Loading...
2016-96 Agreement with Carl Von Luger FL LLC for Restaurant-Banquet Operations at NPBCCRESOLUTION 2016 -96 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA ACCEPTING THE PROPOSAL OF CARL VON LUGER FL LLC D /B /A CARL VON LUGER STEAK & SEAFOOD AND APPROVING AN OPERATOR AGREEMENT TO CONDUCT RESTAURANT AND BANQUET OPERATIONS AT THE NORTH PALM BEACH COUNTRY CLUB; AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE THE AGREEMENT ON BEHALF OF THE VILLAGE; PROVIDING FOR CONFLICTS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Village issued a Request for Proposals for Restaurant Operator Services with optional Banquet Facility Services for.the new Clubhouse at the North Palm Beach Country Club; and WHEREAS, the Village received one proposal in response to the RFP from Carl von Luger FL LLC d /b /a Carl von Luger Steak & Seafood ( "Luger "); and WHEREAS, the Village Council wishes to accept the proposal and determines that the approval of an Operator Agreement with Luger is in the best interests of the residents and citizens of the Village of North Palm Beach. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA as follows: Section 1. The foregoing recitals are ratified as true and incorporated herein. Section 2. The Village Council of the Village of North Palm Beach, Florida, hereby approves the Operator Agreement to Conduct Restaurant and Banquet Operations at the North Palm Beach Country Club with Carl von Luger FL LLC d /b /a Carl von Luger Steak & Seafood, a copy of which is attached hereto and incorporated herein by reference, and authorizes the Mayor and Village Clerk to execute the Agreement on behalf of the Village. Section 3. All resolutions or parts of resolutions in conflict herewith are hereby repealed to the extent of such conflict. Section 4. This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED THIS 8TH DAY OF DE( (VVillage Seal) ATTEST: VILLAGE CLERK OPERATOR AGREEMENT TO CONDUCT RESTAURANT AND BANQUET OPERATIONS AT THE NORTH PALM BEACH COUNTRY CLUB THIS RESTAURANT OPERATOR AGREEMENT is made and entered into by and between the VILLAGE OF NORTH PALM BEACH, a Florida municipal corporation, having its main office at 501 U.S. Highway One, North Palm Beach, Florida 33408, hereinafter referred to as the "VILLAGE" and Carl von Luger FL, LLC, d /b /a Carl von Luger Steak & Seafood, 301 North Washington Avenue, Scranton, Pennsylvania 18503, hereinafter referred to as "LESSEE ". WITNESSETH: WHEREAS, the VILLAGE is the owner of the North Palm Beach Country Club ( "Country Club "), located at 951 U.S. Highway One, North Palm Beach, Florida; and WHEREAS, the VILLAGE is in the process of designing and intends to construct a completely new clubhouse facility ( "Clubhouse) at the County Club ( "Clubhouse Project "); and WHEREAS, LESSEE desires to lease from the VILLAGE certain facilities within the new Clubhouse to supply food, beverage and general dining and catering services ( "Restaurant and Banquet Operations ") in accordance with the terms and conditions set forth herein. NOW THEREFORE, in consideration of the mutual benefits and promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. PREMISES AND ACCEPTANCE BY LESSEE A. Upon the terms and conditions hereinafter contained, and in consideration for the payment of rent as hereinafter provided, and for and in consideration of the prompt performance by LESSEE of the covenants and conditions hereinafter contained, the performance of each of which is declared to be an integral part of the consideration to be furnished by LESSEE, the VILLAGE does hereby lease, let and demise unto LESSEE, and LESSEE hereby leases from the VILLAGE the following facilities within the new Clubhouse based upon conceptual drawings version A -9 (attached hereto and incorporated herein as Exhibit "A "), hereinafter referred to as the "Premises ": The restaurant including indoor and covered terrace dining areas, the casual bar including indoor and covered terrace, kitchen, snack bar, beverage and server station, and designated storage areas in the new Village - of North Palm Beach Country Club Clubhouse, together with non - exclusive right to the use of the covered front entry, pool deck, multipurpose rooms, event lawn, restrooms and other public areas in and around Page 1 of 20 said building whenever the facilities are open for the purpose of performing Restaurant and Banquet Operations. B. LESSEE expressly acknowledges that the plans set forth in Exhibit "A" are conceptual only and subject to revision at the sole discretion of the VILLAGE. LESSEE hereby acknowledges that it will review and offer timely input relating to the design of the food and beverage operation space and supporting areas to the VILLAGE's architect for the Clubhouse project, Peacock + Lewis Architects and Planners, LLC ( "Project Architect "). Further, LESSEE will examine each and every part of the Clubhouse Project as it progresses to ensure that the Restaurant and Banquet Operations will be designed and built in a sufficient manner for the purposes for which LESSEE intends to utilize the Premises and which is expected in LESSEE's knowledgeable opinion to be to the benefit of both the VILLAGE and the LESSEE. Final Design documents will be incorporated herein once completed. C. At the conclusion of the Design Development phase of its Contract with the Project Architect, the VILLAGE shall have the absolute right to terminate this Agreement without recourse by providing LESSEE written notice within thirty (30) days. D. In the event that upon completion of the Design Development phase of its Contract with the Project Architect the final plans materially and substantially deviate in terms of size and /or square footage from the conceptual plan in set forth in Exhibit "A ", LESSEE shall have the right to terminate this Agreement without recourse by providing written notice to the VILLAGE within thirty (30) days of the VILLAGE's approval of the Site Development Plan for the new Clubhouse. 2. TERM A. This is a five -year Lease with the option to renew for three additional five year terms at the discretion of the VILLAGE. The term shall commence on the actual grand reopening date for the Clubhouse, which is estimated to be on or around December 1, 2018. B. It is understood and agreed that any and all improvements and /or refurbishments erected in or placed upon the Premises shall remain thereon and shall not be removed therefrom, and upon the expiration of this Lease Agreement, any and all such improvements shall be and become the property of the VILLAGE. Notwithstanding the foregoing, personal property, tools of trade, and /or furnishings provided by the LESSEE shall not be construed as improvements under this Lease Agreement and shall be removed by LESSEE at the termination of or expiration of this Lease Agreement. The food and beverage cart provided by the VILLAGE (or replacement cart) and all kitchen equipment, floor coverings, window coverings, and wall and ceiling treatments, even if provided by LESSEE, shall not be removed from the Premises and shall become the property of the VILLAGE. C. LESSEE shall not book any parties, banquets, receptions, dinners or special events Page 2 of 20 beyond the term of the Lease Agreement without the consent of the VILLAGE. Any deposits collected for such events beyond the term of the Lease Agreement that are approved by the VILLAGE shall be held in escrow by the VILLAGE Attorney. 