1999-064 CC Restaurant Lease with Edward D'Ambra
RESOLUTION NO. 64-99
A RESOLUTION OF THE VILLAGE COUNCIL
OF THE VILLAGE OF NORTH PALM BEACH,
FLORIDA, AUTHORIZING AND DIRECTING
THE MAYOR AND VILLAGE CLERK TO ENTER
INTO A LEASE AGREEMENT TO CONDUCT
FOOD AND BEVERAGE OPERATIONS AT THE
NORTH PALM BEACH COUNTRY CLUB WITH
EDWARD P. D'AMBRA ATTACHED AS
EXHIBIT "A"; AND PROVIDING FOR AN
EFFECTIVE DATE.
BE IT RESOLVED BY THE VILLAGE COUNCIL OF NORTH PALM BEACH,
FLORIDA:
Section 1 • The Village Council of the Village of North Palm Beach, Florida,
does hereby approve the Agreement with Edward P. D'Ambra, attached as Exhibit "A",
which agreement is for the purpose of securing a Lessee for the conduct of food and
beverage operations at the North Palm Beach Country Club.
The Mayor and Village Clerk are hereby authorized and directed
to execute the Agreement with Edward P. D'Ambra, set forth in Exhibit "A" for and on
behalf of the Village of North Palm Beach.
Section 3. This Resolution shall take effect immediately upon its adoption.
PASSED AND ADOPTED THIS 28th DAY OF OCTOBER , ~ggg.
LJ
(Village Seal)
ATTEST:
V /~ ~
VILLAGE CLERK
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Sent By: HP LaserJet 3700; S6t 626 1244;
THIS INSTRUMENT PREPARED BY;
• GARY J. NAGLE, ESQUIRE
14255 U.S. HIGHWAY 1, SUITE 223
JUNp BEACH, FL 33908
ASSIGNMENT OF LEASE
THIS ASSIGN
by and between
"Grantor", whose
FL 33908, and
"Grantee", whose
FL 33908.
Nov-9.99 10:a3AM; page 7/1
MENT, made on Lf7is 9~~ day of NUVEMBEA, lyyg~
EDWARD P. D AMBRA,~Qinafter referred to as
address is 756 waterway Drive, North Palm Beach,
J.E.D.L., INC., hereinafter referred to as
address is 756 Waterway Drive, North Palm Beach,
W I T N E S SET H:
THAT the Grantor does hereby assign all right, title and
interest to Grantee ir1 the Lease to conduct food and beverage
operations at the North Palm Beach Country Club.
FURTHER, that Grantee accepts this Assignment of the Lease
and its terms and conditions.
IN WITNESS WHEREOF, Grantor and Grantee have caused these
presents to be signed in their names.
G/. ~T'j'NESSES:
'~%+/~' EDWARD P. D' M ~-
NESSES:
--
WITNESSES:
J.E.D.L., INC.
BY:
~~
.as r~, nuu, rrccnuc PYiI7HUtK
/ ~1L VILLAf,E OF NORTH PALM BEACH/
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LEASE AGREEMENT
TO CONDUCT FOOD AND BEVERAGE OPERATIONS AT
THE NORTH PALM BEACH COUNTRY CLUB
THIS AGREEMENT made this 29th day of October, 1999, by and between the
VILLAGE OF NORTH PALM BEACH, a Florida municipal corporation, hereinafter called
"VILLAGE", and EDWARD P. D'AMBRA, hereinafter called "LESSEE".
WITNESSETH:
WHEREAS, the VILLAGE is the owner of certain improvements being a part of the North
Palm Beach Country Club, which improvements are hereinafter described; and
WHEREAS, the LESSEE desires to lease from the VILLAGE said improvements to supply
food, beverage and general dining and eating services to the VILLAGE residents, as hereinafter
specified the members of the North Palm Beach Country Club and the general public;
NOW, THEREFORE, in consideration of the premises and of the mutual benefits, promises
and agreements herein contained, it is agreed as follows:
1. DEMISE AND DESCRIPTION OF PREMISES.
The VILLAGE hereby grants LESSEE, and LESSEE hereby accepts from VILLAGE, an
exclusive Lease to use and operate the following described premises, hereinafter refereed to as
"demised premises" to consist of the dining room, Lounge, Snack Bar, office space, storage areas
and the kitchen in the clubhouse building at the North Palm Beach Country Club and covered pool
• deck area together with non-exclusive right to the use of the restrooms in said building whenever the
c:lwpdocs\villagc\dini ng.4
facilities are open. LESSEE shall keep rest rooms in demised area in a clean, sanitary condition and
in good repair.
2. TERM.
The term of this Agreement shall be for thirty-five (35) months commencing on the 1st day
of November, 1999, and shall end on September 30, 2002.
3. LESSEE OBLIGATIONS.
A. At a minimum, LESSEE shall provide dinners on Friday and Saturday nights between the
hours of 5:00 p.m. and 8:00 p.m. LESSEE will be allowed to provide the Friday and Saturday
dinners in the lounge area in the event the main dining room is used for catered events.
