ESCROW DEPOSIT AND TRUST AGREEMENT
By and between
CITY OF SAN JACINTO,
for and on behalf of,
COMMUNITY FACILITIES DISTRICT NO. 2002-1
(RANCHO SAN JACINTO, PHASE 2)
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
as Escrow Agent
Dated as of [June] 1, 2026
Related to
CITY OF SAN JACINTO
COMMUNITY FACILITIES DISTRICT NO. 2002-1
(RANCHO SAN JACINTO, PHASE 2)
2016 SPECIAL TAX REFUNDING BONDS
1 ESCROW DEPOSIT AND TRUST AGREEMENT
This ESCROW DEPOSIT AND TRUST AGREEMENT, dated as of [June] 1, 2026 (the “Escrow Agreement”), is by and between the CITY OF SAN JACINTO (the “City”) for and on behalf of CITY OF SAN JACINTO COMMUNITY FACILITIES DISTRICT NO. 2002-1, a community facilities district organized and existing by virtue of the Constitution and laws of the State of California (the “District”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as successor to the Prior Fiscal Agent (defined below), as Escrow Agent (the “Escrow Agent”).
W I T N E S S E T H:
WHEREAS, the District has heretofore entered into that certain Fiscal Agent Agreement, dated as of March 1, 2016 (the “Prior Fiscal Agent Agreement”), with U.S. Bank Trust Company, National Association, formerly known as MUFG Union Bank, N.A., as fiscal agent (the “Prior Fiscal Agent”); and
WHEREAS, pursuant to the Prior Fiscal Agent Agreement the City, acting for and on behalf of the District, issued the City of San Jacinto $17,975,000 Community Facilities District No. 2002-1 (Rancho San Jacinto, Phase 2) 2016 Special Tax Refunding Bonds (the “Prior Bonds”); and
WHEREAS, the Prior Fiscal Agent Agreement provides that the District shall have the option to pay and discharge the entire indebtedness on the Prior Bonds outstanding by irrevocably depositing with the Prior Fiscal Agent, in trust, cash and Federal Securities (as defined in the Prior Fiscal Agent Agreement) in such amount as the District shall determine as confirmed by an independent certified public accountant will, together with interest to accrue thereon and moneys then on deposit in certain funds and accounts established pursuant to the Prior Fiscal Agent Agreement and certain additional moneys then on deposit with the District, fully sufficient to pay and discharge the indebtedness on such Prior Bonds (including all principal, interest and redemption premiums) at or before their respective maturity dates; and WHEREAS, the City and the District have determined that it is in the best interests of the District at this time to refinance the Prior Bonds and cause the redemption thereof on [__________], 2026 at a redemption price of 100% of the principal amount thereof, plus accrued interest thereon to the date of redemption; and
WHEREAS, the City and the District propose to make and/or cause the deposit of moneys with the Escrow Agent and to appoint the Escrow Agent as their agent for the purpose of applying said deposit to the payment and redemption of the Prior Bonds in accordance with the instructions provided by this Escrow Agreement and the Prior Fiscal Agent Agreement, and the Escrow Agent will accept said appointment; and
WHEREAS, to obtain moneys to make such deposit, the District proposes to issue its $[__________] Community Facilities District No. 2002-1 (Rancho San Jacinto, Phase 2) 2026 Special Tax Refunding Bonds (the “Bonds”) pursuant to that certain Fiscal Agent Agreement, dated as of June 1, 2026 (the “Fiscal Agent Agreement”), by and between the Community Facilities 2 District and U.S. Bank Trust Company, National Association, as fiscal agent (the “Fiscal Agent”); and
WHEREAS, the City and the District wish to make such deposit with the Escrow Agent and to enter into this Escrow Agreement for the purpose of providing the terms and conditions for the deposit and application of amounts so deposited; and WHEREAS, the Escrow Agent has full powers to act with respect to the irrevocable escrow and trust created herein and to perform the duties and obligations to be undertaken pursuant to this Escrow Agreement. Any defined terms used herein, but not specifically defined, shall have the meaning given in the Prior Fiscal Agent Agreement.
