ST9502-CN 951120EAST-WEST PUBLIC ROAD CONSTRUCTION SUPERVISION AGREEMENT
This East-West Public Road Construction SupervisionAgreement
("Agreement") is made and entered into as of the 15th day of
November, 1995, by and among The Parks of Coppell Trust (the
"Trust"), a Texas trust, acting by and through its sole Trustee,
the City of Coppell, Texas (the "City"), a municipal corporation,
acting by and through its duly authorized City Manager, Comerica
Bank-Texas ("Comerica"), a Texas banking association, acting by and
through its duly authorized officer and Wendy's International, Inc.
("Wendy's"), an Ohio corporation, acting by and through its duly
authorized officers.
WITNESSETH:
WHEREAS, the Trust owns several tracts of land situated in the
City of Coppell, Dallas County, Texas (the "Trust Tracts"); and
WHEREAS, the City owns several tracts of land situated in the
City of Coppell, Texas, in the proximity of the Trust Tracts (the
"City Tracts"); and
WHEREAS, Wendy's has acquired from the Trust and others a
certain tract of land situated in the City of Coppell, Dallas
County, Texas (the "Wendy's Tract"); and
WHEREAS, Comerica has acquired from the Trust and others a
certain tract of land situated in the City of Coppell, Dallas
County, Texas (the "Comerica Tract"); and
WHEREAS, the Trust by separate Right-of-Way Dedication has
dedicated to the City that certain right-of-way described. on
attached Exhibit A and depicted on attached Exhibit B (the "East-
West Road Right-of-Way Area") upon which is to be constructed a
public road and appurtenant landscaping (the "East-West Public
Road"); and
WHEREAS, at least two-thirds of the cost to construct the
East-West Public Road is to be paid by or through special
assessments levied by the City on the lands that would benefit from
the construction of the East-West Public Road; and
WHEREAS, in lieu of any special assessment by the City for the
costs to construct the East-West Public Road, the Trust has agreed
to dedicate the right-of-way for the East-West Public Road and to
pay one-third of the costs to construct the East-West Public Road;
and
WHEREAS, in lieu of any special assessment by the City for the
costs to construct the East-West Public Road, Comerica has agreed
to pay one-third of the costs to construct the East-West Public
Road; and
WHEREAS, in consideration of the dedication of the right-of-
way for the East-West Public Road by the Trust and the Trust's and
Comerica's agreement to each pay one-third of the costs to
construct the East-West Public Road and because of the benefits
accruing to the City Tracts from the construction of the East-West
Public Road, the City has agreed to pay one-third of the costs to
construct the East-West Public Road; and
WHEREAS, because of the benefits accruing to the Wendy's Tract
from the construction of the East-West Public Road and as an
accommodation to the Trust, the City and Comerica, Wendy's has
agreed to contract for and to supervise the construction of the
East-West Public Road; and
WHEREAS, as a material inducement to Wendy's to contract for
and to supervise the construction of the East-West Public Road, the
Trust, the City and Comerica have agreed to enter into this
Agreement with Wendy's to evidence their agreement to pay their
respective agreed upon portions of the costs to construct the East-
West Public Road.
NOW, THEREFORE, for and in consideration of the premises and
of the agreements contained herein, the Trust, the City, Comerica
and Wendy's hereby agree as follows:
1. Certain Definitions. As used in this Agreement: (i) the
term "East-West Public Road Plans" means the plans and
specifications for the East-West Public Road and an appurtenant
water line (the "Water Line")described 'on attached Exhibit C;
(ii) the term "East-West Public Road Contractor" means Landmark
General Contractors which is the contractor with which Wendy's will
contract for the construction of the East-West Public Road and the
Water Line; (iii) the term "East-West Public Road Approved Costs"
means the sum of $160,180.09 which is the estimated costs for the
construction of the East-West Public Road and the Water Line in
accordance with the East-West Public Road Plans; (iv) the term
"East-West Public Road Construction Contract" means the
construction contract between Wendy's and the East-West Public Road
Contractor for the construction of the East-West Public Road and
the Water Line in accordance with the East-West Public Road Plans;
and (v) the term "East-West Public Road Escrow Agreement" means an
escrow agreement among the Trust, the City, Comerica, Wendy's and
Jay S. Turner, P.C. ("Escrow Agent"), pursuant to which the Trust,
the City and Comerica escrow funds in the total amount of the East-
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West Public Road Approved Costs with Escrow Agent to pay the costs
to construct the East-West Public Road and the Water Line in
uccordance wiEh the East-West Public Road Plans.
