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HomeMy WebLinkAboutARMSTRONG CAL BUILDERS v: PNA (2) fLiLQgrdo ?UU 07) A-2025-21 NEAR 0 2 2026 ICON ESCROW AGREEMENT FOR SECURITY DEPOSITS IN LIEU OF RETENTION BUSINESS BAN K Cal. Pub. Contract Code§22300 This Escrow Agreement (this "Agreement") is entered into as of 01/30/2026 by and among Icon Business Bank, a California-chartered commercial bank having an office located at 3390 University Avenue, Suite 400, Riverside, California 92501 "Escrow Accent" or "Bank" and the parties identified in the following tables as "Owner' and "Contractor": OWNER; City of Santa Ana CONTRACTOR: Armstrong Cal Builders Street Address: 20 Civic Center Plaza Street Address: 8031 Main St. City Santa Ana City Stanton State CA State CA Zip Code 92701 Zip Code 90680 Telephone# 714-397-0759 Telephone# 657-332-2300 1. Pursuant to Section 22300 of the California Public Contracts Code, Contractor may elect to deposit securities with the Escrow Agent as a substitute for retention otherwise required to be withheld by the Owner under the following contract(the"Contract"); Contract No: ........... Project No. 24-6604 CIP No. ................... Project No. 24-6604 Dated. ..................... 12/02/2025 Original Amount:...... $6,627,620.00 In connection therewith, the Escrow Agent shall establish a non-interest-bearing or interest-bearing escrow account(the"Escrow Account")solely for the purposes expressly stated herein and shall act solely as a ministerial escrow holder, and not as a trustee, fiduciary, custodian,advisor, or investment manager, with no implied duties arising hereunder.The eligibility of securities under Section 22300, the sufficiency of their market value, and compliance with the requirements of the Contract and applicable law shall be the sole responsibility of the Owner and Contractor, and the Escrow Agent shall have no duty to verify, monitor, or confirm the same. Upon receipt of securities deposited by Contractor, the Escrow Agent shall provide written notice to the Owner within ten (10)days, subject to reasonable delays caused by settlement,custodial processing, or events beyond the Escrow Agent's control. Any securities deposited hereunder shall be held in the name of the Owner, with Contractor designated as the beneficial owner, and the Escrow Account shale be maintained as follows: Account No: ............ 2. The Owner shall make progress payments to the Contractor for amounts that would otherwise be withheld as retention under the Contract upon the Contractor's substitution of securities pursuant to this Agreement, and the Owner's determination that such substitution satisfies the requirements of the Contract and applicable law; provided, however, that the Escrow Agent's role is limited solely to holding the deposited securities in accordance with this Agreement and shall not be deemed to confirm, verify, or warrant the form, amount, sufficiency, or continued compliance of such securities for purposes of the Owner's payment obligations. 3, Alternatively, the Owner may remit retention amounts directly to the Escrow Agent for the benefit of the Contractor until the escrow established hereunder is terminated,with such payments made payable as follows: Payable to: .............. Armstrong Cal Rtjldpn� Inc FRO CC;"t of Santa Ana Account Name:........ Armstrong Cal Builders Inc FBO City of Santa Ana Account Number: .... Escrow Reference:.. Project No. 24-6604 Contractor may direct the investment of such funds into eligible securities as permitted under Section 22300(c) of the California Public Contracts Code, provided that all terms and conditions of this Agreement and the ©2026 Icon Business Bank.All rights reserved. Page 1 of 6 s.` ICON ESCROW AGREEMENT FOR SECURITY DEPOSITS IN LIEU OF RETENTION I"I t I I N I S S 1,A I'*i I< Cal. Pub. Contract Code§22300 respective rights and obligations of the Parties shall apply with equal force and effect as if the retention had been deposited by the Contractor. 