HomeMy WebLinkAboutAgreement_General_11/04/2010 i
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 T DECLARATION F E
N O C ONO USE GREE NT (the
"Second Amendment ") is made and entered into as of the 4 day of 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 Tequesta Holdings
LLC, a Delaware limited liability company (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."
I
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 Tequesta Holdings LLC,
in the presence of: a Delaware limited liability company
�C/ GGv► By:
Printed Name:
Print Name:
4
STATE OF ��
COUNTY OF 0-\u.wv
The foregoing instrument was acknowledged before me this 2 - 1 day of
2010, by \c t T as U:-e- of
GMH T & ,,, l,t ., a � �, c.:M�� �'` ' , on behalf of the cerperQtiQn,
who is personally known to me or presented QA Q. K , (. ;w, as
identification.
M
C
DELAWARE NEWTON TY
My Commi
Notary Public
My Commission Expires: {Notary Seal}
5
VILLAGE OF TEQUESTA,
A Florida municipal corporation
By:
Printed Name f �,p 2 '�C� Patricia Watkins, Mayor
fed Na
ATTEST:
�)6u maj Uzz
Village Clerk
STATE OF F106
COUNTY OF A. t3ea
The foregoing insom ent was acknowledged before me thk `( day of
w
2010, by POd- 0. :l<i n 5 as Mayor of the VILLAGE OF TEQUESTA, a
Florida municipal corporation, on behalf of the corporation, who i personally k n o wn to me or
presented as identification.
61.x. !YA &,D
Notary Public
My Commission Expires:`' �' °'' �' "t" "ems
*: {x Commission It 7987 -91 }N ary Seal}
911 EX098 Octc#ber 18, 2 0 1 2
Bmdad Thru Troy Fain insu once 8(40386.7019
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
Printed Name:
Eric W. Hoagiund
Assistant Secretary
Printed Name: U Iie�
STATE OF �✓� s �<v s �/
COUNTY OF
The foregoing instrument was acknowledged before me this / day day of DcTorS� /c' ,
2010, by as ALS
North America, Inc., a Delaware corporation, on behalf of the corporation, who is personal
known to me or presented as identification.
Notary Public
My Commission Expires is pe►'rvl �v► `�- {Not { :..M� '%
NOTAp
PLIC
F: \DOCS \LWS \GMH - Transitions Tequesta \Second Amendment to Declaration of Use Agreement LWS (2) 10 -27-
1 O.doc
7
EXHIBIT "A"
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 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 M17'07" 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 bears South 25 °07'29' East; thence Westerly along
said curve, being the North right of way line of Village Boulevard, through a central angle
of 6 9 06'58° a distance of 77.39 feet to the po o int of reverse curvature f 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 9 alon said curve , 9 an through a central le of 15 °22'20" a distance of 194.62 feet
$
to the Easterly right of way line of Old Dixie Highway as described in Official Records
Hook 5485, Page 1729, Palm Beach County, Florida public records; thence, North
22 0 41'51' West, along said 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 0 11'35% a distance of
427.98 feet to the Intersectlon with said South line of the Northwest Quarter of the
Northwest Quarter; thence South 89 9 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"
LEGAL DESCRIPTI0tj
STERLING HOUSE PA1tCEL
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 °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 0 43'22' 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 -0F -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 0 52'08' EAST; THENCE SOUTHWESTERLY,
ALONG SAID CURVE, THROUGH A CENTRAL ANGLE OF 21 °1621', A DISTANCE
OF 268.96 FEET; THENCE NORTH 17 °17'07" WEST A DISTANCE OF 442.56 FEET;
THENCE NORTH 72 °42'53' 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 DISTANCE OF 72.56 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 UT LINE O D E O H
A POINT ON THE SOUTH N F SAID NORTHWEST QUARTER F 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 387.70 FEET TO THE POINT OF
BEGINNING.
I
Dook18917IPage929 Page 9 of 12
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 HARMLI SS AGREEMENT (the "Agreement") is made and entered into
as of the ST day of 04Mi, 2010 by GMH TEQUESTA HOLDINGS LLC a Delaware
limited liability company (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. Headin sg /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 parry 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 TEQUESTA HOLDINGS LLC
in the presence o£ a Delaware limited liability company
Printed Niune: � /C a ki M v
i � A
Printed Name: frt
STATE OF
COUNTY OF
The foregoing instrument was acknowledged before me this / day of �,e,2,,,k4 ,
2010, by as /'ita""6"� of
GMH - 7�7o corp!rMi n, on behalf of the corporation,
who is p rsonally kno to me or presented as
identification.
