CleanPowerSF Sfpuc Commission
February 27, 2024

Approve Amended Credit Agreements for
the Wastewater Enterprise Capital Program
and the CleanPowerSF Program
Nikolai J. Sklaroff,
Capital Finance Director
February 27, 2024
2 Overview
• Two separate agenda items to approve amended credit
agreem
ents (to maintain access to each of the facilities)
• Combined presentation, however separate agenda items, requiring separate votes
• The first agreement with Sumitomo Mitsui Bank is for the Wastewater Enterprise Interim financing program
• The second agreement with J.P. Morgan is for the
CleanPowerSF program
1st Agenda Item
Approve Forms of Agreement in the
Principal Amount Not to Exceed
$150 Million with Sumitomo Mitsui Bank for
the Interim Funding of the Wastewater
Enterprise Capital Program
3 4
Wastewater Interim Funding Program
• $750 million authorized, six series totaling $750 million suppor
ted by high-grade bank credit facilities:
• Five series ($675 million) for Commercial Paper (CP); one series ($75 million) for Revolving Credit Line
Series
Amount
($millions) Credit Facility Bank Facility Type
A-1 $150M Sumitomo Mitsui Bank Letter of Credit
A-2 $150M Bank of America Letter of Credit
A-4 $75M TD Bank, N.A. Liquidity Facility
A-6 $200M State Street Bank Liquidity Facility
A-7 $100M Sumitomo Mitsui Bank Letter of Credit
R-1 $75M US Bank Revolving Credit Agreement
5 Wastewater Interim Funding
• Provides low-cos t interim funding of Wastewater
Enterprise Capital Program, approximately 3.5% all-in
CP borrowing rate in today's market (coupon, LOC
fee, dealer fees)
• Credit facility expiring:
• Series A-1, $150 million Sumitomo Mitsui Banking
Corporation (SMBC) Letter of Credit expires March
7, 2024
• The SFPUC solicited bids from pre-qualified pool of
credit providers, and SMBC was selected as lowest
cost, responsive, and responsible bidder
• Today’s action is approval of $150 million facility
with SMBC, executed as an extension of existing
facility
6 Amended Credit Facility and Terms
• Competitive RFP procurement – sent to 15 banks, eight responses
• Staff recommends lowest cost, responsive proposal: a
$150 million SMBC LOC
• Current fees are 0.32%
Sumitomo Mitsui Bank Proposal:

Term Length 5 Years
Annual Facility Fee (Level 1) 0.30% or approx. $490,000 Optional Extension Terms Option to extend up to 4 additional years
Bank Short-Term Ratings Moody’s: P-1 / S&P: A-1+
7 Approval of Forms of Documents
• Request to approve Forms of Agreement in the Principal Am
ount Not to Exceed $150 Million with Sumitomo Mitsui
Bank for the Interim Funding of the Wastewater Enterprise Capital Program, as follows:
• Bank Amendment No. 2 to Reimbursement
Agreement
• Bank Amended and Restated Fee Agreement
• Offering Memorandum
2nd Agenda Item
Approve Proposed Credit
Agreement Amendment in the
Principal Amount Not to Exceed
$75 million with J.P. Morgan for
the CleanPowerSF Program
8 Background
9 Dates Action
January 23, 2018 Board of Supervisors approved Ordinance 8-18, delegating to the General Manager authority to enter in credit agreement(s) for CleanPowerSF with a maximum term of six years and a maximum credit commitment of up to $150,000,000.

January 23, 2018 The Commission approved resolution number 18-0012 authorizing the SFPUC to enter into a credit agreement and associated fee agreement with J.P. Morgan Chase Bank, with a not-to-exceed $150,000,000 commitment and term of up to six years.

March 29, 2018 CleanPowerSF entered into a 5-year credit agreement, subsequently extended for an additional year expiring in March 2024 in an initial amount of $75,000,000, but subsequently amended to $20,000,000 .

December 12, 2023 The Commission approved resolution number 23-0221. approving Form of Board of Supervisors Ordinance Amending Ordinance No. 8-18 extending the authorization of the General Manager to enter into agreements to provide credit support of the CleanPowerSF Program for a term of up to additional 10 years and not-to-exceed amount of $150 million.

January 24, 2024 The Board of Supervisors Budget and Finance Committee moved that Ordinance 8-18, authorizing the General Manager of the SFPUC to enter into amendments and extensions of, or replacements for, the bank credit facility agreement authorized under Ordinance 8-18, be recommended.

Why Has Credit Support Been Needed?
10 Services of the San Francisco Public Utilities Commission The Credit Agreement has provided and has been used
for ongoing needs including the following:
• one or more standby letters of credit to secure certain payment obligations of CleanPowerSF pursuant to one
or more Power Purchase Agreements;
• standby letters of credit to satisfy financial security requirements of interconnection agreements with PG&E
for CleanPowerSF solar projects;
• a revolving line of credit that can be drawn upon to meet other working capital needs of CleanPowerSF, if
needed, although the Credit Agreement to date has not
been drawn on for this purpose.

Key Terms: Proposed Credit Agreement
11 Services of the San Francisco Public Utilities Commission • Amount not-to-exceed $75 million total credit and
extend the term of the agreement by three years for a
total term of nine years
• Credit available to CleanPowerSF for multiple purposes • Issue multiple LOCs to meet collateral and financial security obligations
• Revolving credit for working capital purposes
• Secured solely by CleanPowerSF net revenues
SOFR: Secured Overnight Financing Rate has replaced the LIBOR index Cost Terms
Undrawn Fee Rate 0.45%
Interest Rate on Draws Adjusted Term SOFR + 1.50% or Alternative Base Rate under certain conditions as defined
in the agreement
Letters of Credit Facility Fee Rate 1.25% for any term
12 Approval of Form of Documents
Services of the San Francisco Public Utilities Commission • Fourth Amendment to the Credit Agreement:

Provi
des for the amendment of the terms of
existing Credit Agreement. The Credit
Agreements sets forth the terms of
agreement between the SFPUC and
JPMorgan Chase Bank.
• Second Amended and Restated Fee
Agreement:

Sets Bank fees, as well as early termination
provisions.
13 Services of the San Francisco Public Utilities Commission Questions?

A

GENDA ITEM
Public Utilities Commission
City and County of San Francisco
DEPARTMENT Financial Services AGENDA NO. 12
MEETING DATE February 27 , 2024
A
pprove Amendment and Extension of Credit Facility for Interim Funding of Wastewater Enterprise Capital Program: Regular Calendar
P
roject Manager: Nikolai J. Sklaroff
Approve Amendment and Extension of Credit Facility for the Wastewater Enterprise Interim Funding Program
Summary of
Proposed
Commission Action
Approve credit facility for the Wastewater Enterprise Interim Funding Program in the principal amount of $150,000,000 in the form of (1) an Amended and Restated Fee Agreement with Sumitomo Mitsui Banking Corporation, for a term of five years, and (2) a Second Amendment to Reimbursement Agreement.

Background,
Description of Scope
of Services, and
Agreement Terms:

The San Francisco Public Utilities Commission (SFPUC) manages short-term (or interim) funding of the Wastewater Enterprise capital program through the periodic issuance of commercial paper (CP) notes.

CP is a form of flexible , short-term financing that takes advantage of short-term rates from 1 to 270 days. In today’s market, CP results in an approximate all -in borrowing rate of about 3.5%, which rate includes together (i) interest paid to investors and (ii) the fees paid to Letter of C redit bank and securities dealers. Letter of Credit dealers remarket (or resell) the CP to securities investors. CP has been a cost- effective means to fund the encumbrance, contract certification, and cash spending requirements of the Wastewater E
nterprise capital
program, including the Sewer System Improvement Program (SSIP ).

It sits in place until long- term revenue bond, or long-term state and federal loan financing replacement proceeds, are available.

The SFPUC’s CP borrowed series of debt ar e each governed by a borrowing document (in this case, the Reimbursement Agreement), which includes, as an attachment, a letter of credit or security document (in this case, a Letter of Credit). The Letter of Credit provides security to CP noteholders by ensuring the timely repayment Execute Agreement: Approve Replacement Credit Facility for Interim Funding of Wastewater Enterprise Capital Program
Commission Meeting Date: February 27, 2024

2 of principal and interest on any issued CP, should the SFPUC choose not to or be unable to timely repay.

This Commission and the Board of Supervisors have approved the SFPUC Wastewater Enterprise overall CP Interim Funding Program in the total borrowed amount of $750 million. The program is made up of two components: (1) five series totaling, together, $675 million, for CP issues, each of which are supported by a high-grade bank credit facility in the form of a letter of credit liquidity facility and (2) one series for $75 million as a direct bank loan, which can be used to make draws from a high-grade bank pursuant to a revolving credit agreement (Revolver).

Currently, the six outstanding series of the SFPUC Wastewater Interim Funding Program are as follows:

(1) Series A-1: $150M SMBC LOC (Expiring 3/7/2024, and
renewable pursuant to this actio n (the Series A -1
Financing);
(2) Series A -2: $150M Bank of America LOC (Expiring
04/24/2026);
(3) Series A-4: $75M TD Bank NA LF (Expiring 07/06/2027) (4) Series A -6: $200M State Street Bank LF (Expiring.
10/14/2024)1;
(5) Series A-7: $100M SMBC LOC (Expiring 5/31/2027); and (6) Series R -1: $75M US Bank Revolver (Expiring
7/19/2024)1.

A seventh , new, facility would consist of the proposed Second Amendment to Reimbursement Agreement and the Letter of Credit, and will replace the existing “ (1) Series A -1: $150M SMBC LOC, expiring on March 7, 2024” above. Series (1) will be fully replaced by the Replacement Facility (described below).

On February 14, 2017, by Resolution No. 17- 0027, this Commission approved t he Series A -1 Financing, including approval of ( (i) a Reimbursement Agreement, dated March 1, 2017, with SMBC, in the not-to-exceed principal amount of $150 million and (ii) a Letter of Credit, dated March 1, 2017, between the same parties and with a term of four years. In March 2021, the Reimbursement Agreement and Letter of Credit were extended for three years , with an amended expiration date of March 7, 2024. This action, and the Replacement Facility, would replace both the existing Reimbursement Agreement,

1 Renewal of Series A-6 and R-1 will be undertaken later this year through a similar competitive process.

Execute Agreement: Approve Replacement Credit Facility for Interim Funding of Wastewater Enterprise Capital Program
Commission Meeting Date: February 27, 2024

3 as amended, and the existing Letter of Credit, for the same $150 million and with a new term of five years (extended to March 7, 2029).

Procurement Process:

To renew or replace expiring agreements, the SFPUC has relied on the prequalified bank pool created by the San Francisco Airport Commission through a formal Request for Qualifications process.

The SFPUC’s Municipal Advisors solicite d proposals on November 22, 2023 from 15 banks in the pre- qualified Bank Credit Facilities Pool. On December 13, 2023, the SFPUC received proposals from eight banks, which the Municipal Advisors assisted in evaluating.

Replacement Facility Terms:

Staff recommends approval of the lowest cost, responsive proposal , from a qualified bank, as follows:

Wastewater Series A -1 (Replacement Facility) : Letter of Credit with Sumitomo Mitsui Banking Corporation in the
principal amount of $150 million at an annual cost of 0.30% (approximately $491,000 per year ), for five years , with the option to extend the Letter of Credit for up to a total term of up to nine years, and a proposed not-to-exceed fee of $737,000 per year2.

These costs and fees are included in the recently approved Wastewater Enterprise capital budget and are comparable to fees obtained from banks for other recent SFPUC agreements. The Replacement Facility fees are lower than the fees on the existing Series A -1 agreement, which were 0.32%.

Sumitomo Mitsui Banking Corporation has high- grade short -term credit ratings of P -1 (Moody’s Investors Service), A-1 (S&P Global Ratings), and F1 (FitchRatings).3
Summary of
Documents and
Disclosure
Considerations

The following are brief summaries of each document that the Commission is being asked to approve in form , and disclosure considerations:

Second Amendment to Reimbursement Agreement:

This agreement between the SFPUC and Sumitomo Mitsui Banking Corporation (SMBC) sets out the terms pursuant to which the direct - pay and irrevocable Letter of Credit is issued to the Issuing and Paying

2 The actual fee for future extensions is unknown and would be determined in negotiation with the bank or through a competitive process
3 https://www.smfg.co.jp/english/investor/debt/rate.html, January 29, 2024 Execute Agreement: Approve Replacement Credit Facility for Interim Funding of Wastewater Enterprise Capital Program
Commission Meeting Date: February 27, 2024

4 Agent for the account of the Commission. It also sets the terms under which the SFPUC repays SMBC for draws on the respective Irrevocable Letter of Credit.

The Letter of Credit (which appears as an appendix to the Reimbursement Agreement) is the credit facility that is drawn upon by the Issuing and Paying Agent to pay principal and interest due on maturing commercial paper, in the event the SFPUC chooses not to pay through other proceeds, such as from revenue bonds.

SMBC Fee Agreement:

The Fee Agreement, by and between the SFPUC and SMBC , sets out the annual facility fee paid by the SFPUC to the bank, including fees in the event of Wastewater Enterprise credit rating downgrades , and any bank charges in connection with draws upon the Letter of Credit.

Offering Memorandum:

This is the disclosure document that is used by the dealers in the initial issuance or remarketing of the c ommercial paper to prospective investors. It contains brief descriptions of the SFPUC, including the Wastewater Enterprise and Wastewater Interim Funding Program; the CP Notes; SMBC; and the
Second Amendment to Reimbursement
Agreement.

Disclosure Considerations:

The Wastewater Enterprise Interim Funding Program would be supported by the SMBC Second Amendment to Reimbursement Agreement and the Letter of Credit, all as described in the Offering Memorandum. Unlike the Official Statement in a long -term revenue bond transaction, this Offering Memorandum for a commercial paper issuance is supported by the liquidity facility or letter of credit. It does not include detailed financial and/or operating information of the debt issuer (in this case the SFPUC and Wastewater Enterprise) . Instead, commercial paper investors rely primarily on the financial standing of the Letter of Credit issuing bank for the source of repayment – in this case, the financial standing of SMBC.

Representations and Closing Considerations; Ongoing Disclosure:

The Amended and Restated Fee Agreement with SMBC, Second Amendment to Reimbursement Agreement, and the SMBC Letter of Credit all contain representations and warranties
and closing
conditions that have been reviewed and affirmed to be appropriate by Staff, external advisors, and the Office of the City Attorney . Upon Execute Agreement: Approve Replacement Credit Facility for Interim Funding of Wastewater Enterprise Capital Program
Commission Meeting Date: February 27, 2024

5 closing of this transaction, sta ff will post the key transaction documents on the Electronic Municipal Market Access website hosted by the Municipal Securities Rulemaking Board. The Electronic Municipal Market Access website is the municipal bond industry’s on- line disclosure repository. Unlike the SFPUC’s long-term bonds, there is no continuing disclosure undertaking. SEC Rule 15c-2-12 exempts commercial paper from such continuing disclosure.

Environmental
Review:

The proposed action is replacement of an expiring agreement that provides interim funding for the Wastewater Enterprise capital program. On August 15, 2023, the Environmental Review Officer issued a Certificate of the City and County of San Francisco Planning Department (pursuant to Section 8B.124(b) of the City Charter) under Proposition E of November 2002, granting authority for the issuance of debt to the Board of Supervisors, for the Wastewater Enterprise Capital Program. By this certification, the Envi ronmental Review Officer certified that the projects to be funded through the sale of Wastewater Revenue Bonds and/or Other Forms of Indebtedness, including Commercial Paper, either already comply with the requirements of the California Environmental Quality Act (CEQA) or will undergo environmental review pursuant to the CEQA when they are defined. This certificate supersedes the previous environmental certificate issued on November 30, 2020, which was used for the previous Reimbursement Agreements.

The current certificate, dated August 15, 2023, can be found here:
https://sfpuc.sharefile.com/public/share/web-
s88458cdd82444ce39e53a0eea92e8285
Attachments: 1. Form of Amendment 2 to Sumitomo Mitsui Banking Corporation Reimbursement Agreement (including form of
Irrevocable Letter of Credit)

2. Form of Sumitomo Mitsui Banking Corporation Amended
and Restated Fee Agreement

3. Offering Memorandum

PUBLIC UTILITIES COMMISSION

City and County of San Francisco
RESOLUTION NO.: ___________
WHEREAS, On November 5, 2002, the voters of the City and County of San Francisco (the “City”) approved Proposition E (codified at Charter Section 8B.124, but hereinafter referred to as “Proposition E”), which among other things, authorized the Public Utilities Commission of the City and County of San Francisco (the “Commission”) to issue revenue bonds, including notes, commercial paper or other forms of indebtedness, when authorized by ordinance approved by a two-thirds vote of the Board of Supervisors of the City and County of San Francisco (the “Board”), for the purpose of reconstructing, replacing, expanding, repairing or improving wastewater facilities under the jurisdiction of the Commission (the “Wastewater Enterprise”); and WHEREAS, Pursua nt to Section 43.5 of the San Francisco Administrative Code (“Article V”), enacted by Ordinance No. 203-98 adopted by the Board on June 8, 1998, and signed by the Mayor of the City and County of San Francisco (the “Mayor”) on June 19, 1998, as amended by Ordinance No. 270-06, adopted on October 24, 2006 by the Board and signed by the Mayor on October 31, 2006, the Board established a procedure pursuant to which the Commission may issue short-term indebtedness, including the issuance of commercial paper in anticipation of the issuance of its revenue bonds; and
WHEREAS, Under Section 8B.124 of the Charter of the City and County of San Francisco (the “Charter”), the Board’s authority to authorize an issuance of debt under Proposition E is subject to the provisi on of certain certifications of an independent engineer retained by the Commission and certain certifications by the San Francisco Planning Department, which certifications shall make the findings and determinations set forth in Charter Section 8B.124 (together, the “Proposition E Certificates”); and
WHEREAS, The Commission has previously authorized pursuant to Resolution No. 06- 0164, approved by the Commission on September 26, 2006, and the Board has previously approved pursuant to Ordinance No. 266- 06, a dopted by the Board on October 24, 2006, and signed by the Mayor on October 31, 2006, the establishment of a commercial paper program for the Wastewater Enterprise (the “Wastewater CP Program”) and the issuance of up to $150 million in aggregate principal amount of commercial paper notes outstanding at any one time; and WHEREAS, The Commission has authorized pursuant to Resolution No. 11- 0197, approved by the Commission on December 13, 2011, and the Board has approved pursuant to Ordinance No. 91-12, adopted by the Board on May 8, 2012, and signed by the Mayor on May 14, 2012, an ordinance to authorize, an increase in the Wastewater CP Program to an amount not -to- exceed $300 million of commercial paper notes outstanding at any one time from a principal amount of not-to-exceed $150 million of commercial paper notes outstanding at any one time; and

WHEREAS, The Commission has authorized pursuant to Resolution No. 14- 0139, approved by the Commission on August 26, 2014, and the Board has approved pursuant to Resolution No. 378-14, adopted by the Board on September 30, 2014, and signed by the Mayor on October 9, 2014, a resolution to authorize, an increase in the Wastewater CP Program to an aggregate principal amount not-to-exceed $500 million of commercial paper notes outstanding at any one time from a not-to-exceed amount of $300 million of commercial paper notes; and WHEREAS, The Commission previously determined that it would be desirable to provide an additional aggregate principal amount not -to-exceed $250 million of short -term financing for the Wastewater Enterprise and the Commission has authorized pursuant to Resolution No. 17- 0086, approved by the Commission on April 25, 2017 (“Resolution 17-0086”), and the Board has approved pursuant to Resolution No. 193-17, adopted by the Board on May 23, 2017, and signed by the Mayor on May 26, 2017, a resolution to authorize, an increase in the amount of short -term indebtedness which may be outstanding at any one time, increasing authorization to $750 million from $500 million of commercial paper notes (collectively, the “CP Notes”) or bank notes (the “Bank Notes”); and
WHEREAS, Pursuant to Article V and Ordinance No. 266- 06, the Commission is authorized to negotiate and execute credit or liquidity facilities to support the payment of principal and/or interest, as applicable, on the CP Notes and any additional agreements related thereto; and WHEREAS, In connection with the Wastewater CP Program, and in order to provide liquidity for the payment of the Commission’s maturing CP Notes (Wastewater Series, Proposition E) Series A-1 (Tax Exempt) (the “Series A-1 Notes”), the Commission has previously authorized, executed and delivered a letter of credit, originally dated March 10, 2017 (the “Current SMBC Letter of Credit” ), a Reimbursement Agreement, dated as of March 1, 2017, as amended by an Amendment No. 1 to Reimbursement Agreement, dated as of March 9, 2021 (together, the “Current Reimbursement Agreement”), each between the Commission and Sumitomo Mitsui Banking Corporation, acting through its New York Branch (“SMBC”), a Fee Agreement, dated March 10, 2017, as amended by an Amendment No. 1 to Fee Agreement (together, the “Current Fee Agreement”), each between the Commission and SMBC, and an Amended and Restated Issuing and Paying Agent Agreement, dated as of March 1, 2017, as amended and restated as of April 25, 2017 (the “Issuing and Paying Agent Agreement”), by and between the Commission and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank, National Association); and
WHEREAS, The Current SMBC Letter of Credit will terminate by its terms on March 7, 2024; and
WHEREAS, In order to support and/or maintain the Wastewater CP Program, the Commission issued a request for bids from qualified banks to provide for a substitute letter of credit; and

