Loading...
R2019-71 Second Amendment to Restaurant Operator AgreementRESOLUTION 2019-71 A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA APPROVING A SECOND AMENDMENT TO THE RESTAURANT OPERATOR AGREEMENT WITH FARMER'S TABLE, LLC TO CONDUCT FOOD AND BEVERAGE OPERATIONS AT THE NORTH PALM BEACH COUNTRY CLUB AND AUTHORIZING THE MAYOR AND VILLAGE CLERK TO EXECUTE THE SECOND AMENDMENT; PROVIDING FOR CONFLICTS; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, through the adoption of Resolution No. 2019-27 on March 28, 2019, the Village Council approved a Restaurant Operator Agreement to Conduct Food and Beverage Operations at the North Palm Beach Country Club ("Lease Agreement") with Farmer's Table, LLC; and WHEREAS, through the adoption of Resolution No. 2019-49 on June 27, 2019, the Village Council approved a First Amendment to the Lease Agreement to modify the description of the premises to specifically include the sale of food and beverages, including alcoholic beverages, on the golf course; and WHEREAS, the parties wish to again amend the Lease Agreement to: allow the assignment of the lease to Farmer's Table NPB, LLC, with Farmer's Table, LLC remaining as the guarantor; remove the deposit requirement; clarify that the furniture will be the property of the Village and ensure replacement furniture is of the same quality; and provide authorization for the construction of improvements to the outdoor pavilion, including payment of all costs by Farmer's Table and the amortization of such costs; and WHEREAS, the Village Council determines that the execution of the Second Amendment to the Lease Agreement is in the best interests of the residents and citizens of the Village of North Palm Beach. NOW, THEREFORE, BE IT RESOLVED BY THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH PALM BEACH, FLORIDA as follows: Section 1. The foregoing recitals are ratified as true and incorporated herein. Section 2. The Village Council of the Village of North Palm Beach, Florida, hereby approves a Second Amendment to the Restaurant Operator Agreement to Conduct Food and Beverage Operations at the North Palm Beach Country Club with Farmer's Table, LLC. The Village Council further authorizes the Mayor and Village Clerk to execute the Second Amendment, a copy of which is attached hereto and incorporated herein, on behalf of the Village. Section 3. All resolutions or parts of resolutions in conflict with this Resolution are hereby repealed to the extent of such conflict. Section 4. This Resolution shall take effect immediately upon adoption. PASSED AND ADOPTED THIS 25TH DAY OF JULY, 2019. (Village Seal) MAYOR ATTEST: DUTY VILLAGE CLERK SECOND AMENDMENT TO RESTAURANT OPERATOR AGREEMENT TO CONDUCT FOOD AND BEVERAGE OPERATIONS AT THE NORTH PALM BEACH COUNTRY CLUB (INCLUDING ASSIGNMENT AND GUARANTY) THIS SECOND AMENDMENT is made and entered into this s' day of July, 2019 by and between the VILLAGE OF NORTH PALM BEACH, a Florida municipal corporation, having its main office at 501 U.S. Highway One, North Palm Beach, Florida 33408 (hereinafter referred to as the "VILLAGE" or "LESSOR") and FARMER'S TABLE, LLC, a Florida limited liability company, having its principal place of business at 1901 N. Military Trail, Boca Raton, FL 33431 (hereinafter referred to as the "LESSEE"). WITNESSETH: WHEREAS, on March 28, 2019, the VILLAGE and LESSEE entered in a Restaurant Operator Agreement to Conduct Food and Beverage Operations at the North Palm Beach Country Club ("Lease Agreement"); and WHEREAS, on June 27, 2019, the VILLAGE and LESSEE executed a First Amendment to the Lease Agreement ("First Amendment) to specifically authorize LESSEE to sell food and beverages, including alcoholic beverages, on the golf course and enable LESSEE to obtain an alcoholic beverage license covering the entire Country Club property; and WHEREAS, the parties wish to again amend the Lease Agreement to: provide for the assignment of the Lease Agreement to Farmer's Table NPB, LLC, with LESSEE remaining the Guarantor; clarify the provisions regarding furniture and furniture replacement; recognize capital improvements to the Premises funded by LESSEE and provide for an amortization schedule; and remove the requirement for a deposit. NOW THEREFORE, in consideration of the mutual benefits and promises set forth in the Lease Agreement, as amended, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Recitals. The foregoing recitals are ratified as true and incorporated herein. 2. Assignment and Guaranty. A. LESSEE hereby assigns and transfers to FARMER'S TABLE NPB, LLC, a Florida limited liability company having its principal place of business at 951 U.S. Highway One, North Palm Beach, FL 33408, all of LESSEE's right, title and interest in, to and under the Lease Agreement. Through the execution of this Second Amendment, FARMER'S TABLE NPB, LLC agrees to accept the assignment of the Lease Agreement and to assume all obligations and Page 1 of 5 requirements of LESSEE set forth in the Lease Agreement. The VILLAGE consents to such assignment, subject to the Guaranty set forth in subsection B below. B. Through the execution of this Second Amendment, FARMER'S TABLE, LLC (hereinafter GUARANTOR) hereby absolutely and unconditionally guarantees to the VILLAGE the prompt and full payment of rent and other payments to be made by FARMER'S TABLE NPB LLC (hereinafter LESSEE) under the Lease Agreement, as may be amended, and the full performance and observance by LESSEE of all terms, covenants, conditions to be performed and observed by LESSEE for which GUARANTOR shall be jointly and severally liable with LESSEE. GUARANTOR hereby waives any notice of non -observance, or proof of notice or demand. GUARANTOR agrees that in the event of default by LESSEE under the Lease Agreement, the VILLAGE may proceed against GUARANTOR before, after or simultaneously with proceeding against LESSEE. This Guaranty shall be absolute and unconditional and shall be in full force and effect with respect to any subsequent amendment or modification to the Lease Agreement. 