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1995-041 CClub Restaurant Lease Agreement RESOLUTION NO. 41-95 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA, AUTHORIZING AND DIRECTING THS MAYOR AND VILLAGE CLERK TO ENTER INTO A LSASS AGREEMENT WITH ZELNIA, VAN SCHAFFELAAR, PRICE, INC. ATTACHED AS EXHIBIT "A", WHICH LEASE IS FOR THS CONDUCT OF FOOD AND BEVERAGE OPERATIONS AT THE NORTH PALM BEACH COUNTRY CLUB; AND; PROVIDING FOR AN EFFECTIVE DATE. BS IT RESOLVED BY THS VILLAGE COUNCIL OF NORTH PALM BEACH, FLORIDA: Section 1. The Village Council of the Village of North Palm Beach does hereby approve the Lease Agreement attached as Exhibit "A" between the Village, as Lessor, and Zelnia, Van Schaffelaar, Price, Inc., a Florida corporation, as Lessee, for the conduct of food and beverage operations at the North Palm Beach Country Club. Section 2. The Mayor and Village Clerk are hereby authorized and directed to execute the Lease Agreement with Zelnia, Van Schaffelaar, Price, Inc., a Florida corporation, set forth in ' Exhibit "A" for and on behalf of the Village of North Palm Beach. ~I 1 Section 3 its adoption. This Resolution shall take effect immediately upon PASSED AND ADOPTED THIS 21ST DAY OF SEPTEMBER 1995. (Vi,llaye Seai) ~~~ MAYOR VILLAGE CLfiRK EXHIBIT "A" ' LEASE AGREEMENT TO CONDUCT FOOD AND BEVERAGE OPERATIONS AT THE NORTH PALM BEACH COUNTRY CLUB THIS AGREEMENT made this ~ day of September, 1995, by and between the VILLAGE OF NORTH PALM BEACH, a Florida municipal corporation, hereinafter called "VILLAGE", and ZELNIA, VAN SCHAFFELAAR, PRICE, INC., a Florida corporation, hereinafter called "LESSEE" W I T N E S S E T H: WHEREAS, the VILLAGE is the owner of certain improvements being a par t 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 din ing 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 PREMISSS. The VILLAGE hereby grants LESSSE, and LSSSEE hereby accepts from VILLAGE, an exclusive Lease to use and operate the following described premises, hereinafter referred to as "demised premises" to consist of the dining room, Gold Room, Putter's Pub, Snack Bar, office space of approximately 200 square feet, and the kitchen in the clubhouse building at the North Palm Beach Country Club, together with non-exclusive right to the use of the rest rooms in said building whenever the 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 (3) years commencing on the 1st day of October, 1995, and shall end on September 30, 1998. if LESSEE has fully performed term and provisions of the lease, including all .payments of rent, LASSES shall have the right to exercise one three (3) year option to renew for the rent hereinafter specified in this lease. LASSES must exercise its option to renew in writing no later than six (6) months prior to the end of the initial term of lease. 3. LESSEE OBLIGATIONS. A. Snack bar shall be open during special events designated by the North Palm Beach Country Club Administrative Board. The Board shall give LESSEE thirty (30) days notice prior to a special event. B. LESSEE shall have .the right to decorate the demised premises in a proper and pleasing decor, subject to the prior written approval of the North Palm Beach Country Club Administrative Board and the conditions set forth in Paragraph 21 herein. All such decorations shall be of a temporary and removable nature and shall be erected and removed by LESSSS at his sole expense. C. The Lounge shall operate seven days a week and be open from 10 AM and close no earlier than 7 PM. Lunch will be served. every day in the Lounge from 11 AM to 2:20 PM. From June 1 through September 30, LESSEE shall have the option to close on Mondays. 2 The dining room shall be open every Tuesday and Wednesday for the men's and women's Golf Associations Luncheons. The dining room shall remain open after woman's Golf Association Luncheons on Wednesday for bridge and WGA acL'ivities until 4 PM. Thursday nights dinner shall be served starting at 6 PM until 8 PM and Sunday Brunch shall be optional with LESSEE. D. Notwithstanding anything contained herein to the contrary, LESSEE shall close the main restaurant dining room and Gold 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 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. 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 Village's employee picnic to be scheduled in September of each year. 4. PERMITTED USE. 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 cart on the golf course and the right to place vending machines at such locations on. Country Club property as might- be mutually agreed to between the parties. 3 LESSEE shall not have the right to utilize vending machines from the business known as SAS Vending and Leasing, Ray Cohen, Jr., or a company in which one Ray Cohen, Jr., is a principal without the prior written permission of Village. LESSEE shall maintain all vending machines at its expense and keep such machines in good order and repair. LESSEE shall have the right to utilize either the main dining room or the Gold Room 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. LESSEE shall not, without L-he recommendation of the North Palm ' Beach Country Club Administrative Board and prior written approval by the Village Council, (a) make any chang2s to or paint the exterior of the demised premises; (b) install any exterior lighting, decorations or paintings; (c) erect, install or utilize any signs, decorations or advertising media of any type or content. So long as LESSEE is not in default; LSSSSE can quietly enjoy undisturbed possession of the premises; provided, however, LESSEE shall not have the right to change ownership of the corporation without prior written consent of LESSOR. 