R-96-01-11-10A - 1/11/1996WHEREAS, § 8.601, Code of Ordinances (1995 Edition) requires
a subdivider to file either a letter of credit or performance bond
prior to a final plat being recorded, and
WHEREAS, Socrates Retail Joint Venture, the owner of the
proposed Socrates Subdivision desires to substitute an Escrow
Agreement in place of a letter of credit or performance bond, and
WHEREAS, such request is acceptable to the City, Now
Therefore
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK,
TEXAS,
That the Mayor is hereby authorized and directed to execute on
behalf of the City an Escrow Agreement to secure the construction
of the subdivision improvements associated with the Socrates
Subdivision.
RESOLVED this llth day of January, 1996.
ATTEST:
C \WPDOCS \RBSOLUTI \RS62S10A. /kg
E LAND, City Secretary
RESOLUTION NO. R 96 01 11 - 10A
CHARLES CULPEj4PER, Mayor
City of Round Rock, Texas
ESCROW AGREEMENT
THIS ESCROW AGREEMENT (this "Agreement ") is made and entered into as of the
' of January, 1996, by and among SOCRATES RETAIL JOINT VENTURE, a Texas joint
venture (referred to herein as "Seller "), APPLEBEE'S OF TEXAS, INC., a Texas corporation
(referred to herein as "Purchaser "), the CITY OF ROUND ROCK (referred to herein as the
"City"), and HERITAGE IT1'LE COMPANY OF AUSTIN, INC., a Texas corporation (referred
to herein as "Escrow Agent ").
W11Ii EaaETx:
A. Seller and Purchaser have heretofore entered into that certain Purchase and Sale
Agreement dated January 5, 1995, as amended by that First Amendment to Purchase and Sale
Agreement dated of even date herewith (as so amended, the "Contract ") whereby Seller has
agreed to sell and convey to Purchaser, and Purchaser has agreed to purchase and accept from
Seller, a certain 1.3225 acre tract of land (the "Property") situated in Travis and Williamson
Counties, Texas, as more particularly described in the Contract, to which reference is hereby
made for all purposes.
B. Pursuant to and in accordance with the Contract, Seller and Purchaser have agreed
to deliver into escrow certain monies in order to establish an escrow impound fund for the cost
of installing and extending water and sewer lines to within five feet (5') of the perimeter of the
Property (although such water and sewer lines shall actually be extended one hundred forty-
seven feet (147') within the perimeter of the Property).
C. The City, in order to assure the installation and extension of such water and sewer
lines, has agreed to enter into this Agreement so that the City can draw on such escrow impound
fund and complete the installation and extension of the water and sewer lines in the event such
installation and extension is not completed by either Seller or Purchaser within six (6) months
from the date hereof.
D. To facilitate the delivery into escrow of such monies as aforesaid, Seller,
Purchaser and the City desire that Escrow Agent serve as a depository for such monies.
E. Escrow Agent has agreed to serve in such depository capacity on and subject to
the terms and provisions set forth in this Agreement.
NOW, THEREFORE, for and in consideration of the premises and the covenants and
agreements contained herein, Seller, Purchaser, the City and Escrow Agent hereby agree as
follows:
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1. Delivery of Monies Into Escrow. Concurrently with the execution and delivery
of this Agreement, Seller has caused to be delivered to Escrow Agent, to be held in escrow, the
cash sum of $145,505.00 (the "Escrow Monies "), which amount represents one hundred ten
percent (110%) of the estimated cost, as determined by Seller, Purchaser and the City (or a
third -party engineer acceptable to Seller, Purchaser and the City), of the installation and
extension of water and sewer lines to within five feet (5') of the perimeter of the Property.
2. Acceptance of Escrow Monies. Escrow Agent hereby accepts the delivery in
escrow of the Escrow Monies and agrees to hold in escrow and deliver such Escrow Monies in
accordance with the terms and provisions of this Agreement. Escrow Agent further agrees to
observe and perform all of the duties, responsibilities and functions to which it is subject under
the provisions of this Agreement.
