City of Salem, MA

Request for Proposals

27-11-COA

for

Lease of Food Service Space at the Community Life Center

August 19, 2026

PROPOSALS DUE:

11:00 AM, September 22, 2026

Late Proposals Will Be Rejected

DELIVER COMPLETED SUBMISSIONS TO:

City of Salem Purchasing Department Attn: Anthony Delaney

93 Washington Street, Salem, MA 01970

(978) 619-5695 adelaney@salem.com

Request for Proposals 27-11-COA, Lease of Food Service Space at the CLC

COVER SHEET

CONTACT INFORMATION

Proposer:

Contact Individual:

Address:

Phone:

Alternate Phone:

Email Address: Social Security/Federal Tax Identification #:

Authorized Signature:_______________________________________

PROPOSERS’S CHECKLIST

Sealed Non-price Proposal o Completed Cover Sheet o Certificate of Non-Collusion o Tax Compliance Form o Certificate of Corporate Bidders o Responses to Minimum Requirements and Proposal Content Requirements in Section

III

Sealed Price Proposal o Price Proposal From

Acknowledgment of Addenda, if applicable:________________ (List addenda # being acknowledged.)

CERTIFICATE OF NON-COLLUSION

The undersigned certifies under penalties of perjury that this bid or proposal has been made and submitted in good faith and without collusion or fraud with any other person. As used in this certification, the word "person" shall mean any natural person, business, partnership, corporation, union, committee, club, or other organization, entity, or group of individuals.

(Signature of authorized individual submitting the bid or proposal)

(Name of Business)

TAX COMPLIANCE CERTIFICATION

Pursuant to M.G.L. c. 62C, §49A, I certify under the penalties of perjury that, to the best of my knowledge and belief, I am in compliance with all laws of the Commonwealth relating to taxes, reporting of employees and contractors, and withholding and remitting child support.

(Signature of authorized individual submitting the bid or proposal)

(Name of Business)

(Federal Tax ID Number/Social Security Number)

CERTIFICATE AS TO CORPORATE BIDDER

I, _______________________________ certify that I am the _____________________ of the corporation named as Bidder in the Bid included herein, that _________________, who signed said Bid on behalf of the Bidder was then ________________________ of said corporation, that I know his signature, that his signature thereon is genuine and that said Bid was duly signed, sealed and executed for and in behalf of said corporation by authority of its governing body.

(Corporate Seal) (Secretary-Clerk)

Dated: _______________________

DISCLOSURE OF BENEFICIAL INTERESTS

ACQUISITION OR DISPOSITION OF REAL PROPERTY

For acquisition or disposition of Real Property by _____________________ the undersigned does hereby state, for the purposes of disclosure pursuant to Massachusetts General Laws, Chapter 7, section 40J, of a transaction relating to real property as follows:

(1) REAL PROPERTY DESCRIPTION:

(2) TYPE OF TRANSACTION:

(3) SELLER or LESSOR:

(4) BUYER or LESSEE.

(5) Names and addresses of all persons who have or will have a direct or indirect beneficial interest in the real property described above:

NAME RESIDENCE

(6) None of the above mentioned persons is an employee of the Division of Capital Asset Management or an official elected to public office in the Commonwealth except as listed below.

(7) This section must be signed by the individual(s) or organization(s) entering into this real property transaction with the public agency named above. If this form is signed on behalf of a corporation or other legal entity, it must be signed by a duly authorized officer of that corporation or legal entity. The undersigned acknowledges that any changes or additions to items 3 and or 4 of this form during the term of any lease or rental will require filing a new disclosure with the Division of Capital Asset Management and Maintenance within thirty (30) days following the change or addition.

The undersigned swears under the pains and penalties of perjury that this form is complete and accurate in all respects.