WHEREAS, After an evaluation of the responses to such request for bids for a substitute letter of credit, the Commission staff determined that the letter of credit supporting $150 million of the Se ries A-1 Notes offered by SMBC was most advantageous to the Commission and was determined to be the lowest cost, responsive and responsible bidder to provide liquidity support for the Wastewater CP Program Series A-1 Notes; and
WHEREAS, to assist in ease o f drafting and for the convenience of the Commission and SMBC (as the provider of the Current SMBC Letter of Credit and the New SMBC Letter of Credit (as defined herein)), given the provider of the current letter of credit is the same as the provider of the proposed new letter of credit, rather than entering into a new reimbursement agreement and fee agreement, the Commission finds it in its best interest to make certain amendments to (or amendments and restatements of) the Current Reimbursement Agreement and the Current Fee Agreement in connection with the New SMBC Letter of Credit; and WHEREAS, The proposed form of (i) the Amendment No. 2 to Reimbursement Agreement (the “Amendment No. 2 to Reimbursement Agreement” (together with the Current Reimbursement A greement, the “SMBC Reimbursement Agreement”), which includes, as an exhibit, an amendment to the Current SMBC Letter of Credit (together, the “New SMBC Letter of Credit”)), between the Commission and SMBC, to be executed by the Commission in favor of SMBC evidencing any and all obligations of the Commission to reimburse SMBC under the SMBC Reimbursement Agreement, and (ii) an Amended and Restated Fee Agreement, between the Commission and SMBC (the “SMBC Fee Agreement”), have been presented to the Commission and filed with the Secretary, and the Commission finds it in its best interest to enter into and perform such agreements; and
WHEREAS, Pursuant to the resolutions and the ordinances referred to herein, the Commission is authorized to take any and all nec essary action in connection with the issuance of the CP Notes, including, the preparation of an offering memorandum in connection with the sale and issuance of the CP Notes; and
WHEREAS, The Commission finds it necessary to deliver an offering memorandum i n connection with the sale and issuance of the CP Notes; and WHEREAS, the offering memorandum for the CP Notes will be updated to reflect the New SMBC Letter of Credit, the SMBC Reimbursement Agreement, the SMBC Fee Agreement and the Series A-1 Notes, and such other matters deemed necessary to comply with federal securities laws; and
WHEREAS, The proposed form of offering memorandum (the “Offering Memorandum”) has been presented to the Commission and filed with the Secretary; and WHEREAS, The Commission has paid, beginning no earlier than 60 days prior to the adoption of this Resolution and will pay, on and after the date hereof, certain expenditures (the “Expenditures” as defined in the Code referred to below) in connection with the acquisition, construction and/or equipping of the Wastewater Enterprise capital improvement projects; and

WHEREAS, The Commission adopts this Resolution as official action of the Commission in order to comply with Treasury Regulation §1.150- 2 and any other regulations of the Internal Revenue Service (the “Code”) relating to the qualification for reimbursement of Commission Expenditures (as defined in the Code) incurred prior to the date of issue of any CP Notes; and WHEREAS, On August 15, 2023, the Environmental Review Officer issued a Certificate of the City and County of San Francisco Planning Department (pursuant to Section 8B.124(b) of the City Charter) under Proposition E of November 2002, granting authority for the issuance of debt to the Board of Supervisors, for the Was tewater Enterprise Capital Program. By this certification, the Environmental Review Officer certified that the projects to be funded through the sale of Wastewater Revenue Bonds and/or Other Forms of Indebtedness, including Commercial Paper, either already comply with the requirements of the California Environmental Quality Act (CEQA) or will undergo environmental review pursuant to the CEQA when they are defined; and WHEREAS, The Proposition E Certificates meeting the Proposition E requirements, including California Environmental Quality Act (CEQA) requirements are on file with the Clerk of the Board in accordance with Proposition E prior to the issuance of any CP Notes; now, therefore, be it
RESOLVED by the Public Utilities Commission, as follows:

Section 1. Approval of SMBC Agreements . The forms of the SMBC Reimbursement Agreement and the SMBC Fee Agreement (collectively, the “ SMBC Agreements”), in substantially the forms submitted to this Commission, are hereby approved and recommended to the Director of the City ’s Office of Public Finance (the “Director”) for approval pursuant to the Administrative Code, Article V thereof. The General Manager (or the duly authorized and acting General Manager ) of the Commission ( in either capacity, referred to herein as, the “Ge neral Manager”) or their designee, the Deputy Chief Financial Officer and the Capital Finance Director, are authorized and directed to execute and deliver the SMBC Agreements (as applicable) in substantially said forms, subject to such additions thereto or changes therein which the General Manager, upon consultation with the City Attorney and Director, shall approve, such approval to be conclusively evidenced by the execution and delivery of such SMBC Agreements, provided that the SMBC Agreements may be extended for an additional term (as provided for in Section 2 below).

Section 2. Extension of Term of N
ew SMBC Letter of Credit . The General Manager or
their designee, the Deputy Chief Financial Officer and the Capital Finance Director, are further authorized, upon consultation with the City Attorney and the Director, to execute one or more amendments to the SMBC Agreements to extend the term of the New SMBC Letter of Credit authorized hereunder by an aggregate period not to exceed nine (9) years from the commencement date of the initial term, provided further that the annual facility fee payable to SMBC thereunder shall not exceed $750,000.

Section 3. Limitations.

In no event shall CP Notes and Bank Notes combined, exceed $750,000,000 in aggregate principal amount and in no event shall the interest rate or interest rates cause the aggregate average interest cost to exceed 12% per annum, and in no event shall the term

of any bank reimbursement obligation or revolving credit and term loan agreement exceed ten (10) years from the date of its original execution.

Section 4. Approval of Offering Memorandum. The General Manager or their designee, upon consultation with the City Attorney and the Director, is hereby authorized and directed to prepare and cause the distribution of an Offering Memorandum relating to the Wastewater CP Program, in substantially the form on file with the Commission, subject to such additions thereto and changes therein, and any amendments or supplements thereto from time to time which the General Manager, upon consultation with the City Attorney and the Director, shall approve. The General Manager (or any designee thereof) is further authorized and directed to distribute, in connection with the sale of any CP Notes, one or more Offering Memoranda in such form, as the General Manager, upon consultation with the City Attorney, Bond Counsel and the Director shall approve.

Section 5. Intent to Reimburse. T
his Commission hereby declares the official intent of the Commission to reimburse the Commission with proceeds of the CP Notes with respect to the Wastewater Enterprise capital improvement projects made on and after a date that is no more than 60 days prior to the adoption of this Resolution. The Commission reasonably expects on the date hereof that it will reimburse the Expenditures with proceeds of the CP Notes. Each such Expenditure was and will be either (A) of a type properly chargeable to a capital account under general federal income tax principles (determined in each case as of the date of the Expenditure), (B) a cost of issuance with respect to the CP Notes, (C) a nonrecurring item that is not customarily payable from current revenues, or (D) a grant to pay a party that is not related to or an agent of the issuer so long as such grant does not impose any obligation or condition (directly or indirectly) to repay any amount to or for the benefit of the Commission The Commission will make a reimbursement allocation, which is a written allocation that evidences the Commission’s use of proceeds of the CP Notes or other short -term indebtedness to reimburse an Expenditure, no later than 18 months after the later of the date on which the Expenditure is paid or the component of the capital improvement projects is placed in service or abandoned, but in no event more than three years after the date on which the Expenditure is paid. The Commission recognizes that exceptions are available for certain “preliminary expenditures,” costs of issuance, certain de minimis amounts, expenditures by “small issuers” (based on the year of issuance and not the year of expenditure) and expenditures for construction projects of at least 5 years.

Section 6. Further Actions.

The General Manager or their designee , the Deputy Chief Financial Officer and the Capital Finance Director, and in consultation with the City Attorney and the Director, are each hereby authorized and directe d to execute such other agreements, certifications or documents and to take any and all necessary action in furtherance of the extension/substitution of the Current SMBC Letter of Credit, the execution and performance of the SMBC Agreements, any future extension of the New SMBC Letter of Credit and the marketing and sale of the CP Notes.

Section 7. Delegation.

The General Manager or their designee is authorized to delegate any of the responsibilities or duties set forth in this resolution to the Assistant General M anager, Business Services and Chief Financial Officer of the Commission.

Section 8. Ratification. All actions heretofore taken by the officials, employees and agents of the Commission with respect to the extension/substitution of the Current SMBC Letter of Credit with the New SMBC Letter of Credit, entering into the SMBC Reimbursement Agreement and SMBC Fee Agreement, are hereby approved, confirmed and ratified.

Section 9. Effective Date. This resolution shall take effect from and after its adoption.

I hereby certify that the foregoing resolution was adopted by the Public Utilities Commission at its meeting on February 27, 2024.

Secretary, Public Utilities Commission

CHAPMAN DRAFT
JANUARY 29, 2024
2a) Amendment No. 2 to Reimbursement Agreement 4864-3015-7466 v9 4428512

AMENDMENT NO. 2 TO REIMBURSEMENT AGREEMENT
Dated as of March 5, 2024
between

PUBLIC UTILITIES COMMISSION OF

THE CITY AND COUNTY OF SAN FRANCISCO
and

SUMITOMO MITSUI BANKING CORPORATION,
acting through its New York Branch
relating to
$150,000,000

PUBLIC UTILITIES COMMISSION

OF THE CITY AND COUNTY OF SAN FRANCISCO

COMMERCIAL PAPER NOTES
(WASTEWATER SERIES, PROPOSITION E)
SERIES A-1 (TAX EXEMPT)
Amending that certain Reimbursement Agreement, dated as of March 1, 2017, as amended by Amendment No. 1 to Reimbursement Agreement dated as of March 9, 2021, both between the Public Utilities Commission of the City and County of San Francisco and Sumitomo Mitsui Banking Corporation, acting through its New York Branch

AMENDMENT NO. 2 TO REIMBURSEMENT AGREEMENT
This AMENDMENT NO. 2 TO REIMBURSEMENT AGREEMENT, dated as of March 5, 2024 (this “Amendment No. 2”), is between the PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO (together with its successors and assigns, the “ Commission”) and S UMITOMO MITSUI BANKING CORPORATION, acting through its New York Branch (together with its successors and assigns, the “Bank” ), and amends that certain Reimbursement Agreement, dated as of March 1, 2017, between the Commission and the Bank (the “ Original Agreement ” and as amended by Amendme nt No. 1 to Reimbursement Agreement , dated as of March 9, 2021 (“Amendment No. 1 to Reimbursement Agreement”), between the Commission and the Bank, and this Amendment No. 2, and as it may be further amended and supplemented from time to time pursuant to its terms, the “Agreement”).

WITNESSETH
WHEREAS, on November 5, 2002, the voters of the City approved Proposition E, which among other things, authorized the Commission to issue indebtedness, including revenue bonds, notes, commercial paper or other forms of indebtedness, when authorized by ordinance approved by a two- thirds vote of the Board of Supervisors of the City (the “Board” ), for the purpose of reconstructing, replacing, expanding, repair ing or improving the Wastewater Enterprise (as hereinafter defined); and
WHEREAS, pursuant to Section 43.5 of the San Francisco Administrative Code (“Article V”), enacted by Ordinance No. 203-98 adopted by the Board on June 8, 1998, and signed by the Mayor of the City on June 19, 1998, as amended by Ordinance No. 270- 06, adopted on October 24, 2006 by the Board and signed by the Mayor on October 31, 2006, the Board has established a procedure pursuant to which the Commission may issue short -term indebtedness, including commercial paper notes in anticipation of the issuance of its revenue bonds; and WHEREAS, the Commission, pursuant to Resolution No. 06-0164 adopted by the Commission on September 26, 2006 ( “Resolution No. 06-0164” ), and the Board, pursuant to Ordinance No. 266-06 adopted by the Board on October 24, 2006 and signed by the Mayor on October 31, 2006 (the “266-06 Ordinance ”), authorized the issuance of Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Wastewater Series) in an aggregate principal amount not to exceed $150,000,000; and WHEREAS, the Commission is authorized to issue, sell and deliver bonds, additional bonds, refunding bonds and other evidences of indebtedness in order to effect its purposes pursuant to the Ordinance and the Resolutions, including the financing and refinancing of the Commercial Paper Notes (as defined herein) and the Bank Note (as defined in the Amended Agreement); and WHEREAS, pursuant to Resolution No. 11-0197, adopted by the Commission on December 13, 2011 (“Resolution No. 11-0197”), Ordinance No. 91-12 adopted by the Board on May 8, 2012 and signed by the Mayor on May 14, 2012 (the “91-12 Ordinance” and together with the 266- 06 Ordinance, the “Ordinance” ), and Proposition E, the Commission and the Board approved an increase in the maximum aggregate principal amount of commercial paper notes

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issued by the Commission that can be outstanding from $150,000,000 to an amount not exceeding $300,000,000 in aggregate principal amount; and
WHEREAS, pursuant to Resolution No. 14-0139, adopted by the Commission on August 26, 2014 ( “Resolution No. 14-0139” ) and Resolution No. 378-14, adopted by the Board on September 30, 2014 and approved by the Mayor on October 9, 2014 (“Resolution No. 378-14”), the Commission and the Board approved an increase in the maximum aggregate principal amount of commercial paper notes issued by the Commission that can be outstanding from $300,000,000 to an amount not exceeding $500,000,000 in aggregate principal amount; and W
HEREAS, pursuant to Resolution No. 17-0086, adopted by the Commission on April 25, 2017 ( “Resolution No. 17-0086” , and together with Resolution No. 06-0614, Resolution No. 11-0197 and Resolution No. 14-0139, the “ Commission Resolutions ”), and Resolution No. 193-17, adopted by the Board on May 23, 2017 and approved by the Mayor on May 26, 2017 (“Resolution No. 193-17”), the Commission and the Board approved an increase in the maximum aggregate principal amount of commercial paper notes or bank notes issued by the Commission that can be outstanding from $500,000,000 to an amount not exceeding $750,000,000 in aggregate principal amount; and
W
HEREAS, pursuant to Resolution No. 17-0027, the Commission has authorized, executed and delivered that certain Amended and Restated Issuing and Paying Agent Agreement, dated as of March 1, 2017, as amended and restated as of April 25, 2017 (the “Issuing and Paying Agent Agreement”), with U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as issuing and paying agent (the “ Issuing and Paying Agent”), pursuant to which the Commission has authorized the issuance of the Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Wastewater Series, Proposition E) Series A-1 (Tax Exempt) (the “Commercial Paper Notes”); and WHEREAS, at the request of the Commission, the Bank issued a letter of credit in the original stated amount of $163,315,069 (representing an amount supporting the tota l aggregate principal amount of the Commercial Paper Notes in a principal amount $150,000,000 plus an amount equal to 270 days interest on such principal amount at the rate per annum of twelve percent (12%) computed on the basis of a 365 day year) for the payment by the Issuing and Paying Agent, when and as due, of the principal of and interest on the Commercial Paper Notes (as more particularly defined in the Amended Agreement, the “Letter of Credit”); and W
HEREAS, the current Stated Expiration Date of the Letter of Credit is March 7, 2024 and the Commission has requested the Bank to extend the Stated Expiration Date of the Letter of Credit, and the Bank is willing to extend the Stated Expiration Date of the Letter of Credit to March 2, 2029 pursuant to the Letter of Credit Amendment No. 2 (as more particularly defined herein) subject to amendment of the Agreement as reflected in this Amendment No. 2 and amendment of the Fee Agreement, dated March 10, 2017 (as amended and supplemented to date, the “Original Fee Agreement”), by and between the Commission and the Bank, as reflected in the Amended and Restated Fee Agreement dated March 5, 2024, by and between the Commission and the Bank (the “Amended and Restated Fee Agreement”).

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NOW THEREFORE, in consideration of the premises and the mutual agreements herein contained, the Commission and the Bank agree as follows:

SECTION 1. A UTHORITY AND DEFINITIONS.
(a) This Amendment No. 2 is entered into pursuant to Sections 7.1 and 7.8 of the Original Agreement, as amended by Amendment No. 1 to Reimbursement Agreement (the “Amended Agreement”).
(b) This Amendment No. 2 amends the Amended Agreement. (c) Capitalized terms used herein without definition shall have the meanings set forth in the Amended Agreement.
(d) Subject to the satisfaction of the conditions precedent set forth in Section 3 hereof, this Amendment No. 2 shall become effective, and a lett er of credit amendment substantially in the form of Exhibit A attached hereto (the “Letter of Credit Amendment No. 2”) shall be delivered to the Issuing and Paying Agent by the Bank, upon the execution and delivery hereof and of the Amended and Restated Fee Agreement, by the Commission and the Bank on March 5, 2024 (the “Extension Effective Date”).
(e) The provisions of this Amendment No. 2 shall supersede and prevail over any conflicting provisions of the Amended Agree ment. If there is any conflict between the terms, conditions, and provisions of this Amendment No. 2 and those of any of the other Basic Documents, the terms, conditions and provisions of this Amendment No. 2, as applicable, shall prevail. Save and except as expressly amended hereby, all of the terms and provisions of the Amended Agreement continue in full force and effect and are applicable to the provisions of this Amendment No. 2 and the obligations of the parties hereunder. Reference to this specific Amendment No. 2 need not be made in any note, document, agreement, letter, certificate, the Agreement or any communication issued or made subsequent to, or with respect to, the Agreement, it being hereby agreed that any reference to the Agreement shall be sufficient to refer to the Amended Agreement as hereby amended. The parties hereto expressly agree that this Amendment No. 2 shall constitute a modification of the Amended A greement and does not constitute a novation, accord and satisfaction or substitution with respect to the Amended Agree ment. The parties hereto agree that this Amendment No. 2 does not extinguish or discharge the obligations of the parties under the Amended Agreement.

S
ECTION 2. A MENDMENTS TO THE AMENDED AGREEMENT.
(a) Section 1.1 of the Amended Agreement is hereby amended by the addition of the following defined terms to read as follows and to appear in the appropriate alphabetical sequence:
“Anti-Corruption Laws” - means all laws, rules, and
regulations of any jurisdiction applicable to the Commission from time to time concerning or relating to bribery or corruption.

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“Anti-Terrorism Laws” - means any statute, treaty, law
(including common law), ordinance, regulation, rule, order, opinion, release, injunction, writ, decree or award of any Governmental Authority of competent jurisdiction relating to terrorism or money laundering, including Executive Order No. 13224 and the USA Patriot Act.
“Parity Loans” - has the meaning assigned to such term in the Wastewater Bonds Indenture.
“Sanctioned Country” - means, at any time, a country or territory which is the subject or target of any Sanctions. “Sanctioned Person” - means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury , the U.S. Department of State, or (b) any Person operating, organized or resident in a Sanctioned Country or (c) any Person controlled by any such Person.
“Sanctions” - means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by the U.S. government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury or the U.S. Department of State.
(b) The definitions of the following terms set forth in Section 1.1 of the Amended Agreement are hereby amended in their entireties and as so amended shall be restated to read as follows:
“Bank Rate” - means, subject to the terms of Section 2.16 hereof, a rate of interest per annum (i) with respect to an Advance, for any day commencing on the date such Advance is made up to and including the thirtieth (30th) day next succeeding the date such Advance is made, equal to the Base Rate from time to time in effect, (ii) with respect to an Advance, for any day commencing on the thirty-first (31st) day next succeeding the date such Advance is made up to and including the ninetieth (90th) day next succeeding the date such Advance is made, equal to the Base Rate from time to time in effect plus one percent (1.0%); (iii) with respect to an Advance if not converted to a Term Loan, for any day commencing on the ninety- first (91st) day next succeeding the date the related Advance is made and thereafter, equal to the Default Rate; and (iv) with respect to a Term Loan, equal to the Base Rate from time to time in effect plus two percent (2.0%); provided, however, that immediately and automatically upon the occurrence of an Event of

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Default (and without any notice given with respect thereto) and during the continuance of such Event of Default, “Bank Rate” shall mean the Default Rate; and provided, further, that at no time shall the Bank Rate be less than the hig hest rate on any outstanding Commercial Paper Notes.
“Debt” - of any Person means at any date, without
duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such Person evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person to pay the deferred purchase price of property or services, except trade accounts payable arising in the ordinary course of business, (d) all obligations of such Person as lessee under capital leases, (e ) all Debt of others secured by a lien on any asset of such Person, whether or not such Debt is assumed by such Person, (f) all Guarantees by such Person of Debt of other Persons, (g) all obligations of such Person under any Swap Contract and (h) obligations of such Person to reimburse or repay any bank or other Person in respect of amounts paid or advanced under a letter of credit, credit agreement, liquidity facility or other instrument.
(c) The Amended Agreement is hereby amended so that all references to the term “Parity State Loans” shall be deemed to refer to “Parity Loans” and shall have the definition set forth in Section 2(a) of this Amendment No. 2.
(d) Section 2.6 of the Agreement is hereby amended by adding thereto a new sentence to appear at the end thereof and to read in its entirety as follows:

The Commission’s obligations to repay each Advance and
Term Loan and to pay interest thereon as provided herein shall be evidenced and secured by the Bank Note, and the Commission shall redeem the Bank Note on each date on which the Commission is required to make a principal payment on an Advance and/or Term Loan, as applicable, in an amount equal to such payment due on such date and shall pay interest on the Bank Note on each date on which the Commission is required to make an interest payment on an Advance and/or Term Loan, as applicable.
(e) Section 4.10 of the Agreement is hereby amended by adding thereto a new sentence to appear at the end thereof and to read in its entirety as follows:

There is no public vote or referendum pending, proposed or concluded, the results of which could reasonably be expected result in a material adverse effect on the Commission’s obligations under this Agreement, the Fee Letter, the Revolving Note, the Term Note or any of the other Basic Documents to which it is a party or the

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ability of the Commission to perform its obligations in connection herewith or therewith or the enforceability or validity of this Agreement or any of the other Basic Documents.
(f) Article IV of the Agreement is hereby amended by the addition thereto of a new Section 4.21 to read as follows and to appear in the appropriate numerical sequence:

S ection 4.21. Anti-Corruption Laws and Sanctions . The Commission has implemented and maintain s in effect policies and procedures designed to ensure compliance by the Commission and its directors, officers , employees and agents with Anti-Corruption Laws and applicable Sanctions, and the Commission and its officers and employees and to the knowledge of the Commission its directors and agents, are in compliance with Anti -Corruption Laws and applicable Sanctions in all material respects. None of (a) the Commission or to the knowledge of the Commission any of its directors, officers or employees, or (b) to the knowledge of the Commission, any of its agents or any subsidiary that will act in any capacity in connection with or benefit from the credit facility established hereby, is a Sanctioned Person. No transaction contemplated by this Agreement will violate Anti-Corruption Laws or applicable Sanctions. The Commission is not in violation of any Anti-Terrorism Law nor does it engage in or conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti-Terrorism Law.
(g) S
ection 5.1(a)(i) of the Agreement is hereby amended and restated to read as follows:
(i) as soon as practicable and, in any event, within two hundred ten (210) days after the end of each Fiscal Year of the Commission, a balance sheet of the Commission as at the end of such Fiscal Year and statements of income, changes in fund balances and cash flows for the Fiscal Year then ended, all in reasonable detail prepared in accordance with GAAP consistently applied, accompanied by (A) a report and opinion of the Commission’s independent accountants (who shall be of nationally recognized standing or an independent certified public accountant otherwise acceptable to the Bank) which report and opinion shall have been prepared in accordance with generally accepted auditing standards and (B) a compliance certificate, substantially in the form of Exhibit C hereto, signed by an Authorized Representative stating that no Event of Default or Default has occurred, or if such Event of Default or Default has occurred, specifying the nature of such Event of Default or Default, the period of its existence, the nature and

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status thereof and any remedial steps taken or proposed to correct such Event of Default or Default;
(g) Section 5.1(g) of the Agreement is hereby amended and restated to read as follows:
(g ) Use of Proceeds of the Commercial Paper Notes . The Commission will use the proceeds derived from the sale of the Commercial Paper Notes only for the purposes set forth in the Basic Documents and for such other purpose or purposes as may be approved by the Bank. In addition, the Commission will not use, nor permit the use of, the proceeds of the Commercial Paper Notes or any Drawing to be applied in violation of Regulation U issued by the Board of Governors of the Federal Reserve System or in violation of any Anti -Corruption Laws, Anti -Terrorism Laws or Sanctions.
(h
) Section 5.1(v) of the Agreement is hereby amended and restated to read as follows:
(v ) Amounts of Rates and Charges (Senior Wastewater
Bonds). (A) To the fullest extent permitted by law, the Commission covenants to (1) perform and comply with Section 6.13(a) of the Wastewater Bonds Indenture, and (2) establish, fix and prescribe, prior to the commencement of each Fiscal Year, rates, fees and charges in connection with the sanitary waste and storm water collection, treatment and disposal services and facilities furnished by the Wastewater Enterprise, which are reasonably expected to be at least sufficient to yield during such Fiscal Year Net Revenues (together with any fund balances of the Commission which are available for Debt Service, but excluding the Bond Reserve Fund), equal to at least 1.25 times Annual Debt Service payable in such Fiscal Year.
(B) T
he Commission may make adjustments from time
to time in such rates, fees and charges and may make such classification thereof as it deems neces sary, but shall not reduce such rates, fees and charges below those then in effect unless the Wastewater Enterprise Revenues resulting after such reduced rates are put into effect will at all times be sufficient to meet the requirements of this Section.
( C) So long as the Commission has complied with its
obligations described in clause (A) of this Section 5.1(v), the failure to yield the amount of Wastewater Enterprise Revenues as set forth in clause (A)(1) of this Section 5.1(v), or the failure of Net Revenues to equal 1.25 times Annual Debt Service as set forth in clause (A)(2) of this Section 5.1(v) at the end of a Fiscal Year, shall not constitute

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a default or an Event of Default hereunder so long as the Commission has complied with clause (A)(1) and clause (A)(2) of this Section 5.1(v) at the commencement of the succeeding Fiscal Year.
(h) Section 5.2(f) of the Agreement is hereby amended and restated to read as follows:
(f) I ssue Debt. Issue any Wastewater Enterprise Debt
unless:
(i ) such Wastewater Enterprise Debt will not exceed at any time any limitation set forth in the Constitution or other laws of the State, the Charter, the Ordinance, the Resolutions, any other resolutions adopted by the Commission, or the Issuing and Paying Agent Agreement;
(ii) for any Wastewater Enterprise Debt, both (x) the
actual revenues of the Wastewater Enterprise for the most recently completed Fiscal Year and (y) projected revenues for the next three Fiscal Years following the issuance of such additional Wastewater Enterprise Debt are or will be sufficient to satisfy the covenant set forth in Section 5.1(u) hereof;
(iii) if such Wastewater Enterprise Debt consists of
Senior State Loans, the Commission shall not issue any additional Senior State Loans;
(iv) if such Wastewater Enterprise Debt consists of
Senior Wastewater Bonds, (1) the ratio of (A) Net Revenues for the most recent Fiscal Year for which audited financial statements are available, or any consecutive twelve calendar month period during the eighteen calendar month period prior to the issuance of such additional Senior Wastewater Bonds to (B) Annual Debt Service for the current Fiscal Year, calculated as of the date of sale of, and including such additional Senior Wastewater Bonds will not be less than 1.25:1; or (2) the ratio of (A) Net Revenues projected by the Commission for each of the next three Fiscal Years as determined in Section 3.05(f)(i) of the Wastewater Bonds Indenture, and including in such projections amounts projected to be received from any adopted rate increases and fund balances of the Commission which are projected to be available for the payment of Debt Service (but excluding the Bond Reserve Fund), to (B) Annual Debt Service in each of such three Fiscal Years, calculated as of the date of sale of and including such additional Senior Wastewater Bonds, will not be less than 1.25:1 in each of such Fiscal Years.

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(v) if such Wastewater Enterprise Debt consists of
Subordinated Wastewater Bonds, the estimated Net Revenues (together with any fund balances of the Commission which are available for the payment of Subordinated Debt Service but excluding the bond reserve fund for Subordinated Wastewater Bonds) for each of the next three Fiscal Years (and, if any portion of the proceeds of such Subordinated Wastewater Bonds are to be used to finance construction, the three Fiscal Years following the Fiscal Year in which the Consulting Engineers estimate such portion of the project will be completed) is at least equal to 1.10 times the Subordinated Annual Debt Service for such respective Fiscal Years (taking into account the issuance of such additional Subordinated Wastewater Bonds), including Subordinated Annual Debt Service as estimated with respect to future Subordinated Wastewater Bonds, if any, which the Commission estimates will be required to complete payment of the cost of construction of such portion of the project and any other uncompleted portion of the project;
(vi) if such Wastewater Enterprise Debt consists of
additional Parity Loans, no Event of Default has occurred and is continuing under the Wastewater Bonds Indenture or any
Supplemental Indenture (as defined in the Wastewater Bonds Indenture) (and no event has occurred which, but for the passage of time or the giving of notice, would constitute an Event of Default under the Wastewater Bonds Indenture or any Supplemental Indenture) and the Commission has delivered a Certificate to the Trustee setting forth for t he next three Fiscal Years, determined on such date, (i) the Wastewater Enterprise Revenues, Operation and Maintenance Costs of the Wastewater Enterprise and Net Revenues and (ii) the Annual Debt Service (assuming the delivery of the Parity Loans), and demonstrating that the estimated Net Revenues (together with any fund balances of the Commission, which are available for Debt Service, but excluding the Bond Reserve Fund), in each of such Fiscal Years is at least equal to 1.25 times the Annual Debt Service in each of such Fiscal Years;
(vii) if such Wastewater Enterp rise Debt consists of
Commercial Paper Notes or Parity Notes, the aggregate principal amount of such Commercial Paper Notes and Parity Notes and any amounts outstanding under the Bank Note and any bank notes related to Parity Notes outstanding does not exceed $750,000,000; (viii) the issuance of Parity Debt will not result in the creation of a Lien on the Pledged Revenues that is senior to the Lien securing the Commercial Paper Notes or the obligations under the Agreement, the Fee Agreement and the Bank Note; and

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(ix) no Default or Event of Default shall have occurred and be continuing hereunder as a result thereof.
(i) Paragraph (a) of Section 7.2 of the Amended Agreement is hereby deleted in its entirety and the following substituted therefor:
(a) if to the Commission:

City and County of San Francisco
Public Utilities Commission
525 Golden Gate Ave., 13th Floor
San Francisco, California 94102
Attention: Chief Financial Officer & Assistant General
Manager, Business Services
E- mail: [email protected]
(e) Paragraph (c) of Section 7.2 of the Amended Agreement is hereby deleted in its entirety and the following substituted therefor:
(c) if to Issuing and Paying Agent:

U.S. Bank Trust Company, National Association
100 Wall Street, Suite 1600
New York, NY 10005
Attention: Global Corporate Trust
Telephone: (212) 361-4383
E- mail: denia.larios.com

(e) Paragraph (d) of Section 7.2 of the Amended Agreement is hereby deleted in its entirety and the following substituted therefor:
(d) If to the Dealers:

Morgan Stanley & Co. LLC
1585 Broadway, 16th Floor
New York, New York 10036
Attention: Municipal Short Term Desk,
c/o Thomas Schneider
Telephone: (212) 761-6202
E- mail: [email protected]

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U.S. Bancorp Investments Inc.
1095 Avenue of the Americas, 13th Floor
New York, New York 10036
Attention: Neal Richardson or Remarketing Desk
Telephone: (877) 403-6519
Facsimile: (866) 941-6705
RBC Capital Markets, LLC
200 Vesey Street, 8th Floor
New York, New York 10281
Attention: Craig Laraia
Telephone: (212) 618-2019
Facsimile: (212) 618-2570
E- mail: [email protected]
S
ECTION 3. C ONDITIONS PRECEDENT.

The obligation of the Bank to issue and deliver the Letter of Credit Amendm ent No. 2 to the Issuing and Paying Agent shall be subject to the fulfillment, at or before the issuance of the Letter of Credit Amendment No. 2, of each of the following conditions, in form and substance satisfactory to the Bank:
(a) Copies of this Amendment No. 2 and the Amended and Restated Fee Agreement shall have been duly executed and delivered to the Bank by each of the respective parties thereto and shall not have been modified, amended or rescinded, shall be in full force and effect on and as of the Extension Effective Date. (b) Receipt by the Bank of (i) a certified copy of the authorizing resolution of the Commission (which may be an existing authorizing resolution) approving the execution and delivery and performance of its obligations under the Agreement, as amended hereby, and (ii) a customary certificate executed by appropriate officers of the Commission including the incumbency and signature of the officer of the Commission executing this Amendment and Amended and Restated Fee Agreement.
(c) Receipt by the Bank of an opinion of bond counsel addressed to the Bank as to the validity and enforceability of the Agreement and the Amended and Restated Fee Agreement in form and substance satisfactory to the Bank and its counsel. (d) All o ther legal matters pertaining to the execution and delivery of this Amendment No. 2 and the Amended and Restated Fee Agreement and the issuance of the Letter of Credit Amendment No. 2 shall be satisfactory to the Bank, and the Bank shall have received such other certificates, approvals or filings, opinions and documents as shall be reasonably requested by the Bank.

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SECTION 4. R EPRESENTATIONS AND WARRANTIES.

In order to induce the Bank to issue the Letter of Credit Amendment No. 2, the Commission represents and warrants to the Bank as of the Extension Effective Date as follows:
(a) the representations of the Commission set forth in Article IV of the Agreement (including as amended by this Amendment No. 2) and in each of the other Basic Documents and in any and all documents delivered to the Bank in connection herewith are true and correct in all material respects on and as of the Extension Effective Date with the same force and effect as if made on and as of such date; (b) no Default or Event of Default hereunder and no default or event of default under any of the other Basic Documents has occurred and is continuing or would occur upon the issuance of the Letter of Credit Amendment No. 2; (c) since June 30, 2023, no material adverse change shall have occurred in the status of the business, operations or condition (financial or otherw ise) of the Commission or its ability to perform its obligations hereunder or under the Commercial Paper Notes or the other Basic Documents to which it is a party;
(d) the Commission is in compliance with the terms and conditions of the Amended Agreement and has performed or complied with all of its obligations, covenants and conditions to be performed or complied with pursuant to the Agreement on or prior to the Extension Effective Date;
(e) this Amendment No. 2 and the Amended and Restated Fee Agreement have been duly authorized, executed and delivered by the Commission; and (f) all certificates, financial statements, documents and other written information furnished to the Bank by the Commission on or prior to the Extension Effective Date in connection with the transactions contemplated hereby were, as of their respective dates, complete and correct in all material respects to the extent necessary to give the Bank true and accurate knowledge of the subject matter thereof and did not contain any untrue statement of a material fact and were provided in expectation of the Bank’s reliance thereon in issuing the Letter of Credit Amendment No. 2 and there are no facts that the Commission has not disclosed in writing to the Bank that, individually or in the aggregate, could materially impair the ability of the Commission to perform its obligations under the Commercial Paper Notes, the Bank Note, the Agreement, the Fee Agreement or the other Basic Documents.

S
ECTION 5. C OSTS AND EXPENSES.

Upon receipt of a written invoice by mail, the Commission will promptly pay the reasonable fees and expenses of domestic counsel to the Bank incurred in connection with the preparation, execution and delivery, of this Amendment No. 2, the Amended and Restated Fee Agreement and the Letter of Credit Amendment No. 2. The Commission hereby agrees that all

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costs and expenses incurred by the Bank in connection with the transactions contemplated herein and the satisfaction of the foregoing conditions (whether or not this transaction closes), including, without limitation, the reasonable fees and expenses of domestic counsel to the Bank, are included as obligations under the Original Fee Agreement and the Amended Agreement.

S
ECTION 6. N O WAIVER.

The Commission acknowledges and agrees that, if and to the extent that the Bank has not heretofore required strict compliance with the performance by the Commission of the covenants, agreements and obligations of the Commission under the Agreement or the other Basic Documents, such action or inaction shall not constitute a waiver of, or otherwise affect in any manner, the Bank’ s rights and remedies under the Agreement or the other Basic Documents, as amended hereby, including the right to require performance of such covenants, agreements and obligations strictly in accordance with the terms and provisions thereof.

S
ECTION 7. C OUNTERPARTS.

This Amendment No. 2 may be executed in two or more counterparts, each of which shall constitute an original, but when taken together shall constitute but one agreement and any of the parties hereto may execute this Amendment No. 2 by signing any such counterpart. This Amendment No. 2 may be delivered by the exchange of signed signature pages by facsimile transmission or by attaching a pdf copy or other replicating image to an email, and any printed or copied version of any signature page so delivered shall have the same force and effect as an originally signed version of such signature page.

S
ECTION 8. G OVERNING LAW.

THIS AMENDMENT NO. 2 SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,

THE LAWS OF THE STATE OF CALIFORNIA WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PROVISIONS; PROVIDED THAT THE BANK’S OBLIGATIONS HEREUNDER SHALL BE GOVERNED BY, AND

CONSTRUED IN ACCORDANCE WITH , THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PROVISIONS. THIS AMENDMENT NO. 2 SHALL BE SUBJECT TO SECTION 7.14 OF THE AGREEMENT.

SECTION 9. S EVERABILITY.

Any provision of this Amendment No. 2 which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction, and all other remaining provisions hereof will be construed to render them enforceable to the fullest extent permitted by law. The par ties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

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SECTION 10. E NTIRE AGREEMENT.

This Amendment No. 2 represents the final agreement between the parties hereto with respect to the subject matter hereof and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties her eto as to such subject matter .

Taken together with the Amended Agreement and the Original Fee Agreement and the other instruments and documents delivered in compliance herewith, this Amendment No. 2 and the Amended and Restated Fee Agreement are a complete memorandum of the agreement of the Commission and the Bank.

SECTION 11. H EADINGS.

The Section and subsection headings used herein have been inserted for convenience of reference only and do not constitute matters to be considered in interpreting this Amendment No. 2.
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

[Signature Page to Amendment No. 2 to Reimbursement Agreement] IN WITNESS WHEREOF, the Commission and the Bank have duly executed this Amendment No. 2 to Reimbursement Agreement as of the date first above written.

PUBLIC UTILITIES COMMISSION OF THE CITY AND

COUNTY OF SAN FRANCISCO

By: ___________________________________
Name: [Nikolai J. Sklaroff][Dennis J.

Herrera]
Title: [Capital Finance Director]
[General Manager]

A
PPROVED AS TO FORM:

DAVID CHIU, City Attorney of the
City and County of San Francisco

By: _________________________________
Name: Katherine Thursby Ortega
Title: Deputy City Attorney

A
CKNOWLEDGED:

ANNA VAN DEGNA, Director of Public Finance
of the City and County of San Francisco

By: _________________________________
Name: ___________________________
Title: ____________________________

[Signature Page to Amendment No. 2 to Reimbursement Agreement]

SUMITOMO MITSUI BANKING CORPORATION,
acting through its New York Branch

By: ___________________________________
Name: ______________________________
Title: _______________________________

EXHIBIT A

FORM OF LETTER OF CREDIT AMENDMENT NO. 2

ANNEX G
TO

SUMITOMO MITSUI BANKING CORPORATION,

ACTING THROUGH ITS NEW YORK BRANCH

IRREVOCABLE TRANSFERABLE DIRECT-PAY
LETTER OF CREDIT NO. LG/MIS/NY-107503

NOTICE OF EXTENSION OF STATED EXPIRATION DATE
March 5, 2024
U.S. Bank Trust Company, National Association,
as Issuing and Paying Agent
100 Wall Street, Suite 1600
New York, New York 10005
Attention: Global Corporate Trust
We hereby notify you with reference to Irrevocable Transferable Direct -Pay Letter of Credit No. LG/MIS/NY -107503 (the “Letter of Credit” ; terms used herein and not otherwise defined herein being used herein as therein defined) issued by us in your favor, as follows:

1. The Stated Expiration Date of the Letter of Credit has been extended to March 2, 2029.

2. This Notice is an amendment to and must be attached to the Letter of Credit and made a part thereof.

All other terms and conditions of the Letter of Credit remain unchanged.

Very truly yours,

SUMITOMO MITSUI BANKING CORPORATION,
acting through its New York Branch
By: ____________________________________
Name: ______________________________
Title: _______________________________

CHAPMAN DRAFT
JANUARY 29, 2024

3a) A&R Fee Agreement (SFPUC) 4857-6948-8794 v8
4428512

AMENDED AND RESTATED FEE AGREEMENT
March 5, 2024
$150,000,000
not to exceed aggregate principal amount of
Public Utilities Commission
of the City and County of San Francisco
Commercial Paper Notes
(Wastewater Series, Proposition E)
Series A-1 (Tax Exempt)
Reference is hereby made to that certain (i) Reimbursement Agreement dated as of March 1, 2017 (as previously amended and as it may be further amended and supplemented from time to time in accordance with its terms, the “Reimbursement Agreement”), between the Public Utilities Commission of the City and County of San Francisco (the “Commission”) and Sumitomo Mitsui Banking Corporation, acting through its New York Branch (the “Bank” ), and (ii) the Fee Agreement dated March 10, 2017 (the “Original Fee Agreement”), as amended by Amendment No. 1 to Fee Agreement dated March 9, 2021 (the “First Amendment” and, together with the Original Fee Agreement, the “Existing Fee Agreement”), each between the Commission and the Bank. Terms used herein without definition shall have the meanings assigned in the Reimbursement Agreement.

The Commission has requested that the Bank make certain modifications to the Existing Fee Agreement, and, for the sake of clarity and convenience, the Bank and the C ommission wish to amend and restate the Existing Fee Agreement in its entirety, and this Amended and Restated Fee Agreement dated March 5, 2024 (as it may be amended and supplemented from time to time in accordance with its terms, this “Fee Agreement” ) amends and restates the Existing Fee Agreement in its entirety. The Commission acknowledges and agrees that all fees previously paid to the Bank under the Existing Fee Agreement were fully earned and nonrefundable. The purpose of this Fee Agreement is to co nfirm the agreement between the Commission and the Bank with respect to fees and other amounts payable to the Bank and to set forth certain other information with respect to the Letter of Credit and the Reimbursement Agreement. This is the Fee Agreement referenced in the Reimbursement Agreement, and the terms hereof are incorporated by reference into the Reimbursement Agreement as if fully set forth therein.