3. Investment of Escrow Monies. Escrow Agent shall cause the Escrow Monies,
together with any interest, dividends or other income hereafter generated therefrom, to be
invested in such manner as Seller shall direct from time to time by written instructions delivered
to Escrow Agent; provided, however, that absent any such written instructions, Escrow Agent
shall cause the Escrow Monies, together with any interest, dividends or other income hereafter
generated therefrom, to be deposited in one or more interest - bearing demand deposit accounts
with one or more federally insured national banking associations and /or savings associations of
Escrow Agent's own selection. All interest, dividends and other income hereafter generated
from the Escrow Monies shall be deemed to be a part of the Escrow Monies and shall be
disbursed and paid as is provided herein.
4. Agreements. Conditions and Instructions Concerning Disbursement of Escrow
Monies. The Escrow Monies shall be disbursed by Escrow Agent in accordance with the
following provisions:
A. Seller is required by the Contract to complete the installation and extension
of the water and sewer lines within sixty (60) days from the date hereof. Such installation and
extension is to be in accordance with the Contract and at the locations shown and in the manner
described on Exhibit A attached hereto and made a part hereof (water line installation and
extension is only that installation and extension for the "Phase I" location on Exhibit A, and any
reference to Exhibit A as used herein shall be deemed to refer only to the "Phase I" installation
and extension of the water line).
B. If Seller fails to commence the installation and extension of the water and
sewer lines as is provided in the Contract within thirty (30) days from the date hereof, and
Purchaser presents Escrow Agent (with a copy to be provided to Seller) with a certificate from
Larry Cates (the "Project Engineer ") certifying that Seller has failed to commence the
installation and extension of said water and sewer lines within said 30 -day period, then all of the
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Escrow Monies shall thereupon be disbursed to Purchaser, and Seller shall have no further
obligation to install or extend the water and sewer lines.
C. It is expressly agreed that so long as Seller commences the work of
installing and extending the water and sewer lines as provided for in the Contract within thirty
(30) days after the date of this Agreement, Seller shall be entitled to "draw down" (on a work -
in -place basis) and utilize the Escrow Monies to pay the costs of construction therefor incurred
by Seller. Subject to the provisions of Paragraph 4D below [which is applicable only if Seller
has commenced, but has failed to complete, the installation and extension of the water and sewer
lines by the date which is sixty (60) days following the date of this Agreement] and the
provisions of Paragraph 4G below [which is applicable only if neither Seller nor Purchaser
complete the installation and extension of the water and sewer lines by the date which is six (6)
months following the date of this Agreement], if Seller desires to receive disbursements of the
Escrow Monies in order to pay construction costs incurred by Seller in installing and extending
the water and sewer lines, Seller shall cause the Project Engineer to provide written notice to
Escrow Agent (with a copy of such notice and accompanying documentation as hereinafter
described to be concurrently sent to Purchaser) requesting that a specific amount be "advanced"
to Seller. The Project Engineer shall provide such written notice to Escrow Agent with
certification to Escrow Agent that the Project Engineer has received the following, which shall
be attached to such certification (the Project Engineer's certification being conclusive evidence
that there are no other outstanding documents as required hereunder in addition to the ones
attached to the certification): (i) copies of contractors' invoices substantiating that the amount
requested to be advanced from the Escrow Monies has, in fact, been spent on the project to date,
and (ii) conditional "lien waivers" from any of Seller's contractors and subcontractors who had
performed work on such installation and extension of the water and sewer lines up to that time
in excess of Five Hundred and No /100 Dollars ($500.00) (such conditional "lien waivers" stating
that upon receipt of such contractors' or subcontractors' payment, they have no claim for any
lien against the Property). The Project Engineer shall also certify to Escrow Agent that the
Project Engineer has inspected the work in place relative to the installation and extension of the
water and sewer lines for which an advance of the Escrow Monies is requested, and that the
work in place relative to the installation and extension of the water and sewer lines and for
which an advance of the Escrow Monies is requested, in fact, has been performed in accordance
with Seller's obligations under the Contract. Within five (5) days following Escrow Agent's
receipt of the Project Engineer's written request for an advance for Seller and the required
accompanying documentation as aforesaid, and based solely on such certification and
documentation, Escrow Agent shall disburse the requested advance amount to Seller. Seller shall
use the funds advanced from the Escrow Monies solely to pay the costs of installing and
extending the water and sewer lines and for no other purpose.