Signature: _____________________________ Printed Name: _____________________________ Title: _____________________________ Date: _____________________________

PRICE PROPOSAL FORM

Proposer agrees to provide the services outlined in this RFP the following annual amount:

TOTAL COST YEAR 1 $ ____________________________ _______________________________

(figures) (written)

TOTAL COST OPTION YEAR 2 $____________________________ ________________________________ (figures) (written)

TOTAL COST OPTION YEAR 3 $___________________________ __________________________________

TOTAL COST (Years 1-3) $ _____________________ ____________________________________

SIGNATURE OF AUTHORIZED REPRESENTATIVE

NAME (PRINTED)

DATE

I. GENERAL INFORMATION

A. Introduction The City of Salem is offering for lease the Food Service Space at the Mayor Jean Levesque Community Life Center at 401 Bridge Street, Salem.

The Community Life Center is the home of the City Parks and Recreation Department, Council on Aging, and Veterans’ Services. It hosts numerous classes and events throughout the year for both the senior and general population of the City of Salem.

The CLC Kitchen currently operates Monday through Friday from 9:00 am to 12:30pm. From 9:30am to 11am, the CLC provides a continental breakfast (food provided by City staff). From 11:30 to 12:30pm, meals provided by AgeSpan are distributed to senior citizens age 60 or older. For lunch, meals are provided to pre-registered eligible senior residents, who may make a voluntary, suggested, and confidential donation of two dollars ($2.00). In calendar year 2025, the City served on average six hundred twenty (620) meals per month. The selected vendor will manage distribution of these meals to eligible customers and collect the donations, turning them over to the City daily.

The City is seeking proposals from vendors to run a commercial food service in the space that will attract members of the general public while continuing the distribution of the AgeSpan meals and donation-optional continental breakfast.

The City will only accept and review written proposals. The written proposals should include a detailed description of the proposed establishment. Any lease holder will be required to undertake all renovations necessary to suit the building for the proposed use.

Proposals submitted pursuant to this Request for Proposals (RFP) must be in compliance with the provisions of this RFP and subject to any addenda issued by the City of Salem.

A proposal conforming to this Request for Proposals, and meeting the minimum proposal requirements, is an acceptable proposal. It is the intention of the City to select the proposal most advantageous, taking into consideration the relative merits of each proposal and lease payments.

B. Contract Term The City of Salem is seeking an initial one-year lease with two optional one-year extensions, to be exercised at the sole option of the City. Such a lease will commence in fall 2026 or as otherwise mutually agreed between the City and Selected Proposer.

C. Rent The City will not charge rent for the duration of the agreement. However, the form of agreement will be a lease with the City as landlord and the vendor as tenant.

D. Applicable Law This procurement is being conducted in accordance with the provisions of Massachusetts General Law c.30B, §16.

E. Approval Any contract that may result from this Request for Proposals is subject to the approval of the Mayor and/or City Council of the City of Salem.

F. Time for Award

Any contract resulting from the Request for proposals will be awarded within sixty (60) days after the Proposal due date. The time for award may be extended upon mutual agreement.

G. Incorporation by Reference The specifications, terms, conditions and detailed requirements described in the Request for Proposals will become part of any contract that may result.

H. Questions, Changes and Modifications Questions concerning this Request for Proposals must be submitted in writing to Anthony Delaney, Chief Procurement Officer at adelaney@salem.com at least five (5) days prior to the due date.

Written responses will be mailed to all proposers on record as having accessed the Request for Proposals.

If any changes are made to this Request for Proposals, addenda will be issued. Addenda will be mailed to all proposers on record as having accessed the Request for Proposals.

A proposer may correct, modify, or withdraw a proposal by written notice received by the City of Salem prior to the time and date set for the proposal opening. Modifications must be submitted in a sealed envelope clearly labeled "Modification No.__" to the address listed in part A, section II of this RFP. Each modification must be numbered in sequence and must reference the original Request for Proposals.