Notary Public
My Commission Expires: {Notary Seal}
COMMONWEALTH OF PEN'V,!!,YLV,
NOTARIAL SEAL
THERESA M. MILLER, Notary Public
Newtown Twp., Delaware County
My Comm ission Expires vluiy 20, 2013
G:\DOCS \LWS \GMH - Transitions Tequesta\Hold Harmless Agreement.docx
3
CFN 20100428402
OR BK 24188 PG 0525
RECORDED 11/10 /2010 15:09 :09
This Instrument Prepared By Palo Beach County, Florida
And Return To: Sharon R . Bock, CLERK i COMPTROLLER
A e LLnce W. Smith, Esq. Pga 0525 - 537; (13pgo )
Dytrych & Ryan, P.A.
S. Highway One, Suite 402
1 � - M —P ! "m Beach, FL 33408
;L! 6 % %
C�r ,
SECOND AMENDMENT TO
DECLARATION OF USE AGREEMENT
THIS SE� p AMENDMENT TO DECLARATION OF USE GREE NT (the
"Second Amendme is made and entered into as of the 4 day of , 2010 by
and between the E OF TEQUESTA, a Florida municipal corporation, P.O. Box
3273, Tequesta, Flori 9 (hereinafter called the "Village "), and GMH Tequesta Holdings
LLC, a Delaware limit lriility company (hereinafter called "GMH "), which terms Village
and GMH will include an the successors and assigns of the parties, wherever the context
so requires or admits.
a r
RECITALS
A. CRE Pro erties, rr -1
Prop Florida corporation, ( "CRE ") is the owner of certain
property in Teques rida. The Village and CRE's predecessors in title
entered into that cerW eclaration of Use Agreement ("Use Agreement ")
t �1 l
recorded at Official Ro GIs, Book 10846, Page 612, of the Public Records of
Palm Beach County, Florida, a 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;
Book24188/Page525 Page 1 of 13
E. The current terms of the Use Agreement do not permit a substance abuse facility �j as a use on the ALS Parcel, and thus the Village and GMH desire to modify the
r Use Agreement in accordance with this Second Amendment;
� N�
fol s ,
THEREFORE, in consideration of the mutual promises set forth herein, it is agreed as
T)
C V. o K CITALS
recitals set forth above are true and correct and are incorporated herein and made
hereof.
2. REISENTATIONS OF OWNERSHIP
GMHective as of the closing of the purchase and sale, will have full right to enter
into this emend Amendment and to bind the ALS Parcel and its interest in the ALS
Parcel an (pelf to the terms hereof. There ate no covenants, restrictions or
reservation 7* ord that will prevent the use of the ALS Parcel in accordance with
the terms an& lditions of this Second Amendment. No consent to execution,
delivery hereunder will be re uired from an ry and q y person, partner,
limited partner, ad }tor, investor, judicial or administrative body, governmental
authority or oth ` �' other than any such consent which already has been
unconditionally giv referenced herein. Neither the execution of this Second
Amendment nor the cpaummation of the transactions contemplated hereby will
violate any restriction, Corder 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
Book24188/Page526 Page 2 of 13
4. CONDITIONS DELETED
The First Amendment deleted Article IV, "Conditions ", which remains deleted
ru
herein.
0
5 UNITY OF TITLE; ZONING
i.% Lrticle V of the Use Agreement relating to a Unity of Title was deleted in its entirety
,CN the First Amendment. GMH acknowledges, however, that the property is platted
_ ne parcel and the removal of the Unity of Tide implies no right in GMH or intent
Village to permit the subdivision of said parcel or to amend the Village's codes
s , aSJQ permit a Treatment Facility. GMH may, however, make application for
sub"ion and code amendments pursuant to the provisions of the Village Code of
Ordirs and the Village Council shall give consideration to same pursuant to the
provis ns of the Code. GMH may not argue any theory of law or equity that the
executio s' the Village of the prior release of the Unity of Title and the Use
Agreemeri amended, is a de jure or de facto approval of the subdivision of the
ALS P roval of a high -end substance abuse facility thereon. GMH shall
enter into a w & Harmless Agreement in the form attached to this Second
Amendment 3MBIT "C" with respect to the Village's execution of this Second
Amendment. G -agrees that this Second Amendment does not affect the burdens
currently borne b K E ALS Parcel for the benefit of the property described as the
"Sterling House Fa� �—In the Use Agreement and as more particularly described on
Exhibit "B" ( "Sterling se Facility" or "Sterling House Parcel'), including without
limitation, access rie. ainage rights, parking rights or any other rights unless
specifically addressed by Amendment.