3. Removal of deposit requirement. Section 15(B)(3) of the Lease Agreement is hereby amended to remove the deposit requirement and shall hereafter read as follows: Declare the rent for the balance of the Initial Term or Renewal Term, or any portion thereof, due and payable forthwith, and bring an action for the recovery thereof. LESSEE shall be liable for rent that otherwise would have been payable by LESSEE to the VILLAGE for the balance of the Initial Term of this Lease Agreement or any Renewal Term, less any amount that VILLAGE receives from re -letting the Premises. LESSEE will deposit an amount equ - - - - . - - -- -- - - -I ME I NELWAI IN -1 111111 iil LEA N ..A. -. .: -A 9111 4. Furniture. A. All furniture on the Premises shall remain the property of LESSOR and shall not be considered the personal property of LESSEE, even if purchased and/or provided by LESSEE. Section 2(C) of the Lease Agreement is hereby amended to read as follows: 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, Page 2 of 5 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 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. B. Section 5(D) of the Lease Agreement is hereby amended to read as follows: The VILLAGE shall replace the restaurant chairs and tables, the banquet room chairs and tables and all outdoor furniture on a schedule and include the cost in its capital budget. All replacement furniture shall be of the same quality as the furniture existing on the date of the grand re -opening of the Country Club. 5. Pavilion Capital Improvements. A. LESSOR hereby authorizes LESSEE to enclose, reconfigure and improve the open-air covered pavilion ("Pavilion Improvements") as fully outlined in Exhibit "A" attached hereto and incorporated herein at a total cost estimated not to exceed One Million Dollars ($1,000,000.00). B. LESSEE shall pay all costs associated with the Pavilion Improvements, which shall be included within the scope of the ongoing Country Club Clubhouse Project ("Project") and become part of the Guaranteed Maximum Price for the Project. Within five (5) days after LESSOR's approval of this Second Amendment, LESSEE shall deposit the sum of Two Hundred and Fifty Thousand Dollars ($250,000.00) with LESSOR toward the cost of the Pavilion Improvements. LESSOR shall apply the deposited funds toward pay applications that include the Pavilion Improvements portion of the Project as such applications come due. Once the initial deposit is exhausted, LESSEE shall continue to deposit funds with LESSOR in increments of Two Hundred and Fifty Thousand Dollars ($250,000.00) until LESSOR has paid the full cost of the Pavilion Improvements to the Project's Construction Manager at Risk (The Weitz Co.). Any deposited sums remaining after full payment of the cost of the Pavilion Improvements shall be refunded by LESSOR to LESSEE within ten (10) days after such full payment. C. The Pavilion Improvements shall become fixtures and shall remain the property of LESSOR in accordance with Section 2(C) of the Lease Agreement. D. Notwithstanding any other provision of the Lease Agreement, in the event that the Lease Agreement expires or is terminated for any reason prior to the tenth (10th) anniversary of the commencement date of the Initial Term, LESSOR shall pay LESSEE, within ten (10) days following such expiration or termination, a sum equal to the cost of the Pavilion Improvements amortized without interest over the course of ten (10) years in accordance with the following: Page 3 of 5 Date of Termination: (from commencement of Initial Term) Before 1 year After 1 year After 2 years After 3 years After 4 years After 5 years After 6 years After 7 years After 8 years After 9 years After 10 years Percentage of Costs Paid: (by LESSOR) 100% 90% 80% 70% 60% 50% 40% 30% 20% 10% 0% Any payment required by this Section shall be offset against any other monies that may be due and owing LESSOR by LESSEE. After completion of ten (10) years from the commencement of the Initial Term, LESSOR shall have no obligation to pay LESSEE for any costs associated with the Pavilion Improvements. 6 All other provisions of the Lease Agreement, to the extent not specifically modified herein, shall remain in full force and effect. IN WITNESS WHEREOF, the parties have executed this Amendment on the date first written above. (VILLAGE SEAL) ATTEST: By: Depf" Village Clerk d r WITNESSEDBd 'r'-7fint Name :n Print Name: VILLGE OF NORTH PALM BEACH By: � ow,��,� Darryl Au y, Mayor Page 4 of 5 APPROVED AS TO FORM AND LEGAL SUFFICIENCY: rr B Leonard G. Rubin, Village Attorney WITNESSED BY: Pr' ame: J,41K Tz3r�-M%5- Print Name:�t� �„' S WITNESSED BY: rint Namez:!�4p4 Print Name: FARMER'S TABLE NPB, LLC Assignee/Le ee By: Print ame: v c� 51�°1Hl G► �i,✓,vN Z Z Title: FARMER'S TABLE, LLC Assignor/Guarantor By: Print ame: Dec u"N! G r,.�.•�.y� 2 Z Title: D wAo,4#2 Page 5 of 5 Exhibit “A” Pavilion Improvements The improvements to the Country Club Clubhouse Pavilion include changing this space from outdoor space to indoor space by adding insulation, air conditioning, Euro-Wall Systems, doors and windows. Further improvements include adding a full-service bar and a server station.