5. SCHEDULE OF EVENTS. LESSEE shall provide the VILLAGE, upon forms provided by the VILLAGE, in advance, a list of bookings by LSSSSE of parties, banquets, receptions, dinners, etc. 6 , r.rruNSES AND T E 4 A. LESSEE, at its expense, 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. LESSSE 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 LESSSE to fully perform the terms and provisions of this Agreement during the term of this Lease. 7. CREDIT SALES. The VILLAGE shall charge LSSSSS a four percent (4t) 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 LSSSSS under this section. If the LESSEE, in his discretion, extends 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. The parties understand that the VILLAGE bills Country Club members on the last day of each month after LSSSSS has extended credit to the members. At the close of each month, LSSSSS 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 and 25th of each month the monthly credit which it has .collected from the members; provided, however, that the payment on the 10th and 5 25th of the month shall not exceed the sum of One Thousand Dollars ($1,000.00), and may have to be estimated funds rather than fully ' collected funds. 8. REMODELING OR RENOVATION OF COUNTRY CLUB. The parties acknowledge that during the term of lease or option term, the Village may remodel or renovate the Country Club. The parties agree to coordinate the remodeling or renovation with the activities of LESSEE at the Country Club to eliminate or minimize damages to LESSEE. If the remodeling or renovation cannot be accomplished without LESSEE sustaining financial loss, Village and LESSEE agree to negotiate payment of compensation to LESSEE prior to the remodeling or renovation taking place. 9. BEVERAGE CART. LESSEE agrees to purchase the beverage cart of Village for the sum of $3,143.00 payable in three (3) equal, annual installments of $1,04.66 each on October 1, 1995, October i, 1996 and October 1, 1997. Upon completion of payment, title to the beverage cart shall be transferred by Village to LESSEE. LESSEE agrees to provide all maintenance for the beverage cart and LESSEE shall pay the cost of gasoline and carry insurance on the cart with the coverage to be as now carried by the Village. 10. FOOD AND BEVERAGE PURCHASE. As of October 1, 1995, LESSEE agrees to purchase from Village all dry goods, soda and beer that is not outdated, wine and liquor at the Country Club at the cost to Village. LESSEE agrees to pay the purchase price in twelve (12) equal monthly installments, commencing November 1, 1995 and continuing for a period of twelve (12) months. LESSEE also agrees to examine all food at the Country Club as of October 1, 1995 and shall have the right to purchase all 6 such food at the cost to Village and payable in the same fashion as ' hereinbefore specified in this paragraph 10. 11. F.O77IPMENT AND PROPERTY. The VILLAGE will provide LESSEE the equipment and utensils listed on Exhibit "A", attached hereto and made a part hereof, which shall be maintained by LESSEE in a state of good repair. Upon the termination of the Lease, the LESSEE shall return to the VILLAGE all equipment and utensils listed on Exhibit "A" in the same condition as received from the VILLAGE, less reasonable wear and tear. The LESSEE agrees to pay the VILLAGE an amount equal to the then current replacement price of each item not returned, or returned in an unserviceable condition. In the alternative, the ' LESSEE may transfer ownership to the VILLAGE of items which are of similar value to those not returned and which are acceptable to the VILLAGE. 12. UTILITIES. The LESSEE shall pay to the VILLAGE its proportionate share of utilities which serve the Country Club building according to the following agreed schedule: Gas - 40g Telephone - 100 Electricity - 35~ Water & Sewer - 30~ Cable Television - 1008 The VILLAGE shall provide LESSEE with a monthly statement of such costs. The VILLAGE may offset said expenses from the credit sales amount owed to LESSEE under Paragraph 7 above. Any balance remaining shall be immediately paid by LESSEE to the VILLAGE. 13. hDn•my DTDD nwm QaFRTV 1?R(:TTT.LTTnNR, 7 All employees required by Florida law shall have current food ' handlers' perntits. 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. 14. MAINTENANCE AND EOUIPMSNT. All equipment set forth in Exhibit "A" shall be in working ' order at the inception of this Lease Agreement; thereafter, LESSEE will be responsible for repairs to all equipment. Commencing November 1, 1995, and thereafter through the term of the lease and option term, if applicable, LESSEE agrees to pay fifty percent (50~) of all air conditioning and heating unit repairs incurred by the VILLAGE regarding the demised premises, such payment as set forth in Paragraph 10 above. 