CleanPowerSF Sfpuc Commission
April 12, 2022

Section 6. Representations, Warranties, and Agreements of the Commission . The Commission represents, warrants and agrees with the Underwriters as follows:
(a) Due Organization, Existence and Authority . The Commission is a duly constituted public commission of the City and County of San Francisco duly organized and validly existing pursuant to its Charter and the Const itution and laws of the State of California (the “ State”), with full authority to: (i) adopt the Commis sion Resolution; (ii) deliver the Master Indenture, execute and deliver the Forty-Third Supplemental Indenture, the Forty-Fourth Supplemental Indenture, the Forty-Fifth Supplemental Indenture, the Forty- Sixth Supplemental Indenture, the Forty -Second Supplemental Indenture, the Escrow Agreement (as defined herein), the Continuing Disclosure Certificate, this Purchase Contract and related documents, each as appropriate for the issuance of the Bonds; (iii) approve the Official Statement and authorize its distribution by the Underwriters; and (iv) sell and deliver the Bonds to the Underwriters as provided herein. All approvals and consents which are required for the due authorization of, which would constitute a condition precedent to, or the absence of which would materially adversely affect the due performance by the Commission of, its respective obligations under the Bonds, this Purchase Contract and the Indenture have been duly obtained or when required for future performance are expected to be obtained, except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Bonds.
(b) Accuracy and Completeness of the Preliminary Official Statement and Official Statement. The information in the Preliminary Official Statement was, and such information in the Official Statement, as of its date and at all times subsequent thereto up to and including the date of the Closing, will be, true and correct in all material respects, contains and will contain no misstatement of any material fact, and did not and will not omit any statement and information that is necessary to make th e statements and information contained therein, in the light of the circumstances under which such statements were made, not misleading in any material respect, excluding in each case any information contained in the Preliminary Official Statement and the Official Statement relating to (i) the offering prices, interest rates, selling compensation, aggregate principal 4884-6405-2494.3

6 amount, principal amount per maturity, delivery dates, or other terms of the Bonds depending on such matters, (ii) DTC’s book- entry only syste m [and Euroclear Bank S.A./N.V. and Clearstream Banking SA’s global clearance procedures ], and (iii) information provided by the Underwriters for inclusion in the Official Statement, which is solely [ information regarding offering restrictions in certain jurisdictions under the caption “INFORMATION CONCERNING OFFERING RESTRICTIONS IN CERTAIN JURISDICTIONS OUTSIDE THE UNITED STATES” and ] information regarding the prices and yields of the Bonds and under the caption “UNDERWRITING.” (c) Amendment to Official State ment. If, at any time prior to the End of the Underwriting Period (as defined below), an event occurs or facts or conditions become known of which the Commission has knowledge, which in the reasonable opinion of Co- Bond Counsel, General Counsel to the Commission or the City Attorney might or would cause the information in the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Commission will notify the Representative, and if in the reasonable opinion of the Representative and the Commission, such event, fact or condition requires the preparation an d publication of a supplement or amendment to the Official Statement, the Commission will amend or supplement the Official Statement in a form and in a manner reasonably approved by the Representative and the Commission, provided all expenses incurred in connection with preparing an amendment or supplement to the Official Statement will be paid by the Commission . As used herein and for the purposes of the foregoing, the term “End of the Underwriting Period” for the Bonds shall refer to the Closing, unless the Commission shall have been notified in writing to the contrary by the Representative on or prior to the Closing, but in any event not later than the date twenty- five (25) days following the Closing. For the purposes of this subsection, the Commission will furnish such information as the Representative may from time to time reasonably request in writing prior to the End of the Underwriting Period. (d) Valid and Binding Obligations. This Purchase Contract, the Indenture, the Escrow Agreement and the Continuing Disclosure Certificate, when executed and delivered by the other parties thereto, will have been duly authorized, executed and delivered and will constitute legal, valid and binding obligations of the Commission (except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, arrangement, fraudulent conveyance, moratorium and similar law affecting creditors rights generally, general principles of equity, the exercise of judicial discretion in appropriate cases, and to the limitation on remedies against city and counties in California). The Bonds, when issued, delivered and paid for as provided herein and in the Indenture, will have been duly authorized, executed and issued and will constitute legal, valid and binding limited obligations of the Commission entitled to the benefits of the Indenture.
(e) No Breach or Default. The Commission is not in breach of or default under any applicable constitutional provision, law or administrative regulation of the State or the United States, or any agency or department of either, or of any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other 4884-6405-2494.3

7 instrument to which the Commission is a party or to which the Commission or any of its properties or other assets is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument, which breach or default in any such case, would have a material and adverse effect upon the business operations, properties or financial condition of the Commission or the issuance of the Bonds. As of the time of acceptance hereof and as of the Closing Date and except as otherwise disclosed in the Official Statement, neither the execution nor the delivery by the Commission of the Indenture, the Escrow Agreement, the Continuing Disclosure Certificate or this Purchase Contract, the adoption of the Commission Resolution, or the compliance by the Commission with such documents or authorizations, conflicts with or constitutes a material breach of, or default under, any applicable law or administrative regulation of the State or the United States, or any other statute or administrative rule or regulation, judgment, decree, order, license, permit, agreement or instrument to which the Commission is subject, which breach, default or conflict would have a material adverse effect on the ability of the Commission to pay the Bonds or perform its obligations under the Indenture, the Escrow Agreement, the Continuing Disclosure Certificate or this Purchase Contract. (f) No Other Bond Issues or Debt. Except as otherwise disclosed in writing to the Representative and/or as described in the Official Statement, between the time of acceptance hereof and the Closing Date, the Commission will not, without prior notice to the Representative, issue any bonds or securities or incur any other indebtedness secured by the Revenues.
(g) No Litigation. As of the date hereof and as of the Closing Date, and except as disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public boar d or body, pending or, to the knowledge of the Commission, threatened against the Commission: (i) affecting the existence of the Commission or the titles of its officers to their respective offices; (ii) seeking to restrain or to enjoin the sale or delivery of the Bonds or the application of the proceeds therefrom in accordance with the Indenture; (iii) in any way contesting or affecting the validity or enforceability of the Bonds, the Indenture, the Escrow Agreement, the Continuing Disclosure Certificate or any action of the Commission authorizing the issuance, execution or delivery thereof; (iv) in any way contesting the completeness or accuracy of the Official Statement or any amendment or supplement thereto; or (v) contesting the powers of the Commission with respect to the Bonds or any action of the Commission authorizing the issuance, execution or delivery thereof, nor to the knowledge of the Commission, as evidenced by the representative of the Commission signing this Purchase Contract, is there any basis therefor. As of the date hereof and as of the Closing Date, and except as disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body, pending or, to the knowledge of the Commission, threatened against the Commission in which a final adverse decision would materially and adversely affect the operations of the Water Enterprise, Revenues or the consummation of the transactions con templated by this Purchase Contract or contesting in any way the completeness, accuracy or fairness of the Official Statement. 4884-6405-2494.3

8 (h) Further Cooperation; Blue Sky . The Commission will furnish such information, execute such instruments and take such other action in cooperation with the Underwriters as the Representative may reasonably request in order to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Representative may designate; provided, however, that the Commission will not be required to execute a special or general consent to service of process or qualify as a foreign corporation in connection with any such qualification in any jurisdiction.
(i) Continuing Disclosure . Except as disclosed in the Official Statement, during the past five years, the Commission has complied in all material respects with its prior continuing disclosure undertakings under Rule 15c2-12. (j) Financial Statements. No consent of KPMG LLP is required for inclusion of its independent auditor’s report with respect to the financial statements of the Commission f or the years ended June 30, 2021 and June 30, 2020 in the Preliminary Official Statement or the Official Statement.

Section 7. Representations, Warranties and Agreements of the Underwriters. The Underwriters represent, warrant and agree with the Commission that:
(a) The Representative has been duly authorized to enter into this Purchase Contract.
(b) The Underwriters shall comply with the San Francisco Business Tax Ordinance and shall, if not otherwise exempt from such ordinance, provide to the Commission a Business Tax Registration Certificate on or prior to the date hereof. (c) The Underwriters shall comply with the City’s Contracting Requirement s referenced in Section 11 below.
(d) The Underwriters shall comply with all SEC and MSRB rules applicable to the offering, sale and delivery of the Bonds to ultimate purchasers. (e) The Underwriters shall comply with the Commission’s policy and practice that the Commission shall not pay, and the Underwriters shall not pass through to the Commission, any fees that are assessed on the Underwriters as part of the Governmental Accounting Standards Board fee, as well as the MSRB Underwriting and Transaction Assessment, the SIFMA Municipal Assessment or any other industry related fees that are required to be paid solely by the Underwriters.

Section 8. Closing Conditions. The Underwriters have authorized the Representative to enter into this Purchase Contract in reliance upon the representations, warranties and agreements herein and the performance by the Commission of its obligations hereunder, both as of the date hereof and as of the Closing Date . The obligations of the Underwriters under this Purchase Contract are and shall be subject to the following conditions:
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9 (a) Bring Down Representation. The representations and warranties of the Commission contained herein shall be true, accurate and correct in all material respects at the date hereof, and on the Closing Date, as if made on the Closing Date. (b) Executed Documents and Performance Thereunder . At the time of the Closing: (i) the Indenture, the Escrow Agreement, the Continuing Disclosure Certificate and this Purchase Contract shall be in full force and effect, and shall not have been amended, modified or supplemented except with the consent of the Representative (which consent will not be unreasonably withheld); and (ii) the Commission shall perform or have performed all of its obligations required under or specified in this Purchase Contract, the Indenture, the Escrow Agreement and the Continuing Disclosure Certificate to be performed prior to the Closing.
(c) No Default. At the time of the Closing, no default shall have occurred or be existing under the Indenture, the Escrow Agreement, the Continuing Disclosure Certificate or this Purchase Contract.
(d) Termination Events . The Representative may terminate this Purchase Contract by notification in writing to the Commission if, at any time on or prior to the Closing, any of the following occurs and, as a result of the occurrence of such an event, the marketability of the Bonds or the market price thereof or the ability of the Underwriters to enforce contracts for the sale, at the contemplated offering prices, of the Bonds, in the reasonable opinion of the Representative, after consultation with the Commission, would be materially adversely affected:
(i) any event shall occur which makes untrue any statement or results in an omission to state a material fact necessary to make the statements in the Official Statement, in the light of the circumstances under which they were made, not misleading, and the Commission fails to amend or supplement the Official Statement pursuant to Section 6(c) hereof or the effect of amendment or supplement, in the reasonable judgment of the Representative, would materially adversely affect the market for the Bonds of the sale, at the contemplated offering prices (or yields) by the Underwriters of the Bonds; or (ii) an amendment to the Constitution of the United States or the Constitution of the State or legislation in or by the Congress of the United States or the legislature of the State, or the amendment of legislation pending as of the date of this Purchase Contract in the Congress of the United States, or the favorable reporting for passage of legislation to either House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or any decision of any federal or State court or any ruling or regulation (final, temporary or proposed) or official statement on behalf of the United States Treasury Department, the Internal Revenue Service or other federal or State authority or the occurrence of any other comparable legislative or regulatory event affecting the federal or State tax status of the interest on the Bonds or bonds or obligations of the general character of the Bonds; provided, that the occurrence of any such event shall not constitute a termination event hereunder if 4884-6405-2494.3

10 the prospect of such constitutional, legislative, regulatory or judicial action or enactment shall have been publicly known on the date hereof; or (iii) any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body, department or agency of the State, or a decision by any court of competent jurisdiction within the State shall be rendered which, in the reasonable opinion of the Representative and upon consultation with the City, materially adversely affects the market price of the Bonds; or (iv) a stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, including all underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would be in violation of any provision of the federal securities laws, including the Securities Act of 1933, as amended and as then in effect, or that the Indenture need be qualified under the Trust Indenture Act of 1939, as amended and as then in effect; or
(v) legislation shall be enacted by the Congress of the United States, or a decision by a court of the United States shall be rendered, to the effect that obligations of the general character of the Bonds, or the Bonds, are not exempt from registration under the Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 1934, as amended and as then in effect, or that the Indenture is not exempt from qualification under the Trust Indenture Act of 1939, as amended and as then in effect; or
(vi) there shall have occurred a general suspension of trading or additional material restrictions not in force as of the date hereof shall have been imposed upon trading in the United States in securities generally by any governmental authority or by any national securities exchange; or (vii) a general banking moratorium shall have been declared by federal, State or State of New York authorities or a disruption in securities settlement, payment or clearance services materially adversely affecting the Bonds has occurred; or
(viii) the ratings on the Bonds or any other debt obligations secured by Revenues of the Water Enterprise shall have been downgraded or withdrawn, placed on “credit watch” or “negative outlook” subsequent to the date of this Purchase Contract by one of the rating agencies rating the Bonds or such other debt obligations; or
(ix) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national or international emergency or war or other calamity or crisis.
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11 The termination of this Purchase Contract pursuant to this Section 8(d) by the Representative with respect to the Bonds shall not prohibit the Commission from selling such Bonds to any other underwriters.
(e) Closing Documents. At or prior to the Closing, the Representative shall receive with respect t o the Bonds (unless the context otherwise indicates) the following documents, in each case satisfactory in form and substance to the Representative:
(1) Approving Authorizations. Copies of the Commission Resolution and the Ordinance, each certified by an authorized officer as having been duly adopted and as being in full force and effect on the Closing Date, with such changes or amendments as may have been agreed to by the Representative. (2) Bond Documents. Executed originals of the Master Indenture, the Forty- Third Supplemental Indenture, the Forty-Fourth Supplemental Indenture, the Forty-Fifth Supplemental Indenture, the Forty -Sixth Supplemental Indenture, the Continuing Disclosure Certificate and this Purchase Contract. (3) Escrow Agreement. An executed original of the Escrow Agreement, to be dated as of _________ 1, 2022 (the “Escrow Agreement”), by and between the Commission and U.S. Bank Trust Company, National Association, as trustee and escrow agent.
(4) Final Opinion. An approving opinion or opinions of Co- Bond Counsel, dated the Closing Date, and substantially in the form s attached to the Official Statement, and a letter of such counsel addressed to the Representative to the effect that s uch opinion may be relied upon by the Underwriters to the same extent as if it had been addressed to them. (5) Supplemental Opinion. A supplemental opinion or opinions of Co-Bond Counsel addressed to the Commission and the Representative, dated the Closing Date, to the following effect:
(i) The statements contained in the Preliminary Official Statement and the Official Statement (or if either shall be amended or supplemented, the statements in the Preliminary Official Statement or Official Statement as s o amended or supplemented addressing the matters addressed in the statements) under the captions [ “INTRODUCTION,” “THE 2022ABCD BONDS,” “SECURITY FOR THE BONDS,” “TAX
MATTERS,” APPENDIX A – “SUMMARY OF CERTAIN PROVISIONS
OF THE INDENTURE,” and APPENDIX D – “PROPOSED FORMS OF
OPINIONS OF CO -BOND COUNSEL,” ] insofar as such statements purport to summarize certain provisions of the Bonds and the Indenture are true and accurate in all material respects.
(ii) The Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended. 4884-6405-2494.3

12 (iii) This Purchase Contract, the Escrow Agreement and the Continuing Disclosure Certificate have each been duly authorized, executed and delivered by the Commission and constitute the valid, legal and binding agreements of the Commission, each enforceable in accordance with its respective terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium or other similar laws affecting enforcement of creditors’ rights, by the application of equitable principles if equitable remedies are sought and limitations on the enforcement of legal remedies against public agencies in the State.
(6) Disclosure Counsel Opinion as to Official Statement. An opinion of Orrick, Herrington & Sutcliffe LLP, as Disclosure Counsel to the Commission, addressed to the Commission and the Representative, dated the Closing Date, to the effect that, while such counsel is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of any of the statements contained in the Preliminary Official Statement or the Official Statement, based upon such counsel’s participation in conferences during which the contents of the Preliminary Official Statement and Official Statement were discussed, and in reliance thereon, on oral and written statements and representations of the Commission and others and on t he records documents, certificates, opinions and matters therein mentioned, during the course of such counsel’s role as Disclosure Counsel, no facts came to the attention of the attorneys at such counsel’s firm rendering legal services in connection with such role which caused such counsel to believe that the Preliminary Official Statement, as of the date hereof, or the Official Statement, as of the date hereof and as of the Closing Date (except for any CUSIP (and ISIN, Common Codes or other identification numbers, if applicable) numbers, the financial, accounting, statistical, economic, engineering or demographic data or forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions or expressions of opinion, any information about verification feasibility, valuation, appraisals, absorption, real estate or environmental matters, relationship among the parties, any management discussions and analysis, information under the captions [“INFORMATION CONCERNING OFFERING RESTRICTIONS IN
CERTAIN JURISDICTIONS OUTSIDE THE UNITED STATES,” “TAX
MATTERS,” “LITIGATION,” “TAX MATTERS,” “RATINGS” and
“UNDERWRITING,” Appendices A, C, D & F] thereto, or any information about book-entry, [global clearance procedures, the offering or sale of the Bonds outside of the United States], ratings, rating agencies, tax-exemption or other matters, the Climate Bonds Initiative or The Depository Trust Company, [ Euroclear Bank S.A./N.V. or Clearstream Banking SA ] included or referred to therein or omitted therefrom, as to which no opinion or view need be expressed) contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading.
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13 (7) Certificate of the Commission . A certificate of the Commission dated the Closing Date, signed on behalf of the Commission by an authorized officer of the Commission, to the effect that:
(i) The representations and warranties of the Commission contained herein are true and correct in all material respects on and as of the Closing Date as if made on the Closing Date.
(ii) No event affecting the Commission has occurred since the date of the Official Statement which has not been disclosed therein or in any supplement or amendment thereto which event should be disclosed in the Official Statement in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (8) Certificate of U.S. Bank. A certificate of U.S. Bank, dated the Closing Date, to the effect that:
(i) U.S. Bank is a national banking association organized and existing under the laws of the United States of America and has full power and is qualified to accept and comply with the terms of the Indenture and the Escrow Agreement and to perform its obligations thereunder. (ii) U.S. Bank has accepted the duties and obligations imposed on it by the Indenture and the Escrow Agreement.
(iii) No consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over U.S. Bank that has not been obtained is or will be required for the consummation by U.S. Bank of the transactions contemplated by the Indenture and the Escrow Agreement to be undertaken by U.S. Bank.
(iv) Compliance with the terms of the Indenture and the Escrow Agreement will not conflict with, result in a violation or breach of, or constitute a default under, any loan agreement, indenture, bond, note, resolution or any other agreement or instrument to which U.S. Bank is a party or by which it is bound, or, to the best knowledge of U.S. Bank, after reasonable investigation, any law, rule, regulation, order or decree of any court or governmental agency or body having jurisdiction over U.S. Bank or any of its activities or properties (except that no representation, warranty or agreement is made by U.S. Bank with respect to any federal or state securities or Blue Sky laws or regulations).
(v) To the knowledge of U.S. Bank after due inquiry, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court or governmental agency, public board or body served on or threatened against or affecting the existence of U.S. Bank, or in any way contesting or affecting the validity or enforceability of the Indenture, the Escrow Agreement or the Bonds, or contesting the powers of U.S. Bank or 4884-6405-2494.3

