ASSIGNMENT AND RELEASE AGREEMENT
THIS AGREEMENT is made and entered into as of the 2nd day of July, 2002 by
and between RAL, Inc. ("Assignor"), Emeritus Corporation ("Assignee") and
Sacramento County Assisted, LLC ("Landlord").
RECITALS
A. Landlord and Assignor are parties to that Lease Agreement dated
February 21, 2002 (the "Lease") with respect to a residential care facility for
the elderly located at 000 Xxxxxxxxxx Xxx, Xxxxxx, Xxxxxxxxxx and currently
known as Willow Creek (the "Facility").
B. Landlord and Assignor are also parties to that Working Capital Agreement
dated February 21, 2002 (the "Working Capital Agreement") pursuant to which,
subject to certain terms and conditions, Landlord agreed to provide to Assignor
any working capital needed in connection with the operation of the Facility in
the event the cash receipts of the Facility are not, at any time, sufficient to
pay all of the expenses incurred by Assignor in the operation of the Facility.
C. The Lease contemplated that it would terminate when Landlord and
Assignee, as the proposed manager of the Facility, became licensed to operate
the Facility.
D. Subsequent to the execution of the Lease and the Working Capital
Agreement, Landlord and Assignee have agreed that rather than entering into a
Management Agreement with respect to the Facility, Landlord will lease the
Facility to and Assignee will lease the Facility from Landlord on substantially
the same terms as set forth in the Lease and the Working Capital Agreement.
E. In order to facilitate the leasing of the Facility to Assignee, Assignor
has agreed to assign to Assignee and Assignee has agreed to take from Assignor,
all of Assignor's right, title and interest in and to the Lease and the Working
Capital Agreement and Landlord has agreed to release Assignor from any further
liability under the Lease and the Working Capital Agreement.
F. Landlord, Assignor and Assignee are interested in documenting the terms
and conditions of such assignment, assumption and release.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
covenants of the parties set forth herein, IT IS HEREBY AGREED AS FOLLOWS:
1. ASSIGNMENT AND ASSUMPTION. As of the Effective Date, Assignor does
hereby assign to Assignee and Assignee does hereby take and accept all of
Assignor's right, title and interest in and to and obligations under the Lease
and the Working Capital Agreement.
2. RELEASE. As of the Effective Date, Landlord does hereby release Assignor
from any liability under the Lease or the Working Capital Agreement.
3. EFFECTIVE DATE. This Agreement shall be effective as of July 2, 2002.
4. COUNTERPARTS. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, but all of which taken together shall
constitute but one and the same instrument.
5. ENTIRETY. This Agreement represents the entire and final agreement of
the parties hereto with respect to the subject matter hereof and supersedes all
prior negotiations, discussions or writings with respect thereto. This
Agreement may not be amended or modified nor may any provision hereof be waived
except by written instrument signed by the parties hereto.
6. ATTORNEYS FEES. In the event of a dispute among the parties hereto with
respect to the interpretation or enforcement of the terms hereof, the prevailing
party shall be entitled to collect from the other its reasonable costs and
attorneys fees, including its costs and fees on appeal.
7. CONSTRUCTION. Both parties acknowledge that they have participated in
the drafting and negotiation of this Agreement. Accordingly, in the event of a
dispute among the parties hereto with respect to the interpretation or
enforcement of the terms hereof no provision shall be construed so as to favor
or disfavor either party hereto.
8. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
IN WITNESS WHEREOF, the parties hereby execute this Agreement as of the day and
year first set forth above.
RAL, INC.
By: /s/ Xxxx Xxxxx
Xxxx Xxxxx
Its: _______________________________
EMERITUS CORPORATION
By: /s/ Xxxxxxx X. Xxxxxxxxxx
Xxxxxxx X. Xxxxxxxxxx
Its: _________________________________
SACRAMENTO COUNTY ASSISTED, LLC
By: /s/ Xxxxxx X. Xxxx
Xxxxxx X. Xxxx
Its: ______________________________
