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2006-070 JEDL Lease Termination & Agrmnt. with Peas & CarrotsRESOLUTION 2006-70 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA, AUTHORIZING AND DIRECTING THE MAYOR AND VILLAGE CLERK TO ENTER INTO A TERMINATION OF LEASE AGREEMENT WITH J.E.D.L., INC., ATTACHED AS EXHIBIT "A", AND TO ENTER INTO A LEASE AGREEMENT WITH PEAS AND CARROTS CATERING, INC., DBA THE CONTINENTAL CATERING, TO CONDUCT FOOD AND BEVERAGE OPERATIONS AT THE NORTH PALM BEACH COUNTRY CLUB, ATTACHED AS EXHIBIT "B"; AND, PROVIDING FOR AN EFFECTIVE DATE. BE IT RESOLVED BY THE VILLAGE COUNCIL OF NORTH PALM BEACH, FLORIDA: Section 1. The Village Council of the Village of North Palm Beach, Florida, does hereby approve the Termination of Lease Agreement with J.E.D.L., Inc., attached as Exhibit "A", which Termination of Lease Agreement is effective as of September 30, 2006 at 12:00 midnight. Section 2. The Village Council of the Village of North Palm Beach, Florida, does hereby approve the Lease Agreement with Peas and Carrots Catering, Inc., DBA The Continental Catering, to conduct food and beverage operations at the North Palm Beach Country Club, attached as Exhibit "B", which Lease Agreement commences on October 1, 2006 and terminates on September 30, 2008 unless otherwise terminated, renewed or extended in accordance with the Lease Agreement. Section 3. The Village Council does hereby authorize and direct the Mayor and Village Clerk to execute the Termination of Lease Agreement with J.E.D.L., Inc., and to execute the Lease Agreement with Peas and Carrots Catering, Inc., DBA The Continental Catering, for and on behalf of the Village of North Palm Beach. Section 4. This resolution shall take effect immediately upon its adoption. PASSED AND ADOPTED THIS 14r" DAY OF (Village Seal?, ATTEST: Village Clerk LEASE TERMINATION AGREEMENT THIS AGREEMENT is made and entered into as of the /~ day of September 2006 by and between the VILLAGE OF NORTH PALM BEACH, a Florida municipal corporation, having an address at U.S. Highway 1, North Palm Beach, Palm Beach County, Florida 33408, hereinafter referred to as "VILLAGE", and J.E.D.L., INC., a Florida corporation, having an address at 756 Waterway Drive, North Palm Beach, Palm Beach County, Florida 33408, hereinafter referred to as "LESSEE". WITNESSETH WHEREAS, VILLAGE and LESSEE entered into that certain lease dated September 12, 2002, including a renewal lease dated September 1, 2005 and lease payment letter of understanding beginning October I, 2005, collectively hereinafter referred to as the "Lease", for that certain premises (hereinafter referred to as the "Premises") described in the Lease as certain facilities at the North Palm Beach Country Club for the purpose of conducting a food and beverage operation. WHEREAS, LESSEE desires to terminate the Lease prior to its stated expiration date and be relieved of its obligations thereunder, and VILLAGE is willing to terminate the Lease on the terms and conditions of this Agreement. NOW THEREFORE, in consideration of the mutual terms and conditions herein contained, the parties hereby agree as follows: 1. Termination of Lease. The Lease shall terminate effective as of September 30, 2006 by 12:00 midnight (the "Termination Date"). The Premises shall be deemed surrendered to VILLAGE by LESSEE on the Termination Date. All terms and conditions of the Lease shall remain in full force and effect until the Termination Date with those terms and conditions surviving as stated in the Lease. LESSEE shall deliver the Premises to VILLAGE in the required condition under the Lease. 2. Termination Payment. As consideration for this Agreement and amounts past due under the Lease, LESSEE will allow VILLAGE, upon VILLAGE'S approval and execution of this Agreement, to retain LESSEE's security deposit in the amount of SEVEN THOUSAND AND 00/100 DOLLARS ($7,000.00) until settlement of $4,014.19 in disputed monthly billing and deposit items reflected on the attached schedule "A". LESSEE will also pay the VILLAGE a payment of $6,783 via check payable to the VILLAGE toward undisputed and unpaid monthly utility & tax billings issued by the Village from May to August 2006. Disputed items totaling $4,014.91 will be discussed with the Village by LESSEE as soon as practicable and shall be adjusted in the Village's final return of LESSEE'S security deposit upon settlement of the September monthly utility & tax billing. In addition, LESSEE shall pay to VILLAGE zero ($ -0- ) as replacement cost for the missing logo-embossed dinner plates, which include the large dinner plates, salad plates and bread plates, provided to the LESSEE under the Lease. => ~..~~,~" Any other payment required by LESSEE under the Lease including, but not limited to, utilities and taxes, shall be paid in full by LESSEE through the Termination Date. The VILLAGE shall not be responsible for any payment required to be made by LESSEE under the Lease. 3. Lessee's Release. In consideration of VILLAGE releasing LESSEE from the obligations of the Lease, LESSEE hereby releases and forever discharges the VILLAGE and its officers, agents, representatives, trustees, beneficiaries, guarantors and employees, of and from any and all claims, acts, damages, demands, rights of action and causes of action which LESSEE ever had, now has, or in the future may have, against the VILLAGE, arising from or in any way connected with the Lease. This release is intended as a full settlement and compromise of LESSEE's each, every, and all claims of every kind and nature. 4. Binding. This Agreement shall not be binding until executed and delivered by the LESSEE to the VILLAGE along with LESSEE's payment stated above in paragraph 2 and the VILLAGE's Council having approved this Agreement and accepted LESSEE'S payment. 5. Cooperation. During September 2006, LESSEE shall cooperate with the VILLAGE and PEAS AND CARROTS CONCESSIONS, INC.. a Florida corporation, and/or any of their agents, representatives, contractors or employees, to provide them with full access to the leased premises for the purpose of making improvements and refurbishments to the leased premises. Such improvements and/or refurbishments may impact LESSEE's operation of its food and beverage service at the leased premises. However, any such impact on LESSEE'S operation shall not in any manner affect the Lease or this Agreement or LESSEE'S obligations thereunder. Prior to the termination of the Lease, LESSEE will conduct awalk-through inspection of the demised premises with PEAS AND CARROTS CONCESSIONS, INC., to identify equipment, property and/or facility repairs that need to be addressed by LESSEE. LESSEE shall be responsible for making any and all necessary repairs as required under the Lease prior to the termination of the Lease. The VILLAGE will not be responsible for repairs to equipment, property and/or facilities left in disrepair by LESSEE. 6. Miscellaneous. The warranties, representations, agreements, and/or obligations contained in this Agreement shall survive the execution and delivery of this Agreement and shall survive any and all performances in accordance with this Agreement. This Agreement shall inure to the benefit of, and be binding upon, the heirs, successors and assigns of the parties. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida. Any and all legal action necessary to enforce the Agreement will be held in Palm Beach County. No remedy herein conferred upon any party is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by any part}~ of any right. power, or remedy hereunder shall preclude any other or further exercise thereof. If any legal `` ~ ~'~ L ~~s- ',i 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 (including taxes) 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. 7. Severability. If any term or provision of this Agreement, or the application thereof to any person or circumstances shall, to any extent, be held invalid or unenforceable, to remainder of this Agreement, or the application of such terms or provision, to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected, and every other term and provision of this Agreement shall be deemed valid and enforceable to the extent permitted by law. 8. Waiver. Failure of the VILLAGE to enforce or exercise any right(s) under this Agreement shall not be deemed a waiver of VILLAGE's right to enforce or exercise said right(s) at any time thereafter. 9. Preparation. This Agreement shall not be construed more strongly against either party regardless of who was more responsible for its preparation. 10. Entire Agreement. The mutual obligations of the parties as provided herein are the sole consideration for this Agreement, and no representations, promises or inducements have been made by the parties other than as appear in this Agreement. This Agreement shall not be amended or modified except in writing signed by both parties. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written. Witnesses: VILLAGE OT-1vOl~TH~PIALM BEACH ~ ~r / ;;.Print Name: ~,Qy,E~ ~~ ~.d~2 By: ~~ DAVI ~ RRIS, ayor .~-~Y ,. 1''' ,/ , ``'° ~t;s ~ z i '-ire;:'°~ ~.. Print Name: ~~~~ (VILLAGE SEAL) ATTEST: By: i~l/~~~~G/~~/~,, VILLAGE CLLRK 3 ~_ !~ , `~~, e Witnesses: r ~__ _ . 7r,j' b Print Name: f ~~~~ ~r~'j~ ~~ Print Name: J.E.D.L., INC. Print Name: .-~'" ~~ , ~-~~ ; v' ~~'itnesses: i Print Name: ~%/,~r~i':~,,~~c~ ~ c -- - mac.- I ~ ~ ~~ ~ E? is _ Print Name: STATE OF FLORIDA COUNTY OF ~~~ ,i.E.D.i~,~;~~~C~~ -~ ~ • ~ ~ ~ - Print Na e: ~'l~a i.", ~ ~ . ;~sJ'~,~y~,%~+ r ~ ~ 1,'1 c F ~~~ r- ~_ s , The forgoing instrument was acknowledged before me this / ~ day of ~5e~%, ~0 vv (Name of person making statement). Who is personally known to me _ or has produced iden~ifi~ati.on __ __ Type of Identification Produced /~ ~-• K~~~~ t~c_<<-.~_s_~ bd~o ~id~•~:did not take and oath. `------ Signature of ~erson /~ - , _ =- -- (Sign p~yrfe of Notary Public-State of Florida) Rvbert J Phoenix ~~~~~u~~~u~~~a~ *; -.~ :~= :~= !~ ~ ~kDD 3H9201 , o, r py,,~~ Monthly Utility /Tax Billings May $ 1,728.17 June 1,814.27 July 3,409.61 August 3,845.86 Monthly Rent - $ 10,797.91 August incl. tax $ 4,260.00 Sept. incl. tax $ 4,260.00 Lessee Disputed items: Water Charges May -Aug. Electric Charge: May -Aug. 1st mo. Rent Lease Mod. July Gas charge July Less Payment Made to Village 9/12/06 i)1~is ~}t(r, $ 682.00 $ 800.00 $ 2,500.00 $ 32.91 $ (4.014.91) $ (8,520.00) $ 6,783.00 ,-.,. ~.~ JEDL Past Due Village Analysis September 13, 2006 LEASE AGREEMENT TO CONDUCT FOOD AND BEVERAGE OPERATIONS AT THE NORTH PALM BEACH COUNTRY CLUB THIS LEASE AGREEMENT, made and entered into at North Palm Beach, Palm Beach County, Florida, between the VILLAGE OF NORTH PALM BEACH, a Florida municipal corporation, having its main office at 501 U.S. Highway 1, North Palm Beach, Palm Beach County, Florida 33408, hereinafter referred to as the "VILLAGE", and PEAS AND CARROTS CATERING, INC. d/b/a THE CONTINENTAL CATERING, a Florida corporation, having its main office at 4521 PGA Blvd., Suite #348, Palm Beach Gardens, Palm Beach County, FL 33418, hereinafter referred to as the "LESSEE". WITNESSETH WHEREAS, the VILLAGE is the owner of the North Palm Beach Country Club; and WHEREAS, the LESSEE desires to lease from the VILLAGE certain facilities within said Country Club to supply food, beverage and general dining and eating services; and NOW, THEREFORE, in consideration of the premises and of the mutual benefits and promises herein expressed, the sufficiency of which is hereby acknowledged, it is agreed as follows: DEMISE BY THE VILLAGE AND ACCEPTANCE BY LESSEE. Upon the terms and conditions hereinafter contained, and in consideration for the payment of rent hereinafter provided, and for and in consideration of the prompt performance by the LESSEE of the covenants and conditions hereinafter contained, by the LESSEE to be kept and performed, the performance of each of which is declared to be an integral part of the consideration to be furnished by the LESSEE, the VILLAGE does hereby lease, let and demise unto the LESSEE, and the LESSEE hereby leases of and from the VILLAGE the following premises, which is hereby defined to include all of the following described property, to wit: The foyer, dining room, Lounge, Snack Bar, office space, storage areas and the kitchen in the clubhouse building at the North Palm Beach Country Club and covered pool deck area together with non- exclusive right to the use of the restrooms in said building whenever the facilities are open. The LESSEE, in consideration for the demise of said premises by the VILLAGE, does hereby rent, lease and hire said premises from the VILLAGE on the terms and conditions in this Lease Agreement. The LESSEE hereby acknowledges that it has examined each and every part and parcel of the described demised premises, including the equipment and property included therein and the LESSEE hereby acknowledges that the demised premises are in good condition and free from defects or hazards, whether latent or obvious, and LESSEE is satisfied that such condition is good and sufficient for the purposes and duration for which the LESSEE proposed to utilize said demised premises. The LESSEE further acknowledges that it did not rely on any representations or warranties from the VILLAGE in concluding that the condition of the demised premises is good, free from defects or hazards of all kinds, and is sufficient for the purposes and duration for which the LESSEE proposed to utilize said demised premises. The VILLAGE makes no representation as to the quantity, quality or condition of all or any part of said demised premises upon which it is intended that the LESSEE shall rely in any respect in the making of this Lease Agreement, and the LESSEE hereby acknowledges that it has satisfied itself in all respects concerning each and every part and parcel of said demised premises. 2. TERM. The initial term and duration of this Lease shall be for a period of time commencing on October 1, 2006 and ending at 12:00 midnight on September 30, 2008 (hereinafter referred to as the "Initial Term"). After the VILLAGE'S approval and execution of this Lease Agreement and during the month of September 2006, LESSEE shall be provided access to the demised premises in order to make improvements and/or refurbishments to the demised premises. LESSEE will cooperate with and coordinate its improvements and/or refurbishments with the current Lessee, J. E.D.L., INC., whose lease with the VILLAGE will terminate on September 30, 2006, 12:00 midnight. It is understood and agreed that all improvements and/or refurbishments erected in or placed upon the demised premises shall remain thereon and shall not be removed therefrom, and on the expiration of this Lease Agreement, any and all such improvements shall be and become the property of the VILLAGE; except that personal property, equipment, tools of trade, and/or furnishings provided by the LESSEE, which have received the prior approval of the VILLAGE Manager and/or the VILLAGE Council (as stated herein) and are listed on Exhibit "A" attached to this Lease Agreement, which may be amended from time to time by the parties in writing, shall not be construed as improvements under this Lease Agreement and shall be removed by LESSEE at the termination of or expiration of this Lease Agreement. Floor coverings, window, wall and ceiling treatments even if provided by LESSEE shall not be removed from the demised premises and shall be the property of the VILLAGE. LESSEE agrees to indemnify and hold harmless VILLAGE, at all times after the approval and execution of this Lease Agreement by the VILLAGE, against and in respect of all liabilities, claims, damages, deficiencies, actions, proceedings, demands, assessments, judgments, 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 access, improvements and refurbishments to the demised premises during the month of September 2006 to the extent caused or attributable to the LESSEE or any of its employees or agents. Such indemnification shall include damage to the demised premises or 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. LESSEE shall not be held responsible or liable for any payment required to be made by J.E.D.L., INC., to the VILLAGE under J.E.D.L., INC.'s, current lease with the VILLAGE. All payments due under this Lease Agreement by LESSEE to the VILLAGE shall commence on October 1, 2006. 