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I <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 />62A-1 PA20287 CM V0287 9RC 01102113 <br />