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EXHIBIT 10.77
MANAGEMENT AGREEMENT
THIS AGREEMENT ("AGREEMENT") is made as of the 30th day of
January, 1998 between BALANCED CARE AT XXXXXXXX, INC., a Delaware corporation
(the "MANAGEMENT FIRM") and ASSISTED CARE OPERATORS AT XXXXXXXX, a Delaware
limited liability company (the "LEASEHOLD TENANT").
W I T N E S S E T H
WHEREAS, the Leasehold Tenant executed and delivered that
certain Lease and Security Agreement dated as of January 30, 1998 (the "LEASE")
whereby the Leasehold Tenant leased from AHP OF [INDIANA], INC., an Indiana
corporation (the "LESSOR") property, together with all improvements built or to
be built thereon, located in Madison County, [Indiana] together with such other
improvements and property, all as more fully described in the Lease (the
"PROPERTY"); and
WHEREAS, Balanced Care Corporation, a Delaware corporation
("BCC"), Leasehold Tenant, and all equity owners of Leasehold Tenant (the
"MEMBERS") have entered into that certain Shortfall Funding Agreement dated as
of even date herewith (the "SHORTFALL AGREEMENT") whereby, among other matters,
Members agreed to fund a Working Capital Reserve, as more fully provided in the
Shortfall Agreement; and
WHEREAS, Leasehold Tenant is or will be the sole operator of
the Facility located on the Property; and
WHEREAS, the Management Firm is experienced in operating such
facilities and is willing to be the exclusive manager and operator of the
Facility on behalf of the Leasehold Tenant, as an independent contractor
pursuant to the terms and conditions set forth herein; and
WHEREAS, Leasehold Tenant, not having experience in managing
and operating the Facility, wishes to engage Management Firm as the sole and
exclusive operator and manager of the Facility; and
WHEREAS, during the term of this Agreement, the Management
Firm shall be the exclusive manager and operator of the Facility on behalf of
and in the name of the Leasehold Tenant.
NOW, THEREFORE, for valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:
1. SCOPE OF WORK. Leasehold Tenant hereby appoints Management Firm as the
exclusive operator and manager of the Facility during the term of this
Agreement. The Management Firm
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shall have full responsibility and authority in the name and on behalf of
Leasehold Tenant to operate and manage the Facility and hereby covenants and
agrees to take all actions necessary or desirable to operate and manage the
Facility and to fulfill its duties hereunder, including without limitation to:
(i) operate and maintain the Facility on behalf of the Leasehold Tenant as a
comprehensive residential care facility providing personal care services; (ii)
collect all room and board revenue, as well as other revenue, and timely pay all
debts and other obligations relating to the Facility, including operating
expenses, fixed expenses and taxes; (iii) request from BCC funds held as Cash
Collateral to apply toward the payment of any obligation incurred in connection
with the operation of the Facility, (iv) ensure the Facility complies with
applicable Federal, state and local laws and regulations; (v) provide all
necessary services to ensure that the Facility provides quality care to its
residents; (vi) recruit, hire and train personnel as needed for the operation of
all departments and services of the Facility; (vii) maintain such bank accounts
as may be necessary or desirable for the operation of the Facility (the
"OPERATING ACCOUNTS"); (viii) establish salary levels, performance standards,
personnel policies and employee benefits for the Leasehold Tenant's employees;
(ix) comply with all terms of the Lease; and (x) to take all other actions
necessary or desirable to operate and manage the Facility in accordance with
prudent practice and industry standards.
Without limiting the generality of the foregoing, Management Firm
shall, as part of its management duties hereunder and on behalf of (and at the
sole cost of) Leasehold Tenant, perform each and every obligation of Leasehold
Tenant under the Lease and the Lease Documents (exclusive of the Development
Agreement) through out the term thereof, including all representations and
warranties of Leasehold Tenant contained therein, to the extent applicable.
Additionally, the Management Firm shall collect all revenues of any kind or
nature from the Facility, and so long as any amounts are owing to Lessor under
the Lease and the other Lease Documents make payments of rent and other sums due
and owing to Lessor under the Lease from revenues of Facility or as otherwise
provided in the Transaction Documents.
