2016-55 Lease Agreement for Food and Beverage Service at NPB Country ClubRESOLUTION 2016 -55
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF
NORTH PALM BEACH, FLORIDA APPROVING A MONTH TO MONTH
LEASE AGREEMENT WITH RBI RESTAURANT, LLC FOR FOOD AND
BEVERAGE OPERATIONS AT THE NORTH BEACH COUNTRY CLUB
AND AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE
SAME; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, Village Administration solicited quotes from qualified vendors to provide food and
beverage operations at the North Palm Beach Country Club on an interim basis; and
WHEREAS, Village Administration is recommending the execution of a Month to Month Lease
Agreement with RBI Restaurant, LLC to provide such services; and
WHEREAS, the Village Council wishes to approve the Lease Agreement with RBI Restaurant, LLC
and determines that the execution of the Agreement 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 Month to Month Lease Agreement to Conduct Food and Beverage Operations at the
North Palm Beach Country Club with RBI Restaurant, LLC, a copy of which is attached hereto
and incorporated herein by reference, and authorizes the Mayor and Village Clerk to execute
same on behalf of the Village.
Section 3. This Resolution shall take effect immediately upon adoption.
PASSED AND ADOPTED THIS 8TH DAY OF
(Vl.lagp Seal)
ATTEST:
VILLAGE CLERK
MONTH TO MONTH LEASE AGREEMENT
TO CONDUCT FOOD AND BEVERAGE OPERATIONS AT
THE NORTH PALM BEACH COUNTRY CLUB
THIS MONTH TO MONTH LEASE 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 1, North Palm Beach, Florida 33408, hereinafter referred to as
the "VILLAGE" and RBI RESTAURANT, LLC., 140 NE 1St Street, Delray Beach, Florida
33444, hereinafter referred to as the "LESSEE ".
WITNESSETH
WHEREAS, the VILLAGE is the owner of the North Palm Beach Country Club, located at 951
U.S. Highway One, North Palm Beach, Florida; and
WHEREAS, LESSEE desires to lease from the VILLAGE certain facilities within said Country
Club on a Month to Month basis to supply food, beverage and general dining and catering
services 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 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 Country Club, hereinafter referred to as the
"Premises ":
The Foyer, Dining Room, Lounge, Snack Bar, Pavers Patio north of the Dining Room,
storage areas and the kitchen in the Clubhouse Building and covered pool deck area,
together with non - exclusive right to the use of the restrooms in said building whenever
the facilities are open.
B. LESSEE hereby acknowledges that it has examined each and every part of the Premises,
including the equipment and property included therein, and LESSEE hereby acknowledges that
the Premises are in good condition and free from defects or hazards and LESSEE is satisfied that
such condition is good and sufficient for the purposes for which the LESSEE proposes to utilize
the Premises. The LESSEE further acknowledges that it did not rely on any representations or
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warranties from the VILLAGE in concluding that the condition of the Premises is good, free
from defects or hazards of all kinds, and is sufficient for the purposes for which LESSEE
proposes to utilize the Premises.
C. The VILLAGE makes no representation as to the quantity, quality or condition of all or
any part of the Premises upon which it is intended that LESSEE shall rely in any respect in the
making of this Month to Month Lease Agreement, and the LESSEE hereby acknowledges that it
has satisfied itself in all respects concerning each and every part of the Premises.
2. TERM
This Lease is based upon a month to month duration commencing on October 1, 2016 and
ending upon fifteen (15) days' written notice by the Village Manager to LESSEE.
3. LESSEE OBLIGATIONS
A. LESSEE shall operate the restaurant and the lounge as a clean and friendly operation
open to the public for breakfast and lunch seven (i) days a week and offer the current or similar
menu items at current or similar prices until the VILLAGE terminates this Lease.
B. LESSEE shall operate a beverage and food cart at all times the golf course is open for
play at LESSEE's sole cost and expense, and LESSEE shall establish the prices for items sold in
the beverage and food cart.
C. LESSEE agrees to take over and provide all catering services booked by the VILLAGE
as of October 1, 2016 at the price booked and offer the same menu and services agreed to by the
VILLAGE. As additional consideration under this Lease, VILLAGE shall receive compensation
in the form of $125.00 (one -half of the deposit) for each catering services event booked for a
future date by the VILLAGE as of October 1, 2016.