2 3. LESSEE OBLIGATIONS. A. As of the effective date of the Initial Term, at a minimum, LESSEE shall provide dinners on Friday and Saturday nights between the hours of 5:00 p.m. and 8:00 p.m. LESSEE will be allowed to provide the Friday and Saturday dinners in the Lounge in the event the main dining room is used for catered events. B. The Lounge shall be open seven (7) days a week from 10 a.m. and close no earlier than 7:00 p.m. (or 8:00 p.m. during daylight savings time). As of the effective date of the Initial Term, at a minimum, lunch will be served every day in the Lounge from 11:00 a.m. to 2:30 p.m. From June 1 through September 30, LESSEE shall have the option to close on Mondays. C. LESSEE may negotiate contracts with groups desiring use of the facilities on a regular or recurring basis and retain all proceeds and revenues derived thereform unless otherwise stated in this Lease Agreement. LESSEE will be provided with a written schedule of all event bookings currently planned at the demised premises. LESSEE agrees to honor any and all event bookings made with the current Lessee, J.E.D.L., INC., at the rates and times agreed upon by J. E.D.L., INC., to the extent set forth in the schedule entitled "Pre-Lease Booked Events", a copy of which is attached hereto and made apart hereof as Exhibit "B". D. Notwithstanding anything contained herein to the contrary, LESSEE agrees to allow the VILLAGE to use the main restaurant dining room for public voting purposes from 7:00 a.m. to 7:00 p.m. up to three (3) times per calendar year without charge. E. If the golf course superintendent or his or her designee closes the golf course on Mondays through Fridays for the balance of the day and LESSEE does not have scheduled events during that day, LESSEE shall have the option to close food and beverage operations for the balance of the day; provided, however, LESSEE agrees that notwithstanding anything herein contained to the contrary that the Lounge shall remain open on Fridays, Saturdays, Sundays and holidays irrespective of golf course closings; provided; however, LESSEE shall have the right to close on Christmas Eve after 4 :00 p.m. and all day on Christmas day. The Lounge may be closed b_y LESSEE when there is a declaration of stated emergency. F. Lessee shall be the exclusive provider of food and beverages for the Village's 4t~ of July events on Country Club grounds. G. During the Initial Term of this Lease Agreement or extension thereof, LESSEE shall conduct on average one (1) special event per calendar month at the Country Club. H. LESSEE shall report to the VILLAGE Manager or his or her designee. I. LESSEE shall provide a beverage and food cart at LESSEE'S sole cost and expense at all times the golf course is open for play, without prejudice to LEESSEE charging for the items supplied in said beverage and food cart unless otherwise stated in this Lease Agreement. 4. PERMITTER USE. A. LESSEE shall use the demised premises to provide food and beverage sales and services, including alcoholic beverages sales and service, and catering sales and services, and to supply food, beverage and general dining and eating services to the VILLAGE residents, the members of the North Palm Beach Country Club, and the general public. LESSEE's permitted use shall include the operation of the beverage and food carts on the golf course. LESSEE shall have the right to utilize either the main dining room or the covered pool deck area for catered functions during the hours LESSEE is required to stay open for lunch; provided, however, either the dining room or the Lounge shall be open at all times during the required luncheon hours in order to serve lunch to the VILLAGE residents, the members of the North Palm Beach Country Club and the general public. B. LESSEE shall provide silverware, crystal, glassware, coffee cups, saucers, flatware and dishes at its expense and may remove same upon termination of this Lease Agreement. LESSEE shall also have use of all flatware and dishes owned by the VILLAGE at the demised premises and LESSEE shall not be liable for loss or damage of such items. C. LESSEE shall have the right to operate vending machines on subject leased premises at locations agreed to between the parties. LESSEE shall be responsible, at its expense, to maintain the machines in good order and repair and to see that they are stocked sufficiently at all times. LESSEE shall be entitled to retain any profits therefrom. D. LESSEE shall not without the prior written approval of the VILLAGE Council: (1) make any changes to or paint the demised premises; or (2) install or remove any exterior lighting, decorations or paintings. VILLAGE Manager or his or her designee must give approval for the erection, installation and utilization of any signs, decorations or advertising media, which approval shall not be unreasonably withheld. E. LESSEE shall have the right to prepare, serve and sell food and beverages on the golf course at such time and places as agreed between the LESSEE and the VILLAGE Manager. F. So long as LESSEE is not in default, LESSEE can quietly enjoy undisturbed possession of the demised premises. G. It is specifically understood and agreed that VILLAGE has no obligation or duty to inspect the premises; however, the VILLAGE and each of its authorized agents and employees, shall have the right to enter the demised premises during all reasonable hours to examine the property. This right of entry shall likewise exist for the purposes of removing placards, signs, fixtures or alterations that do not conform to this Lease Agreement. However, LESSEE shall remain under a continuing obligation during this Lease Agreement to immediately notify the VILLAGE in writing of any condition existing on or in the demised premises or the property that may be considered dangerous or hazardous, even if such condition is open and obvious. H. It is agreed and understood that the LESSEE shall not commit, suffer or permit to be done or committed any waste in or on said demised premises or any part thereof, and in the event this provision is violated, the VILLAGE shall have the right to take such action, in law or in 4 equity, as VILLAGE shall deem appropriate for the preservation of the demised premises. Such option may include, but shall not be limited to, entering upon said premises to rectify said condition, preserve said premises and take such action as the VILLAGE may deem appropriate, all without liability to the VILLAGE. A violation of this condition by the LESSEE shall constitute a breach of the Lease Agreement. I. LESSEE acknowledges that the VILLAGE holds an annual festival each year at the North Palm Beach Country Club in which LESSEE may provide food and beverage at said annual festival. However, LESSEE acknowledges and agrees that the VILLAGE may permit other vendors or contract with other vendors to provide food, beverage and other services at said annual festival outside of the demised premises but on the grounds of the Country Club. J. LESSEE acknowledges that the demised 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 and is without the supervision of a lifeguard, the LESSEE shall be responsible for restricting its customers, guests and invitees to the demised premises and responsible for monitoring and ensuring that its customers, guests and invitees are restricted from access to the VILLAGE's adjacent pool deck, pool lounges, pool bathrooms, swimming pool and diving areas. Failure of the LESSEE to restrict, monitor and/or ensure its customers, guests and invitees to remain in the demised premises and to not enter the aforementioned VILLAGE pool areas when the VILLAGE Pool is closed and without supervision of a lifeguard shall constitute gross negligence by the LESSEE and may result in termination of this Lease Agreement. K. LESSEE shall provide coffee, hot chocolate, juices and water for purchase in close proximity to the Golf Club Pro Shop on a daily basis or will allow the VILLAGE to provide similar refreshments for purchase as a convenience to customers. 5. SCHEDULE OF EVENTS. LESSEE agrees to attend a meeting at least once per month during the Initial Term of this Lease Agreement and any extension thereof with the Country Club Director and such other individuals as requested by the Country Club Director. 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 Country Club Director. LESSEE shall provide the VILLAGE in writing, in advance, a list of bookings by LESSEE of parties, banquets, receptions, dinners, special or other events. If the VILLAGE desires a special event on the demised premises, LESSEE shall book such event so long as it does not conflict with previously scheduled events and the appropriate VILLAGE facilities are otherwise available for the event. 5. LICENSES AND TAXES. 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. LESSEE agrees to obtain and keep, at its own expense, an alcoholic beverage license in accordance with the laws of the State of Florida, which will allow LESSEE to fully perform the terms and provisions of this Lease Agreement during the Initial Term of this Lease Agreement and any extension thereof. 