2. ADp~OVals/Escrow A~reemen. t/Construction Contract.
execution hereof, the Trust, the City, Comerica and Wendy's hereby
approve the East-West Public Road Plans, the East-West Public Road
Contractor, th~ ~.ast-We~t Public Ruad Approved Costs, ~he East-West
Public Road Construction Contract and the East-West Public Road
Escrow Agreement. Concurrently herewith, the Trust, the City,
comerica and Wendy's shall execute and deliver the East-West Public
Road Escrow Agreement to Escrow Agent, and the Trust, the City and
Comerica shall deposit their a~reed upon portions of the East West
Public Road Approved Costs with Escrow Agent pursuant to the East
West Public Road Escrow Agreement. Concurrently herewith, Wendy's
and the Zast-We~-t Public Road ContraGtor shall ~x~cute and deliver
the East-West Public Road Construction Contract. Promptly after
the execution hereof, Wendy's shall cause the-East-West Public Road
Contractor to commence the construction of the East-West Public
Road and the Water Line within the East-West Public Road Right-of-
Way Area and to diligently pursue the same to completion in
accordance with the East-West Public Road Plans. Wendy's agrees
that Wendy's will not issue or approve any change order under the
East west Public Road Construction Contract, or accep~ or permit
any change, amendment or supplement to the East-West Public Road
Construction Contract or accept or permit the East-West Public Road
Contractor to materially deviate from the East-West Public Road
Plans in the construction of the East-West Public Road and the
Water Line without written authorization ~rom the. Trust, the City
and Comerlea. In the event a change order is required, Wendy's shall submit
counterparts of the written change order request-to th,e Trust, the city and
Cometied. The form and co~ent of the changc order reque-~t ~hall correspond with
the standard AIA form. The Trust, the City and Comerica shall have three
business days from receipt =o approve the change order request. If no objection
hO the change order is received within three busine~,c ~ay~ then ~he change order
iS deemed approved and the Trust and the City shall deposit (any such deposit,
an "Additional Escrow Deposit") any additional funds required into escrow (the
Trust shall pay two-thirds and the CitV shall .DaV one-tkird of anV Additional
Escrow Deposit required in connection with a change order attributable to the
East-West Public Road, and the CitV shall pay all oE any Additional Escrow
Deposit required in connection with a change order attributable to the Water
Lin~). In the event any party objects to the change order request, the objecting
party shall detail its obj octions in writing to werxdy' s. Wendy ' s upon
receipt shall undertake to -~ati-cfV the applicable ~art~;' s
objections and shall resubmit to the Trust, the City and Comerica
a revised change order request. If Wendy's is unable to satisfy
the objectionz raised or if an objection is raised to the revised
change order request or if after a change order request is approved
or deemed approved, the Trust and the City fail or refuse promptly
to make any required Additional Deposit, then Wendy's may: (i) by
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written notice to the Trust, the City and Comerica withdraw from
its duties pursuant to this Agreement in which event Wendy's shall
be relieved from all further obligations and/or liabilities
hereunder; or (ii) institute a Bill of Interpleader in any court of
competent jurisdiction to determine the rights of any of the
parties claiming an interest or raising an objection to the action
taken or to be taken by Wendy's in its role of supervising
construction pursuant to this Agreement. Wendy's shall have a
prior lien upon the funds held in escrow for all reasonable
expenses, charges and attorneys' fees incurred by Wendy's incident
to any Bill of Interpleader.
3. Comerica Limitation. By separate agreement between the
Trust and Comerica, Comerica's total obligation with respect to the
construction costs for the East-West Public Road and the portion of
another public road to be constructed upon the easterly boundary
line of the Comerica Tract is limited to $31,000 (the "Comerica
Limitation"). By execution hereof, the Trust acknowledges and
agrees that: (i) Comerica has deposited $31,000 with Escrow Agent
pursuant to the East-West Public Road Escrow Agent; (ii) such
deposit with Escrow Agent results in the Comerica Limitation being
in effect; and (iii) the Trust will be responsible for Comerica's
portion of any Additional Deposit required pursuant to paragraph 2
of this Agreement.
