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HomeMy WebLinkAboutContract 35669 CITY SECRETARY Q CONTRACT NO. ESCROW/PLEDGE AGREEMENT This ESCROW/PLEDGE AGREEMENT ("Agreement") is made and entered into by and between VISTA CROSSROADS I, LTD. ("Developer"), a Texas limited partnership; the CITY OF FORT WORTH (the "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_2A�(s(F (the "CFA")pursuant to which Developer will contract certain public water and sanitary sewer improvements to Vista Crossroads 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 work 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, including land acquisition costs that are Developer's responsibilities under the CFA. D. 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. Agreement In consideration of the mutual recitals, covenants, promises and obligations contained herein,the City,Developer and Escrow Agent agree as follows: 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. Pagel Escrow Agreement between Vista Crossroads,Ltd., City of Fort Worth and Texas State Bank 4 2. DEPOSIT. Concurrently with the execution of this Agreement, Developer shall have delivered to and deposited with Escrow Agent the sum of $1,825,488.75 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, plus the sum of $71,737.00 in immediately available funds, which represents one hundred percent (100%) of Developer's financial obligations under the CFA for land acquisition costs, all of which is to guarantee Developer's performance of the Secured Obligations. These sums, 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 referred 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 from Escrow Agent's investment or reinvestment of the Pledged Collateral, all interest and other earnings, and all amounts from the Pledged Collateral charged by Escrow Agent for such investment or reinvestment services shall from the time of such loss, earning or 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 market risks, premature liquidation or other actions taken 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 market account, unless instructed in writing otherwise by Developer, subject to the advance written consent of the City, which consent shall not be unreasonably withheld or 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 broker-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 broker-dealer, Escrow Agent may use a broker-dealer of its own selection, including a broker- dealer owned by or affiliated with Escrow Agent or any of Escrow Agent's affiliates. 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 Page 2 Escrow Agreement between Vista Crossroads,I,Ltd., City of Fort Worth and Texas State Bank account statement within thirty (30) days following receipt thereof. 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 makes the following "Affirmative Covenants" to the City for so long as any of the Secured Obligations remain unperformed or 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 between Vista Crossroads,I,Ltd., City of Fort Worth and Texas State Bank 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, excluding that Pledged Collateral that has been deposited for purposes of securing Developer's financial obligations for land acquisition under the CFA, Developer shall increase the amount of the Pledged Collateral to equal or exceed the Estimated Cost to Complete. 5.2. Negative Covenants by Developer. Subject to Section 4 of this Agreement, Developer hereby makes 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. In order for Developer to fulfill the Secured Obligations, Developer shall have the right to obtain from Escrow Agent periodic withdrawals of the Pledged Collateral in accordance 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 work on the Community Facilities that Developer's contractor has completed or the specific land that has been acquired as an easement for the Community Facilities in accordance with the CFA, as the case may be; (ii) the amount expended by Developer and confirmed by the City for the quantity of work described in the certificate submitted to Escrow Agent or for the purchase price of land acquired as an easement for the Community Facilities, as the case may be; and (iii) the estimated value of the Secured Obligations that remain and have not been performed as of the date of such certificate ("Estimated Cost to Complete"). Upon receipt of a Withdrawal Notice from Developer, the City shall have five (5) business 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 has requested or as to Developer's calculation of the Estimated Cost to Complete. The grounds for any 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, excluding any Pledged Collateral that has been deposited to secure Developer's financial obligations for land acquisition under the CFA, will be insufficient to cover the Estimated Cost to Complete, plus twenty-five percent of that amount, if Page 4 Escrow Agreement between Vista Crossroads,1,Ltd., City of Fort Worth and Texas State Bank 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 will be authorized to release the Withdrawn Collateral requested by Developer without further delay. The amount of Withdrawn Collateral released by Escrow Agent to Developer shall equal 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 Collateral to fall below one hundred twenty-five percent(1251/6) of the Estimated Cost to Complete reflected in such Withdrawal Notice. 7. DISBURSEMENTS TO CITY. 7.1. Events of Default by 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 Community Facilities and (ii) otherwise satisfy the Secured Obligations ("Completion Amount"). The Completion Amount shall be reasonably determined by the City, in its sole discretion,taking 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 particular 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 Secured 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 Page 5 Escrow Agreement between Vista Crossroads,1,Ltd., City of Fort Worth and Texas State Bank 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 Rights 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 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. 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 corporate 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 hereunder. 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 Page 6 Escrow Agreement between Vista Crossroads,I,Ltd., City of Fort Worth and Texas State Bank 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 transactions requiring 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 controversy 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 delivery 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 Page 7 Escrow Agreement between Vista Crossroads,I,Ltd., City of Fort Worth and Texas State Bank shall the City be responsible or 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, 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: Page 8 Escrow Agreement between Vista Crossroads,I,Ltd., City of Fort Worth and Texas State Bank To DEVELOPER: Original: With a Copy to: Attn: Steve Saxon Attn: Jim Schell Legacy Capital Company Pope,Hardwicke, Christie, Schell, Kelly&Ray 5910 North Central Expressway 901 Fort Worth Club Bldg. Suite 1250 Fort Worth,TX 76102 Dallas,TX 75206 Telephone: 214-361-5000 Telephone: 817-332-3245 Telefax: 214-361-5084 Telefax: 817-877-4781 To the CITY: Original: With a Copy to: Attn: Carrie McBeth Attn: Peter Vaky City of Fort Worth City of Fort Worth Water Department City Attorney's Office 1000 Throckmorton 1000 Throckmorton Fort Worth,TX 76102 Fort Worth,TX 76102 Telephone: 817-392-7585 Telephone: 817-392-7600 Telefax: 817-392- Telefax: 817-392-8359 To ESCROW AGENT: Attn: Wayne Reynolds Texas State Bank 5820 West Northwest Highway Dallas,TX 75225 Telephone: 214 866-4129 Telefax: 214 866-4195 16. ASSIGNMENT. 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. Page 9 Escrow Agreement between Vista Crossroads,1,Ltd., City of Fort Worth and Texas State Bank 17. TAX MATTERS. Upon the execution of this Agreement, Developer shall provide Escrow Agent with its taxpayer 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, rules and regulations, including, but not limited to, all provisions of the City's Charter and ordinances, as amended. 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, Fort 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. Page 10 Escrow Agreement between Vista Crossroads,I,Ltd., City of Fort Worth and Texas State Bank 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 performance 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, strikes, lockouts, national disasters, wars,riots, material or labor restrictions by any governmental authority, transportation problems and/or any other cause beyond the reasonable control 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. 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. Page 11 Escrow Agreement between Vista Crossroads,I,Ltd., City of Fort Worth and Texas State Bank EXECUTED as of the last date indicated below: VISTA CROSSROADS 1,LTD., a Texas limited partnership: By: GLC Vista Crossroads LLC, a Texas limited liability company and its sole general partner: By:Granite Land Company,a California corporation and it's sole member By: Scott D.Wolcott President Date: 9�-o Z ATTEST CITY OF FORT W TH By V By: �ym. - 0 Marty Hendrix Marc A. Ott City Secretary Assistant City Manager APPROVED TO FORM LEGALITY: By: eter Va# Assistant City Attorney M&C:- none required TEXAS AT B By: R Senior Vice President Page 12 ROD I Escrow Agreement between Vista Crossroads,1,Ltd., City of Fort Worth and Texas State Bank 11 TY S E tC:11 P.E R py HH, TEX.