Loading...
HomeMy WebLinkAbout2013-009 Windermere Senior Living, LLC - All Sports Living ProjectRESOLUTION NO. 2013 -009 of the FLORIDA: CITY COMMISSION OF THE CITY OF OCOEE, FLORIDA A RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A MEMORANDUM OF AGREEMENT WITH WINDERMERE SENIOR LIVING, LLC, A FLORIDA LIMITED LIABILITY COMPANY (THE 'BORROWER "); EXPRESSING THE INTENT OF THE CITY COMMISSION TO PROCEED WITH THE FINANCING OF ALL OR PART OF THE QUALIFYING COSTS OF A CAPITAL PROJECT FOR THE ACQUISITION, CONSTRUCTION AND EQUIPPING OF CERTAIN SENIOR LIVING FACILITIES TO BE LOCATED IN THE CITY OF OCOEE, FLORIDA (THE "CITY "), TO BE OWNED AND OPERATED BY THE BORROWER, FROM THE PROCEEDS OF THE ISSUANCE AND SALE OF SENIOR LIVING FACILITIES REVENUE BONDS (ALLSPORTS SENIOR LIVING PROJECT), IN ONE OR MORE TAX - EXEMPT OR TAXABLE SERIES, IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $35,000,000; PROVIDING THAT SAID BONDS SHALL NOT CONSTITUTE A GENERAL DEBT OR LIABILITY OF THE CITY OR A DEBT, LIABILITY OR OBLIGATION OF ORANGE COUNTY, FLORIDA OR OF THE STATE OF FLORIDA OR ANY POLITICAL SUBDIVISION THEREOF, BUT SHALL BE PAYABLE SOLELY FROM THE REVENUES HEREIN PROVIDED; APPOINTING BOND COUNSEL FOR THE CITY; APPROVING THE ISSUANCE OF THE BONDS FOR PURPOSES OF SECTION 147(f) OF THE INTERNAL REVENUE CODE; AND PROVIDING AN EFFECTIVE DATE. BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF OCOEE, SECTION 1. AUTHORITY FOR THIS RESOLUTION. This Resolution is adopted pursuant to the provisions of Chapter 159, Part II, Florida Statutes, as amended, and other applicable laws. declared that: SECTION 2. FINDINGS. It is hereby found, ascertained, determined and A. The City of Ocoee, Florida (the "City ") is an incorporated municipality of the State of Florida, is a "local agency" as defined in the Florida Industrial Development Financing Act, Chapter 159, Part II, Florida Statutes, as amended (the "Act "), and is duly authorized and empowered by the Act to provide for the issuance of and to issue and sell its revenue bonds for the purpose of financing all or any part of the "cost" of any "project," including any "health care facility" (as such terms are defined in the Act), in order to promote and foster the economic growth and development of the City, of Orange County, Florida (the "County "), and of the State of Florida (the "State "), to enhance and expand industry and other economic activity in the City, the County and the State, and to increase purchasing power and opportunities for gainful employment, to improve living conditions and to advance and improve the prosperity and the welfare of the City, the County and the State and its inhabitants, to foster the industrial and business development of the City, the County and the State, and to otherwise provide for and contribute to the health, safety and welfare of the people of the City, the County and the State. B. Windermere Senior Living, LLC, a Florida limited liability company (the "Borrower "), has requested that the City Commission (the "Commission ") of the City take preliminary official action expressing the City's intention, upon the Borrower meeting certain mandatory prerequisites, to issue and sell its Senior Living Facilities Revenue Bonds (AllSports Senior Living Project), in one or more tax - exempt or taxable series, in an aggregate principal amount not to exceed $35,000,000 (the "Bonds "), in order to (i) finance the acquisition, construction, installation and equipping of senior living facilities which will contain approximately 72 assisted living units, approximately 48 memory support units, and related common areas, consisting of the acquisition of approximately 6.74 acres of land, the construction of a three -story building containing approximately 116,000 square feet, and the acquisition and installation of related facilities, fixtures, furnishings and equipment, to be located at 11801 Roberson Road, Winter Garden, Florida 34787, in the City of Ocoee, Orange County, Florida, and to be owned by the Borrower and managed by LivingVentures Management, LLC, a Florida limited liability company, (ii) pay capitalized interest, if any, on the Bonds, (iii) fund debt service reserves, if any, for the Bonds and (iv) pay certain costs of issuance relating to the Bonds (collectively, the "Project "). The Bonds, if issued, will not be a general debt or liability of the City or a debt, liability or other obligation of the County, the State, or any political subdivision thereof, but shall be payable solely from the proceeds derived from the repayment of the related loan or loans, or from the other security pledged therefore. C. The Borrower has requested that the City enter into a loan or other financing agreement between the City and the Borrower (the "Financing Agreement "), whereby the Borrower will be unconditionally obligated to operate, repair and maintain the Project, to make payments sufficient to pay the debt service on the Bonds and to indemnify the City and pay all other costs incurred by the City in connection with the financing and the acquisition, construction, installation and administration of the Project, which are not paid out of proceeds of the Bonds or otherwise. It is expected that the interest on the Bonds which are to be issued as tax - exempt bonds will be excluded from gross income for federal income tax purposes tinder the laws of the United States of America. D. A public hearing on the Borrower's application has been duly held on this day by the Commission, upon public notice published in a newspaper of general circulation in 2 the City which was published not less than 14 days prior to this scheduled date for such public hearing. A copy of the publisher's affidavit in proof of publication of such notice is attached hereto as Exhibit A . At said hearing members of the public were afforded reasonable opportunity to be heard on all matters pertaining to the location and nature of the proposed Project and to the issuance of the Bonds, and upon consideration of the information furnished by the Borrower and other available information, including the information and views presented at such public hearing, the Commission has made the following findings and determinations: (1) The Project will constitute a capital project for a "health care facility" and a "project" within the meaning of the Act. The costs of the Project to be paid from proceeds of the Bonds will be "costs" of a "project" within the meaning of the Act. (2) The Project will serve a paramount public purpose by: promoting and fostering the economic growth and development of the City, the County and the State; enhancing and expanding industry and other economic activity in the City, the County and the State; increasing purchasing power and opportunities for gainful employment; improving living conditions and to advance and improve the prosperity and the welfare of the City, the County and the State and its inhabitants; fostering the industrial and business development of the City, the County and the State; and otherwise providing for and contributing to the health, safety and welfare of the people of the City, the County and the State. (3) It is proposed that the City and the Borrower enter into a memorandum of agreement in the form attached hereto as Exhibit