3. LESSEE OBLIGATIONS A. LESSEE shall market and advertise the grand re- opening of the new Restaurant and Banquet Operations and continue appropriate marketing throughout the term of the LEASE. LESSEE agrees to obtain approval from the VILLAGE prior to releasing publicity pertaining to Restaurant and Banquet Operations. The VILLAGE shall have five (5) business days to review all publicity provided by LESSEE ( "review period ") and the VILLAGE's failure to object within the review period shall be construed as the VILLAGE's approval. In addition, LESSEE agrees to provide a project manager to coordinate and expedite all move -in and general start-up activities with the VILLAGE to ensure a smooth grand re- opening of the new Restaurant and Banquet Operations. B. LESSEE shall operate the restaurant, casual bar, snack bar and areas surrounding the pool as a clean and friendly operation and shall staff the restaurant with customer service oriented people who are professional, friendly and courteous to all golfers, families and members of the general public. Staff must maintain a neat appearance and be appropriately dressed with uniforms and work shoes, shall wear name tags identifying the company and the name of employee, and conduct themselves in a professional manner acceptable to the VILLAGE at all times during the performance of their services. C. LESSEE shall provide food and beverage services at a minimum from 7:00 a.m. until 9:00 p.m. seven days per week. LESSEE, at its option, may close food and beverage operations after 5:00 p.m. on Christmas Eve and all day on Christmas Day. Additionally, the Lounge and /or Restaurant may be closed by LESSEE when the VILLAGE has declared a State of Emergency. D. LESSEE shall operate a beverage and food cart on days the golf course is open for play. The VILLAGE shall provide one beverage and food cart at the beginning of LEASE which LESSEE may use for this purpose. Maintenance, service and replacement of this one beverage and food cart shall be at the sole cost and expense of the LESSEE. E. At a minimum, LESSEE shall staff and operate or subcontract a Valet Parking Service during the peak restaurant times and during large catered events. F. LESSEE shall coordinate, schedule and negotiate contracts with groups desiring use of the multipurpose room or other public areas of the Clubhouse for the purpose of holding an event, as well as provide basic food and beverage services (such as coffee and danish) or full catering services as requested to members of the Country Club, residents of the VILLAGE and members of the general public. LESSEE shall coordinate scheduling of the multipurpose room with the VILLAGE and the VILLAGE shall have priority to utilize the multipurpose room for Page 3 of 20 scheduled public activities and VILLAGE events, including, but not limited to, voting purposes. By December 31" of each year, the VILLAGE shall provide LESSEE with a list of all public activities and VILLAGE events for the next calendar year. Any date not reserved by the VILLAGE may be booked by either LESSEE or the VILLAGE on a first come, first served basis. Notwithstanding the foregoing, LESSEE may, with VILLAGE approval, reserve the multipurpose room or other public areas of the Clubhouse no more than eighteen (18) months in advance of the proposed event. The VILLAGE may waive the room rental fee for non - profit groups and may deny any group or event that advocates unconstitutional or illegal acts or that the VILLAGE determines is contrary to the best interests of the VILLAGE. G. LESSEE agrees to attend a meeting at least once per month during the term of this Lease Agreement and any extension thereof with the Director of Golf Operations and such other individuals as requested by the Director of Golf Operations. The meeting shall be held to discuss the schedule of events and to coordinate events and functions between the various departments of the Country Club and for such other purposes set forth by the Director of Golf Operations. LESSEE further agrees to attend monthly meetings of the Golf Advisory Board. H. LESSEE agrees to provide kitchen and restaurant equipment in preparation for the grand re- opening of the new Restaurant and Country Club with a value of at least $400,000.00. Such equipment may be utilized as collateral to secure third party funding, provided, however, that the kitchen and restaurant equipment shall not be removed from the Premises upon expiration or termination of this Agreement and any outstanding debt shall be satisfied by LESSEE and /or the Personal Guarantors and all security interests in such equipment shall be terminated and canceled of record. I. LESSEE agrees to schedule and pay for all required inspections relating to Restaurant and Banquet Operations. J. LESSEE shall use the VILLAGE's alcoholic beverage license for the Country Club for the sale and service of alcoholic beverages on the Premises and shall maintain all other necessary licenses and permits to conduct Restaurant and Banquet Operations and shall do so in accordance with all Federal, State and Local laws, codes, ordinances, rules and regulations. K. LESSEE agrees to pay for all Federal, State and Local taxes chargeable to the Restaurant and Banquet Operation. LESSEE shall also be responsible for paying $12,000 toward the ad valorem property taxes assessed by the Palm Beach County Property Appraiser and Tax Collector as a result of its operations. LESSEE shall make such payment to the VILLAGE prior to November 30th of every year for which ad valorem property taxes are due and owing. Additionally, in the event the VILLAGE challenges the assessed value of the new Clubhouse and /or the value of the leasehold interest, LESSEE agrees to cooperate fully with the VILLAGE and to provide any information as may be relevant or required by the VILLAGE. Page 4 of 20 L. LESSEE agrees to stay in compliance with all Local, State, Federal and OSHA standards when supplying labor and materials or during any activity related to this LEASE. As required by Florida law, LESSEE and all of its employees shall have current food handler's permits. The LESSEE shall keep the Premises clean, satisfactory and in sanitary condition according to conditions approved by the VILLAGE and as required by Federal, State