In consideration for and in order to induce the Bank to extend the Stated Expiration Date of the Letter of Credit pursuant to the terms of the Reimbursement Agreement, the parties hereto agree as follows:
(a) Facility Fee. The facility fees for the period commencing with and including the Closing Date and ending on and including March 9, 2021, shall be as set forth in the Original Fee Agreement and shall be payable on April 1, 2021, for the period from January 1, 2021, and ending on and including March 9, 2021. The facility fees for the period commencing with and including -2-
March 10, 2021, and ending on and including March 6, 2024, shall be as set forth in the First Amendment and shall be payable on April 1, 2024, for the period from January 1, 2024, and ending on and including March 7, 2024. The Commission agrees to pay to the Bank on April 1, 2024 for the period commencing on March 8, 2024 and ending on March 31, 2024, and on the first Business Day of each July, October, January and April to occur thereafter, and on the Termination Date (each, a “Quarterly Payment Date” ), a non- refundable facility fee (the “Facility Fee” ), which shall be fully earned when due and nonrefundable when paid, based on the Rating (as defined below) corresponding to the Level set forth in the pricing matrix below, computed in arrears (on the basis of a 365 day year for the actual number of days elapsed per quarter) on the average daily Stated Amount of the Letter of Credit (without regard to temporary reductions thereof) at the rates per annum specified below in Column A prior to the issuance of any Subordinated Wastewater Bonds and in Column B on and after the issuance of any Subordinated Wastewater Bonds (the “Facility Fee Rate”) from time to time in effect during each related period:

LEVEL S&P RATING MOODY’S RATING

COLUMN A

FACILITY FEE
RATE1

COLUMN B

FACILITY FEE
RATE2
Level 1 AA- or above Aa3 or above 0.30% 0.45%
Level 2 A+ A1 0.40% 0.55%
Level 3 A A2 0.60% 0.75%
Level4 A- A3 1.00% 1.15%
Level5 BBB+ Baal 1.50% 1.65%
Level 6 BBB Baa2 2.25% 2.40%
The following paragraph applies to the pricing matrix above . The term “Rating” as used above shall mean the long term unenhanced credit ratings assigned by any Rating Agency to any Senior Debt; provided, however, that if the long term unenhanced credit ratings assigned by any Rating Agency to any Senior Debt appear in more than one rating level, the term “Rating” as used above shall mean the lowest of the long term unenhanced credit ratings assigned by any Rating Agency to any Senior Debt (for the avoidance of doubt, Level 6 is the Level with the lowest Ratings, and Level 1 is the Level with the highest Ratings for purposes of the pricing matri x above). The Commission acknowledges, and the Bank agrees, that as of the date hereof the Facility Fee Rate is that specified above for Level 1 set forth in Section 2(a) of the First Amendment. Any change in the Facility Fee Rate resulting from a change in a Rating shall be and become effective as of and on the date of the announcement of the change in such Rating.

References to ratings above are references to rating categories as now determined by the Rating Agencies, and, in the event of adoption of any new or changed rating system by any such Rating Agency, including, without limitation, any recalibration or realignment of the long term unenhanced credit ratings assigned by any Rating Agency to any Senior Debt in connection with the adoption of a “global” rating scale, each of the ratings from the Rating Agency in question referred to above shall be deemed to refer to the rating category under the new rating system which

1 Prior to issuance of any Subordinated Wastewater Bonds. 2 On and after issuance of any Subordinated Wastewater Bonds. -3-
most closely approximates the applicable rating category as currently in effect . In the event that either (i) any long term unenhanced credit ratings assigned by any Rating Agency to any Senior Debt is suspended, withdrawn or otherwise unavailable from any Rating Agency, or reduced below “Baa2” (or its equivalent) by Moody’s or “BBB” (or its equivalent) by S&P, or (ii) upon the occurrence and during the continuance of an Event of Default, then the Facility Fee Rate otherwise in effect shall be immediately and without notice equal 3.00% per annum. The Facility Fees shall be payable in arrears as provided in the first sentence of this Paragraph (a), together with interest on the Facility Fees from the date payment is due until payment in full at the Default Rate, payable on demand and calculated as provided in such sentence.
(b) Drawing Fee. Upon each drawing under the Letter of Credit, the Commission agrees to pay to the Bank a Letter of Credit drawing fee of $300, payable without any requirement of notice or demand by the Bank on the day on which such drawing is paid by the Bank. (c) Transfer Fee; Amendment Fee. Upon each transfer of the Letter of Credit, the Commission agrees to pay to the Bank the sum of $5,000 plus the reasonable fees and expenses of counsel to the Bank associated with such transfer, payable on the date of such transfer. Upon any amendment of the Letter of Credit, the Reimbursement Agreement or this Fee Agreement, or any amendment of any other Basic Document requiring action on the part of the Bank, the Commission agrees to pay to the Bank the sum of $5,000 plus the reasonable fees and expenses of counsel to the Bank associated with such amendment, payable on the date of such amendment. (d) Termination Fee. If the Letter of Credit terminates by its terms or is replaced, or the Stated Amount of the Letter of Credit is permanently reduced to zero, prior to September 5, 2025, the Commission shall pay to the Bank, upon such termination, replacement or reduction, a termination fee equal to the Facility Fee (based on an Stated Amount equal to the Original Stated Amount) for the period commencing with and including March 5, 2024 and ending on and including September 5, 2025, at the Facility Fee Rate in effect as of the date of such termination, replacement or reduction, less the aggregate amount of Facility Fee theretofore paid, and shall also pay to the Bank, upon such termination, replacement or reduction, all other fees, expenses and other obligations payable hereunder, including, without limitation, all principal and accrued interest owing on the Bank Note; provided, however, that the Commission shall not be required to pay any termination fee to the Bank (i) if such termination, replacement or reduction is a result of any of the short-term credit ratings of the Bank being downgraded by Moody’s to “P2” or below or by S&P to “A-2” or below, respectively (provided, that for the avoidance of doubt, the ratings referenced in this clause (i) shall mean those ratings assigned to Sumitomo Mitsui Banking Corporation, acting through its New York Branch and not ratings assigned to Sumitomo Mitsui Banking Corporation, acting through its New York Branch’s parent or holding company or any other affiliate of the Bank) , or (ii) if such termination, replacement or reduction is a result of additional amounts becoming due pursuant to Section 2.14 of the Reimbursement Agreement. All payments from the Commission to the Bank referred to in this paragraph (d) shall be made with immediately available funds.
(e) Reduction Fee. If the Letter of Credit is permanently reduced bel ow the Original Stated Amount to an amount greater than zero prior to September 5, 2025, the Commission shall pay to the Bank, upon such reduction, a reduction fee in an amount equal to the product of (i ) the -4-
Facility Fee Rate in effect as of the date of s uch reduction, (ii) the difference between the Stated Amount prior to such reduction (without taking into account any Unpaid Drawing) and the Stated Amount after such reduction (without taking into account any Unpaid Drawing) , and (iii ) a fraction, the numerator of which is equal to the number of days from and including the date of such reduction to and including September 5, 2025, and the denominator of which is 365, and shall also pay to the Bank, upon such reduction, all other fees, expenses and other obligations payable hereunder, including, without limitation, all principal and accrued interest owing on the Bank Note; provided, however, that the Commission shall not be required to pay any reduction fee to the Bank (i) if such reduction is a result of any of the short -term credit ratings of the Bank being downgraded by Moody’s to “P2” or below or by S&P to “A -2” or below, respectively (provided, that for the avoidance of doubt, the ratings referenced in this clause (i) shall mean those ratings assigned to Sumitomo Mitsui Banking Corporation, acting through its New York Branch and not ratings assigned to Sumitomo Mitsui Banking Corporation, acting through its New York Branch’s parent or holding company or any other affiliate of the Bank) , or (ii) if such reduction is a result of additional amounts becoming due pursuant to Section 2.14 of the Reimbursement Agreement.

All payments from the Commission to the Bank referred to in this paragraph (e) shall be made with immediately available funds.
(f) Expenses. Upon receipt of a written invoice by mail, the Commission will promptly pay (i ) the reasonable fees and expenses of counsel (both foreign and domestic) to the Bank incurred in connection with the preparation, execution and delivery, and administration of the Reimbursement Agreement, the Letter of Credit, this Fee Agreement and the other Basic Documents, (ii) the reasonable out-of-pocket expenses of the Bank incurred in connection with the preparation, execution and delivery, and administration of the Reimbursement Agreement, the Letter of Credit, this Fee Agreement and the other Basic Documents, (iii) the fees and disbursements of counsel (both foreign and domestic) to the Bank with respect to advising the Bank as to the rights and responsibilities under the Reimbursement Agreement after the occurrence of an Event of Default, and (iv) all costs and expenses, if any, in connection with the administration and enforcement of the Reimbursement Agreement and any other documents which may be delivered in connection therewith, including in each case the fees and disbursements of counsel (both foreign and domestic) to the Bank. In addition, and notwithstanding the foregoing, the Commission agrees to pay, after the occurrence of an Event of Default, all cos ts and expenses (including attorneys’ fees and costs of settlement) incurred by the Bank in enforcing any obligations or in collecting any payments due from the Commission hereunder by reason of such Event of Default or in connection with any refinancing or restructuring of the credit arrangements provided under the Reimbursement Agreement in the nature of a “workout” or of any insolvency or bankruptcy proceedings. The obligations of the Commission under this paragraph (f) shall survive the termination of the Reimbursement Agreement. -5-
(g) Payment Account. “Payment Account” shall mean the following account of the Bank (or at such other place as the Bank may specify by written notice to the Commission and the Trustee):

Sumitomo Mitsui Banking Corp., New York
ABA Number: 0260-0967-4
Account Name: SMBC Loan Operations New York
Account Number: 423001
Re: San Francisco Public Utilities Commission, LG/MIS/NY-107503 Contact: (212) 224-4310
(h) Notices. All notices and other communications to the Bank provided for under the Reimbursement Agreement shall be in writing (including required copies) and sent by receipted hand delivery (including Federal Express or other receipted courier service), telecopy, facsimile transmission, or regular mail, to the following addresses (or to such other address(es) of which the Bank shall notify the parties to the Reimbursement Agreement):

if to the Bank with respect to
draws under the Letter of
Credit, to:

Sumitomo Mitsui Banking Corporation,
New York Branch
277 Park Avenue, 6th Floor
New York, New York 10172
Attention: Trade Credit Services Department
Telephone: (212) 224-4310
Facsimile: (212) 224- 4566
Email: [email protected]

if to the Bank with respect to
administrative matters, to:

Sumitomo Mitsui Banking Corporation,
New York Branch
277 Park Avenue, 4th Floor
New York, New York 10172
Attention: General Manager - Public and
Infrastructure Finance Group
Telephone: (212) 224- 4859
Facsimile: (212) 224-5227
Email: [email protected]

With a copy to:

Sumitomo Mitsui Banking Corporation,
New York Branch
277 Park Avenue, 6th Floor
New York, New York 10172
Attention: Trade Credit Services Department
Telephone: (212) 224-4310
Facsimile: (212) 224-4566
-6-
Email: [email protected]
(i) No amendment or waiver of any provision of this Fee Agreement, or consent to any departure by the Commission therefrom, shall in any event be effective unless the same shall be in writing and signed by the Bank and an Authorized Representative of the Commission, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Neither any failure nor any delay on the part of the Bank in exercising any right, power or privilege hereunder, nor any course of dealing with respect to any of the same, shall operate as a waiver thereof, preclude any other or further exercise thereof nor shall a single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power, or privilege. The remedies herein provided are cumulative, and not exclusive of any remedies provided by law. To the extent of any conflict between this Fee Agreement, the Reimbursement Agreement, the Letter of Credit, and any other Basic Documents, with respect to the subject matter hereof, this Fee Agreement shall control solely as between the Commission and the Bank.
(j) Any provision of this Fee Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction, and all other remaining provisions hereof will be construed to render them enforceable to the fullest extent permitted by law. The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
(k) T

HIS FEE AGREEMENT SHALL BE GOVERNED BY , AND CONSTRUED IN ACCORDANCE

WITH, THE LAWS OF THE STATE OF CALIFORNIA WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PROVISIONS; PROVIDED THAT THE BANK’S OBLIGATIONS HEREUNDER SHALL BE GOVERNED BY, AND

CONSTRUED IN ACCORDANCE WITH , THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PROVISIONS . THIS FEE AGREEMENT SHALL BE SUBJECT TO SECTION 7.14 OF THE REIMBURSEMENT AGREEMENT.
(l) This Fee Agreement may be executed in two or more counterparts, each of which shall constitute an original, but when taken together shall constitute but one agreement and any of the parties hereto may execute this Fee Agreement by signing any such counterpart. This Fee Agreement may be delivered by the exchange of signed signature pages by facsimile transmission or by attaching a pdf copy or other replicating image to an email, and any printed or copied version of any signature page so delivered shall have the same force and effect as an originally signed version of such signature page.
(m) This Fee Agreement represents the final agreement between the parties hereto with respect to the subject matter hereof and may not be contradicted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties hereto as to such subject matter. -7-
(n) This Fee Agreement and the Reimbursement Agreement shall be construed as one agreement between the Commission and the Bank and shall be governed by the provisions of the Reimbursement Agreement.
(o) Unless required by law, the Commission shall not deliver or permit, authorize or consent to the delivery of this Fee Agreement to any Person for delivery to the Municipal Securities Rulemaking Board unless the Bank provides its prior written consent. (p) This Fee Agreement amends and restates in its entirety the Existing Fee Agreement but is not intended to be or operate as a novation or an accord and satisfaction of the Existing Fee Agreement or the indebtedness, obligations and liabilities of the Commiss ion evidenced or provided for thereunder. The parties hereto agree that this Fee Agreement does not extinguish or discharge the obligations of the Commission under the Existing Fee Agreement. Reference to this specific Fee Agreement need not be made in a ny agreement, document, instrument, letter or certificate, the Existing Fee Agreement itself or any communication issued or made pursuant to or with respect to the Existing Fee Agreement, any reference to the Existing Fee Agreement being sufficient to refe r to the Existing Fee Agreement as amended and restated hereby, and more specifically, any and all references to the Fee Agreement in the Agreement or any related instrument or document shall mean this Fee Agreement.
[The remainder of this page intentionally left blank]

Signature Page to Amended and Restated Fee Agreement
IN WITNESS WHEREOF, the parties hereto have caused this Fee Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written.

PUBLIC UTILITIES COMMISSION OF THE CITY AND

COUNTY OF SAN FRANCISCO

By: ___________________________________
Name: [Nikolai J. Sklaroff][Dennis J.

Herrera]
Title: [Capital Finance Director]
[General Manager]

A
PPROVED AS TO FORM:

DAVID CHIU, City Attorney of the
City and County of San Francisco

By: _________________________________
Name: Katherine Thursby Ortega
Title: Deputy City Attorney

A
CKNOWLEDGED:

ANNA VAN DEGNA, Director of Public Finance
of the City and County of San Francisco

By: _________________________________
Name: ___________________________
Title: ____________________________

Signature Page to Amended and Restated Fee Agreement

SUMITOMO MITSUI BANKING CORPORATION,
acting through its New York Branch
By: ____________________________________
Name: ______________________________
Title: _______________________________

4892-7053-6343.4

OFFERING MEMORANDUM
DATED MARCH 5, 2024
Ratings: See “RATINGS” herein

$675,000,000
Public Utilities Commission
of the City and County of San Francisco
Commercial Paper Notes
(Wastewater Series, Proposition E)
$150,000,000
Series A-1 (Tax Exempt)
Supported by a letter of credit issued by Sumitomo Mitsui Banking Corporation, acting through its New York Branch
$150,000,000
Series A-2 (Tax Exempt)
Supported by a letter of credit issued by Bank of America, N.A $75,000,000
Series A-4 (Tax Exempt)
Supported by a revolving credit and term loan agreement with TD Bank, N.A.
$200,000,000
Series A-6
Tax-Exempt Subseries A-6
Taxable Subseries A-6-T
Supported by a revolving credit and term loan agreement with State Street Bank and Trust Company
$100,000,000
Series A-7 (Tax Exempt)
Supported by a letter of credit issued by Sumitomo Mitsui Banking Corporation,
acting through its New York Branch
This Offering Memorandum describes five series (each, a “Series”) of Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Wastewater Series, Proposition E) (collectively, the “Commercial Paper Notes”) offered hereby. The Commercial Paper Notes are payable from and secured by a pledge of Available Wastewater Enterprise Revenues (as defined herein ). The Commercial Paper Notes are special obligations of the Public Utilities Commission of the City and County of San Francisco (the “Commission”) and are payable on a subordinated basis to the Commission’s outstanding Wastewater Revenue Bonds (which include, Wastewater Revenue Notes) , SRF Loans, WIFIA Loan s and Subordinated Wastewater Bonds . See “THE COMMISSION AND THE WASTE WATER ENTERPRISE —Senior and Parity Indebtedness” herein for additional information on obligations payable senior to and on parity with the Commercial Paper Notes.

The payment of each Series of Commercial Paper Notes will be additionally supported by a letter of credit or dedicated liquidity facility provided by a banking institution (each, a “Bank”) as specified above and as further described herein and in Appendix A – “SUMMARIES OF BANK FACILITIES” and Appendix B – “THE BANKS” herein.

Timely payment of the Commercial Paper Notes is dependent upon the availability of the funds under the applicable Letter of Credit (as defined herein) or the applicable Liquidity Facility (as defined herein). If for any reason a Bank fails to honor its respective Letter of Credit or Liquidity Facility, the Commission makes no representation, and no assurance can be given, that the Commission would have sufficient funds on hand and available to make the corresponding payment of principal and interest on the applicable Commercial Paper Notes. As a result, prospective investors of a Series of Commercial Paper Notes supported by the applicable Letter of Credit should base their investment decisions, insofar as it relates to the creditworthiness of such Series of Commercial Paper Notes, solely on the credit of the applicable Bank, rather than the Commission. Prospective investors of a Series of Commercial Paper Notes supported by the applicable Liquidity Facility should base their investment decisions, insofar as it relates to the creditworthiness of a Series of Commercial Paper Notes supported by the applicable Liquidity Facility, primarily on the credit of the applicable Bank . See Appendix A – “SUMMARIES OF BANK FACILITIES” herein.

THE GENERAL FUND OF THE CITY AND COUNTY OF SAN FRANCISCO IS NOT LIABLE, AND THE CREDIT OR THE TAXING

POWER OF THE CITY AND COUNTY OF SAN FRANCISCO IS NOT PLEDGED, FOR THE PAYMENT OF THE COMMERCIAL PAPER NOTES OR THE INTEREST THEREON.

The Commercial Paper Notes have not been registered under the Securities Act of 1933, as amended (the “Act”), in reliance upon an exemption from registration contained in the Act.

DEALERS FOR ALL SERIES:

RBC Capital Markets US Bancorp Morgan Stanley

TABLE OF CONTENTS

Page

i
4892-7053-6343.4
INTRODUCTION ....................................................................................................................................... 1 THE COMMISSION AND THE WASTEWATER ENTERPRISE ........................................................... 3 The Commission ............................................................................................................................. 3 The Wastewater Enterprise ............................................................................................................. 3 Senior and Parity Indebtedness ....................................................................................................... 5 Investment Policy ........................................................................................................................... 7 Wastewater Enterprise Financial and Operating Data .................................................................... 7 THE COMMERCIAL PAPER NOTES ...................................................................................................... 7 Authorization and Certain Terms of the Commercial Paper Notes ................................................ 7 Security for the Commercial Paper Notes....................................................................................... 8 Description of the Bank Facilities ................................................................................................... 8 Pledge of Available Wastewater Enterprise Revenues ................................................................. 10 RATINGS .................................................................................................................................................. 11 ABSENCE OF LITIGATION ................................................................................................................... 12 THE DEALERS ......................................................................................................................................... 12 TAX MATTERS ........................................................................................................................................ 13 Tax-Exempt Notes ........................................................................................................................ 13 Information Reporting and Backup Withholding ......................................................................... 14 State Tax Exemption ..................................................................................................................... 14 Taxable Notes ............................................................................................................................... 14 Future Developments .................................................................................................................... 14 LEGAL MATTERS ................................................................................................................................... 14 ADDITIONAL INFORMATION .............................................................................................................. 15

APPENDIX A SUMMARIES OF BANK FACILITIES

APPENDIX B THE BANKS

APPENDIX C BOOK-ENTRY SYSTEM FOR COMMERCIAL PAPER NOTES APPENDIX D COPY OF JUNE 2022 OPINION OF BOND COUNSEL
APPENDIX E FORM OF SUPPLEMENT TO JUNE 2022 OPINION OF BOND COUNSEL

APPENDIX F WASTEWATER ENTERPRISE FINANCIAL STATEMENTS

4892-7053-6343.4
[To be updated by NRF] Norton Rose Fulbright US LLP, San Francisco, California, Bond Counsel, previously delivered its opinion (the “June 2022 Opinion”) that under existing statutes, regulations, rulings and judicial decisions and assuming compliance with certain covenants set forth in the documents pertaining to the Tax-Exempt Notes and requirements of the Internal Revenue Code of 1986, as amended, as described therein, interest on the Tax- Exempt Notes would not be includable in the gross income of the owners of the Tax-Exempt Notes for federal income tax purposes. In the June 2022 Opinion, Bond Counsel also opined that, interest on the Tax -Exempt Notes would not be treated as an item of tax preference for purposes of the federal alternative minimum tax. The June 2022 Opinion further stated that, under existing law, interest on the Commercial Paper Notes would be exempt from personal income taxes imposed by the State of California. See “TAX MATTERS” herein.

