STATE OF FLORIDA ; AGENCY FOR HEALTH CARE ADMINISTRATION “FO EMERITUS PROPERTIES NGH, LLC, d/b/a VILLAGE OAKS AT CONWAY, “K Petitioner, DOAH CASE NO. 03-1552 vs. AHCA No. 2003002133 AGENCY FOR HEALTH CARE ADMINISTRATION, Respondent. L FINAL ORDER The Agency for Health Care Administration, having entered into a Joint Stipulation and Settlement Agreement with the parties to these proceedings, and being otherwise well advised in the premises, decides as follows: The attached Joint Stipulation and Settlement Agreement is approved and adopted as a part of this Final Order and the parties are directed to comply with the terms of the Joint Stipulation and Settlement Agreement. THEREFORE, it is ORDERED and ADJUDGED that the parties hereto are directed to comply with terms of the Joint Stipulation and Settlement Agreement. as DONE and ORDERED this 2 day of Agu , 2003, in Tallahassee, Leon County, Florida. ee CUE = fer Rhonda M. Medows, MD, Secretary Agency for Health Care Administration A PARTY WHO IS ADVERSELY AFFECTED BY THIS FINAL ORDER IS ENTITLED TO JUDICIAL REVIEW WHICH SHALL BE INSTITUTED BY FILING ONE COPY OF A NOTICE OF APPEAL WITH AGENCY CLERK AND A SECOND COPY, ALONG WITH FILING FEE AS PRESCRIBED BY LAW, IN THE DISTRICT COURT OF APPEAL WHERE THE AGENCY MAINTAINS ITS HEADQUARTERS OR WHERE A PARTY RESIDES. REVIEW PROCEEDINGS SHALL BE CONDUCTED IN ACCORDANCE WITH THE FLORIDA APPELLATE RULES. THE NOTICE OF APPEAL MUST BE FILED WITHIN THIRTY (30) DAYS OF RENDITION OF THE ORDER TO BE REVIEWED. Copies furnished to: Elizabeth Dudek Deputy Secretary Agency for Health Care Administration 2727 Mahan Drive Bldg #1 Mail Stop Code #9 Tallahassee, Florida 32308 (Interoffice Mail) Jean Lombardi Finance & Accounting Agency for Health Care Administration 2727 Mahan Drive Mail Stop Code #14 Tallahassee, Florida 32308 (Interoffice Mail) Theodore E. Mack, Esq. Powell & Mack 803 North Calhoun Street Tallahassee, FL 32303 (U.S. Mail) * Donna Riselli, Esq. Agency for Health Care Administration 2727 Mahan Drive Bldg #3 Mail Stop Code #3 Tallahassee, Florida 32308 (Interoffice Mail) Wendy Adams (Interoffice Mail) CERTIFICATE OF SERVICE I HEREBY CERTIFY that a true and correct copy of this Final Order was served on the above-named person(s) by U.S. Mail, or the method designated, on this the UO day of L140 , 2003. \ 5 non ¥Lealand McCharen, wet ar Agency for Health Care Administration 2727 Mahan Drive, Building #3 Tallahassee, Florida 32308-5403 (850) 922-5873 AE. 5. 2993 $:03PM POWELL & MACH Far 650-222-163] STATE OF FLORIDA AGENCY FOR HEALTH CARE ADMINISTRATION EMERITUS PROPERTIES ~ NGH, LLC d/b/a VILLAGE OAKS AT CONWAY, Petitioner, DOAH CASE NO. 03-1552 v8, AHCA CASE NO. 2003002133 AGENCY FOR HEALTH CARE ADMINISTRATION, Respondent. STIPULATION AND SETTLEMENT AGREEMENT This Stipulation and Settlement Agreement ("Agreement") is made by and between the STATE OF FLORIDA AGENCY FOR HEALTH CARE ADMINISTRATION ("AHCA"), and EMERITUS PROPERTIES - NGH, LLC d/b/a VILLAGE OAKS AT CONWAY (hereinafter “Village Oaks"), each individually, a “party”, collectively as “parties,” entering into this Agreement upon the recitals and covenants set forth herein, WHEREAS, AHCA is the agency of the State of Florida which has regulatory jurisdiction over assisted living facilities pursuant to Chapter 400, Part Ill, Florida Statutes; and . WHEREAS, AHCA, by letter dated March 31, 2003, notified VILLAGE OAKS of its intent to deny the change of ownership application submitted by VILLAGE OAKS for operation of the assisted living facility at 5501 East Michigan Street, Orlando, Florida 32622 based on Its fallure to meet minimum licensure standards based on deficiencies By Received Time Aug. 5. 4:Q6PH ~ aug. 5. 2003 5:03PM © POWELL & MACh FANE 350-220-1691 No.8735 =P. 3 cited during an operational survey conducted on October 29-30, 2002 and two follow-up surveys conducted on January 15, 2003 and March 20, 2003, respectively; and WHEREAS, VILLAGE OAKS requested a formal hearing pursuant to Section 120.57(1), Florida Statutes; and WHEREAS, the parties have agreed that a fair, efficient, and cost effective resolution of this dispute would avoid the expenditure of substantial sums to litigate the dispute; and WHEREAS, both parties wish to reach finality with regard to the status of VILLAGE OAKS' change of ownership application; and WHEREAS, the parties have negotiated and agreed that the best interest of the parties will be served by a settlement of this proceeding; NOW THEREFORE, in consideration of the mutual promises herein, the parties Intending to be legally bound, agree as follows: 1. All recitals are true and correct and are expressly incorporated herein. 2. Both parties agree that the whereas clauses incorporated herein are binding findings of the parties. 7: 3. Upon full execution of Agreement, AHCA shall enter a Final Order adopting the terms of this Agreement. 4, This Agreement shall become effactive on the date upon which it is fully executed by all the parties. 5. VILLAGE OAKS will withdraw its request for formal administrative hearing. 6. AHCA will conduct an unannounced survey of VILLAGE OAKS within the next 30 calendar days. Received Time Ave. 5. 4:04PM “aus. 5. 