HomeMy WebLinkAboutContract 34851�iT�r` �ECREiqRY (
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ESCROW/PLEDGE AGREEMENT
This ESCROW/PLEDGE AGREEMENT ("Agreement") is made and entered into by
and between PRESIDIO VISTA I, LTD. ("Developer"), a Texas limited partnership; the
CITY OF FORT WORTH ("City"), a home rule municipal corporation organized under the
laws of the State of Texas; and TEXAS STATE BANK ("Escrow Agent").
Recitals
The following statements are true and correct and form the basis of this Agreement:
A. The City and Developer previously entered into that certain Community Facilities
Agreement on file in the City Secretary's Office as City Secretary Contract No. 33886, as
amended by City Secretary Contract No. 34291 (the "CFA") pursuant to which
Developer will construct certain public improvements to Presidio Vista Addition, an
addition of the City, as more specifically set forth in the CFA (the "Community
Facilities").
B. The CFA requires Developer to provide to the City certain financial security to ensure (i)
the satisfactory completion of the Community Facilities and conveyance of such
Community Facilities to the City and (ii) full payments to all entities with whom
Developer has a direct relationship for worlc comprising a portion of or all of the
Community Facilities (collectively the "Secured Obligations").
C. In satisfaction of Developer's obligation to provide the City with such financial security,
the CFA permits Developer to place in escrow a cash deposit in an amount equal to one
hundred twenty-five percent (125%) of the estimated cost to complete the Community
Facilities.
D. Developer has paid (i) $605,739.96 in Engineering Design fees to Halff Associates, Inc.,
(ii) $100,285.84 in fees for Construction Engineering and Management to the City
(Department of Engineering), and (iii) $50,142.92 in Materials Testing fees to the City
(Department of Engineering), pursuant to its obligations under the CFA (as shown on the
CFA Summary of Cost).
E. Developer has requested Escrow Agent to act in the capacity of escrow agent under this
Agreement, and Escrow Agent, subject to the terms and conditions hereof, has agreed to
do so. Subject to the terms and` conditions hereof, the City has consented to this
arrangement.
A�reement
In consideration of the mutual recitals, covenants, promises and obligations contained
herein, the City, Developer and Escrow Agent agree as follows:
Page 1
Escrow Agreement between Presidio Vista I, LTD
City of Fort Worth and Texas State Bank
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1. APPOINTMENT OF ESCROW AGENT.
Developer and the City hereby appoint Escrow Agent as the escrow under this
Agreement. Escrow Agent hereby accepts such appointment.
2. DEPOSIT.
Concurrently with the execution of this Agreement, Developer shall have delivered to
and deposited with Escrow Agent the sum of $4,142.237 in immediately available funds, which
represents one hundred twenty-five percent (125%) of the estimated cost to complete the
Community Facilities, as set forth in the CFA, reduced by the Engineering Design fees,
Construction Engineering and Management fees, and Materials Testing fees previously paid by
Developer as set forth in Recital D, to guarantee Developer's performance of the Secured
Obligations. This sum, plus any adjustments made due to increases or decreases in the cost of
the Community Facilities as provided by the CFA and disbursements made in accordance with
this Agreement, shall be refei7•ed to in this Agreement as the "Pledged Collateral". Escrow
Agent shall segregate the Pledged Collateral from other funds of Developer held by Escrow
Agent.
Subject to and in accordance with the terms and conditions of this Agreement, Escrow
Agent shall receive, hold in escrow, invest and reinvest, and release or distribute the Pledged
Collateral. All losses resulting fiom Escrow Agent's investment or reinvestment of the Pledged
Collateral, all interest and other earnings, and all amounts fi•om the Pledged Collateral charged
by Escrow Agent for such investment or reinvestment services shall from the time of such loss,
earning ar charge no longer constitute part of the Pledged Collateral. However, in the event that
any such loss or charge causes the amount of the Pledged Collateral to be less than the
Estimated Cost to Complete, as defined in Section 6.1 of this Agreement, Developer shall
deposit, as part of the Pledged Collateral, the additional sum of money necessary for the amount
of the Pledged Collateral to equal such remaining costs. Escrow Agent shall not be responsible
for losses on any investments of the Pledged Collateral, including, but not limited to, losses from
marlcet rislcs, premature liquidation or other actions talcen pursuant to and in accordance with this
Agreement.