6. LEGAL DESCRIPTION"'IftERLING 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 KB" 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
Book24188/Page527 Page 3 of 13
(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.
NO EFFECT ON STERLING HOUSE FACILITY
\�-" " Other than as set forth specifically in the Use Agreement, as affected by this Second
j endment, GMH agrees that this Second Amendment does not affect the burdens
� Iy borne by the ALS Parcel for the benefit of the Sterling House Facility,
ding without limitation, any access rights, drainage rights, parking rights or any
rights, whether such rights are created by Plat or by written instrument.
9. CO 4NT AND JOINDER OF ALS NORTH AMERICA, INC.;
REP �- NTATION OF OWNERSHIP
Qir
ALS Novi -,e merica, Inc., a Delaware corporation, ( "North America") as owner of
the Sterlin e F use Facility, executes this Second Amendment to consent to and join
in this Se ' Andment. North America's predecessor and its successors and
assigns, as o `bf the Sterling House Facility, were given rights in said Use
Agreement as a� �d Party beneficiary to enforce the terms thereof.
10. ESC OW''.
This Second Amendmen�t as been executed by North America and, at the request of
GMH, by the Village. l�i� Second Amendment shall be held in escrow by the
Village Attorney, Corbel White, pursuant to the terms of a separate Escrow
Agreement, until such tim_ MH completes the purchase of the ALS Parcel from
CRE, at which time the V`il , ttorney will record this Second Amendment in the
Public Records of Palm BeacTi 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 Tequesta Holdings LLC,
in the presence of a Delaware limited liability company
By:
Printed Name:
V.ar' 0(vQ
PfintM Name:
4
Book24188 /Page528 Page 4 of 13
STATE OF
O TY OF
Tl
. going instrument was acknowledged before me this 7-1 day of
2016A " � -t
T kt ejti as U ,, �sst :� � of
GMH �, LL W. a �rluww. (.:,� ;. V 41�
4�, 4 , on behalf of the cperatian,
Who is nally known to me or presented PA n.,..�. (;wu e ` ~0 as
identifica
*VTOM W.! DEL C
rr camm�,p Expru i
Notary Public
My Commission Expire��v {Notary Seal}
- ma c
5
Book24188 /Page529 Page 5 of 13
VILLAGE OF TEQUESTA,
A Florida municipal corporation
By:
Printe a 2 ?- - U Patricia Watkins, Mayor
ted N 441A !
Z-
ATTEST:
Village Clerk ='" J
STATE OF Or 1 CdQ
COUNTY OF I OA BAI
The foregoing ins ent was ackng d before me this 1 day of �m��'
2010, by P&A WOE. V411S �=- as Mayor of the VILLAGE OF TEQUESTA, a
Florida municipal corporation, on behalf of the corporation, who i personally kn own to me or
presented as identification.
Notary Public
My Commission Expires: L00 MmlliamS CMWior, D6 {N Seal}
Ezp�s 4cRober 18.12
eo�d nm ra ve �. aooasmre
6
Book24188 /Page530 Page 6 of 13
4 NORTH AMERICA, INC., a Delaware corporation, as current owner of the Sterling House
, hereby joins in and consents to this Second Amendment.
ALS NORTH AMERICA, INC.,
a Delaware corporation
By.
rint d Name:` 1 CC)
Eric W. Hoaglund
AAA Assistant Secretary
Printed Name: u ✓
STATE OF
COUNTY OF n'r�rwrur�'
The fore oin instrument was ac
g � xgedged before me this oZj day of
2010, by e /?" C G,/, W,5 6z u L as 4ss ALS
North America, Inc., a Delaware cF s On, on behalf of the corporation, who is personal
known to me or presented Q-- as identification.