2003 5:03PM © POWELL & MACH FAK 350-222-1691 NO.8/39 Peg 7. If as a result of either the unannounced survey referenced in paragraph numbered six [6] or the revisit survey referenced In paragraph numbered eight [8]. VILLAGE OAKS receives no citations for any Class 1, Class I{ or Class Ili deficiencies, then AHCA will rescind its Intent to deny VILLAGE OAKS’ pending change of ownership application and will approve the pending change of ownership application submitted by VILLAGE OAKS. 8. If as a result of the unannounced survey, VILLAGE OAKS is cited for any Class | deficiencies, VILLAGE OAKS agrees to be bound by the Issuance of a Final Order that states that the pending change of ownership application submitted by VILLAGE OAKS is withdrawn and the case dismissed. By this, VILLAGE OAKS agrees to waive any and all appeals and proceedings, waive compliance with the form of the Final Order (findings of fact and conclusions of law) to which It may be entitled Including, but not Iimited to, an Informal proceeding under Subsection 120.57(2), a formal proceeding under Subsection 120.57(1), appeals under Section 120.68, Florida Statutes; and declaratory and all writs of relief in any court of competent jurisdiction. The foregoing waiver applies exclusively to the withdrawal of the CHOW application and the dismissal of the pending case, but does not operate as a walver of VILLAGE OAKS’ hearing and/or appeal rights relating to any deficiencies cited as a result of the unannounced survey referenced in this paragraph, 9. If as a result of the unannounced survey, VILLAGE OAKS is cited for any Class II or Class II| deficiencies, AHCA agrees to perform a revisit of the facllity to allow VILLAGE OAKS to correct any Class II or Class Ill deficiencles. If as a result of the revisit, AHCA determines that VILLAGE OAKS failed to correct any Class I! or Class WW Received Time Aus. §. 4: 04PH Aug - 5. 9903 5:03PM POWELL & MACH FAx# 350-222-1891 deficiencies on the date of the revisit, or if there are any new Class |, Class Il or Class Ill deficiencies clted on revisit, than VILLAGE OAKS agrees to be bound by the issuance of a Final Order that statas that the pending change of ownership application submitted by VILLAGE OAKS is withdrawn and the case dismissed. By this, VILLAGE OAKS agrees to walve any and all appeals and proceedings, waive compliance with the form of the Fina! Order (findings of fact and conclusions of law) to which It may be entitled including, but not limited to, an Informal proceeding under Subsection 120.67(2), a formal proceeding under Subsection 120.57(1), appeals under Section 120.68, Florida Statutes; and, declaratory and all writs of relief in any court of competent jurisdiction, The foregoing waiver applies exclusively to the withdrawal of the CHOW application and the dismissal of the pending case, but does not operate as a walver of VILLAGE OAKS" hearing and/or appeal rights relating to any deficlencles cited as a result of the revislt referenced in this paragraph. 10. In the event that VILLAGE OAKS is unavailable or refuses AHCA surveyors entry on the date of either the unannounced survey or the revisit, then VILLAGE OAKS agrees to be bound by the issuance of a Final Order that states that the pending change of ownership application submitted by VILLAGE OAKS is withdrawn and the case dismissed. By this, VILLAGE OAKS agrees to waive any and all appeals and proceedings, walve compllance with the form of the Final Order (findings of fact and conclusions of law) to which it may be entltled including, but not limited to, an informal proceeding under Subsection 120.57(2), a formal proceeding under Subsection 120.57(1), appeals under Section 120.68, Florida Statutes; and, declaratory and all writs of relief in any court of competent jurisdiction. Received Time Aue. 5. 4:04PM Aud. 5. 2003 5:04PM POWELL & MACK FAX# 350-222-1691 No.8735 ?. 6 11. VILLAGE OAKS, for itself and for its attorneys, heirs, executors of administrators, does hereby discharge the State of Florida, Agency for Health Care Adrninistration, and its agents, representatives, and attorneys of and from all claims, demands, actions, causes of action, suits, damages, losses, and expenses, of any and every nature whatsoever, arising out of or in any way related to this matter and AHCA’'s actions herein, Including, but not limited to, any clalms that were or may be asserted in any federal or state court or administrative forum, Including any claims arising out of this agreement, by or on behalf of VILLAGE OAKS. 12. Each party shall bear its own attorney fees and costs. 13. | This Agreement |s binding upon each party's successors and assigns, 14. The undersigned have read and understand thls Agreement and have authority to bind thelr respective principals to it. ) 15. This Agreement contains the entire agreement of the parties. 16, This Agreement supercedes any prior oral or written agreements between the parties and cannot be amended except in writing. 17. This Agreement may not be assigned by VILLAGE OAKS. Any assignment, or attempted assignment, of this Agreement by VILLAGE OAKS shall be void. “ Dated thls_~) day of August, 2003. Elizabeth Dudek Z Deputy Secretary, Powell and Mack Managed Care and 803 North Calhoun Street Received Time Aug. 5. 4:04PH NO.6/39 ref "ang. 5. 2003 5:04PM POWELL & MACK FAME gb- 222-163! Health Quality Assurance Tallahassee, FL 32303 Agency for Health Care Administration 4 DATED: OD DATED: ILL Valda Clark Christian General Counsel Agency for Health Care Administration 2727 Mahan Drive Tallahassee FL 3238 DATED: LlsLas Received Time Avg. 5. §:04PH TOTAL. P.a?

Docket for Case No: 03-001552