Contract - Meridian World School, LLC - 4/14/2016In
ESCROWi
enteredTHIS ESCROW AGREEMENT (this "Agreemen ") is into as of _jkCi .
MA, AmL,, 2016, by, among and between
i ' of Round Rock,
i Meridian World School,, 1 liability companyand
open-
1 if iii" and School are each1 to as a "Party"or
collectively
A. School operates an ii` i . Ii' campus at 2555 North
Interstate Round Rock, i
B. i1I has submitted certain plans,1 i 1 data i City for the
improvement 1 renovations to the Campus opurpose of better o f
studentif1 • "Campus Renovations"), and requested approval of the same from
commence the Campus Renovations.
part of •• process of . 1 Renovations plan,iI i and
data, City 1 :. professional engineer cf i', School i Report
dated f i of ` 1', hereto as Exhibit1 incorporated for
rilurposes herein
., to project impact• Campus Renovations w
i ai i i have on the
i of 1 1',
D. The TIS recommended a number of public infrastructure expansions blic
Expansions 1`1 # mitigate .impacto1 Campus Renovations1 e... 1
of i 1
s 0i ILM wx i i
•1 �,li i iif '..i i� it f ii
G. City has conditioned approval of i 1 development plans for
Campus Renovations, of pennits to construct the CampusRenovations, i',
issuance of pen-nitsto occupy , pRenovations on i 1l making a pro -rat?,
contribution toward the constructionof i Expansions.
H. The School's Board of DirectorsBoard"), intends that the Schoolbe +± giili
institutional citizen, and a good neighbor to both the
surroundin
businesses and
residences, a
the citizensi� 1 A l 1 i i *'g i1. li 1,th
construction, . 1 and completion of the PublicExpansions // to
environmentor its students and employees,1, further its goalof being agood institution.
1. The Pagreearties terms1 conditions
resolve and satisfy School's obligations and liability as to the Public Expansions.
In consideration of premisesof
made,hereinafter the Partiesf agree as follows:
r Construction of Public 1.nsions. City hereby contractually
stipulates and agrees to ensure the completion of the construction and installation
of certain Public 1. attributable f the CamicusRenovations-. to -wit-.
completion of design and environmental studies required for the addition of
Turn Lane along adjacent i the School
access to the Schoolfrom . in accordance with the TIS on fbefore
November 0 ► :. "Public f, Jns Completion Date"). Any Public
Expansion i completed by the Public 1. 1 Completion be the
possible, acknowledging f stipulating that it has a contractual
responsibility i complete Public1. 1 by Public 1 .. 1
Completion Date and that School will be fully and completely released of any
obligations or liabilities1 the costsf .i" with such Public
Expansion(s)i 1; detailed
1..,School's Responsibility of Public EXD. ons and Substitute
Public
Expansions. Parties1 and stipulateSchool's
responsibility f liability for1 of construction,installation,
completion of of the Public f. 1 attributable tf the Campus
Renovations will be 000.
C. School's Relocation of Driveway. f#l hereby agrees to relocate
presentlydriveway f to an alternativelocation i as to not
conflict
ii ii Dedication of 1f -Way. School agreesf
dedicate the right-of-way for the Turn Lane to the City at no cost to the City.
School agrees to execute any documentation necessary to evidence
said
dedication when so requested by the City.
e. No Further NecessaryPublic:.structure Expansio
acknowledges, agrees and contractually fulates that no further public
infrastructure expansions or improvements other than the Public i, 1
1` conditions forapproval of ii development plans for
Campus i i of permits to constructCampus
Renovations, of permits to occupy
Campus Renovations.
An outline of fi....... development plan is attached hereto as ExhibitB.
