CleanPowerSF Sfpuc Commission
March 28, 2023

WHEREAS, in May, 2010, the Commission issued the second series of Bonds under the Indenture designated the “Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds, 2010 Series A” (the “2010 Series A Bonds”), in the original principal amount of $47,050,000, to refund certain commercial paper notes issued by the Commission to finance a portion of the Capital Improvement Program (“CIP’’), to fund a reserve account for the 2010 Series A Bonds and to pay costs of issuance, all as set forth in the Indenture; and

WHEREAS, in May, 2010, the Commission issued the third series of Bonds under the Indenture designated the “Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds, 2010 Series B (Federally Taxable- Build America Bonds -Direct Payment)” (the “2010 Series B Bonds”), in the original principal amount of $192,515,000, to refund certain commercial paper notes, to fund a portion of the costs of the CIP and a portion of the costs of the Commission’s proposed Sewer System Improvement Program, to fund capitalized interest on the 2010 Series B Bonds, to fund a reserve account for the 2010 Series B Bonds and to pay costs of issuance, all as set forth in the Indenture; and

WHEREAS, on June 12, 2012, the Board of Supervisors passed by a two-thirds vote its Ordinance No. 115-12, signed by the Mayor of the City on June 18, 2012, approving the issuance and sale of wastewater revenue bonds pursuant to Article VIIIB of the Charter to finance various capital -3-
projects benefiting the Enterprise, as well as paying the costs of issuance and other incidental costs relating thereto, in an aggregate principal amount not to exceed $522,810,000; and

WHEREAS, on November 13, 2012, the Commission passed its Resolution No. 12-0210, and on December 11, 2012, the Board of Supervisors passed its Resolution No. 459-12; signed by the Mayor on December 18, 2012, approving, among other things, (i) the issuance of not to exceed $250,000,000 aggregate principal amount of wastewater revenue bonds to refund outstanding wastewater revenue bonds and certain loans made by the State of California Water Resources Control Board, pursuant to Section 9.109 of the Charter, as supplemented by California Government Code Sections 53580 et seq. and (ii) the issuance of not to exceed $420,000,000 aggregate principal amount of wastewater revenue bonds to finance or refinance (through the retirement of commercial paper notes) various capital projects benefiting the Enterprise (including reimbursing the Commission for certain capital costs previously paid with proceeds of wastewater commercial paper notes), pursuant to Section 8B.124; and

WHEREAS, in January 2013, the Commission issued the fourth series of Bonds under the Indenture designated the “Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds, 2013 Series A (Refunding)” (the “2013 Series A Bonds”), in the original principal amount of $193,400,000, to refund all of the 2003 Refunding Series A Bonds, to prepay certain loans made by the State of California Water Resources Control Board, and to pay costs of issuance, all as set forth in the Second Supplemental Indenture; and

WHEREAS, on February 27, 2013, the Commission issued the fifth series of Bonds under the Indenture designated the “Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds, 2013 Series B” (the “2013 Series B Bonds”), in the original principal amount of $331,585,000, to finance or refinance (through the retirement of commercial paper notes) various capital projects benefiting the Enterprise (including reimbursing the Commission for certain capital costs paid with proceeds of wastewater commercial paper notes), fund capitalized interest, and to pay costs of issuance, all as set forth in the Third Supplemental Indenture; and

WHEREAS, on June 25, 2013, the Board of Supervisors passed by a two-thirds vote its Ordinance No. 123-13, which revised the fiscal year 2013-14 capital improvement project of the Commission and reduced the revenue bond authorization under Ordinance No. 115-12 by $27,870,059; and

WHEREAS, on June 24, 2014, the Board of Supervisors passed by a two-thirds vote Ordinance No. 107-14, approving the issuance and sale of wastewater revenue bonds by the Commission pursuant to Article VIIIB of the Charter of the City, in an aggregate principal amount not to exceed $819,035,941, to finance capital projects benefiting the Enterprise; and

WHEREAS, on June 9, 2015, the Board of Supervisors passed by a two-thirds vote Ordinance No. 0089-15, which amended and supplemented Ordinance No. 107-14 to provide authority for the Commission to execute and deliver one or more State of California Water Resources Control Board Installment Sale Agreements in connection with loans made by the State of California Water Resources Control Board, to finance capital projects benefiting the Enterprise; and

WHEREAS, on June 14, 2016, the Board of Supervisors passed by two-thirds vote Ordinance No. 111 -16, approving the issuance and sale of wastewater revenue bonds and authorizing the Commission to execute and deliver one or more State of California Water Resources Control Board Installment Sale Agreements in connection with loans made by the State of California Water Resources Control Board, pursuant to Article VIIIB of the Charter of the City, in an aggregate principal amount not to exceed $1,112,601,280, to finance capital projects benefiting the Enterprise; and

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WHEREAS, on June 12, 2018, the Board of Supervisors passed by two-thirds vote Ordinance No. 144-18, approving the issuance and sale of wastewater revenue bonds, commercial paper, revolving credit notes, or bond anticipation notes, authorizing the Commission to execute and deliver one or more State of California Water Resources Control Board Installment Sale Agreements in connection with State Revolving Fund Loans, and authorizing the Commission to execute and deliver loan agreements with the United States Environmental Protection Agency under the Water Infrastructure Finance and Innovation Act, all pursuant to Article VIIIB of the Charter of the City, in an aggregate principal amount not to exceed $987,414,494, to finance capital projects benefiting the Enterprise; and

WHEREAS, on September 29, 2020, the Board of Supervisors passed by two-thirds vote Ordinance No. 173-20, approving the issuance and sale of wastewater revenue bonds, commercial paper, revolving credit notes, or bond anticipation notes, authorizing the Commission to execute and deliver one or more State of California Water Resources Control Board Installment Sale Agreements in connection with State Revolving Fund Loans, and authorizing the Commission to execute and deliver loan agreements with the United States Environmental Protection Agency unde r the Water Infrastructure Finance and Innovation Act, all pursuant to Article VIIIB of the Charter of the City, in an aggregate principal amount not to exceed $349,919,252, to finance capital projects benefiting the Enterprise, and further authorized the approval of the issuance of wastewater revenue refunding bonds to refund any outstanding obligations of the Enterprise, subject to the limitations set forth therein; and

WHEREAS, on March 22, 2016, the Commission passed its Resolution No. 16-0057, and on April 26, 2016, the Board of Supervisors passed its Resolution No. 154-16, signed by the Mayor on May 6, 2016, approving, among other things, the issuance of not to exceed $621,000,000 aggregate principal amount of wastewater revenue bonds to finance or refinance (through the retirement of commercial paper notes) various capital projects benefiting the Enterprise (including reimbursing the Commission for certain capital costs previously paid with proceeds of wastewater commercial paper notes), pursuant to Section 8B.124; and

WHEREAS, on May 24, 2016, the Commission issued the sixth and seventh series of Bonds under the Indenture designated the “Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds, 2016 Series A (Green Bonds)” (the “2016 Series A Bonds”), in the original principal amount of $240,580,000 and “Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds, 2016 Series B” (the “2016 Series B Bonds”), in the original principal amount of $67,820,000, in each case to finance or refinance (through the retirement of commercial paper notes) various capital projects benefiting the Enterprise (including reimbursing the Commission for certain capital costs paid with proceeds of waste water commercial paper notes), fund capitalized interest, and to pay costs of issuance, all as set forth in the Fourth Supplemental Indenture; and

WHEREAS, on August 8, 2018, the Commission issued the eighth, ninth and tenth series of Bonds under the Indenture designated the “Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds, 2018 Series A (Green Bonds)” (the “2018 Series A Bonds”), in the original principal amount of $229,050,000, the “Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds, 2018 Series B” (the “2018 Series B Bonds”), in the original principal amount of $185,950,000 and the “Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds, 2018 Series C (Green Bonds)” (the “2018 Series C Bonds”) in the original principal amount of $179,145,000, in each case to finance or refinance (through the retirement of commercial paper notes) various capital projects benefiting the Enterprise, fund capitalized interest, and to pay costs of issuance, all as set forth in the Seventh Supplemental Indenture and the Eighth Supplemental Indenture; and

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WHEREAS, the Commission entered into an Installment Sale Agreement executed on January 12, 2016, with the California State Water Resources Control Board in the aggregate principal amount of up to $7,435,000 (the “2016 SRF Loan”) to finance a capital project described therein benefiting the Enterprise; and

WHEREAS, the Commission entered into an Installme nt Sale Agreement executed by the Commission on September 14, 2017, with the California State Water Resources Control Board, in the aggregate principal amount of up to $34,445,778 (the “2017 Southeast Treatment Plant Primary/Secondary Upgrade SRF Loan”) to finance a capital project described therein benefiting the Enterprise; and

WHEREAS, the Commission entered into an Installment Sale Agreement executed by the Commission on September 14, 2017, with the California State Water Resources Control Board, as amended, in the aggregate principal amount of up to $40,006,740 (the “2017 Southeast Treatment Plant Disinfection Upgrade SRF Loan”) to finance a capital project described therein benefiting the Enterprise; and

WHEREAS, the Commission entered into an Instal lment Sale Agreement executed by the Commission on September 14, 2017, with the California State Water Resources Control Board in the aggregate principal amount of up to $20,199,435 (the “2017 North Point SRF Loan”) to finance a capital project described therein benefiting the Enterprise; and

WHEREAS, the Commission entered into an Installment Sale Agreement executed by the Commission on May 7, 2020, with the California State Water Resources Control Board, as amended, in the aggregate principal amount of up to $54,387,969 (the “2020 Digester Gas Utilization Upgrade SRF Loan”) to finance a capital project described therein benefiting the Enterprise; and

WHEREAS, the Commission entered into an Installment Sale Agreement executed by the Commission on May 7, 2020, with the California State Water Resources Control Board, as amended, in the aggregate principal amount of up to $132,000,000 (the “2020 Water Pollution Control Plant Biosolids Digester Facilities SRF Loan”) to finance a capital project described therein benefiting the Enterprise; and

WHEREAS, the Commission entered into an Installment Sale Agreement executed by the Commission on May 10, 2021, with the California State Water Resources Control Board, as amended, in the aggregate principal amount of up to $112,036,181 (the “2021 SEP New Headworks (GRIT) Replacement SRF Loan” and, together with the 2016 SRF Loan, the 2017 Southeast Treatment Plant Primary/Secondary Upgrade SRF Loan, the 2017 Southeast Treatment Plant Disinfection Upgrade SRF Loan, the 2017 North Point SRF Loan, the 2020 Digester Gas Utilization Upgrade SRF Loan, and the 2020 Water Pollution Control Plant Biosolids Digester Facilities SRF Loan, the “SRF Loans”) to finance a capital project described therein benefiting the Enterprise; and

WHEREAS, on September 14, 2017, the Commission amended the Original Indenture as supplemented to the date thereof as set forth in the Fifth Supplemental Indenture; and

WHEREAS, on July 10, 2018, the Commission approved amendments to the Original Indenture as amended and supplemented to the date thereof, as set forth in the Sixth Supplemental Indenture, which amendments have become effective in accordance with the terms of the Original Indenture and the Sixth Supplemental Indenture; and

WHEREAS, on July 27, 2018, the Commission executed and delivered the Ninth Supplemental Indenture in connection with the execution and delivery of a WIFIA Loan Agreement -6-
(the “Original Biosolids Digester Facilities WIFIA Loan Agreement”) with the United States Environmental Protection Agency in a principal amount up to $699,242,023; and

WHEREAS, on June 12, 2020, the Commission executed and delivered the Tenth Supplemental Indenture in connection with the execution and delivery of a WIFIA Loan Agreement (the “Southeast Treatment Plant Improvements Project WIFIA Loan Agreement”) with the United States Environmental Protection Agency in a principal amount up to $513,861,981; and

WHEREAS, on June 12, 2020, the Commission executed and delivered the Eleventh Supplemental Indenture in connection with the reauthorization of the Original Biosolids Digester Facilities WIFIA Loan Agreement (the “Biosolids Digester Facilities WIFIA Loan Agreement ,” and together with the Southeast Treatment Plant Improvements Project WIFIA Loan Agreement, the “WIFIA Loan Agreements”) with the United States Environmental Protection Agency in a principal amount up to $699,242,023; and

WHEREAS, on October 26, 2021, the Commission passed its Resolution No. 21-0164, approving, among other things, the issuance of not to exceed $380,000,000 aggregate principal amount of wastewater revenue bonds to finance or refinance (through the retirement of commercial paper notes) various capital projects benefiting the Enterprise (including reimbursing the Commission for certain capital costs previously paid with proceeds of wastewater commercial paper notes), pursuant to Section 8B.124; and

WHEREAS, on November 30, 2021, the Commission issued two series of notes under the Indenture designated as the “Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Notes 2021 Series A (Green Notes)” (the “2021 Series A Notes”), in the original principal amount of $218,355,000, and the “Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Notes 2021 Series B (Green Notes)” (the “2021 Series B Notes”), in the original principal amount of $129,110,000, in each case, to finance various capital projects benefiting the Enterprise, and to pay costs of issuance, all as set forth in the Twelfth Supplemental Indenture; and

WHEREAS, on November 30, 2021, the Commission issued the eleventh and twelfth series of Bonds under the Indenture designated as the "Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds, 2021 Series A (SSIP)(Green Bonds)'' (the "2021 Series A Bonds"), in the original principal amount of $260,835,000 and the "Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds , 2021 Series B (Non-SSIP)" (the “2021 Series B Bonds"), in the original principal amount of $37,045,000, in each case to finance and refinance (through the retirement of commercial paper notes) various capital projects benefiting the Enterprise, fund capitalized interest, and to pay costs of issuance, all as set forth in the Thirteenth Supplemental Indenture; and

WHEREAS, pursuant to Section 9.109 of the City Charter (as supplemented by California Government Code Section 53580 et seq.), the Board of Supervisors is authorized to provide for the issuance of bonds of the City for the purpose of refunding any revenue bonds of the City then outstanding without voter approval, providing that such refunding is expected to result in net debt service savings to the City on a present value basis; and

WHEREAS, on April 12, 2022, the Commission passed its Resolution No. 22 -0072, approving, among other things, the issuance of not to exceed $475,000,000 aggregate principal amount of wastewater revenue bonds, in one or more series, to refund outstanding wastewater revenue bonds, pursuant to certain ordinances of the Board, the Indenture and Section 9.109 of the Charter (as supplemented by California Government Code Sections 53580 et seq.); and

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WHEREAS, on July 6, 2022, the Commission issued the thirteenth series of Bonds under the Indenture designated as the "Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds, 2022 Series B (Refunding)'' (the "2022 Series B Bonds"), in the original principal amount of $137,080,000 to refund a portion of the outstanding 2013 Series A Bonds and a portion of the outstanding 2013 Series B Bonds, pursuant to Section 9.109 of the Charter (as supplemented by California Government Code Sections 53580 et seq.), and to pay costs of issuance, all as set forth in the Fourteenth Supplemental Indenture; and

WHEREAS, the Indenture provides that the Commission may, subject to the requirements of the Law (as defined in the Indenture) and the Indenture, issue one or more other series of Bonds from time to time pursuant to a supplemental indenture; and

WHEREAS, on _______________, 2023, the Commission passed its Resolution No. 23- ______, approving, among other things, the issuance of not to exceed $____________ aggregate principal amount of wastewater revenue bonds, in one or more series, to finance or refinance (through the retirement of commercial paper notes) various capital projects benefiting the Enterprise (including reimbursing the Commission for certain capital costs previously paid with proceeds of wastewater commercial paper notes), pursuant to Section 8B.124, and to refund outstanding wastewater revenue bonds, pursuant to certain ordinances of the Board, the Indenture and Section 9.109 of the Charter (as supplemented by California Government Code Sections 53580 et seq.); and

WHEREAS, the Commission has determined to issue additional series of Bonds under this Fifteenth Supplemental Indenture designated “Wastewater Revenue Bonds, 2023 Series A (SSIP) (Green Bonds)” in the original principal amount of $_________ (the “2023 Series A Bonds”), “Wastewater Revenue Bonds, 2023 Series B (Non-SSIP)” in the original principal amount of $_____________ (the “2023 Series B Bonds”), and “Wastewater Revenue Bonds, 2023 Series C (Refunding) (Green Bonds)” in the original principal amount of $_____________ (the “2023 Series C Bonds” and together with the 2023 Series A Bonds and the 2023 Series B Bonds, the “2023 Bonds”) to, among other things, finance and refinance (through the retirement of commercial paper notes) various capital projects benefiting the Enterprise (including reimbursing the Commission for certain capital costs previously paid with proceeds of wastewater commercial paper notes or from other moneys), pursuant to Section 8B.124 and Ordinance No. 107- 14 and Ordinance No. 111-16, and to refund the remaining outstanding 2013 Series A Bonds and 2013 Series B Bonds and the outstanding 2018 Series C Bonds, pursuant to Section 9.109 of the Charter (as supplemented by California Government Code Sections 53580 et seq.); and

WHEREAS, the 2023 Bonds will be issued by the Commission under the Indenture each as a separate Series of Bonds payable on a parity with the 2010 Series B Bonds, the 2016 Series A Bonds, the 2016 Series B Bonds, the 2018 Series A Bonds, the 2018 Series B Bonds, the 2018 Series C Bonds, the 2021 Series A Notes, the 2021 Series B Notes, the 2021 Series A Bonds, the 2021 Series B Bonds, the 2022 Series B Bonds, the SRF Loans and the WIFIA Loan Agreements; and

WHEREAS, the conditions and limitations contained in the Law and the Indenture wil l be satisfied at the time of issuance of the 2023 Bonds; and

WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and the entering into of this Fifteenth Supplemental Indenture do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Fifteenth Supplemental Indenture;

NOW, THEREFORE, the parties hereto agree, as follows:

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ARTICLE LXVI

DEFINITIONS

SECTION 66.01. Definitions. The terms defined in this section shall, for all purposes of this Fifteenth Supplemental Indenture, have the meanings herein specified, to be equally applicable to both the singular and plural forms of any of the terms herein defined. Terms defined in the Indenture not otherwise defined herein shall have the meanings specified therein.

Closing Date

The term “Closing Date” means ________________, 2023 , the date of the original issuance and delivery of the 2023 Bonds.

Failed Tender Date

The term "Failed Tender Date" means the date on which insufficient funds are available for the purchase of all 2023 Series C Bonds that are required to be tendered for remarketing on a Mandatory Tender Date.

Interim Funding Program

The term “Interim Funding Program” means, together, the notes captioned “Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Wastewater Series, Proposition E)” in the aggregate principal amount not to exceed $675,000,000 and obligations captioned “Public Utilities Commission of the City and County of San Francisco Revolving Obligations (Wastewater S eries, Proposition E)” in the aggregate principal amount not to exceed $75,000,000. [TO BE UPDATED AS NEEDED]

Mandatory Tender Date

The term "Mandatory Tender Date" means (a) the Interest Payment Date on which the Term Rate Period then applicable to the 2023 Series C Bonds ends or, if such Interest Payment Date is not a Business Day, the next succeeding Business Day, and (b) any Business Day while the 2023 Series C Bonds bear interest at the Stepped Rate.

Pricing Notice

The term "Pricing Notice" means the Certificate of the Commission delivered to the Trustee and the Remarketing Agent in connection with the establishment of a Term Rate Period for the 2023 Series C Bonds.

Purchase Price

The term "Purchase Price" means an amount equal to the principal amount of the 2023 Series C Bonds to be purchased plus accrued interest to date on which such 2023 Series C Bonds are required to be tendered.

Refunded 2013 Bonds

The term “Refunded 2013 Bonds” means the currently outstanding 2013 Series A Bonds and 2013 Series B Bonds.

Refunded 2018C Bonds
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The term “Refunded 2018C Bonds” means the currently outstanding 2018 Series C Bonds.

Remarketing Agent

The term "Remarketing Agent" means the entity employed by the Commission to remarket the 2023 Series C Bonds in connection with a new Term Rate Period.

Stepped Rate

The term "Stepped Rate" means, for each 2023 Series C Bond, (a) if insufficient funds are available for the purchase of all 2023 Series C Bonds that are required to be tendered for remarketing on the first Mandatory Tender Date applicable thereto, 6% per annum for the first 79 days following and including the Failed Tender Date and 8% per annum thereafter, and (b) if insufficient funds are available for the purchase of all 2023 Series C Bonds that are required to be tendered for remarketing on any subsequent Mandatory Tender Date, the rate specified as the Stepped Rate in the applicable Pricing Notice.

Term Rate

The term "Term Rate" means (a) for the initial Term Rate Period applicable thereto, the rate of interest that is specified as such in Section 67.01(g), and (b) for each subsequent Term Rate Period, the interest rate not in excess of the 10% per annum that, if borne by the 2023 Series C Bonds throughout said Term Rate Period, would, in the judgment of the Remarketing Agent, having due regard for the prevailing market conditions for obligations of the same general character and credit quality as the 2023 Series C Bonds, result in the lowest interest rate that would enable the Remarketing Agent to sell the 2023 Series C Bonds at par on the applicable Mandatory Tender Date.

Term Rate Period

The term "Term Rate Period" means (a) the period specified as such in Section 67.01(g) hereof and (b) subsequent to such period, the period that commences on the day following a Mandatory Tender Date and ends on the next Mandatory Tender Date as specified by the Commission in the applicable Pricing Notice.

2013 Escrow Agreement

The term “2013 Escrow Agreement” means the Escrow Agreement (2013 Bonds) dated as of April 1, 2023, between the Commission and U.S. Bank Trust Company, National Association, as it may be supplemented and amended in accordance with its terms.

2018C Escrow Agreement

The term “2018C Escrow Agreement” means the Escrow Agreement (2018C Bonds) dated as of April 1, 2023, between the Commission and U.S. Bank Trust Company, National Association, as it may be supplemented and amended in accordance with its terms.

2023 Bonds

The term “2023 Bonds” means the 2023 Series A Bonds , the 2023 Series B Bonds and the 2023 Series C Bonds.

2023 Continuing Disclosure Certificate
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The term “ 2023 Continuing Disclosure Certificate” means the Continuing Disclosure Certificate, dated the date of initial issuance of the 2023 Bonds, executed and delivered by the Commission, as it may be supplemented and amended in accordance with its terms.

2023 Series A Bonds

The term “2023 Series A Bonds” means the 2023 Bonds authorized pursuant to Section

67.01(a).

2023 Series A Capital Project Account

The term “2023 Series A Capital Project Account” means the account by that name established within the Capital Project Fund pursuant to Section 67.17.

2023 Series A Capitalized Interest Account

The term “2023 Series A Capitalized Interest Account” means the account by that name established within the Interest Fund pursuant to Section 67.19.

2023 Series A Costs of Issuance Fund

The term “2023 Series A Costs of Issuance Fund” means the fund by that name established pursuant to Section 67.11.

2023 Series A Project

The term “2023 Series A Project” means financing, from amounts on deposit in the 2023 Series A Capital Project Account, the reconstructing, replacing, expanding, repairing or improving of facilities that are part of, or of benefit to the Enterprise pursuant to the Law, including Section 8B.124 of the Charter.

2023 Series A Rebate Fund

The term “2023 Series A Rebate Fund’’ means the fund by that name established pursuant to Section 67.14.

2023 Series A Reimbursement Account

The term “ 2023 Series A Reimbu rsement Account” means the account by that name established within the Capital Project Fund pursuant to Section 67.17.

2023 Series A Sinking Fund Account

The term “2023 Series A Sinking Fund Account” means the account by that name established within the Principal Fund pursuant to Section 67.22.

2023 Series A Term Bonds

The term “2023 Series A Term Bonds” means the 2023 Series A Bonds maturing on October 1, 20__, and October 1, 20__.

2023 Series B Bonds
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The term “2023 Series B Bonds” means the 2023 Bonds authorized pursuant to Section

67.01(b).

2023 Series B Capital Project Account

The term “2023 Series B Capital Project Account” means the account by that name established within the Capital Project Fund pursuant to Section 67.18.

2023 Series B Capitalized Interest Account

The term “2023 Series B Capitalized Interest Account” means the account by that name established within the Interest Fund pursuant to Section 67.20.

2023 Series B Costs of Issuance Fund

The term “2023 Series B Costs of Issuance Fund” means the fund by that name established pursuant to Section 67.12.

2023 Series B Project

The term “2023 Series B Project” means financing, from amounts on deposit in the 2023 Series B Capital Project Account, the reconstructing, replacing, expanding, repairing or improving of facilities that are part of, or of benefit to the Enterprise pursuant to the Law, including Section 8B.124 of the Charter.

2023 Series B Rebate Fund

The term “2023 Series B Rebate Fund’’ means the fund by that name established pursuant to Section 67.15.

2023 Series B Reimbursement Account

The term “2023 Series B Reimbursement Account” means the account by that name established within the Capital Project Fund pursuant to Section 67.18.

2023 Series B Sinking Fund Account

The term “2023 Series B Sinking Fund Account” means the account by that name established within the Principal Fund pursuant to Section 67.24.

2023 Series B Term Bonds

The term “2023 Series B Term Bonds” means the 2023 Series B Bonds maturing on October 1, 20__, and October 1, 20__.

2023 Series C Bonds

The term “2023 Series C Bonds” means the 2023 Bonds authorized pursuant to Section

67.01(c).

2023 Series C Costs of Issuance Fund

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The term “2023 Series C Costs of Issuance Fund” means the fund by that name established pursuant to Section 67.13.

2023 Series C Rebate Fund

The term “2023 Series C Rebate Fund’’ means the fund by that name established pursuant to Section 67.16.

2023 Series C Sinking Fund Account

The term “2023 Series C Sinking Fund Account” means the account by that name established within the Principal Fund pursuant to Section 67.26.

2023 Series C Term Bonds

The term “2023 Series C Term Bonds” means the 2023 Series C Bonds maturing on October 1, 20__, and October 1, 20__.

ARTICLE LXVII

PROVISIONS RELATING TO BONDS

SECTION 67.01. Authorization and Terms of Bonds.

(a) A Series of Bonds is hereby created and such Bonds are designated as the “Wastewater Revenue Bonds, 2023 Series A (SSIP) (Green Bonds),” which shall be a Series of Clean Water Revenue Bonds issued under the Indenture. The aggregate principal amount of 2023 Series A Bonds that may be issued and Outstanding under this Fifteenth Supplemental Indenture shall not exceed $_____________, except as may be otherwise provided in Section 2.08. The 2023 Series A Bonds shall be of the tenor known as Current Interest Bonds.

(b) A Series of Bonds is hereby created and such Bonds are designated as the “Wastewater Revenue Bonds, 2023 Series B (Non-SSIP),” which shall be a Series of Clean Water Revenue Bonds issued under the Indenture. The aggregate principal amount of 2023 Series B Bonds that may be issued and Outstanding under this Fifteenth Supplemental Indenture shall not exceed $_____________, except as may be otherwise provided in Section 2.08. The 2023 Series B Bonds shall be of the tenor known as Current Interest Bonds.

(c) A Series of Bonds is hereby created and such Bonds are designated as the “Wastewater Revenue Bonds, 2023 Series C (Refunding) (Green Bonds),” which shall be a Series of Clean Water Revenue Bonds issued under the Indenture. The aggregate principal amount of 2023 Series C Bonds that may be issued and Outstanding under this Fifteenth Supplemental Indenture shall not exceed $_____________, except as may be otherwise provided in Section 2.08. The 2023 Series C Bonds shall be of the tenor known as Current Interest Bonds.

(d) The 2023 Bonds shall be initially registered in the name of “Cede & Co.,” as nominee of The Depository Trust Company, New York, New York, and shall be evidenced by one 2023 Series A Bond, one 2023 Series B Bond and one 2023 Series C Bond maturing on each respective maturity date in a denomination corresponding to the total principal designated to mature on such date.

Registered ownership of the 2023 Bonds, or any portion thereof, may not thereafter be transferred except as set forth in Section 67.03 herein.

The 2023 Bonds shall be issued as fully registered Bonds without coupons in the denominations of $5,000 or any integral multiple thereof; provided that no 2023 Bond shall have principal maturing -13-
on more than one principal maturity date. The 2023 Bonds shall be dated as of the Closing Date, the date of delivery thereof, and shall accrue interest from such date.

(e) The 2023 Series A Bonds shall mature on October 1 in the following years and in the following amounts and shall bear interest at the following rates per annum payable on April 1 and October 1 in each year, commencing October 1, 2023, calculated on the basis of a 360-day year consisting of twelve 30-day months:

Maturity
(October 1)
Principal
Amount
Interest
Rate

(f) The 2023 Series B Bonds shall mature on October 1 in the following years and in the following amounts and shall bear interest at the following rates per annum payable on April 1 and October 1 in each year, commencing October 1, 2023, calculated on the basis of a 360-day year consisting of twelve 30-day months:

Maturity
(October 1)
Principal
Amount
Interest
Rate

(g) (i) The 2023 Series C Bonds shall mature on October 1 in the year and amount, and shall bear interest during the initial Term Rate Period set forth below at the Term Rate set forth below, payable on April 1 and October 1 in each year, commencing October 1, 2023, calculated on the basis of a 360-day year consisting of twelve 30-day months:

Maturity
(October 1)

Principal
Amount

Initial Term
Rate
End of Initial
Term Rate Period
(October 1)
20__ $____________ ___% 20__

(ii) The interest rate to be borne by the 2023 Series C Bonds following the end of the initial Term Rate Period set forth above shall be (A) during any Term Rate Period, the Term Rate established pursuant to Section 67.03 hereof and (B ) during the period following and including a Failed Tender Date until the establishment of a new Term Rate, the Stepped Rate.

(iii) Not less than three Business Days prior to each Mandatory Tender Date the Commission shall deliver to the Remarketing Agent for the 2023 Series C Bonds a Pricing Notice specifying the next Term Rate Period and the Stepped Rate and optional redemption provisions to be applicable to the 2023 Series C Bonds in connection with such Term Rate Period, each as determined pursuant to this subsection.

(iv) The Commission shall establish as the next Term Rate Period for the 2023 Series C Bonds that period ending on an Interest Payment Date as set forth in a Certificate of the Commission, taking into account the provisions of its other Bonds, will best enable it to -14-
produce an efficient and economical balance of low interest rates and minimal remarketing costs and risks.

(v) The Remarketing Agent shall establish the Term Rate for the 2023 Series C Bonds for each Term Rate Period established by the Commission not later than 5:00 p.m. local time in New York City on the second Business Day prior to the commencement of such Term Rate Period.

(vi) The interest rate to be applicable to the 20 23 Series C Bonds following and including a Failed Tender Date at the expiration of any Term Rate Period shall be the Stepped Rate, provided that in connection with a remarketing of the 2023 Series C Bonds the Commission may establish a different Stepped Rate if it receives and delivers to the Trustee concurrently with its delivery of the applicable Pricing Notice an opinion of nati onally recognized bond counsel to the effect that the establishment of such different Stepped Rate will not adversely affect the exclusion from gross income for federal income tax purposes of interest on 2023 Series C Bonds which are then unpaid and for which there has been delivered an opinion of nationally recognized bond counsel to the effect that interest on the 2023 Series C Bonds is excluded from gross income for federal income tax purposes.

(h) The principal of and premium, if any, on the 2023 Bonds shall be payable by check or wire in lawful money of the United States of America to the Owner thereof, upon the surrender thereof at the corporate trust office of the Trustee in San Francisco, California, or such other office designated by the Trustee.

The interest on the 2023 Bonds shall be payable in like lawful money to the person whose name appears on the bond registration books of the Trustee as the Owner thereof as of the close of business on the 15th day of the calendar month immediately preceding an interest payment date , whether or not such day is a Business Day, such interest to be paid by check mailed to such Owner at such address as appears on such registration books or at such address as such Owner may have filed with the Trustee for that purpose, or at the request of an Owner of at least $1,000,000 in aggregate principal amount of 2023 Bonds filed with the Trustee by such 15th day, by wire transfer to such account designated in such request at a financial institution in the United States.

(i) Each 2023 Bond shall bear interest from the interest payment date next preceding the date of authentication thereof unless it is authenticated as of a day during the period from the 16th day of the calendar month next preceding any interest payment date to the interest payment date, inclusive, in which event it shall bear interest from such interest payment date, or unless it is authenticated on or before September 15, 2023, in which event it shall bear interest from the Closing Date; provided, however, that if, at the time of authentication of any 2023 Bond, interest is in default on Outstanding 2023 Bonds, such 2023 Bond shall bear interest from the interest payment date to which interest has previously been paid or made available for payment on the Outstanding 2023 Bonds and shall be payable to the Owners thereof of record as of a special date as shall be established by the Trustee following such default.

(j) The Trustee shall assign each 2023 Bond authenticated and registered by it a distinctive letter, or number, or letter and number, and shall maintain a record thereof which shall be available to the Commission for inspection.

(k) On January 30, 2013, certain amendments set forth in the First Amendment that govern the sizing of the Required Reserve for each Series of Bonds became effective in accordance with the terms of the Indenture. In accordance therewith, the Commission has determined not to fund a Reserve Account for the 2023 Bonds.

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(l) The Commission has reviewed all proceedings heretofore taken relative to the authorization of the 2023 Bonds and has found, as a result of such review, that all conditions, things and acts required by law to exist, happen or be performed precedent to and in the issuance of the 2023 Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and the Commission is authorized, pursuant to each and every requirement of law, including the Law, to issue the 2023 Bonds in the manner and form provided in this Fifteenth Supplemental Indenture.

SECTION 67.02. Mandatory Tender of 2023 Series C Bonds . The Trustee shall give notice by mail to the Owners of the 2023 Series C Bonds not less than 30 days prior to each Mandatory Tender Date that (i) the 2023 Series C Bonds are subject to mandatory tender for purchase on the Mandatory Tender Date at the Purchase Price, and (ii) if an amount of money sufficient and available to pay the Purchase Price of all of the 2023 Series C Bonds is on deposit with the Trustee on the Mandatory Tender Date , all of such 2023 Series C Bonds will be deemed to have been properly tendered for purchase and will cease to bear interest. Receipt of such notice by any Owner of 2023 Series C Bonds shall not be a condition precedent to the mandatory tender for purchase of the 2023 Series C Bonds on such Mandatory Tender Date, and failure to receive any such notice or any defect in such notice shall not affect the validity of the proceedings for the mandatory tender for purchase of the 2023 Series C Bonds.

SECTION 67.03. Remarketing of Tendered 2023 Series C Bonds.

(a) Not less than three Business Days prior to a Mandatory Tender Date (unless at least 60 days prior to a Mandatory Tender Date, or such later date as may be acceptable to the Trustee, the Commission gives written notice to the Remarketing Agent and the Trustee that the Commission intends to redeem the 2023 Series C Bonds on or before the Mandatory Tender Date) the Commission shall deliver to the Remarketing Agent a Pricing Notice specifying the next Term Rate Period and the Stepped Rate and optional redemption provisions to be applicable to the 2023 Series C Bonds in connection with such Term Rate Period. The Remarketing Agent shall provide indicative Term Rates for the next Term Rate Period to the Commission by the day before the date the Remarketing Agent offers the 2023 Series C Bonds for sale. Following the receipt of the Pricing Notice by the Remarketing Agent and not later than 5:00 p.m. local time in New York City on the second Business Day prior to the Mandatory Tender Date, the Remarketing Agent shall offer for sale and use its best efforts to find purchasers for all of the 2023 Series C Bonds at a price equal to the principal amount thereof and, to the extent remarketed, shall establish the Term Rate for the next Term Rate Period and give notice thereof by email to the Commission and the Trustee. The Remarketing Agent shall provide the Trustee with notice by email not later than 3 :00 p.m. local time in New York City on the Business Day immediately preceding the Mandatory Tender Date indicating whether or not all the 2023 Series C Bonds were remarketed.

(b) If all 2023 Series C Bonds are remarketed, the Remarketing Agent shall cause the Purchase Price thereof to be paid to the Trustee according to the Operational Arrangements of The Depository Trust Company at or before 12:00 noon local time in New York City on the Mandatory Tender Date; and the Trustee shall apply the funds so received to the payment of the portion of the purchase price represented by the principal amount of the 2023 Series C Bonds to the Owners who tendered or who were deemed to have tendered them for purchase (portion of the Purchase Price represented by the accrued but unpaid interest thereon to be paid from the Interest Fund). If the Series 2023 C Bonds are not registered in the name of The Depository Trust Company, or its nominee, to the extent permitted by law, the Remarketing Agent shall deliver to the Trustee a notice by email specifying the names, addresses and taxpayer identification numbers of the purchasers and the denominations of 2023 Series C Bonds to be registered in the name of each purchaser by 3:00 p.m. local time in New York City on the Business Day preceding the Mandatory Tender Date, provided that -16-
such notice may be supplemented or amended at any time prior 12:30 p.m. local time in New York City on the Mandatory Tender Date.

(c) If the 2023 Series C Bonds are not successfully remarketed, the Remarketing Agent will provide notice to the Commission and the Trustee not later than 5 :00 p.m. local time in New York City on the Business Day prior to the Mandatory Tender Date indicating that the Mandatory Tender Date has been rescinded and that the current Term Rate, Term Rate Period, Stepped Rate and optional redemption provisions have not been modified. In such event or in the event that, for any reason, the Trustee is not provided with sufficient funds that are available for the purchase of all 2023 Series C Bonds by the time set forth above, the Trustee shall give notice thereof by email to the Remarketing Agent and the Commission and shall give notice thereof by mail to the Owners of the 2023 Series C Bonds, indicating that the 20 23 Series C Bonds will bear interest at the Stepped Rate until they are successfully remarketed or otherwise redeemed, purchased or paid by the Commission; provided, however, that so long as the 2023 Series C Bonds are registered in the name of The Depository Trust Company, or its nominee, such notice shall not be given by mail but shall be given to The Depository Trust Company in such manner as is set forth in the Operational Arrangements of The Depository Trust Company. Under such circumstances, the Remarketing Agent shall continue to attempt to remarket such 2023 Series C Bonds as described above and, in connection therewith, may from time to time establish a new Term Rate to be applicable to the Term Rate Period established by the Commission pursuant to Section 67.0l(g) hereof.