14 its authority to enter into and perform its obligations under the Indenture, the Escrow Agreement or the Bonds, wherein an unfavorable decision, ruling or finding would adversely affect the validity of the Bonds, the Indenture or the Escrow Agreement.
(9) Opinion of Counsel to U.S. Bank . An opinion of counsel to U.S. Bank addressed to the Commission and the Representative, dated the Clos ing Date, to the effect that:
(i) U.S. Bank is a national banking association with trust powers, duly organized and validly existing and in good standing under the laws of the United States of America, having the legal authority to exercise trust powers in the State.
(ii) U.S. Bank has full legal power and adequate corporate authority to accept the duties and obligations imposed on it by the Indenture and the Escrow Agreement and to authenticate the Bonds and the full legal power and authority to own its properties and to carry on its business. (iii) The Bonds have been duly authenticated by U.S. Bank. (iv) No consent, approval, authorization or order of any court, regulatory authority or governmental body is required for the valid authorization, execution and delivery of the Indenture and the Escrow Agreement and the authentication of the Bonds or the consummation by U.S. Bank of the transactions contemplated in the Indenture and the Escrow Agreement except such as have been obtained and except such as may be required under the state securities or Blue Sky laws in connection with the purchase and distribution of the Bonds by the Underwriters. (v) U.S. Bank’s acceptance of its duties under the Indenture and the Escrow Agreement and the authentication of the Bonds by U.S. Bank and performance by U.S. Bank of its obligations thereunder will not conflict with or result in a breach of any of the terms, conditions or provisions of its Articles of Association or Bylaws or any other agreement or instrument to which U.S. Bank is a party or by which it is bound or any other existing law, regulation, court order or consent decree to which U.S. Bank is subject or constitute a default thereunder.
(vi) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or threatened against U.S . Bank affecting the existence of U.S. Bank or the titles of its officers to their respective offices or seeking to prohibit, restrain or enjoin the authentication of the Bonds by U.S. Bank, or contesting the powers of U.S. Bank or its authority to perform its obligations under the Indenture, the Escrow Agreement or the Bonds. 4884-6405-2494.3

15 (10) California Debt and Investment Advisory Commission Filings . Copies of the Report of Proposed Debt Issuance and Report of Final Sale required to be delivered to the California Debt and Investment Advisory Commission (“CDIAC”) pursuant to Section 53583 of the Government Code and Section 8855(g) of the Government Code.
(11) Continuing Disclosure Certificate . A n executed copy of the Continuing Disclosure Certificate in substantially the form attached to the Official Statement as APPENDIX E.
(12) Rating Letters for the Bonds. Rating letters of Moody’s Investors Service, Inc. and S&P Global Ratings, evidencing that such rating agencies have assigned their municipal bond ratings of “[___]” and “[___],” respectively. (13) Opinion of the City Attorney. An opinion of the City Attorney addressed to the Representative, dated the Closing Date, in form satisfactory to the Representative.
(14) Blue Sky Memorandum. A copy of the Blue Sky Memorandum with respect to the Bonds, prepared by Nixon Peabody LLP, Los Angeles, California, counsel to the Underwriters (“Underwriters’ Counsel”).
(15) Negative Assurances Letter of the Underwriters’ Counsel . [ The negative assurances letter of Underwriters’ Counsel, dated the Closing Date and addressed to the Representative, to the effect that: (a) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended, and the Continuing Disclosure Certificate meets the requirements of Section (b)(5) of Rule 15c2-12 under the Securities Exchange Act of 1934, as amended; and (b) without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement and based upon the information made available to them in the course of their participation in the preparation of the Official Statement as counsel for the Underwriters, nothing has come to their attention which would cause them to believe that the Preliminary Official Statement, as of its date and as of the date of this Purchase Contract, or the Of ficial Statement, as of the date thereof and as of the Closing Date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that no belief or opinion need be expressed with respect to the Appendices to the Preliminary Official Statement and the Official Statement or as to any CUSIP (and ISIN, Common Codes or other identification numbers, if applicable) numbers, financial, technical, statistical, economic, engineering, demographic or tabular data or forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions or expressions of opinion included in the 4884-6405-2494.3

16 Preliminary Official Statement or the Official Statement or as to the information contained under the captions [ “INFORMATION

CONCERNING OFFERING RESTRICTIONS IN CERTAIN
JURISDICTIONS OUTSIDE THE UNITED STATES,” and
“LITIGATION,”] or any information include d in the Preliminary Official Statement or the Official Statement regarding DTC, [ Euroclear Bank S.A./N.V. or Clearstream Banking SA ], the book-entry only system, Cede & Co., [ global clearance procedures ] or, with respect to the Preliminary Official Statement, any permitted omissions in accordance with Rule 15c2- 12).]
(16) Defeasance Opinion. An opinion or opinions of Co- Bond Counsel addressed to the Commission and the Representative, dated the Closing Date, with respect to the defeasance of the Refunded Bonds in form satisfactory to the Representative.
(17) Verification Report . An executed copy of the verification report of [_________], in form and substance satisfactory to the Representative. (18) Green Bonds Certificate s from Climate Bonds Initiative . A copy of certification of the 2022 Sub- Series A Bonds as “Climate Bonds” by the Climate Bonds Initiative.
(19) A copy of the Commission ’s executed Blanket Letter of Representation to The Depository Trust Company.
(20) Additional Documents . Such legal opinions, additional certifi cates, instruments and other documents as the Representative, Co- Bond Counsel or the City Attorney may reasonably deem necessary to evidence the truth and accuracy as of the time of the Closing of the representations of the Commission and the due performance or satisfaction by the Commission at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the Commission.

If the Commission shall be unable to satisfy the conditions contained in this Purchase Contract, or if the obligations of the Underwriters shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and the Underwriters and the Commission shall not be under further obligation hereunder, except as further set forth in Section 10 hereof.

Section 9. Good Faith Deposit . To secure the Commission from any loss resulting from the failure of the Underwriters to accept delivery of and pay the purchase price for the Bonds pursuant to the terms of this Purchase Contract, the Underwriters agree to deliver to or to the order of the Commission, concurrently with the execution and delivery of this Purchase Contract, either an official bank check (which may be deposited by the Commission upon receipt) or a federal funds wire transfer in the amount of $__________ (the “Good Faith Deposit”). At the Closing, the Good Faith Deposit will be applied towards and deducted from the aggregate net purchase 4884-6405-2494.3

17 price for the Bonds as provided in Section 1 of this Purchase Contract. If the Underwriters fail to pay the purchase price in full upon tender of the Bonds (other than for a reason permitted under Section 8 hereof), the Commission may retain such Good Faith Deposit as and for liquidated damages for such failure by the Underwri ters. In such circumstance, the Underwriters will have no right to recover the Good Faith Deposit or to any allowance or credit therefor. Retaining the Good Faith Deposit shall constitute the Commission’s sole and exclusive remedy and full liquidated damages for the Underwriters’ failure (other than for a reason expressly set forth herein) to purchase and accept delivery of the Bonds pursuant to the terms of this Purchase Contract and the Underwriters shall be released and discharged from any and all claims for damages by the Commission against the Underwriters related to such failure and any other defaults by Underwriters hereunder. The Underwriters and the Commission hereby acknowledge and agree that the amount fixed pursuant to this Section for liquidated damages does not constitute a penalty and is a reasonable estimate of the damages that the Commission would sustain in the event of the Underwriters’ failure to purchase and to accept delivery of the Bonds on the Closing Date pursuant to the terms of this Purchase Contract. Said amount is agreed upon and fixed as liquidated damages because of the difficulty of ascertaining as of the date hereof the actual amount of damages that would be sustained in such event . If the Commission fails to deliver the B onds on the Closing Date pursuant to this Purchase Contract, or if the conditions to the obligations of the Underwriters to purchase, accept delivery of and pay for the Bonds as set forth in this Purchase Contract shall not be satisfied (unless waived in writing by the Representative pursuant to this Purchase Contract), or if this Purchase Contract is terminated for a reason set forth in Section 8 hereof, the Commission shall promptly return or cause the return of the Good Faith Deposit to the Representative. Upon such return of the Good Faith Deposit to the Representative, this Purchase Contract shall terminate, and neither party shall have any further obligations hereunder .

Accordingly, the Underwriters hereby waive any right to claim that the actual damages of the Commission are less than the Good Faith Deposit, and the acceptance of the Good Faith Deposit by the Commission shall constitute a waiver of any right the Commission may have to additional damages from the Underwriters.

Section 10. Expenses.
(a) Commission. T he Commission shall pay or cause to be paid (but solely from the proceeds of the Bonds and not otherwise) the expenses incident to the performance of the obligations of the Commission hereunder, including but not limited to:
(1) the cost of printing of the Preliminary Official Statement and the final Official Statement in reasonable quantities and all other documents prepared in connection with the transactions contemplated hereby; (2) the fees and disbursements of U.S. Bank and counsel to U.S. Bank in connection with the issuance of the Bonds; (3) the fees and disbursements of Co-Bond Counsel, Disclosure Counsel and Backstrom McCarley Berry & Co., LLC and Montague DeRose and Associates, LLC, as Co- Municipal Advisors to the Commission, and any other experts or consultants retained by the Commission in connection with the transactions contemplated hereby; and (4) the costs related to obtaining ratings. The Commission shall pay for expenses incurred on behalf of its employees which are directly related to the offering of the Bonds, including, but not limited to, meals, transportation, and lodging of those employees.
4884-6405-2494.3

18 (b) Underwriters. The Underwriters shall pay: (1) the cost of preparation and printing of Blue Sky and Legal Investment Memoranda, if any, to be used by it; (2) all advertising expenses in connection with the public offering of the Bonds; and (3) all other expenses incurred by the Underwriters in connection with its public offering and distribution of the Bonds, including, without limitation, any experts or other consultants hired or retained by the Underwriters, including Underwriters’ Counsel, the fees and charges of the CUSIP Bureau, Digital Assurance Certification, L.L.C., if applicable, for a continuing disclosure undertaking compliance review and the MSRB and CDIAC. Certain expenses of the Underwriters may be included in the expense component of the Underwriters’ discount. The Underwriters are required to pay fees to CDIAC in connection with the offering of the Bonds. Notwithstanding that such fe es are solely the legal obligation of the Underwriters, the Issuer agrees to reimburse the Underwriters for such fees.

Section 11. Mandatory City Contracting Requirements . The Underwriters agree to comply with the provisions set forth in Exhibit A, attached hereto, w hich are incorporated herein by this reference.

Section 12. Notices. Any notice or other communication to be given under this Purchase Contract to the Commission, to the Representative or to the Underwriters may be given by delivering the same in writing at the addresses set forth below:

If to the Commission:

Public Utilities Commission of the
City and County of San Francisco
525 Golden Gate Avenue, 13th Floor
San Francisco, California 94102
Attention: Assistant General Manager, Business Services and Chief Financial Officer
Telephone: (415) 554-3155
Fax: (415) 554-3161
With a copy to:

City and County of San Francisco
Office of Public Finance
City Hall, Room 336
1 Dr. Carlton B. Goodlett Place
San Francisco, California 94102
Telephone: (415) 554-5956
Fax: (415) 554 4864
If to the Representative or the Underwriters:

Morgan Stanley & Co. LLC
555 California Street, 21st Floor
San Francisco, CA 94104
4884-6405-2494.3

19 Telephone: (415) 576-2072
Attention: Esther Berg, Executive Director
Section 13. Entire Agreement . This Purchase Contract, when accepted by the Commission, shall constitute the entire agreement between the Commission and the Underwriters and is made solely for the benefit of the Commission and the Underwriters (including the successors or assigns of any Underwriters with the consent of the Commission) and no other person shall acquire or have any right hereunder by virtue hereof . All of the Commission’s representations, covenants and agreements in this Purchase Contract shall remain operative and in full force and effect, regardless of (a) any investigation made by or on behalf of the Underwriters, (b) delivery of and payment for the Bonds hereunder, and (c) any termination of this Purchase Contract.

Section 14. Counterparts. This Purchase Contract may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. This Purchase Contract may be signed in counterparts, and upon delivery to the other party of such signed Purchase Contract, which delivery may be by facsimile transmission, shall constitute the binding agreement of each party to this Purchase Contract.

Section 15. Mutual Reliance on Representations and Warranties . The Commission hereby acknowledges that the Underwriters, in causing this Purchase Contract to be executed by the Representative and in paying for the Bonds as provided herein, is relying upon the representations of the Commission set forth herein. The Underwriters hereby acknowledge that the Commission, in executing this Purchase Contract and issuing the Bonds described herein, is relying upon the representations and warranties of the Underwriters set forth herein.

Section 16. Severability. In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, but this Purchase Contract shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein.

Section 17. State of California Law Governs . The validity, interpretation and performance of this Purchase Contract shall be governed by the laws of the State of California .

This Purchase Contract shall be enforceable in the State of California, and any action arising out of this Purchase Contract shall be filed with and maintained in City and County of San Francisco Superior Court, San Francisco, California; provided, that the Commission may waive the requirement of venue.

Section 18. Limited Liability . The obligations and liabilities of the Commission hereunder are limited obligations of the Commission payable solely from Revenues as defined and set forth in the Indenture. None of the Commissioners, the off icers or employees of the Commission, or any person executing this Purchase Contract shall be liable personally for the obligations of the Commission hereunder or be subject to any personal liability or accountability by reason of the execution hereof. Neither of the faith and credit nor the taxing power of the State 4884-6405-2494.3

20 or any political subdivision thereof, including the City, is pledged to the obligations of the Commission hereunder.
[Remainder of Page Left Intentionally Blank; Signature Page Follows]

4884-6405-2494.3

NP Draft 3/17/22

Section 19. No Fiduciary or Advisory Role; Arm's Length Transaction . The Underwriters and the Commission acknowledge and agree that (i) the purchase and sale of the Bonds pursuant to this Purchase Contract is an arm's -length commercial transaction between Commission, on the one hand, and the Underwriters, on the other hand, (ii) in connection with such transaction, each Underwriter is acting solely as a principal and not as a municipal advisor, a financial advisor, or a fiduciary of the Commission, and may have financial and other interests that differ from those of the Commission, (iii) the Underwriters have not assumed a fiduciary responsibility in favor of the Commission with respect to the offering of the Bonds or the discussions, undertakings and procedures leading thereto (whether or not any Underwriter, or any affiliate of an Underwriter, has provided or is currently providing services or advice to Commission on other matters), and (iv) the Commission and the Underwriters have consulted with their respective legal, financial and other advisors to the extent they deemed appropriate in connection with the offering of the Bonds. The Underwriters are not acting as Municipal Advisors to the Commission (as defined in Section 15B of the Exchange Act of 1934, as amended) in connection with the matters contemplated by this Purchase Contract.

Very truly yours,
MORGAN STANLEY & CO. LLC, as
Representative
By:

By:

Title:

Accepted as of the date first stated above:

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By:

Assistant General Manager, Business Services and Chief Financial Officer Approved as to Form:

DAVID CHIU
City Attorney
By:

Deputy City Attorney

4884-6405-2494.3

A-22

SCHEDULE I

TO THE PURCHASE CONTRACT

MATURITY SCHEDULE
$___________
2022 Sub-Series A Bonds

Maturity Date
(November 1)
Principal
Amount
Interest
Rate Price

* Term Bonds; subject to mandatory sinking fund redemption.

Make-Whole Optional Redemption of 2022 Sub-Series A Bonds. Before November 1, ____, the 2022 Sub-Series A Bonds, will be subject to redemption prior to their respective stated maturity dates either in whole or in part, at the option of the Commission, at any time, at a redemption price equal to the greater of (i) 100% of the principal amount thereof or (ii) the Discounted Value (as defined below) thereof, plus in either case, accrued interest thereon to the date of redemption.

The 2022 Sub- Series A Bonds may be redeemed in any order of maturity and in any principal amount within a maturity as selected by the Commission in its sole discretion. All calculations and determinations referred to under this caption, “ Make-Whole Optional Redemption of 2022 Sub- Series A Bonds ,” except as provided in the preceding sentence, are expected (but not required) to be made by a financial advisor or other agent selected by the Commission for such purposes (the “Calculation Agent”). “Blended Treasury Yield ” means, with respect to the 2022 Sub- Series A Bonds of a particular maturity, the yield computed by the Commission or the Calculation Agent as the linear interpolation of two Market Treasury Yields such that the theoretical maturity that corresponds to the interpolated Market Treasury Yield equals the date that corresponds to the remaining average life of the 2022 Sub-Series A Bonds maturity to be redeemed from the redemption date. The first Market Treasury Yield shall be based on an actively traded U.S. Treasury security or U.S. Treasury index whose maturity is closest to but no later than the date corresponding to the remaining average life of the 2022 Sub-Series A Bonds maturity to be redeemed; the second Market Treasury Yield shall be based on an actively traded U.S. Treasury security or U.S. Treasury index whose maturity 4884-6405-2494.3

A-23

is closest to but no earlier than the date corresponding to the remaining average life of the 2022 Sub-Series A Bonds maturity to be redeemed.
“Discounted Value” means, with respect to each outstanding maturity of the 2022 Sub- Series A Bonds to be redeemed, the sum as determined by the Commission or the Calculation Agent of the amounts obtained by discounting all remaining scheduled payments of principal and interest (exclusive of interest accrued to the date of redemption) on such maturity from their respective scheduled payment dates to the applicable redemption date, at a yield (computed on a semi-annual basis, assuming a 360- day year consisting of twelve 30 -day months) equal to the applicable Discount Yield.
“Discount Yield” means, the Blended Treasury Yield, as determined by the Commission or the Calculation Agent with respect to the 2022 Sub-Series A Bonds maturity to be redeemed:
(i) plus _____ (__) basis points with respect to the 2022 Sub-Series A Bonds maturing in 20__, and
(ii) plus _____ (__) basis points with respect to the 2022 Sub-Series A Bonds maturing in 20__.

