The Commission agrees: (a) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee/Escrow Agent , including without limitation the risk of the Trustee/Escrow Agent acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (b) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee/Escrow Agent and that there may be more secure methods of transmitting Instructio ns than the method(s) selected by the Commission; (c) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (d) to notify the Trustee/Escrow Agent immediately upon learning of any compromise or unauthorized use of the security procedures.
Except with respect to any future reinvestment or substitution of Government Securities as m
ay be directed by the Commission as set forth in Section 7 hereof, the Trustee/Escrow Agent hereby represents that, as of the date hereof, it does not need any further certificate or direction from any other party in order to carry out the terms of this Escrow Agreement.
Section 11. Irrevocable Instructions A s to N
otice of Redemption and Notice of
Defeasance. The Commission hereby directs the Trustee/Escrow Agent to give or cause to be given, and the Trustee/Escrow Agent agrees to give or cause to be given, notice of the redemption of the Refunded Bonds (a form of such notice being attached hereto as Exhibit D) at such time and in such manner as provided in the Indenture.
8 4886-4256-4365.3
Additionally, the Commission hereby directs the Trustee/Escrow Agent to give or cause to be given, and the Trustee/Escrow Agent hereby agrees to give or cause to be given on the date hereof, notice of the defeasance of the Refunded Bonds (a form of such notice being attached hereto as Exhibit E ). Such notice of defeasance shall be mailed (or delivered via such other approved delivery method, including via electronically) to The Depository Trust Company. The Trustee/Escrow Agent is hereby further instructed to mail and to file with the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access System (“EMMA”) upon the defeasance of the Refunded Bonds a notice of defeasance of the Refunded Bonds. The sole remedy for the Trustee/Escrow Agent’s failure to file such notice on EMMA shall be an action by the holders of the Refunded Bonds in mandamus for specific performance or similar remedy to compel performance.
The T
rustee/Escrow Agent hereby acknowledges that upon the funding of the Escrow Funds as provided in this Escrow Agreement, it is in receipt of the i tems constituting all of the conditions precedent to the r edemption of the Refunded Bonds under the Indenture and the Refunded Bonds shall be paid in accordance with the Indenture. Additionally, the Trustee/Escrow Agent hereby acknowledges the receipt of the documents required to be delivered to it in connection with the defeasance of the Refunded Bonds pursuant to the provisions of the Indenture, and upon redemption of the Refunded Bonds, the Refunded Bonds shall cease to be entitled to any lien, benefit or security under the Indenture.
Section 12. Amendments. T
his Escrow Agreement is made for the benefit of the
Commission and the holders from time to time of the Refunded Bonds and it shall not be repealed, revoked, altered or amended without the written consent of all such holders, the Trustee/Escrow Agent and the Commission; provided, however, but only after the receipt by the Trustee/Escrow Agent of an opinion of nationally recognized bond counsel that the exclusion from gross income of interest on the 2022CD Bonds (if applicable) and the Refunded Bonds (if applicable) will not be adversely affected for federal income tax purposes, the Commission and the Trustee/Escrow Agent may, without the consent of, or notice to, such holders, amend this Escrow Agreement or enter into such agreements supplemental to this Escrow Agreement as shall not materially adversely affect the rights of such holders and as shall not be inconsistent with the terms and provisions of this Escrow Agreement for any one or more of the following purposes: ( a) to cure any ambiguity or formal defect or omission in this Escrow Agreement; ( b) to grant to, or confer upon, the Trustee/Escrow Agent for the benefit of the holders of the Refunded Bonds any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such holders or the Trustee/Escrow Agent ; and ( c) to include under this Escrow Agreement additional funds, securities or properties. The Trustee/Escrow Agent shall be entitled to rely conclusively upon an unqualified opinion of nationally recognized bond counsel with respect to compliance with this Section 12, including the extent, if any, to which any change, modification, addition or elimination affects the rights of the holders of the Refunded Bonds or that any instrument executed hereunder complies with the conditions and provisions of this Section 12.
