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EXHIBIT B <br /> COSTS OF ISSUANCE AGREEMENT <br /> CITY OF EVERETT, WASHINGTON <br /> LIMITED TAX GENERAL OBLIGATION REFUNDING BONDS, 2019 <br /> THIS COSTS OF ISSUANCE AGREEMENT, dated as of October , 2019 (herein, <br /> together with any amendments or supplements hereto, called the "Agreement"), is entered into <br /> by and between the City of Everett, Washington, (herein called the "City") and <br /> , as Escrow Agent (herein, together with <br /> any successor in such capacity, called the "Escrow Agent"). <br /> WITNESSETH : <br /> WHEREAS, pursuant to Ordinance No. passed on September 25, 2019 (the "Bond <br /> Ordinance"), the City has determined to issue its Limited Tax General Obligation Refunding <br /> Bonds, 2019 (the "Bonds"); and <br /> WHEREAS, simultaneously herewith, the City is entering into an Escrow Deposit <br /> Agreement, dated October _, 2019 under which the Escrow Agent will hold invested proceeds <br /> of the Bonds in order to pay and redeem the 2014 Bonds under the terms set forth therein; and <br /> WHEREAS, certain proceeds of the Bonds will be delivered to the Escrow Agent on the <br /> date of issuance of the Bonds that are required to be disbursed to pay costs of issuance of the <br /> Bonds; and <br /> WHEREAS, the Escrow Agent has agreed, without additional compensation to disburse <br /> the Bond proceeds received to pay costs of issuance under the terms of this Agreement; <br /> Section 1. Deposit in the Costs of Issuance Fund. <br /> The Escrow Agent has created on its books a special trust fund and escrow fund to be <br /> known as the Costs of Issuance Fund. The Escrow Agent agrees that upon receipt it will deposit <br /> to the credit of the Costs of Issuance Fund Account the sum of$ to pay those costs <br /> of issuance set forth on Exhibit A. Such deposit, all proceeds therefrom, and all cash balances on <br /> deposit therein shall be the property of the Costs of Issuance Fund to pay those costs of issuance <br /> set forth on Exhibit A upon receipt of invoices. If any of the $ deposit allocated for <br /> costs of issuance for the Bonds remains unspent on December _, 2019, the Escrow Agent shall <br /> transfer such unspent amount to the City, and this Agreement shall be deemed fully performed <br /> and terminated. <br /> B-1 502395238 v2 <br />