ORANGE COUNTY FIRE AUTHORITY - 2012 ESCROW

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N V5 rJ A-2012-038-02 ESCROW AGREEMENT L THIS ESCROW AGREEMENT dated as oi?e 444-2.5 fo? he "Agreement") by and among the City of Santa Ana, a Charter City and Municipal Corporation duly organized and -4- existing under the laws of the State of California ('City'); the Orange County Fire Authority a Q11 Joint Powers Authority duly organized and existing under the laws of the State of California q ("OCFA"); and Grandpoint Bank, a California State Banking Association ("Escrow Agent"). c?L RECITALS A. CITY and OCFA are parties to that certain Fire Services and Emergency Medical p[ Services Agreement A-2012-038, dated March 5, 2012 (said Agreement"). M B. Section VIIA. of said Agreement requires the CITY, on or before September 30, U 2012, to provide OCFA with security in the form of a bond or escrow account with OCFA named as beneficiary, in the amount of one full monthly payment for services rendered by OCFA pursuant to said Agreement. For purposes of reference, Section VII. 4. of the Fire Services Agreement reads in its entirety as follows: "4. On or before September 30, 2012, CITY shall either (a) obtain a bond, in form and substance acceptable to OCFA in its sole and absolute discretion, from a bonding company or insurer acceptable to OCFA in its sole and absolute discretion, in the amount of one full monthly payment for services rendered by OCFA under this Agreement (the "Bond"), or (b) establish an escrow account, naming OCFA as beneficiary and on terms and conditions acceptable to OCFA in its sole and absolute discretion, with an escrow agent acceptable to OCFA in its sole and absolute discretion and funded with cash in the amount of one full monthly payment for services rendered by OCFA under this Agreement (the "Escrow" and, collectively with the Bond, the "Security"). On or before duly I, 2013, and thereafter on or before July 1 of each succeeding year, CITY shall make payments sufficient to adjust the amount of the Security to equal the amount of one monthly payment for the final charges as established pursuant to Paragraph 5 of this Section VII, below. The Security shall serve as security for CITY's obligations under this Agreement. In the event that CITY defaults in any of such obligations, without in any way limiting any of OCFA's other rights and remedies, OCFA shall be entitled to collect upon the Bond or draw upon the Escrow, as applicable, in partial compensation for such default and in accordance with the terms of the documentation governing such Security. In the event that OCFA collects upon the Bond or draws upon the Escrow, CITY shall have a period of thirty (30) days to establish new Security in the amount and as set forth in the preceding Paragraph. If CITY-fails to do so, OCFA shall have the right to terminate this Agreement upon written notice to CITY. SantaAna0CFA9/2012 Page 1