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R2019-27 Country Club Restaurant Operator AgreementRESOLUTION 2019-27 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA APPROVING A RESTAURANT OPERATOR AGREEMENT WITH FARMER'S TABLE, LLC FOR THE EXCLUSIVE PROVISION OF RESTAURANT AND CATERING SERVICES AT THE NORTH PALM BEACH COUNTRY CLUB AND 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 multiple Requests for Proposals for the operation of Restaurant and Catering Services at the new North Palm Beach Country Club Clubhouse; and WHEREAS, the RFP's issued by the Village resulted in the termination of an agreement with a prior vendor selected by the Village Council for failure to meet the Village's expectations and unsuccessful negotiations with a second vendor selected by the Village Council; and WHEREAS, as a result, the Village contacted vendors and restaurant brokers directly and ultimately arrived at a list of two potential vendors; and WHEREAS, on February 7, 2019, the Village Council received presentations from the two potential vendors and authorized Village Staff to negotiate an agreement with Farmer's Table, LLC; and WHEREAS, the Village Council determines that the execution of a Restaurant Operator Agreement with Farmer's Table, LLC is in the best interests of the residents and citizens of the Village of North '.._ Palm Beach and, to the extent applicable, waives any conflicting purchasing policies and procedures. 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 a Restaurant Operator Agreement to Conduct Food and Beverage Operations at the North Palm Beach Country Club with Farmer's Table, LLC, 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 All resolutions or parts of resolutions in conflict with this Resolution are hereby repealed to the extent of such conflict. Section 4. This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED THIS 28TH DAY OF MARCH, 2019. (VillagP Seal) ATTEST: VILLAGE CLERK /Lv,i 0 MAYOR RESTAURANT OPERATOR AGREEMENT TO CONDUCT FOOD AND BEVERAGE OPERATIONS AT THE NORTH PALM BEACH COUNTRY CLUB THIS RESTAURANT OPERATOR AGREEMENT (this "LEASE" or "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 One, North Palm Beach, Florida 33408 (hereinafter referred to as the "VILLAGE") and FARMER'S TABLE LLC, a Florida limited liability company, having its principal place of business at 1901 N. Military Trail, Boca Raton, FL 33431 (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, the VILLAGE has designed and is re -building a new Country Club at this location (as so re -built, the "Country Club"); and WHEREAS, LESSEE desires to lease from the VILLAGE certain facilities within the new Country Club to supply, on an exclusive basis, all food, beverage and general dining and catering services (collectively, "Restaurant and Catering Services") to the Country Club 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 performance by LESSEE of its other obligations hereinafter contained, the VILLAGE does hereby lease, let and demise unto LESSEE, and LESSEE hereby leases from the VILLAGE, the following facilities within the new Country Club based upon design drawings dated April 13, 2018 and revised as indicated on each document (such design drawings, which are attached hereto and incorporated herein as Exhibit A, are referred to herein as the "Design Documents"): The Restaurant including indoor and covered porch dining areas and indoor/outdoor bar, Kitchen, Snack Bar, Beverage and Server Station, and designated storage areas in the new Village of North Palm Beach Clubhouse Building (the "Exclusive Use Premises"), together with non-exclusive right to the use of the Covered Pavilion, Covered front entry, Pool deck, Banquet Room, Event Lawn, restrooms and other public areas in and around Page 1 of 20 said building (the "Non -Exclusive Use Premises" and together with the Exclusive Use Premises, the "Premises"). B. LESSEE will examine the Premises from time to time as the construction thereof progresses and will notify the VILLAGE of any matters of which LESSEE obtains actual knowledge that fail to conform with the Design Documents (each, a "Non -Conforming Matter"). LESSEE shall not be responsible or liable for any Non -Conforming Matter or other condition affecting the Premises. With respect to any Non -Conforming Matter, the VILLAGE shall promptly, at its expense, take such action as shall result in the Premises being in conformance with the Design Drawings. If, during the course of construction, LESSEE discovers any matter not addressed in the Design Documents that would reasonably and materially interfere with the conduct of LESSEE's Restaurant and Catering Services (each, an "Adverse Matter"), LESSEE shall notify the VILLAGE and propose a modification or resolution. The VILLAGE shall be obligated to address Adverse ' Matters only to the extent that the proposed modification or resolution does not result in a cost increase or a delay in construction and the existence of an Adverse Matter shall not relieve LESSEE of its obligations under this LEASE. C. The Premises shall be delivered to LESSEE with all kitchen equipment in place and in good working order and fully furnished in accordance with the Design Documents. All such equipment and furnishings shall be provided by the VILLAGE at its sole cost and expense. 