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R2024-69 Country Club Restaurant Operator AgreementRESOLUTION 2024-69 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA APPROVING A RESTAURANT OPERATOR AGREEMENT TO CONDUCT FOOD AND BEVERAGE OPERATIONS AT THE NORTH PALM BEACH COUNTRY CLUB WITH LESSING'S FLORIDA VENTURES, LLC AND AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE THE AGREEMENT; PROVIDING FOR CONFLICTS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Village issued a Request for Proposals for the exclusive operation of Restaurant and Catering Services at the North Palm Beach Country Club; and WHEREAS, after review of the Proposals, the Selection Committee ranked the Proposal submitted by Lessing's Florida Ventures, LLC (Lessing's Hospitality Group) ("Lessing") as the top-ranked Proposal, and the Village Council subsequently ratified this selection and authorized Village Staff to commence contfat;t negotiations; and WHEREAS, the Village has negotiated a Restaurant Operator Agreement with Lessing to Conduct Food and Beverage Operations at the North Palm Beach Country Club in accordance with the terms of the Proposal; and WHEREAS, the Village Council determines that the adoption of this Resolution is in the best interests of the Village and its residents. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA as follows: Section 1. The foregoing recitals are ratified as true and incorporated herein. Section 2. The Village Council of the Village of North Palm Beach, Florida, hereby approves a Restaurant Operator Agreement to Conduct Food and Beverage Operations at the North Palm Beach Country Club with Lessing's Florida Ventures, LLC, a copy of is attached hereto and incorporated herein, and authorizes the Mayor and Village Clerk to execute the Agreement on behalf of the Village. Section 3. All resolutions or parts of resolutions in conflict with this Resolution are hereby repealed to the extent of such conflict. Section 4. This Resolution shall take effect immediately upon adoption. PAS PTED THIS 22ND DAY OF AUGUST, 2024. MAYOR Page 1 of 21 RESTAURANT OPERATOR AGREEMENT TO CONDUCT FOOD AND BEVERAGE OPERATIONS AT THE NORTH PALM BEACH COUNTRY CLUB THIS RESTAURANT OPERATOR AGREEMENT ( “LEASE” or “LEASE AGREEMENT”) is made and entered into as of this 22nd day of August, 2024 by and between the VILLAGE OF NORTH PALM BEACH, a Florida municipal corporation, having its principal place of business at 501 U.S. Highway One, North Palm Beach, Florida 33408 (hereinafter referred to as the VILLAGE”) and LESSING’S FLORIDA VENTURES, LLC, a Florida limited liability company, having its principal place of business at 3500 Sunrise Highway, Building 100, Suite 100, Great River, New York 11739 (hereinafter referred to as the “LESSEE”). WITNESSETH: WHEREAS, the VILLAGE is the owner and operator of the North Palm Beach Country Club, located at 951 U.S. Highway One, North Palm Beach, Florida (“Country Club”); and WHEREAS, LESSEE desires to lease from the VILLAGE certain facilities within the Country Club Clubhouse (“Clubhouse”) to supply, on an exclusive basis, all food, beverage, and general dining and catering services (collectively “Restaurant and Catering Services”) to the Country Club in accordance with the terms and conditions set forth herein. NOW THEREFORE, in consideration of the mutual benefits and promises set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. PREMISES AND ACCEPTANCE BY LESSEE A. Upon the terms and conditions hereinafter contained, and in consideration for the payment of rent hereinafter provided, and for and in consideration of the performance by LESSEE of its other obligations hereinafter contained, the VILLAGE does hereby lease, let and demise unto LESSEE, and LESSEE hereby leases from the VILLAGE, the following facilities within the Country Club: The Restaurant (air-conditioned area with Nano doors and covered outdoor dining terrace), the Grill Room (air-conditioned area, covered outdoor dining terrace, and pass-through bar seating), the Banquet Room, the Snack Shack, and designated storage areas within the Clubhouse (“Exclusive Use Premises”), together with non-exclusive right to the use of the South Patio, the Garden Patio and Putting Green Patio, the covered front entry, the pool deck, the event lawn, restrooms, and other public areas in and around the Clubhouse, as well as the Pavilion Structure Area (to be constructed by LESSEE), Golf Course, Driving Range, and Tennis Center for food and beverage sales, including alcoholic beverages Docusign Envelope ID: 67F1F174-5CB3-449D-A283-712446F01414 Page 2 of 21 Non-Exclusive Use Premises” and together with the Exclusive Use Premises, the Premises”). B. The Premises shall be delivered to LESSEE fully furnished, with all kitchen equipment in good working order. All such equipment and furnishings shall be provided by the VILLAGE at its sole cost and expense. 2. TERM A. The initial term of this LEASE is five (5) year s (“Initial Term”). Provided LESSEE is not in material default hereunder, the LEASE shall automatically renew for additional five (5) year terms (each a “Renewal Term”) unless either party gives the other party written notice of its intent not to renew at least one hundred and eighty (180) days prior to the end of the Initial Term or any Renewal Term (the Initial Term, together with each applicable Renewal Term, is referred to herein as the “Term”). The Initial Term of this Lease shall commence on October 1, 2024 (“Lease Commencement Date”). The VILLAGE shall provide LESSEE with access to the Premises during the month of September immediately preceding the Lease Commencement Date, under terms and conditions to be agreed upon between the VILLAGE and LESSEE by separate agreement. B. During the Term, LESSEE shall be the exclusive provider of Restaurant and Catering Services to the Country Club. C. It is understood and agreed that any and all improvements and/or refurbishments erected in or placed upon the Premises shall, to the extent the same constitute fixtures, remain thereon, and shall not be removed therefrom, and on the expiration of this LEASE AGREEMENT, any and all such improvements constituting fixtures shall be and become the property of the VILLAGE. Notwithstanding the foregoing, personal property of any kind or nature, including, without limitation, equipment, tools of trade and furnishings provided by LESSEE that can be removed without any damage to the Premises, shall not be construed as improvements constituting fixtures under this LEASE AGREEMENT and shall be removed by LESSEE at the termination of or expiration of this LEASE AGREEMENT. Floor coverings, window, wall and ceiling treatments, furniture, televisions, and one food and beverage cart provided by the VILLAGE shall not be removed from the Premises and shall remain the property of the VILLAGE. D. All parties, banquets, receptions, dinners and/or special events at the Country Club shall be booked by LESSEE; provided, however, that LESSEE shall not book any parties, banquets, receptions, dinners or special events beyond the Term of this LEASE without the consent of the VILLAGE Manager. Any deposits collected for such events beyond the Term of this LEASE that are approved by the VILLAGE Manager shall be held in escrow by the VILLAGE Attorney. LESSEE shall honor all