B. The Lounge shall be open seven days a week from 10 a.m. and close no earlier than 7:00
p.m. or 8:00 p.m. during daylight savings time. At a minimum lunch will be served every day in the
Lounge from 11:00 a.m. to 2:30 p.m. From June 1 through September 30, LESSEE shall have the
option to close on Mondays.
Lessee shall not be required to comply with the provisions of paragraph 3A and 3B until
November 9, 1999.
C. LESSEE may negotiate contracts with groups desiring use of the facilities on a regular
or recurring basis.
D. Notwithstanding anything contained herein to the contrary, LESSEE shall close the
main restaurant dining room on all election days. As compensation therefore, VILLAGE shall pay
to LESSEE the sum of $250.00 for each election day that LESSEE closes.
E. If the golf course superintendent closes the golf course on Mondays through Fridays
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for the balance of the day and LESSEE does not have scheduled events during that day, LESSEE
• shall have the option to close food and beverage operations for the balance of the day; provided,
however, LESSEE agrees that notwithstanding anything herein contained to the contrary that the
lounge shall remain open on Fridays, Saturdays, Sundays and hohdays irrespective of course closings;
provided, however, LESSEE shall have the right to close on Christmas Eve after 4:00 pm. and
Christmas day. The lounge may be closed by LESSEE when there is a declaration of stated
emergency.
F. LESSEE shall furnish food and beverages for the VILLAGE'S 4th of July events on
Country Club grounds and agrees to negotiate the terms of furnishing food and beverage to the
VII.LAGE's employee picnic to be scheduled in September of each year.
G. During the term of lease or extension thereof, LESSEE shall conduct one (1) special
event per calendar month at the Country Club.
H. VII..LAGE agrees to purchase and install new kitchen equipment for use of LESSEE
as set forth in Exhibit "A" attached and purchase logo embossed dinner plates to include the large
dinner plate, salad plate and bread plate, which cost to the VILLAGE is not to exceed the sum of
eight thousand ($8,000.00) dollars. Logos are not to be embossed on silverware, flatware, crystal,
glassware, coffee cups or saucers.
I. LESSEE shall report to the VILLAGE Manager or his designee.
J. LESSEE agrees to assume the existing lease for the beverage cart (1998 Club Car
Gasoline Carryall II) from LESSOR upon the effective date of this lease agreement.
4. PERMITTED USE.
A. LESSEE shall use the demised premises to provide food and beverage sales and services,
including alcoholic beverages, sales and service and catering sales and services and to supply food,
. beverage and general dining and eating services to the VILLAGE residents, the members of the
North Palm Beach Country Club, and the general public. LESSEE'S permitted use shall include the
operation of the beverage and food carts on the golf course. LESSEE shall have the right to utilize
either the main dining room or the covered pool deck area for catered functions during the hours
LESSEE is required to stay open for lunch; provided, however, either the dining room or the
lounge shall be open at all times during the required luncheon hours in order to serve lunch to the
VILLAGE residents, the members of the North Palm Beach Country Club and the general public.
B. LESSEE shall provide silverware, crystal, glassware, coffee cups, saucers, flatware and
dishes at his expense and may remove same upon termination of the lease. LESSEE shall also have
use of all flatware and dishes owned by the VILLAGE and at the Country Club and LESSEE shall
not be liable for loss or damage of such items; LESSEE shall be responsible for loss, damage, or
breakage of logo items.
C. LESSEE shall have the right to close the vending machines when the snack bar is open
for business.
D. LESSEE shall not, without the prior written approval of the VILLAGE Council, (a)
make any changes to or paint the demised premises; (b) install or remove any exterior lighting,
decorations or paintings.
VILLAGE Manager or his designee must give approval for the erection, installation and
utilization of any signs, decorations or advertising media, which approval shall not be unreasonably
withheld.
E. LESSEE shall have the right to prepare, serve and sell food and beverages on the golf
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course at such time and places as agreed between the LESSEE and the VILLAGE Manager.
• F. So long as LESSEE is not in default, LESSEE can quietly enjoy undisturbed possession
of the premises.
5. SCHEDULE OF EVENTS.
LESSEE shall provide the VILLAGE, in writing, in advance, a list of bookings by LESSEE
of parties, banquets, special events, receptions, dinners, etc.
6. LICENSES AND TAXES.
A. LESSEE, at his e>t'~ense, shall obtain all necessary State, Federal and local licenses
and permits, and shall comply with all applicable Federal, State or local rules and regulations,
including the Codes and Ordinances of the VILLAGE.
B. LESSEE agrees to obtain and keep, at his own expense, an alcoholic beverage license
in accordance with the laws of the State of Florida which will allow LESSEE to fully perform the
terms and provisions of this Agreement during the term of this Lease.
CREDIT SALES.
