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Marbet Mier 305 329 2367 marbet.snier@hklaw.com January 5, 2005 Ms. Ana Gelabert-Sanchez Director, Planning & Zoning City of Miami 444 SW 2nd Avenue Miami, Florida 33130 RE: Letter of Intent La Covadonga Retirement Investors, LTD Dear Ms Gelabert-Sanchez: Please accept this correspondence as the Letter of Intent in support of a special exception application being filed on behalf of La Covadonga Retirement Investors, Ltd. ("La Covadonga"). More specifically, La Covadonga is seeking City Commission approval for a change of ownership of an assissted living facility ("ALF") pursuant to Section 934.3 of the City of Miami Code. La Covadonga tookcontrol of an ALF located at 820 SW 20th Avenue in 1996 La Covodanga has maintained ownership of the ALF since that time. However, when ownership changed in 1996, approval was not obtained as required by the City Code. La Covadonga provides needed housing and living services to members of our community who are not able to live by themselves. This ALF serves a challenged segment of the population and allows the residents the ability to live among and interact with the rest of the community. La Covadonga has owned the ALF since 1996 without incident and without creating a nuisance to the neighborhood. We respectfully request your support and approval of this request especially in light of the fact that La Covadonga has been the owner for the past 9 years. If you require any additional information, or have any questions, please do not hesitate to contact me. Yours truly, HOLLAND & KNIGHT. LLP Marbet Mier, Esq. cc: Manuel J. Prieguez HEARING BOARDS 444 SW 2nd Avenue, 7th Floor • Miami, Florida 33130 Telephone 305-416-2030 • Fax 305-416-2035 PUBLIC HEARING APPLICATION FOR A SPECIAL EXCEPTION Welcome to Hearing Boards! This application process is for your reference and review. It is intended to serve as a guide in acquainting you with our public hearing process. Following are a series of concerns/requirements for you take into account. By any means, please feel free to contact the department at the number above, should you have any questions. CITY OF MIAMI ORDINANCE NO. 11469, CODIFIED IN CHAPTER 2, ARTICLE VI OF THE CITY CODE STATES THAT ANY PERSON WHO RECEIVES COMPENSATION, REMUNERATION OR EXPENSES FOR CONDUCTING LOBBYING ACTIVITIES TO REGISTER AS A LOBBYIST WITH THE CITY CLERK, PRIOR TO ENGAGING IN LOBBYING ACTIVITIES BEFORE CITY STAFF, BOARDS, COMMITTEES AND THE CITY COMMISSION. A COPY OF SAID ORDINANCE IS AVAILABLE IN THE OFFICE OF THE CITY CLERK (MIAMI CITY HALL), LOCATED AT 3500 PAN AMERICAN DRIVE, MIAMI, FLORIDA, 33133. The responses to the attached application must be typed and the complete application must be signed in black ink. It will be accepted, along with pertinent documents, only the first seven days (1-7) of the month from 8:00 am until 3:00 pm. Please note that the cashier located on the 4th floor will close at 4:00 pm; therefore, the complete application, reviewed plans and a paid receipt, must be submitted before the deadline. Upon submittal, this application must be accompanied with a signed and current Zoning Referral. You will be responsible, if needed, to bring an interpreter for the English language to any presentation before city boards, committees and the city commission. A valid power of attorney will be required if neither applicant or legal counsel representing the applicant execute the application or desire to make a presentation before city boards, committees and the city commission. An additional cost to record the Zoning Board resolution is $6.00 for the first page and $4.50 for additional pages. All fees are subject to change. Also, for City Commission resolutions, please contact the City Clerk's Office at 305-250-5360. Applications for Zoning Change (Amendment to Zoning Atlas and/or Overlay District) and Land Use Change (Amend the Comprehensive Neighborhood Plan) will not be accepted unless it is signed or initialed by the Planning Department designee. Applications given to customers do not constitute action from the City of Miami without plans review and written comments from Zoning. Rev. 12-14-04 Within the City generally, or within certain zoning districts, certain structures, uses, and/or occupancies specified are of a nature requiring special and intensive review to determine whether or not they should be permitted in specific locations, and if so, the special limitations, conditions, and safeguards, which should be applied as reasonably necessary to promote the general purposes of the Zoning Ordinance and, in particular, to protect adjoining properties and the neighborhood from avoidable potentially adverse effects. It is further intended that the expertise and judgment of the Zoning Board be exercised in making such determinations, in accordance with the rules, considerations and limitations relating to special exceptions (see Article 16 of the Zoning Ordinance). Formal public notice and hearing is mandatory for special exceptions. The Zoning Board shall be solely responsible for determinations on applications for special exceptions, except when otherwise provided for in the City Code. All applications shall be referred to the Director of the Planning Department for his/her recommendation(s) and the Director shall make any further referrals required by these regulations. I, arbet Mier, Esq. on behalf of La Covadonaa Retirement Investors, Ltd. hereby apply to the City of Miami Zoning Board for approval of a special exception for the property located at scc attached Exhibit "B" folio number See attached Exhibit "B" 1. Four (4) original surveys prepared by a State of Florida registered land surveyor within six (6) months from the date of application. 2. Four (4) original set of plans: three (3) 11x17" and one (1) 24x36", signed and sealed by a State of Florida registered architect or engineer showing property boundaries and proposed structure(s), parking, landscaping, etc.; building elevations and dimensions and computations of lot area and building spacing. 3. Plans need to be stamped by Hearing Boards first and then signed by a) Public Works on the 8th Floor, b) Zoning on the 4th Floor and c) Planning on the 3` Floor, prior to submittal. Note: Plans are to be submitted to Zoning for review starting from the 8th through the 30th of each month. Zoning will not be accepting plans on the first seven days of the month. 4. An 8 1/2 x 11" copy of the plans after signature from the above departments. 5. At least two photographs that show the entire property (land and improvements). 6. A clear and legible copy of the recorded warranty deed and tax forms of the most current year that shows the present owner(s) and legal description of the property. 7. A clear and legible copy of the subject property address and legal description on a separate sheet of paper, labeled "Exhibit A". 8. Affidavit and disclosure of ownership of subject property and disclosure of interest (see pages 4 and 5). 9. Certified list of owners of real estate within a 500-foot radius from the outside boundary of property (see pages 6 and 7). Rev.12-14-04 2 10. Is the property within the boundaries of a historic site, historic district or archeological zone designated pursuant to Chapter 23 of the Miami City Code? {Contact the Preservation Officer at the Planning Department (3td Floor) at 305-416-1400 for information.} 11. Is the property within the boundaries of an Environmental Preservation District designated pursuant to Chapter 17 of the Miami City Code? {Contact the Preservation Officer at the Planning Department (3`d Floor) at 305-416-1400 for information.} 12. What is the acreage of the project/property site? See attached Exhibit- „R„ 13. What is the purpose of this application/nature of proposed use? Section 934.3 New ownership of a community based residential facility_ 14. All documents, reports, studies, exhibits (8 '/ x11 ") or other written or graphic materials to be submitted at the hearing shall be submitted with this application and will be kept as part of the record. 15. Other (Specify and attach documents explaining why any information you are attaching is pertinent to this application). 16. Cost of processing according to the City Code: Special exception $ 800.00 Special exception requiring automatic city commission review $ 2,000.00 Extension of time for special exception $ 500.00 Public hearing and public meeting mail notice fees, including cost of handling and mailing per notice $ .3.50 Surcharge equal to applicable fee from item above, not to exceed eight hundred dollars ($800.00) except from agencies of the city; such surcharge to be refunded to the applicant if there is no appeal from the applicant or a property owner within five hundred (500) feet of the subject property. Signature Address 701 Bri_cke11, Ave., Ste. 3000 Name Marbet Mier, Esq. Telephone 1305 i 329-2367 STATE OF FLORIDA COUNTY OF MIAMI-DADE Miami, FL 33131 Date January 6, 2005 The foregoing instrument was acknowledged before me this Y day of �. 200by \ 1 . in ii`vi_duallpartner/agent/corporation of a(n) individual/partnership/corporation. He/She is persoaa1Ly__ nown to me or who has produced - �tification and who did (did not) take an oath. (Stamp) Rev.12.14-04 JENNIFER CORBO Mo' COMMrSSiON # DD OE1l271 ()Fie EXi'1RFS: Feb 12,2005 -800,3-{+NOTARY FL Notary Service 8 Bonding,. Sig lure 0 r4 AFFIDAVIT s Before me, the undersigned authority, this day ,personally appeared Mathet Mier, Esc'. i t J iVeot'✓°� -. ii L/C®-(,, of asaos�s , who being by me first deposes and says: 1. That he/she is the owner, or the legal representative of the owner, submitting the accompanying application for a public hearing as required by the Code of the City of Miami, Florida, affecting the real property located in the City of Miami, as described and listed on the foregoing pages of this affidavit and made a part thereof. 2. That all owners which he/she represents, if any, have given their full and complete permission for him/her to act in his/her behalf for the change or modification of a classification or regulation of zoning as set out in the accompanying petition, 0 including responding to day to day staff inquires; ® not including responding to day to day staff inquiries in which case he/she should be contacted at see attached Exhibit "G" 3. That the foregoing pages are made a part of this affidavit contain the current names, mailing addresses, telephone numbers and legal descriptions for the real property of which he/she is the owner or legal representative. 4. The facts as represented in the application and documents submitted in conjunction with this affidavit are true and correct. Further Affiant sayeth not. Marbet M'Pr, Esq. Applicant Name STATE OF FLORIDA COUNTY OF MIAMI-DADE Applicant Signature The foregoing instrument was acknowledged before me this (_,_ day of.. 2O by Wit .\-3e \' Nc4-"_ individual/partner/agent/corporation of a(n) individual/partnership/corporation. He/She is personally known to me or who has produced as identification and who did (did not) take an oath, who is a(n) (Stamp) JENNWER CORBO SS ON # DD 0W271 Feb 12,2005 & Bolding, 6n Rear_ J244-04 4 nnership :ructure : DISCLOSURE OF OWNERSHIP Owner(s) of subject property and percentage of ownership. Note: The Miami City Code requires disclosure of all parties having a financial interest, either direct or indirect, in the subject matter of a presentation, request or petition . to the City Commission. Accordingly, disclosure of shareholders of corporations, beneficiaries of trusts, and/or any other interested parties, together with their addresses and proportionate interest are required. (Please supply additional lists, as applicable.) Owner's Name(es) Ti Covadonga Retirement Investors, Ltd. c5ee attached Exhibit i1F" ) Subject Property.Address(es) 820 SW 20 Avenue, Miami, FL 33135 La Covadonga Retirement Living, Inc. - General Partner - 1% Morris Esfarr s (T=P1 - 41_25 o Philip Esforr s (LP) - 41.25% Jack Michel (LP) - 17.50 Telephone Number 305-298-2665 2. Street address and legal description of any property: (a) Owned by any party listed in answer to question #1; and (b) Located within 500 feet of the subject property. (Please supply additional lists, as applicable.) Street Address Legal Description NJA N/A Marbet Mier, Esq. —71/( Owner or Attorney for Owner Name Owner or Attorney for Owner ignature STATE OF FLORIDA COUNTY OF MIAMI-DADE The foregoing instrument was acknowledged before me this day of, 20. by )'\` \ r`\` who is individual/partner/agent/corporation of a(n) individual/partnership/corporation. He/the is personAlly known to _me or who has produced as identification and who did (did not) take an oath. Pera (Stamp) IENNaRCORBO Rev.12_14.04 5 Index La Covadonga Retirement Investors, Ltd. Exhibit "A" Power of Attorney Exhibit "B" Property Description Exhibit "C" Certificate of Good Standing Exhibit "D" Partnership Agreement Exhibit "E" Warranty Deed Exhibit "F" Management/Ownership Structure Exhibit "G" Management Plan Exhibit "H" Additional Change of Ownership/Sale Documents POWER OF ATTORNEY Known All Men By These Presents: /f�1//"f That i r Sdiv ' of LA COVADONGA RETIREMENT LIVING, INC.. sole general partner of LA COVADONGA RETIREMENT INVESTORS, LTD. has made, constituted and appointed, and by these presents does make, constitute and appoint MARBET MIER and MANUEL J. PRIEGUEZ true and lawful representatives for him and in his name, place and stead; This instrument authorizes MARBET MIER and MANUEL J. PRIEGUEZ to: Receive or