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A-2023-186 INSURANCE ON FILE WORK MAY PROCEED UNTIL 1(V�JjtANCE EXPIRES CITY CLERK DATE: NOV O % 2U23 o:?WprE/4 CP.Ma,), rA ESCROW AGREEMENT F SECURITY DEPOSITS IN LIEU OF ESCROW At 2229 JNER SANK This Escrow Agreement is made and entered into on the 27'" of September 2023, by and between City of Santa Ana, whose address is 20 Civic Center Plaza, Santa Ana, CA 92701 hereinafter called "Owner"; R. J. Noble Company, whose address is 15505 E. Lincoln Ave. Orange, CA 92865 hereinafter called "Contractor", and Banner Bank. a State chartered Lank, whose address is 5901 Priestly Drive Suite 160, Carlsbad CA 92008, 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 Westminster Avenue Rehabilitation / Newhooe Street to Harbor Blvd Project in the amount of ***One Million Six Hundred Forty Three Thousand Six Hundred Seventy Six Dollars and Zero Cents*** ($1,643,676.00) dated September 19, 2023 (hereinafter referred to as "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 terns of the Contract between the Owner and Contractor. Securities shall be held in the name of City of Santa Ana and shall designate the Contractor as the beneficial owner. (2) The Owner shall snake 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 amotmt 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 tinder this Contract is terminated. The Contractor may direct the investment of the payments into securities. All terns 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 the 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 oil 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. (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. Escrmr Agreement — revised 312012019 5901 Priestly Dr., Ste. 160 • Carlsbad, CA 920OM827 760-448-8300 • batmerbank.com LENDER Member FDIC, Equal Housing Lender Page I of 3