4. Contractor shall be solely responsible for the payment of all fees,charges,and expenses incurred by the Escrow Agent in connection with the establishment, administration, maintenance, enforcement, termination, or disposition of the Escrow Account, in accordance with the Escrow Agent's then-current fee schedule or as otherwise agreed in writing between the Contractor and the Escrow Agent. All such amounts shall be due and payable upon demand, and, to the fullest extent permitted by law, the Escrow Agent is authorized to deduct and set off any unpaid fees, charges, or expenses from funds or securities held in the Escrow Account. The obligation to pay such fees and expenses shall survive termination of this Agreement and the closing of the Escrow Account. 5. All interest, earnings, and income, if any, generated by the securities,deposits,or money market accounts held in the Escrow Account shall accrue solely for the benefit of the Contractor and shall not be deemed retention. Contractor may withdraw such interest from time to time without notice to the Owner, provided that such withdrawal does not impair the principal amount required to be maintained under this Agreement and is subject to the Escrow Agent's standard processing requirements. The Escrow Agent makes no representation or warranty regarding the rate of return, investment performance, or availability of interest. 6. Contractor may withdraw all or any portion of the principal held in the Escrow Account only upon delivery to the Escrow Agent of a written request from the Contractor, together with a separate written authorization executed by the Owner expressly approving the specific amount of principal to be withdrawn. 7. If the Owner determines that a default has occurred under the Contract, the Owner shall have the right to draw upon the securities, and upon receipt by the Escrow Agent of at least seven (7) days' prior written notice from the Owner stating that such default has occurred and directing the disposition of the securities, the Escrow Agent shall convert the securities to cash and disburse the proceeds in accordance with the Owner's written instructions. 8. Upon receipt by the Escrow Agent of written notification from the Owner certifying that the Contract is final and complete and that the Contractor has complied with all applicable requirements and procedures, the Escrow Agent shall release to the Contractor all securities and accrued interest then held in the Escrow Account, less any unpaid escrow fees, charges, or expenses, and the Escrow Account shall be closed following such disbursement. 9. In performing its duties under this Agreement, the Escrow Agent shall act solely in a ministerial capacity and shall be entitled to rely conclusively, without independent investigation or verification, on any written notice, instruction,certification,or authorization received from the Owner or the Contractor pursuant to this Agreement. The Escrow Agent shall have no duty to determine the existence of a default, to resolve disputes between the Owner and the Contractor, or to evaluate compliance with the Contract or applicable law. If the Escrow Agent receives notice of a dispute, conflicting claims, or inconsistent instructions with respect to the Escrow Account, the securities, or any proceeds thereof, the Escrow Agent may suspend performance or deposit the applicable assets with a court of competent jurisdiction by interpleader, without liability. To the fullest extent permitted by law, the Owner and the Contractor shall jointly and severally indemnify and hold harmless the Escrow Agent from and against any claims arising from actions taken by the Escrow Agent in good faith reliance on such notices or instructions. The Escrow Agent shall not be liable for any consequential, incidental, or punitive damages, and its aggregate liability under this Agreement shall not exceed the total amount of escrow fees actually received by the Escrow Agent. [REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK] OO 2026 Icon Business Bank.All rights reserved. Page 2 of 6 A,- ICON ESCROW AGREEMENT FOR SECURITY DEPOSITS IN LIEU OF RETENTION BUSINESS BANK Cal. Pub. Contract Code§ 22300 10. The names of 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 examples of their respective signatures are as follows: On behalf of Owner: City of Santa Ana On behalf of Contractor Armstrong Cal Builders Inc. City Clerk Pres denUCEO Title Tile Jennifer L. Hall Shawn Salah Name Name Signature 20 Civic Ce ter Pla (M-30) 8031 Main St Street street Address Santa Ana 92702 Stanton CA 90680 City,State and Zip Code City,Slate and Zip Code On behalf of Escrow Agent: Icon Business Bank SVP Title Maria ishak Name Signature 3390 University Avenue, Suite 400 Street Address Riverside, California 92501 City,State and Zip Code 11. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict-of-laws principles. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Riverside County, California, and each Party irrevocably submits to the personal jurisdiction and venue of such courts, This Agreement constitutes the entire agreement among the Parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, negotiations, or understandings, whether written or oral, This Agreement may be amended or modified only by a written instrument executed by all Parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom the waiver is asserted, and no waiver shall be deemed a waiver of any subsequent breach. If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. Notwithstanding the foregoing, nothing in this Agreement is intended to, not shall it be construed to, require the Owner or any other public agency party to take any action in violation of applicable law, regulation, or public contracting requirements, including California Public Contracts Code section 22300,and all obligations of such public agency are subject to and limited by applicable statutory and constitutional restrictions, Escrow Agent may resign at any time upon thirty (30) days' prior written notice to the other Parties, and upon such resignation may, at its option, deliver the Escrow Account assets to a successor escrow agent reasonably acceptable to Escrow Agent or deposit such assets with a court of competent jurisdiction by interpleader, whereupon Escrow Agent shall have no further liability except for acts or omissions occurring prior to the effective date of resignation. Escrow Agent may assign this Agreement, in whole or in part, to an affiliate or to a successor by merger, consolidation, or acquisition without the consent of any other Party, and any other assignment shall require Escrow Agent's prior written consent. O 2026 Icon Business Bank.All rights reserved. Page 3 of 6 ICON ESCROW AGREEMENT Ak FOR SECURITY DEPOSITS IN LIEU OF RETENTION I;A N K Cal. Pub. Contract Code§22300 All provisions of this Agreement that by their nature are intended to survive termination, resignation, or completion of the escrow, including without limitation provisions relating to limitation of liability, indemnification, reliance, governing law, venue, and dispute resolution, shall survive and remain in full force and effect. This Agreement may be executed in counterparts, each of which shall be deemed an original, and signatures delivered by electronic or facsimile transmission shall be deemed effective and binding for all purposes. IN WITNESS WHEREOF, the parties have executed this Agreement by their proper officers on the date first set forth above. OWNET CAlY eF SANTta A r3 P CONTRACTOR: Armstrong Cal Builders Inc. "�\"4 President/CEO CilyfMffnager of Santa Ana Tille Alvaro Nunez Shawn Salah Name Name Signature Signature 20 Civic Center Plaza 8031 Main St Street Address Street Address Santa Ana CA 92702 Stanton CA 90680 City,State and Zip Cade City,Stale and Zip Cade ESCROW AGENT: Icon Business Bank SVP Title Maria Ish Name Signature 3390 University Avenue, Suite 400 Street Address Riverside, CA 92501 City,Slate end Zip Code 2026 Icon Business Bank.All rights reserved. Page 4 of 6 ICON ESCROW AGREEMENT FOR SECURITY DEPOSITS IN LIEU OF RETENTION BUSINESS BANK Cal. Pub. Contract Code § 22300 OWNER: OWNER: CIZX OF- SAarri AIUA City Clerk Acting Executive Director of Public Works Jennifer L. Hall Rodolfo Rosas, P.E. Na Name re ignature 20 Civi enter laza 20 Civic Center Plaza Street