3. INVESTMENT OF PLEDGED COLLATERAL.
Escrow Agent shall invest and reinvest the Pledged Collateral in a money marlcet
account, unless instructed in writing otherwise by Developer, subject to the advance written
consent of the City, which consent shall not be unreasonably withheld ar delayed. In that event,
Developer's written instructions shall specify (i) the type and identity of the investments to be
purchased and/or sold; (ii) the name of the brolcer-dealer, if any, which Developer directs Escrow
Agent to use with respect to such investment; (iii) any particular settlement procedures required,
if any, provided that such procedures shall be consistent with industry standards and practices;
and (iv) any other information which Escrow Agent may reasonably request or need to carry out
Developer's instructions. If Developer does not expressly direct Escrow Agent to use a
particular brolcer-dealer, Escrow Agent may use a brolcer-dealer of its own selection, including a
brolcer-dealer owned by or affiliated with Escrow Agent or any of Escrow Agent's affiliates.
Page 2
Escrow Agreement between Presidio Vista, I LTDr
City of Fort Worth and 1 P_�cGt S S'I'q i'G v1 IC�
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Escrow Agent shall confirm the receipt, investment and reinvestment of the Pledged
Collateral as soon as practicable in the form of a monthly account statement to both the City and
Developer. The City and/or Developer shall notify Escrow Agent of any discrepancies in such
account statement within thirty (30) days following receipt thereo£ Failure of the City and/or
Developer to inform Escrow Agent of any discrepancies in such account statement shall
conclusively be deemed by Escrow Agent as a confirmation by the City and/or Developer, as
applicable, of such account statement in its entirety. Each account statement shall be deemed to
have been received by the party to whom directed on either (i) the date of actual receipt thereof
or (ii) three Business Days (as defined below) after Escrow Agent deposits such account
statement in the United States Mail, postage prepaid, whichever date is earlier. For purposes of
this paragraph, the term "Business Day" shall mean any day of the year, excluding Saturday,
Sunday and any other day on which national Escrow Agents are required or authorized to close
in Dallas, Texas. In addition, upon request by the City, Escrow Agent shall promptly furnish the
City with a written confirmation, signed by an officer of Escrow Agent, of the balance of the
Pledged Collateral.
4. PLEDGE.
As security for the full and punctual performance of the Secured Obligations, Developer
hereby pledges, assigns and transfers to the City, and hereby grants to the City a security interest
in, the Pledged Collateral, and all rights and privileges pertaining thereto, with the exception of
interest income, appreciation or other earnings, which shall be and remain the sole property of
Developer and which Escrow Agent shall disburse monthly to Developer or as otherwise agreed
in writing between Escrow Agent and Developer. The security interest granted and the
assignments made by Developer to the City hereunder are made as security only and shall not
subject the City or Escrow Agent to, or transfer or in any way affect or modify, any obligation of
Developer with respect to any of the Pledged Collateral or any transaction involving or related to
the Pledged Collateral.
5. COVENANTS.
5.1. Affirmative Covenants by Developer.
Developer hereby malces the following "Affirmative Covenants" to the City for
so long as any of the Secured Obligations remain unperformed ar uncompleted:
5.1.1. Developer shall execute and deliver to the City all assignments,
certificates, supplemental writings and other documents and comply with other
requests that the City reasonably requests in order to evidence and perfect the
City's security interest in the Pledged Collateral.
5.1.2. Developer shall furnish the City with additional information related to the
Pledged Collateral that the City may reasonably request.
5.1.3. Developer shall notify the City immediately following Developer's receipt
of knowledge relating to any claim, action or proceeding affecting title to the
Pledged Collateral or the City's security interest therein.