0
2. Escrow of Funds. School will deposit a total of $150,000.00 with Escrow Agent
(the "Escrowed Funds") in accordance with the terms contained in this Section 2.
a. Timing of Deposits. School will deposit the Escrowed Funds with the
Escrow Agent as per the following schedule:
i. An initial $37,500.00 by November 1, 2015;
ii. An additional $37,500.00 by November 1, 2016;
iii. An additional $37,500.00 by November 1, 2017; and
iv. A final $37,500.00 by November 1, 2018.
b. Confidentiality by EscroV Agent. Escrow Agent agrees to accept the
Escrowed Funds and agrees to disburse the Escrowed Funds only in accordance
with the terins of this Agreement. Escrow Agent hereby agrees to place the
Escrowed Funds in an interest bearing account, for the benefit of City and School,
with a federally insured bank, with any applicable fees to be paid by School.
Escrow Agent shall be entitled to no compensation for Escrow Agent's
performance of its obligations hereunder. Furthermore, except as required by
applicable law or court order, Escrow Agent shall keep the terms of this
Agreement and any related agreements to the Agreement confidential and not
disclose any information concerning the same to any third party except Escrow
Agent's employees who need to know the information to perform their assigned
IiWi" iJJ AgareA-mvwo� Esr-,r*,,v Jk�-.zt�s
authorities.
C. Receipt of Invoices and Lien Waivers Prior as Condition to Release of
Payment. Upon the completion of a Public Expansion or Substantial Public
Expansion, City must provide School and Escrow Agent with copies of all
invoices related to such Public Expansion or Substantial Public Expansion,
including proof of City's payment of such invoice(s) and copies of unconditional
lien waivers from all of the subcontractors/suppliers andgeneral contractor
performing the construction, installation, and completion of such Public
Expansion or Substantial Public Expansion subject to the invoice(s), as a
c%ndition to School's a-si-yroval of the release of and Ciop receiving anM�sortion of
the Escrowed Funds. )Within ten (10) days of the receipt of written confirmation
from School of the sufficiency of such items, Escrow Agent shall immediately
disburse the portion of the Escrowed Funds to City.
IMLL�-. A
7=1
of the Escrowed Funds allocated to such Public Expansion or Substantial Public
Expansion shall be immediately disbursed to School within ten (10) days of such
written notification by City. Furthermore, any Escrowed Funds still held by
Escrow Agent as of the Public EXQansions COMDICtion Date or Final ComMetion
Date, whichever is applicable, will be immediately distributed to School,
regardless.
C. City and School agree that the following provisions shall control with
respect to the right, duties, liabilities, privileges, and immunities of Escrow
Agent:
i. Escrow Agent is not a party to, and is not bound by, or charged with
notice of, any agreement out of which this escrow may arise, other
than this Agreement.
ii. Escrow Agent acts hereunder as a depository only, and is not
responsible or liable in any manner whatever for the sufficiency,
correctness, genuineness or validity of the subject matter of the escrow
or any part thereof, or for the form or execution thereof, or for the
identity or authority of any person executing or depositing the same.
iii. In the event Escrow Agent becomes involved in litigation in
connection with this escrow, City and School agree, to the extent
permitted by law, to indemnify and save Escrow Agent harmless from
all loss, costs, damages, expenses and attorney's fees suffered or
incurred by Escrow Agent as a result thereof. The obligations of City
and School under this paragraph shall be performable at the office of
Escrow Agent in Williamson County, Texas.
Escrow Agent shall be protected in acting upon any written notice,
waiver, consent, certificate, receipt, authorization, power of attorney or
other paper or document which Escrow Agent in good faith believes to
be genuine and what it purports to be.
v. Escrow Agent shall not be liable for anything which it may do or
refrain from doing in connection herewith, except its own negligence
or willful misconduct, Notwithstanding anything to the contrary
contained herein, Escrow Agent will not be entitled to the
indemnification by City and School as detailed in this Section for any
and all, without limitation, claims, demands, expenses, fines, losses,
costs, damages or fees (including, without limitation, attorney's fees)
attributable to the Escrow Agent's negligence or willful misconduct.