D. If Seller has commenced, but not completed, the installation and extension
of the water and sewer lines as of the date which is sixty (60) days from the date hereof,
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Purchaser may elect, by written notice to Escrow Agent, either: (i) to permit Seller to complete
the installation and extension of the water and sewer lines upon an extended term satisfactory
to Purchaser and Seller (and notice of such extended term shall be provided to Escrow Agent),
or (ii) to assume responsibility for completion of the water and sewer lines installation and
extension by giving written notice of such assumption to Escrow Agent and Seller. In the event
Purchaser elects to assume responsibility for completion of the water and sewer lines installation
and extension, in accordance with clause (ii) preceding, then from and after Escrow Agent's
receipt of Purchaser's written assumption notice, Escrow Agent shall not make any further
disbursements of the Escrow Monies to Seller, nor will Escrow Agent disburse any Escrow
Monies to Purchaser, until Escrow Agent has received a certificate from the Project Engineer
(with a copy of such certificate and accompanying documentation as hereinafter described to be
concurrently sent to Purchaser and Seller) stating that the water and sewer lines installation and
extension have been completed in accordance with the requirements therefor as prescribed by
the Contract and Exhibit A hereto, and that the Project Engineer has received the following
items, which shall be attached to such certificate (the Project Engineer's certification being
conclusive evidence that there are no other outstanding documents as required hereunder in
addition to the ones attached to the certification): (1) copies of all invoices received by Seller
for work done and costs incurred by Seller for the installation and extension of the water and
sewer lines incurred up to the date of Purchaser's written assumption notice (to the extent
invoices have not previously been furnished to Escrow Agent in conjunction with the Project
Engineer's prior requested advances made on behalf of Seller, if any), (2) unconditional "lien
waivers" from all of Seller's contractors and subcontractors who performed work on such
installation and extension in excess of Five Hundred and No /100 Dollars ($500.00), (3) copies
of all invoices received by Purchaser for work done and costs incurred by Purchaser for the
installation and extension of the water and sewer lines, and (4) unconditional "lien waivers" from
all of Purchaser's contractors and subcontractors who performed work on such installation and
extension in excess of Five Hundred and No /100 Dollars ($500.00). Such certificate will
indicate, based on the items described in (1) - (4) above, the amount of (i) Seller's actual
expenses and costs incurred in its installation and extension of the water and sewer lines up to
the date of Purchaser's assumption notice and (ii) Purchaser's actual and reasonable expenses
and costs to complete the water and sewer lines installation and extension. Upon receipt of and
based solely on such certificate and the accompanying documentation, Escrow Agent shall, after
first taking into consideration [i.e., deducting from the applicable amount described in (x) or (y)
to follow] any amounts previously advanced from the Escrow Monies to Seller, disburse to
Seller the lesser of: (x) Seller's actual reasonable costs and expenses incurred by Seller in
furtherance of its work in installing and extending the water and sewer lines up through the date
of Purchaser's assumption notice, or (y) the original amount of the Escrow Monies, as described
in Paragraph 1 of this Agreement, less Purchaser's actual reasonable costs and expenses incurred
by Purchaser after the date of its assumption notice in completing the installation and extension
of the water and sewer lines. After Escrow Agent has disbursed such funds to Seller, Purchaser
shall be entitled to the remainder of the Escrow Monies.