and Local regulations and agencies. All refuse and waste materials generated by Restaurant and Banquet Operations shall be moved by the LESSEE to designated collection points to be removed by the VILLAGE. LESSEE shall provide and pay for at least one of two "dumpsters" or similar receptacles, approved by the VILLAGE, for temporary storage of refuse and waste. LESSEE shall not use the "dumpster" or similar receptacle provided and paid for by the VILLAGE. If one (1) "dumpster" or similar receptacle is not sufficient for the temporary storage of refuse and waste generated by the Restaurant and Banquet Operations or for maintaining sanitary conditions in and around the Premises and shared dumpster area, LESSEE shall provide and pay for any and all additional "dumpsters" or similar receptacles as may be required at the discretion of the VILLAGE. All State, County and VILLAGE fire, health and safety regulations shall be strictly complied with and at the sole cost of the LESSEE. M. LESSEE agrees to permit the appropriate officials to enter the Premises for the purpose of conducting an inspection to ensure compliance with all codes, ordinances, regulations, statutes or other laws. LESSEE shall provide the VILLAGE Manager with a copy of all Health Inspection reports that are issued for Food and Beverage Operations at the Premises. N. LESSEE shall offer: a variety of food options beyond high -end steak items, such as farm to table, casual menu items, and items for children; specialty pricing, such as "early bird" dinners; and food in a range of price points to ensure that the restaurant is affordable to all types of diners in the North Palm Beach area. LESSEE shall have the sole responsibility of providing all inventory necessary to perform Restaurant and Banquet Operations. O. LESSEE shall have the sole responsibility for the repair and maintenance of all kitchen, dining and other equipment within the Premises. LESSEE is further responsible for the day -to- day cleaning of all exposed portions of all equipment and personal property, together with all other obligations of every nature with respect to the repair, maintenance and operation of the equipment and personal property located in the Premises. The LESSEE shall use and operate said equipment and personal property in a reasonable, prudent manner so as not to accelerate its deterioration. LESSEE shall be responsible for repair and maintenance of all glass windows, bulbs, light fixtures and doors located within the exclusive area of the Premises and keep the Premises in a clean condition on a daily basis. If LESSEE fails to properly maintain or make needed repairs or replacements as set forth herein, VILLAGE shall give ten (10) days written notice to LESSEE to make the specified repairs, replacements or maintenance. If LESSEE disagrees that the repairs, replacements or maintenance needs to be made, LESSEE shall give written notice thereof and deliver same to the VILLAGE Manager at Village Hall within the said ten (10) day notice. Upon the VILLAGE Manager receiving written notice by LESSEE objecting Page 5 of 20 to the repairs, replacements or maintenance, VILLAGE Manager shall review the matter. If upon reviewing the matter, the VILLAGE Manager makes the reasonable determination that the repairs, replacements or maintenance should be made, then VILLAGE Manager shall notify LESSEE, who must make the repairs, replacements or maintenance within ten (10) days from the notification by VILLAGE Manager or within the original ten (10) days the VILLAGE originally notified LESSEE, whichever is later. If LESSEE fails to make the stated repairs, replacements or maintenance within the time frame specified herein, then the VILLAGE shall have the right to make the repairs, replacements or maintenance and charge LESSEE the reasonable costs thereof. P. LESSEE shall be the exclusive provider of food and beverages for the VILLAGE'S 4th of July, Heritage Day and Holiday Boat Parade events on the Country Club grounds during the term of this Lease. LESSEE shall generally provide a variety of both cart sales (e.g. lemonade, snow cones, pretzels and hot dogs) and food sales (e.g. hamburgers, chicken sandwiches, gyros, steak sandwiches, chicken tenders, french fries, funnel cakes) at such events. As additional consideration for this Lease, VILLAGE shall receive compensation in the amount of ten percent (10 %) of LESSEE's gross sales from each of the foregoing three (3) events, payable fifteen (15) days after the conclusion of each event. Q. LESSEE agrees to thoroughly clean those portions of the Premises where LESSEE has exclusive rights on a daily basis or more frequently as needed; to clean the grease traps, dishwashers, freezers and other systems necessary for Restaurant and Banquet Operations; to provide phone and internet services as needed including the ability to provide free Wi -Fi services to customers; to operate and pay for credit card processing; to operate and pay for point of sale software system and any other systems necessary for Restaurant and Banquet Operations. R. LESSEE agrees to maintain books of accounts, reports and records customarily used in this type of operation. All records shall be made accessible for purposes of investigation or audit without restriction and shall be maintained for three (3) years after the termination of this Lease Agreement. Records exempt from the Florida Public Records Law, shall remain confidential. S. LESSEE agrees to purchase and maintain all Insurance described herein during the term of this Lease. T. LESSEE agrees to pay electric, water and gas for the exclusive rights portion of the Premises beginning after the third full year of the term of the Lease Agreement and shall pay all electric, water and gas costs in excess of $5,000.00 per month during the first three years. U. LESSEE agrees to conduct the Restaurant and Banquet Operations utilizing the utmost safety for the customers, employees and general public. Further, LESSEE agrees to handle all food and inspections at the highest level of safety and in compliance with all State and Federal laws to provide the customers, employees and general public the best products and services. V. LESSEE agrees to operate the Food and Beverage operation as a drug free workplace. Page 6 of 20 W. LESSEE shall report to the Village Manager or his designee. X. LESSEE may use sub - consultants or sub - contractors to provide or assist in Restaurant and Banquet Operations and other services provided under this Lease Operation as long as all activities are coordinated and managed by the LESSEE. Y. Except for the equipment and personal property that qualifies as LESSEE's equipment and personal property under this Lease Agreement, all equipment and personal property, along with the demised premises, shall be delivered to the VILLAGE by LESSEE upon termination