Street Address Santa Ana CA 92702 Santa Ana CA 92702 City,State and Zip Code City,Slate and Zip Code OWNER: Assistant City Attorney Kyle Nellesen Name Slgna(Lke L' 20 Civic Center Plaza (M-29) Street Address Santa Ana, CA 92702 City,Stale and Zip Code ©2026 Icon Business Bank.All rights reserved. Page 5 of 6 ESCROW AGREEMENT ICON FOR SECURITY DEPOSITS IN LIEU OF RETENTION Cal. Pub. Contract Code§22300 BUSINESS BANI< ESCROW RIDER ICON BUSINESS BANK ESCROW RIDER(MANDATORY) This Rider controls in the event of any conflict with the Agreement. A. Regulatory Supremacy. Escrow Agent's obligations are subject to all applicable banking laws, sanctions programs(including OFAC), clearing system rules, and internal Bank policies. B. Standard of Care. Escrow Agent shall not be liable absent gross negligence or willful misconduct, C. Expanded Indemnification. Owner and Contractor jointly and severally indemnify, defend,and hold harmless Escrow Agent and its affiliates from all claims relating to the escrow. D. Interpleader and Suspension, Escrow Agent may suspend performance or interplead escrowed assets upon conflicting claims. E. Survival. All protective provisions survive termination or resignation of Escrow Agent. ©2026 Icon Business Bank.All rights reserved. Page 6 of 6 ACC) CERTIFICATE OF LIABILITY INSURANCE DATE(MMIDDIYYYY) 1 211 01202 5 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT. If the certificate holder is an ADDITIONAL INSURED,the policy(les)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Alliant Insurance Services, Inc. Veronica Garcia PHONE FAX 18100 Von Karman Ave 1 Oth FI WC,No.Ext), (Aic.No):949-756-2713 Irvine CA 92612 ADoRESS: veronica. arcla alliant.com INSURER 5 AFFORDING COVERAGE NAIC# License#:0 36861 INSURER A:Zurich American Insurance Comp 16535 INSURED ARMSCAL-02 INSURERB:Amer Guarantee&Llab Ins Co 26247 Armstrong Cal Builders, Inc. 8031 Main St INSURERC: Stanton CA 90680 INSURER D: INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER:2036261342 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADOL SUBR POLICY EFF POLICY EXP LTR POLICY NUMBER MMIDDIYYYY MMIDDIYYYY LIMITS A X COMMERCIAL GENERAL LIABILITY Y Y GLOS146136.00 6/13/2025 6113/2026 EACH OCCURR£NCE $1,000,000 CLAIMS-MADE15�1 OCCUR DAMAGE MED PREMISES Ea occur erce $100,000 MED EXP(Any one person) $5,000 PERSONAL&ADV INJURY $1,000,000 GENT AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY�JERT LOC PRODUCTS•COMPIOP AGG $2,00D,000 OTHER: $ A AUTOMOBILE LIABILITY Y Y BAP5146134-DO 6/13/2025 6/13/2026 COMBINED SINGLE'LIMIT $1,000,000 Ea accident X ANY AUTO BODILY INJURY(Per person) $ OWNED SCHEDULED (Y INJ URY JURY DL Per accident AUTOS ONLY AUTOS BODILY ) $ HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Per accldenl $ B UMBRELLALIAB X OCCUR Y Y SXS5146139-00 6/13/2025 6/13/2026 EACH OCCURRENCE $5.000,000 X EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED I I RETENTION$ $ A WORKERS COMPENSATION Y WC5146133-00 6/28/2025 6/28/2026 X STATUTE ERH AND EMPLOYERS'LIABILITY Y 1 N ANYPROPRIETORIPARTNERIEXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICERIMEMBEREXCLUDED? ❑ NIA (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS!LOCATIONS 1 VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached it more space Is required) Re:Project#24-6604,ACB-130,Santa Ana Zoo Stormwater Capture and Diversion Project, The City of Santa Ana,its officers,officials,employees,and volunteers,agents and representatives are named as Additional Insured per attached endorsements on Primary and Non-Contributory basis.Thirty(30)Days Notice of Cancellation 1 Non-Renewal—Ton(10)Days Notice For Non-Payment of Premium. T Digitallysigned TLt Irani byTuTran ^' 'Nguyen APPROVED tl g u V e-hOate:2a25.12.23 09:53:17-8°0o By Tit Tran Nguyen of 9.52 am,Doc 23,202 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Santa Ana ACCORDANCE WITH THE POLICY PROVISIONS. Risk Management Division,4th Floor 20 Civic Center Plaza AUTHORIZED REPRESENTATIVE Santa Ana CA 92701 J r// ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2D16103) The ACORD name and logo are registered marks of ACORD