7. CREDIT SALES & POS SYSTEM A. VILLAGE will lease use of the VILLAGE computerized POS system including accompanying and compatible hardware and software to the LESSEE for a maximum monthly installment of THREE HUNDRED FIFTY DOLLARS ($350) per month for the initial term of this Lease Agreement. VILLAGE will install and maintain four (4) POS systems within the demised premises with such maintenance to only include maintenance of the POS system network server and overall POS system software. LESSEE shall pay for all food & beverage system set-up and training. LESSEE agrees to utilize the VILLAGE computerized POS system to extend credit purchases to Country Club Members. LESSEE agrees to maintain the food & beverage system and the associated hardware and keep in good working condition said system and provide and replace all consumable supplies (i.e., ink, receipt tape, etc.). B. VILLAGE operates and maintains a POS system identifying authorized members that have Club charging privileges. LESSEE will be responsible for the proper use of this POS system to identify all members without charging privileges. VILLAGE shall not be responsible for collection and payment to LESSEE of charges accepted by LESSEE by members that do not have Club charging privileges. Collection of authorized member charges will be the sole responsibility of the VILLAGE. At the close of each month, LESSEE shall provide the VILLAGE with all credit sales to Members by the 3`d day of the following month. VILLAGE will advance on the 25`h day of the same month, a sum of $1000 to the LESSEE until VILLAGE bills and collects Member charges the following month. Upon receipt by VILLAGE of Member payments, VILLAGE will remit to LESSEE funds collected less one percent (1%) billing administration fee and the previous month's advance of $1000. C. VILLAGE shall pay to LESSEE all members charges not collected by the VILLAGE within 60 days of the closing month for all authorized members having charging privileges with the VILLAGE regardless of payment status between the members and the VILLAGE. 8. EQUIPMENT AND PERSONAL PROPERTY MAINTENANCE. The VILLAGE will provide LESSEE with the equipment and personal property listed on Exhibit "C" attached hereto and made a part hereof. The equipment and personal property is hereby included in the demised premises and made a part of this Lease Agreement and includes all items specifically mentioned in Exhibit "C". The LESSEE shall have the sole responsibility for the repair, replacement and maintenance of all equipment and personal property in the demised premises. LESSEE is further responsible for the day-to-day cleaning of all exposed portions of all equipment and personal property together with all other obligatior_s of every nature with respect to repair, replacement, maintenance and operation of the equipment and personal property. The LESSEE shall use and operate said equipment and personal property in a reasonable, prudent manner so as not to accelerate the deterioration of it. The LESSEE shall notify VILLAGE of any apparent operational dysfunction of any part of said equipment or personal property. Said notification shall be in writing and shall occur immediately, but no later than three (3) business days after LESSEE should have reasonably discovered any such dysfunction. Notification to the 6 VILLAGE is provided for the sole purpose of obtaining written approval for any repair or replacement of such equipment or personal property by the LESSEE to ensure that any such repair or replacement does not diminish the value of the equipment or personal property. Any equipment or personal property that is replaced under the provisions of this Lease Agreement shall be replaced at LESSEE's expense with the same or substantially similar item of an equal or better quality in good operating condition. If LESSEE provides such replacement equipment or replacement personal property, said equipment or personal property shall become the equipment and personal property of the VILLAGE: however, if said replacement equipment and/or personal property receives prior approval of the VILLAGE Manager and/or the VILLAGE Council (as stated herein) and is listed on Exhibit "A" attached to this Lease Agreement, which may be amended from time to time by the parties in writing, said replacement equipment or personal property shall be deemed the property of LESEE and shall be removed at the termination or expiration of this Lease Agreement by LESEE. Floor coverings, window, wall and ceiling treatments even if provided by LESSEE shall not be removed from the demised premises and shall be the property of the VILLAGE Except for the equipment and personal property that qualifies as LESSEE's equipment and personal property under this Lease Agreement, all equipment and personal property, along with the demised premises, shall be delivered to the VILLAGE by LESSEE upon termination or expiration of this Lease Agreement without demand by VILLAGE in the good repair and condition, less reasonable wear and tear. 9. VILLAGE'S OBLIGATIONS. A. VILLAGE agrees to dedicate the inside full page of the VILLAGE Newsletter for promoting the Country Club calendar and announcing events and dinner schedules at the Country Club for public information purposes. B. VILLAGE shall provide LESSEE with access to a golf cart at all times that the LESSEE'S operations are ongoing for the sole purpose of LESSEE inspecting its business operations. C. VILLAGE shall only be responsible for maintaining the basic infrastructure, which includes only the parking lot, exterior landscape, exterior walls, foundation, roof, and exterior components of the water and sewer system. for the demised premises at its sole expense. The air conditioning and heating system expenses up to 50% of the maintenance and repair costs for such system will be paid for by LESSEE, subject to an aggregate maximum of $4,000 per incident (i.e. the maximum outlay by LESSEE shall not exceed $2,000 per incident). VILLAGE shall be 100% responsible for repairs and maintenance exceeding the $4,000.00 maximum per incident costs. However, LESSEE shall continue to be solely responsible for all other maintenance of the demised premises and shall keep same free and clear of hazards, debris or obstructions. Additionally, VILLAGE shall 'nave no obligation to inspect or visit the demised premises to determine the condition of the basic infrastructure of the demised premises. It shall be the sole responsibility of the LESSEE to inform the LESSOR in writing of any defect or condition in the basic infrastructure that is in need of repair or maintenance, even if such conditions are considered open and obvious. Said notice shall be furnished by the LF_,SSEE within three (3) business days of the occurrence of the defect or condition. LESSEE shall be solely responsible for any claims, damages or personal injuries that occur to persons or property lawfully on the premises as a result 7 of any defect or condition of which it failed to notify VILLAGE of and agrees to indemnify and hold harmless the VILLAGE for any claims, loss or damages as a result of all conditions or defects not so notified of. 10. UTILITIES. The LESSEE shall pay to the VILLAGE its proportionate share of utilities which serve the demised premises according to the following agreed schedule: Utility LESSEE'S share VILLAGE's share Gas 90% 10% Telephone 100% 0% Electricity 60% 40% Cable Television 100% 0% Satellite Dish 100% 0% Water & Sewer 30% 70% Alarm System 90% 10% VILLAGE will provide LESSEE with notice of LESSEE's proportionate share and billing information on a monthly basis. At its option, VILLAGE may offset said proportionate share of LESSEE from the credit sales amount owed LESSEE by VILLAGE. Any remaining balance shall be paid by LESSEE to the VILLAGE within thirty (30) days of receipt of the notice of LESSEE's proportionate share and billing information. LESSEE, at its sole cost and expense, shall provide monthly pest extermination for the demised premises. 11. HEALTH, FIRE AND SAFETY REGULATIONS. As required by Florida law, LESSEE and all of its employees shall have current food handler's permits. The LESSEE shall keep the demised premises described herein clean, satisfactory and in sanitary condition according to conditions approved by the VILLAGE and as regulated by Federal, State and local regulations and agencies. All refuse and waste materials created in the exercise of this Lease Agreement shall be removed by the LESSEE to designated collection points to be removed by the VILLAGE. LESSEE shall provide and pay for at lease one of two "dumpsters" or similar receptacles, approved by the VILLAGE, for temporary storage of refuse and waste. LESSEE shall not use the "dumpster" or similar receptacle provided and paid for by the VILLAGE. If one (1) "dumpster" or similar receptacle is not sufficient for LESSEE'S temporary storage of refuse and waste or for maintaining sanitary conditions in and around the demised premises and shared dumpster area, LESSEE shall provide and pay for any and all additional '`dumpsters" or similar receptacles. Ail State, County and local fire, health and safety regulations shall be strictly complied with and at the sole cost of the LESSEE. The LESSEE agrees to permit the appropriate officials onto and in the demised premises for the purpose of conducting an inspection to ensure the building's and demised 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 to their 8 