In performing its duties, the Management Firm (through its in-house
corporate staff or independent contractors) shall perform the following with
respect to the Facility, as well as any other matters reasonably related thereto
commencing upon the date of this Agreement:
(a) MANAGEMENT INFORMATION SYSTEMS (MIS)
Support centralized Facility information system which provides
systems management for the following areas:
-- Accounts Payable
-- Payroll
-- Financial Reporting
-- Marketing
-- General Ledger
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The Management Firm shall be responsible for billing and collection of
accounts receivable generated in connection with the Facility.
(b) LEGAL COUNSEL
(i) Prepare or coordinate with outside legal counsel for
preparation of documents for operation of the Facility, including
resident agreements, supplier/vendor contracts, service contracts,
equipment leases and other ancillary contracts; (ii) prepare or
coordinate licensure and other regulatory applications; (iii)
coordinate all litigation involving the Facility with local counsel or
the insurance companies; (iv) coordinate with local counsel on local
law issues affecting the Facility; (v) process working capital requests
from the Working Capital Reserve or otherwise, and apply for, negotiate
and obtain letters of credit or other credit enhancements from lending
institutions; and (vi) provide legal counsel or coordinate with local
counsel to provide counsel to the Facility's Human Resources
Department.
Without limiting the generality of Section 2 and Section 10 below, the
parties acknowledge that all outside counsel expenses under the foregoing
paragraph shall be an expense allocable to the Facility.
(c) ACCOUNTING/TAX
(i) Provide an accountant to supervise all accounting
activities; (ii) implement accounting policies and guidelines; (iii)
provide a centralized cash management system; (iv) deposit in Operating
Accounts established in the Facility's name all funds received from the
operations of the Facility, satisfy obligations of the Facility from
such Operating Accounts, and not commingle funds in the Operating
Accounts with any other funds; (v) negotiate and administer working
capital lines of credit available to the Facility; (vi) supervise the
Facility's internal control structure; (vii) provide payroll, income
and real estate tax support as follows: prepare or supervise
preparation of all tax returns, assist the Facility in the event of a
tax audit, assist the Facility with technical issues relating to
payroll, excise and other taxes, and monitor pending and final Federal,
State and local tax Law changes; (viii) perform periodic site visits to
review the Facility's accounting and tax records; (ix) provide
operations expertise through site visits and strategies to maximize
fiscal performance; and (x) develop and implement a budget for
operations, capital outlay and cash requirements. All checks or other
documents for withdrawal of funds shall be signed by the appropriate
officer of the Management Firm or its designee. Deposits may be made by
the appropriate officer of the Management Firm or its designee.
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(d) HUMAN RESOURCES
(i) Implement all personnel policies and guidelines; (ii)
recruit management personnel of the Facility, including the community
director of the Facility, which recruitment and the salaries related
thereto shall be an expense of the Leasehold Tenant; (iii) provide
on-going training for the Facility's Human Resources Director; (iv)
negotiate and administer all employee benefit plans including health
insurance, dental insurance, life insurance, long-term disability
insurance, and retirement/401K; (v) negotiate and administer general
and professional liability, workers' compensation, property, and
vehicular insurance plans; (vi) monitor the Facility's compliance with
Federal, State and local employment Laws; (vii) respond to all
government compliance agencies and legal proceedings as necessary;
(viii) implement and monitor safety/loss control programs; (ix) develop
and implement career planning and manpower development strategies; (x)
recruit, employ and train personnel as needed for the operation of all
departments and services of the Facility; and (xi) establish salary
levels, performance standards, personnel policies and employee benefits
for all employees within applicable budgetary and regulatory limits.
Leasehold Tenant acknowledges and agrees that all personnel employed at
the Facility shall be deemed the employees of the Management Firm, but
shall be paid salaries and wages (including employment taxes and the
like) by Leasehold Tenant as part of the expenses of the Facility.
(e) PROGRAM DEVELOPMENT
(i) Provide ongoing program development and management
consultation; (ii) supply select program manuals for local modification
and implementation; and (iii) provide program development/management
training. A community director shall be engaged by the Management Firm
for the Facility. Such community director shall be an employee of the
Management Firm, but his/her salary and employee benefits shall be paid
by the Leasehold Tenant as an expense incurred in connection with the
operations of the Facility.
(f) QUALITY MANAGEMENT
(i) Provide model quality management systems and
implement such including risk management, resident/family satisfaction,
licensing and accreditation, and program evaluation; and (ii) provide
ongoing monitoring of the Facility resident outcomes, compare with
regional and national norms, and make program modifications.