private event and catering contracts executed by the prior operator, with pricing transferred from the prior vendor. Docusign Envelope ID: 67F1F174-5CB3-449D-A283-712446F01414 Page 3 of 21 3. LESSEE OBLIGATIONS A. LESSEE shall aggressively market and advertise its commencement of Restaurant and Catering Services and shall continue such marketing efforts throughout the Term of this LEASE. LESSEE agrees to obtain approval from the VILLAGE Manager prior to issuing any press release pertaining to the transition of Restaurant and Catering Services to LESSEE prior to the Lease Commencement Date. LESSEE agrees to provide a project manager to coordinate and expedite all move-in and general start-up activities with the VILLAGE to facilitate a smooth transition of the Restaurant and Catering Services from the prior vendor to LESSEE. B. LESSEE shall staff and operate the Restaurant, Grill Room, Snack Shack, Banquet Room, the food and beverage cart, and all other areas serving food and beverages within the Country Club as a clean and friendly operation. LESSEE shall use commercially reasonable efforts to staff the Premises with customer service-oriented people who are professional, friendly, and courteous to all golfers, families, and members of the public. Staff must maintain a neat appearance and be appropriately dressed in uniforms and work shoes. In addition, staff shall wear name tags identifying both LESSEE and the employee while engaged in food and beverage services, and all employees shall conduct themselves in a professional manner reasonably acceptable to the VILLAGE. All food and beverage staff shall be required to park in the Country Club employee parking lot, located in the lighted lot north of the Tennis Center. C. LESSEE shall provide Restaurant services from 6:30 a.m. until 9:00 p.m. daily, with additional hours at the option of LESSEE. Early morning service for golf patrons may be a limited menu depending on volume. LESSEE shall operate the Snack Shack to service golf and pool patrons, with the hours determined by the Country Club General Manager based on demand generally open daily from the first tee time of 7:30 a.m. until 5:00 p.m.). LESSEE shall provide delivery of food and beverages to tennis facility patrons during season play in the form of beverage cart service, with hours to be coordinated with the Tennis Center Manager. LESSEE, at its option, may close food and beverage operations after 5:00 p.m. on Christmas Eve and all day on Christmas day. Additionally, all Restaurant and Catering Services may be suspended by LESSEE when there is a declaration of a state of emergency, a hurricane or tropical storm warning has been issued, and/or when any event of force majeure has occurred and is continuing. LESSEE agrees to permit the VILLAGE to occupy the Exclusive Use Premises when services are suspended for a stated emergency, including hurricane warnings, to temporarily house first responders and municipal staff. D. LESSEE shall operate a food and beverage cart on days the golf course is open for play. Depending on the season, food and beverage cart service shall generally be available between the hours of 10:00 a.m. and 5:00 p.m., extended to 7:00 p.m. in the summer. LESSEE shall be responsible for all fuel, repairs, and maintenance necessary to operate the food and beverage cart. Docusign Envelope ID: 67F1F174-5CB3-449D-A283-712446F01414 Page 4 of 21 E. LESSEE shall staff and operate or subcontract valet parking services and shall offer such services on a daily basis, with an emphasis on peak times. LESSEE shall coordinate the schedule with the Country Club General Manager. F. LESSEE shall coordinate, schedule, and negotiate all contracts with groups desiring use of the Banquet Room or other public areas of the Country Club for the purpose of holding an event. Other than scheduling events for the Banquet Room, the use of other public areas for private events must be coordinated with and approved by Country Club General Manager. The Village’s intent is to facilitate the use of other public areas and will not unreasonably withhold approval unless such use would negatively impact the VILLAGE’s operations. The VILLAGE Manager may deny any group or event that advocates unconstitutional or illegal acts or that the VILLAGE Manager determines is contrary to the best interests of the VILLAGE. G. LESSEE agrees to attend a meeting at least once per month during the Term of this LEASE AGREEMENT with the Country Club General Manager and such other individuals as requested by the General Manager. The purpose of such meeting is to discuss the 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 General Manager. H. LESSEE agrees to schedule and pay for all required third-party inspections relating to Restaurant and Catering Services, including the fire/safety inspection and inspection of the ANSUL Fire Suppression System. I. LESSEE shall, at its sole cost and expense, provide an alcoholic beverage license for the Country Club for the sale and service of alcoholic beverages on the Premises and shall maintain all other necessary licenses and permits to provide Restaurant and Catering Services. J. LESSEE shall provide the Restaurant and Catering Services in accordance with all applicable federal, State of Florida, and local laws, codes, ordinances, rules, and regulations. K. LESSEE agrees to pay for all federal, State of Florida, and local taxes chargeable to the Restaurant and Catering Services. LESSEE shall also be responsible for paying the ad valorem property taxes assessed by the Palm Beach County Property Appraiser and Tax Collector as a result of its operations. LESSEE shall make such payment to the VILLAGE prior to November 30th of every year for which ad valorem property taxes are due and owing. The payment for tax year 2024 shall be prorated. L. As required by Florida law, LESSEE and all of its employees shall have current food handler’s permits. LESSEE shall keep the Exclusive Use Premises (and, when used by LESSEE, the Non-Exclusive Use Premises) clean, satisfactory, and in sanitary condition according to conditions approved by the VILLAGE and as regulated by federal, State of Florida, and local regulations and agencies. All refuse and waste materials created in the provision of the Restaurant and Catering Services shall be removed by LESSEE to nearby designated collection points for Docusign Envelope ID: 67F1F174-5CB3-449D-A283-712446F01414 Page 5 of 21 further removal by the VILLAGE. All cardboard boxes shall be broken down. LESSEE shall provide and pay the annual assessment from Solid Waste Authority of Palm Beach County, Florida for dumpsters used by LESSEE for temporary storage of refuse and waste. LESSEE shall not use the “dumpster” or similar receptacle designated for VILLAGE operations at the Country Club. M. All State of Florida, County of Palm Beach and local fire, health and safety regulations pertaining to the Restaurant and Catering Services shall be strictly complied with and at the sole cost of LESSEE. N. LESSEE agrees to permit the appropriate officials onto and in the Exclusive Use Premises for the purpose of conducting an inspection to ensure the building’s and Exclusive Use Premises’ compliance with all codes, ordinances, regulations, statutes or other laws. LESSEE shall provide the Country Club General