After the proposal opening, a proposer may not change any provision of the proposal in a manner prejudicial to the interests of the City or fair competition. Minor informalities will be waived, or the proposer will be allowed to correct them. If a mistake and the intended proposal are clearly evident on the face of the proposal document, the mistake will be corrected to reflect the intended correct proposal, and the bidder will be notified in writing. The proposer may not withdraw the proposal. A proposer may withdraw a bid if a mistake is clearly evident on the face of the proposal document, but the intended correct proposal is not similarly evident.

I. Right to Cancel/Reject Proposals The City of Salem may cancel this Request for Proposals or reject in whole or in part any and all proposals, if the City of Salem determines that cancellation or rejection serves the best interests of the City of Salem.

J. Site Visit A pre-proposal meeting and site visit will take place on Friday, August 21, 2026 at 9am at 401 Bridge Street, Salem.

II. PROPOSAL SUBMISSION INSTRUCTIONS & REQUIREMENTS

A. All proposers must submit one (1) original Non- Price Proposal and one (1) original Price Proposal. The

Price and Non-Price Proposals must be separately sealed. All proposals must be submitted to:

Address: City of Salem

Purchasing Department 93 Washington Street Salem, MA 01970 Attn: Anthony Delaney

Office Hours: Monday-Wednesday: 8:00 AM to 4:00 PM

Thursday: 8:00 AM to 7:00 PM mailto:adelaney@salem.com

Friday: 8:00 AM to 12:00 PM

B. All proposals must be submitted by: 11:00 AM, September 22, 2026

C. All proposals must be marked as follows: Price /Non-Price Proposal

27-11-COA

September 22, 2026

D. Unforeseen Office Closures If, at the time of the scheduled bid opening, 93 Washington Street, Salem, MA 01970, is closed due to uncontrolled events such as fire, snow, ice, wind, or building evacuation, the bid opening will be postponed until 11:00 AM on the next normal business day. Bids will be accepted until that date and time.

E. Signatures A proposal must be signed as follows: 1) if the proposer is an individual, by her/him personally; 2) if the proposer is a partnership, by the name of the partnership, followed by the signature of each general partner;

and 3) if the proposer is a corporation, by the authorized officer, whose signature must be attested to by the clerk/secretary of the corporation, and with the corporate seal affixed.

F. Certificate of Non-Collusion All proposals must include a signed non-collusion form, certifying that the bid was made in good faith and without collusion or fraud. See “Certificate of Non-Collusion” form attached.

G. Tax Compliance Certification All proposals must include a signed tax compliance certification, certifying that the bidder has complied with all state laws relating to taxes, reporting of employees and contractors, and child support. See “Tax Compliance Certification” form attached.

H. Certificate as to Corporate Bidder If Proposer is a corporation, you must complete and submit a “Certificate as to Corporate Bidder” form. See “Certificate as to Corporate Bidder” form attached.

I. Disclosure of Beneficial Interests Massachusetts General Law c.7, §40J requires that a disclosure of beneficial interests be filed for each real property transaction regardless of the cost or value of the acquisition or disposition. The person purchasing or leasing property from, or selling or leasing property to, a public agency must file the disclosure. No agreement, renewal, or extension is valid until the disclosure is filed with the Division of Capital Asset Management and Management. Also, a new agreement must be filed within 30 days of a change in beneficial interests during the term of an agreement. See sample “Disclosure of Beneficial Interests” attached.

III. PROPOSAL CONTENT REQUIREMENTS

A. Proposer must submit the names and resumes of any individual who will be working in a management capacity of the proposed business

B. Proposer must submit a Plan of Service including (1) a Business Description including: a full description of the proposed use, what products will be sold or services provided, and a description of the proposed business’s compatibility with the area, (2) proposed dates and hours of operation, (3) letter(s) of support or other demonstrations of ties to and/or support from the Salem community, and (4) proposed menus.

C. Proposed menus must offer at least some items compliant with federal Title III-C nutrition requirements.

D. Proposer must commit to seeking the approval of the City for any improvements to the service area or kitchen it seeks to implement. Non-moveable improvements to the facility, such as but not limited to installation of permanent fixtures or reconfiguration of the service area, shall become part of the building and shall not be removed upon conclusion of the contract term. Any moveable fixtures shall remain the property of the selected proposer.