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(g) MARKETING/COMMUNICATION
(i) Hire, direct and supervise marketing department
staff; (ii) train staff (program managers, rehabilitation liaisons,
marketing representatives, etc.) in marketing skills; (iii) organize
strong sales efforts within the target area, develop program mix
strategies, and develop marketing plans for the Facility; (iv)
establish an intake/admission system and continuously review the
admission process; (v) develop image building advertising strategies
for the Facility; and (vi) develop and produce Facility selected
promotional literature. The director of marketing shall be an employee
of the Management Firm, but such person's employee benefits and salary
(including employment tax and the like) shall be paid by the Leasehold
Tenant as an expense incurred in connection with the operations of the
Facility.
(h) CONTRACTING
Negotiate and execute contracts and agreements related to the
Facility with third parties and parties affiliated with the Management
Firm; provided that all contracts and agreements with parties
affiliated with the Management Firm shall be on terms no less favorable
than terms for comparable contracts and agreements with unaffiliated
parties.
(i) MISCELLANEOUS
(1) Obtain and maintain in accordance with all applicable
laws and regulations all licenses, approvals and
certifications required for operation of the Facility
and use reasonable efforts to procure eligibility for
participation in other applicable referral or payor
programs. Comply with all notification and reporting
requirements imposed under laws and regulations in
connection with the operation of the Facility.
(2) Purchase supplies, using procurement practices in
accordance with industry standards, and purchase or
lease equipment under national and regional
agreements or purchase contracts of the Management
Firm or its affiliated companies and provide to the
Leasehold Tenant all benefits resulting therefrom to
the extent permitted by their terms and by Law. All
such supplies so purchased shall become property of
the Leasehold Tenant. Once leases are completed,
equipment shall become property of the Leasehold
Tenant.
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(3) Review and analyze the performance of ancillary
services under contract and negotiate contractual
arrangements therefor.
(4) Maintain books and records for the Facility at the
Management Firm's address herein for the purpose of
providing services under this Agreement. The
Management Firm shall make available to the Leasehold
Tenant and any lessor leasing the Facility to
Leasehold Tenant, and their respective agents,
accountants, and attorneys during normal business
hours all books and records pertaining to the
Facility, and the Management Firm shall promptly
respond to any questions of the Leasehold Tenant or
any such lessor with respect to such books and
records and shall confer with the Leasehold Tenant
and any such lessor at all reasonable times, upon
request, concerning the operation of the Facility.
(5) Order, supervise and conduct a program of regular
maintenance and repair of the Facility at the
Leasehold Tenant's cost and expense. So long as the
Lease is in full force and effect, such maintenance
and repair program shall comply with the requirements
of the Lease related thereto.
(6) Supervise and provide for the operation of food
service facilities for the Facility.
(7) Make periodic evaluations of the performance of all
departments of the Facility and investigate and
report, upon request, any inconsistency between
expenditures and budget.
(8) Implement all policies and procedures reasonably
necessary for the operation of the Facility
consistent with applicable regulations.
(9) Xxxxxx a working relationship between Management Firm
and any authorized volunteer or auxiliary groups
interested in providing support to the Facility and
residents of the Facility.
2. ADDITIONAL SERVICES. It is the intention of the parties that the
Management Firm be responsible for providing all service necessary or desirable
for the efficient and orderly management and operations of the Facility;
provided, the cost and expense of operating the Facility is to be paid by
Leasehold Tenant. The Management Firm shall actively utilize staff specialists
in its employ or that of its affiliates in such areas as accounting, budgeting,
marketing,
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reimbursement, dietary, housekeeping, clinical, pharmaceutical, purchasing and
third party payments in the management of the Facility when considered desirable
by the Management Firm. The expense of such personnel shall be the
responsibility of Leasehold Tenant, allocable to the Facility.
3. FINANCIAL STATEMENT. The Management Firm shall prepare and deliver to
the Leasehold Tenant an unaudited balance sheet within forty-five (45) days
after the close of each fiscal quarter of the Leasehold Tenant. The Management
Firm shall also cause an unaudited annual statement to be made of the financial
records of the Facility and a copy of such report shall be provided to the
Leasehold Tenant as soon as it is available after the end of the fiscal year.