business at the Country Club. 12. MAINTENANCE AND REPAIRS. Prior to the commencement of this Lease Agreement, LESSEE will conduct awalk-through inspection of the demised premises with J.E.D.L., INC., the current lessee, to identify equipment and/or facility repairs that need to be addressed by J.E.D.L., INC., prior to the termination of the current lease with J.E.D.L., INC., on September 30, 2006 12:00 midnight. J.E.D.L., INC., will be responsible for making all necessary repairs in accordance with its prior lease. The VILLAGE will not be responsible for repairs to equipment and/or facilities left in disrepair by J.E.D.L., INC. However, LESSEE shall have the option to replace equipment that is in disrepair or defective with its own equipment. If such equipment provided by LESSEE received the prior approval of the VILLAGE Manager and/or the VILLAGE Council (as stated herein) and is listed on Exhibit "A" attached to this Lease Agreement, which may be amended from time to time by the parties in writing, said equipment shall remain the sole property of the LESSEE 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 even if provided by LESSEE shall not be removed from the demised premises and shall be the property of the VILLAGE Once this Lease Agreement is approved and executed by the VILLAGE, LESSEE shall be responsible for repairs and maintenance to all equipment and personal property on and in the demised premises as stated above in paragraph (8) of this Lease Agreement. In addition to LESSEE's agreement to maintain the equipment and personal property described in paragraph (8) of this Lease Agreement, regardless of whether such equipment and personal property is located within the interior of the demised premises or within the exterior of the demised premises, the LESSEE further agrees to maintain and repair each and every part of the interior of the demised premises not previously described as equipment and personal property in paragraph (8) or Exhibit "B" to this Lease Agreement, in good condition and repair, ordinary wear and tear excepted, and the LESSEE agrees and understands that it shall make good to the VILLAGE, immediately upon demand, any damages to all or any part of said demised premises caused by any act or neglect of the LESSEE, its employees, customers, guests, invitees and each of them. LESSEE also agrees to pay fifty percent (50%) of all air conditioning and heating system maintenance and repair costs incurred by the VILLAGE regarding the demised premises, subject to a maximum of $4,000 per incident (i.e., the maximum outlay by LESSEE shall not exceed $2,000 per incident). VILLAGE shall be 100% responsible for repairs and maintenance exceeding the $4,000.00 maximum per incident costs. LESSEE shall also pay for any and all repairs and maintenance to the alarm system. As of the commencement of this Lease Agreement, LESSEE shall maintain and repair the furnishings i.. the demised premises as necessary and shall replace all furnishings damaged due ±o the negligence or intentional act of LESSEE or LESSEE's employees, customers, guests, invitees and each of them. LESSEE shall obtain the permission of the VILLAGE Manager or his or her designee and a VILLAGE work permit, if necessary, to install or attach to the demised premises any equipment or fixtures desired by the LESSEE, and if LESSEE ever desires to remove the same, or is required by 9 the VILLAGE to remove the same for any reason consistent with this Lease Agreement, 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 ceasing to operate or the termination of this Lease Agreement shall be the property of the VILLAGE, without expense to the VILLAGE. LESSEE shall be responsible for maintenance of the restroom facilities in a clean, sanitary condition on a daily basis and in good repair, which it is given non-exclusive use of in the demised premises, exclusive of infrastructure maintenance and repairs by the VILLAGE as stated above in Paragraph 9 of this Lease Agreement 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, bulbs, light fixtures and doors in or on the demised premises and shall keep the demised premises in a clean condition on a daily basis. VILLAGE acknowledges and LESSEE agrees that LESSEE will replace the carpet in the dining room and foyer at the commencement of the Initial Term of this Lease at its sole expense. At the termination of this Lease, or and extension hereof, LESSEE shall be responsible for replacement, as necessary, of carpeting in the demised premises to the extent that it is damaged by the neglect or abuse of the LESSEE, its customers or its employees. If LESSEE fails to properly maintain or make needed repairs or replacements as set forth herein, VILLAGE shall give thirty (30) days written notice to LESSEE to make the specified repairs, replacements or maintenance. If LESSEE disagrees that the repairs, replacements or maintenance needs to be made, LESSEE shall give written notice thereof and deliver same to the VILLAGE Manager at Village Hall within the said thirty (30) day notice. Upon VILLAGE Manager receiving written notice by LESSEE objecting to the repairs, replacements or maintenance, VILLAGE Manager shall review the matter. If upon reviewing the matter, the VILLAGE Manager makes the reasonable determination that the repairs, replacements or maintenance should be made, then VILLAGE Manager shall notify LESSEE, who must make the repairs, replacements or maintenance within fifteen (15) days from the notification by VILLAGE Manager or within the original thirty (30) days the VILLAGE originally notified LESSEE, whichever is later. If LESSEE fails to make the stated repairs, replacements or maintenance within the time frame specified herein, then the VILLAGE shall have the right to make the repairs, replacements or maintenance and charge LESSEE the reasonable costs thereof. If the VILLAGE determination involves replacement of carpeting and VILLAGE replaces the carpeting, LESSEE shall have the right to pay the cost of carpeting, including installation, in six (6) equal, monthly installments. 13. INSURANCE. A. During the term of this Lease Agreement, the VILLAGE, at its expense, shall 10 maintain casualty insurance upon the building and VILLAGE'S personal property therein in which the demised premises is located. 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 utilized 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 demised 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 demised premises tenantable but there shall be a prorated abatement or prorated refund of the rental amounts required to be paid hereunder. B. It is specifically provided, as part of this provision, that the VILLAGE shall not be obligated in any way whatsoever to provide any insurance protecting the LESSEE, it being the specific intent of the parties that the insurance to be provided hereunder in subparagraph (A) shall be for the protection of the VILLAGE'S property and not the property of the LESSEE. The LESSEE may, at its own expense, obtain such casualty insurance, as in the exercise of its discretion it deems appropriate, so as to protect any property upon the premises owned by it. C. Commercial General Liability: The LESSEE shall maintain and prior to commencement of this Lease Agreement, provide the Village with evidence of Commercial General Liability insurance to include: (1) Premises/Operations, Products/Completed Operations, and Personal/Advertising injury for limits of not less than $1,000,000 per occurrence; (2) Fire Damage for limits of not less than $100,000 per occurrence; (3) Medical Payments for limits not less than $5,000 per person; and, (4) a General Aggregate limit of not less than $2,000,000. The policy shall also provide the VILLAGE with a thirty (30) Day Written Notice of Cancellation or Non-Renewal and include the VILLAGE as an Additional Insured. D. Liquor Liability: The LESSEE shall maintain and, prior to commencement of this Lease Agreement provide the VILLAGE with evidence of Liquor Liability Insurance with limits of not less than $500,000 each person /$1,000,000 each incident. The policy shall also provide the VILLAGE with a thirty (30) day Written Notice of Cancellation or Non-Renewal and include the VILLAGE as an Additional Insured. Liquor Liability may be included within the commercial general liability policy, but will need to be so specified on the Certificate of Insurance. E. LESSEE shall carry plate glass insurance on the demised premises. F. Business Automobile Liability: If the LESSEE shall own and operate any vehicle in the operation of its business at or about the demised premises, them the LESSEE shall maintain and, as of the date of commencement of this Lease Agreement, provide the VILLAGE with evidence of Business Automobile Liability insurance to include: (1) coverage for any automobile - Symbol i fog liil'iits of riot less than $1,000,000 corr~bined single lirr~it (bodily injury & property damage) per accident, and (2) Personal Injury Protection (Florida no-fault) with full statutory limits. The policy shall also provide the VILLAGE with a thirty (30) day Written Notice of Cancellation or Non-Renewal and include the VILLAGE as an Additional Insured. A single limit policy can be substituted with $500,000 bodily injury/$1,000,000 bodily injury per accident, and $2.50,000 property damage per accident. 