2. TERM A. The initial term of this LEASE is five (5) years (the "Initial Term"). Provided LESSEE is not in material default hereunder, the LEASE shall automatically renew for additional five (5) year terms (each a "Renewal Term") unless either party gives the other party written notice of its intent not to renew at least one hundred and eighty (180) days prior to the end of the Initial Term or any Renewal Term (the Initial Term, together with each applicable Renewal Term, is referred to herein as the "Term"). The Initial Term of this Lease shall commence on or around September 1, 2019, the actual date to be the date of the grand re -opening of the Country Club., as determined by the VILLAGE (the "Lease Commencement Date"). The VILLAGE shall utilize its best efforts to provide LESSEE with at least sixty (60) days prior notice of the Lease Commencement Date, and provided that the VILLAGE has been issued a Temporary Certificate of Occupancy, shall allow LESSEE to occupy the Premises during this sixty (60) day period for initial start-up activities, such as decoration and the training of staff. Notwithstanding the foregoing, if there exist any material, unresolved Non -Conforming Matters on the designated Lease Commencement Date, then the actual Lease Commencement Date. shall not occur until all such Non -Conforming Matters have been resolved by the VILLAGE to LESSEE's reasonable satisfaction. B. During the Term, LESSEE shall be the exclusive provider of Restaurant and Catering Services to the Country Club. Page 2 of 20 C. It is understood and agreed that any and all improvements and/or refurbishments erected in or placed upon the Premises shall, to the extent the same constitute fixtures, remain thereon and shall not be removed therefrom, and on the expiration of this Lease Agreement, any and all such improvements constituting fixtures shall be and become the property of the VILLAGE. Notwithstanding the foregoing, personal property of any kind or nature, including, without limitation, equipment, tools of trade and furnishings provided by LESSEE that can be removed without any damage to the Premises, shall not be construed as improvements constituting fixtures under this Lease Agreement and shall be removed by LESSEE at the termination of or expiration of this Lease Agreement. Floor coverings, window, wall and ceiling treatments, and one food and beverage cart provided by the VILLAGE shall not be removed from the Premises and shall remain the property of the VILLAGE. D. All parties, banquets, receptions, dinners and/or special events at the Country Club shall be booked by LESSEE; provided, however, that LESSEE shall not book any parties, banquets, receptions, dinners or special events beyond the Term of this LEASE without the consent of the VILLAGE Manager. Any deposits collected for such events beyond the Term of this LEASE that are approved by the VILLAGE Manager shall be held in escrow by the VILLAGE Attorney. 3. LESSEE OBLIGATIONS A. LESSEE shall market and advertise the Restaurant and Catering Services in connection with the grand re -opening of the Country Club and shall continue throughout the Term of this LEASE to conduct additional marketing efforts. LESSEE agrees to obtain approval from the Village Manager prior to issuing any press release pertaining to the grand re -opening of the Restaurant and Catering Services. 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 facilitate a smooth grand re -opening of the Restaurant and Catering Services. B. LESSEE shall operate the restaurant, indoor/outdoor bar, snack bar and areas surrounding the pool and any events as a clean and friendly operation and shall use commercially reasonable efforts to staff the restaurant with customer service-oriented people who are professional, friendly and courteous to all golfers, families and the general public. Staff must maintain a neat appearance and be appropriately dressed. In addition, staff shall wear name tags identifying LESSEE and his/her name at all times during the performance of their services, and shall conduct themselves in a professional manner reasonably acceptable to the Village. C. LESSEE shall provide food and beverage services from 7:00 a.m. until 9:00 p.m. daily, with additional hours at the option of LESSEE. Early morning service for golf patrons may be a limited menu offered from the snack bar or other efficient methods determined by LESSEE. LESSEE shall provide delivery of food and beverages to tennis facility patrons during season play. 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, all Restaurant and Catering Services Page 3 of 20 may be suspended by LESSEE when there is a declaration of stated emergency, a hurricane or tropical storm warning has been issued, and/or when any event of force maj eure has occurred and is continuing. The LESSEE agrees to permit the VILLAGE to occupy the exclusive use premises when services are suspended for a stated emergency, including hurricane warnings, to temporarily house first responders and municipal staff. D. LESSEE shall operate a beverage and food cart on days the golf course is open for play; provided the same is made available by the VILLAGE to LESSEE and is then in good working order and condition sufficient to permit LESSEE's use thereof. E. LESSEE shall staff and operate or sub -contract a Valet Parking Service during the peak times to make parking easier for food and beverage customers.. F. LESSEE shall coordinate, schedule and negotiate all contracts with groups desiring use of the Banquet Room and/or other public areas of the Country Club for the purpose of holding an event. Other than scheduling events for the Banquet Room, the use of other public areas for private events must be coordinated with and approved by and the Village Manager. The Village's intent is to facilitate the use of other public areas and will not unreasonably withhold approval unless such use would negatively impact the Village's operations. 