4. City Acceptance/Maintenance. By execution hereof, the
City hereby acknowledges and agrees that: (i) the City has reviewed
and approved the East-West Public Road Plans; and (ii) after the
City Engineer confirms that the East-West Public Road and the Water
Line have been completed without material deviation from the East-
West Public Road Plans, the City will accept the East-West Public
Road and the Water Line as public improvements and..maintain the
same as a public street and a public water line.
5. Enforcement. If any party to this Agreement fails or
refuses to pay or perform such party's duties and obligations under
this Agreement, the other parties to this Agreement shall have the
right to enforce specific performance of such duties and
obligations. If Wendy's fails or refuses to perform any duty or
obligation under this Agreement and such failure remains
outstanding 30 days after the delivery to Wendy's from the Trust,
the City and Comerica of a written request that Wendy's perform
such duty or obligation, the Trust, the City and Comerica shall
have the right to terminate this Agreement, and thereafter agree
upon another party to perform Wendy's duties and obligations under
this Agreement, in which event the Trust, the City and Comerica
shall be entitled to use all remaining funds held in escrow
pursuant to the East-West Public Road Escrow Agreement in
connection therewith. All parties to this Agreement hereby
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expressly waive all rights to sue any other party to this Agreement
for consequential damages arising or resulting from any party to
this Agreement failing or refusing to pay or perform such party's
duties and obligations under this Agreement.
6. Exhibits. All exhibits to this Agreement are
incorporated into and made a part of this Agreement for all
purposes.
7. No Recordation. This Agreement shall not be recorded in
the Real Property Records of Dallas County, Texas, but each party
to this Agreement agrees to provide a copy of this Agreement to any
transferee of any of the tracts of land referred to in this
Agreement and to require such transferee to assume any duties and
obligations of the transferor under this Agreement.
8. Notice. Any notice or communication required or
permitted hereunder shall be given in writing, sent by (i) personal
delivery, or (ii) expedited delivery service with proof of
delivery, or (iii) United States mail, postage prepaid, registered
or certified mail, return receipt requested, addressed to the
appropriate party at its address set forth on the signature page of
this Agreement or to such other address or to the attention of such
other person as hereinafter shall be designated in writing by the
applicable party sent in accordance herewith. Any such notice or
communication shall be deemed to have been given, whether actually
received or not, when sent or dispatched in the manner provided
herein.
9. Entire Aqreement/Binding Effect. This Agreement,
together with the East-West Public Road Escrow Agreement, sets
forth the entire agreement among the parties hereto with respect to
the subject matter hereof and supersedes all prior oral or written
agreements among the parties hereto with respect to the subject
matter hereof. This Agreement is binding upon and inures to the
benefit of the parties hereto and their respective successors and
assigns.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day, month and year first above written.
WENDY'S INTERNATIONAL, INC.
Wendy's address for notice:
P. O. Box 256
4288 W. Dublin-Granville Rd.
Dublin, Ohio 43017
Attn: Legal Department
Name
Title ~utiveVi~President
T i t 1 e ASSISIANI SECRE m~av
THE PARKS OF COPPELL TRUST
Trust' s address for notice:
c/o Harry M. Hargrave, Trustee Y
rave
Dallas, T!xas ' 75251-2252 Trust
City's address for notice:
255 Parkway Boulevard
Coppell, Texas 75019
Attn: Jim Witt, City Manager
CITY OF COPP LL, TEXAS
By:
itt
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COMERICA BANK-TEXAS
Comerica's address for notice:
P. O. Box 650282
Mail Code..~.~.~
Dallas, Texas 75265-0282
Attn: Adena Nichols,
Vice President
B Aden~
Vice President
RMD/436700.03/D
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BOUNDARy DESCRIPTION
RIGHT-OF-WAY DEDICATION
BEING a strip of land situated in the S.A. & M.G.R.R. Survey,
Abs~rac~ No. 1430 in the City of Coppoll, Dallas County, Texas and
being part of a tract of land as described in deed from Good
Financial Corporation to M. Douglas Adkins, Trustee, as recorded in
Volume 76188, Page 2355 of the Deed Records of Dallas County, Texas
anc being more particularly described as follows:
COMMENCING at a point of intersection of the south line of
Parkway Boulevard (a variable width right-of-way) with the east
line of Denton Tap Road (a variable width right-of-way), said point
also being in a curve to the left running in a southerly direction
an< having a central angle of 01'48'30" a radius of 5679.7G feet
ate a chord bearing of S. 00'47'32" W-; Thence along said curve,
and the said east line o'f Denton Tap Road, 179.26 feet; THence S.