If the Remarketing Agent is successful in remarketing all of the 2023 Series C Bonds, it shall give notice thereof by email of the Term Rate to be applicable to the 2023 Series C Bonds and of the date on which the 2023 Series C Bonds will be required to be tendered for remarketing to the Commission and the Trustee; and the Trustee shall give notice by mail to the Owners of the 2023 Series C Bonds at least 5 days prior to the date on which the 2023 Series C Bonds will be required to be tendered for remarketing; provided, however, that so long as the 2023 Series C Bonds are registered in the name of The Depository Trust Company, or its nominee, such notice shall not be given by mail but shall be given to The Depository Trust Company in such manner as is set forth in the Operational Arrangements of The Depository Trust Company. On such date the Remarketing Agent shall cause the Purchase Price of the 2023 Series C Bonds to be paid to the Trustee according to the Operational Arrangements of The Depository Trust Company at or before 12:00 noon local time in New York City; and the Trustee shall apply the funds so received to the payment of the Purchase Price of the 2023 Series C Bonds to the Owners who tendered or who were deemed to have tendered them for purchase.

If the 2023 Series C Bonds are not registered in the name of The Depository Trust Company, or its nominee, and to the extent permitted by law, the Remarketing Agent shall deliver to the Trustee a notice by email specifying the names, addresses and taxpayer identification numbers of the purchasers and the denominations of 2023 Series C Bonds to be registered in the name of each purchaser by 3:00 p.m. local time in New York City on the Business Day preceding the aforesaid date, provided that such notice may be supplemented or amended at any time prior 12:30 p.m. local time in New York City on the aforesaid date.

SECTION 67.04. Covenant Regarding Remarketing Agent. The Commission covenants for the benefit of the Owners of the 2023 Series C Bonds that it will employ a Remarketing Agent not less than 90 days prior to each Mandatory Tender Date . The Commission shall ensure that each Remarketing Agent so employed (and any co-remarketing agents appointed by the Commission) shall have a capitalization of at least $30,000,000, shall be authorized by law to perform all the duties contemplated hereby to be performed by the Remarketing Agent, shall have knowledge and experience in the remarketing of securities such as the 2023 Series C Bonds, and shall have a remarketing portfolio (at the time of such appointment) of at least $100,000,000.

SECTION 67.05. Forms of Bonds . The 2023 Bonds and the Trustee’s certificates of authentication and registration and the forms of assignment to appear thereon shall be in substantially -17-
the forms set forth as Exhibit I to this Fifteenth Supplemental Indenture, with necessary or appropriate variations, omissions and insertions as permitted or required by this Fifteenth Supplemental Indenture.

SECTION 67.06. Use of Depository.

(a) The 2023 Bonds shall be initially registered as provided in Section 67.01(d) hereof.

Registered ownership of the 2023 Bonds, or any portions thereof, may not thereafter be transferred except:

(i) to any successor of The Depository Trust Company or its nominee, or of any substitute depository designated pursuant to clause (ii) of this subsection (a) (a “Substitute Depository”); provided that any successor of The Depository Trust Company or Substitute Depository shall be qualified under any applicable laws to provide the service proposed to be provided by it;

(ii) to any Substitute Depository not objected to by the Trustee, upon (1) the resignation of The Depository Trust Company or its successor (or any Substitute Depository or its successor) from its functions as depository, or (2) a determination by the Commission that The Depository Trust Company (or its successor) is no longer able to carry out its functions as depository; provided that any such Substitute Depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or

(iii) to any person as provided below, upon (1) the resignation of The Depository Trust Company or its successor (or any Substitute Depository or its successor) from its functions as depository, or (2) a determination by the Commission to remove The Depository Trust Company or its successor (or Substitute Depository or its successor) from its functions as depository.

(b) In the case of any transfer pursuant to clause (i) or clause (ii) of subsection (a) of this Section, upon receipt of all Outstanding 2023 Bonds by the Trustee, together with a Written Request of the Commission to the Trustee designating the Substitute Depository, a single new 2023 Bond, which the Commission shall prepare or cause to be prepared, shall be executed and delivered for each maturity of each series of the 2023 Bonds then Outstanding, registered in the name of such successor or such Substitute Depository, or their nominees, as the case may be, all as specified in such Written Request of the Commission.

In the case of any transfer pursuant to clause (iii) of subsection (a) of this Section, upon receipt of all Outstanding 2023 Bonds by the Trustee, together with a Written Request of the Commission to the Trustee, new 2023 Bonds, which the Commission shall prepare or cause to be prepared in definitive form, shall be executed and delivered in such denominations and registered in the names of such persons as are requested in such Written Request of the Commission, subject to the limitations of Section 67.01 hereof, provided that the Trustee shall not be required to deliver such new 2023 Bonds within a period less than 60 days after the date of receipt of such Written Request from the Commission.

(c) In the case of a partial redemption or an advance refunding of any 202 3 Bonds evidencing a portion of the principal maturing in a particular year, The Depository Trust Company or its successor (or any Substitute Depository or its successor) shall make an appropriate notation on such 2023 Bonds indicating the date and amounts of such reduction in principal, in form acceptable to the Trustee. The Trustee shall not be liable for such depository’s failure to make such notations or errors in making such notations.

(d) The Commission and the Trustee shall be entitled to treat the person in whose name any 2023 Bond is registered as the Owner thereof for all purposes of the Indenture and any applicable -18-
laws, notwithstanding any notice to the contrary received by the Trustee or the Commission; and the Commission and the Trustee shall not have responsibility for transmitting payments to, communicating with, notifying, or otherwise dealing with any beneficial owners of the 2023 Bonds. Neither the Commission nor the Trustee shall have any responsibility or obligation, legal or otherwise, to any such beneficial owners or to any other party, including The Depository Trust Company or its successor (or Substitute Depository or its successor), except to the Owner of any 2023 Bonds, and the Trustee may rely conclusively on its records as to the identity of the Owners of the 2023 Bonds.

(e) Notwithstanding any other provision of this Fifteenth Supplemental Indenture and so long as all Outstanding 2023 Bonds are registered in the name of Cede & Co. or its registered assigns, the Commission and the Trustee shall cooperate with Cede & Co., as sole registered Bondowner, and its registered assigns, in effecting payment of the principal of and redemption premium, if any, and interest on the 2023 Bonds by arranging for payment in such manner that funds for such payments are properly identified and are made available on the date they are due all in accordance with the Letter of Representations delivered by the Commission to The Depository Trust Company with respect to the 2023 Bonds, the provisions of which the Trustee may rely upon to implement the foregoing procedures notwithstanding any inconsistent provisions herein.

SECTION 67.07. Issuance of 202 3 Bonds. At any time after the execution of this Fifteenth Supplemental Indenture, the Commission may execute and the Trustee may authenticate and upon a Written Request or Certificate of the Commission, deliver the 2023 Series A Bonds in the aggregate principal amount of $_____________, the 2023 Series B Bonds in the aggregate principal amount of $_____________, and the 2023 Series C Bonds in the aggregate principal amount of $_______________, to the respective initial purchasers thereof specified in such Written Request or Certificate.

SECTION 67.08. Application of Proceeds of 2023 Series A Bonds.

On the Closing Date, the original purchaser of the 2023 Series A Bonds will pay and deliver the purchase price of the 2023 Series A Bonds equal to $________________ (comprised of the principal amount of the 2023 Series A Bonds of $________________, plus original issue premium on the 2023 Series A Bonds of $________________, less an underwriter’s discount of $________________) to the Trustee, who shall deposit and transfer this amount as follows:

(1) The Trustee shall deposit $_______________ in the 2023 Series A Costs of Issuance Fund established under Section 67.11.

(2) The Trustee shall deposit $_________________ in the 2023 Series A Capital Project Account established under Section 67.17.

(3) The Trustee shall deposit $_________________ in the 2023 Series A Reimbursement Account established under Section 67.17.

(4) The Trustee shall deposit $_________________ in the 2023 Series A Capitalized Interest Account within the Interest Fund established under Section 67.19.

SECTION 67.09. Application of Proceeds of 2023 Series B Bonds.

On the Closing Date, the original purchaser of the 2023 Series B Bonds will pay and deliver the purchase price of the 202 3 Series B Bonds equal to $ ________________ (comprised of the principal amount of the 2023 Series B Bonds of $________________, plus original issue premium on the 2023 Series B Bonds of $________________, less an underwriter’s discount of $________________) to the Trustee, who shall deposit and transfer this amount as follows:

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(1) The Trustee shall deposit $_______________ in the 2023 Series B Costs of Issuance Fund established under Section 67.12.

(2) The Trustee shall deposit $_________________ in the 2023 Series B Capital Project Account established under Section 67.18.

(3) The Trustee shall deposit $_________________ in the 2023 Series B Reimbursement Account established under Section 67.18.

(4) The Trustee, as escrow agent for the Refunded 2013 Bonds, shall deposit $_____________ in the Escrow Fund established under the 2013 Escrow Agreement, and such funds shall be applied as set forth therein.

(5) The Trustee shall deposit $_________________ in the 2023 Series B Capitalized Interest Account within the Interest Fund established under Section 67.20.

SECTION 67.10. Application of Proceeds of 2023 Series C Bonds.

On the Closing Date, the original purchaser of the 2023 Series C Bonds will pay and deliver the purchase price of the 2023 Series C Bonds equal to $________________ (comprised of the principal amount of the 2023 Series C Bonds of $________________, plus original issue premium on the 2023 Series C Bonds of $________________, less an underwriter’s discount of $________________) to the Trustee, who shall deposit and transfer this amount as follows:

(1) The Trustee shall deposit $_______________ in the 2023 Series C Costs of Issuance Fund established under Section 67.13.

(2) The Trustee, as escrow agent for the Refunded 2018C Bonds, shall deposit $_____________ in the Escrow Fund established under the 2018C Escrow Agreement, and such funds shall be applied as set forth therein.

SECTION 67.11. Establishment and Application of the 2023 Series A Costs of Issuance Fund.

(a) The Trustee shall establish and maintain a fund separate from any other fund established and maintained hereunder to be known as the “2023 Series A Costs of Issuance Fund.” The money in the 2023 Series A Costs of Issuance Fund shall be used and disbursed in the manner provided herein for the purpose of paying costs of issuance incidental to or connected with the issuance of the 2023 Series A Bonds (or for making reimbursements to the Commission or any other person, firm or corporation for such costs theretofore paid by such person or it). Any balance of money remaining in the 2023 Series A Costs of Issuance Fund after the payment of all costs incidental to or connected with the issuance of the 2023 Series A Bonds (as certified to the Trustee by the Commission) or on July 1, 2023, whichever is earlier, shall be transferred by the Trustee to the [Interest Fund][2023 Series A Capital Project Account], and the 2023 Series A Costs of Issuance Fund shall be closed.

(b) Before any payment is made by the Trustee to pay costs of issuance from the 2023 Series A Costs of Issuance Fund, the Commission shall cause to be filed with the Trustee a Written Requisition of the Commission that states the followin g (which shall be sufficient evidence to the Trustee of the facts stated):

(1) the item number of the payment;

(2) the name and address of the person to whom payment is due; -20-

(3) the amount to be paid; and

(4) the purpose for which the obligation to be paid was incurred.

(5) Each such Written Requisition shall state, and shall be sufficient evidence to the Trustee:

(A) that obligations in the stated amounts have been incurred by the Commission and that each item thereof is a proper charge; and

(B) that there has not been filed with or served upon the Commission notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to any of the persons named in such Written Requisition, which has not been released or will not be released simultaneously with the payment of such obligation.

Upon receipt of each such Written Requisition, the Trustee will pay the amounts set forth in such Written Requisition as directed by the terms hereof. The Trustee need not make any such payment if it has received notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys to be so paid, which has not been released or will not be released simultaneously with such payment.

SECTION 67.12. Establishment and Application of the 2023 Series B Costs of Issuance Fund.

(a) The Trustee shall establish and maintain a fund separate from any other fund established and maintained hereunder to be known as the “2023 Series B Costs of Issuance Fund.” The money in the 2023 Series B Costs of Issuance Fund shall be used and disbursed in the manner provided herein for the purpose of paying costs of issuance incidental to or connected with the issuance of the 2023 Series B Bonds (or for making reimbursements to the Commission or any other person, firm or corporation for such costs theretofore paid by such person or it). Any balance of money remaining in the 2023 Series B Costs of Issuance Fund after the payment of all costs incidental to or connected with the issuance of the 2023 Series B Bonds (as certified to the Trustee by the Commission) or on July 1, 2023, whichever is earlier, shall be transferred by the Trustee to the [Interest Fund][2023 Seri es B Capital Project Account], and the 2023 Series B Costs of Issuance Fund shall be closed.

(b) Before any payment is made by the Trustee to pay costs of issuance from the 2023 Series B Costs of Issuance Fund, the Commission shall cause to be filed with the Trustee a Written Requisition of the Commission that states the following (which shall be sufficient evidence to the Trustee of the facts stated):

(1) the item number of the payment;

(2) the name and address of the person to whom payment is due;

(3) the amount to be paid; and

(4) the purpose for which the obligation to be paid was incurred.

(5) Each such Written Requisition shall state, and shall be sufficient evidence to the Trustee:

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(A) that obligations in the stated amounts have been incurred by the Commission and that each item thereof is a proper charge; and

(B) that there has not been filed with or served upon the Commission notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to any of the persons named in such Written Requisition, which has not been released or will not be released simultaneously with the payment of such obligation.

Upon receipt of each such Written Requisition, the Trustee will pay the amounts set forth in such Written Requisition as directed by the terms hereof. The Trustee need not make any such payment if it has received notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys to be so paid, which has not been released or will not be released simultaneously with such payment.

SECTION 67.13. Establishment and Application of the 2023 Series C Costs of Issuance Fund.

(a) The Trustee shall establish and maintain a fun d separate from any other fund established and maintained hereunder to be known as the “2023 Series C Costs of Issuance Fund.” The money in the 2023 Series C Costs of Issuance Fund shall be used and disbursed in the manner provided herein for the purpose of paying costs of issuance incidental to or connected with the issuance of the 2023 Series C Bonds (or for making reimbursements to the Commission or any other person, firm or corporation for such costs theretofore paid by such person or it). Any balance of money remaining in the 2023 Series C Costs of Issuance Fund after the payment of all costs incidental to or connected with the issuance of the 2023 Series C Bonds (as certified to the Trustee by the Commission) or on July 1, 2023, whichever is earlier, shall be transferred by the Trustee to the Interest Fund, and the 2023 Series C Costs of Issuance Fund shall be closed.

(b) Before any payment is made by the Trustee to pay costs of issuance from the 2023 Series C Costs of Issuance Fund, the Commission shall cause to be filed with the Trustee a Written Requisition of the Commission that states the following (which shall be sufficient evidence to the Trustee of the facts stated):

(1) the item number of the payment;

(2) the name and address of the person to whom payment is due;

(3) the amount to be paid; and

(4) the purpose for which the obligation to be paid was incurred.

(5) Each such Written Requisition shall state, and shall be sufficient evidence to the Trustee:

(A) that obligations in the stated amounts have been incurred by the Commission and that each item thereof is a proper charge; and

(B) that there has not been filed with or served upon the Commission notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to any of the persons named in such Written Requisition, which has not been released or will not be released simultaneously with the payment of such obligation.

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Upon receipt of each such Written Requisition, the Trustee will pay the amounts set forth in such Written Requisition as directed by the terms hereof. The Trustee need not make any such payment if it has received notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys to be so paid, which has not been released or will not be released simultaneously with such payment.

SECTION 67.14. Establishment and Application of the 2023 Series A Rebate Fund.

(a) The Trustee shall establish and maintain a fund separate from any other fund established and maintained hereunder to be known as the “202 3 Series A Rebate Fund.” Within the 2023 Series A Rebate Fund, the Trustee shall maintain such accounts as it is instructed by the Commission as necessary in order to comply with the terms and requirements of the Tax Certificate with respect to the 2023 Series A Bonds, dated the date of issuance of the 2023 Series A Bonds (for purposes of this Section, the “2023 Series A Tax Certificate”).

Subject to the transfer provisions provided in paragraph (e) below, all money at any time deposited in the 2023 Series A Rebate Fund shall be held by the Trustee for the account of the Commission in trust, to the extent required to satisfy the requirements for rebate, as set forth in the 2023 Series A Tax Certificate (for purposes of this Section, the “2023 Series A Rebate Requirement”), for payment to the federal government of the United States of America, and no other person shall have any rights in or claim to such money. All amounts deposited into or on deposit in the 2023 Series A Rebate Fund shall be governed by this Section, by Section 67.27 hereof and by the 2023 Series A Tax Certificate (which is incorporated herein by reference). The Trustee shall be deemed conclusively to have complied with such provisions and fulfilled its obligation with respect to rebate as long as it follows the written directions of the Commission, including supplying all necessary information in the manner provided in the 2023 Series A Tax Certificate. The Trustee shall not be required to take any actions under this Section, Section 67.27 hereof or the 2023 Series A Tax Certificate in the absence of written directions by the Commission, and shall have no liability or responsibility to enforce compliance by the Commission with the terms of the 2023 Series A Tax Certificate nor make computations in connection therewith.

(b) Upon the Commission’s written direction, an amount shall be deposited to the 2023 Series A Rebate Fund by the Trustee from deposits by the Commission so that the balance of the amount on deposit thereto equals the 2023 Series A Rebate Requirement. Computations of the 2023 Series A Rebate Requirement shall be furnished by or on behalf of the Commission in accordance with the 2023 Series A Tax Certificate.

(c) The Trustee shall have no obligation to rebate any amounts required to be rebated pursuant to this Section, other than from moneys held in the funds and accounts created under the Indenture or from other moneys provided to it by or on behalf of the Commission.

(d) The Trustee shall invest all amounts held in the 2023 Series A Rebate Fund in Permitted Investments as instructed in writing by the Commission, subject to the restrictions set forth in the 2023 Series A Tax Certificate. Moneys shall not be transferred from the 2023 Series A Rebate Fund except as provided in paragraph (e) below.

(e) Upon receipt of the Commission’s written directions, the Trustee shall remit part or all of the balances in the 2023 Series A Rebate Fund to the United States, as so directed. In addition, if the Commission so directs, the Trustee will deposit moneys into or transfer moneys out of the 2023 Series A Rebate Fund from or into such accounts or funds as directed by the Commission’s written directions. Any funds remaining in the 2023 Series A Rebate Fund after redemption and payment of all of the 2023 Series A Bonds and payment and satisfaction of any 2023 Series A Rebate Requirement shall be withdrawn and remitted to the Commission upon the Commission’s written request.

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(f) Notwithstanding any other provision of the Indenture, the obligation to remit the 2023 Series A Rebate Requirement to the United States and to comply with all other requirements of this Section, Section 67.27 hereof and the 2023 Series A Tax Certificate shall survive the defeasance or payment in full of the 2023 Series A Bonds.

SECTION 67.15. Establishment and Application of the 2023 Series B Rebate Fund.

(a) The Trustee shall establish and maintain a fund separate from any other fund established and maintained hereunder to be known as the “ 2023 Series B Rebate Fund.” Within the 2023 Series B Rebate Fund, the Trustee shall maintain such accounts as it is instructed by the Commission as necessary in order to comply with the terms and requirements of the Tax Certificate with respect to the 2023 Series B Bonds, dated the date of issuance of the 2023 Series B Bonds (for purposes of this Article, the “2023 Series B Tax Certificate”).

Subject to the transfer provisions provided in paragraph (e) below, all money at any time deposited in the 2023 Series B Rebate Fund shall be held by the Trustee for the account of the Commission in trust, to the extent required to satisfy the requirements for rebate, as set forth in the 2023 Series B Tax Certificate (for purposes of this Section, the “2023 Series B Rebate Requirement”), for payment to the federal government of the United States of America, and no other person shall have any rights in or claim to such money. All amounts deposited into or on deposit in the 2023 Series B Rebate Fund shall be governed by this Section, by Section 67.27 hereof and by the 2023 Series B Tax Certificate (which is incorporated herein by reference). The Trustee shall be deemed conclusively to have complied with such provisions and fulfilled its obligation with respect to rebate as long as it follows the written directions of the Commission, including supplying all necessary information in the manner provided in the 2023 Series B Tax Certificate. The Trustee shall not be required to take any actions under this Section, Section 67.27 hereof or the 2023 Series B Tax Certificate in the absence of written directions by the Commission, and shall have no liability or responsibility to enforce compliance by the Commission with the terms of the 2023 Series B Tax Certificate nor make computations in connection therewith.

(b) Upon the Commission’s written direction, an amount shall be deposited to the 2023 Series B Rebate Fund by the Trustee from deposits by the Commission so that the balance of the amount on deposit thereto equals the 2023 Series B Rebate Requirement. Computations of the 2023 Series B Rebate Requirement shall be furnished by or on behalf of the Commission in accordance with the 2023 Series B Tax Certificate.

(c) The Trustee shall have no obligation to rebate any amounts required to be rebated pursuant to this Section, other than from moneys held in the funds and accounts created under the Indenture or from other moneys provided to it by or on behalf of the Commission.

(d) The Trustee shall invest all amounts held in the 2023 Series B Rebate Fund in Permitted Investments as instructed in writing by the Commission, subject to the restrictions set forth in the 2023 Series B Tax Certificate. Moneys shall not be transferred from the 2023 Series B Rebate Fund except as provided in paragraph (e) below.

(e) Upon receipt of the Commission’s written directions, the Trustee shall remit part or all of the balances in the 2023 Series B Rebate Fund to the United States, as so directed. In addition, if the Commission so directs, the Trustee will deposit moneys into or transfer moneys out of the 2023 Series B Rebate Fund from or into such accounts or funds as directed by the Commission’s written directions.

Any funds remaining in the 2023 Series B Rebate Fund after redemption and payment of all of the 2023 Series B Bonds and payment and satisfaction of any 2023 Series B Rebate Requirement shall be withdrawn and remitted to the Commission upon the Commission’s written request.

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(f) Notwithstanding any other provision of the Indenture, the obligation to remit the 2023 Series B Rebate Requirement to the United States and to comply with all other requirements of this Section, Section 67.27 hereof and the 2023 Series B Tax Certificate shall survive the defeasance or payment in full of the 2023 Series B Bonds.

SECTION 67.16. Establishment and Application of the 2023 Series C Rebate Fund.

(a) The Trustee shall establish and maintain a fun d separate from any other fund established and maintained hereunder to be known as the “2023 Series C Rebate Fund.” Within the 2023 Series C Rebate Fund, the Trustee shall maintain such accounts as it is instructed by the Commission as necessary in order to comply with the terms and requirements of the Tax Certificate with respect to the 2023 Series C Bonds, dated the date of issuance of the 2023 Series C Bonds (for purposes of this Article, the “2023 Series C Tax Certificate”).

Subject to the transfer provisions provided in paragraph (e) below, all money at any time deposited in the 2023 Series C Rebate Fund shall be held by the Trustee for the account of the Commission in trust, to the extent required to satisfy the requirements for rebate, as set forth in the 2023 Series C Tax Certificate (for purposes of this Section, the “2023 Series C Rebate Requirement”), for payment to the federal government of the United States of America, and no other person shall have any rights in or claim to such money. All amounts deposited into or on deposit in the 2023 Series C Rebate Fund shall be governed by this Section, by Section 67.27 hereof and by the 2023 Series C Tax Certificate (which is incorporated herein by reference). The Trustee shall be deemed conclusively to have complied with such provisions and fulfilled its obligation with respect to rebate as long as it follows the written directions of the Commission, including supplying all necessary information in the manner provided in the 2023 Series C Tax Certificate. The Trustee shall not be required to take any actions under this Section, Section 67.27 hereof or the 2023 Series C Tax Certificate in the absence of written directions by the Commission, and shall have no liability or responsibility to enforce compliance by the Commission with the terms of the 2023 Series C Tax Certificate nor make computations in connection therewith.

(b) Upon the Commission’s written direction, an amount shall be deposited to the 2023 Series C Rebate Fund by the Trustee from deposits by the Commission so that the balance of the amount on deposit thereto equals the 2023 Series C Rebate Requirement. Computations of the 2023 Series C Rebate Requirement shall be furnished by or on behalf of the Commission in accordance with the 2023 Series C Tax Certificate.

(c) The Trustee shall have no obligation to rebate any amounts required to be rebated pursuant to this Section, other than from moneys held in the funds and accounts created under the Indenture or from other moneys provided to it by or on behalf of the Commission.

(d) The Trustee shall invest all amounts held in the 2023 Series C Rebate Fund in Permitted Investments as instructed in writing by the Commission, subject to the restrictions set forth in the 2023 Series C Tax Certificate. Moneys shall not be transferred from the 2023 Series C Rebate Fund except as provided in paragraph (e) below.

(e) Upon receipt of the Commission’s written directions, the Trustee shall remit part or all of the balances in the 2023 Series C Rebate Fund to the United States, as so directed. In addition, if the Commission so directs, the Trustee will deposit moneys into or transfer moneys out of the 2023 Series C Rebate Fund from or into such accounts or funds as directed by the Commission’s written directions.

Any funds remaining in the 2023 Series C Rebate Fund after redemption and payment of all of the 2023 Series C Bonds and payment and satisfaction of any 2023 Series C Rebate Requirement shall be withdrawn and remitted to the Commission upon the Commission’s written request. -25-

(f) Notwithstanding any other provision of the Indenture, the obligation to remit the 2023 Series C Rebate Requirement to the United States and to comply with all other requirements of this Section, Section 67.27 hereof and the 2023 Series C Tax Certificate shall survive the defeasance or payment in full of the 2023 Series C Bonds.

SECTION 67.17. Establishment and Application of the 2023 Series A Capital Project Account and the 2023 Series A Reimbursement Account.

(a) 2023 Series A Capital Project Account. The Commission hereby covenants and agrees to establish, maintain and hold hereunder within the Capital Project Fund, established under Section

3.04 of the Indenture, a separate account known as the “2023 Series A Capital Project Account.” The Treasurer shall hold the amounts on deposit in the 2023 Series A Capital Project Account, which shall be maintained and accounted for by the Controller so long as any moneys are on deposit therein. Upon completion of the 2023 Series A Project, the Commission may direct the transfer of any remaining balance in the 2023 Series A Capital Project Account to any other lawfully available fund or account of the Commission; provided such transfer is consistent with the Commission’s covenants in the Tax Certificate.

The moneys in the 2023 Series A Capital Project Account shall be held by the Treasurer in trust and applied to the costs of the 2023 Series A Project and the expenses incident thereto or connected therewith, including, if necessary, interest to the extent permitted by law, reimbursement to the Commission for expenses incurred prior to the issuance of the 2023 Series A Bonds or in connection with the Enterprise, architectural, engineering and inspection fees and expenses, apparatus, equipment and furnishings for the Enterprise, testing and inspection, surveys, insurance premiums, losses during construction not insured against because of deductible amounts, the fees and expenses of the Trustee, legal, accounting and consultant fees and expenses, and similar expenses. The Treasurer shall pay out moneys from the 2023 Series A Capital Project Account only upon warrants drawn by the Controller in the manner provided by law. No withdrawals shall be made from the 2023 Series A Capital Project Account for any purpose not authorized by law.

All moneys held by the Treasurer in the 2023 Series A Capital Project Account may be invested in Legal Investments maturing not later than the date on which such moneys are required for payment by the Treasurer.

(b) 2023 Series A Reimbursement Account. The Commission hereby covenants and agrees to establis h, maintain and hold hereunder within the Capital Project Fund, established under Section 3.04 of the Indenture, a separate account known as the “2023 Series A Reimbursement Account,” which shall be maintained and accounted for by the Trustee so long as any moneys are on deposit therein. The moneys in the 2023 Series A Reimbursement Account shall be held by the Trustee in trust and transferred by the Trustee to U.S. Bank Trust Company, National Association, as issuing and paying agent or revolving line of credit provider under the Interim Funding Program on ______________, 2023, in connection with the reimbursement of certain capital costs previously paid with the proceeds of the Interim Funding Program.

Any balance remaining in the 2023 Series A Reimbursement Account following such application of moneys shall be transferred to the Treasurer for deposit in the [Interest Fund][2023 Series A Capital Project Account]. All moneys held by the Trustee in the 2023 Series A Reimbursement Account shall be invested in Permitted Investments specified by the Commission or, if the Commission does not so specify, then in Permitted Investments of the type described in clause (f) of the definition thereof that are rated AAAm-G by S&P and Aaa by Moody’s.

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SECTION 67.18. Establishment and Application of the 2023 Series B Capital Project Account and the 2023 Series B Reimbursement Account.

(a) 2023 Series B Capital Project Account. The Commission hereby covenants and agrees to establish, maintain and hold hereunder within the Capital Project Fund, established under Section

3.04 of the Indenture, a separate account known as the “2023 Series B Capital Project Account.” The Treasurer shall hold the amounts on deposit in the 2023 Series B Capital Project Account, which shall be maintained and accounted for by the Controller so long as any moneys are on deposit therein. Upon completion of the 2023 Series B Project, the Commission may direct the transfer of any remaining balance in the 2023 Series B Capital Project Account to any other lawfully available fund or account of the Commission; provided such transfer is consistent with the Commission’s covenants in the Tax Certificate.

The moneys in the 2023 Series B Capital Project Account shall be held by the Treasurer in trust and applied to the costs of the 2023 Series B Project and the expenses incident thereto or connected therewith, including, if necessary, interest to the extent permitted by law, reimbursement to the Commission for expenses incurred prior to the issuance of the 2023 Series B Bonds or in connection with the Enterprise, architectural, engineering and inspection fees and expenses, apparatus, equipment and furnishings for the Enterprise, testing and inspection, surveys, insurance premiums, losses during construction not insured against because of deductible amounts, the fees and expenses of the Trustee, legal accounting and consultant fees and expenses, and similar expenses. The Treasurer shall pay out moneys from the 2023 Series B Capital Project Account only upon warrants drawn by the Controller in the manner provided by law. No withdrawals shall be made from the 2023 Series B Capital Project Account for any purpose not authorized by law.

All moneys held by the Treasurer in the 2023 Series B Capital Project Account may be invested in Legal Investments maturing not later than the date on which such moneys are required for payment by the Treasurer.

(b) 2023 Series B Reimbursement Account. The Commission hereby covenants and agrees to establish, maintain and hold hereunder within the Capital Project Fund, established under Section 3.04 of the Indenture, a separate account known as the “2023 Series B Reimbursement Account” (herein called the “2023 Series B Reimbursement Account”), which shall be maintained and accounted for by the Trustee so long as any moneys are on deposit therein. The moneys in the 2023 Series B Reimbursement Account shall be held by the Trustee in trust and transferred by the Trustee to U.S. Bank Trust Company, National Association, as issuing and paying agent or revolving line of credit provider under the Interim Funding Program on _______________, 202 3, in connection with the reimbursement of certain capital costs previously paid with the proceeds of the Interim Funding Program.

Any balance remaining in the 2023 Series B Reimbursement Account following such application of moneys shall be transferred to the Treasurer for deposit in the [Interest Fund][2023 Series B Capital Project Account]. All moneys held by the Trustee in the 2023 Series B Reimbursement Account shall be invested in Permitted Investments specified by the Commission or, if the Commission does not so specify, then in Permitted Investments of the type described in clause (f) of the definition thereof that are rated AAAm-G by S&P and Aaa by Moody’s.

SECTION 67.19. Establishment and Application of the 2023 Series A Capitalized Interest Account.

(a) The Trustee shall establish and maintain within the Interest Fund an account separate from any other fund or account established and maintained hereunder to be known as the “2023 Series A Capitalized Interest Account.” Amounts on deposit in the 2023 Series A Capitalized Interest -27-
Account shall be applied to the payment of interest on the 2023 Series A Bonds on each April l and October 1, commencing on October 1, 2023, in such amounts as specified in a written certificate of the Commission delivered to the Trustee not less than five Business Days prior to each April 1 and October 1, prior to amounts in the Interest Fund being so used.

(b) Amounts remaining on deposit in the 2023 Series A Capitalized Interest Account at such time as the Commission has informed the Trustee in a written certificate of the Commission that the 2023 Series A Capitalized Interest Account shall be closed shall be transferred by the Trustee to the Commission for deposit in the 2023 Series A Capital Project Account. All moneys held by the Trustee in the 2023 Series A Capitalized Interest Account may be invested in Legal Investments maturing not later than the date on which such moneys are required for payment by the Trustee.

SECTION 67.20. Establishment and Application of the 2023 Series B Capitalized Interest Account.

(a) The Trustee shall establish and maintain within the Interest Fund an account separate from any other fund or account established and maintained hereunder to be known as the “2023 Series B Capitalized Interest Account.” Amounts on deposit in the 2023 Series B Capitalized Interest Account shall be applied to the payment of interest on a portion of the 2023 Series B Bonds on each April l and October 1, commencing on October 1, 2023, in such amounts as specified in a written certificate of the Commission delivered to the Trustee not less than five Business Days prior to each April 1 and October 1, prior to amounts in the Interest Fund being so used.

(b) Amounts remaining on deposit in the 2023 Series B Capitalized Interest Account at such time as the Commission has informed the Trustee in a written certificate of the Commission that the 2023 Series B Capitalized Interest Account shall be closed shall be transferred by the Trustee to the Commission for deposit in the 2023 Series B Capital Project Account. All moneys held by the Trustee in the 2023 Series B Capitalized Interest Account may be invested in Legal Investments maturing not later than the date on which such moneys are required for payment by the Trustee.

SECTION 67.21. Terms of Redemption – 2023 Series A Bonds.

(a) Optional Redemption. The 2023 Series A Bonds shall be subject to redemption prior to their stated maturity, at the option of the Commission, from and to the extent of any source of available funds, as a whole or in part, on any date on or after October 1, 20__, at a redemption price equal to 100% of the principal amount of the 2023 Series A Bonds to be redeemed, plus accrued interest thereon to the date fixed for redemption, without premium. If 2023 Series A Bonds are to be optionally redeemed in part, the Commission shall direct the maturities, or portions thereof, to be redeemed, and, if less than all of the 2023 Series A Bonds of a particular maturity are to be redeemed, the 2023 Series A Bonds shall be redeemed by lot within any such maturity.

(b) Mandatory Sinking Fund Redemption. The 2023 Series A Bonds maturing on October 1, 20__, and payable from the 2023 Series A Sinking Fund Account, are further subject to redemption prior to their stated maturity, from the 2023 Series A Sinking Fund Account, on any October 1 on or after October 1, 20__, by lot within any such maturity if less than all of the 2023 Series A Bonds of such maturity and tenor be redeemed, upon payment of the principal amount thereof and accrued interest thereon to the date fixed for redemption, without premium, in accordance with the schedule shown in Section 67.22 herein.

(c) Notice to Trustee . The Commission shall give the Trustee written notice at least 45 days before any date fixed for the redemption of 2023 Series A Bonds to be redeemed pursuant to subsection (a) of the fact and date of redemption and of the principal amount of 2023 Series A Bonds and the maturities or portions thereof to be redeemed.
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(d) Rescission of Notice of Redemption. The Commission, may, at its option, on or prior to the date fixed for redemption in any notice of redemption of 2023 Series A Bonds, rescind and cancel such notice of redemption by Written Request to the Trustee and the Trustee shall mail notice of such cancellation to the recipients of the notice of redemption being cancelled.

(e) Application of Terms of Indenture. The provisions of the Indenture relating to redemption of Bonds set forth in Sections 4.02, 4.03, 4.04 and 4.05 shall apply to the redemption of the 2023 Series A Bonds.

SECTION 67.22. 2023 Series A Bonds Sinking Fund Account.

(a) The Trustee shall establish and hold within the Principal Fund established under Section 5.02(a) of the Indenture, a 2023 Series A Sinking Fund Account, which the Commission hereby covenants and agrees to cause to be maintained, for payment of the Bond Obligation of the 2023 Series A Term Bonds.

(b) The Trustee, on or before September 30 of each year ( commencing on or before September 30, 20___ ), shall deposit in the 2023 Series A Sinking Fund Account from the Principal Fund moneys in an amount sufficient to call and redeem or to pay at maturity, as the case may be, the principal of 2023 Series A Term Bonds in the following respective principal amounts on the next succeeding October 1 in each of the following years ( each such deposit of moneys being referred to as a "2023 Series A Minimum Sinking Fund Account Payment").

2023 Series A Term Bonds maturing on October 1, 20__

Year
(October 1)
Principal
Amount

*
*Maturity

(c) During the 12-month period immediately preceding each redemption from the 2023 Series A Sinking Fund Account, the Commission may satisfy, in whole or in part, the 20 23 Series A Minimum Sinking Fund Account Payment and the redemption therefrom by depositing with the Trustee 2023 Series A Term Bonds for cancellation prior to the Trustee's selection of the 2023 Series A Term Bonds for redemption.

(d) All moneys in the 2023 Series A Sinking Fund Account, at the Written Request of the Commission, shall be used and withdrawn by the Trustee at any time for the purchase of 2023 Series A Term Bonds (except that no 2023 Series A Term Bonds maturing in any year shall be purchased so long as any 2023 Series A Term Bonds maturing in any earlier year and being of like tenor are Outstanding) at public or private sale, as and when and at such prices (including brokerage and other charges, but excluding accrued interest, which is payable from the Interest Fund) as the Commission shall direct by Written Request, but not to exceed the principal thereof, and all 2023 Series A Term Bonds so purchased by the Trustee or deposited by the Commission, shall be cancelled and delivered to the Commission; provided, however, that:

(1) all moneys in the 2023 Series A Sinking Fund Account on each September 15, beginning on September 15, 20__, and ending on September 15, 20__, together with any -29-
additional sums the Trustee expects to receive for deposit in the 2023 Series A Sinking Fund Account after such date and on or before the next succeeding October 1, shall be used and withdrawn by the Trustee solely for the purpose of redeeming the 2023 Series A Term Bonds that are subject to redemption under this Section; and

(2) the Trustee shall during each 12-month period beginning with the 12-month period ending on October 1, 20 __, purchase or call and redeem (as herein provided) an aggregate amount of 2023 Series A Term Bonds equal to at least the amount of Bond Obligation of the 2023 Series A Term Bonds identified above in this Section for such 12-month period reduced by the principal amount of 2023 Series A Term Bonds deposited by the Commission with the Trustee, except that if 2023 Series A Term Bonds of any Term Bond maturity have previously been redeemed or purchased by the Trustee or deposited by the Commission in excess of the amount of Bond Obligation of the 2023 Series A Term Bonds identified above in this Section, there shall be deemed to have been a reduction of the remaining amounts stated above in this Section on a Proportionate Basis, and further except that moneys in the 2023 Series A Sinking Fund Account shall be used, to the extent necessary, to purchase or retire the Outstanding 2023 Series A Term Bonds at the maturity thereof.