NOW, THEREFORE, in consideration of the above premises and of the mutual promises and covenants herein contained and for other valuable consideration, the parties hereto do hereby agree as follows:
Section 1. Appointment of Escrow Agent. The City and the District hereby appoints the Escrow Agent as Escrow Agent for all purposes of this Escrow Agreement and in accordance with the terms and provisions of this Escrow Agreement, and the Escrow Agent hereby accepts such appointment.
Section 2. Establishment of Escrow Fund. There is hereby created by the City and the District with, and to be held by, the Escrow Agent , an irrevocable escrow to be maintained in trust by the Escrow Agent on behalf of the District and for the benefit of the owners of the Prior Bonds, said escrow to be designated the “Escrow Fund.” All moneys deposited in the Escrow Fund shall be held as a special fund for the payment of the debt service payments in accordance with the provisions of the Prior Fiscal Agent Agreement. If at any time the Escrow Agent shall receive actual knowledge that the moneys in the Escrow Fund will not be sufficient to make any payment required by Section 3 hereof, the Escrow Agent shall notify the District of such fact and the District shall immediately cure such deficiency.
Section 3. Deposit into Escrow Fund. Prior to or concurrently with delivery of the Bonds, the City and the District shall cause to be transferred to the Escrow Agent for deposit into the Escrow Fund the amount of $[__________] (the “Escrow Fund Deposit Amount”) in immediately available funds, and the Escrow Agent shall have no obligation to perform any duties hereunder until such funds are received and confirmed as immediately available which shall be derived as follows: (a) $[__________] with respect to the Prior Bonds representing funds on deposit in the Reserve Fund, (b) $[__________] to come from the District held for purposes of paying debt service on the Prior Bonds, (c) $[__________] with respect to the Prior Bonds representing funds on deposit in the Special Tax Fund, and (d) $[__________] to come from the Fiscal Agent pursuant to the Fiscal Agent Agreement from the proceeds of the Bonds. The amount of $[_________] shall be invested in Escrowed Securities as identified in Section 4 below and the remaining $[_______]_ shall be held in cash, uninvested. 3 Causey Public Finance, LLC, certified public accountants, has prepared a report at to the sufficiency of the Escrow Fund Deposit Amount to pay the principal and interest on the outstanding Prior Bonds on [___], 2026 (the “Verification Report”), a copy of which is attached as Exhibit B hereto and incorporated herein by this reference.
Section 4. Instructions as to Application of Deposit. The amount deposited in the Escrow Fund and identified in Section 3 above to be invested in Escrowed Securities shall be invested in those securities listed in Exhibit A (the “Escrow Securities”) hereto and then applied for the sole purpose of paying the principal of and interest with respect to the Prior Bonds coming due and payable on [September 1], 2026, and the redemption price and accrued interest on all of the Prior Bonds called for redemption on [September 1], 2026. Any funds on hand with the Escrow Agent on the day after redemption of the Prior Bonds and not needed for the prepayment of Prior Bonds shall be returned to the District and used for any lawful purposes thereof.
Section 5. Instructions to Escrow Agent. The District hereby irrevocably directs and instructs the Escrow Agent to redeem the outstanding Prior Bonds in full on September 1, 2026 at a redemption price equal to the principal amount thereof, together with accrued interest to the date of redemption, all as more particularly set forth in Exhibit B to the Verification Report. The Escrow Agent may rely conclusively on the Verification Report and shall have no duty to independently verify the sufficiency of funds or the accuracy of calculations contained therein.
