ESCROW AGREEMENT. between the COUNTY OF SAN JOAQUIN. and. U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent. Dated as of December 1, 2017

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1 OHS DRAFT 11/10/2017 ESCROW AGREEMENT between the COUNTY OF SAN JOAQUIN and U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent Dated as of December 1, 2017 Relating to the SAN JOAQUIN COUNTY PUBLIC FACILITIES FINANCING CORPORATION REVENUE CERTIFICATES OF PARTICIPATION (WASTEWATER CONVEYANCE PROJECT)

2 ESCROW AGREEMENT This Escrow Agreement, dated as of December 1, 2017 (the Escrow Agreement ), between the County of San Joaquin, a political subdivision of the State of California duly organized and existing under the Constitution and laws of the State of California (the County ), and U.S. Bank National Association, a national banking association duly organized and existing under and by virtue of the laws of the United States of America and having a corporate trust office in San Francisco, California, and acting in its capacity as Trustee (as defined herein) and as escrow agent with respect to the Prepaid 2007 Certificates described below (the Escrow Agent ); WITNESSETH: WHEREAS, U.S. Bank National Association (the Trustee ), as trustee under that certain Trust Agreement (the Prior Trust Agreement ), dated as of December 1, 2007, by and among the Trustee, the County, and the San Joaquin County Public Facilities Financing Corporation (the Corporation ), duly executed and delivered $8,450,000 principal amount of San Joaquin County Public Facilities Financing Corporation Revenue Certificates of Participation (Wastewater Conveyance Project) (the 2007 Certificates ) under the Prior Trust Agreement; and WHEREAS, the County has determined that it is in the best interests of the County and the residents of the County to prepay some or all of the outstanding 2007 Certificates (the Prepaid 2007 Certificates ) in accordance with the Prior Trust Agreement as herein provided; and WHEREAS, Zions Bank, a division of ZB, National Association, as trustee (the 2017 Trustee ), duly executed and delivered the County of San Joaquin 2017 Revenue Refunding Bonds, Series A (CSA No. 31) (Federally Tax-Exempt) (the 2017 Refunding Bonds ) under an Indenture (the Indenture ), dated as of December 1, 2017, between the 2017 Trustee and the County, for the purpose, among others, of providing funds in the amount of $ to fund the Escrow Fund created hereunder to provide for the payment of principal when due and the prepayment of the Prepaid 2007 Certificates on December, 2017 (the Prepayment Date ), at a prepayment price of 100% of the principal amount thereof (the Prepayment Price ) plus accrued interest thereon to the Prepayment Date; and WHEREAS, the County has taken action to cause to be delivered to the Escrow Agent, on or before December, 2017, $ released from the Reserve Fund established under the Prior Trust Agreement (the Reserve Fund ), all of which has been deposited by the Escrow Agent in the Escrow Fund hereinafter referred to; and WHEREAS, Stifel, Nicolaus & Company, Incorporated, as underwriter for the 2017 Refunding Bonds (the Underwriter ), has taken action to cause to be delivered to the Escrow Agent, on or before December, 2017, funds in the amount of $, which have been deposited by the Escrow Agent in the Escrow Fund hereinafter referred to; and WHEREAS, a report of (the Verification Agent ), an independent firm of nationally recognized certified public accountants, verifying the sufficiency of the amounts deposited with the Escrow Agent under this Escrow Agreement to pay principal when due and the Prepayment Price on the Prepayment Date, plus interest accrued thereon (the Verification Report ), is on file with the Trustee; and