Notary Public
My Commission Expires- i;; perfv" C41 {No z 4
F : \DOCS \LWS \GMH - Transitions Tequesta \Second Amendment to Deotaration of Use Agreement LWS (2) 10-27 -
10.doc
7
Book24188 /Page531 Page 7 of 13
EXHIBIT "A"
LEGAL DESCRIPTION
X%0 ALS PARCEL
A p al of land lying in the Northwest Quarter of Section 30, Township 40 South, Range
'i, Palm Beach County, Florida, being more particularly described as follows:
j MInn in — he Southeast corner of the Northwest quarter of the Northwest quarter of
; thence bear North W58'00" West Wong the South line of said
ter of the Northwest quarter a distance of 393.86 feet to the point of
ce South 17 °17'07" East a distance of 335.8 9 feet; thence North
distance of 120.00 feet; thence South 17 °17'07" East a distance of
370.00 feet Intersection with a curve concave o the Southeast, having a radius of
725.00 feet a whose rafts point bears South 25 East; thence Westerly along
said curve, bei North right of way line of Village Boulevard, through a central angle
of 6 °08'58', a d of 77.39 feet to the point of reverse curvature of a curve concave
to the Northwest, a radius of 825.00 feet; thence Westerly, along said curve
through a central a a 23'S4'55% a distance of 280.88 feet to the point of reverse
curvature of a curve to the Southeast, having a radius of 725.00 feet; thence,
Westerly along said c ".ugh a central angle of 15'22'20" o'distance of 194.62 feet
to the Easterly right of lof old Dixie Highway as described In Official Records
Book 5485, Page 1728, ch County, Florida public records; thence, North
22 °41'51' West, along sat right of way line, a fe
distance of 456.37 et to the
point of curvature of a curve e to the Southwest, having a radius of 7679.44 feet;
thence Northerly, along sold to a central angle of 3 a distance of
427.98 feet to the Intersection id South line of the Northwest Quarter of the
Northwest Quarter; thence South '00' East, along said South line, a distance of
527.75 feet to the point of beginn[r�
Book24188 /Page532 Page 8 of 13
EXHIBIT "Bn
LEGAL DESCRUMOt j
TE
9 UNG L
R HOU8E PAR��
t '�'-PA.RCEL OF LAND LYING IN THE NORTHWEST QUARTER OF SECTION 30,
SHIP 40 SOUTH, RANGE 43 EAST, PALM BEACH COUNTY, FLORIDA, BEING
PARTICULARLY DESCRIBED AS FOLLOWS:
r
CO CE AT THE SOUTHEAST CORNER OF THE NORTHWEST QUARTER OF
THE HWE3T QUARTER OF SAID SECTION 3b, THENCE BEAR NORTH
89 °57_; T ALONG THE SOUTH LINE OF SAiD NORTHWEST QUARTER OF
THEN ST QUARTER A DISTANCE OF 26.18 FEET; THENCE SOUTH
17 °17'07 , ALONG A LINE PARALLEL WITH THE WESTERLY RIGHT -OF -WAY
LINE OF U. HWAY NO. 7, AS SHOWN ON THE FLORIDA DEPARTMENT OF
TRANSPO RIGHT-OF-WAY MAP SECTION 93040 -2583, BEING THE
BEARING BA FOR THIS DESCRIPTION, A DISTANCE OF 153.99 FEET TO THE
POINT OF BE ; THENCE CONTINUE SOUTH 17 0 17'07" EAST A DISTANCE
OF 192.16 FEET _ E INTERSECTION WITH THE WESTERLY EXTENSION OF
THE NORTH UNE ARCEL OF LAND DESCRIBED IN DEED BOOK 1097.