Escrow Agent may consult with legal counsel in the event of any
dispute or question as to the construction of any of the provisions
hereof or its duties hereunder, and it shall incur no liability and shall
be fully protected in acting in accordance with the opinion and
instruction of such counsel if such counsel is board certified in
commercial real estate by the Texas Board of Legal Specialization.
vii. In the event any claims or demand upon Escrow Agent are made in
connection with any provision of this Agreement, or in the event the
9
Escrow Agent, in good faith, shall be in doubt as to what action
should take hereundei fIle,
I I
-jivx6m
to comply with any claims or demands on it, or refuse to take A
a
other action hereunder, so long, as such disagreement continues or
doubt exists, and in such event, the Escrow Agent shall not be
become liable in any way or to any person for its failure or refusal
act, and the Escrow Agent shall be entitled to continue to so refra
from acting until (i) the rights of all interested parties shall have be
ftilly and finally adjudicated by a court of competent jurisdiction,
(ii) all differences shall have been adjusted and all doubt resolved
a reement among all of the interested arties and Escrow Agent shl,
have been notified thereof in writing signed by all such parti
Notwithstanding the foregoing, in the event Escrow Agent shall be
doubt as to what action it should take hereunder at any time during t
term of this Agreement, Escrow Agent shall have the right, in its so
and absolute discretion, to file an interpleader action in the Dist
Court of Williamson County. Texas, and inteMlead all documents a
111111g NIAM 111LC1P4CditC1- rin SIM11 tic �O:Urt if
or from the funds so interplead. Furthermore, the parties hereto
themselves- their heirs, legal representatives- successors an assi ns
hereby submit themselves to the jurisdiction of said court and
hereby appoint the then clerk, or acting clerk, of said court as th
agent for service of all process in connection with such proceedi6-
The rights of Escrow Agent under this paragraph are cumulative to
other rights which it may have by law or otherwise.
3. No Third Party Beneficiary. This Agreement is intended solely for the benefit
the Escrow Agent, City and School, and said parties respective successors and assigns, and
third party shall have any rights or interest in the Escrowed Funds or this Agreement. NothMi
contained in this Agreement shall be deemed or construed to create an obligation on the part
the Escrow Agent, City and/or School to any third party nor shall any third party have a right I
enforce against the Escrow Agent, City and/or School any right that any of the other parties
this Agreement may have under this Agreement.
4. Dispute Resolution. The Parties agree to negotiate in good faith in an effort to
resolve any dispute related to this contract that may arise. If the dispute cannot be resolved by
negotiation, then the parties will submit the dispute to mediation before resorting to litigation an(i
will equally share the costs of a mutually acceptable mediator. This paragraph survives th*
termination of this Agreement. This paragraph does not preclude a party from seeking equitabl(;i
relief from a court of competent jurisdiction.
5. Notices. Any notices required or permitted to be given under this Agreement sh
be in writing and shall be deemed to be given when actually received by that Party (i) I
delivered by hand -- facsimile transmission or other electronic means �—ft-81. email communication
or (ii) if sent b% a nationally recoanized overniuht courier. and addressed to the nartv in auesti
i�qi!111111 111 1111
11111111101 P I I IIr
=I
City of Round Rock
Attn.: City Manager
300 East Main Street
Round Rock, Texas 78664
t.
Meridian World School, LLC d/b/a Meridian. World School
Attn: Karalei Nunn
2555 North Interstate Highway 35
Round Rock, Texas 78664
WAM� " 111H
Attn: Joseph E. Hoffer
517 Soledad Street
San Antonio, Texas 78205
Telephone: (21.0) 538-5385
Facsimile: (210) 538-5384
E-mail: ih , ffgL�@0,11,�.-law.corn
.a �,! ............. . ...... . .... —.'-
6. EntireA cement. This Agreement contains the entire agreement ®f the Parties
gL_
hereto with respect to the subject matter hereof, and this Agreement can be amended only by
written agreement signed by all of the Parties hereto. Any other agreements previously approved
by the parties are void and supplanted by this Agreement
7. Bind
in_ing Effect. This Agreement, and the terms, covenants, and conditions herein
WaAD.-SIC
the Parties hereto.