For such purpose of call and redemption prior to maturity of the Prior Bonds, the Community Facilities District hereby instructs the Escrow Agent, and the Escrow Agent hereby agrees to cause to be given notice of redemption of the Prior Bonds on or before August 1, 2026, such notice of redemption to be given substantially in the form set forth in Exhibit C-2 attached hereto and hereby made a part hereof and timely for redemption of the Prior Bonds on September 1, 2026, in accordance with the applicable provisions of the Prior Fiscal Agent Agreement; provided that the Escrow Agent receives written instructions and all necessary information from the District at least ten (10) business days prior to the required notice date. The Escrow Agent shall have no liability for any failure to give notice if such instructions and information are not timely received. Additionally, the District hereby instructs the Escrow Agent and the Escrow Agent hereby agrees to cause to be given notice of defeasance of the Prior Bonds, such notice of defeasance to be given substantially in the form set forth in Exhibit C-1 attached hereto.
Section 6. Application of Certain Terms of Prior Fiscal Agent Agreement. All of the terms of the Prior Fiscal Agent Agreement relating to the making of payments of principal and interest with respect to the Prior Bonds are incorporated in this Escrow Agreement as if set forth in full herein. The provisions of the Prior Fiscal Agent Agreement relating to the limitations from liability and protections afforded the Prior Fiscal Agent and the resignation and removal of the Prior Fiscal Agent are also incorporated in this Escrow Agreement as if set forth in full herein and shall be the procedure to be followed with respect to any resignation or removal of the Escrow Agent hereunder.
Section 7. Compensation to Escrow Agent. The District shall pay the Escrow Agent full compensation for its duties under this Escrow Agreement, including reasonable costs such as publication costs, prepayment or redemption expenses, legal fees and other costs and expenses relating hereto pursuant to a separate agreement between the Community Facilities District and 4 the Escrow Agent. All such compensation and expenses shall be paid within thirty (30) days of invoice. Under no circumstances shall amounts deposited in the Escrow Fund be deemed to be available for said purposes.
Section 8. Liabilities and Obligations of Escrow Agent. The Escrow Agent shall have no obligation to make any payment or disbursement of any type or incur any financial liability in the performance of its duties under this Escrow Agreement unless the District shall have deposited sufficient funds with the Escrow Agent to satisfy such obligation. The Escrow Agent may rely conclusively and shall be fully protected in acting or refraining from acting upon any written instructions, notice, request, consent, certificate, or other document believed by it to be genuine and to have been signed or presented by the proper party or parties (including the written instructions of the City and/or the District or its agents) relating to any matter or action as Escrow Agent under this Escrow Agreement. The Escrow Agent shall have no duty to investigate or verify the authenticity of any such document or the authority of any person providing instructions.
The Escrow Agent only undertakes such duties as specifically set forth herein and no implied duties or obligations shall be read into this Escrow Agreement against the Escrow Agent.
The District hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated) to indemnify, protect, save and hold harmless the Escrow Agent and its respective successors, assigns, agents and servants from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, at any time, the Escrow Agent (whether or not also indemnified against by any other person under any other agreement or instrument) and in any way relating to or arising out of the execution and delivery of this Escrow Agreement, the establishment of the Escrow Fund, the retention of the moneys therein and any payment, transfer or other application of moneys or securities by the Escrow Agent in accordance with the provisions of this Escrow Agreement, or as may arise by reason of any act, omission or error of the Escrow Agent made in good faith in the conduct of its duties; provided, however, that the District shall not be required to indemnify the Escrow Agent against its own gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction. The indemnities contained in this Section 8 shall survive the termination of this Escrow Agreement and the resignation and removal of the Escrow Agent.
The Escrow Agent shall not have any liability hereunder except to the extent of its own gross negligence or willful misconduct, as finally determined by a court of competent jurisdiction.
In no event shall the Escrow Agent be liable for any special, indirect, punitive, or consequential damages (or lost profits or loss of business opportunity) even if advised of the possibility of such.
The Escrow Agent may consult with counsel of its own choice and the opinion of such counsel (at the cost and expense of the District) and shall be full and complete authorization to take or suffer in good faith any action hereunder in accordance with such opinion of counsel.
The Escrow Agent shall not be responsible or otherwise liable for any of the recitals or representations of the District contained herein.
5 No provision of this Escrow Agreement shall require the Escrow Agent to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its duties hereunder, or in the exercise of its rights or powers.