3 NOW, THEREFORE, the County and the Escrow Agent hereby agree as follows: Section 1. Transfer of Moneys from Reserve Fund for 2007 Certificates. The County hereby directs the Escrow Agent (as Trustee under the Prior Trust Agreement) to transfer the sum of $ released from the Reserve Fund into the Escrow Fund. Section 2. Establishment, Maintenance and Use of the Escrow Fund. The Escrow Agent agrees to establish and maintain the Escrow Fund (the Escrow Fund ) until the Prepaid 2007 Certificates have been prepaid as provided in Section 4 hereof. The Escrow Agent agrees to hold the entire deposit to the Escrow Fund as uninvested money and shall hold such uninvested money in the Escrow Fund at all times as a separate escrow account wholly segregated from all other securities, investments or money held by it; and the Escrow Agent will not invest any money at any time on deposit in the Escrow Fund. All money in the Escrow Fund is hereby irrevocably pledged to secure the payment of principal when due and the Prepayment Price of the Prepaid 2007 Certificates, plus interest accrued thereon to the Prepayment Date, as provided in Section 4 hereof; provided that, any money held in the Escrow Fund that is not used for the payment and prepayment of the Prepaid 2007 Certificates as provided in Section 4 hereof shall be repaid to the County free from the escrow created by the Escrow Agreement, subject to the requirements in the tax certificate relating to the 2017 Refunding Bonds. Section 3. Section 4. Reserved. Payment from the Escrow Fund. The County hereby requests and irrevocably instructs the Escrow Agent, and the Escrow Agent hereby agrees, to apply, subject to the provisions of Section 2 hereof, moneys deposited in the Escrow Fund to prepay the Prepaid 2007 Certificates, plus interest accrued thereon, on the Prepayment Date, at the places and in the manner stipulated in the Prior Trust Agreement, including all of the notice requirements contained therein. Section 5. Notice of Defeasance. The County irrevocably instructs the Escrow Agent (as Trustee under the Prior Trust Agreement) to provide notice of defeasance on December, 2017, in substantially the form attached hereto as Exhibit A, which notice shall state that the deposit to the Escrow Fund has been made and that the Prepaid 2007 Certificates are deemed to have been paid in accordance with the Prior Trust Agreement, as required by the continuing disclosure certificate relating to the 2007 Certificates. Section 6. Transfer of Funds After Prepayment of 2007 Certificates. The Escrow Agent hereby agrees to transfer any money remaining in the Escrow Fund after the prepayment of the Prepaid 2007 Certificates, to the County, subject to Section 12 hereof. Section 7. Section 8. Reserved. Fees and Costs of the Escrow Agent. (a) The rights, duties and obligations of the Escrow Agent shall, except as otherwise expressly provided herein, be governed by the rights, duties and obligations of the Trustee pursuant to the Prior Trust Agreement. The annual fees and costs of the Trustee for any 2

4 other duties to be carried out by it under the Prior Trust Agreement shall continue as previously agreed upon between the Trustee and the County. (b) The Escrow Agent shall be entitled to payment by the County of reasonable fees and reimbursements for costs incurred in connection with the performance of its rights and duties hereunder, including but not limited to legal and accountants' services in connection with any litigation not arising from the Escrow Agent s negligence or misconduct which may at any time be instituted involving the Escrow Agreement. (c) The fees of and the costs incurred by the Escrow Agent shall in no event be deducted or payable from or constitute a lien against the Escrow Fund. Section 9. Indemnification. To the extent permitted by law, the County 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 the Trustee and their 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 whether incurred prior to trial, at trial, or on appeal or in any bankruptcy or arbitration proceedings) 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 the County or any other person under any other agreement or instrument) and in any way relating to or arising out of the execution and delivery of the Escrow Agreement, the establishment of the Escrow Fund, the retention of the money therein and any payment, transfer or other application of money or securities by the Escrow Agent in accordance with the provisions of the 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, that the County shall not be required to indemnify the Escrow Agent against its own negligence or misconduct. The indemnities contained in this section shall survive the termination of the Escrow Agreement. Section 10. Resignation of the Escrow Agent. The Escrow Agent may resign and be discharged of its duties hereunder if and at such time as the Trustee shall resign or be discharged as trustee under the Prior Trust Agreement in accordance with the provisions of the Prior Trust Agreement. Any successor trustee under the Prior Trust Agreement shall succeed as the escrow agent under the Escrow Agreement. Section 11. Merger or Consolidation of the 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, as long as such company shall be eligible under the Prior Trust Agreement, shall be the successor hereunder to the Escrow Agent without the execution or filing of any paper or any further act. Section 12. Termination; Unclaimed Money. The Escrow Agreement shall terminate when the Prepaid 2007 Certificates have been prepaid as provided in Section 4 hereof; provided, that all money held by the Escrow Agent in the Escrow Fund for the payment and discharge of any 3

