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Home My WebLink AboutTrepte Construction Company; 2003-08-31;.. .@- *. I -- - I -- ESCROW AGREEMENT FOR SECURITY DEPOSITS IN LIEU OF RETENTION THIS ESCROW AGREEMENT is made and entered into this day of August, 1989, by and between the COSTA REAL MUNICIPAL WATER DISTRICT whose address is 5950 El Camino Real, Carlsbad, California 92008, (hereinafter called "District"), TREPTE CONSTRUCTION COMPANY, INC. whose address is 8825 Aero Drive, Suite 305, San Diego, CA 92123 (hereinafter called "Contractor"), and SAN DIEGO TRUST AND SAVINGS BANK whose address is 530 Broadway, San Diego, CA 92101, (hereinafter called "Escrow Agent"). For the consideration hereinafter set forth, the District, 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 the District pursuant to the Contract entered into between the District and Contractor for the OPERATIONS CENTER in the amount of $1,741,668.00 dated May 16, 1989 (hereafter referred to as the "Contract"). When Contractor deposits the securities as a substitute for Contract earnings, the Escrow Agent shall notify the District 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 District and Contractor. Securities shall be held in the name of San Diego Trust and Savings Bank, Escrow Agent for escrow number/-&875, as trustee for District, and shall designate the Contractor as the beneficial owner. (a) An escrow shall be established upon execution hereof ("Escrow") with reference to the Securities substituted by Cmtractor pursuant to this 3,greemer.t. Contractor shall open such escrow by depositing the Securities with Escrow Agent. The term "Securities" includes singular and plural. (b) The securities delivered to Escrow Agent by Contractor shall be securities approved by the District and (1.) eligible for investment as listed in California Government Code Section 16430 or (2.) certificates of deposit issued by banks or savings and loan associations, which are authorized to transact business in California and are members of Federal Deposit Insurance Corporation (FDIC) or Federal Savings and Loan Insurance Corporation (FSLIC), respectively, (non-negotiable certificates of deposit shall be made payable to the order of Escrow Agent as Trustee under this Escrow Agreement) or (3.) interest bearing demand deposit accounts, standby letters of credit, or other security mutually agreed to by Contractor and District in writing. A- ,. (c) Any securities delivered to Escrow Agent hereunder shall be accompanied by evidence satisfactory to Escrow Agent and District that the issuer will honor any request for redemption prior to maturity and that such redemption will be accomplished in a manner such that payment will be made to Escrow Agent without any rights of third parties being permitted to intervene. (d) Contractor shall maintain on deposit at all times, prior to termination of the Escrow created by this Agreement, securities having a combined present market value of not less than the amount to be paid to Contractor under the terms of this Agreement, including additional amounts of extra work. District shall release funds to Contractor only to the extent securities of value equivalent to the amounts released are then on deposit. it/€ #I I lmw I ##@H I ITSMGVI I Aw9w I Id$tMlM I IItM I I Wd I /%Md/ I MI I ItW ~~~P~~~/~/~~SbNI~PIB#/~k~~~l8~~l~/~Nld~6~Df/~d~l.l~~l$~ YWW nwel IV$M I tm$affla/ I Msr$tM lhqdprtl l$Mn/Y I wemdtew I kH#LkH ~PmPPlz;mltll iw I I M#$m I I MWtkMdIl I Md&Wj!DfzlM I ltLi I /I~ddSlg/lltW CM lBWddd6/.l I I 2. The District 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 the Escrow Agent holds securities in the form and amount specified above. 3. Alternatively, the District may make payments directly to Escrow Agent in the amount of retention for the benefit of the District until such time as the escrow created hereunder is terminated. 4. Contractor shall be .responsible for paying all fees for the expenses incurred by Escrow Agent in administering the escrow account. These expenses and payment terms shall be determined by the 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 District. 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 District to the Escrow Agent that District consents to the withdrawal of the amount sought to be withdrawn by Contractor. 7. The District shall have the right to draw upon the securities in the event of default by the Contractor. Upon seven days’ written notice to the Escrow Agent from the District of the e- %.. . default, the escrow agent shall immediately convert the securities to cash and distribute the cash as instructed by the District. 8. Upon receipt of written notification from the District 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 District and the Contractor pursuant to Sections (4) to (7) inclusive, of this agreement and the District 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 District and on behalf of Contractor in connection with the foregoing, and exemplars of their respective signatures are as follows: On behalf of District: President Title On behalf of Contractor: President Title E. J. Woodward, Jr. I Name I Michael J. Kinq Name Y CFO/Treasurer Title 5950 El Camino Real Carlsbad, CA Address K. L. Zepernick Name 8825 AegDrive, Suite 305 San Diego, CA 92123 Address .?- On behalf of Escrow Agent: Barbara Villalobos Name Assistant Vice President Title 530 Broadway, Suite 1042 San Diego, CA 92101 Address At the time Escrow Account is opened, the District and Contractor shall deliver to the Escrow Agent a fully executed counterpart of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement by their proper officers on the date set forth above. Costa Real Municipal "District" Water District President Title Escrow Agent San Diego Trust and Savings Bank Assistant Vice President Title Barbara Villalobos Name Trepte Construction "Contractor" Company, Inc. President Title Michael J. King Name Signature