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PW Public Safety Center Alten ConstructionJanuary 16, 2018 Jamie Milliner, Project Manager Kitchell Construction Management c/o City of San Rafael 1400 Fifth Avenue San Rafael, CA 94901 RE: PROOF OF DELIVERY CITY OF SAN RAFAEL ESSENTIAL FACILITIES PROJECT -PUBLIC SAFETY CENTER ESCROW AGREEMENT FOR SECURITY DEPOSITS IN LIEU OF RETENTION By signing below, a Representative of the City of San Rafael acknowledges that he or she received a package referencing the above noted Document from Alten Construction. Thank you! Print Name 1141 Marina Way South Richmond CA 94804 I 2nd Office: 8055 Collins Dr Suite 208 Oakland CA 94621 P 510.234.4200 I F 510.234.4402 I Lie 705713 A B VIA HAND DELIVERY January 16, 2018 Jamie Milliner, Project Manager Kitchell Construction Management c/o City of San Rafael 1400 Fifth Avenue San Rafael, CA 94901 RE: CITY OF SAN RAFAEL ESSENTIAL FACILITIES PROJECT -PUBLIC SAFETY CENTER ESCROW AGREEMENT FOR SECURITY DEPOSITS IN LIEU OF RETENTION FORM Dear Jamie: Enclosed, please find three originals of the above noted form. Would you please have all 3 signed and send 2 back to me? I will keep one for our records and forward the other to the Bank of Marin. Please let me know if you have any questions. Thank you! ,/ r'/ SincerejY'y 11 ~~ A-1 Dfllfo Karin M. Rome o Ext. 26/ kromeo@altenconstruction.com BID COORDINATOR 1141 Marina Way South Richmond CA 94804 I 2nd Office: 8055 Collins Dr Suite 208 Oakland CA 94621 P 510.234.4200 I F 510.234.4402 I Lie 705713 A B ESCROW AGREEMENT FOR SECURITY DEPOSITS IN LIEU OF RETENTION This Escrow Agreement is made and entered into by and between the City of San Rafael, whose address is 1400 Fifth Avenue, San Rafael, CA 94901. hereinafter called "Owner," Alten Construction, Inc. whose address is 1141 Marina Way South, Richmond, CA 94804 hereinafter called "Contractor" and Bank of Marin whose address is 4460 Redwood Hwv .. San Rafael, CA 94903 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 Construct Contract entered into between the Owner and Contractor for the "City of San Rafael Essential Facilities Construction Project -Public Safety Center", in the amount of $34,978,000 dated 12 /19 /17 (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 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 Contactor. Securities shall be held in the name of City of San Rafael, 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 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 contract 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) Contactor shall be responsible for paying all fees for the expenses incurred by Escrow Agent in administering the Escrow Account and all expenses of the Owner. These expenses and payment terms shall be determined by the Owner, Contactor, and 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 Contractor and shall be subject to withdrawal by Contractor at any time and from time to time without notice to the Owner. 6) Contactor 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. 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 fmal and complete, and that the Contractor has complied with all requirements and procedures applicable to the Contract, Escrow Agent shall release to 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 monies and securities on deposit and payments of fees and charges . 9) Escrow Agent shall rely on the written notifications from Owner and the Contractor pursuant to Sections (5) and (8), inclusive, of this Agreement and the Owner and Contractor shall hold Escrow Agent harmless from 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 Contractor in connection with the foregoing, and exemplars of their respective signatures are as follows: On behalf of Owner: City Manager Title Jim Schutz Name s~ 1400 Fifth Avenl/e, San Rafael, CA Address 94901 On behalf of Escrow Agent: 13\ ClXC/~ om V\Q~-e-, Title '['n' C,Q) t Ll OJ J. Y1Q Name Address On behalf of Contractor: Vice President Title Shannon M. Alten Name / VJ#/dJ sC:Jp=--- 114I Marina Way South. Richmond, CA 94804 Address Account # At the time the Escrow Account is opened, the Owner and Contractor shall deliver to the Escrow Agent a fully executed counterpart of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement by their proper offices on the date fIrst set forth above. Owner: Contractor: City Manager Vice President Title Title Jim Schutz Shannon M. Alten CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: Public Works Project Manager: Fabiola Guillen-Urfer Extension: 3435 Contractor Name: Alten Construction Contractor's Contact: Click here to enter text. Contact's Email: Click here to enter text. D FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION DEPARTMENT 1 Project Manager a. Email PINS Introductory Notice to Contractor b. Email contract (in Word) & attachments to City Atty c/o Laraine.Gittens@cityofsanrafael.org :z City Attorney a. Review, revise, and comment on draft agreement and return to Project Manager b. Confirm insurance requirements, create Job on PINS, send PINS insurance notice to contractor 3 Project Manager Forward three (3) originals of final agreement to contractor for their signature 4 Project Manager When necessary, * contractor-signed agreement agendized for Council approval *PSA > $20,000; or Purchase> $35,000; or Public Works Contract> $125,000 Date of Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 5 Project Manager Forward signed original agreements to City Attorney with printed copy of this routing form 6 City Attorney Review and approve hard copy of signed agreement 7 City Attorney Review and approve insurance in PINS, and bonds (for Public Works Contracts) 8 City Manager / Mayor Agreement executed by Council authorized official 9 City Clerk , Attest signatures, retains original agreement and / CYl f .Nd forwards copies to Project Manager (/ t..\-\-10\ COMPLETED DATE Click here to enter a date. Click here to enter a date. 3/12/2018 Click here to enter a date. Click here to enter a date. D N/A Or Click here to enter a date 3/12Jlq ~/12v t N\A REVIEWER Check/Initial D D IZl LG IZl N/A D D IJr ..., / ~ ~ ~IA I