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 Village Council's permission and a VILLAGE work permit, if necessary, to install or attach to the 8 premises any equipment or fixtures desired by the LESSSE, 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 demised premises. ' LESSEE shall be responsible for repair and maintenance of all glass windows and doors in or on the demised premises and shall keep the demised premises in a clean condition on a daily basis. 15. INSURANCE. 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 such fire insurance as the LESSEE deems advisable as to the property owned by the LESSEE. B. Premises and Public Liability Coverage. LESSEE shall carry Workers Compensation insurance as required by the State of Florida, regardless of the number of employees. ' C. LESSEE shall carry the following Premises and Public Liability Insurance Coverage: 9 $300,000.00 each person; ' $300,000.00 each accident; $ 50,000.00 property damage. 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 of Lease. F. if, at any time, any of the policies shall be or become unsatisfactory to the VILLAGE as to form or substance, of 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 ' cancelled and is not promptly replaced, this Lease shall automatically terminate when any insurance coverage expires. 16. INDEMNITY. ' LESSEE agrees to indemnify and hold harmless LESSOR, at all 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 agents of the VILLAGE arising out of the conduct, operation, acts. or omissions of ' the LESSEE hereunder. 17. ASSIGNMENTS. 10 This Lease cannot be assigned, transferred or sub-leased by ' the LESSEE without the prior written consent of the Village Council, which consent shall be in the sole discretion of the Village Council. Changes in ownership of LESSEE shall be subject to approval of VILLAGE Council. 18. ANTI-DISCRIMINATION. The LESSEE shall not discriminate against any employee or applicant for employment to be employed in the performance of this Lease with respect to his hire, tenure, term, condition or privileges of employment, or any matter directly or indirectly related to employment, because of his race, color, religion, national origin, ancestry, se~£ or age. The LESSEE shall not discriminate against hiring the handicapped. ' 19. SCHEDULE OF RENT. LESSEE shall pay rent (the "Base Rent") to the VILLAGE based on a fixed monthly rate. The monthly rental charges, payable in advance on the first day of each month, are as follows: During the initial three (3) year term, LESSEE shall pay rent at the rate of $1,500.00 per month on or before the first day of each month in advance plus Florida State Sales Tax. During the Option term, LESSES shall pay rent at the rate of $2, 500.00 per month on or before the first day of each month in advance plus Florida State Sales Tax. 20. 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 11 performance of LESSEE's obligations. LESSEE shall also deposit with the VILLAGE in advance the first and last month's rent on the premises. Upon default by LESSEE, the VILLAGS may use, apply or retain all or any portion of the deposit to cure such default, or to compensate the VILLAGE for any 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 deposit the $4,500.00 in an interest-bearing account, and the interest shall belong to the LESSEE unless it is needed to cover the purposes of this paragraph. 21. 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 a payment bond to pay for said improvements. LESSEE shall not advertise or in any way inform the public or suppliers that the demised premises are operated by the VILLAGE or the North Palm Beach Country Club, and shall inform all third parties that LESSEE operates the demised premises. 22. RIGHTS OF VILLAGE NOT WAIVED. The failure of the VILLAGS to exercise any right hereunder, including any rights to terminate, shall not be waived as to any subsequently arising right to act hereunder or as to any default to the LESSEE thereafter occurring; and a failure to act by the VILLAGE shall not constitute a waiver as to any subsequently arising right to act on default. 12 23. 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 21 A and B above, where such failure shall continue for a period of ten (10) days after written notice thereof from the VILLAGE to LESSEE; provided, however, that if the nature of LESSEE'S default is such that more than ten (10) days are reasonably required for its cure, LESSEE shall not be deemed to be in default if LESSEE commences such cure within said ten-day period and thereafter diligently pursues such cure to completion. D. If LESSEE 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 13 thirty (30) days of the filing thereof, or if LESSEE or any said ' guarantor becomes insolvent or is unable or admits in writing its inability to pay its debts as they become due, or makes an assignment for the benefit of creditors or petitions for or enters into an arrangement with its creditors or a custodian is appointed or takes possession of LSSSEE's or any said guarantor's property, whether or not a judicial proceeding is instituted in connection with such arrangement 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 of 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 by reason of such default or breach: B. Declare the entire rent for the balance of the Lease Term, or any thereof, due and payable forthwith, and bring an action for the recovery thereof. C. 