(e) The Commission hereby covenants and agrees with the Owners of the 2023 Series A Term Bonds to call and redeem 2023 Series A Term Bonds from the 2023 Series A Sinking Fund Account pursuant to this Section on October 1 in each of the years, and in the amounts, stated above.

SECTION 67.23. Terms of Redemption - 2023 Series B Bonds.

(a) Optional Redemption. The 2023 Series B Bonds shall be subject to redemption prior to their stated maturity, at the option of the Commission, from and to the extent of any source of available funds, as a whole or in part, on any date on or after October 1, 20__, at a redemption price equal to 100% of the principal amount of the 2023 Series B Bonds to be redeemed, plus accrued interest thereon to the date fixed for redemption, without premium. If 2023 Series B Bonds are to be optionally redeemed in part, the Commission shall direct the maturities, or portions thereof, to be redeemed, and, if less than all of the 2023 Series B Bonds of a particular maturity are to be redeemed, the 2023 Series B Bonds shall be redeemed by lot within any such maturity.

(b) Mandatory Sinking Fund Redemption. The 2023 Series B Bonds maturing on October 1, 20__, and payable from the 2023 Series B Sinking Fund Account, are further subject to redemption prior to their stated maturity, from the 2023 Series B Sinking Fund Account, on any October 1 on or after October 1, 20__, by lot within any such maturity if less than all of the 2023 Series B Bonds of such maturity and tenor be redeemed, upon payment of the principal amount thereof and accrued interest thereon to the date fixed for redemption, without premium, in accordance with the schedule shown in Section 67.24 herein.

(c) Notice to Trustee. The Commission shall give the Trustee written notice at least 45 days before any date fixed for the redemption of 2023 Series B Bonds to be redeemed pursuant to subsection (a) of the fact and date of redemption and of the principal amount of 2023 Series B Bonds and the maturities or portions thereof to be redeemed.

(d) Rescission of Notice of Redemption. The Commission, may, at its option, on or prior to the date fixed for redemption in any notice of redemption of 2023 Series B Bonds, rescind and cancel such notice of redemption by Written Request to the Trustee and the Trustee shall mail notice of such cancellation to the recipients of the notice of redemption being cancelled.

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(e) Application of Terms of Indenture. The provisions of the Indenture relating to redemption of Bonds set forth in Sections 4.02, 4.03, 4.04 and 4.05 shall apply to the redemption of the 2023 Series B Bonds.

SECTION 67.24. 2023 Series B Bonds Sinking Fund Account.

(a) The Trustee shall establish and hold within the Principal Fund established under Section 5.02(a) of the Indenture, a 2023 Series B Sinking Fund Account, which the Commission hereby covenants and agrees to cause to be maintained, for payment of the Bond Obligation of the 2023 Series B Term Bonds.

(b) The Trustee, on or before September 30 of each year ( commencing on or before September 30, 20___), shall deposit in the 2023 Series B Sinking Fund Account from the Principal Fund moneys in an amount sufficient to call and redeem or to pay at maturity, as the case may be, the principal of 2023 Series B Term Bonds in the following respective principal amounts on the next succeeding October 1 in each of the following years ( each such deposit of moneys being referred to as a "2023 Series B Minimum Sinking Fund Account Payment").

2023 Series B Term Bonds maturing on October 1, 20__

Year
(October 1)
Principal
Amount

*
*Maturity

(c) During the 12-month period immediately preceding each redemption from the 2023 Series B Sinking Fund Account, the Commission may satisfy, in whole or in part, the 2023 Series B Minimum Sinking Fund Account Payment and the redemption therefrom by depositing with the Trustee 2023 Series B Term Bonds for cancellation prior to the Trustee's selection of the 2023 Series B Term Bonds for redemption.

(d) All moneys in the 2023 Series B Sinking Fund Account, at the Written Request of the Commission, shall be used and withdrawn by the Trustee at any time for the purchase of 2023 Series B Term Bonds (except that no 2023 Series B Term Bonds maturing in any year shall be purchased so long as any 2023 Series B Term Bonds maturing in any earlier year and being of like tenor are Outstanding) at public or private sale, as and when and at such prices (including brokerage and other charges, but excluding accrued interest, which is payable from the Interest Fund) as the Commission shall direct by Written Request, but not to exceed the principal thereof, and all 2023 Series B Term Bonds so purchased by the Trustee or deposited by the Commission, shall be cancelled and delivered to the Commission; provided, however, that:

(1) all moneys in the 2023 Series B Sinking Fund Account on each September 15, beginning on September 15, 20__, and ending on September 15, 20__, together with any additional sums the Trustee expects to receive for deposit in the 2023 Series B Sinking Fund Account after such date and on or before the next succeeding October 1, shall be used and withdrawn by the Trustee solely for the purpose of redeeming the 2023 Series B Term Bonds that are subject to redemption under this Section; and

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(2) the Trustee shall during each 12-month period beginning with the 12-month period ending on October 1, 20 __, purchase or call and redeem (as herein provided) an aggregate amount of 2023 Series B Term Bonds equal to at least the amount of Bond Obligation of the 2023 Series B Term Bonds identified above in this Section for such 12-month period reduced by the principal amount of 2023 Series B Term Bonds deposited by the Commission with the Trustee, except that if 2023 Series B Term Bonds of any Term Bond maturity have previously been redeemed or purchased by the Trustee or deposited by the Commission in excess of the amount of Bond Obligation of the 2023 Series B Term Bonds identified above in this Section, there shall be deemed to have been a reduction of the remaining amounts stated above in this Section on a Proportionate Basis, and further except that moneys in the 2023 Series B Sinking Fund Account shall be used, to the extent necessary, to purchase or retire the Outstanding 2023 Series B Term Bonds at the maturity thereof.

(e) The Commission hereby covenants and agrees with the Owners of the 2023 Series B Term Bonds to call and redeem 2023 Series B Term Bonds from the 2023 Series B Sinking Fund Account pursuant to this Section on October 1 in each of the years, and in the amounts, stated above.

SECTION 67.25. Terms of Redemption - 2023 Series C Bonds.

(a) Optional Redemption. The 2023 Series C Bonds shall be subject to redemption prior to their stated maturity, at the option of the Commission, during the initial Term Rate Period established by the Commission pursuant to Section 67.0l(g), in whole or in part on any date on or after the Interest Payment Date immediately preceding the Interest Payment Date on which such Term Rate Period terminates at a redemption price equal to the principal amount of the 2023 Series C Bonds, or portions thereof, to be redeemed plus accrued but unpaid interest to the date fixed for redemption; provided that the Commission may establish different optional redemption provisions in the applicable Pricing Notice if it receives and delivers to the Trustee concurrently with its delivery of the applicable Pricing Notice an opinion of nationally recognized bond counsel to the effect that the establishment of such different optional redemption provisions will not adversely affect the exclusion from gross income for federal income tax purposes of interest on 2023 Series C Bonds which are then unpaid and for which there has been delivered an opinion of nationally recognized bond counsel to the effect that interest on such 2023 Series C Bonds is excluded from gross income for federal income tax purposes.

(b) Mandatory Sinking Fund Redemption. The 2023 Series C Bonds maturing on October 1, 20__, and payable from the 2023 Series C Sinking Fund Account, are further subject to redemption prior to their stated maturity, from the 2023 Series C Sinking Fund Account, on any October 1 on or after October 1, 20__, by lot within any such maturity if less than all of the 2023 Series C Bonds of such maturity and tenor be redeemed, upon payment of the principal amount thereof and accrued interest thereon to the date fixed for redemption, without premium, in accordance with the schedule shown in Section 67.26 herein.

(c) Notice to Trustee. The Commission shall give the Trustee written notice at least 45 days before any date fixed for the redemption of 2023 Series C Bonds to be redeemed pursuant to subsection (a) of the fact and date of redemption and of the principal amount of 2023 Series C Bonds and the maturities or portions thereof to be redeemed.

(d) Rescission of Notice of Redemption. The Commission, may, at its option, on or prior to the date fixed for redemption in any notice of redemption of 2023 Series C Bonds, rescind and cancel such notice of redemption by Written Request to the Trustee and the Trustee shall mail notice of such cancellation to the recipients of the notice of redemption being cancelled.

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(e) Application of Terms of Indenture. The provisions of the Indenture relating to redemption of Bonds set forth in Sections 4.02, 4.03, 4.04 and 4.05 shall apply to the redemption of the 2023 Series C Bonds.

SECTION 67.2623. 2023 Series C Bonds Sinking Fund Account.

(a) The Trustee shall establish and hold within the Principal Fund established under Section 5.02(a) of the Indenture, a 2023 Series C Sinking Fund Account, which the Commission hereby covenants and agrees to cause to be maintained, for payment of the Bond Obligation of the 2023 Series C Term Bonds.

(b) The Trustee, on or before September 30 of each year ( commencing on or before September 30, 20___), shall deposit in the 2023 Series C Sinking Fund Account from the Principal Fund moneys in an amount sufficient to call and redeem or to pay at maturity, as the case may be, the principal of 2023 Series C Term Bonds in the following respective principal amounts on the next succeeding October 1 in each of the following years ( each such deposit of moneys being referred to as a "2023 Series C Minimum Sinking Fund Account Payment").

2023 Series C Term Bonds maturing on October 1, 20__

Year
(October 1)
Principal
Amount

*
*Maturity

(c) During the 12-month period immediately preceding each redemption from the 2023 Series C Sinking Fund Account, the Commission may satisfy, in whole or in part, the 2023 Series C Minimum Sinking Fund Account Payment and the redemption therefrom by depositing with the Trustee 2023 Series C Term Bonds for cancellation prior to the Trustee's selection of the 2023 Series C Term Bonds for redemption.

(d) All moneys in the 2023 Series C Sinking Fund Account, at the Written Request of the Commission, shall be used and withdrawn by the Trustee at any time for the purchase of 2023 Series C Term Bonds (except that no 2023 Series C Term Bonds maturing in any year shall be purchased so long as any 2023 Series C Term Bonds maturing in any earlier year and being of like tenor are Outstanding) at public or private sale, as and when and at such prices (including brokerage and other charges, but excluding accrued interest, which is payable from the Interest Fund) as the Commission shall direct by Written Request, but not to exceed the principal thereof, and all 2023 Series C Term Bonds so purchased by the Trustee or deposited by the Commission, shall be cancelled and delivered to the Commission; provided, however, that:

(1) all moneys in the 2023 Series C Sinking Fund Account on each September 15, beginning on September 15, 20__, and ending on September 15, 20__, together with any additional sums the Trustee expects to receive for deposit in the 2023 Series C Sinking Fund Account after such date and on or before the next succeeding October 1, shall be used and withdrawn by the Trustee solely for the purpose of redeeming the 2023 Series C Term Bonds that are subject to redemption under this Section; and

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(2) the Trustee shall during each 12-month period beginning with the 12-month period ending on October 1, 20 __, purchase or call and redeem (as herein provided) an aggregate amount of 2023 Series C Term Bonds equal to at least the amount of Bond Obligation of the 2023 Series C Term Bonds identified above in this Section for such 12-month period reduced by the principal amount of 2023 Series C Term Bonds deposited by the Commission with the Trustee, except that if 2023 Series C Term Bonds of any Term Bond maturity have previously been redeemed or purchased by the Trustee or deposited by the Commission in excess of the amount of Bond Obligation of the 2023 Series C Term Bonds identified above in this Section, there shall be deemed to have been a reduction of the remaining amounts stated above in this Section on a Proportionate Basis, and further except that moneys in the 2023 Series C Sinking Fund Account shall be used, to the extent necessary, to purchase or retire the Outstanding 2023 Series C Term Bonds at the maturity thereof.

(e) The Commission hereby covenants and agrees with the Owners of the 2023 Series C Term Bonds to call and redeem 2023 Series C Term Bonds from the 2023 Series C Sinking Fund Account pursuant to this Section on October 1 in each of the years, and in the amounts, stated above.

SECTION 67.27. Tax Covenants .

(a) The Commission covenants that it will not take any action, or fail to take any action, if any such action or failure to take action would adversely affect the exclusion from gross income of the interest on the 2023 Bonds under Section 103 of the Code.

(b) The Commission will not directly or indirectly use or permit the use of any proceeds of the 2023 Bonds or any other funds of the Commission, or take or omit to take any action that would cause the 2023 Bonds to be “arbitrage bonds” within the meaning of Section 148(a) of the Code. To that end, the Commission will comply with all requirements of Section 148 of the Code to the extent applicable to the 2023 Bonds. If at any time the Commission is of the opinion that for purposes of this Section it is necessary to restrict or limit the yield on the investment of any moneys held by the Trustee under the Indenture or otherwise, the Commission shall so instruct the Trustee in writing, and the Trustee shall take such action as required by such instructions. Without limiting the generality of the foregoing, the Commission agrees that there shall be paid from time to time all amounts required to be rebated to the United States pursuant to Section 148(f) of the Code and any temporary, proposed or final Treasury Regulations as may be applied to the 2023 Bonds from time to time. This covenant shall survive payment in full or defeasance of the 2023 Bonds. The Commission specifically covenants to pay or cause to be paid to the United States, at the times and in the amounts determined, the 2023 Series A Rebate Requirement, the 2023 Series B Rebate Requirement and the 2023 Series C Rebate Requirement. The Trustee agrees to comply with all written instructions of the Commission given in accordance with the 2023 Series A Tax Certificate, the 2023 Series B Tax Certificate and the 2023 Series C Tax Certificate.

(c) Notwithstanding any provision of this Section, if the Commission provides to the Trustee an opinion of nationally recognized bond counsel to the effect that any action required under this Section or under the 2023 Series A Tax Certificate, the 2023 Series B Tax Certificate or the 2023 Series C Tax Certificate is no longer required, or to the effect that some further action is required, to maintain the exclusion from gross income of the interest on the 2023 Bonds under Section 103 of the Code, the Commission and the Trustee may rely conclusively on such opinion in complying with the provisions hereof, and the covenants hereunder shall be deemed to be modified to that extent.

(d) The Commission shall assure that the proceeds of the 2023 Bonds are not so used as to cause the 2023 Bonds to satisfy the private business tests of Section 141(b) of the Code or the private loan financing test of Section 141(c) of the Code.

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(e) The Commission shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause any of the 2023 Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Code.

SECTION 67.28. Continuing Disclosure . The Commission hereby covenants and agrees that it will comply with and carry out all of the provisions of the 2023 Continuing Disclosure Certificate. Notwithstanding any other provision of the Indenture, failure of the Commission to comply with the 2023 Continuing Disclosure Certificate shall not be considered an Event of Default; however, any Participating Underwriter (as such term is defined in the 2023 Continuing Disclosure Certificate) or any Bondowner or beneficial owner may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the Commission to comply with its obligations under this Section, and the sole remedy in the event of any failure of the Commission to comply with the 2023 Continuing Disclosure Certificate shall be an action to compel performance.

SECTION 67.29. No Senior State Loans . No Senior State Loans are currently Outstanding. Notwithstanding anything contained in the Indenture, including but not limited to Section

5.01(b)(ii) thereof, the Commission will not issue or enter into any Senior State Loans or pay any amounts with respect to any loan agreement with the State of California (or any board, department or agency thereof) prior to the payment of amounts described in Section 5.01(b)(iii) of the Indenture.

ARTICLE LXVIII

MISCELLANEOUS

SECTION 68.01. Terms of 2023 Bonds Subject to the Indenture . Except as expressly provided in this Fifteenth Supplemental Indenture, every term and condition contained in the Indenture shall apply to this Fifteenth Supplemental Indenture, and to the 2023 Bonds, with the same force and effect as if the same were herein set forth at length, with such omissions, variations and modifications thereof as may be appropriate to make the same conform to this Fifteenth Supplemental Indenture.

This Fifteenth Supplemental Indenture and all the terms and provisions herein contained shall form part of the Indenture as fully and with the same effect as if all such terms and provisions had been set forth in the Indenture. The Indenture is hereby ratified and confirmed and shall continue in full force and effect in accordance with the terms and provisions thereof, as supplemented and amended hereby.

SECTION 68.02. Effective Date of Fifteenth Supplemental Indenture. This Fifteenth Supplemental Indenture shall take effect upon its execution and delivery.

SECTION 68.03. Execution in Counterparts . This Fif teenth Supplemental Indenture may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument.

ARTICLE LXIX

ADDITIONAL CITY REQUIREMENTS

As used in this Article, “Agreement” means the Indenture.

To the extent of any inconsistency between this Article and provisions in Article XII, the provisions of this Article shall control.

SECTION 69.01. Local Business Enterprise Utilization; Liquidated Damages.

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(a) The LBE Ordinance. The Trustee shall comply with all the requirements of the Disadvantaged Business Enterprise Ordinance set forth in Chapter 14B of the San Francisco Administrative Code as it now exists or as it may be amended in the future (collectively the “LBE Ordinance”), provided such amendments do not materially increase the Trustee’s obligations or liabilities, or materially diminish the Trustee’s rights, under this Fifteenth Supplemental Indenture.

Such provisions of the LBE Ordinance are incorporated by reference and made a part of this Fifteenth Supplemental Indenture as though fully set forth in this Section. The Trustee’s willful failure to comply with any applicable provision of the LBE Ordinance is a material breach of the Trustee’s obligations under this
Fifteenth Supplemental Indenture and shall entitle City, subject to any applicable notice and cure provisions set forth in this Fifteenth Supplemental Indenture, to exercise any of the remedies provided for under this Fifteenth Supplemental Indenture, under the LBE Ordinance or otherwise available at law or in equity, which remedies shall be cumulative unless this Fifteenth Supplemental Indenture expressly provides that any remedy is exclusive. In addition, the Trustee shall comply fully with all other applicable local, state and federal lawsꞏ prohibiting discrimination and requiring equal opportunity in contracting, including subcontracting.

(b) Compliance and Enforcement.

Enforcement. If the Trustee willfully fails to comply with any of the provisions of the LBE Ordinance, the rules and regulations implementing the LBE Ordinance, or the provisions of this Fifteenth Supplemental Indenture pertaining to LBE participation, the Trustee shall be liable for liquidated damages in an amount equal to the Trustee’s net profit on this Fifteenth Supplemental Indenture, or 10% of the total amount of this Fifteenth Supplemental Indenture, or $1,000, whichever is greatest. The Director of the City’s Human Rights Commission or any other public official authorized to enforce the LBE Ordinance (separately and collectively, the “Director of HRC”) may also impose other sanctions against the Trustee authorized in the LBE Ordinance, including declaring the Trustee to be irresponsible and ineligible to contract with the City for a period of up to five years or revocation of the Trustee’s DBE certification. The Director of HRC will determine the sanctions to be imposed, including the amount of liquidated damages, after investigation pursuant to Administrative Code §14B.17.

By entering into this Fifteenth Supplemental Indenture, the Trustee acknowledges and agrees that any liquidated damages assessed by the Director of the HRC shall be payable to City upon demand. ꞏThe Trustee further acknowledges and agrees that any liquidated damages assessed may be withheld from any monies due to the Trustee on any contract with City,

The Trustee agrees to maintain records necessary for monitoring its compliance with the LBE Ordinance for a period of three years following termination or expiration of this Fifteenth Supplemental Indenture, and shall make such records available for audit and inspection by the Director of HRC or the Controller upon request.

SECTION 69.02. Nondiscrimination; Penalties.

(a) Trustee Shall Not Discriminate . In the performance of this Fifteenth Supplemental Indenture; the Trustee agrees not to discriminate against any employee, City and County employee working with such contractor or subcontractor, applicant for employment with such contractor or subcontractor, or against any person seeking accommodations, advantages, facilities, privileges, services, or membership in all business, social, or other establishments or organizations, on the basis of the fact or perception of a person’s race, color, creed, religion, national origin, ancestry, age, height, weight, sex, sexual orientation, gender identity, domestic partner status, marital status, disability or Acquired Immune Deficiency Syndrome or HIV status (AIDS/HN status), or association with members of such protected classes, or in retaliation for opposition to discrimination against such classes.

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(b) Subcontracts . The Trustee shall incorporate by reference in all subcontracts the provisions of §§12B.2(a), 12B.2(c)-(k), and 12C.3 of the San Francisco Administrative Code (copies of which are available from Purchasing) and shall require all subcontractors to comply with such provisions. The Trustee’s failure to comply with the obligations in this subsection shall constitute a material breach of this Fifteenth Supplemental Indenture.

Nondiscrimination in Benefits. The Trustee does not as of the date of this Fifteenth
Supplemental Indenture and will not during the term of this Fifteenth Supplemental Indenture, 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 bereavement leave, family medical leave, health benefits, membership or membership discounts, moving expenses, pension and retirement benefits or travel benefits, as well as any benefits other than the benefits specified above, between employees with domestic partners and employees with spouses, and/or between the domestic partners and spouses of such employees, where the domestic partnership has been registered with a governmental entity pursuant to state or local law authorizing such registration, subject to the conditions set forth in §12B.2(b) of the San Francisco Administrative Code.

(c) Condition to Contract. As a condition to this Fifteenth Supplemental Indenture, the Trustee 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.

(d) Incorporation of Administrative Code Provisions by Reference. The provisions of Chapters 12B and 12C of the San Francisco Administrative Code are incorporated in this Section by reference and madeꞏ a part of this Fifteenth Supplemental Indenture as though fully set forth herein.

The Trustee shall comply fully with and be bound by all of the provisions that apply to this Fifteenth Supplemental Indenture under such Chapters, including but not limited to the remedies provided in such Chapters. Without limiting the foregoing, the Trustee understands that pursuant to §12B.2(h) of the San Francisco Administrative Code, a penalty of $50 for each person for each calendar day during which such person was discriminated against in violation of the provisions of this Fifteenth
Supplemental Indenture may be assessed against the Trustee and/or deducted from any payments due the Trustee.

SECTION 69.03. MacBride Principles -Northern Ireland . Pursuant to San Francisco Administrative Code §12F.5, the City and County of San Francisco urges companies doing business in Northern Ireland to move towards resolving employment inequities, and encourages such companies to abide by the MacBride Principles. The City and County of San Francisco urges San Francisco companies to do business with corporations that abide by the MacBride Principles. By signing below, the person executing this
Fifteenth Supplemental Indenture on behalf of the Trustee acknowledges and agrees that he or she has read and understood this Section.

SECTION 69.04. Tropical Hardwood and Virgin Redwood Ban. Pursuant to §804(b) of the San Francisco Environment Code, the City and County of San Francisco urges contractors not to import, purchase, obtain, or use for any purpose, any tropical hardwood, tropical hardwood wo od product, virgin redwood or virgin redwood wood product.

SECTION 69.05. Drug-Free Workplace Policy . The Trustee acknowledges that pursuant to the Federal Drug- Free Workplace Act of 1989, the unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited on City premises. The Trustee agrees that any violation of this prohibition by the Trustee, its employees, agents or assigns will be deemed a material breach of this Fifteenth Supplemental Indenture.

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SECTION 69.06. Compliance with Americans with Disabilities Act . The Trustee acknowledges that, pursuant to the Americans with Disabilities Act (ADA), programs, services and other activities provided by a public entity to the public, whether directly or through a contractor, must be accessible to the disabled public. The Trustee shall provide the services specified in this Fifteenth Supplemental Indenture in a manner that complies with the ADA and any and all other applicable federal, state and local disability rights legislation. The Trustee agrees not to discriminate against disabled persons in the provision of services, benefits or activities provided under this Fifteenth
Supplemental Indenture and further agrees that any violation of this prohibition on the part of the Trustee, its employees, agents or assigns will constitute a material breach of this Fifteenth Supplemental
Indenture.

SECTION 69.07. Sunshine Ordinance . In accordance with San Francisco Administrative Code §67.24(e), contracts, contractors’ bids, responses to solicitations and all other records of communications between City and persons or firms seeking contracts, shall be open to inspection immediately after a contract has been awarded. Nothing in this provision requires the disclosure of a private person or organization’s net worth or other proprietary financial data submitted for qualification for a contract or other benefit until and unless that person or organization is awarded the contract or benefit. Information provided which is covered by this paragraph will be made available to the public upon request.

SECTION 69.08. Limitations on Contributions. Through its execution of this Fifteenth Supplemental Indenture, the Trustee 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 a board on which an appointee of that individual serves, (2) a candidate for the office held by such 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 Trustee acknowledges that the foregoing restriction applies only if the contract or a combination or series of contracts approved by the same individual or board in a fiscal year have a total anticipated or actual value of $50,000 or more. The Trustee further acknowledges that the prohibition on contributions applies to each prospective party to the contract; each member of the Trustee’s board of directors; the Trustee’s chairperson, chief executive officer, chief financial officer and chief operating officer; any person with an ownership interest of more than 20 percent in the Trustee; any subcontractor listed in the bid or contract; and any committee that is sponsored or controlled by the Trustee.

Additionally, the Trustee acknowledges that the Trustee must inform each of the persons described in the preceding sentence of the prohibitions contained in Section 1.126.

SECTION 69.09. Requiring Minimum Compensation for Covered Employees.

(a) The Trustee agrees to comply fully with and be bound by all of the provisions of the Minimum Compensation Ordinance (MCO), as set forth in San Francisco Administrative Code Chapter 12P (Chapter 12P), including the remedies provided, and implementing guidelines and rules.

The provisions of Chapter l2P are incorporated herein-by reference and made a part of this Fifteenth Supplemental Indenture as though fully set forth. The text of the MCO is available on the web at http://www.sfgov.org/olse/mco. A partial listing of some of the Trustee’s obligations under the MCO is set forth in this Section. The Trustee is required to comply with all the provisions of the MCO, irrespective of the listing of obligations in this Section.

The MCO requires the Trustee to pay the Trustee’s employees a minimum hourly gross compensation wage rate and to provide minimum compensated and uncompensated time off. The -38-
minimum wage rate may change from year to year and the Trustee is obligated to keep informed of the then-current requirements. Any subcontract entered into by the Trustee shall require the subcontractor to comply with the requirements of the MCO and shall contain contractual obligations substantially the same as those set forth in this Section. It is the Trustee’s obligation to ensure that any subcontractors of any tier under this Fifteenth Supplemental Indenture comply with the requirements of the MCO. If any subcontractor under this Fifteenth Supplemental Indenture fails to comply, City may pursue any of the remedies set forth in this Section against the Trustee.

(b) The Trustee shall not take adverse action or otherwise discriminate against an employee or other person for the exercise or attempted exercise of rights under the MCO. Such actions, if taken within 90 days of the exercise or attempted exercise of such rights, will be rebuttably presumed to be retaliation prohibited by the MCO.

(c) The Trustee shall maintain employee and payroll records as required by the MCO. If the Trustee fails to do so, it shall be presumed that the Trustee paid no more than the minimum wage required under State law.

(d) The City is authorized to inspect the Trustee’s job sites and conduct interviews with employees and conduct audits of the Trustee.

(e) The Trustee’s commitment to provide the Minimum Compensation is a material element of the City’s consideration for this Fifteenth Supplemental Indenture. The City in its sole discretion shall determine whether such a breach has occurred. The City and the public will suffer actual damage that will be impractical or extremely difficult to determine if the Trustee fails to comply with these requirements. The Trustee agrees that the sums set forth in Section 12P.6.1 of the MCO as liquidated damages are not a penalty, but are reasonable es timates of the loss that the City and the public will incur for the Trustee’s noncompliance. The procedures governing the assessment of liquidated damages shall be those set forth in Section 12P.6.2 of Chapter 12P.

(f) The Trustee understands and agrees that if it fails to comply with the requirements of the MCO, the City shall have the right to pursue any rights or remedies available under Chapter 12P (including liquidated damages), under the terms of the contract, and under applicable law. If, within 30 days after receiving written notice of a breach of this Fifteenth Supplemental Indenture for violating
the MCO, the Trustee fails to cure such breach or, if such breach cannot reasonably be cured within such period of 30 days, the Trustee fails to commence efforts to cure within such period, or thereafter fails diligently to pursue such cure to completion; the City shall have the right to pursue any rights or remedies available under applicable law, including those set forth in Section 12P.6(c) of Chapter 12P.

Each of these remedies shall be exercisable individually or in combination with any other rights or remedies available to the City.

(g) The Trustee represents and warrants that it is not an entity that was set up, or is being used, for the purpose of evading the intent of the MCO.

(h) The City may conduct random audits of the Trustee. Random audits shall be (i) noticed in advance in writing; (ii) limited to ascertaining whether Covered Employees are paid at least the minimum compensation required by the MCO; (iii) accomplished through an examination of pertinent records at a mutually agreed upon time and location within ten days of the written notice; and (iv) limited to one audit of the Trustee every two years for the duration of this Fifteenth Supplemental
Indenture. Nothing in this Fifteenth Supplemental Indenture is intended to preclude the City from investigating any report of an alleged violation of the MCO.

SECTION 69.10. Requiring Health Benefits for Covered Employees . Unless exempt, the Trustee agrees to comply fully with and be bound by all of the provisions of the Health Care -39-
Accountability Ordinance (HCAO), as set forth in San Francisco Administrative Code Chapter 12Q, including the remedies provided, and implementing regulations, as the same may be amended from time to time. The provisions of Chapter 12Q are incorporated herein by reference and made a part of this Fifteenth Supplemental Indenture as though fully set forth. The text of the HCAO is available on the web at http://www.sfgov.org/oca/lwlh.htm. Capitalized terms used in this Section and not defined in this
Fifteenth Supplemental Indenture shall have the meanings assigned to such terms in Chapter 12Q.

(a) For each Covered Employee, the Trustee shall provide the appropriate health benefit set forth in Section 12Q.3 of the HCAO. If the Trustee chooses to offer the health plan option, such health plan shall meet the minimum standards set forth by the San Francisco Health Commission.

(b) Notwithstanding the above, if t he Trustee is a small business as defined in Section 12Q.3(d) of the HCAO, it shall have no obligation to comply with part (a) above.

(c) The Trustee’s failure to comply with the HCAO shall constitute a material breach of this Fifteenth Supplemental Indenture. City shall notify the Trustee if such a breach has occurred. If, within 30 days after receiving City’s written notice of a breach of this Fifteenth Supplemental Indenture for violating the HCAO, the Trustee fails to cure such breach or, if such breach cannot reasonably be cured within such period of 30 days, the Trustee fails to commence efforts to cure within such period, or thereafter fails diligently to pursue such cure to completion, City shall have the right to pursue the remedies set forth in 12Q.5(f)(1-5). Each of these remedies shall be exercisable individually or in combination with any other rights or remedies available to City.

(d) Any Subcontract entered into by the Trustee shall require the Subcontractor to comply with the requirements of the HCAO and shall contain contractual obligations substantially the same as those set forth in this Section. The Trustee shall notify City’s Office of Contract Administration when it enters into such a Subcontract and shall certify to the Office of Contract Administration that it has notified the Subcontractor of the obligations under the HCAO and has imposed the requirements of the HCAO on Subcontractor through the Subcontract. The Trustee shall be responsible for its Subcontractors’ compliance with this Chapter. If a Subcontractor fails to comply, the City may pursue the remedies set forth in this Section against the Trustee based on the Subcontractor’s failure to comply, provided that City has first provided the Trustee with notice and an opportunity to obtain a cure of the violation.

(e) The Trustee shall not discharge, reduce in compensation, or otherwise discriminate against any employee for notifying City with regard to the Trustee’s noncompliance or anticipated noncompliance with the requirements of the HCAO, for opposing any practice proscribed by the HCAO, for participating in proceedings related to the HCAO, or for seeking to assert or enforce any rights under the HCAO by any lawful means.

(f) The Trustee represents and warrants that it is not an entity that was set up, or is being used, for the purpose of evading the intent of the HCAO.

(g) The Trustee shall maintain employee and payroll records in compliance with the California Labor Code and Industrial Welfare Commission orders, including the number of hours each employee has worked on the City Contract.

(h) The Trustee shall keep itself informed of the current requirements of the HCAO.

(i) The Trustee shall provide reports to the City in accordance with any reporting standards promulgated by the City’ under the HCAO, including reports on Subcontractors and Subtenants, as applicable.

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(j) The Trustee shall provide City with access to records pertaining to compliance with HCAO after receiving a written request from City to do so and being provided at least ten business days to respond.

(k) The Trustee shall allow City to inspect the Trustee’s job sites and have access to the Trustee’s employees in order to monitor and determine compliance with HCAO.

(l) The City may conduct random audits of the Trustee to ascertain its compliance with HCAO. The Trustee agrees to cooperate with City when it conducts such audits.

(m) If the Trustee is exempt from the HCAO when this Fifteenth Supplemental Indenture is executed because its amount is less than $25,000 ($50,000 for nonprofits), but the Trustee later enters into an agreement or agreements that cause the Trustee’s aggregate amount of all agreements with City to reach $75,000, all the agreements shall be thereafter subject to the HCAO. This obligation arises on the effective date of the agreement that causes the cumulative amount of agreements between the Trustee and the City to be equal to or greater than $75,000 in the fiscal year.

SECTION 69.11. Prohibition on Political Activity with City Funds. In accordance with San Francisco Administrative Code Chapter 12.G, the Trustee may not participate in, support, or attempt to influence any political campaign for a candidate or for a ballot measure (collectively, “Political Activity”) in the performance of the services provided under this Fifteenth Supplemental Indenture. The Trustee agrees to comply with San Francisco Administrative Code Chapter 12.G and any implementing rules and regulations promulgated by the City’s Co ntroller. The terms andꞏ provisions of Chapter 12.G are incorporated herein by this reference. In the event the Trustee violates the provisions of this Section, the City may, in addition to any other rights or remedies available hereunder, (i) terminate this Fifteenth Supplementa l Indenture, and (ii) prohibit the Trustee from bidding on or receiving any new City contract for a period of two (2) years. The Controller will not consider the Trustee’s use of profit as a violation of this Section.

SECTION 69.12. Conflict of Interest . Through its execution of this Fifteenth Supplemental Indenture, the Trustee acknowledges that it is familiar with the provisions of Section

15.103 of the City’s Charter, Article III, Chapter 2 of City’s Campaign and Governmental Conduct Code, and Section 87100 et seq. and Section 1090 et seq. of the Government Code of the State of California, and certifies that it does not know of any facts which constitute a violation of said provision and agrees that it will immediately notify the City if it becomes aware of any such fact during the term of this Fifteenth Supplemental Indenture.

SECTION 69.13. Earned Income Credit (EIC) Forms. Administrative Code section 120 requires that employers provide their employees with IRS Form W5 (The Earned Income Credit Advance Payment Certificate) and the IRS EIC Schedule, as set forth below. Employers can locate these forms at the IRS Office, on the Internet, or anywhere that Federal Tax Forms can be found.

(a) The Trustee shall provide EIC Forms to each Eligible Employee at each of the following times: (i) within thirty days following the date on which this Fifteenth Supplemental Indenture becomes effective (unless the Trustee has already provided such EIC Forms at least once during the calendar year in which such effective date falls); (ii) promptly after any Eligible Employee is hired by the Trustee; and (iii) annually between January 1 and January 31 of each calendar year during the term of this Fifteenth Supplemental Indenture.

(b) Failure to comply with any requirement contained in subparagraph (a) of this Section shall constitute a material breach by the Trustee of the terms of this Fifteenth Supplemental Indenture.

If, within thirty days after the Trustee receives written notice of such a breach; the Trustee fails to cure -41-
such breach or, if such breach cannot reasonably be cured within such period of thirty days, the Trustee fails to commence efforts to cure within such period or thereafter fails to diligently pursue such cure to completion, the City may pursue any rights or remedies available under this Fifteenth Supplemental Indenture or under applicable law.

(c) Any Subcontract entered into by the Trustee shall require the subcontractor to comply, as to the subcontractor’s Eligible Employees, with each of the terms of this Section.

(d) Capitalized terms used in this Section and not defined in this Fifteenth Supplemental Indenture shall have the meanings assigned to such terms in Section 120 of the San Francisco Administrative Code.

SECTION 69.14. Preservative-treated Wood Containing Arsenic. The Trustee may not purchase preservative treated wood products containing arsenic in the performance of this Fifteenth Supplemental Indenture unless an exemption from the requirements of Chapter 13 of the San Francisco Environment Code is obtained from the Department of the Environment under Section 1304 of the Code. The term “preservative -treated wood containing arsenic” shall mean wood treated with a preservative that contains arsenic; elemental arsenic, or an arsenic copper combination, including, but not limited to, chromated copper arsenate preservative, ammoniacal copper zinc arsenate preservative, or ammoniacal copper arsenate preservative. The Trustee may purchase preservative -treated wood products on the list of environmentally preferable alternatives prepared and adopted by the Department of the Environment. This provision does not preclude the Trustee from purchasing preservative-treated wood containing arsenic for saltwater immersion. The term “saltwater immersion” shall mean a pressure-treated wood that is used for construction purposes or facilities that are partially or totally immersed in saltwater.

SECTION 69.15. Nondisclosure of Private Information . The Trustee has read and agrees to the terms set forth in San Francisco Administrative Code Sections 12M.2, “Nondisclosure of Private Information,” and 12M.3, “Enforcement” of Administrative Code Chapter 12M, “Protection of Private Information,” which are incorporated herein as if fully set forth. The Trustee agrees that any failure of the Trustee to comply with the requirements of Section 12M.2 of this Chapter shall be a material breach of this Fifteenth Supplemental Indenture. In such an event, in addition to any other remedies available to it under equity or law, the City may terminate this Fifteenth Supplemental Indenture, bring a false claim action against the Trustee pursuant to Chapter 6 or Chapter 21 of the Administrative Code, or debar the Trustee.