or expiration of this Lease Agreement without demand by VILLAGE in the good repair and first class condition, less reasonable wear and tear. 4. PERMITTED USE A. LESSEE shall use the Premises to provide Restaurant and Banquet Operations, which shall include food and beverage sales and service, alcoholic beverages sales and service, and catering sales and services and shall provide general dining and eating services to members of the Country Club, VILLAGE residents, and members of the general public. B. LESSEE shall have the right to a restaurant sign at the entrance to the Country Club as part of the newly installed signage for the Country Club Project and shall pay its proportionate share of the sign cost. C. LESSEE shall have the right to operate vending machines on the Premises at locations agreed to by the parties. D. LESSEE shall not, without the prior written approval of the VILLAGE Manager, make any changes to or paint the demised premises or install or remove any exterior lighting, decorations or paintings. LESSEE shall obtain prior written approval from the VILLAGE Manager or his or her designee for the erection, installation and utilization of any signs, decorations or advertising media, which approval shall not be unreasonably withheld. E. LESSEE shall not, without prior written approval from the VILLAGE, sub -let or sub- lease the Premises. F. So long as LESSEE is not in default, LESSEE is entitled to the quiet enjoyment and undisturbed possession of the Premises. G. It is specifically understood and agreed that the VILLAGE has no obligation or duty to inspect the Premises; however, the VILLAGE and each of its authorized agents and employees, shall have the right to enter the Premises during all reasonable hours to examine the property. This right of entry shall likewise exist for the purposes of removing placards, signs, fixtures or alterations that do not conform to this Lease Agreement. However, LESSEE shall remain under a continuing obligation during this Lease Agreement to immediately notify the VILLAGE in Page 7 of 20 writing of any condition existing on or in the Premises that may be considered dangerous or hazardous, even if such condition is open and obvious. H. It is agreed and understood that the LESSEE shall not commit, suffer or permit to be done or committed any waste in or on the Premises or any part thereof, and in the event this provision is violated, the VILLAGE shall have the right to take such action, in law or in equity, as VILLAGE shall deem appropriate for the preservation of the Premises. Such option may include, but shall not be limited to, entering upon the Premises to rectify the condition, preserve the Premises and take such action as the VILLAGE may deem appropriate, all without liability to the VILLAGE. A violation of this condition by the LESSEE shall constitute a breach of the Lease Agreement. I. LESSEE acknowledges that the Premises includes a covered area on the Country Club pool patio and that the VILLAGE maintains scheduled pool operating hours. At all times that the VILLAGE pool is closed or is without the supervision of a lifeguard, the LESSEE shall be responsible for restricting its customers, guests and invitees to the Premises and shall be responsible for monitoring and ensuring that its customers, guests and invitees are restricted from access to the adjacent pool deck, pool lounges, pool bathrooms, swimming pool and diving areas. Failure of the LESSEE to restrict, monitor and /or ensure its customers, guests and invitees remain in the Premises and not enter the pool areas when the VILLAGE pool is closed or without supervision of a lifeguard shall constitute gross negligence by the LESSEE and may, at the VILLAGE's option, result in termination of this Lease Agreement. LESSEE agrees to indemnify and hold harmless the VILLAGE for any claims, losses or damages resulting from LESSEE's failure to abide by the provisions of this paragraph. This provision shall survive termination of the Lease Agreement. 5. VILLAGE'S OBLIGATIONS A. The VILLAGE shall provide an alarm system, including security cameras, and pest control for the Premises. B. The VILLAGE shall be responsible for maintaining the basic infrastructure, which includes only the parking lot, exterior landscape, exterior walls, foundation, roof and components of the electrical, plumbing HVAC, water and sewer systems and the non - exclusive use areas of the Premises at its sole expense. Notwithstanding the foregoing, in the event maintenance or repair is required because of any negligent or intentional act or omission of LESSEE or its employees or agents, LESSEE shall be responsible for such maintenance or repair. Note: The design of the new Country Club will include parking for food and beverage staff and customers. Valet parking, provided by LESSEE may be supplemented by off -site parking at other Village -owned property, when available, during peak schedules. Page 8 of 20 C. The VILLAGE shall provide a single point of contact, the VILLAGE Manager or any other person designated by the Village Council for, for all matters, including questions or concerns, relating to or arising out of this Lease Agreement. 6. SCHEDULE OF RENT A. LESSEE shall pay to the VILLAGE rent in the amount of Twenty Thousand Dollars and No Cents ($20,000.00) per month payable on the first day of each month ( "Base Rent "). The first Base Rent payment shall be due on the Effective Date of the Lease Agreement and shall be prorated in the event that the Effective Date falls after the first of the month. After the third full year of the term of the Lease Agreement, the Base Rent shall increase by three percent (3 %) and shall continue to increase by three percent (3 %) on an annual basis. B. In addition to the Base Rent set forth in Section 6.A above, LESSEE shall pay to the VILLAGE an amount equal to ten percent (10 %) of LESSEE's annual gross sales for Restaurant and Banquet Operations (excluding tips, credit card fees and sales taxes) over Four Million Five Hundred and Fifty Thousand Dollars and No Cents ($4,550,000.00) ( "Additional Rent "). LESSEE shall pay the Additional Rent to the VILLAGE on or before January 15th of each year this Lease Agreement remains in effect based on the calculation for the prior calendar year. C. LESSEE shall also pay to the VILLAGE rent for catered events ( "Catered Rent "). The Catered Rent payment shall be paid at the same time as the Base Rent payment and shall be accompanied by a written record of the events certified by LESSEE. Rent rates for Catered Events shall be established by the VILLAGE at its sole discretion. LESSEE shall collect the Catered Rent as a pass - through agent for the VILLAGE. The Catered Rent payment shall also include a percentage of the total food and beverage sales, excluding tips, credit card fees and taxes in accordance with the