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. G. LESSEE agrees to attend a meeting at least once per month during the Term of this Lease Agreement with the Village Manager or his designee. The meeting shall be held to discuss 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 Village Manager or his designee. H. LESSEE agrees to schedule and pay for all required third -party inspections relating to the food and beverage operations, including fire/safety check fees relating thereto. 1. LESSEE shall provide an 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 provide the Restaurant and Catering Services. J. LESSEE shall provide the Restaurant and Catering Services in accordance with all applicable federal, State of Florida and local laws, codes, ordinances, rules and regulations. K. LESSEE agrees to pay for all federal, State of Florida and local taxes chargeable to the Restaurant and Catering Services. 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. In the event the VILLAGE challenges the assessed, value of the new Clubhouse and/or the value of the Page 4 of 20 leasehold interest, LESSEE agrees to cooperate fully with the VILLAGE and to provide any information as may be relevant or required by the VILLAGE. Commencing with the 2021 tax year, LESSEE agrees that its payment shall increase (or decrease) so that its percentage of the total amount of ad valorem property taxes due and owing as a result of the Restaurant and Catering Services remains the same as that of 2020. L. As required by Florida law, LESSEE and all of its employees shall have current food handler's permits. LESSEE shall keep the Exclusive Use Premises (and, when used by LESSEE, the Non -Exclusive Use Premises) clean, satisfactory and in sanitary condition according to conditions approved by the VILLAGE and as regulated by federal, State of Florida and local regulations and agencies. All refuse and waste materials created in the provision of the Restaurant and Catering Services shall be removed by LESSEE to nearby designated collection points for further removal by the VILLAGE. LESSEE shall provide and pay the annual assessment from Solid Waste Authority of Palm Beach County, Florida for dumpsters used by LESSEE for temporary storage of refuse and waste. LESSEE shall not use the "dumpster" or similar receptacle designated for VILLAGE operations at the Country Club. M. All State of Florida, County of Palm Beach and local fire, health and safety regulations pertaining to the Restaurant and Catering Services shall be strictly complied with and at the sole cost of LESSEE. N. LESSEE agrees to permit the appropriate officials onto and in the Exclusive Use Premises for the purpose of conducting an inspection to ensure the building's and Exclusive Use Premises' 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 in respect of LESSEE's business at the Country Club. O. LESSEE shall offer a variety of food options, such as farm to table, casual menu items, items for children and specialty pricing such as early bird dinners. LESSEE shall offer food in a range of price points. P. Without limitation of the VILLAGE's obligations pursuant to Section 5.1) below, LESSEE shall have the sole responsibility for the repair and maintenance and, replacement, of all kitchen, dining and other equipment and inventory, including chairs, tables and other furnishings, owned by the VILLAGE and used by LESSEE in providing Restaurant and Catering Services. LESSEE is further responsible for the repair, maintenance and operation of LESSEE's own equipment and personal property. LESSEE shall use and operate said equipment in accordance with its intended use. 1. 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 shall be delivered to the VILLAGE by LESSEE upon termination or expiration of this Page 5 of 20 Lease Agreement without demand by VILLAGE in good repair and condition, less reasonable wear and tear. 2. LESSEE shall be responsible for repair and maintenance of all bulbs, light fixtures and doors in the Exclusive Use Premises. 3. If LESSEE fails to properly maintain or make needed repairs as set forth herein, VILLAGE shall give ten (10) days written notice to LESSEE to make the specified repairs or maintenance. If LESSEE disagrees that the repairs 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 to the repairs or maintenance, the Village Manager shall review the matter. If upon reviewing the matter, the Village Manager makes the reasonable determination that the repairs or maintenance should be made, then the Village Manager shall notify LESSEE, who must make the repairs or maintenance within twenty (20) days from such notice from the Village Manager (subject to the availability of parts and/or labor to effect such maintenance or repair). If LESSEE fails to make the stated repairs or maintenance within the time frame specified herein, then the VILLAGE shall have the right to make the repairs or maintenance and charge LESSEE the reasonable costs thereof. Q. LESSEE shall be the exclusive provider of food and beverages for the VILLAGE'S 4th of July 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. R. LESSEE agrees to thoroughly clean all restaurant and banquet spaces, including kitchen, dining room, indoor/outdoor bar areas, snack bar, covered pavilion, areas