A. The VILLAGE shall charge LESSEE a one percent (1%) fee for administration of all
amounts it collects which are due and payable to the LESSEE. Said fee shall be in addition to any
other considerations or compensations contained in this agreement, and shall be subtracted from the
amounts remitted to LESSEE under this section. LESSEE shall extend credit to Country Club
members, the VILLAGE shall attempt to collect same in its ordinary course of business and shall be
obliged to remit to the LESSEE only what it collects from such members.
B. The parties understand that the VILLAGE bills Country Club members on the last day of
each month after LESSEE has extended credit to the members. At the close of each month, LESSEE
shall provide the VILLAGE with all credit information concerning that month, which the VILLAGE
shall bill on the last day of the following month. The VILLAGE shall remit to LESSEE on the 10th
of each month the monthly credit which it has collected from the members, less the sum of one
thousand ($1,000.00) dollars which the VILLAGE shall advance the LESSEE the 25th day of the
preceding month.
8. EQUIPMENT AND PROPERTY.
The VILLAGE will provide LESSEE the equipment and utensils listed on Exhibits "A" and
"B" attached hereto and made a patt hereof, which equipment shall be maintained by LESSEF, in a
state of good repair. Upon the termination of the Lease, the LESSEE shall return to the VILLAGE
all equipment and personal property listed on Exhibit "A" and page four of Exhibit "B" in the same
condition as received from the VILLAGE, less reasonable wear and tear. LESSEE shall retain
ownership and possession of all personal property listed on pages one through three, inclusive, of
Exhibit "B".
The LESSEE agrees to pay the VILLAGE an amount equal for the then current replacement
price ofeach logo purchased by LESSOR and not returned, or returned in an unserviceable condition.
9. LESSOR OBLIGATIONS.
A. VILLAGE agrees to dedicate the inside full page to the VILLAGE Newsletter for
promoting a country club calendar and announcing events and dinner schedules at the Country Club
for public information purposes.
B. VILLAGE agrees to budget, purchase and construct a separate lighted changeable copy
sign on US Highway One announcing the restaurant and some facsimile that it is open to the public.
The location and exact design of the sign shall be determined by the VILLAGE. The sign shall be
constructed and installed no later than the substantial completion of the remodeling of the club house.
C. LESSOR shall purchase and provide a point of sale (POS) computerized cash register
"system" to include accompanying and compatible hardware and software. Said system is to be
programmed and interfaced with the Country Club administrative office computer. LESSEE agrees
to lease said system from the VILLAGE at a price to be agreed between the parties.
D. LESSEE shall have access to a golf cart when available for the sole purpose of LESSEE
checking on his business operations.
E. LESSEE shall be assigned up to ten (10) contiguous starting tee times at the golf course
on Mondays after 12:00 noon. Reservations are required at least ten (10) days prior to the tee times
requested by LESSEE and any unused tee times prior to the respective Monday shall be relinquished.
The tee times must be assigned and utilized in conjunction with restaurant usage and are intended
to be utilized to promote packages that include restaurant usage.
F. VJI.LAGE agrees to establish and implement a minimum restaurant charge of $10.00 per
month for annual golf membership in accordance with the following terms and provisions:
(1) VILLAGE is to account for collection, expenditure and verification of golf
memberships using their monthly $10.00 minimum; and
(2) For all memberships not expending $10.00 per month on restaurant purchases,
the VILLAGE shall pay LESSEE the said minimum of $10.00 or unused balance thereof no later than
the end of the month following the month that the minimum was to be expended.
10. UTILITIES.
The LESSEE shall pay to the VILLAGE his proportionate share of utilities which serve the
Country Club building according to the following agreed schedule:
Gas - 40%
Telephone - 100%
. Electricity - 26% for 3 months Cable Television - 100%
and 52% thereafter
Satellite Dish - 100%
Water & Sewer - 30%
Subsequent to execution of this Lease Agreement, the parties agree to establish the
proportionate share that LESSEE shall pay for pest extermination and alarm system. The VILLAGE
shall provide LESSEE with a monthly statement of such costs. The V]I.LAGE may offset said
expenses from the credit sales amount owed to LESSEE. Any balance remaining shall be immediately
paid by LESSEE to the VILLAGE.
11. HEALTH. FIRE AND AFETY RE CATION
All employees required by Florida law shall have curcent food handlers' permits. The
LESSEE shall keep all premises described herein clean, satisfactory and in sanitary condition
according to conditions approved by the VILLAGE and state agencies.
All refuse and waste materials created in the exercise of this Lease shall be removed by the
LESSEE to designated collection points to be removed by the VILLAGE, but the LESSEE shall
provide and pay for one of two "dumpsters" or similar receptacles, approved by the VILLAGE, for
temporary storage of refuse and waste. All State and local fire, health and safety regulations shall be
strictly complied with and at the sole cost of the LESSEE.
12. MAINTENANCE AND EOUH'MENT
LESSEE shall be responsible for repays to all equipment on the demised premises. LESSEE
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agrees to pay fifty percent (50%) of all air conditioning and heating unit repairs incurced by the
VILLAGE regarding the demised premises.
