EX 10.53.6
ASSIGNMENT AND FIRST AMENDMENT TO
AGREEMENT TO PROVIDE MANAGEMENT SERVICES TO AN
INDEPENDENT LIVING FACILITY
THIS ASSIGNMENT AND FIRST AMENDMENT TO AGREEMENT
TO PROVIDE MANAGEMENT SERVICES TO AN 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 CAMLU COEUR
D'ALENE, L.L.C., a Washington limited liability company
("Camlu").
Emeritus Corporation, as the manager, and Columbia
House, LLC, as the lessee, previously entered into the
Agreement to Provide Management Services to an
Independent Living Facility dated November 1, 1996 for
that certain independent living facility located in
Coeur d'Alene, Idaho, commonly known and described as
Camlu Retirement Apartments (the "Management
Agreement"). Defined terms used herein and not
otherwise defined herein shall have the meaning
specified in the Management Agreement. Camlu has
acquired the interest of Columbia House, LLC in the
Facility and Camlu 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 Camlu and Camlu hereby
assumes and agrees to perform all of Columbia House,
L.L.C.'s obligations thereunder. Acorn and Camlu agree
that the Management Agreement is hereby amended as
follows :
1. Acorn shall be substituted for the Manager and
Camlu shall be substituted for the Lessee as referenced
in the Management Agreement. Camlu shall look solely to
Acorn to perform Manager's obligations under the
Management Agreement, and Acorn shall look solely to
Camlu to perform Lessee'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 sentence is hereby inserted as
the last sentence of Paragraph I.F. of the Management
Agreement:
"If Lessee so elects by notice to Manager, Manager
shall prepare or cause to be prepared Lessee's
income tax returns, but only if Lessee and Manager
agree upon separate compensation to be paid to
Manager for preparing such income tax returns."
3. The following is hereby inserted as Paragraph I.O.
of the Management Agreement:
"O. 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 Lessee.
4. The following is hereby inserted as Paragraph I.P.
of the Management Agreement:
"P. 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."
5. 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.
6. 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.
CAMLU: ACORN
CAMLU COUER D'ALENE, L.L.C. ACORN SERVICE
CORPORATION
By: /s/ Xxxxxx X. Xxxx By: /s/
Xxxxxxx X. Xxxxxxxxxx
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Its: Manger 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/ Xxxxxxx X. Xxxxxxxxxx By: /s/
Xxxxxx X. Xxxx
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Its: President Its: Manager
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