Contract - Meridian World School - 2/12/2015 ESCROW AGREEMENT
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•R HIS ESCROW AGREEMENT (this "Agreement") is entered into as of theme day of
�, by, among and between ( DY 7-1-71 1
("Escrow Agent"), City of Round Rock, Texas ("City"), and Meridian World School, LLC, a
Texas limited liability company and open-enrollment charter school ("School") (City and School
are each referred to as a"Party" or collectively as the"Parties").
Recitals
A. School operates an open-enrollment charter school campus at 2555 North
Interstate Highway 35, Round Rock, Texas 78664 (the"Campus").
B. School has submitted certain plans, information, and data to City for the
improvement and renovations to the Campus for the purpose of better serving the School's
student body (the "Campus Renovations"), and requested approval of the same from City to
commence the Campus Renovations.
C. As part of its review process of the Campus Renovations plan, information and
data, City had a professional engineer complete a Meridian School Traffic Impact Letter Report
dated July 14, 2014, a copy of which is attached hereto as Exhibit A and incorporated for all
purposes herein (the "TIS"), to project the impact the Campus Renovations would have on the
flow of traffic in the surrounding area.
D. The TIS recommended a number of public infrastructure expansions ("Public
Expansions"), which are intended to mitigate the impact of the Campus Renovations on the flow
of traffic in the surrounding area.
E. The TIS estimated the total costs for construction, installation, and completion of
the Public Expansions, including any impact fees relating thereto, to be $1,182,000.00.
F. The TIS further estimated that School's proportionate share of the total costs of
the Public Expansions to be approximately thirty-three and one-half percent(33.5%).
G. City has conditioned its (i) final approval of School's development plans for the
Campus Renovations, (ii) issuance of permits to construct the Campus Renovations, and (iii)
issuance of permits to occupy the Campus Renovations on the School making a pro-rata
contribution toward the construction of the Public Expansions.
H. The School's Board of Directors ("the Board"), intends that the School be a good
institutional citizen, and a good neighbor to both the surrounding businesses and residences, and
the citizens of Round Rock who use the adjoining thoroughfares. The Board finds that
construction, installation, and completion of the Public Expansions is intended to create a safer
environment for its students and employees, and further its goal of being a good institutional
citizen.
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The Parties agree that the terms and conditions of this Agreement will fully
resolve and satisfy School's obligations and liability as to the Public Expansions.
Agreement
In consideration of the premises and of the mutual covenants and undertakings
hereinafter made, the Parties hereto agree as follows:
1. Obligations of Parties. The Parties shall complete the following obligations:
a. City's Construction of Public Expansions. City hereby contractually
stipulates and agrees to ensure the completion of the construction and
installation of certain Public Expansions attributable to the Campus
Renovations, to-wit; the completion of design and environmental studies
required for the addition of a turn lane along the IH-35 access road adjacent to
the School, with access to the School from the turn lane, in accordance with
the TIS on or before November 1, 2018(the "Public Expansions Completion
Date"). Any Public Expansion not completed by the Public Expansions
Completion Date will be the full responsibility and liability of City to
complete in as expeditious a manner as possible, with City acknowledging and
stipulating that it has a contractual responsibility to complete such Public
Expansion(s) by the Public Expansions Completion Date and that School will
be fully and completely released of any obligations or liabilities related to the
costs associated with such Public Expansion(s) notwithstanding anything to
the contrary detailed herein.
b. School's Responsibility of Public Expansions and Substitute Public
Expansions. The Parties hereby acknowledge, agree and stipulate School's
responsibility and liability for the costs of construction, installation, and
completion of all of the Public Expansions , attributable to the Campus
Renovations will be $150,000.
c. No Further Necessary Public Infrastructure Expansions. City acknowledges,
agrees and contractually stipulates that no further public infrastructure
expansions or improvements other than the Public Expansions will be
conditions for City's (i) final approval of School's development plans for the
Campus Renovations, (ii) issuance of permits to construct the Campus
Renovations, and (iii)issuance of permits to occupy the Campus Renovations.
An outline of School's development plan is attached hereto as Exhibit B.