B (the "Memorandum of Agreement "), providing, among other things, for the Bonds to be issued and sold upon the terms and conditions hereof and thereof; for the use and application of the proceeds of sale of the Bonds to pay all or any part of the "cost" (as defined in the Act) of the Project, to the extent of such proceeds; for a loan or other financing agreement between the City and the Borrower, whereby the Borrower will be unconditionally obligated to operate, repair and maintain the Project at no expense to the City, to make payments sufficient in the aggregate to pay all of the principal of and interest and redemption premiums, if any, on the Bonds, and to indemnify the City and pay all other costs incurred by the City in connection with the financing, acquisition, construction, installation and administration of the Project which are not paid out of the Bond proceeds or otherwise; and for such other financing agreements, indentures, and related agreements as shall be necessary or appropriate. (4) The purposes of the Act will be more effectively served if, and it is necessary and desirable and in the best interest of the City that, the Memorandum of Agreement be executed and delivered by and on behalf of the City. (5) The Commission is the elected legislative body of the City and has jurisdiction over the area in which the Project will be located. 3 SECTION 3. PRELIMINARY APPROVAL. This Resolution is adopted to provide an expression of intention by the City, prior to the issuance of the Bonds, to issue and sell the Bonds and make the proceeds thereof available to finance all or a part of the qualifying costs of the Project, including the costs of issuing the Bonds, all in accordance with and subject to the provisions of the Constitution and other laws of the State of Florida, including the Act and this Resolution, but subject in all respects to the City being satisfied that the Project complies with the criteria and requirements enumerated in Section 159.29 of the Act and the terms, conditions, placement criteria, proof of feasibility and limitations contained in a subsequent resolution of the City (the "Details Resolution "), compliance with such terms, conditions and limitations to be determined by the City in its sole discretion. This Resolution is not a binding commitment by the City to issue the Bonds and nothing herein is intended, or shall be deemed, to obligate the City to issue the Bonds. SECTION 4. AUTHORIZATION OF BONDS; SCOPE OF APPROVAL. The Bonds are hereby authorized to be issued by the City, if so requested by the Borrower and subject to the conditions set forth in this Resolution, the Memorandum of Agreement and the Details Resolution, in one or more series of such revenue bonds in an aggregate principal amount not to exceed $35,000,000 for the purpose of financing all or a part of the qualifying costs of the Project as described herein, including the costs of issuing the Bonds. The rate or rates of interest payable on the Bonds shall not exceed the maximum rate permitted by law. It is expressly stated and agreed that the adoption of this Resolution is not a guaranty, express or implied, that the City shall approve the issuance of the Bonds for the Project, but is solely an expression of the intent of the City to do so if the conditions referred to in this Resolution, the Memorandum of Agreement and the Details Resolution are satisfied to the satisfaction of the City. The Borrower shall hold the City and its past, present and future City Commission members, officers, staff, attorneys, financial advisors and employees harmless from any liability or claim based upon the failure of the City to close the transaction and issue the Bonds or any other cause of action arising from the adoption of this Resolution, the processing of the financing for the Project, or the issuance of the Bonds. Furthermore, the authorization provided herein and any approval by the City of the issuance of the Bonds to finance the Project pursuant hereto shall not be construed as (i) an endorsement of the general creditworthiness of the Borrower or the financial viability of the Project; (ii) a recommendation to any prospective purchaser to purchase the Bonds; (iii) an evaluation of the likelihood of the repayment of the debt service on the Bonds; or (iv) approval of any necessary rezoning applications or approval or acquiescence to the alteration of existing zoning or land use nor approval for any other regulatory permits relating to the Project, and the City shall not be construed by reason of its adoption of this Resolution or any approval by the City pursuant hereto, to make any such endorsement, finding or recommendation or to have waived any right of the City or to have estopped the City from asserting any rights or responsibilities it may have in such regard. 4 The City hereby appoints Bryant Miller Olive P.A. to act as Bond Counsel to the City in connection with the issuance of the Bonds. Fees and costs of the City's Bond Counsel shall be the responsibility of the Borrower. SECTION 5. LIMITED OBLIGATIONS OF THE CITY. The Bonds and the premium, if any, and the interest thereon shall not be deemed to constitute a general debt, liability or obligation of the City, the County or the State or any political subdivision thereof, or a pledge of the faith and credit of the City, the County or the State or any political subdivision thereof, but shall be payable solely from the revenues and other security provided therefor pursuant to the Financing Agreement with the Borrower, and the City is not obligated to pay the Bonds, the premium, if any, or the interest thereon except from such sources and neither the faith and credit of the City, nor the faith and credit or taxing power of the County, the State or any political subdivision thereof is pledged the payment of the principal of, premium, if any, or interest on the Bonds. SECTION 6. AUTHORIZATION OF MEMORANDUM OF AGREEMENT. The execution and delivery of a Memorandum of Agreement between the City and the Borrower, substantially in the form attached hereto as Exhibit B, is hereby authorized and approved. The form of the Memorandum of Agreement is hereby approved, subject to such changes, insertions, deletions and filling of blanks therein as may be approved by the officers of the City executing the same, such execution to be conclusive evidence of such approval. The Mayor of the City is hereby authorized and directed, in the name and on behalf of the City, to execute and deliver said Memorandum of Agreement, and the City Clerk or Deputy City Clerk of the City is hereby authorized and directed to attest the same and to affix thereto the official seal of the City. SECTION 7. VALIDATION. The Bonds shall not be required to be validated pursuant to Chapter 75, Florida Statutes, as amended; provided, however, that if required by the City's counsel or bond counsel, the Bonds may be validated and in such event the City's counsel and bond counsel are hereby authorized, at the expense of the Borrower, to prepare and file validation proceedings on behalf of the City and to take any and all action as City's counsel may deem necessary or desirable for the validation of the Bonds. SECTION 8. APPROVAL OF BONDS FOR PURPOSES OF SECTION 147(f) OF THE INTERNAL