Section 9. Amendment. This Escrow Agreement may be modified or amended at any time by a supplemental agreement which shall become effective when the written consents of the owners of one hundred percent (100%) in aggregate principal amount of the Prior Bonds then outstanding shall have been filed with the Escrow Agent. This Escrow Agreement may be modified or amended at any time by a supplemental agreement, without the consent of any such owners, but only (1) to add to the covenants and agreements of any party, other covenants to be observed, or to surrender any right or power herein or therein reserved to the Community Facilities District, (2) to cure, correct or supplement any ambiguous or defective provision contained herein, or (3) in regard to questions arising hereunder or thereunder, as the parties hereto or thereto may deem necessary or desirable and which, in the opinion of counsel, shall not adversely affect the interests of the owners of the Prior Bonds or the Bonds, and that such amendment will not cause interest on the Prior Bonds or the Bonds to become subject to federal income taxation.
Section 10. Termination; Unclaimed Money. This Escrow Agreement shall terminate when the Prior Bonds have been paid; provided, however, that (i) money held by the Escrow Agent pursuant to this Escrow Agreement for the payment and discharge of any of the Prior Bonds (which shall not be payable as to interest from and after the date set for redemption) which remain unclaimed for two (2) years after such payments were due, shall be repaid by the Escrow Agent to the Community Facilities District free from the trust created by the Prior Fiscal Agent Agreement and this Escrow Agreement, and the Escrow Agent shall thereupon be released and discharged with respect thereto and hereto and all liability of the Escrow Agent with respect to such money shall thereupon cease and (ii) excess moneys held by the Escrow Agent not needed for the payment and discharge of the Prior Bonds shall be transferred to the Bond Fund under the Fiscal Agent Agreement.
Section 11. Severability. If any section, paragraph, sentence, clause or provision of this Escrow Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, sentence, clause or provision shall not affect any of the remaining provisions of this Escrow Agreement.
Section 12. Notice to Escrow Agent, the City and the District. Any notice or demand which by any provision of this Escrow Agreement is required or permitted to be given or served by the Escrow Agent to or on the City and/or the District may be given or served by being deposited postage prepaid in a post office letter box addressed (until another address is filed by the City and/or the District with the Fiscal Agent) as follows:
City of San Jacinto Community Facilities District No. 2002-1 c/o City of San Jacinto
595 S. San Jacinto Avenue
San Jacinto, California 92583
Attention: City Manager
6 Any notice or demand which by any provision of this Escrow Agreement is required or permitted to be given or served by the City and/or the Community Facilities District to or on the Fiscal Agent may be given or served by being deposited postage prepaid in a post office letter box addressed (until another address is filed by the Fiscal Agent with the City and/or the District) as follows:
U.S. Bank Trust Company, National Association
Attn: Global Corporate Trust
633 West 5th Street, 24th Floor
Los Angeles, CA 90071
Reference: City of San Jacinto CFD 2002-1
Section 13. Merger or Consolidation of Escrow Agent. Any company into which the Escrow Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Escrow Agent may sell or transfer all or substantially all of its corporate trust business or assets, provided such company shall be eligible to act as Fiscal Agent under the Indenture and the Prior Fiscal Agent Agreement, shall be the successor hereunder to the Escrow Agent without the execution or filing of any paper or any further act.
Section 14. Execution in Several Counterparts and Electronic Signatures. This Escrow Agreement may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original; and all such counterparts shall constitute but one and the same instrument. This Escrow Agreement shall be valid, binding, and enforceable against a party only when executed and delivered by an authorized individual on behalf of the party by means of (i) any electronic signature permitted by the federal Electronic Signatures in Global and National Commerce Act, state enactments of the Uniform Electronic Transactions Act, and/or any other relevant electronic signatures law, including relevant provisions of the Uniform Commercial Code/UCC (collectively, “Signature Law”); (ii) an original manual signature; or (iii) a faxed, scanned, or photocopied manual signature. Each electronic signature or faxed, scanned, or photocopied manual signature shall for all purposes have the same validity, legal effect, and admissibility in evidence as an original manual signature. Each party hereto shall be entitled to conclusively rely upon, and shall have no liability with respect to, any faxed, scanned, or photocopied manual signature, or other electronic signature, of any party and shall have no duty to investigate, confirm or otherwise verify the validity or authenticity thereof. This Escrow Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but such counterparts shall, together, constitute one and the same instrument. For avoidance of doubt, original manual signatures shall be used for execution or indorsement of writings when required under the UCC or other Signature Law due to the character or intended character of the writings.