Section 13. Term. This Escrow Agreement shall commence upon its execution and delivery and shall terminate on the later to occur of either: ( a) the date upon which the Refunded Bonds have been paid in accordance with this Escrow Agreement; or ( b) the date upon which no unclaimed moneys remain on deposit with the Trustee/Escrow Agent and all amounts owed to the 9 4886-4256-4365.3
Trustee/Escrow Agent shall have been paid in full. Any unclaimed money shall be handled and disposed of in accordance with Section 6 hereof.
Section 14. Compensation. The Trustee/Escrow Agent shall receive its reasonable fees and expenses as previously agreed to; provided, however, that under no circumstance s shall the Trustee/Escrow Agent be entitled to any lien nor will it assert a lien whatsoever on any moneys or obligations in the Escrow Funds for the payment of fees and expenses for services rendered by the Trustee/Escrow Agent under this Escrow Agreement.
Section 15. Resignation or Removal of Trustee/Escrow Agent. The Trustee/Escrow Agent, may at any time resign by giving written notice to the Commission of such resignation.
The Commission may at any time remove the Trustee/Escrow Agen t, which is serving as Trustee/Escrow Agent for the Refunded Bonds, on behalf of and at the direction of the Commission, by giving written notice to the Trustee/Escrow Agent of such removal. The Commission shall promptly appoint a successor Trustee/Escrow Agent by the resignation or removal date. Resignation or removal of the Trustee/Escrow Agent will be effective only upon acceptance of appointment by a successor Trustee/Escrow Agent. If the Commission does not appoint a successor, the Trustee/Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Trustee/Escrow Agent, which court may thereupon, after such notice, if any, as it may deem proper and prescribe, and as may be required by law, appoint a successor Trustee/Escrow Agent . After receiving a notice of resignation of a Trustee/Escrow Agent, the Commission may appoint a temporary Trustee/Escrow Agent to replace the resigning Trustee/Escrow Agent until the Commission appoints a successor Trustee/Escrow Agent. Any such temporary Trustee/Escrow Agent so appointed by the Commission shall immediately and without further act be replaced by the successor Trustee/Escrow Agent so appointed.
Section 16. Severability. If any one or more of the covenants or agreements provided in this Escrow Agreement on the part of the Commission or the Trustee/Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenants or agreements shall be null and void and shall be deemed separate from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Escrow Agreement.
Section 17. Counterparts. This Escrow Agree ment may be executed in several counterparts, all or any of which shall be regarded for all purposes as one original and shall constitute and be but one and the same instrument.
Section 18. Governing Law. This Escrow Agreement shall be construed under the laws of the State of California.
Section 19. Holidays. If the date for making any payment or the last date for performance of any act or the exercising of any right, as provided in this Escrow Agreement, shall be a legal holiday or a day on which banking institutions in the city in which is located the principal office of the Trustee/Escrow Agent are authorized by law to remain closed, such payment may be made or act performed or right exercised on the next succeeding day not a legal holiday or a day on which such banking institutions are authorized by law to remain closed, with the same force and 10 4886-4256-4365.3
effect as if done on the nominal date provided in this Escrow Agreement, and no interest shall accrue for the period after such nominal date.
Section 20. Assignment. T his Escrow Agreement shall not be assigned by the Trustee/Escrow Agent or any successor thereto without the prior written consent of the Commission, except such assignment in connection with a merger, conversion or consolidation as described in Section 10 hereof shall not require such prior written consent of the Commission. [Remainder of page intentionally left blank]
S-1
4886-4256-4365.3
IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be executed by their duly authorized officers and attested as of the date and year first written above.
