Exhibit 10.8.4
ADMISSION FEE
ESCROW AGREEMENT - PHASE II
(THE CHESTNUT PARTNERSHIP)
THIS ESCROW AGREEMENT is made this 24th day of April 1996, by and
between THE CHESTNUT PARTNERSHIP (the "Partnership") and THE FIRST NATIONAL BANK
OF MARYLAND, a National Banking Association (the "Escrow Agent").
WHEREAS, the Partnership is the owner of a life-care retirement
community known as "Blakehurst," located in Baltimore County, Maryland, and is a
"provider" within the meaning of s 7 of Article 70B of the Annotated Code of
Maryland.
WHEREAS, in order to comply with s 10(c) of Article 70B of the
Annotated Code of Maryland and to protect the residents of Blakehurst - Phase II
(the "Resident") the parties have entered into this Escrow Agreement setting
forth the terms and provisions under which certain deposits will be made with
the Escrow Agent.
NOW, THEREFORE, in consideration of the mutual covenants herein set
forth, the parties agree as follows:
1. The Partnership expects to receive a deposit of a portion of an
entrance fee from each Resident of Blakehurst - Phase II (the "Deposit") at the
time of execution of a Residency Agreement. Attached hereto as Exhibits A and B
and incorporated herein by reference are copies of the Residency Agreements
which will be entered into between the Partnership and a Resident of Blakehurst
- Phase II. The Partnership will accept such Deposit in the form of a check from
a Resident made payable to the Escrow Agent, and will deposit the same in an
escrow account maintained by the Escrow Agent (the "Escrow Account") as soon as
practicable in the ordinary course of business.
2. The Escrow Agent shall maintain each Deposit described in Section 1
of this Agreement in the name of the Resident in the Escrow Account separate and
apart from any funds of the Partnership until the following events have
occurred: (a) the Maryland Office on Aging issues a final certificate of
registration to the Partnership for Blakehurst - Phase II; (b) construction of
Blakehurst - Phase II is completed; (c) a certificate of occupancy, or its
equivalent, has been issued for Blakehurst - Phase II by the appropriate local
Jurisdiction and (d) the appropriate licenses or certificates have been issued
for Blakehurst - Phase II by the Department of Health and Mental Hygiene or by
the Maryland Office on Aging.
3. The Partnership represents to the Escrow Agent that it will furnish
to each Resident of Blakehurst - Phase II, a written receipt of the Deposit made
by the Resident in the form of a fully executed Residency Agreement signed by
the Partnership and the Resident.
4. The Escrow Agent agrees to the following: (a) upon request of the
Partnership or the Maryland Office on Aging, to issue a statement indicating the
status of the Escrow Account maintained by the Escrow Agent pursuant to this
Escrow Agreement; (b) upon request of a Resident, to issue a statement
indicating the status of such Resident's balance in the Escrow Account
maintained by the Escrow Agent pursuant to this Escrow Agreement; and (c) to
furnish the Partnership with a monthly statement indicating the amount of any
disbursements from or deposits to the Escrow Account during the monthly period
covered by the statement.
5. If the Escrow Agent receives written notice from the Partnership of
an election by the Resident to rescind his or her obligations under the
Residency Agreement, the Escrow Agent shall return such Deposit directly to the
Resident in the amount specified by the Partnership and in accordance with the
Partnership's written instruction. The Escrow Agent shall rely solely on such
instruction and shall not be responsible for verifying its correctness.
6. If the Resident does not elect to rescind his or her obligations
under the Residency Agreement, the Deposit shall thereafter continue to be held
by the Escrow Agent, together with like Deposits from other Residents, subject
to the following terms:
(a) In the event that the Maryland Office on Aging does not
grant the Partnership a final certificate of registration within the
maximum time permitted by the Maryland Office on Aging (as may be
extended from time to time), the Escrow Agent shall return each Deposit
to the Resident in accordance with the Partnership's written
instruction.
(b) At such time as the Partnership meets the requirements for
withdrawal of Deposits, the Escrow Agent shall, upon receipt of a copy
of the written approval of withdrawal of deposits issued by the
Maryland Office on Aging, release all Deposits to the Partnership in
accordance with the Partnership's written instruction.
(c) The Escrow Agent shall invest the funds held by it from
time to time in such obligations of the United States or its agencies
(or in the shares of a registered investment company which holds a
portfolio of such securities), or such certificates of deposit, savings
accounts, or similar savings or investment securities of the Escrow
Agent as the Partnership may direct in writing. Except as set forth in
Subsection 6(d) of this Agreement, the interest and dividends earned on
the Deposits shall be for the account of the Partnership.
