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HomeMy WebLinkAboutDocumentation_Regular_Tab 06_11/04/2010 y t � -_r F VILLAGE OF TEQUESTA ' AGENDA ITEM TRANSMITTAL FORM 1. VILLAGE COUNCIL MEETING: Meeting Date: Meeting Type: Regular Ordinance #: Click here to enter text. 11/4/10 Consent Agenda: Yes Resolution #: Click here to enter text. Originating Department: Attorney 2. AGENDA ITEM TITLE: (Wording form the SUBJECT line of your staff report) Council Approval of Proposed Second Amendment to Declaration of Use Agreement; "Cornerstone" with GMH, Inc. 3. BUDGET / FINANCIAL IMPACT: Account #: N/A Amount of this item: N/A i Current Budgeted Amount Available: Amount Remaining after item: N/A N/A I Budget Transfer Required: No Appropriate Fund Balance: No 4. EXECUTIVE SUMMARY OF MAJOR ISSUES: (This is a snap shot description of the agenda item) Council Approval of Proposed Second Amendment to Declaration of Use Agreement; "Cornerstone" with GMH, Inc 5. APPROVALS: Dept. Head: Finance Director;—o Reviewed for Financial %Sufficiency No Financial Impact Attorney: (for legal sufficiency) Yes ❑ No ❑ Village Manager: • SUBMIT FOR COUNCIL DISCUSSION: • APPROVE ITEM: ❑ • DENY ITEM: ❑ Form amended 08/26/08 ATTORNEYS AT LAW �I I I I Hypoluxo Road, Suite 207 oZ,omrfo�re� �12i� ��'/�62 JOHN CORBETT TELEPHONE (561) 586 -7116 TRELA J. WHITE TELECOPIER (561) 586 -9611 BRADLEY W. BIGGS *^ KEITH W. DAVIS* R. MAX LOHMAN ABIGAIL FORRESTER JORANDBY * Board Certified in City, County and Local Government Law JENNIFER GARDNER ASHTON ^ State Certified County and Circuit Court Mediator MEMORANDUM TO: Mayor Watkins, Vice Mayor Paterno and Council members Arena, Humpage & Turnquest; Village Manager Couzzo FROM: Keith W. Davis, Esq. DATE: October 26, 2010 RE: Proposed Second Amendment to Declaration of Use Agreement; "Cornerstone" As you are aware, the previous owners of the "Cornerstone" property along with the owners of the neighboring "Sterling House" property and the Village of Tequesta voluntarily agreed that the "Cornerstone" property would only be developed with multifamily residential units. A Use Agreement (and First Amendment) memorializing this was executed and recorded. As you are also aware, that development concept failed, the "Cornerstone" property is currently undeveloped and bank owned, and a new contract purchaser now desires to develop the "Cornerstone" site into a high end substance abuse treatment facility. Such a use is currently allowed neither by the Use Agreement nor by the Village's zoning code. On October 22, 2010, I was provided with a draft Second Amendment to the Use Agreement by Larry Smith, Esq. After addressing my initial comments, the attached documents were provided to me on Monday, October 25, 2010. Essentially, the proposed Second Amendment would modify the current Use Agreement by adding the use of "high end in- patient for profit substance abuse treatment facility" as a possible use of the "Cornerstone" property to which the "Sterling House" would agree. Since the Village is a party to the original Use Agreement (and First Amendment), it is also a necessary parry to this proposed Second Amendment. 1 The proposed Second Amendment does not grant any development or use rights. This is specifically stated in paragraph 5, and is further acknowledged in the Hold Harmless Agreement which will be simultaneously executed by the contract purchaser of the "Cornerstone" property. Moreover, the contract purchaser has recently provided the Village with preliminary conceptual language for a zoning code text amendment to allow the proposed "high end in- patient for profit substance abuse treatment facility" as a special exception use in the MU zoning district. Should the Village Council choose to approve the proposed Second Amendment to the Use Agreement, the fully executed documents will be held in escrow by my office until such time as the contract purchaser has closed on the "Cornerstone" property and taken ownership, at which time the documents would be recorded in the public records of Palm Beach County. Thereafter, the Village Council would have to approve a zoning code text amendment to provide for the treatment facility use as a special exception; approve an actual special exception application for that use on the "Cornerstone" site; and finally approve a site plan application prior to any permits being issued. Should the purchase of the "Cornerstone" property fall through, on the other hand, then the Second Amended Use Agreement would be destroyed. 2 This Instrument Prepared By And Return To: Lawrence W. Smith, Esq. Gary, Dytrych & Ryan, P.A. 701 U.S. Highway One, Suite 402 North Palm Beach, FL 33408 SECOND AMENDMENT TO DECLARATION OF USE AGREEMENT THIS SECOND AMENDMENT TO DECLARATION OF USE AGREEMENT (the "Second Amendment ") is made and entered into as of the day of September, 2010 by and between the VILLAGE OF TEQUESTA, a Florida municipal corporation, P.O. Box 3273, Tequesta, Florida 33469 (hereinafter called the "Village "), and GMH , INC., a corporation (hereinafter called "GMH "), which terms Village and GMH will include and bind the successors and assigns of the parties, wherever the context so requires or admits. RECITALS A. CRE Properties, Inc., a Florida corporation, ( "CRE ") is the owner of certain property in Tequesta, Florida. The Village and CRE's predecessors in title entered into that certain Declaration of Use Agreement ( "Use Agreement ") recorded at Official Records Book 10846, Page 612, of the Public Records of Palm Beach County, Florida, and that certain Amendment to Declaration of Use Agreement ( "First Amendment ") recorded at Official Records Book 18917, Page 921, of the Public Records of Palm Beach County, Florida; B. GMH is the contract purchaser of the ALS Parcel ( "ALS Parcel "), as described in the Use Agreement and as more fully described on EXHIBIT "A" attached to and made a part of this Amendment, which ALS Parcel is located within the municipal limits of the Village; C. CRE's predecessors in interest began construction on the ALS Parcel, but portions of the construction were not completed and there exists on the ALS Parcel a vacant building and uncompleted land development; D. GMH desires to develop a high -end, in- patient, for - profit substance abuse treatment facility on the ALS Parcel, but also wishes to reserve the limited right to develop the ALS Parcel with certain residential uses in the event such substance abuse treatment facility is not successful; 1 E. The current terms of the Use Agreement do not permit a substance abuse facility as a use on the ALS Parcel, and thus the Village and GMH desire to modify the Use Agreement in accordance with this Second Amendment; NOW, THEREFORE, in consideration of the mutual promises set forth herein, it is agreed as follows: 1. RECITALS The recitals set forth above are true and correct and are incorporated herein and made a part hereof. 2. REPRESENTATIONS OF OWNERSHIP GMH, effective as of the closing of the purchase and sale, will have full right to enter into this Second Amendment and to bind the ALS Parcel and its interest in the ALS Parcel and itself to the terms hereof. There are no covenants, restrictions or reservations of record that will prevent the use of the ALS Parcel in accordance with the terms and conditions of this Second Amendment. No consent to execution, delivery and performance hereunder will be required from any person, partner, limited partner, creditor, investor, judicial or administrative body, governmental authority or other party other than any such consent which already has been unconditionally given or referenced herein. Neither the execution of this Second Amendment nor the consummation of the transactions contemplated hereby will violate any restriction, court order or agreement to which GMH or the ALS Parcel are subject. 3. USE RESTRICTIONS Article III of the Use Agreement is hereby deleted in its entirety and the following new Article III is substituted in lieu thereof: "Only the following uses shall be permitted on the ALS Parcel: (i) a high -end, in- patient, for -profit substance abuse treatment facility (the " Treatment Facility ") together with uses and amenities ancillary to such Treatment Facility or (ii) condominiums and town homes and amenities related to such uses. Any Treatment Facility shall consist of single and/or double occupancy units, with no less than 70% of the units being any combination of single occupancy units or two bedroom, two bathroom units. Any condominiums and town homes shall be owner occupied; provided, however, such owners shall not be precluded from leasing their condominium units or town homes. The foregoing restrictions on use only affect the ALS Parcel and do not affect the Sterling House Facility." 2 4. CONDITIONS DELETED The First Amendment deleted Article IV, "Conditions ", which remains deleted herein. 