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E. In the event Seller timely completes the installation and extension of the
water and sewer lines, then upon Seller's completion of the installation and extension of the
water and sewer lines, Seller shall cause the Project Engineer, within fifteen (15) days of such
completion, to present to Escrow Agent (with copies to be furnished concurrently to Purchaser)
a certificate from the Project Engineer stating that the water and sewer lines have been installed
and fully constructed in accordance with the Contract and Exhibit A and certifying to Escrow
Agent that the Project Engineer has received all of the following, which shall be attached to such
certification and which the Project Engineer shall certify as being complete (the Project
Engineer's certification being conclusive evidence that there are no other outstanding documents
as required hereunder in addition to the ones attached to the certification): (i) copies of all
invoices received by Seller for work done and costs incurred by Seller for the installation and
extension of the water and sewer lines (to the extent such invoices have not already been
provided in conjunction with previous advances, if any), and (ii) final lien waivers from all
contractors and subcontractors that performed work on the installation and extension of the water
and sewer lines, in excess of Five Hundred and no /100 Dollars ($500.00). Upon receipt by
Escrow Agent of all such items, Escrow Agent shall disburse to Seller any remaining Escrow
Monies.
F. It is understood and agreed that Seller shall be excused for the period of
any delay in the performance of its obligations in installing and extending the water and sewer
lines when prevented from doing so by the wrongful or negligent acts or omissions of Purchaser
or by causes beyond either party's control, which shall include all labor disputes, civil
disturbances, war, war -like operations, invasions, rebellions, hostilities, military or usurped
power, sabotage, governmental regulations or controls, fires or other casualty, inability to obtain
any materials or services or acts of God; provided, however, that no delay under this Paragraph
4F shall be effective in extending the time period(s) within which Seller is to perform its
obligations unless Seller shall provide both Purchaser and the Escrow Agent written notice of
the delay within five (5) business days after the occurrence of the event giving rise to such
delay.
G. Notwithstanding anything in this Agreement to the contrary, in the event
neither Seller nor Purchaser complete the installation and extension of the water and sewer lines
in accordance with Exhibit A within six (6) months from the date hereof (regardless of the
provisions of Paragraph 4F), the City shall have the right to use the Escrow Monies to install
and extend the water and sewer lines in accordance with Exhibit A. If, after six (6) months
from the date hereof, the installation and extension of the water and sewer lines has not been
completed in accordance with Exhibit A, and the City thus elects to use the Escrow Monies to
complete the project as aforesaid, the City shall present Escrow Agent with a certificate (with
a copy of such certification and accompanying documentation as hereinafter described to be
furnished concurrently to both Purchaser and Seller) stating that the water and sewer lines have
yet to be installed and fully constructed and, thereafter, the City shall have the right to receive
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and utilize the Escrow Monies to pay the costs of construction for the water and sewer lines in
accordance with this Paragraph 4G, and without further certification from the Project Engineer
in accordance with this Paragraph 4G. The City shall provide Escrow Agent, along with such
certification, a copy of the bid from the contractor the City has chosen to construct the water
and sewer lines and shall request that the specific amount of the bid be advanced to the City.
The City's delivery of the certification and copy of the contractor's bid to Escrow Agent shall
certify to Escrow Agent that the amount requested to be advanced from the Escrow Monies is
in fact the estimated amount to be spent by the City in connection with the project. In the event
there are "change orders" during the construction of the water and sewer lines that increase the
cost to be incurred by the City in installing and extending the water and sewer lines, the City
shall present to Escrow Agent such change orders (with copies of such changes orders to be
concurrently sent to Purchaser and Seller), and the Escrow Agent shall advance from the Escrow
Monies the additional sums required by the change orders to the City in order for the City to
complete the installation and extension of the water and sewer lines. Upon the complete
installation and extension of the water and sewer lines in accordance with Exhibit A, the City
shall provide Escrow Agent with a certificate (with copies of such to be concurrently sent to
Purchaser and Seller) stating that the installation and extension of the water and sewer lines has
been fully completed in accordance with Exhibit A, and that the City has received final lien
waivers from all contractors and subcontractors that performed work on the installation and
extension of the water and sewer lines in excess of Five Hundred and No /100 Dollars ($500.00).