01'00'58" E., 1014.76 feet continuing along the said east line of
De~on Tap Road to the POINT. OF BEGINNING;
THENCE S- 46'Q0'58" E., 34.26 feet leaving the said east line
of Denton Tap Road~to a point for corner;
88'59'02" E., 272.78 feet to a point for corner;
43'59'02" E , 14 14 feet to a point for comer;
THENCE N
THENCE N
T~ENCE N
THENCE S
THENCE S
TMENCE S
T~ENCE N
THENCE S
88 '59' 02" E
Ol'00' 58" E
88'59'02" W
01'00'58" E
4~'00'58', W
88 '59' 02" W
, 43 00 feet to a poin~ for corner;
· 43 00 feet to a point for corner;
, 33 00 feet to a point for comer;
, 53 00 feet to a point for corner;
· 28 28 feet to a point for corner;
, 277.00 feet to a point for comer;
THENCE S 43'59'02" W , 28.28 fee= to a point for corner on
the said east line of Denton Tap Road;
T~ENCE N. 01'00'58" W., 110.22 feet along the said east line
of Denton Tap Road to ~he Point of Beginning and containing 0.532
acres (23,1~4 square feet) of land.
FILE .BOUNDARY.
~Z'2 B
,9C01e00
{DOWDIiY, ANDERSON & ASSOCIATES,INC.
!16250 DALLAS PARK'~/AY SUITE IO0
(214} 9.'.'31-0694 OALLA-~ , TEXAS 752~,8
~.,',,1"/''''
Job No.
Exhibit C
East-West Public Road Plans
Sheet 4-14 (Paving Plan and Profile - Town Center Boulevard
and Town Center Drive), Sheet 8-14 (Proposed Drainage Line "ST-3"
and "ST-4" - Plan and Profile) and Sheet 13-14 (Water Plan Sheet 4
of 4, Sta 12+00 End of "W-I" and all of "W-2") out of Police and
Courts Facility Addition, dated November 3, 1995, prepared by
Pacheco Koch Consulting Engineers, Inc., 9401 LBJ Freeway, Suite
300, Dallas, Texas 75243.
R~fD/436700.03
EAST-WEST PUBLIC ROAD ESCROW AGREEMENT
This East-West Public Road Escrow Agreement ("Escrow
Agreement") is made and entered into as of the 15th day of
November, 1995, by and among The Parks of Coppell Trust (the
"Trust"), a Texas trust, acting by and through its sole Trustee,
the City of Coppell, Texas (the "City"), acting by and through its
duly authorized City Manager, Comerica Bank-Texas ("Comerica"), a
Texas banking association, acting by and through its duly
authorized officer, Wendy's International, Inc. ("Wendy's"), an
Ohio corporation, acting by and through its duly authorized
officers, and Jay S. Turner, P.C. ("Escrow Agent"), a Texas
professional corporation, acting by and through its duly authorized
officer.
WITNESSETH:
Recitals
A. On the date hereof, the Trust, the City, Comerica and
Wendy's have entered into that certain East-West Public Road
Construction Supervision Agreement (the "Construction Supervision
Agreement") which, among other things, provides for the escrow of
funds by the Trust, the City and Comerica with Escrow Agent in
connection with the construction of the East-West Public Road and
the Water Line.
B. All capitalized terms used but not defined in this Escrow
Agreement shall have the meanings ascribed to such terms in the
Construction Supervision Agreement all of which are hereby
incorporated herein by reference for all purposes.
C. This Escrow Agreement is the escrow agreement referred to
in the Construction Supervision Agreement and is being entered into
among the Trust, the City, Comerica, Wendy's and Escrow Agent to
satisfy the terms and conditions contained in the Construction
Supervision Agreement regarding the escrow of funds with Escrow
Agent by the Trust, the City and Comerica.
NOW, THEREFORE, for and in consideration of the premises and
of the agreements contained herein, the Trust, the City, Comerica,
Wendy's and Escrow Agent hereby agree as follows:
1. Concurrently herewith, the Trust, the City and Comerica
have deposited with Escrow Agent the sum of $160,180.09 (the
"Escrowed Funds") which amount is equal to the East-West Public
Road Approved Costs.
