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ESCROW DEPOSIT AND TRUST AGREEMENT <br />Relating to <br />$26,870,000 <br />City of Redwood City Public Financing Authority <br />Water Revenue Refunding Bonds, Series 2013 <br />This ESCROW DEPOSIT AND TRUST AGREEMENT (this “Agreement”), dated _____, <br />2024, is among the CITY OF REDWOOD CITY, a charter city and municipal corporation <br />organized and existing under its charter and the Constitution and laws of the State of California <br />(the “City”), the CITY OF REDWOOD CITY PUBLIC FINANCING AUTHORITY, a joint powers <br />authority, operating and acting pursuant to the laws of the State of California (the “Authority”) <br />and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association <br />organized and existing under the laws of the United States of America, acting as escrow agent <br />for the 2013 Bonds described below (the “Escrow Agent”) and as trustee (the “2013 Trustee”) <br />for the 2013 Bonds. <br />BACKGROUND: <br />1.The City is authorized by its Charter and the laws of the State of California to acquire <br />and improve certain improvements (the “Project”) to the City’s water system (the “Enterprise”) <br />and to finance and refinance such Project through the execution of installment purchase <br />contracts. <br />2.The Authority is a joint exercise of powers authority duly organized and existing <br />pursuant to a Joint Exercise of Powers Agreement, dated as of June 18, 1991, by and between <br />the City and the Successor Agency to the Redevelopment Agency of the City of Redwood City. <br />3.In order to provide funds to finance the Project, the City previously caused the <br />Authority to issue its $26,870,000 City of Redwood City Public Financing Authority Water <br />Revenue Refunding Bonds, Series 2013 (the “2013 Bonds”) pursuant to an Indenture of Trust, <br />dated as of June 1, 2013 (the “2013 Indenture”), by and between the Authority and the 2013 <br />Trustee. The outstanding 2013 Bonds are described on Attachment 1. <br />4.The 2013 Bonds are payable from installment payments (the “2013 Installment <br />Payments”) made by the City to the Authority under an Installment Purchase Contract dated as <br />of June 1, 2013 (the “2013 Installment Purchase Contract”). <br />5.Pursuant to Section 6.01 of the 2013 Installment Purchase Contract, the City has the <br />right to prepay all or a portion of the 2013 Installment Payments on any date on or after <br />February 1, 2023, from any available source of funds, at a prepayment price equal to the <br />principal amount of the 2013 Bonds to be prepaid from the proceeds of such prepayment <br />pursuant to Section 4.01(b) of the 2013 Indenture, together with accrued interest thereon to the <br />prepayment date without premium. <br />6.Pursuant to Section 6.03 of the 2013 Installment Purchase Contract, the City may <br />secure the payment of all or a portion of the 2013 Installment Payments by a deposit with the <br />2013 Trustee as escrow holder under an escrow deposit and trust agreement, of either (i) cash <br />in an amount, which together with available amounts on deposit in the Payment Fund (as <br />8.A. - Page 241 of 255 <br />869