Shearer and Associates Inc 4/8/2020

7. Return of Funds to City. At the City's sole option and notwithstanding any other provision of this Agreement, the City may direct the Bank in writing to liquidate any and all Eligible Securities held in or for the Escrow Account and to deliver all funds, cash, accrued interest and proceeds in the Escrow Account to the City. Such liquidation shall occur within thirty-five (35) calendar days of receipt of the written direction. 8. Compensation of Bank. Contractor shall be solely responsible for, and shall pay separately to the Bank, any and all fees, charges, or commissions of the Bank relating to the Escrow Account. No fees, charges or commissions of any kind may be deducted by the Bank from any property, funds, proceeds or Eligible Securities in the Escrow Account until and unless the City directs the release of the Escrow Account to the Contractor, in which case the Bank is hereby granted a lien upon the property, proceeds or Eligible Securities in the Escrow Account for the entire amount of unpaid Bank fees, costs or charges arising out of or relating to the Escrow Account. Said lien arises and is effective upon the City's written direction to release the Escrow Account to the Contractor. The City shall not be liable for any fees, charges, expenses or commissions relating to the Escrow Account or any Eligible Securities. 9. Termination of Escrow By Bank. Bank may terminate the escrow by giving written notice to the City and Contractor. Within twenty(20) calendar days of the receipt of such notice, the City and Contractor shall jointly appoint a successor escrow holder and instruct Bank to deliver all securities and funds of the Escrow Account to said successor. If Bank is not so notified of the appointment of a successor escrow holder, Bank may return all funds, securities and contents of the Escrow Account to the City. 10. Definitions "Agreement" shall mean this document, including exhibit, when completely executed by the City, Contractor and Bank. "Bank" shall mean that national or state chartered bank identified in Exhibit A that holds the escrow. "Check" shall mean a check or warrant payable jointly to the Bank and Contractor, representing accrued Retainage. "City" shall mean the City of Everett, a municipal corporation of the State of Washington "Completion Date" shall mean that date occurring immediately after the expiration of the project duration(as defined by the contract for the public improvement), including any agreed extensions thereof. The initial Completion Date can be found at the top of the first page of this Agreement. "Contractor" shall mean the undersigned contractor. "Escrow Account" shall mean the escrow created by this Agreement. "Eligible Securities"are those bonds and securities identified in the paragraph entitled, Eligible Page -3 RETAINAGE ESCROW AGREEMENT