5. UNITY OF TITLE; ZONING Article V of the Use Agreement relating to a Unity of Title was deleted in its entirety in the First Amendment. GMH acknowledges, however, that the property is platted as one parcel and the removal of the Unity of Title implies no right in GMH or intent of the Village to permit the subdivision of said parcel or to amend the Village's codes so as to permit a Treatment Facility. GMH may, however, make application for subdivision and code amendments pursuant to the provisions of the Village Code of Ordinances and the Village Council shall give consideration to same pursuant to the provisions of the Code. GMH may not argue any theory of law or equity that the execution by the Village of the prior release of the Unity of Title and the Use Agreement, as amended, is a de jure or de facto approval of the subdivision of the ALS Parcel or approval of a high -end substance abuse facility thereon. GMH shall enter into a Hold Harmless Agreement in the form attached to this Second Amendment as EXHIBIT "C" with respect to the Village's execution of this Second Amendment. GMH agrees that this Second Amendment does not affect the burdens currently borne by the ALS Parcel for the benefit of the property described as the "Sterling House Facility" in the Use Agreement and as more particularly described on Exhibit `B" ( "Sterling House Facility" or "Sterling House Parcel "), including without limitation, access rights, drainage rights, parking rights or any other rights unless specifically addressed by this Second Amendment. 6. LEGAL DESCRIPTION OF STERLING HOUSE FACILITY The legal description of the Sterling House Facility (also referred to as the "Sterling House Parcel" in the First Amendment) as set forth in Exhibit "B" to the Use Agreement was amended and restated in its entirety in the First Amendment to be the legal description as set forth on EXHIBIT "B" attached to and made a part of this Second Amendment. 7. LANDSCAPE BUFFER GMH, and any future owner of the ALS Parcel or any portion thereof, shall, at its sole cost and expense, install not later than 365 days after the date first above written and thereafter maintain at all times a landscape buffer along that portion of the ALS Parcel that borders the Sterling House Facility, which buffer shall include plantings and other landscaping materials (which may include fencing and other customary landscaping materials reasonably acceptable to the owner of the Sterling House Facility) (the "Landscape Buffer "). The Landscape Buffer shall at all times (i) be reasonably acceptable to the owner of the Sterling House Facility and (ii) provide (a) reasonable visual obstruction of the ALS Parcel from the Sterling House Facility and 3 (b) obstruction of ingress and egress (including, without limitation, pedestrian ingress and egress) between the ALS Parcel and the Sterling House Facility. The owner of the Sterling House Facility shall have no responsibility to perform or pay for the construction or maintenance of the Landscape Buffer. 8. NO EFFECT ON STERLING HOUSE FACILITY Other than as set forth specifically in the Use Agreement, as affected by this Second Amendment, GMH agrees that this Second Amendment does not affect the burdens currently borne by the ALS Parcel for the benefit of the Sterling House Facility, including without limitation, any access rights, drainage rights, parking rights or any other rights, whether such rights are created by Plat or by written instrument. 9. CONSENT AND JOINDER OF ALS NORTH AMERICA, INC.; REPRESENTATION OF OWNERSHIP ALS North America, Inc., a Delaware corporation, ( "North America") as owner of the Sterling House Facility, executes this Second Amendment to consent to and join in this Second Amendment. North America's predecessor and its successors and assigns, as owner of the Sterling House Facility, were given rights in said Use Agreement as a third party beneficiary to enforce the terms thereof. 10. ESCROW This Second Amendment has been executed by North America and, at the request of GMH, by the Village. This Second Amendment shall be held in escrow by the Village Attorney, Corbett and White, pursuant to the terms of a separate Escrow Agreement, until such time as GMH completes the purchase of the ALS Parcel from CRE, at which time the Village Attorney will record this Second Amendment in the Public Records of Palm Beach County, Florida. IN WITNESS WHEREOF, the parties have hereunto set their hands and seals the day and year first above written. Signed. sealed and delivered GMH , INC., in the presence of a corporation By: Printed Name: Printed Name: 4 STATE OF COUNTY OF The foregoing instrument was acknowledged before me this day of , 2010, by as of GMH , Inc., a corporation, on behalf of the corporation, who is personally known to me or presented as identification. Notary Public My Commission Expires: {Notary Seal) 5 VILLAGE OF TEQUESTA, A Florida municipal corporation By: Printed Name: , Mayor Printed Name: ATTEST: Village Clerk STATE OF COUNTY OF The foregoing instrument was acknowledged before me this day of , 2010, by as Mayor of the VILLAGE OF TEQUESTA, a Florida municipal corporation, on behalf of the corporation, who is personally known to me or presented as identification. Notary Public My Commission Expires: {Notary Seal } 6 ALS NORTH AMERICA, INC., a Delaware corporation, as current owner of the Sterling House Facility, hereby joins in and consents to this Second Amendment. ALS NORTH AMERICA, INC., a Delaware corporation By: Printed Name: I Printed Name: STATE OF COUNTY OF The foregoing instrument was acknowledged before me this day of , 2010, by as of ALS North America, Inc., a Delaware corporation, on behalf of the corporation, who is personally known to me or presented as identification. Notary Public My Commission Expires: {Notary Seal) � G:\DOCS\LWS \GMH - Transitions Tequesta \Second Amendment to Declaration of Use Agreement LWS (2).doc 7 Exhibit A EXHIBIT "N' LEGAL DESCRIPTION ALS PARCEL A parcel of land lying in the Northwest Quarter of Section 30, Township 40 South, Range 43 East, Palm Beach County, Florida, being more particularly described as follows: Commence at the Southeast corner of the Northwest quarter of the Northwest quarter of said Section 30; thence bear North 88°58'00" West along the South line of said Northwest quarter of the Northwest quarter a distance of 393.86 feet to the point of beginning; thence South 17 °17'07" East a distance of 335.99 feet; thence North 72 "42'53' East a distance of 120.00 feet; thence South 17 "17'07" East a distance of 370.00 feet to the Intersection with a curare concave to the Southeast, having a radius of 725.00 feet and whose radius point gears South 25 "07'28' East; thence Westerly along sold curve, being the North right of way line of Village Boulevard, through a central angle of 6 9 08'58', a distance of 77.39 feet to the point of reverse curvature of a curve concave to the Northwest, having a radius of 625.00 feet; thence Westerly, along said curve through a central angel of 23 °54'55', a distance of 260.88 feet to the point of reverse curvature of a curve concave to the Southeast, having a radius of 725.00 feet; thence. Westerly along said curve, through a central angle of 15 "2220" a distance of 194.52 feet to the Easterly right of way line of Old Dixie Highway as described In Official Records Book 5485, Page 1729, Palm Beach County, Florida public records, thence, North 22 °41'51' West, along sold Easterly right of way line, a distance of 456.37 feet to the point of curvature of a curve concave to the Southwest, having a radius of 7679.44 feet; thence Northerly, along sold curve, through a central angle of 3 "11'35', a distance of 427.98 feet to the intersection with said South fine of the Northwest Quarter of the Northwest Quarter, thanes South 88`58'00" East, along said South line, a distance of 527.75 feet to the point of beginning. Book18917 /Page927 Page 7 of 12 Exhibit B EXHIBIT "B" LEGAL DESCRIPTIQjf STERLING HOUSE PARCEL A PARCEL OF LAND LYING IN THE NORTHWEST QUARTER OF SECTION 30, TOWNSHIP 40 SOUTH, RANGE 43 EAST. PALM BEACH COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHEAST CORNER OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION 30, THENCE BEAR NORTH 89 °57'08' WEST ALONG THE SOUTH LINE OF SAID NORTHWEST QUARTER OF THE NORTHWEST QUARTER A DISTANCE OF 28.19 FEET; THENCE SOUTH 17 0 17'07' EAST, ALONG A LINE PARALLEL WITH THE WESTERLY RIGHT -OF -WAY LINE OF U.S. HIGHWAY NO. 1. AS SHOWN ON THE FLORIDA DEPARTMENT OF TRANSPORTATION RIGHT-OF-WAY MAP SECTION 93040 -2503, BEING THE BEARING BASE FOR THIS DESCRIPTION, A DISTANCE OF 153.99 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE SOUTH 17 °17'07" EAST A DISTANCE OF 192.16 FEET TO THE INTERSECTION WITH THE WESTERLY EXTENSION OF THE NORTH LINE OF A PARCEL OF LAND DESCRIBED IN DEED BOOK 1097, PAGE 379, PALM BEACH COUNTY, FLORIDA, PUBLIC RECORDS; THENCE SOUTH 89 0 4322' EAST, ALONG SAID EXTENSION. A DISTANCE OF 37.87 FEET; THENCE SOUTH 17 °17'07' EAST A DISTANCE OF 251.98 FEET TO THE INTERSECTION WITH THE NORTH RIGHT-OF-WAY LINE OF VILLAGE BOULEVARD, BEING A CURVE CONCAVE TO THE SOUTHEAST, HAVING A RADIUS OF 725.00 FEET AND WHOSE CENTER BEARS SOUTH 03 °52'08' EAST; THENCE SOUTHWESTERLY, ALONG SAID