2. Escrow Agent shall invest the Escrowed Funds from time to
time in certificates of deposit, savings accounts or money market
funds. All investments or deposits of the Escrowed Funds shall be
in accounts or institutions insured by the Federal Deposit
Insurance Corporation. All interest earned with respect to the
Escrowed Funds shall become part of the Escrowed Funds. If Escrow
Agent requests the Trust, the City and Comerica to approve any
investment of the Escrowed Funds, the Trust, the City and Comerica
each agree to promptly respond to such request. If there is any
disagreement among the Trust, the City or Comerica regarding any
investment of the Escrowed Funds proposed by Escrow Agent, then the
Escrowed Funds shall be placed in a savings account insured by the
Federal Deposit insurance Corporation.
3. The Escrowed Funds shall be disbursed by Escrow Agent to
Wendy's from time to time upon receipt from Wendy's of Request(s)
for Escrow Disbursement in the form attached hereto as Schedule 1.
Each Request for Escrow Disbursement shall have all blank spaces
completed, shall be dated, shall be executed by a duly authorized
officer of Wendy's and shall have Annexes A and B attached. At the
time each Request for Escrow Disbursement is delivered to Escrow
Agent, true, correct and complete copies of such Request for Escrow
Disbursement shall be delivered to the Trust, the City and
Comerica, together with Annexes A and B attached thereto. Any of
the Trust, the City or Comerica shall have the right, at any time
within seven calendar days after receipt of each such request, to
give written notice to Wendy's and Escrow Agent prohibiting the
disbursement of the funds requested if (i) the work performed or
material supplied for which the disbursement is requested has not
been completed or is not in place, or (ii) the Request for Escrow
Disbursement or any Annex attached thereto contains omissions or
errors of a material nature. Any such notice from the Trust, the
City or Comerica to Wendy's and Escrow Agent shall set forth in
detail the reasons for the applicable party's objection to the
requested disbursement of the Escrowed Funds. If none of the
Trust, the City or Comerica object to any requested disbursement
within seven calendar days after receipt of the applicable Request
for Escrow Disbursement, Escrow Agent shall issue a check from the
Escrowed Funds payable to the order of Wendy's in the amount
requested in the applicable Request for Escrow Disbursement.' If
any of the Trust, the City or Comerica object to any requested
disbursement within seven calendar days after the applicable
party's receipt of the applicable Request for Escrow Disbursement,
Wendy's shall undertake to satisfy the applicable party's
objections and resubmit to the Trust, the City, Comerica and to
Escrow Agent a corrected Request for Escrow Disbursement. If none
of the Trust, the City or Comerica objects to any corrected Request
for Escrow Disbursement within seven calendar days after the
applicable party's receipt of such corrected Request for Escrow
Disbursement, Escrow Agent shall issue a check from the Escrowed
Funds payable to the order of Wendy's in the amount requested in
such corrected Request for Escrow Disbursement. Escrow Agent
promptly shall deliver to the Trust, the City and Comerica copies
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of Escrow Agent's check(s) issued to Wendy's in payment of such
requested amounts.
4. This Escrow Agreement shall terminate and be null and
void upon the occurrence of either of the following events:
(i) upon the written instructions of the Trust, the City, Comerica
and Wendy's; or (ii) upon the delivery by Wendy's to Escrow Agent
of a certificate certifying that the East-West Public Road and the
Water Line have been completed, that all of the costs to construct
the same have been paid and that Wendy's does not intend to request
any further disbursements pursuant to paragraph 3 of this Escrow
Agreement. Upon the termination of this Escrow Agreement, Escrow
Agent promptly shall disburse the remainder of the Escrowed Funds
to the Trust and the City pursuant to written instructions of the
Trust and the City.
5. The following provisions shall control with respect to
the rights, duties, liabilities, privileges and immunities of
Escrow Agent:
(a) EscrowAgent is not a party to, and is not bound by,
the Construction Supervision Agreement or any other agreement
out of which this escrow may arise.
(b) Escrow Agent shall act hereunder as a depository and
disbursing agent only, and Escrow Agent shall not be liable
for anything which Escrow Agent may do or refrain from doing
in connection herewith except for Escrow Agent's own gross
negligence or willful misconduct. Under no circumstances
shall Escrow Agent be responsible for the genuineness,
validity, legality or negotiability of any instruments
constituting the subject matter of this Escrow Agreement nor
shall Escrow Agent be charged with notice of the contents of
any instrument or document deposited hereunder nor shall the
terms thereof be considered to be adopted in whole or in part
by Escrow Agent.