SECTION 69.16. Proprietary or Confidential Information of City . The Trustee understands and agrees that, in the performance of the work or services under this Fifteenth Supplemental Indenture or in contemplation thereof, the Trustee may have access to private or confidential information which may be owned or controlled by City and that such information may contain proprietary or confidential details, the disclosure of which to third parties may be damaging to City. The Trustee agrees that all information disclosed by City to the Trustee shall be held in confidence and used only in performance of the Fifteenth Supplemental Indenture. The Trustee shall exercise the same standard of care to protect such information as a reasonably prudent contractor would use to protect its own proprietary data.

SECTION 69.17. Compliance with Laws. The Trustee shall keep itself fully informed of the City’s Charter, codes, ordinances and regulations of the City and of all state, and federal laws in any manner affecting the performance of this Fifteenth Supplemental Indenture, and must at all times comply with such local codes, ordinances, and regulations and all applicable laws as they may be amended from time to time.

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SECTION 69.18. Works for Hire . If, in connection with services performed under this Fifteenth Supplemental Indenture, the Trustee or its subcontractors create artwork, copy, posters, billboards, photographs, videotapes, audiotapes, systems designs, software, reports, diagrams, surveys, blueprints, source codes or any other original works of authorship, such works of authorship shall be works for hire as defined under Title 17 of the United States Code, and all copyrights in such works are the property of the City. If it is ever determined that any works created by the Trustee or its subcontractors under this Fifteenth Supplemental Indenture are not works for hire under U.S. law, the Trustee hereby assigns all copyrights to such works to the City, and agrees to provide any material and execute any documents necessary to effectuate such assignment. With the approval of the City, the Trustee may retain and use copies of such works for reference and as documentation of its experience and capabilities.

SECTION 69.19. Resource Conservation. Chapter 5 of the San Francisco Environment Code (“Resource Conservation”) is incorporated herein by reference. Failure by the Trustee to comply with any of the applicable requirements of Chapter 5 will be deemed a material breach of contract.

SECTION 69.20. Public Access to Meetings and Records . If the Trustee receives a cumulative total per year of at least $250,000 in City funds or City-administered funds and is a non - profit organization as defined in Chapter 12L of the San Francisco Administrative Code; the Trustee shall comply with and be bound by all the applicable provisions of that Chapter. By executing this Fifteenth Supplemental Indenture, the Trustee agrees to open its meetings and records to the public in the manner set forth in §§12L.4 and 12L.5 of the Administrative Code. The Trustee further agrees to make-good faith efforts to promote community membership on its Board of Directors in the manner set forth in §12L.6 of the Administrative Code. The Trustee acknowledges that its material failure to comply with any of the provisions of this paragraph shall constitute a material breach of this Fifteenth Supplemental Indenture. The Trustee further acknowledges that such material breach of this Fifteenth Supplemental Indenture shall be grounds for the City to terminate and/or not renew the agreement, partially or in its entirety.

SECTION 69.21. Guaranteed Maximum Costs.

(a) The City’s obligation hereunder shall not at any time exceed the amount certified by the Controller for the purpose and period stated in such certification. (b) Except as may be provided by laws governing emergency procedures, officers and employees of the City are not authorized to request, and the City is not required to reimburse the Trustee for, commodities or services beyond the agreed upon contract scope unless the changed scope is authorized by amendment and approved as required by law.

(c) Officers and employees of the City are not authorized to offer or promise, nor is the City required to honor, any offered or promised additional funding in excess of the maximum amount of funding for which the contract is certified without certification of the additional amount by the Controller.

(d) The Controller is not authorized to make payments on any contract for which funds have not been certified as available in the budget or by supplemental appropriation.

SECTION 69.22. Submitting False Claims; Monetary Penalties . Pursuant to San Francisco Administrative Code §21.16, any contractor, subcontractor or consultant who submits a false claim shall be liable to the City for three times the amount of damages which the City sustains because of the false claim. A contractor, subcontractor or consultant who submits a false claim shall also be liable to the City for the costs, including attorneys’ fees, of a civil action brought to recover any of those penalties or damages, and may be liable to the City for a civil penalty of up to $10,000 for each false claim. A contractor, subcontractor or consultant will be deemed to have submitted a false claim -43-
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 t o 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 dis close the false claim to the City within a reasonable time after discovery of the false claim.

SECTION 69.23. Agreement Made in California; Venue. The formation, interpretation and performance of this Agreement shall be governed by the laws of the State of California. Venue for all litigation relative to the formation, interpretation and performance of this Agreement shall be in San Francisco.

SECTION 69.24. Ownership of Results. Any interest of the Trustee or its Subcontractors, in drawings, plans, specifications, blueprints, studies, reports, memoranda, computation sheets, computer files and media or other documents prepared by the Trustee or its subcontractors in connection with services to be performed under this Fifteenth Supplemental Indenture, shall become the property of and will be transmitted to City. However, the Trustee may retain and use copies for reference and as documentation of its experience and capabilities.

SECTION 69.25. Audit and Inspection of Records . The Trustee agrees to maintain and make available to the City, during regular business hours, accurate books and accounting records relating to its work under this Fifteenth Supplemental Indenture. The Trustee will permit City to audit, examine and make excerpts and transcripts from such books and records, and to make audits of all invoices, materials, payrolls, records or personnel and other data related to all other matters covered by this Fifteenth Supplemental Indenture, whether funded in whole or in part under this Fifteenth Supplemental Indenture.

The Trustee shall maintain such data and records in an accessible location and condition for a period of not less than three years after final payment under this Fifteenth Supplemental Indenture or until after final audit has been resolved, whichever is later. The State of California or any federal agency having an interest in the subject matter of this Fifteenth Supplemental Indenture shall have the same rights conferred upon City by this Section.

SECTION 69.26. Subcontracting. The Trustee is prohibited from subcontracting this Fifteenth Supplemental Indenture or any part of it unless such subcontracting is first approved by City in writing. Neither party shall, on the basis of this Fifteenth Supplemental Indenture, contract on behalf of or in the name of the other party. An agreement made in violation of this provision shall confer no rights on any party and shall be null and void.

SECTION 69.27. Assignment. The services to be performed by Trustee are personal in character and neither this Fifteenth Supplemental Indenture nor any duties or obligations hereunder may be assigned or delegated by the Trustee unless first approved by the Commission and the City by written instrument executed and approved in the same manner as this Fifteenth Supplemental Indenture.

SECTION 69.28. Non-Waiver of Rights . The omission by either party at any time to enforce any default or right reserved to it, or to require performance of any of the terms, covenants, or provisions hereof by the other party at the time designated, shall not be a waiver of any such default or right to which the party is entitled, nor shall it in any way affect the right of the party to enforce such provisions thereafter.

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SECTION 69.29. City a Third Party Beneficiary. The City is hereby designated as a third party beneficiary for the purpose of enforcing all of the obligations of the Trustee contained in Article XXV of this Fifteenth Supplemental Indenture and to the extent that any other rights are given to the City hereunder.

SECTION 69.30. Food Service Waste Reduction Requirements . Effective June 1, 2007, the Trustee agrees to comply fully with and be bound by all of the provisions of the Food Service Waste Reduction Ordinance, as set forth in San Francisco Environment Code Chapter 16, including the remedies provided, and implementing guidelines and rules. The provisions of Chapter 16 are incorporated herein by reference and made a part of this Fifteenth Supplemental Indenture as though fully set forth. This provision is a material term of this Fifteenth Supplemental Indenture. By entering into this Fifteenth Supplemental Indenture, the Trustee agrees that if it breaches this provision, City will suffer actual damages that will be impractical or extremely difficult to determine; further, the Trustee agrees that the sum of one hundred dollars ($100) liquidated damages for the first breach, two hundred dollars ($200) liquidated damages for the second breach in the same year, and five hundred dollars ($500) liquidated damages for subsequent breaches in the same year is a reasonable estimate of the damage that the City will incur based on the violation, established in light of the circumstances existing at the time this Fifteenth Supplem ental Indenture was made. Such amount shall not be considered a penalty, but rather agreed monetary damages sustained by the City because of the Trustee’s failure to comply with this provision.

SECTION 69.31. Graffiti Removal. Graffiti is detrimental to the health, safety and welfare of the community in that it promotes a perception in the community that the laws protecting public and private property can be disregarded with impunity. This perception fosters a sense of disrespect of the law that results in an increase in crime; degrades the community and leads to urban blight; is detrimental to property values, business opportunities and the enjoyment of life; is inconsistent with the City’s property
maintenance goals and aesthetic standards; and results in additional graffiti and in other properties becoming the target of graffiti unless it is quickly removed from public and private property. Graffiti results in visual pollution and is a public nuisance. Graffiti must be abated as quickly as possible to avoid detrimental impacts on the City and County and its residents, and to prevent the further spread of graffiti. The Trustee shall remove all graffiti from any real property owned or leased by the Trustee in the City and County of San Francisco within forty eight (48) hours of the earlier of the Trustee’s (a) discovery or notification of the graffiti or (b) receipt of notification of the graffiti from the Department of Public Works. This Section is not intended to require the Trustee to breach any lease or other agreement that it may have concerning its use of the real property. The term “graffiti” means any inscription, word, figure, marking or design that is affixed, marked, etched, scratched, drawn or painted on any building, structure, fixture or other improvement, whether permanent or temporary, including by way of example only and without limitation, signs, banners, billboards and fencing surrounding construction sites, whether public or private, without the consent of the owner of the property or the owner’s authorized agent, and which is visible from the public right -of-way. “Graffiti” shall not include: (1) any sign or banner that is authorized by, and in com pliance with, the applicable requirements of the San Francisco Public Works Code, the San Francisco Planning Code or the San Francisco Building Code; or (2) any mural or other painting or marking on the property that is protected as a work of fine art under the California Art Preservation Act (California Civil Code sections 987 et seq.) or as a work of visual art under the Federal Visual Artists Rights Act of 1990 (17 U.S.C. §§ 101 et seq.). Any failure of the Trustee to comply with this Section of this Fifteenth Supplemental Indenture shall constitute a material breach of this Fifteenth Supplemental Indenture.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Fifteenth Supplemental Indenture by their officers thereunto duly authorized as of the date and year first written above.

PUBLIC UTILITIES COMMISSION OF

THE CITY AND COUNTY OF SAN

FRANCISCO

By
General Manager of the Commission

ATTEST:

Secretary of the Public Utilities
Commission of the City and County of San Francisco

Approved as to form:

David Chiu, City Attorney

By:

Deputy City Attorney

U.S. BANK TRUST COMPANY,

NATIONAL ASSOCIATION,
As Trustee

By
Vice President

I-1-

EXHIBIT I

FORM OF 2023 BOND

$____ No. R-____

STATE OF CALIFORNIA

CITY AND COUNTY OF SAN FRANCISCO

PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN

FRANCISCO WASTEWATER REVENUE BOND
[2023 SERIES A (SSIP) (GREEN BONDS)]
[2023 SERIES B (NON-SSIP)]
[2023 SERIES C (REFUNDING) (GREEN BONDS)]

Dated Date Interest Rate Maturity Date CUSIP No.

Registered Owner: Cede & Co.

Principal Amount: DOLLARS

The PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO, a commission duly organized and existing under and pursuant to the Charter of the City and County of San Francisco and the laws of the State of California (herein called the “Commission”), for value received, hereby promises to pay (but only out of the net revenues hereinafter referred to) to the registered owner set forth above, or registered assigns, on the maturity date set forth above (subject to any right of prior redemption hereinafter provided for), the principal sum set forth above by check of the Trustee (as defined below) in lawful money of the United States of America, and to pay (but only out of the net revenues hereinafter referred to) interest thereon in like lawful money from the interest payment date next preceding the date of authentication of this Bond (unless this Bond is authenticated as of a day during the period from the 16th day of the calendar month next preceding any interest payment date to and including such interest payment date, in which event it shall bear interest from such interest payment date, or unless this Bond is authenticated on or before September 15, 2023, in which event it shall bear interest from the Dated Date; provided, however, that if, at the time of authentication of any Bond, interest is in default on Outstanding Bonds, such Bond shall bear interest from the interest payment date to which interest has previously been paid or made available for payment on the Outstanding Bonds and shall be payable to the Owners thereof of record as of a special date as shall be established by the Trustee following such default) until payment of such principal sum, at the interest rate per annum stated above, payable on April 1 and October 1 in each year, commencing October 1, 2023.

The principal (or redemption price) hereof is payable to the registered owner hereof upon the surrender hereof at the corporate trust office of U.S. Bank Trust Company, National Association, in San Francisco, California, as trustee (herein, together with any successor as trustee under the Indenture, called the “Trustee”), or such other office designated by the Trustee. The interest hereon is payable to the person whose name appears on the bond registration books of the Trustee as the registered owner hereof as of the close of business on the 15th day of the calendar month immediately preceding I-2-
an interest payment date, whether or not such day is a business day, such interest to be paid, except as otherwise provided in the Indenture, by check mailed to such registered owner at such address as appears on such registration books. Interest on this Bond shall be calculated on the basis of a 360-day year comprised of twelve 30-day months.

This Bond is one of a duly authorized issue of revenue bonds of the Commission designated as the “Wastewater Revenue Bonds” (herein called the “Bonds”), of the series and designation indicated on the face hereof (herein called the “ 2023 Series [A][B][C] Bonds”) and is a Current Interest Bond (as such term is defined in the Indenture hereinafter referred to). The Bonds are not limited in aggregate principal amount and consist or may consist of one or more series of varying denominations, dates, maturities, interest rates and other provisions, as in said Indenture provided, all issued and to be issued under and pursuant to the provisions of the Charter of the City and County of San Francisco and all laws of the State of California supplemental thereto, including the Revenue Bond Law of 1941 to the extent made applicable by said Charter (herein collectively called the “Law”), and pursuant to an Indenture, dated as of January 1, 2003, between the Commission and the Trustee, as amended and supplemented, and as heretofore supplemented by that certain Fif teenth Supplemental Indenture dated as of April 1, 2023, between the Commission and the Trustee (collectively, with any supplements or amendments thereto, the “Indenture”).

Reference is hereby made to the Indenture (a copy of which is on file at the office of the Trustee) and to the Law for a description of the terms on which the Bonds are issued, the provisions with regard to the nature and extent of the Net Revenues (as such term is defined in the Indenture) and the rights thereunder (and limitations thereon) of the registered owners of the Bonds and the rights, duties and immunities of the Trustee and the rights and obligations of the Commission thereunder; and all the terms of the Indenture and the Law are hereby incorporated herein and constitute a contract between the Commission and the registered owner of this Bond, and to all the provisions thereof the owner of this Bond, by his acceptance hereof, consents and agrees. Each owner hereof shall have recourse to all of the provisions of the Law and the Indenture and shall be bound by all of the terms and conditions thereof.

The Bonds are being issued to finance and refinance the acquisition and construction of improvements to the Enterprise, as more particularly described in the Indenture. The Bonds are special obligations of the Commission and are payable, as to the principal thereof, interest thereon and any premiums upon the redemption of any thereof, from the net revenues of the Enterprise (which, as more particularly defined in the Indenture, are therein and herein called the “ Net Revenues”). All of the Bonds are equally secured by a pledge of, and charge and lien upon, all of the Net Revenues.

Additional series of Bonds payable from the Net Revenues may be issued on a parity with the Bonds of this Series, but only subject to the conditions and limitations contained in the Indenture.

The principal of and interest on this 2023 Series [A][B][C] Bond are payable solely from the Net Revenues, and the Commission is not obligated to pay them except from the Net Revenues. The Commission has no taxing power. The general fund of the City and County of San Francisco is not liable, and the credit or taxing power of the City and County of San Francisco is not pledged, for the payment of the Bonds or their interest. The Bonds are not secured by a legal or equitable pledge of, or charge, lien or encumbrance upon, any of the property of the Commission or any of its income or receipts, except the Net Revenues. The owner hereof has no right to compel the exercise of any taxing power of the City and County of San Francisco.

The rights and obligations of the Commission and the owners of the Bonds may be modified or amended at any time in the manner, to the extent and upon the terms provided in the Indenture.

The 2023 Series [A][B][C] Bonds shall be subject to redemption prior to their stated maturity, at the option of the Commission, from and to the extent of any source of available funds, as a whole or in part on any date on or after October 1, 20__, and if in part by lot within such maturity, at a I-3-
redemption price equal to 100% of the principal amount of the 2023 Series [A][B][C] Bonds to be redeemed, plus accrued interest thereon to the date fixed for redemption, without premium. The Commission shall give the Trustee written notice at least 45 days before any date fixed for the redemption of 2023 Series [A][B][C] Bonds to be redeemed, of the fact and date of redemption and of the principal amount of 2023 Series [A][B][C] Bonds and the maturities or portions thereof to be redeemed. The provisions of the Indenture relating to redemption of Bonds set forth in Sections 4.02,

4.03, 4.04, 4.05 and 4.06 shall apply to the redemption of the 2023 Series [A][B][C] Bonds.

The 2023 Series [A][B][C] Bonds are issuable as fully registered Bonds without coupons in the denomination of $5,000 or any integral multiple thereof provided that no 2023 Series [A][B][C] Bond shall have principal maturing on more than one principal payment date. Subject to the limitations and conditions and upon payment of the charges, if any, as provided in the Indenture, 2023 Series [A][B][C] Bonds may be exchanged for a like aggregate principal amount of 2023 Series [A][B][C] Bonds of the same series, tenor and maturity of other authorized denominations.

This 2023 Series [A][B][C] Bond is transferable by the registered owner hereof, in person or by his attorney duly authorized in writing, at said office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, and upon surrender and cancellation of this 2023 Series [A][B][C] Bond. Upon such transfer a new fully registered 2023 Series [A][B][C] Bond or 2023 Series [A][B][C] Bonds, of authorized denomination or denominations and of the same series and tenor, for the same aggregate principal amount will be issued to the transferee in exchange herefor.

The Commission and the Trustee may treat the registered owner hereof as the absolute owner hereof for all purposes, and the Commission and the Trustee shall not be affected by any notice to the contrary.

It is hereby certified that all of the conditions, things and acts required to exist, to have happened or to have been performed precedent to and in the issuance of this 2023 Series [A][B][C] Bond do exist, have happened or have been performed in due and regular time, form and manner as required by the Law and the laws of the State of California, and that the amount of this 2023 Series [A][B][C] Bond, together with all other obligations of the Commission, does not exceed any limit prescribed by the Law or any laws of the State of California, and is not in excess of the amount of Bonds permitted to be issued under the Indenture.

This 2023 Series [A][B][C] Bond shall not be entitled to any benefit under the Indenture, or become valid or obligatory for any purpose, until the certificate of authentication and registration hereon endorsed have been signed by the Trustee.

DTC LEGEND

Unless this bond is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Commission or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY

TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

IN WITNESS WHEREOF, the Public Utilities Commission of the City and County of San Francisco has caused this Bond to be executed on its behalf, signed by the manual or facsimile I-4-
signatures of its General Manager and of the Controller of the City and County of San Francisco and countersigned by the manual or facsimile signature of its Secretary, all as of _________, 2023.

PUBLIC UTILITIES COMMISSION OF

THE CITY AND COUNTY OF SAN

FRANCISCO

General Manager of the Commission

Controller of the City and County of
San Francisco

Countersigned:

Secretary of the Commission

I-5-

[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION AND
REGISTRATION TO APPEAR ON THE 2023 SERIES [A][B][C] BONDS]

This Bond is one of the Bonds described in the within-mentioned Indenture, which has been authenticated and registered on the date set forth below.

U.S. BANK TRUST COMPANY, NATIONAL

ASSOCIATION,
as Trustee

Dated: , 2023

[FORM OF ASSIGNMENT]

For value received the undersigned do(es) hereby sell, assign and transfer unto the within - mentioned Registered Bond and hereby irrevocably constitute(s) and appoint(s) attorney, to transfer the same on the books of the Trustee with full power of substitution in the premises.

Dated:

SIGNATURE GUARANTEED BY:

NOTICE: Signature must be guaranteed by a member firm of the New York Stock Exchange or a Commercial Bank or Trust Company.

HDW Draft – 2/9/23

3755956.4 046531 AGMT
$[AGGREGATE PAR]

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO

WASTEWATER REVENUE BONDS

$[2023A Par]
2023 Series A
(SSIP) (Green Bonds)
$[2023B Par]
2023 Series B
(Non-SSIP)

BOND PURCHASE CONTRACT

[Pricing Date]
Public Utilities Commission of the
City and County of San Francisco
525 Golden Gate Avenue, 13th Floor
San Francisco, CA 94102
Ladies and Gentlemen:

The undersigned BofA Securities, Inc. , on its own behalf and as representative (the “Representative”) of Goldman Sachs & Co. LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Siebert Williams Shank & Co., LLC, and TD Securities (USA) LLC (collectively, the “Underwriters”), offers to enter into this Bond Purchase Contract (this “Purchase Contract”) with the Public Utilities Commission of the City and County of San Francisco (the “Commission”), which will be binding upon the Commission and the Underwriters upon acceptance hereof by the Commission. This offer is made subject to the acceptance b y the Commission by its execution of this Purchase Contract and its delivery to the Representative on or before 11:59 p.m., California time, on the date hereof and, if not so accepted, will be subject to withdrawal by the Representative upon written notice delivered to the Commission at any time prior to the acceptance of this Purchase Contract by the Commission. If the Representative withdraws this offer, or the Underwriters’ obligation to purchase the Bonds (as hereinafter defined) is otherwise terminated pursuant to Section 9(d) hereof, then and in such case the Commission shall be without any further obligation to the Underwriters, including the payment of any costs set forth under Section 11(a) hereof, and the Commission shall be free to sell the Bonds to any other party.

The Representative represents that it has been duly authorized by the other Underwriters to act hereunder on its behalf and has full authority to take such action as it may deem advisable in respect to all matters pertaining to this Purchase Contract and that the Representative has been duly authorized to execute this Purchase Contract. Any action taken under this Purchase Contract by the Representative will be binding upon all of the Underwriters.

Capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture, dated as of January 1, 2003 (the “Master Indenture”), between the Commission and -2-
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U.S. Bank Trust Company, National Association , as successor trustee (the “Trustee”), as supplemented and amended to date and as further supplemented by a Fifteenth Supplemental Indenture, dated as of [April 1], 2023 (the “ Fifteenth Supplemental Indenture ”), between the Commission and the Trustee (the Master Indenture, as supple mented, being herein referred to as the “Indenture”).

Section 1. Purchase and Sale. Upon the terms and conditions and upon the basis of the representations set forth herein, the Underwriters agree to purchase from the Commission, and the Commission hereby agrees to sell and deliver to, or for the account of, the Underwriters, all (but not less than all) of the $[2023A PAR] aggregate principal amount of Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds, 2023 Series A (SSIP) (Green Bonds) (the “ Series 2023A Bonds ”) and $[2023B Par] aggregate principal amount of Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds, 2023 Series B (Non-SSIP) (the “Series 2023B Bonds” and together with the Series 2023A Bonds, the “Bonds”). Concurrently with the closing of the Bonds, the Commission will issue its Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds, 2023 Series C (Refunding) (Green Bonds) (the “ Series 2023C Bonds ”). Closing of the Bonds is not contingent upon the issuance of the Series 2023C Bonds.

The purchase price for the Bonds shall be $[ Aggregate Purchase Price] (comprised of the purchase price of the Series 2023A Bonds in the amount of $[2023A Purchase Price], representing the principal amount of the Series 2023A Bonds, plus a premium of $[2023A Premium] and less an Underwriters’ discount in the amount of $[2023A UW Discount], and the purchase price of the Series 2023B Bonds in the amount of $[2023B Purchase Price], representing the principal amount of the Series 2023B Bonds, plus a premium of $[ 2023B Premium] and less an Underwriters’ discount of $[2023B UW Discount ]).

The Bonds shall be dated their date of delivery and shall have the maturities in principal amounts and bear interest at the rates per annum and have the prices all as set forth on Schedule I attached hereto. The Bonds shall be subject to optional and mandatory sinking fund redemption prior to maturity as shown on Schedule I. The Bonds shall be substantially in the form described in, and shall be issued and secured under and pursuant to, the Indenture. The Bonds shall be as otherwise described in the Official Statement (as hereinafter defined).

Section 2. Authorization for the Bonds; Purpose of Issue. T he Commission has the authority to issue the Bonds under Sections 9.109 of the Charter (the “ Charter”) of the City and County of San Francisco (the “ City”), and pursuant to Ordinance No. [___] of the Board of Supervisors of the City (the “ Board of Supervisors ”) passed by two -thirds vote on [Ordinance Date] (the “Ordinance”), and Resolution No. 23-[____], adopted by the Commission on _______, 2023 (the “Commission Resolution”).

The Series 2023A Bonds are being issued to (i) refund a portion of the Commercial Paper Notes issued to finance certain capital projects benefiting the Enterprise from the Sewer Syst em Improvement Program (the “SSIP”), [(ii) fund capitalized interest with respect to the 2023A Bonds through October 1, 20__,] and (iii) pay the costs of issuance of the 2023A Bonds. The Series 2023B Bonds are being issued to (i) refund all or a portion of the Commission’s outstanding [Wastewater Revenue Bonds, 2013 Series A (the “Series 2013A Bonds”) and] Wastewater Revenue Bonds, -3-
3755956.4 046531 AGMT
2013 Series B (the “ Series 2013B Bonds ” [and, together with the Series 2013A Bonds, the “Refunded Bonds”)]), (ii) refund a portion of Commercial Paper Notes issued to finance certain capital projects benefiting the Enterprise, [(iii) fund capitalized interest with respect to the Series 2023B Bonds through October 1, 20__,] and (iv) pay the costs of issuance of the 2023B Bonds.

Section 3. Public Offering. It shall be a condition to the obligations of the Underwriters to purchase, accept delivery of and pay for the Bonds that the entire principal amount of the Bonds be sold and delivered by the Commission to the Underwriters. The Underwriters intend to make a bona fide public offering of all the Bonds, at prices not in excess of the prices as set forth in Schedule I hereto (subject in all respects to the provisions of Section 8 hereof). The Underwriters will provide, consistent with the requirements of the Municipal Securities Rulemaking Board (the “MSRB”) Rule G-32, for the delivery of a copy of the Official Statement to each customer who purchases a Bond during the Underwriting Period (as hereinafter defined). The Underwrite rs further agree that it will comply with applicable laws and regulations, including without limitation Rule 15c2- 12 and MSRB Rule G -17, in connection with the offering and sale of the Bonds.

Subsequent to the initial public offering, the public offering prices of the Bonds may change as determined by the Underwriters to be necessary in connection with the marketing of the Bonds.

Section 4. Delivery of Official Statement. Prior to the date hereof, the Commission has provided to the Underwriters for review a form of the preliminary official statement relating to the Bonds dated [POS Date] (including the cover page and appendices thereto (the “Preliminary Official Statement”), which, as of its date, a representative of the Commission on behalf of the Commission deemed final for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 ( “Rule 15c2-12”), except for certain information permitted to be omitted therefrom by Rule 15c2-12. By its acceptance of this offer, the Commission hereby ratifies and consents to the use and distribution by the Underwriters of the Preliminary Official Statement in connection with the public offering and sale of the Bonds, and the Commission has authorized the delivery of a final official statement relating to the Bonds dated the date hereof (both in print or electronic form) which will consist of the Preliminary Official Statement and all information previously permitted to have been omitted by Rule 15c2-12.

The Commission hereby acknowledges that the Preliminary Official Statement has been made available to investors on the internet at ImageMasters’ website at www.MuniOS.com. The Commission hereby agrees to deliver or cause to be delivered to the Underwriters within seven (7) Business Days of the date hereof and in sufficient time to accompany any orders or confirmations from the Underwriters that request payment from any customers, the final official statement (including all information permitted to be omitted by Rule 15c2-12 and any amendments or supplements to such official statement as have been approved by the Commission and the Representative) (the “Official Statement” ) in “the designated electronic format” (as defined in Rule G-32 of the MSRB, to enable the Underwriters to comply with the rules of the Securities and Exchange Commission (the “SEC”) and the MSRB. The Commission hereby approves of the use and distribution by the Underwriters of the Official Statement in connection with the offer and sale of the Bonds. At the time of or prior to the Closing Date (as hereinafter defined), the Representative shall file a copy of the Official Statement with the MSRB or its designee (including the MSRB’s Electronic Municipal Market Access system (“EMMA”)) or with any other repository -4-
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approved from time to time by the SEC (either in addition to or in lieu of the filings referred to above).

The Commission will deliver the Continuing Disclosure Certificate substantially in the form set forth in the Preliminary Official Statement (the “Continuing Disclosure Certificate”) on the Closing Date. The form of the Continuing Discl osure Certificate will also be set forth in the Official Statement.

Section 5. The Closing. At ______ a.m., California time, on [Closing Date] or at such other time or on such other date as the Commission and the Representative may agree (the “Closing Date”), the Commission shall deliver, or cause to be delivered to or for the account of the Underwriters, through the Fast Automated Securities Transfer (“ FAST”) delivery system of The Depository Trust Company ( “DTC”), the Bonds in book- entry eligible form, duly executed and authenticated, and registered in the name of Cede & Co., as nominee of DTC. Concurrently with the delivery of the Bonds to the Representative, the Commission will deliver the documents hereinafter mentioned at the offices of Jones Hall, A Professional Law Corporation (together with Alexis S. M. Chiu, Esq., “Co-Bond Counsel”), in San Francisco, California, or another place to be mutually agreed upon by the Commission and the Representative. The Underwriters shall accept such delivery and pay the purchase price for the Bonds set forth in Section 1 by federal funds wire transfer in immediately available funds to the order of the Trustee for the account of the Commission. This payment for, and delivery of, the Bonds, together with the delivery of the aforementioned documents, is herein called the “Closing.” The Representative shall order CUSIP identification numbers and the Commission shall cause such CUSIP identification numbers to be printed on the Bonds; provided, that neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriters to accept the Bonds.

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 department of the City and County of San Francisco duly organized and validly existing pursuant to its Charter and the Constitution and laws of the State, with full authority to: (i) adopt the Commission Resolution; (ii) execute and deliver the Master Indenture, the Fifteenth Supplemental Indenture, the Escrow Agreement, dated as of [April 1, 2023] (the “Escrow Agreement”), by and between the Commission and U.S. Bank Trust Company, National Association, as escrow agent (the “Escrow Agent”), the Continuing Disclosure Certificate and this Purchase Contract; (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 absence of which would materially adversely affect the due performance by the Commission of, its respective obligations under the Bonds, this Purchase Contract, the Escrow Agreement and the Indenture have been duly obtained or when required for future performance are expected to be obtained, except for 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. -5-
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(b) Accuracy and Completeness of the Preliminary Official Statement and Official Statement. The information in the Preliminary Official Statement, as of its date was and as of the date hereof is, 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 the 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 amount, principal amount per maturity, delivery dates, or other terms of the Bonds depending on such matters, (ii) DTC and the book- entry only system, (iii) any CUSIP numbers and (iv) information provided by the Underwriters , or bond insurers, if any, for inclusion in the Preliminary Official Statement or Official Statement, including without limitation information regarding the prices and yields of the Bonds and under the caption “UNDERWRITING.”
(c) Amendment of Official Statement. 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 Orrick, Herrington & Sutcliffe LLP (“Disclosure Counsel”) 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 or the Commission, such event, fact or condition requires the preparation and 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 Underwriters may from time to time reasonably request in writing prior to the End of the Underwriting Period. (d) 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 of California or the United States, or any agency or department of either, or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other 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, in any such case to the extent that -6-
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the same would have a material and adverse effect upon the business or 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 sta tute 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. (e) No Other Bond Issues or Debt . Other than the Series 2023C Bonds and commercial paper notes, between the time of acceptance hereof and the Closing Date, the Commission will not, without prior written notice to the Representative, issue any bonds or securities or incur any other indebtedness secured by the Revenues. (f) 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 board 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 , this Purchase Contract 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 Enterprise (as defined in the Indenture) , Net Revenues or the consummation of the transactions contemplated by this Purchase Contract or contesting in any way the completeness, accuracy or fairness of the Official Statement. The Commission shall advise the Representative promptly of the institution o f any proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of the Preliminary Official Statement or the Official Statement in connection with the offering, sale or distribution of the Bonds.
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(g) 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 Underwriters may reasonably request in order to qualify the Bonds for offer and sale under the Blue S ky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriters may designate; provided, however, that the Commission will not be required to execute a special or general consent to service of pro cess or qualify as a foreign corporation in connection with any such qualification in any jurisdiction.
(h) Continuing Disclosure. Based on a review of its previous undertakings and except as described in the Preliminary Official Statement and 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.
(i) Valid and Binding Obligations . This Purchase Contr act, the Escrow Agreement, Fifteenth Supplemental Indenture 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 bin ding obligations of the Commission (except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization and similar law affecting creditors rights generally and general principals of equity). 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.
(j) Financial Statements. The financial statements of the Commission for the years ended June 30, 2022 and June 30, 2021 fairly represent the receipts, expenditures, assets, liabilities and cash balances of such amounts and, insofar as presented, other funds of the Commission as of the dates and for the periods therein set forth. Except as disclosed in the Official Statement or otherwise disclosed in writing to the Representative, there has not been any materially adverse change in the financial condition of the Commission or in its operations since the date of such financial statements and there has been no occurrence, circumstance or combination thereof which is reasonably expected to result in any such materially adverse change. The financial statements of the Commission are public documents and the Commission has not requested nor did the Commission obtain permission from KPMG LLP, independent certified public accountants , to include the financial statements of the Commission for the years ended June 30, 2022 and June 30, 2021 in the Preliminary Official Statement or the Official Statement.

Section 7. Representations, Warranties and Agreements of the Underwriter s. The Underwriters represent, warrant and agree with the Commission that:
(a) The Representative has been duly authorized to enter into this Purchase Contract.
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(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 all SEC and MSRB rules applicable to the offering, sale and delivery of the Bonds to ultimate purchasers. (d) The Underwriters shall comply with the Commission’s policy and practice that the Commission shall not pay, and the Underwriters sh all 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 indu stry related fees that are required to be paid solely by the Underwriters.

Section 8. Establishment of “Issue Price” of Bonds.
(a) The Representative, on behalf of the Underwriters, agrees to assist the Commission in establishing the “issue price” of the Bonds and shall execute and deliver to the Commission on or before the Closing Date an “issue price” or similar certificate, together with supporting pricing wires or equivalent communications, substantially in the form attached hereto as Appendix C, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Representative, the Commission and Co- Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Commission under this Section 8 to establish the issue price of the Bonds may be taken on behalf of the Commission by the Commission’s Co-Municipal Advisors identified herein and any notice or report to be provided to the Commission may be provided to the Commission’s Co-Municipal Advisors. (b) With respect to Bonds of those maturities as to which at least 10% of the Bonds of the maturity has been sold to the public (defined in subsection (f) below) at a single pr ice (the “10% test”), based on reporting by the Representative to the Commission on the date hereof and prior to the execution of this Purchase Contract, which maturities are indicated in Schedule I attached hereto as having satisfied the 10% test (the “10% Test Maturities”), the Commission will treat the first price at which 10% of each such maturity of the Bonds was sold to the public as the issue price of that maturity. With respect to Bonds of those maturities as to which the 10% test has not been satisfied, based on reporting by the Representative to the Commission on the date hereof and prior to the execution of this Purchase Contract, which maturities are indicated in Schedule I attached hereto as being subject to the “hold-the-offering- price rule,” defined below (the “Hold-the-Offering-Price Maturities”), the Representative and the Commission agree that the rules in paragraph (c) below shall apply. For purposes of this section, for Bonds maturing on the same date but having different interest rates, each separate CUSIP number for such Bonds is subject to the 10% test or subsection (c) below, as the case may be, as if such separate CUSIP number were a separate maturity. (c) With respect to the Hold- the-Offering-Price Maturities, the Representative confirms that the Underwriters have offered the Bonds to the public on or before the date of this Purchase Contract at the offering price or prices (the “ initial offering price”), or at the corresponding yield or yields, set forth in Schedule I attached hereto, except as otherwise set -9-
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forth therein. Schedule I also sets forth, as of the date of this Purchase Contract, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Commission and the Representative, on behalf of the Underwriters, agrees that the restrictions set forth in the next sentence shall apply (the “hold-the-offering-price rule”). So long as the hold-the-offering- price rule remains applicable to any maturity of the Bonds, the Underwriters will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(i) the close of the fifth (5
th) business day after the sale date; or
(ii) the date on which the Underwriters have sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
(d) The Commission acknowledges that, in making the representations set forth in this subsection (d), the Representative will rely on (i) the agreement of each Underwriter to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to co mply with the hold -the-offering-price rule, if applicable to the Bonds, as set forth in an agreement among underwriters and the related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of the Bonds to th e public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event that an Underwriter is a party to a retail or other third-party distribution agreement that was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker- dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold- the- offering-price rule, as set forth in the retail or other third- party distribution agreement and the related pricing wires. The Commission further acknowledges that each Underwriter shall be solely liable for its failure to comply with its agreement regarding the requirement for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, and that no Underwriter shall be liable for the failure of any other Underwriter, or of any dealer who is a member of a selling group, or of any broker- dealer that is a party to a retail or other third- party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds. (e) The Representative confirms that:
(i) any agreement among underwriters, any selling group agreement and each retail or other third-party distribution agreement (to which the Representative is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter, each dealer who is a member of the selling group and each broker-dealer that is a party to such retail or other third- party distribution agreement, as applicable:
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(A) to promptly notify the Representative of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below); and (B) to acknowledge that, unless otherwise advised by the Underwriter, dealer or broker-dealer, the Represen tative shall assume that each order submitted by the Underwriter, dealer or broker-dealer is a sale to the public.
(ii) any agreement among underwriters and any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter or dealer that is a party to a retail or other third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such retail or other third-party distribution agreement to comply with the hold-the -offering-price rule, if applicable, in each case if and for so long as directed by the Representative or the Underwriter and as set forth in the related pricing wires. (f) The Underwriters acknowledge that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this subsection (f). Further, for purposes of this subsection (f):
(i) “public” means any person other than an underwriter or a related party to an underwriter,
(ii) “underwriter” means (A) any person that agrees pursuant to a written contract with the Commission (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a retail or other third-party distribution agreement participating in the initial sale of the Bonds to the public),
(iii) a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and
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(iv) “sale date” means the date of execution of this Purchase Contract by all parties.