The Escrow Agent shall then pay any remaining Escrow Monies to Seller.
5. Compensation and Expenses of Escrow Agent. Escrow Agent shall not charge
a fee for its services hereunder; however, except as may otherwise be expressly provided
elsewhere in this Agreement, Seller and Purchaser shall be equally responsible for and shall each
pay one -half ('h) of any and all costs and expenses, if any, incurred by Escrow Agent in
connection with the observance and performance by Escrow Agent of its duties, responsibilities
and functions under this Agreement.
6. Role of Escrow Agent. Seller, Purchaser, the City and Escrow Agent recognize,
acknowledge, covenant and agree that the following terms and provisions shall control with
respect to the rights, privileges, duties, liabilities and immunities of Escrow Agent hereunder:
A. Escrow Agent is acting solely in the role of a depository hereunder and
Escrow Agent shall have no liability for the holding, investment, disbursement or application
of any monies by Escrow Agent hereunder other than to follow the specific instructions provided
for pursuant to this Agreement.
B. Escrow Agent shall not be responsible or liable in any manner whatsoever
for the sufficiency, correctness, genuineness or validity of the subject matter of the escrow
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6
hereby established, or any portion thereof, or for the form or execution thereof, or for the
identity or authority of any person executing or depositing the same.
C. Escrow Agent, as a part of the consideration for the acceptance of this
escrow, shall not be liable for any acts or omissions done in good faith, or for any claims,
demands, causes of action, losses, liabilities, damages, costs or expenses, or for any damages
claimed or suffered by any party to this Agreement, except those arising directly from the gross
negligence or willful misconduct of Escrow Agent.
D. Escrow Agent is hereby authorized to rely upon, and shall be protected in
acting upon, any written notice, statement, waiver, consent, certificate, affidavit, receipt,
authorization, power of attorney or other instrument or document which Escrow Agent in good
faith believes to be genuine and what it purports to be.
E. In accepting any monies delivered to Escrow Agent hereunder, it is agreed
and understood that Escrow Agent will not be called upon to construe any contract, instrument
or document deposited herewith or submitted hereunder, but only to follow the specific
instructions provided for pursuant to this Agreement.
F. Except for this Agreement, the Escrow Agent is not a party to, and shall
not be bound by, any agreements between Seller, Purchaser and the City, or any agreements
between or among Seller, Purchaser, the City and /or other parties.
G. Escrow Agent shall not be liable for anything which it may do or refrain
from doing in connection herewith, except due directly to its own gross negligence or willful
misconduct.
H. Escrow Agent may consult with its legal counsel in the event of any
dispute or question as to the construction of any terms or provisions of this Agreement or its
duties hereunder, and it shall incur no liability and shall be fully protected in acting in
accordance with the opinion and instructions of such counsel.
I. In the event of any disagreement between any of the parties to this
Agreement, or between them or either or any of them and any other person or party, resulting
in adverse and /or conflicting claims or demands being made in connection with the subject
matter of this escrow, or in the event that Escrow Agent, in good faith, is in doubt as to what
action it should take hereunder, Escrow Agent may, in its sole discretion, refuse to comply with
any claims or demands made upon it, or refuse to take any other action hereunder, so long as
such disagreement continues or such doubt exists, and in such event Escrow Agent shall not be
or become liable in any way or to any person or party for its failure or refusal to act, and
Escrow Agent shall be entitled to continue to so refrain from acting until (1) the rights of all
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interested parties shall have been fully and finally adjudicated by a court of competent
jurisdiction or (2) all differences shall have been adjusted and all doubt resolved by agreement
among all of the interested parties and Escrow Agent shall have been notified thereof in writing
signed by all such parties. Notwithstanding the foregoing, in the event Escrow Agent shall be
in doubt as to what action it should take hereunder at any time during the term of this
Agreement, Escrow Agent shall have the right, in its sole and absolute discretion, to file an
interpleader action in the District Court of Travis County, Texas, and interplead all monies held
by it into the registry of said court, and in such event all costs, expenses and attorneys' fees
incurred by Escrow Agent in filing such interpleader action shall be paid from the monies so
interpled. The rights of Escrow Agent under this subparagraph are cumulative with all other
rights which Escrow Agent may have under this Agreement or at law, in equity or otherwise.