PUBLIC UTILITIES COMMISSION OF THE
CITY AND COUNTY OF SAN FRANCISCO
By
[_____________], [____________]
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee/Escrow Agent
By
[ ], Authorized Officer
[Signature page to Escrow Agreement (2016AB Bonds)]
4886-4256-4365.3
EXHIBIT A-1
REFUNDED 2016A BONDS
Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds
2016 Series A
(Green Bonds)
Maturity Date
(October 1)
Principal to be
Redeemed
Redemption
Price Redemption Date
CUSIP
Number
2023 $5,475,000 100% October 1, 2025 79768HCH9
2024 5,760,000 100 October 1, 2025 79768HCJ5
2025 6,055,000 100 October 1, 2025 79768HCK2
2026 6,365,000 100 October 1, 2025 79768HCL0
2027 6,690,000 100 October 1, 2025 79768HCM8
2028 7,035,000 100 October 1, 2025 79768HCN6
2029 7,395,000 100 October 1, 2025 79768HCP1
2030 7,775,000 100 October 1, 2025 79768HCQ9
2031 8,170,000 100 October 1, 2025 79768HCR7
2032 8,590,000 100 October 1, 2025 79768HCS5
2033 9,030,000 100 October 1, 2025 79768HCT3
2034 9,495,000 100 October 1, 2025 79768HCU0
2035 9,980,000 100 October 1, 2025 79768HCV8
2036 10,495,000 100 October 1, 2025 79768HCW6
2037 10,975,000 100 October 1, 2025 79768HCX4
2038 11,425,000 100 October 1, 2025 79768HCY2
2039 11,890,000 100 October 1, 2025 79768HCZ9
2040 12,375,000 100 October 1, 2025 79768HDA3
2042* 26,285,000 100 October 1, 2025 79768HDC9
2046* 59,320,000 100 October 1, 2025 79768HDB1
* Term bond.
4886-4256-4365.3
EXHIBIT A-2
REFUNDED 2016B BONDS
Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds
2016 Series B
Maturity Date
(October 1)
Principal to be
Redeemed
Redemption
Price Redemption Date
CUSIP
Number
2023 $1,545,000 100% October 1, 2025 79768HDD7
2024 1,625,000 100 October 1, 2025 79768HDE5
2025 1,705,000 100 October 1, 2025 79768HDF2
2026 1,795,000 100 October 1, 2025 79768HDG0
2027 1,885,000 100 October 1, 2025 79768HDH8
2028 1,980,000 100 October 1, 2025 79768HDJ4
2029 2,085,000 100 October 1, 2025 79768HDK1
2030 2,190,000 100 October 1, 2025 79768HDL9
2031 2,305,000 100 October 1, 2025 79768HDM7
2032 2,420,000 100 October 1, 2025 79768HDNS
2033 2,545,000 100 October 1, 2025 79768HDP0
2034 2,675,000 100 October 1, 2025 79768HDQ8
2035 2,815,000 100 October 1, 2025 79768HDR6
2036 2,960,000 100 October 1, 2025 79768HDS4
2037 3,095,000 100 October 1, 2025 79768HDT2
2038 3,220,000 100 October 1, 2025 79768HDU9
2039 3,350,000 100 October 1, 2025 79768HDV7
2040 3,490,000 100 October 1, 2025 79768HDW5
2042* 7,410,000 100 October 1, 2025 79768HDY1
2046* 16,725,000 100 October 1, 2025 79768HDX3
* Term bond.
4886-4256-4365.3
EXHIBIT B-1
INITIAL GOVERNMENT SECURITIES
(REFUNDED 2016A BONDS ESCROW FUND)
Maturity Date Type Coupon Price Par Amount Total Cost
Uninvested cash: $[•]
4886-4256-4365.3
EXHIBIT B-2
INITIAL GOVERNMENT SECURITIES
(REFUNDED 2016B BONDS ESCROW FUND)
Maturity Date Type Coupon Price Par Amount Total Cost
Uninvested cash: $[•]
4886-4256-4365.3
EXHIBIT C-1
DISBURSEMENTS/PAYMENT REQUIREMENTS FROM
REFUNDED 2016A BONDS ESCROW FUND
Redemption Date
Principal
Interest
Total
4886-4256-4365.3
EXHIBIT C-2
DISBURSEMENTS/PAYMENT REQUIREMENTS FROM
REFUNDED 2016B BONDS ESCROW FUND
Redemption Date
Principal
Interest
Total
4823-8142-5208.1
EXHIBIT D
FORM OF NOTICE OF REFUNDED BONDS REDEMPTION
Public Utilities Commission of the City and
County of San Francisco
Wastewater Revenue Bonds
2016 Series A
(Green Bonds)
Public Utilities Commission of the City and
County of San Francisco
Wastewater Bonds
2016 Series B
NOTICE IS HEREBY GIVEN , that the Public Utilities Commission of the City and County of San Francisco (the “Commission”) has called for redemption on October 1, 2025 (the “Redemption Date”) all of the bonds listed below (collectively, the “Bonds”) at a redemption price of 100% (the “Redemption Price”), together with accrued interest to the Redemption Date. On the Redemption Date, there will become due and payable the Redemption Price of the Bonds, together with interest accrued thereon to t he Redemption Date. From and after the Redemption Date, interest shall cease to accrue on the Bonds and the Bonds shall be surrendered.