Section 9. 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 a s of the Closing Date. The obligations of the Underwriters under this Purchase Contract are and shall be subject to the following conditions:
(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, this Purchase Contract, the Escrow Agreement, the Continuing Disclosure Certificate and the Official Statement 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 unreaso nably withheld); and (ii) the Commission shall perform or have performed all of its obligations required under or specified in this Purchase Contract, the Escrow Agreement, the Official Statement and the Indenture 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 or this Purchase Contract. (d) Termination Events . The Representative may terminate this Purchase Contract by notification in writing to the Commission from the Representative, 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 the amendment or supplement, in the reasonable judgment of the Representative, would materially adversely affect the market for the Bonds, 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 p ending 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 -12-
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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 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 ; 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 provisi on 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, a s 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 has occurred; or
(viii) the ratings on the Bonds or any other debt obligations secured by Net Revenues of the Enterprise shall have been downgraded or withdrawn or the subject of an official notice as to a possible downgrading (such as being placed on -13-
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“credit watch” or “negative outlook”) subsequent to the date of this Purchase Contract by one of the rating agencies rating the Bonds; 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 (or any escalation thereof).

The termination of this Purchase Contract pursuant to this Section 9(d) by the Underwriters with respect to the Bonds shall not prohibit the Commission from selling such Bonds to any other underwriter.
(e) Closing Documents. At or prior to the Closing, the Representative shall receive with respect to the Bonds (unless the context otherwise ind icates) the following documents, in each case satisfactory in form and substance to the Representative:
(1) Approving Authorizations. Certified copies of the Ordinance and Commission Resolution.
(2) Bond Documents. An executed copy of the Master Indent ure and executed originals of the Fifteenth Supplemental Indenture, the Escrow Agreement, the Continuing Disclosure Certificate and this Purchase Contract. (3) Final Opinion. An approving opinion or opinions of Co-Bond Counsel, dated the Closing Date, and substantially in the form attached to the Official Statement, and a letter of such counsel addressed to the Underwriters to the effect that such opinion may be relied upon by the Underwriters to the same extent as if it had been addressed to them.
(4) Supplemental Opinion. A supplemental opinion or opinions of Co- Bond Counsel addressed to the Commission and the Underwriter, dated the Closing Date, to the following effect:
(i) The statements contained in the Official Statement under the captions “T HE 2023ABC BONDS,” “ SECURITY FOR THE BONDS,” “ TAX MATTERS,” APPENDIX A—“SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE,” and APPENDIX C—“P ROPOSED F ORM OF OPINION OF CO- BOND COUNSEL,” insofar as such statements purport to summarize certain provisions of the Bonds, the Indenture, and the opinion of Co-Bond Counsel are 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. (iii) This Purchase Contract has been duly executed and delivered by the Commission and constitutes the valid and binding agreement of the Commission.
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(5) Defeasance Opinion. A defeasance opinion of Co-Bond Counsel with respect to the [Series 2013B Bonds/the Refunded Bonds]. (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 Underwriters, 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 the Official Statement were discussed, no information came to such counsel’s attention which caused such counsel to believe that the Preliminary Official Statement, as of its date, or the Official Statement, as of its date and as of the Closing Date (except for the financial, statistical or economic data or forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions or expressions of opinion, CUSIP numbers (or other identification numbers, if applicable), any information regarding DTC and its book-entry system, and any information contained in Appendices included therein (other than Appendix D), and any information incorporated by reference therein, as to which no opinion or view need be expressed) contained any untrue statement of a material fact or omitted 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.
(6) 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. (7) Certificate of the Trustee and Escrow Agent. A certificate of U.S.

Bank Trust Company, National Association, as Trustee and Escrow Agent (referred to collectively in the capacity of Trustee and Escrow Agent, as “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 -15-
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the Escrow Agreement (together, the “ U.S. Bank Documents ”) and to perform its obligations thereunder and to authenticate the Bonds. (ii) U.S. Bank has accepted the duties and obligations imposed on it by the U.S. Bank Documents.
(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 U.S. Bank Documents to be undertaken by the U.S. Bank.
(iv) Compliance with the terms of the U.S. Bank Documents 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 the 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 U.S. Bank Documents or the Bonds, or contesting the powers of U.S. Bank or its authority to enter into and perform its obligations under the U.S. Bank Documents or the Bonds, wherein an unfavorable decision, ruling or finding would adversely affect the validity of the Bonds or the U.S. Bank Documents.
(8) Opinion of Counsel to the Trustee and Escrow Agent . An opinion of counsel to U.S. Bank addressed to the Commission and the Underwriters, dated the Closing 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 U.S. Bank Documents and to authenticate the Bonds and the full legal power and authority to own its properties and to carry on its business. -16-
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(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 U.S. Bank Documents and the authentication of the Bonds or the consummation by the U.S. Bank of the transactions contemplated in the U.S. Bank Documents 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 U.S. Bank Documents and the authentication of the Bonds by U.S. Bank and performance by U.S. Bank of its obligations thereunder will not conf lict 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 U.S. Bank or the Bonds.
(9) Tax Certificate.

Tax Certificate of the Commission, dated the Closing
Date, in form satisfactory to Co-Bond Counsel.
(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 pursuant to Section 53583 of the Government Code and Section 8855(g) of the Government Code.
(11) Rating Letters for the Bonds. Rating letters of Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business ( “S&P”), evidencing that such rating agencies have assigned their municipal bond ratings of “___” and “___,” respectively.
(12) Opinion of the City Attorney. An opinion of the City Attorney addressed to the Underwriters, dated the Closing Date, in substantially the form attached hereto as Appendix B.
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(13) Blue Sky Memorandum. A copy of the Blue Sky Memorandum with respect to the Bonds, prepared by Hawkins, Delafield & Wood LLP, counsel to the Underwriters (“Underwriters’ Counsel”).
(14) Opinion of the Underwriters’ Counsel. The opinion of Underwriters’ Counsel, dated the Closing Date and addressed to the Underwriters, in form satisfactory to the Underwriters.
(15) Verification Report. A verification report of _____, certified public accountants, as described in the Official Statement.
(16) Green Bonds Certification . An executed certificate of Climate Bonds Initiative (“CBI”) (a) confirming that the Series 2023A Bonds have been certified under the Climate Bonds Standard Water Sector Criteria (the “Green Bond Certification”), (b) confirming that, with respect to the information set forth in its certification as described in the Green Bond Certification, nothing has occurred that would lead CBI to conclude that the assumptions in the Green Bond Certification are no longer reasonable or that the information, conclusions and forecasts in the Green Bond Certification s hould not be relied upon, and (c ) certifying as to the accuracy of the information under the caption “GREEN BONDS DESIGNATION AND CLIMATE CERTIFICATION” in the Preliminary Official Statement and the Official Statement.
(17) Additional Documents. Such legal opinions, additional certificates, 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, unless waived by the Representative , 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 11 hereof.

Section 10. 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 $ [Good Faith Deposit] (the “Good Faith Deposit”). At the Closing, the Good Faith Deposit will be applied t owards and deducted from the aggregate net purchase 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 9 hereof), the Commission may retain such Good Faith Deposit as and for -18-
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liquidated damages for such failure by the Underwriters. 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 Underwriter s 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. 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 this offer by the Commission shall constitute a waiver of any right the Commission may have to additional damages from the Underwriters. 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 t hat the Commission would sustain in the event of the Underwriter’s 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 Bonds 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 9 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 Underwriters, this Purchase Contr act shall terminate, and neither party shall have any further obligations hereunder.

Section 11. Expenses.
(a) Commission. The 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 the Trustee and counsel to the Trustee in connection with the issuance of the Bonds; (3) the fees and disbursements of Co-Bond Counsel and Disclosure Counsel and of Montague DeRose and Associates, LLC and Backstrom McCarley Berry & Co., LLC, as Co-Municipal Advisors to the Commission, CBI , as green bonds certifier , and any other experts or consultants retained by the Commission in connection with the transactions contemplated hereby; (4) fees of the verification agent and (5) the costs related to obtaining ratings. -19-
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(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; (3) California Debt and Investment Advisory Commission fees; (4) 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 Underwriter, including Underwriter ’s Counsel, the fees and charges of the CUSIP Bureau and the MSRB; and (5) the fees of Digital Assurance Certification, L.L.C. for a continuing disclosure compliance review. Certain expenses of the Underwriters may be included in the expense component of the Underwriters’ discount. In addition, the Commission agrees to reimburse the Underwriters for any expenses incurred by the Underwriter s on behalf of the Commission’s employees and representatives which are in connection with this Purchase Contract, including, but not limited to, meals, transportation and lodging of those employees and representatives, which expenses, if any, will be included in the expense component of the Underwriter’s discount. The Underwriter s agree to provide the Commission with a detailed itemization of any such expenses incurred on behalf of Commission employees or representatives prior to the Closing Date. [ Notwithstanding that the California Debt and Investment Advisory Commission fees are solely the legal obligation of the Underwriters , the Commission agrees to reimburse the Underwriters for such fees.]

Section 12. City Contracting Requirements . The provisions set forth in Appendix A , attached hereto, are incorporated herein by this reference.

Section 13. Notices. Any notice or other communication to be given under this Purchase Contract to the Commission or 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/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
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If to the Representative:

BofA Securities, Inc.
315 Montgomery Street, 1st Floor
San Francisco, California 94104
Attention: [______]
Telephone: [_____]
Fax: [_____]
Section 14. 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 Comm ission’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 Underwriter, (b) delivery of and payment for the Bonds hereunder, and (c) any termination of this Purchase Contract.

Section 15. 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 16. Mutual Reliance on Representations and Warranties. The Commission hereby acknowledges that the Underwriter s, in causing the 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 17. 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 18. 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 the City and County of San Francisco Superior Court, San Francisco, California; provided, that the Commission may waive the requirement of venue.
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Section 19. 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 officers 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 or any political subdivision thereof, including the City, is pledged to the obligations of the Commission hereunder.

Section 20. 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, the Underwriters are 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 Underwriter s 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), (iv) the only obligations the Underwriters have to the Commission with respect to the transaction contemplated hereby expressly are set f orth in this Purchase Contract, and (v) 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. T he Underwriters are not acting as a Municipal Advisor 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.
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Very truly yours,
BOFA SECURITIES, INC., as Representative

By: ___________________________________
Name:

Title:

Accepted as of the date first stated above:

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By:_________________________________
Name:

Title:

Approved as to Form:

DAVID CHIU
City Attorney
By:_________________________________
Mark D. Blake, Deputy City Attorney

[Signature Page to Wastewater Revenue Bonds 2023 Series A and 2023 Series B Bond Purchase Contract]

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SCHEDULE I

TO THE PURCHASE CONTRACT

MATURITY SCHEDULE
$[2023A PAR]
2023 SERIES A
(SSIP) (Green Bonds)

Maturity Date
(October 1)
Principal
Amount
Interest
Rate
10% Test
Satisfied
Subject to
Hold-the-
Offering Price
Rule

* Term Bonds; subject to mandatory sinking fund redemption.

C Priced to the par call date of October 1, 20__.

Optional Redemption of 2023 Series A Bonds . The 2023 Series A Bonds 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 ________ 1, 20__, from such maturities or portions of maturities as are determined by the Commission and by lot within any one maturity, at a redemption price equal to 100% of the principal amount of the 2023 Series A Bonds to be redeemed, plus accrued interest thereon to the date fixed for redemption, without premium.

Mandatory Sinking Fund Redemption of 2023 Series A Bonds. The 2023 Series A Bonds maturing on October 1, 20__ (the “ 2023 Series A Term Bonds (20__) ”), are further subject to redemption prior to their stated maturity, and payable from the 2023 Series A Sinking Fund Account, on each October 1 on and after October 1, 20__, by lot within any such maturity if less than all of the 2023 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 2023 Series A Term Bonds (20__) are subject to mandatory redemption on October 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 2023 Series A Term Bonds (20__) prior to maturity as described above):

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Redemption Date
(October 1) Principal Amount

*
*Maturity.

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MATURITY SCHEDULE
$[2023B PAR]
2023 SERIES B
(Non-SSIP)

Maturity Date
(October 1)
Principal
Amount
Interest
Rate
10% Test
Satisfied
Subject to
Hold-the-
Offering Price
Rule

* Term Bonds; subject to mandatory sinking fund redemption.

C Priced to the par call date of October 1, 20__.

Optional Redemption of 2023 Series B Bonds. The 2023 Series B Bonds 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 _______ 1, 20__, from such maturities or portions of maturities as are determined by the Commission and by lot within any one maturity, at a redemption price equal to 100% of the principal amount of the 2023 Series B Bonds to be redeemed, plus accrued interest thereon to the date fixed for redemption, without premium.

Mandatory Sinking Fund Redemption of 2023 Series B Bonds. The 2023 Series B Bonds maturing on October 1, 20__ (the “ 2023 Series B Term Bonds (20__) ”), are further subject to redemption prior to their stated maturity, and payable from the 2023 Series B Sinking Fund Account, on each October 1 on and after October 1, 20__, by lot within any such maturity if less than all of the 2023 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 2023 Series B Term Bonds (20__) are subject to mandatory redemption on October 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 2023 Series B Term Bonds (20__) prior to maturity as described above):

Redemption Date
(October 1) Principal Amount

*
*Maturity.

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APPENDIX A

CITY CONTRACTING PROVISIONS

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. Nondiscrimination; 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 comp ly 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. MacBride Principles— Northern Ireland. The provisions of San Francisco Administrative Code §12F are incorporated by this reference and made part of this Purchase Contract. By ent ering 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.

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4. Alcohol and 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 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. Compliance 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 Franci sco 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 its obligations under section 1.126 of the City’s Campaign and Governmental Conduct Code, which prohibits any person who contracts with, or is seeking a contract with, any department of 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 for a grant, loan or loan guarantee, or for a development agreement, from making any campaign contribution to (1) a City elected official if the contract must be approved by that official, a board on which that official serves, or the board of a state agency on which an appointee of that official serves, (2) a candidate for that City elective office held by such individual, or (3) a committee controlled by such elected official or a candidate for that office, at any time from the submission or a proposal for the contract until the later of either the termination of negotiations for such contract or twelve months after the date the City approves the contract. 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 10 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 certifies that it has informed each such person of the limitation on contributions imposed by Section 1.126 by the time it submitted a proposal for such contract and has provided the names of the persons required to be informed to the City department with whom it is contracting.

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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 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. Prohibition 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, e ach 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 may have access to the City’s proprietary 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. Consideration 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

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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 extent 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.

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 entering 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. The 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 Requirements. 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.

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17. Cooperative Drafting . This 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-Sweetened 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. Each Underwriter must comply with all of the provisions of the First Source Hiring Program, Chapter 83 of the San Francisco Administrative Code, that apply to this Purchase Contract, and each Underwriter is subject to the enforcement and penalty provisions in Chapter 83.

20. Laws Incorporated 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.”

21. Prevailing Wages. Services to be performed by the Underwriter s under this Agreement may involve the performance of trade work covered by the provisions of Section

6.22(e) of the Administrative Code or Section 21C (collectively, “Covered Services”). The provisions of Section 6.22(e) and 21C of the Administrative Code are incorporated as provisions of this Agreement as if fully set forth herein and will apply to any Covered Services performed by each Underwriter.

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APPENDIX B

FORM OF CITY ATTORNEY OPINION
[Closing Date]
Public Utilities Commission
of the City and County of San Francisco
San Francisco, California
Board of Supervisors
of the City and County of San Francisco
San Francisco, California
RE: $[Aggregate Principal Amount] Public Utilities Co mmission of the City and County of San Francisco
Wastewater Revenue Bonds, 2023 Series A and 2023 Series B Ladies and Gentlemen:

This office has acted as counsel to the Public Utilities Commission of the City and County of San Francisco (“Commission”) with respect to the issuance of its $[Aggregate Principal Amount] aggregate principal amount of Wastewater Revenue Bonds comprised of $[2023A Par] aggregate principal amount of 2023 Series A (SSIP) (Green Bonds) and $[2023B Par] aggregate principal amount of 2023 Series B (Non-SSIP) (collectively, the “Bonds”). The Bonds are being issued pursuant to the Constitution and the laws of the State of California, the Charter of the City and County of San Francisco (“City”), and a Fifteenth Supplemental Indenture, between the Commission and U.S. Bank Trust Company, National Association, as successor trustee (“Trustee”), dated as of [April] 1, 2023, supplementing the Original Indenture, dated as of January 1, 2003, between the Commission and the Trustee, as successor trustee, as amended and supplemented to date (collectively, the “Indenture”). All capitalized terms not otherwise defin ed herein shall have the meanings ascribed to such terms in the Indenture.

In connection therewith, the undersigned has examined such documents, certificates and instruments as the undersigned deemed necessary for the purposes of this opinion, including, but not limited to, the Indenture, the Purchase Contract, dated _____, 2023 (the “Purchase Contract”), by and between the Commission and BofA Securities, Inc. , as representative of the underwriters named therein, the Escrow Agreement, by and between the Commission and the Trustee, the Continuing Disclosure Certificate of the Commission, as executed and delivered on the date of delivery of the Bonds (“Continuing Disclosure Certificate”), Resolution No. 23- ______ of the Commission adopted on ____, 2023 (“Commission Resolution”), Ordinance No. [___] of the Board of Supervisors of the City (the “Board of Supervisors”) passed by a two-thirds vote on [____]; and signed by the Mayor on [______] (“City Ordinance”).

In reviewing the documents and matters referred to above, the undersigned has not undertaken to verify independently and has assumed the accuracy of the factual matters represented, warranted or certified therein. The undersigned has examined the Charter of the City.

The opinions expressed herein are based on an analysis of existing laws, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities. Such opinions

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may be affected by actions taken or omitted or events occurring after the date hereof. We hav e not undertaken to determine, or to inform any person, whether any such actions are taken or omitted or events do occur or any other matters come to our attention after the date hereof. We disclaim any obligation to update this opinion. We have assumed the genuineness of all documents and signatures presented to us (whether as originals or as copies) and the due and legal execution and delivery thereof by, and validity against, any parties other than the Commission. In addition, we call attention to the fact that the rights and obligations under the Indenture, the Bonds and the Escrow Agreement and their enforceability may be subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against cities and counties in the State of California. We express no opinion with respect to any indemnification, contribution, penalty, choice of law, choice of forum, choice of venue, waiver or severability provisions contained in the foregoing documents.

Based upon and subject to the foregoing, the undersigned is of the opinion that:

1. The Commission is duly organized and validly existing as a commission of the City under and pursuant to the Charter of the City.

2. The Commission Resolution and City Ordinance were duly passed at meetings of the Commission and the Board of Supervisors , respectively. The meetings were called and held pursuant to law, with all public notice required by law and at which a quorum was present and acting throughout. The Commission Resolution and City Ordinance are in full force and effect, as of the date hereof, and have not been modified, amended or rescinded since their approval date.

3. To the best of the undersigned’s knowledge, no action, suit, proceeding, inquiry or investigation, at law or in equity before or by any court, governmental agency, public board or body, is pending or threatened against the Commission to restrain or enjoin the issuance of the Bonds, or in any way contesting the validity of the Indenture, Continuing Disclosure Certificate, the Escrow Agreement, the Purchase Contract, the City Ordinance or the City Resolution.

4. There is no litigation pending, with service of process having been accomplished, questioning the existence of the City or the Commission, or contesting the power of the Commission to fix water rates and charges, or in any way contesting or affecting (i) the proceedings under which the Bonds are to be issued, (ii) the validity of the Bonds or the validity of the Indenture, (iii) the pledge of Revenues by the Commission under the Indenture or (iv) the title to the office of the present members of the Board of Supervisors or the Commission; nor are there suits or claims against the City or the Commission which would materially impair the ability of the Commission to pay principal or interest on the Bonds when due.

5. The Indenture, Continuing Disclosure Certificate, the Escrow Agreement and the Purchase Contract have been duly authorized, executed and delivered by the Commission, and constitute valid and binding agreements of the Commission enforceable in accordance with their respective terms.

6. To the best of the undersigned’s knowledge, except as otherwise disclosed in the Preliminary Official Statement and the Official Statement, neither the execution nor the delivery by the Commission of the Indenture, the Escrow Agreement, the Continuing Disclosure Certificate or the 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,

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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 the Purchase Contract.

This letter is furnished for the benefit of the above -addressed parties, and is not intended to, and shall not, be relied upon by anyone other than the above -addressees. This letter shall not be circulated, quoted or otherwise referred to or relied upon for any other purpose or by any other person. The City Attorney does not undertake any obligation to update this letter. Other than the Commission and the City, no attorney-client relationship has existed or exists between this office and any other party.

Very truly yours,

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APPENDIX C

ISSUE PRICE CERTIFICATE
The undersigned, on behalf of BofA Securities, Inc., on its own behalf and as representative (the “Representative”) of Goldman Sachs & Co. LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Siebert Williams Shank & Co., LLC, and TD Securities (USA) LLC (together, the “Underwriting Group”), to the extent set forth herein, hereby certifies as set forth below with respect to the sale and issuance of the Public Utilities Commission of the City and County of San Francisco, San Francisco Wastewater R evenue Bonds, 2023 Series A (SSIP) (Green Bonds) and $[2023B Par] aggregate principal amount of Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds, 2023 Series B (Non -SSIP) (collectively, the “Bonds”).

1. Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A. The “10% Rule Used” box is checked for each such Maturity in Schedule A.

2. Defined Terms.
(a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “General Rule Maturities.”
(b) Issuer means the Public Utilities Commission of the City and County of San Francisco.
(c) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities.
(d) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term “related party” for purposes of this certificate means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (e) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is [Pricing Date]. (f) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).

The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents the Representative’s interpretation of any laws, including specifically

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Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate with respect to the Bonds and with respect to compliance with the federal income tax rules affecting the Bonds, and by Jones Hall, A Professional Law Corporation and Alexis S. M. Chiu, Esq., in connection with rendering their respective opinions that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.

The representations set forth herein are not necessarily based on personal knowledge and, in certain cases, the undersigned is relying on representations made by the other members of the Underwriting Group.

BOFA SECURITIES, INC., as Representative

By: __________________________________
Name:

Title:

Dated: [Closing Date]

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SCHEDULE A

SALE PRICES OF THE GENERAL RULE MATURITIES
(Attached)

HDW Draft – 2/9/23

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$[AGGREGATE PAR]

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO

WASTEWATER REVENUE BONDS

$[2023A Par]
2023 Series A
(SSIP) (Green Bonds)
$[2023B Par]
2023 Series B
(Non-SSIP)

BOND PURCHASE CONTRACT

[Pricing Date]
Public Utilities Commission of the
City and County of San Francisco
525 Golden Gate Avenue, 13th Floor
San Francisco, CA 94102
Ladies and Gentlemen:

The undersigned BofA Securities, Inc. , on its own behalf and as representative (the “Representative”) of Goldman Sachs & Co. LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Siebert Williams Shank & Co., LLC, and TD Securities (USA) LLC (collectively, the “Underwriters”), offers to enter into this Bond Purchase Contract (this “Purchase Contract”) with the Public Utilities Commission of the City and County of San Francisco (the “Commission”), which will be binding upon the Commission and the Underwriters upon acceptance hereof by the Commission. This offer is made subject to the acceptance b y the Commission by its execution of this Purchase Contract and its delivery to the Representative on or before 11:59 p.m., California time, on the date hereof and, if not so accepted, will be subject to withdrawal by the Representative upon written notice delivered to the Commission at any time prior to the acceptance of this Purchase Contract by the Commission. If the Representative withdraws this offer, or the Underwriters’ obligation to purchase the Bonds (as hereinafter defined) is otherwise terminated pursuant to Section 9(d) hereof, then and in such case the Commission shall be without any further obligation to the Underwriters, including the payment of any costs set forth under Section 11(a) hereof, and the Commission shall be free to sell the Bonds to any other party.

The Representative represents that it has been duly authorized by the other Underwriters to act hereunder on its behalf and has full authority to take such action as it may deem advisable in respect to all matters pertaining to this Purchase Contract and that the Representative has been duly authorized to execute this Purchase Contract. Any action taken under this Purchase Contract by the Representative will be binding upon all of the Underwriters.

Capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture, dated as of January 1, 2003 (the “Master Indenture”), between the Commission and -2-
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U.S. Bank Trust Company, National Association , as successor trustee (the “Trustee”), as supplemented and amended to date and as further supplemented by a Fifteenth Supplemental Indenture, dated as of [April 1], 2023 (the “ Fifteenth Supplemental Indenture ”), between the Commission and the Trustee (the Master Indenture, as supple mented, being herein referred to as the “Indenture”).

Section 1. Purchase and Sale. Upon the terms and conditions and upon the basis of the representations set forth herein, the Underwriters agree to purchase from the Commission, and the Commission hereby agrees to sell and deliver to, or for the account of, the Underwriters, all (but not less than all) of the $[2023A PAR] aggregate principal amount of Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds, 2023 Series A (SSIP) (Green Bonds) (the “ Series 2023A Bonds ”) and $[2023B Par] aggregate principal amount of Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds, 2023 Series B (Non-SSIP) (the “Series 2023B Bonds” and together with the Series 2023A Bonds, the “Bonds”). Concurrently with the closing of the Bonds, the Commission will issue its Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds, 2023 Series C (Refunding) (Green Bonds) (the “ Series 2023C Bonds ”). Closing of the Bonds is not contingent upon the issuance of the Series 2023C Bonds.

The purchase price for the Bonds shall be $[ Aggregate Purchase Price] (comprised of the purchase price of the Series 2023A Bonds in the amount of $[2023A Purchase Price], representing the principal amount of the Series 2023A Bonds, plus a premium of $[2023A Premium] and less an Underwriters’ discount in the amount of $[2023A UW Discount], and the purchase price of the Series 2023B Bonds in the amount of $[2023B Purchase Price], representing the principal amount of the Series 2023B Bonds, plus a premium of $[ 2023B Premium] and less an Underwriters’ discount of $[2023B UW Discount ]).

The Bonds shall be dated their date of delivery and shall have the maturities in principal amounts and bear interest at the rates per annum and have the prices all as set forth on Schedule I attached hereto. The Bonds shall be subject to optional and mandatory sinking fund redemption prior to maturity as shown on Schedule I. The Bonds shall be substantially in the form described in, and shall be issued and secured under and pursuant to, the Indenture. The Bonds shall be as otherwise described in the Official Statement (as hereinafter defined).

Section 2. Authorization for the Bonds; Purpose of Issue. T he Commission has the authority to issue the Bonds under Sections 9.109 of the Charter (the “ Charter”) of the City and County of San Francisco (the “ City”), and pursuant to Ordinance No. [___] of the Board of Supervisors of the City (the “ Board of Supervisors ”) passed by two -thirds vote on [Ordinance Date] (the “Ordinance”), and Resolution No. 23-[____], adopted by the Commission on _______, 2023 (the “Commission Resolution”).

The Series 2023A Bonds are being issued to (i) refund a portion of the Commercial Paper Notes issued to finance certain capital projects benefiting the Enterprise from the Sewer Syst em Improvement Program (the “SSIP”), [(ii) fund capitalized interest with respect to the 2023A Bonds through October 1, 20__,] and (iii) pay the costs of issuance of the 2023A Bonds. The Series 2023B Bonds are being issued to (i) refund all or a portion of the Commission’s outstanding [Wastewater Revenue Bonds, 2013 Series A (the “Series 2013A Bonds”) and] Wastewater Revenue Bonds, -3-
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2013 Series B (the “ Series 2013B Bonds ” [and, together with the Series 2013A Bonds, the “Refunded Bonds”)]), (ii) refund a portion of Commercial Paper Notes issued to finance certain capital projects benefiting the Enterprise, [(iii) fund capitalized interest with respect to the Series 2023B Bonds through October 1, 20__,] and (iv) pay the costs of issuance of the 2023B Bonds.

Section 3. Public Offering. It shall be a condition to the obligations of the Underwriters to purchase, accept delivery of and pay for the Bonds that the entire principal amount of the Bonds be sold and delivered by the Commission to the Underwriters. The Underwriters intend to make a bona fide public offering of all the Bonds, at prices not in excess of the prices as set forth in Schedule I hereto (subject in all respects to the provisions of Section 8 hereof). The Underwriters will provide, consistent with the requirements of the Municipal Securities Rulemaking Board (the “MSRB”) Rule G-32, for the delivery of a copy of the Official Statement to each customer who purchases a Bond during the Underwriting Period (as hereinafter defined). The Underwrite rs further agree that it will comply with applicable laws and regulations, including without limitation Rule 15c2- 12 and MSRB Rule G -17, in connection with the offering and sale of the Bonds.

Subsequent to the initial public offering, the public offering prices of the Bonds may change as determined by the Underwriters to be necessary in connection with the marketing of the Bonds.

Section 4. Delivery of Official Statement. Prior to the date hereof, the Commission has provided to the Underwriters for review a form of the preliminary official statement relating to the Bonds dated [POS Date] (including the cover page and appendices thereto (the “Preliminary Official Statement”), which, as of its date, a representative of the Commission on behalf of the Commission deemed final for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 ( “Rule 15c2-12”), except for certain information permitted to be omitted therefrom by Rule 15c2-12. By its acceptance of this offer, the Commission hereby ratifies and consents to the use and distribution by the Underwriters of the Preliminary Official Statement in connection with the public offering and sale of the Bonds, and the Commission has authorized the delivery of a final official statement relating to the Bonds dated the date hereof (both in print or electronic form) which will consist of the Preliminary Official Statement and all information previously permitted to have been omitted by Rule 15c2-12.

The Commission hereby acknowledges that the Preliminary Official Statement has been made available to investors on the internet at ImageMasters’ website at www.MuniOS.com. The Commission hereby agrees to deliver or cause to be delivered to the Underwriters within seven (7) Business Days of the date hereof and in sufficient time to accompany any orders or confirmations from the Underwriters that request payment from any customers, the final official statement (including all information permitted to be omitted by Rule 15c2-12 and any amendments or supplements to such official statement as have been approved by the Commission and the Representative) (the “Official Statement” ) in “the designated electronic format” (as defined in Rule G-32 of the MSRB, to enable the Underwriters to comply with the rules of the Securities and Exchange Commission (the “SEC”) and the MSRB. The Commission hereby approves of the use and distribution by the Underwriters of the Official Statement in connection with the offer and sale of the Bonds. At the time of or prior to the Closing Date (as hereinafter defined), the Representative shall file a copy of the Official Statement with the MSRB or its designee (including the MSRB’s Electronic Municipal Market Access system (“EMMA”)) or with any other repository -4-
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approved from time to time by the SEC (either in addition to or in lieu of the filings referred to above).

The Commission will deliver the Continuing Disclosure Certificate substantially in the form set forth in the Preliminary Official Statement (the “Continuing Disclosure Certificate”) on the Closing Date. The form of the Continuing Discl osure Certificate will also be set forth in the Official Statement.

Section 5. The Closing. At ______ a.m., California time, on [Closing Date] or at such other time or on such other date as the Commission and the Representative may agree (the “Closing Date”), the Commission shall deliver, or cause to be delivered to or for the account of the Underwriters, through the Fast Automated Securities Transfer (“ FAST”) delivery system of The Depository Trust Company ( “DTC”), the Bonds in book- entry eligible form, duly executed and authenticated, and registered in the name of Cede & Co., as nominee of DTC. Concurrently with the delivery of the Bonds to the Representative, the Commission will deliver the documents hereinafter mentioned at the offices of Jones Hall, A Professional Law Corporation (together with Alexis S. M. Chiu, Esq., “Co-Bond Counsel”), in San Francisco, California, or another place to be mutually agreed upon by the Commission and the Representative. The Underwriters shall accept such delivery and pay the purchase price for the Bonds set forth in Section 1 by federal funds wire transfer in immediately available funds to the order of the Trustee for the account of the Commission. This payment for, and delivery of, the Bonds, together with the delivery of the aforementioned documents, is herein called the “Closing.” The Representative shall order CUSIP identification numbers and the Commission shall cause such CUSIP identification numbers to be printed on the Bonds; provided, that neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriters to accept the Bonds.

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 department of the City and County of San Francisco duly organized and validly existing pursuant to its Charter and the Constitution and laws of the State, with full authority to: (i) adopt the Commission Resolution; (ii) execute and deliver the Master Indenture, the Fifteenth Supplemental Indenture, the Escrow Agreement, dated as of [April 1, 2023] (the “Escrow Agreement”), by and between the Commission and U.S. Bank Trust Company, National Association, as escrow agent (the “Escrow Agent”), the Continuing Disclosure Certificate and this Purchase Contract; (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 absence of which would materially adversely affect the due performance by the Commission of, its respective obligations under the Bonds, this Purchase Contract, the Escrow Agreement and the Indenture have been duly obtained or when required for future performance are expected to be obtained, except for 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. -5-
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(b) Accuracy and Completeness of the Preliminary Official Statement and Official Statement. The information in the Preliminary Official Statement, as of its date was and as of the date hereof is, 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 the 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 amount, principal amount per maturity, delivery dates, or other terms of the Bonds depending on such matters, (ii) DTC and the book- entry only system, (iii) any CUSIP numbers and (iv) information provided by the Underwriters , or bond insurers, if any, for inclusion in the Preliminary Official Statement or Official Statement, including without limitation information regarding the prices and yields of the Bonds and under the caption “UNDERWRITING.”
(c) Amendment of Official Statement. 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 Orrick, Herrington & Sutcliffe LLP (“Disclosure Counsel”) 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 or the Commission, such event, fact or condition requires the preparation and 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 Underwriters may from time to time reasonably request in writing prior to the End of the Underwriting Period. (d) 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 of California or the United States, or any agency or department of either, or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other 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, in any such case to the extent that -6-
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the same would have a material and adverse effect upon the business or 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 sta tute 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. (e) No Other Bond Issues or Debt . Other than the Series 2023C Bonds and commercial paper notes, between the time of acceptance hereof and the Closing Date, the Commission will not, without prior written notice to the Representative, issue any bonds or securities or incur any other indebtedness secured by the Revenues. (f) 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 board 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 , this Purchase Contract 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 Enterprise (as defined in the Indenture) , Net Revenues or the consummation of the transactions contemplated by this Purchase Contract or contesting in any way the completeness, accuracy or fairness of the Official Statement. The Commission shall advise the Representative promptly of the institution o f any proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of the Preliminary Official Statement or the Official Statement in connection with the offering, sale or distribution of the Bonds.
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(g) 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 Underwriters may reasonably request in order to qualify the Bonds for offer and sale under the Blue S ky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriters may designate; provided, however, that the Commission will not be required to execute a special or general consent to service of pro cess or qualify as a foreign corporation in connection with any such qualification in any jurisdiction.
(h) Continuing Disclosure. Based on a review of its previous undertakings and except as described in the Preliminary Official Statement and 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.
(i) Valid and Binding Obligations . This Purchase Contr act, the Escrow Agreement, Fifteenth Supplemental Indenture 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 bin ding obligations of the Commission (except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization and similar law affecting creditors rights generally and general principals of equity). 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.
(j) Financial Statements. The financial statements of the Commission for the years ended June 30, 2022 and June 30, 2021 fairly represent the receipts, expenditures, assets, liabilities and cash balances of such amounts and, insofar as presented, other funds of the Commission as of the dates and for the periods therein set forth. Except as disclosed in the Official Statement or otherwise disclosed in writing to the Representative, there has not been any materially adverse change in the financial condition of the Commission or in its operations since the date of such financial statements and there has been no occurrence, circumstance or combination thereof which is reasonably expected to result in any such materially adverse change. The financial statements of the Commission are public documents and the Commission has not requested nor did the Commission obtain permission from KPMG LLP, independent certified public accountants , to include the financial statements of the Commission for the years ended June 30, 2022 and June 30, 2021 in the Preliminary Official Statement or the Official Statement.

Section 7. Representations, Warranties and Agreements of the Underwriter s. The Underwriters represent, warrant and agree with the Commission that:
(a) The Representative has been duly authorized to enter into this Purchase Contract.
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(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 all SEC and MSRB rules applicable to the offering, sale and delivery of the Bonds to ultimate purchasers. (d) The Underwriters shall comply with the Commission’s policy and practice that the Commission shall not pay, and the Underwriters sh all 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 indu stry related fees that are required to be paid solely by the Underwriters.

