Res 2019-109 Third Amendment to Restaurant Operator AgreementRESOLUTION 2019-109
A RESOLUTION OF THE VILLAGE COUNCIL OF THE VILLAGE OF NORTH
PALM BEACH, FLORIDA APPROVING A THIRD AMENDMENT TO THE
RESTAURANT OPERATOR AGREEMENT WITH FARMER'S TABLE NPB,
LLC TO CONDUCT FOOD AND BEVERAGE OPERATIONS AT THE NORTH
PALM BEACH COUNTRY CLUB AND AUTHORIZING THE MAYOR AND
VILLAGE CLERK TO EXECUTE THE THIRD 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, through the adoption of Resolution No. 2019-71 on July 25, 2019, the Village Council
approved a Second Amendment to 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 parties wish to again amend the Lease Agreement to remove the outdoor pavilion
improvements from the scope of the Country Club Clubhouse Project and, among other things,
allow Farmer's Table to retain the design and construction consultants of its choice; and
WHEREAS, the Village Council determines that the execution of the Third 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
Third Amendment to the Restaurant Operator Agreement to Conduct Food and Beverage
Operations at the North Palm Beach Country Club with Farmer's Table NPB, LLC. The Village
Council further authorizes the Mayor and Village Clerk to execute the Third 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 26TH DAY OF SEPTEMBER, 2019.
(Village Seal)
MAYOR
ATTEST:
VILLAGE CLERK
THIRD AMENDMENT TO
RESTAURANT OPERATOR AGREEMENT
TO CONDUCT FOOD AND BEVERAGE OPERATIONS AT
THE NORTH PALM BEACH COUNTRY CLUB
THIS THIRD AMENDMENT is made and entered into this day of September, 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 NPB 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, on July 25, 2019, the VILLAGE and LESSEE executed a Second Amendment to the
Lease Agreement ("Second Amendment") 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; and
WHEREAS, the parties wish to again amend the Lease Agreement to change the process for the
review and funding of the Pavilion Capital Improvements as set forth in Section 5 of the Second
Amendments and to provide for amortization of the Pool Concession Improvements.
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. Amendment to Section 5 of the Second Amendment. The parties hereby amend Section 5
of the Second Amendment to read as follows (additional language underlined and deleted language
st fieke flffeu h):
Page 1 of 4
5. Pavilion Capital Improvements and Pool Concession 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 and
shall retain the design and construction professionals of its choice. LESSOR shall
refund to LESSEE any sums for such work deposited by LESSEE pursuant to the
Second Amendment The final Scope of Work for the Pavilion Improvements shall
be approved by LESSOR through the Village_Manager or his designee prior to the
submission of any building_ permit application. , ,t,i,;eb shn" be rote-. lde tet,;+1,;y, the
eest of the Pavilion inVfevemefAs. LESSOR shaH apply 4e deposi ed in s
LESSEE shall eenfinu_e- te deposit ftmds vAth LESSOR in of
Htmdr-ed and Fifty Thousand upAil LESSOR has paid the
(The Weitz Ce.). Amy depesited stuns r -e Aer- ffill payment ef the ee
the Pavilion Tmpr-eyemvs sti a be feft .aod by LESSOR to LESSEE w4hi1to
(t 0) nf4or_c+»nh full payment;
C. LESSOR hereby authorizes LESSEE to install additional equipment at the
concession area of the swimming pool ("Pool Concession Improvements") at a total
cost estimated not to exceed Fifty Thousand Dollars ($50,000).
C D. The Pavilion Improvements and Pool Concession Improvements shall
become fixtures and shall remain the property of LESSOR in accordance with
Section 2(C) of the Lease Agreement.
O E. Notwithstanding any other provision of the Lease Agreement, in the event
that the Lease Agreement expires or is terminated for any reason other than a
material default and breach by LESSEE 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 actual cost
of the Pavilion Improvements and Pool Concession Improvements amortized
without interest over the course of ten (10) years in accordance with the following:
Date of Termination: Percentage of Costs Paid:
(from commencement of Initial Term) (by LESSOR)
Page 2 of 4
Before 1 year
100%
After 1 year
90%
After 2 years
80%
After 3 years
70%
After 4 years
60%
After 5 years
50%
After 6 years
40%
After 7 years
30%
After 8 years
20%
After 9 years
10%
After 10 years
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.
3. Remaining provisions. All other provisions of the Lease Agreement, as amended, shall
remain in full force and effect except as expressly amended by this Third Amendment.
IN WITNESS WHEREOF, the parties have executed this Amendment on the date first written
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Vil e Clerk
WITNESSED BY:
Print Name: T'c qi-,.
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APPROVED AS TO FORM AND LEGAL
SUFFICIENCY:
By:
VILLAGE OF NORTH PALM BEACH
By:
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Darryl C. Au y, Mayor
Leonard G. Rubin, Village Attorney
FARMER'S TABLE NPB, LLC
Lessee
Page 3 of 4
WITNESSED BY:
Print Name: "-1.rTtN ,•
Print Name: ,, bf-Lak--im—
WITNESSED BY:
Pri�n't�Name: � _ 13F v
Print Name:
By:
Prin ame: r
Title: ()
FARMER'S TABLE, LLC
Guarantor
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Title:
Page 4 of 4