11 G. Workers' Compensation and Employer's Liability: If LESSEE falls under the State of Florida Workers' Compensation Law, coverage shall be provided for all employees. The coverage shall be for statutory limits in compliance with the applicable state and federal laws. The policy must include Employer's Liability with a limit of $500,000.00 for each accident or disease. The policy shall also provide the VILLAGE with a thirty (30) day Written Notice of Cancellation or Non-Renewal. H. If, at any time, any of the policies shall be or become unsatisfactory to the VILLAGE as to form or substance, or if any of the carriers issuing such policies shall be or become unsatisfactory to the VILLAGE, the LESSEE shall promptly obtain a new and satisfactory policy in replacement. If any policy is canceled and is not promptly replaced, this Lease Agreement shall automatically terminate when any insurance coverage expires. 14. INDEMNITY AND HOLD HARMLESS. LESSEE agrees and understands that, during the term of this Lease Agreement and having had the opportunity to inspect the demised premises prior to leasing same, it has superior knowledge as to the condition of the entire demised premises including, but not limited to, the restrooms. Because LESSEE has superior knowledge, it is hereby agreed that VILLAGE shall have no duty to inspect any part of the demised premises at any time during this Lease, although VILLAGE reserves the right to do so. LESSEE shall have the sole responsibility to ensure that the demised premises are maintained in a safe and non-hazardous condition. LESSEE agrees to indemnify and hold harmless the VILLAGE for any damages or personal injury or death occurring to individuals or property on the premises as a result of any condition on the demised premises including, but not limited to, the restrooms. LESSEE agrees and understands that indemnification under this provision includes all claims, damages, all costs and attorneys' fees through and including all trial and appellate proceedings and further includes any costs and attorneys' fees incurred in establishing VILLAGE's right and entitlement to indemnification under this provision. LESSEE, for itself and on behalf of its legal representatives, waives, releases and forever discharges VILLAGE and its officers, employees and agents, committees and representatives and their successors and assigns of and from every and all claims, actions, and causes of action for any personal injury, which may be suffered or sustained by anyone entering onto the demised premises in and agrees to indemnify and hold harmless VILLAGE from any such claims or causes of action by whomever or wherever made, including costs and expenses of legal defense through all trial and appellate proceedings in the event a claim is asserted. LESSEE agrees and understands that indemnification under this provision includes all claims, damages, all costs and attorney's fees through and including all trial and appellate proceedings and further includes any costs and attorneys' fees incurred in establishing VILLAGE'S right and entitlement to indemnification under this provision. 15. ASSIGNMENT AND SUB-LEASE. This Lease Agreement shall not be assigned or sub-leased in whole or in part by the LESSEE without the express written consent of the VILLAGE, which consent shall be determined at the sole discretion of the VILLAGE. 12 The parties acknowledge that the VILLAGE has negotiated for the services of the LESSEE and it agrees to remain liable for full performance of the terms and provision of this Lease Agreement, including. but not limited to, the payment of rent and other sums due hereunder in the event that the LESSEE, its assign or sub-lessee is in default. 16. ANTI-DISCRIMINATION. The LESSEE shall not discriminate against any employee or applicant for employment to be employed in the performance of this Lease Agreement with respect to its hire, tenure, term, condition or privileges or employment, or any matter directly or indirectly related to employment, because of his or her race, color, religion, national origin, ancestry, sex or age. The LESSEE shall not discriminate against hiring the disabled. 17. SCHEDULE OF RENT. LESSEE agrees to pay and the VILLAGE agrees to accept as rent for the demised premises subject to this Lease Agreement, the sum of ONE HUNDRED TWENTY THOUSAND DOLLARS ($120,000) during the first calendar year of the Initial Term, plus all sales, use and other taxes and charges, if any, and the sum of ONE HUNDRED TWENTY THOUSAND DOLLARS 0120,000) during the second calendar year of the Initial Term, plus all sales, use and other taxes and charges, if any. The sum due each calendar year of the Initial Term shall be paid in consecutive monthly installments on the first day of each month as further described below, plus all sales, use and other taxes and charges, if any. MONTH RF,NT Tai TF. October 1: $5,000 November 1: $5,000 December 1: $15,000 January 1: $20,000 February 1: $20,000 March 1: $15,000 April 1: $10,000 May 1: $6,000 June 1: $6,000 July l: $6,000 August 1: $6,000 September 1: $6,000 If the golf course is closed for four (4) consecutive weeks during any calendar month, the monthly rent payment for that month as stated above shall be reduced by TWO THOUSAND DOLLARS 02,000). LESSEE shall remit any taxes and charges payable with respect to the rental of real property and tangible personal property to VILLAGE on a monthly basis as stated herein and in accordance with the applicable Florida Department of Revenue rules and in compliance with any applicable 13 Florida Statutes. Each monthly payment shall be due and payable to the VILLAGE at the beginning of each month and shall be past due creating a violation of this Lease Agreement if paid after the third (3`a) day of each calendar month. LESSEE shall provide the VILLAGE with copies of Florida State Sales Tax reports and plus all other copies of sales, use and other taxes and charges, if any, necessary for VILLAGE's determination of the amount of gross sales or as otherwise needed by the VILLAGE. 18. DEPOSIT. The LESSEE shall, upon the signing of this Lease Agreement, pay the sum of THIRTEEN THOUSAND DOLLARS 013,000) to the VILLAGE as non-interest earning security for the LESSEE's faithful performance of each and every of LESSEE'S obligations in this Lease Agreement, including, but not limited to the timely payment of monies. Upon termination or expiration of the Lease Agreement and upon LESSEE'S faithful performance of each and every of its obligations in this Lease Agreement, the security deposit shall be returned to the LESSEE less any deductions itemized in writing by the VILLAGE within thirty (30) days after the termination of this Lease Agreement. Damages to the demised premises, with the exception of normal wear and tear and depreciation, shall be deducted from the deposit and/or such other amount necessary to cure any default by the LESSEE, or to compensate the VILLAGE for any damage or loss suffered by the VILLAGE by reason of LESSEE's default shall be deducted from the deposit. 19. RENEWAL OR EXTENSION Provided LESSEE has fully performed all terms and conditions of this Lease Agreement during the Initial Term including, but not limited to, payment of all sums due, and its provision of food and beverage services at the demised premises was satisfactory to the VILLAGE in its sole discretion, the parties may negotiate a renewal or extension of this Lease Agreement. The LESSEE shall provide the VILLAGE with written notice of its desire to renew or extend this Lease Agreement on or before Mav 1, 2008. Upon receipt of such notice, the VILLAGE will notify LESSEE within thirty (30) days as to whether it also desires to renew or extend this Lease Agreement. If both parties agree to negotiate a renewal or extension of this Lease Agreement all terms and conditions of this Lease Agreement shall be reviewed and considered in such negotiations. 