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HomeMy WebLinkAboutPACIFIC HYDROTECH CORP.INSURANCE NOT REQUIRED WORK MAY PROCEED CITY CLERK DATE: p: pwaa) lSlwnvq ff IMAM E RI CAN BUSINESS BANK ESCROW AGREEMENT FOR SECURITY DEPOSITS IN LIEU OF RETENTION A-2023-070 M This Escrow Agreement is made and entered into by and between City of Santa Ana , whose N address is 20 Civic Center Plaza M-22 Santa Ana, CA 92701 hereinafter called f "Owner," Pacific Hydrotech Corporation whose address is 314 E. 3rd St Perris, CA 92570 CD CD hereinafter called "Contractor," and American Business Bank whose address is 400 S. Hope Street., Suite _D d 300, Los Angeles, CA 90071, hereinafter called "Escrow Agent." For the consideration hereinafter set forth, the Owner, Contractor, and Escrow Agent agree as follows: (1) Pursuant to Section 22300 of the Public Contract Code of the State of California, Contractor has the option to deposit securities with Escrow Agent as a substitute for retention earnings required to be withheld by Owner pursuant to the Construction Contract entered into between the Owner and Contractor for Project: C2304-Well 32 Rehabilitation at 2601 N. Westwoad Avc Santa Ana, CA 92706&2401 N. Bristol Storer Santa Ana. CA 92706 Project No. (13-6433 Contract No. _ in the amount of $ 12,795,865.00 dated 05/08/2023 (hereinafter referred to as the "Contract"). Alternatively, on written request of the Contractor, the Owner shall make payments of the retention earnings directly to the Escrow Agent. When the Contractor deposits the securities as a substitute for Contract earnings, the Escrow Agent shall notify the Owner within 10 days of the 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 name of the Owner, and shall designate the Contractor as the beneficial owner. (2) The Owner shall make progress payments to the Contractor for those funds which otherwise would be withheld from progress payments pursuant to the Contract provisions, provided that the Escrow Agent holds securities in the form and amount specified above. (3) When the Owner makes payment of retention earned directly to the Escrow Agent, the Escrow Agent shall hold them for the benefit of the Contractor until the time that the escrow created under this contract is terminated, subject to the Owner's rights under Paragraph 7 below. The Contractor may direct the investment of the payments into securities. All terms and conditions of this agreement and the rights and 6/14/2019 Pagel or3 3022A responsibilities of the parties shall be equally applicable and binding when the Owner pays the Escrow Agent directly. (4) Contractor shall be responsible for paying all fees for the expenses incurred by Escrow Agent in administering 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 the money market accounts held in escrow and all interest earned on that interest shall be for the sole account of Contractor and shall be subject to withdrawal by the Contractor at any time and from time to time without notice 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 the Escrow Agent that Owner consents to the withdrawal of the amount sought to be withdrawn by Contractor. (7) The Owner shall have a right to draw upon the cash or securities in the event that the Owner declares the Contractor to be in default/breach of the Contract. Upon seven days' written notice to the Escrow Agent from the Owner declaring that the Contractor is in default/breach of the Contract, the 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 Contract, Escrow Agent shall release to Contractor all securities and interest on deposit less escrow fees and charges, of the Escrow Account.- The escrow. shall be closed immediately upon disbursement of all moneys and securities on deposit and payments of fees and charges. (9) Escrow Agent shall rely on the written notifications from the Owner and the Contractor pursuant to Sections (5) through (8), inclusive, of this agreement and the Owner and Contractor shall hold Escrow Agent harmless from Escrow Agent's release and disbursement of the securities and interest as set forth above. (10) The names of the persons who are authorized to give written notice or to receive written notice on behalf of the Owner and on behalf of Contractor in connection with the foregoing, and exemplars of their respective signatures are shown below. Such names may be changed by written notice to other parties. 6/14/2019 Page 2 of 3 302.2A On behalf of Owner: Name: Noll-11 sakm. Title:SP(u'+1ye' I YI I_ A's 1 Signature: 4, p Address: %Q Ova,COT( 1 lam Savi-a Ana l CR 9y7oI Telephone: On behalf of Escrow Agent: Name: Elaine Lopez Title: FVP/ ent p �nceAdn>inistrator Signature: Address: 4 S. ope Street, Suite 300 Los Angeles, CA 90071 Telephone: (213) 430- 4000 On behalf of Contractor: Name: June Diaz Title: Chief Financial Officer Signature: Addres . E r re t Perris, A 92570 Telephone: (951) 943-8803 At the time the Escrow Account is opened. the Owner and Contactor shall deliver to the Escrow Agent a fully executed counterpart ofthis Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement by their proper officers on the date first set forth above. On behalf of Owner: Name: NA VII sok Title: 6c +iyt? Dw�7W1G Wolrk( ?signature: t d; t a ✓7A On behalf of Owner: Name: Kristine Ridge Title: City Manager Signature: On behalf of Contractor: Name: June Diaz Title: C iefgitt ct Officer Signa ATTEST: Jenni4 _ Jose Montoya Jerk \o Assistant City Attorney 6/14P019 Pave 3 of 3 302 2A