(Signature pages follows)
S-1
IN WITNESS WHEREOF, the City, for and on behalf of the District, and the Escrow Agent have each caused this Escrow Agreement to be executed by their duly authorized officers all as of the date first above written.
CITY OF SAN JACINTO, for and on behalf of the
CITY OF SAN JACINTO COMMUNITY FACILITIES
DISTRICT NO. 2002-1 (RANCHO SAN JACINTO,
PHASE 2)
By:
Robert Johnson
City Manager
-Signature PageEscrow Deposit and Trust Agreement
S-2
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Escrow Agent
By: ___________________________________
Authorized Signatory
-Signature PageEscrow Deposit and Trust Agreement
A-1
EXHIBIT A
ESCROW SECURITIES
Type of
Security
Maturity
Date Par Amount Rate Total Cost
SCHEDULE OF INSTALLMENT PAYMENTS
Date Principal Interest
Principal
Redeemed
Total
Requirements
ESCROW SUFFICIENCY
Date
Cash from
SLGS
Cash in
Escrow Fund
Net Escrow
Receipts
Total
Funds
B-1
EXHIBIT B
VERIFICATION REPORT
C-1-1
EXHIBIT C-1
NOTICE OF DEFEASANCE
CITY OF SAN JACINTO
COMMUNITY FACILITIES DISTRICT NO. 2002-1
(RANCHO SAN JACINTO, PHASE 2)
2016 SPECIAL TAX REFUNDING BONDS
OWNERS of certain maturities of the above-described Bonds (the “Defeased Bonds”) are hereby NOTIFIED that, pursuant to (1) Section 2.3(A)(i) of that certain Fiscal Agent Agreement, dated as of March 1, 2016, by and between U.S. Bank Trust Company, National Association, as successor to MUFG Union Bank, N.A., as fiscal agent (the “Fiscal Agent”), and the City of San Jacinto, for and on behalf of its Community Facilities District No. 2002-1 (Rancho San Jacinto, Phase 2) (the “Community Facilities District”) and (2) that certain Escrow Deposit and Trust Agreement, dated as of June 1, 2026, by and between the City of San Jacinto, for and on behalf of the Community Facilities District, and U.S. Bank Trust Company, National Association, as escrow agent (the “Escrow Agent”). The Escrow Agent has received and holds in irrevocable trust, cash moneys and Escrow Securities (the “Escrow Deposit) which will be sufficient to pay interest on and the principal of the Defeased Bonds on [September 1], 2026 and to redeem all of the remaining Defeased Bonds on [September 1], 2026, as indicated on such Defeased Bonds, having been verified by an independent certified public accountant.
The Defeased Bond CUSIP numbers, principal amounts and maturity dates are listed below:
CUSIP Number(1)
(Base CUSIP 797834)
Principal Amount
of the Bonds
Maturity Date
(September 1)
DC9 $ 925,000 2026
DD7 1,000,000 2027
DE5 1,080,000 2028
DF2 1,165,000 2029
DGO 1,255,000 2030
DII8 1,350,000 2031
DJ4 1,450,000 2032
DK1 1,560,000 2033
DL9 1,670,000 2034
____________________
(1) CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. Copyright© 2026 CUSIP Global Services. All rights reserved. CUSIP® data herein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database.
CUSIP® numbers are provided for convenience of reference only.
The Defeased Bonds are now deemed to have been paid in accordance with the Escrow Agreement, and the owners thereof shall hereafter be limited exclusively to the application of such cash moneys or Escrow Deposit for the payment of interest on and the principal of such Defeased Bonds as the same become due and payable as described above. The Escrow Agent shall have no liability or obligation to Bondholders beyond the administration of the Escrow Deposit in accordance with the terms of the Escrow Agreement.