obtain any and all confidential information, submit any changes to any part of any application; have full power to perform any act or acts necessary and appropriate; and to substitute for said taxpayer, applicant, permit holder or licensee, solely, specifically, and exclusively in conjunction with a Public Hearing Application for a Special Exception submitted to the City of Miami in relation to new ownership of an assisted living facility. Giving and granting unto MARBET MIER and MANUEL J. PRIEGUEZ full power and authority to do and perform all and every act and thing whatsoever requisite and necessary to be done in and about the premises as fully, to all intents and purposes, as he might or could do if personally present, with full power of substitution and revocation, hereby ratifying and confirming all that MARBET MIER and MANUEL .I. PRIEGUEZ said representatives of his substitute shall lawfully do or cause to be done by virtue hereof. IN WITNESS WHEREOF, I have hereunto set my hand and seal the day of ,i r' 2005. Sealed and delivered in the presence of: WITNESS WITNESS STATE OF COUNTY OF ) ss: LA COVADONGA RETIREMENT INVESTORS, LTD By: LA COVADONGA RETIREMENT LIVING. INC. Title: GENERAI.L pARTNER4 By: t Title: rfz'Sfv}e LA COVADONGA RETIREMENT LIVING. INC. Th foregoing instrument was acknowledged before me this > day of January, 2005, by 141 �,� PAS` , who personally appeared before me at the time of notarization, and who is personally known to de or who has produced as identification. My Commission Expires: NOTARY PUBLIC, State of P TRk at Large PROPERTY DESCRIPTION ADDRESS: 820 S.W. 20`h AVENUE FOLIO #01-4110-011-0020 ADJ SQUARE FOOTAGE: 6, 561 LOT SIZE: 6, 836 SQ FT LEGAL DESCRIPTION: ROYAL PARK ADDN PB 4-59 LOT 3 BLK B LESS PORT PER PB 16-31 & S2OFT OF LOTS 2 THRU 5 PER PB 16-31 LOT SIZE 48.140 X 142 OR 18222-1818 0898 5 ilP Twr1m n1 if 'tatr I certify from the records of this office that LA COVADONGA RETIREMENT INVESTORS, LTD., is a Limited Partnership organized under the laws of the state of Florida, filed on July 22, 1998. The document number of this Limited Partnership is A98000001754. l further certify said Limited Partnership has paid all filing fees due this office through December 31, 2004, and its status is active. Given under my hand and the Great Seal of the State of Florida at Tallahassee, the Capitol, this the Fifth day of January, 2005 `e etari of fair 1.1 State of Florida Department of State 1 certify from the records of this office that LA COVADONGA RETIREMENT LIVING, INC. is a corporation organized under the laws of the State of Florida, filed on July 22, 1998. The document number of this corporation is P98000064359. I further certify that said corporation has paid all fees due this office through December 31, 2004, that its most recent annual report/unifoiiu business report was filed on April 27, 2004, and its status is active. I further certify that said corporation has not filed Articles of Dissolution. Given under my hand and the Great Seal of Florida, at Tallahassee, the Capital, this the Fifth day of January, 2005 ,,za- E. A4103/ Secretary of State Authentication ID: 400044123974-010505-P98000064359 To authenticate this certifcate,visit the following site, enter this ID, and then follow the instructions displayed. www.sunbiz.org/auth.html 2003 FOR PROFIT— CORPORATION UNIFORM BUSINESS REPORT (UBR) FILED 8 May 06, 2003 8:00 am DOCUMENT # P98000064359„ii.N. 1. Entity Name LA COVAD©NGA RETIREMENT LIVING, INC. ' - Secretary of State 06-06-2003 90025 027 ***I 50.i_1G Principal Place of Business Mailing Address 820 SW 20TH AVENUE 11190 BISCAYNE BLVD AtlAktt FL 33135 NORTH MIAMI FL 33161 s US 1 II II I I I II - II III II II I I III I I'll I II z nnCipal Place of Business 3. Mai ing Address t Suite: Apt. #. etc. Suite, Apt. q, etc. Q CHECK HERE IE MAKING CHANGES City & State City & State 4. FEI Number 65-1499 Applied For Not Applicable Zip Country Zap Country 5. Celifica1.e cf Status Desired ❑ Additional Fee Required 6. Name and Address of Current Registered Agent 7. Name and Address of New Registered Agent GINSPARG, NORMAN J �� �IANh 11NORTH TOWER NORTH MIAMI FL 33181 Name _ Street Address (PC. Box Number is fdot Acceptable) City FL zip Code 8. The above named entity submits this statement for the pu=pose of changing its registered office or registered agent, er both, in the State of Finrida. I am familiar with. an€i accept the obligations of registered agent. SIGNATUR'= Signature. typed or printed ee a cf recisler6n agent end ilia if a;7pkAbla. (NOTE Rogis tired Aaani eignature ,equ„ed whan rainstnfinw pArE FILE NOW!!! FEE IS S150.00 After May 1, 2003 Fee will be S550.00 Make Check Payable to Florida Department of State 9. Election Campaign iinancing $5,00 May tie Trust Fund Co'Iritxition, 0 Added to Fees 10, .- OF ; S AND DIRECTORS 11. ADDi7IONS/CHANGES TO OFFCERS AND DIRECTORS IN 11 TITLE / tiAtiii-it STREEV ADDRESS CITY- s ZIP PD 0 Delete ESFORMES, PHILIP 3737 W. ARTHUR UNCOLNWOOD IL 60712 TITLE NAME s t;f:EE AODREss CITY - sr - ZIP ❑ Change ❑ Addlticn Ulf NAME STRREET ! ODRESS CITY-ST-ZIP Q Daiete r.TLE NAME STREET AGGRESS En-ST-ZIP ❑ Change Q Addilicn PILE NAME STREET ADDRESS CITY-ST-Zie ❑ ➢etele TITLE NAME STREET Atit1REESS CITY -St- ZIP Q Change ❑ Acditisr . TILE NAME STREET ADDRESS CITY -Sr -ZIP 0 Dei5tt T?ELE NAME STREET AMR LIT-v- Sr- z!?' 0 Chaxga Ci Addition TITLE NAME STREECADDRESS CirY -ST- ZP 0 Delete TITLE NAME STREET ADDRESS CITY- ST- ZEP 0 Chang 0 Addition VLF, NAME STREET ADDRESS CITY-ST-ZIP 0 Delate TITLE NAME STREET ADDRESS CITY-ST-ZIP 0 Changx ❑ Addition 12. I hereby certify that the in`orrr-afan supplied witn this fiiing does not qua itiy for :fie exemption stated in Section 119.07(3)(e), FIcibda Statutes. 1 furt,ner certify that the Irrldrrnetion indicated on this report or supplemental report is true and accurate and that my signature shalt hive the same legal effect as i! made under oath; that I am an of{.eer or director 0l the corporation Or the receiver of trustee empowered to execute this report as required by Chapter 607, Florida Statutes; and that my name appears in Block 10 Or Block T 1 if changed, or on an attachment with an address, with all other like empowered. r ,: SIGNATURE- S G 0 _'" -, Eq "RE aL"li'� , ,i,2q 1 .p-()3 SraNATwra AND TYPED OR PRINTED NAME OF SIGNrND OFFICER OR DIRECTOR Oafs Daylfil,e Phone AGREEMENT OF LIMITED PARTNERSHIP OF LA COVADONGA RETIREMENT INVESTORS, LTD. LIMITED PARTNERSHIP This Agreement of Limited Partnership ("Agreement") made effective as of the 22nd day of July, 1998, by and among JACK J. MICHEL, PHILIP ESFORMES, PHILIP ESFORMES, (as Trustee), and MAVEN RETIREMENT INVESTORS, LTD., a Florida Limited Partnership, ("Limited Partner") with an address of 999 Washington Ave, Miami Beach, Florida 33139, as Limited Partner and LA COVADONGA RETIREMENT LIVING, INC., a Florida corporation, whose post office address is 999 Washington Ave, Miami Beach, Florida 33139, as General Partner. WITNESSETH: NOW, THEREFORE, in consideration of the mutual promises of the parties hereto, and other good valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: ARTICI ONE Defined Terms Section 1. Defined Terms The following words and terms, when used in this Agreement, shall have the respective meanings ascribed to them below unless the context otherwise requires: "Aecountants" means such certified public accountant (s) as shall be engaged from time to time by the Managing General Partners for the Partnership pursuant to Section 5.1.1(g) for the purposes herein set forth. "Act" means the Uniform Limited Partnership Act of the State of Florida. "Affiliate" or "Affiliated Person" means, when used with reference to a specified Person, (i) any other Person that directly or indirectly through one or more interiiiediaries controls or is controlled by or is under common control with the specified Person, (ii) any other Persons that is an officer of, partner in or trustee of, or serves in a similar capacity with the respect to, the specified Person or of which the specified Person is an officer, partner or trustee, or with respect to which the specified Person serves in a similar capacity or (iii) any other Person that, directly or indirectly, is the beneficial owner of ten percent (i 0%) or more of any class of equity securities of, or otherwise has a substantial beneficial interest in, the specified Person or of which the specified Person is directly or indirectly the owner of ten percent (10%) or more of any class of equity securities of, or 1 otherwise has a substantial beneficial interest in, the specified Person or of which the specified Person is directly or indirectly the owner of ten percent (I0%) or more of any class of equity securities or in which the specified Person has a substantial beneficial interest. The term "control" means the possession, directly or indirectly of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of equity securities or partnership interest, by contract or otherwise. "Agreement" means this Agreement of Limited Partnership as amended, modified or supplemented from time to time. Words such as "herein", "hereafter", "hereof', "hereto", "hereby" and "hereunder", when used with reference to this Agreement as a whole, unless the context otherwise requires. "Appraisal" means a deternination of value pursuant to the provisions of this Agreement made by an appraiser, which may be an individual or a firm, selected by agreement of all of the Partners or, if they cannot agree on the choice of an appraiser, the General Partner shall choose one appraiser and the Limited Partners shall collectively choose one appraiser, which may be an individual or a firm, and the two appraisers so chosen shall together agree on such determination of value. If the two appraisers so chosen cannot agree on such determination of value, the two appraisers shall choose one additional appraiser, which may be an individual or a fiini. If the two appraisers cannot agree on the choice of such third appraiser, such third appraiser shall be selected by the American Arbitration Association. Each of the three appraisers shall make an independent appraisal which shall be submitted to the managing General Partner with a copy to all other Partners. The determination of value shall be conclusively deemed to be the numerical average of (i) the numerical average of the higher two (2) of the three (3) appraisals and (ii) the numerical average of the lower two (2) of the three (3) appraisals: provided, however, that solely for purposes of such averaging, if the lowest appraisal is less than fifty percent (50%) of the amount of the middle appraisal then the lowest appraisal shall be deemed to be equal to fifty percent (50%) of the amount of the middle appraisal and if the highest appraisal is more than one hundred fifty percent (150%) of the amount of the middle appraisal then the highest appraisal shall be deemed to the equal to one hundred fifty percent (150%) of the amount of the middle appraisal. The General Partners shall equally pay the fees and expenses of the appraisal chosen by them and the Limited Partners shall equally pay the fees and expenses of the appraiser chosen by them, and the fees and expenses of the third appraiser, if applicable, shall be borne by the Partnership. "Capital" means any money, or property other than money, in any Partner's Capital Account. "Capital Account", as to any Partner, means such Partner's Capital Account established pursuant to Section 9.6. "Capital Contribution" means as of any moment in time the total amount of money or property other than money actually contributed to the Partnership by all Partners or one Partner, as the case may be, pursuant to Sections 3.1, 3.3 and 3.4. "Code" means the Internal Revenue Code of 1954, as amended (or any corresponding provision or provisions of succeeding law). 