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Home My WebLink About2014-006 RESOLUTION NO. 2014-6 1 2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN ESCROW 3 AGREEMENT FOR SECURITY DEPOSITS IN LIEU OF RETENTION WITH ALL 4 AMERICAN ASPHALT AND COMMUNITY BANK. 5 BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: 6 SECTION 1. By Resolution No. 2013-300, the Mayor and Common Council 7 8 awarded a contract to All American Asphalt, Corona, California, for Pavement Rehabilitation 9 on Three City Streets (Del Rosa Avenue, from Pumalo Street to Date Street (East), per Plan 10 No. 12819 (SS 12-007); Highland Avenue, from Cedar Street to Golden Avenue, per Plan No. 11 12820 (SS 12-014); and Mt. Vernon Avenue, from Grant Avenue to Northerly of Walnut 12 Street, per Plan No. 12994 (SS 14-005). 13 14 SECTION 2. Pursuant to Section 22300 of the Public Contract Code of the State of 15 California, for the project described in Section 1, above, All American Asphalt has made a 16 written request of the City of San Bernardino to execute an Escrow Agreement for Security 17 Deposits in Lieu of Retention and to make payments of retention earnings directly to an 18 escrow agent, Community Bank, a California banking corporation, whose address is 505 E. 19 20 Colorado Boulevard, Pasadena, California 91101. 21 SECTION 3. The City Manager is hereby authorized and directed to execute an 22 Escrow Agreement for Security Deposits in Lieu of Retention with All American Asphalt and 23 Community Bank, a copy of which is attached hereto marked Exhibit "A" and incorporated 24 herein. 25 SECTION 4. The Director of Administrative Services or his designee is hereby 26 27 authorized and directed to make payments of retention earnings to the escrow agent and 28 oversee the administration of the escrow account in accordance with the Escrow Agreement. I 2014-6 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY 1 OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN ESCROW 2 AGREEMENT FOR SECURITY DEPOSITS IN LIEU OF RETENTION WITH ALL AMERICAN ASPHALT AND COMMUNITY BANK. 3 4 SECTION 5. The authorization to execute the above-referenced Agreement is 5 rescinded if not issued within sixty(60) days of passage of this Resolution. 6 /// 7 /// 8 /// 9 /// 10 11 /// 12 13 /// 14 /// 15 /// 16 17 /// 18 19 /// 20 /// 21 /// 22 23 /// 24 /// 25 /// 26 27 /// 28 2014-6 1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AN ESCROW 2 AGREEMENT FOR SECURITY DEPOSITS IN LIEU OF RETENTION WITH ALL AMERICAN ASPHALT AND COMMUNITY BANK. 3 4 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by the Mayor 5 and Common Council of the City of San Bernardino at a joint regular meeting 6 thereof, held on the 6th day of January , 2014, by the following vote, to wit: 7 Council Members: AYES NAYS ABSTAIN ABSENT 8 9 MARQUEZ x 10 JENKINS x 11 VALDIVIA x 12 SHORETT x 13 VACANT 14 JOHNSON x 15 16 MULVIHILL x 17 18 George Hanna, g Clerk 19 The foregoing resolution is hereby approved this t, / day of January , 2014. 20 21 c3 22 Pat 'ck J. Mo i is, Mayor City o . - :ernardino 23 Approved as to form: 24 GARY D. SAENZ, 25 City Attorney 26 B ".1"- 27 28 2014-6 COMMU\1T BANK EXHIBIT "A" Partnership Banking' AGENCY COPY November 13, 2013 City of San Bernardino Attn: Jeffrey Schafer 300 North "D" Street 3rd Floor San Bernardino, CA 92418 RE: Escrow #2198 Project: Pavement Rehabilitation on Three City Streets, Del Rosa Avenue, Highland Avenue and Mr. Vernon Avenue Contractor: All American Asphalt An escrow has been opened for the above referenced project. Please find enclosed herewith three copies of the escrow agreement executed on behalf of All American Asphalt and Community Bank. Please sign all three escrow agreements where indicated and return to the Contractor and retain one copy for your records. Kindly arrange your finance department to have all retention deposits and release requests sent to the following address: Community Bank 505 E Colorado Blvd. Pasadena, CA 91101 Attn: Brian Sinclair-Escrow 2198 If you have any questions or concerns please contact me directly at (951) 808- 8947. Sincerely, Tia L. Ballesteros Vice President Customer Service Manager tbal lesteros cbank.com ?�71.Rim 5C1.1i1 I \,• A >.