(d) In the event a Resident's apartment is not available for
occupancy within three (3) year's after the date of the Resident's
Residency Agreement, the Resident or the Partnership may cancel this
Agreement upon written notice to the other party. If the Escrow Agent
receives written notice from the Partnership of such cancellation, the
Escrow Agent shall return the Resident's Deposit directly to the
Resident, along with interest at the net rate earned on such Deposit,
in accordance with the Partnership's written instruction.
7. The Escrow Agent undertakes to perform only such duties as are
expressly set forth herein and no implied duties or obligations shall be
inferred or otherwise imposed upon or against the Escrow Agent. The Escrow Agent
may act in reliance upon any writing or instrument under signature which it, in
good faith, believes to be genuine, may assume the validity and accuracy of any
statement or assertion contained in any such writing or instrument, and may
assume that any person purporting to give any writing, notice, advice, or
instruction in connection with the provisions hereof has been duly authorized to
do so. The Escrow Agent shall not be liable in any manner for the sufficiency or
correctness as to form or manner of execution or validity of any instrument
deposited with or delivered to the Escrow Agent hereunder, nor as to the
identity, authority, or right of any person executing the same. The duties of
the Escrow Agent hereunder shall be limited to the safekeeping of the Deposits
and other money, instruments, or other documents received by it as Escrow Agent,
for disposition of the same in accordance with the written instruction accepted
by it as Escrow Agent, and the reporting requirements specified under Section 4
hereof.
8. Except as otherwise provided herein, the Partnership hereby agrees
to indemnify the Escrow Agent and hold it harmless from any and all claims,
liabilities or losses, or any other expense, fees or charges of any character or
nature, which it may incur or with which it may be threatened by reason of its
acting as Escrow Agent under this Escrow Agreement, unless caused by its willful
misconduct or negligence; and in connection therewith, to indemnify the Escrow
Agent against any and all expenses, including attorneys' fees and the cost of
defending any action, suit, or proceeding or resisting any claim.
9. The Escrow Agent may resign or be terminated upon thirty (30) days'
written notice thereof to the other party, subject to the appointment of its
successor by the Partnership within such thirty (30) day period. If a successor
escrow agent is not appointed by the Partnership within the thirty (30) day
period, the Escrow Agent may petition the court to appoint a successor. Upon the
appointment of such successor escrow agent, the Escrow Agent agrees to delivery
to such successor escrow agent all funds and documents in its possession within
thirty (30) days from the date of notice of termination or resignation, or (5)
five business days from the date of appointment of the successor escrow agent,
whichever shall later occur.
10. In consideration of the services rendered by the Escrow Agent
hereunder, the Partnership agrees to pay to the Escrow Agent the following fees:
(a) Initial review and set-up fee: $ 500.00
(b) Annual administration fee: 1,000.00
(c) Wire transfers: 15.00 each
(d) Disbursements (other than deposits 15.00 each
to the Escrow Account)
(e) Investment transactions (except for 0.00 each
investments through the Escrow Agent's
proprietary money market mutual funds)
(f) Out-of-pocket expenses Not to exceed 4% of
annual administration fee
11. Any notices or other communications hereunder shall be in writing
and unless otherwise specifically provided, shall be deemed effective when
delivered personally or when received by mail, first class postage prepaid,
addressed as follows:
(a) If addressed to the Escrow Agent:
The First National Bank of Maryland
Trust Division
X.X. Xxx 0000
Xxxxxxxxx, XX 00000
Attn: Xxxxx X. Xxxxxxxx, Vice President
(b) If addressed to the Partnership:
The Chestnut Partnership
c/o Chestnut Village, Inc.
000 Xxxxxx Xxxxxx
Xxx Xxxxxx, XX 00000
Attn: President
12. This Escrow Agreement shall be construed according to the laws of the
State of Maryland and shall be subject to the prior approval of the Maryland
Office on Aging.
IN WITNESS WHEREOF, the parties hereto have executed this Escrow
Agreement effective as of the date first hereinabove set forth.
THE CHESTNUT PARTNERSHIP THE FIRST NATIONAL BANK OF
MARYLAND
Blakehurst Joint Venture, by
Chestnut Village, Inc., a General Partner
By: /s/ Xxxxxx X. Xxxx By: /s/ Xxxxx X. Xxxxxxxx
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XXXXX X. XXXXXXXX
West Joppa Road Limited Partnership,
a General Partner
By: /s/ X.X. Xxxxxx
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The Chestnut Real Estate Partnership, by
Blakehurst Joint Venture, a General Partner
By: /s/ Xxxxxx X. Xxxx
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