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3 <br /> EXHIBIT A <br /> ESCROW DEPOSIT AGREEMENT <br /> CITY OF EVERETT, WASHINGTON <br /> WATER AND SEWER REVENUE REFUNDING BONDS,2013 <br /> THIS ESCROW AGREEMENT, dated as of February , 2013 (herein, together with <br /> any amendments or supplements hereto, called the "Agreement") is entered into by and between <br /> the City of Everett, Washington (herein called the "City") and U.S. Bank National Association, <br /> Seattle, Washington as escrow agent(herein, together with any successor in such capacity, called <br /> the "Escrow Agent"). The notice addresses of the City and the Escrow Agent are shown on <br /> 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. passed on January 23, 2013 (the "Bond <br /> Ordinance"), the City has determined to issue its Water and Sewer Revenue Refunding Bonds, <br /> 2013 (the"Bonds"); and <br /> WHEREAS, the proceeds of the Bonds are being used for the purpose of providing funds <br /> to pay the costs of refunding the Refunded Bonds; and <br /> WHEREAS, , has prepared a verification report which is dated <br /> February , 2013 (the "Verification Report")relating to the source and use of funds available to <br /> accomplish the refunding of the Refunded Bonds, the investment of such funds and the adequacy <br /> of such funds and investments to provide for the payment of the debt service due on the <br /> Refunded Bonds; and <br /> WHEREAS, simultaneously herewith, the City is entering into a Cost of Issuance <br /> Agreement with the Escrow Agent to provide for the payment of costs of issuance relating to the <br /> Bonds; and <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:\20287_CMW120287_9RC 01/02/13 <br /> 66 <br />