J. Notwithstanding any provision contained in this Agreement which could
be construed to the contrary (including, without limitation, any provision contained in
Paragraph 4 hereof), prior to the disbursement of the Escrow Monies, or any portion thereof,
to any party hereunder, Escrow Agent may require specific written instructions signed by Seller,
Purchaser and /or the City (in either case, not to be unreasonably withheld or delayed)
authorizing and directing that such disbursement(s) be made.
7. Indemnity of Escrow Agent. Seller, Purchaser and the City hereby jointly and
severally agree to defend, indemnify and hold harmless Escrow Agent from and against any and
all claims, demands, causes of action, losses, liabilities, damages, costs and expenses, including,
without limitation, court costs, legal expenses and attorneys' fees, incurred or suffered by
Escrow Agent in connection with the performance of its obligations under this Agreement or
otherwise arising, directly or indirectly, by reason of this Agreement, except to the extent any
such claims, demands, causes of action, losses, liabilities, damages, costs or expenses are
incurred or suffered by Escrow Agent directly as a result of its own gross negligence or willful
misconduct. In addition, Purchaser hereby agrees to defend, indemnify and hold harmless Seller
and /or the City from and against any and all claims, demands, causes of action, lawsuits,
liabilities, damages, costs and expenses, including, without limitation, court costs, legal expenses
and attorneys' fees, incurred or suffered by Seller and /or the City as a result of the foregoing
indemnification of Escrow Agent by Seller and /or the City, but only to the extent any such
claims, demands, causes of action, lawsuits, liabilities, damages, costs or expenses are suffered
by Seller and /or the City directly as a result of Purchaser's own negligence, willful misconduct
or breach of this Agreement. In addition, Seller hereby agrees to defend, indemnify and hold
harmless Purchaser and /or the City from and against any and all claims, demands, causes of
action, lawsuits, liabilities, damages, costs and expenses, including, without limitation, court
costs, legal expenses and attorneys' fees, incurred or suffered by Purchaser and/or the City as
a result of the foregoing indemnification of Escrow Agent by Purchaser and /or the City , but
only to the extent any such claims, demands, causes of action, lawsuits, liabilities, damages,
costs or expenses are suffered by Purchaser and /or the City directly as a result of Seller's own
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negligence, willful misconduct or breach of this Agreement. In addition, the City hereby agrees
to defend, indemnify and hold harmless Purchaser and /or Seller from and against any and all
claims, demands, causes of action, lawsuits, liabilities, damages, costs and expenses, including,
without limitation, court costs, legal expenses and attorneys' fees, incurred or suffered by
Purchaser and /or Seller as a result of the foregoing indemnification of Escrow Agent by
Purchaser and /or Seller, but only to the extent any such claims, demands, causes of action,
lawsuits, liabilities, damages, costs or expenses are suffered by Purchaser and/or Seller directly
as a result of the City's own negligence, willful misconduct or breach of this Agreement. The
obligations of indemnity of Seller, Purchaser and the City as aforesaid shall survive the
expiration or any termination of this Agreement and shall be performable with respect to any
indemnification by Seller and/or Purchaser and /or the City of Escrow Agent as provided for
herein at the office of Escrow Agent in Austin, Travis County, Texas.