REVENUE CODE; ALLOCATION OF PRIVATE ACTIVITY BOND LIMITATION. The Commission hereby approves the issuance of the Bonds for purposes of Section 147(f) of the Code. The City approves the filing of a request for an allocation of the state volume limitation imposed on private activity bonds under Section 146 of the Code, pursuant to and in accordance with the provisions of- Chapter 159, Part VI, Florida Statutes, as amended (the "Florida Private Activity Bond Allocation Act "). The City hereby authorizes and directs the Mayor, counsel to the City and the bond counsel, either alone or jointly, at the expense of the Borrower, to file such request and to seek such allocation for the issuance of the Bonds in accordance with the provisions of the Florida Private Activity Bond Allocation Act. 5 SECTION 9. PRIORITY. Nothing herein shall be deemed to restrict the City or the State of Florida or any agency or political subdivision thereof in determining the order or priority of the issuance of bonds by the City or to require the City to give the Bonds priority as to the time of issuance over any other bonds previously or subsequently approved by the City for issuance, and such prioritization by the City could result in the inability of the City to issue the Bonds. SECTION 10. EXPRESSION OF INTENT; COSTS. This Resolution constitutes a declaration of the official intent of the City, within the contemplation of Section 1.150 -2 of the Income Tax Regulations promulgated by the Department of the Treasury, to permit the Borrower to use proceeds of the Bonds to reimburse itself for planning, design, legal any other costs and expenses, including, without limitation, the cost of acquiring real estate, originally paid by the Borrower in connection with acquisition, construction and equipping of the Project with funds other than proceeds of the Bonds prior to the issuance of the Bonds (the "Advanced Funds "). All of the expenditures initially to be made with the Advanced Funds and then to be reimbursed by the Borrower from proceeds of the Bonds will be for costs of a type properly chargeable to the capital account of the Project under general income tax principles, nonrecurring working capital expenditures (of a type not customarily payable from current revenues), or costs of issuing the Bonds. Other than any preliminary expenditures for architectural, engineering, surveying, soil testing, costs of issuing the Bonds or similar purposes that may have been paid more than sixty days prior to the date of this Resolution, no expenditures to be reimbursed have been paid more than sixty days earlier than the date of this Resolution. All costs of the issuance of the Bonds shall be the responsibility of the Borrower, including, but not limited to the City's counsel and Bond Counsel. The Borrower shall pay the City a $5,000 up front application fee for the preliminary costs and the time expended by City staff for the application and processing. SECTION 11. REPEALING CLAUSE. All resolutions or orders and parts thereof in conflict herewith, to the extent of such conflict, are hereby superseded and repealed. SECTION 12. EFFECTIVE DATE. This resolution shall take effect immediately. [Remainder of page intentionally left blank] 6 PASSED AND ADOPTED this L- day of June, 2013. ATTEST: low, W1 - jl I 0 4 % "X-M - � L 9 T14- " (SEAL) FOR USE AND RELIANCE ONLY BY THE CITY OF OCOEE, FLORIDA; APPROVED AS TO FORM AND LEGALITY this M day of ! 2013. SHUFFIELD LOWMAN & WILSON P.A. By: i C ne APPROVED: CITY OF OCOEE, FLORIDA S. Scott Vandergrift, Mayor Y APPROVED BY THE OCOEE CITY COMMISSION ON THE ABOVE DATE UNDER AGENDA ITEM NO. EXHIBIT A Proof of Publication of Notice of Public Hearing Exhibit A NOTICE OF PUBLIC HEARING BY CITY COMMISSION OF CITY OF OCOEE, FLORIDA NOTICE is hereby given that a public hearing pursuant to Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code "), will be held by the City Commission (the "Commission ") of the City of Ocoee, Florida (the "City "), at its regular meeting on Tuesday, June 18, 2013, beginning at 7:15 p.m., local time, in the Ocoee City Commission Chambers, City Hall, 150 N. Lakeshore Drive, Ocoee, Florida. The public hearing will be held for the purpose of considering the proposed issuance by the City of its Senior Living Facilities Revenue Bonds (AllSports Senior Living Project), Series 2013, in an aggregate principal amount not to exceed $35,000,000 (the "Bonds "), to obtain fields for a loan or loans by the City to Windermere Senior Living, LLC, a Florida limited liability company ( "Borrower "), in an aggregate principal amount equal to the principal amount of the Bonds, in order to (i) finance the acquisition, construction, installation and equipping of senior living facilities containing approximately 72 assisted living units, approximately 48 memory support units, and related common areas, consisting of the acquisition of approximately 6.74 acres of land, the construction of a three -story building containing approximately 116,000 square feet, and the acquisition and installation of related facilities, fixtures, furnishings and equipment, to be located at 11801 Roberson Road, Winter Garden, Florida 34787, in the City of Ocoee, Orange County, Florida, and to be owned by the Borrower and managed by LivingVentures Management, LLC, a Florida limited liability company, (ii) pay capitalized interest, if any, on the Bonds, (iii) fund debt service reserves, if any, for the Bonds and (iv) pay certain costs of issuance relating to the Bonds (collectively, the "Project "). The public hearing is required by Section 147(f) of the Code. Any person interested in the proposed issuance by the City of the Bonds or the location or nature of the Project may appear and be heard. Subsequent to the public hearing, the Commission will consider whether to approve the Bonds, as required by Section 147(f) of the Code. The public hearing will be conducted in a manner that provides a reasonable opportunity to be heard for persons with differing views on the location or nature of the Project or the issuance of the Bonds. Any person desiring to be heard on this matter is requested to attend the public hearing or send a representative. Written comments may be submitted to the Commission by mailing the written comments to Ocoee City Hall, City Clerk's Office, 150 N. Lakeshore Drive, Ocoee, Florida 34761. Further information relating to this matter is available for inspection and copying during regular business hours at the City Clerk's Office at City Hall, 150 N. Lakeshore Drive, Ocoee, Florida 34761. Comments made at the hearing are for the consideration of the Commission, and will not bind any legal action to be taken by the Commission in connection with its consideration and approval of the financing and the issuance by the City of the Bonds. PLEASE NOTE: IN ACCORDANCE WITH FLORIDA STATUTES 286.0105: IF ANY PERSON DECIDES TO APPEAL ANY DECISION WITH RESPECT TO ANY 4812 - 7448 - 9619.4 SUCH MATTER CONSIDERED AT SUCH HEARING, SUCH PERSON WILL NEED A RECORD OF THE PROCEEDINGS, AND FOR SUCH PURPOSE, SUCH PERSON MAY NEED TO ENSURE THAT A VERBATIM RECORD OF THE PROCEEDINGS IS MADE, WHICH RECORD INCLUDES THE TESTIMONY AND EVIDENCE UPON WHICH THE APPEAL 1S TO BE BASED. ALSO, IN ACCORDANCE WITH FLORIDA STATUTES 286.26: PERSONS