E. Proposer must commit to seeking the approval of the superintendent of the CLC for any exterior or interior signage prior to any work being started.

F. The Proposer must commit to cooperating with inspections on hood and Ansul systems, as well as any other government inspections required of the facility.

G. The Proposer must commit to participating in City recycling and composting efforts.

H. The Proposer must commit to working in tandem with CLC staff to rodent control for the property and in the associated areas where trash is stored.

I. The Proposer must commit to working with the City information technology department for installation of any POS system or other technology required for the operation of the facility.

J. The Proposer must commit to a regular cleaning schedule for the kitchen and serving area, as well as interior and exterior tables, during service hours. (Bathrooms and seating area floor cleaning will be handled by the City.) In consultation with the facilities director, proposer may install automatic cleaning devices.

K. Proposer must submit at least three (3) professional references relevant to the proposed business plan.

L. For proposers who will be operating multiple establishments simultaneously, please describe your plan to ensure that the proposed establishment will be adequately managed and staffed.

IV. MINIMUM REQUIREMENTS

A. The Proposer must not be delinquent in the payment of taxes, rents or any other financial or contractual obligation to the City of Salem, or any of its Boards, Commissions or Committees.

B. The Proposer must commit to furnish evidence of $1 million property and casualty insurance naming the City of Salem as the insured.

V. COMPARATIVE CRITERIA

A. Experience in operating, managing and maintaining the proposed food service business.

Highly Advantageous: More than five (5) years in both restaurant and catering.

Advantageous: Between two (2) and five (5) years in both restaurant and catering.

Not Advantageous: Less than two (2) years but more than one (1) year in either restaurant or catering.

Unacceptable: Less than one (1) year, or proposer has a failed food service business in the past two years.

B. Proposed Menu

Highly Advantageous: Proposed menu is nutritious and demonstrates a wide variety of offerings that will appeal to the community at large and visitors to the City.

Advantageous: Proposed menu is nutritious and demonstrates a good variety of offerings.

Not Advantageous: Proposed menu is nutritious but limited in variety or appeal.

Unacceptable: Proposed menu is not adequately nutritious.

C. Community Support

Highly Advantageous: Proposer and proposed use can demonstrate strong ties to and support from the Salem community and enhance the community through job opportunities and education.

Advantageous: Proposer and proposed use can demonstrate some ties to and support from the Salem Community and enhance the community through either job opportunities or education.

Not Advantageous: No demonstrated community ties or support, but proposal will enhance the community through either job opportunities or education.

Unacceptable: No demonstrated community ties or support and no proposed community enhancement.

D. Language

Highly Advantageous: Proposer will offer menus and service in Spanish as well as English

Advantageous: Proposer will offer menus in Spanish as well as English

Not Advantageous: Proposer will offer menus and service in English only

V. RULE FOR AWARD AND EVALUATION OF PROPOSALS

The City of Salem will award the contract, if any, to the proposer submitting the most advantageous proposal, taking into consideration the comparative criteria included in the Request for Proposals as well as the Price Proposal.

Following the deadline for receipt of proposals, the Chief Procurement Officer will open the Non-price proposals and prepare a register of proposals submitted. The Non-price proposals will be evaluated by an evaluation committee based on the Minimum Requirements and Comparative Criteria contained in this Request for Proposals. The evaluation committee shall notify the Chief Procurement Officer which proposal was deemed most advantageous. The Chief Procurement Officer will then open and evaluate the price proposals and award the contract to the most advantageous proposal taking into account the evaluation committee’s assessment, the stated evaluation criteria and price.

VI. TERMS AND CONDITIONS

A. Term of Lease The term of the lease shall be three (3) years. The initial lease shall commence in fall 2026 or as otherwise mutually agreed.

B. Compliance with Applicable Laws The lease shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. The proposal must comply with all Federal, State, and municipal laws, ordinances, rules, codes, and/or regulations. Operational hours must be consistent with those submitted and approved during permitting.