The Discount Yield will be calculated assuming semi -annual compounding based upon a 360-day year consisting of twelve 30-day months.
“Market Treasury Yield ” means that yield, as determined by the Commission or the Calculation Agent, assuming semi-annual compounding based upon a 360-day year consisting of twelve 30-day months, which is equal to:
(i) the yield for the applicable maturity of an actively traded U.S. Treasury security, reported, as of 11:00 a.m., New York City time, on the Valuation Date on the display designated as “Page PXl” of the Bloomberg Financial Markets Services Screen (or, if not available, any other nationally recognized trading screen reporting on-line intraday trading in U.S. Treasury securities); or
(ii) if the yield described in (i) above is not reported as of such time or the yield reported as of such time is not ascertainable, the most recent yield data for the applicable U.S. Treasury maturity index from the federal Reserve Statistical Release H.15 Daily Update (or any comparable or successor publication) reported, as of 11:00 a.m., New York City time, on the Valuation Date; or
(iii) if the yields described in (i) and (ii) above are not reported as of such time or the yields reported as of such time are not ascertainable, the yield for the applicable maturity of any actively traded U.S. Treasury security shall be based upon the average of yield quotations for such security (after excluding the highest and lowest quotations) as of 3:30 p.m., New York City time, on the Valuation Date received from no less than five primary dealers in U.S. Government securities selected by the Commission.

Each yield quotation for each actively traded U.S. Treasury security required in (i) and (iii) above shall be determined using the average of the bid and ask prices for that security. 4884-6405-2494.3

A-24

“Valuation Date” means no less than the third Business Day nor more than the twentieth Business Day preceding the redemption date.

Optional Redemption of 2022 Sub-Series A Bonds. The 2022 Sub- Series A Bonds maturing on or after November 1, 20__, are subject to redemption prior to their stated maturity, at the option of the Commission , from any source of available funds, as a whole or in part, on any date on or after November 1, ____, from such maturities or portions of maturities as are determined by the Commission (except as otherwise provided under the procedures of Securities Depository for the 2022 Sub-Series A Bonds) and by lot within any one maturity, at a redemption price equal to 100% of the principal amount of the 2022 Sub -Series A Bonds to be redeemed, plus accrued interest thereon to the date fixed for redemption, without premium.

Mandatory Sinking Fund Redemption of 2022 Sub-Series A Bonds. The 2022 Sub- Series A Bonds maturing on November 1, 20___ (the “2022 Sub-Series A Term Bonds (20___)”), are further subject to redemption prior to their stated maturity, and payable from the 2022 Sub- Series A Sinking Fund Account, on each November 1 on and after November 1, 20___, (except as otherwise provided under the procedures of Securities Depository for the 2022 Sub- Series A Bonds) by lot within any such maturity if less than all of the 2022 Sub-Series A Term Bonds (20__) of such maturity are then being redeemed, upon payment of the principal amount thereof and accrued interest thereon to the date fixed for redemption, without premium.

The 2022 Sub- Series A Term Bonds (20___ ) are subject to mandatory redemption on November 1 in each of the years and in the respective principal amounts as follows (such schedule subject to adjustment as directed by the Commission in the event of optional redemption of any portion of such 2022 Sub-Series A Term Bonds (20__) prior to maturity as described above):

Redemption Date
(November 1) Principal Amount

*Maturity.

4884-6405-2494.3

A-25

$_______________
2022 Sub-Series B Bonds
Maturity Date
(November 1)
Principal
Amount
Interest
Rate Price

* Term Bonds; subject to mandatory sinking fund redemption.

Make-Whole Optional Redemption of 2022 Sub-Series B Bonds. Before November 1, ____, the 2022 Sub-Series B Bonds, will be subject to redemption prior to their respective stated maturity dates either in whole or in part, at the option of the Commission, at any time, at a redemption price equal to the greater of (i) 100% of the principal amount thereof or (ii) the Discounted Value (as defined below) thereof, plus in either case, accrued interest thereon to the date of redemption.

The 2022 Sub- Series B Bonds may be redeemed in any order of maturity and in any principal amount within a maturity as selected by the Commission in its sole discretion. All calculations and determinations referred to under this caption, “Make -Whole Optiona l Redemption of 2022 Sub- Series B Bonds,” except as provided in the preceding sentence are expected (but not required) to be made by a financial advisor or other agent selected by the Commission for such purposes (the “Calculation Agent”). “Blended Treasury Yield ” means, with respect to the 2022 Sub- Series B Bonds of a particular maturity, the yield computed by the Commission or the Calculation Agent as the linear interpolation of two Market Treasury Yields such that the theoretical maturity that corresponds to the interpolated Market Treasury Yield equals the date that corresponds to the remaining average life of the 2022 Sub-Series B Bonds maturity to be redeemed from the redemption date. The first Market Treasury Yield shall be based on an actively traded U.S. Treasury security or U.S. Treasury index whose maturity is closest to but no later than the date corresponding to the remaining average life of the 2022 Sub-Series B Bonds maturity to be redeemed; the second Market Treasury Yield 4884-6405-2494.3

A-26

shall be based on an actively traded U.S. Treasury security or U.S. Treasury index whose maturity is closest to but no earlier than the date corresponding to the remaining average life of the 2022 Sub-Series B Bonds maturity to be redeemed.
“Discounted Value” means, with resp ect to each outstanding maturity of the 2022 Sub- Series B Bonds to be redeemed, the sum as determined by the Commission or the Calculation Agent of the amounts obtained by discounting all remaining scheduled payments of principal and interest (exclusive of interest accrued to the date of redemption) on such maturity from their respective scheduled payment dates to the applicable redemption date, at a yield (computed on a semi-annual basis, assuming a 360- day year consisting of twelve 30 -day months) equal to the applicable Discount Yield.
“Discount Yield” means, the Blended Treasury Yield, as determined by the Commission or the Calculation Agent with respect to the 2022 Sub-Series B Bonds maturity to be redeemed:
(i) plus _____ (__) basis points with respect to the 2022 Sub-Series B Bonds maturing in 20__, and
(ii) plus _____ (__) basis points with respect to the 2022 Sub-Series B Bonds maturing in 20__.

The Discount Yield will be calculated assuming semi- annual compounding based upon a 360-day year consisting of twelve 30-day months.
“Market Treasury Yield ” means that yield, as determined by the Commission or the Calculation Agent, assuming semi-annual compounding based upon a 360-day year consisting of twelve 30-day months, which is equal to:
(i) the yield for the applicable maturity of an actively traded U.S. Treasury security, reported, as of 11:00 a.m., New York City time, on the Valuation Date on the display designated as “Page PXl” of the Bloomberg Financial Markets Services Screen (or, if not available, any other nationally recognized trading screen reporting on-line intraday trading in U.S. Treasury securities); or
(ii) if the yield described in (i) above is not reported as of such time or the yield reported as of such time is not ascertainable, the most recent yield data for the applicable U.S. Treasury maturity index from the federal Reserve Statistical Release H.15 Daily Update (or any comparable or successor publication) reported, as of 11:00 a.m., New York City time, on the Valuation Date; or
(iii) if the yields described in (i) and (ii) above are not reported as of such time or the yields reported as of such time are not ascertainable, the yield for the applicable maturity of any actively traded U.S. Treasury security shall be based upon the average of yield quotations for such security (after excluding the highest and lowest quotations) as of 3:30 p.m., New York City time, on the Valuation Date received from no less than five primary dealers in U.S. Government securities selected by the Commission.
4884-6405-2494.3

A-27

Each yield quotation for each actively traded U.S. Treasury security required in (i) and (iii) above shall be determined using the average of the bid and ask prices for that security. “Valuation Date” means no less than the third Business Day nor more than the twentieth Business Day preceding the redemption date.

Optional Redemption of 2022 Sub-Series B Bonds . The 2022 Sub- Series B Bonds maturing on or after November 1, 20__, are subject to redemption prior to their stated maturity, at the option of the Commission, from any source of available funds, as a whole or in part, on any date on or after November 1, ____, from such maturities or portions of maturities as are determined by the Commission (except as otherwise provided under the procedures of Se curities Depository for the 2022 Sub-Series B Bonds) and by lot within any one maturity, at a redemption price equal to 100% of the principal amount of the 2022 Sub -Series B Bonds to be redeemed, plus accrued interest thereon to the date fixed for redemption, without premium.

Mandatory Sinking Fund Redemption of 2022 Sub-Series B Bonds. The 2022 Sub-Series B Bonds maturing on November 1, 20___ (the “ 2022 Sub-Series B Term Bonds (20___) ”), are further subject to redemption prior to their stated maturity, and payable from the 2022 Sub-Series B Sinking Fund Account, on each November 1 on and after November 1, 20___, (except as otherwise provided under the procedures of Securities Depository for the 2022 Sub- Series B Bonds) by lot within any such maturity if less than all of the 2022 Sub-Series B Term Bonds (20__) of such maturity are then being redeemed, upon payment of the principal amount thereof and accrued interest thereon to the date fixed for redemption, without premium.

The 2022 Sub- Series B Term Bonds ( 20___) are subject to mandatory redemption on November 1 in each of the years and in the respective principal amounts as follows (such schedule subject to adjustment as directed by the Commission in the event of optional redemption of any portion of such 2022 Sub-Series B Term Bonds (20__) prior to maturity as described above):

Redemption Date
(November 1) Principal Amount

*Maturity.

4884-6405-2494.3

A-28

$______________
2022 Sub-Series C Bonds
Maturity Date
(November 1)
Principal
Amount
Interest
Rate Price

* Term Bonds; subject to mandatory sinking fund redemption.

Make-Whole Optional Redemption of 2022 Sub-Series C Bonds. Before November 1, ____, the 2022 Sub-Series C Bonds, will be subject to redemption prior to their respective stated maturity dates either in whole or in part, at the option of the Commission, at any time, at a redemption price equal to the greater of (i) 100% of the principal amount thereof or (ii) the Discounted Value (as defined below) thereof, plus in either case, accrued interest thereon to the date of redemption.

The 2022 Sub- Series C Bonds may be redeemed in any order of maturity and in any principal amount within a maturity as selected by the Commission in its sole discretion. All calculations and determinations referred to under this caption, “Make -Whole Optional Redemption of 2022 Sub- Series C Bonds,” except as provided in the preceding sentence are expected (but not required) to be made by a financial advisor or other agent selected by the Commission for such purposes (the “Calculation Agent”). “Blended Treasury Yield ” means, with respect to the 2022 Sub- Series C Bonds of a particular maturity, the yield computed by the Commission or the Calculation Agent as the linear interpolation of two Market Treasury Yields such that the theoretical maturity that corresponds to the interpolated Market Treasury Yield equals the date that corresponds to the remaining average life of the 2022 Sub-Series C Bonds maturity to be redeemed from the redemption date. The first Market Treasury Yield shall be based on an actively traded U.S. Treasury security or U.S. Treasury index whose maturity is closest to but no later than the date corresponding to the remaining average 4884-6405-2494.3

A-29

life of the 2022 Sub-Series C Bonds maturity to be redeemed; the second Market Treasury Yield shall be based on an actively traded U.S. Treasury security or U.S. Treasury index whose maturity is closest to but no earlier than the date corresponding to the remaining average life of the 2022 Sub-Series C Bonds maturity to be redeemed.
“Discounted Value” means, with respect to each outstanding maturity of the 2022 Sub- Series C Bonds to be redeemed, the sum as determined by the Commission or the Calculation Agent of the amounts obtained by discounting all remaining scheduled payments of principal and interest (exclusive of interest accrued to the date of redemption) on such maturity from their respective scheduled payment dates to the app licable redemption date, at a yield (computed on a semi-annual basis, assuming a 360- day year consisting of twelve 30 -day months) equal to the applicable Discount Yield.
“Discount Yield” means, the Blended Treasury Yield, as determined by the Commission or the Calculation Agent with respect to the 2022 Sub-Series C Bonds maturity to be redeemed:
(i) plus _____ (__) basis points with respect to the 2022 Sub-Series C Bonds maturing in 20__, and
(ii) plus _____ (__) basis points with respect to the 2022 Sub-Series C Bonds maturing in 20__.

The Discount Yield will be calculated assuming semi- annual compounding based upon a 360-day year consisting of twelve 30-day months.
“Market Treasury Yield ” means that yield, as determined by the Commission or the Calculation Agent, assuming semi-annual compounding based upon a 360-day year consisting of twelve 30-day months, which is equal to:
(i) the yield for the applicable maturity of an actively traded U.S. Treasury security, reported, as of 11:00 a.m., New York City time, on the Valuation Date on the display designated as “Page PXl” of the Bloomberg Financial Markets Services Screen (or, if not available, any other nationally recognized trading screen reporting on-line intraday trading in U.S. Treasury securities); or
(ii) if the yield described in (i) above is not reported as of such time or the yield reported as of such time is not ascertainable, the most recent yield data for the applicable U.S. Treasury maturity index from the federal Reserve Statistical Release H.15 Daily Update (or any comparable or successor publication) reported, as of 11:00 a.m., New York City time, on the Valuation Date; or
(iii) if the yields described in (i) and (ii) above are not reported as of such time or the yields reported as of such time are not ascertainable, the yield for the applicable maturity of any actively traded U.S. Treasury security shall be based upon the average of yield quotations for such security (after excluding the highest and lowest quotations) as of 3:30 p.m., New York City time, on the Valuation Date received from no less than five primary dealers in U.S. Government securities selected by the Commission.
4884-6405-2494.3

A-30

Each yield quotation for each actively traded U.S. Treasury security required in (i) and (iii) above shall be determined using the average of the bid and ask prices for that security. “Valuation Date” means no less than the third Business Day nor more than the twentieth Business Day preceding the redemption date.

Optional Redemption of 2022 Sub-Series C Bonds . The 2022 Sub- Series C Bonds maturing on or after November 1, 20__, shall be subject to redemption prior to their stated maturity, at the option of the Commission, from any source of available funds, as a whole or in part, on any date on or after November 1, 20__, from such maturities or portions of maturities as are determined by the Commission and (except as otherwise provided under the procedures of Securities Depo sitory for the 2022 Sub- Series C Bonds) by lot within any one maturity, at a redemption price equal to 100% of the principal amount of the 2022 Sub -Series C Bonds to be redeemed, plus accrued interest thereon to the date fixed for redemption, without premium.

Mandatory Sinking Fund Redemption of 2022 Sub-Series C Bonds. The 2022 Sub-Series C Bonds maturing on November 1, 20___ (the “ 2022 Sub-Series C Term Bonds (20___)”), are further subject to redemption prior to their stated maturity, and payable from the 2022 Sub-Series C Sinking Fund Account, on each November 1 on and after November 1, 20___, (except as otherwise provided under the procedures of Securities Depository for the 2022 Sub- Series C Bonds) by lot within any such maturity if less than all of the 2022 Sub-Series C Term Bonds (20__) of such maturity are then being redeemed, upon payment of the principal amount thereof and accrued interest thereon to the date fixed for redemption, without premium.

The 2022 Sub- Series C Term Bonds (20___) are subject to mandatory redemption on November 1 in each of the years and in the respective principal amounts as follows (such schedule subject to adjustment as directed by the Commission in the event of optional redemption of any portion of such 2022 Sub-Series C Term Bonds (20__) prior to maturity as described above):

Redemption Date
(November 1) Principal Amount

*Maturity.

4884-6405-2494.3

A-31

$______________
2022 Sub-Series D Bonds
Maturity Date
(November 1)
Principal
Amount
Interest
Rate Price

* Term Bonds; subject to mandatory sinking fund redemption.

Make-Whole Optional Redemption of 2022 Sub-Series D Bonds. Before November 1, ____, the 2022 Sub-Series D Bonds, will be subject to redemption prior to their respective stated maturity dates either in whole or in part, at the option of the Commission, at any time, at a redemption price equal to the greater of (i ) 100% of the principal amount thereof or (ii) the Discounted Value (as defined below) thereof, plus in either case, accrued interest thereon to the date of redemption.

The 2022 Sub- Series D Bonds may be redeemed in any order of maturity and in any principal amount within a maturity as selected by the Commission in its sole discretion. All calculations and determinations referred to under this caption, “Make -Whole Optional Redemption of 2022 Sub- Series D Bonds,” except as provided in the preceding sentence are expected (but not required) to be made by a financial advisor or other agent selected by the Commission for such purposes (the “Calculation Agent”). “Blended Treasury Yield ” means, with respect to the 2022 Sub- Series D Bonds of a particular maturity, the yield computed by the Commission or the Calculation Agent as the linear interpolation of two Market Treasury Yields such that the theoretical maturity that corresponds to the interpolated Market Treasury Yield equals the date that corresponds to the rem aining average life of the 2022 Sub-Series D Bonds maturity to be redeemed from the redemption date. The first Market Treasury Yield shall be based on an actively traded U.S. Treasury security or U.S. Treasury index whose maturity is closest to but no later than the date corresponding to the remaining average life of the 2022 Sub-Series D Bonds maturity to be redeemed; the second Market Treasury Yield shall be based on an actively traded U.S. Treasury security or U.S. Treasury index whose maturity 4884-6405-2494.3

A-32

is closest to but no earlier than the date corresponding to the remaining average life of the 2022 Sub-Series D Bonds maturity to be redeemed.
“Discounted Value” means, with respect to each outstanding maturity of the 2022 Sub- Series D Bonds to be redeemed, the sum as determined by the Commission or the Calculation Agent of the amounts obtained by discounting all remaining scheduled payments of principal and interest (exclusive of interest accrued to the date of redemption) on such maturity from their respective scheduled payment dates to the applicable redemption date, at a yield (computed on a semi-annual basis, assuming a 360- day year consisting of twelve 30 -day months) equal to the applicable Discount Yield.
“Discount Yield” means, the Blended Treasury Yield, as determined by the Commission or the Calculation Agent with respect to the 2022 Sub-Series D Bonds maturity to be redeemed:
(i) plus _____ (__) basis points with respect to the 2022 Sub-Series D Bonds maturing in 20__, and
(ii) plus _____ (__) basis points with respect to the 2022 Sub-Series D Bonds maturing in 20__.