(c) Escrow Agent shall be protected in acting upon any
written notice, request, 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.
(d) Escrow Agent may advise with legal counsel in the
event of any dispute or question with respect to any of the
provisions hereof or Escrow Agent's duties hereunder, and
Escrow Agent shall incur no liability and shall be fully
protected in acting in accordance with the opinion and
instructions of such counsel.
(e) In the event of any disagreement between any of the
parties to this Escrow Agreement resulting in conflicting
claims or demands being made in connection with this Escrow
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Agreement, or in the event that Escrow Agent, in good faith,
is in doubt as to what action Escrow Agent should take
hereunder, EscrowAgent may, at Escrow Agent's option, refuse
to comply with any claims or demands on EscrowAgent or refuse
to take any other action hereunder, so long as such
disagreement continues or such doubt exists, and in any such
event, Escrow Agent shall not be or become liable in any way
or to any party for Escrow Agent's failure or refusal to act,
and Escrow Agent shall be entitled to continue to so refrain
from acting until (i) the rights of all parties shall have
been fully and finally adjudicated by a court of competent
jurisdiction, or (ii) all differences shall have been adjusted
and all doubts resolved by agreement among the Trust, the
City, Comerica and Wendy's and Escrow Agent shall have been
notified thereof in writing signed by the Trust, the City,
Comerica and Wendy's. In this regard, should any controversy
arise pertaining to the ownership or right to receive the
Escrowed Funds, EscrowAgent shall have the right to institute
a Bill of Interpleader in any court of competent jurisdiction
to determine the rights of any parties claiming an interest
therein. Escrow Agent shall have a prior lien upon the
Escrowed Funds for all reasonable expenses, charges and
attorneys' fees incurred by EscrowAgent incident to any Bill
of Interpleader. The rights of Escrow Agent under this
paragraph are cumulative of all other rights which Escrow
Agent may have by law or otherwise.
(f) Except for any expenses, charges or attorneys' fees
incurred by Escrow Agent in connection with any Bill of
Interpleader, Escrow Agent shall not make any charge for
Escrow Agent's services pursuant to this Escrow Agreement.
(g) Jay S. Turner, P.C. shall have the right to resign
as Escrow Agent hereunder at any time by giving 30 calendar
days prior written notice of such resignation to the Trust,
the City, Comerica and Wendy's. In the event that Jay S.
Turner, P.C. shall at any time fail or refuse to serve or
shall resign as Escrow Agent hereunder, or if any of the
Trust, the City, Comerica or Wendy's shall at any time elect
by written notice to the other parties to remove Jay S.
Turner, P.C. as Escrow Agent hereunder, then Wendy's shall
have the right to designate a successor Escrow Agent, subject
to the prior written approval of the Trust, the City and
Comerica, which approval shall not be unreasonably withheld.
If any successor Escrow Agent hereunder shall at any time fail
or refuse to act as Escrow Agent, or shall be removed by any
party hereto in accordance with the provisions hereof, then a
further successor shall be selected by Wendy's, subject to the
prior written approval of the Trust, the City and Comerica, as
aforesaid.
6. Any notice or demand required to be given or to be served
upon any party hereunder must be in writing, may be delivered by
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certified mail, return receipt requested, and shall be deemed to
have been given and received when a certified letter, return
receipt requested, containing such notice or demand, properly
addressed, with postage prepaid, is deposited in the United States
mail. If given otherwise than by certified mail, return receipt
requested, a notice or demand shall be deemed to have been given
when delivered to or received by the party to whom addressed. Such
notices or demands shall be given to the parties hereto at the
following addresses:
If to the Trust:
The Parks of Coppell Trust
12221 Merit Drive, Suite 1750
Dallas, Texas 75251-2252
Attn: Harry M. Hargrave, Trustee
If to the City:
The City of Coppell, Texas
255 Parkway Boulevard
Coppell, Texas 75019
Attn: Jim Witt, City Manager
If to Comerica:
Comerica Bank-Texas
P. O. Box
Mail Code
Dallas, Texas 75265-0282
Attn: Adena Nichols, Vice President
If to Wendy's:
Wendy's International, Inc.