WITH DISABILITIES NEEDING ASSISTANCE TO PARTICIPATE IN ANY OF THESE PROCEEDINGS SHOULD CONTACT THE OFFICE OF THE CITY CLERK, 150 N. LAKESHORE DRIVE, OCOEE, FLORIDA 34761, (407) 905 -3105 48 HOURS IN ADVANCE OF SUCH PROCEEDINGS. CITY COMMISSION OF THE CITY OF OCOEE, FLORIDA 4812- 7448 - 9619.4 FOLEY FOLEY & LARDNER LLP May 29, 2013 City of Ocoee Attn: Mr. Robert Frank, City Manager Attn: Mr. Scott Cookson, City Attorney 150 N. Lakeshore Drive Ocoee, FL 34761 ATTORNEYS AT LAW ONE INDEPENDENT DRIVE, SUITE 1300 JACKSONVILLE, FL 322025017 904.359.2000 TEL 904.359.8700 FAX www.foley.com Re: Proposed City of Ocoee, Florida Senior Living Facilities Revenue Bonds (A11Sports Senior Living Project), in a Principal Amount Not to Exceed $35,000,000 Ladies and Gentlemen: We are acting as bond counsel in connection with the proposed issuance of the above - referenced bonds (the "Bonds "). We have reviewed a copy of the Industrial Development Revenue Bond Application submitted to the City of Ocoee, Florida (the "City ") by Windermere Senior Living, LLC (the `Borrower "). We prepared the proposed resolution of the City Commission of the City and the proposed Memorandum of Agreement between the City and the Borrower accompanying this letter. Following approval of the proposed financing by the City Commission of the City and upon completion of the contemplated financing documents, certifications of various factual matters and expectations, and closing of the issuance and sale of the Bonds in accordance with applicable requirements of law, including, to the extent applicable, federal income tax laws, we expect to deliver our customary bond approving opinion to the effect that the Bonds are validly issued and to the effect that the interest on the Bonds to be issued as tax - exempt bonds is excludable from gross income of the holder for federal income tax purposes. The Bonds will require an allocation of the statewide private activity bond volume limitation. Very truly yours, O kP Z BOSTON JACKSONVILLE MILWAUKEE SAN DIEGO SILICON VALLEY BRUSSELS LOS ANGELES NEW YORK SAN DIEGO /DEL MAR TALLAHASSEE CHICAGO MADISON ORLANDO SAN FRANCISCO TAMPA DETROIT MIAMI SACRAMENTO SHANGHAI TOKYO WASHINGTON, D.C. 4824 - 6818- 4852.1 Co py py OO U Q Co. ve d ise men �1hol$ rail in the pranf ffecyg Date FuNished and Media Name THURSDAY, JUNE 6_ 2013 El — _ Orlando Sentlnel NOTICE - OF PUBLIC HEABINO BY GIYY" - - COMMISSION OF CITY OF OCOEE. H0fi10A FAAM NOTICE is hereby given that a public hearing pursuant to Section 1 17(1) of the Internal Revenue Code of 1906, - .s amended (the "Code "), will be held by the City Commission (the "Commis- sion') of the City of Ocoee, Florida the "City "), of its regular nrceling on -1(e Tuesday, June 10, 2013, beginning of 7:15 Pon local time, in the Ocoee City Commission Chambers, City Hall, 150 N. Lakeshore Drive, Ocoee, Florida. The public hearing will be held for the suon the Ctyrof proposed its Senior Living Facilities Revenue Bonds (AI15porls Senior Living Project), Series 2013, in on aggregate principal amount not to exceed $35,000,000 (the "Bonds "), to obtain funds for a loan or loans by the City to Windermere Senior Living, LLC, a Florida limited liability com- pany ( "Borrower'), in an aggregate principal amount equal to the princi- pal amount of the Bonds, in order to (i) finance the acquisition, conslruc- lion, installation and equipping of sen- ior living facilities containing approxi- mately 72 assisted living units, ap- proximately 40 memory support units, and related common areas, consisling of the acquisition of approximately 6 7 acres of land, the construction of a three -story building containing ap- proximately 116,000 square feel, and the acquisition and installation of re- lated facilities, fixtures, furnishings and equipment, to be located at 11001 Roberson Road, Winter Garden, Flori- da 34707, in the City of Ocoee, Orange County, Florida, and to be owned by the Borrower and managed by Living - Ventures Management, LLC, a Florida limited liability company, (it) pay capitalized interest, if any, on the Bonds, if fund debt service re- serves, f any, for the Bonds and (iv) pay certain costs of issuance relating to the Bonds (collectively, the "Proj- ect"). The public hearing is required by Sec- tion 147(f1 of the Code. Any person in- ter ested 1n the proposed issuance by the City of the Bonds or the location or nature of the Project may appear and be heard. Subsequent to the public hearing, the Commission will consider whether to approve the Bonds, as re- quired by Section 147(f) of the Code. The public hearing will be conducted in a manner that provides ❑ reosom able opportunity to be heard for per- sons with differing views on the loca- tion or nature of the Project or the is- suance of the Bonds. Any person desir- ing to be heard on this matter is requested to attend the public hearing or send a representative. Written com- ments may be submitted to the Com- mission by mailing the written com- menls to Ocoee City Hall, City Clerk's Office, 150 N. Lakeshore Drive, Ocoee, Florida 34761. Further information relating to this matter is available for inspection and copying during regular business hours at the City Clerk's Office at City Hall, 150 N. Lakeshore Drive, Ocoee, Flori- da 34761. Comments mode of the hearing are for the consideration of the Commis- sion, and will not bind any legal action to be taken by the Commission in con- nection with its consideration and ap- ance by th City of Bonnds. issu- Beth Eikenberry, City Clerk O L 51241161 06106/2013 Orlando Sentine City Of Ocoee 150 N Lakeshore Drive OCOEE, FL 34761 -0000 Before the undersigned authority personally appeared Pam L. Davis /Tamela Vargas /Deborah M. Toney, who on oath says that s /he is the Legal Advertising Representative of Orlando Sentinel, a daily newspaper.. published in Orange County, Florida; that the attached copy of advertisement, being a Public Hearing in the matter of June 18, 2013 at 7:15 PM in the Orange County _, was published in said newspaper in the issue(s); of 06/06/13 Affiant further says that the said Orlando Sentinel is a newspaper published in said Orange County, Florida, and that the said newspaper has heretofore been continuously published in said Orange County, Florida, each week day and has been entered as second -class mail matter at the post office in said Orange County, Florida, for a period of one year next preceding the first publication of the attached copy of advertisement; and affiant further says that s/he has neither paid nor promised any person, firm or corporation any discount, rebate, commission or refund for the purpose of securing this advertisement for publication in the said newspaper. , The foregoing instrument was acknowledged before me this C� day of June, 2013, Pam L. Davis /Tamela Vargas /Deborah M. on y, who is personally known to me and who did take an oath. 1 A Ox C ao1 Zees K 1 CONEY .._� STATE OF FLO RMA Comm* DD Expires 'd1hW2013 1241161 NOTICE OF 110111 HEARING 8Y CITY COMMISSION OF CITY OF OCOEF, FLORIDA NOTICE is hereby given that a public hearing pursuant to Section 147(f) of the Internal Revenue Code of 1986, as amended "C"), will be held by the City Commi ssi ade on (Ihe "Commis- sion') of the City of Ocoee, Florida (the "City' ), at its