Manager with a copy of all Health Inspection reports that are issued in respect of LESSEE’s business at the Country Club. O. LESSEE shall offer a variety of food options in accordance with the terms of its Proposal submitted in response to the VILLAGE’s Request for Proposals. P. LESSEE shall have the sole responsibility for the repair, maintenance, replacement, of all kitchen, dining and other equipment and inventory owned by the VILLAGE and used by LESSEE in the storage and preparation of food and beverages. LESSEE is further responsible for the repair, maintenance and operation of LESSEE’s own equipment and personal property. LESSEE shall use and operate said equipment in accordance with its intended use. 1. Except for the equipment and personal property that qualifies as LESSEE’s equipment and personal property under this LEASE AGREEMENT, all equipment and personal property shall be delivered to the VILLAGE by LESSEE upon termination or expiration of this LEASE AGREEMENT without demand by VILLAGE in good repair and condition, less reasonable wear and tear. 2. LESSEE shall be responsible for repair and maintenance of all glass windows, bulbs, light fixtures, vents, floors, doors, and walls in the Exclusive Use Premises. 3. If LESSEE fails to properly maintain or make needed repairs as set forth herein, VILLAGE shall give ten (10) days written notice to LESSEE to make the specified repairs or maintenance. If LESSEE disagrees that the repairs or maintenance needs to be made, LESSEE shall give written notice thereof and deliver same to the VILLAGE Manager at VILLAGE Hall within the said ten (10) day notice. Upon the VILLAGE Manager receiving written notice by LESSEE objecting to the repairs or maintenance, the VILLAGE Manager shall review the matter. If upon reviewing the matter, the VILLAGE Manager makes the reasonable determination that the repairs or maintenance should be made, then the VILLAGE Manager shall notify LESSEE, who must make the repairs or maintenance within twenty (20) days from such notice from the VILLAGE Manager (subject to the availability of parts and/or labor to effect such maintenance or Docusign Envelope ID: 67F1F174-5CB3-449D-A283-712446F01414 Page 6 of 21 repair). If LESSEE fails to make the stated repairs or maintenance within the time frame specified herein, then the VILLAGE shall have the right to make the repairs or maintenance and charge LESSEE the reasonable costs thereof. Q. LESSEE shall ensure that paint, decorations, furniture, and general operating areas within the Exclusive Premises are updated regularly, but no less than once every three (3) years. Such update shall include, but not be limited to, cleaning, repairing, and painting all walls, doors, and baseboards. R. LESSEE shall secure annual preventative maintenance service contracts for the coolers, freezers, ice machine, dishwashing machines, hoods, grease traps, and ANSUL systems. S. LESSEE shall contract with a daily cleaning service to clean all restaurant and banquet spaces, including the kitchen, the Restaurant, the Grill Room, the Banquet Room an all restrooms used in connection with the Restaurant and Catering Services, including the employee restrooms, on a daily or more frequent basis as necessary to ensure that the facilities are guest and member ready. LESSEE shall clean all coolers, freezers, the chef’s office, the food and beverage cart, and all other areas within the Clubhouse where LESSEE provides Restaurant and Catering Services. T. LESSEE agrees to maintain books of accounts, reports and records customarily used in this type of operation and to provide the VILLAGE, by the tenth (10th) day of each month, with a statement of gross sales from the Restaurant and Catering Services, along with the most recent copies of the filings for sales tax made by LESSEE with the Florida Department of Revenue for sales from the Restaurant and Catering Services during the previous month. In addition to the foregoing, the VILLAGE may, upon fifteen (15) days prior written notice, request LESSEE to provide it with supplemental financial information (limited to such information required to determine LESSEE’s gross sales, for the purposes of determining the percentage rent due the VILLAGE pursuant to Sections 6(B) and 6(C) of this LEASE). All such records shall be made accessible for purposes of investigation or audit and shall be maintained for three (3) years after the termination of this LEASE AGREEMENT. Records exempted from disclosure by Florida Statutes shall remain confidential. U. LESSEE agrees to allow the VILLAGE to use the Banquet Room for public voting purposes, golf events, community events, training, and other scheduled purposes without charge when no food or beverages are requested. For these scheduled events, VILLAGE shall set up and take down all equipment and clean the area. Other scheduled events which include food and beverage service will be paid for by either the VILLAGE or attendees of the event and will be handled as any other event, with set up and cleaning services included in the fees charged. LESSEE shall provide the VILLAGE with priority for scheduling VILLAGE events necessitating Restaurant and Catering Services, including, but not limited to, the Fourth of July, the Holiday Boat Parade, the Employee Holiday Dinner, and the Advisory Board Dinner. Monthly Environmental Committee meetings shall be held in the Grill Room on agreed upon Saturday Docusign Envelope ID: 67F1F174-5CB3-449D-A283-712446F01414 Page 7 of 21 mornings, and the NPB Youth Symphony shall utilize the Banquet Facility on agreed upon Monday evenings. V. In addition to the required food and beverage inventory, LESSEE shall provide any additional equipment required to provide the Restaurant and Catering Services, including, but not limited to, flatware, glassware, and smallware. LESSEE shall also contract with a linen service to provide all necessary linens, mats, decorations, and other equipment required for Restaurant and Catering Services. W. LESSEE agrees to pay for the cost of electric, water/sewer, alarm monitoring, and natural gas services equal to fifty percent (50%) of the monthly bills for the Premises. LESSEE shall also be responsible for the music system (including all music licensing fees), television service including sports and entertainment packages), the camera system, and internet services. LESSEE shall provide, at its sole cost and expense, credit card processing and a Point-of-Sale System. X. LESSEE agrees to operate the Restaurant and Catering Services as a drug free workplace. Y. LESSEE shall report to the Village Manager or his/her designee, the Country Club General Manager. Z. LESSEE may use subcontractors to provide or assist in the provision of the Restaurant and Catering Services if all such activities are coordinated and managed by LESSEE. 