2 "Consent" means a prior written consent or approval required or permitted to be given pursuant to this Agreement or the act of granting such consent or approval, as the context may require. "Development Plan" means the comprehensive plan for the development of the Property prepared by the General Partner pursuant to subsection 5.5.1 (a) and approved by the other Partners as provided therein. "Distributable Cash" means, with respect to any fiscal period, the excess of Gross Income over Operating Expenses. "General Partner(s)" means LA COVADONGA RETIREMENT LIVING. INC., and any other Persons or entities admitted as a general partner pursuant to this Agreement, and their successors. "Gross Income" means all cash income of the partnership, including all rental income, interest income, fees or payments of every nature whatsoever of a particular fiscal year derived directly or indirectly forni the Property and its operations and received by the Partnership or a manager of the Property (on behalf of the partnership), all sums earned by the Partnership on such income, and all other monies otherwise received in connection with the use, occupancy or operation of the Property, including, without limitation, any taxes, insurance premiums, utilities, maintenance costs or other expenses properly chargeable to or paid by tenants of the Property, any proceeds received by the Partnership from rent interruption insurance, subsidy payments, governmental allowances and awards for temporary use and occupancy of the Property, and income from vending machines and any other coin operated machines on the Property and any other forms of incentive payments or awards from any source whatsoever which are properly attributable to such fiscal year, but excluding all proceeds from a Sale or Refinancing of the Property, tenant or patient security deposits held in a separate account and any interest income thereon unless such amounts are forfeited by the tenant and disbursed by the Partnership and Capital Contributions of the Partners. "Improvements" means (i)the buildings contained on the property, (ii) all Personal Property-, and (iii) any additions, replacements for modifications to the foregoing. "Incapacity" or "Incapacitated" means the occurrence of any of the following with respect to any Partner: (i) If a receiver, custodian, liquidator or trustee (or similar official) of a Partner is appointed by court order and such order continues unswayed and in effect for a period of ninety (90) days: or a Partner is adjudicated or ordered bankrupt, insolvent or competent; or if a petition for relief is filed against a Partner under any bankruptcy, reorganization, arrangement, insolvency, readjustment or debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect. and such petition continues unswayed and in effect for a period of ninety (90) days; If a Partner files a petition for relief in voluntary bankruptcy or seeking relief 3 under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution of iquidation law of any jurisdiction, whether now or hereafter in effect or consents to the filing of any petition against it under such law; (iii) If a Partner makes an assignment for the benefit of its creditors, or admits in writing its inability to pay its debts generally as they become due, or consents to the appointment of a receiver, custodian, trustee or liquidator (or similar official) of all, or substantially all, of its assets and property; or (iv) If a Partner shall resign, withdraw or retire from the Partnership, "Interest" means the entire ownership interest (which may be expressed as a percentage) of a Partner whether, general or limited as the case may be, in the Partnership at any particular time, including the right of such Partner to any and all benefits to which a Partner may be entitled as provided in this Agreement and under law, together with the obligations of such Partner to comply with all the terms and provisions set in this Agreement and in the Act. The interest of each partner shall be as set forth in Exhibit "A" attached hereto and made a part hereof. "Land" means the parcel of land located at 1595 N.E. 145 Street, Miami, Florida and legally described as contained in Exhibit "B", attached hereto. "Laws or Reeulations" means any statutes, laws, ordinances or codes or any regulations or other requirements or pronouncements of any governmental authorities having jurisdiction over the Partnership or the Property. "Limited Partners" means Maven Retirement Investors, LTD, a Florida Limited Partnership and any other Person(S) OR entities admitted as a limited partner pursuant to this Agreement, and their successors. "Manacling General Partner" or "General Partner" means LA COVADONGA RETIREMENT LIVING, INC. or such other Partner as may be agreed upon by all Partners. "Operatine Deficits" means, with respect to any fiscal period, the excess of Operating Expenses over Gross Income. "Operating Expenses" means the customary cash operating costs and expenses of the Partnership and the Property for any fiscal year including, but not limited to, real estate taxes or payments which the Managing General Partner can demonstrate to the reasonable satisfaction of the other Partners are in lieu of real estate taxes; premiums for liability, property damage, business interruption and other insurance policies with respect to the Property; all payments of debt service including late charges, interest, and payments to amortize the principal of indebtedness secured by deeds of trust or mortgages which are now, or become, a lien on the Property, and payments of interest and principal on other Partnership indebtedness including, but not limited to, Partnership loans described in Section 3.5; the fee payable to any management company by the Partnership for 4 managing the Property pursuant to a management agreement, which agreement shall be subject to the Consent of the Limited Partners pursuant to subsection. 5.1.2 hereof; renewal Ieasing commissions in connection with the rerental of space in the Property; salaries, wages, medical surgical and general welfare benefits (including group life insurance) and pension and profit sharing plan payments of employees of the Partnership engaged in the an -site operation and maintenance of the Property; security guard service; exterminating service; trash and disposal service; payroll taxes, worker's compensation insurance, uniforms and dry cleaning for the employees referred to; the cost of all charges for steam, heat, ventilation, air conditioning and water (including sewer rental) furnished to the Property together with any utilities and taxes on any such utilities; the cost of all building and cleaning supplies; the cost of all charges for window cleaning and service contracts with independent contractors for Project; legal and accounting expenses of the Partnership; taxes based upon gross receipts or any other measure (other than taxes which are customarily payable by the Partners individually); any taxes, insurance premiums, utilities, maintenance costs or other expenses properly chargeable to or paid by tenants of the Property regardless of amount; the cost of capital improvements; and advertising and promotional expenditures. Except as hereinbefore provided, the term Operating Expenses shall not include non -cash items such as depreciation and amortization of fees and expenses. "Partnership" means the limited partnership formed pursuant to this Agreement. "Partnership Counsel" means such counsel as shall be retained from time to time by the Managing General Partner to represent the Partnership as to legal matters. "Persons" means any individual, partnership, joint venture, corporation, trust or other entity. "Personal Property" means all personal property to be placed on or installed on or about the Land and/or Improvements by the Partnership, with the exception of personal property owned by tenants or by the property management company. "Property" means the Land and the Improvements. "Refinancing" means the obtaining of financing secured by any deed of trust or mortgage encumbering the Property or refinancing of any financing secured by any deed of trust or mortgage encumbering the Property. "Sale" means any Partnership transaction (other than the receipt of Capital Contributions) not in the ordinary course of its business, resulting in the disposition of all or substantially all of the assets of the Partnership, including, without limitation, sales or exchanges of real or personal property, condemnations, and recoveries of damage awards and insurance proceeds (other than business or rental interruption insurance proceeds), excluding any Refinancing. "Sale or Refinancin_ Proceeds", "Sale Proceeds", "Proceeds", or "Refinancing Proceeds", as the context requires, means all cash receipts and other property arising from a Sale or Refinancing less the following: 5 (i) the amount of cash paid or to be paid by the Partnership to Persons other than Partners of Affiliates of Partners in connection with such Sale or Refinancing (which shall include, with regard to damage recoveries or insurance or condemnation proceeds, cash paid or to be paid in connection with repairs or replacements relating to damage or partial condemnation of the Property); (ii) the amount necessary for the payment of all debts and obligations of the Partnership related to the particular Sale or Refinancing and, if there be a liquidation of the Partnership, the amount necessary for the payment of all expenses of liquidation; and (iii) the amount considered appropriate by the Partners (or, if there be a liquidation of the Partnership, the liquidating agent), to provide escrows to pay taxes, insurance, debt service, repairs or replacements or other costs and expenses related to the particular Sale or Refinancing or the assets affected thereby, payment of which is not then due but for which other cash related to such Sale or Refinancing or the assets affected thereby is not expected to be received prior to the time such payments are required to be made and an amount to provide for any other reserves for contingencies as such Persons may consider necessary. "Taxable Income" or "Tax Loss" means the taxable income or tax loss of the Partnership for each fiscal year as deteimined for federal income tax purposes, together with each Partnership federal income tax item that is separately stated or otherwise not included in computing taxable income or tax loss. ARTICLE TWO Formation; Name: Place of Business and Office; Purpose term: Compliance with Law Section 2.1. Formation The Partners agree to form and hereby form a limited partnership (herein referred to as the "Partnership") pursuant to and governed by the Provisions of the Act. Section 2.2. Name. Place of Business and Office The Partnership shall be conducted under the name of LA COVADONGA RETIREMENT INVESTORS, LTD. The principal place of business of the Partnership shall be located at the Property. The principal office of the Partnership shall be at c/o Martin W. Wasserman, 999 Washington Avenue, Miami Beach, Florida 33139. The Managing General Partner, after giving notice to the Partners, may at any time change the location of the principal office of the Partnership and establish additional offices. Section 2.3. Purpose: Title to Property The purpose and character of the business of the partnership is to acquire, hold, operate as 6 an adult living facility, construct, equip, develop, improve, maintain, hold for investment, operate, lease, mortgage or otherwise encumber, sell, exchange or dispose of and otherwise invest in and deal with the Property. The Partnership shall not engage in any other business or activity. All property acquired for purposes of the Partnership shall be held in its name, and all contracts and leases of real or personal property by or to the Partnership shall be held in its name except for those contracts customarily entered into by a property management agent on behalf of property owners in the area. Section 2.4. Term The terms of the Partnership shall commence on July 22, 1998, and shall continue in full force and effect until December 31, 2050, unless the Partnership is sooner dissolved in accordance with the provisions of this Agreement. Section 2.5. Compliance with Law The Managing General partner shall from time to time execute or cause to be executed all such certificates and other documents and do or cause to be done all such flings, recordings, publications and other acts necessary (as reasonably determined by the General Partners) in connection with the continuation of the Partnership as a limited partnership pursuant to the laws of this State of Florida or in order to protect the limited liability of the Limited Partners under the laws of the State of Florida. Section 3.1. ARTICLE THREE Partners and Capital Capital Contributions The Partners have or will make the Capital Contributions set forth on Exhibit "A", attached hereto and made a part hereof. Section 3.2. Additional Contributions The General Partners hereby agree that in the event of the dissolution and termination of the Partnership, the General Partners shall contribute to the Partnership am amount equal to the lesser of (i) the deficit balance in their Capital Accounts or (ii) the total Capital Contributions of the Limited Partners over the amount of capital previously contributed by the General Partners. Subject to the foregoing, no Capital Contributions shall be made to the Partnership other than those made pursuant to Section 3.1 hereof without the Consent of all Partners. Section 3.3 Partnership Capital 3.3.1 Commencing sixty (60) days after a partner has made a capital contribution, said partner shall receive monthly payments of interest only at the rate of ten (10%) percent for two years. At each two (2) year anniversary from the contribution date, the interest rate shall increase by one- half (1 /2%) percent, resulting in a new payment of interest only at the new rate. The interest or the capital contribution shall continue to increase by one-half (1/2%) percent every two (2) calender years, under the same schedule above, until such time as the interest rate reaches twelve (12%) percent, which shall be considered the cap rate with no further increases. 3.3.2 Except as otherwise provided herein, no Partner shall have the right to withdraw, or receive any return of, its Capital Contribution. 