around the Country Club which receive food and beverage services, designated restaurant bathrooms and storage areas, including walk in coolers on a daily basis or more frequently as needed. LESSEE further agrees to clean the grease traps, dishwashers, freezers and other systems necessary to operate the food and beverage services; 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. S. LESSEE agrees to maintain books of accounts, reports and records customarily used in this type of operation and to provide the VILLAGE, on a monthly basis, with a statement of gross sales from the Restaurant and Catering Services, along with the most recent copies of the filings for sales tax made by LESSEE with the Florida Department of Revenue for sales from the Restaurant and Catering Services during the previous month. In addition to the foregoing, the VILLAGE may, upon fifteen (15) days prior written notice, request LESSEE to provide it with supplemental financial information (limited to such information required to determine LESSEE's Page 6 of 20 gross sales,' for the purposes of determining the percentage rent due the VILLAGE pursuant to Section 6(B) of this Lease). All of such records shall be made accessible for purposes of investigation or audit and shall be maintained for three (3) years after the termination of this Lease Agreement. Records exempted from disclosure by Florida Statutes shall remain confidential. T. LESSEE agrees to allow the VILLAGE to use the Banquet Room for public voting purposes, golf events, community events, training and other scheduled purposes without charge when no food or beverages are requested. For these scheduled events, VILLAGE shall set up and take down all equipment and clean the area. Other scheduled events which include food and beverage service will be, paid for by either the VILLAGE or attendees of the event and will be handled as any other event, with set up and cleaning services included in the fees charged. U. LESSEE agrees to purchase and maintain all insurance described herein during the Term of this Lease. V. LESSEE agrees to pay electric, water/sewer, burglar alarm and natural gas at a cost of fifty percent (50%) of the monthly bills of the Premises. W. LESSEE agrees to operate the Food and Beverage operation as a drug free workplace. X. LESSEE shall report to the Village Manager or his designee. Y. LESSEE may use sub -consultants or sub -contractors to provide or assist in the provision of the Restaurant and Catering Services as long as all activities are coordinated and managed by LESSEE. 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 the prior written approval of the Village Manager: (1) make any material alterations to or paint the Premises; or (2) install or remove any exterior lighting, decorations or paintings. The Village Manager or his or her designee must give approval for the erection, installation and utilization of any signs or decorations at the Country Club, which approval shall not be unreasonably withheld. The VILLAGE shall provide room on the monument sign on U.S. Highway One for a prominent logo sign for Farmer's Table. Signs shall be permitted up to the maximum size allowed by the VILLAGE's Code of Ordinances. LESSEE Page 7 of 20 may, without the prior written approval of the VILLAGE, utilize any advertising media to promote the restaurant, provided that the advertisements are not objected to in writing by the Village Manager. If the Village Manager objects to such advertisement, then LESSEE shall cease use of such advertisement, and if the Village Manager objects on more than three (3) occasions during the Term, then any subsequent advertisements (following the third objection) shall first. require the prior written approval of the Village Manager, which shall not be unreasonably withheld. D. LESSEE shall not, without prior written approval from the VILLAGE, sub -let or sub- lease the Premises. E. So long as LESSEE is not in default, LESSEE shall quietly enjoy undisturbed possession of the Premises. F. It is specifically understood and agreed that the VILLAGE has no obligation or duty to inspect the Exclusive Use Premises; however, the VILLAGE and each of its authorized agents and employees, shall have the right to enter the Exclusive Use Premises during all reasonable hours and upon reasonable prior notice to examine the same. However, LESSEE is under a continuing obligation to immediately notify the VILLAGE in writing of any condition existing within the Exclusive Use Premises that may be considered dangerous or hazardous, even if such condition is open and obvious. G. LESSEE acknowledges that the Premises include a covered area on the VILLAGE's 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, LESSEE shall place such signage and/or barriers as shall be provided by the VILLAGE to LESSEE, in such locations as the VILLAGE shall direct in writing, for the purpose of restricting access from such covered area by LESSEE's customers, guests and invitees to the adjacent pool deck, pool lounges, pool bathrooms, swimming pool, splash park and diving areas. Failure of LESSEE to utilize such signage or barriers shall constitute a material default of the LEASE by LESSEE. 