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LESSEE shall maintain and repair the furnishings in the demised premises as necessary and
• shall replace all furnishings which are no longer useful due to negligence or intentional act of
LESSEE or LESSEE'S employees, agents, guests, patrons or customers.
LESSEE shall obtain the permission of the VILLAGE Manager or his designee and a
VILLAGE work permit, if necessary, to install or attach to the premises any equipment or fixtures
desired by the LESSEE, and if LESSEE ever desires to remove the same, or is required by the
VILLAGE to remove the same for any reason consistent with this Lease, the LESSEE shall restore
the area of installation or attachments substantially to its condition prior to installation or attachment
and make the fact of removal as inconspicuous as reasonably possible. All fixtures which LESSEE
does not remove upon LESSEE'S ceasing to operate shall be the property of the VILLAGE, without
expense to the VILLAGE.
LESSEE shall be responsible for repairs and maintenance of the bathroom facilities in the
front of the demised premises and shall keep same in a sanitary condition on a daily basis.
LESSEE shall be responsible for maintaining all plants and foliage located within the denused
premises.
LESSEE shall be responsible for repair and maintenance of all glass windows, light fixtures,
bulbs and doors in or on the demised premises and shall keep the demised premises in a clean
condition on a daily basis.
13. WSURANCE.
A. The VILLAGE shall carry fire insurance with extended coverage on the premises and
on all the personal property thereon which is owned by the VILLAGE, including the property
installed or placed in the areas covered by this Lease for LESSEE's use. The LESSEE shall carry
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such fire insurance as the LESSEE deems advisable as to the property owned by the LESSEE.
• B. Commercial General Liability: The LESSEE shall maintain and, prior to
commencement of this contract, provide the Village with evidence of Commercial General Liability
insurance to include: 1) Prernises/Operations, Products/Completed Operations, and
PersonaVAdvertising injury for limits ofnot less than $1,000,000 per occurrence; 2) Fire Damage for
limits of not less than $100,000 per occurcence; 3) Medical Payments for limits not less than $5,000
per person and 4) a General Aggregate limit of not less than $2,000,000. The policy shall also
provide the Village with a Thirty'(30) Day Written Notice of Cancellation or Non-Renewal and
include the Village as an Additional Insured.
C. Liquor Liabili~. The LESSEE shall maintain and, prior to commencement of this
contract, provide the Village with evidence of Liquor Liability Insurance with limits of not less than
$500,000 each person/$1,000,000 each incident. The policy shall also provide the Village with a
Thirty (30) Day Written Notice of Cancellation or Non-Renewal and include the Village as an
Additional Insured. Liquor Liability may be included within the commercial general liability policy,
but would need to be so specified on the Certificate of Insurance.
D. LESSEE shall carry plate glass insurance on the demised premises.
E. LESSEE shall name the VILLAGE as an additional insured on all such policies and
shall provide written proof of all insurance coverage within ten (10) days after signing the LEASE.
F. Business Automobile Liability. The LESSEE shall maintain and, prior to
commencement of this contract, provide the VILLAGE with evidence of Business Automobile
Liability insurance to include: 1) coverage for any automobile -Symbol I for limits of not less than
$1,000,000 combined single limit (bodily injury & property damage) per accident and 2) Personal
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Injury Protection (Florida no-fault) with full statutory limits. The policy shall also provide the
• VILLAGE with a Thirty (30) Day Written Notice of Cancellation or Non-Renewal and include the
VILLAGE as an Additional Insured. A single limit policy can be substituted with $500,000 bodily
injury/$1,000,000 bodily injury per accident, and $250,000 property damage per accident.
G. Workers' Compensation and Employers Liability. The LESSEE shall maintain and,
prior to commencement of this contract, provide the VII.LAGE with evidence of Workers'
Compensation insurance providing Florida statutory (F.S. 440) limits to cover all employees and
include Employers Liability coverage with limits of not less than $500,000 for accidents or disease.
The policy shall also provide the VILLAGE with a Thirty (30) Day Written Notice of Cancellation
or Non-Renewal.
H. 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 shall automatically
terminate when any insurance coverage expires.
14. INDEMNITY.
LESSEE agrees to indemnify and hold harmless LESSOR, at alt times after date of this
Agreement, against and in respect of all liabilities, claims, damages, deficiencies, actions,
proceedings, demands, assessments, judgements, costs and expenses, including a reasonable
attorney's fee at the trial and appellate level, incident to any of the foregoing by reason of LESSEE's
conduct of business from and after date of this Agreement upon the demised premises. Such
indemnification shall include damage to the property of the VILLAGE or injury to employees or
• Il
agents of the VILLAGE arising out of the conduct, operation, acts or omissions of the LESSEE
. hereunder.