The cost of the reports shall be an expense of the Facility and shall be paid
for by the Leasehold Tenant. The fiscal year for the Facility shall coincide
with the Leasehold Tenant's fiscal year. All financial statements are to be
prepared in accordance with GAAP. Management Firm shall cause to be prepared all
financial statements required of Leasehold Tenant pursuant to the Lease and
other Lease Documents; provided, however, Leasehold Tenant shall provide all
information reasonably requested by Management Firm in connection with the
preparation of such financial statements, and shall certify to Management Firm,
BCC and Lessor that such statements are, to the best knowledge of Leasehold
Tenant, true and correct in all material respects.
4. PROPERTY INTERESTS/CONFIDENTIALITY. (a) The technical systems, methods,
policies, procedures and controls, copyrights, "know-how", tradenames,
trademarks, servicemarks, other registered names or marks and all other
intellectual property rights related thereto employed by the Management Firm
(the "INTANGIBLE RIGHTS") are to remain the property of the Management Firm and
are not, at any time, to be utilized, distributed, copied or otherwise employed
or acquired by the Leasehold Tenant except for the security interest granted to
the Lessor in the name "Outlook Pointe at ____________" pursuant to the Security
Agreement in favor of the Lessor or as otherwise authorized in writing by the
Management Firm or except as may be required by Law.
(b) Leasehold Tenant understands and acknowledges that Management
Firm has devoted substantial time, energy and expense to developing a process
and procedure to manage and operate facilities such as the Facility, and that
such processes, procedures, Intangible Rights and the information and materials
compiled or prepared in connection therewith, including without limitation
marketing plans, business plans, pricing information , information on
competition, demographics, suppliers and providers of services and financing
arrangements (collectively "CONFIDENTIAL INFORMATION") are proprietary to
Management Firm and the confidential information of the Management Firm.
Leasehold Tenant shall not disclose to any party any Confidential Information,
without the prior written consent of Management Firm, except as may be required
by Law.
(c) The provisions of this Section shall survive the expiration or
sooner termination of this Agreement.
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5. TERM OF AGREEMENT. The term of this Agreement shall commence upon the
date hereof, and continue for a period of nine (9) years thereafter. This
Agreement shall be automatically renewed for additional consecutive one (1) year
terms unless either party gives the other party notice of its intent not to
renew, which notice must be given at least ninety (90) days prior to the
expiration of the then current term.
6. TERMINATION. (a) The Leasehold Tenant may terminate this Agreement upon
written notice if the Management Firm defaults in the performance of any
material covenant, agreement, term or provision of this Agreement to be
performed by it and such default continues for a period of forty-five (45) days
after written notice to the Management Firm from the Leasehold Tenant stating
the specific default or, if such default is not subject to cure within
forty-five (45) days, such longer period as may be required to effect a cure,
provided Management Firm initiates curative action within forty-five (45) days
and thereafter is diligently and in good faith pursuing such cure.
(b) The Management Firm may terminate this Agreement upon written
notice in the event any one or more of the following events shall occur:
(1) If the Leasehold Tenant shall fail to timely pay to
the Management Firm any Management Fee required to be
paid in accordance with Paragraph 9 hereof and such
failure continues for ten (10) days after written
notice to the Leasehold Tenant; or
(2) If the Leasehold Tenant defaults in the performance
of any other material covenant, agreement, term or
provision of this Agreement to be performed by the
Leasehold Tenant and such default continues for a
period of forty-five (45) days after written notice
to the Leasehold Tenant from the Management Firm
stating the specific default or, if such default is
not subject to cure within forty-five (45) days, such
longer period as may be required to effect a cure,
provided the defaulting party initiates curative
action within forty-five (45) days and thereafter is
diligently and in good faith pursuing such cure; or
(3) If the Facility or a material portion thereof is
damaged or destroyed by fire or other casualty and
the Leasehold Tenant fails to commence to repair,
restore, rebuild or replace any such damage or
destruction within ninety (90) days of the occurrence
of such damage or destruction, and thereafter to
complete such work within a reasonable period of
time.
In the event of termination of this Agreement by either party pursuant
to Section 6(a) or 6(b) above, the Management Firm shall have the right to enter
the Facility and remove all of
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its personal property and Intangible Rights material.