The Discount Yield will be calculated assuming semi- annual compounding based upon a 360-day year consisting of twelve 30-day months.
“Market Treasury Yield ” means that yield, as determined by the Commission or the Calculation Agent, assuming semi-annual compounding based upon a 360-day year consisting of twelve 30-day months, which is equal to:
(i) the yield for the applicable maturity of an actively traded U.S. Treasury security, reported, as of 11:00 a.m., New York City time, on the Valuation Date on the display designated as “Page PXl” of the Bloomberg Financial Markets Services Screen (or, if not available, any other nationally recognized trading screen reporting on-line intraday trading in U.S. Treasury securities); or
(ii) if the yield described in (i) above is not reported as of such time or the yield reported as of such time is not ascertainable, the most recent yield data for the applicable U.S. Treasury maturity index from the federal Reserve Statistical Release H.15 Daily Update (or any comparable or successor publication) reported, as of 11:00 a.m., New York City time, on the Valuation Date; or
(iii) if the yields described in (i) and (ii) above are not reported as of such time or the yields reported as of such time are not ascertainable, the yield for the applicable maturity of any actively traded U.S. Treasury security shall be based upon the average of yield quotations for such security (after excluding the highest and lowest quotations) as of 3:30 p.m., New York City time, on the Valuation Date received from no less than five primary dealers in U.S. Government securities selected by the Commission.

Each yield quotation for each actively traded U.S. Treasury security required in (i) and (iii) above shall be determined using the average of the bid and ask prices for that security. 4884-6405-2494.3

A-33

“Valuation Date” means no less than the third Business Day nor more than the twentieth Business Day preceding the redemption date.

Optional Redemption of 2022 Sub-Series D Bonds . The 2022 Sub- Series D Bonds maturing on or after November 1, 20__, shall be subject to redemption prior to their stated maturity, at the option of the Commission, from any source of available funds, as a whole or in part, on any date on or after November 1, 20__, from such maturities or portions of maturities as are determined by the Commission and (except as otherwise provided under the procedures of Securities Depo sitory for the 2022 Sub- Series D Bonds) by lot within any one maturity, at a redemption price equal to 100% of the principal amount of the 2022 Sub- Series D Bonds to be redeemed, plus accrued interest thereon to the date fixed for redemption, without premium.

Mandatory Sinking Fund Redemption of 2022 Sub-Series D Bonds . The 2022 Sub- Series D Bonds maturing on November 1, 20___ (the “2022 Sub-Series D Term Bonds (20___)”), are further subject to redemption prior to their stated maturity, and payable from the 2022 Sub- Series D Sinking Fund Account, on each November 1 on and after November 1, 20___, (except as otherwise provided under the procedures of Securities Depository for the 2022 Sub- Series D Bonds) by lot within any such maturity if less than all of the 2022 Sub-Series D Term Bonds (20__) of such maturity are then being redeemed, upon payment of the principal amount thereof and accrued interest thereon to the date fixed for redemption, without premium.

The 2022 Sub- Series D Term Bonds (20___) are subject to mandatory redemption on November 1 in each of the years and in the respective principal amounts as follows (such schedule subject to adjustment as directed by the Commission in the event of optional redemption of any portion of such 2022 Sub-Series D Term Bonds (20__) prior to maturity as described above):

Redemption Date
(November 1) Principal Amount

*Maturity.
4884-6405-2494.3

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EXHIBIT A

MANDATORY CITY CONTRACTING REQUIREMENTS
[To Be Confirmed]
Each underwriter shall comply with the following provisions of this Purchase Contract as if set forth in the text thereof. Capitalized terms used but not defined in this exhibit shall have the meanings given in the Purchase Contract.

1. N ondiscrimination; Penalties .
(a) Nondiscrimination in Contracts . Each Underwriter shall comply with the provisions of Chapters 12B and 12C of the San Francisco Administrative Code. Each Underwriter shall incorporate by reference in any subcontracts the provisions of Sections12B.2(a), 12B.2(c) - (k), and 12C.3 of the San Francisco Administrative Code and shall require any subcontractors to comply with such provisions. Each Underwriter is subject to the enforcement and penalty provisions in Chapters 12B and 12C.
(b) Nondiscrimination in the Provision of Employee Benefits . San Francisco Administrative Code 12B.2. Each Underwriter does not as of the date of this Purchase Contract, and will not during the term of this Purchase Contract, in any of its operations in San Francisco, on real property owned by San Francisco, or where work is being performed for the City elsewhere in the United States, discriminate in the provision of employee benefits between employees with domestic partners and employees with spouses and/or between the domestic partners and spouses of such employees, subject to the conditions set forth in San Francisco Administrative Code Section12B.2.
(c) Condition to Contract. As a condition to the Purchase Contract, each Underwriter shall execute the “Chapter 12B Declaration: Nondiscrimination in Contracts and Benefits” form (form HRC-12B-101) with supporting documentation and secure the approval of the form by the San Francisco Human Rights Commission.

2. M
acBride Principles —Northern Ireland . The provisions of San Francisco Administrative Code §12F are incorporated by this reference and made part of this Purchase Contract. By entering into this Purchase Contract, each Underwriter confirms that it has read and understood that the City urges companies doing business in Northern Ireland to resolve employment inequities and to abide by the MacBride Principles, and urges San Francisco companies to do business with corporations that abide by the MacBride Principles.

3. Tropical Hardwood and Virgin Redwood Ban.

Under San Francisco Environment
Code Section 804(b), the City urges each Underwriter not to import, purchase, obtain, or use for any purpose, any tropical hardwood, tropical hardwood wood product, virgin redwood or virgin redwood wood product.

4. Alcohol a
nd Drug-Free Workplace. The City reserves the right to deny access to, or require each Underwriter to remove from, City facilities personnel of such Underwriter who the City has reasonable grounds to believe has engaged in alcohol abuse or illegal drug activity which 4884-6405-2494.3

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in any way impairs the City’s ability to maintain safe work facilities or to protect the health and well-being of City employees and the general public. The City shall have the right of final approval for the entry or re -entry of any such person previously denied access to, or removed from, City facilities. Illegal drug activity means possessing, furnishing, selling, offering, purchasing, using or being under the influence of illegal drugs or other controlled substances for which the individual lacks a valid prescription. Alcohol abuse means possessing, furnishing, selling, offering, or using alcoholic beverages, or being under the influence of alcohol.

5. C ompliance with Americans with Disabilities Act. Each Underwriter shall provide the services specified in the Purchase Contract in a manner that complies with the Americans with Disabilities Act (ADA), including but not limited to Title II’s program access requirements, and all other applicable federal, state and local disability rights legislation.

6. Sunshine Ordinance. Each Underwriter acknowledges that this Purchase Contract and all records related to its formation, such Underwriter’s performance of services provided under the Purchase Contract, and the City’s payment are subject to the California Public Records Act, (California Government Code §6250 et. seq.), and the San Francisco Sunshine Ordinance, (San Francisco Administrative Code Chapter 67). Such records are subject to public inspection and copying unless exempt from disclosure under federal, state or local law.

7. Limitations on Contributions .

By executing this Purchase Contract, each
Underwriter acknowledges that it is familiar with section 1.126 of the City’s Campaign and Governmental Conduct Code, which prohibits any person who contracts with the City for the rendition of personal services, for the furnishing of any material, supplies or equipment, for the sale or lease of any land or building, or for a grant, loan or loan guarantee, from making any campaign contribution to (1) an individual holding a City elective office if the contract must be approved by the individual, a board on which that individual serves, or the board of a state agency on which an appointee of that individual serves, (2) a candidate for the office held by su ch individual, or (3) a committee controlled by such individual, at any time from the commencement of negotiations for the contract until the later of either the termination of negotiations for such contract or six months after the date the contract is approved. The prohibition on contributions applies to each prospective party to the contract; each member of each Underwriter’s board of directors; each Underwriter’s chairperson, chief executive officer, chief financial officer and chief operating officer; any person with an ownership interest of more than 20 percent in such Underwriter; any subcontractor listed in the bid or contract; and any committee that is sponsored or controlled by such Underwriter . Each Underwriter must inform each such person of the limitation on contributions imposed by Section 1.126 and provide the names of the persons required to be informed to City.

8. Requiring Minimum Compensation for Covered Employees. Each Underwriter shall pay covered employees no less than the minimum compensation required by San Francisco Administrative Code Chapter 12P. Each Underwriter is subject to the enforcement and penalty provisions in Chapter 12P. By entering into this Purchase Contract, each Underwriter certifies that it is in compliance with Chapter 12P.

9. Requiring Health Benefits for Covered Employees.

Each Underwriter shall comply
with San Francisco Administrative Code Chapter 12Q. Each Underwriter shall choose and 4884-6405-2494.3

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perform one of the Health Care Accountability options set forth in San Francisco Administrative Code Chapter 12Q.3. Each Underwriter is subject to the enforcement and penalty provisions in Chapter 12Q.

10. P
rohibition on Political Activity with City Funds . In performing the services provided under the Purchase Contract, each Underwriter shall comply with San Francisco Administrative Code Chapter 12G, which prohibits funds appropriated by the City for this Purchase Contract from being expended to participate in, support, or attempt to influence any political campaign for a candidate or for a ballot measure. Each Underwriter is subject to the enforcement and penalty provisions in Chapter 12G.

11. Nondisclosure of Private, Proprietary or Confidential Information. If this Purchase Contract requires the City to disclose “Private Information” to an Underwriter within the meaning of San Francisco Administrative Code Chapter 12M, each Underwriter shall use such information consistent with the restrictions stated in Chapter 12M and in this Purchase Contract and only as necessary in performing the services provided under the Purchase Contract. Each Underwriter is subject to the enforcement and penalty provisions in Chapter 12M.

In the performance of services provided under the Purchase Contract, each Underwriter m
ay have access to the City’s proprietar y or confidential information, the disclosure of which to third parties may damage the City. If the City discloses proprietary or confidential information to an Underwriter, such information must be held by such Underwriter in confidence and used only in performing the Purchase Contract. Each Underwriter shall exercise the same standard of care to protect such information as a reasonably prudent contractor would use to protect its own proprietary or confidential information.

12. C
onsideration of Criminal History in Hiring and Employment Decisions. Each Underwriter agrees to comply fully with and be bound by all of the provisions of Chapter 12T, “City Contractor/Subcontractor Consideration of Criminal History in Hiring and Employment Decisions,” of the San Francisco Administrative Code (“Chapter 12T”), including the remedies provided, and implementing regulations, as may be amended from time to time. The provisions of Chapter 12T are incorporated by reference and made a part of this Purchase Contract. The text of Chapter 12T is available on the web at http://sfgov.org/olse/fco. A partial listing of some of the Underwriters’ obligations under Chapter 12T is set forth in this Section. Each Underwriter is required to comply with all of the applicable provisions of Chapter 12T, irrespective of the listing of obligations in this Section. Capitalized terms used in this Section and not defined in this Purchase Contract shall have the meanings assigned to such terms in Chapter 12T.

The requirements of Chapter 12T shall only apply to an Underwriter’s operations to the e
xtent those operations are in furtherance of the performance of this Purchase Contract, shall apply only to applicants and employees who would be or are performing work in furtherance of this Purchase Contract, and shall apply when the physical location of the employment or prospective employment of an individual is wholly or substantially within the City of San Francisco. Chapter 12T shall not apply when the application in a particular context would conflict with federal or state law or with a requirement of a government agency implementing federal or state law. 4884-6405-2494.3

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13. Submitting False Claims; Monetary Penalties . The full text of San Francisco Administrative Code §§ 21.35, including the enforcement and penalty provisions, is incorporated into this Purchase Contract. Under San Francisco Administrative Code §21.35, any contractor, subcontractor or consultant who submits a false claim shall be liable to the City for the statutory penalties set forth in that section. A contractor, subcontractor or consultant will be deemed to have submitted a false claim to the City if the contractor, subcontractor or consultant: (a) knowingly presents or causes to be presented to an officer or employee of the City a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the City; (c) conspires to defraud the City by getting a false claim allowed or paid by the City; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to pay or transmit money or property to the City; or (e) is a beneficiary of an inadvertent submission of a false claim to the City, subsequently discovers the falsity of the claim, and fails to disclose the false claim to the City within a reasonable time after discovery of the false claim.

14. Conflict of Interest. By enter i
ng into the Purchase Contract, each Underwriter
certifies that it does not know of any fact which constitutes a violation of Section 15.103 of the City’s Charter; Article III, Chapter 2 of City’s Campaign and Governmental Conduct Code; Title 9, Chapter 7 of the California Government Code (Section 87100 et seq.), or Title 1, Division 4, Chapter 1, Article 4 of the California Government Code (Section 1090 et seq.), and further agrees promptly to notify the City if it becomes aware of any such fact during the term of this Purchase Contract.

15. Assignment. T
he services provided under the Purchase Contract to be performed by each Underwriter are personal in character and neither this Purchase Contract nor any duties or obligations may be assigned or delegated by an Underwriter unless first approved by the City by written instrument executed and approved in the same manner as this Purchase Contract . Any purported assignment made in violation of this provision shall be null and void.

16. Food Service Waste Reduction Requ
irements. Each Underwriter shall comply with
the Food Service Waste Reduction Ordinance, as set forth in San Francisco Environment Code Chapter 16, including but not limited to the provided remedies for noncompliance.

17. Cooperative Drafting. T
his Purchase Contract has been drafted through a
cooperative effort of the City and the Underwriters, and all parties have had an opportunity to have the Purchase Contract reviewed and revised by legal counsel. No party shall be considered the drafter of this Purchase Contract, and no presumption or rule that an ambiguity shall be construed against the party drafting the clause shall apply to the interpretation or enforcement of this Purchase Contract.

18. Sugar-S
weetened Beverage Prohibition . Each Underwriter agrees that it will not sell, provide, or otherwise distribute Sugar -Sweetened Beverages, as defined by San Francisco Administrative Code Chapter 101, as part of its performance of this Purchase Contract.

19. First Source Hiring Program . E ach Underwriter must comply wi th all of the provisions of the First Source Hiring Program, Chapter 83 of the San Francisco Administrative 4884-6405-2494.3

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Code, that apply to this Purchase Contract, and each Underwriter is subject to the enforcement and penalty provisions in Chapter 83.

20. L aws Incorporat ed by Reference. The full text of the laws listed in this Exhibit A, including enforcement and penalty provisions, are incorporated into this Purchase Contract by reference. The full text of the San Francisco Municipal Code provisions incorporated by reference in this Exhibit A are available at www.sfgov.org under “Open Gov.”

1 ESCROW AGREEMENT

RELATED TO

REFUNDING AND DEFEASANCE OF CERTAIN

PUBLIC UTILITIES COMMISSION

OF THE CITY AND COUNTY OF SAN FRANCISCO

WATER REVENUE BONDS
THIS ESCROW AGREEMENT, dated as of _______ 1, 2022, is by and between the P

UBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO (the “Commission”), a commission duly constituted under the Charter (the “Charter”) of the City and County of San Francisco (the “ City”), and U. S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association duly organized and existing under and by virtue of the laws of the United States of America, as escrow agent hereunder (the “Escrow Agent ”) and as trustee with respect to the Refunded Bonds referred to below (the “Trustee”).

WITNESSET H:

WHEREAS, at a duly called and held election on November 5, 2002, a majority of voters vot
ing on the measure approved Proposition E (“Proposition E of 2002”) to authorize the issuance by the Commission of its revenue bonds or other forms of revenue financing, when authorized by ordinance approved by a two- thirds vote of the Board of Supervisors of the City (the “Board ”), for the purpose of reconstructing, replacing, expanding, repairing or improving water facilities under the jurisdiction of the Commission, subject to satisfaction of certain conditions; and
WHEREAS, the authority to issue revenue bonds pursuant to Proposition E of 2002 is expressly notwithstanding, and in addition to, the authority granted to the Board under Section

9.107 of the Charter, to provide for the issuance of revenue bonds of the City upon the assent of a majority of the voters upon any proposition for the issuance of revenue bonds; and WHEREAS, at the duly called and held revenue bond election on November 5, 2002, a ma
jority of voters voting on the measure further approved, under the authority of Charter Section

9.107, Proposition A (“Proposition A of 2002”) which, among other things, authorized the Commission to issue its revenue bonds and/or other forms of revenue financing in a principal amount not to exceed $1,628,000,000 (such authorized amount being subject to reduction to the extent projects designed and intended in substantial part to improve the reliability of the City’s regional water system are issued by the San Francisco Bay Area Regional Water System Financing Authority) for the purpose of financing the costs of acquisition and construction of improvements to the City’s water system, capitalized interest and all costs and expenses incidental to such improvements, including but not limited to engineering, inspection, auditing, legal and fiscal agent fees and costs of issuance; and
WHEREAS, Section 9.109 of the Charter authorizes the Board to provide for the i
ssuance of revenue refunding bonds, for which no voter approval is required, for the purpose of refunding any outstanding revenue bonds of the City provided such refunding bonds are

2 expected to result in net debt service savings to the City on a present value basis, calculated as provided by ordinance; and
WHER EAS, Pursuant to Proposition E of 2002, Proposition A of 2002, or, as applicable, Section 9.109, and various ordinances and resolutions adopted by the Board and the Commission thereunder, the Commission has previously issued, under that certain Amended and Restated Indenture, dated as of August 1, 2002, by and between the Commission and the Trustee, as further amended and supplemented (the “Indenture”), among other bonds, its: (i) San Francisco Water Revenue Bonds, 20__ Sub- Series __ Bonds (the “20___ Bonds ”); (ii) San Francisco Water Revenue Bonds, 20__ Sub- Series __ Bonds [(Refunding)] (the “20___ Bonds ”); (iii) San Francisco Water Revenue Bonds, 20__ Sub- Series __ Bonds [ (WSIP)] (the “20__ Bonds ”); (iv) San Francisco Water Revenue Bonds, 20__ Sub-Series __ Bonds [(Prop. A Reimbursement)] (t
he “20__ Bonds ”); (v) San Francisco Water Revenue Bonds, 20__ Sub- Series __ Bonds [(Refunding)] (the “20___ Bonds ”); and (vi) San Francisco Water Revenue Bonds, 20__ Sub- Series __ Bonds [(WSIP) (Green Bonds)] ( the “20___ Bonds”); and WHEREAS, on [ September 29, 2020] the Board of Supervisors of the City passed Ordinance No. [174-20] , by a two- thirds vote, authorizing, among other things, the issuance of water revenue refunding bonds by the Commission, without limitation as to principal amount, subject to satisfaction of certain conditions; and on ________, 2022, the Commission adopted Resolution No. 22-____, authorizing the issuance of water revenue refunding bonds in an aggregate principal amount not exceeding $________, each under the authority granted pursuant to Section 9.109 of the Charter;
WHEREAS, under the authority hereinabove mentioned, the Commission has now de
termined to issue $__________ aggregate principal amount of its San Francisco Water Revenue Bonds, 2022 Series ABCD in four sub-series: (i) 2022 Sub- Series A (Refunding– Federally Taxable) (WSIP) (Green Bonds) in the principal amount of $ _______ (the “2022A Bonds”), to be issued under a Forty-Third Supplemental Indenture supplementing the Indenture; (ii) 2022 Sub-Series B (Refunding–Federally Taxable) (Regional Water) in the principal amount of $________ (the “2022B Bonds ”), to be issued under a Forty-Forth Supplemental Indenture supplementing the Indenture; (iii) 2022 Sub- Series C (Refunding–Federally Taxable) ( Hetch Hetchy Water) in the principal amount of $________ (the “2022C Bonds”), to be issued under a Forty-Fifth Supplemental Indenture supplementing the Indenture; and (iv) 2022 Sub- Series D (Refunding—Federally Taxable) (Non -WSIP) in the principal amount of $______ (the “ 2022D Bonds”), to be issued under a Forty- Sixth Supplemental Indenture supplementing the Indenture .

