IMCO General Construction Inc 11/13/2018 (2)

1 5. Bank Duties and Responsibilities. Although the Bank will be a joint payee of any Check,the Bank shall only have(a)those duties and responsibilities that a depository bank would have pursuant to Article 4 of the Uniform Commercial Code of the State of Washington for an item deposited to Bank and(b)those duties and responsibilities created by this Agreement. The Bank must not deliver to the Contractor all or any part of the securities or money held by the Bank pursuant to this Agreement(or any proceeds from the sale of such securities,or the negotiation of the City's warrants or checks)except in accordance with written instructions from the City. The City Clerk is authorized to give written instructions and the Finance Director or Treasurer(or its designee)is authorized to give written approval of securities. Written instructions and written approval of securities must be countersigned by the City Attorney. The City may designate different authorized persons from time to time by notifying the Bank in writing of the change,which notice must be countersigned by the City Attorney. 6. Change of Completion Date. Upon written request by the Bank, City shall advise the Bank in writing of any change in the Completion Date. If the changed Completion Date is later than the original Completion Date, the Bank may reinvest any funds on hand, cash balances or proceeds of Eligible Securities with maturities, reverse loads, etc. consistent with the later Completion Date. If the changed Completion Date is earlier than the original Completion Date, the Bank shall execute such transactions as are commercially reasonable to liquidate Eligible Securities in the Escrow Account no later than 25 calendar days after the earlier Completion Date. 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 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 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 1 "Agreement" shall mean this document, including exhibit, when completely executed by the City, Contractor and Bank. I "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. 10023829 City of Everett Public Works July 2018 , WPCF FEN Chlorination Building Upgrade Work Order 3614 RETAINAGE ESCROW AGREEMENT 00 61 25-2 Issue for Bid I