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RESOLUTION NO. 2014 -10 <br />A RESOLUTION OF THE CITY COMMISSION OF THE CITY <br />OF OCOEE, FLORIDA APPROVING THE ISSUANCE BY THE <br />CAPITAL TRUST AGENCY OF REVENUE PONDS IN ORDER <br />TO PROVIDE PROCEEDS FOR THE FINANCING OF A <br />SENIOR LIVING FACILITY TO RE LOCATED IN THE CITY <br />OF OCOEE, FLORIDA; APPROVING THE ISSUANCE OF THE <br />REVENUE BONDS FOR PURPOSES OF SECTION 147(F) OF <br />THE INTERNAL REVENUE CODE; PROVIDING FOR OTHER <br />RELATED MATTERS; AND FOR PROVIDING FOR AN <br />EFFECTIVE DATE. <br />This RESOLUTION, duly adopted as of the 2nd day of December, 2014, by the CITY OF <br />OCOEE, a municipal corporation of the State of Florida (hereinafter referred to as the "City"), <br />WITNESSETH as follows; <br />WHEREAS, the CAPITAL TRUST AGENCY (the "Issuer ") has represented to the City <br />that it is a legal entity and public agency duly created under Chapters 163, Part I and 617, <br />Florida Statutes; and <br />WHEREAS, the Issuer has further represented that it is empowered to issue revenue <br />bonds for the purposes described on Sche 1 attached hereto and incorporated herein by <br />reference (the "Local Facility "), and as further described in that certain Notice of Public Hearing <br />published on November 18, 2014 in the Orlando Sentinel, which newspaper is published within <br />the jurisdiction of the City; and <br />WHEREAS, Senior Care Living V, LLC, a Florida limited liability company, or one or <br />more of its affiliates (as applicable, the "Borrower "), and the sole member of the Borrower, <br />Senior Care Living 11, Inc., a Florida corporation (the "Member "), have requested the Issuer to <br />issue its revenue bonds in one or more series to provide proceeds to be used to finance the Local <br />Facility and loan the proceeds of such bonds to the Borrower to finance or refinance the Local <br />Facility; and <br />WHEREAS, the Issuer is willing to issue not exceeding $34,000,000 in aggregate of its <br />revenue bonds (the "Bonds ") from time to time in one or more series to provide the financing <br />requested by the Borrower for the Local Facility; and <br />WHEREAS, the Issuer has requested the required approval of the Bonds by the City, as <br />the City Commission are the applicable elected representatives of the City which is the host <br />jurisdiction in which the Local Facility is to be located, after notice and a public hearing, for <br />purposes of Section 147(f) of the Internal Revenue Code of 1986, as amended (the "Code "); and <br />WHEREAS, the City Commission of the City held a public hearing on the date hereof <br />following public notice of such hearing published in a newspaper in general circulation in the <br />