CURVE. THROUGH A CENTRAL ANGLE OF 21 6 15'21 ", A DISTANCE OF 268.96 FEET; THENCE NORTH 17 "17'07' WEST A DISTANCE OF 442.56 FEET; THENCE NORTH 72 °4253' EAST A DISTANCE OF 231.00 FEET TO THE POINT OF BEGINNING AND A PARCEL OF LAND LYING IN THE NORTHWEST QUARTER OF SECTION 30, TOWNSHIP 40 SOUTH. RANGE 43 EAST, PALM BEACH COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHEAST CORNER OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION 30; THENCE BEAR NORTH 89 DEGREES, 57 MINUTES, 08 SECONDS WEST, ALONG THE SOUTH LINE OF SAID NORTHWEST QUARTER OF THE NORTHWEST QUARTER, A DISTANCE OF 28.19 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 17 DEGREES, 17 MINUTES, 07 SECONDS EAST, ALONG A LINE PARALLEL WITH THE WESTERLY RIGHT -OF- WAY LINE OF U.S. HIGHWAY NO. 1. AS SHOWN ON THE FLORIDA DEPARTMENT OF TRANSPORTATION RIGHT -OF -WAY MAP SECTION 93040 -2503, BEING THE BEARING BASE FOR THIS DESCRIPTION, A DISTANCE OF 153.99 FEET; THENCE RUN SOUTH 72 DEGREES, 42 MINUTES, 53 SECONDS WEST A DISTANCE OF 231.00 FEET; THENCE RUN SOUTH 17 DEGREES, 17 MINUTES, 07 SECONDS EAST A DISTANCE OF 72.56 FEET; THENCE RUN SOUTH 72 DEGREES, 42 I I Book18917 /Page928 Page 8 of 12 MINUTES, 53 SECONDS WEST A DISTANCE OF 120.00 FEET; THENCE RUN NORTH 17 DEGREES, 17 MINUTES, 07 SECONDS WEST A DISTANCE OF 335.10 FEET TO A POINT ON THE SOUTH LINE OF SAID NORTHWEST QUARTER OF THE NORTHWEST QUARTER; THENCE RUN SOUTH 09 DEGREES, 57 MINUTES, 06 SECONDS EAST, ALONG THE SAID SOUTH LINE OF SAID NORTHWEST QUARTER OF THE NORTHWEST QUARTER, A DISTANCE OF 367.70 FEET TO THE POINT OF BEGINNING. i I Bookl8917 /Page929 Page 9 of 12 Exhibit C This Instrument Prepared By And Return To: Lawrence W. Smith, Esq. Gary, Dytrych & Ryan, P.A. 701 U.S. Highway One, Suite 402 North Palm Beach, FL 33408 EXHIBIT "C" HOLD HARMLESS AGREEMENT THIS HOLD HARMLESS AGREEMENT (the "Agreement ") is made and entered into as of the day of September, 2010 by GMH ' INC., a corporation (hereinafter called "GMH "), in favor of the Village of Tequesta, a municipal corporation of the State of Florida ( "Village "). RECITALS A. GMH and the Village have entered into a Second Amendment ( "Second Amendment ") to that certain Declaration of Use Agreement ( "Original Use Agreement ") and which was previously modified by the Amendment to Declaration of Use Agreement ( "First Amendment ") simultaneously with GMH's execution of this Agreement. The Second Amendment will be recorded in the Public Records of Palm Beach County, Florida ( "Records "). The Original Use Agreement was recorded in Official Records Book 10846, Page 612, of the Public Records of Palm Beach County, Florida, and the First Amendment was recorded in Official Records Book 18917, Page 921, of the Public Records of Palm Beach County, Florida; B. The Village entered into the Second Amendment subject to execution by GMH of a Hold Harmless Agreement, the terms of which hold the Village harmless from any loss suffered by GMH or their successors and assigns from the inability of GMH to obtain a subdivision of the ALS Parcel (as that term is defined in the Second Amendment) or from the inability of GMH to use the ALS Parcel as a substance abuse facility. NOW, THEREFORE, in consideration of the recitals set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, GMH agrees as follows: 1 1. INCORPORATION OF RECITALS The recitals set forth above are true and correct and are incorporated herein by reference as if set forth herein. 2. HOLD HARMLESS For so long as GMH owns the ALS Parcel, GMH hereby saves, defends and holds the Village harmless from (i) any loss suffered or could be suffered by GMH from the inability of GMH to subdivide the ALS Parcel in accordance with all applicable laws or from the inability of GMH to use the ALS Parcel as a substance abuse facility; and (ii) any loss suffered by the Village by reason that a third party argues that the Village should not have executed the Second Amendment because of its knowledge of GMH taking title to the ALS Parcel. GMH acknowledges and agrees that the risk of properly subdividing and use of the property remains on GMH and the Village may treat GMH in connection with any subdivision or replatting application or application for use as a substance abuse facility as if the Village was unaware and could not have been aware of GMH taking title to the ALS Parcel. 3. MISCELLANEOUS A. Duration The hold harmless provisions of this Agreement shall run with the ALS Parcel and continue in full force and effect until execution of a written release on behalf of the Village. B. Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. C. Headings/Interpretation The word or phrase appearing at the commencement of sections or subsections are included only as a guide to the contents thereof and are not to be construed as controlling, enlarging or restricting the language or meaning of the text. The use of the word "including" in this Agreement shall be by way of example rather than by limitation. D. Successors and Assigns This Agreement shall be binding upon GMH and its heirs, executors, successors and assigns. E. Third Parties Unless expressly stated to the contrary in this Agreement, nothing contained in the Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any third party as a third party beneficiary or otherwise. 2 IN WITNESS WHEREOF, the undersigned has hereunto set its hand and seal the day and year first above written. Signed. sealed and delivered GMH , INC., in the presence of. a corporation By: Printed Name: Printed Name: STATE OF COUNTY OF The foregoing instrument was acknowledged before me this day of , 2010, by as of GMH , Inc., a corporation, on behalf of the corporation, who is personally known to me or presented as identification. Notary Public My Commission Expires: {Notary Seal} G: \DOCS\LWS \GMH - Transitions Tequesta\Hold Harmless Agreement.docx 3 1998 Declaration of Use Agreement RSOD3a) Ate 1t31� 'i0: QP he-S-1101 Mt f XW C. RANDOM, S6tX+ M left t e � tpost F'ICE eOK 3475 P lL� rtrl�rr rilr�lli a I �rr rlr� llli WPB, n 33402 -3475 WUL CALL 185 DECLARATION OF USE AGREEMRNT THIS DECLARATION OF USE AGREEMENT is made and twer d irrto as of thha of A.- -- = .1991. by and betwom the VILLAGE OF TEQUWr'A, a Fkxii municipal corporation, Post Offioa Box 3273, Togumt& Florida 33454-0273 (>ervinaRsr called do VILLAGE'); and ALS-CLARE BRIDGE, INC., a Delaware corporation. 450 North Statrtyslope Road, Suite 300. BrookrMN. WiscmWo 53005 (heteinaft called "OWNER"), which ttmrts VILLAGE and OWNER will inelnde and bind the successors and assr=as of the parties, wberever the contmct so ratq%*= or admits. s f ° " ed - XIINESSETH., cs"W u ea'C4 WHEREAS, the Land deacn'bed in Exhibit "A" attached hereto and made a part heneof (hereinafter refaxred to as the "Land") is located within the municipal limits of the VILLAGE; WHEREAS, a portion of the Land (the 'STERLING HOUSE FACILITY') is currently owned by ME NTRUST COMPANV, LLC (fa> rntmty Meditnmt of Florida, lne.), and leased to ASSISTED LIVXNG PROPRIMFS. INC., {"ALP1 a wbolly -owned subsidiary of ALTffMATIVE LIVING SERVICES, INC. (" ALS"), and the balance of the Lam (The "ALS PARCEL.") is under cort4aat to pndtaee by OWNER hom Fist Union Nedoaal Bank of Florida. as Truster. IU STBWX4G HORSE FACILITY is more particularly described in E%d►it "B" anwJwd hereto and trade apart hereof. The S' ERUNG HOUSE FACILITY is davOopod and corm* provides extended can options to residents. The ALS PARCEL is more piudcularly ip - - fbed is EzMW "(." atiacheal hereto and made a part hereof. OWNER bas proposed to dewlap an exuded care ftility #or tntxnory impaired midents (to be known as CLARE BRIDGE OF TIIQUEBTA), as well as an iadeLrertdent living facility to be known as `"THE CROSSINGS" on the ALS PARCEL. OWNER is a wholly - owned subsidiary of ALE; WHEREAS, it is httendcd that the owners of the STERMG HOUSE FACILITY and the ALS PARCEL. dW1 comtruct and operate their respective facilities on their respective psopeies on the integaattd campua•tikc layout contemplated by the plat referred to in Article 1V trowt. WHEREAS, the VILLAGE COUNCIL app owed on Scptcmbcr/0,19" a special exception t "Spacial Exception - ) and a Site Plan ("Site Plan") for assisted living uses on the ALS PARCEL subject f0 the conditions an forth harcin and the approval of this Agreement end on the bads of the specific Mxft of the VILLAGE COUXIL that the approval of the Special Fatccption, in cornpliance with said em2ditiom will not be adverse to the public irtte:rest sad upon a fording of the VILLAGR COUNCIL that the applicable provisions of the VILLAGE CODE governing the we of the Lead have been met. i M 100 Ps 613 WHE tEA$, the VILLAGE COUNCIL approved on September 10. 