following schedule: Events of less than 25 persons: Six percent (6% Events of 26 to 50 persons: Seven percent (7 %) Events of 51 to 100 persons: Eight percent (8 %) Events of 101 to 150 persons: Nine percent (9 %) Events over 150 persons: Ten percent (10 %) NOTE: VILLAGE shall pay for direct costs of LESSEE for set up/ take down on those events where the room rental is waived by the Village Manager. Final adjustment of this will be calculated and included with the Additional Rent payment set forth in Section 6.13. above. Page 9 of 20 7. PERSONAL GUARANTEE OF LEASE OBLIGATIONS Within six (6) months of the commencement of the VILLAGE's demolition of the existing Country Club, LESSEE shall provide the VILLAGE with one or more absolute and unconditional personal guarantees of all of LESSEE's obligations under this Lease Agreement, specifically including those set forth in Section 3.1-1. above. The Personal Guarantors shall be comprised of LESSEE's equity investors. The guarantee(s) shall be in a form approved by the VILLAGE and shall be accompanied by certified financial statements demonstrating that the Personal Guarantors have sufficient funds available to satisfy LESSEE's obligations under this Lease Agreement in the event of LESSEE's default. In the event that: (1) LESSEE fails to provide the guarantee(s) within the time specified; or (2) the VILLAGE determines, in the exercise of its reasonable discretion, that the financial statements of the Personal Guarantors are not satisfactory to fully protect the interests of the VILLAGE, the VILLAGE shall have the absolute right to terminate this Agreement without recourse by providing written notice to LESSEE. 8. INSURANCE A. During the term of this Lease Agreement, the VILLAGE, at its own expense, shall maintain casualty insurance upon the building and any personal property owned by the Village located at the Premises. This insurance shall protect the VILLAGE from, and shall insure against, loss or damage by fire, windstorm, theft, vandalism and other like casualties. Any sums payable by reason of damage insured against in said casualty insurance policies shall be payable to the VILLAGE and VILLAGE may, but shall not be obligated, to utilize said sums for the reconstruction, replacement or the repair of the loss covered. Any excess of such amount received upon such policies shall be the property of the VILLAGE. In the event the Premises shall be so destroyed or so damaged or injured by fire or other casualty whereby the same shall be untenantable, all insurance proceeds shall be paid to VILLAGE but VILLAGE shall have no obligation to rebuild or repair the damage or render the Premises tenantable but there shall be a prorated abatement or prorated refund of the rental amounts required to be paid hereunder. B. It is specifically provided, as part of this provision, that the VILLAGE shall not be obligated in any way whatsoever to provide any insurance protecting the LESSEE, it being the specific intent of the parties that the insurance to be provided in Section 7.A shall be for the protection of the VILLAGE's property and not the property of the LESSEE. The LESSEE may, at its own expense, obtain such casualty insurance, as it deems appropriate, so as to protect any property it may own located in the Premises. C. LESSEE shall maintain and prior to the Effective Date of the Lease Agreement, provide the VILLAGE with certificates of insurance evidencing the following coverages issued by companies authorized to do business under the laws of the State of Florida: Page 10 of 20 1. Commercial General Liability for limits of not less than $1,000,000 per occurrence from claims for damages for bodily and personal injury, including wrongful death, as well as from claims of property damages which may arise from any operations under this Lease, whether such operations be by the LESSEE or by anyone directly employed by or contracted with LESSEE. 2. Liquor Liability with limits not less than $1,000,000 each occurrence. 3. Comprehensive Business Automobile Liability in the minimum amount of $1,000,000 combined single limit for bodily injury and property damages liability to protect the LESSEE from claims for damages for bodily and personal injury, including death as well as from claims for property damage, which may arise from the ownership use or maintenance of owned and non -owned automobiles, including rented automobiles and valet parking activities whether operations be by the LESSEE or by anyone directly or indirectly employed by the LESSEE. 4. Workers' Compensation and Employer's Liability insurance for all employees of LESSEE as required by Florida Statutes. All policies shall provide the VILLAGE with a thirty (30) day written notice of cancellation and include the VILLAGE as an Additional Insured. Insurance coverage shall be provided by carriers having an AM Best rating of B+ or higher. If, at any time, any of the policies shall be or become unsatisfactory to the VILLAGE as to form or substance, or if any of the carriers issuing such policies shall be or become unsatisfactory to the VILLAGE, the LESSEE shall promptly obtain a new and satisfactory policy in replacement. If any policy is canceled and is not promptly replaced, this Lease Agreement shall automatically terminate when any insurance coverage expires. 9. INDEMNIFICATION A. To the fullest extent permitted by applicable laws and regulations, LESSEE shall indemnify and hold harmless and defend the VILLAGE, its officials, agents, servants, and employees from and against any and all claims, liability, losses, and /or causes of action arising out of or in any way related to the services furnished by LESSEE pursuant to this Lease Agreement, including, but not limited to, those caused by or arising out of any act, omission, negligence or default of LESSEE and /or its subcontractors, agents, servants or employees. B. LESSEE shall not be required to indemnify the VILLAGE, its officials, agents, servants and employees when the occurrence results solely from the wrongful acts or omissions of the VILLAGE, its officials, agents, servants and employees. The terms of this Section shall survive completion of all services, obligations and duties provided for in this Lease as well as the termination of this Lease for any reason. Page 11 of 20 C. Nothing contained in this Lease shall create a contractual relationship with or a cause of action in favor of a third party against either the VILLAGE or the LESSEE, nor shall this Lease be construed a waiver of sovereign immunity beyond the limited waiver provided in § 768.28, Florida Statutes. 