3.3.3 Under circumstances requiring a return of any Capital Contribution, no Partner shall have the right to receive property other than cash except as may be specifically provided in this Agreement. Section 3.4 Lender as Partner No lender, other than the Partners or an Affiliate of a Partner, who makes a loan to the Partnership may have or acquire, at any time as a result of making such loan, any direct or indirect interest in the profits, capital or property of the Partnership other than as a secured creditor or as a result of foreclosure, without the written consent of all Partners. Section 3.5 Partnership Loans In the event that the Partnership needs funds for any purpose relating to the business of the Partnership or for any of its obligations, the Managing General Partner, after the approval of all Partners, shall use its best efforts to cause the Partnership to borrow such funds from any Partner, Affiliate or any third party, on such terms and with such security as the Managing General Partners and the lender may agree; provided, however, that any loan made by a Partner or (i) the market rate of interest on similar loans in the Dade County, Florida area at the time or (ii) such lesser rate at which any Partner will lend to the Partnership. Interest on and repayment of any loans made under this Section 3.5 shall be treated as an Operating Expense of the Partnership, payable before distribution of Distributable Cash, or Sale or Refinancing Proceeds. Section 3.6 Liability of Partners 3.6.1 The Limited Partners shall not be liable for the debts, liabilities, contracts or any other obligations of the Partnership. The Limited partners shall be liable only to make their Capital Contributions and shall not be required to lend any funds to the Partnership or, after their Capital Contributions to the Partnership or to repay to the Partnership, any Partner, or any creditor of the Partnership all or any portion of any negative amount of their Capital Accounts. 8 3.6.2 In accordance with the laws of the State of Florida, a Limited Partner may, under certain circumstances, be required to return to the Partnership, for the benefit of Partnership creditors, amounts previously distributed to it as a return of capital. It is the intent of the Partners that no distribution to the Limited partners of Distributable Cash pursuant to Section 4.2 or of Refinancing Proceeds pursuant to subsection 4.3.1 shall be deemed a return or withdrawal of capital for purposes of this Agreement, even if such distribution represents, for federal income tax purposes or otherwise (in full or in part), a return of capital, and that the Limited Partners shall not be obligated to pay any such amount to or for the account of the Partnership or any creditor of the Partnership. However, if any court of competent jurisdiction holds that, notwithstanding the provisions of this Agreement, the Limited Partners are obligated to make such payment, such obligation shall be the obligation of such Limited Partners and not of the General Partners. ARTICLE FOUR Distribution to Partners and Allocation of Taxable Income and Tax Toss Section 4.1 I Ise of Capital Contributions The Capital Contributions of the Partners specified in Section 3.1 hereof shall be used for Partnership purposes such as purchase of the Property and payment of various costs related thereto and no portion thereof shall be distributed to any partner. Section 4.2 Distributions of Distributable Cash Distributable Cash for each fiscal year (or any part thereof) of the Partnership shall be distributed and paid quarterly (within twenty (20) days after the last day of each fiscal quarter), - subject to adjustment on an annual basis in accordance with a reconciliation statement to be prepared by the Managing General Partner and distributed to all Partners not later than one hundred twenty (120) days after the last day of each fiscal year, fifty percent (50%) percent to Jack Michel and fifty (50%) percent to Philip Esforiiies. Section 4.3 Distribution of Proceeds _I 1pon Refinancing, Sale or Dissolution 4.3.1 In the event of a Refinancing, the Proceeds thereof not used for repair or rehabilitation of the Property nor needed for the operation of the business, shall be distributed one percent (1%) to the General Partner and ninety-nine (99%) percent to the Limited Partner. In the event of a refinance that results in the refund of the entire contribution by Maven Retirement Investors, Inc., then the interest payments paid to the Limited Partnership shall cease and the Limited Partners shall be entitled to their proportionate share of the distributable cash from the operations of the business, and Maven Retirement Investors shall remain as an investor as shown on Schedule " A". The General Partner reserves the right to substitute collateral satisfactory to Maven Retirement Investors, Inc. Ltd., and in that event the interest payments shall continue as specified in Section 3.3 above. 9 4.3.2 In the event of a Sale or upon dissolution and liquidation of the Partnership pursuant to Section 8, the Proceeds thereof shall first be distributed to Maven Retirement Investors, Ltd., as a return of its investment together with any additional contributions, and all funds over the investments of Maven Retirement Investors, Ltd., shall be distributed ninety-nine percent (99%) to the Limited Partners, and one percent (1%) to the General Partner. Section 4.4 Allocation of Annual Taxable Income Tax Loss Except as provided in Sections 4.5 and 4.6, Taxable Income or Tax Loss, if any, of the Partnership for each fiscal year (or any part thereof), shall be allocated ninety-nine percent (99%) to the Limited Partners and one percent (1 %) to the General Partner. Section 4.5 Allocation of Taxable Income upon Sale or Liquidation 4.5.1 Taxable Income arising from a Sale or Refinancing shall be allocated first, to each Partner in and to the extent of the contributions to such partner pursuant to subsection 4.3.2, and the balance, if any, in accordance with subsection 4.5.2. 4.5.2 All Taxable Income arising during the course of liquidation of the Partnership shall be allocated first to the Partners to the extent of and in proportion to the negative balances in their Capital Accounts, and then as follows: (i) First, to, the Limited Partners in an amount equal to 100% of the total Capital Contribution of the Limited Partners up to the date of the allocation hereunder, (ii) One (1°10) percent to the General Partner, (ii The balance to the Limited Partner. 4.5.3 Any portion of the gains treated as ordinary income for federal income tax purposes under Sections 1245 or 1250 of the Code ("Recapture Amount") shall be allocated on a dollar for dollar basis to those Partners to whom the items of Partnership deduction, loss or credit giving rise to the Recapture Amount had been previously allocated, limited, however, to the amount Taxable Income from the Sale producing such Recapture Amount that is allocated to each such Partner. Section 4.6 Allocation of Tax Loss I Tpon Sale or Liquidation Tax Loss arising form a Sale or during the course of liquidation of the Partnership shall be allocated to the Partner or Partners with a positive balance in its or their Capital Accounts, up to the amount of such positive balance or balances (with such Tax Loss being allocated in the ratio of such positive balances if more than one Partner's Capital Accounts shall have positive balances); any portion of such Tax Loss not allocated under the foregoing provisions shall be allocated the Limited Partners, ninety-nine percent (99%) and to the General Partner, one percent (1%). I0 Section 4.7 Other Allocations All other items of income, gain, loss, deduction or credit, for any fiscal year, shall be allocated amount the Partners in the same proportions in which Taxable Income or Tax Loss, as the case may be, is allocated for such fiscal year pursuant to Section 4.4. Section 4.8 No Right of Partners to Distribution of Partnership Propertv or Return of Capital Contributions No Partner shall have the right to receive distributions of property from the Partnership. The General Partners shall not have the right to make distributions to a Partner which include a return of all or any part of his or its Capital Contribution except to the extent of distributions of Distributable Cash, distributions of Proceeds of any Refinancing, Sale or dissolution of Partnership and property available for distribution on dissolution of the Partnership. Section 4.9 Application of Sub -chapter K of the code No election shall be made by the Partnership, the General Partners or any Limited Partner for the Partnership to be excluded from the application of the provisions of Sub -chapter K of the Code or from any similar provisions of state and foreign tax laws which relate to the taxation of partnerships. ARTICLE FIVE Rights, Powers and Duties of Partners:, Sale and Refinancing Section 5.1 Rights, Powers and Duties of Partners 5.5.1 Unless otherwise provided in this Agreement including, but not limited to, the provisions of subsection 5.1.2 hereof, the overall management and conduct of the business, operations and affairs of the Partnership shall be vested in the Managing General Partner and, in addition to the rights and powers given by law, the Managing General Partners is given the sole power and authority, on behalf of the Partnership. (a) subject to the Consent of the other Partners pursuant to subsection 5.1.2 hereof, to prepare a plan for the overall development of the Property, and to consult with other Partners and, to the extent deemed necessary or desirable by the Managing General Partner, to engage a management company, consultants, engineers and architects, in order to develop a plan which will maximize to the greatest extent practicable the development potential of the Property. 11 (b) to acquire by purchase, lease or otherwise any personal property which may be necessary, convenient or incidental to the accomplishment of the purposes of the Partnership, but not in excess of an aggregate amount of Twenty -Five Thousand Dollars ($25,000.00) outstanding at any one time without the Consent of the other Partners pursuant to subsection 5.1.2 hereof; (c) to execute any and all agreements, contracts, leases, documents, certifications and instruments necessary in connection with the management, maintenance and operation of the Property; (d) subject to the Consent of the other Partners pursuant to subsection 5.1.2 hereof, to execute any and all instruments and documents as shall be required in connection with any Refinancing, including promissory notes, mortgages, deeds of trust, assignments, financing statements or any other document or instrument in any way related thereto or necessary or appropriate in connection therewith; (e) to employ such agents and employees of the Partnership in connection with the business and purpose of the Partnership, to pay such agents and employees reasonable compensation for services rendered to the Partnership and, subject to any then valid contract, to discharge all gents and employees of the Partnership; (i) subject to the consent ofthe other partners pursuant to subsection 5.1.2 hereof, to execute in furtherance of any and all of the purposes of the Partnership, any deed, deed of trust, lease, mortgage, promissory note, bill of sale, contract or other instrument purporting to convey or encumber the Property or the Personal Property of the Partnership; (g) (h) to develop separate annual capital and operating budgets for the Property; to select the Accountants and Attomies; (i) to select depreciation and accounting methods and make other decisions with respect to the treatment of various transactions for federal income tax purposes, subject to Sections 9.2 and 9.4; (1) to pay, or delegate payment to a property management film engaged by the Partnership, out of Partnership fiends, all real estate taxes and other assessments and charges with respect to the ownership and operation of the Property; (k) to pay, or delegate payment to a property management firm engaged by the Partnership, out of partnership funds, all payments due under any financing for the Property and all other debts of the Partnership and to pay all other bills of the Partnership; (1) to keep all books and records of the Partnership that are not maintained by a property management firm engaged by the Partnership; 12 (rn) except for any funds of the Partnership being maintained by a property management firm engaged by the Partnership, to deposit and maintain, or delegate the deposit and maintenance of, all funds of the Partnership, as provided in Section 9.3; (n) to make distributions to the Partners in accordance with this Agreement; (o) subject to Section 5.3 and the Consent of the other Partners pursuant to subsection 5.1.2 hereof, to consummate a Sale of the Property. (p) subject to Section 5.4 and the Consent of the other Partners pursuant to subsection 5.1.2 hereof, to obtain and consummate a Refinancing of the Property; (q) to protect and reserve the Partnership's title to and interest in the Property; (r) after consultation with the other Partners and subject of subsection 9.1.2, to prepare and file all federal and state income tax information returns, and to determine, subject to Section 9.4, whether the Partnership should make available elections for federal or state income tax purposes; (s) to select any insurance carrier, and, subject to Section 5.5 and the consent of the other Partners pursuant to subsection 5.1.2 hereof, the type and amounts of insurance to be purchased and maintained by or on behalf of the Partnership; (t) to take all action which may be necessary or appropriate for the continuation of the Partnership's valid existence as a limited partnership under the laws of the State of Florida; and (u) to otherwise carry on and transact all other normal business functions necessary to manage the business of the Partnership in accordance with and as limited by this Agreement. All decisions made for and on behalf of the Partnership by the Managing General Partner consistent with the above provisions shall be binding upon the Partnership. Dead- locks shall be decided by a majority vote of the partnership. No person dealing with the Managing General Partner shall be required to determine his authority to make an undertaking on behalf of the Partnership, nor to deteiinine any facts or circumstances bearing upon the existence of such authority. 