5 of the Prepaid 2007 Certificates which remains unclaimed shall be disposed of in accordance with the terms of the Prior Trust Agreement. Section 13. Capacity of Trustee. The Escrow Agent is entering into the Escrow Agreement in its capacity as Trustee under the Prior Trust Agreement. Subject to the provisions of Sections 3, 6, 7 and 12 hereof, all money held by the Escrow Agent hereunder is to be held and applied for the payment and the prepayment of the Prepaid 2007 Certificates in accordance with the Prior Trust Agreement. The exculpations and limitations on liability in favor of the Trustee under the Prior Trust Agreement are hereby incorporated herein in their entirety for the benefit of the Escrow Agent. Section 14. Severability. If any section, paragraph, sentence, clause or provision of the 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 the Escrow Agreement. Section 15. Amendment. The parties hereto may, without the consent of or notice to the holders of the Prepaid 2007 Certificates, enter into such agreements supplemental to the Escrow Agreement as shall not adversely affect the rights of such holders hereunder and shall not be inconsistent with the terms and provisions of the Escrow Agreement, for any one or both of the following purposes: (a) Agreement; and to cure any ambiguity or formal defect or omission in the Escrow (b) to grant or confer upon the Escrow Agent, for the benefit of the holders of the Prepaid 2007 Certificates, any additional rights, remedies, powers or authority that may lawfully be granted to or conferred upon the Escrow Agent. The Escrow Agent shall enter into such agreements only upon receipt of, and shall be entitled to rely conclusively upon, an opinion of nationally recognized bond counsel to the effect that any such agreement complies with this section, and does not adversely affect the rights of the holders of the Prepaid 2007 Certificates. Section 16. Execution in Counterpart. The Escrow Agreement may be executed in any number of counterparts, each of which shall for all purposes be deemed to be an original and all of which shall together constitute but one and the same instrument. Section 17. Notice to the Escrow Agent and the County. Any notice to or demand upon the Escrow Agent may be served or presented, and such demand may be made, at the corporate trust office of the Escrow Agent at One California Street, 10 th Floor, San Francisco, CA 94111, Attention: Global Corporate Trust Services or as otherwise specified by the Escrow Agent in accordance with the provisions of the Prior Trust Agreement. Any notice to or demand upon the County shall be deemed to have been sufficiently given or served for all purposes by being mailed by first class mail, and deposited, postage prepaid, in a post office letter box, addressed to the County at 44 North San Joaquin Street, Suite 640, Stockton, California 95202, Attention: County Administrator (or at such other address as may have been filed in writing by the County with the Trustee). 4

6 Section 18. Governing Law. The Escrow Agreement shall be governed by and construed in accordance with the laws of the State of California. 5

7 IN WITNESS WHEREOF, the County of San Joaquin and U.S. Bank National Association have each caused the Escrow Agreement to be signed in its name by its duly authorized officer all as of the day and year first above written. COUNTY OF SAN JOAQUIN By County Administrator U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent By Authorized Officer Acknowledged and Agreed By: U.S. BANK NATIONAL ASSOCIATION, As Trustee By Authorized Officer A-1

8 EXHIBIT A NOTICE OF DEFEASANCE OF $8,450,000 SAN JOAQUIN COUNTY PUBLIC FACILITIES FINANCING CORPORATION REVENUE CERTIFICATES OF PARTICIPATION (WASTEWATER CONVEYANCE PROJECT) Maturity (August 1) Interest Rate Principal Amount Prepayment Price CUSIP % $195, % AK , AL , AM , AN , AP , AP , AS , AT ,185, AQ5 Notice is hereby given to the holders of the outstanding San Joaquin County Public Facilities Financing Corporation Revenue Certificates of Participation (Wastewater Conveyance Project), maturing on August 1, 2018 through and including August 1, 2037 (the Certificates ) (i) that there has been deposited with U.S. Bank National Association, as escrow agent (the Escrow Agent ), moneys which shall, as evidenced by a verification report delivered to the Escrow Agent by an independent certified public account, be available and sufficient to prepay, on December, 2017 (the Prepayment Date ), at a prepayment price (expressed as a percentage of the principal amount of the Certificates) equal to 100%, together with accrued interest thereon to the Prepayment Date, those Certificates scheduled to mature on and after August 1, 2018; (ii) that the Escrow Agent has been irrevocably instructed to so prepay such Certificates; (iii) that the Certificates are deemed to have been paid in accordance with Section 9.01 of that certain Trust Agreement, dated as of December 1, 2007, by and among the San Joaquin County Public Facilities Financing Corporation, the County of San Joaquin and U.S. Bank National Association, as trustee; and (iv) sufficient moneys will be available on the Prepayment Date for the payment of the interest and principal evidenced and represented by the Certificates. Dated this day of December, COUNTY OF SAN JOAQUIN U.S. BANK NATIONAL ASSOCIATION, as Escrow Agent A-1