15. ASSIGNMENTS.
LESSEE shall have the one time right of assignment of subject lease agreement to a Florida
corporation for profit to be formed by LESSEE in which LESSEE and his immediate family own
more than fifty one (51%) percent of the stock of the corporation. If LESSEE makes a transfer of
more than fifty (50%) percent of the common stock of the corporation to a third party or otherwise
transfers control of the corporatioTt; such action shall constitute an impermissible assignment of this
lease. The parties acknowledge that the VILLAGE has negotiated for the services of the LESSEE,
EDWARD P. D'AMBRA and he agrees to remain liable for full performance of the terms and
provision of this agreement, including, but not limited to, the payment of rent in the event that the
corporation is in default.
16. ANTI-DISCRIMWATION
The LESSEE shall not discriminate against any employee or applicant for employment to be
employed in the performance of this Lease with respect to its hire, tenure, term, condition or
privileges or employment, or any matter directly or indirectly related to employment, because of his
or her race, color, religion, national origin, ancestry, sex or age. The LESSEE shall not discriminate
against hiring the handicapped.
17. SCHEDULE OF RENT
For the period from November 1, 1999, to January, 2000, inclusive, LESSEE shall pay
LESSOR rent on a monthly basis, at seven (7%) percent of gross sales plus Florida State Sales Tax
thereon. For the months of February, March and April of 2000, LESSEE shall pay LESSOR rent
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of $3,888.00 per month plus Florida State Sales Tax thereon. For the months of May through
• September of 2000, LESSEE shall pay LESSOR rent at the rate of $1,000.00 per month. If seven
(7%) percent of gross sales during said eleven (11) month period exceeds the sums paid by LESSEE
as herein before specified, LESSEE shall pay the difference to the VILLAGE within fifteen (15) days
after the expiration of the eleventh (11) month, or no later than October 15, 2000.
During the fiscal year that commences October 1, 2000, and expires September 30, 2001,
LESSEE shall pay rent at the rate of seven percent (7%) of gross sales or thirty thousand
($30,000.00) dollars, whicheverl~ greater. Florida State Sales Tax shall be added to all rent paid to
the VILLAGE. LESSEE shall have the right to pay the VILLAGE the sum offer thousand eae
DO Ky, oo o.oo NOYSMBin
wed-si~y~ix dollars and 66/100 ($3;~}6b.66) per month for six (6) months from Acteber 1, 2eee
Pau po, s oet YngY ,tees O oroprR
through A4eveH-3-1 and one thousand ($1,000.00) dollars per month from A~tl 1, through SePtea~er
31. a ee~,
39. If seven percent (7%) of gross sales exceeds the sum of thirty thousand ($30,000.00) dollars
during such fiscal year, LESSEE shall pay the difference to the VILLAGE within fifteen (15) days
after the expiration of the fiscal year. LESSEE shall pay rent for the fiscal year October 1, 2001, to
expiration ofthe original lease term in the same manner and for the same amounts as specified herein
for the fiscal yeaz that commences October 1, 2000. LESSEE shall provide LESSOR with copies of
Florida State Sales Tax reports and all other business records of LESSEE necessary fot LESSOR's
determination of the amount of gross sales.
18. DEPOSIT.
Concurrent with execution of this Lease, LESSEE shall pay to the VILLAGE a deposit in the
amount of $4,500.00 either in the form of cash or letter of credit as security for LESSEE's faithful
performance of LESSEE'S obligations. LESSEE shall also deposit with the VILLAGE in advance
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F~vt oo rs,eso.oo
the sum of€ear thousand ~wukad~i~cty-six and Gb/100 ($4~ 166bb) dollars as the estimated first
• and last month's rent on the premises. Upon default by LESSEE, the VILLAGE may use, apply or
retain all or any portion of the deposit to cure such default, or to compensate the VILLAGE for any S
damage or loss suffered by the VILLAGE by reason of LESSEE's default. If the deposit is in the
form of cash, the VILLAGE shall place the security deposit of $4,500.00 in aninterest-bearing
account, and the interest shall belong to the LESSEE unless it is needed to cover the purposes of this
paragraph.
19. OPTION TO -t)~NEW.
A. Provided LESSEE has fully performed all terms and provisions of this lease agreement
during the initial term including, but not limited to, payment of all sums of rent, LESSEE shall have
one (1) three (3) year option to renew this lease agreement upon the same terms and provisions with
the exception that the parties must agree on the amount of rent to be paid during the option term.
B. To exercise the option to renew, the LESSEE must notice LESSOR in writing not less
than six (6) months prior to expiration of the lease term. The notice shall be delivered in accordance
with the provisions of paragraph 23 of this lease and shall be delivered to Village Hall, 501 U. S.
Highway One, North Palm Beach, Florida 33408.
20. 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 Agreement.
The LESSEE shall permit no improvements to the property to be made which might result
in a mechanic's lien against said property without first providing a performance and payment bond
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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 VII.LAGE or the North Palm Beach Country
Club, and shall inform all third parties that LESSEE operates the demised premises.