C-1-2
The CUSIP numbers have been assigned by an independent service for convenience of reference only and none of the Community Facilities District , the Fiscal Agent, or the Escrow Agent shall be held liable for any inaccuracy in any such CUSIP number.
Dated: U.S. Bank Trust Company, National Association,
as Escrow Agent
C-2-1
EXHIBIT C-2
NOTICE OF REDEMPTION
CITY OF SAN JACINTO
COMMUNITY FACILITIES DISTRICT NO. 2002-1
(RANCHO SAN JACINTO, PHASE 2)
2016 SPECIAL TAX REFUNDING BONDS
NOTICE IS HEREBY GIVEN that on September 1, 2026 (the “Redemption Date”), the abovecaptioned bonds (the “Bonds”) have been called for redemption pursuant to Section 2.3(A)(i) of that certain Fiscal Agent Agreement, dated as of March 1, 2016, by and between U.S. Bank Trust Company, National Association, as successor to MUFG Union Bank, N.A., as fiscal agent (the “Fiscal Agent”), and the City of San Jacinto, for and on behalf of its Community Facilities District No. 2002-1 (the “Community Facilities District”). The Bonds will be prepaid at 100% of the principal amount, plus accrued interest to the Redemption Date (the “Redemption Price”). Interest will be paid in the usual manner.
The CUSIP numbers and maturity dates of the Bonds are listed below:
CUSIP Number(1)
(Base CUSIP 797834)
Principal Amount
of the Bonds
Maturity Date
(September 1)
DC9 $ 925,000 2026
DD7 1,000,000 2027
DE5 1,080,000 2028
DF2 1,165,000 2029
DGO 1,255,000 2030
DII8 1,350,000 2031
DJ4 1,450,000 2032
DK1 1,560,000 2033
DL9 1,670,000 2034
____________________
(1) CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. Copyright© 2026 CUSIP Global Services. All rights reserved. CUSIP® data herein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database.
CUSIP® numbers are provided for convenience of reference only.
The Bonds are due and payable at the office of the Fiscal Agent on the Redemption Date, subject to the availability of funds in the Escrow Deposit. Interest will cease to accrue on the Bonds from and after the Redemption Date, provided that funds are available in the Escrow Deposit for payment. The Bonds should be presented for redemption to the office of the Fiscal Agent at the following address. The Fiscal Agent's sole obligation is to pay from funds available in the Escrow Deposit and the Fiscal Agent shall have no personal liability for any deficiency:
Air/Courier and Registered/Certified
Mail
U.S. Bank
Global Corporate Trust
111 Fillmore Avenue E
St. Paul, Minnesota 55107
Reference: City of San Jacinto CFD No. 2002-1
C-2-2
To avoid a 28% back-up withholding tax required by Federal law, holders of Bonds must submit with their Bonds a completed IRS Form W-9. For your convenience a Form W-9 has been enclosed.
IMPORTANT INFORMATION REGARDING TAX CERTIFICATION AND
POTENTIAL WITHHOLDING:
Pursuant to U.S. federal tax laws, Bondholders have a duty to provide the applicable type of tax certification form issued by the U.S. Internal Revenue Service (“IRS”) to Fiscal Agent to ensure payments are reported accurately to Bondholders and to the IRS. In order to permit accurate withholding (or to prevent withholding), a complete and valid tax certification form must be received by Fiscal Agent before payment of the redemption proceeds is made to Bondholders. Failure to timely provide a valid tax certification form as required will result in the maximum amount of U.S. withholding tax being deducted from any redemption payment that is made to Bondholders.
The CUSIP numbers have been assigned by an independent service for convenience of reference only and none of the Community Facilities District, the Fiscal Agent, or the Escrow Agent shall be held liable for any inaccuracy in any such CUSIP number.
Dated: U.S. Bank Trust Company, National Association,
as Escrow Agent