8. Resignation of Escrow Agent. Escrow Agent, or any successor to Escrow Agent,
may at any time resign by giving written notice to such effect to Seller and Purchaser,
whereupon Escrow Agent, or such successor, shall be relieved and discharged from the
obligations and duties imposed upon Escrow Agent under this Agreement on the first to occur
of (a) the appointment of a successor Escrow Agent as hereinafter provided or (b) the expiration
of thirty (30) calendar days after the giving of such written notice of resignation. In the event
of any resignation as aforesaid, a successor Escrow Agent, which shall be a title company or
state or national bank in Travis County with trust powers, shall be appointed by Seller and
Purchaser. Any successor Escrow Agent shall deliver to Seller, Purchaser, the City and the
resigning Escrow Agent a written instrument accepting its appointment under this Agreement,
whereupon it shall then succeed to all the rights, privileges, duties, liabilities and immunities of
the predecessor Escrow Agent under this Agreement and, concurrently with the execution of
such acceptance, all monies and /or documents held by the resigning Escrow Agent hereunder
shall be delivered by it to the successor Escrow Agent.
9. Termination. This Agreement shall terminate on the earlier to occur of (a) the
delivery to Escrow Agent of an instrument in writing executed by Seller, Purchaser and the City
advising Escrow Agent of the termination of this Agreement, including specific written
instructions signed by Seller, Purchaser and the City for the disbursement of any monies
remaining in the hands of Escrow Agent or (b) the disbursement of all monies by Escrow Agent
in accordance with the terms and provisions of this Agreement. Upon the termination of this
Agreement as aforesaid, Escrow Agent shall be relieved and discharged from any further
obligation or liability under this Agreement.
10. Conflict With Other Documents. Seller, Purchaser, the City and Escrow Agent
recognize, acknowledge, covenant and agree that the instructions set forth in this Agreement
shall, insofar as the Escrow Agent and its duties, responsibilities and functions hereunder are
concerned, supersede any other contract, instrument or document executed among Seller,
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Purchaser, the City and Escrow Agent may rely absolutely hereon to the exclusion of any and
all other contracts, instruments or documents.
11. Notices. All notices required or permitted to be given hereunder, or given in
regard to this Agreement by one party to another, shall be in writing and the same shall be given
and be deemed to have been served, given and received (a) if delivered by hand, when delivered
in person to the party or parties to whom notice is being given at the address(es) hereinafter
specified or (b) if mailed, when placed in the United States mail, postage prepaid, by certified
mail, return receipt requested, addressed to the party or parties to whom notice is being given
at the address(es) hereinafter specified. Any party may change its address for notices by notice
given in accordance with this paragraph. Until changed in the foregoing manner, the respective
addresses of the parties for notices hereunder shall be as follows:
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If to Seller:
Socrates Retail Joint Venture
c/o Cencor Realty Services, Inc.
106 East 6th Street
Suite 200
Austin, Texas 78701
Attention: Thomas J. Terkel
With Copy To:
John W. Elliott, Esq.
Drenner & Stuart, L.L.P.
301 Congress Avenue, Suite 2100
Austin, Texas 78701
If to Purchaser:
Applebee's of Texas, Inc.
4551 West 107th Street, Suite 100
Overland Park, Kansas 66207
Attention: Robert T. Steinkamp
With Copy To:
Jeffrey Berg, Esq.
Associate General Counsel
Applebee's International, Inc.
4551 West 107th Street, Suite 100
Overland Park, Kansas 66207
10
12. Entire Agreement. This Agreement constitutes the entire agreement and
understanding among the parties hereto and supersedes all prior agreements and understandings,
if any, concerning the specific subject matter hereof. No subsequent alteration, amendment,
change, deletion or addition to this Agreement shall be binding or effective unless the same shall
be in writing and signed by all parties to this Agreement.