PAGE 379, PALM B COUNTY, FLORIDA, PUBLIC RECORDS; THENCE SOUTH
89 °4372 EAST, AL O tb EXTENSION, A DISTANCE OF 37.87 FEET; THENCE
SOUTH 17 °17'07" EAS31STANCE OF 251.98 FEET TO THE INTERSECTION
WITH THE NORTH RIG �IIfAY LINE OF VILLAGE BOULEVARD, BEING A
CURVE CONCAVE TO EAST, HAVING A RADIUS OF 725.00 FEET AND
WHOSE CENTER SEARS 03 EAST; THENCE SOUTHWESTERLY,
ALONG SAID CURVE, THRO G �b CENTRAL ANGLE OF 21 °15'21 ", A DISTANCE
OF 268.96 FEET; THENCE NOI`T�ti'17 °17'07" WEST A DISTANCE OF 442.56 FEET;
THENCE NORTH 72 °4253' EAST��IctOSTANCE 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 DISTANCE OF 72.58 FEET; THENCE RUN SOUTH 72 DEGREES, 42
Book241881Page533 Page 9 of 13
MINUTES, SECONDS WEST A DISTANCE OF120d FEET, THENCE RUN
NORTH 17 DEGREES, 17 MINUTES, 0 SECONDS WEST A DISTANCE OF3 61
F � TO A POINT ON THE SOH LINE OF SAID NORTHWEST QUARTER OF THE
OR�aT QUARTER; T ENce R N SOUTH B DEGREES. 57 MINUTES, 0
_ } SECONDS EAST, AL 0NG THE SAID SOUTH LINE OF SAID NORTHWEST QUARK
\ �i� THE NORTHWEST QUARTER, * DISTANCE OF 367.70 FEET TO THE POINT OF
AGkmNO
�
�o
v«�
p w
�>
� 2
� a!
. �
� o
�
BOOk24188/P §ge534 Page 10 Of 13
This Instrument Prepared By
And Return To:
Lawrence W. Smith, Esq.
t G Dytrych & Ryan, P.A.
1, Highway One, Suite 402
N �alm Beach, FL 33408
� EX MIT "C"
,� HOLD HARMLESS AGREEMENT
THIS H %`)HARMLESS AGREEMENT (the "Agreement's is made and entered into
as of the ST O&9i, 2010 by GMH TEQUESTA HOLDINGS LLC a Delaware
limited liability co my (hereinafter called "GMH'), in favor of the Village of Tequesta, a
municipal corporation - State of Florida ( "Village ").
RECITALS
A. GMH and *illage have entered into a Second Amendment ("Second
Amendment') ' certain Declaration of Use Agreement ('Original Use
Agreement') 'ch was previously modified by the Amendment to
Declaration of Use Agivement ( "First Amendment") simultaneously with GMH's
execution of this A" ent. The Second Amendment will be recorded in the
Public Records of Parr` _each County, Florida ( "Records "). The Original Use
Agreement was recordP fficial Records Book 10846, Page 612, of the Public
Records of Palm Beach C - may, 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
Book24188/Page535 Page 11 of 13
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
C ��,illage harmless from (i) any loss suffered or could be suffered by GMH from the
� 4bility of GMH to subdivide the ALS Parcel in accordance with all applicable laws
.m the inability of GMH to use the ALS Parcel as a substance abuse facility; and
(il f(7,! loss suffered by the Village by reason that a third party argues that the Village
shoot have executed the Second Amendment because of its knowledge of GMH
taking Jk to the ALS Parcel. GMH acknowledges and agrees that the risk of
properly viding and use of the property remains on GMH and the Village may
treat G connection with any subdivision or replatting application or application
for use as w ce abuse facility as if the Village was unaware and could not have
been aware o taking title to the ALS Parcel.
3. MISCELLANE
A. Duration The h - dVrmless provisions of this Agreement shall run with the ALS
Parcel and continue ill force and effect until execution of a written release on
behalf of the Villag r _` ` X
B. Governing Law Tk�ement shall be governed by and construed in
accordance with the laws, o _ 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.
z
Book24188 /Page536 Page 12 of 13
IN WITNESS WHEREOF, the undersigned, has hereunto set its hand and seal the day and year
first above written.
S d. sealed and delivered -GMH TEQUESTA HOLDINGS LLC
resence of a Delaware limited liability company
O
B
Printed N -- X. rs N N
1
PAnte5 Name:
STATE OF l
COUNTY OF ' ?'
The foregoing instrument ed before me this day of ,
g g , r; y —x
2010, by - 3'o— o as jlzc Ak j, d ' of
GMH
co q mw ion, on behalf of the corporation,
who is p rsonally know1f to me Wr presented as
7
identification.��
Notary Public
My Commission Expires: {Notary Seal)
COMMONWEALTH OF PENNSYLVANIA
NOTARIAL SEAL
THERESA M. MILLER, Notary Public
Newtown Twp., Delaware County
a ._ July Cc nnnission Expires July 20, 2013
G ADOCS MMGMH - Transitions TequestaWold Harmless Agrementdom
3
Book24188 /Page537 Page 13 of 13