7. LIABILITY AND INDEMNIFICATION/FORCE MAJUERE. (a)By the Management Firm.
The Management Firm shall indemnify, defend, save and hold harmless the
Leasehold Tenant, its members, shareholders, officers, directors, employees, or
agents from and against all demands, claims, actions, losses, damages,
deficiencies, liabilities, costs and expenses (including, without limitation,
attorney's fees, interest, penalties and all amounts paid in investigation,
defense or settlement of any of the foregoing) asserted against or incurred by
the Leasehold Tenant, its members, shareholders, officers, directors, employees,
or agents, in connection with, or arising out of, or resulting from (i) a breach
of any covenant, agreement, representation or warranty of the Management Firm or
(ii) the negligent or willful acts or omissions of Management Firm, its
employees or agents. The provisions of this Section shall survive the expiration
or sooner termination of this Agreement.
(b) By the Leasehold Tenant. The Leasehold Tenant shall indemnify,
defend, save and hold harmless the Management Firm, its shareholders, officers,
directors, employees, or agents from and against all demands, claims, actions,
losses, damages, deficiencies, liabilities, costs and expenses (including,
without limitation, attorney's fees, interest, penalties and all amounts paid in
investigation, defense or settlement of any of the foregoing) asserted against
or incurred by the Management Firm, its officers, directors, employees, or
agents, in connection with, or arising out of, or resulting from (i) a breach of
any covenant, agreement, representation or warranty of the Leasehold Tenant or
(ii) the negligent or willful acts or omissions of Leasehold Tenant, its
employees or agents. The provisions of this Section shall survive the expiration
or sooner termination of this Agreement.
Nothing contained herein shall preclude either party from asserting any
claims or suits against the other party which may arise out of the terms and
provisions of this Agreement.
(c) The Management Firm shall not be deemed to be in violation of
this Agreement, and its performance shall be excused, if it is prevented from
performing any of its obligations hereunder for any reason beyond its control,
including shortages in labor or supplies, war, acts of God, failure of the
Leasehold Tenant to advance funds, or changes in any Law of Federal, State or
local government, or any agency thereof.
8. RELATIONSHIP BETWEEN PARTIES. The relationship of the Management Firm
to the Leasehold Tenant shall be that of independent contractor.
9. MANAGEMENT FEE. The Management Firm for the services rendered hereunder
shall be entitled to six percent (6%) of all gross revenues of the Facility as
its sole compensation for management of the Facility (the "MANAGEMENT FEE"). The
Management Fee shall be paid monthly, and shall be based on the financial
operations of the Facility as of the end of each calendar month. To the extent
that the year-end audited financial statements for the Facility disclose that
the Management Fee actually received during the year than ended was greater or
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less than what should have been received, Leasehold Tenant shall (in case of
underpayment) pay upon demand the shortfall and (in the case of overpayment)
shall be credited against the Management Fee due in the next succeeding quarter
such overpayment. In additional to the Management Fee, the Management Firm shall
be paid on a monthly basis beginning on that date which is six months prior to
substantial completion of the Facility the sum of $3,000 per month.
Notwithstanding the foregoing, the employee benefits and salary of the community
director and director of marketing for the Facility shall be an expense
allocable to the Facility, but such community director and director of marketing
shall at all times remain the employee of the Management Firm.
10. FUNDING OF COSTS AND EXPENSES BY THE LEASEHOLD TENANT. The Leasehold
Tenant, and not the Management Firm, shall be responsible for the costs and
expenses of all operations of the Facility. The Leasehold Tenant shall at all
times provide sufficient working capital for operation of the Facility and shall
deposit such capital from time to time into the Operating Accounts of the
Facility in advance of the time required to be disbursed by the Management Firm.
11. NO APPROVAL BY THE LEASEHOLD TENANT. The Management Firm shall operate
the Facility and the Leasehold Tenant act as a passive investor with respect
thereto. The Management Firm shall, not less frequently than annually, adopt a
plan of operation for the Facility which shall set forth proposed staffing,
budgets, program and related matters; such shall not, however, be subject to
approval of the Leasehold Tenant or its designee. The Leasehold Tenant shall not
participate in the day-to-day operation of the Facility.
12. OTHER FACILITIES. Leasehold Tenant understands and acknowledges that
Management Firm is in the business of operating facilities such as the Facility,
and that Management Firm intends to continue to manage and operate such other
facilities, which may or may not be in competition with the Facility. Nothing
contained herein shall be deemed to be construed as a restriction on the
Management Firm's right to so operate and manage such other existing facilities
or facilities that may be opened in the future, even if such facilities are in
competition with the Facility.