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:
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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 Escrow Agent. Escrow Agent agrees to accept the
Escrowed Funds and agrees to disburse the Escrowed Funds only in accordance
with the terms 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
duties in connection with this Agreement, Escrow Agent's attorneys, or regulatory
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 and general contractor
performing the construction, installation, and completion of such Public
Expansion or Substantial Public Expansion subject to the invoice(s), as a
condition to School's approval of the release of and City receiving any portion 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.
d. Release of Escrowed Funds Back to School. If City acknowledges in
writing to School and Escrow Agent that City will not be able to complete any
Public Expansion or Substantial Public Expansion, as applicable, then that portion
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 Expansions Completion Date or Final Completion
Date, whichever is applicable, will be immediately distributed to School,
regardless.
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e. 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.
iv. 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.
vi. 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
Escrow Agent, in good faith, shall be in doubt as to what action it
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should take hereunder, Escrow Agent may, in its sole discretion,refuse
to comply with any claims or demands on it, or refuse to take any
other action hereunder, so long as such disagreement continues or such
doubt exists, and in such event, the Escrow Agent shall not be or
become liable in any way or to any person for its failure or refusal to
act, and the Escrow Agent shall be entitled to continue to so refrain
from acting until (i) the rights of all interested parties shall have been
fully and finally adjudicated by a court of competent jurisdiction, or
(ii) 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 Williamson County, Texas, and interplead all documents and
instruments held by it into the registry of said court, and in such event,
all costs, expenses and attorney's fees incurred by Escrow Agent in
filing such interpleader action shall be paid equally by City and School
or from the funds so interplead. Furthermore, the parties hereto for
themselves,their heirs, legal representatives, successors and assigns do
hereby submit themselves to the jurisdiction of said court and do
hereby appoint the then clerk, or acting clerk, of said court as their
agent for service of all process in connection with such proceeding.
The rights of Escrow Agent under this paragraph are cumulative to all
other rights which it may have by law or otherwise.
3. No Third Party Beneficiary. This Agreement is intended solely for the benefit of
the Escrow Agent, City and School, and said parties respective successors and assigns, and no
third party shall have any rights or interest in the Escrowed Funds or this Agreement. Nothing
contained in this Agreement shall be deemed or construed to create an obligation on the part of
the Escrow Agent, City and/or School to any third party nor shall any third party have a right to
enforce against the Escrow Agent, City and/or School any right that any of the other parties to
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 and
will equally share the costs of a mutually acceptable mediator. This paragraph survives the
termination of this Agreement. This paragraph does not preclude a party from seeking equitable
relief from a court of competent jurisdiction.
5. Notices. Any notices required or permitted to be given under this Agreement shall
be in writing and shall be deemed to be given when actually received by that Party (i) if
delivered by hand, facsimile transmission or other electronic means (e.g. email communication);
or (ii) if sent by a nationally recognized overnight courier, and addressed to the party in question
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at the facsimile number or address indicated herein, or to a different facsimile number or address
as previously given in a notice to the other parties.
City:
City of Round Rock
Attn: City Manager
300 East Main Street
Round Rock, Texas 78664
School:
Meridian World School, LLC d/b/a Meridian World School
Attn: Karalei Nunn
2555 North Interstate Highway 35
Round Rock, Texas 78664
With a copy to:
Schulman, Lopez&Hoffer,LLP
Attn: Joseph E. Hoffer
517 Soledad Street
San Antonio, Texas 78205
Telephone: (210) 538-5385
Facsimile: (210) 538-5384
E-mail:jhoffer@slh-law.com
Escrow Agent
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6. Entire Agreement. This Agreement contains the entire agreement of the Parties
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.
7. Binding Effect. This Agreement, and the terms, covenants, and conditions herein
contained shall inure to the benefit of and be binding upon the successors and assigns of each of
the Parties hereto.
8. Time. Time is of the essence in all things pertaining to the performance of this
Agreement.
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9. Applicable Law. The construction and validity of this Agreement shall be
governed by the laws of the State of Texas.
10. Paragraph Headings. 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. Counterparts. 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 same effect as manually-signed originals and shall be binding on the undersigned parties.
(Signatures on the Following Page)
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EXECUTED as of the date first written above.
CITY:
CITY OF ROUND ROCK, TEXAS
By: It
Name: cLT, A-Grict, W
Title: Ms:11[-
SCHOOL:
MERIDIAN WORLD SCHOOL, LLC d/b/a
MERIDIAN WORLD SCHOOL, a Texas limited
liability company
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