› I ,)> 1 116/11 H ti`>4 1 ,� (��; 1 1 , 2014-6 ESCROW NO: 2198 ACCOUNT NO: 14913602 ESCROW AGREEMENT FOR SECURITY DEPOSITS IN LIEU OF RETENTION THIS ESCROW AGREEMENT FOR SECURITY DEPOSITS IN LIEU OF RETENTION (hereinafter called the "Agreement") is made and entered into on this 5th day of November, 2013, by and between City of San Bernardino, whose address is 300 North "D" Street 3rd Floor, San Bernardino, CA 92418 (hereinafter called "Owner"), All American Asphalt, whose address is P.O. Box 2229, Corona, CA 92878 (hereinafter called "Contractor"), and Community Bank, a California banking corporation, whose address is 505 E. Colorado Boulevard, Pasadena, California 91101 (hereinafter called "Escrow Agent"). WHEREAS, the parties desire to establish an escrow account with Escrow Agent (the "Escrow Account") pursuant to the provisions of Section 22300 of the California Public Contract Code. NOW, THEREFORE, 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, the Contractor has the option to deposit securities with Escrow Agent as a substitute for retention earnings required to be withheld by the Owner pursuant to the Construction Contract entered into between the Owner and the Contractor, for Pavement Rehabilitation on Three City Streets, Del Rosa Avenue, Highland Avenue and Mt. Vernon Avenue in the amount of $990,000.00 (hereinafter referred to as the "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 ten (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 Owner and the Contractor. Securities shall be held in the name of City of San Bernardino, and shall designate the Contractor as the beneficial owner. 2. The Owner 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 the Owner makes payment of the 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 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 the Owner 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 the Owner. These expenses and payment terms shall be determined by the Owner, 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 the Owner. CBCR-Agrmnt 1 2014-6 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 the Owner to the Escrow Agent that the Owner consents to the withdrawal of the amount sought to be withdrawn by the Contractor. 7. The Owner 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 the Owner. 8. Upon receipt of written notification from the Owner 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 the Owner and the Contractor pursuant to Sections 5 to 8, inclusive, of this Agreement and the Owner 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 names of the persons who are authorized to give written notice or to receive written notice on behalf of the Owner and on behalf of the Contractor in connection with the foregoing, and exemplars of their respective signatures are as follows: On behalf of the Owner: On behalf of the Contractor: City of San Bernardino All American Asphalt Name: Mark Raab Name: Mark Luer Title: Principal 'vil fngi eer Title: President Signature: Signatures_ Address: 300 North "D" Street 3rd Floor Address: P.O. Box 2229 San Bernardino, CA 92418 Corona, CA 92878 CBCR-Agrmnt 2 2014-6 On behalf of the Escrow Agent: COMMUNITY BANK Name: Tia Ballesteros Title: Vice President Signature: ,AL-1AA-,- Address: 505 E. Colorado Blvd. Pasadena, Ca. 91101 (626) 253-8290 At the time the escrow account is opened, the Owner and the Contractor shall deliver to the Escrow Agent a fully executed original of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement by their proper officers on the date first set forth above. OWNER: CONTRACTOR: Title: City Manager Title: President Name: Allen J. Parker Name: Mark Luer Signature: Signatu CBCR-Agrmnt 3 2014-6 COMMU1T bA\ K EXHIBIT "A" Partnership Banking' AGENCY COPY November 13, 2013 City of San Bernardino Attn: Jeffrey Schafer 300 North "D" Street 3rd Floor San Bernardino, CA 92418 RE: Escrow #2198 Project: Pavement Rehabilitation on Three City Streets, Del Rosa Avenue, Highland Avenue and Mr. Vernon Avenue Contractor: All American Asphalt An escrow has been opened for the above referenced project. Please find enclosed herewith three copies of the escrow agreement executed on behalf of All American Asphalt and Community Bank. Please sign all three