Loading...
04-1013_GATEWAY PACIFIC CONTRACTORS, INC_Escrow AgreementESCROW AGREEMENT FOR SECURITY DEPOSITS IN LIEU OF RETENTION This Escrow Agreement is made and entered into by and between City of San Juan Capistrano whose address is 32400 Paseo Adelanto, San Juan Capistrano, CA 92675 hereinafter called "Owner", Gateway Pacific Contractors, Inc., whose address is 8055 Freeport Blvd., Sacramento, Ca. 95832 hereinafter called "Contractor" and First Bank & Trust hereinafter called "Escrow Agent' whose address is 865 Howe Avenue, Sacramento, CA 95825. 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 Owner and Contractor for Terminal Reservoir No. 3 in the amount of $10,527,276.00 dated September 21, 2P*reinafter the "Contract'). Alternatively, on written request of the Contractor, the Owner shall make payments of the retention earnings directly to the Escrow Agent. When Contractor deposits the securities as a substitute or Contract earnings, Escrow Agent shall notify the Owner within ten (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 Owner and Contractor. Securities shall be held in the name of First Bank & Trust, as Escrow Agent, and shall designate the Contractor as the beneficial owner. 2) Owner shall make progress payments to 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 retentions 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 hereunder is terminated. The Contractor may direct the investment of the payments into securities. All terms and conditions of this Agreement and the rights and 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 (hereinafter 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 Contractor at any time and from time to time without notice to the Owner. 1 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 Owner to the Escrow Agent that Owner consents to the withdrawal of the amount sought to be withdrawn by Contractor. 7) Owner shall have a right to draw upon the securities in the event of default by Contractor. Upon seven (7) days' written notice to the Escrow Agent from 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 Owner certifying that the Contract is final and complete, and that 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 Owner and Contractor pursuant to Sections Five (5) through Eight (8), inclusive, of this Agreement and 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 Owner, on behalf of Contractor and on behalf of Escrow Agent in connection with the foregoing, and exemplars of their respective signatures are as follows: On behalf of Owner: City of San Juan Capistrano Public Works Director Title Amy Amirani Name v/ `� CJ�'vvV Signature 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Address 2 On behalf of Contractor: Gateway Pacific Contractors, Inc. Treasurer Title Wayne P. Riley Name \ \ v Signatur 8055 Freeport Blvd. Sacramento, CA 95832 Address On behalf of Escrow Agent: First Bank & Trust Vice President Title Jean Howard Schaffer N e 471�ture 865 Howe Avenue, Suite 310 Sacramento, CA 95825 Address At the time the Escrow Account is opened, the Owner and Contractor shall deliver to Escrow Agent fully executed counterpart of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement by their proper officers on the date first set forth above. Owner: By: fiity of San Juan Capistrano David F. Adams Name City Manager Title Signature ATTEST: I� _ Y �- Marg re R. Monahan, City Clerk APPROVED AS TO FORM: Joh)ShO,Cit—ytAt-t—torney c Contractor: By: Gateway Pacific Contractors, Inc. Wayne P. Riley Name Treasurer Title Signature