04-054.00 Washington Trust Bank: CenterPlace Escrow AgreementF..scr'ow No. 2308570772
' ~ Agency: City of Spokane Valley, Washington
Project Number. fltt_CtO~
Project Name: ant ~~as~ @ M~.rabeau T'oint Po_? n_ t
~stitnated Contract Completion Datc: gL~O~
CSCROW AGREF_yIENT
7'O: cda~l--i nr~.~Q.tl 't':-i i~ t- Rrank _
Trust Department
Main Branch -Attn: Lorip'Mar•otta.
P.O. Box 2127
Spokane, WA 99210-2127
"17te undersigned., Mooney and Pugh ContractUrs, Tnc. hereinafter referred to as the Contractor; has directed the
City of Spokane Valley, Washington, hereinafter referred to as the Agency, to deliver to you its warrants or checks which shall be
pa}able to you and the Contractor jointly. Such warrants or checks arc to be held and disposed of by you pursuant to RCW 60.28.010
and ut accordance with the following instructions and upon the terms and conditions hereafter set forth.
INSTRUCTIONS
I. Purpose and Scope. "1'he Agency shall deliver to you frorn time to time check or warrants payable jointly to you and the
Contractor. You arc hereby authorized by the Contractor to endorse in the Contractor's name any such check or vvarrattt so that you
may receive the proceeds thereof and invest the same as set forth herein.
2. Duties and Responsibilities. 7"he power of endorsement hereby granted to you by the Contractor shall be deemed a power carpled
with an interest and shall be irrevocable during the term of this escrow. Although you may he a payee named in such warrants or
checks as shall be delivered to you, your duties and responsibilities with respect to the s~une shall be only those dudes and
responsibilities which a depository bank would have pursuant to Article 4 of the Uniform Commercial Cade of the State of
Washington for an item deposited with it for collection as of the date such check or warrant shall be. delivered to you. The proceeds
from collections shall be used by you to purchase, as directed by the Contractor, bonds or other securities chosen by the Contractor
and approved by you, and the Agency. The collected funds shall be invested within two business days from receipt. Far the purpose
of each such purchase you may follow the last written direction received by you frorn the Contractor, provided such direction
otherwise conforms with the restriction on investments recited herein.
3. Authorized Investments. Following is a list of such bonds, or other securities approved by the Agency (must be AAA rated at
minunum). No further approval is necessary if any of these bands or securities are selected by the Contractor. Purchase of such
bonds or other securities shall be in a form which shall allow you alone to reconvert such bonds ar other securities into money if you
are required to do so by the Agency as provided in Paragraph 4 of this Fscrow Agr+eemeot.
APPROV1r17 '['YPES OF BONTaS OR SECURI'I"[L'S
a, I3ill5, Certificates, notes or bonds of the United States.
b. Other obligations of the United States or its agencies.
c. Time deposits in commercial banks.
d. Money market accounts that are fully collateralized by the above type instruments.
e. interest Bearing Savings account (v~dthin FDIC Insurance limits).
f. Municipal Bonds (minimum rating of AAA)
4. Disbursement of Funds. When and as interest on the securities held by you pursuant to this agreement accrues and is paid, you
shall collect such interest and forward it to the Contractor at its address designated below unless you are otherwise directed in writing
by the Contractor.
You are not authorized to deliver to the Contractor all or any part of the securities held by you pursuant to this agreement (or any
monies derived from the sale of such securities, or the negotiation of the Agency's warrants or checks) eXC.f;DI in accordance with the
written instructions from the Agency. The Agency shall inform you and keep you informed in writing of the name of [he person or
persons with authority to give you such written instructions. Compliance with such instructions shall relieve you of any further
liability related thereto. Upon request by you, the Agency shall advise you in Hriting of any change in the estimated completion date.
I f the completion date is changed, you are authorized to reinvest the monies held hereunder in accordance with the new estimated
Revised 11!04 Escrow Agreement Pace 1 oft
completion date.
In the event the Agency orders you to do so in writing, you shall, within thirty (30) days of receipt of such order, reconvert into money
the securities held by you pursuant [o this agreement and return such move}'together with any other monies, inchzding accrued interest
on such securities, held by you hereunder, to ~e Agency.
5. Compensation. The Contractor agrees to pay you as compensation for your services hereunder as follows:
Fees are to be taken against income earned, or against 6.nal distribution to the Contractor if the income is insufficient.