regular meeting on Tuesday, June 10, 2013, beginning at 7:15 p.m., local time, in the Ocoee City Commission Chambers, City Hall, 150 N. Lakeshore Drive, Ocoee, Florida. The public hearing will be held for the purpose of considering the proposed is- suance by the City of its Senior Living Facilities Revenue Bands (AIISports Senior Living Project) Series 2013, in an aggregate principa amount not to exceed $35,000,000 (the "Bonds "), to obtain funds for a loan or loans by the City to Windermere Senior Living, LLC, a Florida limited liability com- pany ( "Borrower "), in an aggregate principal amount equal to the princi- pal amount of the Bonds, in order to (i) finance the acquisition, construc- tion installation and equipping of Sen- ior living facilities containing approxi- mately 72 assisted living units, OP- proximately 48 memory support units, and related common areas, consisting of the acquisition of approximately 6.74 acres of land, the construction of a three -story building containing ap- proximately 116,000 square feet, and the acquisition and installation of re- lated facilities, fixtures, furnishings and equipment, to be located at 11801 Roberson Road, Winter Garden, Flori- da 34787, in the City of Ocoee, Orange County, Florida, and to be owned by the Borrower and managed by Living - Ventures Management, LLC, a Florida limited liability company, 00 Pay capitalized interest, if any, on the Bonds, (iii) fund debt service re- serves, if any, for the Bonds and (iv) pay certain costs of issuance relating to the Bonds (collectively, the "Proj- ect"). The public hearing is required by Sec- tion 147(f) of the Code. Any Person in- terested in the proposed issuance by the City of the Bonds or the location or nature of the Project may appear and be heard. Subsequent to the public hearing, the Commission will consider whether to approve the Bonds, as re- quired by Section 147(f) of the Code. The public hearing will be conducted in a manner that provides a reason- able opportunity to be heard for per- sons with differing views on the loca- tion or nature of the Project or the is- suance of the Bonds. Any person desir- ing to be heard on this matter is requested to attend the public hearing or send a representative. Written com- ments may be submitted to the Com- mission by mailing the written com- ments to Ocoee City Hall, City Clerk's Office, 150 N. Lakeshore Drive, Ocoee, Florida 3476) Further information relating to this matter is available for inspection and cop ng during regular business hours at The Clty Clerk's Office at City Hall, 150 N. Lakeshore Drive, Ocoee, Flori- da 34761. Comments made at the hearing are for the consideration of the Commis- sion, and will not bind any legal action to be taken by e Commission n con- nection with its consideration and OP- ance by the City financing Bonds. issu- ALSO, IN ACCORDANCE WITH FLORIDA STATUTES 206.26: PER- SONS WITH DISABILITIES NEED- ING ASSISTANCE TO PARTICIPATE IN ANY OF THESE PROCEEDINGS SHOULD CONTACT THE OFFICE OF THE CITY CLERK, 150 N. LAKE - SHORE DRIVE, OCOEE, FLORIDA 34761, (407) 905 -3105 48 HOURS IN AD- VANE OF SUCH PROCEEDINGS, CITY COMMISSION OF THE CITY OF OCOEE, FLORIDA. Beth Eikenberry, City Clerk OLS1241161 06/06/2013 EXHIBIT B Form of Memorandum of Agreement Exhibit B MEMORANDUM OF AGREEMENT This MEMORANDUM OF AGREEMENT is by and between the CITY OF OCOEE, FLORIDA, an incorporated municipality of the State of Florida (the "City "), and WINDERMERE SENIOR LIVING, LLC, a Florida limited liability company (the "Borrower "). 1. Preliminary Statement. Among the matters of mutual inducement and reliance which have resulted in the execution of this Memorandum of Agreement are the following: (a) The City is an incorporated municipality of the State of Florida and is a "local agency' as defined in the Florida Industrial Development Financing Act, Chapter 159, Part II, Florida Statutes, as amended (the "Act "), and as such is duly authorized and empowered to provide for the issuance of and to issue and sell its revenue bonds for the purpose of financing all or any part of the "cost" of any "project," including any "health care facility" (as provided by and defined in the Act). (b) The Borrower proposes that the City issue and sell its Senior Living Facilities Revenue Bonds (AllSports Senior Living Project), in one or more tax - exempt or taxable series, in an aggregate principal amount not to exceed $35,000,000 (the "Bonds "), in order to make a loan to the Borrower to (i) finance the acquisition, construction, installation and equipping of approximately 72 assisted living units, approximately 48 memory support units and related common areas, consisting of the acquisition of approximately 6.74 acres of land, the construction of a three -story building containing approximately 116,000 square feet, and the acquisition and installation of related facilities, fixtures, furnishings and equipment, to be located at 11801 Roberson Road, Winter Garden, Florida 34787, in the City of Ocoee, Orange County, Florida, and to be owned by the Borrower and managed by LivingVentures Management, LLC, a Florida limited liability company, (ii) pay capitalized interest, if any, on the Bonds, (iii) fund debt service reserves, if any, for the Bonds and (iv) pay certain costs of issuance relating to the Bonds (collectively, the "Project "). The Bonds, if issued, will not be a general debt or liability of the City or a debt, liability or other obligation of Orange County, Florida (the "County "), the State of Florida (the "State ") or any political subdivision of the State, but shall be payable solely from the proceeds derived from the repayment of the related loan or loans, or from the other security pledged therefore. (c) The Borrower represents that the Project constitutes a capital project for a "health care facility" and a "project" within the meaning of the Act; and that the Project will provide employment in the City and the State by creating more than 100 full -time jobs during the construction of the Project and, following the completion of the Project and issuance of certificates of occupancy, creating approximately 65 permanent jobs. The Borrower represents that the Project will also result in an increase in the City's ad valorem tax base. (d) The Borrower proposes that the City express its intention to issue the Bonds for the purpose of financing all or a part of the "cost" (as defined in the Act) of the Project. It is expected that the interest on the Bonds to be issued as tax - exempt bonds will be excluded from 1 gross income for federal income tax purposes under the laws of the United States of America, including, without limitation, the Internal Revenue Code of 1986, as amended (the "Code "). (e) The Borrower proposes that the City and the Borrower enter into a loan or other financing agreement or agreements, whereby the Borrower will be unconditionally obligated to operate, repair and maintain the Project, to make payments sufficient to pay the debt service on the Bonds and to indemnify and pay all other costs incurred by the City in connection with the financing and the acquisition, construction, installation and administration of the Project, which are not paid out of the Bond proceeds or otherwise. (f) The City Commission (the "Commission "), by resolution (the "Preliminary Resolution ") duly passed and adopted on June [181, 2013, has made certain findings and determinations and has duly approved and authorized the execution and delivery of this Memorandum of Agreement. (g) The Preliminary Resolution was adopted by the Commission to provide an expression of intention by the City, prior to the issuance of the Bonds, to issue and sell the Bonds and make the proceeds thereof available to finance all or a part of the qualifying costs of the Project, including the cost of issuing the Bonds, all in accordance with and subject to the provisions of the Constitution and other laws of the State of Florida, including the Act and the Preliminary Resolution, but subject in all respects to the City being satisfied that the Project complies with the criteria and requirements enumerated in Section 159.29, Florida Statutes and the terms, conditions and limitations contained in a subsequent resolution of the City (the "Details Resolution "), compliance with such terms, conditions and limitations to be determined by the City in its sole discretion. Neither the Preliminary Resolution nor this Memorandum of Agreement is a binding commitment by the City to issue the Bonds and nothing in the Preliminary Resolution or in this Memorandum of Agreement is intended, or shall be deemed, to obligate the City to issue the Bonds. (h) This Memorandum of Agreement is entered into to permit the Borrower to proceed with commitments for the Project and to incur costs in connection with various phases of the Project (including the costs of the acquisition, construction, installation and equipping of the Project and related expenses), to provide a declaration of official intent by the City to reimburse certain capital expenditures in connection with the Project which will be paid by the Borrower prior to the issuance of the Bonds (the "Temporary Advances ") in accordance with Treasury Regulation § 1.150 -2 under the Code and an expression of intention by the City, prior to the issuance of the Bonds, to issue and sell the Bonds and make the proceeds thereof available to finance all or a part of the cost of the Project, to the extent of such proceeds, all in accordance with and subject to the provisions of the Constitution, other laws of the State (including, without limitation, the Act), the Code and this Memorandum of Agreement. (i) The Borrower represents that, as of the date hereof, it expects to be reimbursed for any Temporary Advances with proceeds of the Bonds loaned by the City to the Borrower, such reimbursement from the proceeds of the Bonds to occur not later than 18 months after the later of 2 (a) the date the Temporary Advance is paid or (b) the date the Project is placed in service or abandoned, but in no event more than three years after the Temporary Advance is paid. The Borrower represents that each Temporary Advance will be a cost of the Project of a type that is properly chargeable to a capital account (or would be so chargeable with a proper election or with the application of the definition of "placed in service" in Treasury Department Regulation Section 1.150 -2(c) under the Code) under general federal income tax principles. 2. Intentions on the Part of the City. Pursuant to, in accordance with and subject to the limitations of the Constitution, other laws of the State of Florida (including, without limitation, the Act), and the Code, and upon the conditions stated in the Preliminary Resolution, the Details Resolution or in this Memorandum of Agreement, the City intends as follows: (a) The City will cooperate with the Borrower and its agents in the Borrower's efforts to find one or more credit enhancers or purchasers for the Bonds, and if purchase arrangements satisfactory to the City and the Borrower can be made by the Borrower and its agents and if the Borrower meets all of the prerequisites established by the City for the issuance of the Bonds, the City will authorize the issuance and sale of the Bonds, and will use its reasonable efforts to issue and sell the Bonds, all upon such terms and conditions as shall be approved by the Borrower and the City and authorized by law; , heieevei that in the event and duf ing the time iR which the Bonds afe not fated in ene of the three highest rating eateger-ies by at least one nationally r-eeagnized efedit fating ageney, the City will appfeve the sale of the Bonds only in cause +1i„ Bends to b ,OFF,, fe d f sa t th g a l ,-. /,,,-.l the Bonds e th ra in (b) The City will, at the proper time and subject in all respects to the prior advice, consent and approval of the Borrower, adopt such proceedings and authorize the execution of such documents as may be necessary and advisable for the authorization, sale and issuance of the Bonds, the acquisition, construction and installation of the Project and the financing of the Project, all as shall be provided for or permitted by the Code, the Act, and the Florida Private Activity Bond Allocation Act, Chapter 159, Part VI, Florida Statutes, and as mutually satisfactory to the City and the Borrower. The Bonds are to be issued under a trust indenture between the City and a trust company, bank or other qualified trustee having trust powers (which shall be qualified to serve as trustee under such indenture, under all applicable laws, and be designated by the Borrower with the approval of the City), as Trustee, pursuant to which the Trustee shall receive and disburse the proceeds from the sale of Bonds, collect payments from the Borrower under the financing agreements and enforce its obligations under the financing agreements. The Bonds shall not be deemed to constitute a debt, liability or obligation, or a pledge of the faith and credit or taxing power, of the City, the County or of the State or of any political subdivision thereof, but the Bonds shall be payable solely from the revenues and proceeds to be derived by the City from the sale, operation or leasing of the Project, including payments received under the financing agreements. The Bonds shall be issued in such aggregate principal amount, shall bear interest at such rate or rates, shall be payable at such times and places, shall be in such forms and denominations, shall be sold in such manner, at such price and at such time or times, shall have 3 such provisions for redemption, shall be executed, and shall be secured by the obligations of the Borrower, as hereafter may be requested by the Borrower and determined or provided for by the City, all on terms complying with the Code and the Act and mutually satisfactory to the City and the Borrower. (c) The interest on the Bonds to be issued as tax - exempt bonds shall be excluded from gross income for federal income tax purposes, as determined on the basis of an opinion of bond counsel approved by the City. (d) THE CITY MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE PROJECT OR THE CONDITION THEREOF, OR THAT THE PROJECT WILL BE SUITABLE FOR THE PURPOSES OR THE NEEDS OF THE BORROWER. THE CITY MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, THAT THE BORROWER WILL HAVE QUIET OR PEACEFUL POSSESSION OF THE PROJECT THE CITY MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE MERCHANTABILITY, CONDITION OR WORKMANSHIP OF ANY PART OF THE PROJECT OR ITS SUITABILITY FOR THE BORROWER'S PURPOSES. 