5.1.2 Without the Consent of those Limited Partners holding not less than seventy-five percent (75%) of the Interests in the Partnership at the time such Consent is requested, the Managing General Pal tiler shall not have the authority to take any of the following actions: (a) Admit new Partners; 13 (b) Sell, transfer, exchange, trade, lease, hypothecate or other wise dispose of all or any portion of the assets of the Partnership (other than in the ordinary course of business); (c) Refinance the Property or any part thereof; (d) Incur any indebtedness by the Partnership, except for purchase money indebtedness and shot -term borrowings in the ordinary course of business; (e) Pay any compensation to any Partners of the Partnership or any Affiliates of any Partners of the Partnership for services rendered to the Partnership, except as may be provided in the definition of "Operating Expenses" and in Section 5.2 hereof; (f) Withdraw as a General Partner of the Partnership or Consent to withdrawal by any other General Partner of the Partnership; (g) (h) Terminate the Partnership; Amend this Agreement; (i) Pay or grant any leasing commissions, rent abatement or tenant allowances in connection with initial rental or re -rental of the space in the Property in excess of standards that are commercially reasonable; (j) Make any material changes or alterations to the Property which vary from the development Plan; (k) (1) Make any loans by the Partnership; Accept any loans to the Partnership, except as otherwise provided herein; (m) Grant or convey any easement, Iien, mortgage, deed of trust or other encumbrance upon the Property, the Personal Property or any portion thereof; (n) (o) (p) (q) of the Partnership; or (r) Create or terminate, or increase or decrease the amount of, any reserves; Acquire any land or interest therein (exclusive of the Land); Do any act in contravention of this Agreement; Do any act which would make it impossible to carry on the ordinary business Confess a judgment against the Partnership. 14 5.1.3 The Managing General Partners shall not be required to manage the Partnership as his sole and exclusive function; moreover, each Partner may have other business interests and may engage in other activities in addition to those relating to the Partnership, including the making, or management of other investments. Neither the Partnership nor any Partners shall have any right, by virtue of this Agreement or the Partnership created hereby, in or to such other ventures or activities or the income or proceeds derived from unrelated activities of the other Partners. Each Partner hereby consents to the pursuit of such ventures by the other Partners, even if competitive with the business of the Partnership, and acknowledges that such ventures shall not be deemed wrongful or improper. Except as otherwise provided in this Agreement or in any other agreement between the Partners, no Partner nor any Affiliate of a Partner shall be obligated to present any particular investment opportunity to the Partnership even if such opportunity is of a character which, if presented to the Partnership, could be taken by the Partnership; and each Partner and each Affiliate of a Partner shall have the right to take for its own account, or to recommend to others, any such particular investment opportunity. 5.1.4 Each Partner shall execute all necessary documents in furtherance of the performance by the Partnership or any Partner of any acts peimitted under this Agreement. 5.1.5 The Partners recognize that the Property needs substantial rehabilitation in order to open for occupancy. Therefore, in order to expedite matters, during the period commencing on the date of the approval of the Development Plan by other Partners, the Managing General Partners shall have the power, authority and responsibility for the construction and development of the Property, including the authority and, if necessary to implement the Development Plan, the responsibility to seek and negotiate with a construction lender (the "Construction Lender") on behalf of the Partnership a construction loan and, subject to the approval of the terns and conditions of such construction loan and the form of the construction loan documents by the other Partners, to execute and deliver a construction agreement (the "Construction Loan Agreement") and all security documents required pursuant thereto. After execution and delivery of the Construction Loan Agreement, the Managing General Partners shall have the authority and responsibility for the conduct of relations with the Construction Lender, including the authority to act on behalf of the Partnership in requesting and obtaining advances from the Construction Lender. The Managing General Partners shall cause the Partnership timely to perform all construction, disbursement and reporting requirements imposed upon the Partnership under the Construction Loan Agreement. The Managing General Partners shall keep the other Partners timely informed of the progress of construction activities and the status of the Construction Loan Agreement, and, upon request from time to time of any other Partner, shall furnish such Partner with copies of all correspondence, documents and notices sent or received by the Managing General Partners relating to the construction of the improvements, including, without limitation, requisitions, receipts and other documents submitted by the Managing General Partners on behalf of the Partnership to Construction Lender. The Managing General Partners may, without the Consent of the other Partners cause the Partnership to make minor changes to the Development Plan that do not denigrate the overall quality or character of the Improvements; provided, however, that the Managing General Partners shall obtain the consent of the other Partners to all proposed changes tot he Development Plan that must be approved by the Construction Lender pursuant to the Construction Loan Agreement. 15 5.1.6 The Managing General Partners shall have the power, authority and responsibility to negotiate on behalf of the Partnership a permanent loan from a lender ("Permanent Lender") to refinance the Construction Loan and, subject to the Consent of the other Partners to the terms and conditions of the permanent loan agreement (the "Permanent Loan Agreement") and the form of any security documents required pursuant thereto, to execute and deliver on behalf of the Partnership the Permanent Loan Agreement and such security documents. 5.1.7 The Managing General Partners must unanimously agree to any action which they take on behalf of the Partnership. Section 5.2 Property Management 5.2.1 The Managing General Partner shall manage the Property. Section 5.3 Sale of the Property 5.3.1 The Managing General Partner shall not have the right to negotiate a Sale of, or cause the Partnership to sell, the Property, without the Consent of the other Partners pursuant to subsection 5.1.2 hereof. 5.3.2 The Partners agree to timely inform one another regarding their related to a potential Sale of the Property. 5.3.3 In connection with any sale of the Property, each Partner shall make and/or receive such representations and warranties as may be mutually agreed upon by all Partners. Section 5.4 Refinancing 5.4.1 The Managing General Partners shall not have the right to obtain or consummate a Refinancing without the Consent of the other Partners pursuant to subsection 5.2.1 hereof. 5.4.2 The Partners agree to timely consult with one another regarding the teuiis and conditions of any proposed loan commitment that any party desires to obtain from a lender in order to consummate a Refinancing. Section 5.5 Liability of Partners for Acts and Omissions; Indemnification Except for any loss, damage or claim arising from any breach of any covenant or agreement of any Partner contained in this Agreement, no Partner shall be liable, responsible or accountable in damages or otherwise to any other Partner for, and the Partnership shall defend, indemnify and hold 16 each Partner harmless from and against all claims, losses, damages and liabilities, including all costs, fees and attorneys` expenses in connection therewith arising out of any acts or omissions by such Partner in good faith on behalf of the Partnership or the Partners, as the case may be, and in a manner reasonably believed by such Partner to be within the scope of the authority granted to such Partner by this Agreement and in the best interests of the partnership or the partners, as the case may be; provided, however, that such acts or omissions are not the consequence of gross negligence, willful misconduct or breach of fiduciary duty by or of such Partner or any Affiliate of such Partner; and, provided further, that the satisfaction of any indemnification shall be from and limited to partnership assets and no Partner shall have any personal liability on account thereof. ARTICLE SIX Withdrawal, Liability and Incapacity of General Partners Section 6.1 Withdrawal Each General Partner agrees that, without the Consent of those Partners holding at least a majority of the Interests at the time, a general Partner shall not withdraw from or intentionally cause a dissolution of the Partnership and that such rights with respect to a General Partners' Interest shall be limited to the right to sell, transfer, assign or otherwise alienate its Interest in accordance with the provisions of Article Seven hereof. Section 6.2 Liability Upon Ceasing to be a General Partner If a General Partner shall voluntarily or involuntarily for any reason sell, transfer, assign or other otherwise alienate its Interest, such General Partners shall be and remain liable for its portion of any obligations and liabilities incurred on account of the activities of the Partnership prior to the time such sale, transfer, assignment or alienation shall have become affective, but such General partner shall be free of any obligation or liability incurred on account of the activities of the Partnership from and after the time such sale, transfer, assignment or alienation shall have become effective. Section 6.3 Incapacity of a General Partner Upon the Incapacity of a General Partner or General Partners, such General Partner or General Partners shall immediately cease to have any authority to act on behalf of the Partnership and, notwithstanding any other provision of this Agreement to the contrary, the remaining General Partner shall have the exclusive right to manage and control the business and affairs of the i7 Partnership as provided herein; provided, however, that if there be no remaining General Partner, then any Limited Partner shall have the right to become a General Partner, whereupon such Partner shall have the exclusive right to manage and control the business and affairs of the Partnership as provided herein. In addition, upon such Incapacity of a General Partner, the Partnership shall be dissolved unless the remaining General Partner (or Limited Partner electing to become a General Partner in accordance with the immediately preceding sentence) agrees to continue the business of the Partnership (and the other General Partner, by execution of this Agreement, expressly so agrees to continue the business of the Partnership). ARTICLE SEVEN Transferability of Partners' Interests Section 7.1 Restrictions on Transfers of Interests 7.1.1 Except as expressly provided in subsection 7.1.2, no sale, assignment, transfer, withdrawal, encumbrance or hypothecation shall be made by any Partner of the whole or any part of its Interest without the Consent of those Partners holding at least a majority of the interests at the time. No such sale, assignment, transfer, withdrawal, encumbrance or hypothecation in violation of this Section 7.1 shall be valid or effective for any purpose, and no Consent to one or more of the same shall be deemed Consent to any other of the same. 7.1.2 Notwithstanding anything contained in subsection 7.1.1 hereof to the contrary, any Partner of the Partnership or any Partner of Associates shall be pe►initted to sell or assign his or its limited partnership Interest in the Partnership or Associates at any time. Section 7.2 Assignees and Transferees 7.2.1 If there has been an assignment or transfer by any Partner as provided in Section 7.1, the Partnership shall not be dissolved or wound up, but instead shall continue as before with the addition or substitution of such transferee or assignee as a new Partner. Notwithstanding the foregoing, as a condition to any transfer or assignment by any Partner or any subsequent transferee or assignee, the transferee or assignee must execute this Agreement and agree to be bound by all of its teinis and provisions of this Agreement to the same extent and in the same mariner as the Partner desiring to make the assignment or transfer of its Interest. 7.2.2 The Partnership need not recognize for any purpose any purported sale, assignment or transfer of all or any part of the Interest of a Partner unless the provisions of Section 7.1 and 7.2 shall have been complied with and there shall have been filed with the Partnership a written and dated notice of such sale, assignment or transfer, executed and acknowledged by both the seller, assignor or transferor and the purchaser, assignee or transferee and such notice (i) contains the assumption and acceptance by the purchaser, assignee or transferee of all of the obligations, terms and provisions of this Agreement and (ii) represents that such sale, assignment or transfer was made in accordance with all applicable Laws and Regulations. Any sale, assignment or transfer shall be 18 recognized by the Partnership as effective on the date of such notice if the date of such notice is filed with the Partnership, and otherwise shall be recognized as effective on the date such notice is filed with the Partnership. All costs and expenses in connection with any such sale, assignment or transfer shall be borne by the transferor. 