OFFERING MEMORANDUM
$675,000,000
Public Utilities Commission
of the City and County of San Francisco
Commercial Paper Notes
(Wastewater Series, Proposition E)
$150,000,000
Series A-1 (Tax Exempt)
Supported by a letter of credit issued by Sumitomo
Mitsui Banking Corporation, acting through its New
York Branch
$150,000,000
Series A-2 (Tax Exempt)
Supported by a letter of credit issued by Bank of
America, N.A
$75,000,000
Series A-4 (Tax Exempt)
Supported by a revolving credit and term loan agreement with TD Bank, N.A.
$200,000,000
Series A-6
Tax-Exempt Subseries A-6
Taxable Subseries A-6-T
Supported by a revolving credit and term loan
agreement
with State Street Bank and Trust Company
$100,000,000
Series A-7 (Tax Exempt)
Supported by a letter of credit issued by Sumitomo
Mitsui Banking Corporation, acting through its New
York Branch

INTRODUCTION
The purpose of this Offering Memorandum is to provide certain general information in connection with the issuance and sale from time to time by the Public Utilities Commission of the City and County of San Francisco (the “Commission”) of five series (each, a “Series”) of Commercial Paper Notes (Wastewater Series, Proposition E) for its Wastewater Enterprise (collectively, the “Commercial Paper Notes”) . The Commercial Paper Notes are payable from and secured by a pledge of Available Wastewater Enterprise Revenues (as defined herein). The payment of each Series of Commercial Paper Notes will be additionally supported by a letter of credit or dedicated liquidity facility (each, a “Bank Facility”) provided by a banking institution (each, a “Bank”) as described below under the caption the “ THE COMMERCIAL PAPER

2 4892-7053-6343.4
NOTES – Description of the Bank Facilities” and as further described in Appendix A – “SUMMARIES OF BANK FACILITIES” and Appendix B – “THE BANKS” herein.

The Commercial Paper Notes consist of the following Series *: (i) Series A -1 (Tax-Exempt) (the “Series A-1 Notes”), (ii) Series A-2 (Tax Exempt) (the “Series A-2 Notes”), (iii) Series A-4 (Tax Exempt) (the “Series A-4 Notes”), (iv) Series A-6 (the “Series A-6 Notes”), consisting of Tax-Exempt Subseries A- 6 (the “Subseries A-6 Notes”) and Taxable Subseries A-6-T (the “Subseries A-6-T Notes”) and (v) Series A-7 (Tax Exempt) (the “Series A -7 Notes”). The Subseries A-6-T Notes are referred to herein as the “Taxable Notes.” The Commercial Paper Notes, excluding the Taxable Notes, are referred to herein collectively as the “Tax-Exempt Notes.”
Capitalized terms used herein and not defined shall have the respective meanings given such terms in the Indenture, dated as of January 1, 2003 (as amended by the First Amendment to Indenture, dated as of May 1, 2010, the Fifth Supplemental Indenture dated as of September 14, 2017, and the Sixth Supplemental Indenture dated as of August 1, 2018, and as supplemented by the First Supplemental Indenture, dated as of May 1, 2010, the Second Supplemental Indenture, dated as of January 1, 2013, the Third Supplemental Indenture, dated as of February 1, 2013, the Fourth Supplemental Indenture dated as of May 1, 2016, the Seventh Supplemental Indenture dated as of August 1, 2018, the Eighth Supplemental Indenture dated as of August 1, 2018, the Ninth Supplemental Indenture dated as of July 27, 2018, the Tenth Supplemental Indenture, dated as of June 12, 2020, the Eleventh Supplemental Indenture, dated as of June 12, 2020, the Twelfth Supplemental Indenture, dated as of November 1, 2021, the Thirteenth Supplemental Indenture, dated as of November 1, 2021, the Fourteenth Supplemental Indenture, dated as of July 1, 2022, the Fifteenth Supplemental Indenture, dated as of April 1, 2023, and the Sixteenth Supplemental Indenture, dated as of April 26, 2023, and as the same may be subsequently supplemented, amended and modified from time to time (collectively, the “Wastewater Bonds Indenture”), between the Commission and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) , as trustee thereunder, providing for the issuance from time to tim e of the Commission’s Wastewater Revenue Bonds (which include Wastewater Revenue Notes), designated as the “Wastewater Revenue Bonds” and “Wastewater Revenue Notes”, as applicable, and other obligations as provided therein, as the same may be supplemented, amended and modified from time to time. The Commercial Paper Notes are payable on a subordinated basis to the Wastewater Revenue Bonds (which include, Wastewater Revenue Notes).

The Commercial Paper Notes are issued pursuant to the Charter of the City (the “Charter”), Proposition E, adopted by the voters of the City in November 2002, and various ordinances and resolutions of the City and the Commission.

The Commission may issue and have outstanding at any one time an aggregate principal amount of $675,000,000 of Commercial Paper Notes, provided that the aggregate principal amount of any Series may not exceed the principal amount set forth on the cover of this Offering Memorandum.

* The Commercial Paper Notes previously included a Series A -3 (Tax Exempt) (the “Series A -3 Notes”). The Series A-3 Notes were terminated on July 10, 2017, and have since been replaced by the Revolving Obligations available under the U.S. Bank Revolving Credit Agreement, as described below in “THE COMMISSION AND THE WASTEWATER ENTERPRISE—Senior and Parity Indebtedness.” The Commercial Paper Notes previously included a Series A-5 (the “Series A-5 Notes”), consisting of Tax-Exempt Subseries A-5 (the “Subseries A-5 Notes”) and Taxable Subseries A-5-T (the “Subseries A-5-T Notes”). The Series A-5 Notes were terminated on October 14, 2019. In connection with such termination, the Commission approved an increase in the commitment amount under the State Street A -6 Liquidity Facility (as defined herein), from $100,000,000 to $200,000,000, to maintain and support the Commission’s commercial paper program. Such increase became effective on October 15, 2019.

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The general fund of the City and County of San Francisco (the “City”) is not liable, and neither the credit nor the taxing power of the City is pledged for the payment of the Commercial Paper Notes or the interest thereon.

The information in this Offering Memorandum has been obtained from the Commission, the Banks (as define d herein) and other sources believed to be reliable. The references herein to the Issuance Authorizations, the Issuing and Paying Agent Agreements and the Bank Facilities (all as hereinafter defined) do not purport to be complete or definitive, do not constitute summaries thereof, and are qualified in their entirety by reference to the provisions thereof. The information and expressions of opinion in this Offering Memorandum are subject to change without notice after the date hereof and future use of t his Offering Memorandum shall not otherwise create any implication that there has been no change in the matters referred to in this Offering Memorandum since the date hereof. The information contained herein will not typically be distributed or updated upon each new sale of Commercial Paper Notes, although the information will be distributed from time to time.

The Commercial Paper Notes are exempt from registration under Section 3(a)(2) of the Securities Act of 1933, as amended.

THE COMMISSION AND THE WASTEWATER ENTERPRISE
The Commission
The Commission, which consists of five members appointed by the Mayor of the City (the “Mayor”), is a department of the City responsible for the maintenance, operation and development of the Water Enterprise, the Wastewater Enterprise and the Hetch Hetchy Water and Power Enterprise (the “Power Enterprise”). The Water Enterprise provides retail drinking water to the City and wholesale water to customers in three other Bay Area counties. The Wastewater Enterprise, formerly known as the Clean Water Enterprise, consists of a sanitary waste and storm water collection, treatment and disposal system for the City. The Power Enterprise consists of water supply facilities and a hydroelectric generating system, and provides power to City agencies, the Modesto Irrigation District, the Turlock Irrigation District and certain other customers. Each of the Commission’s enterprises is operated and managed as a separate financial entity and separate enterprise funds are maintained for each enterprise. No revenues from either the Water Enterprise or the Power Enterprise have been pledged for payment of the Wastewater Enterprise Commercial Paper Notes and no such revenues shall be available for the repayment thereof.

The Commission operates and maintains dams and reservoirs, power generation and transmission facilities, water transmission facilities, water and wastewater treatment plants, water distribution facilities, wastewater collection facilities and power distribution facilities. The Commission’s facilities extend from the Hetch Hetchy watershed in the Sierra Nevada, across the Central Valley, over and around the southern end of San Francisco Bay and north along the San Francisco Peninsula to the City.

The Wastewater Enterprise
[SFPUC to review and update as needed]
The Wastewater Enterprise operates a combined sewer system that serves residential, commercial and industrial users, making up a “daytime population equivalent” of approximately 942,000 with sanitary waste/stormwater collection, treatment and disposal services as of January 1, 2023 [update to most recent data available upon release of ACFR]. The combined sewer system consists of three water pollution control plants, 1,131 miles of underground pipes and effluent outfalls to the San Francisco Bay and Pacific Ocean.

The combined sewer system reduces pollution in the San Francisco Bay and Pacific Ocean by treating urban

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runoff that would otherwise flow to the Bay and Ocean. The Wastewater Enterprise treats and discharges an average of approximately 76.2 million gallons per day [update] of treated wastewater during dry weather (between calendar years 2019 to 2023) [does 2023 data change the average?], with additional facilities and increased operations, the Wastewater Enterprise can treat approximately 575 million gallons of combined flow per day during wet weather. Heavy storms at the end of calendar year 2022 and beginning of calendar year 2023 resulted in combined flows of sewage and stormwater that exceeded the Wastewater Enterprise’s maximum capacity and caused flooding in some areas of San Francisco [what about for calendar year 2023 as a whole?]. Such storms did not have a significant impact on the operation of the Wastewater System, but did cause some damage, including damage to motor and sludge pumps at the Southeast Treatment Plant, pumps and equipment at the North Shore Pump Station, and compressors, bubbler and variable frequency drives at the Westside Pump Station, and created sinkholes at various locations throughout San Francisco [any updates to report?] . The final costs of repair are not known presently. [confirm] Although such rainstorms and flooding have not caused any significant dam age to the Wastewater Enterprise’s facilities or resulted in any significant liability to the Commission, there can be no assurance that future rainstorms and flooding will not adversely impact the Wastewater Enterprise.

San Francisco’s combined sewer system has served the City for more than 100 years with the bulk of the investment occurring 10 to 50 years ago. Since then, and typical for the industry, the system has operated well but aging infrastructure, outdated equipment/technology, new developments and deferred maintenance due to funding constraints, highlight the need for major capital improvements throughout the collection and treatment systems. In response, a Sewer System Improvement Program (“SSIP”), which is a compilation of capital improvement projects, has been developed and will be implemented over approximately the next 20 years. The SSIP has a scope, budget and schedule based on the Commission’s endorsed levels of service. In 2012, the Commission authorized Commission staff to move forward with planning and development of a proposed Phase 1 set of SSIP projects, representing $2.7 billion of the total estimated cost of approximately $6.9 billion. On March 22, 2016, the Commission approved the “March 2016 SSIP Baseline Scope, Budget, and Schedule .” The overall SSIP budget remained at approximately $6.9 billion, however, the budget for SSIP Phase 1 increased from $2.7 billion to $2.910 billion. On April 24, 2018 the Commission approved revisions to the 2016 SSIP Baseline Scope, Schedule and Budget for Phase 1 projects as the “2018 Revised Baseline Scope, Schedule and Budget for the SSIP Phase 1 Projects” (the “2018 SSIP Baseline”). The budget for Phase 1 of SSIP increased from $2.910 billion to $2.979 billion. Four projects were also initiated in 2018 from later phases of SSIP with a baseline budget of $430 million (the “Other SSIP Projects”). On December 22, 2020 the Commission approved revisions to the 2018 SSIP Baseline Scope, Schedule and Budget for SSIP projects as the “2020 Revised Baseline Scope, Schedule and Budget for the SSIP” (“2020 SSIP Baseline”). Pursuant to the 2020 SSIP Baseline, (i) the budget for Phase 1 of SSIP increased from $2.979 billion to $3.655 billion, (ii) the budget for the four original Other SSIP Proj ects increased from $430 million to $513 million and 31 other projects originally identified for later phases of the SSIP totaling of $684 million were initiated as part of the category of Other SSIP Projects, increasing the budget for Other SSIP Projects to $1.197 billion, totaling $4.853 in total SSIP Projects initiated.

Pursuant to the 2020 SSIP Baseline described above, the Commission is in the process of revising the original three-phase implementation approach over a 20-year period to implementing Phase 1 projects and initiating projects originally identified for the Phase 2 and Phase 3 of the SSIP as part of its rolling 10- year capital plan. New SSIP projects are now expected to be initiated based on priority and schedule through the Commission’s budget process. In February 2024, the Commission adopted the capital plan for Fiscal Year 2024-25, which included a further updated total budget program for SSIP. SSIP costs under the 10-year capital plan for Fiscal Years 202 4-25 to 2033-34 (the “Ten-Year Plan”), are projected to be approximately $4.000 billion, with total SSIP costs (which include, amounts for projects to be initiated after the Ten-Year Plan period) projected to be $10.706 billion.

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The expected completion date for projects under Phase 1 of the SSIP is April 2036, and the expected completion date for the other remaining SSIP projects is currently March 2041. However, the final program completion date for other SSIP projects is expected to change as additional SSIP projects are initiated based on priority and schedule as part of the SFPUC’s rolling 10 -year capital plan. As of September 30, 2023 [update for as of March 1], approximately 64.8% of Phase 1 projects and approximately 7.0% of the other SSIP Projects had been completed. Proceeds of the Commercial Paper Notes will be used to finance or refinance costs of the Wastewater Enterprise’s capital program, including the SSIP.

Senior and Parity Indebtedness
[To be updated] As of March 1, 2024, the Wastewater Enterprise had approximately $2.75 billion in outstanding aggregate principal amount of Wastewater Revenue Bonds (which include, Wastewater Revenue Notes); seven State Revolving Fund loans (“SRF Loans”) entered into with the State Water Resources Control Board in the aggregate principal amount of $400,511,103; and three loans entered into with the United States Environmental Protection Agency (the “EPA”) pursuant to the federal 2014 Water Infrastructure Finance and Innovation Act (“WIFIA Loans”). The first of such WIFIA Loans was originally dated July 27, 2018 in the amount of $699,242,023 and was subsequently re-executed on June 12, 2020 (to capture lower borrowing costs), and will fund approximately 49% of the costs of the Biosoli ds Digester Facilities Project (“BDFP”). The second of such WIFIA Loans was executed June 12, 2020 in the amount of $513,861,981 and will fund approximately 49% of the costs of the Southeast Treatment Plant New Headworks Project (“Headworks Project”) and increased scope of the BDFP. The last of such WIFIA Loans was entered into by the Commission pursuant to a WIFIA Master Agreement, dated as of April 26, 2023 (“WIFIA Master Agreement”), between the Commission and EPA . Pursuant to the WIFIA Master Agreement, the Commission may request up to five loans and the aggregate maximum principal amount of all such loans shall not at any time exceed $791,337,456, to partially finance certain capital improvement projects. The first of such loans under the WIFIA Master Agreement was executed on April 26, 2023 in the amount of $369,335,021 and will fund approximately 49% of the costs of certain capital improvement projects. The SRF Loans and the WIFIA Loans are authorized on parity with the senior lien Wastewater Revenue Bonds (which include, Wastewater Revenue Notes). The SRF loan program moneys are disbursed on a cost -incurred basis pursuant to disbursement requests submitted by the Commission. Furthermore, SRF loans amortize over a 30 -year term commencing one year following completion of the respective project. As of March 1, 2024, SRF Loan disbursements in the amounts of $[338.2] million and $ [336.6] million, had been requested and received, respectively, by the Commission. As of March 1, 2024, WIFIA Loan disbursements under the first and second WIFIA Loans (relating to the BDFP and the Headworks Project only) in the principal amount of $[562.3] million and $[352.6] million, had been requested and received, respectively, by the Commission. The Wastewater Revenue Bonds (which include, Wastewater Revenue Notes) and the WIFIA Loans have unenhanced ratings of Aa2 by Moody’s Investors Service and AA by S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, as of March 1, 2024.

Aside from the SRF Loans set forth above, the Commission has also applied for two additional SRF loans that it anticipates will close in fiscal year 2024 -25 and currently [expects] to issue additional Wastewater Revenue Bonds [is so, add detail] and enter an additional WIFIA loan under its master agreement with the USEPA in fiscal year 2024-25.

Except as otherwise described herein, as of the date of this Offering Memorandum, for fiscal year 2024-25, the Commission does not currently expect to issue or enter into additional obligations payable senior to the Commercial Paper Notes.

As of the date of this Offering Memorandum , the Commission had $100.1 million Commercial Paper Notes outstanding. The Commercial Paper Notes are secured on a subordinate basis to the

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Wastewater Revenue Bonds (which include, the Wastewater Revenue Notes), the SRF Loans, the WIFIA Loans and the Subordinated Wastewater Bonds.

The Commission has reserved the right to authorize and issue obligations or securities of the Commission secured in whole or in part by a lien on Wastewater Enterprise Revenues (as defined herein) subordinate (the “Subordinated Wastewater Bonds”) to the senior lien of the Wastewater Bonds Indenture (including, other obligations on parity with the lien of the Wastewater Bonds Indenture), but that would have a lien senior to the lien of the Commercial Paper Notes. As of the date of this Offering Memorandum, the Commission did not have any outstanding Subordinated Wastewater Bonds. P ursuant to the terms of the TD Bank A-4 Liquidity Facility and the State Street A-6 Liquidity Facility, in the event the Commission issues Subordinated W astewater Bonds, and after the respective B anks have provided notice to the Commission and the Issuing and Paying Agent, the respective commitments under the TD Bank A- 4 Liquidity Facility and the State Street A-6 Liquidity Facility will be reduced to the principal amount of the Series A-4 Notes and Series A -6 Notes, respectively, then outstanding. U pon the maturity date of such Series A-4 Notes and Series A-6 Notes, such commitments will be permanently reduced further and upon the final maturity of such Series A-4 Notes and Series A-6 Notes, the commitments under the TD Bank A- 4 Liquidity Facility and the State Street A-6 Liquidity Facility, respectively, will be terminated. Following receipt of such notice, the Commission will not issue any additional Series A-4 Notes or Series A-6 Notes while the TD Bank A-4 Liquidity Facility or the State Street A -6 Liquidity Facility, respectively, are in effect.

The Commercial Paper Notes previously included a Series A -3 (Tax Exempt) in the aggregate principal amount not to exceed $75,000,000 (the “Series A -3 Notes”) . The Series A -3 Notes were terminated on July 10, 2017. Following such termination, the Commission entered into a Revolving Credit Agreement, dated as of July 25, 2017, as amended by the First Amendment to Revolving Credit Agreement, dated as of July 1, 2020, and as amended by the Second Amendment to Revolving Credit Agreement, dated as of January 12, 2021 (collectively, th e “Revolving Credit Agreement”), with U.S. Bank National Association (“U.S. Bank”), designated as Series R -1, pursuant to which the Commission is permitted to borrow from U.S. Bank up to $75,000,000 prior to July 18, 2024. Repayment obligations under the Revolving Credit Agreement are payable on parity with the Commercial Paper Notes. Under the Revolving Credit Agreement, upon a failure by the Commission to perform or observe its covenants, a default in other specified indebtedness of the Commission, or other specified events of default, U.S. Bank could terminate its commitment and declare all amounts then outstanding to be immediately due and payable.

The Commercial Paper Notes previously included a Series A-5 (the “Series A-5 Notes”), consisting of Tax-Exempt Subseries A-5 (the “Subseries A -5 Notes”) and Taxable Subseries A -5-T (the “Subseries A-5-T Notes”). The Series A -5 Notes were terminated on October 14, 2019. In connection with such termination, the Commission approved an increase in the commitment amount under the State Street A -6 Liquidity Facility (as defined herein) with State Street (as defined herein) to maintain and support the Commission’s commercial paper program. Such increase in the commitment amount of the State Street A- 6 Liquidity Facility became effective on October 15, 2019.

Subject to the rate covenant and additional bonds test discussed under the caption “THE COMMERCIAL PAPER NOTES—Pledge of Available Wastewater Enterprise Revenues,” there is no limitation in the Charter, the Issuance Authorizations or the Issuing and Paying Agent Agreements (defined below) on the Commission issuing indebtedness senior to the Commercial Paper Notes. The Commission can, with majority voter approval or a two- thirds vote of the Board, authorize additional Wastewater Revenue Bonds (which include, Wastewater Revenue Notes) and Subordinated Wastewater Revenue Bonds the payment of which will be prior to the payment of the Commercial Paper Notes. The Commission can also authorize entering into additional parity state and federal loan s such as SRF loans and WIFIA Loans with the United States Environmental Protection Agency (USEPA). The Commission also can authorize

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additional indebtedness on a parity with the Commercial Paper Notes without notice to, or consent of, any holder of the Commercial Paper Notes.

See Appendix A – “SUMMARIES OF BANK FACILITIES.”
Investment Policy
The Commission’s funds are invested through the City’s office of the Treasurer pursuant to the City’s investment policy. The investment policy of the City is reviewed annually and is subject to change.

A copy of the City’s Annual Statement of Investment Policy can be found at https:// sftreasurer.org/banking- investments/investments. The information on such website is not incorporated herein by reference.

Wastewater Enterprise Financial and Operating Data
The financial statements of the Wastewater Enterprise for the Fiscal Year ended June 30, 2023, are attached to this Offering Memorandum as APPENDIX F. Additionally, pursuant to continuing disclosure undertakings of the Commission in connection with certain outstanding Wastewater Revenue Bonds (which include, Wastewater Revenue Notes) , the Commission is obligated to file with the Municipal Securities Rulemaking Board (“MSRB”) through the Electronic Municipal Market Access (“EMMA”) website certain financial information and operating data not later than nine months after the end of its fiscal year (presently June 30), and to provide notices of the occurrence of certain listed events under securities laws. The Commission may provide supplemental information in its annual continuing disclosure report f ilings, and may from time to time provide voluntary notices, in its sole discretion, to provide information that may be material to investors. Additionally, the Commission provided COVID -19 information in its official statement prepared in connection with the issuance of the 2023ABC Bonds, dated April 5, 2023 (the “Series 2023ABC Official Statement”) and the effects that COVID -19 has had on the Commission and the Wastewater Enterprise as the date of the Series 2023ABC Official Statement [more updated disclosure?].