4. PERMITTED USE A. LESSEE shall use the Premises to provide food and beverage sales and service, including alcoholic beverages sales and service, and catering sales and services and to supply food, beverage and general dining and eating services to members of the Country Club, Village residents, and members of the general public. B. LESSEE shall have the right to operate vending machines on the Premises at locations agreed to between the parties. C. LESSEE shall not without the prior written approval of the VILLAGE Manager: (1) make any material alterations to or paint the Premises; or (2) install or remove any exterior lighting, decorations, or paintings. The Village Manager or his/her designee must give approval for the erection, installation and utilization of any signs or decorations at the Country Club, which approval shall not be unreasonably withheld. The VILLAGE shall provide room on the monument sign on U.S. Highway One for LESSEE in the space occupied by the former vendor, with conceptual approval of the design from the VILLAGE’s Planning, Zoning and Appeals Board. Installation of the sign shall be at LESSEE’s sole cost and expense. LESSEE may, without the prior written approval of the VILLAGE, utilize any advertising media to promote the Restaurant and Catering Services, provided that the advertisements are not objected to in writing by the VILLAGE Manager. If the VILLAGE Manager objects to such advertisement, then LESSEE shall Docusign Envelope ID: 67F1F174-5CB3-449D-A283-712446F01414 Page 8 of 21 cease use of such advertisement, and if the VILLAGE Manager objects on more than three (3) occasions during the Term, then any subsequent advertisements (following the third objection) shall first require the prior written approval of the VILLAGE Manager, which shall not be unreasonably withheld. D. LESSEE shall not, without prior written approval from the VILLAGE, sub-let or sub-lease the Premises. E. So long as LESSEE is not in default, LESSEE shall quietly enjoy undisturbed possession of the Premises. F. It is specifically understood and agreed that the VILLAGE has no obligation or duty to inspect the Exclusive Use Premises; however, the VILLAGE and each of its authorized agents and employees, shall have the right to enter the Exclusive Use Premises during all reasonable hours and upon reasonable prior notice to examine the same. However, LESSEE is under a continuing obligation to immediately notify the VILLAGE in writing of any condition existing within the Exclusive Use Premises that may be considered dangerous or hazardous, even if such condition is open and obvious. G. LESSEE acknowledges that the Premises include a covered area on the VILLAGE’s Pool patio and that the VILLAGE maintains scheduled pool operating hours. At all times that the VILLAGE pool is closed or is without the supervision of a lifeguard, LESSEE shall place such signage and/or barriers as shall be provided by the VILLAGE to LESSEE, in such locations as the VILLAGE shall direct in writing, for the purpose of restricting access from such covered area by LESSEE’s customers, guests and invitees to the adjacent pool deck, pool lounges, pool bathrooms, swimming pool, splash park and diving areas. Failure of LESSEE to utilize such signage or barriers shall constitute a material default of the LEASE by LESSEE. 5. VILLAGE’S OBLIGATIONS A. The VILLAGE shall provide pest control for the Premises. B. The VILLAGE shall provide public Wi-Fi service which can be used by the guests at the Clubhouse. Voice over IP (VOIP) phone service will also be available to LESSEE at no additional charge. C. The VILLAGE shall provide dumpsters and waste collection and disposal service as a condition of this LEASE at the cost of the assessment from Solid Waste as previously indicated. D. The VILLAGE shall be responsible for maintaining the basic infrastructure, which includes the parking lot, exterior landscape, exterior walls, foundation, roof, and all components of the electrical, plumbing, HVAC, water, and sewer systems serving the Premises. The VILLAGE shall be responsible for maintaining the entire Non-Exclusive Use areas of the Premises at its sole expense. Docusign Envelope ID: 67F1F174-5CB3-449D-A283-712446F01414 Page 9 of 21 E. The VILLAGE shall provide a single point of contact for LESSEE to bring forward any questions or concerns regarding the Restaurant and Catering Services. In the absence of an alternate designation, the point of contact shall be the Country Club General Manager. F. The VILLAGE will pay to LESSEE, or will retain from the preceding Lessee, an amount equal to the customer deposits for events scheduled after the termination of the preceding Lessee’s term at the Premises, and shall transfer such amount to LESSEE upon the Lease Commencement Date. 6. RENT A. LESSEE shall pay the VILLAGE lease payments monthly, no later than the fifth (5th) day of each month for that month. During the first year of the Initial Term, the base rent shall be 16,666.67 per month. The rent shall increase by three percent (3%) over the rent payable the prior year commencing October 1, 2025 and continuing on October 1st of each year during the Initial Term and any Renewal Term. B. In addition to the base rent set forth in Section 6.A above, LESSEE shall pay to the VILLAGE an amount equal to five percent (5%) of LESSEE’s annual gross sales (excluding (1) the net amount of any cash or credit refunds upon any sale from the Premises where the merchandise sold, or some part thereof, is returned by the purchaser to LESSEE after the sale (not exceeding in amount the selling price of the item in question); (2) returns to shippers or manufacturers; (3) sales of furniture, fixtures and equipment after substantial use in the conduct of LESSEE’s business in the Premises; (4) the amount of any municipal, county, state or federal sales, use, gross receipts, or excise tax on such sale which is both added to the selling price (or absorbed in the price) and paid to the taxing authorities by LESSEE (but not by any vendor of LESSEE); 5) the amount for any discount on sales to employees, including free employee meals; (6) the redemption of gift certificates (but not the purchase of gift certificates); (7) bad debts and charge- backs, to the extent previously included in Gross Receipts; (8) credit card fees; (9) monies received by employees as tips or gratuities; (10) services that are included in the account of bill to the patron for which the LESSEE makes actual payments to third party vendors without retaining any sums for profit and/or overhead; (11) casualty loss proceeds and monies and credit received by LESSEE in the settlement of claims for loss or damage of LESSEE’s products; (12) gratuities, administrative/service charges, and (13) any food or beverage transferred within any Lessing owned or operated facilities within a fifty (50) mile radius of the Premises (collectively Exclusions”)) on all food and beverage sales (excluding Banquet Operations) over Two Million Dollars ($2,000,000), commencing with the first month that LESSEE’s annual gross sales exceed this amount. C. In addition to the base rent set forth in Section 6.A above, LESSEE shall pay to the VILLAGE, on a monthly basis, an amount equal to five percent (5%) of LESSEE’s annual gross sales (less Exclusions) on all food and beverage sales generated by Banquet Operations on the first Docusign Envelope ID: 67F1F174-5CB3-449D-A283-712446F01414 Page 10 of 21 One Million Dollars ($1,000,000), increasing to ten percent (10%) of all gross sales in excess of One Million Dollars ($1,000,000). D. The VILLAGE is responsible for the operation of the Conference Rooms and shall have preferred use of these facilities. The VILLAGE shall establish the rental rates for the Conference Rooms, the Hole 16 Tee Box wedding area, and any outside common areas (except the Pavilion Structure Area) used for events, and all revenues received from such rentals shall be payable to the VILLAGE. LESSEE may schedule the use of these facilities for private functions with the approval of the VILLAGE, which shall not be unreasonably withheld. When applicable, LESSEE may charge fees for food and beverage services, as well as any set up and cleaning services. 