The 2022 Series ABCD Bonds are being issued for the purpose of refunding and defeasi ng:
i. $_______ pr incipal amount of the 20___ Bonds (such portion of the 20___ Bonds being refunded, the “20___ Refunded Bonds”);
ii. $________ principal amount of the 20___ Bonds (such portion of the 20___ Bonds being refunded, the “20___ Refunded Bonds”);
iii. $_________ principal amount of the 20___ Bonds (such portion of the 20___ Bonds being refunded, the “20___ Refunded Bonds”);

3 iv. $_________ pr incipal amount of the 20___ Bonds (such portion of the 20___ Bonds being refunded, the “20___ Refunded Bonds”);
v. $_________ principal amount of the 20___ Bonds (such portion of the 20___ Bonds being refunded, the “20___ Refunded Bonds”); and
vi. $________ principal amount of the 20___ Bonds (such portion of the 20___ Bonds being refunded, the “ 20___ Refunded Bonds ” and, collectively with the 20___ Refunded Bonds, the 20___ Refunded Bonds, the 20___ Refunded Bonds and the 20___ Refunded Bonds, the “Refunded Bonds ”) all as more specifically shown in Exhibit A attached hereto;
WHEREAS, by irrevocably depositing with the Escrow Agent certain of the proceeds of the 2022 Series ABC D Bonds , together with certain other available funds relating to the Refunded Bonds, and directing the Escrow Agent to invest such amounts in certain federal securities satisfying the criteria set forth in Section 10.02 of the Indenture (as further detailed in Exhibit C attached hereto, the “Initial Federal Securities”), the Escrow Agent will have sufficient
moneys to pay: (a) the interest becoming due on the Refunded Bonds on each interest payment date therefor on and before the respective maturity date and redemption dates, as applicable, of such Refunded Bonds, and (b) the principal due at maturity on the Refunded Bonds maturing on [November 1, 2022] and the redemption price ( i.e., 100% of the principal amount) of the Refunded Bonds to be redeemed on the respective redemption dates therefor; WHEREAS, the Escrow Agent, in reliance on the verification report prepared by [ AW Smith LLC] (
the “Verification Report ”), which Verification Report shows that the Initial Federal Securities and un-invested cash in the Escrow Fund (hereinafter defined) are sufficient to provide f
or the timely payment of the Refunded Bonds, has determined that the Escrow Fund is sufficient for such purpose; and
NOW THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Commission and the Escrow Agent agree as follows:

SECTION 1. Establishment of Escrow Fund. There is hereby created and established with the Escrow Agent a special, segregated and irrevocable escrow fund (the “Escrow Fund”) to be held in the custody of the Escrow Agent in escrow for the benefit of the registered owners of the Refunded Bonds, separate a
nd apart from other funds of the Commission. Within the Escrow Fund, the Escrow Agent shall create ___ separate accounts: (i) one relating exclusively to the 20___ Refunded Bonds (the “20___ Escrow Account ”); (ii) one relating exclusively to the 20___ Refunded Bonds (the “ 20___ Escrow Account ”); (iii) one relating exclusively to the 20___ Refunded Bonds (the “20___ Escrow Account”); (iv) one relating exclusively to the 20___ Refunded Bonds (the “20___ Escrow Account ”); (v) one relating exclusively to the 20___ Refunded Bonds (the “ 20___ Escrow Account ”) and (vi) one relating exclusively to the 20___ Refunded Bonds (the “20___ Escrow Account”).

4 SECTION 2. D eposit of Moneys. The Commission hereby irrevocably deposits with the Escrow Agent the amount of $_______ i n the Escrow Fund, representing the sum of $_________ from the proceeds of the 2022 Series ABC D Bonds, [ plus funds transfer s of $__________ from the Capitalized Interest Account for the 20___ Refunded Bonds, $_______ from the Interest Fund (excluding the foregoing transfer from the Capitalized Interest Account for the 20___ Refunded Bonds) , $_______ from the 20___ Bond Reserve Account released in connection with the refunding of the Refunded Bonds and $______ from the 20___ Bond Reserve Account released in connection with the refunding of the Refunded Bonds ]. Such amount shall be deposited and more specifically allocated to the ___ accounts within the Escrow Fund as follows:

Escrow
Account Bond Proceeds Principal Fund Interest Fund(9)
[20___
Refunded Bonds
Capitalized
Interest
Account]
Debt Service
Reserve
Accounts Total

_______________
(1) to come
The moneys in the Escrow Fund (and the ___ accounts therein) shall be applied solely as provided in this Escrow Agreement. The Commission has determined in reliance on the Verification Report that the moneys set forth above are at least equal to an amount sufficient to defease the Refunded Bonds by paying when due the amounts shown in Exhibit B attached hereto.

S
ECTION 3. Application of Moneys in the Escrow Fund. The Escrow Agent acknowledges receipt of the moneys described in Section 2 i n the Escrow Fund and agrees , on ________, 2022, to use $_______ of such moneys to purchase, on behalf of and for the account of the Commission, the Initial Federal Securities, and to hold $________ as un -invested cash (such Initial Federal Securities and un-invested cash for each Escrow Account within the Escrow all as more specifically described in Exhibit C) . The Initial Federal Securities ar e not subject to redemption and are scheduled to mature on or before the times when they will be required for the payment of the interest on and the redemption price of the applicable Refunded B
onds as shown in Exhibit B.

SECTION 4. Payment of the Refunde d Bonds.
(a) Payment of the Refunded Bonds. The moneys on deposit in the Escrow Fund (including moneys from the maturing principal of the Initial Federal Securities (or other Federal Securities hereafter deposited therein in accordance with Section 8) and t he investment income and other earnings thereon) shall be applied by the Escrow Agent as follows:
(i) T
he Escrow Agent shall apply the amounts on deposit in the 20___ Escrow Account to pay (x) the interest on the 20___ Refunded Bonds due on [November 1, 2022], and (y) the principal due at maturity on the 20___ Refunded Bonds

5 maturing on [ November 1, 2022] , and the redemption price of the remaining 20___ Refunded Bonds on [November 1, 2022], the redemption date therefor; (ii) The Escrow Agent shall apply the amounts on deposit in the 20___ Escrow Account to pay (x) principal and interest on the 20___ Refunded Bonds becoming due on and prior to [ November 1, 2022], and ( y) the redemption price (i.e., 100.0% of the principal amount) of the 20___ Refunded Bonds on [ November 1, 2022], the redemption date therefor;
(iii) The Escrow Agent shall apply the amounts on deposit in the 20___ Escrow Account to pay (x) principal and interest on the 20___ Refunded Bonds becoming due on and prior to [ May 1, 2022], and (y) the redemption price (i.e., 100.0% of the principal amount) of the 20__ Refunded Bonds on [ May 1, 2022], the redemption date therefor;
(iv) The Escrow Agent shall apply the amounts on deposit in the 20___ Escrow Account to pay (x) principal and interest on the 20___ Refunded Bonds becoming due on and prior to [ May 1, 2022], and (y) the redemption price (i.e., 100.0% of the principal amount) of the 20___ Refunded Bonds on [May 1, 2022], the redemption date therefor;
(v) The Escrow Agent shall apply the amounts on deposit in the 20___ Escrow Account to pay (x) principal and interest on the 20___ Refunded Bonds becoming due on and prior to [ November 1, 2024], and ( y) the redemption price (i.e., 100.0% of the principal amount) of the 20___ Refunded Bonds on [ November 1, 2024], the redemption date therefor; and
(vi) The Escrow Agent shall apply the amounts on deposit in the 20___ Escrow Account to pay (x) principal and interest on the 20___ Refunded Bonds becoming due on and prior to [ November 1, 2024] and (y) the redemption price (i.e., 100.0% of the principal amount) of the 20___ Refunded Bonds on [ November 1, 2024], the redemption date therefor;
all as shown in the disbursement requirements set forth in Exhibit B. (b) Priority of Payments. The Owners of the Refunded Bonds of each sub-series shall have a lien on, and the Commission hereby irrevocably pledges and grants a security interest in, the moneys and securities in the Escrow Fund w hich are allocable and sufficient to repay the Refunded Bonds of such sub- series, in accordance with this Escrow Agreement, until such moneys and such securities are used and applied as provided in this Escrow Agreement. (c) T ransfer of Excess Funds in Escrow Fund. Any amounts remaining in the Escrow Fund following the redemption of all Refunded Bonds s hall be transferred by the Escrow Agent to or at the direction of the Commission.

SECTION 5. I rrevocable Instructions to Provide Notice; Incorporation of Definitions in Indenture; Application of Certain Terms of Indenture.

6 (a) Irrevocable Instructions to Provide Notice of Defeasance. The Commission hereby irrevocably instructs the Escrow Agent (as Trustee for the Refunded Bonds) to provide, within [three (3) business days ] of the date of deposit of amounts pursuant to Section 2 hereof, notice substantially in the forms set forth in Exhibit D attached hereto, that an irrevocable deposit has been made with the Escrow Agent and that the Refunded Bonds of the respective sub- series have been deemed to be paid in accordance with the Indenture, (i) by mail to the registered owners of the applicable sub- series of the Refunded Bonds, (ii) by mail to the Securities Depositories, (iii) by mail to one or more Information Services and (iv) by electronic means of communication to the Municipal Securities Rulemaking Board (“MSRB”) through the Electronic Municipal Market Access System (referred to as “EMMA”), at www.emma.msrb.org; and (b) Irrevocable Instructions to Provide Notice of Redemption. The Commission hereby irrevocably instructs the Escrow Agent (as Trustee for the Refunded Bonds) to provide, at least [thirty (30) days but not more than six t
y (60) days] prior to the applicable redemption date
for each sub -series of the Refunded Bonds [ (other than the 20___ Refunded Bonds) ], notice s
ubstantially in the forms set forth in Exhibit E attached hereto, of the redemption of the Refunded Bonds designated for redemption on such date (i) by mail to the registered owners of the applicable sub-series of the Refunded Bonds, (ii) by mail to the Securities Depositories, (iii) by mail to one or more Information Services and (iv) by electronic means of communication to the MSRB through EMMA, at www.emma.msrb.org, all in accordance with the Indenture. [P
ur suant to previous instructions given by the Commission, the Escrow Agent mailed a conditional notice of redemption with respect to the 20___ Refunded Bonds on _____, 2022, in accordance with the provisions of the Indenture, and filed such notice with EMMA.] The Escrow Agent hereby confirms that it will take all actions required to be taken by it under the Indenture and this Escrow Agreement in order to effectuate the defeasance, redemption and payment of the Refunded Bonds as provided herein.
(c) Incorporation of Definitions . Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Indenture. (d
) Application of Certain Terms . All of the terms of the Indenture relating to the making of payments of principal, interest and redemption price with respect to the applicable Refunded Bonds and relating to the notices of defeasance and redemption are incorporated in this Escrow Agreement as if set forth in full herein. The procedures set forth in the Indenture relating to the resignation and removal of the Trustee thereunder are also incorporated in this Escrow Agreement as if set forth in full herein and shall be the procedures to be followed with respect to any resignation or removal of the Escrow Agent hereunder.

SECTION 6. Pe
rformance of Duties. The Escrow Agent agrees to
perform only the duties set forth herein and shall have no responsibility to take any action or omit to take any action not set forth herein.

SECTION 7. Es
crow Agent’s Authority to Make Investments . Except as provided in Section 8 of this Escrow Agreement, the Escrow Agent shall have no

7 power or duty to invest any funds held under this Escrow Agreement or to sell, transfer or otherwise dispose of the moneys held hereunder.

SECTION 8. I nvestment of Funds in the Escrow Fund.
(a) Except as otherwise provided in Section 2 hereof, amounts held in the Escrow Fund under this Escrow Agreement may be invested only in United States treasury notes, bonds, bills or certificates of indebtedness, or obligations for which the faith and credit of the United States of America are pledged for the payment of principal and interest (including obligations issued or held in book- entry form and securities which represent an undivided interest in such direct obligations); any securities now or hereafter authorized, both the principal of and interest on which is guaranteed directly by the full faith and credit of the United States of America, and including interest strips held in book- entry form by the Federal Reserve Bank of New York of bonds issued by the Resolution Funding Corporation; bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies and provided such obligations are backed by the full faith and credit of the United States of Americ a (stripped securities are only permitted if they have been stripped by the agency itself): (i) direct obligations or. fully guaranteed certificates of beneficial ownership of the U.S. Export -Import Bank, (ii) certificates of beneficial ownership of the Ru ral Economic Community Development Administration (formerly the Farmers Home Administration), (iii) obligations of the Federal Financing Bank, (iv) debentures of the Federal Housing Administration; (v) participation certificates of the General Services Adm inistration, (vi) guaranteed Title XI financings of the U.S. Maritime Administration, and (vii) project notes, local authority bonds, new communities debentures and U.S. public housing notes and bonds of the U.S. Department of Housing and Urban Development. Those obligations described in the preceding sentence are herein referred to as “Federal Securities.”
(b) At the direction of the Commission, the Escrow Agent shall redeem, transfer or exchange the Initial Federal Securities or any Federal Securities which are then held as an investment of the Escrow Fund and reinvest the proceeds thereof, together with the other moneys held in such Escrow Fund in Federal Securities, and may release to the Commission the excess amount then resulting in the Escrow Fund provided that the Commission delivers to the Escrow Agent the following:
(i) an opinion of an independent certified public accountant to the effect that, after such reinvestment the principal amount of Federal Securities, together with the interest thereon and other available moneys held in the Escrow Fund, will be sufficient without reinvestment to pay interest on, and the principal or redemption price of, the Refunded Bonds as provided in Section 4 hereof; and
(ii) an unqualified opinion of nationally recognized municipal bond counsel to the effect that (a) such investment will not cause either the Refunded Bonds, or other Bonds issued under the Indenture to be “arbitrage bonds” within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder in effect on the date of such investment, or otherwise cause the interest on any of such bonds (not designated as taxable bonds) to be included in the gross income of the recipients thereof for federal income tax purposes, and (b) such reinvestment complies

8 with the Constitution and laws of the State of California and with all relevant documents relating to the issuance of the Refunded Bonds.
(c) If, at any time, the Initial Federal Securities or other Federal Securities then held as an investment of the Escrow Fund mature or payments are made thereon to the Escrow Agent or the Escrow Agent otherwise holds or receives cash in advance of the time same cash is needed to make payment on the Refunded Bonds, such amounts shall be held uninvested unless the Escrow Agent has received written instructions from the Commission directing the investment of such amounts and all of the following requirements have been met:
(i) such moneys shall be invested only in Federal Securities that mature not later than the date on which the funds invested therein will be needed to make payments on the Refunded Bonds;
(ii) such moneys shall be invested only in Federal Securities that mature in an amount, together with interest thereon, not less than the full amount paid by Escrow Agent to acquire such investments;
(iii) prior to any such reinvestment, the Escrow Agent shall receive from the Commission or the Commission’s financial advisor a certificate to the effect that the investments to be acquired by the Escrow Agent meet the requirements of Subsections 8(c)(i) and 8(c)(ii) above; and
(iv) if the yield on such reinvestment is greater than [ 0.00]% or the reinvestment is being made pursuant to an agreement providing for the purchase of Federal Securities at a futur e time or times, then prior to any such reinvestment, the Commission shall deliver to the Escrow Agent an unqualified opinion of nationally recognized municipal bond counsel to the effect that such reinvestment will not cause either the Refunded Bonds or other Bonds issued under the Indenture to be “arbitrage bonds” within the meaning of Section 148 of the Code, and the regulations thereunder in effect on the date of such investment, or otherwise cause the interest on any of such bonds (not designated as taxable bonds) to be included in the gross income of the recipients thereof for federal income tax purposes; provided that, if such investment is made pursuant to the terms of an agreement between the Escrow Agent and a supplier of securities which agreement is entered into by the Escrow Agent at the written direction of the Commission and provides for investments to be provided at a future time or times, then the requirement set forth in this Subsection 8(c)(iv) shall be met if the opinion described herein is provided prior to the time the agreement is entered into and relates to all investments made in accordance with the terms of such agreement. (d) In addition to the requirements and restrictions set forth above in Subsection 8(c), if the Refunded Bonds then carry a rating assigned by Moody’s and/or Standard & Poor’s on the basis of the security provided by the Escrow Fund, then the Commission shall not direct the Escrow Agent to enter into an agreement providing for the purchase of securities at a future time or times as an investment of the Escrow Fund unless prior to the time the Escrow Agent enters into such agreement, the Commission has been notified by the rating agency or agencies then

9 maintaining such rating or ratings that entering into the agreement will not cause the rating or ratings then assigned to the Refunded Bonds to be reduced or withdrawn.

SECTION 9. I ndemnity. The Commission hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated) to indemnify, protect, save and keep harmless , t he Escrow Agent
and its respective successors, assigns, agents, officers, directors, employees and servants, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and disbursements) of whatever kind and nature which may be imposed on, incurred by, or asserted against, the Escrow Agent at any time (whether or not also indemnified against the same by the Commission or any other person under any other agreement or instrument, but without double indemnity) in any way relating to or arising out of the execution, delivery and performance of this Escrow Agreement, the establishment hereunder of the Escrow Fund, the acceptance of the funds and securities deposited 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; provided, however, that the Commission shall not be required to indemnify the Escrow Agent against the Escrow Agent’s own negligence or willful misconduct or the negligence or willful misconduct of the Escrow Agent’s respective agents and employees or the willful breach by the Escrow Agent of the terms of this Escrow Agreement. In no event shall the Commission or the Escrow Agent be liable to any person by reason of the transactions contemplated hereby other than to each other as set forth in this Section. The indemnities contained in this Section shall survive the termination of this Escrow Agreement.