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 further liability under .the Lease on the part of LESSEE and the ' VILLAGE shall terminate. 14 D. 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 VILLAGE's rights and remedies under the Lease, including the right to recover the rent as it becomes due. E. Pursue any other remedy now or hereafter available to the VILLAGE under the laws and judicial decisions of the State of Florida. F. In the event of a proceeding involving LESSSS under the Bankruptcy Code, 11 U.S.C. Section 101 et sea., 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 LBSSEE 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 its operations in the Demised Premises, and in connection therewith, such party shall execute such security agreements, financing statements and other documents (the forms of 15 which are to be prepared by the VILLAGE) as are necessary to ' perfect such lien. G. If the VILLAGE should exercise any of its remedies hereunder, LESSEE shall be liable for and shall pay to the VILLAGE the costs of removing and storing LESSEE's or other occupant's property; the costs of repairing, altering, remodeling or otherwise putting the Demised Premises into condition 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 Lease, if applicable; and all reasonable expenses incurred by the VILLAGE, including attorneys' fees. H. 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 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. i. 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 by LESSSE under the terms of the Lease shall be deemed rent for the purpose ' of the VILLAGE exercising its remedies. J. No waiver of any covenant or condition or of the breach of any covenant or condition of the Lease shall be taken to constitute 16 a waiver of any subsequent breach of such covenant or condition nor ' to justify or authorize the nonobservance 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 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 the Lease on account of such default. K. LESSEE waives all claims for damages by reason of the VILLAGE'S exercising its right to reenter the Demised Premises and take possession of the property located therein, or damages by reason of any distress warrant, forcible detainer proceedings, sequestration proceedings or other legal process. L. 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 furnished to LESSEE in writing, specifying wherein the VILLAGE has failed to perform such 17 obligations; provided, however, that if the nature of the VILLAGE's t obligations is such that more thah ten (10) days are required for performance, the VILLAGE shall not be in default if the VILLAGE commenced performance within such 10-day period and thereafter diligently prosecutes the same to completion. M. 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 the Lease, 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 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 eighteen percent (18~) 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 LSSSSE's default with respect to such overdue amount, nor prevent the VILLAGE from exercising any of the other rights and remedies granted hereunder. 24. NOTICES. Any notice, request, demand, approval, consent or other ' communication 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, at the 18 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. 25. SURRENDER. Upon the expiration or termination of the Lease, LESSEfi shall deliver and surrender to the VILLAGE the Demised Premises in the same condition as 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 Premises, LESSEE shall remove all its 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 be an 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 19 of the Lease Term. if LESSEE should fail to remove its property upon the expiration of the Lease, said property shall be deemed ' abandoned and shall become the property of the VILLAGE. 26. 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 hereof, 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 and twenty five percent (125) of the highest monthly payment of Rent and additional charges theretofore paid during the Lease Term. 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. 20 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 VILLAGE'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 Florida. 28. DEFINITION. The term 'Village Council" as used herein shall include designees of the Village Council. WITNESS the following signatures and seals the date and year first above written. ' VILLAGE OF NORTH PALM BEACH ~~ '~1r .~~, ~'~ (VILLAGE) ,. ~ s ~• ~ , 1 ~dr~-- ;' its Mayor '' ~ i \~~\ (village Seal) 21 ATTEST: .~~-- V LLAGE CLERK WITNESSES: L B' ~: ~G~.~ 22