5. VILLAGE'S OBLIGATIONS A. The VILLAGE shall provide pest control for the Premises. B. The VILLAGE shall provide a service for television viewing of sports and other entertainment as well as internet services which can be used by the guests at the clubhouse. Voice over IP (VOIP) phone service will also be available to LESSEE at no additional charge. C. The VILLAGE shall provide dumpsters and waste collection and disposal service as a condition of this LEASE at the cost of the assessment from Solid Waste as previously indicated. D. The VILLAGE shall replace the restaurant chairs and tables and banquet room chairs and tables on a schedule and include the cost in its capital budget. Page 8 of 20 E. The VILLAGE shall be responsible for maintaining the basic infrastructure, which includes only the parking lot, exterior landscape, exterior walls, foundation, roof and all components of the electrical, plumbing, HVAC, water and sewer systems serving the Premises. The VILLAGE shall be responsible for maintaining the entire Non -Exclusive Use areas of the Premises at its sole expense. 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. F. The VILLAGE shall provide a single point of contact, the Village Manager or his designee for LESSEE, to bring any questions/concerns. 6. RENT A. LESSEE shall pay the VILLAGE lease payments monthly, no later than the 5th day of each month for that month. During the Initial Term, the base rent shall be $8,333.33 per month. The rent commencement date shall be the later to occur of: (i) January 1, 2020; or (ii) the first day of the first full month that is at least four (4) months after the Lease Commencement Date (i.e. if the Lease Commencement Date is September 15, 2019, then the rent commencement date would be February 1, 2020). Beginning on the first date of any such Renewal Term, the rent shall increase by three percent (3%) over the base rent payable for the immediately preceding twelve (12) month period. On the first anniversary of the commencement of each such Renewal Term, and each anniversary thereafter during such applicable Renewal Term, the base rent shall increase by three percent (3%) over the base rent payable for the immediately preceding twelve (12) month period. B. In addition to the base rent set forth in Section 6.A above, LESSEE shall pay to the VILLAGE an amount equal to five percent (5%) of LESSEE's annual gross sales for Restaurant and Catering Services (excluding tips, credit card fees and sales taxes) over Two Million Dollars ($2,000,000.00), commencing with the first month that LESSEE's annual gross sales exceed this amount. C. The VILLAGE is responsible for the operation of the Conference Rooms and shall have preferred use of these facilities. The VILLAGE shall establish the rental rates for the Conference Rooms, and all revenues received from such rentals shall be payable to the VILLAGE. LESSEE may schedule the use of these facilities for private functions with the approval of the VILLAGE, which shall not be unreasonably withheld. When applicable, LESSEE may charge fees for food and beverage services, as well as any set up and cleaning services. 7. INSURANCE Page 9 of 20 A. During the Term of this Lease Agreement, the VILLAGE, at its expense, shall maintain casualty insurance upon the building and VILLAGE's personal property therein. 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 LESSEE, it being the specific intent of the parties that the insurance to be provided hereunder in subparagraph (A) shall be for the protection of the VILLAGE's property and not the property of LESSEE. The LESSEE may, at its own expense, obtain such casualty insurance, as in the exercise of its discretion it deems appropriate, so as to protect any property upon the premises owned by it. C. LESSEE shall maintain and prior to August 1, 2019, 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: 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 LESSEE or by anyone directly employed by or contracted with LESSEE. Liquor Liability with limits not less than $1,000,000 each occurrence. Comprehensive Business Automobile Liability in the minimum amount of $1,000,000 combined single limit for bodily injury and property damages liability to protect 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 LESSEE or by anyone directly or indirectly employed by LESSEE. Workers' Compensation and Employer's Liability insurance for all employees of LESSEE as required by Florida Statutes. Page 10 of 20 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 A+ 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, LESSEE shall promptly obtain a new and satisfactory policy in replacement. Failure to provide such replacement policy shall constitute a material default of the LEASE by LESSEE for which there is no opportunity to cure. 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 (collectively, "Village Parties") from and against any and all claims, liabilities, 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 or arising from any breach or default in the performance of any obligation on LESSEE's part to be performed under the terms of this LEASE, 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. LESSEE's indemnification shall include all costs, attorney's fees, expenses, and liabilities incurred in the defense of any such claim or any such action or proceeding brought thereon; and in case any action or proceeding shall be brought against the VILLAGE by reason of any such claim, LESSEE, upon notice from the VILLAGE, shall defend the same at LESSEE's expense by counsel satisfactory to the VILLAGE. Notwithstanding the foregoing, LESSEE shall not be required to indemnify the Village Parties when the claims, liability, loss and/or cause of action results from the negligence or intentional misconduct of any Village Party. B. To the fullest extent