SECTION 10. R
esponsibilities of Escrow Agent. The Escrow Agent and
its agents and servants shall not be held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the execution and delivery of this Escrow Agreement, the establishment of the Escrow Fund, the acceptance of the moneys or securities deposited therein, or any payment, transfer or other application of moneys or obligations by the Escrow Agent in accordance with the provisions of this Escrow Agreement or by reason of any non- negligent act, non- negligent omission or non-negligent error of the Escrow Agent made in good faith in the conduct of its duties. The recitals of fact contained in the “Whereas” clauses herein shall be taken as the statements of the Commission, and the Escrow Agent assumes no responsibility for the correctness thereof. The Escrow Agent makes no representation as to the validity of this Escrow Agreement as to the Commission and, except as otherwise provided herein, the Escrow Agent shall incur no liability in respect thereof. The Escrow Agent shall not be liable in connection with the performance of its duties under this Escrow Agreement except for its own negligence, willful misconduct or willful breach, and the duties and obligations of the Escrow Agent shall be determined by the express provisions of this Escrow Agreement. The Escrow Agent shall be under no obligation to inquire into or be in any way responsible for the performance or nonperformance by the Commission of its obligations. The Escrow Agent may

10 consult with counsel, who may or may not be counsel to the Commission, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Escrow Agreement, such matter may be deemed to be conclusively established by a certificate signed by the General Manager and the Assistant General Manager, Business Services of the Commission.

SECTION 11. Amendments. T
his Escrow Agreement is made for the
benefit of the Commission and the Owners 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 Owners, the Escrow Agent and the Commission; provided, however, that the Commission and the Escrow Agent may, without the consent of, or notice to, such Owners, amend this Escrow Agreement or enter into such agreements supplemental to this Escrow Agreement as shall not adversely affect the rights of such Owners and as shall not be inconsistent with the terms and provisions of this Escrow Agreement or the Indenture, for any one or more of the following purposes: (i) to cure any ambiguity or formal defect or omission in this Escrow Agreement; (ii) to grant to, or confer upon, the Escrow Agent for the benefit of the Owners of the Refunded Bonds, any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such Owners or the Escrow Agent; and (iii) to include under this Escrow Agreement additional funds, securities or properties. The Escrow Agent shall be entitled to rely conclusively upon an unqualified opinion of nationally recognized municipal bond attorneys with respect to compliance with this Section, including the extent, if any, to which any change, modification, addition or elimination affects the rights of the Owners of the Refunded Bonds or that any instrument executed hereunder complies with the conditions and provisions of this Section.

SECTION 12. Ter
m. This Escrow Agreement shall commence upon its
execution and delivery and shall terminate on the date on w hich the Refunded Bonds shall have been paid in full in accordance with this Escrow Agreement and any amounts remaining in the Escrow Fund shall have been paid to the Commission as required under Section 4(c) of this Escrow Agreement.

SECTION 13. Compensation. The Escrow Agent shall receive its reasonable fees and expenses as previously agreed to by the Escrow Agent and the Commission; provided, however, that under no circumstances shall the Escrow Agent be entitled to any lien whatsoever on any moneys or obligations in the Escrow Fund for the payment of fees and expenses for services rendered or expenses incurred by the Escrow Agent under this Escrow Agreement.

SECTION 14. Se
verability. If any one or more of the covenants or
agreements provided in this Escrow Agreement on the part of the Commission or the Escrow Agent to be performed should be determined by a court of competent

11 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 15. G
overning Law. THIS ESCROW AGREEMENT SHALL
BE CONSTRUED UNDER THE LAWS OF THE STATE OF CALIFORNIA.

SECTION 16. Ins ufficient Funds. If at any time the moneys and investments in the Escrow Fund, including the anticipated proceeds of the Initial Federal Securities or any future Federal Securities pursuant to Section 8 hereof, a
nd earnings thereon, will not be sufficient to make all payments required by this Escrow Agreement, the Escrow Agent shall notify the Commission in writing, upon obtaining actual knowledge of such insufficiency of funds or failure to receive instructions, of the amount thereof and, to the extent known to it, the reason therefor, provided the Escrow Agent shall not be liable for any delay or failure to notify the Commission of such events.

SECTION

17. Counterparts . This Escrow Agreement may be executed in several counterparts, all or any of which shall be regarded for all purposes as an original but all of which shall constitute and be but one and the same instrument.

SECTION 19. Notification to Moody’s and S&P. The Commission hereby directs the Escrow Agent t o notify M oody’s Investor’s Service and S&P Global Ratings of any amendment to this Agreement by mail at the following addresses: Moody’s Investors Service, Seven World Trade Center, New York, New York 10004, Attention: Public Finance Department, and Standard & Poor’s Ratings Services, 55 Water Street, New York, New York 10041, Attention:

Public Finance Department.
[Remainder of Page Intentionally Left Blank]

S-1
IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be executed by their duly authorized officers as of the date first above written.

U.S. BANK TRUST COMPANY, NATIONAL

ASSOCIATION,
as Escrow Agent
By: ______________________________________
[Andrew Fung]
Vice President

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By: ______________________________________
Dennis J. Herrera
General Manager
Approved as to form:

David Chiu, City Attorney
By: ________________________________
Mark D. Blake, Deputy City Attorney

A-1

EXHIBIT A

REFUNDED BONDS

B-1

EXHIBIT B

DISBURSEMENT REQUIREMENTS

=

C-1

EXHIBIT C

INITIAL FEDERAL SECURITIES

D-1

EXHIBIT D

FORM OF DEFEASANCE NOTICES TO BE DELIVERED

NOTICE OF DEFEASANCE

PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO SAN FRANCISCO WATER REVENUE BONDS, 20__ SERIES __
20__ SUB-SERIES __ BONDS
NOTICE IS HEREBY GIVEN to the owners of the above -captioned bonds (the “20___ Bonds”) that the Public Utilities Commission of the City and County of San Francisco (the “Commission”) has deposited with U.S. Bank Trust Company, National Association, the trustee for the 20___ Bonds (the “Trustee”) under the Amended and Restated Indenture, dated as of August 1, 2002, by and between the Commission and the Trustee, as amended and supplemented to date (collectively, the “Indenture”), cash and noncallable bonds or other obligations which as to principal and interest constitute direct obligations of, or are guaranteed directly by the full faith and credit of, the United States of America, paying interest and principal in an amount which, together with the amounts held as cash, shall be fully sufficient (1) to pay the principal due at maturity of the 20___ Bonds maturing on [November 1, 2022] , as more fully identified in the table below on [ November 1, 202 2], together with interest accrued to the maturity date and (2) to pay the 20__ Bonds maturing on [ November 1, 2023] as more fully identified in the table below on [November 1, 2022] (the “Redemption Date”) at the redemption price of 100% of the principal amount thereof together with interest accrued to the Redemption Date. 20__ Sub-Series __
Refunded Bonds
CUSIP* Maturity Date
Principal Amount
to be Paid or
Redeemed
Interest
Rate
79765R
79765R

In accordance with the Indenture, all liability of the Commission in respect of such refunded 20___ Bonds (the “20___ Refunded Bonds”) shall cease and terminate and be completely discharged and satisfied and all payments of the interest on, and the principal or redemption price of, such 20 ___ Refunded Bonds shall be paid only from moneys on deposit with the Trustee and available as aforesaid.

DATED this __ day of ______, 2022.

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee

E-1

EXHIBIT E

FORM OF REDEMPTION NOTICES TO BE DELIVERED

NOTICE OF [FULL/PARTIAL] OPTIONAL REDEMPTION

PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO SAN FRANCISCO WATER REVENUE BONDS, 20__ SERIES _____
20__ SUB-SERIES __ BONDS
NOTICE IS HEREBY GIVEN pursuant to the terms of the governing document dated as of ________, between San Francisco Public Utilities Commission, as Issuer, and U.S. Bank Trust Company, National Association, as Trustee or Agent, that the bonds listed below (the “Bonds”) have been selected for Full Redemption on [November 1, 2022] (the “Redemption Date”) at the price listed below of the principal amount (the “Redemption Price”) together with interest accrued to the Redemption Date.

CUSIP* Maturity Date
Interest
Rate
Principal Amount
to be Redeemed
Redemption
Price
79765R
79765R
79765R

Pursuant to the governing document, payment of the Redemption Price on the Bonds called for redemption will be paid without presentation of the Bonds if presentment is not required and upon presentation of the Bonds if presentment is required. If presentment is required, surrender thereof can be made in the following manner:

Delivery Instructions:

U.S. Bank
Global Corporate Trust
111 Fillmore Ave E
St. Paul, MN 55107
Bondholders presenting their bonds in person for same day payment mus t surrender their bond(s) by 1:00 P.M. CST on the Redemption Date and a check will be available for pick up after 2:00 P.M. CST.

Checks not picked up by 4:30 P.M. CST will be mailed out to the bondholder via first class mail. If payment of the Redemption Price is to be made to the registered owner of the Bond, you are not required to endorse the Bond to collect the Redemption Price.

Interest on the principal amount designated to be redeemed shall cease to accrue on and after the R
edemption Date.

For a list of redemption requi rements please visit our website at www.usbank.com/corporatetrust and click on the “Bondholder Information” link for redemption instructions. You may also contact our Bondholder Communications team at 1-800-934-6802 Monday through Friday from 8 AM to 6 PM CST.

IMPORTANT NOTICE
Federal law requires the Trustee to withhold taxes at the applicable rate from the payment if an IRS Form W -9 or applicable IRS Form W -8 is not provided. Please visit www.irs.gov for additional information on the tax forms and instructions.
*The undersigned shall not be held responsible for the selection or use of the CUSIP number in this Redemption Notice, nor is any representation made as to its correctness. It is inc luded solely for the convenience of the Holders.

By: U.S. Bank Trust Company, National Association, as Trustee or Agent Dated: _________, 20__.

Norton Rose Fulbright US LLP draft 3/15/22
104717346.2

NOTICE OF INTENTION TO SELL
$__________*

PUBLIC UTILITIES

COMMISSION OF THE

CITY AND

COUNTY OF SAN

FRANCISCO

SAN FRANCISCO
WATER

REVENUE BONDS
2022 SERIES ABCD
2022 SUB-SERIES A
(REFUNDING –

FEDERALLY

TAXABLE) (WSIP)
(GREEN BONDS)
$__________*

PUBLIC UTILITIES

COMMISSION OF THE

CITY AND

COUNTY OF SAN

FRANCISCO

SAN FRANCISCO
WATER

REVENUE BONDS
2022 SERIES ABCD
2022 SUB-SERIES B
(REFUNDING –

FEDERALLY

TAXABLE)
(REGIONAL WATER)
$__________*

PUBLIC UTILITIES

COMMISSION OF THE

CITY AND

COUNTY OF SAN

FRANCISCO

SAN FRANCISCO
WATER

REVENUE BONDS
2022 SERIES ABCD
2022 SUB-SERIES C
(REFUNDING –

FEDERALLY

TAXABLE) (HETCH

HETCHY WATER)
$__________*

PUBLIC UTILITIES

COMMISSION OF THE

CITY AND

COUNTY OF SAN

FRANCISCO

SAN FRANCISCO
WATER

REVENUE BONDS
2022 SERIES ABCD
2022 SUB-SERIES D
(REFUNDING –

FEDERALLY

TAXABLE) (NON-
WSIP)

NOTICE IS HEREBY GIVEN that the Public Utilities Commission of the City and County of San Francisco (the “Commission”) intends to offer for public sale on:

_________, 2022*
at [8:00] a.m. (California time)
(subject to postponement or cancellation in accordance
with the Official Notice or Sale)

at the offices of the Commission, 525 Golden Gate Avenue, 13th Floor, San Francisco, California 94102, $__________* aggregate principal amount of Public Utilities Commission of the City and County of San Francisco, San Francisco Water Revenue Bonds, 2022 Series ABCD , 2022 Sub- Series A (Refunding – Federally Taxable) (WSIP) (Green Bonds) (the “2022 Sub- Series A Bonds”), $__________* aggregate principal amount of Public Utilities Commission of the City and County of San Francisco, San Francisco Water Revenue Bonds, 2022 Series ABCD , 2022 Sub-Series B (Refunding – Federally Taxable) (Regional Water) (the “2022 Sub-Series B Bonds”), $__________* aggregate principal amount of Public Utilities Commission of the City and County of San Francisco, San Francisco Water Revenue Bonds, 2022 Series ABCD, 2022 Sub- Series C (Refunding – Federally Taxable) (Het ch Hetchy Water) (the “2022 Sub -Series C Bonds”) and $__________* aggregate principal amount of Public Utilities Commission of the City and County of San Francisco, San Francisco Water Revenue Bonds, 2022 Series ABCD , 2022 Sub-Series D (Refunding – Federally Taxable) (Non-WSIP) (the “2022 Sub-Series D Bonds”, and together with 2022 Sub-Series A Bonds, 2022 Sub-Series B Bonds and the 2022 Sub-Series C Bonds, the “2022 Series ABCD Bonds”). Bids for the 2022 Series ABCD Bonds will be received in electronic form only and solely through BiDCOMP
TM/Parity® (“Parity”), in the manner described in the Official Notice of Sale.

The Commission reserves the right at any time to postpone or cancel the sale of the 2022 Series ABCD Bonds, to change the terms thereof upon notice given through Parity, and to reject all bids received on such date. In the event that no bid for the 2022 S eries ABCD Bonds is awarded, the Commission may reschedule the sale to another date or time by providing notification through 104717346.2 2
Parity. Notice of any postponement, a new time, or a new time and date, for receipt or bids will be communicated through Parity.

The 2022 Series ABCD Bonds will be offered for public sale subject to the terms and conditions of the Official Notice of Sale. On or around ________, 2022, the Preliminary Official Statement and Official Notice of Sale will be posted electronically at Ipre o Prospectus: www.i - dealprospectus.com. Further information regarding the proposed sale of the 2022 Series ABCD Bonds, including copies of the Preliminary Official Statement and the Official Notice of Sale, are available electronically at Parity or may be obtained from either of the Commissions Co-Municipal Advisors: Montague DeRose and Associates, LLC, 2175 N. California Boulevard, Suite 422, Walnut Creek, California 94596, Attention: __________, Telephone: ________, (email:
___________); and Backstrom McCarley Berry&: Co., LLC, 115 Sansome Street, Mezzanine A, San Francisco, California 94104, Attention: ________, Telephone: _______, (email: _________).

Neither the Commission nor its Co -Municipal Advisors will provide notice of the availability of the Preliminary Official Statement and the Official Notice of Sale to any party, and the failure of any bidder to receive notice thereof shall not affect the legality of the sale of any 2022 Series ABCD Bonds.

Dated: ______, 2022

* Preliminary, subject to change in accordance with the Official Notice of Sale .

Norton Rose Fulbright US LLP draft 3/15/22

104717348.2 1

OFFICIAL NOTICE OF SALE
$__________*

PUBLIC UTILITIES

COMMISSION OF THE

CITY AND

COUNTY OF SAN

FRANCISCO

SAN FRANCISCO
WATER

REVENUE BONDS
2022 SERIES ABCD
2022 SUB-SERIES A
(REFUNDING –

FEDERALLY

TAXABLE) (WSIP)
(GREEN BONDS)
$__________*

PUBLIC UTILITIES

COMMISSION OF THE

CITY AND

COUNTY OF SAN

FRANCISCO

SAN FRANCISCO
WATER

REVENUE BONDS
2022 SERIES ABCD
2022 SUB-SERIES B
(REFUNDING –

FEDERALLY

TAXABLE)
(REGIONAL WATER)
$__________*

PUBLIC UTILITIES

COMMISSION OF THE

CITY AND

COUNTY OF SAN

FRANCISCO

SAN FRANCISCO
WATER

REVENUE BONDS
2022 SERIES ABCD
2022 SUB-SERIES C
(REFUNDING –

FEDERALLY

TAXABLE) (HETCH

HETCHY WATER)
$__________*

PUBLIC UTILITIES

COMMISSION OF THE

CITY AND

COUNTY OF SAN

FRANCISCO

SAN FRANCISCO
WATER

REVENUE BONDS
2022 SERIES ABCD
2022 SUB-SERIES D
(REFUNDING –

FEDERALLY

TAXABLE) (NON-
WSIP)

NOTICE IS HEREBY GIVEN that proposals will be received in electronic form only and solely through BiDCOMP TM/Parity® (“Parity”), in the manner described below, by the Public Utilities Commission of the City and County of San Francisco (the “Commission”), at the offices of the Commission on:
___________, 2022*
at [8:00 a.m.]
(California time)
2022 Sub-Series A
at [8:30 a.m.]
(California time)
[2022 Sub-Series B and 2022 Sub-Series C]

(subject to modification, postponement or cancellation in accordance with this Official Notice of Sale)
for the purchase of all, but not less than all, of the Commission’s above-captioned revenue bonds, 2022 Sub-Series A (the “2022 Sub-Series A Bonds”) and for the purchase of all, but not less than all, of the Commission’s above -captioned revenue bonds, [2022 Sub- Series B (the “2022 Sub- Series B Bonds”) , 2022 Sub- Series C (the “2022 Sub- Series C Bo nds”) and 2022 Sub- Series D (the “2022 Sub- Series D Bonds,” collectively, the “Bonds” and each subseries thereof, a “Sub - Series”)] as more particularly described herein. See also “TERMS OF SALE – Warning Regarding Electronic Bids.” The 2022 Sub-Series B Bonds, the 2022 Sub-Series C Bonds and the 2022 Sub- Series D Bonds (together, the “Combined 2022 Sub-Series BCD Bonds”) will be sold together as a combined Sub-Series. See “TERMS OF SALE – Single Bid for the Combined 2022 Sub- Series BCD Bonds.”
The Commission reserves the right to (i) modify the terms of this Official Notice of Sale prior to the time for receipt of bids, including to change whether any Sub- Series of the Bonds are combined, (ii) postpone, from time to time, the date established for receipt an d opening of bids with respect to the Bonds of any or all Sub- Series thereof, or (iii) to cancel the sale of the Bonds of any or all Sub-Series thereof. Notice of any modification, postponement or cancellation will be

* Preliminary, subject to change in accordance with the Official Notice of Sale. 104717348.2 2
communicated through Parity as soon as practicable following such modification, postponement or cancellation. See “TERMS OF SALE – Modification, Postponement or Cancellation of Sale.” Notice of any change in the terms of the sale of the Bonds (or any Sub-Series thereof) will be available on Parity by 4:00 p.m. (California time) on the business day before the sale. See “TERMS RELATING TO THE BONDS - Adjustment of Principal Payments’” and “TERMS OF SALE – Right to Modify or Amend. ” As an accommodation to bidders, telephone, facsimile or electronic notice of any amendment or modification of this Official Notice of Sale will be given to any bidder requesting such notice from either of the Commission’s municipal advisors (the “Co- Municipal Advisors”) set forth below:

Montague DeRose and Associates, LLC
2175 N. California Boulevard, Suite 422
Walnut Creek, California 94596
Attention: __________

Telephone: __________

Day of Sale Telephone: __________

Facsimile: __________

E-mail: __________
Backstrom McCarley Berry & Co., LLC
115 Sansome Street, Mezzanine A
San Francisco, California 94104
Attention: __________

Telephone: __________

Facsimile: __________

E-mail: __________

Failure of any bidder to receive any such supplemental notice shall not affect the sufficiency of any required notice or the legality of the sale.