21. ]EtIGIIT5 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 occumng; and a failure to act by the VILLAGE shall not constitute
a waiver as to any subsequently arising right to act on default.
22. DEFAULT.
I. The occurrence of any one or more of the following events shall constitute a material
default and breach of the Lease by LESSEE:
A. The vacating or abandonment of the Demised Premises by LESSEE.
B. The failure by LESSEE to make payment of rent or any other payment
required to be made by LESSEE hereunder, as and when due, where such failure shall continue for
a period of three (3) days after written notice thereof from the VILLAGE to LESSEE.
C. The failure by LESSEE to observe or perform any of the covenants, conditions
or provisions to be observed or performed by LESSEE, other than described in Paragraphs 22A and
22B above, where such failure shall continue for a period often (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 period and thereafter diligently
pursues such cure to completion.
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D. ffLESSEE or any guarantor 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 thirty (30) days of the filing thereof, or if LESSEE or any said
guarantor becomes insolvent or is unable or admits in writing his inability to pay his debts as they
become due, or makes an ass gnment for the benefit or creditors or petitions for or enters into an
agreement within his 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.
E. 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 or any guarantor of LESSEE's obligations, and any of them is materially false.
II. A. 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 the following:
Declare the ent've rent for the balance of the Lease Term, or any 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 shall immediately surrender possession of the Demised Premises to the VILLAGE and all
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further liability under the Lease on the part of LESSEE and the VILLAGE shall terminate.
• 3. Maintain LESSEE'S right to possession, in which event the Lease 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 VII..LAGE's
rights and remedies under the Lease, including the right to recover the rent as it becomes due.
4. Pursue any other remedy now or hereafter involving LESSEE under the
Bankruptcy Code, 11 U.S.C. Section 101 et seq., if the Lease is assumed by LESSEE's trustee in
bankruptcy (after he has cured all existing defaults, compensated the VILLAGE for any loss resulting
therefrom and provided adequate assurance of future performance), then the Lease 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 THE Lease, (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 the Lease; and (c) grants to the VILLAGE, to secure the performance of such party's
obligations under the Lease, 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 operations 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.
B. 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
17
Premises into condition acceptable to a new tenant or tenants; real estate commissions actually paid;
• that portion of the leasing commission paid by the VILLAGE applicable to the unexpired term of the
Lessee, if applicable; and all reasonable expenses incurred by the VILLAGE, including attorneys'
fees.
C. If the Lease should be terminated, or the Lease Term should expire, the
VILLAGE shall have the immediate right thereafter to reenter the Demised Premises and to remove
all persons and property therefrom. Such properly may be stored in a public warehouse or elsewhere
at the cost of, and for the account of3,ESSEE, all without service of notice or resort to legal process
(all ofwhich LESSEE expressly waives). In such event, the VILLAGE shall not be deemed guilty
of trespass or become liable for any loss or damage which may be occasioned thereby.
D. 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 the Lease shall be deemed rent for the purpose of the VILLAGE exercising its remedies.
E. No waiver of any covenant or condition or of the breach of any covenant or
condition of the lease 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 on account of such default, nor shall any
waiver or indulgence granted by the VILLAGE to LESSEE be taken as an estoppel against the
VII.LAGE, it being expressly understood that if at any time LESSEE should be in default in any of
•
18
his covenants or conditions hereunder, an acceptance by the VIi.LAGE 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 the lease
on account of such default.
F. 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 warcant, forcible detainer proceedings, sequestration
proceedings or other legal process.
G. The VILLAGE shall not be in default unless the. VILLAGE fails to perform
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
covering the Demised Premises whose name and address shall have theretofore been famished 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 (] 0)
days aze 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.
H. LESSEE hereby acknowledges that late payment by LESSEE to the
VILLAGE of rent and other sums due hereunder will cause the VII.LAGE to incur costs not
contemplated by the lease, the exact amount of which will be extremely difficult to ascertain. Such
. costs include, but aze not limited to, processing and accounting charges, and late charges which may
19
be imposed on the VILLAGE by the terms of any mortgage 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 ten percent (10%) 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, not prevent the VILLAGE from exercising any of the other rights
and remedies granted hereunder.
23. NOTICES.
Any. notice, request, demand, approval, consent or other communication which the VII.LACE
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 required, at the address specified in the lease, or to such other
address as either party shall have designated by written notice to the other. Notwithstanding the
foregoing, the VILLAGE may give notice to LESSEE by personal delivery to the Demised Premises.
Notice shall be deemed given when hand delivered or not later than three (3) days after same shall
have been deposited in an official United States Post Office, postage prepaid.