20. LIENS ON LESSEE'S PROPERTY. LESSEE shall pay all debts and obligations in the conduct of business on the demised premises and LESSEE shall not incur any indebtedness or Lien which would impair LESSEE'S ability to fully perform the terms and provisions of this Lease Agreement. The LESSEE shall permit no improvements to the demised premises or other property of VILLAGE to be made which might result in a mechanic's lien against said demised premises or other property without first providing a performance and payment bond to pay for said improvements. LESSEE shall not advertise or in any way inform the public or suppliers that the demised premises are operated by the VILLAGE or the North Palm Beach Country Club, and shall inform all third parties that 14 LF,SSEE operates the demised premises. 2 L RIGHTS OF VILLAGE NOT WAIVED. The failure of the VILLAGE to exercise any right hereunder, including any rights to terminate, shall not be waived as to any subsequently arising right to act hereunder or as to any default to the LESSEE thereafter occurring; and, a failure to act by the VILLAGE shall not constitute a waiver as to any subsequent arising right to act on default. 22. DEFAULT. A. The occurrence of any one or more of the following events shall constitute a material default and breach of this Lease Agreement by LESEE: The vacating or abandonment of the demised premises by LESSEE. 2. The failure by LESEE 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 three (3) days after written notice thereof from the VILLAGE to LESSEE. 3. The failure by LESSEE to observe or perform any of the covenants, conditions or provisions to be observed or performed by LESSEE, where such failure shall continue for a period of ten (10) days after written notice thereof from the VILLAGE to LESSEE; provided, however, that if the nature of LESSEE's default is such that more than ten (10) days are reasonably required for its cure, LESSEE shall not be deemed to be in default if LESSEE commences such cure within said ten-day (10) period and thereafter diligently pursues such cure to completion. 4. If LESSEE or any guarantor should commence, in any court pursuant to any statute either of the United States or of any State, an insolvency or bankruptcy proceeding (including without limitation a proceeding for liquidation, reorganization or for adjustment of debts of an individual with regular income), or if such a proceeding is commenced against LESSEE or any said guarantor and either an order for relief is entered against such party or such party fails to secure a discharge of the proceeding within thirty (30) days of the filing thereof, or if LESSEE or any said guarantor becomes insolvent or is unable or admits in writing his or her inability to pay his or her debts as they become due, or makes an assignment for the benefit or creditors or petitions for or enters into an agreement within his or her creditors or a custodian is appointed or takes possession of LESSEE'S or any said guarantor's property, whether or not a judicial proceeding is instituted in connection with such arrangements or in connection with the appointment of such custodian. 5. The discovery by the VILLAGE that any financial statement given to the VILLAGE by LESSEE, any assignee or LESSEE, any subtenant of LESSEE, any successor in interest of LESSEE or any guarantor of LESSEE'S obligations, and any of them is materially false. B. In the event of any default or breach by LESSEE, the VILLAGE may at any time thereafter, without notice or demand and without limiting the VILLAGE in the exercise of 15 any right or remedy which the VILLAGE may have any reason of such default or breach, do the following: 1. Declare the entire rent for the balance of the Initial Term, or any portion thereof, due and payable forthwith, and bring an action for the recovery thereof. 2. Terminate LESSEE's right to possession of the demised premises by any lawful means and retake possession thereof for the account of the VILLAGE, in which event LESSEE shall immediately surrender possession of the demised premises to the VILLAGE and all further liability under this Lease Agreement on the part of LESSEE and the VILLAGE shall terminate. 3. Maintain LESSEE's right to possession, in which event this Lease Agreement shall continue in effect whether or not Lessee shall have abandoned the demised premises. In such event, the VILLAGE shall be entitled to relet the demised premises and to enforce all of the VILLAGE's rights and remedies under this Lease Agreement, including the right to recover the rent and other sums due as they become due. 4. Pursue any other remedy now or hereafter involving LESSEE under the Bankruptcy Code, 11 U.S.C. Section 101 et seq., if this Lease Agreement is assumed by LESSEE's trustee in bankruptcy (after he or she has cured all existing defaults, compensated the VILLAGE for any loss resulting therefrom and provided adequate assurance of future performance), then this Lease Agreement may not be assigned by the trustee to a third party, unless such party (a) executes and delivers to the VILLAGE an agreement in recordable form whereby such party assumes and agrees with the VILLAGE to discharge all obligations of LESSEE under this Lease Agreement; (b) has a net worth and operating experience at least comparable to that possessed by LESSEE and any guarantor hereof as of the time of execution of this Lease Agreement; and, (c) grants to the VILLAGE, to secure the performance of such party's obligations under this Lease Agreement, a security interest in such party's merchandise, inventory, personal property, fixtures, furnishings and accounts receivable (and in the proceeds of all of the foregoing) with respect to his or her operations at and in the demised premises, and in connection therewith, such party shall execute such security agreements, financing statements and other documents (the forms of which are to be prepared by the VILLAGE) as are necessary to perfect such lien. C. If the VILLAGE should exercise any of its remedies hereunder, LESSEE shall be liable for and shall pay to the VILLAGE the costs of removing and storing LESSEE'S or other occupant's property; the costs of repairing, altering, remodeling or otherwise putting the demised premises into condition 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 this Lease Agreement, if applicable; and, all reasonable expenses incurred by the VILLAGE, including attorney's fees. D. If this Lease Agreement should be terminated, or the Lease should expire, the VILLAGE shall have the immediate right thereafter to reenter the demised premises and to remove all persons and LESSEE's property therefrom. Such property may be stored in a public warehouse or elsewhere at, the cost of, and for the account of LESSEE, all without service of notice or resort to legal process (all of which LESSEE expressly waives). In such event, the VILLAGE 16 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 his or her covenants or conditions hereunder, an acceptance by the VILLAGE of rent during the continuance of such default or the failure on the part of the VILLAGE promptly to avail itself of such other rights or remedies as the VILLAGE may have shall not be construed as a waiver of such default, but the VILLAGE may at any time thereafter, if such default continues, terminate this Lease Agreement on account of such default. G. LESSEE waives all claims for damages by reason of the VILLAGE'S exercising its right to re-enter the demised premises and take possession of the property located therein, or damages by reason of any distress warrant, forcible detainer proceedings, sequestration proceedings or other legal process. H. The VILLAGE shall not be in default unless the VILLAGE fails to perform its obligations required of the VILLAGE within a reasonable time, but in no event later than ten (10) days after written notice by LESSEE to the VILLAGE and to the holder of any first mortgage or loan covering the Demised Premises whose name and address shall have theretofore been furnished to LESSEE in writing, specifying wherein the VILLAGE has failed to perform such obligations; provided, however, that if the nature of the VILLAGE'S obligations is such that more than ten (10) days are required for performance, the VILLAGE shall not be in default if the VILLAGE commenced performance within such ten (10) day period and thereafter diligently prosecutes the same to completion. I. LESSEE hereby acknowledges that late payment by LESSEE to the VILLAGE of rent and other sums due hereunder will cause the VILLAGE to incur costs not contemplated by this Lease Agreement, the exact amount of which will be extremely difficult to ascertain. Such costs ineiude, 'rout are not Iiniited to, pYOCCSSing and accounting charges, and late charges which may be imposed on the VILLAGE by the terms of any mortgage or loan covering the demised premises. Accordingly, if any installment of rent or any other sum due from LESSEE shall not be received by the VILLAGE or the VILLAGE'S designee within ten (10) days after such amount shall be due, LESSEE shall pay to the VILLAGE a late charge equal to ten percent (10%) per annum of such overdue amount. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs the VILLAGE will incur by reason of late payment by 17 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. 23. 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 address specified below. Notwithstanding the foregoing, the VILLAGE may give notice to LESSEE by personal delivery to the demised premises. TO LESSEE: PEAS & CARROTS CONCESSIONS, INC. ATTN: Randy Epstein 4521 PGA Blvd., Suite #348 Palm Beach Gardens, FL 33418 With a copy to: Craig I. Kelley, Esquire Kelley & Fulton, P.A 1665 Palm Beach Lakes Blvd. The Forum -Suite 1000 West Palm Beach, FL 33401 TO VILLAGE: VILLAGE OF NORTH PALM BEACH ATTN: Village Manager 501 U.S. Highway 1 North Palm Beach, FL 33408 Notice shall be deemed given when hand delivered or not later than three (3) days after same shall have been deposited in an official United States Post Office, postage prepaid. 24. SURRENDER. Upon the expiration or termination of this Lease Agreement, LESSEE shall deliver and surrender to the VILLAGE the demised premises in good repair and condition with ordinary wear and tear excepted, and sl-iall deliver all keys and combinations to locks, safes and vaults to the VILLAGE. Before surrendering the demised premises, LESSEE shall remove all of its personal property, equipment, tools of trade, and/or furnishings provided by the LESSEE, which were approved by the VILLAGE Manager and/or the VILLAGE Council (as stated herein) and which were listed on Exhibit "A" attached to this Lease Agreement as amended from time to time by the parties in writing, and shall repair any damage caused thereby. Floor coverings. window. wall and ceiling treatments shall not be removed from the demised premises and shall be the property of the 18 VILLAGE. If LESSEE should fail to restore the demised premises as aforesaid or if LESSEE should fail to repair any damage caused by the removal of LESSEE'S property from the demised premises, the VILLAGE may restore the demised premises, and all such costs incurred thereby shall be an expense of LESSEE. VILLAGE shall have the right to defray such costs by deducting same from LESSEE's security deposit. LESSEE'S obligation to perform this provision shall survive the termination or expiration of this Lease Agreement. If LESSEE should fail to remove its property upon the termination or expiration of this Lease Agreement, said property shall be deemed abandoned and shall become the property of the VILLAGE. 25. HOLDING OVER. If LESSEE should remain in possession of all or any part of the demised premises after the termination or expiration of this Lease Agreement, with the consent of the VILLAGE, which the VILLAGE shall have the unconditional discretion to grant or deny, then LESSEE shall be deemed to hold the demised premises from month to month subject to all of the terms and provisions thereof, except only as to the term of this Lease Agreement; provided, however, if LESSEE holds over without the consent of the VILLAGE, then the rent payable during such period as LESSEE shall continue to hold the demised premises or any part thereof shall be one hundred twenty five percent (125%) of the highest monthly payment of rent and additional charges theretofore paid during the terns of the Lease Agreement. 26. TAXES. A. The LESSEE shall pay all taxes and assessments of every kind levied or assessed on, against and in connection with the demised premises. The LESSEE shall also pay all public charges, assessments and City, County, State and Federal taxes levied upon the operation of every business enterprise of the LESSEE operated upon the demised premises. Annual property taxes for the demised premises of the LESSEE shall be estimated based on the most recent County tax billing to the VILLAGE, pro-rated to a monthly amount ,and included in the monthly billings by VILLAGE to LESSEE for miscellaneous utility charges, customer charges and collections B. The LESSEE shall pay all license charges incident to the operation of every business enterprise operated by it upon the demised premises. C. Notwithstanding other provisions of this paragraph, all license fees for licenses transferred from the VILLAGE to the LESSEE at the commencement of this Lease Agreement and from the LESSEE to the VILLAGE. at the end of this Lease Agreement, such as alcoholic beverage licenses shall be prorated. Any non-transferable licenses shall be the obligation of the party in whose name the license was issued. Municipal and County occupational licenses, if any, shall be paid by the LESSEE without proration. 27. MISCELLANEOUS. A. The parties hereto specifically intend that LESSEE's operation and conduct of business upon and in 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 19 contained herein, nor any acts of the parties hereto, shall be deemed to create any relationship between the parties hereto other than the relationship of Lessor and Lessee. B. The invalidity of any provision of this Lease Agreement 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 in every particular, especially where the obligation is to pay monies. D. In the event any payments are not made as and when due in accordance with the terms and conditions of this Lease, or should it become necessary for the VILLAGE to make any payments otherwise required to be made by the LESSEE under this Agreement, then all such payments shall bear interest form the date due at the highest lawful rate of interest. E. The captions used herein are for convenience only and do not limit or Amplify the provisions hereof. F. Each provision performable by LESSEE shall be deemed both a covenant and a condition. 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. G. 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. H. LESSEE, in conjunction with the VILLAGE, shall establish and enforce a dress policy. L This Lease Agreement shall not be construed more strongly against either party regardless of who was more responsible for its preparation. 28. SUBORDINATION. The rights of the LESSEE under this Lease Agreement shall be subject and subordinate to the lien of any bona fide encumbrance or other like instrument whereby the VILLAGE may place the demised premises or this Lease Agreement as security for the payment of money or other obligation. 29. DEFII~'ITIOltiT. The term VILLAGE as used herein shall included authorized designees of the Village Council. fTHE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANKI 20 IN WITNESS WHEREOF, the parties have executed this Lease Agreement as of the date first abcve written. Witnesses: - a ~ ,~~ i Paint Name: ~,¢~/,~tj ~ f'~_ ~,¢.l~ VILLAGE OF NORTH P By: ayor BEACH -~ ~ ._ '`~< j Print Name: ~J/j,~~ ,~~5 Witnesses: Print Name: Print Name: State of Florida County of Palm Beach (VILLAGE SEAL) ATTEST: By: VILL GE CLERK 9 /~ pd $1 PEAS AND CARROTS CATERING, INC. d/b/a THE CONTINENTAL CATERING F~ 1 RANDY` EI~STEIN, President The foregoing instrument was acknowledged before me this l,~j day of September, 2006, by ~anc~~ ~b~'e+1~ P ~ or who presented the following identif do 1=L ~R1V L1G ,,,.gay P ., CHRISTINE A. WILCOTT i"~, ;~~, Notary Public -State of Florida ' ;MyCommission ExpFes Mar 4, 2008 '~;, PaP~ Commission # DD296732 Bonded By National Notary Assn. ~~.~~~ ~r ~~ Notary Public, State of Flor~da Printed Name: ~ ri ~. ~~ ~te~' My Commission Expires: 12 2oc8~ ~, 2I EXHIBIT "A" TO LEASE AGREEMENT TO CONDUCT FOOD AND BEVERAGE OPERATIONS AT THE NORTH PALM BEACH COUNTRY CLUB LIST OF PERSONAL PROPERTY, EQUIPMENT, TOOLS OF TRADE AND/OR FURNISHINGS OF LESSEE 22 EXHIBIT "B" TO LEASE AGREEMENT TO CONDUCT FOOD AND BEVERAGE OPERATIONS AT THE NORTH PALM BEACH COUNTRY CLUB LIST OF PRE-BOOKED EVENTS AND TERMS 3/28/07 Jupiter River Park $100 deposit paid 6/23/07 Cohen/Britton Wedding $250 deposit paid 23 EXHIBIT "C" TO LEASE AGREEMENT TO CONDUCT FOOD AND BEVERAGE OPERATIONS AT THE NORTH PALM BEACH COUNTRY CLUB EQUIPMENT AND PROPERTY LIST Snack Bar 1 Pizza Oven 1 Char Grill 1 Flat Top Grill 1 Fryolators 1 Baymarie Cooler 1 Pizza Cooler 1 Hood System 1 Chopping Block 1 Stand Up Reach-In Cooler 3 Comp Sink 1 Pot Sink K itrhPn Double Stack Convection Oven Fryolators Flat Top 4 Burner Stove w/Oven 2 Door Freezer 1 Walk Inn Cooler 1 S.S. Table 1 Dish Machine 1 Ice Machine at side 1 Steam table Bar 1 4 Bay Sink 2 Ice Bins 2 Door Cooler Low Boy 1 2 Door Beer Keg Cooler 1 2 Door Cooler 8 4 Top Table 1 6 Top Table 2 High Top Table 36 Chairs Front Lobbv 4 Wicker Chairs 1 Couch Table Dinning Room 140 Stackable Chairs 17 Assorted Banquet Tables 36 Bar Stools 24