permitted by applicable laws and regulations, the VILLAGE shall indemnify and hold harmless and defend LESSEE and its members, managers, agents, servants, and employees (collectively, " Lessee Parties") from and against any and all claims, liabilities, losses and/or causes of action arising from the VILLAGE's use of the Premises, or from the conduct of the VILLAGE's business or from any activity, work, or things done, permitted, or suffered by the VILLAGE in, on, or about the Premises, and shall further indemnify and hold harmless the Lessee Parties from and against any and all claims arising from any breach or default in the performance of any obligation on the VILLAGE's part to be performed under the terms of this Lease, or arising from any negligence of the Village Parties (or any of them), and from and against all cost, attorney's fees, expenses, and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding shall be brought against LESSEE by reason of any such claim, the VILLAGE, upon notice from LESSEE, shall defend the same at the VILLAGE's expense by counsel satisfactory to LESSEE. Notwithstanding the foregoing, the VILLAGE shall not be required to indemnify the Page 11 of 20 Lessee Parties when the claims, liability, loss and/or cause of action results from the negligence or intentional misconduct of any Lessee Party. 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 LESSEE, nor shall this Lease be construed a waiver of sovereign immunity beyond the limited waiver provided in §768.28, Florida Statutes. D. 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. 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 Lease and, in furtherance thereof, may demand and obtain records and testimony from LESSEE and its subcontractors. LESSEE understands and agrees that in addition to all other remedies and consequences provided by law, the failure of LESSEE 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. 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 LESSEE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO LESSEE'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS LEASE, 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 Lease, 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. Page 12 of 20 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 Term of this Lease' and following the expiration of the Term of this Lease if LESSEE does not transfer the records to the VILLAGE. D. Upon completion of the Term of this Lease, 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 Term of this Lease, 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 Term of this Lease, 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. 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. 13. LIENS ON LESSEE'S PROPERTY LESSEE shall pay all debts and obligations arising in the conduct of its business at the Premises in the ordinary course. LESSEE shall make no improvements to the Premises that might result in a mechanic's lien against the Premises or other property of the VILLAGE 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 Exclusive Use Premises are operated by the VILLAGE or the North Palm Beach Country Club, and shall inform all third parties making inquiry that LESSEE operates the Exclusive Use Premises. 14.. NON -WAIVER The failure of either party 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 by the other party thereafter occurring; and, a failure of a party to act shall not constitute a waiver as to any subsequent arising right to act on default. 15. DEFAULT Page 13 of 20 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: 1. The vacating or abandonment of the 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 twenty (20) 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 twenty (20) days are reasonably required for its cure, LESSEE shall not be deemed to be in default if LESSEE commences such cure within said twenty day (20) day 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. 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. Terminate LESSEE's right to possession of the 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 Premises to the VILLAGE and all further liability under this Lease Agreement on the part of LESSEE and the VILLAGE shall terminate. Page 14 of 20 2. Maintain LESSEE's right to possession, in which event this Lease Agreement shall continue in effect whether or not LESSEE shall have abandoned the Premises. In such event, the VILLAGE shall be entitled to relet the 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. 3. Declare the 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. LESSEE shall be liable for rent that otherwise would have been payable by LESSEE to the VILLAGE for the balance of the Initial Term of this Lease Agreement or any Renewal Term, less any amount that VILLAGE receives from re -letting the Premises. LESSEE will deposit an amount equal to five (5) months base rent in an escrow account to be held by the Village Attorney. The escrow amount will be reduced an equivalent of one month's base rent at the end of each year of the Initial Term of the agreement. In the event of default, the escrowed funds shall be automatically forfeited to the VILLAGE and applied to monies owed for rent or any other outstanding financial obligation. 