7. CAPITAL INVESTMENTS A. Within twenty (20) days of the Lease Commencement Date, LESSEE shall pay to the VILLAGE the sum of Two Hundred Thousand Dollars ($200,000) as a capital contribution to be used at the VILLAGE’s discretion. Additionally, during the Initial Term and first Renewal Term, LESSEE shall invest a total of One Million Dollars ($1,000,000) in capital improvements to the facilities used by LESSEE for Food and Catering Services, including the Banquet Room. LESSEE shall provide the VILLAGE with written documentation of all such capital investments prior to October 1st of each year, commencing on October 1, 2025. B. The LESSEE shall amortize its $1,200,0000 “Capital Investments” set forth in Section 7 A) over the period of ten (10) years. Upon expiration of this Agreement or earlier termination of this Agreement by either party for any reason whatsoever (such date being referred to as the Termination Date”) prior to the complete amortization of the investment, VILLAGE shall reimburse the LESSEE for the unamortized balance of the Capital Investments actually expended, plus all accrued but unbilled interest as of the Termination Date which interest has accrued from the date the investment was finalized at a five percent (5%) interest rate Title to the capital improvements shall pass to VILLAGE upon completion of amortization or earlier payment to the LESSEE of the unamortized balance. 8. COMMUNITY CONTRIBUTION FUND LESSEE shall contribute one percent (1%) of all food and beverage sales, including Banquet Operations, to a community contribution fund to be used to support and sponsor VILLAGE events occurring throughout the year. LESSEE and the VILLAGE shall jointly coordinate the expenditure of such funds. 9. INSURANCE A. During the Term of this Lease Agreement, the VILLAGE, at its expense, shall maintain casualty insurance upon the building and VILLAGE’s personal property therein. This insurance shall protect the VILLAGE from, and shall insure against, loss or damage by fire, windstorm, theft, Docusign Envelope ID: 67F1F174-5CB3-449D-A283-712446F01414 Page 11 of 21 vandalism and other like casualties. Any sums payable by reason of damage insured against in said casualty insurance policies shall be payable to the VILLAGE and VILLAGE may, but shall not be obligated, to utilize said sums for the reconstruction, replacement or the repair of the loss covered. Any excess of such amount received upon such policies shall be the property of the VILLAGE. In the event the Premises shall be so destroyed or so damaged or injured by fire or other casualty whereby the same shall be untenantable, all insurance proceeds shall be paid to VILLAGE but VILLAGE shall have no obligation to rebuild or repair the damage or render the Premises tenantable but there shall be a prorated abatement or prorated refund of the rental amounts required to be paid hereunder. B. It is specifically provided, as part of this provision, that the VILLAGE shall not be obligated in any way whatsoever to provide any insurance protecting LESSEE, it being the specific intent of the parties that the insurance to be provided hereunder in subparagraph (A) shall be for the protection of the VILLAGE’s property and not the property of LESSEE. The LESSEE may, at its own expense, obtain such casualty insurance, as in the exercise of its discretion it deems appropriate, so as to protect any property upon the premises owned by it. C. LESSEE shall maintain and prior to the Lease Commencement Date, provide the VILLAGE with certificates of insurance evidencing the following coverage issued by companies authorized to do business under the laws of the State of Florida: Commercial General Liability for limits of not less than $1,000,000 per occurrence from claims for damages for bodily and personal injury, including wrongful death, as well as from claims of property damages which may arise from any operations under this Lease, whether such operations be by LESSEE or by anyone directly employed by or contracted with LESSEE. Liquor Liability with limits not less than $1,000,000 each occurrence. Comprehensive Business Automobile Liability in the minimum amount of $1,000,000 combined single limit for bodily injury and property damages liability to protect LESSEE from claims for damages for bodily and personal injury, including death as well as from claims for property damage, which may arise from the ownership use or maintenance of owned and non- owned automobiles, including rented automobiles and valet parking activities whether operations be by LESSEE or by anyone directly or indirectly employed by LESSEE. Workers’ Compensation and Employer’s Liability insurance for all employees of LESSEE as required by Florida Statutes. All policies shall provide the VILLAGE with a thirty (30) day written notice of cancellation and include the VILLAGE as an Additional Insured. Docusign Envelope ID: 67F1F174-5CB3-449D-A283-712446F01414 Page 12 of 21 Insurance coverage shall be provided by carriers having an AM Best rating of B+ or higher. If, at any time, any of the policies shall be or become unsatisfactory to the VILLAGE as to form or substance, or if any of the carriers issuing such policies shall be or become unsatisfactory to the VILLAGE, LESSEE shall promptly obtain a new and satisfactory policy in replacement. Failure to provide such replacement policy shall constitute a material default of the LEASE by LESSEE for which there is no opportunity to cure. 10. INDEMNIFICATION A. To the fullest extent permitted by applicable laws and regulations, LESSEE shall indemnify and hold harmless and defend the VILLAGE, its officials, agents, servants, and employees collectively, “Village Parties”) from and against any and all claims, liabilities, losses and/or causes of action arising out of or in any way related to the services furnished by LESSEE pursuant to this Lease Agreement or arising from any breach or default in the performance of any obligation on LESSEE’s part to be performed under the terms of this LEASE, including, but not limited to, those caused by or arising out of any act, omission, negligence or default of LESSEE and/or its subcontractors, agents, servants or employees. LESSEE’s indemnification shall include all costs, attorney’s fees, expenses, and liabilities incurred in the defense of any such claim or any such action or proceeding brought thereon; and in case any action or proceeding shall be brought against the VILLAGE by reason of any such claim, LESSEE, upon notice from the VILLAGE, shall defend the same at LESSEE’s expense by counsel satisfactory to the VILLAGE. Notwithstanding the foregoing, LESSEE shall not be required to indemnify the Village Parties when the claims, liability, loss and/or cause of action results from the negligence or intentional misconduct of any Village Party. B. To the fullest extent permitted by applicable laws and regulations, the VILLAGE