Page 3
Escrow Agreement bet�veen Presidio Vista, I, LTD,
City of Fort Worth and �e. �Cp S S�h-f��-G �U r1 ��-`-
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5.1.4. In the event that the Estimated Cost to Complete (as defined in Section 6.1
and determined in accordance with Section 6.2 of this Agreement) exceeds the
amount of the Pledged Collateral, Developer shall increase the amount of the
Pledged Collateral to equal or exceed the Estimated Cost to Complete.
5.2. Ne�ative Covenants by Developer.
Subject to Section 4 of this Agreement, Developer hereby malces the following
"Negative Covenants" to the City for so long as any of the Secured Obligations remain
unperformed or uncompleted:
5.2.1. Developer shall not assign or transfer any rights of Developer in the
Pledged Collateral.
5.2.2. Developer shall not create or allow to be created any lien superior to the
City's security interest in all or any portion of the Pledged Collateral or allow all
or any portion of the Pledged Collateral to be or become subject to any lien.
6. DISBURSEMENTS TO DEVELOPER.
6.1. Disbursements for Completion of Line Item of Work.
In arder for Developer to fulfill the Secured Obligations, Developer shall have the
right to obtain fi•om Escrow Agent periodic withdrawals of the Pledged Collateral in
accardance with this Section 6. The sums disbursed by Escrow Agent from the Pledged
Collateral in accordance with this Section 6 shall be referred to in this Agreement as the
"Withdrawn Collateral." In the event that Developer wishes to receive a sum of
Withdrawn Collateral, Developer shall submit to the City and Escrow Agent a written
notice ("Withdrawal Notice") signed by Developer that states (i) the specific worlc on
the Community Facilities that Developer's contractor has completed; (ii) the amount of
money that is due Developer's contractor for completion of such worlc; and (iii)
Developer's calculation of the estimated value of the Secured Obligations that remain and
have not been performed as of the date of the notice ("Estimated Cost to Complete").
Upon receipt of a Withdrawal Notice from Developer, the City shall have seven (7)
calendar days to notify Developer and Escrow Agent in writing of any objection that the
City may have as to the amount of Withdrawn Collateral that Developer requests or as to
Developer's calculation of the Estimated Cost to Complete. The grounds for any such
objection shall be limited, respectively, to a good faith determination by the City that the
amount of Withdrawn Collateral that Developer requests is not permitted under the CFA
or that the balance of the Pledged Collateral will be insufficient to cover the Estimated
Cost to Complete if Escrow Agent disburses the Withdrawn Collateral as requested. In
the event that the City files with Developer and Escrow Agent a timely notice of
objection, the City and Developer shall negotiate promptly and in good faith to reconcile
the calculations and jointly to approve an Estimated Cost to Complete. If the City fails to
timely notify Developer and Escrow Agent of any objection, then Developer's calculation
shall be deemed to have been accepted and approved by the City, and Escrow Agent is
authorized to release the Withdrawn Collateral requested by Developer without delay.
The amount of Withdrawn Collateral released by Escrow Agent to Developer shall equal
Page4 �,`;,�?;,��.J;._� n;;'���':�i;�,�
Escrow A reement between Presidio Vista, I, LTD, v�� t�v ; 1: ��-"✓ �. 1
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the difference between the full balance of the Pledged Collateral on the date that the
Withdrawal Notice is submitted to Escrow Agent and one hundred twenty-five percent
(125%) of the Estimated Cost to Complete reflected in such Withdrawal Notice. In no
event shall Escrow Agent release an amount of Withdrawn Collateral that causes the
balance of the Pledged Collatei•al to fall below one hundred twenty-five percent (125%)
of the Estimated Cost to Complete reflected in such Withdrawal Notice.
DISBURSEMENTS TO CITY.