24. SURRENDER
Upon the expiration or termination of the lease, LESSEE shall deliver and surcender to the
VII,LAGE the Demised Premises in the same condition s it was upon delivery of possession thereto,
or may have been put by the VILLAGE, ordinary wear and tear excepted, and shall deliver all keys
• and combinations to locks, safes and vaults to the VILLAGE. Before surrendering the Demised
20
Premises, LESSEE shall remove all his unattached personal property, including trade fixtures,
• alterations, additions and decorations, and shall repair any damage caused thereby. All 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 bean expense of LESSEE. LESSOR 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 end of the Lease Term. If LESSEE should fail to remove his property
upon the expiration of the lease, said property shall be deemed abandoned and shall become the
property of the VILLAGE.
25. HOLDING OVER
If LESSEE should remain in possession of all or any part of the Demised Premises after the
expiration of the lease term, 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 the lease; 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 one hundred twenty five percent (125%) of the highest monthly
payment of rent and additional charges theretofore paid during the lease term.
26. AD VALOREM TAXES.
LESSEE shall be responsible for and pay all taxes imposed by governmental authorities
21
including ad valorem taxes imposed pursuant to and by reason of the lease of restaurant facilities to
. LESSEE.
27. MISCELLANEOUS.
A. The parties hereto specifically intend that LESSEE'S operation and conduct
of business upon the Demised 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. The invalidity of any provision of the lease as determined by a court of
competent jurisdiction shall in no way affect the validity of any other provision hereof.
C. Time is of the essence.
D. The captions used herein are for convenience only and do not limit or amplify
the provisions hereof.
E. Each provision performable by LESSEE shall be deemed both a covenant and
a condition. The lease 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. The
lease may be modified in writing only, signed by the parties in interest at the time of modification.
F. Subject to the provisions hereof restricting assignment or subletting by
LESSEE and regarding the VII..LAGE's liability, this lease shall bind the parties, their personal
. representatives, successors and assigns. The lease shall be governed by the laws of the State of
22
Florida.
•
28. DEFINITION.
The term "Village Council" as used herein shall included designees of the Village Council.
WITNESS the following signatures and seals the date and year first above written.
ATTEST:
~~
VILLAGE RK
WITNESS:
(Village Seal)
~~ (SEAL)
EDWARD P. D'AMBRA
•
23
VILLAGE OF NORTH PALM BEACH
• Exhibit "A"
BACK KITCHEN
CHAR GRILL
FLAT TOP W/OVEN
4 BURNER W/OVEN
SINGLE FRYOLATOR
.CONVECTION OVEN
CHOPPING BLOCK
n
LJ
24
Exhibit '~'B"
•
. _ Inve nlo tae (e mber 20 898
Vern V ~`~ _ ~ 17 count r ~^,_
-
che van -' "' ""-
saucers -_-
-' 240 ---- '
Dreamers
--........ .. _._._
BbB Isles 12
..----150
._._.....-_
...-.. _...
., ----
-
monk~dlshes"-- ~, __ 12
sou s ons 30
leas Dons
..._... i0B °---
forks 114
books of checks ~
SY ro ou s -.---_... . 1 oasti• ...._. -.._-_
Glass coffee ols g
hat late
baskets g
Iced tea dlspertser
~ 1
filchers 10 -y - ~'-
water lasses
_._.....~.r..._--...__....._.. __.._ ....-. 50
..
.
slraws
1 box .._.- ...
... .
.......__.... ._..... _~-.-
swill sticks . 50
bus tubs
--_--._. g
.
.
bus cart .,_
.,. ~ ...
sugar bowls 34
bud vases
-_.._._........_.._.....,..v............__.._.___. 20
._..-_
.
.
_.__
""~ ~- "'""-
ash Ira s bud vases _
_.
28
knlves 5q
lace mats 1/2 box
trash can 7
mop bucket tallow __ __ ___
~~ ~ '-
`-
~ _"" ~ '
white medium rubbermald coolers ' __
_
~ 2
cork note board ~~ "_' ~ ~~•'~--
whlle IasOo basket
"-•-- -- _. _._....-•------..... 1
.....,
di board ,
food wanner 2 I his 1
wine coolers g
bud vases y0
wine lasses 2g -
rock lasses 2p
small wafer lasses 12
_ _
small water QIe_ssas ,.
w
"-
.
-
'"`"~~718 _
.
_
„! ~_
„ „ „~ _
saucer6 _ ~ ~-
__..._...__.,......__...~~.~.
~ 31ub5
.
_._..
..__.._
sou
bowls '
t~
tolls champagne asses 1 case
table number olders w/ numbers 28 --r'--
scto las, soufflB ou s
' 1 oasa
ceseo cash re Islet ...1 ....._...
wine lasses 1838-01 2 oases
Page 1'~
•
•
Exhibit B
cases plain WP plates 3
__
salVpeppershakers '"
~~~~
58
__.._
_ . _....
,
plasllctongs
~- .
_.4 ,_~
plate covere
'- 8 cases
,_
6 oz. guts ~~ ~ "'-
- 22
_
wine lasses ~ ~ ~~ ~ 28 ~-'
rockalesses.Y•` t18 _
balloon glasses 1119212 2 cases
foxes rnlscelleneous lasses
brend snlffere 14
-
•
Blu s or r o
""'
~'-
-~~~~
lrashcan 1 ~- ~--~-
"~-~
White restroom Inventory
soa machine
paper machine 1
trash can _._....