escrow agreements where indicated and return to the Contractor and retain one copy for your records. Kindly arrange your finance department to have all retention deposits and release requests sent to the following address: Community Bank 505 E Colorado Blvd. Pasadena, CA 91101 Attn: Brian Sinclair-Escrow 2198 If you have any questions or concerns please contact me directly at (951) 808- 8947. Sincerely, .1 Tia L. Ballesteros Vice President Customer Service Manager tballesteros @cbank.com 257 F.RINCO!"STRI LI SUil-1 I il_' C:ORI■"\. A))1',7,) I ij') NP1 VA.C) IA lc II) 2014-6 ESCROW NO: 2198 ACCOUNT NO: 14913602 ESCROW AGREEMENT FOR SECURITY DEPOSITS IN LIEU OF RETENTION THIS ESCROW AGREEMENT FOR SECURITY DEPOSITS IN LIEU OF RETENTION (hereinafter called the "Agreement") is made and entered into on this 5th day of November, 2013, by and between City of San Bernardino, whose address is 300 North "D" Street 3rd Floor, San Bernardino, CA 92418 (hereinafter called "Owner"), All American Asphalt, whose address is P.O. Box 2229, Corona, CA 92878 (hereinafter called "Contractor"), and Community Bank, a California banking corporation, whose address is 505 E. Colorado Boulevard, Pasadena, California 91101 (hereinafter called "Escrow Agent"). WHEREAS, the parties desire to establish an escrow account with Escrow Agent (the "Escrow Account") pursuant to the provisions of Section 22300 of the California Public Contract Code. NOW, THEREFORE, 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, the Contractor has the option to deposit securities with Escrow Agent as a substitute for retention earnings required to be withheld by the Owner pursuant to the Construction Contract entered into between the Owner and the Contractor, for Pavement Rehabilitation on Three City Streets, Del Rosa Avenue, Highland Avenue and Mt. Vernon Avenue in the amount of $990,000.00 (hereinafter referred to as the "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 ten (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 Owner and the Contractor. Securities shall be held in the name of City of San Bernardino, and shall designate the Contractor as the beneficial owner. 2. The Owner 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 the Owner makes payment of the 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 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 the Owner 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 the Owner. These expenses and payment terms shall be determined by the Owner, 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 the Owner. CBCR-Agrmnt 1 • . 2014-6 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 the Owner to the Escrow Agent that the Owner consents to the withdrawal of the amount sought to be withdrawn by the Contractor. 7. The Owner 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 the Owner. 8. Upon receipt of written notification from the Owner 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 the Owner and the Contractor pursuant to Sections 5 to 8, inclusive, of this Agreement and the Owner 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 names of the persons who are authorized to give written notice or to receive written notice on behalf of the Owner and on behalf of the Contractor in connection with the foregoing, and exemplars of their respective signatures are as follows: On behalf of the Owner: On behalf of the Contractor: City of San Bernardino All American Asphalt Name: Mark Raab Name: Mark Luer Title: Principal " 'vil ngi eer Title: President Signature: t 2 .. gnature Address: 300 North "D" Street 3rd Floor Address: P.O. Box 2229 San Bernardino, CA 92418 Corona, CA 92878 CBCR-Agrmnt 2 2014-6 On behalf of the Escrow Agent: COMMUNITY BANK Name: Tia Ballesteros Title: Vice President Signature: __ Address: 505 E. Colorado Blvd. Pasadena, Ca. 91101 (626) 253-8290 At the time the escrow account is opened, the Owner and the Contractor shall deliver to the Escrow Agent a fully executed original of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement by their proper officers on the date first set forth above. OWNER: CONTRACTOR: Title: City Manager Title: President Name: Allen J. Parker Name: Mark Luer Signature Signatif CBCR-Agrmnt 3