3. Agreements of the Borrower. Subject to the conditions stated in the Preliminary Resolution, the Details Resolution or in this Memorandum of Agreement, the Borrower agrees as follows: (a) If the Borrower proceeds with the Project, the Borrower hereby acknowledges and accepts that the Borrower shall be solely responsible for the acquisition, construction and equipping of the Project, it being understood and agreed that the Borrower shall provide all services incident to the construction and equipping of the Project (including, without limitation, the preparation of plans, specifications and contract documents, the award of contracts, the inspection and supervision of work performed, the employment of engineers, architects, building and other contractors) and that the Borrower shall pay all costs of the Development, subject to reimbursement by the City upon the issuance and sale of the Bonds, from and to the extent of the available proceeds thereof, as permitted by applicable State law and federal tax law, and the use and application of such proceeds as provided above. The City shall have no responsibility for the provision of the aforesaid services. The Borrower agrees that to the extent that the proceeds derived from the sale of the Bonds are not sufficient to complete the Project, the Borrower, as the owner of the Project, will be responsible for supplying all additional funds which are necessary for the completion of the Project. Notwithstanding the foregoing, the parties acknowledge that the Borrower shall have no obligation to construct the Project unless the Bonds are issued as contemplated hereby. (b) Subject to the provisions and limitations contained in this Memorandum of Agreement, the Borrower will make arrangements for the sale of the Bonds and shall be responsible for compliance with all applicable securities laws, including any disclosure obligations, in connection with the offering and sale thereof. Ll (c) Contemporaneously with the delivery of the Bonds, the Borrower will enter into the financing agreements and such other agreements and related documents as shall be necessary or appropriate so that the Borrower will be obligated to operate, maintain and repair the Project at its own expense, to pay for the account of the City sums sufficient in the aggregate to pay all of the principal of and interest and redemption premiums, if any, on the Bonds when and as the same shall become due and payable, and to pay all other costs incurred by the City in connection with the financing of the acquisition, construction, equipping and administration of the Project which are not paid out of Bond proceeds or otherwise. (d) The Borrower agrees to indemnify, defend and hold harmless the City, its City Commission members and staff and its agents against any and all liability, loss, costs, expenses, charges, claims, damages and attorney's fees and expenses of whatever kind or nature, which the City, its City Commission members or Staff or its agents may incur or sustain by reason or consequence of the relationships existing between the City and the Borrower with respect to the execution, delivery or performance of this Memorandum of Agreement, the consideration, processing or analysis of the proposed financing, the authorization, offering, issuance or sale of the Bonds, or the acquisition, construction or operation of the Project; provided, however, that the Borrower shall not be required to indemnify for a party's gross negligence or willful misconduct. The Borrower releases the City, the City Commission members and officers of the City and the agents, attorneys and employees of the City from any liability, loss, cost, expense, charge, claim, damage and reasonable attorney's fees and expenses which may result from the failure of the Authority to issue the Bonds regardless of the reason therefor. 4. General Provisions. (a) The Borrower may engage the services of an underwriter or financial consultant or adviser and the services of bond counsel or other legal counsel in connection with the offering and sale of the Bonds; provided, however, that the City shall have no liability for the payment of any such firm's compensation or expenses if the Bonds are not sold and issued, and if the Bonds are sold and issued, the City shall be liable for the payment thereof only out of the proceeds of the sale of the Bonds. (b) The Borrower agrees to pay the City's actual out -of- pocket costs and expenses in connection with the transactions contemplated hereby (including Financial Advisor Issuer's Counsel and Bond Counsel fees and ex enses as described below), whether or not the Bonds are issued and sold, provided that if the Bonds are issued and sold, such fee and costs and expenses may be reimbursed out of the proceeds of the sale of the Bonds. The Citv may submit interim invoices to the Borrower for pavment prior to the issuance of the Bonds and may withhold — � - - - approvals, or condition approv relating t the Project on the Borrower bein current with the City with res ect to its aiid expenses.. (c) FirstSouthwest shall -- _serve as financial adv_isur to the it ( "Financial Advisor "� Shuffield, Lowan & Wilson, P.A. shall serve as counsel to the City ( "Issuer's Counsel "), and Bryant Miller Olive P.A. shall serve as bond counsel to the City ( "Bond Counsel "). The Borrower shall be responsible for the payment of all fees, costs and expenses of the City's Financial 5 Advisor for thpayment of all fees costs and expenses of Issuer's Counsel and for the payment of all fees, costs and expenses of Bond Counsel, and shall pay the same whether or not the Bonds are issued and sold, provided that if the Bonds are issued and sold such fees, costs and expenses may be paid or reimbursed out of the proceeds of the sale of the Bonds.- The Borrower agrees to enter into a fee agreement with Bond Counsel and to pay an initial retainer fee of $5,000 to Bond C- unsel. (d) The Bonds shall not be required to be validated pursuant to the provisions of Chapter 75, Florida Statutes, as amended, unless validation shall be deemed advisable or shall be required by Issuer's Counsel, Bond Counsel or the initial purchaser of the Bonds. (e) Confirmation of the following shall be obtained from such governmental, as well as nongovernmental, agencies and entities as may have or assert competence or jurisdiction over or interest in matters pertinent thereto, and the same shall be in full force and effect at the time of issuance of the Bonds: if required by the City or Issuer's Counsel, the Borrower or its counsel, or Bond Counsel, such other rulings, approvals, consents, certificates of compliance, opinions of counsel and other instruments and proceedings satisfactory to each of them, with respect to the Bonds, the Project, this Memorandum of Agreement, the financing agreements, the trust indenture or any other instrument or act contemplated hereby. (f) The intentions of the City to issue the Bonds pursuant to this Memorandum of Agreement and to use the proceeds thereof as herein contemplated are subject to the conditions that (1) the Project and the Bonds shall comply with all provisions of the Act and this Memorandum of Agreement, (2) the Borrower shall have made arrangements for the