1998 the Site Plan fog the Land wbieh includes the STERLING HOUSE FACILITY and the ALS PARCEL sabj= to the couditioma set forth herein and rile approval of this Agteetnent. and on the basis of 6c specs Ha ferdiog of fire VILLAGE COUNCIL dw do approv4 of the She Platt, in oomplitatec with said coadWons, will mot be a hose to the public Interest, std upon a finding by the VILLAGE COUNCIL Chet the eppiicsible provisions of the ViLLAGhh; CODE governing the use of the Laud have been met; WHEREAS, in approving the Special Mcception and Site Plan, the conditions of approval reileckd herein we imposed upon the ALS PARCEL in order to regulate the: use. mitigate any adverse impacts of the ems. as well as to insure that said use shall not be adverse to the public interest; and WHEREAS. all of the repcessolotions made Mein we true and accurate and the grantirhg of the Special Exceptions and Site Plan approval we conditioned upon the reptwsentatiotts made herein and all of the conditions herein imposed. NOW, THER,UORE, in aansideration of the mutual promises sat forth herein. it is agreed as follows: ARTICLE: I RECITALS The rceitals set forth above are true and correct and we incorporated herein and made a part hereof. ARTICLE ti ' R PRESENTATK& OF OWN E 3 IP Owner has full right to ager ium this Agreement and to bind the ALS PARCEL and its intetow. In the AILS PARCEL and itself to the terms hereof. Thereon no covenal ts. restrictions or reservations of record that vwll p mvag the use of the ALS PARCEL in accordance with the terms and conditions of this Agreement. No comma 10 execution. delivery and performance hereunder is requited from any person, perbkr', limited padw. creditor. investor, judicial or a&nhdsftzdve body, govemmental authority or other party other than any such consent which already lase: been unconditiorurlly given or referenced herein. Neither 11rt execution of this Agreement nor the consummation of the axmsaetions contemplated hereby will violate any restriction, court order or agrecrne nt to which Owner or the ALS PARCEL are subject. Page 2 of 10 i M 18104-0 Pg S 14 The VILLAGE and OWNER wAmwledgc, sopulaic and agree beat OV NEk ALP and AM do not bold fee "ple tide to the STERLIING HOUSE Ucia TY, that the STERLING HOUSE FACILTI'Y is owned by M OTMUST COMPANY LLC ("MEDITRUM� that MLDITRUS'T is not it nasty to thh Agreoment. that neither this Agr{ot anut nor the covenants, resttiedons or obligations contained herein will be binding upon or run with the STERLING HOUSE 1FACILITY and that this Agranu m will not be binding up= MEDITRUST or any successor in title to the STERLING HOUSE FACILITY; proAftd, however, that the: facilities located on the STFJtLiNG HOM FACILM and the ALS PARCEL shall be constructed and operated on the lawwmed can ipus -like layout comeenplated by the plat refr:. to in Ankle IV hexoof. ARTICLE III AI.TERMATIVE 1_ YM USES The use of the ALS PARCEL shall be for independent and wrtcndcd care living uses by residemus in compliance with all of the informa ion and exhibits included in the application not incotstem with the terms and conditions eel forth berrin, sd forth in the application submiued to the VILLAGE FOR Site Plan Review ; with Special Exception, as amended and approved by VLI.I.AGE COUNCIL. on September 10,144$ (bcreivaf3er refaced to as the " APPROVAL' Any adtbtional uses of the ALS PARCEL shall be sabjeet to approval by the applica1ble govwmnenW audwity inebKft but not limited to the VILLAGE COVNCIL, the Community Board Appearance of the VILLAGE. the State of Florida, the United States Goverr>anent, andfor any agencies under any of the foreping governments] authorities. CA ARTICLE IV 4t A� CONDITIONS M El$ 101 1. Prior to issuance of any Certificate of Occupancy pertaining to the ALS PARCEL, AL.R -CLARE BRLDGE. iNC.lomed by MED - Mew COMPANY, LLC, shall record a plat, which includes the STERLING HOUSE FACILITY and the ALS PARCEL as sepwate lots. 7U Pht Shall SIW on its fam that nodung conisined therein shill be construed to cause this Agreement too be bitading upon or tun with the STERLING HOUSE FACILITY or to bind MEDITRUST or any successor in title to the STERLING HOUSE FACILITY to the covenants, mstrictions and obligations contained in this Agreement. 2. ALS CLARE MDG$ INC. hereby certifies and agrees that folkA ttg completion of THE CROSSINGS, at all times a suffdent portion of the air - Page 3 of 10 conffitiorad square fort of floor space in dmeloprd buiWdings on the ALS PARCEL shalt be "cared to independent living faciiittas so that at all times not less char fifty -nine pera t (59%) ofthe sir- coWltimW sgwrc tW of floor space in developed Widings on the Lard ( inchding the STERLING HOUSE FACILITY. tltr Cbm Bridge Facility of Tetltnuft oW Inn CrossMp) shall be dodicatal to ladependm thing aparbucats. For pttnpom of this dellermination of use, independent apartnaeals be required to contain both washer and dryer units and hill service kitchens, including ovens, in each apartment. The perceM a of the square footage of floor space on tine ALS PARCEL dedicated to such indeperxlent living facilities may not decline Wow art a notmt autU*M to satisfy sttch filly -nine pertt Fit t (59%) regtimise tt after Wing into most the perceneage square footage of floor space dedicated b indt pco6ent living facilities on the STERLING HOUSE FACH MY from time to tune, without the Approval of the VII"GE COUNCIL. OWNER and the VILLAGE stipulate and agree that male contained herein shall prevent, limit, delay or otherwise impok any tree to which MEDITRUST (or arty atotesser in tick to the STERLING HOUSE FACILI7Y) may put the STMUNG HOUSE FACILITY or the issuance of auy panel% lica ms, audiadzedoas, certificates of oecttpmncy, cerfificases ofeompla kx4 vanancm special ameydons of similar approvals whicb MENMUST (or any succesoor is title to the STERLING HOUSE FACILM) may now or Arrcaftcr request frrom the VILLAGE; tatbjcM however, to compliance by MEDITRUST (or any a vocsror in title to the STSUANG HOME FACUXM with the portions of the Site Plant and Plat affecting the STERLING HOUSE FACILITY and the then existing ordinances of general application of rho Village. Further. OWNER and the VILLAGB stipulate and agree that any changes in use which are necessary to satisfy tie fomgoirR "irxrtet a shall be made by OWNER (or any viocessor in title to the ALS PARCEL) ante ALS PARCEL 3. ALS -CLARE BRIDGE, INC. hereby stipulates and agn= that the Certificate of Occupancy wihoriring oousWiou of the Clare SrWv of Tequeata assisted living facility for the memory impaired may not be iasued unW and uW= fifty percent (50%) ofTHE OWSSINGS facility has boon co=WxJed, which fact shall be certified to the VILLAGE OF TEQUMA by c ertificatc of Donahoe R Company, lee., inspecting archikct. 4. The facilities located on the STERLING HOUSE FACILITY and the ALS PARCEL shall be eonstracted and operated on the integraW cmnp us -like layout contemplated by the Plat refereed to in Article IV hereof. 5. The ALS PARCEL may not contain more than sixty (60) covered parking spaces. The Site Plan submittod to the Community Appearance Hoard shall reflect such limitation. page 4 of IQ l r to 1 0846 Pg 61 a I ARMLE V uMt The AILS PARCH described herein, shall be covsi lend as 00 (1) parcel and DD portion thereof may be soK banktred, devised or assigned. excq* in its entirety, either vdantarily or involuntarily. by operation of k* or otherwise. unless said mdty of title is released by the VILLAGE or otherwise modillad by agreement between the Owner and the VILLAGE. This provision shall not preclude the dedication of right -of-way for road fc q*w by a governmental authority, utility easentems or odor easements. ARTICLE VI ArsigMM xd OWNER snay assign this Agreement as to its intones in the ALS PARCEL at its sole discretion. Prior to such assigrunew, OWNER shall notify VILLAGE sn writing; of the pending assignment_ ARTICLE Vil Yo111i1Df4 Amt The terms and condition set fbA is the Approval and this Agreement are agreed to voltmtarily by OWNER, OWNER arm to be bound by them, tend OWNER waives any legal objection it might otherwise have to said terms and ctnditidms or parts thereof. AwrICLE Vill ttdncdi A for VigWim The VILLAGE and OWNER have all reeredies available at law and equity in order to enforce the terms of this Agreesymit. inchxting but not limited to: (a) the VILLAGE'$ Codes enforcement proofs in the Code of Ordhwxes through the Code Inspector, Code Enforocwxw Officer, and Cade T -ofoyc emem Board. (b) the VILLAGE may lnitlattr sexton to revoke the occupatioaN license pursuant to applicable provisions of the VILLAGE CODE. (c) all remcdie:s otherwise offered in the VILLAGE'S CODE OF ORDINANCES; and (d) injunction, spociiic performance, sad any and all other equitable relief through the civil Pages of 10 z_ �•... _.aF.: =.� - .