7.2.3 No purchaser, assignee or transferee of all or any part of the Interest ofa Partner shall have any right hereunder until there has been full compliance with the provisions of this Article Seven. 7.2.4 No purchaser, assignee or transferee of all or any part of the Interest of any Limited Partner shall have the right or authority to act on behalf of the Partnership except as expressly provided in this Agreement. Section 8.1 ARTICLE EIGHT Dissolution. Liquidation and Termination of the Partnership Events Causing Dissolution The Partnership shall be dissolved upon the happening of any one of the following events: (i) the expiration of its term; (ii) the Incapacity of a Sole General Partner (unless a Limited Partner elects to become a General Partner pursuant to Section 6.3 hereof); (iii) the sale or other disposition of all, or substantially all, of the assets and property of the Partnership; (iv) the election in writing by the Partners to dissolve the Partnership; or (v) the happening of any other event causing the dissolution of the Partnership under the laws of the State of Florida. Dissolution of the Partnership shall be effective on the date on which the event occurs giving rise to the dissolution, but the Partnership shall not terminate until the Partnership's Certificate of Limited Partnership shall have been cancelled and the assets of the Partnership have been distributed as provided in Section 8.3. Notwithstanding the dissolution of the Partnership prior to the termination of the partnership, as aforesaid, the business of the Partnership and the affairs of the Partners, as such, shall continue to be governed by this Agreement. Without limitation of the other provisions hereof, the admission ofa new Partner shall not cause the dissolution of the Partnership. Section 8.2 Alternative Dissolution Upon 19 Incapacity of a Partner 8.2.1 In the event of the Incapacity of any Partner, the non -Incapacitated Partners shall have an option, but not an obligation, to redeem such Partner's Interest, on a proportionate basis according to the percentage of Interests held by them at the time, within ninety (90) days after the date of such Incapacity in accordance with the provisions of subsection 8.2.2 hereof. 8.2.2 The Incapacitated Partner's Interest shall be acquired by the acquiring Partners for the consideration and on the terms and conditions hereinafter set forth_ Such consideration shall be the amount (if any) that will product for the Incapacitated Partner the same amount as such Partner would have received (i) if the assets owned by the Partnership at such time of incapacity had been sold for cash at their then fair market value, (ii) the Partnership had been dissolved and liquidated following such sale, and (iii) the proceeds of such sale and other assets of the Partnership had been applied and distributed in accordance with the provisions of this Agreement. The fair market value of the Partnership's assets shall be as agreed upon by the acquiring and Incapacitated Partners or, if they fail to agree upon such value within thirty (30) days as determined by an Appraisal. Any sum payable to the Incapacitated partner for its Interest must be paid within ninety (90) days after the determination of the amount certified check, cashier's check or wire transfer of federal funds. Simultaneously with the payment of such sum (or in the event no amount shall be payable to the Incapacitated Partner for such Interest, then upon demand by the Partnership or the acquiring Partners, as the case may be, the Incapacitated Partner shall deliver or cause to be delivered to the acquiring Partners, such assignments of such Incapacitated Partner's Interest with covenants that such Interest is free and clear of all liens, claims and encumbrances. and other instruments and documents confirming the assignment and transfer as the acquiring Partners shall reasonably request. Except as the acquiring and Incapacitated Partner may otherwise agree, the acquisition of such Interest shall be deemed effective as of the date of incapacity, and accordingly, in the event of such acquisition, the Partners acquiring such Interest shall be entitled to all Taxable Income and Tax Loss, Distribution Cash and Sale or Refinancing proceeds for any period after the date of incapacity. If there would be only one Partner as a result of the acquisition of such Interest, the acquiring Partner may at its discretion admit another Person to the partnership as a partner without the Consent of the Incapacitated Partner. Section 8.3 Liquidation 8.3.1 Upon dissolution of the Partnership, the liquidating agent provided for in subsection 8.3.3 shall liquidate the assets of the Partnership and apply and distribute the proceeds thereof (after the payment of all debts and liabilities of the Partnership. all expenses of liquidation. and the setting up of ant reserves for contingencies which the liquidating agent may consider necessary) in accordance with Section 4.3. 8.3.2 Notwithstanding the provisions of subsection 8.3.1, the liquidating agent shall have three reasonable right and discretion to determine in good faith the time, manner and tends of any sale or sales of all or any part of the Property having due regard to the activity and condition of the relevant market and general financial and economic conditions, and in the event the liquidating agent 20 shall determine that an immediate sale of part or all of the Partnership assets would cause undue loss to the Partners, the liquidating agent, in order to avoid such loss, may, to the extent then permitted by the Act, either defer liquidation of and withheld from distribution for a reasonable time, any assets of the Partnership except those necessary to satisfy the Partnership's debts and obligations, or distribute the assets to the Partners in kind. In the case of any proposed distribution of Property in kind, the Capital Account of each Partner shall be adjusted as if such Property were sold for its fair market value immediately prior to such distribution. 8.3.3 Upon the dissolution of the Partnership following the occurrence of any of the events described in items (i), (ii), (iv) or (v) of Section 8.1, the Managing General Partner shall act as the liquidating agent and shall determine the time, manner and terms of any sale or sales of all or any part of the Property. 8.3.4 All distributions with respect to the Partnership and all returns of Capital Contribution to each Partner shall be payable solely from the assets of the Partnership and no Partner shall have any recourse against any other Partner for such distributions or returns (and no Partner with a deficit in its Capital Account shall have any liability to the Partnership or to any other Partner by reason of such deficit) except that the General Partners shall collectively be liable to the other Partners with respect to any such deficits in an amount up to 1.01 % of the aggregate of the Capital Contributions made by all Limited Partners. 8.3.5 The General Partners or the non -Incapacitated General Partner or liquidator, whichever is applicable, shall cause the cancellation of the Partnership's Certificate of Limited Partnership following the liquidation and distribution of all of the Partnership's assets. 8.3.6 Unless otherwise required by law or order of a court of competent jurisdiction or agreement of all Partners to the contrary, any teimination of the Partnership for any reason whatsoever which would otherwise occur during the least six (6) months of any fiscal year shall not occur until January 31, of the next fiscal year. Section 9.1 ARTICLE NINE Books and Records; Accounting; Tax Elections Books and Records; Reports 9.1.1 The books and records of the Partnership shall be maintained in accordance with income tax accounting methods used by the Partnership. The books and records shall be kept at the principal office for inspection by any Partner available upon reasonable notice for inspection by any Partner or its designated representatives during reasonable business hours. Each Partner may make a reasonable number of copies or extracts of the books and records at its expense. 9.1.2 The Accountants shall prepare for execution by the Managing General Partners all tax returns of the Partnership, if required by the Consent of those Partners audit the books of the 21 Partnership, and shall certify, in accordance with accounting methods followed by the Partnership for federal income tax purposes, a balance sheet and a profit and loss statement. All annual tax returns of the Partnership shall be submitted to the Managing General Partner for approval, and to the other Partners for review, at least fifteen (15) days prior to the required filing date. 9.1.3 Each Partner shall be furnished (i) if requested on a quarterly basis, within twenty (20) days after the end of each fiscal quarter, with a financial report as of the end of such fiscal quarter; (ii) by April 1 of each year with such additional information as shall be necessary for the preparation of all Partners' tax returns; and (iii) on an annual basis, within one hundred twenty (I 20) days after the end of each fiscal year, with a balance sheet and annual operating statement for the Partnership on a cash basis. The Partnership shall provide at its sole expense such additional financial or other statements as the Partners may reasonably deem advisable. Section 9.2 Accountin2 and Fiscal Year The books of the partnership shall be kept on a cash basis. The fiscal year of the Partnership shall be January 1 through December 31 unless otherwise determined by the Partners. Section 9.3 Bank Accounts and Investments The bank and cash management accounts of the Partnership (not including any accounts being maintained by the property management firm engaged by the Partnership) shall be maintained in a financial institution approved by the Partners. All deposits and other funds not needed in the operation of the business or not yet distributed may be invested by the Managing General Partner or his designee in United States Government securities, securities issued or guaranteed by United State Government agencies, certificates of deposit or time or demand deposits in commercial banks or - savings and loan associations insured by United States Government agencies, or funds or unit investment trusts investing in the above. The funds of the Partnership shall not be commingled with the funds of any other Person. Section 9.4 Tax Elections and Treatment All elections required or permitted to be made by the Partnership under the Code shall be made by the Managing General Partner as advised by the Accountants with the Consent of the other Partners pursuant to subsection 5.1.2 hereof. The Partnership shall elect to use the straight-line method of depreciation with respect to real property and personal property as permitted under Section 168 of the Code. The Partnership shall make an election under Section 754 of the Code at the request of any Partner. Section 9.5 Tax Audits The Managing General Partner is hereby designated as the "Tax Matters Partner" under Section 623 I (a) (7) of the Code and shall manage audits of the Partnership conducted by the Internal Revenue Service pursuant to the audit procedures under the Code and the regulations issued thereunder. The Partnership, through the Managing General Partner, is authorized to cooperate with 22 and to monitor the Internal Revenue Service in any audit that the Internal Revenue Service may conduct of the Partnership books and records and information or other returns filed by the Partnership for federal income tax purposes. The Managing General Partner shall take all actions necessary under the Tax Equity and Fiscal Responsibility Act of 1982 to preserve the rights of the Partners with respect to audits and will provide all Partners with any notices of such proceedings and other information as required by such Act. The Managing General Partner shall keep the Partners timely informed of its activities under this Section 9.5. The Partnership through the Managing General Partner, may similarly cooperate with and monitor any audit by any state tax or other state or local governmental authority. The partnership may prepare and file protests or other appropriate responses to such audits. The Managing General partner shall designate counsel or Accountants to represent the Partnership in connection with any audit conducted by the Internal Revenue Service or by any state or local authority. All costs incurred in connection with the foregoing activities, including legal and accounting costs, shall be borne by the Partnership and shall be treated as Operating Expenses. Any additional expenses with respect to judicial review of adverse determinations in connection with any such tax audits or the defense of any partner against any claim asserted by the Internal Revenue Service or state or local its ownership of its Partnership Interest shall only be incurred by the Partnership following the Consent of those Partners holding at least a majority of the Interests at the time. Section 9.6 Capital Accounts A separate Capital Account shall be maintained for each Partner. There shall be credited to each Partner's Capital Account the amount of its Capital Contribution and its share of Taxable Income; and there shall be charged against each Partner's Capital Account the amount of all distributions to it of Distributable Cash and Sale or Refinancing Proceeds and its share of Taxable Loss. Each Partner's Capital Account shall be maintained and adjusted in accordance with adjustments to capital accounts permitted by Section 704 (b) of the Code and the Treasury Regulations thereunder in the case of a Partner who receives the benefit or detriment of any special basis adjustment under Sections 734, 743 and 754 of the Code. Section 10.1 ARTICLE TEN Miscellaneous Provisions Modifications This Agreement may not be modified, discharged or changed in any respect whatsoever, except by a further agreement in writing duly executed by all Partners. However, any consent, waiver, approval or authorization shall be effective if signed by the party granting or making such consent, waiver, approval or authorization. 