EXHIBIT 3.2.14
RIVERSIDE RETIREMENT LIMITED PARTNERSHIP
THIRD AMENDMENT TO
CERTIFICATE OF FORMATION AND AGREEMENT
OF LIMITED PARTNERSHIP
Pursuant to Section 9 of Chapter 109 of the General Laws of Massachusetts, the
undersigned hereby make this Third Amendment to the Certificate of Formation and
Agreement of Limited Partnership of Riverside Retirement Limited Partnership,
said Certificate and Agreement having been originally filed in the Office of the
Secretary of the Commonwealth of Massachusetts on January 15, 1988. A First
Amendment was field in the Office of the Secretary of the Commonwealth of
Massachusetts on July 1, 1988. A Second Amendment was filed in the Office of
the Secretary of the Commonwealth of Massachusetts on December 12, 1988.
The purpose of this amendment is to reflect the transfer to Harborside
Healthcare Corporation of all of the Limited Partnership interests of Krupp
Enterprises Limited Partnership.
The last date on which this Partnership may dissolve is December 31, 2037.
EXECUTED as a sealed instrument the 14th day of June, 1996.
General Partner:
HARBORSIDE HEALTHCARE CORPORATION
470 Atlantic Avenue
Boston, MA 02210
By: /s/ STEPHEN GUILLARD
-------------------------------------
Stephen Guillard
President
Withdrawing Limited Partner:
KRUPP ENTERPRISES LIMITED PARTNERSHIP
By: KGP I Incorporated
General Partner
By: /s/ LAURENCE GERBER
-------------------------------------
Name: Laurence Gerber
Title: President
Substituted Limited Partner:
HARBORSIDE HEALTHCARE CORPORATION
470 Atlantic Avenue
Boston, MA 02210
By: /s/ WILLIAM H. STEPHAN
-------------------------------------
Name: William H. Stephan
Title: Treasurer
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RIVERSIDE RETIREMENT LIMITED PARTNERSHIP
FIRST AMENDMENT TO
CERTIFICATE OF FORMATION AND AGREEMENT
OF LIMITED PARTNERSHIP
Pursuant to Section 9 of Chapter 109 of the General Laws of Massachusetts, the
undersigned hereby make this First Amendment to the Certificate of Formation and
Agreement of Limited Partnership of Riverside Retirement Limited Partnership,
said Certificate and Agreement having been originally filed in the Office of the
Secretary of the Commonwealth of Massachusetts on January 15, 1988.
The purpose of this amendment is to reflect the transfer to Krupp Apartments
1988 Limited Partnership (with a business address at 470 Atlantic Avenue,
Boston, MA 02210) of all of the limited partnership interests of Krupp
Apartments-I Limited Partnership.
EXECUTED as a sealed instrument the 23rd day of June, 1988.
General Partner:
HARBORSIDE HEALTH I CORPORATION
By: /s/ LAURENCE GERGER, PRESIDENT
-------------------------------------
Laurence Gerber, President
Withdrawing Limited Partner:
KRUPP APARTMENTS-I LIMITED PARTNERSHIP
By: KRUPP I INCORPORATED
GENERAL PARTNER
By: /s/ GEORGE KRUPP, PRESIDENT
-------------------------------------
George Krupp, President
Substituted Limited Partner:
KRUPP APARTMENTS 1988 LIMITED PARTNERSHIP
470 Atlantic Avenue
Boston, Massachusetts 02210
By: THE KRUPP CORPORATION,
GENERAL PARTNER
By: /s/ GEORGE KRUPP, CO-PRESIDENT
-------------------------------------
George Krupp, Co-Chairman
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RIVERSIDE RETIREMENT LIMITED PARTNERSHIP
SECOND AMENDMENT TO
CERTIFICATE OF FORMATION AND AGREEMENT
OF LIMITED PARTNERSHIP
Pursuant to Section 9 of Chapter 109 of the General Laws of Massachusetts, the
undersigned hereby make this Second Amendment to the Certificate of Formation
and Agreement of Limited Partnership of Riverside Retirement Limited
Partnership, said Certificate and Agreement having been originally filed in the
Office of the Secretary of the Commonwealth of Massachusetts on January 15,
1988. A First Amendment was field in the Office of the Secretary of the
Commonwealth of Massachusetts on July 1, 1988.
The purpose of this amendment is to reflect the transfer to Krupp Enterprises
Limited Partnership of all of the limited partnership interests of Krupp
Apartments 1988 Limited Partnership.
EXECUTED as a sealed instrument the 12th day of December, 1988.
General Partner:
HARBORSIDE HEALTH I CORPORATION
By: /s/ GARY MARINI
-------------------------------------
Gary Marini
Treasurer
Withdrawing Limited Partner:
KRUPP APARTMENTS 1988 LIMITED PARTNERSHIP
By: The Krupp Corporation
General Partner
By: /s/ GEORGE KRUPP
-------------------------------------
George Krupp
President
Substituted Limited Partner:
KRUPP ENTERPRISES LIMITED PARTNERSHIP
470 Atlantic Avenue
Boston, MA 02210
By: Krupp I Incorporated
General Partner
By: /s/ GEORGE KRUPP
-------------------------------------
George Krupp
President
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RIVERSIDE RETIREMENT LIMITED PARTNERSHIP
CERTIFICATE OF FORMATION AND AGREEMENT
OF LIMITED PARTNERSHIP
The Partners desire to organize a limited partnership in accordance with the
laws of The Commonwealth of Massachusetts. In furtherance thereof, the Partners
hereby execute and agree to file this Certificate in accordance with the
provisions of the Massachusetts Uniform Limited Partnership Act ("Act").