7.1. Events of Default bv Developer.
An "Event of Default" shall occur if (i) there is a default in the timely payment
or performance of the Secured Obligations after the City has provided Developer with
written notice of such a default and such default is not fully cured within seven (7) days
following receipt of such notice, or (ii) Developer breaches any Affirmative Covenant or
Negative Covenant as set forth in Section 5 of this Agreement and such breach is not
fully cured within seven (7) days following receipt of written notice by the City. Upon
the occurrence of an Event of Default, the City shall have the right to direct Escrow
Agent to transfer to the City, in accordance with the City's written instructions, up to the
amount of Pledged Collateral necessary for the City to (i) complete the Coinmunity
Facilities and (ii) otherwise satisfy the Secured Obligations ("Completion Amount").
The Completion Amount shall be reasonably determined by the City, in its sole
discretion, talcing into account previously documented Estimated Costs to Complete. The
Escrow Agent is hereby authorized and hereby agrees to transfer to the City, in
accordance with the City's written instructions, the Completion Amount upon the receipt
of and in accordance with a written statement from the City that (i) states that an Event of
Default has occurred; (ii) describes the pai-ticular Event of Default; (iii) lists the amount
of the Pledged Collateral that the City needs in order to complete the Community
Facilities and otherwise satisfy the Secured Obligations; and (iv) states that the City is
entitled to the Completion Amount in accordance with the City's written instructions to
Escrow Agent as provided by this Agreement.
7.2. Termination of CFA.
Subject to Section 7.3 of this Agreement, if the CFA is lawfully terminated and
Developer has not completed the Community Facilities and otherwise performed the
Security Obligations, the City shall have the right to direct Escrow Agent to transfer the
Completion Amount to the City in accordance with the City's written instructions. The
Escrow Agent is hereby authorized and hereby agrees to transfer the Completion Amount
to the City immediately upon receipt of a written statement from the City that states that
(i) the CFA has been lawfully terminated and (ii) the City is entitled to have the
Completion Amount transferred in accordance with the City's written instructions to
Escrow Agent as provided by this Agreement.
7.3. Exclusive Ri�hts and Remedies of City.
If Developer fails to complete the Community Facilities in accordance with the
CFA or otherwise satisfy the Secured Obligations, the City's sole and exclusive remedy
Page 5
Escrow Agreement beriveen Presidio Vista, I, LTD,
City of Fort Worth and �j ea�c(� S��7n4-� �G �t ��-=
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shall be to complete the Community Facilities as specified in the CFA at Developer's
sole cost and expense. The City shall be obligated to first use the Completion Amount
solely and exclusively to complete the Community Facilities and otherwise satisfy the
Secured Obligations, with the understanding that, notwithstanding anything to the
contrary herein, Developer shall be obligated to pay the City any sums in excess of the
Completion Amount that are necessary for the City to complete the Community Facilities
and otherwise satisfy the Secured Obligations within thirty (30) calendar days following
receipt of written demand from the City. Except to the extent that the Completion
Amount is not sufficient far the City to complete the Community Facilities and otherwise
satisfy the Secured Obligations and Developer fails to pay the City any sums in excess of
the Completion Amount that are necessary for the City to complete the Community
Facilities and otherwise satisfy the Secured Obligations, an Event of Default hereunder or
termination of the CFA shall not deprive Developer of its rights under the TIF
Agreement, as defined in Section II.B of the CFA.
8. SUBSTITUTION OF PLEDGED COLLATERAL.
In accordance with this Section 8, Developer shall have the right to obtain releases of the
Pledged Collateral ("Released Collateral") by providing the City, at no cost to the City,
payment and performance bonds in a form reasonably acceptable to the City and executed by a
coiporate surety in accordance with Texas Government Code, Chapter 2253, as amended, in the
full amount of the Estimated Cost to Complete existing at the time. Developer shall also provide
the City with a written commitment from the surety that such payment and performance bonds
shall cover all work to the Community Facilities which has occurred prior to the substitution of
such payment and performance bonds for the Released Collateral. Upon satisfaction of these
conditions, the City and Developer shall instruct the Escrow Agent in writing to release to
Developer the Released Collateral. Developer shall pay Escrow Agent all expenses, costs and
fees related to any such release.