D-2
Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds
2016 Series A
(Green Bonds)
CUSIP NUMBER
(Base: 79768H)
MATURITY DATE
(OCTOBER 1) AMOUNT
CH9 2023 $5,475,000
CJ5 2024 5,760,000
CK2 2025 6,055,000
CL0 2026 6,365,000
CM8 2027 6,690,000
CN6 2028 7,035,000
CP1 2029 7,395,000
CQ9 2030 7,775,000
CR7 2031 8,170,000
CS5 2032 8,590,000
CT3 2033 9,030,000
CU0 2034 9,495,000
CV8 2035 9,980,000
CW6 2036 10,495,000
CX4 2037 10,975,000
CY2 2038 11,425,000
CZ9 2039 11,890,000
DA3 2040 12,375,000
DC9 2042 26,285,000
DB1 2046 59,320,000
D-3
Public Utilities Commission of the City and County of San Francisco Wastewater Bonds
2016 Series B
CUSIP NUMBER
(Base: 79768H)
MATURITY DATE
(OCTOBER 1) AMOUNT
DD7 2023 $1,545,000
DE5 2024 1,625,000
DF2 2025 1,705,000
DG0 2026 1,795,000
DH8 2027 1,885,000
DJ4 2028 1,980,000
DK1 2029 2,085,000
DL9 2030 2,190,000
DM7 2031 2,305,000
DNS 2032 2,420,000
DP0 2033 2,545,000
DQ8 2034 2,675,000
DR6 2035 2,815,000
DS4 2036 2,960,000
DT2 2037 3,095,000
DU9 2038 3,220,000
DV7 2039 3,350,000
DW5 2040 3,490,000
DY1 2042 7,410,000
DX3 2046 16,725,000
Payment of the Redemption Price on the Bonds called for redemption, together with accrued interest thereon to the Redemption Date, will be paid only upon presentation and surrender thereof in the following manner (if delivery is by mail, registered mail with return receipt request is recommended):
[____________]
IMPORTANT NOTICE
Withholding of 24% of gross redemption proceeds of any payment made within the United States may be required by the Jobs and Growth Tax Relief Reconciliation Act of 2003 (the “Act”), unless U.S. Bank Trust Company, National Association ( as successor in int erest to U.S. Bank, National Association), as Trustee/Escrow Agent (the “Escrow Agent”), for the Bonds, has the correct taxpayer identification number (social security or employer identification number) or exemption certificate of the payee. Please furnis h a properly completed Form W-9 or exemption certificate or equivalent when presenting your securities.
The Commission and the Trustee/Escrow Agent shall not be held responsible for the selection or use of CUSIP numbers, nor is any representation made as t o their correctness as D-4
indicated in the notice or as printed on any bond. They are included solely for convenience of the owners of the Bonds.
Dated: ______________.
Public Utilities Commission of the City and County of San Francisco By: U.S. Bank Trust Company, National Association, as Trustee/Escrow Agent
4886-4256-4365.3
EXHIBIT E
FORM OF NOTICE OF REFUNDED BONDS DEFEASANCE
Public Utilities Commission of the City and
County of San Francisco
Wastewater Revenue Bonds
2016 Series A
(Green Bonds)
Public Utilities Commission of the City and
County of San Francisco
Wastewater Bonds
2016 Series B
Notice is hereby given to the owners of the bonds described below (collectively, the “Defeased Bonds”): (i) that there has been deposited with U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank, National Association) , as trustee and escrow agent (the “ Trustee/Escrow Agent”) , pursuant to the Escrow Agreement, dated as of May [_], 2022, by and between the Public Utilities Commission of the City and County of San Francisco (the “Commission ”), and the Trustee/Escrow Agent , moneys and investment securities, as permitted by the Indenture, dated as of January 1, 2003, by and between the Commission and U.S.