_..__..~. __
_
/
.._._.
~
sldo Plates - , _ _ _
'~ 175 - ~ •
~"~`
__
s/s/ round chafer ~~
" 2
sou s oohs 2
"~
soup cups _
~'y80 ~~
dinner plates 300 _
salad glass plates
' 15
_ __
salt/ a er sets
~ ~ ' ' 2
sugar bowls-~, t2
smells uare table
number fans 2
carafes 8
bun coffee warmer 2
slsJ Iced leas oons
. 12
._..,._..__..___..-
~rsrrorks ._ 11a
sJs spoons 108
s!s knives .~....... 1 0
s ons 1 _ ___
tarps whips 9
-_....._ .,,.,.,- ._..__
Chl s11ve re
~ ~ ~ y
small wldte ranks
• 8
_
glass creamers 14
_
lea is ~~ 10 _
•' _
oil/vine er set 1
water lasses ~' ~~'~ ~%18 _
~-~ ~~
__
small water lasses 13
Ice cream gl sses ---•_3b,. ... _ . _
_•_
miscallaneous~lasses
baskets
.~.. . 8
~~ _,,,,,,,_ ._ ,,,_
wine carofe
...---
Pape 2
r~
LJ
•
Exhibit B
t3/B plates 8
monkey dishes 2
saucers ___._ 240 ~-
white plastic coffee pourers 8
various atlerns coffee cu 177
champagne (lutes 77 , . ,
,,
sleek knlves
-. ~
~.
.
. _
~'~ -'~---- 112 ,
butler knlves '--
.
.
~.
. 5
bus tub w/ miscellaneous s/s utensils
t
__ _
Ira stand
sou bowls !i8 _- ,,,, _ ~_~, _._.
._.
Qee oblon side dishes o _ _ .
le a oblo steak ales 22 __
~~ ~~~
small oblon tales 1
itc a 1 t ,
french f cutler 1 ,
~~
4 slice toaster 1
4 elite toaster 1 aide workin _
1 _ ,,,,,
medium Kltclten Alde mixer w! bowl whi _ 1
~
dee 1!2 hotel s!s 5
_
medium 1/2 hotel srs 4
small 1/2 hotel s/s 2 . ,-_,_
~~
_
Oz scales ~~' ' ~~' 1
full hotel rioraled 4
full hotel ens ,_„
sweet pans 8
plaslio bowls small 6
plastic lxrovls large 4
~,~„
bus ns _. ,.
8
large tra s 13
- _-,
- ,
-
small trays 8
colander _....
~~1 _
~ ~
20 anon aluminum ols wl s 1Gts
1 _
- ,. ,-,.
,
1o gallon aluminum~ots._,_~__~ 1
18"tons 2
12`ton s 1
Pape 3
•
J
Inventory pr North Palm 8eacit Count Cub- Courtt Cub to Reta lrt Owneral t~
American tla and staff 1
-
rolOn plastic coolers - S rite 2 T -~~~-~- ~'-_ -~
2 door stainless cooler
"~_-~~~~ ~
~-~
~-~ 1
toe-o-malio maaliiries
~
~
vacuum 1
desk ~
~T'~ _. _..--- •--. .... -... _._ ...._...._
office swivel chair ~
4 drawer file cabinet 1
~
~
2 drawer file cabinet ~ ~
~
2
side table ~ -'-
0 drawerwooden chest 1 __ __
~ ~ ~"
~~ _ _ __
~"- - __
~-~
5 shelves box case
~'~
~ _
~ -
48" round table 1
black chairs
101 _
~- -~~
rnlcro Ironaboxw/mike
hanging lamps 2
___~,____
black tables _._..
~1$ _,...,__
cellin tans w/ II his 2
small round mirrors
~
~
•~ ~ ~
-
~ 3
~
trt le well
ofslnk
~
~
•~ ~~ ~-
--- -
~
large pre sink _
- __
• , ._.
hobart dishwasher ~
assorted dlslt racks 1
glass door reach in 5003
~i
~ ~ _
-
monitorial Ice maGrine serial 000 t
A shelf of rack „'
Ice machine sooo 2 -
double door up right freezer 1
under 1 oven s/s work table
1 ___
s/s s Ice holders 2
arland eleddo dee f ers 2 _ , - - .. ___
gadand drawer broilerw/overhead vla_w__r-_
•~ ~
arland 2 oven 8 burner 8 rill until 1
well as stem table w/ z shelves 1
_ _
,...~
2 door sandwich board w/ stainless steel shelf
microwave oven _ _
~ 1
sou warmer 1
L shaped s/a prep table w/sink
2ahelfs/s/~leslora~e ~ -".'".__.. _.......,..~ •-• _..+..
univex meal slicer 1
0 ft. Dlate slorape s/s/ top ___ 1
Page 4