- •�-. - -rte ?' -- AM- "'•�'r:: t11i 1Pg 6 A 7 s cowls in and for Pam Beach County or the State of Florida In the event the VILLAGE is requited to seek injunctive relief, it Idol l not be requited to post bond. and it shalh a0t ba rcgWrW to darne'"b tg irreparable twos► o: i0iwy to secwre an injunction to enforec the terms of this Agreement. Additionally. in the event of any breach. default or non psafmatanc a of this Agreement, or any of its covenants, agroernenft terms or conditions, the prevailing pony shall be catitkd to recover its costs, expenses and unable auorneys fees either before or as a result of litigation. inchdmg appeals. Notwlthsmnding the foregoing or ores► condition. term or provision of the AVMDe" SPMW EMCPM Sitc Pfau a Plat or the approvals therefore, the VILLAGE and . OWNER stipulate and agree that in connection with a,teary- m the eaforoer 0 of this Agrceatctg or thm poRftm of the Special Exception, Site Plan w d Plat affecting or mMiag to the ALS PARCRI., neither patty shrill have or be eatided to any claim against or any renndy againtst or from MEDMUST (or ark► sttcc omw in title to the STERLING HOUSE FACILITY). the STERLING HOUSE FACILITY or the pperra w of the facilities located on the !STERLING HOUSE FACILITY (regardhars of whether swh operator is the OWNER, ALP or ALS). Notwithstanding the foregoing. (i) nothing conulnod herein shall be constructed to prevent. limit. delay or otherwise impair any remedy available to the VILLAGE in connection with a violation by MIE©ITRUFF (or any reamer in title to the STERLING HOUSE FACILITY) or the STERLING HOUSE FACILITY of those portions ofthe Special Exception, Site Plan and Plat dwwlly affecting or relating to the STERLING HOUSE FACMffY or fintit the obligation of MEDI TRUST (orarty sucom r in title to the STERLING He=* Fae ft) or the STERLING FUSE FACMM to comply with those portiow of the Special Exception. Sik Picot and Plat directly affecting or tefatirlg to the STIEMMG HOUSE FACILITY and the wdim = of general application of the VILLAGE and (ii) the facilities located on the STERMG HOUSE FACILITY and the ALS PARCEL shall be constructed and operated on mho integrated carVus.I%U layout conuanplawd by the Mat micned to in Article 1V hereof. The VILLAGE and OWNER stipulate and agree that MEDITRUST (aril any successor in title to the STERLING HOUSE FACILITY) is an express intended third party bcncfuoiwy of the terms hereof, aball be entitled to enforce the terms and pw4isions hereof as if it were a party hereto and has given good and valuable conside ation htxefore by Ann of consent to OWNER tatering into this Agreement and agreeing to join into the Plat. ARTICLE IX Prov to Run wilh LudMininfing This Agreement shall run with the ALS PARCEL and shall be binding upon the OWNER and their respective legal representatives, sueceasors and assigns. This Agmeintent shall be recorded by VILLAGE: in the Official Public Re nb of Palm Beach County. Florida upon tall execution by tame parties bercto. This Agreement shall be superior to any mortgages on the ALS PARCEL and shall be recorded prior to the recording of any such mortgages. Page 6 of 10 tills 1 till e4ft Ps S Ida AR77CLE X Eniiis As This Agreement represents the entire agimnent. bctwcc» the parties as to its subject matter and it may not be amerxkd except by written agreement executed by bah parties. ARTICLE XI r1rectiye Dffic The Effective Date of this Agreemew shall be the day upon which OWNER records in the Official Records of Pain Beach County, l~Mrida, title in OWNER to all of the ALS PARCEL. ARTICI.I? Xli iAieretlae= Wherever the word laws' appears in this Agreement, it shall be deemed to include all ordinances. rules anti regulations, as well as laws of the appropriate Smernrnental awhorities. 'Phis Agreement may not be wwaded except by written iastrumeat signed by all parties bercto. Paragraph headings are hiserted for convenience only and shall not be read to enlarge, construe, rem t or modify the provislons hereof. All references to numbercd or knered paragraphs, subparagraphs and exhibits refer (unkss the context indicates othemise) to paragraphs and subpwvgrnph3 of trust Agreement and to exhibits attached hereto, which exhibits we by this refe:rencc made a Part hereof. This Agreanent shall be binding upon the parties hereto and upon their successors, assigns, heirs and personal reptesentativcs. In the event of the invalidity of any provision of this Agr emnent, sun shall be deemed stricken herefrom and this Agteerrtent 4lrall continua: in full force and effect as if such invalid provision were never a part bawE Page 7 of 9 r tilts 10&4& itp 619 ]'hit Agreement shalt be governed by anal construed in accordance with Rho laws of the State of Florida. 14 WMI S WMFDF, dw pantos have hal+enitoo SCI their hands and scab the day wA year firm above. Signed, seakd and delivered in the presences of: 1.r-A C '"" 0- - VIL1..A or ES A PrOit : 9Ztt.&a&rw c. &AVM , mayor Print Name: eA►,F�- ��%MrrLW ..., AT4 -CLARE H E. INC. Print Names Ay. ZAricc I msident inf Nairte.. (CORPORATE SEAL) ' �� , "'''eye w. STATE OF FLORIDA { �T. , r�,',' COUNTY OF PALM REACH 4 The foregoing instnunent was acknowkdged bctore me this day of 1498, by Et,11 WM A. 90KWm Mt3yor of *C VILLAGE OF TEQUESTA, to Florida wunwpoi corporation. on behalf of tine corps mkm 1 it is pemonakly known to me and he did not take an oath Sipatwo of Notary Pubic LQ Vi Ann rMnZa _ iont� Prirnod Nvare of Notary Public •owecoi Nwor Committi� No.: OC609542 Cornmisskm E xp 1 m: 12 - 22 - 2000 Pap 9 of 9 an 1 QM4& Ps saw STATE OF KANSAS COUNTY OT The forMoing insmtrnatt was acknowledged before me this 1,g, day of qtr , 1998. by G . as Vice President of ALS CLARE DRiDGF, INC, a Delaware corporation, on be alfof the corporation. He is personally known to me and he did not take an oath. som o aty Public Judy Card R Printed Nam of Notary NNic —' Commission No.- Conunition Expires: ti ;RLar:1►CWOermeMf17919�e upd Page 9 of 9 on 10046 Pg 6 el EXILIBIT "A" I_WAL DESCRIPTION THP,LAND A PARCEL OF LAND LYINO IN TJM MTHI 1+W QUARTER OF SECTION 30. T01VNS14IP AO SOUTH. RANGE 43 EAST, PAU►f BEACH COUNTY. BWpMA . OEING MORE PARTICULARLY DESCRIBED AS FOL'N %V& COUVVMNCE AT T1IE SOUTHEAST CORNER OF THX- NORT14WEST QUARTER O F THE NO&THiWEST QUARTUR OF SAID SECTIONS 30. THENCQ DEAR NORTif 89 -$701l WEST. ALOIVQ THE SOUTH LINE OF SAID NORTHWR;47• QUARM OF THE NORTHWEST QUARTS& A DISTANCE OF 28.191:EE7. TW! NCE SOUTH 17.1707' EAST. ALONG A LINE PARALLEL 1VJTH ThE IVE,STERLY RI0HT -0"AY LM OF U.S. HIGHWAY NO. 1. AS SHOWN ONMX- FLORIDA DEPARMWrOF TRANSPORTATION RIGHT -O &WAY NIAP SECI7OL493044 2SM. BEING TPE EEARMDASBFORTHIS DESCIUPT10N. A DISTANCE OF I. S3. 99FEL' T TO THE POLNTOFBEGINNINP..7MEHMCON 04MSOUTH )TI7V7' LAST A DISTANCE OF 192.16 FEET TO IM RITERSEMON WITH THE WESTERLY EXTENSION OF THE NORTH LINE OF A M IXE L OF LAND DESCRIBED tN DEED HOOK 1097. PAVX 379. PALM BEACH COUNTY, FLORIDA. PUBLIC RECORDS. THENCE SOUTH 39 FAST. ALONG.SAID EXTENSION. A. DISTANCE OF 37.87 FEET: THENCE SOUTH J7 EAST A DLITANCE OF 2$ 1.96 MTTO THE of M- 513CTJON WITH THE NORTH CJGH -OFAVAY UNS OF VULAGE 6(2LIX-VARD. KING A CUMVE CONCAVE TO THE SOUM MAST, UALV. O A r:.A'JAU S OF 71$.W FEET AND MHOSE CENTER SE;.RS WWI H 03 EAST. THENCE SOUTW%V2STER).Y. ALONG SAID CURVE- TWOUGH A CL IIAL /tNOX OF 21 R . A DISTANCE OF 261.96 FEET: T HENCE NORTH 1'r'17D7' %V13ST A DISTANNCG OF 442.36 FEET: THLNC>r NORTH 72 EAST" A DISTANCE OF 231.00 R-.BT TO THE PO xT OF BEGINNING AND: A PARCEL OF LAND LYING IN THE NORTHWEST QUARTER OF SECTION 30. TOWNSHIP 40 SOUTH, NAME 43 CAST, VAL14 VEACN COUNTY, FLORIRA, DEI1R'i MORE PARTXCUTARIN DF.SC;tID:A AS FOLLOWS; C(VeZ ,'CC AT THE SOUTHEAST CORNER. OF SHE NORT3&WSST QUARTER OF THE NORTH14CST QUARTER OF SAID SCC[ION 301 THrt= BEAR NORTH It DECREES. 57 HlittTl'8S. 00 SECONDS HEST, J►WOO Tilt SO=N LINE OF SAID NORTHWM QUARTER OF TIM NORTHWEST QUARTER, A DIST)CME OF 26.19 FEET 70 T11C VOZ1?r OR 21t0X 11MG; TKEIICE SCUM x'. REGRESS, 17 HIMnVS. 07 SECOV EAST, Af.MM A LIGE PARJV.LEL WITH THE WESTSALY RIGHT - OF - WAY LIVE Or U.S. HIGMWf CO. 1. AS SKOi121 ON ME FLORIM DCPART6IENT'OP TAANSPDXVITIO' RIGRT- OF - IMY MAP ZrCTIOH 93040 -2503. DSING TKF: BEARil;G BASE FOit TFlIS DESCRIPTIOl:. A DISTAL ce OF 153.99 FEET.- :HINCS RUN SOUTH 72 DIGRESS. 42 J-IIIMES, S3 SECOI2D5 WZZST A DISTANCE OF 231.00 FEW-T. Titc:CE MIX SOUTH 17 DEGREES, 27 14Z1.1=S, 07 SECONDS NEST A DISTANCE OF 72.56 FEET; TH- E RUN SOUTH 72 DEGREES, 42 HI?WES, S3 SEC'O4DS VEST A DISTAN1C£ OF 120.00 FEE± $ 7i :Cs RUIN NOR= 17 D IZESS, 17 NINUTES, 07 S$CO MS EAST A DISTANCE OF 336.09 FEET TO A P.7I!T Oil Tft $OU:.J LINE OF SHIN) NORTHWEST ONi3,RTER OF THE VOP.TINWEST QUkIRTERI THENCE Rif« SOWN 89 DEG3 ES. 57 MINUTES, Os SECONDS EAST, A=JG THE SAID SOUTH LINE OF SAID WM4 %- ST QUARTER OF THE NORTHUEST QUARTER, A DISTANCE OF 367.70 FEET TO TRiE POINT OF BEGINNING. (Page 1 of 2) 1M-c0�':L'qwli r M 1 oil" Ps 6? 2 EXHIBIT "A" [ r TMCRt>rr M ?till - L,Ahm A parcel oft" tyirng in the NorBnvest tarter of Section 30, Township 40 South, Range 43 Ea_ st. Palm Beach County. Florida, being tree particularly descr tyed as follows. Commence W the Southeast corner or the Northwest quarter or the Norlhwest quarter of said Section 30; thence beer North 89 W W Wast along the South Ana of said Norfinvest quarter of ttur Noftvest quarter a distance of 393.86 feet to 6e point of beek%ning; thence south 17' iT o7" East a distance of MINI feet fence North 72 East a distance of 120.00 feet; therm South 17' r0r East a distance of 370.00 feet f the tntemcUon with a curve concave to the Swthessi. having a radius of 725.00 feel and whose radius point bears South 25 . 