Bank Trust Company, National Association (as successor in interest to U.S. Bank, National Association), as amended and supplemented, and as supplemented by that certain Four th Supplemental Indenture, dated as of May 1, 2016 (the “Fourth Supplemental Indenture”, and together with the Original Indenture, the “Indenture”), by and between the Commission and the Trustee/Escrow Agent, which the Defeased Bonds were issued, that the principal of and interest on which when due will provide moneys which, [together with such other moneys deposited with the Trustee/Escrow Agent], will be sufficient (as evidenced by a verification report prepared by an independent certified public accountant and delivered to the Commission and the Trustee/Escrow Agent) and available to redeem the Defeased Bonds on [October 1], 2022, at a r edemption price equal to 100% of the aggregate principal amount of the Defeased Bonds plus accrued interest with respect thereto; and (ii) that the Defeased Bonds are deemed to be paid for purposes of the Indenture and all obligations of the Commission under the Indenture with respect to the Defeased Bonds have ceased and terminated, except as expressly set forth therein. The Defeased Bonds are as follows:
E-2
4886-4256-4365.3
Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds
2016 Series A
(Green Bonds)
CUSIP NUMBER
(Base: 79768H)
MATURITY DATE
(OCTOBER 1) AMOUNT
CH9 2023 $5,475,000
CJ5 2024 5,760,000
CK2 2025 6,055,000
CL0 2026 6,365,000
CM8 2027 6,690,000
CN6 2028 7,035,000
CP1 2029 7,395,000
CQ9 2030 7,775,000
CR7 2031 8,170,000
CS5 2032 8,590,000
CT3 2033 9,030,000
CU0 2034 9,495,000
CV8 2035 9,980,000
CW6 2036 10,495,000
CX4 2037 10,975,000
CY2 2038 11,425,000
CZ9 2039 11,890,000
DA3 2040 12,375,000
DC9 2042 26,285,000
DB1 2046 59,320,000
E-3
4886-4256-4365.3
Public Utilities Commission of the City and County of San Francisco Wastewater Bonds
2016 Series B
CUSIP NUMBER
(Base: 79768H)
MATURITY DATE
(JUNE 15) AMOUNT
DD7 2023 $1,545,000
DE5 2024 1,625,000
DF2 2025 1,705,000
DG0 2026 1,795,000
DH8 2027 1,885,000
DJ4 2028 1,980,000
DK1 2029 2,085,000
DL9 2030 2,190,000
DM7 2031 2,305,000
DNS 2032 2,420,000
DP0 2033 2,545,000
DQ8 2034 2,675,000
DR6 2035 2,815,000
DS4 2036 2,960,000
DT2 2037 3,095,000
DU9 2038 3,220,000
DV7 2039 3,350,000
DW5 2040 3,490,000
DY1 2042 7,410,000
DX3 2046 16,725,000
All Defeased Bonds shall be surrendered at the following address:
Delivery Instructions:
[________]
The Commission and Trustee/Escrow Agent shall not be held responsible for the selection or use of CUSIP numbers, nor is any representation made as to the correctness of the CUSIP number either as printed on any Defeased Bonds or as contained herein and any error in the CUSIP number shall not affect the validity of the proceedings for redemption and defeasance of the Defeased Bonds.
[After the date hereof, in accordance with the terms of the Indenture, the Trustee/Escrow Agent has been directed by the Commission to mail, or cause to be mailed, a redemption notice relating to the Defeased Bonds that will be redeemed, on [__________, 2022].] Dated: [_________].
Public Utilities Commission of the City and County of San Francisco
E-4
4886-4256-4365.3
By: U.S. Bank Trust Company, National Association,
as Trustee/Escrow Agent