Bidders are directed to the Preliminary Official Statement of the Commission dated the date hereof with respect to the Bonds (the “Preliminary Official Statement”) for additional information regarding the C ommission, the Water Enterprise (as defined in the Preliminary Official Statement), the City and County of San Francisco (the “City”), the Bonds of each Sub- Series and the security therefor, and other matters. See “TERMS OF SALE – Official Statement.” This Official Notice of Sale will be submitted to Ipreo Prospectus (“Ipreo”) for posting on its website (www.i -dealprospectus.com). If any summary of the terms of the sale of the Bonds posted by Ipreo or Parity conflicts with this Official Notice of Sale in any respect, the terms of this Official Notice of Sale, including any amendments provided to Ipreo or Parity, shall control. This Official Notice of Sale will also be included in the Preliminary Official Statement relating to the Bonds which will be posted with Elabra on its website (http://munibase.elabra.com).

TERMS RELATING TO THE BONDS

THE AUTHORITY FOR ISSUANCE, THE PURPOSE, TERMS OF PRINCIPAL

AND INTEREST REPAYMENT, SECURITY AND SOURCES OF PAYMENT, LEGAL

OPINION TO BE PROVIDED IN CONNECTION WITH THE ISSUANCE THEREOF

AND ALL OTHER INFORMATION REGARDING THE BONDS OF EACH SUB-SERIES 104717348.2 3

ERE PRESENTED IN THE PRELIMINARY OFFICIAL STATEMENT WHICH EACH

BIDDER IS DEEMED TO HAVE OBTAINED AND REVIEWED PRIOR TO BIDDING FOR ANY OF THE BONDS. THIS OFFICIAL NOTICE OF SALE GOVERNS ONLY THE

TERMS OF SALE, BIDDING, AWARD AND CLOSING PROCEDURES FOR THE BONDS. THE DESCRIPTION OF THE BONDS CONTAINED IN THIS OFFICIAL

NOTICE OF SALE IS QUALIFIED IN ALL RESPECTS BY THE DESCRIPTION CONTAINED IN THE PRELIMINARY OFFICIAL STATEMENT.

Subject to the foregoing, the Bonds are generally described as follows:

Authority for the Bonds . The Commission is issuing the Bonds under the Charter of the City, ordinances of the Board of Supervisors of the City (the “Board”), resolutions of the Board and the Commission, and under an Amended and Restated Indenture, dated as of August 1, 2002, by and between the Commission and U.S. Bank Trust Company, National Association, as successor trustee (the “Trustee”), as supplemented and amended, including as to be further supplemented by the Forty-Third Supplemental Indenture, dated as of _________ 1, 2022, by and between the Trustee and the Commission relating to the 2022 Sub- Series A Bonds (the “Forty- Third Supplemental Indenture”), the Forty-Fourth Supplemental Indenture, dated as of _________ 1, 2022, by and between the Trustee and the Commission relating to the 2022 Sub-Series B Bonds (the “Forty-Fourth Supplemental Indenture”), the Forty-Fifth Supplemental Indenture, dated as of _________ 1, 2022, by and between the Trustee and the Commission relating to the 2022 Sub- Series C Bonds (the “Forty- Fifth Supplemental Indenture”) and the Forty -Sixth Supplemental Indenture, dated as of _________ 1, 2022, by and between the Trustee and the Commission relating to the 2022 Sub- Series D Bonds (the “Forty- Sixth Supplemental Indenture”) (collectively, the “Indenture”).

Issue. The Bonds of each Sub -Series will be issued as fully registered bonds, without coupons, in book- entry form in denominations of $5,000 or any integral multiple thereof, as designated by the successful bidder for such Sub -Series (the “Purchaser”), all dated the date of their original issuance. Potential bidders will be notified via Parity, not later than 4:00 p.m. (California time) on the business day prior to the time prescribed for the receipt of bids, of any change to the principal payment schedule for the Bonds of any Sub-Series to be used for the bidding process. In addition, the Commission reserves the right, following the determination of the best bid for the Bonds of a Sub-Series or combined Sub-Series, to adjust the actual principal payment schedule therefor. See “ – Principal Payments of the 2022 Sub- Series A Bonds, “ “– Principal Payments of the 2022 Sub-Series B Bonds,” “– Principal Payments of the 2022 Sub- Series C Bonds,” “– Principal Payments of the 2022 Sub- Series D Bonds” and “Adjustment of Principal Payments” below.

Interest Rates. Interest on the Bonds of each Sub- Series will be payable semiannually on May 1 and November 1 of each year, commencing [________ 1, 20__] (each, an “Interest Payment Date”). Interest on the Bonds of each Sub-Series will be calculated on the basis of a 360-day year consisting of twelve 30-day months.
104717348.2 4
Bidders must specify the rate or rates of interest which the Bonds of a particular Sub-Series for which they are bidding will bear; provided that, the following limitations apply:
(i) the maximum coupon interest rate bid may not exceed for any Bond 12% per annum;
(ii) each interest rate specified for any Bond in any bid must be a multiple of 1/8 or 1/20 of 1% or both per annum and a zero rate of interest cannot be specified; (iii) each Bond of a particular Sub-Series shall bear interest from its dated date to its stated maturity date at the single rate of interest specified in the bid; (iv) all Bonds of a particular Sub-Series maturing at any one time shall bear the same rate of interest; and
(v) Bonds maturing on or after November 1, 20__ must have a minimum interest rate of ____% per annum.

Premium and Discount. No bid offering to pay an amount less than ____% or more than ___% of the par value of the 2022 Sub-Series A Bonds will be considered.

No bid offering to pay an amount less than ___% or more than ___% of the par value of the 2022 Sub-Series B Bonds will be considered.

No bid offering to pay an amount less than ___% or more than ___% of the par value of the 2022 Sub-Series C Bonds will be considered.

Principal Payments of the 2022 Sub- Series A Bonds . The 2022 Sub- Series A Bonds maturing on November 1 in any or all years 20__ through 20__, both inclusive, shall be serial bonds. The 2022 Sub-Series A Bonds maturing on November 1 in any or all years 20__ through 20__, both inclusive, shall be serial and/or term bonds, as specified by each bidder. The principal amount of 2022 Sub- Series A Bonds maturing or subject to mandatory sinking fund redemption in any year shall be in integral multiples of $5,000. For any term 2022 Sub- Series A Bonds specified, the principal amount for a given year may be allocated only to a single term 2022 Sub- Series A Bond and must be part of an uninterrupted annual sequence from the first mandatory sinking fund payment to the term 2022 Sub-Series A Bond maturity. [Remainder of Page Intentionally Left Blank]

104717348.2 5
An estimate of the principal payment schedule for the 2022 Sub-Series A Bonds is set forth below.
2022 Sub-Series A Bonds
Principal Payment Date
(November 1)
Principal
Payment*

* Preliminary, subject to change.

Information related to the principal payment schedule of the 2022 Sub-Series A Bonds may be updated on Parity one business day prior to the sale of the 2022 Sub- Series A Bonds. See “ – Adjustment of Principal Payments” below.

Principal Payments of the 2022 Sub- Series B Bonds . The 2022 Sub- Series B Bonds maturing on November 1 in any or all years 20__ through 20__, both inclusive, shall be serial bonds. The 2022 Sub-Series B Bonds maturing on November 1 in any or all years 20__ through 20__, both inclusive, shall be serial and/or term bonds, as specified by each bidder. The principal amount of 2022 Sub-Series B Bonds maturing or subject to mandatory sinking fund redemption in any year shall be in integral multiples of $5,000. For any term 2022 Sub-Series B Bonds specified, the principal amount for a given year may be allocated only to a single term 2022 Sub- Series B Bond and must be part of an uninterrupted annual sequence from the first mandatory sinking fund payment to the term 2022 Sub-Series B Bond maturity.

An estimate of the principal payment schedule for the 2022 Sub-Series B Bonds is set forth below.
2022 Sub-Series B Bonds
Principal Payment Date
(November 1)
Principal
Payment*

* Preliminary, subject to change.

Information related to the principal payment schedule of the 2022 Sub-Series B Bonds may be updated on Parity one business day prior to the sale of the 2022 Sub- Series B Bonds. See “ – Adjustment of Principal Payments” below.

Principal Payments of the 2022 Sub- Series C Bonds . The 2022 Sub- Series C Bonds maturing on November 1 in any or all years 20__ through 20__, both inclusive, shall be serial bonds. The 2022 Sub-Series C Bonds maturing on November 1 in any or all years 20__ through 104717348.2 6
20__, both inclusive, shall be serial and/or term bonds, as specified by each bidder. The principal amount of 2022 Sub-Series C Bonds maturing or subject to mandatory sinking fund redemption in any year shall be in integral multiples of $5,000. For any term 2022 Sub-Series C Bonds specified, the principal amount for a given year may be allocated only to a single term 2022 Sub- Series C Bond and must be part of an uninterrupted annual sequence from the first mandatory sinking fund payment to the term 2022 Sub-Series C Bond maturity.

An estimate of the principal payment schedule for the 2022 Sub-Series C Bonds is set forth below.
2022 Sub-Series C Bonds
Principal Payment Date
(November 1)
Principal
Payment*

* Preliminary, subject to change.

Information related to the principal payment schedule of the 2022 Sub-Series C Bonds may be updated on Parity one business day prior to the sale of the 2022 Sub- Series C Bonds. See “ – Adjustment of Principal Payments” below.

Principal Payments of the 2022 Sub- Series D Bonds . The 2022 Sub- Series D Bonds maturing on November 1 in any or all years 20__ through 20__, both inclusive, shall be serial bonds. The 2022 Sub-Series D Bonds maturing on November 1 in any or all years 20__ through 20__, both inclusive, shall be serial and/or term bonds, as specified by each bidder. The principal amount of 2022 Sub- Series D Bonds maturing or subject to mandatory sinking fund redemption in any year shall be in integral multiples of $5,000. For any term 2022 Sub- Series D Bonds specified, the principal amount for a given year may be allocated only to a single term 2022 Sub- Series D Bond and must be part of an uninterrupted annual sequence from the first mandatory sinking fund payment to the term 2022 Sub-Series D Bond maturity.

An estimate of the principal payment schedule for the 2022 Sub-Series D Bonds is set forth below.
2022 Sub-Series D Bonds
Principal Payment Date
(November 1)
Principal
Payment*

* Preliminary, subject to change.

104717348.2 7
Information related to the principal payment schedule of the 2022 Sub-Series D Bonds may be updated on Parity one business day prior to the sale of the 2022 Sub- Series D Bonds. See “ – Adjustment of Principal Payments” below.

Adjustment of Principal Payments . The principal payment amounts for each Sub- Series of the Bonds set forth in this Official Notice of Sale reflect certain estimates of the Commission and the Co-Municipal Advisors with respect to the likely interest rates of the winning bid and the premium contained in the winning bid. Potential bidders will be notified via Parity not later than 4:00 p.m. (California time) on the business day preceding the date then prescribed for the receipt of bids of any change to the principal payment schedule for the Bonds of any Sub- Series to be utilized for the bidding process. The Commission reserves the right to increase or decrease the preliminary principal amount of each Sub-Series of Bonds by an amount not to exceed 10 percent following the opening of the bids. The Commission reserves the right to increase or decrease the preliminary principal amount of any maturity of each Sub-Series of Bonds in increments of $5,000 by an amount not to exceed 15 percent of the pre liminary principal amount of that maturity in order to achieve its financing objectives.

NO PURCHASER MAY WITHDRAW ANY BID OR CHANGE THE INTEREST

RATES IN ITS BID OR THE REOFFERING PRICES IN ITS ISSUE PRICE CERTIFICATE AS

A RESULT OF ANY CHANGE MADE TO THE PRINCIPAL PAYMENTS OF THE BONDS OF ANY SUBSERIES IN ACCORDANCE WITH THIS OFFICIAL NOTICE OF SALE.

FURTHER, IF THE COMMISSION CHANGES THE PRINCIPAL PAYMENT SCHEDULE OF EACH SUB-SERIES OF BONDS AFTER THE RECEIPT OF BIDS, THE UNDERWRITER’S

DISCOUNT, EXPRESSED IN DOLLARS PER THOUSAND DOLLAR OF EACH SUB - SERIES OF BONDS, WILL BE HELD CONSTANT. THE COMMISSION WILL NOT BE RESPONSIBLE, IF AND TO THE EXTENT THAT, ANY ADJUSTMENT AFFECTS (i) THE NET COMPENSATION TO BE REALIZED BY THE P URCHASER OR (ii) THE TRUE

INTEREST COST OF THE WINNING BID OR THE RANKING OF ANY BID RELATIVE TO OTHER BIDS.

Optional Redemption for the 2022 Sub- Series A Bonds . The 2022 Sub- Series A Bonds maturing on or before November 1, 20__ shall not be subject to redemption before their stated maturity dates.

The 2022 Sub-Series A Bonds maturing on or after November 1, 20__ shall be subject to redemption prior to their stated maturity, at the option of the Commission, from any source of available funds, as a whole or in part, on any date on or after November 1, 20__, from such maturities or portions of maturities as are determined by the Commission and (except as otherwise provided under the procedures of Securities Depository for the 2022 Sub- Series A Bonds) by lot within any one maturity, at a redemption price equal to 100% of the principal amount of the 2022 Sub-Series A Bonds to be redeemed, plus accrued interest thereon to the date fixed for redemption, without premium.

Optional Redemption for the 2022 Sub- Series B Bonds . The 2022 Sub- Series B Bonds maturing on or before November 1, 20__ shall not be subject to redemption before their stated maturity dates.
104717348.2 8
The 2022 Sub-Series B Bonds maturing on or after November 1, 20__ shall be subject to redemption prior to their stated maturity, at the option of the Commission, from any source of available funds, as a whole or in part, on any date on or after November 1, 20__, from such maturities or portions of maturities as are determined by the Commission and (except as otherwise provided under the procedures of Securities Depository for the 2022 Sub- Series B Bonds) by lot within any one maturity, at a redemption price equal to 100% of the principal amount of the 2022 Sub-Series B Bonds to be redeemed, plus accrued interest thereon to the date fixed for redemption, without premium.

Optional Redemption for the 2022 Sub- Series C Bonds . The 2022 Sub- Series C Bonds maturing on or before November 1, 20__ shall not be subject to redemption before their stat ed maturity dates.

The 2022 Sub-Series C Bonds maturing on or after November 1, 20__ shall be subject to redemption prior to their stated maturity, at the option of the Commission, from any source of available funds, as a whole or in part, on any date on or after November 1, 20__, from such maturities or portions of maturities as are determined by the Commission and (except as otherwise provided under the procedures of Securities Depository for the 2022 Sub- Series C Bonds) by lot within any one maturity, at a redemption price equal to 100% of the principal amount of the 2022 Sub-Series C Bonds to be redeemed, plus accrued interest thereon to the date fixed for redemption, without premium.

Optional Redemption for the 2022 Sub- Series D Bonds . The 2022 Sub-Series D Bonds maturing on or before November 1, 20__ shall not be subject to redemption before their stated maturity dates.

The 2022 Sub-Series D Bonds maturing on or after November 1, 20__ shall be subject to redemption prior to their stated matu rity, at the option of the Commission, from any source of available funds, as a whole or in part, on any date on or after November 1, 20__, from such maturities or portions of maturities as are determined by the Commission and (except as otherwise provided under the procedures of Securities Depository for the 2022 Sub- Series D Bonds) by lot within any one maturity, at a redemption price equal to 100% of the principal amount of the 2022 Sub-Series D Bonds to be redeemed, plus accrued interest thereon to the date fixed for redemption, without premium.

Mandatory Sinking Fund Redemption . The Bonds of any Sub- Series will be subject to mandatory redemption if the Purchaser of such Sub- Series designates certain maturities of that Sub-Series as term Bonds.

Tax Matters and Legal Opinions. Upon delivery of the Bonds, Co-Bond Counsel, Norton Rose Fulbright US LLP and the Law Offices of Monica M. Baranovsky, will deliver to the Commission opinions to the effect that interest on any Sub- Series of the Bonds is exempt from personal income taxes imposed by the State of California. See “TAX MATTERS” in the Preliminary Official Statement.

A complete copy of the proposed form of opinion of Co- Bond Counsel is set forth in Appendix D to the Preliminary Official Statement. A copy of the approving legal opinions of 104717348.2 9
Norton Rose Fulbright US LLP and Law Offices of Monica M. Baranovsky, Co- Bond Counsel with respect to the Bonds, will be furnished to the Purchasers upon delivery of the Bonds. Copies of said opinions will be filed with th e Depository Trust Company (“DTC”) and with the City Treasurer.

TERMS OF SALE
Single Bid for the 2022 Sub- Series A Bonds. The bid for the 2022 Sub- Series A Bonds must be for all, and not less than all, of such Sub-Series of Bonds hereby offered for sale, and for not less than the aggregate principal amount thereof, less any discount or plus any premium as permitted herein, as may be specified in the bid. All bids must be unconditional.

Single Bid for the Combined 2022 Sub-Series BCD Bonds. The 2022 Sub-Series B Bonds and 2022 Sub-Series C Bonds will be sold together as the Combined 2022 Sub-Series BCD Bonds.

The bid for the Combined 2022 Sub- Series BCD Bonds must be for all, and not less than all, of the 2022 Sub- Series B Bonds, the 2022 Sub- Series C Bonds and the 2022 Sub- Series D Bonds hereby offered for sale, and for not less than the aggregate principal amount of the Combined 2022 Sub-Series BCD Bonds, less any discount or plus any premium as permitted herein, as may be specified in the bid. All bids must be unconditional.

Only Electronic Bids Through Parity Will Be Accepted . Only electronic bids submitted through Parity will be accepted. All such bids must conform with the procedures established by Parity.