23 Section 10.2 Notifications Any notice, demand, consent, authorization or other communication {collectively, a "Notice") which any Partner is required or may desire to give to or make upon the other Partners pursuant to this Agreement shall be in writing and shall be effective and valid only if in writing, signed by the party giving such Notice, and delivered personally (upon an officer, general partner or officer of a general partner of the Partner receiving such Notice if such Partner is not an individual) to the other Partners sent by express courier or delivery service or by registered or certified mail of the United States Postal Service, postage prepaid, return receipt requested, addressed as follows (or to such other address as any partner may be noticed to the other Partners specify); To Generil Partner: with a copy to: To Limited Partner: LA COVADONGA RETIREMENT LIVING, INC. c/o Dr. Jack Michel 7031 S.W. 62'd. Avenue Miami, Florida 33143 Martin W. Wasserman, Esquire Galbut, Galbut, Menin & Wasserman, P.A. 999 Washington Avenue Miami Beach, Florida 33139 Fax: (305) 531-6987 MAVEN RETIREMENT INVESTORS, LTD. c/o Mr. Morris Esfonnes 3737 West Arthur Lincolnwood, II. 60645 Fax: (847) 674-1962 Mr. Philip Esformes 3737 West Arthur Lincolnwood, Il. 60645 Fax: (847) 674-1962 with a copy to: Mr. Jack J. Michel 7031 S.W. 62nd. Avenue Miami, Florida 33143 Fax: (305) 284-7500 Mr. Philip Esformes, as Trustee 3737 West Arthur Lincolnwood, I1. 60645 Fax: (847) 674-1962 Martin W. Wasserman, Esquire Galbut, Galbut, Menin & Wasserman, P.A. 999 Washington Avenue Miami Beach, Florid 33139 Fax: (305) 531-6987 Unless otherwise specified, Notices shall be deemed given when received, but if delivery is not accepted, on the earlier of the date after the same is deposited with the Untied States Postal S ervice. 24 Section 10.3 Partition The Partners agree that the Property is not and will not be suitable for partition. Accordingly, each Partner hereby irrevocably waives any and all rights that such Partner may have to maintain any action for partition of the Property. Section 10.4 Binding Provisions The covenants and agreements contained herein shall be binding upon and inure to the benefit of the successors and assigns of the respective parties hereto. Section 10.5 Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. Section 10.6 Counterparts This Agreement may be executed in any number of original counterparts, all of which evidence only one agreement, and only one of which need be produced for any purpose. Section 10.7 Severability The invalidation or unenforceability in any particular circumstances of the provisions of this Agreement shall in no way affect any of the other provisions hereof, which shall remain in full force and effect. Section 10.8 Captions The captions of this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope, meaning or intent of this Agreement. Section 10.9 Exhibits All recitals and all exhibits referred to in this Agreement are incorporated herein by reference and shall be deemed part of this Agreement for all purposes as it set forth at length herein. Section 10.10 Entire Agreement This Agreement contains the complete and entire agreement between this parties relating to the continuation of the Partnership, and superseded all prior negotiations, agreements, 25 representations and understandings, if any, between the parties respecting such matters. Section 10.11 Consents Except as otherwise expressly provided herein to the contrary, whenever the Consent of any Partner is a condition precedent to the taking of an action by any other Partners, each Partner covenants not to unreasonably withhold or delay such Consent and such Consent will be deemed to have been given to the other Partners unless the Partner whose Consent is required advises the other in writing within fifteen (15) days (unless a longer or shorter period is expressly provided herein to the contrary) of the request therefor that such Consent is not given setting forth in reasonable detail the specific matters which are not consented to, approved or found to be satisfactory and the reason for denying such Consent. Section 10.12 Limitation on Liability Anything contained to the contrary in this Agreement notwithstanding, the General Partners agree that they will look only to LA COVADONGA RETIREMENT LIVING, INC.'s estate and interest in and to the Property and the Partnership for the collection of any judgment or other judicial process requiring the payment of money by the General Partner. No other property or assets of LA COVADONGA RETIREMENT LIVING, INC. or of any officer, director, stockholder or beneficial owner of LA COVADONGA RETIREMENT LIVING, INC., or of any disclosed or undisclosed principal of LA COVADONGA RETIREMENT LIVING, Inc., shall be subject to levy, execution or other enforcement procedures for the satisfaction of any such judgment or other judicial process. It is intended by the foregoing that, except as expressly provided in this Section 10.12, no officer, director, stockholder, beneficial owner or partner of LA COVADONGA RETIREMENT LIVING, INC., nor any disclosed or undisclosed principal of LA COVADONGA RETIREMENT LIVING, INC., shall have any personal liability hereunder. IN WITNESS WHEREOF, the Partners have executed this Agreement as of the date first above written. (et GENERAL PARTNER: LA COVADON RETIREMENT LIVING, INC., a Florida c • -.or. - on BY: Mic - el, President 26 STATE OF FLORIDA )SS: COUNTY OF DADE LIMITED PARTNER: MAVEN RETIREMENT INVESTORS, LTD. a Flo 'da Limited Partnership orris EsfPresident of MAVEN RETIREMENT LIV �' , INC., a Florida Corporation as General Partner o MAVEN RETIREMENT INVESTORS, LTD. a Florida Limited Partnership THIS DAY personally appeared before me, the undersigned authority, JACK J. MICHEL, as President of the LA COVADONGA RETIREMENT LIVING, INC., a Florida corporation, on behalf of said corporation, who is personally known to me, on this a 6 day of P , 1998. My Commission number: My Commission expires: AE NE R. OS AN Amy Ccrnm ssron Expires 12/28/98 Commission No. CC428I08 STATE OF ILLINOIS ) )SS: COUNTY OF COOK ) Notary Public, State of Florida THIS DAY personally appeared before me, the undersigned authority, MORRIS ESFORMES, as President of MAVEN RETIREMENT LIVING, INC., a Florida Corporation on behalf of said corporation, as General Partner of MAVEN RETIREMENT INVESTORS. LTD. a Florida Limited Partnership on this / -14' day of r�-r-© R. , 1998. My Commission number: My Commission expires: OFFICIAL SEAL RUTH SHAYMAN NOTARY PUBLIC, STATE OF ILLINOIS MY COMMISSION EXPIR£S:Q4/Q3/01 27 Notary Public, State of znois General Partner: SCHEDULE "A" Contribution Percentage LA COVADONGA RETIREMENT LIVING, INC. 14310 a Florida corporation Limited Partner: MAVEN RETIREMENT INVESTORS, LTD, a Florida Limited Partnership $250,000.00 25% JACK J. MICHEL 51% PHILIP ESFORMES 19% PHILIP ESFORMES (as Trustee) 5% 28 Parcel 11 Parcel 12 Parcel 13 EXHIBIT "B,' That port of the 1 1/2 of Tract wA' of Revived Plat of Sesrento. according to Plat thereof, rocordod in Flat Book 34, Page 21, af; tha Public Records of bade Emmy, florid', described es Tallowy; *IrCTNNING at a point on the West line of Biscayne Roul yard Which point is 55.07 feet Meat of the cantor line of Biscayne 'and 50 foot South of the NE corner of sold S '1/2 of Tract "a" Of Saarsnto, thanes run West parallel with and 45,40 feet South of the North line of the said 1 1/2 of Tract *A' a distance ot 794,41'feet to the Nest line of said S 1/2 Tract we; th ence run South and along thi West line of said 1 1,/2 of Tract A of Ssarerlto a distance of 119.65 feat to the SW corner of avid 1 1/2 of Tract 'A' of seerento; thence run Boatload along the South line{ of said S 1/2 of Tract *A" to the West line of Niscayne sou1!•iard,- thence run Northeasterly and along the West line of Biscayne Boulevard a distance of 131.73 feet more or lots to the point of beginning. ALSO 11ECIWNINC at a point 125 ft. South of the NW corner of the S 1/2 of the NE 4/4 of Section 32, Township 52 South, Range 47 East, eaid.poirlt also being the Sit corner of the S 1/2 of Tract 'A" of Searstlto according to the rovissd plat !hereof', recorded in Plat book 34, Peg, 21, of the Public Records of Dada county, .Tloridal thence run South along the West line of the S 1/2.of the NE 1/4 of Section 32, Township 52 south, Range 42 Rant a distance of 47.4 febt= thence run Most pssrallal with and 47.4 feet Booth of ties South Line of said 5 1/2 of Tract '"Ae of 5earsnto **distance of 717.90 fast sort or lass to the West lino of lWliscayne loulevard which said point on the West line of Riaaayna boulevard is S5,05 fast West of the canter line of Wisosyne boulevard; thence run $ortt%eattsrly and* along the Best line of biscryne Boulevard 53.09 foot to the SE cornet of 1 1/2 of Tract "A" of Searanto; thence run West and along thi South lima of said it 1/2 of 'Tact 'la of •Naar., to to the SW corner of •aid 5 1/2 of Toast "A" of Searanta, being the point of beginning/ Said tract of land being in the S 1/2 of the 'NE ,l/4 of Section 32, Township 52 South, Range 42 East. its tporctoa ot. property conv.y"d to Dodo .eeYocy by Dived recorded is Official Dotards nook 1031,?a;e 19293 Rant 3 acres of South 2.5 :hairs oe North 5 chains of South I of lfld[ at Secriaa 32, iowaship 52 South, Bougie 42 fait, more particularly described se follows: laginn."agd ar the Southwest corner of the arrthcesclt of Section 32, Township 52 South, San;s 42 East, anions North 330 feet for tier fo1Ac of Booming; chines East 704.4 feet to the eaatar of the road Mown so the fast Dixie pi;hway; thence Northeasterly along chi canter of said highway to • point 165 foss north of tau South llae of this property. if produced aasdarly, thence Yaac 741.45 !eft to the Vest boundary line of the Worthaasth, of Secciao 32, Township 12 South, yp;a 42 Emot, thence South 165 fast to the Point of fetuses;, situate its Dade County, Ploridei LESS chi Southeasterly 35 feet *seamed for right. -of -way for Staesyne Poulsvard, sad Liu portion• eonreysd' to Dada Coemry by Deeds recorded to Official records fool: 9031,tape 1927 end in official itecorde Rook 5011,Pgge 1931 AMENDMENT TO THE PARTNERSHIP AGREEMENT OF LA COVADONGA RETIREMENT LIVING INVESTORS, LTD. This Amendment to the Limited Partnership Agreement dated this 1,j day of March,1999 by and between the Limited Partners as described in the attached Exhibit and Maven Retirement Living, Inc., as General Partner. WHEREAS, the Limited Partners and the General Partners have entered into an agreement for a Limited Partnership as filed with The State of Florida on July 22, 1998 and, WHEREAS, certain questions have arisen regarding the status of Limited Partners in the event of a sale or refinance of the properties of which the Limited Partners have an interest, and, WHEREAS, the Limited Partner and General Partner desire to Amend the Partnership agreement in order to clarify their understanding of the status between then in the event ofa sale or refinance, NOW THEREFORE IT IS AGREED AS FOLLOWS: Paragraph 4.3.1. of the above described Partnership Agreement is hereby amended as follows: In the event of refinancing, the proceeds thereof not used for repairs or rehabilitation of the Property, nor needed for the operation of the business, shall first be distributed to the Limited Partners as a return of their investment with any funds remaining after the complete reimbursement to be distributed One -percent (1%) to the General Partner Ninety-nine (99%) percent to the Limited Partners. Upon a return of the capital invested to the Limited Partners, whether in whole or part, the preferential interest payments described in Paragraph 3.3.1 shall be proportionally reduced by the amount of repayment and the Limited Partners shall then participate in the operating profits of the business in the same percentage that their preferential interest payments were reduced. Until such time as there has been a return of capital to the Limited Partners, the Limited Partners shall be entitled to the preferred interest payments as described paragraph 3.3.1. and shall not participate in the net profits in the business. However, at such time that the Limited Partners receive a complete return of their capital contributed, the preferred payments shall cease completely and the Limited Partners shall than