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 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 Exclusive Use Premises into condition that approximates the condition at the time of commencement of the Lease Agreement, ordinary wear and tear excepted; real estate Page 15 of 20 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 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 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 its 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 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 Page 16 of 20 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 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 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 on the amount 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. 16. SURRENDER. Upon the expiration or termination of this Lease Agreement, LESSEE shall deliver and surrender to the VILLAGE the Premises and shall leave the Exclusive Use 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 Premises, LESSEE shall remove all of its personal property, equipment, tools of trade, and/or furnishings provided by LESSEE and shall repair any damage caused thereby. Floor coverings, window, wall and ceiling treatments shall not be removed from the Premises and shall be the property of the VILLAGE. If LESSEE should fail to restore the Premises as aforesaid or if LESSEE should fail to repair any damage caused by the removal of LESSEE's property from the Premises, the VILLAGE may restore the 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, if any. 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. 17. HOLDING OVER. If LESSEE should remain in possession of all or any part of the Premises after the Page 17 of 20 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 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 Premises or any part thereof shall be two hundred percent (200%) of the rent that would otherwise be due and owing. 18. 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. Except as otherwise expressly set forth in this Agreement, neither the VILLAGE nor LESSEE shall assign, sublet, convey or transfer its interest in this Agreement, or any portion thereof, without the written consent of the other party. Nothing herein shall be construed as creating any personal liability on the part of any officer or agent of any party hereto (including any person executing this Agreement on a party's behalf), nor shall this Agreement be constructed as giving any rights or benefits to anyone other than the VILLAGE and LESSEE. C. 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. D. 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. E. Time is of the essence. F. 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 LESSEE under this Agreement, then all such payments shall bear interest from the date due at the highest lawful rate of interest. Page 18 of 20 G. The captions used herein are for convenience only and do not limit or amplify the provisions hereof. H. 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. I. . 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. J. This Lease Agreement shall not be construed more strongly against either party regardless of which party was more responsible for its preparation. K. ' 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 law, economic or marketplace conditions; and/or any suggestions on ways to improve the 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 (as mutually agreed by LESSEE and the Village Manager), 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. L. The VILLAGE hereby waives its rights, statutory or otherwise, to any lien on LESSEE's equipment and other personal property. The VILLAGE shall, upon LESSEE's request, execute, or cause to be executed, a commercially reasonable waiver of landlord's lien on any of LESSEE's equipment and other personal property. 19. . BROKERS A. The VILLAGE and LESSEE warrant that they have had no dealings with any real estate broker or agent in connection with the negotiation of this Lease except for Richard Pachino of Ward Rel Estate LLC, and that they know of no other real estate broker or agent who is or might be entitled to a commission in connection with this Lease. Both parties agree to indemnify the other against and from any claims for any brokerage commissions (except those payable to Richard Pachino of Ward Real Estate LLC) and all costs, expenses and liabilities in connection therewith, including, without limitation, reasonable attorneys' fees and expenses, for any breach of the foregoing representation. Page 19 of 20 B. The LESSEE shall pay a Forty Thousand Dollars ($40,000.00) broker commission to Richard Pachino of Ward Real Estate LLC in accordance with a separate agreement between LESSEE and Richard Pachino. C. The VILLAGE shall reimburse LESSEE for the broker commission in the total amount of Forty Thousand Dollars ($40,000.00), with Ten Thousand Dollars ($10,000.00) payable to LESSEE upon execution of this Lease and Thirty Thousand Dollars ($30,000.00) payable upon LESSEE's commencement of Restaurant and Catering Services. [Remainder of page intentionally blank — signatures on next page] Page 20 of 20 IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above. (VILLAGE SEAL) ATTEST: By: Melissa Teal, Village Clerk WITNESSED BY: 4 ame: . J _.s si Cc0' APPROVED AS TO FORM AND LEGAL SUFFICIENCY: By: -� Leonard G. Rubin, Village Attorney WITNESSED BY: N }e: ,5k, +ao 5 ,-> Print Name: h )Cjj &-j fCr 'hC VILLAGE OF NORTH PALM BEACH By: � 00 �' � v P'ZA) 6 4 Darryl Aubr y, Mayor FARMER'S TABLE LLC B ti Fr -int Name: Mitchell Robbins Title: 4N�c,« By: Print ame: Joseph Gihnnuzzi, II Title: A CiM 6cq Page 21 of 22 Exhibit "A" Design Documents