C. Assignment of Lease The successful proposer is prohibited from assigning, transferring, conveying, subletting, or otherwise disposing of this agreement or its rights, title or interest therein or its power to execute such agreement to any other person, company or corporation without prior written consent and approval by the City of Salem.

D. Prevailing Wage Rates Generally, any contract for the design and construction of improvements to publicly-owned buildings is required to be made pursuant to the competitive bidding requirements set out in M.G.L. c. 149, §§44A-44J, whether such improvements are constructed or paid for by a governmental agency or by a private party temporarily in possession of the building under a lease or other arrangement. Therefore, MA Prevailing Wage Law, MGL, Ch.149, §§26-27D, will apply to the employment of labor for any improvement projects to the property. The Department of Labor and Workforce Development establishes prevailing wage rates.

Prospective tenants are encouraged to contact the Department of Labor and Workforce Development for additional information concerning prevailing wage rates. Prospective tenants are further advised that the actual wage rates are established at the time of commencement of the bidding process for construction of the improvements and may differ from any sample rates obtained at this time.

E. Performance and Payment Bonds The successful tenant will also be required to post a performance and labor and materials payment bond, equal to 100% of the cost of construction of improvements to the property, naming the City of Salem as a protected party, and to provide appropriate insurance during construction and thereafter so as to protect its interests and those of the City. All prospective tenants are advised that these requirements are statutory in nature and the City of Salem does not have the authority or discretion to waive or modify them. Therefore, they shall be mandatory terms of the lease ultimately executed by the successful prospective tenant and the City.

F. Ownership of Information All information acquired by the Proposer from the municipality or from others at the expense of the municipality in the performance of the agreement shall be and remain the property of the municipality. All records, data files, computer records, work sheets, photograph negatives, deliverable products complete and incomplete, and all other types of information prepared or acquired by the Proposer for delivery to the municipality shall be and remain the property of the municipality.

The Proposer agrees that he will use this information only as required in the performance of this agreement and will not, before or after the completion of this agreement, otherwise use said information, nor copy, nor reproduce the same in any form, except pursuant to the sole written instructions of the City. The Proposer further agrees to return said information in whatever form it is maintained by the Proposer.

G. Examination By submitting a proposal, the Proposer warrants that he has examined the property for lease and has fully acquainted himself with all conditions and restrictions pertaining to the property and any associated necessary improvements and the execution thereof. No claim for any extra or extension of time will be allowed for failure to observe this requirement.

H. Conflict of Interest The Proposer agrees that to the extent that such law is applicable to the duties it is to perform hereunder, it will comply with the provisions of Chapter 286A of the General Laws concerning conflict of interest. The proposer covenants that it presently has no interest and shall not require any interest, direct or indirect, which would conflict in any manner or degree with the performance under the agreement.

No employee of the City of Salem and no public official who exercises any function or responsibilities in the review or approval of the undertaking or carrying out of this agreement shall participate in any decision relating to this agreement which affects his personal interest or the interest of any corporation, partnership, or association in which he is directly or indirectly interested or have any financial interest, direct or indirect in this agreement or the proceeds thereof.

I. Liability The Proposer agrees to indemnify, save harmless, and defend the City, its agents, and its employees from and against any and all liabilities, claims, penalties, forfeitures, suits, and the costs and expenses incident thereto (including costs of defense, settlement, and reasonable attorney’s fees), which it may hereafter incur, become responsible for, or pay out as a result of death or bodily injuries to any person, destruction or damage to any property, contamination of or adverse effects on the environment, or any violation of governmental laws, regulation, or orders caused, in whole or in part, by the Proposer's employees, or its agents or servants, in the performance of this contract.

J. Workers Compensation Insurance The Proposer shall comply with State law, known as the Workmen’s Compensation Act, and shall pay into the State Insurance Fund necessary premiums required by the Act to cover all employees working under the control of the Proposer and shall relieve the City from all costs due to accidents or other liabilities mentioned in said Act. Proposer shall also furnish at the time of delivery of the contract, and at such other times as may be requested, the official certificate of receipt showing that the payments hereinbefore referred to, have been made.