Section 8. Establishment of “Issue Price” of Bonds.
(a) The Representative, on behalf of the Underwriters, agrees to assist the Commission in establishing the “issue price” of the Bonds and shall execute and deliver to the Commission on or before the Closing Date an “issue price” or similar certificate, together with supporting pricing wires or equivalent communications, substantially in the form attached hereto as Appendix C, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Representative, the Commission and Co- Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Commission under this Section 8 to establish the issue price of the Bonds may be taken on behalf of the Commission by the Commission’s Co-Municipal Advisors identified herein and any notice or report to be provided to the Commission may be provided to the Commission’s Co-Municipal Advisors. (b) With respect to Bonds of those maturities as to which at least 10% of the Bonds of the maturity has been sold to the public (defined in subsection (f) below) at a single pr ice (the “10% test”), based on reporting by the Representative to the Commission on the date hereof and prior to the execution of this Purchase Contract, which maturities are indicated in Schedule I attached hereto as having satisfied the 10% test (the “10% Test Maturities”), the Commission will treat the first price at which 10% of each such maturity of the Bonds was sold to the public as the issue price of that maturity. With respect to Bonds of those maturities as to which the 10% test has not been satisfied, based on reporting by the Representative to the Commission on the date hereof and prior to the execution of this Purchase Contract, which maturities are indicated in Schedule I attached hereto as being subject to the “hold-the-offering- price rule,” defined below (the “Hold-the-Offering-Price Maturities”), the Representative and the Commission agree that the rules in paragraph (c) below shall apply. For purposes of this section, for Bonds maturing on the same date but having different interest rates, each separate CUSIP number for such Bonds is subject to the 10% test or subsection (c) below, as the case may be, as if such separate CUSIP number were a separate maturity. (c) With respect to the Hold- the-Offering-Price Maturities, the Representative confirms that the Underwriters have offered the Bonds to the public on or before the date of this Purchase Contract at the offering price or prices (the “ initial offering price”), or at the corresponding yield or yields, set forth in Schedule I attached hereto, except as otherwise set -9-
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forth therein. Schedule I also sets forth, as of the date of this Purchase Contract, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Commission and the Representative, on behalf of the Underwriters, agrees that the restrictions set forth in the next sentence shall apply (the “hold-the-offering-price rule”). So long as the hold-the-offering- price rule remains applicable to any maturity of the Bonds, the Underwriters will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(i) the close of the fifth (5
th) business day after the sale date; or
(ii) the date on which the Underwriters have sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
(d) The Commission acknowledges that, in making the representations set forth in this subsection (d), the Representative will rely on (i) the agreement of each Underwriter to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to co mply with the hold -the-offering-price rule, if applicable to the Bonds, as set forth in an agreement among underwriters and the related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of the Bonds to th e public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event that an Underwriter is a party to a retail or other third-party distribution agreement that was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker- dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold- the- offering-price rule, as set forth in the retail or other third- party distribution agreement and the related pricing wires. The Commission further acknowledges that each Underwriter shall be solely liable for its failure to comply with its agreement regarding the requirement for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, and that no Underwriter shall be liable for the failure of any other Underwriter, or of any dealer who is a member of a selling group, or of any broker- dealer that is a party to a retail or other third- party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds. (e) The Representative confirms that:
(i) any agreement among underwriters, any selling group agreement and each retail or other third-party distribution agreement (to which the Representative is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter, each dealer who is a member of the selling group and each broker-dealer that is a party to such retail or other third- party distribution agreement, as applicable:
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(A) to promptly notify the Representative of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below); and (B) to acknowledge that, unless otherwise advised by the Underwriter, dealer or broker-dealer, the Represen tative shall assume that each order submitted by the Underwriter, dealer or broker-dealer is a sale to the public.
(ii) any agreement among underwriters and any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter or dealer that is a party to a retail or other third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such retail or other third-party distribution agreement to comply with the hold-the -offering-price rule, if applicable, in each case if and for so long as directed by the Representative or the Underwriter and as set forth in the related pricing wires. (f) The Underwriters acknowledge that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this subsection (f). Further, for purposes of this subsection (f):
(i) “public” means any person other than an underwriter or a related party to an underwriter,
(ii) “underwriter” means (A) any person that agrees pursuant to a written contract with the Commission (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a retail or other third-party distribution agreement participating in the initial sale of the Bonds to the public),
(iii) a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and
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(iv) “sale date” means the date of execution of this Purchase Contract by all parties.

Section 9. 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 a s of the Closing Date. The obligations of the Underwriters under this Purchase Contract are and shall be subject to the following conditions:
(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, this Purchase Contract, the Escrow Agreement, the Continuing Disclosure Certificate and the Official Statement 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 unreaso nably withheld); and (ii) the Commission shall perform or have performed all of its obligations required under or specified in this Purchase Contract, the Escrow Agreement, the Official Statement and the Indenture 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 or this Purchase Contract. (d) Termination Events . The Representative may terminate this Purchase Contract by notification in writing to the Commission from the Representative, 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 the amendment or supplement, in the reasonable judgment of the Representative, would materially adversely affect the market for the Bonds, 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 p ending 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 -12-
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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 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 ; 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 provisi on 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, a s 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 has occurred; or
(viii) the ratings on the Bonds or any other debt obligations secured by Net Revenues of the Enterprise shall have been downgraded or withdrawn or the subject of an official notice as to a possible downgrading (such as being placed on -13-
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“credit watch” or “negative outlook”) subsequent to the date of this Purchase Contract by one of the rating agencies rating the Bonds; 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 (or any escalation thereof).

The termination of this Purchase Contract pursuant to this Section 9(d) by the Underwriters with respect to the Bonds shall not prohibit the Commission from selling such Bonds to any other underwriter.
(e) Closing Documents. At or prior to the Closing, the Representative shall receive with respect to the Bonds (unless the context otherwise ind icates) the following documents, in each case satisfactory in form and substance to the Representative:
(1) Approving Authorizations. Certified copies of the Ordinance and Commission Resolution.
(2) Bond Documents. An executed copy of the Master Indent ure and executed originals of the Fifteenth Supplemental Indenture, the Escrow Agreement, the Continuing Disclosure Certificate and this Purchase Contract. (3) Final Opinion. An approving opinion or opinions of Co-Bond Counsel, dated the Closing Date, and substantially in the form attached to the Official Statement, and a letter of such counsel addressed to the Underwriters to the effect that such opinion may be relied upon by the Underwriters to the same extent as if it had been addressed to them.
(4) Supplemental Opinion. A supplemental opinion or opinions of Co- Bond Counsel addressed to the Commission and the Underwriter, dated the Closing Date, to the following effect:
(i) The statements contained in the Official Statement under the captions “T HE 2023ABC BONDS,” “ SECURITY FOR THE BONDS,” “ TAX MATTERS,” APPENDIX A—“SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE,” and APPENDIX C—“P ROPOSED F ORM OF OPINION OF CO- BOND COUNSEL,” insofar as such statements purport to summarize certain provisions of the Bonds, the Indenture, and the opinion of Co-Bond Counsel are 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. (iii) This Purchase Contract has been duly executed and delivered by the Commission and constitutes the valid and binding agreement of the Commission.
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(5) Defeasance Opinion. A defeasance opinion of Co-Bond Counsel with respect to the [Series 2013B Bonds/the Refunded Bonds]. (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 Underwriters, 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 the Official Statement were discussed, no information came to such counsel’s attention which caused such counsel to believe that the Preliminary Official Statement, as of its date, or the Official Statement, as of its date and as of the Closing Date (except for the financial, statistical or economic data or forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions or expressions of opinion, CUSIP numbers (or other identification numbers, if applicable), any information regarding DTC and its book-entry system, and any information contained in Appendices included therein (other than Appendix D), and any information incorporated by reference therein, as to which no opinion or view need be expressed) contained any untrue statement of a material fact or omitted 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.
(6) 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. (7) Certificate of the Trustee and Escrow Agent. A certificate of U.S.

Bank Trust Company, National Association, as Trustee and Escrow Agent (referred to collectively in the capacity of Trustee and Escrow Agent, as “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 -15-
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the Escrow Agreement (together, the “ U.S. Bank Documents ”) and to perform its obligations thereunder and to authenticate the Bonds. (ii) U.S. Bank has accepted the duties and obligations imposed on it by the U.S. Bank Documents.
(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 U.S. Bank Documents to be undertaken by the U.S. Bank.
(iv) Compliance with the terms of the U.S. Bank Documents 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 the 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 U.S. Bank Documents or the Bonds, or contesting the powers of U.S. Bank or its authority to enter into and perform its obligations under the U.S. Bank Documents or the Bonds, wherein an unfavorable decision, ruling or finding would adversely affect the validity of the Bonds or the U.S. Bank Documents.
(8) Opinion of Counsel to the Trustee and Escrow Agent . An opinion of counsel to U.S. Bank addressed to the Commission and the Underwriters, dated the Closing 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 U.S. Bank Documents and to authenticate the Bonds and the full legal power and authority to own its properties and to carry on its business. -16-
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(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 U.S. Bank Documents and the authentication of the Bonds or the consummation by the U.S. Bank of the transactions contemplated in the U.S. Bank Documents 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 U.S. Bank Documents and the authentication of the Bonds by U.S. Bank and performance by U.S. Bank of its obligations thereunder will not conf lict 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 U.S. Bank or the Bonds.
(9) Tax Certificate.

Tax Certificate of the Commission, dated the Closing
Date, in form satisfactory to Co-Bond Counsel.
(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 pursuant to Section 53583 of the Government Code and Section 8855(g) of the Government Code.
(11) Rating Letters for the Bonds. Rating letters of Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business ( “S&P”), evidencing that such rating agencies have assigned their municipal bond ratings of “___” and “___,” respectively.
(12) Opinion of the City Attorney. An opinion of the City Attorney addressed to the Underwriters, dated the Closing Date, in substantially the form attached hereto as Appendix B.
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(13) Blue Sky Memorandum. A copy of the Blue Sky Memorandum with respect to the Bonds, prepared by Hawkins, Delafield & Wood LLP, counsel to the Underwriters (“Underwriters’ Counsel”).
(14) Opinion of the Underwriters’ Counsel. The opinion of Underwriters’ Counsel, dated the Closing Date and addressed to the Underwriters, in form satisfactory to the Underwriters.
(15) Verification Report. A verification report of _____, certified public accountants, as described in the Official Statement.
(16) Green Bonds Certification . An executed certificate of Climate Bonds Initiative (“CBI”) (a) confirming that the Series 2023A Bonds have been certified under the Climate Bonds Standard Water Sector Criteria (the “Green Bond Certification”), (b) confirming that, with respect to the information set forth in its certification as described in the Green Bond Certification, nothing has occurred that would lead CBI to conclude that the assumptions in the Green Bond Certification are no longer reasonable or that the information, conclusions and forecasts in the Green Bond Certification s hould not be relied upon, and (c ) certifying as to the accuracy of the information under the caption “GREEN BONDS DESIGNATION AND CLIMATE CERTIFICATION” in the Preliminary Official Statement and the Official Statement.
(17) Additional Documents. Such legal opinions, additional certificates, 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, unless waived by the Representative , 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 11 hereof.

Section 10. 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 $ [Good Faith Deposit] (the “Good Faith Deposit”). At the Closing, the Good Faith Deposit will be applied t owards and deducted from the aggregate net purchase 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 9 hereof), the Commission may retain such Good Faith Deposit as and for -18-
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liquidated damages for such failure by the Underwriters. 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 Underwriter s 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. 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 this offer by the Commission shall constitute a waiver of any right the Commission may have to additional damages from the Underwriters. 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 t hat the Commission would sustain in the event of the Underwriter’s 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 Bonds 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 9 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 Underwriters, this Purchase Contr act shall terminate, and neither party shall have any further obligations hereunder.

Section 11. Expenses.
(a) Commission. The 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 the Trustee and counsel to the Trustee in connection with the issuance of the Bonds; (3) the fees and disbursements of Co-Bond Counsel and Disclosure Counsel and of Montague DeRose and Associates, LLC and Backstrom McCarley Berry & Co., LLC, as Co-Municipal Advisors to the Commission, CBI , as green bonds certifier , and any other experts or consultants retained by the Commission in connection with the transactions contemplated hereby; (4) fees of the verification agent and (5) the costs related to obtaining ratings. -19-
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(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; (3) California Debt and Investment Advisory Commission fees; (4) 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 Underwriter, including Underwriter ’s Counsel, the fees and charges of the CUSIP Bureau and the MSRB; and (5) the fees of Digital Assurance Certification, L.L.C. for a continuing disclosure compliance review. Certain expenses of the Underwriters may be included in the expense component of the Underwriters’ discount. In addition, the Commission agrees to reimburse the Underwriters for any expenses incurred by the Underwriter s on behalf of the Commission’s employees and representatives which are in connection with this Purchase Contract, including, but not limited to, meals, transportation and lodging of those employees and representatives, which expenses, if any, will be included in the expense component of the Underwriter’s discount. The Underwriter s agree to provide the Commission with a detailed itemization of any such expenses incurred on behalf of Commission employees or representatives prior to the Closing Date. [ Notwithstanding that the California Debt and Investment Advisory Commission fees are solely the legal obligation of the Underwriters , the Commission agrees to reimburse the Underwriters for such fees.]

Section 12. City Contracting Requirements . The provisions set forth in Appendix A , attached hereto, are incorporated herein by this reference.

Section 13. Notices. Any notice or other communication to be given under this Purchase Contract to the Commission or 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/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
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If to the Representative:

BofA Securities, Inc.
315 Montgomery Street, 1st Floor
San Francisco, California 94104
Attention: [______]
Telephone: [_____]
Fax: [_____]
Section 14. 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 Comm ission’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 Underwriter, (b) delivery of and payment for the Bonds hereunder, and (c) any termination of this Purchase Contract.

Section 15. 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 16. Mutual Reliance on Representations and Warranties. The Commission hereby acknowledges that the Underwriter s, in causing the 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 17. 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 18. 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 the City and County of San Francisco Superior Court, San Francisco, California; provided, that the Commission may waive the requirement of venue.
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Section 19. 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 officers 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 or any political subdivision thereof, including the City, is pledged to the obligations of the Commission hereunder.

Section 20. 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, the Underwriters are 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 Underwriter s 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), (iv) the only obligations the Underwriters have to the Commission with respect to the transaction contemplated hereby expressly are set f orth in this Purchase Contract, and (v) 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. T he Underwriters are not acting as a Municipal Advisor 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.
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Very truly yours,
BOFA SECURITIES, INC., as Representative

By: ___________________________________
Name:

Title:

Accepted as of the date first stated above:

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By:_________________________________
Name:

Title:

Approved as to Form:

DAVID CHIU
City Attorney
By:_________________________________
Mark D. Blake, Deputy City Attorney

[Signature Page to Wastewater Revenue Bonds 2023 Series A and 2023 Series B Bond Purchase Contract]

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SCHEDULE I

TO THE PURCHASE CONTRACT

MATURITY SCHEDULE
$[2023A PAR]
2023 SERIES A
(SSIP) (Green Bonds)

Maturity Date
(October 1)
Principal
Amount
Interest
Rate
10% Test
Satisfied
Subject to
Hold-the-
Offering Price
Rule

* Term Bonds; subject to mandatory sinking fund redemption.

C Priced to the par call date of October 1, 20__.

Optional Redemption of 2023 Series A Bonds . The 2023 Series A Bonds 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 ________ 1, 20__, from such maturities or portions of maturities as are determined by the Commission and by lot within any one maturity, at a redemption price equal to 100% of the principal amount of the 2023 Series A Bonds to be redeemed, plus accrued interest thereon to the date fixed for redemption, without premium.

Mandatory Sinking Fund Redemption of 2023 Series A Bonds. The 2023 Series A Bonds maturing on October 1, 20__ (the “ 2023 Series A Term Bonds (20__) ”), are further subject to redemption prior to their stated maturity, and payable from the 2023 Series A Sinking Fund Account, on each October 1 on and after October 1, 20__, by lot within any such maturity if less than all of the 2023 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 2023 Series A Term Bonds (20__) are subject to mandatory redemption on October 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 2023 Series A Term Bonds (20__) prior to maturity as described above):

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Redemption Date
(October 1) Principal Amount

*
*Maturity.

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MATURITY SCHEDULE
$[2023B PAR]
2023 SERIES B
(Non-SSIP)

Maturity Date
(October 1)
Principal
Amount
Interest
Rate
10% Test
Satisfied
Subject to
Hold-the-
Offering Price
Rule

* Term Bonds; subject to mandatory sinking fund redemption.

C Priced to the par call date of October 1, 20__.

Optional Redemption of 2023 Series B Bonds. The 2023 Series B Bonds 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 _______ 1, 20__, from such maturities or portions of maturities as are determined by the Commission and by lot within any one maturity, at a redemption price equal to 100% of the principal amount of the 2023 Series B Bonds to be redeemed, plus accrued interest thereon to the date fixed for redemption, without premium.

Mandatory Sinking Fund Redemption of 2023 Series B Bonds. The 2023 Series B Bonds maturing on October 1, 20__ (the “ 2023 Series B Term Bonds (20__) ”), are further subject to redemption prior to their stated maturity, and payable from the 2023 Series B Sinking Fund Account, on each October 1 on and after October 1, 20__, by lot within any such maturity if less than all of the 2023 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 2023 Series B Term Bonds (20__) are subject to mandatory redemption on October 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 2023 Series B Term Bonds (20__) prior to maturity as described above):

Redemption Date
(October 1) Principal Amount

*
*Maturity.

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APPENDIX A

CITY CONTRACTING PROVISIONS

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. Nondiscrimination; 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 comp ly 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. MacBride Principles— Northern Ireland. The provisions of San Francisco Administrative Code §12F are incorporated by this reference and made part of this Purchase Contract. By ent ering 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.

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4. Alcohol and 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 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. Compliance 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 Franci sco 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 its obligations under section 1.126 of the City’s Campaign and Governmental Conduct Code, which prohibits any person who contracts with, or is seeking a contract with, any department of 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 for a grant, loan or loan guarantee, or for a development agreement, from making any campaign contribution to (1) a City elected official if the contract must be approved by that official, a board on which that official serves, or the board of a state agency on which an appointee of that official serves, (2) a candidate for that City elective office held by such individual, or (3) a committee controlled by such elected official or a candidate for that office, at any time from the submission or a proposal for the contract until the later of either the termination of negotiations for such contract or twelve months after the date the City approves the contract. 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 10 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 certifies that it has informed each such person of the limitation on contributions imposed by Section 1.126 by the time it submitted a proposal for such contract and has provided the names of the persons required to be informed to the City department with whom it is contracting.

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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 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. Prohibition 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, e ach 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 may have access to the City’s proprietary 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. Consideration 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

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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 extent 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.

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 entering 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. The 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 Requirements. 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.

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17. Cooperative Drafting . This 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-Sweetened 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. Each Underwriter must comply with all of the provisions of the First Source Hiring Program, Chapter 83 of the San Francisco Administrative Code, that apply to this Purchase Contract, and each Underwriter is subject to the enforcement and penalty provisions in Chapter 83.

20. Laws Incorporated 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.”

21. Prevailing Wages. Services to be performed by the Underwriter s under this Agreement may involve the performance of trade work covered by the provisions of Section

6.22(e) of the Administrative Code or Section 21C (collectively, “Covered Services”). The provisions of Section 6.22(e) and 21C of the Administrative Code are incorporated as provisions of this Agreement as if fully set forth herein and will apply to any Covered Services performed by each Underwriter.

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APPENDIX B

FORM OF CITY ATTORNEY OPINION
[Closing Date]
Public Utilities Commission
of the City and County of San Francisco
San Francisco, California
Board of Supervisors
of the City and County of San Francisco
San Francisco, California
RE: $[Aggregate Principal Amount] Public Utilities Co mmission of the City and County of San Francisco
Wastewater Revenue Bonds, 2023 Series A and 2023 Series B Ladies and Gentlemen:

This office has acted as counsel to the Public Utilities Commission of the City and County of San Francisco (“Commission”) with respect to the issuance of its $[Aggregate Principal Amount] aggregate principal amount of Wastewater Revenue Bonds comprised of $[2023A Par] aggregate principal amount of 2023 Series A (SSIP) (Green Bonds) and $[2023B Par] aggregate principal amount of 2023 Series B (Non-SSIP) (collectively, the “Bonds”). The Bonds are being issued pursuant to the Constitution and the laws of the State of California, the Charter of the City and County of San Francisco (“City”), and a Fifteenth Supplemental Indenture, between the Commission and U.S. Bank Trust Company, National Association, as successor trustee (“Trustee”), dated as of [April] 1, 2023, supplementing the Original Indenture, dated as of January 1, 2003, between the Commission and the Trustee, as successor trustee, as amended and supplemented to date (collectively, the “Indenture”). All capitalized terms not otherwise defin ed herein shall have the meanings ascribed to such terms in the Indenture.

In connection therewith, the undersigned has examined such documents, certificates and instruments as the undersigned deemed necessary for the purposes of this opinion, including, but not limited to, the Indenture, the Purchase Contract, dated _____, 2023 (the “Purchase Contract”), by and between the Commission and BofA Securities, Inc. , as representative of the underwriters named therein, the Escrow Agreement, by and between the Commission and the Trustee, the Continuing Disclosure Certificate of the Commission, as executed and delivered on the date of delivery of the Bonds (“Continuing Disclosure Certificate”), Resolution No. 23- ______ of the Commission adopted on ____, 2023 (“Commission Resolution”), Ordinance No. [___] of the Board of Supervisors of the City (the “Board of Supervisors”) passed by a two-thirds vote on [____]; and signed by the Mayor on [______] (“City Ordinance”).

In reviewing the documents and matters referred to above, the undersigned has not undertaken to verify independently and has assumed the accuracy of the factual matters represented, warranted or certified therein. The undersigned has examined the Charter of the City.

The opinions expressed herein are based on an analysis of existing laws, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities. Such opinions

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may be affected by actions taken or omitted or events occurring after the date hereof. We hav e not undertaken to determine, or to inform any person, whether any such actions are taken or omitted or events do occur or any other matters come to our attention after the date hereof. We disclaim any obligation to update this opinion. We have assumed the genuineness of all documents and signatures presented to us (whether as originals or as copies) and the due and legal execution and delivery thereof by, and validity against, any parties other than the Commission. In addition, we call attention to the fact that the rights and obligations under the Indenture, the Bonds and the Escrow Agreement and their enforceability may be subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against cities and counties in the State of California. We express no opinion with respect to any indemnification, contribution, penalty, choice of law, choice of forum, choice of venue, waiver or severability provisions contained in the foregoing documents.

Based upon and subject to the foregoing, the undersigned is of the opinion that:

1. The Commission is duly organized and validly existing as a commission of the City under and pursuant to the Charter of the City.

2. The Commission Resolution and City Ordinance were duly passed at meetings of the Commission and the Board of Supervisors , respectively. The meetings were called and held pursuant to law, with all public notice required by law and at which a quorum was present and acting throughout. The Commission Resolution and City Ordinance are in full force and effect, as of the date hereof, and have not been modified, amended or rescinded since their approval date.

3. To the best of the undersigned’s knowledge, no action, suit, proceeding, inquiry or investigation, at law or in equity before or by any court, governmental agency, public board or body, is pending or threatened against the Commission to restrain or enjoin the issuance of the Bonds, or in any way contesting the validity of the Indenture, Continuing Disclosure Certificate, the Escrow Agreement, the Purchase Contract, the City Ordinance or the City Resolution.

4. There is no litigation pending, with service of process having been accomplished, questioning the existence of the City or the Commission, or contesting the power of the Commission to fix water rates and charges, or in any way contesting or affecting (i) the proceedings under which the Bonds are to be issued, (ii) the validity of the Bonds or the validity of the Indenture, (iii) the pledge of Revenues by the Commission under the Indenture or (iv) the title to the office of the present members of the Board of Supervisors or the Commission; nor are there suits or claims against the City or the Commission which would materially impair the ability of the Commission to pay principal or interest on the Bonds when due.

5. The Indenture, Continuing Disclosure Certificate, the Escrow Agreement and the Purchase Contract have been duly authorized, executed and delivered by the Commission, and constitute valid and binding agreements of the Commission enforceable in accordance with their respective terms.

6. To the best of the undersigned’s knowledge, except as otherwise disclosed in the Preliminary Official Statement and the Official Statement, neither the execution nor the delivery by the Commission of the Indenture, the Escrow Agreement, the Continuing Disclosure Certificate or the 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,

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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 the Purchase Contract.

This letter is furnished for the benefit of the above -addressed parties, and is not intended to, and shall not, be relied upon by anyone other than the above -addressees. This letter shall not be circulated, quoted or otherwise referred to or relied upon for any other purpose or by any other person. The City Attorney does not undertake any obligation to update this letter. Other than the Commission and the City, no attorney-client relationship has existed or exists between this office and any other party.

Very truly yours,

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APPENDIX C

ISSUE PRICE CERTIFICATE
The undersigned, on behalf of BofA Securities, Inc., on its own behalf and as representative (the “Representative”) of Goldman Sachs & Co. LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Siebert Williams Shank & Co., LLC, and TD Securities (USA) LLC (together, the “Underwriting Group”), to the extent set forth herein, hereby certifies as set forth below with respect to the sale and issuance of the Public Utilities Commission of the City and County of San Francisco, San Francisco Wastewater R evenue Bonds, 2023 Series A (SSIP) (Green Bonds) and $[2023B Par] aggregate principal amount of Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds, 2023 Series B (Non -SSIP) (collectively, the “Bonds”).

1. Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A. The “10% Rule Used” box is checked for each such Maturity in Schedule A.

2. Defined Terms.
(a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “General Rule Maturities.”
(b) Issuer means the Public Utilities Commission of the City and County of San Francisco.
(c) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities.
(d) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term “related party” for purposes of this certificate means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (e) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is [Pricing Date]. (f) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).

The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents the Representative’s interpretation of any laws, including specifically

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Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate with respect to the Bonds and with respect to compliance with the federal income tax rules affecting the Bonds, and by Jones Hall, A Professional Law Corporation and Alexis S. M. Chiu, Esq., in connection with rendering their respective opinions that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.

The representations set forth herein are not necessarily based on personal knowledge and, in certain cases, the undersigned is relying on representations made by the other members of the Underwriting Group.

BOFA SECURITIES, INC., as Representative

By: __________________________________
Name:

Title:

Dated: [Closing Date]

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SCHEDULE A

SALE PRICES OF THE GENERAL RULE MATURITIES
(Attached)

HDW Draft – 2/9/23
-1-
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$[2023C PAR]

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO

WASTEWATER REVENUE BONDS
2023 SERIES C
(REFUNDING) (GREEN BONDS)

BOND PURCHASE CONTRACT

[Pricing Date]
Public Utilities Commission of the
City and County of San Francisco
525 Golden Gate Avenue, 13th Floor
San Francisco, CA 94102
Ladies and Gentlemen:

The undersigned Goldman Sachs & Co. LLC, on its own behalf and as representative (the “Representative”) of BofA Securities, Inc. (collectively, the “Underwriters”), offers to enter into this Bond Purchase Contract (this “Purchase Contract”) with the Public Utilities Commission of the City and County of San Francisco (the “Commission” ), which will be binding upon the Commission and the Underwriters upon acceptance hereof by the Commission. This offer is made subject to the acceptance by the Commission by its execution of this Purchase Contract and its delivery to the Representative on or before 11:59 p.m., California time, on the date hereof and, if not so accepted, will be subject to withdrawal by the Representative upon written notice delivered to the Commission at any time prior to the acceptance of this Purchase Contract by the Commission. If the Representative wi thdraws this offer, or the Underwriters’ obligation to purchase the Bonds (as hereinafter defined) is otherwise terminated pursuant to Section 9(d) hereof, then and in such case the Commission shall be without any further obligation to the Underwriters, including the payment of any costs set forth under Section 11(a) hereof, and the Commission shall be free to sell the Bonds to any other party.

The Representative represents that it has been duly authorized by the other Underwriters to act hereunder on its b ehalf and has full authority to take such action as it may deem advisable in respect to all matters pertaining to this Purchase Contract and that the Representative has been duly authorized to execute this Purchase Contract. Any action taken under this Purchase Contract by the Representative will be binding upon all of the Underwriters.

Capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture, dated as of January 1, 2003 (the “Master Indenture”), between the Commission and U.S. Bank Trust Company, National Association , as successor trustee (the “Trustee”), as supplemented and amended to date and as further supplemented by a Fif teenth Supplemental Indenture, dated as of [April 1], 2023 (the “ Fifteenth Supplemental Indenture ”), between the -2-
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Commission and the Trustee (the Master Indenture, as supplemented, being herein referred to as the “Indenture”).

Section 1. Purchase and Sale. Upon the terms and conditions and upon the basis of the representations set forth herein, the Underwriters agree to purchase from the Commission, and the Commission hereby agrees to sell and deliver to, or for the account of, the Underwriters, all (but not less than all) of the $[2023C PAR] aggregate principal amount of Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds, 2023 Series C (Refunding) (Green Bonds) (the “Bonds”). Concurrently with the closing of the Bonds, the Commission will issue its Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds, 2023 Series A (SSIP) (Green Bonds) and Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds, 2023 Series B (Non -SSIP) (together, the “Series 2023AB Bonds”). Closing of the Bonds is not contingent upon the issuance of the Series 2023AB Bonds.

The purchase price for the Bonds shall be $[Purchase Price] (comprised of the purchase price of the Bonds in the amount of $[2023C Purchase Price], representing the principal amount of the Bonds, plus a premium of $[ 2023C Premium] and less an Underwriters’ discount in the amount of $[2023C UW Discount].

The Bonds shall be dated their date of delivery and shall have the maturities in principal amounts and bear interest at the rates per annum and have the prices all as set forth on Schedule I attached hereto. The Bonds shall be subject to optional and mandatory sinking fund redemption prior to maturity as shown on Schedule I. The Bonds shall be substantially in the form described in, and shall be issued and secured under and pursuant to, the Indenture. The Bonds shall be as otherwise described in the Official Statement (as hereinafter defined).

Section 2. Authorization for the Bonds; Purpose of Issue. T he Commission has the authority to issue the Bonds under Sections 9.109 of the Charter (the “ Charter”) of the City and County of San Francisco (the “ City”), and pursuant to Ordinance No. [___] of the Board of Supervisors of the City (the “ Board of Supervisors ”) passed by two -thirds vote on [Ordinance Date] (the “Ordinance”), and Resolution No. 23-[____], adopted by the Commission on _______, 2023 (the “Commission Resolution”).

The Bonds are being issued to (i) refund all or a portion of the Commission’s outstanding Wastewater Revenue Bonds, 2018 Series C (Green Bonds) (the “ Refunded Bonds”) and (ii) pay the costs of issuance of the Bonds.

Section 3. Public Offering. It shall be a condition to the obligations of the Underwriters to purchase, accept delivery of and pay for the Bonds that the entire principal amount of the Bonds be sold and delivered by the Commission to the Underwriters. The Underwriters intend to make a bona fide public offering of all the Bonds, at prices not in excess of the prices as set forth in Schedule I hereto (subject in all respects to the provisions of Section 8 hereof). The Underwriters will provide, consistent with the requirements of the Municipal Securities Rulemaking Board (the “MSRB”) Rule G-32, for the delivery of a copy of the Official Statement to each customer who purchases a Bond during the Underwriting Period (as hereinafter defined). The Underwriters further agree that it will comply with applicable laws and regulations, including without limitation -3-
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Rule 15c2- 12 and MSRB Rule G -17, in connection with the offering and sale of the Bonds.

Subsequent to the initial public offering, the public offering prices of the Bonds may change as determined by the Underwriters to be necessary in connection with the marketing of the Bonds.

Section 4. Delivery of Official Statement. Prior to the date hereof, the Commission has provided to the Underwriters for review a form of the preliminary official statement relating to the Bonds dated [POS Date] (including the cover page and appendices thereto (the “Preliminary Official Statement”), which, as of its date, a representative of the Commission on behalf of the Commission deemed final for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 ( “Rule 15c2-12”), except for certain information permitted to be omitted therefrom by Rule 15c2-12. By its acceptance of this offer, the Commission hereby ratifies and consents to the use and distribut ion by the Underwriters of the Preliminary Official Statement in connection with the public offering and sale of the Bonds, and the Commission has authorized the delivery of a final official statement relating to the Bonds dated the date hereof (both in pr int or electronic form) which will consist of the Preliminary Official Statement and all information previously permitted to have been omitted by Rule 15c2-12.

The Commission hereby acknowledges that the Preliminary Official Statement has been made available to investors on the internet at ImageMasters’ website at www.MuniOS.com. The Commission hereby agrees to deliver or cause to be delivered to the Underwriters within seven (7) Business Days of the date hereof and in sufficient time to accompany any orders or confirmations from the Underwriters that request payment from any customers, the final official statement (including all information permitted to be omitted by Rule 15c2-12 and any amendments or supplements to such official statement as have been approved by the Commission and the Representative) (the “Official Statement” ) in “the designated electronic format” (as defined in Rule G-32 of the MSRB, to enable the Underwriters to comply with the rules of the Securities and Exchange Commission (the “SEC”) and the MSRB. The Commission hereby approves of the use and distribution by the Underwriters of the Official Statement in connection with the offer and sale of the Bonds. At the time o f or prior to the Closing Date (as hereinafter defined), the Representative shall file a copy of the Official Statement with the MSRB or its designee (including the MSRB’s Electronic Municipal Market Access system (“EMMA”)) or with any other repository approved from time to time by the SEC (either in addition to or in lieu of the filings referred to above).

The Commission will deliver the Continuing Disclosure Certificate substantially in the form set forth in the Preliminary Official Statement (the “Continuing Disclosure Certificate”) on the Closing Date. The form of the Continuing Disclosure Certificate will also be set forth in the Official Statement.

Section 5. The Closing. At ______ a.m., California time, on [Closing Date] or at such other time or on such other date as the Commission and the Representative may agree (the “Closing Date”), the Commission shall deliver, or cause to be delivered to or for the account of the Underwriters, through the Fast Automated Securities Transfer (“ FAST”) delivery system of The Depository Trust Company ( “DTC”), the Bonds in book- entry eligible form, duly executed and authenticated, and registered in the name of Cede & Co., as nominee of DTC. Concurrently with the delivery of the Bonds to the Representative, the Commission will deliver the documents -4-
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hereinafter mentioned at the offices of Jones Hall, A Professional Law Corporation (together with Alexis S. M. Chiu, Esq., “Co-Bond Counsel”), in San Francisco, California, or another place to be mutually agreed upon by the Commission and the Representative. The Underwriters shall accept such delivery and pay the purchase price for the Bonds set forth in Section 1 by federal funds wire transfer in immediately available funds to the order of the Trustee for the account of the Commission. This payment for, and delivery of, the Bonds, together with the delivery of the aforementioned documents, is herein called the “Closing.” The Representative shall order CUSIP identification numbers and the Commission shall cause such CUSIP identification numbers to be printed on the Bonds; provided, that neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriters to accept the Bonds.

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 department of the City and County of San Francisco duly organized and validly existing pursuant to its Charter and the Constitution and laws of the State, with full authority to: (i) adopt the Commission Resolution; (ii ) execute and deliver the Master Indenture, the Fifteenth Supplemental Indenture, the Escrow Agreement, dated as of [April 1, 2023] (the “Escrow Agreement”), by and between the Commission and U.S. Bank Trust Company, National Association, as escrow agent (the “Escrow Agent”), the Continuing Disclosure Certificate and this Purchase Contract; (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 absenc e of which would materially adversely affect the due performance by the Commission of, its respective obligations under the Bonds, this Purchase Contract, the Escrow Agreement and the Indenture have been duly obtained or when required for future performanc e are expected to be obtained, except for 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, as of its date was and as of the date hereof is, 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 the statements and informa tion 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 amount, principal amount per maturity, delivery dates, or other terms of the Bonds depending on such matters, (ii) DTC and the book- entry only system, (iii) any CUSIP numbers and (iv) information provided by the Underwriters , or bond insurers, if any, for inclusion in the Preliminary Official Statement or Official -5-
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Statement, including without limitation information regarding the prices and yields of the Bonds and under the caption “UNDERWRITING.”
(c) Amendment of Official Statement. If, at any time pr ior 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 Orrick, Herrington & Sutcliffe LLP (“Disclosure Counsel”) 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 or the Commission, such event, fact or condition requires the preparation and 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 Underwriters may from time to time reasonably request in writing prior to the End of the Underwriting Period. (d) 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 of California or the United States, or any agency or department of either, or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other 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, in any such case to the extent that the same would have a material and adverse effect upon the business or 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. -6-
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(e) No Other Bond Issues or Debt . Other than the Series 2023AB Bonds and commercial paper notes, between the time of acceptance hereof and the Closing Date, the Commission will not, without prior written notice to the Representative, issue any bonds or securities or incur any other indebtedness secured by the Revenues. (f) 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 board 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 , this Purchase Contract or any action of the Commission authorizing the issuance, execution or delivery thereof; (iv) in any way contesti ng 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 there of, 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 Enterprise (as defined in the Indenture) , Net Revenues or the consummation of the transactions contemplated by this Purchase Contract or contesting in any way the completeness, accuracy or fairness of the Official Statement. The Commission shall advise the Representative promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of the Preliminary Official Statement or the Official Statement in connection with the offering, sale or distribution of the Bonds.
(g) 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 Underwriters may reasonably request in order to qualify the Bonds for offer and sale under the Blue Sky or othe r securities laws and regulations of such states and other jurisdictions of the United States as the Underwriters may designate; provided, however, that the Commission will not be required to execute a special or general consent to service of process or qu alify as a foreign corporation in connection with any such qualification in any jurisdiction.
(h) Continuing Disclosure. Based on a review of its previous undertakings and except as described in the Preliminary Official Statement and 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.
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(i) Valid and Binding Obligations . This Purchase Contract , the Escrow Agreement, Fifteenth Supplemental Indenture 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 and similar law affecting creditors rights generally and general principals of equity). The Bonds, when issued, delivered and paid for as provided herei n 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.
(j) Financial Statements. The financial statements of the Commission for the years ended June 30, 2022 and June 30, 2021 fairly represent the receipts, expenditures, assets, liabilities and cash balances of such amounts and, insofar as presented, other funds of the Commission as of the dates and for the periods therein set forth. Except as disclosed in the Official Statement or otherwise disclosed in writing to the Representative, there has not been any materially adverse change in the financial condition of the Commission or in its operations since the date of such financial statements and there has been no occurrence, circumstance or combination thereof which is reasonably expected to result in any such materially adverse change. The financial statements of the Commission are public documents and the Commission has not requested nor did the Commission obtain permission from KPMG LLP, independent certified public accountants, to include the financial statements of the Commission for the years ended June 30, 2022 and June 30, 2021 in the Preliminary Official Statement or the Official Statement.

