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EXHIBIT A <br /> ESCROW DEPOSIT AGREEMENT <br /> CITY OF EVERETT, WASHINGTON <br /> LIMITED TAX GENERAL OBLIGATION AND REFUNDING BONDS, 2003 <br /> THIS ESCROW AGREEMENT, dated as of , 2003 (herein, together <br /> with any amendments or supplements hereto, called the "Agreement") is entered into by and <br /> between the City of Everett, Washington (herein called the "City") and The Bank of New York, <br /> New York, New York as escrow agent (herein, together with any successor in such capacity, <br /> called the "Escrow Agent"). The notice addresses of the City and the Escrow Agent are shown <br /> on Exhibit A attached hereto and made a part hereof. <br /> WITNESSETH : <br /> WHEREAS, the City heretofore has issued and there presently remain outstanding the <br /> obligations described in Exhibit B attached hereto (the "Refunded Bonds"); and <br /> WHEREAS, pursuant to Ordinance No. adopted on December 11, 2002 (the <br /> "Bond Ordinance"), the City has determined to issue its Limited Tax General Obligation and <br /> Refunding Bonds, 2003 (the "Bonds"); and <br /> WHEREAS, the proceeds of the Bonds, together with a cash contribution from the City, <br /> are being used for the purpose of providing funds to pay the costs of refunding the Refunded <br /> Bonds; and <br /> WHEREAS, the Escrow Agent has reviewed the Bond Ordinance and this Agreement, <br /> and is willing to serve as Escrow Agent hereunder. <br /> WHEREAS, The Arbitrage Group, Certified Public Accountants of Tuscaloosa, <br /> Alabama has prepared a verification report which is dated , 2003 (the "Verification <br /> Report") relating to the source and use of funds available to accomplish the refunding of the <br /> Refunded Bonds, the investment of such funds and the adequacy of such funds and investments <br /> to provide for the payment of the debt service due on the Refunded Bonds. <br /> WHEREAS, pursuant to the Bond Ordinance, the Refunded Bonds have been designated <br /> for redemption prior to their scheduled maturity dates and, after provision is made for such <br /> redemption, the Refunded Bonds will come due in such years, bear interest at such rates, and be <br /> payable at such times and in such amounts as are set forth in Exhibit C attached hereto and made <br /> a part hereof; and <br /> WHEREAS, when Escrowed Securities have been deposited with the Escrow Agent for <br /> the payment of all principal and interest of the Refunded Bonds when due, then the Refunded <br /> Bonds shall no longer be regarded as outstanding except for the purpose of receiving payment <br /> from the funds provided for such purpose; and <br /> A-1 P.\CMW\CMW5IL 12/06/02 <br />