K. Revision of Lease Agreement

There shall be no change in the proposed use scope or timetable without the prior written approval of the City of Salem. Any and all amendments, alterations and changes in the Agreement will only be binding on the parties if executed in writing as set forth herein. No part of the lease agreement shall be altered in any way without prior written consent of the City of Salem Purchasing Agent.

L. Access to Records In addition to terms stated elsewhere in the RFP, the City of Salem or any of its duly authorized representatives shall have access, upon demand, to any books, documents, papers, and records of the successful Proposer which are directly pertinent to this agreement, for the purposes of making an audit examinations, excerpts, and transcriptions.

M. Exclusivity The City reserves the right to use the assigned space for its own purposes, or to allow third parties access and use of the space, whenever the establishment is not in operation.

N. Liquor The vendor is responsible for securing any necessary liquor licensing for regular operation or special events.

O. Sample Lease Agreement

This agreement is subject to change.

CITY OF SALEM

SAMPLE LEASE

DO NOT SIGN

SAMPLE LEASE AGREEMENT

This Agreement of Lease ("Lease") is made and entered into this XX day of XXXXXXXXX, by and between the City of Salem ("Landlord") with a usual place of business at 93 Washington Street, Salem, Massachusetts and XXXXXXXXXXXXXXX ("Tenant") with its business office at XXXXXXXXXXXXXXXXXXXXX. Landlord is the owner of land and improvement commonly known as Unit # 3 Restaurant. Landlord makes available for lease Unit # 3 Restaurant (approximately 1,020 square feet). Landlord desires to lease the Leased Premises to Tenant, and Tenant desires to lease the Leased Premises from Landlord for the term, at the rental and upon the covenants, conditions and provisions herein set forth.

Tenant agrees to provide all services set forth in Request for Proposals 26-11-PLAN documents, scope of services, and tenant's proposal.

THEREFORE, in consideration of the mutual promises herein contained and other good and valuable consideration, receipt of which is hereby acknowledged, it is agreed:

1. Term.

Landlord hereby leases the Leased Premises to Tenant, and Tenant hereby leases the same from

Landlord, for an "Initial Five-Year Term" beginning XXXXXXXXX and ending XXXXXXXXXXXXXX.

2. Option to Renew.

Subject to the foregoing, and provided Tenant is not in default under any of the terms and conditions of this Lease, and subject to the express written approval of the Landlord at least sixty (60) days in advance of expiration of the lease, which approval may be withheld for any reason or no reason at all, Tenant shall have the option to renew this lease for up to five additional one-year periods commencing upon the expiration of the original term thereof, upon the same terms, covenants and conditions as set for the original term except for rent which shall be adjusted, if at all, pursuant to the Tenant’s original lease proposal or with agreement of the parties.

3. Rent.

Tenant shall pay to Landlord zero dollars ($0.00).

4. Use.

The Space shall be used solely to operate XXXXXXXXXXXX. There shall be no overnight or residential component of this permitted use. During the Unit # 3 Restaurant season (April 1 – January 15), Tenant shall continuously use and occupy the premises only for the purpose state and no other purpose whatsoever. During the Unit #3 Restaurant season, Tenant shall be open at least 6 days per week from 11:00 a.m. until 10:00 p.m., at the very least.

5. Delivery/Parking

Tenant shall only park in specifically designated areas. Any deliveries shall only be made at specifically designated areas.

Sublease and Assignment.

Tenant shall not have the right without Landlord's consent, to assign this Lease, in whole or in part.

Landlord may withhold consent for any reason or for no reason at all.

6. Condition of Premises: Repairs & Maintenance.

Condition

Tenant accepts the leased premises in the condition in which they are on the date of the commencement of the term hereof, acknowledging that it has inspected the leased premises. The Landlord has made and the Tenant has relied on no representations or warranties, express or implied, as to the condition of or the rentability for a particular use of the leased premises, except as may be set forth herein.