Section 7. Representations, Warranties and Agreements of the Underwriter s. 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 all SEC and MSRB rules applicable to the offering, sale and delivery of the Bonds to ultimate purchasers. (d) 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.
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Section 8. Establishment of “Issue Price” of Bonds.
(a) The Representative, on behalf of the Underwriters, agrees to assist the Commission in establishing the “issue price” of the Bonds and shall execute and deliver to the Commission on or before the Closing Date an “issue price” or similar certificate, together with supporting pricing wires or equivalent communications, substantially in the form attached hereto as Appendix C, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Representative, the Commission and Co- Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Commission under this Section 8 to establish the issue price of the Bonds may be taken on behalf of the Commission by the Commission’s Co-Municipal Advisors identified herein and any notice or report to be provided to the Commission may be provided to the Commission’s Co-Municipal Advisors. (b) With respect to Bonds of those maturities as to which at least 10% of the Bonds of the maturity has been sold to the public (defined in subsection (f) below) at a single price (the “10% test”), based on reporting by the Representative to the Commission on the date hereof and prior to the execution of this Purchase Contract, which maturities are indicated in Schedule I attached hereto as having satisfied the 10% test (the “10% Test Maturities”), the Commission will treat the first price at which 10% of each such maturity of the Bonds was sold to the public as the issue price of that maturity. With respect to Bonds of those maturities as to which the 10% test has not been satisfied, based on reporting by the Representative to the Commission on the date hereof and prior to the execution of this Purchase Contract, which maturities are indicated in Schedule I attached hereto as being subject to the “hold-the-offering- price rule,” defined below (the “Hold-the-Offering-Price Maturities”), the Representative and the Commission agree that the rules in paragraph (c) below shall apply. For purposes of this section, for Bonds maturing on the same date but having different interest rates, each separate CUSIP number for such Bonds is subject to the 10% test or subsection (c) below, as the case may be, as if such separate CUSIP number were a separate maturity. (c) With respect to the Hold- the-Offering-Price Maturities, the Representative confirms that the Underwriters have offered the Bonds to the public on or before the date of this Purchase Contract at the offering price or prices (the “ initial offering price”), or at the corresponding yield or yields, set forth in Schedule I attached hereto, except as otherwise set forth therein. Schedule I also sets forth, as of the date of this Purchase Contract, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Commission and the Representative, on behalf of the Underwriters, agrees that the restrictions set forth in the next sentence shall apply (the “hold-the-offering-price rule”). So long as the hold-the-offering- price rule remains applicable to any maturity of the Bonds, the Underwriters will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(i) the close of the fifth (5
th) business day after the sale date; or
(ii) the date on which the Underwriters have sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
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(d) The Commission acknowledges that, in making the representations set forth in this subsection (d), the Representative will rely on (i) the agreement of each Underwriter to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold- the-offering-price rule, if applicable to the Bonds, as set forth in an agreement among underwriters and the related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the- offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event that an Underwriter is a party to a retail or other third-party distribution agreement that was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker- dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold- the- offering-price rule, as set forth in the retail or other third- party distribution agreement and the related pricing wires. The Commission further acknowledges that each Underwriter shall be solely liable for its failure to comply with its agreement regarding the requirement for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, and that no Underwriter shall be liable for the failure of any other Underwriter, or of any dealer who is a member of a selling group, or of any broker- dealer that is a party to a retail or other third- party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds. (e) The Representative confirms that:
(i) any agreement among underwriters, any selling group agreement and each retail or other third-party distribution agreement (to which the Representative is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter, each dealer who is a member of the selling group and each broker-dealer that is a party to such retail or other third- party distribution agreement, as applicable:
(A) to promptly notify the Representative of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below); and (B) to acknowledge that, unless otherwise advised by the Underwriter, dealer or broker-dealer, the Representative shall assume that each order submitted by the Underwriter, dealer or broker-dealer is a sale to the public.
(ii) any agreement among underwriters and any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter or dealer that is a party to a retail or other third-party distribution -10-
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agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such retail or other third-party distribution agreement to comply with the hold-the -offering-price rule, if applicable, in each case if and for so long as directed by the Representative or the Underwriter and as set forth in the related pricing wires. (f) The Underwriters acknowledge that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this subsection (f). Further, for purposes of this subsection (f):
(i) “public” means any person other than an underwriter or a related party to an underwriter,
(ii) “underwriter” means (A) any person that agrees pursuant to a written contract with the Commission (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a retail or other third-party distribution agreement participating in the initial sale of the Bonds to the public),
(iii) a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and
(iv) “sale date” means the date of execution of this Purchase Contract by all parties.

Section 9. 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:
(a) Bring-Down Repre sentation. 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. -11-
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(b) Executed Documents and Performa nce Thereunder . At the time of the Closing: (i) the Indenture, this Purchase Contract, the Escrow Agreement, the Continuing Disclosure Certificate and the Official Statement shall be in full force and effect, and shall not have been amended, modified or s upplemented 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 Escrow Agreement, the Official Statement and the Indenture 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 or this Purchase Contract. (d) Termination Events . The Representative may terminate this Purchase Contract by notification in writing to the Commission from the Representative, 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 the amendment or supplement, in the reasonable judgment of the Representative, would materially adversely affect the market for the Bonds, 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 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 -12-
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decision by any court of competent jurisdiction within the State shall be rendered ; 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 qualifica tion 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 has occurred; or
(viii) the ratings on the Bonds or any other debt obligations secured by Net Revenues of the Enterprise shall have been downgraded or withdrawn or the subject of an official notice as to a possible downgrading (such as being 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 (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 (or any escalation thereof).

The termination of this Purchase Contract pursuant to this Section 9(d) by the Underwriters with respect to the Bonds sha ll not prohibit the Commission from selling such Bonds to any other underwriter.
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(e) Closing Documents. At or prior to the Closing, the Representative shall receive with respect to the Bonds (unless the context otherwise indicates) the following documents, in each case satisfactory in form and substance to the Representative:
(1) Approving Authorizations. Certified copies of the Ordinance and Commission Resolution.
(2) Bond Documents. An executed copy of the Master Indenture and executed originals of the Fifteenth Supplemental Indenture, the Escrow Agreement, the Continuing Disclosure Certificate and this Purchase Contract. (3) Final Opinion. An approving opinion or opinions of Co-Bond Counsel, dated the Closing Date, and substantially in the form attached to the Official Statement, and a letter of such counsel addressed to the Underwriters to the effect that such opinion may be relied upon by the Underwriters to the same extent as if it had been addressed to them.
(4) Supplemental Opinion. A supplemental opinion or opinions of Co- Bond Counsel addressed to the Commission and the Underwriter, dated the Closing Date, to the following effect:
(i) The statements contained in the Official Statement under the captions “ THE
2023ABC BONDS,” “ SECURITY FOR THE BONDS,” “ TAX
MATTERS,” APPENDIX A—“SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE,” and APPENDIX C—“P ROPOSED F ORM OF OPINION OF CO- BOND COUNSEL,” insofar as such statements purport to summarize certain provisions of the Bonds, the Indenture, and the opinion of Co-Bond Counsel are 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. (iii) This Purchase Contract has been duly executed and delivered by the Commission and constitutes the valid and binding agreement of the Commission.
(5) Defeasance Opinion. A defeasance opinion of Co-Bond Counsel with respect to the [Series 2018C Bonds/the Refunded Bonds]. (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 Underwriters, 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 -14-
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Preliminary Official Statement and the Official Statement were discussed, no information came to such counsel’s attention which caused such counsel to believe that the Preliminary Official Statement, as of its date, or the Official Statement, as of its date and as of the Closing Date (except for the financial, statistical or economic data or forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions or expressions of opinion, CUSIP numbers (or other identification numbers, if applicable), any information regarding DTC and its book-entry system, and any information contained in Appendices included therein (other than Appendix D), and any information incorporated by reference therein, as to which no opinion or view need be expressed) contained any untrue statement of a material fact or omitted 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.
(6) 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. (7) Certificate of the Trustee and Escrow Agent. A certificate of U.S.

Bank Trust Company, National Association, as Trustee and Escrow Agent (referred to collectively in the capacity of Trustee and Escrow Agent, as “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 (together, the “ U.S. Bank Documents ”) and to perform its obligations thereunder and to authenticate the Bonds. (ii) U.S. Bank has accepted the duties and obligations imposed on it by the U.S. Bank Documents.
(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 U.S. Bank Documents to be undertaken by the U.S. Bank.
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(iv) Compliance with the terms of the U.S. Bank Documents 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. Ba nk, 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 the 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 U.S. Bank Documents or the Bonds, or contesting the powers of U.S. Bank or its authority to enter into and perform its obligations under the U.S. Bank Documents or the Bonds, wherein an unfavorable decision, ruling or finding would adversely affect the validity of the Bonds or the U.S. Bank Documents.
(8) Opinion of Counsel to the Trustee and Escrow Agent . An opinion of counsel to U.S. Bank addressed to the Commission and the Underwriters, dated the Closing 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 U.S. Bank Documents 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 U.S. Bank Documents and the authentication of the Bonds or the consummation by the U.S. Bank of the transactions contemplated in the U.S. Bank Documents except such as have been obtained and except such as may be required under the state securities or Blue Sky laws in connection w ith the purchase and distribution of the Bonds by the Underwriters.
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(v) U.S. Bank’s acceptance of its duties under the U.S. Bank Documents 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 U.S. Bank or the Bonds.
(9) Tax Certificate.

Tax Certificate of the Commission, dated the Closing
Date, in form satisfactory to Co-Bond Counsel.
(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 pursuant to Section 53583 of the Government Code and Section 8855(g) of the Government Code.
(11) Rating Letters for the Bonds. Rating letters of Moody’s Investors Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business ( “S&P”), evidencing that such rating agencies have assigned their municipal bond ratings of “___” and “___,” respectively.
(12) Opinion of the City Attorney. An opinion of the City Attorney addressed to the Underwriters, dated the Closing Date, in substantially the form attached hereto as Appendix B.
(13) Blue Sky Memorandum. A copy of the Blue Sky Memorandum with respect to the Bonds, prepared by Hawkins, Delafield & Wood LLP, counsel to the Underwriters (“Underwriters’ Counsel”).
(14) Opinion of the Underwriters’ Counsel. The opinion of Underwriters’ Counsel, dated the Closing Date and addressed to the Underwriters, in form satisfactory to the Underwriters.
(15) Verification Report. A verification report of _____, certified public accountants, as described in the Official Statement.
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(16) Green Bonds Certification. An executed certificate of Climate Bonds Initiative (“CBI”) (a) confirming that the Bonds have been certified under the Climate Bonds Standard Water Sector Criteria (the “Green Bond Certification”), (b) confirming that, with respect to the information set forth in its certification as described in the Green Bond Certification, nothing has occurred that would lead CBI to conclude that the assumptions in the Green Bond C ertification are no longer reasonable or that the information, conclusions and forecasts in the Green Bond Certification should not be relied upon, and (c) certifying as to the accuracy of the information under the caption “GREEN BONDS DESIGNATION AND CLIMATE CERTIFICATION” in the Preliminary Official Statement and the Official Statement.
(17) Additional Documents. Such legal opinions, additional certificates, 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, unless waived by the Representative , 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 11 hereof.

Section 10. 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 $ [Good Faith Deposit] (the “Good Faith Deposit”). At the Closing, the Good Faith Deposit will be applied t owards and deducted from the aggregate net purchase 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 9 hereof), the Commission may retain such Good Faith Deposit as and for liquidated damages for such failure by the Underwriters. 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 Underwriter s 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. 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 this offer by the Commission shall constitute a waiver of any right the Commission may have -18-
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to additional damages from the Underwriters. 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 t hat the Commission would sustain in the event of the Underwriter’s 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 Bonds 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 9 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 Underwriters, this Purchase Contr act shall terminate, and neither party shall have any further obligations hereunder.

Section 11. Expenses.
(a) Commission. The 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 the Trustee and counsel to the Trustee in connection with the issuance of the Bonds; (3) the fees and disbursements of Co-Bond Counsel and Disclosure Counsel and of Montague DeRose and Associates, LLC and Backstrom McCarley Berry & Co., LLC, as Co-Municipal Advisors to the Commission, CBI, as green bond cerifier, and any other experts or consultants retained by the Commission in connection with the transactions contemplated hereby; (4) fees of the verification agent and (5) the costs related to obtaining ratings. -19-
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(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; (3) California Debt and Investment Advisory Commission fees; (4) 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 Underwriter, including Underwriter ’s Counsel, the fees and charges of the CUSIP Bureau and the MSRB; and (5) the fees of Digital Assurance Certification, L.L.C. for a continuing disclosure compliance review. Certain expenses of the Underwriters may be included in the expense component of the Underwriters’ discount. In addition, the Commission agrees to reimburse the Underwriters for any expenses incurred by the Underwriter s on behalf of the Commission’s employees and representatives which are in connection with this Purchase Contract, including, but not limited to, meals, transportation and lodging of those employees and representatives, which expenses, if any, will be included in the expense component of the Underwriter’s discount. The Underwriter s agree to provide the Commission with a detailed itemization of any such expenses incurred on behalf of Commission employees or representatives prior to the Closing Date. [ Notwithstanding that the California Debt and Investment Advisory Commission fees are solely the legal obligation of the Underwriters , the Commission agrees to reimburse the Underwriters for such fees.]

Section 12. City Contracting Requirements . The provisions set forth in Appendix A , attached hereto, are incorporated herein by this reference.

Section 13. Notices. Any notice or other communication to be given under this Purchase Contract to the Commission or 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/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
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If to the Representative:

Goldman Sachs & Co. LLC
555 California Street, 45th Floor
San Francisco, California 94104
Attention: [______]
Telephone: [_____]
Fax: [_____]
Section 14. 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 t he 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 Underwriter, (b) delivery of and payment for the Bonds hereunder, and (c) any termination of this Purchase Contract.

Section 15. 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 16. Mutual Reliance on Representations and Warranties. The Commission hereby acknowledges that the Underwriter s, in causing the 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 17. 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 18. 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 the City and County of San Francisco Superior Court, San Francisco, California; provided, that the Commission may waive the requirement of venue.
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Section 19. 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 officers 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 or any political subdivision thereof, including the City, is pledged to the obligations of the Commission hereunder.

Section 20. 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, the Underwriters are 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) t he 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), (iv) the only obligations the Underwriters have to the Commission with respect to the transaction contemplated hereby expressly are set f orth in this Purchase Contract, and (v) 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. T he Underwriters are not acting as a Municip al Advisor 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.

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Very truly yours,
GOLDMAN SACHS & CO. LLC, as
Representative

By: ___________________________________
Name:

Title:

Accepted as of the date first stated above:

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By:_________________________________
Name:

Title:

Approved as to Form:

DAVID CHIU
City Attorney
By:_________________________________
Mark D. Blake, Deputy City Attorney

[Signature Page to Wastewater Revenue Bonds 2023 Series C Bond Purchase Contract]

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SCHEDULE I

TO THE PURCHASE CONTRACT

MATURITY SCHEDULE
$[2023C PAR]
2023 SERIES C
(Refunding)
$_____ _____% Series 2023C Term Bonds due November 1, 20__ – Yield _____%, Price _____ [10% Test Satisfied/Subject to Hold-the-Offering Price Rule] Optional Redemption of Bonds. The Bonds are subject to redemption prior to their stated maturity, at the option of the Commission, from and to extent of any source of available funds, as a whole or in part, on any date on or after __________ 1, 20__, at a redemption price equal to 100% of the principal amount of the Bonds to be redeemed, plus accrued interest thereon to the date fixed for redemption, without premium.

Mandatory Sinking Fund Redemption of Bonds. The Bonds maturing on October 1, 20__ (the “ 2023C Term Bonds ”), and payable from the 2023 Series C Sinking Fund Account (as defined in the Indenture), are further subject to redemption prior to their stated maturity, from the 2023 Series C Sinking Fund Account, on any October 1 on and after October 1, 20__, by lot within any such maturity if less than all of the 2023C Term Bonds are then being redeemed, upon payment of the principal amount thereof and accrued interest thereon to the date fixed for redemption, without premium, in accordance with the following schedule (such schedule subject to adjustment as directed by the Commission in the event of optional redemption of any portion of such 2023C Term Bonds prior to maturity as described above):

Redemption Date
(October 1) Principal Amount

*
*Maturity.

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APPENDIX A

CITY CONTRACTING PROVISIONS

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. Nondiscrimination; 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. MacBride 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.

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4. Alcohol and 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 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. Compliance with Americans with Disabilit ies 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 its obligations under section 1.126 of the City’s Campaign and Governmental Conduct Code, which prohibits any person who contracts with, or is seeking a contract with, any department of 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 for a grant, loan or loan guarantee, or for a development agreement, from making any campaign contribution to (1) a City elected official if the contract must be approved by that official, a board on which that official serves, or the board of a state agency on which an appointee of that official serves, (2) a candidate for that City elective office held by such individual, or (3) a committee controlled by such elected official or a candidate for that office, at any time from the submission or a proposal for the contract until the later of either the termination of negotiations for such contract or twelve months after the date the City approves the contract. 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 10 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 certifies that it has informed each such person of the limitation on contributions imposed by Section 1.126 by the time it submitted a proposal for such contract and has provided the names of the persons required to be informed to the City department with whom it is contracting.

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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 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. Prohibition 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 may have access to the City’s proprietary 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. Consideration 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

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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 extent 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.

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 transmi t 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 entering 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. The 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 Requirements. 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.

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17. Cooperative Drafting . This 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-Sweetened 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. Each Underwriter must comply with all of the provisions of the First Source Hiring Program, Chapter 83 of the San Francisco Administrative Code, that apply to this Purchase Contract, and each Underwriter is subject to the enforcement and penalty provisions in Chapter 83.

20. Laws Incorporated 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.”

21. Prevailing Wages. Services to be performed by the Underwriter s under this Agreement may involve the performance of trade work covered by the provisions of Section

6.22(e) of the Administrative Code or Section 21C (collectively, “Covered Services”). The provisions of Section 6.22(e) and 21C of the Administrative Code are incorporated as provisions of this Agreement as if fully set forth herein and will apply to any Covered Services performed by each Underwriter.

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APPENDIX B

FORM OF CITY ATTORNEY OPINION
[Closing Date]
Public Utilities Commission
of the City and County of San Francisco
San Francisco, California
Board of Supervisors
of the City and County of San Francisco
San Francisco, California
RE: $[2023C Par] Public Utilities Co mmission of
the City and County of San Francisco
Wastewater Revenue Bonds, 2023 Series C (Refunding)(Green Bonds) Ladies and Gentlemen:

This office has acted as counsel to the Public Utilities Commission of the City and County of San Francisco (“Commission”) with respect to the issuance of its $ [2023C Par] aggregate principal amount of Wastewater Revenue Bonds 2023 Series C (Refunding)(Green Bonds) (the “Bonds”). The Bonds are being issued pursuant to the Constitution and the laws of the State of California, the Charter of the City and County of San Francisco (“City”), and a Fif teenth Supplemental Indenture, between the Commission and U.S. Bank Trust Company, National Association, as successor trustee (“Trustee”), dated as of [April] 1, 2023, supplementing the Original Indenture, dated as of January 1, 2003, between the Commission and the Trustee, as successor trustee, as amended and supplemented to date (collectively, the “Indenture”). All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Indenture.

In connection therewith, the undersigned has examined such documents, certificat es and instruments as the undersigned deemed necessary for the purposes of this opinion, including, but not limited to, the Indenture, the Purchase Contract, dated _____, 2023 (the “Purchase Contract”), by and between the Commission and Goldman Sachs & Co. LLC, as representative of the underwriters named therein, the Escrow Agreement, by and between the Commission and the Trustee, the Continuing Disclosure Certificate of the Commission, as executed and delivered on the date of delivery of the Bonds (“Continuing Disclosure Certificate”), Resolution No. 23- ______ of the Commission adopted on ____, 2023 (“Commission Resolution”), Ordinance No. [___] of the Board of Supervisors of the City (the “Board of Supervisors”) passed by a two-thirds vote on [____]; and signed by the Mayor on [______] (“City Ordinance”).

In reviewing the documents and matters referred to above, the undersigned has not undertaken to verify independently and has assumed the accuracy of the factual matters represented, warranted or certified therein. The undersigned has examined the Charter of the City.

The opinions expressed herein are based on an analysis of existing laws, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities. Such opinions may be affected by actions taken or omitted or events occurring after the date hereof. We have

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not undertaken to determine, or to inform any person, whether any such actions are taken or omitted or events do occur or any other matters come to our attention after the date hereof. We disclaim any obligation to update this opinion. We have assumed the genuineness of all documents and signatures presented to us (whether as originals or as copies) and the due and legal execution and delivery thereof by, and validity against, any parties other than the Commission. In addition, we call attention to the fact that the rights and obligations under the Indenture, the Bonds and the Escrow Agreement and their enforceability may be subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against cities and counties in the State of California. We express no opinion with respect to any indemnification, contribution, penalty, choice of law, choice of forum, choice of venue, waiver or severability provisions contained in the foregoing documents.

Based upon and subject to the foregoing, the undersigned is of the opinion that:

1. The Commission is duly organized and validly existing as a commission of the City under and pursuant to the Charter of the City.

2. The Commission Resolution and City Ordinance were duly passed at meetings of the Commission and the Board of Supervisors, respectively. The meetings were called and held pursuant to law, with all public notice required by law and at which a quorum was present and acting throughout. The Commission Resolution and City Ordinance are in full force and effect, as of the date hereof, and have not been modified, amended or rescinded since their approval date.

3. To the best of the undersigned’s knowledge, no action, suit, proceeding, inquiry or investigation, at law or in equity before or by any court, governmental agency, public board or body, is pending or threatened against the Commission to restrain or enjoin the issuance of the Bonds, or in any way contesting the validity of the Indenture, Continuing Disclosure Certificate, the Escrow Agreement, the Purchase Contract, the City Ordinance or the City Resolution.

4. There is no litigation pending, with service of process having been accomplished, questioning the existence of the City or the Commission, or contesting the power of the Commission to fix water rates and charges, or in any way contesting or affecting (i) the proceedings under which the Bonds are to be issued, (ii) the validity of the Bonds or the validity of the Indenture, (iii) the pledge of Revenues by the Commission under the Indenture or (iv) the title to the office of the present members of the Board of Supervisors or the Commission; nor are there suits or claims against the City or the Commission which would materially impair the ability of the Commission to pay principal or interest on the Bonds when due.

5. The Indenture, Continuing Disclosure Certificate, the Escrow Agreement and the Purchase Contract have been duly authorized, executed and delivered by the Commission, and constitute valid and binding agreements of the Commission enforceable in accordance with their respective terms.

6. To the best of the undersigned’s knowledge, except as otherwise disclosed in the Preliminary Official Statement and the Official Statement, neither the execution nor the delivery by the Commission of the Indenture, the Escrow Agreement, the Continuing Disclosure Certificate or the 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

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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 the Purchase Contract.

This letter is furnished for the benefit of the above -addressed parties, and is not intended to, and shall not, be relied upon by anyone other than the above -addressees. This letter shall not be circulated, quoted or otherwise referred to or relied upon for any other purpose or by any other person. The City Attorney does not undertake any obligation to update this letter. Other than the Commission and the City, no attorney-client relationship has existed or exists between this office and any other party.

Very truly yours,

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APPENDIX C

ISSUE PRICE CERTIFICATE
The undersigned, on behalf of Goldman Sachs & Co. LLC, on its own behalf and as representative (the “ Representative”) of BofA Securities, Inc. (together, the “Underwriting Group”), to the extent set forth herein, hereby certifies as set forth below with respect to the sale and issuance of the Public Utilities Commission of the City and County of San Francisco, San Francisco Wastewater Revenue Bonds, 2023 Series C (Refunding)(Green Bonds) (the “Bonds”).

1. Sale of the General Rule Maturities . As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A. The “10% Rule Used” box is checked for each such Maturity in Schedule A.

2. Defined Terms.
(a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “General Rule Maturities.”
(b) Issuer means the Public Utilities Commission of the City and County of San Francisco.
(c) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities.
(d) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term “related party” for purposes of this certificate means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (e) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is [Pricing Date]. (f) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).

The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents the Representative’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate with respect to the Bonds and with respect to compliance with the federal income tax rules affecting the

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Bonds, and by Jones Hall, a Professional Law Corporation and Alexis S. M. Chiu, Esq., in connection with rendering their respective opinions that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.

The representations set forth herein are not necessarily based on personal knowledge and, in certain cases, the undersigned is relying on representations made by the other members of the Underwriting Group.

GOLDMAN SACHS & CO. LLC, as
Representative

By: __________________________________
Name:

Title:

Dated: [Closing Date]

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SCHEDULE A

SALE PRICES OF THE GENERAL RULE MATURITIES
(Attached)

Jones Hall Draft 3-03-2023

ESCROW AGREEMENT
(2018C Bonds)

by and between

PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
as Trustee/Escrow Agent

relating to

$179,145,000
Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds,
2018 Series C
(Green Bonds)

Dated as of April 1, 2023

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ESCROW AGREEMENT
(2018C Bonds)

THIS ESCROW AGREEMENT (2018C Bonds), dated as of April 1, 2023 (the “Escrow Agreement”), is by and between the PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO (the “ Commission”) and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), a national banking association duly organized and existing under and by virtue of the laws of the United States of America, as trustee for the Refunded Bonds (as defined herein) and as escrow agent (the “Trustee/Escrow Agent”) hereunder.

WITNESSETH:

WHEREAS, pursuant to the Indenture, dated as of January 1, 2003 (the “Original Indenture”), by and between the Commission and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee thereunder (the “ Trustee”), and that certain Eighth Supplemental Indenture, dated as of August 1, 2018 (the “Eighth Supplemental Indenture ”, and together with the Original Indenture, as amended and supplemented, referred to as the “Indenture” herein), by and between the Commission and the Trustee, the Commission previously issued its Wastewater Revenue Bonds, 2018 Series C (Green Bonds), in the aggregate principal amount of $179,145,000 (the “2018 Series C”); and

WHEREAS, pursuant to Section 9.109 of the Charter of the City and County of San Francisco (as supplemented by California Government Code Section 53580 et seq.) (the “City Charter”), the Board of Supervisors (the “Board”) of the City and County of San Francisco (the “City”) is authorized to provide for the issuance 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 expected to result in net debt service savings to the City on a present value basis, calculated as provided by ordinance; and

WHEREAS, on September 29, 2020, the Board adopted Ordinance No. 173- 20, signed by the Mayor on October 1, 2020, approving, among other things, the issuance and sale of wastewater revenue bonds, pursuant to Article VIIIB of the City Charter of the City, in an aggregate principal amount not to exceed $349,919,252, to finance capital project benefiting the Wastewater Enterprise, and further authorized the approved the issuance of wastewater revenue refunding bonds, to refund any outstanding obligations of the Wastewater Enterprise, subject to the limitations set forth therein; and

WHEREAS, on March 28, 2023, the Commission passed its Resolution No. 23-____, approving, among other things, the issuance of its wastewater revenue bonds to refund the Refunded Bonds (as defined herein); and

WHEREAS, under the authority granted under the City Charter and by the ordinances and resolution hereinabove mentioned, the Commission is, simultaneously with the execution of this Escrow Agreement, issuing its Wastewater Revenue Bonds, 2023 Series C (Refunding), in the aggregate principal amount of $__________ (the “2023 Series C Bonds” ), for the purpose of providing moneys, a portion of which will be used to refund and defease, on a current basis, the 2018 Series C set forth in Exhibit A-1 attached hereto (the “Refunded Bonds”), on July 17, 2023 (the “Redemption Date”), at a redemption price equal to 100% of the outstanding aggregate principal amount thereof, together with interest accrued with respect to the Refunded Bonds through the Redemption Date (“Redemption Price”); and

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NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Commission and the Trustee/Escrow Agent agree as follows:

Section 1. Establishment and Maintenance of Escrow Fund. The Trustee/Escrow Agent hereby agrees to establish and maintain an escrow fund for the Refunded Bonds securing the Refunded Bonds (the “Escrow Fund''), and to hold the securities, investments and moneys therein at all times as a special fund and separate trust account. All securities, investments and moneys in the Escrow Fund, are hereby irrevocably pledged, subject to the provisions of Section 4 and Section 6 hereof, to secure the payment of the Refunded Bonds.

Section 2. Deposit to the Escrow Fund. Concurrently with the execution and delivery of this Escrow Agreement, the Commission hereby directs the Trustee/Escrow Agent to, and the Trustee/Escrow Agent shall, deposit the sum of $________, derived from the proceeds of the sale of the 2023 Series C Bonds (which the Commission caused to be transferred to the Trustee/Escrow Agent on April 19, 2023 (the “Closing Date”)) to the Escrow Fund.

Section 3. Investment of Moneys in the Escrow Fund. The Trustee/Escrow Agent hereby acknowledges receipt of $_________ as described in Section 2 above, and that such amount was deposited to the Escrow Fund. The Commission hereby directs the Trustee/Escrow Agent to, and the Trustee/Escrow Agent shall, on the Closing Date, use $_________ on deposit in the Escrow Fund to purchase the securities described in Exhibit B attached hereto (the “ Initial Government Securities”), and shall retain $____ in the Escrow Fund as a beginning cash balance.

The Trustee/Escrow Agent shall purchase the Initial Government Securities as provided in this Section and shall hold such Initial Government Securities, the beginning cash balance and any earnings received thereon and any reinvestment thereof pursuant to this Escrow Agreement and disburse such amounts as provided herein. The Trustee/Escrow Agent shall collect amounts due and shall sell or otherwise liquidate investments in the Escrow Fund as needed to make the payments and transfers required by this Escrow Agreement and may substitute different Government Securities, as defined and subject to the terms and limitations of Section 7 hereof, for the Initial Government Securities but otherwise shall have no power or duty to sell, transfer, request the redemption of or otherwise dispose of the Initial Government Securities.

Section 4. Redemption of the Refunded Bonds.

(a) The Commission hereby directs the Trustee/Escrow Agent to, and the Trustee/Escrow Agent shall, on the Redemption Date, withdraw from the Escrow Fund, amounts sufficient to pay the Redemption Price of the Refunded Bonds on the Redemption Date (such amounts described in Exhibits C attached hereto). Such transfers shall constitute the payments of the principal, interest, and premium, if any, with respect to the Refunded Bonds and the Redemption Price due from the Commission. The holders of the Refunded Bonds shall have a first lien on the moneys and Government Securities in the Escrow Fund which are allowable and sufficient to pay the Refunded Bonds until such moneys and Government Securities are used and applied as provided in this Escrow Agreement. Any cash or securities held in the Escrow Fund are irrevocably pledged only to the holders of the Refunded Bonds. Upon deposit of the moneys and Government Securities with the Trustee/Escrow Agent pursuant to the provisions of Sections 1 and 2 hereof, the holders of the Refunded Bonds shall cease to be entitled to any lien, benefit or security under the Indenture.

Section 5. Possible Deficiencies. If at any time it shall appear to the Trustee/Escrow Agent that the moneys in the Escrow Fund will not be sufficient to make all payments required by Section 4 hereof, the Trustee/Escrow Agent shall notify the Commission in writing as soon as reasonably practicable of such fact and the amount of such deficiency. Thereupon the Commission shall use its best efforts to obtain and deposit

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with the Trustee/Escrow Agent for deposit in the Escrow Funds, from any legally available moneys, such additional moneys as may be required to meet fully the aggregate amounts to become due and payable on the Refunded Bonds as the same become due. The Trustee/Escrow Agent shall in no manner be responsible for the Commission's failure to make any such deposit. The Trustee/Escrow Agent may conclusively rely on the report of a nationally recognized firm of independent certified public accountants delivered with respect to the Escrow Fund as to the sufficiency of the amounts therein to pay the Refunded Bonds in accordance with Section 4 hereof.

Section 6. Unclaimed Moneys. The Trustee/Escrow Agent shall retain all unclaimed moneys, together with interest thereon, in the Escrow Fund and shall invest such unclaimed moneys as directed in writing by the Commission. At such time as the Commission delivers to the Trustee/Escrow Agent written notice that no additional amounts from the Escrow Fund will be needed to redeem the Refunded Bonds, or on July 24, 2023 , whichever occurs first, the Trustee/Escrow Agent shall transfer all amounts then remaining in the Escrow Fund to the Commission and thereafter the holders of the Refunded Bonds shall look only to the Commission for payment and the Trustee/Escrow Agent shall have no responsibility or liability whatsoever with respect to any of such moneys. At such time as no amounts remain in the Escrow Fund, they shall be closed.

Section 7. Reinvestment; Substitution of Government Securities. Except as specifically provided below, the Trustee/Escrow Agent may not sell, transfer, redemption of or otherwise dispose of the Initial Government Securities.

Interest income and other amounts received by the Trustee/Escrow Agent as payments on the Initial Government Securities held in the Escrow Fund shall be held as part of the Escrow Fund to be used for the purposes set forth in Section 4 hereof and may be invested by the Trustee/Escrow Agent at the written direction of the Commission; provided that (a) such amounts may only be invested as permitted by the Indenture; and (b) such investments shall have maturities which do not extend beyond the date on which the moneys so invested will be needed to make payments required by Section 4 hereof.

Upon written direction of the Commission, the Trustee/Escrow Agent may sell, liquidate, or otherwise dispose of some or all of the Initial Government Securities then held as an investment in the Escrow Fund and reinvest the proceeds thereof, together with other moneys held in the Escrow Fund in different securities, as permitted by the Indenture, provided that no such substitution shall occur unless (i) the amounts of and dates on which the anticipated withdrawals from the Escrow Fund by the Trustee/Escrow Agent for the payment of the principal of, redemption price of, and interest on the Refunded Bonds will not be diminished or postponed thereby, (ii) the Trustee/Escrow Agent shall receive the unqualified opinion of nationally recognized municipal bond counsel to the effect that such reinvestment and substitution will not adversely affect the exclusion from gross income for federal income tax purposes of interest on the 2023 Series C Bonds (if applicable) or the Refunded Bonds (if applic able), (iii) the Trustee/Escrow Agent shall receive from a firm of independent certified public accountants a certification that, immediately after such reinvestment and substitution, the principal of and interest on obligations in the Escrow Fund will, together with other cash on deposit in the Escrow Fund available for such purposes, be sufficient without reinvestment to pay, when due, the principal or redemption price of and interest on the Refunded Bonds; and (iv) the Trustee/Escrow Agent shall receive an opinion of nationally recognized bond counsel that such reinvestment and substitution is permissible under this Escrow Agreement and that the conditions under this Section 7 have been satisfied.

Section 8. Performance of Duties. The Trustee/Escrow Agent agrees to perform the duties set forth herein.

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Section 9. Indemnity. 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 the Trustee/Escrow Agent and its respective successors, assigns, directors, officers, agents, 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 whatsoever kind and nature which may be imposed on, incurred by, or asserted against, the Trustee/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 deposited therein and any payment, transfer or other application of moneys by the Trustee/Escrow Agent in accordance with the provisions of this Escrow Agreement; provided, however, that the Commission shall not be required to indemnify the Tr ustee/Escrow Agent against the Trustee/Escrow Agent's own negligence or willful misconduct or the negligent or willful misconduct of the Trustee/Escrow Agent's respective agents and employees. In no event shall the Commission or the Trustee/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 9. The indemnities contained in this Section 9 shall survive the termination of this Escrow Agreement or the earlier removal or resignation of the Trustee/Escrow Agent.

Section 10. Responsibilities of the Trustee/Escrow Agent. The Trustee/Escrow Agent and its respective successors, assigns, 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 deposited therein, the sufficiency of the funds deposited in the Escrow Fund to accomplish the defeasance of the Refunded Bonds or any payment, transfer or other application of moneys or obligations by the Trustee/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 Trustee/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 Trustee/Escrow Agent assumes no responsibility for the correctness thereof. The Trustee/Escrow Agent makes no representation as to the sufficiency of the funds deposited in the Escrow Fund to accomplish the refunding of the Refunded Bonds on the Redemption Date or to the validity of this Escrow Agr eement as to the Commission and, except as otherwise provided herein, the Trustee/Escrow Agent shall incur no liability with respect thereto. The Trustee/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, and the duties and obligations of the Trustee/Escrow Agent shall be determined by the express provisions of this Escrow Agreement. The Trustee/Escrow Agent may 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 with respect to any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Trustee/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 an authorized officer of the Commission.

The liability of the Trustee/Escrow Agent to make the payments required by this Escrow Agreement shall be limited to the moneys in the Escrow Fund.

No provision of this Escrow Agreement shall require the Trustee/Escrow Agent to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its duties hereunder, or in the exercise of its rights or powers.

The Trustee/Escrow Agent shall not be liable for the accuracy of any calculations provided herein.

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Any company into which the Trustee/Escrow Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Trustee/Escrow Agent may sell or transfer all or substantially all of its corporate trust business shall be the successor to the Trustee/Escrow Agent without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding.

The Commission shall pay the Trustee/Escrow Agent full compensation for its duties under this Escrow Agreement, including out -of-pocket costs such as publication costs, redemption or redemption expenses, legal fees and other costs and expenses relating hereto. Under no circumstances shall amounts deposited in the Escrow Fund be deemed to be available for said purposes.

The Trustee/Escrow Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed.

The Trustee/Escrow Agent may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Trustee/Escrow Agent be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee/Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

The Trustee/Escrow Agent shall have the right to accept and act upon instructions, including funds transfer instructions (“ Instructions”) given pursuant to this Escrow Agreement and delivered using Electronic Means (“Electronic Means”), which shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee/Escrow Agent, or another method or system specified by the Trustee/Escrow Agent as available for use in connection with its services hereunder); provided, however, that the Commission shall provide to the Trustee/Escrow Agent an incumbency certificate listing officers with the authority to provide such Instructions ( “Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Commission whenever a person is to be added or deleted from the listing. If the Commission elects to give the Trustee/Escrow Agent Instructions using Electronic Means and the Trustee/Escrow Agent in its discretion elects to act upon such Instructions, the Trustee/Escrow Agent's understanding of such Instructions shall be deemed controlling. The Commission understands and agrees that the Trustee/Escr ow Agent cannot determine the identity of the actual sender of such Instructions and that the Trustee/Escrow Agent shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee/Escrow Agent have been sent by such Authorized Officer.

The Commission shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee/Escrow Agent and that the Commission and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Commission. The Trustee/Escrow Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee/Escrow Agent's reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Commission agrees: (a) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee/Escrow Agent, including without limitation the risk of the Trustee/Escrow Agent acting on unauthorized Instructions, and the risk of interception and misuse

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by third parties; (b) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee/Escrow Agent and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Commission; (c) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (d) t o notify the Trustee/Escrow Agent immediately upon learning of any compromise or unauthorized use of the security procedures.