P. O. Box 256
4288 West Dublin-Granville Road
Dallas, Texas 43617
Attn: Legal Department
If tO Escrow Agent:
Jay S. Turner, P.C.
Chicago Title Insurance Company
598 Denton Tap Road, Suite 106
Coppell, Texas 75019
Attn: Jay S. Turner, President
Any party hereto may at any time, by giving written notice by
certified mail, return receipt requested, to the other parties
hereto, designate any other address in substitution of the
foregoing address to which such notices or demands shall be given.
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7. This Escrow Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors
and assigns; provided, however, that in no event shall Escrow Agent
be obligated to deal with any party with respect to this Escrow
Agreement other than the Trust, the City, Comerica and Wendy's.
EXECUTED as of the day and year first above written.
TRUST:
The Parks of Coppell Trust
Truste
CITY:
City o pp 21, Texas
By
itt,
C
Comerica Bank-Texas
B Ad~s~,~
Vice President
WENDY ' S
rla , .
GFORP, E P-~Nr~O~
Executive Vice President
By ~~~
Name
Title LAWRENCE A. LAUDICK
A~%~TANT SECRETARY
Legal Dept./'~'''~
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ESCROW AGENT:
Jay S. Turner, P.C.
By ~
Jay r,
Pre
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Schedule 1
REOUEST FOR ESCROW DISBURSEMENT
TO:
Jay S. Turner, P.C.
598 Denton Tap Road, Suite 106
Coppell, Texas 75019
Attn: Jay S. Turner,
President
1. Pursuant to that certain East-West Public Road Escrow
Agreement (the "EscrowAgreement,,), dated November 15, 1995, among
The Parks of Coppell Trust (the "Trust"), the City of Coppell,
Texas (the "City" ) , Comerica Bank-Texas ("Comerica") , Wendy' s
International, Inc. ("Wendy's") and Jay S. Turner, P.C. ("Escrow
Agent"), Wendy's hereby requests a disbursement in the amount of
$ to pay the costs of labor and materials incurred with
respect to the construction of the East-West Public Road and/or the
Water Line.
2. As Annex A, Wendy's has provided herewith: (i) itemized
statements, bills or invoices for labor and materials utilized in
connection with the construction of the improvements described in
paragraph 1 of this Request for Escrow Disbursement, in support of
the disbursement requested in paragraph 1 of this Request for
Escrow Disbursement; and (ii) lien waivers or releases covering
labor or materials funded by the preceding disbursement.
3. Wendy's has provided herewith, as Annex B, a certificate
executed by Tim West which sets forth: (i) the portion of the
improvements described in paragraph 1 of this Request for Escrow
Disbursement that have been completed; (ii) a statement that the
labor and materials covered by this Request for Escrow Disbursement
have been performed and/or are in place; and (iii) the aggregate
amount of disbursements from the Escrowed Funds that have been
advanced to Wendy's to date.
4. Wendy's hereby certifies that: (i) to the best of
Wendy's knowledge, the statements made in this Request for Escrow
Disbursement and any documents submitted herewith and identified
herein are true, correct and complete in all material respects; and
(ii) all previous disbursements under the Escrow Agreement have
been applied in payment of the obligations set forth in any prior
Request for Escrow Disbursement delivered to Escrow Agent.
5. Concurrently herewith, Wendy's has delivered to the
Trust, the City and Comerica true, correct and complete copies of
this Request for Escrow Disbursement together with Annexes A and B
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attached hereto. Unless Escrow Agent receives written objection
from the Trust, the City or Comerica to the disbursement requested
hereby within seven calendar days after the Trust's, the City's and
Comerica's receipt hereof, in accordance with paragraph 3 of the
Escrow Agreement, EscrowAgent is instructed to disburse to Wendy's
the total amount set forth in paragraph 1 of this Request for
Escrow Disbursement.
DATED: , 199
WENDY'S INTERNATIONAL, INC.
By
Name
Title
cc:
The Parks of Coppell Trust
12221 Merit Drive, Suite 1750
Dallas, Texas 75251-2252
Attn: Harry M. Hargrave,
Trustee
The City of Coppell, Texas
255 Parkway Boulevard
Coppell, Texas 75019
Attn: Jim Witt, City Manager
Comerica Bank-Texas
P. O. Box 650282
Mail Code 6518
Dallas, Texas 75265-0282
Attn: Adena Nichols, Vice President
Dept.
RMD/436775.02/D
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