Repairs

The Tenant shall make all necessary repairs to the building so as to make the building in the working condition for the use it is to be put, except for reasonable wear and tear, damage by fire or other casualty, acts of God or acts of war. Tenant shall maintain, repair and renew as necessary all mechanical and utility systems on the leased premises so as to keep them in good and safe operating condition in all respects. Tenant is responsible for all ordinary repairs within the unit comprising the premises and which are accessible to the Tenant.

Tenant is specifically required to make all repairs to windows, plate glass, doors and any fixtures or appurtenances composed of glass, unless the same shall be damaged by fire.

For the purposes of this Lease, the term "reasonable wear and tear" constitutes that normal, gradual deterioration which occurs due to aging and ordinary use of the premises despite reasonable and timely maintenance and repair but in no event shall "reasonable wear and tear" excuse the Tenant from its duty to keep the premises in good maintenance and repair or otherwise usable, serviceable and tenantable.

Cleanliness

Tenant shall keep the sidewalks, entrances, passageways and area adjoining the leased premises in a clean and orderly condition, free from rubbish, obstructions, snow and ice during months of business operation.

Such duty shall include, at a minimal, daily sweeping in the a.m. and washing (hosing down) in the p.m.

Tenant shall wash all windows (including doors) at least twice per season.

Yield in Good Repair

At the expiration or other termination of the lease, the Tenant will yield up the premises in good repair, order and condition, except for reasonable wear and tear, damage by fire, act of God, damage caused by acts or omissions of the Landlord and delays beyond Tenant's control.

7. Alterations.

Any alterations of the premises by the Tenant must first be approved by the Landlord. Any such approval of alterations by the Landlord is contingent upon appropriate approval from Building Inspector and other department with jurisdiction over same. Any alterations made without approval will be restored at the sole expense of the Tenant at the request of the Landlord.

8. Inspections.

Landlord shall have reasonable access to premises during the term for purposes of enforcing the lease agreement and any other pertinent statute, code or ordinance. At a minimal, Landlord shall inspect said premises twice during the Salem Willows Season.

9. Insurance.

A. If the Leased Premises is damaged by fire or other casualty resulting from any act or negligence of tenant or any of tenant's agents, employees or invitees, rent shall not be diminished or abated while such damages are under repair, and Tenant shall be responsible for the costs of repair.

B. Tenant shall be responsible, at its expense, for fire and extended coverage insurance on all of its personal property, including removable trade fixtures, located in the Leased Premises.

C. Tenant shall, at its own expense, maintain a policy or policies of comprehensive general liability insurance with respect to the activities that take place on the Leased Premises, with the premiums thereon fully paid on or before due date, issued by and binding upon some insurance company approved by Landlord. Further, such insurance shall afford minimum protection of not less than $1,000,000 combined single limit coverage of bodily injury, property damage or combination thereof, with Landlord listed as an additional insured on Tenant's policy or policies of comprehensive general liability insurance. Tenant shall provide Landlord (City of Salem) with current Certificates of Insurance evidencing Tenant's compliance with this Paragraph by mailing to Purchasing Officer, 120 Washington Street, Salem, MA 01970. Tenant shall obtain the agreement of Tenant's insurers to notify Landlord that a policy is due to expire at least thirty (30) days prior to such expiration. Landlord shall not be required to maintain insurance against thefts within the Leased Premises of the Building.

10. Indemnification.

Tenant shall at all times relieve, indemnify, protect and save harmless the Landlord and each of its boards, officers and employees from any and all claims and liability of death of and injury to persons or damage to property that may arise from or be caused by the operation, maintenance or occupation of the aforesaid premises by the Tenant under the provisions of this Lease or by the negligence of the Tenant, its agents, officers or employees.

