HomeMy WebLinkAboutA9471 - Commonwealth Business BankCONTRACT ABSTRACT
3 Originals: Escrow Agreement
Contract
Company Name:
Commonwealth Business Bank
Company Contact:
Lori Park, SVP & Senior Relationship Manager
Summary of Services:
CP 18-04, Plaza Theatre Rehabilitation
Contract Price:
$1,316,100 (retention)
Funding Source:
Measure J / Council Set -Asides / GF Reserves
Contract Term:
To be determined by the Notice to Proceed
Contract Administration
Lead Department: Engineering Services
Contract Administrator: Joel Montalvo / Francisco Jaime / Alberto Gradillo
Contract Approvals
City Manager Approval: TBD
Agreement Number: A9471
Contract Compliance
Exhibits: N/A
Signatures: Attached
Insurance: N/A
Bonds: N/A
Contract Prepared By: Commonwealth Business Bank
Submitted on: 03/11/2024 By: Vonda Teed
NOTE to City Clerk: Please return (2) original executed copies to
EngineeringNonda Teed.
CITY OF PALM SPRINGS
ESCROW AGREEMENT FOR SECURITY DEPOSITS IN LIEU OF RETENTION
Escrow Agreement No.
This Escrow Agreement is made and entered into by and between CITY OF PALM SPRINGS
whose address is 3200 E. Tahquitz Canyon Way. Palm Springs, CA 92262 (hereinafter called
City of Palm Springs; WOODCLIFF CORPORATION whose address is: 11835 W. Olympic
Blvd., Suite 825E, Los Angeles, CA 90064 (hereafter called "Contractor'); and
COMMONWEALTH BUSINESS BANK whose address is 3435 Wilshire Blvd., Los Angeles,
CA 90010 (hereafter called "Escrow Agent").
For the consideration hereinafter set forth, City of Palm Springs, the Contractor, and the
Escrow Agent agree as follows:
(1) Pursuant to§ 22300 of the Public Contract Code of the State of California, the
Contractor has the option to deposit securities with the Escrow Agent as a substitute for
retention earnings required to be withheld by City of Palm Springs pursuant to a contract
entered into between City of Palm Springs and the Contractor for the construction of PLAZA
THEATRE REHABILITATION City Proiect No. 18-04, in the amount of TWENTY -SIX
MILLION THREE HUNDRED TWENTY -TWO THOUSAND AND ZERO CENTS(
$26,322,000.00 dated 12/28/2023 (hereinafter called "Construction Contract") said Contract
being denominated as Contract Agreement 23B396.
Alternatively, on written request of the Contractor, City of Palm Springs 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 City of Palm
Springs 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 City of Palm Springs and the Contractor. Securities
shall be held in the name of City of Palm Springsand shall designate the Contractor as the
beneficial owner.
Securities eligible for deposit with the Escrow Agent shall be limited to those specified in
§ 16430 of the Government Code, bank or savings and loan certificates of deposit, interest -
bearing demand deposits, or any other security mutually agreed to by City of Palm Springs and
the Contractor.
(2) City of Palm Springs 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 City of Palm Springs makes payment of earned contract retentions 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 agreement is terminated. The Contractor may direct the
investment of the payments into securities. All terms and conditions of this agreement and the
rights and responsibilities of the parties shall be equally applicable and binding when City of
Palm Springs pays the Escrow Agent directly.
(4) The 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 City of Palm
Springs. These expenses and payment terms shall be determined by City of Palm Springs, the
Contractor, and the 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 the Contractor and shall
be subject to withdrawal by the Contractor at any time and from time to time without notice to
City of Palm Springs.
(6) The 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 City of Palm Springs to the Escrow Agent that City of Palm Springs consents
to the withdrawal of the amount sought to be withdrawn by the Contractor.
(7) (City of Palm Sprins shall have a 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 owner
of the default, the Escrow Agent shall immediately convert the securities to cash and shall
distribute the cash as instructed by City of Palm Springs.
(8) Upon receipt of written notification from City of Palm Springs certifying that the
Contract is final and complete, and that the Contractor has complied with all requirements and
procedures applicable to the Contract, the Escrow Agent shall release to the 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) The Escrow Agent shall rely on the written notifications from City of Palm Springs and
the Contractor pursuant to Paragraphs (5) to (8) , inclusive, of this agreement and City of Palm
Springs and the Contractor shall hold the Escrow Agent harmless from the Escrow Agent's
release and disbursement of the securities and interest as set forth above.
(10) The Contractor, or a person authorized to execute contracts on behalf of the
Contractor, and a person authorized to execute on behalt of the Escrow Agent shall sign three
copies of the Escrow Agreement on behalf of the Escrow Agent and submit it to City of Palm
Springs. When approved and signed by City of Plam Springs, one copy will be returned to the
Contractor and one copy to the Escrow Agent.
(11) The names of the persons who are authorized to give written notice or to receive
written notice on behalf of City of Palm Springs and on behalf of the Contractor in connection
with the foregoing, and exemplars of their respective signatures are as follows:
On behalf of City of Palm Springs:
Name Signature
Title ' Address 0J �}
A?PROVED BY CITY CCU�:CS:L � S � 22, z�
On behalf of the Contractor:
Mohamad Tabrizi
Name
L" _ n
A44.
President 11835 W. Olympic Blvd., Suite 825E, LA CA 90064
Title Address
On behalf of the Escrow Agent:
I
vt�Y�G�L
Name Signature
Sv � 4- �,na-• f P)* i n MoyZ-aA-
Title
APPROVED AS TO FORM
TY ATTO NEY
3y3S UJ.IsI�+� t BI�� C/F 9ooF
Address
A ST:
City Clerk