13. NOTICES. All notices and other communications hereunder shall be in
writing and shall be deemed to have been duly given if delivered in person,
Federal Express or other recognized overnight courier or sent by registered or
certified U.S. mail, return receipt requested or sent by facsimile or telecopy
transmission and addressed:
(i) If to the Management Firm, at:
BCC DEVELOPMENT & MANAGEMENT CO.
0000 Xxxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxxxxx, Xxxxxxxxxxxx 00000
Attention: Legal Department
(ii) If to the Leasehold Tenant, at:
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c/o Hakman & Co.
0000 Xxx Xxxxxxxx Xxxxxxx, Xxxxx 000
Xxxxxxxxxx, Xxxxxxxxxx 00000
Attention: F. Xxxxx Xxxx
or to such other address or facsimile number as a party may designate by notice
to the other parties hereto.
14. ARBITRATION. Any controversy or dispute between the Management Firm and
the Leasehold Tenant with respect to the application or interpretation of the
terms of this Agreement, except failure of the Leasehold Tenant to pay
compensation to the Management Firm as required herein, will be submitted to
mediation under the National Health Lawyer's Association ("NHLA") Alternative
Dispute Resolution Service Rules of Procedure for Mediation. If any dispute is
not resolved by mediation no later than thirty (30) days after its submission to
mediation, the dispute shall be submitted to arbitration in accordance with the
NHLA Alternative Dispute Resolution Service Rules for Arbitration. The same
person may serve as both mediator and arbitrator. Any such arbitration shall be
final and binding upon the parties to the fullest extent permitted by Law. The
cost of mediation and/or arbitration shall be shared equally by the Leasehold
Tenant and the Management Firm; however, each party shall bear the expense of
its own attorneys, representatives and witnesses, and the cost of any
transcripts or related matters.
15. COMPLIANCE WITH FEDERAL RECORDS REQUIREMENTS. To the extent required
under applicable Law, the Management Firm shall, (and if Management Firm carries
out any of the duties under this Agreement through a subcontract with a related
organization and such subcontract has a value or cost of $10,000 or more during
any 12-month period, Management Firm shall cause such subcontract to contain a
clause to the effect that the subcontractor shall), until the expiration of four
(4) years after the furnishing of services hereunder, make available upon
written request by the Secretary of Health and Human Service or the Comptroller
General of the United States or any of their duly authorized representatives,
this Agreement and the books, documents and records of the Management Firm (or
such subcontractor) that are necessary to verify the nature and extent of the
costs furnished under this Agreement.
16. SUCCESSORS AND ASSIGNS. Leasehold Tenant may not assign this Agreement,
expressly, by operation of law, or otherwise, without the prior written consent
of the Management Firm, which consent may be withheld in the sole discretion of
the Management Firm. Management Firm may not assign this Agreement, expressly,
by operation of law, or otherwise, without the prior written consent of the
Leasehold Tenant; provided, however, Management Firm may assign its rights and
obligations hereunder without consent to (i) any BCC Affiliate, (ii)
collaterally to any lender to the Management Firm or any entity affiliated with
the Management Firm and (iii) to the Lessor.
17. DEFINITIONS; INTERPRETATION; MISCELLANEOUS. Capitalized terms used but
not otherwise
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defined in this Agreement have the respective meanings specified in Appendix 1
hereto; the rules of interpretation and other provisions set forth in Appendix 1
hereto shall apply to this Agreement.
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IN WITNESS WHEREOF, intending to be legally bound hereby, the parties
hereto have affixed their names by their proper officers or duly authorized
representatives the day and year first above written.
MANAGEMENT FIRM: BCC AT ________________, INC..
By: /s/ Signature Illegible
------------------------------
Name:
Title:
LEASEHOLD TENANT: ASSISTED CARE OPERATORS
OF ______________ , LLC
a Delaware limited liability company,
By: Assisted Care Operators, LLC
a Delaware limited liability company
its Manager and authorized
representative
By: /s/ Signature Illegible
------------------------------
Name:
Title:
Its Authorized Representative
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Schedule to Exhibit 10.77 filed pursuant to Instruction 2 to Item
601(a) of Regulation S-K
Management Agreement
Leasehold Management
Location Lessor Tenant Firm
Jackson, TN AHP of Tennessee, Inc. Assisted Care Balanced Care
Operators at at Xxxxxxx, Inc.
Xxxxxxx