9. COMPENSATION TO ESCROW AGENT.
Developer shall pay Escrow Agent all fees charged for services rendered by Escrow
Agent hereundei•.
10. LIABILITY OF ESCROW AGENT.
Escrow Agent's duties shall be limited to those duties expressly set forth in this
Agreement, and Escrow Agent shall have no responsibility with respect to the CFA or any other
agreement between the City and Developer. Escrow Agent may rely on, and shall not be liable
for its acting or refraining from its acting upon and in accordance with any written notice,
instruction, request or other paper furnished to it as provided by this Agreement and reasonably
believed by Escrow Agent to have been signed or presented by the proper party or parties.
Escrow Agent shall be responsible for its holding, investing, reinvesting and disbursing the
Pledged Collateral pursuant to this Agreement; provided, however, that in no event shall Escrow
Agent be liable for any lost profits, lost savings or other special, exemplary, consequential or
incidental damages in excess of Escrow Agent's fees hereunder. Escrow Agent shall not be
responsible or liable in any manner whatsoever for the sufficiency, accuracy, authenticity or
validity of the subject matter of this Agreement or any part hereof or for the transaction or
Page 6
Escrow Agreement between Presidio Vista, I, LTD,
City of Fort Worth and i e,X [n S S�-ake, �,A� �L
transactions requii•ing or underlying the execution of this Agreement; the form or execution of
this Agreement; or the identify or authority of any person who has executed this Agreement or
any part hereof or deposited all or any portion of the Pledged Collateral.
11. INDEMNIFICATION.
Developer hereby indemnifies and defends Escrow Agent, its officers, directors,
partners, employees and agents (each herein called an "Indemnified Party") against, and holds
each Indemnified Party harmless from, any and all expenses from any claim, lawsuit, demand or
action arising from or out of this Agreement, including, but not limited to, reasonable attorneys'
fees, court costs, losses, damages, tax liability, and costs, such as, without limitation,
investigation and litigation costs, suffered or incurred by any Indemnified Party, except to the
extent that such expenses have arisen, in whole or in part, from the negligent act(s) or
omission(s) or intentional misconduct of an Indemnified Party.
The City hereby agrees to hold each Indemnified Party harmless from any claim, lawsuit,
demand or action arising from or out of this Agreement except to the extent arising from the
negligent act(s) or omission(s) or intentional misconduct of an Indemnified Party.
12. RIGHT OF INTERPLEADER.
If (i) any controveisy related to this Agreement or the Pledged Collateral arises between
any or all of the parties to this Agreement or with any other person, firm or entity; (ii) a
substitute escrow is not designated as provided in Section 13 of this Agreement; or (iii) Escrow
Agent is in doubt as to what action it should take, then Escrow Agent shall have the right to
either (a) withhold delivety of all or any portion of the Pledged Collateral until the controversy is
resolved, the conflicting demands are withdrawn or Escrow Agent's doubt is resolved or (b)
subject to Section 19 of this Agreement, institute a petition for interpleader in a court of
competent jurisdiction to determine the rights of the parties to this Agreement or to otherwise
resolve the controversy. If a petition for interpleader is instituted or if Escrow Agent is
threatened with litigation or becomes involved in litigation or any other action whatsoever in
connection with this Agreement or the Pledged Collateral, then Developer shall reimburse
Escrow Agent for its reasonable attorneys' fees and any and all other expenses, losses, costs
and/or damages incurred by Escrow Agent in connection with or resulting from such threatened
or actual litigation prior to any disbursement of the Pledged Collateral hereunder. In no event
shall the City be responsible ar liable for payment or reimbursement to Escrow Agent of any
such fees, expenses, losses, costs and/or damages.