The Commission may provide supplemental information in its annual continuing disclosure report filings and may from time to time provide voluntary notices, in its sole discretion, to investors. See “ADDITIONAL INFORMATION.”

THE COMMERCIAL PAPER NOTES
Authorization and Certain Terms of the Commercial Paper Notes The Commission’s commercial paper program for its Wastewater Enterprise, including the Commercial Paper Notes described in this Offering Memorandum, are authorized to be issued pursuant to the Charter; Article V of Chapter 43 the San Francisco Administrative Code, enacted by Ordinance No . 203-98 (the “Procedural Ordinance”), adopted on June 8, 1998 by the Board and signed by the Mayor on June 19, 1998, as amended by Ordinance 270-06 adopted on October 24, 2006 by the Board and signed by the Mayor on October 31, 2006, to establish a procedure for the Commission to issue short -term indebtedness, and various other ordinances and resolutions of the Board and resolutions of the Commission (collectively with the Procedural Ordinance, the “Issuance Authorizations”). As of the date of this Offering Memorandum, the Board and the Commission have authorized commercial paper and short-term indebtedness authorization in an aggregate principal amount not to exceed $750,000,000. Pursuant to such Issuance Authorizations, in addition to the Commercial Paper Notes offered hereunder, the Commission has entered into a Revolving Credit Agreement with U.S. Bank, pursuant to which the bank has agreed to make certain advances to the Commission, from time to time, in an aggregate principal amount not to exceed $75,000,000 at any one time outstanding, and the Commission has delivered to such bank its revolving obligations tax- exempt note and its revolving obligations taxable note (the “Revolving Obligations”) evidencing the obligation of the Commission to repay to such bank the advances made under

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the Revolving Credit Agreement, which Revolving Obligations are on a parity with the Commercial Paper Notes. See also “THE COMMISSION AND THE WASTEWATER ENTERPRISE—Senior and Parity Indebtedness” above. The Revolving Obligations are not offered pursuant to this Offering Memorandum.

Only the Commercial Paper Notes, in the aggregate principal amount not to exceed $675,000,000, are offered pursuant to this Offering Memorandum.

Each Series of Commercial Paper Notes is issued pursuant to a separate Issuing and Paying Agent Agreement by and between the Commission and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as issuing and paying agent (the “Issuing and Paying Agent”). The Commercial Paper Notes are dated the date of their original issuance, issued in book- entry form only in denominations of $100,000, and in integral multiples of $1,000 in excess of $100,000, and bear interest at separately stated interest rates not to exceed 12% per annum.

The Commercial Paper Notes are fully registered notes registered in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company (“DTC”), New York, New York.

Beneficial ownership interests in the Commercial Paper Notes are available in book -entry form only, and purchasers of the Commercial Paper Notes will not receive certificates representing th eir interests in the Commercial Paper Notes purchased . While held in book- entry form, all payments of principal of and interest on the Commercial Paper Notes will be made by wire transfer to DTC or its nominee as the sole registered owner of the Commercial Paper Notes. Payments to the beneficial owners are the responsibility of DTC and its participants . See APPENDIX C – “BOOK-ENTRY SYSTEM FOR COMMERCIAL PAPER NOTES.”
Each Commercial Paper Note (i) will bear interest payable at maturity at an annual rate calculated on the basis of a year consisting of 365 days (or 360 days in the case of the Taxable Notes) and the actual number of days elapsed, and (ii) will mature not more than 270 days after its issuance date, but in no event later than the Business Day immediately preceding the Termination Date of the applicable Letter of Credit or Liquidity Facility.

Each Commercial Paper Note (i) will be sold at a price of not less than 100% of the principal amount thereof, and (ii) will mature on a Business Day. The Commercial Paper Notes will not be subject to redemption prior to maturity. Payments of principal of and interest on maturing Commercial Paper Notes will be made by the Issuing and Paying Agent directly to DTC.

Security for the Commercial Paper Notes
The Commercial Paper Notes will be payable solely from the proceeds of Commercial Paper Notes, Available Wastewater Enterprise Revenues or amounts drawn pursuant to the related Bank Facility, as provided in the Issuing and Paying Agent Agreements.

THE GENERAL FUND OF THE CITY AND COUNTY OF SAN FRANCISCO IS NOT

LIABLE, AND NEITHER THE CREDIT NOR THE TAXING POWER OF THE CITY AND COUNTY OF SAN FRANCISCO IS PLEDGED, FOR THE PAYMENT OF THE COMMERCIAL PAPER NOTES.

Description of the Bank Facilities
The payment of each Series of Commercial Paper Notes will be supported either by an irrevocable, direct pay letter of credit (each, a “Letter of Credit” and collectively, the “Letters of Credit”) pursuant to the terms of the related Reimbursement Agreement (each, a Reimbursement Agreement” and collectively, the “Reimbursement Agreements”) or by a dedicated liquidity facility, which includes a revolving credit and term loan agreement (each, a “Liquidity Facility” and together, the “Liquidity Facilities”) provided by

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a banking institution (each a “Bank”) as summarized below . A Letter of Credit or a Liquidity Facility is referred to herein as a “Bank Facility.”
Series
Aggregate
Principal Amount
Authorized Bank Facility Bank
Stated Expiration
Date/Commitment
Expiration Date
Series A-1 $150,000,000 Letter of Credit Sumitomo Mitsui Banking Corporation,
acting through its
New York Branch
March 2, 2029
Series A-2 $150,000,000 Letter of Credit Bank of America, N.A.

April 24, 2026
Series A-4 $75,000,000 Revolving Credit
and Term Loan
Agreement
TD Bank, N.A. July 6, 2027
Series A-6 $200,000,000 Revolving Credit
and Term Loan
Agreement
State Street Bank and
Trust Company
October 10, 2024
Series A-7 $100,000,000 Letter of Credit Sumitomo Mitsui Banking Corporation,
acting through its
New York Branch
May 31, 2027
Each Letter of Credit is sized to provide sufficient funds for the payment of principal and interest on the related Series of Commercial Paper Notes, whether at maturity or earlier acceleration upon an event of default. Each Letter of Credit is irrevocable.

Each Liquidity Facility is sized to provide sufficient funds for the payment of only pr incipal on the related Series of Commercial Paper Notes, whether at maturity or earlier acceleration upon an event of default. Interest on the related Series of such Commercial Paper Notes will be paid by Available Wastewater Revenues of the Commission.

Timely payment of the Commercial Paper Notes is d ependent upon the availability of the funds under the applicable Letter of Credit or the applicable Liquidity Facility. Under certain circumstances, the Liquidity Facilities are subject to immediate termination or suspension without notice or payment.

See Appendix A – “SUMMARIES OF BANK FACILITIES—BANK FACILITY FOR THE SERIES A- 4 COMMERCIAL PAPER NOTES —TD BANK A- 4 LIQUIDITY FACILITY ” AND “ —BANK FACILITY FOR THE SERIES A- 6 COMMERCIAL PAPER NOTES —STATE STREET A -6 LIQUIDITY FACILITY.”
If for any reason a B ank fails to honor its respective Letter of Credit or Liquidity Facility, the Commission makes no representation, and no assurance can be given, that the Commission would have sufficient funds on hand and available to make the corresponding payment of principal and interest on the applicable Commercial Paper Notes.

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Each Bank Facility is described in greater detail in Appendix A hereto.

Information concerning each Bank providing a Bank Facility is provided in Appendix B hereto.

The information in Appendix B has been furnished by the respective Banks for use in this Offering Memorandum. Such information has not been independently confirmed or verified by the Commission or the Dealers. No representation is made herein by the Commission or the Dealers as to t he accuracy or adequacy of such information subsequent to the date hereof, or that the information contained and incorporated herein by reference is correct . The Commission has assumed no obligation to update such information in the future, or to advise of any adverse change in the financial condition of the Banks .

Investors are advised to obtain and carefully review any financial reports and other information published after the date hereof about the Banks prior to making a decision to purchase the Commercial Paper Notes.

Pledge of Available Wastewater Enterprise Revenues
To the extent not paid from the proceeds of a draw upon the related Bank Facility or the proceeds of remarketed Commercial Paper Notes, the Commercial Paper Notes will be payable solely from Available Wastewater Enterprise Revenues.
“A vailable Wastewater Enterprise Revenues,” means all of the moneys in the Revenue Fund (as defined in the Wastewater Bonds Indenture and comprised primarily of Wastewater Enterprise Revenues and earnings thereon) remaining after (a) the payments required by the provisions of the Wastewater Bonds Indenture relating to operation and maintenance expenses, certain pension charges and other payments required with respect to Commission employees, and payments on Wastewater Bonds and all other amounts payable on a parity with such Wastewater Bonds under the Wastewater Bonds Indenture pursuant to the terms thereof and (b) all amounts required to be paid under any other indenture or resolution of the Commission for prin cipal, interest, reserve fund and any other debt service requirements on other Wastewater Bonds and Subordinate Wastewater Bonds of the Commission as the same become due and payable.
“Wastewater Enterprise Revenues” has the meaning ascribed to the term “Ne t Revenues” in the
Wastewater Bonds Indenture, which is defined as all of the Revenues less all Operation and Maint enance Costs of the Enterprise.
“Revenues” is defined as all gross revenues of the Wastewater Enterprise, including all charges received and all other income and receipts derived by the Commission from the operation of the Wastewater Enterprise, or arising from the Wastewater Enterprise, including connection and installation charges, but excluding:
(a) any money received by or for the account of the Commission from the levy or collection of t
axes,
(b) moneys received from the State and the United States of America and required to be deposited in restricted funds,
(c) refundable deposits made to establish credit,
(d) advances and contributions made to the Commission to be applied to construction, (e) moneys received constituting casualty insurance proceeds with respect to all or any part of the Wastewater Enterprise (which shall be received and disposed of pursuant to the Wastewater Bonds Indenture) and moneys received constituting other insurance proceeds,

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(f) moneys received from the sale or disposition of all or any part of the Wastewater Enterprise (which shall be received and disposed of pursuant to the Wastewater Bonds Indenture), (g) moneys received upon the taking by or under the threat of eminent domain of all or any part of the Wastewater Enterprise (which moneys shall be received and disposed of pursuant to the Wastewater Bonds Indenture),
(h) proceeds from Bonds issued by the Commission or proceeds from loans or other indebtedness obtained by the Commission, and
(i) moneys or securities received by the Commission as gifts or grants, the use of which is restricted by the donor or grantor.

The term “Revenues” al so includes (i) all interest or other income (excluding profits or losses from the sale or disposition of Permitted Investments or other securities owned by or on behalf of the Commission) derived from the deposit or investment of any moneys in any fund or a ccount established under the Wastewater Bonds Indenture (excluding any Rebate Fund and any escrow fund pledged for the payment of defeased bonds) or in any fund or account of the Wastewater Enterprise and legally available to pay Debt Service on the Wastewater Bonds, and (ii) any other moneys, proceeds and other amounts that the Commission determines should be “Revenues” under the Wastewater Bonds Indenture.

Under each Issuing and Paying Agent Agreement, the Commission covenants to establish, maintain a
nd collect rates and charges with respect to the Wastewater Enterprise sufficient (after giving effect to the expected receipt of refinancing proceeds from the sale of Commercial Paper Notes or Wastewater Revenue Bonds (which include, Wastewater Revenue Notes)) to pay the Commercial Paper Notes, the Bank Notes (as defined in the applicable Issuing and Paying Agent Agreement) and all other obligations payable from the Wastewater Enterprise. The Commission also covenants not to issue any additional bonds, notes or other obligations for borrowed money payable from or secured by the revenues of the Wastewater Enterprise unless the Commission certifies that either (i) actual revenues for the most recently completed fiscal year or (ii) projected revenues for the next three fiscal years following the issuance of such additional bonds, notes or other indebtedness, are or will be sufficient to satisfy the rate covenant defined above, assuming the issuance of such additional bonds, notes or other indebtedness to pay any maturing Commercial Paper Notes.

RATINGS
[Ratings to be confirmed by Backstrom]
Moody’s has assigned a rating of “P-1” to each Series of the Commercial Paper Notes.

S&P has assigned a rating of “A-1” to each of the Series A-1 Notes, the Series A-2 Notes and the Series A-7 Notes. S&P has assigned a rating of “A-1+” to each of the Series A-4 Notes and the Series A- 6 Notes.

Each of such ratings is based on the understanding that the Bank Facilities have been or will be issued by the Banks. Such ratings reflect only the views of such organizations and an explanation of the significance of such ratings may be obtained only from the agencies at the following addresses: Moody’s Investors Service, Inc., 7 World Trade Center, New York, New York 10007 and S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, 55 Water Street, New York, New York 10004. The Commission furnished to such rating agencies certain information and materials regarding the Commercial Paper Notes and the Wastewater Enterprise. In addition, each Bank furnished certain information to such

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rating agencies regarding such Bank and its respective Bank Facility. There is no assurance the rating on any Series of Commercial Paper Notes will continue for any given period or that it wil l not be revised downward or withdrawn entirely by the rating agencies, if in the judgment of such rating agencies, circumstances so warrant and, therefore, any prospective purchaser should confirm the rating prior to purchasing any Series of Commercial Paper Notes. Any such change in or withdrawal of any such rating could have an adverse effect on the market for or market price of such Series of Commercial Paper Notes.

The above rat ings are not recommendations to buy, sell or hold any Series of Commercia l Paper Notes.

The Commission has not undertaken to provide notice to the holders of the Commercial Paper Notes of any change in the ratings on any Series of Commercial Paper Notes.

The ratings on the Commercial Paper Notes may be adversely affected by a downgrade of the credit rating(s) of the related Bank. Although the Commission has covenanted to maintain a Bank Facility for the Commercial Paper Notes, it is not obligated to replace any Bank in the event of a downgrade of such Bank’s rating(s). The Commission has not covenanted to provide notice to holders of the Commercial Paper Notes of any downgrade of the credit ratings of any Bank.

ABSENCE OF LITIGATION
[Confirm with City Attorney’s Office ] There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body pending or, to the best of the knowledge of the Commission after reasonable investigation, threatened in any way (i) seeking to restrain or enjoin the issuance, sale or delivery of any of the Commercial Paper Notes or (ii) challenging the validity of the Commercial Paper Notes.

THE DEALERS
The Commission has appointed Morgan Stanley & Co. LLC, RBC Capital Markets, LLC and U.S.

Bancorp Investments, Inc., each as a non-exclusive dealer with respect to the offering and sale from time to time of the Commercial Paper Notes.
“US Bancorp” is the marketing name of U.S. Bancorp and its subsidiaries, including U.S. Bancorp Investments, Inc. (“USBII”), which is serving as a dealer for the Commercial Paper Notes, U.S. Bank National Association and U.S. Bank Trust Company, National Association (as successor in interest to U.S.

Bank National Association), which is serving as issuing and paying agent for the Commercial Paper Notes.

Each Dealer and its respective affiliates together comprise a full -service financial institution engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. Each Dealer and its respective affiliates may have, from time to time, performed and may in the future perform, various investment banking services for the City and the Commission for which they received or will receive customary fees and expenses . In the ordinary course of their various business activities, each Dealer and its respective affiliates may make or hold a broad array of investments and actively trade debt and equity securitie s (or related derivative securities and financial instruments which may include bank loans and/or credit default swaps) for its own account and for the accounts of its customers and may at any time hold long and short positions in such securities and instr uments. Such investment securities activities may involve securities and instruments of the City and the Commission.

Each Dealer and its respective affiliates may also communicate independent investment recommendations, market color or trading ideas and publish independent research views in respect of such offerings of the City and the Commission.

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No Dealer is acting as a financial or municipal advisor to the City or the Commission in connection with the remarketing of the Commercial Paper Notes.

TAX MATTERS
[To be reviewed and updated by NRF]
Tax-Exempt Notes
Norton Rose Fulbright US LLP, San Francisco, California, Bond Counsel ("Bond Counsel"), previously delivered its opinion (the “June 2022 Opinion”) that, under existing statutes, regulations, rulings and judicial decisions and assuming compliance by the Commission with certain covenants in the Issuing and Paying Agent Agreements, the Tax Certificate executed in connection with the issuance of the Tax - Exempt Notes, and requirements of the Internal Revenue Code of 1986, as amended (the “Code”), regarding the use, expenditure and investment of proceeds of the Commercial Paper Notes and the timely payment of certain investment earnings to the United States, interest on the Tax-Exempt Notes would not be includable in the gross income of the owners of the Tax- Exempt Notes for federal income tax purposes. Failure to comply with such covenants and requirements may cause interest on the Tax-Exempt Notes to be included in federal gross income.

The June 2022 Opinion further stated that interest on the Tax- Exempt Notes would not be treated as an item of tax preference for purposes of the federal alternative minimum tax.

For taxable years beginning after 2022, the Code imposes a minimum tax of 15 percent of the adjusted financial statement income of certain large corporations, which generally include corporations (other than S corporations, regulated investment companies and real estate investment trusts) with more than one billion dollars in average annual adjusted financial statement income, determined over a three - year period. For this purpose, adjusted financial statement income for a taxable year generally consists of the net income or loss of the taxpayer set forth in the taxpayer’s applicable financial statemen t for such taxable year, subject to various adjustments, but is not reduced for interest earned on tax -exempt obligations, such as the Bonds. Prospective purchasers that could be subject to this minimum tax should consult their tax advisors regarding the potential effect of owning the Bonds.

Ownership of, or the receipt of interest on, tax-exempt obligations may result in collateral income tax consequences to certain taxpayers, including, without limitation, financial institutions, property and casualty insurance companies, certain foreign corporations doing business in the United States, certain S corporations with excess passive income, individual receipts of Social Security or Railroad Retirement benefits, and taxpayers that may be deemed to have incurred or continued indebtedness to purchase or carry tax-exempt obligations and taxpayers who may be eligible for the earned income tax credit. Bond Counsel expressed no opinion as to any collateral tax consequences and, accordingly, prospective purchasers of the Commercial Paper Notes should consult their tax advisors as to the applicability of any collateral tax consequences.

Certain requirements and procedures contained or referred to in the Issuing and Paying Agent Agreements and other relevant documents ma y be changed, and certain actions may be taken, under the circumstances and subject to the terms and conditions set forth in such documents, upon the advice or with the approving opinion of counsel nationally recognized in the area of tax- exempt obligations. Bond Counsel expressed no opinion as to the effect of any change to any document pertaining to the Commercial Paper Notes or of any action taken or not taken where such change is made or action is taken or not taken without Bond Counsel's approval, or in reliance upon the advice of counsel other than Bond Counsel with

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respect to the exclusion from gross income of interest on the Tax -Exempt Notes for federal income tax purposes.

Information Reporting and Backup Withholding
Interest paid on tax-exempt obligations is subject to information reporting in a manner similar to interest paid on taxable obligations. While this reporting requirement does not, by itself, affect the excludability of interest from gross income for federal income tax purposes, the reporting requirement causes the payment of interest with respect to the Tax -Exempt Notes to be subject to backup withholding if such interest is paid to beneficial owners that (a) are not "exempt recipients," and (b) either fail to provide certain identifyin g information (such as the beneficial owner's taxpayer identification number) in the required manner or have been identified by the IRS as having failed to report all interest and dividends required to be shown on their income tax returns. Generally, individuals are not exempt recipients, whereas corporations and certain other entities are exempt recipients. Amounts withheld under the backup withholding rules from a payment to a beneficial owner are allowed as a refund or credit against such beneficial owner's federal income tax liability so long as the required information is furnished to the IRS.

State Tax Exemption
The June 2022 Opinion further stated that, under existing law, interest on the Tax- Exempt Notes would be exempt from personal income taxes imposed by the State of California.

Taxable Notes
Interest on the Taxable Notes is not excluded from gross income for federal income tax purposes, but the June 2022 Opinion stated that interest on the Taxable Notes would be exempt from the personal income taxes imposed by the State of California.

Future Developments
Future or pending legislative proposals, if enacted, regulations, rulings or court decisions may cause interest on the Tax- Exempt Notes to be subject, directly or indirectly, to federal income taxation or may cause interest on the Commercial Paper Notes to be subject, directly or indirectly, to State or local income taxation, or may otherwise prevent beneficial owners from realizing the full current benefit of the tax status of such interest. Legislation or regulatory actions and future or pending proposals may also affect the economic value of the federal or State tax exemption or the market value of the Commercial Paper Notes.

Prospective purchasers of the Commercial Paper Notes should consult their tax advisors regarding pending or proposed federal or State tax legislation, regulations, rulings or litigation, as to which Bond Counsel expresses no opinion.

A copy of the June 2022 Opinion is attached hereto as Appendix D, and a supplement to the June 2022 Opinion is attached hereto as Appendix E.

LEGAL MATTERS
[To be reviewed and updated by NRF] Norton Rose Fulbright US LLP, San Francisco, California, Bond Counsel, rendered the legal opinion described in “TAX MATTERS” above, a copy of which is set forth in Appendix D hereto, as supplemented by a letter of Bond Counsel dated April 21, 2023, which is set forth in Appendix E hereto. Bond Counsel is not passing upon and undertakes no responsibility for the accuracy, completeness or fairness of the information contained in this Offering Memorandum.

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Upon the issuance of each Bank Facility, outside counsel to the Bank delivered opinions relating to such Bank Facility.