11. Utilities.

Tenant shall be responsible for payment of all utilities at the premises, including but not limited to, water, heat and electricity. Landlord is not responsible for providing heat to the Salem Willows Bath House.

12. Signage.

Tenant shall have the right to place on the outside facade of Leased Premises, at locations selected by the tenant and approved by the Landlord, appropriate signage that is permitted by applicable zoning ordinances and private restrictions. Landlord may refuse consent to any proposed signage that is inconsistent with or inappropriate to the Leased Premises. Tenant shall repair all damage to the Leased Premises resulting from the removal of signs installed by Tenant.

13. Default.

If Tenant defaults in the payment of rent or utilities when due to Landlord as herein provided, and if said default continues for fifteen (15) days after written notice has been given to Tenant by Landlord, or if default shall be made in any of the other covenants or conditions to be kept, observed and performed by Tenant, and such default shall continue for thirty (30) days after notice thereof in writing to Tenant by Landlord, Landlord may declare the term of this Lease ended and terminated by giving Tenant written notice of such intention, and if possession of the Leased Premises is not surrendered, Landlord may reenter said premises. Landlord shall have, in addition to the remedy above provided, any other right or remedy available to Landlord on account of any Tenant default, either in law or equity. Landlord shall use reasonable efforts to mitigate its damages.

14. Quiet Possession.

Landlord covenants and warrants that upon performance by tenant of its obligations hereunder, Landlord will keep and maintain Tenant in exclusive, quiet, peaceable and undisturbed and uninterrupted possession of the Leased Premises during the term of this Lease.

15. Condemnation.

If any legally, constituted authority condemns the Building or such part thereof which shall make the

Leased Premises unsuitable for leasing, this Lease shall cease when the public authority takes possession. Such termination shall be without prejudice to the rights of either party to recover compensation from the condemning authority for any loss or damage caused by the condemnation. Neither party shall have any rights in or to any award made to the other by the condemning authority.

16. Notice.

Any notice required or permitted under this Lease shall be deemed sufficiently given or served if sent by

United States certified mail, return receipt requested, addressed as follows:

If to the Landlord: Salem Purchasing Officer Whitney Haskell 93 Washington Street Salem, Massachusetts 01970

If to the Tenant: XXXXXXXXXXXXXXXXXX

XXXXXXXXXXXXXXXXXX

XXXXXXXXXXXXXXXXXX

XXXXXXXXXXXXXXXXXX

Landlord and Tenant shall each have the right from time to time to change the place notice is to be given under this paragraph by written notice thereof to the other party.

17. Waiver.

No waiver of any default of Landlord or Tenant hereunder shall be implied from any omission to take any action on account of such default if such default persists or is repeated, and no express waiver shall affect any default other than the default specified in the express waiver and that only for the time and to the extent therein stated. One or more waivers by Landlord or Tenant shall not be construed as a waiver of a subsequent breach of the same covenant, term or condition.

18. Headings.

The headings used in this Lease are for convenience of the parties only and shall not be considered in interpreting the meaning of any provision of this Lease.

19. Compliance with Law.

Tenant shall comply with all laws, orders, ordinances and other public requirements now or hereafter pertaining to Tenant's use of the Leased Premises. Landlord shall comply with all laws, orders, ordinances and other public requirements now or hereafter affecting the Leased Premises.

20. Termination of the Lease and Reversion Notwithstanding any other provision of this lease, Landlord shall have the right to terminate the lease with sixty (60) days written notice, unless the Tenant is in breach of this lease, then only thirty (30) days notice shall be required before the Landlord may terminate the lease. If the Tenant shall close its business as stated in paragraph four, the lease shall revert back to the Landlord. In the event that the lease is terminated before the end of the lease term, any interest in the property shall revert to the City and may not be sold or otherwise transferred to any other party.

21. Final Agreement.

This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This agreement may be modified only by a further writing that is duly

IN WITNESS WHEREOF, the parties have executed this Lease as of the day and year first written above.

LANDLORD TENANT

City of Salem XXXXXXXXXXXXX