13. ESCROW AGENT'S RESIGNATION.
Escrow Agent may resign as Escrow Agent under this Agreement upon the provision of
ten (10) business days' prior written notice to both the City and Developer. Upon the effective
date of such resignation, Escrow Agent shall deliver the Pledged Collateral to any substitute
escrow agent jointly designated by the City and Developer in writing. If the City and Developer
fail jointly to designate a substitute escrow agent by the effective date of resignation, Escrow
Agent may institute a petition for interpleader in accordance with Section 12 of this Agreement.
After the effective date of Escrow Agent's resignation, Escrow Agent's sole responsibility
hereunder shall be to hold the Pledged Collateral, without any obligation to reinvest the same,
Page 7
Escrow Agreement between Presidio Vista, I, LTD,
City ofFort Worth and '�Z}�AS ��^',��-e gQvi��
and to deliver the Pledged Collateral to a substitute escrow agent subsequently and jointly
designated in writing by Developer and the City or in accordance with the directions of a final
order or judgment of the court in which the petition for interpleader was instituted, at which time
Escrow Agent's obligations hereunder shall cease and terminate.
14. TERMINATION.
This Agreement shall terminate upon (i) disbursement of all the Pledged Collateral in
accordance with this Agreement and (ii) unless Escrow Agent otherwise elects, full and final
payment of all amounts that Developer is required to pay Escrow Agent hereunder, whether fees,
expenses, costs or otherwise; provided, however, that in the event that Developer has not fully
and finally paid Escrow Agent all such amounts prior to the effective date of termination, the
provisions of (a) all of Section 9; (b) all of Section 11; and (c) the last two sentences of Section
12 of this Agreement shall survive the termination of this Agreement.
15. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively
determined to have been delivered when (i) hand-delivered to the respective party or its officers,
agents, employees, servants or representatives; (ii) sent via facsimile, to the telefax numbers
below, with electronic confirmation by sender of receipt by the addressee; or (iii) three days,
excluding Sundays and legal holidays, after deposited in the United States Mail, certified, return
receipt requested, addressed as follows:
To DEVELOPER:
Original: With a Copy to:
Attn: Steve Saxon Attn: Jim Schell
Legacy Capital Company Pope, Hardwicke, Christie, Schell, Kelly & Ray, L.L.P.
5910 North Central Expressway 901 Fort Worth Club Bldg.
Suite 1250 Fort Worth, TX 76102
Dallas, TX 75206
Telephone: 214-3 61-5000
Telefax: 214-361-5084
Page 8
Escrow Agreement between Presidio Vista, I, LTD,
City of Fort Wo�rth and I e� q 5 Sd-c��-� �q✓t �G—
Telephone: 817-332-3245
Telefax: 817-877-4781
To the CITY:
Original:
Attn: Ma►`�.IZuu��41k�`�
City of Fort Worth
Transportation/Public Works Dept.
1000 Throcicmorton
Fort Worth, TX 76102
Telephone: 817-392- 1.��'��
Telefax: 817-392-
To ESCROW AGENT:
Attn: Wayne Reynolds
Texas State Banlc
5820 West Northwest Highway
Dallas, TX 75225
Telephone: 214 866-4129
Telefax: 214 866-4195
16. ASSIGNMENT.
With a Copy to:
Attn: Peter Valcy
City of Fort Worth
City Attorney's Office
1000 Throcicmorton
Fort Worth, TX 76102
Telephone: 817-3 92-7600
Telefax: 817-392-8359
The City, Developer and Escrow Agent may not assign their individual rights or
obligations under this Agreement without the prior written consent of all other parties to this
Agreement. In the event that the other parties consent to any such assignment, the assignee shall
be subject to all terms and conditions of this Agreement as applied to the respective assignor.
17. TAX MATTERS.
Upon the execution of this Agreement, Developer shall provide Escrow Agent with its
taxpayei• identification number documented by an appropriate Form W-8 or Form W-9.
Developer's failure to supply Escrow Agent with such forms may prevent or delay
disbursements from the Pledged Collateral and may also result in the assessment of a penalty and
Escrow Agent's withholding of tax or any interest or other income earned on the Pledged
Collateral. Any payments of income shall be subject to applicable withholding regulations then
in force in the United States or other jurisdiction, as applicable.
18. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
This Agreement will be subject to all applicable federal, state and local laws, ordinances,
iules and regulations, including, but not limited to, all provisions of the City's Charter and
ordinances, as amended.
Page 9
Escrow Agreement between Presidio Vista, I, LTD,
City of Fort Worth and TrL.ZCtt 5 SI?� 1� 13Gh ��
19. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, the City does not waive
or surrender any of its governmental immunities.
20. NO WAIVER.
The failure of any party to insist upon the performance of any term or provision of this
Agreement or to exercise any right granted herein shall not constitute a waiver of that party's
right to insist upon appropriate performance or to assert any such right on any future occasion.
21. VENUE AND JURISDICTION.
If any action, whether real or asserted, at law or in equity, arises on the basis or because
of all or any portion of this Agreement or the Pledged Collateral, venue for such action shall lie
in state courts located in Tarrant County, Texas or in the United States District Court for the
Northern District of Texas, Foi•t Worth Division. This Agreement shall be construed under, and
governed by, the laws of the State of Texas.
22. NO THIRD PARTY RIGHTS.
The provisions and conditions of this Agreement are solely for the benefit of Developer,
the City and Escrow Agent, and any lawful assigns or successors thereof, and are not intended to
create any rights, contractual or otherwise, to any other person or entity.
23. SEVERABILITY.
If any provision of this Agreement shall be held to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or
impaired.
24. FORCE MAJEURE.
The parties shall exercise every reasonable effort to meet their respective obligations as set
forth in this Agreement, but shall not be held liable for any delay in or omission of perfoi7nance due
to force majeure or other causes beyond their reasonable control, including, but not limited to,
compliance with any government law, ordinance or regulation, acts of God, acts of omission, fires,
strilces, locicouts, national disasters, wars, riots, material or labor restrictions by any governmental
authority, transportation problems and/or any other cause beyond the reasonable conh�ol of the
parties.
25. INTERPRETATION.
In the event of any dispute over the meaning or application of any provision of this
Agreement, this Agreement shall be interpreted fairly and reasonably, and neither more strongly
for or against any party, regardless of the actual drafter of this Agreement.
Page 10
Escrow Agreement between Presidio Vista, I LTD,
City of Fort Worth and e�cG� S��'n�� ��1 d�-
26. CAPTIONS.
Captions and headings used in this Agreement are for reference purposes only and shall
not be deemed a part of this Agreement.
27. ENTIRETY OF AGREEMENT.
This Agreement, including any exhibits attached hereto and any documents incorporated
herein by reference, contains the entire understanding and agreement between Developer, the
City and Escrow Agent, and any lawful assigns and successors thereof, as to the matters
contained herein. Any prior or contemporaneous oral or written agreement is hereby declared
null and void to the extent in conflict with any provision of this Agreement. This Agreement
shall not be amended unless executed in writing by all parties.
EXECUTED as of the last date indicated below:
PRESIDIO VISTA I, LTD.,
a Texas limited partnership:
By: GLC Fort Worth, LLC, a Texas
limited liability company and its
sole general partner:
�
By, Ca �,— G .,
Scott D. Wolcott
Managing Member
Date: l/ ' � ' � �
CITY OF FORT WORTH:
ATTEST:
B � �� .
Y�
Marty Hendrix
City Secretary
APPROVED AS TO FORM AND LEGALITY:
�
By:
Page 11 �
Escrow Agreement between Presidio Vista, I, LTD,
City of Fort Worth and �' � x�c � S YLt�'� !� Gt JV ��
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- �
Peter Valcy
Assistant City Attorney
M & C: none required
Texas State Bank:
By: �7/
Name: %%QT
Title: Sen�or V
P:Uegacy Capital�Presidio VistaEscrow Agreement lI (d 10-16-06).doc
Page 12
Escrow Agreement beriveen Pr•esidio Vista, ,I3 LTD,
City of Fort Worth and ��¢.�S .�1'a�� i7ar1 ��