Payment of all escrow fees shall be the sole responsibility of the Contractor and shall not be deducted from any property placed with
you pursuant to this agreement until and unless the Agency directs the release to the Contractor. In the event that you are made a party
to any litigation with respect to the property held by you hereunder, or in the event that the conditions of this escrow are not promptly
fulfilled or that you are required to render any services not provided for in these instructions, or that there is any assignment of the
interests of this escrow or any modification hereof, you shall be entitled to reasonable compensation for such extraordinary services
from the Contractor and reimbursement from the Contractor or al] costs and expenses, including attorney fees occasioned by such
default, delay, controversy or litigation.
6. Termination of Escrow. Should you at any time and for any reason desire to be relieved of your obligations as escrow holder
hereunder, you shall give written notice to the Agency and the Contractor. The Agency and Contractor shall, within ten days of
receipt of such notice, appoint a successor escrow holder and instruct you to deliver the subject matter hereunder to said successor. )f
you are not notified of the appointment of a successor escrow holder within ten days, you may return the subject matter hereunder to
the Agency and upon doing so you shall be absolved from all further obligations in connection with this escrow.
7. Indemnification and Hold Harmless. The Contractor will indemnify and hold you, your directors, officers, employees and agents
harmless from and against any and all liability, demands, claims, actions, losses, interest, costs of defense, and expenses (including
reasonable attorney's fees) which arise out of your acts or omissions in connection with this agreement, except for your own gross
negligence or willful misconduct. The indemnification and hold harmless provisions set forth herein shall continue after termination
of this agreement.
8. Venue Stipulation. This agreement has and shall be construed as having been made and delivered in the State of Washington, and
the laws of the State of Washington shall be applicable to the construction and enforcement of this agreement or any provision hereto
shall be instituted only in the courts of competent jurisdiction within Spokane County, Washington.
9. hlotices. Any notice or other communication required or permitted hereunder shall b~e sufficiently even if sent by United States
mail first class, postage prepaid, addressed as follows:
To the Contractor:
IvlppiyQy i:iitl Pugh Carttractors , Inc .
P. (J. BaY 11737
Spokane, WA 99211
Attn. Barry A . Pugh
Phone: 509-535-8874
To the Financial Institution:
Washdrag~on TxY.I;~ Ban};
P.O. Box 2127
Spokane, Wt~ 99210-2127
Atfn. Lori. Nlar~ ti
Phone: 509-353-4108
To the Agency:
City of Spokane Valley, Washington
GO Spokane Valley Finance Department
11707 E. Sprague Avenue, Suite 106
Spokane Valley WA 99206
Phone: (509) 921-1000
Attn. Ken Thompson, Finance & Admin. Services Officer
Project 3dumber: 04-001
or such other address(es) as the parties may specify in writing as provided herein.
l0. Amendment and Sig atures. °fhis agreement may not be amended except in writing, executed by all parties hereto. This
agreement may be executed in counterparts, each of which so executed shall be deemed an original, irrespective of the date of
execution and delivery, and said counterparts shall constitute one and the same document.
11. This agreement shall nat be binding until executed by the Contractor and the Agency and accepted by you.
Re~~sed t lroa Escrow Agreement Page 2 of 2
l2.'•~rll writings contained herein. Thi! .vment contains the entire agreement between"~~~~~~~:::t, the Contractor and the Agency with
•-r-.~•
' respect to this escrow and you are not a party to nor bound by any instrument or agreement outer than this; you shall not be required to
take notice of any default or any other matter, not be bound by nor required to give notice or demand, or required to take any action
whatever except as herein expressly provided; you shall not he liable for any loss or damage not caused by your own negligence or
willful misconduct.
The foregoing provisions shall be binding upon the atsia s, successors, personal rcprescntatives and heirs of the parties hereto.
The undersigned have read and hereby approve [he instructions as given above governing the administration of this escrow and do
hereby execute this agrc:cmcnt.
Mooney and 1?ua)ii Co[tt~Ct~i;oL~. Inc CITY OF SPOKANE VALLEY, WASH.. 'GTON
CONT. AGENCY
Eiy: ~/tE~ By:
ZOb
The above esc w instructions received and accepted this day of -tCl~r/~~
(BanF:, Muhial Savings Bank, Savings and Loan Association, or'1"rust Cotnparty)
(Escrow Account Number)
13v
Title
Revised 11K14 Escrow Agreement f age 3 of 3