PCN3, INC. (CITIZENS BUSINESS BANK)

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JAN 2 4 7075 IC�aY..,6, Qad Nam I al t �� Ga C WBUS�TIZE1NS Escrow Agreement I'm• Deposits in Lieu of Retention This Escrow Agreement dated 09/23/2024 is made and entered into by and between the City of Santa Ana hereinafter called "Owner" whose address is 20 Civic Center Plaza, Santa Ana, CA, 92701 and PCN3, INC hereinafter called "Contractor" whose address is 11082 Winners Circle, Unit #B, Los Alamitos, CA 90720 and Citizens Business Bank hereinafter called "Emnow Agent" whose address is 505 E Colorado Blvd, Pasadena, CA 91101 _ For the consideration hereinafter set forth, the Owner, Contractor and Escrow Agent agree as follows I. Pursuant to section 22300 or 10263 of the Public Contract Code of the State of California (with section 22300 applying to public entities generally, and 10263 applying to state public agencies), Contractor has the option to deposit securities with Escrow Agent as a substitute for retention comings required to be withheld by Owner pursuant to the Construction Contract entered into between the Owner and Contractor for, Newhope Library Modernization and Delhi Library Branch Improvements in the amount of 8,215,533.00 , (hereinafter referred to as the "Contract"). Alternatively, on written request of the Contractor, the Owner shall make payments of the retention earnings directly to Escrow Agent. When Contractor deposits the securities as a substitution for Contract earnings, Escrow Agent shall notify the Owner within ten (10) calendar days of deposit. The market value of the securities at the time of the substitution shall be at least equal to the cash amount then required to be withheld as retention under the terms of the Contract between the Owner and Contractor. Securities shall be held in the time of Owner and shall designate the Contractor as beneficial owner, 2. The Owner shall make progress payments to the Contractor for such funds which otherwise would be withheld from progress payments pursuant to the Contract provisions, provided that Escrow Agent holds securities in the form and amount specified above. 3. When the Owner makes payments of retention earned directly to Escrow Agent, Escrow Agent shall hold them for the benefit of the Contractor until such time as the escrow created under this contract is terminated. The Contractor may direct the investment of the payments into securities. All terms and conditions of this agreement and the rights mid responsibilities of the parties shall be equally applicable and binding when the Owner pays Escrow Agent directly. 4. Contractor shall be responsible for paying all fees for the expenses incurred by Escrow Agent in administrating the Escrow Account and all expenses of the Owner. These expenses and payment terms shall be determined by the Owner, Contractor and Escrow Agent. 5. 'the interest earned on the securities or Money Market account(s) held in escrow and all interest earned on that interest shall be for the sole account of the Contractor and shall be subject to withdrawal by Contractor at any time and from time to time without notices to the Owner. 6. Contractor shall have the right to withdraw all or any part of the principal in the Escrow Account only by written notice to Escrow Agent accompanied by written Authorization from the Owner to Escrow Agent that owner consents to the withdrawal of the amount sought to he withdrawn by Contractor. 7, The Owner shall have a right to draw upon the securities in the event of default by the Contractor. Upon seven (7) days written notice to Escrow Agent from the Owner of the default, Escrow Agent shall immediately convert the securities to cash and shall distribute the cash as instructed by the Owner. 8. Upon receipt of written notification from the Owner certifying that the Contract is final and complete, and that the Contractor has complied with all requirements and procedures applicable to the Conlract, Escrow Agent shall release to Contractor all securities and interest on deposit less escrow fees and charges on the escrow account. The escrow shall be closed innnediatdly upon disbursement of all monies and securities and payment of fees and charges. 9. Escrow Agent shall rely on the written notifications from the Owner and the Contractor pursuant to Sections (5) to (8) inclusive, of this agreement and die Owner and Contractor shall hold Escrow Agent harmless from Escrow Agent's release and disbursement of the securities and interest set forth above. AG-02710/16/2020 Page I oft A-2024-219