0729" East; thence Westerly along sold curve, being the North right of way One of Vi>l*W Boulevard. through a central angle of 6 1 06'58 ", a distance of 7739 feet to the point of reverse wnratuce of a curve concave to the NonhWest. Craving s radius of MAD feet; thence Westerly. along said curve through a central angle of 23 a distance of 260.88 feet to On point of teversc curvalure of a curve concave to the Southeast, ha+in0 a radars or 725.00 feet; the&*. Westerly along said curve, through a central arg0o of 15 a distance of 194.52 feet to the Easterly right of My One or Old Dixie Highway as descrbW in Orkiai Rc(wd Soots 5485. Page 1729, Palm Beach County, Florida public records; thence, North 22 " West. along said Masterly right of way Abe. a distance of 456.37 foot to the point of curvature of a wave concave to the Southwest, having a radius of 7579.+14 feat; thence Northerly. Wong said curve. ttvough a central angle of 3'11W, a distance of 427.90 feet to the intersection With said South tine of the Nortin•.est Ouarler of the Northwwt Quartcr, thence, Sovlh 89*56'0(r East, along said South line. a distance of 527.75 feet to Vie point of beginning. I (Pose 2 of 2) I ORB 1!fH846+ 1'! EXAIBIT "H" I FMAL rJESCRIEDON TAE I.AM A PARCEL. OF LAND LYING IN THE NORTH111HST QUARTJ:R OF SWnON 30. T01VN5F11J► 40 SOUTX RANGG 43 EAST. PAW DI - SACK COUNTY. FLORIDA. DE1NG MORE PARTICULARLY DESCRIDC AS FOLLOWS: CO.%V, NCI AT MIC SOUTHEAST CORHCk Of THE NORTHWEST QUARTER OF THE NORTI-RVEST QUARTER OF SAID SECTION 30.7MOCL DEAR NORHI i 7-9 • WEST. AL0140 THE SOUTH LINE OF SAID Nom Wl ST QUARTER OF Tia NORTHWEST QUAKTIM A DISTANCE, OF24.19 FL•BT :THLWCE SOUTH 17.17107 EAST. ALONG A LINE PARALLEL ZWrM THL- IVB='RLY JUGHTOF -WAY LIE OF U.S. HIGHWAY NO. 1. AS SH0WN ON T*LC nDRIDA DEPARTMENT OF TRANSPORTATION RIGHT M -WA V MAP SECT CW93000 -1503. DM NG770116AP -MMAS9 FOR77-DS DESCIUPTiON. A DISTANCE OF 133.99 FES I TO THE POINT OF BEGINN LNG-, THENCE CO.MrINM SOUTH 17 EAST A DISTANCE Of 192.16 FEET TO 1NE tMERSECTION WITH THE WESTERLY EXTENSION Of 71111 NORTH LINE OF A PARCEL OF LAND DLSCRIZEC IN DEED BOOK 1097, PAGE 379. PALM DEACII COUNTY. FLI)RIDA. PUBLIC RECORDS: THENCE SOUTH E9'432Y FAST. ALONG.SM EXTIRMON. A►DMANCE OF 37.87 FEET. TI NC8 SOUTH 17• I7V7' EASY A D=ANCJ3 OF 2$ 1.91 VWT TO THE YNTF.>L W TION WITH THE NORTH JUGI.IT OF VAY I.E OF VILLAGE BOULEVARD. BEING A CURVE CONCAVE TO TH S0U,'T MAST, MILVDIG A F.Jka1US OF 7 B FEE* AND W11404 E CEN'7ER P. Ci+R, SOU 14 03 EAST; THENCE SOUMVr.STERt.Y- ALONG SA CLMV -. THROUGH A CENT11AL ANGLE OF 21 A DISTANCE OF268.96 FEET: THENCE KORT1i 17.17'07' WEST A DISTANCE OF 442.56 FEET: THENCE 14ORTH 72.4733' CAST A DISTI.VCEOF 231.00 Ri%T TO 11 X 1.O 12Y7' OF DEGIONINC AND: A PARCEL OF LAND LYING IN THE NORTIMEST QVRRTER OF SECTION 30, TONIWIP 40 SOO=, 3tAt2G:. 43 EAST. PALM DCXCH COMTY. FLORIbt, BEING HM PAXTICULMLY DFWCRESZO AS FOLIMS: CO:01VICS AT TNIB SOUTHEAST CORNER OF THC 2SORTRWEST QUARTER OF Tilt NOiTMd=ST QUARTER OF SAID SECTION 30: THENCE DEN: NORT11 09 DEGREES, 57 HFb'1 M. 00 SECORM MT, ALONG THE SOUTH LIVE OF SAID lJO, QUARTER OF TH£ NORTHWEST QUARTER. A 1)iSTA:XB OF 26 -19 FRET so THE; 1?O1: a OF BROXNMII29; TRIEI:CE SOW'M 17 DEGREES. 37 HnWES. 07 SBCO%" 6 EAST, ALONG 1. LIRC PARALLEL WITH TXZ "ISTERLY P.IGMI -OF -WAY LIRE OF U.S. HIC&MMAY 1:0. 1. AS SHOW1 O;f THC r1J)nnot DEPARTHaur'OF Tit7Wswwmmon RIGHT-OP -WAY Mf.P SBCTIOt: 93040 -2503. 8811M Tm BEARtIM CASE FOR THIS DESCRIPTION. A DISTANCE OF 153.99 FCC-4; TjINCC PV. SOVV 72 DEGRCES. 42 NIMMES. S3 SEM%DS VEST A DISTANCE OF 231.00 FZCir :.i:'.'CC RUN SOUi"rt 17 DEC;RCRS. 17 f•:7lhV ES. 07 SECONDS WEST A DISTANCE OF 72.56 F =j THV RUN SOOTH 72 DCG .CCS . 42 1411AMES . S3 SZ=1DS WEST A DISTANCE OF 120.00 FEET; ;,i - a::CS Aum 1002TH iZ DL'GPZU, 17 1- 1114UTES, 07 SECQMX EAST A DISTANCE OF 136.09 FEET 7 A ?.7 :!•"1' 09 THR SOJIi: LINE OF SAID WORTUREST ()VARIER OF 7t1a laORTHNSST QUARTER: TWENCE Rtl?1 SO:Tf11 89 DEGREES. 57 HZIMTES. 00 SECONDS BAST. ALONG TXF SAID SOMT LIES OF SAID NORTH -- ST 0 ARTPIR Or TH VORTHNSST QUARTER, A DZSTAfICr OF 367.70 FEET TO THE "Xlrr OF 890XIMI.210. i . i Ott! 3 aaAw s rs2rf► 1 IL , MM P8 MWY, R EXHIBIT "C" r wngSCta'imo;`r AISA A parcel of land lying In the Horthwesl Qasrler of section 3o. Township 40 South. Range 43 East, Palm Beach Cd„mty, Florida, being more par§cLady described as follows: Commence at the Southeast corner Of the NoMmost quarter of the Northwest quarter of said Section 30; thence bear North 88 = West atom the South 9ne of said NortMvesl quarter of the Northwest quarter a distance of 393.86 feet to the point of beginning; thence south 17 • i r or East a distance of 335.99 feet; thence North 72 East a distance of 120.00 feet; thence' South 17 East a distance of 870.00 feet to the intersection with a curve concave to the Southsast. having a radius of 725.00 feet and whose rod us point bears South 25 East; thence Westerly Wong sidd am, being the North right of way line of Village Boulevard, through a antral angle of G* 51r. a distance oI 77.39 feet to the point of reverse curvature of a am concave to the Northwest. having a radius of 825.00 feet; thence Westerly. along said curve through a central angle of 23.545 " . a distance of 250.88 feet to the point of reverse curvature of a mve concave to the Southeast. having a radius of 725.00 feel; thence. Westerly along sold curve, throng» a central angle of 15 a distance of 194.52 feet to the Easterly fight of my line of Old VDde Kqhway as described in Official Record Book 5485. Page 1729, Palm Beach County. Florkla public records; thence. North 22 West, along said Easterly rightof way 111ts. a distance of 456.37 fast to the point Of curvature of a curve concave to the Southwest, having a radius of 7679.44 feet; thence Northerly. along said curve. through a central a ngle of 3 a distance of 427.90 feet to the Inlerscclion with said South line of tits Northwest ou"Ier of the Northwest Ouarler; thence, South 89'5800" East, along said South %ne. a distance of 527.75 feet to the point of beginning. 2005 Amended Declaration of Use Agreement y „ CFN 20050441927 OR SX 18917 PG 0921 UCORM 07 /1&21W 9B:57r pmoaradby and IVrk 0 We Baeoh Com F lamm ida CjWftkPhW Tho Law H. B aaw�ttdp��NgpsKFL AA Pis 8421 g2= fl2w)�� 140 N E ArarhrN Iaasi, FL $3112 AMENDMENT TO DECLARATION OF USE AGREEMENT TM AMENDMIT TO DECLARATION OF USE AOREENIM (thk 'AmerldnranC) is mods and stared into as of the 15 L* =6 by and between the VILLAGE OF TEaLlINITA, a Florida municipst COrporSdon, Pat Office Banc 3273. Tequesta, Florida 334694M (hereinallar- called the 'Vllleps'), 'and Cornerstone Tequesta. U C ('Purcheeer 1 a Florida limited IkbW company, 2121 Ponce do Leon B V Blvd., PH. Coral Gables, Florida, 38134 and ComerNane TegL"w, LLC ('Pcucl mw Irst�fl 2'), a Florida fbnfted liability company, 2121 Panne de Leon Blvd., PH, Coral Gables. Florida, 33134 (thsretrtalisr Pca+crasar 1 and Purchaser 2. ootisc r, Vur ert owner"), fib ' . which We Village grid Cumwtt ownerwr inrkxb and bind the sucosasors and aasigrts Of the pertks, wherever the oorftd so requires or admits. Ole A �� w pp r W � k A The Village and the Cument Owner's predscesaor in tftie snImW Into that certain Decoration of Lke Agreement (`figs Agreerrann reowded at Vt C 1 46. Page 612 of the Pic Rrds eco of Palen 7 e�,b J C Beach '�`�" B. Crxrerrt Owner is the Owner of the ALS Parcel (GALS Parcel7. as n we W STIC fib► described in ExWbit. W attached to and made a part of this o%us r T ArnerWftm t, which ALS Parcel is located MM the muNcipet limb of the Village; 1Wq C. Current Ownees predsosesar in i7 le e 1 began cormiruWcn on the ALS W IO.T -ParCGL but portions of the construction wars not owq* tad and theta s)kts on the ALS Parcel a vacent building which a an eyesore to ilhe rsddsnts of and creates blight in the Wage. At* low D. Current Owner desires to develop and redevelop condominiums and/or town homes on the ALS P*t*L E. The currant Urns of the ties Agreement doss not per" "corwiructkn of the develop rant On the ALS Parcel and thus the Village and Currant Owmsr desire to modify the Use Agreennart in accordance with thk Amsndnr u t. NOW, THEREFORE. in consideration of the mutuef ptcrnises ad forth heroin, it is agreed as follows: BOOk18917 /Page921 Page 1 of 12 r ARTICLE I RECITALS The recMab ad fadh obwa are bus and correct and are incorporated herein and roads a part hereot: ARTICLE u REPREMMATUM —am Current Owner has iw rigtrt to enter info We Amendment and to bind the ALS Parcel and Its inbast in the ALS Parcel and Itself tD the terror hereof. Time are no omwwts. rsstrictiorw or nwwvations of record that will prwsnt the use of lire ALS Parcel in accordance with the tens and conditions of this Affw dnwd. No consent to execution. dahery and performance hamunder Is requbW from any parson, partner. timibed parbw cradlim. lanes. ju M or adminMmt n body, gwemrnentab cut wft or other party other than any such oonssnt which sbsady has been uncondMlonaly given or refereroosd heroin. Neither the execution of this Amwxkr nt nor ft corrararrnation of the trarmacticm