Except with respect to any future reinvestment or substitution of Government Securities as may be directed by the Commission as set forth in Section 7 hereof, the Trustee/Escrow Agent hereby represents that, as of the date hereof, it does not need any further certificate or direction from any other party in order to carry out the terms of this Escrow Agreement.

Section 11. Irrevocable Instructions As to Notice of Redemption and Notice of Defeasance. The Commission hereby directs the Trustee/Escrow Agent to give or cause to be given, and the Trustee/Escrow Agent agrees to give or cause to be given, notice of the redemption of the Refunded Bonds (a form of such notice being attached hereto as Exhibit D) at such time, in such manner and to such parties as provided in the Indenture (not less than 30 nor more than 60 days prior to the Redemption Date).

Additionally, the Commission hereby directs the Trustee/Escrow Agent to give or cause to be given, and the Trustee/Escrow Agent hereby agrees to give or cause to be given, upon the defeasance of the Refunded Bonds on the Closing Date, notice of the defeasance of the Refunded Bonds in the form attached hereto as Exhibit E (the “Defeasance Notice”) by mail such other approved delivery method, including via electronically to The Depository Trust Company, and to file the Defeasance Notice with the Municipal Securities Rulemaking Board's Electronic Municipal Market Access System (“EMMA”). The sole remedy for the Trustee/Escrow Agent's failure to file such notice on EMMA shall be an action by the holders of the Refunded Bonds in mandamus for specific performance or similar remedy to compel performance.

The Trustee/Escrow Agent hereby acknowledges that upon the funding of the Escrow Fund as provided in this Escrow Agreement, it is in receipt of the items constituting all of the conditions precedent to the redemption of the Refunded Bonds under the Indenture and the Refunded Bonds shall be paid in accordance with the Indenture. Additionally, the Trustee/Escrow Agent hereby acknowledges the receipt of the documents required to be delivered to it in connection with the defeasance of the Refunded Bonds pursuant to the provisions of the Indenture, and upon redemption of the Refunded Bonds, the Refunded Bonds shall cease to be entitled to any lien, benefit or security under the Indenture.

Section 12. Amendments. This Escrow Agreement is made for the benefit of the Commission and the holders from time to time of the Refunded Bonds and it shall not be repealed, revoked, altered or amended without the written consent of all such holders, the Trustee/Escrow Agent and the Commission; provided, however, but only after the receipt by the Trustee/Escrow Agent of an opinion of nationally recognized bond counsel that the exclusion from gross income of interest on the 2023 Series C Bonds (if applicable) and the Refunded Bonds (if applicable) will not be adverse ly affected for federal income tax purposes, the Commission and the Trustee/Escrow Agent may, without the consent of, or notice to, such holders, amend this Escrow Agreement or enter into such agreements supplemental to this Escrow Agreement as shall not materially adversely affect the rights of such holders and as shall not be inconsistent with the terms and provisions of this Escrow Agreement for any one or more of the following purposes: (a) to cure any ambiguity or formal defect or omission in this Escrow Agreement; (b) to grant to, or confer upon, the Trustee/Escrow Agent for the benefit of the holders of the Refunded Bonds any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such holders or the Trustee/Escrow Agent; and (c) to include under this Escrow Agreement additional funds, securities or properties. The Trustee/Escrow Agent shall be entitled to rely conclusively upon an unqualified opinion of

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nationally recognized bond counsel with respect to compliance with this Section 12, including the extent, if any, to which any change, modification, addition or elimination affects the rights of the holders of the Refunded Bonds or that any instrument executed hereunder complies with the conditions and provisions of this Section 12.

Section 13. Term . This Escrow Agreement shall commence upon its execution and delivery and shall terminate on the later to occur of either: (a) the date upon which the Refunded Bonds have been paid in accordance with this Escrow Agreement; or (b) the date upon which no unclaimed moneys remain on deposit with the Trustee/Escrow Agent and all amounts owed to the Trustee/Escrow Agent shall have been paid in full. Any unclaimed money shall be handled and disposed of in accordance with Section 6 hereof.

Section 14. Compensation. The Trustee/Escrow Agent shall receive its reasonable fees and expenses as previously agreed to; provided, however, that under no circumstances shall the Trustee/Escrow Agent be entitled to any lien nor will it assert a lien whatsoever on any moneys or obligations in the Escrow Fund for the payment of fees and expenses for services rendered by the Trustee/Escrow Agent under this Escrow Agreement.

Section 15. Resignation or Removal of Trustee/Escrow Agent. The Trustee/Escrow Agent, may at any time resign by giving written notice to the Commission of such resignation. The Commission may at any time remove the Trustee/Escrow Agent, which is serving as Trustee/Escrow Agent for the Refunded Bonds, on behalf of and at the direction of the Commission, by giving written notice to the Trustee/Escrow Agent of such removal. The Commission shall promptly appoint a successor Trustee/Escrow Agent by the resignation or removal date. Resignation or removal of the Trustee/Escrow Agent will be effective only upon acceptance of appointment by a successor Trustee/Escrow Agent. If the Commission does not appoint a successor, the Trustee/Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Trustee/Escrow Agent, which court may thereupon, after such notice, if any, as it may deem proper and prescribe, and as may be required by law, appoint a successor Trustee/Escrow Agent. After receiving a notice of resignation of a Trustee/Escrow Agent, the Co mmission may appoint a temporary Trustee/Escrow Agent to replace the resigning Trustee/Escrow Agent until the Commission appoints a successor Trustee/Escrow Agent. Any such temporary Trustee/Escrow Agent so appointed by the Commission shall immediately and without further act be replaced by the successor Trustee/Escrow Agent so appointed.

Section 16. Severability. If any one or more of the covenants or agreements provided in this Escrow Agreement on the part of the Commission or the Trustee/Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenants or agreements shall be null and void and shall be deemed separate from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Escrow Agreement.

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

Section 18. Governing Law. This Escrow Agreement shall be construed under the laws of the State of California.

Section 19. Holidays. If the date for making any payment or the last date for performance of any act or the exercising of any right, as provided in this Escrow Agreement, shall be a legal holiday or a day on which banking institutions in the city in which is located the principal office of the Trustee/Escrow Agent are authorized by l aw to remain closed, such payment may be made or act performed or right exercised on the next succeeding day not a legal holiday or a day on which such banking institutions are

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authorized by law to remain closed, with the same force and effect as if done on the nominal date provided in this Escrow Agreement, and no interest shall accrue for the period after such nominal date.

Section 20. Assignment. This Escrow Agreement shall not be assigned by the Trustee/Escrow Agent or any successor thereto without the prior written consent of the Commission, except such assignment in connection with a merger, conversion or consolidation as described in Section 10 hereof shall not require such prior written consent of the Commission.

[Remainder of page intentionally left blank]

[Signature page to Escrow Agreement (2018C Bonds)]

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

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO

By
Dennis J. Herrera, General Manager

U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION, as Trustee/Escrow Agent

By
Authorized Officer

A-1

EXHIBIT A

REFUNDED BONDS

Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds,
2018 Series C
(Green Bonds)

Maturity Date
(October 1)
Principal to be
Redeemed
Redemption
Price
CUSIP
Number
2048 T $179,145,000 100% 79768H DZ8

T: Denotes term bond.

B-1

EXHIBIT B

INITIAL GOVERNMENT SECURITIES

[To come after pricing]

C-1

EXHIBIT C

DISBURSEMENTS/PAYMENT REQUIREMENTS FROM

ESCROW FUND

Redemption
Date Principal Interest Total
July 17, 2023 $179,145,000 $

D-1

EXHIBIT D

FORM OF NOTICE OF REFUNDED BONDS REDEMPTION

Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds,
2018 Series C
(Green Bonds)

Date of Issuance: August 9, 2018

NOTICE IS HEREBY GIVEN, that the Public Utilities Commission of the City and County of San Francisco (the “Commission”) has called for redemption on July 17, 2023 (the “Redemption Date”) all of the bonds listed below (collectively, the “Bonds”) at a redemption price of 100% (the “Redemption Price”), together with accrued interest to the Redemption Date. On the Redemption Date, there will become due and payable the Redemption Price of the Bonds, together with interest accrued thereon to the Redemption Date. From and after the Redemption Date, interest shall cease to accrue on the Bonds and the Bonds shall be surrendered.

Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds,
2018 Series C
(Green Bonds)

Maturity Date
(October 1)
Principal to be
Redeemed
CUSIP
Number
2048 T $179,145,000 79768H DZ8

T: Denotes term bond.

Payment of the Redemption Price on the Bonds called for redemption, together with accrued interest thereon to the Redemption Date, will be paid only upon presentation and surrender thereof in the following manner (if delivery is by mail, registered mail with return receipt request is recommended):

Delivery Instructions:

U.S. Bank Global Corporate Trust
111 Fillmore Ave E
St. Paul, MN 55107

IMPORTANT NOTICE
Withholding of 24% of gross redemption proceeds of any payment made within the United States may be required by the Jobs and Growth Tax Relief Reconciliation Act of 2003 (the “Act”), unless U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as Trustee/Escrow Agent (t he “Escrow Agent ”), for the Bonds, has the correct taxpayer identification number (social security or employer identification number) or exemption certificate of the payee. Please furnish a properly completed Fo rm W-9 or exemption certificate or equivalent when presenting your securities.

D-2
The Commission and the Trustee/Escrow Agent shall not be held responsible for the selection or use of CUSIP numbers, nor is any representation made as to their correctness as indicated in the notice or as printed on any bond. They are included solely for convenience of the owners of the Bonds.

Dated:

Public Utilities Commission of the City and County of
San Francisco

By: U.S. Bank Trust Company, National
Association, as Trustee/Escrow Agent

E-1

EXHIBIT E

FORM OF NOTICE OF REFUNDED BONDS DEFEASANCE

Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds,
2018 Series C
(Green Bonds)

Notice is hereby given to the owners of the bonds described below (collectively, the “Defeased Bonds”): (i) that there has been deposited with U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee and escrow agent (the “Trustee/Escrow Agent”), pursuant to the Escrow Agreement (2018C Bonds), dated as of April 1, 2023, by and between the Public Utilities Commission of the City and County of San Francisco (the “Commission”), and the Trustee/Escrow Agent, moneys and investment securities, as permitted by the Indenture, dated as of January 1, 2003, as amended and supplemented, and as supplemented by that certain Eighth Supplemental Indenture, dated as of August 1, 2018 (collectively referred to herein as, the “Indenture”), all by and between the Commission and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), that the principal of and interest on which when due will provide moneys which, will be sufficient (as evidenced by a verification report prepared by an independent certified public accountant and delivered to the Commission and the Trustee/Escrow Agent) and available to redeem the Defeased Bonds on July 17, 2023, at a redemption price equal to 100% of the aggregate principal amount of the Defeased Bonds plus accrued interest with respect thereto; and (ii) that the Defeased Bonds are deemed to be paid for purposes of the Indenture and all obligations of the Commission under the Indenture with respect to the Defeased Bonds have ceased and terminated, except as expressly set forth therein. The Defeased Bonds are as follows:

Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds,
2018 Series C
(Green Bonds)

Maturity Date
(October 1)
Principal to be
Redeemed
CUSIP
Number
2048 T $179,145,000 79768H DZ8

T: Denotes term bond.

All Defeased Bonds shall be surrendered at the following address:

Delivery Instructions:

U.S. Bank Global Corporate Trust
111 Fillmore Ave E
St. Paul, MN 55107

The Commission and Trustee/Escrow Agent shall not be held responsible for the selection or use of CUSJP numbers, nor is any representation made as to the correctness of the CUSJP number either as printed on any Defeased Bonds or as contained herein and any error in the CUSJP

E-2
number shall not affect the validity of the proceedings for redemption and defeasance of the Defeased Bonds.

Dated:

Public Utilities Commission of the City and County of
San Francisco

By: U.S. Bank Trust Company, National
Association, as Trustee/Escrow Agent

Jones Hall Draft 3-03-2023

ESCROW AGREEMENT
(2013 Bonds)

by and between

PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO

and

U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION
as Trustee/Escrow Agent

relating to

$193,400,000
Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds,
2013 Series A
(Refunding)

$331,585,000
Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds,
2013 Series B

Dated as of April 1, 2023

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ESCROW AGREEMENT
(2013 Bonds)

THIS ESCROW AGREEMENT (2013 Bonds) , dated as of April 1, 2023 (the “Escrow Agreement”), is by and between the PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO (the “ Commission”) and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank, National Association), a national banking association duly organized and existing under and by virtue of the laws of the United States of America, as trustee for the Refunded Bonds (as defined herein) and as escrow agent (the “Trustee/Escrow Agent”) hereunder.

WITNESSETH:

WHEREAS, pursuant to the Indenture, dated as of January 1, 2003 (the “ Original Indenture”), by and between the Commission and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank, National Association), as trustee thereunder (the “Trustee”), and that certain Second Supplemental Indenture, dated as of January 1, 2013 (the “ Second Supplemental Indenture ”), by and between the Commission and the Trustee, the Commission previously issued its Wastewater Revenue Bonds, 2013 Series A (Refunding), in the original aggregate principal amount of $193,400,000 (the “2013 Series A Bonds”); and

WHEREAS, pursuant to the Original Indenture and that certain Third Supplemental Indenture, dated as of February 1, 2013 (the “Third Supplemental Indenture”, and together with the Original Indenture, and the Second Supplemental Indenture, referred to as the “ Indenture” herein), by and between the Commission and the Trustee, the Commission previously issued its Wastewater Revenue Bonds, 2013 Series B Bonds, in the aggregate principal amount of $331,585,000 (the “2013 Series B Bonds”); and

WHEREAS, pursuant to Section 9.109 of the Charter of the City and County of San Francisco (as supplemented by California Government Code Section 53580 et seq.) (the “City Charter”), the Board of Supervisors (the “Board”) of the City and County of San Francisco (the “City”) is authorized to provide for the issuance 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 expected to result in net debt service savings to the City on a present value basis, calculated as provided by ordinance; and

WHEREAS, on September 29, 2020, the Board adopted Ordinance No. 173 -20, signed by the Mayor on October 1, 2020, approving, among other things, the issuance and sale of wastewater revenue bonds, pursuant to Article VIIIB of the City Charter of the City, in an aggregate principal amount not to exceed $349,919,252, to finance capital project benefiting the Wastewater Enterprise, and further authorized the approved the issuance of wastewater revenue refunding bonds to refund any outstanding obligations of the Wastewater Enterprise, subject to the limitations set forth therein; and

WHEREAS, on March 28, 2023, the Commission passed its Resolution No. 23-____, approving, among other things, the issuance of its wastewater revenue bonds to refund the Refunded Bonds (as defined herein); and

WHEREAS, under the authority g ranted under the City Charter and by the ordinances and resolution hereinabove mentioned, the Commission is, simultaneously with the execution of this Escrow Agreement, issuing its Wastewater Revenue Bonds, 2023 Series B (Non -SSIP), in the aggregate principal amount of $__________ (the “2023 Series B Bonds ”), for the purpose of providing moneys, a portion of which will be used to refund and defease on a current basis the 2013 Series A Bonds set forth in Exhibit A-

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1 attached hereto (the “Refunded 2013A Bonds ”) and the 2013 Series B Bonds set forth in Exhibit A -2 attached hereto (the “ Refunded 2013B Bonds” and together with the Refunded 2013A Bonds, the “Refunded Bonds”), on May 8, 2023 (the “Redemption Date”), at a redemption price equal to 100% of the outstanding aggregate principal amount thereof, together with interest accrued with respect to the Refunded Bonds through the Redemption Date (“Redemption Price”); and

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Commission and the Trustee/Escrow Agent agree as follows:

Section 1. Establishment and Maintenance of Escrow Fund. The Trustee/Escrow Agent hereby agrees to establish and maintain an escrow fund for the Refunded Bonds securing the Refunded Bonds (the “Escrow Fund''), and to hold the moneys therein at all times as a special fund and separate trust account.

All moneys in the Escrow Fund, are hereby irrevocably pledged, subject to the provisions of Section 4 and Section 6 hereof, to secure the payment of the Refunded Bonds.

Section 2. Deposit to the Escrow Fund. Concurrently with the execution and delivery of this Escrow Agreement, the Commission hereby directs the Trustee/Escrow Agent to, and the Trustee/Escrow Agent shall, deposit the sum of $________, derived from the proceeds of the sale of the 2023 Series B Bonds (which the Commission caused to be transferred to the Trustee/Escrow Agent on April 19, 2023 (the “Closing Date”)) to the Escrow Fund.

Section 3. No Investment of Moneys in the Escrow Fund. The Trustee/Escrow Agent hereby acknowledges receipt of $_________ as described in Section 2 above, and that such amount was deposited to the Escrow Fund. The Commission hereby directs the Trustee/Escrow Agent to, and the Trustee/Escrow Agent shall, on the Closing Date, hold the entire amount on deposit in the Escrow Fund in cash, uninvested.

Section 4. Redemption of the Refunded Bonds.

(a) The Commission hereby directs the Trustee/Escrow Agent to, and the Trustee/Escrow Agent shall, on the Redemption Date, withdraw from the Escrow Fund amounts sufficient to pay the Redemption Price of the Refunded Bonds on the Redemption Date (such amounts described in Exhibit B attached hereto). Such transfers shall constitute the payments of the principal, interest, and premium, if any, with respect to the Refunded Bonds and the Redemption Price due from the Commission. The holders of the Refunded Bonds shall have a first lien on the moneys in the Escrow Fund which are allowable and sufficient to pay the Refunded Bonds until such moneys are used and applied as provided in this Escrow Agreement.

All amounts held in the Escrow Fund are irrevocably pledged only to the holders of the Refunded Bonds.

Upon deposit of the moneys with the Trustee/Escrow Agent pursuant to the provisions of Sections 1 and 2 hereof, the holders of the Refunded Bonds shall cease to be entitled to any lien, benefit or security under the Indenture.

Section 5. Possible Deficiencies. If at any time it shall appear to the Trustee/Escrow Agent that the moneys in the Escrow Fund will not be sufficient to make all payments required by Section 4 hereof, the Trustee/Escrow Agent shall notify the Commission in writing as soon as reasonably practicable of such fact and the amount of such deficiency. Thereupon the Commission shall use its best efforts to obtain and deposit with the Trustee/Escrow Agent for deposit in the Escrow Funds, from any legally available moneys, such additional moneys as may be required to meet fully the aggregate amounts to become due and payable on the Refunded Bonds as the same become due. The Trustee/Escrow Agent shall in no manner be responsible for the Commission's failure to make any such deposit.

Section 6. Unclaimed Moneys. The Trustee/Escrow Agent shall retain all unclaimed moneys, together with interest thereon, in the Escrow Fund and shall invest such unclaimed moneys as directed in

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writing by the Commission. At such time as the Commission delivers to the Trustee/Escrow Agent written notice that no additional amounts from the Escrow Fund will be needed to redeem the Refunded Bonds, or on May 15, 2023, whichever occurs first, the Trustee/Escrow Agent shall transfer all amounts then remaining in the Escrow Fund to the Commission and thereafter the holders of the Refunded Bonds shall look only to the Commission for payment and the Trustee/Escrow Agent shall have no responsibility or liability whatsoever with respect to any of such moneys. At such time as no amounts remain in the Escrow Fund, the Trustee/Escrow Agent shall close the Escrow Fund.

Section 7. Reserved.

Section 8. Performance of Duties. The Trustee/Escrow Agent agrees to perform the duties set forth herein.

Section 9. Indemnity. 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 the Trustee/Escrow Agent and its respective successors, assigns, directors, officers, agents, employees and servants, from and against any and al l liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, the Trustee/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 deposited therein and any payment, transfer or other application of moneys by the Trustee/Escrow Agent in accordance with the provisions of this Escrow Agreement; provided, however, that the Commission shall not be required to indemnify the Trustee/Escrow Agent against the Trustee/Escrow Agent's own negligence or willful misconduct or the negligent or willful misconduct of the Trustee/Es crow Agent's respective agents and employees. In no event shall the Commission or the Trustee/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 9. The indemnities contained in this Section 9 shall survive the termination of this Escrow Agreement or the earlier removal or resignation of the Trustee/Escrow Agent.

Section 10. Responsibilities of the Trustee/Escrow Agent. The Trustee/Escrow Agent and its respective successors, assigns, 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 deposited therein, the sufficiency of the funds deposited in the Escrow Fund to accomplish the defeasance of the Refunded Bonds or any payment, transfer or other application of moneys or obligations by the Trustee/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 Trustee/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 Trustee/Escrow Agent assumes no responsibility for the correctness thereof. The Trustee/Escrow Agent makes no representation as to the sufficiency of the funds deposited in the Escrow Fund t o accomplish the refunding of the Refunded Bonds on the Redemption Date or to the validity of this Escrow Agreement as to the Commission and, except as otherwise provided herein, the Trustee/Escrow Agent shall incur no liability with respect thereto. The Trustee/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, and the duties and obligations of the Trustee/Escrow Agent shall be determined by the express provisions of this Escrow Agreement. The Trustee/Escrow Agent may 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 with respect to any action taken, suffered or omitted by it in good

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faith in accordance therewith. Whenever the Trustee/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 an authorized officer of the Commission.

The liability of the Trustee/Escrow Agent to make the payments required by this Escrow Agreement shall be limited to the moneys in the Escrow Fund.

No provision of this Escrow Agreement shall require the Trustee/Escrow Agent to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its duties hereunder, or in the exercise of its rights or powers.

The Trustee/Escrow Agent shall not be liable for the accuracy of any calculations provided herein.

Any company into which the Trustee/Escrow Agent may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Trustee/Escrow Agent may sell or transfer all or substantially all of its corporate trust business shall be the successor to the Trustee/Escrow Agent without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding.

The Commission shall pay the Trustee/Escrow Agent full compensation for its duties under this Escrow Agreement, including out -of-pocket costs such as publication costs, redemption or redemption expenses, legal fees and other costs and expenses relating hereto. Under no circumstances shall amounts deposited in the Escrow Fund be deemed to be available for said purposes.

The Trustee/Escrow Agent may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents, attorneys, custodians or nominees appointed with due care, and shall not be responsible for any willful misconduct or negligence on the part of any agent, attorney, custodian or nominee so appointed.

The Trustee/Escrow Agent may conclusively rely and shall be fully protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties.

Anything in this Escrow Agreement to the contrary notwithstanding, in no event shall the Trustee/Escrow Agent be liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including but not limited to lost profits), even if the Trustee/Escrow Agent has been advised of the likelihood of such loss or damage and regardless of the form of action.

The Trustee/Escrow Agent shall have the right to accept and act upon instructions, including funds transfer instructions (“ Instructions”) given pursuant to this Escrow Agreement and delivered using Electronic Means (“Electronic Means”), which shall mean the following communications methods: e-mail, facsimile transmission, secure electronic transmission containing applicable authorization codes, passwords and/or authentication keys issued by the Trustee/Escrow Agent, or another method or system specified by the Trustee/Escrow Agent as available for use in connection with its services hereunder); provided, however, that the Commission shall provide to the Trustee/Escrow Agent an incumbency certificate listing officers with the authority to provide such Instructions ( “Authorized Officers”) and containing specimen signatures of such Authorized Officers, which incumbency certificate shall be amended by the Commission whenever a person is to be added or deleted from the listing. If the Commission elects to give the Trustee/Escrow Agent Instructions using Electronic Means and the Trustee/Escrow Agent in its discretion elects to act upon such Instructions, the Trustee/Escrow Agent ’s understanding of such Instructions shall

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be deemed controlling. The Commission understands and agrees that the Trustee/Escrow Agent cannot determine the identity of the actual sender of such Instructions and that the Trustee/Escrow Agent shall conclusively presume that directions that purport to have been sent by an Authorized Officer listed on the incumbency certificate provided to the Trustee/Escrow Agent have been sent by such Authorized Officer.

The Commission shall be responsible for ensuring that only Authorized Officers transmit such Instructions to the Trustee/Escrow Agent and that the Commission and all Authorized Officers are solely responsible to safeguard the use and confidentiality of applicable user and authorization codes, passwords and/or authentication keys upon receipt by the Commission. The Trustee/Escrow Agent shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee/Escrow Agent ’s reliance upon and compliance with such Instructions notwithstanding such directions conflict or are inconsistent with a subsequent written instruction. The Commission agrees: (a) to assume all risks arising out of the use of Electronic Means to submit Instructions to the Trustee/Escrow Agent, including without limitation the risk of the Trustee/Escrow Agent acting on unauthorized Instructions, and the risk of interception and misuse by third parties; (b) that it is fully informed of the protections and risks associated with the various methods of transmitting Instructions to the Trustee/Escrow Agent and that there may be more secure methods of transmitting Instructions than the method(s) selected by the Commission; (c) that the security procedures (if any) to be followed in connection with its transmission of Instructions provide to it a commercially reasonable degree of protection in light of its particular needs and circumstances; and (d) to notify the Trustee/Escrow Agent immediately upon learning of any compromise or unauthorized use of the security procedures.

The Trustee/Escrow Agent hereby represents that, as of the date hereof, it does not need any further certificate or direction from any other party in order to carry out the terms of this Escrow Agreement.

Section 11. Irrevocable Instructions As to Notice of Redemption and Notice of Defeasance. The Commission has previously directed the Trustee/Escrow Agent to give or cause to be given, and the Trustee/Escrow Agent has given or caused to be given, notice of the redemption of the Refunded Bonds (a form of such notice being attached hereto as Exhibit C) at such time, in such manner and to such parties as provided in the Indenture (not less than 30 nor more than 60 days prior to the Redemption Date).

Additionally, the Commission hereby directs the Trustee/Escrow Ag ent to give or cause to be given, and the Trustee/Escrow Agent hereby agrees to give or cause to be given, upon the defeasance of the Refunded Bonds on the Closing Date, notice of the defeasance of the Refunded Bonds in the form attached hereto as Exhibit D (the “Defeasance Notice”) by mail such other approved delivery method, including via electronically to The Depository Trust Company, and to file the Defeasance Notice with the Municipal Securities Rulemaking Board's Electronic Municipal Market Access System (“EMMA”). The sole remedy for the Trustee/Escrow Agent's failure to file such notice on EMMA shall be an action by the holders of the Refunded Bonds in mandamus for specific performance or similar remedy to compel performance.

The Trustee/Escrow Agen t hereby acknowledges that upon the funding of the Escrow Fund as provided in this Escrow Agreement, it is in receipt of the items constituting all of the conditions precedent to the redemption of the Refunded Bonds under the Indenture and the Refunded Bonds shall be paid in accordance with the Indenture. Additionally, the Trustee/Escrow Agent hereby acknowledges the receipt of the documents required to be delivered to it in connection with the defeasance of the Refunded Bonds pursuant to the provisions of the Indenture, and upon redemption of the Refunded Bonds, the Refunded Bonds shall cease to be entitled to any lien, benefit or security under the Indenture.

Section 12. Amendments. This Escrow Agreement is made for the benefit of the Commission and the h olders from time to time of the Refunded Bonds and it shall not be repealed, revoked, altered or amended without the written consent of all such holders, the Trustee/Escrow Agent and the Commission; provided, however, but only after the receipt by the Trus tee/Escrow Agent of an opinion of nationally

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recognized bond counsel that the exclusion from gross income of interest on the 2023 Series B Bonds (if applicable) and the Refunded Bonds (if applicable) will not be adversely affected for federal income tax purposes, the Commission and the Trustee/Escrow Agent may, without the consent of, or notice to, such holders, amend this Escrow Agreement or enter into such agreements supplemental to this Escrow Agreement as shall not materially adversely affect the rights of such holders and as shall not be inconsistent with the terms and provisions of this Escrow Agreement for any one or more of the following purposes: (a) to cure any ambiguity or formal defect or omission in this Escrow Agreement; (b) to grant to, or confer upon, the Trustee/Escrow Agent for the benefit of the holders of the Refunded Bonds any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such holders or the Trustee/Escrow Agent; and (c) to include under this Escrow Agreement additional funds, securities or properties. The Trustee/Escrow Agent shall be entitled to rely conclusively upon an unqualified opinion of nationally recognized bond counsel with respect to compliance with this Section 12, including the extent, if any, to which any change, modification, addition or elimination affects the rights of the holders of the Refunded Bonds or that any instrument executed hereunder complies with the conditions and provisions of this Section 12.

Section 13. Term. This Escrow Agreement shall commence upon its execution and delivery and shall terminate on the later to occur of either: (a) the date upon which the Refunded Bonds have been paid in accordance with this Escrow Agreement; or (b) the date upon which no unclaimed moneys remain on deposit with the Trustee/Escrow Agent and all amounts owed to the Trustee/Escrow Agent shall have been paid in full. Any unclaimed money shall be handled and disposed of in accordance with Section 6 hereof.

Section 14. Compensation. The Trustee/Escrow Agent shall receive its reasonable fees and expenses as previously agreed to; provided, however, that under no circumstances shall the Trustee/Escrow Agent be entitled to any lien nor will it assert a lien whatsoever on any moneys or obligations in the Escrow Fund for the payment of fees and expenses for services rendered by the Trustee/Escrow Agent under this Escrow Agreement.

Section 15. Resignation or Removal of Trustee/Escrow Agent. The Trustee/Escrow Agent, may at any time resign by giving written notice to the Commission of such resignation. The Commission may at any time remove the Trustee/Escrow Agent, which is serving as Trustee/Escrow Agent for the Refunded Bonds, on behalf of and at the direction of the Commission, by giving written notice to the Trustee/Escrow Agent of such removal. The Commission shall promptly appoint a successor Trustee/Escrow Agent by the resignation or removal date. Resignation or removal of the Trustee/Escrow Agent will be effective only upon acceptance of appointment by a successor Trustee/Escrow Agent. If the Commission does not appoint a successor, the Trustee/Escrow Agent may petition any court of competent jurisdiction for the appointment of a successor Trustee/Escrow Agent, which court may thereupon, after such notice, if any, as it may deem proper and prescribe, and as may be required by law, appoint a successor Trustee/Escrow Agent. After receiving a notice of resignation of a Trustee/Escrow Agent, the Commission may appoint a temporary Trustee/Escrow Agent to replace the resigning Trustee/Escrow Agent until the Commission appoints a successor Trustee/Escrow Agent. Any such temporary Trustee/Escrow Agent so appointed by the Commission shall immediately and without further act be replaced by the successor Trustee/Escrow Agent so appointed.

Section 16. Severability. If any one or more of the covenants or agreements provided in this Escrow Agreement on the part of the Commission or the Trustee/Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenants or agreements shall be null and void and shall be deemed separate from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Escrow Agreement.

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

Section 18. Governing Law. This Escrow Agreement shall be construed under the laws of the State of California.

Section 19. Holidays. If the date for making any payment or the last date for performance of any act or the exercising of any right, as provided in this Escrow Agreement, shall be a legal holiday or a day on which banking institutions in the city in which is located the principal office of the Trustee/Escrow Agent are authorized by law to remain closed, such payment may be made o r act performed or right exercised on the next succeeding day not a legal holiday or a day on which such banking institutions are authorized by law to remain closed, with the same force and effect as if done on the nominal date provided in this Escrow Agreement, and no interest shall accrue for the period after such nominal date.

Section 20. Assignment. This Escrow Agreement shall not be assigned by the Trustee/Escrow Agent or any successor thereto without the prior written consent of the Commission, except such assignment in connection with a merger, conversion or consolidation as described in Section 10 hereof shall not require such prior written consent of the Commission.

[Remainder of page intentionally left blank]

[Signature page to Escrow Agreement (2013 Bonds)]

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

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO

By
Dennis J. Herrera, General Manager

U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION, as Trustee/Escrow Agent

By
Authorized Officer

A-1-1
EXHIBIT A-1

REFUNDED 2013A BONDS

Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds,
2013 Series A
(Refunding)

Maturity Date
(October 1)
Principal to be
Redeemed
Redemption
Price
CUSIP
Number
2023 $575,000 100% 79768H BD9

A-2-1
EXHIBIT A-2

REFUNDED 2013B BONDS

Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds,
2013 Series B

Maturity Date
(October 1)
Principal to be
Redeemed
Redemption
Price
CUSIP
Number
2035 $ 100% 79768H CD8
2036 100% 79768H CE6
2039 T 100% 79768H CF3
2042 T 100% 79768H CG1

T: Denotes term bond.

B-1

EXHIBIT B

DISBURSEMENTS/PAYMENT REQUIREMENTS FROM

ESCROW FUND

(A) In connection with Refunded 2013A Bonds only:

Redemption
Date Principal Interest Total
$575,000 $

(A) In connection with Refunded 2013B Bonds only:

Redemption
Date Principal Interest Total
$ $

C-1

EXHIBIT C

FORM OF

CONDITIONAL NOTICE OF REFUNDED BONDS REDEMPTION

Public Utilities Commission of the City and
County of San Francisco
Wastewater Revenue Bonds,
2013 Series A
(Refunding)
Public Utilities Commission of the City and
County of San Francisco
Wastewater Revenue Bonds,
2013 Series B

NOTICE IS HEREBY GIVEN, that the Public Utilities Commission of the City and County of San Francisco (the “Commission”) has conditionally called for redemption on May 8, 2023 (the “Redemption Date”) all of the bonds listed below (collectively, the “ Bonds”) at a redemption price of 100% (the “ Redemption Price” ), together with accrued interest to the Redemption Date. On the Redemption Date, there will become due and payable the Redemption Price of the Bonds, together with interest accrued thereon to the Redemption Date. From and after the Redemption Date, interest shall cease to accrue on the Bonds and the Bonds shall be surrendered.

Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds,
2013 Series A
(Refunding)

Date of Issuance: January 30, 2013

Maturity Date
(October 1)
Principal to be
Redeemed
CUSIP
Number
2023 $575,000 79768H BD9
Public Utilities Commission of the City and County of Sau Francisco Wastewater Revenue Bonds,
2013 Series B

Date of Issuance: February 27, 2013

Maturity Date
(October 1)
Principal to be
Redeemed
CUSIP
Number
2035 $ 79768H CD8
2036 79768H CE6
2039 T 79768H CF3
2042 T 79768H CG1

T: Denotes term bond.

Redemption of the Bonds is conditioned upon receipt by U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as Trustee/Escrow Agent (the “Trustee/Escrow Agent”) of sufficient moneys to redeem the Bonds on

C-2
the Redemption Date, and the optional redemption shall not occur if, by no later than the Redemption Date, sufficient moneys to redeem the Bonds have not been deposited with the Trustee/Escrow Agent.

Payment of the Redemption Price on the Bonds called for redemption, together with accrued interest thereon to the Redemption Date, will be paid only upon presentation and surrender thereof in the following manner (if delivery is by mail, registered mail with return receipt request is recommended):

Delivery Instructions:

U.S. Bank Global Corporate Trust
111 Fillmore Ave E
St. Paul, MN 55107

IMPORTANT NOTICE
Withholding of 24% of gross redemption proceeds of any payment made within the United States may be required by the Jobs and Growth Tax Relief Reconciliation Act of 2003 (the “Act”), unless the Trustee/Escrow Agent has the correct taxpayer identification number (social security or employer identification number) or exemption certificate of the payee. Please furnish a properly completed Form W-9 or exemption certificate or equivalent when presenting your securities.

The Commission and the Trustee/Escrow Agent shall not be held responsible for the selection or use of CUSIP numbers, nor is any representation made as to their correctness as indicated in the notice or as printed on any bond. They are included solely for convenience of the owners of the Bonds.

Dated:

Public Utilities Commission of the City and County of
San Francisco

By: U.S. Bank Trust Company, National
Association, as Trustee/Escrow Agent

D-1

EXHIBITD

FORM OF NOTICE OF REFUNDED BONDS DEFEASANCE

Public Utilities Commission of the City and
County of San Francisco
Wastewater Revenue Bonds,
2013 Series A
(Refunding)
Public Utilities Commission of the City and
County of San Francisco
Wastewater Revenue Bonds,
2013 Series B

Notice is hereby given to the owners of the bonds described below (collectively, the “Defeased Bonds”): (i) that there has been deposited with U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee and escrow agent (the “Trustee/Escrow Agent”), pursuant to the Escrow Agreement (2013 Bonds), dated as of April 1, 2023, by and between the Public Utilities Commission of the City and County of San Francisco (the “Commission”), and the Trustee/Escrow Agent, moneys, as permitted by the Indenture, dated as of January 1, 2003, as amended and supplemented, and as supplemented by that certain Second Supplemental Indenture, dated as of January 1, 2013 and that certain Third Supplemental Indenture, dated as of February 1, 2013 (collectively referred to herein as, the “Indenture”), all by and between the Commission and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), that the principal of and interest on which when due will provide moneys which, will be sufficient (as evidenced by a verification report prepared by an independent certified public accountant and delivered to the Commission and the Trustee/Escrow Agent) and available to redeem the Defeased Bonds on May 8, 2023, at a redemption price equal to 100% of the aggregate principal amount of the Defeased Bonds plus accrued interest with respect thereto; and (ii) that the Defeased Bonds are deemed to be paid for purposes of the Indenture and all obligations of the Commission under the Indenture with respect to the Defeased Bonds have ceased and terminated, except as expressly set forth therein. The Defeased Bonds are as follows:

Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds,
2013 Series A
(Refunding)

Maturity Date
(October 1)
Principal to be
Redeemed
CUSIP
Number
2023 $575,000 79768H BD9

Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds,
2013 Series B

Maturity Date
(October 1)
Principal to be
Redeemed
CUSIP
Number
2035 $ 79768H CD8
2036 79768H CE6
2039 T 79768H CF3
2042 T 79768H CG1

T: Denotes term bond.

D-2
All Defeased Bonds shall be surrendered at the following address:

Delivery Instructions:

U.S. Bank Global Corporate Trust
111 Fillmore Ave E
St. Paul, MN 55107

The Commission and Trustee/Escrow Agent shall not be held responsible for the selection or use of CUSJP numbers, nor is any representation made as to the correctness of the CUSJP number either as printed on any Defeased Bonds or as contained herein and any error in the CUSJP number shall not affect the validity of the proceedings for redemption and defeasance of the Defeased Bonds.

Dated:

Public Utilities Commission of the City and County of
San Francisco

By: U.S. Bank Trust Company, National
Association, as Trustee/Escrow Agent