EX 10.53.7
ASSIGNMENT AND FIRST AMENDMENT TO
AGREEMENT TO PROVIDE MANAGEMENT SERVICES TO
AN ASSISTED LIVING AND INDEPENDENT LIVING
FACILITY
THIS ASSIGNMENT AND FIRST AMENDMENT TO AGREEMENT
TO PROVIDE MANAGEMENT SERVICES TO AN ASSISTED LIVING
AND INDEPENDENT LIVING FACILITY (the "Assignment and
Amendment") is made and entered into as of this 1st day
of September, 1997 by and among EMERITUS CORPORATION, a
Washington corporation, COLUMBIA HOUSE, L.L.C., a
Washington limited liability company, ACORN SERVICE
CORPORATION, a Washington corporation ("Acorn"), and
AUTUMN RIDGE HERCULANEUM, L.L.C., a Washington limited
liability company ("Autumn Ridge").
Emeritus Corporation, as the manager, and Columbia
House, LLC, as the Owner, previously entered into the
Agreement to Provide Management Services to an Assisted
Living and Independent Living Facility dated June
1,1997 for that certain congregate care and assisted
living facility located at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, commonly known and described as
"Autumn Ridge Retirement Home" or "Autumn Ridge
Residential Care Apartments" (the "Management
Agreement"). Defined terms used herein and not
otherwise defined herein shall have the meaning
specified in the Management Agreement. Autumn Ridge has
acquired the interest of Columbia House, LLC in the
Facility and Autumn Ridge wishes to have Acorn, an
affiliate of Emeritus Corporation, act as the manager
of the Facility, and the parties wish to make certain
other changes in the Management Agreement as provided
herein.
Accordingly, Emeritus Corporation hereby assigns
its interest in the Management Agreement to Acorn and
Acorn hereby assumes and agrees to perform all of
Emeritus Corporation' s obligations thereunder, and
Columbia House, L.L.C. hereby assigns its interest in
the Management Agreement to Autumn Ridge and Autumn
Ridge hereby assumes and agrees to perform all of
Columbia House, L.L.C.'s obligations thereunder. Acorn
and Autumn Ridge agree that the Management Agreement is
hereby amended as follows:
1. Acorn shall be substituted for the Manager and
Autumn Ridge shall be substituted for the Owner as
referenced in the Management Agreement. Autumn Ridge
shall look solely to Acorn to perform Manager' s
obligations under the Management Agreement, and Acorn
shall look solely to Autumn Ridge to perform Owner's
obligations under the Management Agreement, and neither
Emeritus Corporation nor Columbia House, L.L.C. shall
have any further liability or obligation under the
Management Agreement.
2. The following is hereby inserted as Paragraph
1. I 5 of the Management Agreement:
"1.15. EXTRAORDINARY COSTS. Except as
otherwise specifically provided herein, all
extraordinary costs incurred by Manager with
respect to the Facility shall be separately
reimbursed as Facility expenses (and not included
in the management fee) after first having been
approved by Owner."
3. The following is hereby inserted as Paragraph
1.16 of the Management Agreement:
"1.16 LEGAL PROCEEDINGS. If approved by
Owner, Manager shall, as a Facility Expense and
through its legal counsel, coordinate all legal
matters and proceedings with Owner's counsel; if
Owner does not approve the same, Owner shall
indemnify, protect, defend and hold Manager
harmless with respect to such legal matters and
proceedings except any such legal matters and
proceedings resulting from Manager's negligent
acts or omissions or willful misconduct."
1
4. EFFECT OF AMENDMENT. The Management Agreement
and all of the terms thereof as hereby amended shall
remain in full force and effect upon and subject to the
terms and conditions
thereof as so amended.
5. COUNTERPARTS. This Assignment and Amendment may
be executed in any number of counterparts, each of
which shall be deemed to be an original and all of
which together shall comprise but a single instrument.
IN WITNESS WHEREOF, the parties hereby execute
this Assignment and Amendment on the day and year first
written above.
AUTUMN RIDGE: ACORN:
AUTUMN RIDGE HERCULANEUM, .L.C. ACORN
SERVICE CORPORATION:
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇ By:
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
-----------------------------------
-----------------------------------------
Its: Manager Its:
President
CONSENT AND AGREEMENT OF ORIGINAL PARTIES:
Emeritus Corporation and Columbia House, L.L.C. hereby
consent and agree to the foregoing effective as of the
date first set forth above.
EMERITUS CORPORATION COLUMBIA HOUSE,
L.L.C.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇ By:
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------------------
--------------------------------
Its: President Its:
Manager
2