10. INSPECTOR GENERAL LESSEE is aware that the Inspector General of Palm Beach County has the authority to investigate and audit matters relating to the negotiation and performance of this contract and in furtherance thereof, may demand and obtain records and testimony from the LESSEE and its subcontractors. LESSEE understands and agrees that in addition to all other remedies and consequences provided by law, the failure of contractor or its subcontractors to fully cooperate with the Inspector General when requested may be deemed by the VILLAGE to be a material breach of the Lease justifying termination. , 11. FEDERAL AND STATE TAX The VILLAGE is exempt from Federal and State taxes for tangible personal property. However, LESSEE shall not be authorized to use the Village's Tax Exemption Number in securing goods or materials for services performed on the Premises. 12. PUBLIC RECORDS IF THE LESSEE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE LESSEE'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: (561) 841 -3355; NPBCLERK(,VILLAGE- NPB.ORG; OR 501 U.S. HIGHWAY ONE, NORTH PALM BEACH, FL 33408. In performing services pursuant to this Agreement, LESSEE shall comply with all relevant provisions of Chapter 119, Florida Statutes. As required by Section 119.0701, Florida Statutes, LESSEE shall: A. Keep and maintain public records required by the VILLAGE to perform the service. B. Upon request from the VILLAGE's custodian of public records, provide the VILLAGE with a copy the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law. C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of Page 12 of 20 the Contract term and following completion of the Contract if the LESSEE does not transfer the records to the VILLAGE. D. Upon completion of the Contract, transfer, at no cost, to the VILLAGE all public records in possession of LESSEE or keep and maintain public records required by the VILLAGE to perform the services. If LESSEE transfers all public records to the VILLAGE upon completion of the Contract, LESSEE shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If LESSEE keeps and maintains public records upon completion of the Contract, LESSEE shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the VILLAGE, upon request from the VILLAGE's custodian of public records, in a format that is compatible with the information technology systems of the VILLAGE. 13. NOTICES Any notice which the VILLAGE or LESSEE may be required or permitted to give to the other party shall be in writing and shall be mailed by certified mail, return receipt requested, to the addresses specified above. Notwithstanding the foregoing, the VILLAGE may give notice to LESSEE by personal delivery to the Premises. 14. LIENS ON LESSEE'S PROPERTY LESSEE shall pay all debts and obligations in the conduct of business on the demised premises and LESSEE shall not incur any indebtedness or lien which would impair LESSEE's ability to fully perform the terms and provisions of this Lease Agreement. The LESSEE shall permit no improvements to the demised premises or other property of VILLAGE to be made which might result in a mechanic's lien against said demised premises or other property without first providing a performance and payment bond to pay for said improvements. LESSEE shall not advertise or in any way inform the public or suppliers that the demised premises are operated by the VILLAGE or the North Palm Beach Country Club, and shall inform all third parties that LESSEE operates the demised premises. 15. RIGHTS OF VILLAGE NOT WAIVED The failure of the VILLAGE to exercise any right hereunder, including any rights to terminate, shall not be waived as to any subsequently arising right to act hereunder or as to any default to the LESSEE thereafter occurring; and, a failure to act by the VILLAGE shall not constitute a waiver as to any subsequent arising right to act on default. 16. DEFAULT A. The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease Agreement by LESSEE: Page 13 of 20 1. The vacating or abandonment of the demised premises by LESSEE. 2. The failure by LESSEE to make payment of rent or any other payment required to be made by LESSEE under this Lease Agreement, as and when due, where such failure shall continue for a period of seven (7) days after written notice thereof from the VILLAGE to LESSEE. 3. The failure by LESSEE to observe or perform any of the covenants, conditions or provisions to be observed or performed by LESSEE, where such failure shall continue for a period of ten (10) days after written notice thereof from the VILLAGE to LESSEE; provided, however, that if the nature of LESSEE's default is such that more than ten (10) days are reasonably required for its cure, LESSEE shall not be deemed to be in default if LESSEE commences such cure within said ten -day (10) period and thereafter diligently pursues such cure to completion. 4. If LESSEE should commence, in any court pursuant to any statute either of the United States or of any State, an insolvency or bankruptcy proceeding (including without limitation a proceeding for liquidation, reorganization or for adjustment of debts of an individual with regular income), or if such a proceeding is commenced against LESSEE or any said guarantor and either an order for relief is entered against such party or such party fails to secure a discharge of the proceeding within one hundred and twenty (120) days of the filing thereof, or if LESSEE or any said guarantor becomes insolvent or is unable or admits in writing his or her inability to pay his or her debts as they become due, or makes an assignment for the benefit or creditors or petitions for or enters into an agreement within his or her creditors or a custodian is appointed or takes possession of LESSEE's or any said guarantor's property, whether or not a judicial proceeding is instituted in connection with such arrangements or in connection with the appointment of such custodian. 5. The discovery by the VILLAGE that any financial statement given to the VILLAGE by LESSEE, any assignee or LESSEE, any subtenant of LESSEE, any successor in interest of LESSEE of LESSEE's obligations, and any of them is materially false. B. In the event of any default or breach by LESSEE, the VILLAGE may at any time thereafter, without notice or demand and without limiting the VILLAGE in the exercise of any right or remedy which the VILLAGE may have any reason of such default or breach, do the following: 1. Declare the entire rent for the balance of the Initial Term or Renewal Term, or any portion thereof, due and payable forthwith, and bring an action for the recovery thereof. 2. Terminate LESSEE's right to possession of the demised premises by any lawful means and retake possession thereof for the account of the VILLAGE, in which event LESSEE Page 14 of 20 shall immediately surrender possession of the demised premises to the VILLAGE and all further liability under this Lease Agreement on the part of LESSEE and the VILLAGE shall terminate. 