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07-0522_PACIFIC HYDROTECH CORPORATION_Escrow AgreementpyPACIFIC HYDROTEARPORATION • o 314 E. 3RD ST., PERRIS, CA 92570 (951)943-W03 FAX(951)943-1093 May 22, 2007 MAY 2 3 2007 Joe Mankawich City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, Ca 92675 Re: Escrow #3006897 Project: Cooks Reservoir Replacement Project (CIP #769) Dear Joe. Please find four original Escrow Agreements and Account Instructions for the above referenced Escrow, enclosed for signature by Cindy Russell, City Manager. Please execute all the Escrow Agreements. Retain two executed originals for your records and return the remaining two originals as follows: Sunwest Bank 17542 E 17`h Street Suite 200 Tustin, CA 92780-1960 Account #3006897 Escrow #3006897 2 Pacific Hydrotech Corporation Attn-. Mary White 314 E 3`d Street Perris, CA 92570 If you should have any questions, please do not hesitate to contact me at (951) 943-8803 or Sunwest Bank at (714) 730-4446 Sincerely, rZia Mary White, CFO CONTRACTORS ENGINEERS FABRICATORS L7sunwest Bank May 16, 2007 City of San Juan Capistrano 32400 Paseo Adelanto San Juan Capistrano, Ca 92675 Attention: Ms. Cindy Russell, City Manager Escrow No.: 3006897 17542 East 17th Street • Suite 2W • Tustin. CA 92/80 1960 Project: City of San Juan Capistrano Cooks Reservoir Replacement Project (CIP #769) Pacific Hydrotech Corporation Dear Ms. Russell: An account has been opened in connection with the above referenced escrow. When making deposits, please refer to the following information: MAILING ADDRESS: Sunwest Bank 17542 E. 17'h Street, Suite #200 Tustin, CA 92780 Account #3006897 Escrow #3006897 WIRE INSTRUCTIONS: Sunwest Bank 17542 E. 17`x' St. Tustin, CA 92781 ABA #122228003 Account #3006897 Escrow #3006897 If you have any questions, please, contact me at (714) 730-4464. Sincerely, Wally Rodriguez, Vice President C� Escrow #3006897 ESCROW AGREEMENT FOR SECURITY DEPOSITS IN LIEU OF RETENTION This Escrow Agreement ("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,") and Pacific Hydrotech Corporation, whose address is 314 E. 3rd Street, Perris, CA 92570 (hereinafter called "Contractor") and Sunwest Bank whose address is 17542 E. 17' Street, Suite 200, Tustin, CA 92780 (hereinafter called "Escrow Agent"). For the consideration 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 Contract entered into between the Owner and Contractor for Cooks Reservoir Replacement Project (CIP #769) dated 3/20/2007 in the amount of $3,080,250.00 (Three million eighty thousand two hundred fifty and no/100 US dollars, (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 Contractor deposits the securities as a substitute for Contract earnings, the 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 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 payments 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 Escrow Agreement is terminated. The Contractor may direct the investment of the payments into securities. All terms and conditions of this Escrow 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 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 in the securities or the money market accounts 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 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 the 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 securities in the event of default by the Contractor. Upon seven (7) days' written notice to the Escrow Agent from the Owner of the default, 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 notification from the Owner and the Contractor pursuant to Sections (5) to (8) inclusive, of this Escrow 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 on behalf of the Owner and on behalf of the Contractor in connection with the foregoing, and exemplars of their respective signatures are as follows: On behalf of Owner: City Treasurer 6itrmomeer Title Cindy Russell Name On behalf of Contractor: President Title J. Kirk Hams Name &AA & ignature & \ Signature City of San Juan Capistrano 32400 Paseo Adelanto Pacific Hydrotech Corporation San Juan Capistrano, CA 92675 314 E. 3itl St., Perris, CA 92570 Address Address On behalf of Escrow Agent: Vice President Title Wally Rodriguez Name Signature Sunwest Bank 17542 E. 17" St., Suite 200, Tustin CA 92780 Address At the time the Escrow Account is opened, the Owner and Contractor shall deliver to the Escrow Agent a fully executed counterpart of this Escrow Agreement. C C, In Witness Whereof, the parties have executed this Escrow Agreement by their proper officers on the date first set forth above. On behalf of On behalf of City of San Juan Capistrano: Contractor: City Treasurer Eit�3►fnneaef President Title Title CindRussell J. Kirk Hams City t remurer President awv SiJdature ignature Pacific Hvdrotech Corp Business Name 0 0 Escrow #3006897 ESCROW AGREEMENT FOR SECURITY DEPOSITS IN LIEU OF RETENTION This Escrow Agreement ("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,") and Pacific Hydrotech Corporation, whose address is 314 E. 3 d Street, Perris, CA 92570 (hereinafter called "Contractor") and Sunwest Bank whose address is 17542 E. 17d' Street, Suite 200, Tustin, CA 92780 (hereinafter called "Escrow Agent'). For the consideration 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 Contract entered into between the Owner and Contractor for Cooks Reservoir Replacement Project (CIP #769) dated 3/20/2007 in the amount of $3,080,250.00 (Three million eighty thousand two hundred fifty and no/100 US dollars, (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 Contractor deposits the securities as a substitute for Contract earnings, the 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 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 payments 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 Escrow Agreement is terminated. The Contractor may direct the investment of the payments into securities. All terms and conditions of this Escrow 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 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 in the securities or the money market accounts 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 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 the 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. 0 0 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 the Escrow Agent from the Owner of the default, 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 notification from the Owner and the Contractor pursuant to Sections (5) to (8) inclusive, of this Escrow 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 on behalf of the Owner and on behalf of the Contractor in connection with the foregoing, and exemplars of their respective signatures are as follows: On behalf of Owner: On behalf of Contractor: On behalf of Escrow Agent: City Treasurer Eitrmotaw President Vice President Title Title Title Cindy Russell I Kirk Hams Wally Rodriguez Name Name Name -,ia AlAff Sidiaiture \ tature Signature City of San Juan Capistrano Sunwest Bank 32400 Paseo Adelanto Pacific Hydrotech Corporation 17542 E. 17" St., Suite 200, San Juan Capistrano, CA 92675 314 E. 30 St., Perris, CA 92570 Tustin, CA 92780 Address Address Address At the time the Escrow Account is opened, the Owner and Contractor shall deliver to the Escrow Agent a fully executed counterpart of this Escrow Agreement. • 11 In Witness Whereof, the parties have executed this Escrow Agreement by their proper officers on the date first set forth above. On behalf of On behalf of City of San Juan Capistrano: Contractor: City Treasurer EibrManatzer President Title Title Cindy Russell J. Kirk Hams 2ity himmger City Treasurer President S9ture ignature Pacific Hvdrotech Corp Business Name