8. Time. Time is of the essence in all things pertaining to the performance of this
Agreement,
3
9. ADDlicable Law. The construction and validity of this Agreement shall be
governed by the laws of the State of Texas.
10. Para rap HeLdings. The paragraph headings contained in this Agreement are for
convenience only and shall in no way enlarge or limit the scope or meaning of the various and
several paragraphs hereof.
11. Grammatical Construction. Wherever appropriate, the masculine gender may
include the feminine or neuter, and the singular may include the plural, and vice versa.
12. LCgoqunnjtqMAj:Ls. This Agreement may be executed in multiple counterparts, each of
which shall be deemed an original, and all of which together shall be construed as one and the
same instrument. Facsimile and other electronic copies of manually signed originals shall have
the sarne effect as manually -signed originals and shall be binding on the undersigned parties.
•1,
VA
CITY OF ROUND ROCK, TEXAS
By: /n
Name:
Title:
MERIDIAN Vrffi';UD SCHOOL, LLC d/b/a
MERIDIAN WORLD SCHOOL, a Texas limited
liability company
By:
Name:
Title:
ESCROW AGENT:
Fil
MUM
Forms provided by Texas Ethics Commission www.etnics.state.ix.us vciawrf vi.
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
1of1
Complete Nos. 1- 4 and 6 if there are interested parties.
OFFICE USE ONLY
Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties.
CERTIFICATION OF FILING
Certificate Number:
2016-35029
1 Name of business entity filing form, and the city, state and country of the business entity's place
of business.
Meridian World School, LLC
Round Rock, TX United States
Date Filed:
04/05/2016
2 Name of governmental entity or state agency that is a party to the contract for which the form is
being filed.
City of Round Rock
Date Acknowledged:
3
Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the goods or services to be provided under the contract.
Meridian Right Turn Lane
The City of Round Rock will design and build a right-turn lane from north-bound Mays into the school property. Meridian will
contribute $150,000 over a period of four years.
4
Name of Interested Parry
City, State, Country (place of business)
Nature of interest (check applicable)
Controlling
Intermediary
5
Check only if there is NO Interested Party. a
6
AFFIDAVIT I swear, or affirm, under penalty of perjury, that the
above disclosure is true and correct
�`"'►"4� KATHY W1 H LM ILGEN "
1 41a: ..
=4 - Notary Public, Rote of Texas
My Commission Expires Signature of authorized agent of contracting business entity
•y,n0���;�.� August 15, 2018
SEAL
AA Swo to and subscribed before me, by the said 1�"Ii It! (y!Lt�—L this the day of
20� to certify which, witness my hand and seal of office.
Signaturee officer administerin oa Printed name !!Yficer administering oath Title of officer adm istering oath
Forms provided by Texas Ethics Commission www.etnics.state.ix.us vciawrf vi.
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
1 of 1
Complete Nos, 1- 4 and 6 if there are interested parties.
Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties.
OFFICE USE ONLY
CERTIFICATION OF FILING
Certificate Number:
2016-35029
Date Filed:
04/05/2016
Date Acknowledged:
04/05/2016
1 Name of business entity filing form, and the city, state and country of the business entity's place
of business.
Meridian World School, LLC
Round Rock, TX United States
2 Name of governmental entity or state agency that is a parry to the contract for which the form is
being filed.
City of Round Rock
g Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the goods or services to be provided under the contract.
Meridian Right Turn Lane
The City of Round Rock will design and build a right -turn lane from north -bound Mays into the school property. Meridian will
contribute $150,000 over a period of four years.
4
Name of Interested Party
City, State, Country (place of business)
Nature of interest (check applicable)
Controlling
Intermediary
5 Check only if there is NO Interested Parry. 71
X
6 AFFIDAVIT I swear, or affirm, under penalty of perjury, that the above disclosure is true and correct.
Signature of authorized agent of contracting business entity
AFFIX NOTARY STAMP / SEAL ABOVE
Sworn to and subscribed before me, by the said this the day of
20 , to certify which, witness my hand and seal of office.
Signature of officer administering oath Printed name of officer administering oath Title of officer administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.312