13. Applicable Law. This Agreement shall be governed by and construed under and
in accordance with the laws of the State of Texas. The obligations set forth herein are and shall
be performable in Travis County, Texas.
14. Binding Effect. This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs, legal representatives, successors and
assigns.
15. Construction. The headings, captions, numbering system, etc. are inserted in this
Agreement only as a matter of convenience and under no circumstances will they be considered
in interpreting the provisions of this Agreement. Where required for proper interpretation,
words used herein in the singular tense shall include the plural, and vice versa; the masculine
gender shall include the neuter and the feminine, and vice versa. If any provision hereof is for
any reason unenforceable or inapplicable, the other provisions hereof will remain in full force
and effect in the same manner as if such unenforceable or inapplicable provision had never been
contained herein. This Agreement shall be construed without regard to any presumption or rule
requiring construction against the party causing the same to be drafted.
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If to the City:
City of Round Rock
Attention: Public Works Department
221 E. Main Street
Round Rock, Texas 78664
With Copy To:
Steve Sheets, Esq.
Stephen L. Sheets & Associates, P.C.
309 E. Main Street
Round Rock, Texas 78664
If to Escrow Agent:
Heritage Title Company of Austin, Inc.
98 San Jacinto Boulevard, Suite 400
Austin, Texas 78701
Attention: Kathy S. Nunn (G.F. No. 517321)
16. Counterparts. This Agreement may be executed in any number of counterparts,
each of which will for all purposes be deemed to be an original, and all of which are identical.
IN WITNESS WHEREOF, the parties have caused this Escrow Agreement to be
executed effective as of the date first above written.
By:
Exhibit A- Water and Sewer Lines Location
eocnka jwetapp1e101031030.jph
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SELLER:
SOCRATES RETAIL JOINT VENTURE,
a Texas joint venture
By: �
Thomas rkel, Venture Manager
PURCHASER:
APPLEBEE'S OF TE7 AS INC., a
Texas corpo
12
Abe J ustin, Jr., President
By:
6 Cid feppe i
ESCROW AGENT:
HERITAGE 't' '1 'LE COMPANY OF AUSTIN, INC.,
a Texas co a s • tion
By: I ACME
AP-
Name: p_ �� . b4JU,t)A)
Title: FSC�i�) aF/ /
eocretee.jwelepple101031030.jph
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Exhibit A
(Water and Sewer Lines Location)
DATE: January 9, 1996
SUBJECT: City Council Meeting, January 11, 1996
ITEM: 10.A. Consider a resolution authorizing the Mayor
to sign an escrow agreement regarding the Socrates
Subdivision.
STAFF RESOURCE PERSON: Steve Sheets
STAFF RECOMMENDATION: Approval of the resolution
Before an approved final plat may be recorded in the County
plat records, the Round Rock City Code requires that a developer
provide the City with financial security to assure that required
subdivision improvements will be constructed. This is usually
accomplished in the form of a performance bond or letter of credit.
The developer of the Socrates Subdivision has proposed placing cash
sufficient to construct the subdivision improvements in an escrow
account with a title company. The City will be a party to the
escrow agreement and would be entitled to withdraw the cash if
needed to complete the subdivision improvements.
C:\ WPDOCS \ACITY \BLUBSBBB \BLUSBBBT /e1e
'Is
BY
1838
LAWRE MSOWAY NCE R A O N 4) C SU ES & ASSOC., 2.
335-2272
DESIGN
2 -1 O.V.
1 -8 Q.V.
20 Lf.x12" Du. W.L
FOR FUT. CONNECT1ONN
1 -12" PLUG
WATER AND SANITARY SEWER PLAN
LOT 2, BLOCK 1, SOCRATES ADDITION
DRAWN
CITY OF ROUND ROCK, TEXAS
DATE
it/441/oz
APPLEBEE'S
SCALE
NOTES
D.P.
CONSULTING ENGINEERS
DALLAS. TEXAS
FILE
NO.
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