ADDITIONAL INFORMATION
Information herein concerning the Commission is limited. No attempt has been made to summarize the Issuing and Paying Agent Agreements or the Bank Facilities. The descriptions of and reference to such documents contained herein do not purport to be complete, and such references to and descriptions of such documents and all other documents and other items described herein are qualified in their entirety by reference to each such document and item.

Pursuant to continuing disclosure undertakings of the Commission in connection with certain outstanding Wastewater Revenue Bonds (which include, Wastewater Revenue Notes), the Commission is obligated to provide certain annual financial information and operating data (each, an “Annual Report”) not later than nine months after the end of its fiscal year (presently June 30 ), and to provide notices of the occurrence of certain listed events under securities laws. The Commission will file each Annual Report with the MSRB through the EMMA website. The Commission will also file any notices of listed events (“Event Notice”) with the MSRB through the EMMA website.

The information and opinions herein and in any reports or filings pursuant to the Commission’s continuing disclosure undertakings described above, including any Annual Report or Event Notice, are subject to change without notice, and neither the delivery thereof nor the delivery of this Offering Memorandum shall, under any circumstances, create any implication that there has been no change in the affairs of the Commission or other matters described therein or herein.

Copies of the Issuance Authorizations, the Bank Facilities (portions of which may be in redacted form) and the Issuing and Paying Agent Agreements may be obtained from the Commission at the following address:

City and County of San Francisco
Public Utilities Commission
Attention: Capital Finance Director
525 Golden Gate Ave., 4th Floor
San Francisco, California 94102
Tel: (415) 551-2973
Fax. (415) 487-5258
Email: [email protected]
No dealer or other person has been authorized by the Commission to g ive any information or to make any representations other than those contained in this Offering Memorandum, and if given or made, such other information or representations must not be relied upon as having been authorized by the Commission.

The Dealers have provided the following sentence for inclusion in this Offering Memorandum .

The Dealers have reviewed the information in this Offering Memorandum in accordance with, and as part of, their responsibility to investors under the federal securities law as applied to the facts and circumstances of this transaction, but the Dealers do not guarantee the accuracy or completeness of such information.

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APPENDIX A

SUMMARIES OF BANK FACILITIES

TABLE OF CONTENTS
P age
BANK FACILITY FOR THE SERIES A-1 COMMERCIAL PAPER NOTES ...................................... A-1 BANK FACILITY FOR THE SERIES A-2 COMMERCIAL PAPER NOTES ...................................... A-6 BANK FACILITY FOR THE SERIES A-4 COMMERCIAL PAPER NOTES .................................... A-11 BANK FACILITY FOR THE SERIES A-6 COMMERCIAL PAPER NOTES .................................... A-18 BANK FACILITY FOR THE SERIES A-7 COMMERCIAL PAPER NOTES .................................... A-25

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BANK FACILITY FOR THE SERIES A-1 COMMERCIAL PAPER NOTES

SMBC A-1 LETTER OF CREDIT
AND SMBC A-1 REIMBURSEMENT AGREEMENT
[to be reviewed and confirmed by Chapman]
The Commission has entered into a reimbursement agreement (the “SMBC A-1 Reimbursement Agreement”) with SMBC Mitsui Banking Corporation, acting through its New York Branch (“ SMBC”), pursuant to which SMBC has issued an irrevocable direct -pay letter of credit (the “SMBC A- 1 Letter of Credit”) for the account of the Commission supporting the payment of principal of and interest due thereon at maturity or upon acceleration of Series A-1 Notes. The Series A-1 Notes are issued pursuant to the terms of the Amended and Restated Issuing and Paying Agent Agreement, dated as of March 1, 2017, as amended and restated as of April 25, 2017 (the “Series A-1 Issuing and Paying Agent Agreement”), by and between U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as issuing and paying agent (the “Series A -1 Issuing and Paying Agent”), and the Commission.

The following description is a summary of certain provisions of the SMBC A-1 Letter of Credit and SMBC A-1 Reimbursement Agreement. Such summary does not purport to be a complete description or restatement of the material provisions of the SMBC A-1 Letter of Credit and SMBC A-1 Reimbursement Agreement. Investors should obtain and review copies of the SMBC A-1 Letter of Credit and SMBC A-1 Reimbursement Agreement in order to understand all of the terms of those documents. All capitalized terms appearing under this heading “ SMBC A- 1 LETTER OF CREDIT AND SMBC A- 1 REIMBURSEMENT AGREEMENT” not otherwise def ined herein shall have the meanings assigned to them in the related document.

SMBC A-1 Letter of Credit
The SMBC A-1 Letter of Credit is an irrevocable transferable obligation of SMBC Mitsui Banking Corporation, acting through its New York Branch and supports the Series A-1 Notes only. The SMBC A- 1 Letter of Credit was issued in an amount equal to the maximum principal amount of the Series A-1 Notes plus 270 days’ interest thereon at the rate of 12% per annum calculated on the basis of a year of 365 days (the “Stated Amount”). The Series A-1 Issuing and Paying Agent is authorized to draw on the SMBC A-1 Letter of Credit in an aggregate amount not to exceed the Stated Amount of the SMBC A-1 Letter of Credit and in accordance with the terms and conditions and subject to the reductions and reinstatements in amount as set forth in the SMBC A-1 Letter of Credit, in one or more Drawings (as defined in the SMBC A-1 Letter of Credit), payable as set forth in the SMBC A- 1 Letter of Credit on any Business Day (as def ined in the SMBC A-1 Letter of Credit), by presentation of the appropriate certifications, (i) for the payment at maturity of the principal of and interest at maturity on Series A -1 Notes, (ii) for the payment at maturity of the principal of and interest to maturity on Series A-1 Notes that otherwise mature on or after the date that the Series A-1 Issuing and Paying Agent receives the Final Drawing Notice (as defined in the SMBC A-1 Letter of Credit) from SMBC, or (iii) for (x) the payment of the principal of and interest due upon acceleration of certain of the Series A-1 Notes (each an “Acceleration Drawing”) or (y) the payment of the principal of and interest due upon acceleration of all outstanding Series A -1 Notes (the “Final Acceleration Drawing”), in each case an aggregate amount not exceeding the Stated Amount of the SMBC A-1 Letter of Credit.

Upon SMBC honoring any Drawing, the Stated Amount and the amount available to be drawn under the SMBC A-1 Letter of Credit for subsequent Drawings will be automa tically decreased by an amount equal to the amount of such Drawing. In connection therewith, the Stated Amount and the amounts from time to time available to be drawn under the SMBC A-1 Letter of Credit (except in the case of the

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Final Acceleration Drawing or a Drawing resulting from the delivery of the Final Drawing Notice) will be increased when and to the extent, but only when and to the extent, (i) (A) of transfer by the Series A -1 Issuing and Paying Agent to SMBC on the date such Drawing is honored of proceeds of Series A-1 Notes issued on such date or (B) the Series A -1 Issuing and Paying Agent receives written notice from SMBC that SMBC has been reimbursed by or on behalf of the Commission for any amount drawn under the SMBC A-1 Letter of Credit, and (ii) that the Series A-1 Issuing and Paying Agent has not received from SMBC a No-Issuance Notice (as defined in the SMBC A- 1 Letter of Credit) . Upon SMBC honoring the Final Acceleration Drawing, the Stated Amount shall be permanently reduced to zero and the Stated Amount shall no longer be reinstated.

The SMBC A-1 Letter of Credit will expire at 4:00 p.m., New York City time, on the date (the earliest of such dates to occur is referred to as the “Termination Date”) which is the earliest of (i) March 2, 2029 (the “Stated Expiration Date”) or such later date as is specified by SMBC in a written notice to the Series A-1 Issuing and Paying Agent, (ii) the later of (a) the date on which SMBC receives written notice from the Series A-1 Issuing and Paying Agent that an Alternate Facility as is specified in such notice (as defined in the Series A -1 Issuing and Paying Agent Agreement) has been substituted for the SMBC A-1 Letter of Credit in accordance with the Series A-1 Issuing and Paying Agent Agreement and (b) the effective date of such Alternate Facility (after SMBC honors any properly presented and conforming Drawing on or prior to such date), (iii) the date on which SMBC receives written notice from the Series A -1 Issuing and Paying Agent that there are no longer any Series A -1 Notes Outstanding within the meaning of the Series A-1 Issuing and Paying Agent Agreement nor does the Commission intend to issue any additional Series A-1 Notes under the Series A-1 Issuing and Paying Agent Agreement and that the Series A-1 Issuing and Paying Agent elects to terminate the SMBC A-1 Letter of Credit, (iv) the earlier of (a) the fifteenth (15th) calendar day after the date on which the Series A -1 Issuing and Paying Agent receives the Final Drawing Notice, and (b) the date on which the Drawing resulting from the delivery of the Final Drawing Notice is honored under the SMBC A-1 Letter of Credit, and (v) the date on which the Final Acceleration Drawing is honored under the SMBC A-1 Letter of Credit.

SMBC A-1 Reimbursement Agreement Events of Default
If any of the following events shall occur, each such event shall be an “Event of Default” under the SMBC A-1 Reimbursement Agreement:
(a) the Commission shall fail to pay, or cause to be paid, as and when due, (i) any Reimbursement Obligation (as defined in the SMBC A-1 Reimbursement Agreement), or (ii) any Obligation (as defined in the SMBC A-1 Reimbursement Agreement) (other than a Reimbursement Obligation) and, in such case, such failure shall continue for three (3) Business Days; (b) any representation or warranty made by or on behalf of the Commission in the SMBC A-1 Reimbursement Agreement or in any other Basic Document (as defined in the SMBC A-1 Reimbursement Agreement) or in any certificate or stat ement delivered thereunder shall be incorrect or untrue in any material respect when made or deemed to have been made or delivered; (c) the Commission shall default in the due performance or observance of certain covenants set forth in the SMBC A-1 Reimbursement Agreement; (d) the Commission shall default in the due performance or observance of any other term, covenant or agreement contained in the SMBC A-1 Reimbursement Agreement or any other Basic Document and such default shall remain unremedied for a period of thirty (30) days after the occurrence thereof;

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(e) the Commission shall (i) have entered involuntarily against it an order for relief under the United States Bankruptcy Code, as amended, (ii) become insolvent or shall not pay, or be unable to pay, or admit in writing its inability to pay, its debts generally as they become due, (iii) make an assignment for the benefit of creditors, (iv) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquida tor or similar official for it or any substantial part of its Property (as defined in the SMBC A-1 Reimbursement Agreement), (v) institute any proceeding seeking to have entered against it an order for relief under the United States Bankruptcy Code, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, marshalling of assets, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vi) take any corporate action in furtherance of any matter described in parts (i) through (v) above, or (vii) fail to contest in good faith any appointment or proceeding described in paragraph (f) below;
(f) a custodian, receiver, trustee, examiner, liquidator or similar official shall be appointed for the Commission or any substantial part of its Property, or a proceeding described in clause (e)(v) above shall be instituted against the Commission and such proceeding continues undischarged or any such proceeding continues undismissed or unstayed for a period of thirty (30) or more days;
(g) a debt moratorium, debt restructuring, debt adjustment or comparable restriction is imposed on the repayment when due and payable of the principal of or interest on any Debt (as defined in the SMBC A-1 Reimbursement Agreement) of the Commission by the Commission or any governmental authority with appropriate jurisdiction; (h) any material provision of the SMBC A-1 Reimbursement Agreement or any other Basic Document shall at any time for any reason cease to be valid and binding on the Commission for any reason or shall be declared by any court or other Governmental Authority with competent jurisdiction to be null and void, invalid, or unenforceable, or the validity or enforceability thereof shall be publicly contested by the Commission or by a Governmental Authority with competent jurisdiction, or the Commission shall deny that it has any further liability under the SMBC A- 1 Reimbursement Agreement or any other Basic Document;
(i) dissolution or termination of the existence of the Commission; (j) the Commission shall (i) default on the payment of t he principal of or interest on any Wastewater Enterprise Debt (as defined in the SMBC A-1 Reimbursement Agreement), beyond the period of grace, if any, provided in the instrument or agreement under which such Wastewater Enterprise Debt was created or incur red; or (ii) default in the observance or performance of any agreement or condition relating to any Wastewater Enterprise Debt or contained in any instrument or agreement evidencing, securing or relating thereto, or any other default, event of default or similar event shall occur or condition exist, the effect of which default, event of default or similar event or condition is to permit (determined without regard to whether any notice is required) any such Wastewater Enterprise Debt to become immediately du e and payable in full as the result of the acceleration, mandatory redemption or mandatory tender of such Wastewater Enterprise Debt; (k) the Commission shall (i) default on the payment of the principal of or interest on any Debt (other than Wastewater Ent erprise Debt) aggregating in excess of $10,000,000, beyond the period of grace, if any, provided in the instrument or agreement under which such Debt (other than Wastewater Enterprise Debt) was created or incurred; or (ii) default in the observance or

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performance of any agreement or condition relating to any Debt (other than Wastewater Enterprise Debt) aggregating in excess of $10,000,000, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other default, event of default or similar event shall occur or condition exist, the effect of which default, event of default or similar event or condition is to permit (determined without regard to whether any notice is required) any such Debt to become immediately due and payabl e in full as the result of the acceleration, mandatory redemption or mandatory tender of such Wastewater Enterprise Debt;
(l) any final, unappealable judgment or judgments, writ or writs or warrant or warrants of attachment, or any similar process or processes, in an aggregate amount not less than $10,000,000 shall be entered or filed against the Commission or against any of its Property and remain unpaid, unvacated, unbonded or unstayed for a period of thirty (30) days; (m) any “event of default” under any Basic Document (as defined respectively therein) shall have occurred;
(n) a ruling, assessment, notice of deficiency or technical advice by the Internal Revenue Service shall be rendered to the effect that interest on the Series A -1 Notes is includable in the gross income of the holder(s) or owner(s) of such Series A -1 Notes and either (i) the Commission, after it has been notified by the Internal Revenue Service, shall not challenge such ruling, assessment, notice or advice in a court of law during the period within which such challenge is permitted or (ii) the Commission shall challenge such ruling, assessment, notice or advice and a court of law shall make a determination, not subject to appeal or review by another court of law, that such ruling, assessment, notice or advice is correctly rendered; (o) any of Moody’s or S&P shall have downgraded its long- term unenhanced rating of any Senior Debt (as defined in the SMBC A-1 Reimbursement Agreement) of the Commission to below “Baa2” (or its equi valent), or “BBB” (or its equivalent), respectively, or suspended or withdrawn its rating of the same; or
(p) the passage of any Law (as defined in the SMBC A-1 Reimbursement Agreement) has occurred which could reasonably be expected to have a material adverse effect on the Commission’s ability to perform its obligations under the SMBC A-1 Reimbursement Agreement or the other Basic Documents or to result in a material adverse effect on the enforceability or validity of the SMBC A- 1 Reimbursement Agreement or any of the other Basic Documents; provided that the Event of Default set forth in this paragraph (p) shall be null and void and of no further force and effect from and after the date any Reimbursement Agreement between the Commission and Bank of America, N.A., as provider of a letter of credit supporting any Commercial Paper Notes is terminated or a similar event of default is no longer provided therein.

SMBC A-1 Reimbursement Agreement Remedies
Upon the occurrence of any Event of Default under the SMBC A- 1 Reimbursement Agreement, SMBC may exercise any one or more of the following rights and remedies in addition to any other remedies provided in the SMBC A-1 Reimbursement Agreement or by law:
(a) declare all Obligations to be immediately due and payable, whereupon the same shall be immediately due and payable without any further notice of any kind, which notice is waived by the Commission; provided, however, that in the case of an Event of Default described in paragraph (e), (f) or (g) above under the subcaption “SMBC A- 1 LETTER OF CREDIT AND SMBC A-1 REIMBURSEMENT AGREEMENT—SMBC A-1 Reimbursement Agreement Events

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of Default,” such acceleration shall automatically occur (unless such automatic accele ration is waived by SMBC in writing); or
(b) issue a No-Issuance Notice (the effect of which shall be as provided in the SMBC A-1 Reimbursement Agreement), reduce the Stated Amount of the SMBC A-1 Letter of Credit to the amount of the then outstanding Series A-1 Notes supported by the SMBC A-1 Letter of Credit plus a corresponding amount of interest coverage, reduce the Stated Amount of the SMBC A- 1 Letter of Credit as the then outstanding Series A-1 Notes are paid, and/or terminate the SMBC A- 1 Letter of Credit when no Series A-1 Notes remain outstanding; or (c) issue the Final Drawing Notice (the effect of which shall be to cause the Termination Date of the SMBC A-1 Letter of Credit to occur on the fifteenth (15) calendar day after the date of receipt thereof by the Series A-1 Issuing and Paying Agent); or (d) pursue any rights and remedies it may have under the Basic Documents; or (e) pursue any other action available at law or in equity. [Remainder of page left blank intentionally.]

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BANK FACILITY FOR THE SERIES A-2 COMMERCIAL PAPER NOTES

BANK OF AMERICA A-2 LETTER OF CREDIT
AND BANK OF AMERICA A-2 REIMBURSEMENT AGREEMENT
The Commission has entered into a reimbursement agreement (the Bank of America A -2 Reimbursement Agreement”) with Bank of America, N.A. (“Bank of America”), pursuant to which Bank of America will issue an irrevocable direct-pay letter of credit (the “Bank of America A-2 Letter of Credit”) for the account of the Commission supporting the payment of principal of and interest due thereon at maturity or upon acceleration of Series A-2 Notes. The Series A-2 Notes are issued pursuant to the terms of the Issuing and Paying Agent Agreement, dated as of June 1, 2017 (the “Series A-2 Issuing and Paying Agent Agreement”), by and between U.S. Bank T rust Company, National Association (as successor in interest to U.S. Bank National Association), as issuing and paying agent (the “Series A-2 Issuing and Paying Agent”), and the Commission.

The following description is a summary of certain provisions of the Bank of America A -2 Letter of Credit and the Bank of America A-2 Reimbursement Agreement. Such summary does not purport to be a complete description or restatement of the material provisions of the Bank of America A-2 Letter of Credit or the Bank of America A-2 Reimbursement Agreement. Investors should obtain and review copies of the Bank of America A-2 Letter of Credit and the Bank of America A -2 Reimbursement Agreement in order to understand all of the terms of those documents. All capitalized ter ms appearing under this heading “BANK OF AMERICA A- 2 LETTER OF CREDIT AND BANK OF AMERICA A-2 REIMBURSEMENT AGREEMENT” shall have the meanings assigned to them in the Bank of America A-2 Reimbursement Agreement.

Bank of America A-2 Letter of Credit
The Bank of America A -2 Letter of Credit is an irrevocable transferable obligation of Bank of America and supports the payment of principal of and interest on maturing Series A -2 Notes only . The Bank of America A-2 Letter of Credit may not be drawn on for any ot her purpose. The Bank of America A-2 Letter of Credit will be issued in an amount equal to the maximum principal amount of $150,000,000 of the Series A-2 Notes plus 270 days’ interest thereon at the rate of 12% per annum calculated on the basis of a year of 365 days (the “Stated Amount”). The Series A -2 Issuing and Paying Agent is authorized to draw on the Bank of America A-2 Letter of Credit in an aggregate amount not to exceed the Stated Amount of the Bank of America A-2 Letter of Credit and in accordance with the terms and conditions and, subject to the reductions and reinstatements as described therein, in amounts as set forth in the Bank of America A-2 Letter of Credit, in one or more Drawings (as defined in the Bank of America A -2 Letter of Credit), payable as set forth in the Bank of America A -2 Letter of Credit on any Business Day (as defined in the Bank of America A-2 Letter of Credit), by presentation of the appropriate certifications, (i) for the payment at maturity of the principal of and intere st on Series A -2 Notes or (ii) for the payment at maturity of the principal of and interest to maturity on Series A-2 Notes that otherwise mature on or after the date that the Series A-2 Issuing and Paying Agent receives a Final Drawing Notice (as defined in the Bank of America A-2 Letter of Credit) from Bank of America.

Upon Bank of America honoring any Drawing, the Stated Amount and the amount available to be drawn under the Bank of America A-2 Letter of Credit by the Series A-2 Issuing and Paying Agent pursuant to any subsequent Drawing shall be automatically decreased by an amount equal to the amount of such Drawing. In connection therewith, the Stated Amount shall be increased when and to the extent, but only when and to the extent (i) (A) of transfer by the Series A-2 Issuing and Paying Agent to Bank of America on the date such Drawing is honored of proceeds of Series A -2 Notes issued on such date or (B) the Series A-2 Issuing and Paying Agent receives written notice from Bank of America that Bank of America

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has been reimbursed by or on behalf of the Commission for any amount drawn under the Bank of America A-2 Letter of Credit by any Drawing, and (ii) that the Series A-2 Issuing and Paying Agent has not received a No-Issuance Notice (as defined in the Bank of America A-2 Letter of Credit) from Bank of America.

The Bank of America A-2 Letter of Credit shall expire at the close of business of Bank of America, on the date (the earliest of such date to occur referred to as the “Termination Date”) which is the earliest of (i) April 24, 2026 (unless extended pursuant to the terms of the Bank of America A -2 Letter of Credit), (ii) the later of the date on which Bank of America receives written notice from the Series A-2 Issuing and Paying Agent that an Alternate Facility (as defined in the Series A-2 Issuing and Paying Agent Agreement) has been substituted for the Bank of America A-2 Letter of Credit in accordance with the Series A-2 Issuing and Paying Agent Agreement and the effective date of any such Alternate Facility (after Bank of America honors any properly presented and conforming Drawing on such date), (iii) the date on which Bank of America receives written notice from the Series A-2 Issuing and Paying Agent that there are no longer any Series A-2 Notes Outstanding within the meaning of the Series A-2 Issuing and Paying Agent Agreement and that the Series A -2 Issuing and Paying Agent elects to terminate the Bank of America A -2 Letter of Credit, and (iv) the earlier of (a) the fifteenth (15th) calendar day after the date on which the Series A -2 Issuing and Paying Agent receives the Final Drawing Notice, and (b) the date on which the Drawing resulting from the delivery of the Final Drawing Notice is honored under the Bank of America A -2 Letter of Credit.