execution of guaranty and indemnity agreements in favor of the City, acceptable to the City, and (3) on or before two years from the date hereof (or such later date as shall be mutually satisfactory to the City and the Borrower), the City and the Borrower shall have agreed to mutually acceptable terms for the Bonds and the sale and delivery thereof, and for the financing agreements and other agreements and documents referred to in Sections 2(b) and 3(c), and the Bonds shall have been issued, sold and delivered. (g) If the events set forth in paragraph (i) of this Section do not take place within the times set forth therein or any extensions thereof and the Bonds are not issued as herein contemplated, the Borrower agrees to pay all costs and expenses incurred pursuant to this Memorandum of Agreement by the Borrower, the fees and expenses of any underwriter, financial consultant or adviser engaged by the Borrower, the fees, costs and expenses of Issuer's Counsel, the fees, costs and expenses of Bond Counsel, and any necessary and reasonable out -of- pocket costs and expenses incurred pursuant to this Memorandum of Agreement by the City; whereupon this Memorandum of Agreement shall terminate. (h) So long as this Memorandum of Agreement is in effect, all risk of loss to the Project will be borne by the Borrower. I (i) It is expressly agreed that any pecuniary liability or obligation of the City hereunder shall be limited solely to the revenues and other funds derived by the City from the sale, operation or leasing of the Project, including payments received under the financing agreements, and nothing contained in this Memorandum of Agreement shall ever be construed to constitute a personal or pecuniary liability or charge against any member, officer, commissioner, employee or agent of the City or its Commission, and in the event of a breach of any undertaking on the part of the City contained in this Memorandum of Agreement, no personal or pecuniary liability or charge payable directly or indirectly from any funds or property of the City shall arise therefrom. The Borrower hereby releases the City from and agrees that the City shall not be liable for, and agrees to defend, indemnify and hold the City harmless against any liabilities, obligations, claims, damages, litigation, costs and expenses (including but not limited to attorneys' fees and expenses) imposed on, incurred by or asserted against the City for any cause whatsoever pertaining to the Project, the Bonds or this Memorandum of Agreement, or any transaction contemplated hereby; provided, however, that the scope and amount of the liability of the Borrower under this sentence shall never exceed the scope and amount of the City's liability, costs and expenses (including attorneys' fees). The provisions of this paragraph shall survive any termination of this Memorandum of Agreement. (j) If at any time prior to the issuance and sale of the Bonds the City shall determine that the business, operations or financial condition of the Borrower is not satisfactory or that either the Borrower is not proceeding diligently with the acquisition, construction, installation and equipping of the Project or the financing thereof as contemplated hereby, the City may, at its option, terminate this Memorandum of Agreement and any allocation for the Bonds by written notice to the Borrower. The City shall be discharged of its undertakings under this Memorandum of Agreement if the Borrower shall not provide at the closing for the issuance of the Bonds assurances satisfactory to the City that no material adverse change has occurred in the representations of the Borrower or in the business, operations or financial condition of the Borrower. (k) Except as otherwise provided in paragraph (m) of this Section, the provisions of this Memorandum of Agreement shall be superseded by any agreements entered into by the City and the Borrower in accordance with Sections 2(b) and 3(c) of this Agreement and shall, upon the execution and delivery of such agreements, terminate and be of no effect. (1) This Memorandum of Agreement shall become effective when executed and delivered by the City and the Borrower. (m) No covenant or agreement contained in this Memorandum of Agreement or the Bonds, the trust indenture, the financing agreement or in any other instrument relating to the Bonds or the Project, shall be deemed to be a covenant or agreement of any member, officer, employee or agent of the City in an individual capacity, and neither the City Commission members nor any other officers of the Authority executing the Bonds or any such agreements or instruments shall be liable personally thereon or be subject to any personal liability or accountability by reason thereof. 7 5. Gee • .ApP ication Fee. As a condition to dedicating the City's resources and to seeking an allocation of private activity bond volume cap and moving forward with the issuance of the Bonds, the Borrower shall make an a?plication fee to the City by cashier's check, wire transfer or other method acceptable to the City in an amount equal to the less $ of ,� of the alloeation sought (the "Good Faith Deposit"). Upon the issttaflee of the Bends, the Good Faith Peposit shall be applied tokvafd payffient of cests of issuance of the Bends. Up the City to the issuance of the Bends, the Good Faith Deposit shall be applied te feimbufse the City fof any expenses incuffed by the City in eenneetion with the proposed finaneing and to pay the fees and expenses of the City's Counsel, Finaneial Advisef, if any, Bond Counsel and any !elax,,,7 cos ts d ,,.,,-. „ s$5 000 upon execution. of this Memorandum o___ Agreement. orrower acknowledges that__additional application fees and obligations to paw the it 's costs and expenses will apply with respect to develo��ment related applications and entitlements sought in connection with the coffipensation foF the dedieation E)f its resources to the pfapased finaneing. in the event the City is unable to obtain a 2013 pfivate activity bend volufne eap alleeatiOD in: the afnOUHt Of Good Faith Deposit, less such fees, costs and expenses, shall be fet-ufned to the Project. Nothing herein shall be construed as aroval or an agreement b the City to anrove such applications and entitlements. [Remainder of page intentionally left blank] 8 IN WITNESS WHEREOF, the parties hereto have entered into this Memorandum of Agreement as of the day of June, 2013. (SEAL OF CITY) CITY OF OCOEE, FLORIDA Mayor ATTEST: Clerk S -1 WINDERMERE SENIOR LIVING, LLC By: AllSports Memory Care, LLC, its Managing Member By: LivingVentures Development, LLC, its Manager G. Richard Hostetter Senior Vice President and General Counsel S -2 Document comparison by Workshare Compare on Tuesday, June 18, 2013 4 .08.24 PM Input: file: / /J: \WDOX \DOCS \CLIENTS \25136 \010WGRMNT \ -VE Document 1 ID R \2 \00775503.DOCX Description 00775503 Moved from file : / /J: \WDOX \DOCS \CLIENTS \25136 \010WGRMNT \0077 Document 2 ID 5503.DOCX Description 00775503 Rendering set standard Legend: Insertion Nlovcd to Style change Format change N4-(+veJ- de4e4-ior3 Inserted cell Deleted cell Moved cell Split /Merged cell Padding cell Statistics: Count Insertions 18 Deletions 14 Moved from 0 Moved to 0 Style change 0 Format changed 0 T otal changes 32