participate in the net operating profits of the business according to the percentages described in the schedule attached to the Agreement and as may be subsequently Amended. Notwithstanding any of the foregoing, the Limited Partners remain as investors in the Property according to the schedule attached to the Partnership Agreement whether or not the Limited Partners receive a return of their capital invested. The General Partner reserves the right to substitute collateral satisfactory to Maven Retirement Investors, Ltd., and in that event the interest payments shall continue as specified in Section 3.3. above. Date: March IS , 1999 GENERAL PARTNER: THE COVADONGaETIREMENT LIVING, INC., a Florida corporation / BY: ,----- JACK J. MICHEL, President Date: March' 9, 1999 Date: March /,.5",41999 • Date: March ac7, 1999 v'Gd Lc -,fit. Date: March 2-cr 1999 LIMITED PARTNER: MAVEN RETIREMENT INVESTORS, LTD. a Florida Limit hip By: MOESFFFONES, as President of MAVEN RETIREMENT ING, INC., a Florida Corporation as General Partner of MAVEN RETIREMENT INVESTORS, LTD. a Florida Limited Partnership. LIMITED PARTNER: i BY: .TACK J. MICIIEL, as Limited Partner of MAVEN RETIREMENT INVESTORS, LTD., a Florida Limited Partnership. LIMITED PARTNER: BY; 1 PHILIP ESFORM S-, as Limited Partner of MAVEN RETIREMENT INVESTORS, LTD., a Florida Limited Partnership LIMITED PARTNER: BY PHILIP ESFORMES r stee, as Limited Partner of MAVEN RETIREMEN VESTORS, LTD., a Florida Limited Partnership STATE OF FLORIDA COUNTY OF DARE THIS DAY personally appeared before me, JACK J. MICHEL, as President of THE COVADONGA RETIREMENT LIVING, INC., a Florida corporation, on behalf of said corporation, who is personally known to me on this 1 j day of March, 1999 My commission expires: STATE OF ILLINOIS COUNTY OF COOK Notary Public rr ANNE R. OSMAN My Commission Expires 121232002 Commission No. CC 79681 THIS DAY personally appeared before me, MORRIS ESFORMES, as President of MAVEN RETIREMENT LIVING, INC., a Florida corporation, on behalf of said corporation, who is personally known to me on this7`%'day of March, 1999. RUTH SHAYMAN NOTARY PUBLIC, STATE OF ILLINOIS MY COMMISSION EXPIRRES:04/03101 STATE OF ILLINOIS COUNTY OF COOK No THIS DAY personally appeared before me, PHILIP ESFORMES, as Limited Partner of MAVEN RETIREMENT LIVING, INC., a Florida corporation, on behalf of said corporation, who is personally known to me on this `%'day of March, 1999. ye�rmsAi RUTH SHAYMAN NOTARY PUBLIC, STATE OF ILLINOIS MY COMMISSION EXPIRES:04/03/01 STATE OF ILLINOIS COUNTY COOK THIS DAY personally appeared before me, PHILIP ESFORMES, as Trustee, as Limited Partner of MAVEN RETIREMENT INVESTORS, LTD., a Florida Limited Partnership, on behalf of said partnership, who is personally known to me on thisz `'day of March, 1999. M commission x OFFICIAL SEAL RUTH SHAYMAN NOTARY PUBLIC, STATE OF ILLINOIS MY COMMISSION EXPIRES:04/03/01 Notary Public 01/10/2005 09:36 9549896232 JpN 10 2005 08:22 PP CHICAGQ TITLE 305 267 4674 TO 1954305$202 PAGE 02102 F.02 W M* Ca11wgl+. *Amyl ragq ..y filwaisiun This %riskPea M.a, wilel ■La covadonge card center, tnc,� "Y ■1 ;•guars 4 1r. ,v9s ity .... , .44t 820 .ndor rb/ ilibm of elordde e.11.dtf,. goy. 24th av+mcer ltiitni, Florida,l 3506t iir f46"0 1 r heeinaf$w orwookt; r. A. Crar. C Ad Cdr4dcria Retixgyp �dtdr Clio lax* of the n�Coia°inrtaa: Li�+ittd Pa ctnerahtp oxgan3e w,reffr�r Mimes h 7031 s W. 62rtd Avenue, Miami, Florida 33143 korioaff.. ebllyd th► mom, INgsla : le= d .M ". i ti... a 41 A.,, prnip. it y'd"'"`.m...+ w ea appli rain to oft,. r,rvytt mrsif l4 1�w�7► +t 1•ar4, .f the ramMen pr of !� 1 �. oo mitt al,., wart. r 1atio +tnd onfirm uMo Ilio d kb.Men land da t[o., , ii hrrouln. "II' f7arldk WV FOLIO NCI. a o1-411P-.0 '002D t r.rlatn Much, tr Lot 3, pluck tit ROrkt MI a cept the Werth 21.24 feet or the West lot teat, and eet of P1aLRecotraer f, a* County, is Plat Doolrh4 ataPa�2.5 fOft as per the rr Fj4rldtti, 3e 54 the pu'SXi 7h* $otsDh 20 feet r51< xots 2 aecor tng tO the Plitt thercor, as rrecoandrd of p.r,.�ly+ root etsxo*�, f'ubtic Record* of Dade county,. in ptett. da. k5, et °f1cla a o uetl', I'zerlda. S.W. 20th Avenue, PUem.t. Fioride r.t1% ,a rhi' r+n.fd,nk h m.d0Bfrii ttf and aPW,rIM• lind ID, "�� brr.ayinp or ,n any. Ix.l. M. aim. r■ le* sir form,: +I�t1.dr: gar a l to fore* mammawe& .alit rant,, that tr amot Fit. arf, r, , "nt( i iota'hl oadt.riia r. +,t and rna rid, Om dAgriiy f °"�i3f "•h.a( +f rnid bary r jra and rL.t arid 1414 ffir bia,a/ �. awns. Rhonar rh; iarofultlat+rr. of all r.,r,+ts b err. rt t zrrerx 0r PT,OlirD4 `�� ""`m ' .4 Xraorlb Cril ihdQ, *'d.'.Mi M ear k,,, ,N +.k •6..rr .fhwfd r..W rd �. hirRr k 4 lie �t.i,...t, I. W. r.rwr. au :.t tw +w►° +„t Secretary awr.e hoddl "� lib ..,i h �r trti. ayM„� Neit w Illftdilf ,i.,... fr �M.a,a�, �f 4 w 8"e1wm'q . .., ItabMI WrOtig M. ►a4 MA 014111111,111 r rrdr.i wool A ne Mr nM .6164 nt r ps, bipplr mil m"r g Peerten■12 �' 0'""' Pillt 'who le Llrr. J kpa+na to ■m amtl d mot t oxim� with. '� �u vAlq �199 •4,Cire3Ke""- la lrtr_ialleit arm TU. tartri::pripeiral r raft"M t=tie, Vast Lao Oflica of Gall .ff�g� f # , p� sit e w t.',r.• ca.kt4'ENCAli Oo. YL.140 ....4a item ammo rusei imaam ....., rdim an apaewal »+r.x4ur ON*? dimunie ro ad #. ear wre howiro of f.p,+tali a+thartakt r6. and yaw Itm .iwa weeny', hA-Pt?yn0.991=et4re........ rr Yn T41T1=i1. PAGE.03 ** General Partner: Limited Partners: Management/Ownership Structure La Covadonga Retirement Investors, Ltd. La Covadonga Retirement Living, Inc. Morris Esformes Philip Esformes Jack Michel 1% 41.25% 41.25% 17.5% Management Plan Little Havana Retirement Center La Covadonga Retirement Living, Inc., the sole general partner of La Covadonga Retirement Investors, Ltd., will operate the 34 bed assisted living facility licensed as such by the State of Florida, and assign a facility Administrator who will ensure that this plan will be followed and incorporated to the facility's policies and procedures according to the Chapter 400-ALF section of S.S. and Chapter 58-A of the Florida Administrative Code. 1. The Administrator is responsible for: a. managing the day to day functions of the facility; b. assuring the public information describing our services is accurate, fully descriptive, and is readily available upon request; c. ensuring that each resident's right to fair and equitable treatment, self- detesuriination, individuality, privacy, property, and civil rights, including the right to lodge a complaint, are strictly enforced; d. implementing established resident care policies, personnel policies and other operational policies and procedures necessary to remain in compliance with required laws, regulation and guidelines; e. ensuring that an adequate number of personnel are employed to meet resident's needs; f. ensuring that the facility admits only those residents for whom it can provide adequate care within the scope of the facility license. 2. The Administrator, will assign another staff member who will in its absence uphold the policies and procedures of the facility and who is authorized to act on the Administrator's behalf. 3. The facility will maintain adequate staffing with appropriate qualifications to carry out all administrative, resident care and environmental functions. a. The facility will hire, employ and train staff in accordance with established personnel policies and procedures. b. The facility will contract with third party agencies on an as needed basis in accordance with established policies and procedures. c. The Administrator will staff facility according to resident's needs and minimum set guidelines in accordance with governmental regulations set forth for the operation of assisted living facilties. d. The Administrator will ensure that all employees have personnel records will all the required information per regulations. 4. The facility will facilitate inspection of premises and records to any and all auditing governmental auditing agencies. The facility shall provide for orderly staff functions as related to any and all auditing agencies. 5. Admissions to the facility are dependent upon the facility's ability to provide appropriate care within the scope of its license. The facility will only retain residents whose care and needs fall within the scope of its licensure. a. Our admission policy applies to all residents admitted to the facility without regard to race, color, creed, national origin, age (must be 18 years or older as per Florida Administrative Code -Chapter 58-5), sex, religion, handicap, ancestry, marital or veteran status, and/or payment source. b. Facility Administrator or designee will evaluate all prospective residents and determine if the admission is appropriate. The following will be considered in making an admission decision: • The resident must be at least 18 years of age. • Be free from signs and symptoms of any communicable disease which is likely to be transmitted to other residents or staff; however, a person who has human immunodeficiency virus (HIV) infection may be admitted to the facility, provided that he would otherwise be eligible for admission according to this policy. • Be able to perform the activities of daily living, with supervision or assistance if necessary. • Be able to transfer, with assistance if necessary. • Be capable of taking his/her own medication with assistance from staff if necessary. • Dietary requirements which can be met by facility. • In the event that a resident no longer meets continued residency criteria, or the facility is unable to meet the resident's needs, the resident shall be given notice and alternate arrangements will be made. 6. The facility will maintain resident records according to the regulations set by the State of Florida for assisted living facilities, which will include but are not limited to: a. Admission Documents b. Demographic Date c. Health Data -Health Assessments d. Medical Examinations e. Health Care Providers' Orders f. Weight Records g. Contracts h. Medication Observation Records i. Guardianship Documents j. Advance Directives if these have already been executed by the resident 7. The facility will maintain records according to the regulations set by the State of Florida, which will include but are not limited to; a. Admission and Discharge Log b. Incident Reports k. Proof of Insurance 1. Grievance Log m. Fire Inspections Records n. Department of Health Inspections o. Surveys and Complaint Investigation Records p. Adverse Incident Reports and Liability Claims filed against the facility. 8. The facility will conduct in-service training programs for all personnel on a regularly scheduled basis. The in-service training programs are planned and conducted for the development and improvement of the skills of all personnel. These programs include, but are not limited to: a. Problems and needs of the aged, ill, and disabled; b. Prevention and control of infections; c. Fire prevention program and resident -related safety procedures in emergency situations or conditions: d. Accident prevention; e. Confidentiality or resident information; f. Preservation or resident dignity, including protection of the resident's privacy and personal and property rights; g. Food service and dietary procedures h. Monitoring of residents condition; and i. Others that become necessary and appropriate. 9. The facility will maintain accounting/bookkeeping records, which accurately identify, summarize and classify funds received and disbursed for the operation of the facility. 10. Contact Name and Phone #: Norman Ginsparg (305) 298-2665 Eck=b + CERTIFIED RESOLUTION OF THE PARTNERS OF LA COVADONGA RETIREMENT INVESTORS, LTD., A FLORIDA LIMITED PARTNERSHIP, BY ITS SOLE GENERAL PARTNER, LA COVADONGA RETIREMENT LIVING, INC., A FLORIDA CORPORATION The following resolution was entered into as of this 6th day of January, 2005 pursuant to the limited partnership agreement of La Covadonga Retirement Investors. Ltd., a Florida Limited Partnership ("Partnership") by its sole general partner, La Covadonga Retirement Living, Inc., a Florida Corporation ("General Partner"): 1. RESOLVED, that the General Partner on behalf of the Partnership was authorized to purchase and take control of and assume authority over property located in the City of Miami, Florida described by folio number 01-4110-011-0020, located at 820 S.W. 20`I' Avenue, all on terms and conditions it deems appropriate. The Partnership is further authorized to continue operations of the real property and the improvements located thereon in any manner it sees fit, including, but not limited to, the use as a licensed assisted living facility. 2. RESOLVED FURTHER, that all transactions and agreements entered into by any officer of the General Partner, on its behalf and in its name, prior to delivery of a certified copy of the foregoing Resolution. are, in all aspects, hereby ratified, confirmed and adopted, nunc pro tun.c. [Signatures appear on the following page] /1198459,v I LA COVADONGA RETIREMENT INVESTORS, INC., a Florida limited partnership By: La Covadonga Retirement Living. Inc. a Florida corporation, its sole general partner By: STATE OF Florida} } ss: COUNTY OF Miami -Dade} Philip Esfor President The foregoing instrument was acknowledged before me this 6th day of January. 2005 by PHILIP ESFORMES, who is personally known to me. ' .Liiliane Roche : r Y le *� MY COMMISSION* 06210151 EXPIRES May 25, 2007 %? „�. n'�•` BON4EDTHRU TROY FAIN INSURANCE INC - r Notary Public. State of Florda printed name of Nlotar , Public, Conlinission �? i ] 198459.N 1