shall indemnify and hold harmless and defend LESSEE and its members, managers, agents, servants, and employees (collectively, “ Lessee Parties”) from and against any and all claims, liabilities, losses and/or causes of action arising from the VILLAGE's use of the Premises, or from the conduct of the VILLAGE's business or from any activity, work, or things done, permitted, or suffered by the VILLAGE in, on, or about the Premises, and shall further indemnify and hold harmless the Lessee Parties from and against any and all claims arising from any breach or default in the performance of any obligation on the VILLAGE's part to be performed under the terms of this Lease, or arising from any negligence of the Village Parties (or any of them), and from and against all cost, attorney's fees, expenses, and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding shall be brought against LESSEE by reason of any such claim, the VILLAGE, upon notice from LESSEE, shall defend the same at the VILLAGE's expense by counsel satisfactory to LESSEE. Notwithstanding the foregoing, the VILLAGE shall not be required to indemnify the Lessee Parties when the claims, liability, loss and/or cause of action results from the negligence or intentional misconduct of any Lessee Party. Docusign Envelope ID: 67F1F174-5CB3-449D-A283-712446F01414 Page 13 of 21 C. Nothing contained in this Lease shall create a contractual relationship with or a cause of action in favor of a third party against either the VILLAGE or LESSEE, nor shall this Lease be construed a waiver of the VILLAGE’s sovereign immunity beyond the limited waiver provided in 768.28, Florida Statutes. D. The terms of this Section shall survive completion of all services, obligations and duties provided for in this Lease as well as the termination of this Lease for any reason. 11. INSPECTOR GENERAL LESSEE is aware that the Inspector General of Palm Beach County has the authority to investigate and audit matters relating to the negotiation and performance of this LEASE AGREEMENT and, in furtherance thereof, may demand and obtain records and testimony from LESSEE and its subcontractors. LESSEE understands and agrees that in addition to all other remedies and consequences provided by law, the failure of LESSEE or its subcontractors to fully cooperate with the Inspector General when requested may be deemed by the VILLAGE to be a material breach of the LEASE AGREEMENT justifying termination. 12. FEDERAL AND STATE TAX The VILLAGE is exempt from Federal and State taxes for tangible personal property. However, LESSEE shall not be authorized to use the Village’s Tax Exemption Number in securing goods or materials for services performed on the Premises. 13. PUBLIC RECORDS IF LESSEE HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO LESSEE’S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS LEASE, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT: (561) 841-3355; NPBCLERK@VILLAGE-NPB.ORG; OR 501 U.S. HIGHWAY ONE, NORTH PALM BEACH, FL 33408. In performing services pursuant to this Lease, LESSEE shall comply with all relevant provisions of Chapter 119, Florida Statutes. As required by Section 119.0701, Florida Statutes, LESSEE shall: A. Keep and maintain public records required by the VILLAGE to perform the service. B. Upon request from the VILLAGE’s custodian of public records, provide the VILLAGE with a copy the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes, or as otherwise provided by law. Docusign Envelope ID: 67F1F174-5CB3-449D-A283-712446F01414 Page 14 of 21 C. Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the Term of this Lease and following the expiration of the Term of this Lease if LESSEE does not transfer the records to the VILLAGE. D. Upon completion of the Term of this Lease, transfer, at no cost, to the VILLAGE all public records in possession of LESSEE or keep and maintain public records required by the VILLAGE to perform the services. If LESSEE transfers all public records to the VILLAGE upon completion of the Term of this Lease, LESSEE shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If LESSEE keeps and maintains public records upon completion of the Term of this Lease, LESSEE shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the VILLAGE, upon request from the VILLAGE’s custodian of public records, in a format that is compatible with the information technology systems of the VILLAGE. 14. E-VERIFY LESSEE warrants and represents that LESSEE and all subcontractors are in compliance with Section 448.095, Florida Statutes, as may be amended. LESSEE has registered to use, and shall continue to use, the E-Verify System (E-Verify.gov) to electronically verify the employment eligibility of newly hired employees and has received an affidavit from each subcontractors stating that the subcontractor does not employ, contract with or subcontract with an unauthorized alien. If the VILLAGE has a good faith belief that LESSEE has knowingly violated Section 448.09(1), Florida Statutes, the VILLAGE shall terminate this Contract pursuant to Section 448.095(2), Florida Statutes, as may be amended. If the VILLAGE has a good faith believe that a subcontractor has knowingly violated Section 448.09(1), Florida Statutes, but LESSEE has otherwise complained, it shall notify LESSEE, and LESSEE shall immediately terminate its contract with the subcontractor. 15. NOTICES Any notice which the VILLAGE or LESSEE may be required or permitted to give to the other party shall be in writing and shall be mailed by certified mail, return receipt requested, to the addresses specified above. 16. LIENS ON LESSEE’S PROPERTY LESSEE shall pay all debts and obligations arising in the conduct of its business at the Premises in the ordinary course. LESSEE shall make no improvements to the Premises that might result in a mechanic's lien against the Premises or other property of the VILLAGE without first providing a performance and payment bond to pay for said improvements. LESSEE shall not advertise or in any way inform the public or suppliers that the Exclusive Use Premises are operated by the VILLAGE or the North Palm Beach Country Club, and shall inform all third parties making Docusign Envelope ID: 67F1F174-5CB3-449D-A283-712446F01414 Page 15 of 21 inquiry that LESSEE operates the Exclusive Use Premises. 17. NON-WAIVER The failure of either party to exercise any right hereunder, including any rights to terminate, shall not be waived as to any subsequently arising right to act hereunder or as to any default by the other party thereafter occurring; and, a failure of a party to act shall not constitute a waiver as to any subsequent arising right to act on default. 18. 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 LESSEE: 1. The vacating or abandonment of the Premises by LESSEE. 2. The failure by LESSEE to make payment of rent or any other payment required to be made by LESSEE under this Lease Agreement, as and when due, where such failure shall continue for a period of seven (7) days after written notice thereof from the VILLAGE to LESSEE. 