D. LESSEE may negotiate contracts with groups desiring use of the facilities as well as book
catered events and retain all proceeds and revenues derived therefrom, unless otherwise stated in
this Lease Agreement. The Village Manager may deny any group or event that advocates
unconstitutional or illegal acts or that the Village Manager determines is contrary to the best
interests of the VILLAGE.
E. LESSEE shall interview all existing staff and rehire all that meet the requirements of the
interim operation.
F. LESSEE may utilize any and all Restaurant and Catering equipment currently in use at
the North Palm Beach Country Club during the term of this Lease but shall either cease to use,
repair or replace anything that breaks or is not working up to the needs of the interim operation.
All equipment on site at the beginning of this Lease shall remain the property of the VILLAGE.
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G. 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 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 under 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.
H. LESSEE shall purchase the inventory of beverages owned by the VILLAGE as identified
in an inventory as of September 30, 2016 and shall pay for such inventory in five (5) equal
monthly installments beginning October 1, 2016. This purchase and payment schedule shall
remain in place even if this Lease Agreement is terminated prior to the final payment.
I. LESSEE agrees to clean the Premises timely and thoroughly; to clean the grease traps,
dishwashers, freezers and other systems necessary to operate the food and beverage services; 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 to operate the restaurant and catering services
described herein.
J. 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.
K. LESSEE agrees to allow the VILLAGE to use the main restaurant dining room for public
voting purposes without charge.
L. LESSEE agrees to purchase and maintain all Insurance described herein during the term
of this Lease.
M. 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 to operate the Restaurant and Catering Facility and shall do so in accordance with all
Federal, State and local laws, codes, ordinances, rules and regulations.
N. LESSEE agrees to operate the Food and Beverage service 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.
O. LESSEE agrees to operate the Food and Beverage operation as a drug free workplace.
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P. LESSEE shall report to the Village Manager or his designee.
4. PERMITTED USE
A. LESSEE shall use the Premises to provide food and beverage sales and service, including
alcoholic beverages sales and service, and catering sales and services and to supply food,
beverage and 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 operate vending machines on the Premises at locations
agreed to between the parties.
C. LESSEE shall not, without prior written approval from the Village Manager, make any
changes to or paint the Premises or install or remove any exterior lighting, decorations, signs or
paintings.
5. VILLAGE'S OBLIGATIONS
A. The VILLAGE shall provide all electric, gas, water and sewer, alarm system 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 for the Premises at its sole expense.
C. The VILLAGE shall provide a single point of contact, the Village Manager or his
designee for LESSEE, to bring any questions /concerns.
6. SCHEDULE OF RENT
LESSEE shall pay and the VILLAGE agrees to accept as rent for the Premises the sum of
THREE THOUSAND DOLLARS ($3,000.00) per month, payable on or before the first day of
each month commencing October 1, 2016.
7. INSURANCE
LESSEE shall maintain and prior to October 1, 2016, provide the VILLAGE with certificates of
insurance evidencing the following coverage issued by companies authorized to do business
under the laws of the State of Florida:
A. 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.
B. Liquor Liability with limits not less than $1,000,000 each occurrence.
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C. LESSEE shall carry plate glass insurance on the Premises
D. Comprehensive Business Automobile Liability in the minimum amount of $500,000
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.
E. All policies shall provide the VILLAGE with a thirty (30) day written notice of
cancellation and include the VILLAGE as an Additional Insured.
F. LESSEE shall provide Workers' Compensation and Employer's Liability insurance for
all employees of LESSEE as required by Florida Statutes.
8. 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.
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.
9. 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 the 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.
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10. 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.
11. 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 CONTRACT, CONTACT
THE CUSTODIAN OF PUBLIC RECORDS AT: (561) 841 -3355;
NPBCLERK cr,VILLAGE- NPB.ORG; OR 501 U.S. HIGHWAY ONE, NORTH
PALM BEACH, FL 33408.
In performing services pursuant to this Contract, 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 requires 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
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.
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12. 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.
13. MISCELLANEOUS
A. The parties hereto specifically intend that LESSEE's operation and conduct of business
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.
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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.
IN WITNESS WHEREOF, the parties have executed this Month to Month Lease Agreement on
the date first written above. n
(VILLAGE SEAL)
ATTEST:
�
By:
Melissa Teal, Village Clerk
APPROVED AS TO FORM AND LEGAL
SUFFICIENNC�Y:
By:
Leonard G. Rubin, Village Attorney
WITNESSED BY:
Print Name:
RBI .RESTAURANT LLC
By:�'�UC% c ;
N e: R Epst in
Title: Managing Member
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