We, the undersigned, desiring to form a limited partnership pursuant to the laws
of The Commonwealth of Massachusetts, do hereby certify and swear to the
following:
1. The name of the partnership is RIVERSIDE RETIREMENT LIMITED
PARTNERSHIP.
2. The character of the business intended to be transacted by the
partnership is to acquire, invest in, maintain, operate, lease,
improve, hold, encumber, sell, manage and otherwise deal with long
term care facilities, including the real property, improvements,
personal property and intangible personal property associated with
such facilities; to be a general or limited partner in any business
enterprise which the partnership would have the power to conduct by
itself; and to engage in such related activities as are necessary,
convenient, or incidental to the above.
3. The address of the office of the partnership is to be:
470 Atlantic Avenue
Boston, MA 02210
or such other place or places as the general partner from time to time may
determine.
The agent for service of process for the partnerships shall be:
David Moskowitz, Esq.
c/o Harborside Health I Corporation
470 Atlantic Avenue
Boston, MA 02210
4. The name and business address of each partner, general and limited
partners being respectively designated, are as follows:
General Partner Address
--------------- -------
Harborside Health I Corporation 470 Atlantic Avenue
Boston, MA 02210
Limited Partner
---------------
Krupp Apartments-I Limited 470 Atlantic Avenue
Partnership Boston, MA 02210
5. The amount of cash contributed by the general partner, no other
property having been contributed by or agreed to be contributed in the
future by the general partner, is as follows: $10.00.
The amount of cash contributed by the limited partner, no other
property having been contributed by or agreed to be contributed in the
future by the limited partner, is as follows: $95
6. No additional contributions to the capital of the partnership have
been agreed to be made by the partners.
7. A limited partner may substitute an assignee as contributor in his
place with the prior written consent of the general partner.
8. The limited partner has no right to withdraw from the partnership
during the partnership's existence, except with the consent of the
general partner and on the terms agreed to at the time of withdrawal,
and the general partner has no right to withdraw.
9. No partner has a right to receive any distributions of property,
including cash, from the partnership of except to the extent the
general partner determines to make distributions in accordance with
Section 13 hereof.
10. No partner has a right to receive distributions which include a return
of all or any part of its contribution except to the extent the
general partner determines to make such distributions in accordance
with Section 13 hereof.
11. The partnership will be dissolved and its affairs wound up on December
31, 2037, unless sooner dissolved in accordance with the provisions of
the Act.
12. The remaining general partner or general partners, if any, have the
right to continue the business of the partnership on the happening of
an event of withdrawal of a general partner.
13. Profits, losses, credits and items thereof of the partnership shall be
allocated, and cash shall be distributed in the following percentages:
Harborside Health I Corporation 1.0%
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Krupp Apartments-I Limited Partnership 99.0%
14. The general partner shall have and may exercise all rights and powers
granted by the Act as from time to time in effect.
15. The general partner may appoint one or more officers of the
partnership including, without limitation, a president, one or more
executive vice presidents, one or more other vice presidents, a
treasurer, one or more assistant treasurers, a controller, a
secretary, and one or more assistant secretaries. The general partner
may assign to any such officer from time to time such duties and
powers as the general partner may deem as appropriate subject,
however, to the general provisions of this agreement with respect to
the rights, powers and duties of the general partner.
16. The general partner shall be entitled to such fees and reimbursements
as may be determined by agreement of the partners.
17. The general partner shall have the right to propose the transfer of
some or all of its interest to a new or additional general partner and
such proposed new or additional general partner shall become a general
partner of the partnership upon the unanimous written consent of the
partners.
18. Special Power of Attorney Relating to Continuance of Partnership: If
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the business of the partnership is continued after dissolution, the
limited partner constitutes and appoints the remaining or the new
general partners, and each of them, if more than one, irrevocably,
recognizing their interest and that of the other partners herein, and
intending to create a durable power of attorney, as such partners'
true and lawful attorney to execute, swear to and file whatever
amended Certificates they deem appropriate in the circumstances, and
to take whatever action may be necessary to continue the partnership
business under applicable law.
19. No person dealing with the partnership, or its assets, whether as
mortgagee, assignee, purchaser, lessee, grantee or otherwise, shall be
required to investigate the authority of any general partner
purporting to act on behalf of the partnership, in selling, assigning,
leasing, mortgaging, or conveying any partnership assets, nor shall
any such assignee, lessee, purchaser, mortgagee, or grantee be
required to inquire as to whether the approval of the partners for any
such sale, assignment, lease, mortgage or transfer has been first
obtained. Such person shall be conclusively protected in relying upon
certificate of authority of, or in accepting any instrument signed by
a general partner in the name and behalf of, the partnership or the
general partner.
20. This Certificate and Agreement may be amended by and only by the
general partner together with the consent of the limited partner.
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IN WITNESS WHEREOF, the members of said partnership have executed this
certificate and agreement this 15th day of January, 1988, under penalty of
perjury.
General Partner Limited Partner
- --------------- ---------------
HARBORSIDE HEALTH I CORPORATION KRUPP APARTMENTS-I LIMITED PARTNERSHIP
By: /s/ LAURENCE GERBGER By: /s/ DOUGLAS KRUPP
------------------------- ---------------------------------
Laurence Gerber Douglas Krupp
President General Partner
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