3. Maintain LESSEE's right to possession, in which event this Lease Agreement shall continue in effect whether or not LESSEE shall have abandoned the demised premises. In such event, the VILLAGE shall be entitled to relet the demised premises and to enforce all of the VILLAGE's rights and remedies under this Lease Agreement, including the right to recover the rent and other sums due as they become due. 4. Pursue any other remedy now or hereafter involving LESSEE under the Bankruptcy Code, 11 U.S.C. Section 101 et seq., if this Lease Agreement is assumed by LESSEE's trustee in bankruptcy (after he or she has cured all existing defaults, compensated the VILLAGE for any loss resulting therefrom and provided adequate assurance of future performance), then this Lease Agreement may not be assigned by the trustee to a third party, unless such party (a) executes and delivers to the VILLAGE an agreement in recordable form whereby such party assumes and agrees with the VILLAGE to discharge all obligations of LESSEE under this Lease Agreement; (b) has a net worth and operating experience at least comparable to that possessed by LESSEE and any guarantor hereof as of the time of execution of this Lease Agreement; and, (c) grants to the VILLAGE, to secure the performance of such party's obligations under this Lease Agreement, a security interest in such party's merchandise, inventory, personal property, fixtures, furnishings and accounts receivable (and in the proceeds of all of the foregoing) with respect to his or her operations at and in the demised premises, and in connection therewith, such party shall execute such security agreements, financing statements and other documents (the forms of which are to be prepared by the VILLAGE) as are necessary to perfect such lien. C. If the VILLAGE should exercise any of its remedies hereunder, LESSEE shall be liable for and shall pay to the VILLAGE the costs of removing and storing LESSEE's or other occupant's property; the costs of repairing, altering, remodeling or otherwise putting the demised premises into condition that approximates the condition at the time of commencement of the Lease Agreement, ordinary wear and tear excepted; real estate commissions actually paid; that portion of the leasing commission paid by the VILLAGE applicable to the unexpired term of this Lease Agreement, if applicable; and, all reasonable expenses incurred by the VILLAGE to relet the premises, including attorney's fees. D. If this Lease Agreement should be terminated, or the Lease should expire, the VILLAGE shall have the immediate right thereafter to reenter the demised premises and to remove all persons and LESSEE's property therefrom. Such property may be stored in a public warehouse or elsewhere at the cost of, and for the account of LESSEE, all without service of notice or resort to legal process (all of which LESSEE expressly waives). In such event, the VILLAGE shall not Page 15 of 20 be deemed guilty of trespass or become liable for any loss or damage which may be occasioned thereby. E. The rights and remedies granted herein to the VILLAGE are distinct, separate and cumulative remedies, and the exercise of any of them shall not be deemed to exclude the VILLAGE's right to exercise any or all of the others. All charges payable to LESSEE under the terms of this Lease Agreement shall be deemed rent for the purpose of the VILLAGE exercising its remedies. F. No waiver of any covenant or condition or of the breach of any covenant or condition of this Lease Agreement shall be taken to constitute a waiver of any subsequent breach of such covenant or condition nor to justify or authorize the non - observance on any other occasion of the same or of any other covenant or condition hereof, nor shall the acceptance of rent by the VILLAGE at any time when LESSEE is in default under any covenant or condition hereof be construed as a waiver of such default or of the VILLAGE's right to terminate the Lease Agreement on account of such default, nor shall any waiver or indulgence granted by the VILLAGE to LESSEE be taken as an estoppel against the VILLAGE, it being expressly understood that if at any time LESSEE should be in default in any of his or her covenants or conditions hereunder, an acceptance by the VILLAGE of rent during the continuance of such default or the failure on the part of the VILLAGE promptly to avail itself of such other rights or remedies as the VILLAGE may have shall not be construed as a waiver of such default, but the VILLAGE may at any time thereafter, if such default continues, terminate this Lease Agreement on account of such default. G. LESSEE waives all claims for damages by reason of the VILLAGE's exercising its right to re -enter the demised premises and take possession of the property located therein, or damages by reason of any distress warrant, forcible detainer proceedings, sequestration proceedings or other legal process. H. The VILLAGE shall not be in default unless the VILLAGE fails to perform its obligations required of the VILLAGE within a reasonable time, but in no event later than ten (10) days after written notice by LESSEE to the VILLAGE and to the holder of any first mortgage or loan covering the Demised Premises whose name and address shall have theretofore been furnished to LESSEE in writing, specifying wherein the VILLAGE has failed to perform such obligations; provided, however, that if the nature of the VILLAGE's obligations is such that more than ten (10) days are required for performance, the VILLAGE shall not be in default if the VILLAGE commenced performance within such ten (10) day period and thereafter diligently prosecutes the same to completion. I. LESSEE hereby acknowledges that late payment by LESSEE to the VILLAGE of rent and other sums due hereunder will cause the VILLAGE to incur costs not contemplated by this Lease Agreement, the exact amount of which will be extremely difficult to ascertain. Such costs Page 16 of 20 include, but are not limited to, processing and accounting charges, and late charges which may be imposed on the VILLAGE by the terms of any mortgage or loan covering the demised premises. Accordingly, if any installment of rent or any other sum due from LESSEE shall not be received by the VILLAGE or the VILLAGE's designee within ten (10) days after such amount shall be due, LESSEE shall pay to the VILLAGE a late charge equal to five percent (5 %) per annum of such overdue amount. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs the VILLAGE will incur by reason of late payment by LESSEE. Acceptance of such late charge by the VILLAGE shall in no event constitute a waiver of LESSEE's default with respect to such overdue amount, nor prevent the VILLAGE from exercising any of the other rights and remedies granted hereunder. 