|
s.` ICON
<br /> ESCROW AGREEMENT
<br /> FOR SECURITY DEPOSITS IN LIEU OF RETENTION
<br /> I"I t I I N I S S 1,A I'*i I< Cal. Pub. Contract Code§22300
<br /> respective rights and obligations of the Parties shall apply with equal force and effect as if the retention had
<br /> been deposited by the Contractor.
<br /> 4. Contractor shall be solely responsible for the payment of all fees,charges,and expenses incurred by the Escrow
<br /> Agent in connection with the establishment, administration, maintenance, enforcement, termination, or
<br /> disposition of the Escrow Account, in accordance with the Escrow Agent's then-current fee schedule or as
<br /> otherwise agreed in writing between the Contractor and the Escrow Agent. All such amounts shall be due and
<br /> payable upon demand, and, to the fullest extent permitted by law, the Escrow Agent is authorized to deduct
<br /> and set off any unpaid fees, charges, or expenses from funds or securities held in the Escrow Account. The
<br /> obligation to pay such fees and expenses shall survive termination of this Agreement and the closing of the
<br /> Escrow Account.
<br /> 5. All interest, earnings, and income, if any, generated by the securities,deposits,or money market accounts held
<br /> in the Escrow Account shall accrue solely for the benefit of the Contractor and shall not be deemed retention.
<br /> Contractor may withdraw such interest from time to time without notice to the Owner, provided that such
<br /> withdrawal does not impair the principal amount required to be maintained under this Agreement and is subject
<br /> to the Escrow Agent's standard processing requirements. The Escrow Agent makes no representation or
<br /> warranty regarding the rate of return, investment performance, or availability of interest.
<br /> 6. Contractor may withdraw all or any portion of the principal held in the Escrow Account only upon delivery to the
<br /> Escrow Agent of a written request from the Contractor, together with a separate written authorization executed
<br /> by the Owner expressly approving the specific amount of principal to be withdrawn.
<br /> 7. If the Owner determines that a default has occurred under the Contract, the Owner shall have the right to draw
<br /> upon the securities, and upon receipt by the Escrow Agent of at least seven (7) days' prior written notice from
<br /> the Owner stating that such default has occurred and directing the disposition of the securities, the Escrow
<br /> Agent shall convert the securities to cash and disburse the proceeds in accordance with the Owner's written
<br /> instructions.
<br /> 8. Upon receipt by the Escrow Agent of written notification from the Owner certifying that the Contract is final and
<br /> complete and that the Contractor has complied with all applicable requirements and procedures, the Escrow
<br /> Agent shall release to the Contractor all securities and accrued interest then held in the Escrow Account, less
<br /> any unpaid escrow fees, charges, or expenses, and the Escrow Account shall be closed following such
<br /> disbursement.
<br /> 9. In performing its duties under this Agreement, the Escrow Agent shall act solely in a ministerial capacity and
<br /> shall be entitled to rely conclusively, without independent investigation or verification, on any written notice,
<br /> instruction,certification,or authorization received from the Owner or the Contractor pursuant to this Agreement.
<br /> The Escrow Agent shall have no duty to determine the existence of a default, to resolve disputes between the
<br /> Owner and the Contractor, or to evaluate compliance with the Contract or applicable law. If the Escrow Agent
<br /> receives notice of a dispute, conflicting claims, or inconsistent instructions with respect to the Escrow Account,
<br /> the securities, or any proceeds thereof, the Escrow Agent may suspend performance or deposit the applicable
<br /> assets with a court of competent jurisdiction by interpleader, without liability. To the fullest extent permitted by
<br /> law, the Owner and the Contractor shall jointly and severally indemnify and hold harmless the Escrow Agent
<br /> from and against any claims arising from actions taken by the Escrow Agent in good faith reliance on such
<br /> notices or instructions. The Escrow Agent shall not be liable for any consequential, incidental, or punitive
<br /> damages, and its aggregate liability under this Agreement shall not exceed the total amount of escrow fees
<br /> actually received by the Escrow Agent.
<br /> [REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
<br /> OO 2026 Icon Business Bank.All rights reserved. Page 2 of 6
<br />
|