No bid will be accepted after the time specified for receiving bids. To the extent any instructions or directions set forth in Parity conflict with this Official Notice of Sale, the terms of this Official Notice of Sale, including any amendments provided to Parity or Ipreo, shall control.

For further information about Parity, potential bidders may contact:

Bidcomp/Parity
1359 Broadway, 2nd Floor
New York, New York 10018
Telephone: (212) 849-5021
See “– Warning Regarding Electronic Bids” below.

THE COMMISSION RETAINS ABSOLUTE DISCRETION TO DETERMINE

WHETHER ANY BID IS TIMELY AND COMPLETE AND CONFORMS TO THIS OFFICIAL NOTICE OF SALE. THE COMMISSION TAKES NO RESPONSIBILITY FOR INFORMING

ANY BIDDER PRIOR TO THE TIME FOR RECEIVING BIDS THAT ANY BID IS INCOMPLETE OR NONCONFORMING OR HAS NOT BEEN RECEIVED.

WARNING REGARDING ELECTRONIC BIDS: THE COMMISSION WILL ACCEPT

BIDS IN ELECTRONIC FORM SOLELY THROUGH PARITY ON THE OFFICIAL BID FORM CREATED FOR SUCH PURPOSE. EACH BIDDER SUBMITTING AN ELECTRONIC

BID UNDERSTANDS AND AGREES BY DOING SO THAT IT IS SOLELY RESPONSIBLE

FOR ALL ARRANGEMENTS WITH PARITY AND THAT PARITY IS NOT ACTING AS AN 104717348.2 10
AGENT OF THE COMMISSION. INSTRUCTIONS AND FORMS FOR SUBMITTING

ELECTRONIC BIDS MUST BE OBTAINED FROM PARITY AND THE COMMISSION

ASSUMES NO RESPONSIBILITY FOR ENSURING OR VERIFYING BIDDER COMPLIANCE WITH THE PROCEDURES OF PARITY. THE COMMISSION SHALL

ASSUME THAT ANY BID RECEIVED THROUGH PARITY HAS BEEN MADE BY A DULY AUTHORIZED AGENT OF THE BIDDER.

THE CITY, THE COMMISSION, THE CITY ATTORNEY, THE CO -MUNICIPAL

ADVISORS AND CO-BOND COUNSEL ASSUME NO RESPONSIBILITY FOR ANY ERROR

CONTAINED IN ANY BID SUBMITTED ELECTRONICALLY, OR FOR FAILURE OF ANY

BID TO BE TRANSMITTED, RECEIVED OR OPENED AT THE OFFICIAL TIME FOR RECEIPT OF BIDS. EACH BIDDER EXPRESSLY ASSUMES THE RISK OF ANY

INCOMPLETE, ILLEGIBLE, UNTIMELY OR NONCONFORMING BID SUBMITTED BY

ELECTRONIC TRANSMISSION BY SUCH BIDDER, INCLUDING WITHOUT

LIMITATION, BY REASON OF GARBLED TRANSMISSIONS, MECHANICAL FAILURE,

ENGAGED TELECOMMUNICATIONS LINES, OR ANY OTHER CAUSE ARISING FROM OR RELATING TO SUBMISSION BY ELECTRONIC TRANSMISSION. THE OFFICIAL

TIME FOR RECEIPT OF BIDS WILL BE DETERMINED BY THE COMMISSION AT THE

PLACE OF BID OPENING, AND THE COMMISSION SHALL NOT BE REQUIRED TO ACCEPT THE TIME KEPT BY PARITY AS THE OFFICIAL TIME.

Additional Terms and Conditions. By submitting a bid, each bidder thereby agrees to the following terms and conditions:
(1) if any provision in this Official Notice of Sale with respect to the Bonds conflicts with information or terms provided or required by Pa rity, this Official Notice of Sale, including any amendments or modifications issued through Parity, will control;
(2) each bidder will be solely responsible for making necessary arrangements to access Parity for purposes of submitting its bid in a timely mann er and in compliance with the requirements of this Official Notice of Sale; (3) neither the Commission nor the City will have any duty or obligation to provide or assure access to Parity to any bidder, and neither the Commission nor the City will be responsible for proper operation of, or have any liability for, any delays, interruptions or damages caused by use of Parity or any incomplete, inaccurate or untimely bid submitted by any bidder through Parity; (4) the Commission is permitting use of Parity as a communi cation mechanism, and not as an agent of the Commission or the City, to facilitate the submission of electronic bids for the Bonds; Parity is acting as an independent contractor, and is not acting for or on behalf of the Commission or the City; (5) neither the Commission nor the City is responsible for ensuring or verifying bidder compliance with any procedures established by Parity; 104717348.2 11
(6) the Commission may regard the electronic transmission of a bid through Parity (including information regarding the purchase price for the Bonds or the interest rates for any maturity of the Bonds) as though the information were physically submitted and executed on the bidder’s behalf by a duly authorized signatory;
(7) if a bidder’s bid is accepted by the Commission, such bid, this Offi cial Notice of Sale and the information that is transmitted electronically through Parity will form a contract, and the bidder will be bound by the terms of such contract; and (8) information provided by Parity to bidders will form no part of any bid or of any contract between the Purchaser and the Commission unless that information is included in this Official Notice of Sale or the bid of the Purchaser with respect to the winning bid.

Multiple Bids. If multiple bids with respect to a Sub-Series or combined Sub-Series of the Bonds are received from a single bidder, the Commission will have the right to accept the bid for such Sub-Series or combined Sub-Series representing the lowest true interest cost (“TIC”) to the Commission, and each bidder agrees by submitting any bid to be bound by such best bid.

Good Faith Deposit. A good faith deposit (the “2022 Sub-Series A Deposit”) in the amount of $_______, payable to the order of the Commission, is required from the Purchaser of the 2022 Sub-Series A Bonds subsequent to the award of the sale. A good faith deposit (the “Combined 2022 Sub- Series BCD Deposit”) in the amount of $__________ payable to the order of the Commission, is required from the Purchaser of the Combined 2022 Sub- Series BCD Bonds subsequent to the award of the sale.

The Purchaser of each Sub-Series or combined Sub-Series is required to pay the applicable Deposit to the Trustee, on behalf of the Commission, by wire transfer within two (2) hours after the Commission has communicated the acceptance of an award, using the following wire instructions:

Banking Institution: US. BANK NATIONAL ASSOCIATION
Address: One California Street, Suite 1000
San Francisco, California 94111
Contact & Telephone No: Andrew Fung (415) 677-3593
FedWire Bank ABA: 091000022
ACH Bank ABA: 091000022
SWIFT Code: USBKUS44 IMT
Bank Account No: 180121167365
For the Credit of: SFPUC Water 2022 Series ABCD Good Faith Deposit 104717348.2 12
Other Beneficiary Information: [2022 Sub-Series A Bonds] [Combined 2022 Sub- Series BCD Bonds]
If the Deposit for any Sub-Series or combined Sub-Series of the Bonds is not received from the Purchaser of the Sub -Series or combined Sub -Series of the Bonds by the specified time, the Commission may rescind the award of sale of such Sub-Series or combined Sub-Series. No interest on a Deposit will accrue to any Purchaser. Each Deposit will be applied to the applicable purchase price of the related Sub-Series of Bonds. If a Purchaser fails to honor its accepted bid, the related Deposit will be retained by the Commission as and for full liquidated damages.

Basis of Award. Unless all bids with respect to a Sub -Series or combined Sub- Series of Bonds are rejected, as described below under “ – Right of Rejection and Waiver of Irregularity ,” such Sub-Series or combined Sub-Series of Bonds will be awarded to the responsible bidder whose bid represents the lowest TIC to the Commission with respect to such Sub- Series or combined Sub-Series of the Bonds bid prior to any change to the principal payment schedule in accordance with this Official Notice of Sale. The TIC will be that nominal annual interest rate which, when compounded semiannually using a 360-day year consisting of twelve 30-day calendar months and used to discount to the dated date of the Bonds of such Sub- Series or combined Sub- Series all payments of principal and interest payable on such Sub- Series or combined Sub- Series of the Bonds, results in an amount equal to the purchase price of such Sub-Series or combined Sub-Series of the Bonds to be received by the Commission. If two or more bidders offer bids for any Sub- Series of the Bonds or combined Sub- Series at the same lowest TIC, the Commission will determine which bidder is awarded such Sub- Series or combined Sub- Series of the Bonds in its sole discretion. Bid evaluations or rankings made by Parity are not binding on the Commission.

Estimate of True Interest Cost. Each bidder is requested, but not required, to state in each bid the amount of interest payable on the Bonds of each Sub- Series for which such bidder is bidding during the life of the issue and the percentage TIC to the Commission (determined as described above), which will be considered as informative only and not binding on either the bidder or the Commission.

Right of Rejection and Waiver of Irregularity . The Commission reserves the right, in its sole and absolute discretion, to reject any and all bids for any Sub-Series or combined Sub-Series of the Bonds, for any reason. The Commission also reserves the right to waive any irregularity or informality in any bid.

Time of Award. The Commission, acting through its General Manager or its Assistant General Manager, Business Services, Chief Financial Officer and any Deputy Chief Financial Officer, will take action awarding the Bonds of a Sub-Series or combined Sub-Series or rejecting all bids for such Sub-Series or combined Sub-Series not later than four (4) hours after the date and time at which bids with respect to the Bonds of such Sub- Series or combined Sub- Series are received, unless such period for award is waived by the Purchaser. Prompt notice of the award will be given to the Purchaser.

Confirmation of Bond Sizing. As described herein under “TERMS RELATING TO THE BONDS – Adjustment of Principal Payments ” the actual principal amount of the Bonds of any Sub-Series and the actual maturity schedule for the Bonds (or sinking account payment schedule 104717348.2 13
for term Bonds) of such Sub-Series may be changed by the Commission after the determination of the winning bid. Any such changes will be reported to the Purchaser by 4:00 p.m. (California time) on the date the bids are received. Any such increase or decrease will be in $5,000 increments with respect to each maturity date or sinking account payment date. If any such adjustment occurs, no rebidding or recalculation of the bids submitted will be required or permitted and no successful bid may be withdrawn. The Purchaser will not be permitted to change the interest rates in its bid.

The dollar amount bid by the Purchaser will be adjusted to reflect any adjustments in the aggregate principal amount of the Bonds to be issued.

Qualification for Sale; Compliance with Blue Sky Laws. Compliance with Blue Sky and other securities laws and regulations, including the payment of any applicable fees, shall be the sole responsibility of the Purchaser. The Commission will furnish such information and take such action not inconsistent with law as the Purchaser may reasonably request as and the Commission may deem necessary or appropriate to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the Unit ed States of America as may be designated by the Purchaser; provided, however, that the Commission will not execute a general or special consent to service of process or qualify to do business in connection with such qualification or determination in any jurisdiction.

The Purchaser may not sell, offer to sell or solicit any offer to buy, Bonds in any jurisdiction where it is unlawful for the Purchaser to make such sale, offer or solicitation, and the Purchaser shall comply with the Blue Sky and other securities laws and regulations of the states and jurisdictions in which the Purchaser sells Bonds.

Sales Outside of the United States . The Purchaser must undertake responsibility for compliance with any laws or regulations of any foreign jurisdiction in connection with any sale of Bonds to persons outside the United States. In the event that the Purchaser sells any Bonds to persons outside the United States, it shall immediately notify the Commission in writing.

Delivery and Payment . Delivery of the Bonds, in the form of one certificate for each maturity of each Sub-Series, will be made to the respective Purchaser through the facilities of DTC in New York, New York, or at any other location mutually agreeable to both the Commission and the Purchaser, as soon as practicable. The anticipated date of delivery of the Bonds is ________, 2022. Payment for the Bonds (including any premium) must be made by wire transfer in immediately available funds. Any expense for making payment in immediately available funds shall be borne by the Purchaser.

No Litigation. The Commission will deliver a certificate of the Commission with respect to the Bonds stating that no litigation is pending with service of process having been accomplished, or, to the knowledge of the officer of the Commission executing such certificate, threatened, concerning the validity of the Bonds, the existence of the Commission, or the title of the officers of the Commission who will execute the Bonds to their respective offices.

CUSIP Numbers. It is anticipated that CUSIP numbers will be printed on the Bonds and in the Official Statement, but neither the failure to print such numbers nor any error with respect thereto will constitute cause for a failure or refusal by the Purchaser to accept delivery of and pay for Bonds in accordance with the terms of this Official Notice of Sale. The expenses associated 104717348.2 14
with printing CUSIP numbers on the Bonds will be paid by the Commission. The Purchaser of each Sub-Series of the Bonds is responsible for obtaining CUSIP numbers for the Bonds it purchased of such Sub- Series and the CUSIP Global Services (CGS) charge for the assignment of CUSIP numbers will be paid by such Purchaser . CUSIP data is provided by CGS on behalf of The American Bankers Association by S&P Global Market Intelligence. CUSIP numbers will be provided for convenience of reference only. Neither the Commission nor the City will take any responsibility for the accuracy of such numbers.

California Debt and Investment Advisory Commission Fee . The attention of bidders is directed to California Government Code Section 8856, which provides that the Purchaser of each Sub-Series of the Bonds will be charged the California Debt and Investment Advisory Commission fee. The Purchaser of each Sub-Series of Bonds is responsible for determining the actual fee due.

The Commission expects the Purchaser of each Sub- Series of Bonds to pay the applicable fee promptly upon receipt of the invoice.

Official Statement. Electronic copies of the Preliminary Official Statement prepared by the Commission will be furnished to any interested bidder upon request to the Co-Municipal Advisors. In accordance with Rule 15c2- 12 of the Securities and Exchange Commission (“Rule 15c2-12”), the Commission deems such Preliminary Official Statement final as of its date, except for the omission of certain information permitted by Rule 15c2-12. Within seven (7) business days after the date of award of the Bonds, the Purchaser of the Bonds will be furnished with a reasonable number of copies (not to exceed 200) of the Official Statement, without charge. If the Purchaser requests additional copies of the Official Statement within two (2) days after the award of the Bonds, the Commission will supply such requested additional copies of the Official Statement at the expense of the Purchaser. The Purchaser of the Bonds may elect to receive the Official Statement in electronic form.

By making a bid for Bonds, the bidder agrees, if awarded Bonds, (i) to disseminate to all members of th e underwriting syndicate, if any, copies of the Official Statement, including any supplements prepared by the Commission, and (ii) to take any and all other actions necessary to comply with applicable Securities and Exchange Commission and Municipal Securities Rulemaking Board rules governing the offering, sale and delivery of such Bonds to the ultimate purchasers, including without limitation the delivery of an Official Statement to each investor who purchases such Bonds.

The for m and content of the Official Statement of the Commission is within the sole discretion of the Commission. The Purchaser’s name will not appear on the cover of the Official Statement.

Certificate by the City Regarding Official Statement. At the time of delivery of the Bonds, the Purchaser will receive a certificate, signed by an officer of the Commission, confirming to the Purchaser that, to the best knowledge of said officer, the final Official Statement relating to the Bonds (the “Official Statement”) (ex cluding information regarding underwriting, any municipal bond insurance policy or policies and any bond reserve surety bond and the provider or providers thereof, and The Depository Trust Company and its book-entry only system, as to which no view will be expressed) as of the date of sale of the Bonds and as of the date of delivery thereof, did not and does not contain any untrue statement of a material fact or omit to state a material fact 104717348.2 15
necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading.

Purchaser’s Certification Concerning Official Statement. As a condition of delivery of any Bonds, the Purchaser will be required to execute and deliver to the Commission, prior to the delivery date of such Bonds, a certification to the following effect:
(i) Such successful bidder, as the initial Purchaser of such Bonds, has provided to the Commission the initial reoffering prices or yields of such Bonds as printed in the Official Statement, and the Purchaser has made a bona fide offering of each maturity to the public at the prices and yields so shown or has purchased the maturity for its own account and not with a view to distribution or resale and not in the capacity of a bond house, broker or other intermediary at the prices and yields so shown. (ii) While the Purchaser has not undertaken any responsibility for the contents of the final Official Statement, the Purchaser, in accordance with and as part of its responsibilities under the federal securities laws, has reviewed the information in the final Official Statement and has not notified the Commission of the need to modify or supplement the final Official Statement.

Continuing Disclosure. In order to assist each Purchaser in complying with Securities and Exchange Commission Rule 15c2- 12(b)(5), the Commission will undertake, pursuant to a Continuing Disclosure Certificate, to provide certain annual financial information and notices of the occurrence of certain events. A description of this undertaking and a form of the Continuing Disclosure Certificate are set forth in the Preliminary Official Statement and will also be set forth in the final Official Statement.

Right to Modify or Amend. The Commission reserves the right to modify or amend this Official Notice of Sale in any respect; provided, however, that any such modification or amendment will be communicated to potential bidders through Parity not later than 4:00 p.m. (California time) on the business day preceding the date for receiving bids. Failure of any potential bidder to receive notice of any modification or amendment will not affect the sufficiency of any such notice or the legality of the sale.

Modification, Postponement or Cancellation of Sale. The Commission reserves the right to modify, postpone or cancel the sale of any one or more Sub- Series of the Bonds at or prior to the time bids are to be received with respect to the Bonds of such Sub- Series. Notice of such modification, postponement or cancellation will be given through Parity as soon as practicable following such modification, postponement or cancellation. If the sale is postponed, notice of a new sale date will be given through Parity not later than 4:00 p.m. (California time) on the business day preceding the new sale date that bids are to be received. On any new sale date, any bidder may submit a bid for the purchase of Bonds, which shall be in conformity in all respects with the provisions of this Official Notice of Sale except for the time or date and time of sale and any other changes announced through Parity.

Failure of any potential bidder to receive notice of modification, cancellation or postponement shall not affect the sufficiency of any such notice. If a sale is postponed only, any 104717348.2 16
subsequent bid submitted by a bidder with respect to such sale will supersede any prior bid made.

If a sale is cancelled, all bids with respect to such sale will be deemed cancelled.

Equal Opportunity. Pursuant to the spirit and intent of the City’s Local Business Enterprise (“LBE”) Ordinance, Chapter 14B of the Administrative Code of the City, the Commission strongly encourages the inclusion of Local Business Enterprises certified by the San Francisco Human Rights Commission in pr ospective bidding syndicates. A list of certified LBEs may be obtained from the San Francisco Human Rights Commission, 25 Van Ness Avenue, Room 800, San Francisco, California 94102; telephone: (415) 252-2500.

Dated: ________, 2022