conlenoplabad hereby will vtobts any restriction. court order or agrnanent to w dd Current Owner or the AL8 Pamal are subject. ARTICLE III i Article III of Use Apnernsnt b amwodsd and restated in its entirety to be as fotiQ1N�: ' "Orly oondon** nos and town homes and r miianNi nilalm to such uses shall be penilted an the ALS Parcel. The condaninwms units end town homes shall be owner oocupbd; provided, homwm, such owners shah not be predudsd from basing tlak mxbn irrum units ou by m homes. Pintwillatanding fhe foregokig, until 30 March WW, the northern portion of ft ALS Parcel currently wed to house Abzheinrer's patlente may continue to be wed In such a Mon. As of 30 March 200tI, said use stall be discontinued unless an attention Is approved by the Village Council. The foregoirg restrictions on use only attach the ALS Parcel and do not affect the Stwbv Howe Faoitity.' ARTICLE IV CONDITKM Article IV of the Lke Agaenrent is deleted M its ardrety. Book18917 /Page922 Page 2 of 12 ARflCLB v MM OF MA Amide V of the Use Aprsemmt is if we in Its anb*. CLorm t Owrur a imowledges, howmr that the propwW Is platted as au parcel and the removal of the UnKY Of TIlb krrpliss no rigtrt In Curm t Owner or irbd of the VOW tO pwmIt the subdMalon of acid parcel. Crarwrt Owner may, how, wr, marks application for subdfvi Im purauwd to the provieioru of the VAmpe COde of Ordlna wn and the Vftp Carnal OW On consi wedon to erne purw,mt to the pwbWm of the Code. Cunwvt Owner mmy► not arpue any SONY Of taw Or equity that the smaaion by the VitMge Of this MM" of the Unity of Tkb and the Up Aipawn t Is a de jure ords fade approval of the subdhdeion of the ALB parcel. Cunsrrt Owner dap enrsr inb a Hoid Ha mkm Ag wrm t In the form atledted to this Amendment as Exhibit'C' with Hoped to the VIIIWs oxmition of that agresnurit. Purchaser 3 and Purchaser 2 agree that #fs Amendment don not mftd the burdens cu rw* boon by the ALS Paroel for the be dk Of the Sle ft House Facility, Lrakdng wMmA knit dm, soom ctfa, dranage IAmeridmsr f or- any O#w oases sp oasdk* addrnsed by V* ARTK" w The legal desaiption of the Sto ft House Parcel as eat forth In Exh N 0 8' to do Use A9rmnwd Is anurbed orb m"W in its arrl * to be the bpi &mdptlon as set With on Exhbbi Ir attedred to and made a pert of #ds Amermimert. AR1lt4.ts VO OTHER THAN AS SET FORTH SPECIFLCALLY IN THE USE AGREEMENT, AS AFFECTED BY THIS AMENDMENT, PURCHASER 1 AND PURCHASER 2 AGREE THAT THIS ANT DOES NOT AFFECT THE BURDENS CURRENTLY BORN BY THE ALS PARCEL FOR THE BENEFIT OF THE STERLING HOUSE FACILITY, INCLUDING WITHOUT L IWTATION. ANY ACCESS RIGHTS, DRAINAGE RIGHTS, PARKING RIGMM OR ANY OTHER RIGHTS. WHETHER SUCH RIGHTS ARE CREATED BY PLAT OR BY WRITTEN INSTRUMENT. PURCHASER 1 AND PURCHASER 2 AGREE TO COOPERATE WITH EACH OTHER SO THAT THE PORTION OF LAND ONi ED BY PURCHASER 1 AND THE PORTION OF LAND OWNED BY PURCHASER 2 MEET ALL VILLAGE ORDINANCE REQUIREMENTS WITH RESPECT TO ANY PROPOSED USE ON SUCH LANDS. INCLUDING, WITHOUT LIMLTATiON, THE VILLAGE'S ORDINANCES WITH RESPECT TO ACCESS, DRAINAGE AND PARKING. BOOM 8917IPage923 Page . 3 of 12 - IN VVITNE88 WHEREOF, the perdes hens hs mmft ad their hands and seals ttw day arrd yew*d abaw. Sled, sealed and deliuwmd in the praswm of VIL LaGE - U ""- { VUJAGE OF TEOUESTA NN N*nw rion Moral - .tom Polk Namer - STATE OF FLORIDA COUNTY OF PALM BEACH The fovea instrument was adorrowledped halo m nw as of this IT dry of October. 2004. by m W jLW4.,f tlw Mayor of the WJ AQE OF?EWE8TA� a Florida rmarldpai corporatim on bdwfi of the oorporsdom He produced a Florida driver's tiowm as idenWmthn and he did not oft an oath. 4 SW aturs of Notary Pu6l StwM Below t i Bookl8917/Page924 Page 4 of --12 Signed, sealed and d*Arad In the praimme of: P ai6m Cornerstone TeQuesh. LLC. a Florlde limited lkAMty company Prtnt �nrm�i.. By- M3,1no., s creeps 9 = 4 :i�R BY ' Print Mv= Lon otte, s Proeld tni eLM2 3FB 2 Cornerstone To*n ta. LLC. a Florida limited wnbNlty oompeny W&RUiR p STATE OF FLORIDA COUNTY OF�tI� Thei�go� insinnment eras adcrtoarledped before rte as of the of 20Qrby g lean Wotfi, as Presklernt of M3, Mc., as a rrenaper of Cornerstone Teruesta, LLC, an behalf of such irrnfied lablky Me produced a Flodde driers licence ae idaWWon and he did not take an i of Notary ftw ,.,. b u m C&A SIM Below Bel Aa�riailn�d,,le. Book18917 /Page925 . Page 5 of 12 MC lR dmw, boo. Joke In aid no a - 6 to #6 AwmKbnnL JI AHC Puip1�,.WC. idp�p M1d p({,� STATAdR �A14Cpn1Sd�/ r 1 rrr � OOt�t1'YOi� „ 1LwIlV�c1�� d� r t+t, air -Q�O+k Irw two P m msB le� * . �fAHC � slC a Des oapp��an ~ �b d ay] p l ft p me SwmiwMWrAftdbmwW k � I A ► e ifet I Book189171Page926 Page 6 of 12 • - EXNMT "A" &A EMU A parcel of WW Iylrg In the Northwest Owner of Section 30, Twm - whip 40 South. Range 43 East. Palm Beach County, Florkh, being more parkubdy described as foNom Canna ce at the Scubm st comas of the Northwest quarter of the Northw ast quarter of said Section W. thence boar Worth 89'58'00' West along the South line of said Norttwnd quarter of the Wit quarter a didmm of 393.88 fad to the point of begirding; ilm South iT1 TOT East a distance of 336.99 fast; thence North 72'42'53 Fart a dlehaoe of 120.00 hat; thence South 1T170F East a diatom of 370.00 feat to the Irrterssetion w th a c rve concave to the SouVwsat, having a radius of 725.00 teat and whose radius point bears South 25TrW Eats thence VVeatady along said curve. being the North right of way line of ViNape Boulevard, through a cerinrl angle of 6'08'58', a distance of 77.39 feat to the point of reverse curvature of a crave concwve to the Northwest haft a radius of 825.00 feet thence Westerly, along said curve ftouM a as fa ri areal of 23 a &dsr m of 280.88 fast to the point of reverse curvature of a curve concave to the Southeast having a radius of 725.00 teat; thence. Westerly along said Curve, through a central angle of 15'2220' a dim ance cf 194.52 feet to the Easterly right of way Bne of Old i>hde Highway as describW In Official Recoils Book 5485, gags 1729. Palm Beach County, l44rida puttik records. thence, North 22'41'51 ` West, Wong amid Easterly right of way line, a d dmm of 458.37 het to the point of curvature of a curve concave to the SocAhwest, having a radius of 7879.44 feat~ thence Northerly. along said curve, through a contra" angle of 3'11W. a distance of 427.98 hat to the Intersection with said South Ins of the NorMnwa t Qwrler of the Northwest Quarter; thence South W9WW East, along said South Ira, a distance of 527.75 feed to the point of b"Inning. I Book18917fPage927 .. Page 7 of 12 EIHMU `B" LEGAL DESCRNMWN A PARCEL OF LAND LYING IN THE NORTHWEST QUARTER OF SECTION 30, TOWNSHIP 40 SOUTH, RANGE 43 EAST, PALM BEACH COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS. COMMENCE AT THE SOUTHEAST CORNER OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION 30, THENCE BEAR NORTH 99'57W WESTALONG THE SOUTH LINE OF SAID NORTHWEST QUARTER OF THE NORTHWEST QUARTER A DISTANCE OF 26.10 FEET; THENCE SOUTH 17 - OT EAST, ALONG A LINE PARALLEL WITH THE WESTERLY RIGHT-0F -WAY LINE OF U.S. HIGHWAY No. 1, AS SHOWN ON THE FLORIDA DEPARTMENT OF TRANSPORTATION RIGHT -OF4MY MAP SECTION 93040-= BEING THE BEARING BASE FOR THIS DESCRIPTION, A DISTANCE OF 153.99 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE SOUTH irmr EAST A DISTANCE OF 10-18 FEET TO THE INTERSECTION WITH THE WESTERLY EXTENSION OF THE NORTH LINE OF A PARCEL OF LAND DESCRIBED IN DEED BOOK 1097, PAGE 379, PALM BEACH COUNTY. FLORIDA, PUBLIC RECORDS: THENCE SOUTH 89 EAST, ALONG SAID EXTENSION. A DISTANCE OF 37.87 FEET; THENCE SOUTH 1 T17Vr EAST A DISTANCE OF 251.98 FEET TO THE INTERSECTION WITH THE NORTH RIGHT -0FLWAY LINE OF VILLAGE BOULEVARD. BEING A CURVE CONCAVE TO THE SOUTHEAST, HAVING A RADIUS OF 725.00 FEET AND WHOSE CENTER BEARS SOUTH 03 EAST: THENCE SOUTHWESTERLY . ALONG SAID CURVE. THROUGH A CENTRAL ANGLE OF 21 1521', A DISTANCE OF 289.98 FEET; THENCE NORTH 17'1TW' WEST A DISTANCE OF 442.56 FEET; THENCE NORTH 72 EAST A DISTANCE OF 231.00 FEET TO THE POINT OF BEGINNING AND A PARCEL OF LAND LYING IN THE NORTHWEST QUARTER OF SECTION 30, TOWNSHIP 40 SOUTH. RANGE 43 EAST, PALM BEACH COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHEAST COQ OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION 30: THENCE BEAR NORTH e9 DEGREES, 57 MINUTES, 08 SECONDS WEST, ALONG THE SOUTH LIM OF SAID NORTHWEST QUARTER OF THE NORTHWEST QUARTER. A DISTANCE OF 25.19 FEET TO THE POINT OF BEGINNING: THENCE SOUTH 17 DEGREES, 17 MINUTES, 07 SECONDS EAST, ALONG A LINE PARALLEL WITH THE WESTERLY RIGHT -OF- WAY LINE OF 1.1.8. HIGHWAY NO. 1. AS SHOWN ON THE FLORIDA DEPARTMENT OF TRANSPORTATION RIGHT-OF-WAY MAP SECTION 93040 -264 BEING THE BEARING BASE FOR THIS DESCRIPTION. A DISTANCE OF 153.09 FEET. THENCE RUN SOUTH 72 DEGREES, 42 MINUTES, 53 SECONDS WEST A DISTANCE OF 231.00 FEET; THENCE RUN SOUTH 17 DEGREES, 17 MINUTES, 07 SECONDS EASTA DISTANCE OF 72.58 FEET: THENCE RUN SOUTH 72 DEGREES. 42 Book18917/Page928 Page 8 of 12 MINUTES. 53 SECONDS WEST A DISTANCE OF 120.00 FEET: THENCE RUN NORTH 17 DEGREES. 17 MINUTES. 