3. The failure by LESSEE to observe or perform any of the covenants, conditions or provisions to be observed or performed by LESSEE, where such failure shall continue for a period of twenty (20) days after written notice thereof from the VILLAGE to LESSEE; provided, however, that if the nature of LESSEE’s default is such that more than twenty 20) days are reasonably required for its cure, LESSEE shall not be deemed to be in default if LESSEE commences such cure within said twenty day (20) day period and thereafter diligently pursues such cure to completion. 4. If LESSEE should commence, in any court pursuant to any statute either of the United States or of any State, an insolvency or bankruptcy proceeding (including without limitation a proceeding for liquidation, reorganization or for adjustment of debts of an individual with regular income), or if such a proceeding is commenced against LESSEE or any said guarantor and either an order for relief is entered against such party or such party fails to secure a discharge of the proceeding within one hundred and twenty (120) days of the filing thereof, or if LESSEE or any said guarantor becomes insolvent or is unable or admits in writing his or her inability to pay his or her debts as they become due, or makes an assignment for the benefit or creditors or petitions for or enters into an agreement within his or her creditors or a custodian is appointed or takes possession of LESSEE’s or any said guarantor’s property, whether or not a judicial proceeding is instituted in connection with such arrangements or in connection with the appointment of such Docusign Envelope ID: 67F1F174-5CB3-449D-A283-712446F01414 Page 16 of 21 custodian. B. In the event of any default or breach by LESSEE, the VILLAGE may at any time thereafter, without notice or demand and without limiting the VILLAGE in the exercise of any right or remedy which the VILLAGE may have any reason of such default or breach, do the following: 1. Terminate LESSEE’s right to possession of the Premises by any lawful means and retake possession thereof for the account of the VILLAGE, in which event LESSEE shall immediately surrender possession of the Premises to the VILLAGE and all further liability under this Lease Agreement on the part of LESSEE and the VILLAGE shall terminate. 2. Maintain LESSEE’s right to possession, in which event this Lease Agreement shall continue in effect whether or not LESSEE shall have abandoned the Premises. In such event, the VILLAGE shall be entitled to relet the Premises and to enforce all of the VILLAGE’s rights and remedies under this Lease Agreement, including the right to recover the rent and other sums due as they become due. 3. The VILLAGE may hold LESSEE liable for rent that otherwise would have been payable by LESSEE to VILLAGE for the balance of the Term of this Lease or any Renewal Term, less any amount that VILLAGE receives from re-letting the Premises. 4. Pursue any other remedy now or hereafter involving LESSEE under the Bankruptcy Code, 11 U.S.C. Section 101 et seq., if this Lease Agreement is assumed by LESSEE’s trustee in bankruptcy (after he or she has cured all existing defaults, compensated the VILLAGE for any loss resulting therefrom and provided adequate assurance of future performance), then this Lease Agreement may not be assigned by the trustee to a third party, unless such party (a) executes and delivers to the VILLAGE an agreement in recordable form whereby such party assumes and agrees with the VILLAGE to discharge all obligations of LESSEE under this Lease Agreement; b) has a net worth and operating experience at least comparable to that possessed by LESSEE and any guarantor hereof as of the time of execution of this Lease Agreement; and, (c) grants to the VILLAGE, to secure the performance of such party’s obligations under this Lease Agreement, a security interest in such party’s merchandise, inventory, personal property, fixtures, furnishings and accounts receivable (and in the proceeds of all of the foregoing) with respect to his or her operations at and in the Premises, and in connection therewith, such party shall execute such security agreements, financing statements and other documents (the forms of which are to be prepared by the VILLAGE) as are necessary to perfect such lien. C. If the VILLAGE should exercise any of its remedies hereunder, LESSEE shall be liable for and shall pay to the VILLAGE the costs of removing and storing LESSEE’s or other occupant’s property; the costs of repairing, altering, remodeling or otherwise putting the Exclusive Use Docusign Envelope ID: 67F1F174-5CB3-449D-A283-712446F01414 Page 17 of 21 Premises into condition that approximates the condition at the time of commencement of the Lease Agreement, ordinary wear and tear excepted; 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 to relet the premises, including attorney’s fees. D. If this LEASE AGREEMENT should be terminated, or the LEASE should expire, the VILLAGE shall have the immediate right thereafter to reenter the Premises and to remove all persons and LESSEE’s property therefrom. Such property may be stored in a public warehouse or elsewhere at the cost of, and for the account of LESSEE, all without service of notice or resort to legal process (all of which LESSEE expressly waives). In such event, the VILLAGE shall not be deemed guilty of trespass or become liable for any loss or damage which may be occasioned thereby. E. The rights and remedies granted herein to the VILLAGE are distinct, separate and cumulative remedies, and the exercise of any of them shall not be deemed to exclude the VILLAGE's right to exercise any or all of the others. All charges payable to LESSEE under the terms of this Lease Agreement shall be deemed rent for the purpose of the VILLAGE exercising its remedies. F. No waiver of any covenant or condition or of the breach of any covenant or condition of this Lease Agreement shall be taken to constitute a waiver of any subsequent breach of such covenant or condition nor to justify or authorize the non-observance on any other occasion of the same or of any other covenant or condition hereof, nor shall the acceptance of rent by the VILLAGE at any time when LESSEE is in default under any covenant or condition hereof be construed as a waiver of such default or of the VILLAGE’s right to terminate the Lease Agreement on account of such default, nor shall any waiver or indulgence granted by the VILLAGE to LESSEE be taken as an estoppel against the VILLAGE, it being expressly understood that if at any time LESSEE should be in default in any of its covenants or conditions hereunder, an acceptance by the VILLAGE of rent during the continuance of such default or the failure on the part of the VILLAGE promptly to avail itself of such other rights or remedies as the VILLAGE may have shall not be construed as a waiver of such default, but the VILLAGE may at any time thereafter, if such default continues, terminate this Lease Agreement on account of such default. G. LESSEE waives all claims for damages by reason of the VILLAGE’s exercising its right to re-enter the Premises and take possession of the property located therein, or damages by reason of any distress warrant, forcible detainer proceedings, sequestration proceedings or other legal process. H. The VILLAGE shall not be in default unless the VILLAGE fails to perform its obligations Docusign Envelope ID: 67F1F174-5CB3-449D-A283-712446F01414 Page 18 of 21 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 include, but are not limited to, processing and accounting charges, and late charges which may be imposed on the VILLAGE by the terms of any mortgage or loan covering the Premises. Accordingly, if any installment of rent or any other sum due from LESSEE shall not be received by the VILLAGE or the VILLAGE’s designee within ten (10) days after such amount shall be due, LESSEE shall pay to the VILLAGE a late charge equal to five percent (5%) per annum on the amount of such overdue amount. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs the VILLAGE will incur by reason of late payment by LESSEE. Acceptance of such late charge by the VILLAGE shall in no event constitute a waiver of LESSEE’s default with respect to such overdue amount, nor prevent the VILLAGE from exercising any of the other rights and remedies granted hereunder. 19. SURRENDER. Upon the expiration or termination of this LEASE AGREEMENT, LESSEE shall deliver and surrender to the VILLAGE the Premises and shall leave the Exclusive Use Premises in good repair and condition with ordinary wear and tear excepted, and shall deliver all keys and combinations to locks, safes, and vaults to the VILLAGE. Before surrendering the Premises, LESSEE shall remove all of its personal property, equipment, tools of trade, and/or furnishings provided by LESSEE and shall repair any damage caused thereby. Floor coverings, window, wall and ceiling treatments shall not be removed from the Premises and shall be the property of the VILLAGE. If LESSEE should fail to restore the Premises as aforesaid or if LESSEE should fail to repair any damage caused by the removal of LESSEE’s property from the Premises, the VILLAGE may restore the Premises, and all such costs incurred thereby shall be an expense of LESSEE. VILLAGE shall have the right to defray such costs by deducting same from LESSEE’s security deposit, if any. LESSEE’s obligation to perform this provision shall survive the termination or expiration of this LEASE AGREEMENT. If LESSEE should fail to remove its property upon the termination or expiration of this LEASE AGREEMENT, said property shall be deemed abandoned and shall become the property of the VILLAGE. Docusign Envelope ID: 67F1F174-5CB3-449D-A283-712446F01414 Page 19 of 21 20. HOLDING OVER. If LESSEE should remain in possession of all or any part of the 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 Premises from month to month subject to all of the terms and provisions thereof, except only as to the Term of this LEASE AGREEMENT; provided, however, if LESSEE holds over without the consent of the VILLAGE, then the rent payable during such period as LESSEE shall continue to hold the Premises or any part thereof shall be one hundred twenty five percent (125%) of the rent that would otherwise be due and owing. 21. MISCELLANEOUS A. The parties hereto specifically intend that LESSEE’s operation and conduct of business upon the Premises shall be solely as an independent contractor and nothing herein is intended nor shall it be construed by the parties hereto, nor by any third party, as creating a relationship of principal and agent, employer or employee, partnership or joint venture between the parties hereof. Neither the method of computation of rent, nor any other provisions contained herein, nor any acts of the parties hereto, shall be deemed to create any relationship between the parties hereto other than the relationship of lessor and lessee. B. If any legal action or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default or misrepresentation in connection with any provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees, court costs and all expenses even if not taxable as court awarded costs (including, without limitation, all such fees, costs and expenses incident to appeals), incurred in that action or proceeding, in addition to any other relief to which such party or parties may be entitled. C. The invalidity of any provision of this Lease Agreement as determined by a court of competent jurisdiction shall in no way affect the validity of any other provision hereof. D. Time is of the essence. E. In the event any payments are not made as and when due in accordance with the terms and conditions of this LEASE, or should it become necessary for the VILLAGE to make any payments otherwise required to be made by LESSEE under this LEASE AGREEMENT, then all such payments shall bear interest from the date due at the highest lawful rate of interest. F. The captions used herein are for convenience only and do not limit or amplify the provisions hereof. G. This LEASE AGREEMENT contains all agreements of the parties with respect to any matter mentioned herein. No prior agreement or understanding pertaining to any such matter shall Docusign Envelope ID: 67F1F174-5CB3-449D-A283-712446F01414 Page 20 of 21 be effective. This LEASE AGREEMENT may be modified in writing only, signed by the parties in interest at the time of modification. H. Subject to the provisions hereof restricting assignment or subletting by LESSEE and regarding the VILLAGE’s liability, this LEASE AGREEMENT shall bind the parties, their personal representatives, successors, and assigns. The LEASE AGREEMENT shall be governed by the laws of the State of Florida with venue in Palm Beach County, Florida. I. This LEASE AGREEMENT shall not be construed more strongly against either party regardless of which party was more responsible for its preparation. J. LESSEE and the VILLAGE Manager shall meet no less than annually to discuss and review the prior calendar year’s activity. During this meeting, any significant changes in law, economic or marketplace conditions; and/or any suggestions on ways to improve the performance of the Restaurant and Catering Services at the North Palm Beach Country Club shall be discussed. Should any of these changes/suggestions warrant a change in the LEASE AGREEMENT (as mutually agreed by LESSEE and the VILLAGE Manager), then they will be presented to the VILLAGE Council for consideration. All changes to this LEASE AGREEMENT shall be in writing and executed by both parties. K. The VILLAGE hereby waives its rights, statutory or otherwise, to any lien on LESSEE’s equipment and other personal property. The VILLAGE shall, upon LESSEE’s request, execute, or cause to be executed, a commercially reasonable waiver of landlord's lien on any of LESSEE's equipment and other personal property. 22. BROKERS The VILLAGE and LESSEE warrant that they have had no dealings with any real estate broker or agent in connection with the negotiation of this Lease. Remainder of page intentionally blank – signatures on next page] Docusign Envelope ID: 67F1F174-5CB3-449D-A283-712446F01414 Page 21 of 21 IN WITNESS WHEREOF, the parties have executed this Agreement on the date first written above. VILLAGE OF NORTH PALM BEACH VILLAGE SEAL) By:_______________________________ Susan Bickel, Mayor ATTEST: By:_______________________________ Jessica Green, Village Clerk WITNESSED BY: Print Name: Print Name: APPROVED AS TO FORM AND LEGAL SUFFICIENCY: By: _______________________________ Leonard G. Rubin, Village Attorney LESSING’S FLORIDA VENTURES, LLC By:______________________________ Print Name: Michael S. Lessing Title: Managing Member WITNESSED BY: Print Name: Print Name: Docusign Envelope ID: 67F1F174-5CB3-449D-A283-712446F01414 Liz Soulen Michelle Palischak Chuck Huff Samia Janjua