17. SURRENDER. Upon the expiration or termination of this Lease Agreement, LESSEE shall deliver and surrender to the VILLAGE the demised premises in good repair and condition with ordinary wear and tear excepted, and shall deliver all keys and combinations to locks, safes and vaults to the VILLAGE. Before surrendering the demised premises, LESSEE shall remove all of its personal property, equipment, tools of trade, and /or furnishings provided by the LESSEE and shall repair any damage caused thereby. Floor coverings, window, wall and ceiling treatments shall not be removed from the demised premises and shall be the property of the VILLAGE. If LESSEE should fail to restore the demised premises as aforesaid or if LESSEE should fail to repair any damage caused by the removal of LESSEE's property from the demised premises, the VILLAGE may restore the demised premises, and all such costs incurred thereby shall be an expense of LESSEE. VILLAGE shall have the right to defray such costs by deducting same from LESSEE's security deposit. LESSEE's obligation to perform this provision shall survive the termination or expiration of this Lease Agreement. If LESSEE should fail to remove its property upon the termination or expiration of this Lease Agreement, said property shall be deemed abandoned and shall become the property of the VILLAGE. 18. HOLDING OVER. If LESSEE should remain in possession of all or any part of the demised premises after the termination or expiration of this Lease Agreement, with the consent of the VILLAGE, which the VILLAGE shall have the unconditional discretion to grant or deny, then LESSEE shall be deemed to hold the demised premises from month to month subject to all of the terms and provisions thereof, except only as to the term of this Lease Agreement; provided, however, if LESSEE holds over without the consent of the VILLAGE, then the rent payable during such period as LESSEE shall continue to hold the demised premises or any part thereof shall be two hundred percent (200 %) of the rent that would otherwise be due and owing. 19. MISCELLANEOUS A. The parties hereto specifically intend that LESSEE's operation and conduct of business Page 17 of 20 upon the Premises shall be solely as an independent contractor and nothing herein is intended nor shall it be construed by the parties hereto, nor by any third party, as creating a relationship of principal and agent, employer or employee, partnership or joint venture between the parties hereof. Neither the method of computation of rent, nor any other provisions contained herein, nor any acts of the parties hereto, shall be deemed to create any relationship between the parties hereto other than the relationship of Lessor and Lessee. B. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney's fees, court costs and all expenses even if not taxable as court awarded costs (including, without limitation, all such fees, costs and expenses incident to appeals), incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled. C. The invalidity of any provision of this Lease Agreement as determined by a court of competent jurisdiction shall in no way affect the validity of any other provision hereof. D. Time is of the essence. E. In the event any payments are not made as and when due in accordance with the terms and conditions of this Lease, or should it become necessary for the VILLAGE to make any payments otherwise required to be made by the LESSEE under this Agreement, then all such payments shall bear interest from the date due at the highest lawful rate of interest. F. The captions used herein are for convenience only and do not limit or amplify the provisions hereof. G. This Lease Agreement contains all agreements of the parties with respect to any matter mentioned herein. No prior agreement or understanding pertaining to any such matter shall be effective. This Lease Agreement may be modified in writing only, signed by the parties in interest at the time of modification. H. Subject to the provisions hereof restricting assignment or subletting by LESSEE and regarding the VILLAGE's liability, this Lease Agreement shall bind the parties, their personal representatives, successors and assigns. The Lease Agreement shall be governed by the laws of the State of Florida with venue in Palm Beach County, Florida. I. This Lease Agreement shall not be construed more strongly against either party regardless of which party was more responsible for its preparation. J. LESSEE and the Village Manager shall meet no less than annually to discuss and review the prior Calendar Year's activity. During this meeting, any significant changes in the Laws, economic or marketplace conditions; and /or any suggestions on ways to improve the Page 18 of 20 performance of the food and beverage operations at the North Palm Beach Country Club shall be discussed. Should any of these changes /suggestions warrant a change in the Restaurant Operator Agreement then they will be presented to the Village Council for consideration. All changes to this Agreement shall be in writing and executed by both parties. K. VILLAGE agrees that the Restaurant and Banquet Operations carried out under the terms of this Agreement shall be performed by LESSEE under proprietary systems developed by LESSEE. Proprietary systems include, by way of example, recipes, employee and training manuals, inventory systems, purchasing programs, scheduling systems, point of sale procedures and accounting methods. Upon termination or expiration of this Agreement for any cause, the VILLAGE shall not, without the written consent of the LESSEE, carry on such operations using the proprietary systems developed by the LESSEE or the copyrighted brand of "Carl Von Luger ". [Remainder of page intentionally blank — signatures on next page] Page 19 of 20 IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above. (VILLAGE SEAL) ATTEST: By: _ Melissa Teal, Villag Clerk APPROVED AS TO FORM AND LEGAL SUFFICIENCY: Leonard G. Rubin, Village Attorney Witnessed by: 'I a-e _l s Print N Print Name: Carl Von u' er FL LL By:,'� ame: Robert A. Dickert Title: Owner Page 20 of 20 Exhibit Amt 0 0 .. 1 Exc; sn o Right Area Exclusive Right Area A :a :'r inn - tion of use. designations will be made after completion of final architectural documents, ExG btA P &L Conceptual drawl l version 9 Alb! Area 2»226 «ems bn of use designations w$bemadeafter completion offinal architectural docume s. I� u * k. w f Exhibit A P &L Conceptual drawings version A -9 Exclusive Right Area ` Non Exclusive Right Area 4 4) r. r P Final delineation of use designations will be made after completion of final architectural documents. t" \a ; P Exhibit A A� T___- P &L Conceptual drawings version A -9 Exclusive Right Area Non Exclusive Right Area Final delineation of use designations will be made after completion of final architectural documents. Exhibit A -2 is yeftion A -9 Exclusive Right Area Non Exclusive Right Area k J Final delineation of use designations will be made after completion of final architectural documents.