07 SECONDS WEST A DISTANCE OF 336.10 FEET TO A POINT ON THE SOUTH LINE OF SAID NORTHWEST QUARTER OF THE NORTHWEST QUARTER: THENCE RUN SOUTH 89 DEGREES, 57 MINUTES. 08 SECONDS EAST. ALONG THE SAID SOUTH LINE OF BALD NORTHWEST QUARTER OF THE NORTHWEST QUARTER. A DISTANCE OF 367.70 FEET TO THE POINT OF BEGINNING. I i i BOOM 8917/Page929 Page 9 of 12 E3*ft V Hold ElarMWs Agreement PAM byawmakwia; X �f iR �sSok Empft Ift LAW NET"IL Sak PA Ago R 33132 MOLD HARMIIJ= AG REEMENT TM MOLD HAIMUM AA T (the •A ) is made os of 15 May 2005, by Cornerstorw Teq n*W LLC, a j it NabW company Cpuxd %w 1'), and Comeratone Te*no* LLC, a Ftatda &n"d Nabiply comPWW ('Puxciner r and cofedirely wNh Purchaser 1, 'Owe wre), in fmw of the VNlpe of Tequesta, a nxx*Ipal corporsdon of Qe State of Florida CVibpe'y. A. to that mm 106 Dscd a l � hm entered into an Amerml wnt ('An'r wKbwnr) by the Amw4mw% #0 allse AWmnwt (*OrlgkW Use AgreeffieW and as moditd Agreement') simUh rwoudy wdh Ownses mmoution of this AprOw nerrt. The Amendment wpt be recorded in the pubic records of PNrn Beech Boost 1 � 012 of anent was recorded in O(Ndat Records a HM irmles S. V* entered into tie Aram ndnwe aubject is execution by Owrwr of Agreement. hive tonne of witch hall the VBps harmless from any loss suAsred by Owmm or their Raeum and awns from ttw kw6 ty of the Owners to obtain a subdkWm of the ALS Pared (as get term Is dslinsd In the Affambf rr). HO: DOUMM in oonWwg*m of the mck* sd Forth above and other good and vaiwbie consideration, the receipt and wAFc racy of whfch are hereby l- -I_ - -1, Owner agrees as fokm - 1 The reciWs sd forth above are true, corned and are inowporatsd heroin by reference N if setIorth herein. 2. no Himmlem Far ao lap as Owners own their respeoNre pardons of the ALS Parcel. Owners hereby save, dafsnd and hold the VMS@ harrnlses *=n (0 any love suffered or could be suf &W by Owners *am the kmd ty of Owmm W subdAride the ALS Parval M accordance wM aN appNcatrle taws; and Many loss suffered by the Vfte by *aeon that a ttrtnd Pert argues the the W1"e should not hove exeartsd the Amerrdrnerd because of is knowledge of the Owners WwW die to their reepetgwe Pardon of " AW Parcel. Owrwrs malwowledw and agree that the risk of properly subidWidirp rertwins cn Owners end. the WISP may trait the owners in coruwc6on wm arty wbdivlelon or replalft apPlkallon ss it the Mite was urwware and could rat have been aware of the Owners tal ft We to their nap Wn pardons of Nhe ALS Parcel. 3. Book18917 /Page930 Page 10 of 12 a- 2=#M The hold harrnfea pr +s of Mb Agnsmsrrt shaft run with the AI.S Parcel and oM*m In AAfaroe and Wsd UM MOMIUm of a when nrNase on bdog d the VftW. b. 9MMirn I w This Agnemsnt wM be gmwned by and omwusd in MAN tos with the W" d the Stab of i= loricla. C. tMOMMOnknnifts The ward or phrase appearing at the mnme =nm t of mod *% or subsec ftw are induded only as a guide to the oorrW is thsrsd and an rat to be oonstrued a =*a& . errla roV or rang the farquage or nrewft of the text. The use of the word %-wk W in this Agreement shall be by way Of example NOW than by knhmdvn. d Suamem md AmMm Thrs Agnemsnt shat be bindirp upon Owawr and their h&s, axooLmm. sucosomm and assigns. dilo cattabud Unka wpm* stated to the omtwy in this A arty rights or remedies urrderrbby moon of Oft Aqmmem an +xry Oft itypa as a am Party bwwki ry or odwwie. (cwWcnd on rmd paps) i I Book189171Page931 Page 11 of 12 W NXRA°$S *VMSWW. fft AWomawd was maculed by Owner an the day and yeertirst abowe wrMw Sipnad, sealed and d* med In the prwenm of* PURCKASER 1 Corns oRm Taqueata, LEC, a nn Florida lb Ma el NmbRy oompmy t� s Print By. M3,1 Or • AIM ds Leon 1. Woffa, its Pr+eMdsrd PURCHABER 2 Comwdwo Tequssta. LLC, s Florida Wnftd Nabil ty compwiy By. M3, Inc ' f Print Now STATE OF FLORIDA COUNTY OF MIAMI DADS The k agoli kwkun e d wee adanowlsdped before nee es of ft n Mey 2M. by Leon Vftft, as President of M3, Ina., as a mamw at Cor Tequssk% LLC, an b~ of such MnW ksbft company produosd a Florida ddvaes NoerNe es kknW dlon and he did not tstae an oath. Yaseais ' i d o Ndsry en�P bw M, ••�.. r„C i. AM • r° Book1 B917 /Page932 Page 12 of 12 EXHIBIT "A" LEGAL DESCRIPTION ALS PARCEL A parcel of land tying in the Northwest Quarter of Section 30, Township 40 South, Range 43 East, Palm Beach County, Florida, being more particularly described as follows. Commence at the Southeast corner of the Northwest quarter of the Northwest quarter of said Section 30; thence bear North 89 °58'00' West along the South line of said Northwest quarter of the Northwest quarter a distance of 393.86 feet to the point of beginning; thence South 17 °17'07" East a distance of 335.99 feet; thence North 72 °42'53' East a distance of 120.00 feet; thence South 17 °17'07" East a distance of 370.00 feet to the Intersection with a curve concave to the Southeast, having a radius of 725.00 feet and whose radius point trans South 25 °07'29' East; thence Westerly along sold curve, being the North right of way line of Village Boulevard, through a central angle of 6 9 08'58', a distance of 77.39 feet to the point of reverse curvature of a curve concave to the Northwest, having a radius of 625.00 feet; thence Westerly, along said curve through a central angel of 23'54'55", a distance of 260.88 feet to the point of reverse curvature of a curve concave to the Southeast, having a radius of 725.00 feet; thence, Westerly along said curve, through a central angle of 15'2220" a distance of 194.52 feet to the Easterly right of way line of Old Dixie Highway as described In Official Records Book 5485, Page 1729, Palm Beach County, Florida public records; thence, North 22 0 41'51' West, along salt Easterly right of way line, a distance of 456.37 feet to the point of curvature of a curve concave to the Southwest, having a radius of 7679.44 feet; thence Northerly, along said curve, through a central angle of 3 °11'35, a distance of 427.98 feet to the Intersection with said South fine of the Northwest Quarter of the Northwest Quarter, thence South 89 "58'00" East, along said South tine, a distance of 527.75 feet to the point of beginning. Book18917 /Page927 Page 7 of 12 EXHIBIT "B" LEGAL DESCRIPTIQti STERLING HOUSE PARCEL A PARCEL OF LAND LYING IN THE NORTHWEST QUARTER OF SECTION 30, TOWNSHIP 40 SOUTH, RANGE 43 EAST. PALM BEACH COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHEAST CORNER OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION 30, THENCE BEAR NORTH 89 °57'08" WEST ALONG THE SOUTH LINE OF SAID NORTHWEST QUARTER OF THE NORTHWEST QUARTER A DISTANCE OF 26.19 FEET; THENCE SOUTH 17 0 17'07' EAST, ALONG A LINE PARALLEL WITH THE WESTERLY RIGHT-OF-WAY LINE OF U.S. HIGHWAY NO. 1, AS SHOWN ON THE FLORIDA DEPARTMENT OF TRANSPORTATION RIGHT-OF-WAY MAP SECTION 93040 -2503, BEING THE BEARING BASE FOR THIS DESCRIPTION, A DISTANCE OF 163.99 FEET TO THE POINT OF BEGINNING; THENCE CONTINUE SOUTH 17 °17'07" EAST A DISTANCE OF 192.16 FEET TO THE INTERSECTION WITH THE WESTERLY EXTENSION OF THE NORTH LINE OF A PARCEL OF LAND DESCRIBED IN DEED BOOK 1097, PAGE 379, PALM BEACH COUNTY, FLORIDA, PUBLIC RECORDS; THENCE SOUTH 89 °4322' EAST, ALONG SAID EXTENSION, A DISTANCE OF 37.87 FEET; THENCE SOUTH 17 °17'07' EAST A DISTANCE OF 251.98 FEET TO THE INTERSECTION WITH THE NORTH RIGHT -OF -WAY LINE OF VILLAGE BOULEVARD, BEING A CURVE CONCAVE TO THE SOUTHEAST, HAVING A RADIUS OF 725.00 FEET AND WHOSE CENTER BEARS SOUTH 03 °52'08' EAST; THENCE SOUTHWESTERLY, ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 21 6 15'21", A DISTANCE OF 268.96 FEET; THENCE NORTH 17 °17'07' WEST A DISTANCE OF 442.56 FEET; THENCE NORTH 72 °4253' EAST A DISTANCE OF 231.00 FEET TO THE POINT OF BEGINNING AND A PARCEL OF LAND LYING IN THE NORTHWEST QUARTER OF SECTION 30, TOWNSHIP 40 SOUTH, RANGE 43 EAST, PALM BEACH COUNTY, FLORIDA, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCE AT THE SOUTHEAST CORNER OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION 30; THENCE BEAR NORTH 89 DEGREES, 57 MINUTES, 08 SECONDS WEST, ALONG THE SOUTH LINE OF SAID NORTHWEST QUARTER OF THE NORTHWEST QUARTER, A DISTANCE OF 26.19 FEET TO THE POINT OF BEGINNING; THENCE SOUTH 17 DEGREES, 17 MINUTES, 07 SECONDS EAST, ALONG A LINE PARALLEL WITH THE WESTERLY RIGHT -OF- WAY LINE OF U.S. HIGHWAY NO. 1, AS SHOWN ON THE FLORIDA DEPARTMENT OF TRANSPORTATION RIGHT -OF -WAY MAP SECTION 93040 -2503, BEING THE BEARING BASE FOR THIS DESCRIPTION, A DISTANCE OF 153.99 FEET; THENCE RUN SOUTH 72 DEGREES, 42 MINUTES, 53 SECONDS WEST A DISTANCE OF 231.00 FEET; THENCE RUN SOUTH 17 DEGREES, 17 MINUTES, 07 SECONDS EAST A DISTANCE OF 72.56 FEET; THENCE RUN SOUTH 72 DEGREES, 42 Bookl89171Page928 Page 8 of 12 MINUTES, 53 SECONDS WEST A DISTANCE OF 120.00 FEET; THENCE RUN NORTH 17 DEGREES, 17 MINUTES, 07 SECONDS WEST A DISTANCE OF 335.10 FEET TO A POINT ON THE SOUTH LINE OF SAID NORTHWEST QUARTER OF THE NORTHWEST QUARTER; THENCE RUN SOUTH 89 DEGREES, 57 MINUTES, 08 SECONDS EAST, ALONG THE SAID SOUTH LINE OF SAID NORTHWEST QUARTER OF THE NORTHWEST QUARTER, A DISTANCE OF 367.70 FEET TO THE POINT OF BEGINNING. i Book18917 /Page929 Page 9 of 12