Bank of America A-2 Reimbursement Agreement Events of Default If any of the following events occurs, each such event will be an “Event of Default” under the Bank of America A-2 Reimbursement Agreement:
(a) the Commission fails to pay, or cause to be paid, as and when due, (i) any Reimbursement Obligation (as defined in the Bank of America A -2 Reimbursement Agreement), or (ii) any Obligation (as defined in the Bank of America A -2 Reimbursement Agreement) (other than a Reimbursement Obligation) under the Bank of America A-2 Reimbursement Agreement or under the Fee Agreement (as defined in the Bank of America A-2 Reimbursement Agreement) and, in such case, such failure continues for five (5) Business Days (as defined in the Bank of America A-2 Reimbursement Agreement);
(b) any representation or warranty made by or on behalf of the Commission in the Bank of America A-2 Reimbursement Agreement or in any other Basic Document (as defined in the Bank of America A-2 Reimbursement Agreement) or in any certificate or statement delivered thereunder is incorrect or untrue in any material respect when made or deemed to have been made or delivered;
(c) the Commission defaults in the due performance or observance of certain no cure period covenants set forth in the Bank of America A-2 Reimbursement Agreement; (d) the Commission defaults in the due performance or observance of any other term, covenant or agreement contained in the Bank of America A -2 Reimbursement Agreement or any other Basic Document and such default remains unremedied for a period of thirty (30) days after the occurrence thereof;
(e) the Commission or the City and County of San Francisco, directly or indirectly, (i) has entered involuntarily against it an order for relief under the United States Bankruptcy Code, as amended, (ii) becomes insolvent or does not pay, or is unable to pay, or admits in writing its inability to pay, its debts generally as they become due, (iii) makes an assignment for the benefit

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of creditors, (iv) applies for, seeks, consents to, or acq uiesces in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its Property (as defined in the Bank of America A-2 Reimbursement Agreement), (v) institutes any proceeding seeking to have entered against it an order for relief under the United States Bankruptcy Code, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, marshalling of assets, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fails to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vi) takes any corporate action i n furtherance of any matter described in clauses (i) through (v) above, or (vii) fails to contest in good faith any appointment or proceeding described in paragraph (f) below; (f) a custodian, receiver, trustee, examiner, liquidator or similar official is appointed for the Commission or the City and County of San Francisco or any substantial part of its Property, or a proceeding described in clause (v) of paragraph (e) above is instituted against the Commission or the City and County of San Francisco and such proceeding continues undischarged, undismissed and unstayed for a period of thirty (30) days;
(g) a debt moratorium, debt restructuring, debt adjustment or comparable restriction is imposed on the repayment when due and payable of the principal of or interest on any Debt (as defined in the Bank of America A -2 Reimbursement Agreement) of the Commission by the Commission or any Governmental Authority (as defined in the Bank of America A -2 Reimbursement Agreement) with appropriate jurisdiction; (h) any material provision of the Bank of America A -2 Reimbursement Agreement, the Charter or any other Basic Document at any time for any reason ceases to be valid and binding on the Commission as a result of any legislative or administrative action by a Governmental Authority with competent jurisdiction or shall be declared in a final non appealable judgment by any court with competent jurisdiction to be null and void, invalid, or unenforceable, or the validity or enforceability thereof is publicly contested by the Commission, or the Commission publicly contests the validity or enforceability of any obligation to pay Wastewater Enterprise Debt, including, without limitation, the Wastewater Bonds Indenture, or any Authorized Representative publicly repudiates or otherwise denies in writing that it has any further liability or obligation under or with respect to any provision of the Bank of America A -2 Reimbursement Agreement, the Charter, any other Basic Document or any operative document related to Wastewater Enterpris e Debt (as defined in the Bank of America A -2 Reimbursement Agreement), including, without limitation, the Wastewater Bonds Indenture (as defined in the Bank of America A -2 Reimbursement Agreement);
(i) dissolution or termination of the existence of the Co mmission; (j) the Commission (i) defaults on the payment of the principal of or interest on any Wastewater Enterprise Debt, beyond the period of grace, if any, provided in the instrument or agreement under which such Wastewater Enterprise Debt was created or incurred; or (ii) defaults in the observance or performance of any agreement or condition relating to any Wastewater Enterprise Debt, including, without limitation, any Bank Agreement, or contained in any instrument or agreement evidencing, secu ring or relating thereto, or any other default, event of default or similar event occurs or condition exists, the effect of which default, event of default or similar event or condition is to permit (determined without regard to whether any notice is required) any such Wastewater Enterprise Debt to become immediately due and payable in full as the result of the acceleration, mandatory redemption or mandatory tender of such Wastewater Enterprise Debt;

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(k) the Commission (i) defaults on the payment of the principal of or interest on any Debt (other than Wastewater Enterprise Debt) aggregating in excess of $10,000,000 beyond the period of grace, if any, provided in the instrument or agreement under which such Debt (other than Wastewater Enterprise Debt) was created or incurred; or (ii) defaults in the observance or performance of any agreement or condition relating to any Debt (other than Wastewater Enterprise Debt) aggregating in excess of $10,000,000, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other default, event of default or similar event occurs or condition exists, the effect of which default, event of default or similar event or condition is to permit (determined without regard to whether any notice is requ ired) any such Debt to become immediately due and payable in full as the result of the acceleration, mandatory redemption or mandatory tender of such Debt (other than Wastewater Enterprise Debt); (l) any final, nonappealable judgment or judgments, writ or writs or warrant or warrants of attachment, or any similar process or processes, in an aggregate amount not less than $10,000,000 are entered or filed against the Commission or against any of its Property and remain unpaid, unvacated, unbonded and unstayed for a period of sixty (60) days; (m) (i) the Commission shall default in the due performance or observance of any material term, covenant or agreement contained in a ny other Basic Document and the same shall not have been cured within any applicable cure period or (ii) any “event of default” under any other Basic Document (as defined respectively therein) has occurred; (n) a ruling, assessment, notice of deficiency or technical advice by the Internal Revenue Service is rendered to the effect that interest on the Series A-2 Notes is includable in the gross income of the holder(s) or owner(s) of such Series A-2 Notes and either (i) the Commission, after it has been notified by the Internal Revenue Service, does not challenge such ruling, assessment, notice or advice in a court of law during the period within which such challenge is permitted or (ii) the Commission challenges such ruling, assessment, notice or advice and a court of law makes a determination, not subject to appeal or review by another court of law, that such ruling, assessment, notice or advice is correctly rendered; (o) any of Fitch, Moody’s and S&P (i) downgrades its long term rating of any Senior Debt (as defined in the Bank of America A -2 Reimbursement Agreement) of the Commission to below “ BBB+” (or its equivalent), “ Baa1” (or its equivalent), or “ BBB+” (or its equivalent) respectively, or (ii) suspends or withdraws its rating of the same; or (p) the passage of any Law (as defined in the Bank of America A -2 Reimbursement Agreement) has occurred which could reasonably be expected to have a material adverse effect on the Commission’s ability to perform its obligations under the Bank of America A-2 Reimbursement Agreement or the other Basic Documents or to result in a material adverse effect on t he enforceability or validity of the Bank of America A -2 Reimbursement Agreement or any of the other Basic Documents.

Bank of America A-2 Reimbursement Agreement Remedies
Upon the occurrence of any Event of Default under the Bank of America A -2 Reimbursement Agreement, Bank of America may exercise any one or more of the following rights and remedies in addition to any other remedies provided in the Bank of America A-2 Reimbursement Agreement or by law provided:
(a) declare all Obligations to be immediately due and payable, whereupon the same are immediately due and payable without any further notice of any kind, which notice is waived by

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the Commission; provided, however, that in the case of an Event of Default described in paragraph (e), (f) or (g) above under the subcaption “BANK OF AMERICA A-2 LETTER OF CREDIT AND BANK OF AMERICA A- 2 REIMBURSEMENT AGREEMENT—Bank of America A -2 Reimbursement Agreement Events of Default,” such acceleration will automatically occur (unless such automatic acceleration is waived by Bank of America in writing); or (b) issue a No Issuance Notice (the effect of which will be as provided in the Bank of America A-2 Reimbursement Agreement), reduce the Stated Amount of the Bank of America A-2 Letter of Credit to the amount of the then outstanding Series A-2 Notes supported by the Bank of America A-2 Letter of Credit plus a corresponding amount of interest coverage, reduce the Stated Amount of the Bank of America A-2 Letter of Credit as the then outstanding Series A-2 Notes are paid and terminate the Bank of America A -2 Letter of Credit when no Series A -2 Notes remain outstanding; or
(c) issue the Final Drawing Not ice (the effect of which will be to cause the Termination Date of the Bank of America A -2 Letter of Credit to occur on the fifteenth (15) calendar day after the date of receipt thereof by the Series A-2 Issuing and Paying Agent); or (d) pursue any rights a nd remedies it may have under the Basic Documents; or (e) pursue any other action available at law or in equity. [Remainder of page left blank intentionally.]

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BANK FACILITY FOR THE SERIES A-4 COMMERCIAL PAPER NOTES

TD BANK A-4 LIQUIDITY FACILITY
The Commission has entered into a dedicated liquidity facility (the “ TD Bank A- 4 Liquidity Facility”) with TD Bank, N.A. (“TD Bank”) to provide back-up liquidity to pay principal of maturing Series A-4 Notes. The Series A -4 Notes are issued pursuant to the terms of the Issuing and Paying Agent Agreement, dated as of July 1, 2012 (the “Series A -4 Issuing and Paying Agent Agreement”), by and between U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as issuing and paying agent (the “Series A -4 Issuing and Paying Agent”), and the Commission.

The following description is a summary of certain provisions of the TD Bank A- 4 Liquidity Facility. Such summary does not purport to be a complete description or restat ement of the material provisions of the TD Bank A-4 Liquidity Facility. Investors should obtain and review a copy of the TD Bank A-4 Liquidity Facility in order to understand all of the terms of such document. All capitalized terms appearing under this heading “TD BANK A-4 LIQUIDITY FACILITY” shall have the meanings assigned to them in the TD Bank A-4 Liquidity Facility.

The Commission has entered into the TD Bank A-4 Liquidity Facility with TD Bank . The TD Bank A-4 Liquidity Facility can be drawn upon by the Commission, subject to compliance with certain conditions as specified in the TD Bank A-4 Liquidity Facility, in an amount up to the Commitment of $75,000,000 solely to fund the payment by the Commission of the principal of any maturing Series A -4 Notes at the stated maturity thereof. The TD Bank A-4 Liquidity Facility may not be drawn on for any other purpose.

All interest payments on outstanding Series A -4 Notes will be paid from Available Wastewater Enterprise Revenues of the Commission. The stat ed Commitment Expiration Date of the TD Bank A-4 Liquidity Facility is July 6, 2027, unless sooner terminated or later extended pursuant to its terms. In the event the Commission issues Subordinated Wastewater Bonds, and after TD Bank has provided notice to the Commission and the Issuing and Paying Agent, the commitment under the TD Bank A-4 Liquidity Facility will be reduced to the principal amount of the Series A-4 Notes then outstanding. Upon the maturity date of such Series A -4 Notes, the commitment will be permanently reduced further and upon the final maturity of such Series A -4 Notes, the commitment under the TD Bank A-4 Liquidity Facility will be terminated. Following receipt of such notice, the Commission will not issue any additional Series A -4 Notes while the TD Bank A-4 Liquidity Facility is in effect.

Immediate Termination Events
The following constitute Immediate Termination Events under the TD Bank A-4 Liquidity Facility:

Payments. The Commission (A) fails to pay any amount of interest on any Series A-4 Note when the same becomes due and payable in accordance with its terms, or (B) fails to pay principal of, or interest on, the Revolving Note, the Term Note, any Advance or any Term Loan when the same becomes due and payable in accordance with its terms;
Invalidity. (A) Any provision of the Charter, the TD Bank A-4 Liquidity Facility, the Revolving Note, the Term Note, any Series A -4 Note, the Series A-4 Issuing and Paying Agent Agreement, the City Legislation or the Resolutions relating to (x) the ability or the obligation of the Commission to pay, when due, the principal of or interest on the Series A-4 Notes, the Term Note, the Revolving Note, any Advance or any Term Loan or (y) the lien on or pledge of the Pledged Revenues, at any time, and for any reason,

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ceases to be valid and binding on the Commission, or is declared to be null and void, invalid or unenforceable as the result of a final nonappealable judgment by any federal or state court or as a result of any legislative or administrative action by any Governmental Authority having jurisdiction over the Commission; or (B) an Authorized Representative of the Commission (i) publicly contests or contests in writing any provision of the Charter, the TD Bank A-4 Liquidity Facility, the Revolving Note, the Term Note, any Series A-4 Note, the Series A-4 Issuing and Paying Agent Agreement, the City Legislation or the Resolutions relating to (x) the ability or the obligation of the Commission to pay, when due, the principal of or interest on the Series A-4 Notes, the Term Note, the Revolving Note, any Advance or any Term Loan or (y) the lien on or pledge of the Pledged Revenues or (ii) repudiates or otherwise denies in writing that it has any further liability or obligation under or with respect to any provision of the Charter, the TD Bank A- 4 Liquidity Facility, the Revolving Note, the Term Note, any Series A -4 Note, the Series A-4 Issuing and Paying Agent Agreement, the City Legislation or the Resolutions relating to (x) the ability or the obligation of the Commission to pay, when due, the principal of or interest on the Series A-4 Notes, the Term Note, the Revolving Note, any Advance or any Term Loan or (y) the lien on or pledge of the Pledged Revenues; or (C) the State or the Commission has taken or permitted to be taken any official action, or has duly enacted any statute, which would adversely affect the enforceability of any provision of the Charter, the TD Bank A-4 Liquidity Facility, the Revolving Note, the Term Note, any Series A -4 Note, the Series A -4 Issuing and Paying Agent Agreement, the City Legislation or the Resolutions relating to (x) the ability or the obligation of the Commission to pay, when due, the principal of or interest on the Series A -4 Notes, the Term Note, the Revolving Note, any Advance or any Term Loan or (y) the lien on or pledge of the Pledged Revenues; or (D) any Governmental Authority with jurisdiction to rule on the validity or enforceability of the Charter, the TD Bank A-4 Liquidity Facility, the Revolving Note, the Term Note, any Series A-4 Note, the Series A-4 Issuing and Paying Agent Agreement, the City Legislation or the Resolutions finds or rules, in a judicial or administrative proceeding, that any provision of the Charter, the TD Bank A-4 Liquidity Facility, the Revolving Note, the Term Note, any Series A-4 Note, the Series A-4 Issuing and Paying Agent Agreement, the City Legislation or the Resolutions, as the case may be, relating to (x) the ability or the obligation of the Commission to pay, when due, the principal of or interest on the Series A -4 Notes, the Term Note, the Revolving Note, any Advance or any Term Loan or (y) the lien on or pledge of the Pledged Revenues, is not valid or not binding on, or enforceable against, the Commission; Insolvency, Etc. The Commission or the City and County of San Francisco, directly or indirectly, becomes insolvent or admits in writing its inability to pay its debts as they mature or declares a moratorium on the payment of its debts or apply for, consent to or acquiesce in the appointment of a trustee, custodian, liquidator or receiver for it self or any substantial part of its property, or takes any action to authorize or effect any of the foregoing; or in the absence of any such application, consent or acquiescence, a trustee, custodian, liquidator or receiver is appointed for it or for a sub stantial part of its property or revenues and is not discharged within a period of sixty (60) days; or the State or any other governmental authority having jurisdiction over the Commission or the City and County of San Francisco imposes a debt moratorium o r comparable extraordinary restriction on repayment when due and payable of the principal of or interest on all Debt of the Commission and all of the Series A -4 Notes; or all, or any substantial part, of the property of the Commission or the City and County of San Francisco is condemned, seized, or otherwise appropriated, or any bankruptcy, reorganization, debt arrangement or other proceeding under any bankruptcy or insolvency law or any dissolution or liquidation proceeding is instituted by or against the Commission or the City and County of San Francisco (or any action is taken to authorize or effect the institution by it of any of the foregoing) and if instituted against it, shall be consented to or acquiesced in by it, or shall not be dismissed within a period of sixty (60) days; Cross-Default to Senior Debt or Parity Debt. The Commission fails to pay, when due and payable, any principal of or interest on any Senior Debt or any Parity Debt (including, without limitation, any principal or sinking fund installments thereon but excluding Commercial Paper Notes and Other Commercial Paper Notes);

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Cross-Default to Commercial Paper Notes. The Commission fails to pay, when due and payable, any interest on any Commercial Paper Notes or Other Commercial Paper Notes (but excluding the interest on Commercial Paper Notes or Other Commercial Paper Notes issued by or on behalf of the Commission so long as the payment of such interest is supported by a third-party liquidity facility or a third-party credit facility);
Unsatisfied Judgments. A final, nonappealable, judgment or order for the payment of money in excess of $15,000,000, individually or in the aggregate, is rendered against the Commission and payable from Pledged Revenues and such judgment or order continues unsatisfied and unstayed for a period of sixty (60) days; or
Ratings. The long-term credit ratings assigned by Moody’s and S&P (to the extent then providing a rating) to unenhanced Parity Debt, unenhanced Subordinated Wastewater Bonds or unenhanced Senior Debt is (A) reduced below “Baa3” (or its equivalent) and “BBB -” (or its equivalent) or (B) withdrawn or suspended for any credit related reasons; provided, that nothing in the TD Bank A-4 Liquidity Facility requires the Commission to maintain a long -term rating on Parity Debt, so long as the only Parity Debt outstanding is the Commercial Paper Notes and related credit and liquidity facilities.

Existence. The dissolution or termination of the existence of the Commission if a Governmental Authority does not, contemporaneously with the dissolution or termination of the existence of the Commission, assume the obligations of the Commission under this Agreement and the other Basic Documents to which it is a party related to pay principal of or interest on the Series A-4 Notes, the Revolving Note, the Term Note, any Advance or any Term Loan and Senior Debt or any Parity Debt.

Other Events of Default
The following, together with the Immediate Termination Events and the Suspension Events, constitute Events of Default under the TD Bank A-4 Liquidity Facility:

Representations Untrue. Any representation, warranty, certification or statement made by the Commission in the TD Bank A-4 Liquidity Facility or in any Basic Document or in any certificate, financial statement or other document delivered pursuant to the TD Bank A- 4 Liquidity Facility or any Basic Document was (in any such case) incorrect or untrue in any material respect when made or deemed to have been made.

Certain Covenant Defaults. The Commission defaults in the due performance or observance of any term, covenant or agreement contained in certain clauses of the TD Bank A-4 Liquidity Facility.

Other Covenant Defaults. The Commission defaults in the due performance or observance of any term, covenant or agreement contained in the TD Bank A-4 Liquidity Facility (other than those covered as set forth under “TD BANK A-4 LIQUIDITY FACILITY—Immediate Termination Events—Payments” or “Other Events of Default —Certain Covenant Defaults” above) and such default, if capable of being remedied, remains unremedied for thirty (30) days after the earlier to occur of (i) written notice thereof has given to the Commission by TD Bank or (ii) an Authorized Representative of the Commission has actual knowledge thereof.

Other Invalidity. (i) Any material provision of the Charter, the TD Bank A-4 Liquidity Facility, the Revolving Note, the Term Note, any Series A -4 Note, the Series A -4 Issuing and Paying Agent Agreement, the Resolutions, the City Legislation or the Fee Letter (other than a provision referred to in “TD BANK A-4 LIQUIDITY FACILITY—Immediate Termination Events—Invalidity”), is declared to be null and void, invalid or unenforceable as the result of a final nonappealable judgment by any federal or

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state court or as a result of any legislative or administrative action by any Governmental Authority having jurisdiction over the Commission; or (ii) an Authorized Representative of the Commission (A) contests any material provision of the Charter, the TD Bank A-4 Liquidity Facility, the Revolving Note, the Term Note, any Series A-4 Note, the Series A-4 Issuing and Paying Agent Agreement, the Resolutions or the Fee Letter (other than a provision referred to in “TD BANK A- 4 LIQUIDITY FACILITY—Immediate Termination Events—Invalidity”) or (B) repudiates or otherwise denies in writing that it has any further liability or obligation under o r with respect to any material provision of the Charter, the TD Bank A- 4 Liquidity Facility, the Revolving Note, the Term Note, any Series A-4 Note, the Series A-4 Issuing and Paying Agent Agreement, the Resolutions or the Fee Letter (other than a provisio n referred to in “ TD BANK A- 4 LIQUIDITY FACILITY —Immediate Termination Events —Invalidity”); or (iii) the State or the Commission has taken or permitted to be taken any official action, or has duly enacted any statute, which would adversely affect the enforceability of any material provision of relating to the Charter, the TD Bank A-4 Liquidity Facility, the Revolving Note, the Term Note, any Series A -4 Note, the Series A-4 Issuing and Paying Agent Agreement, the Resolutions or the Fee Letter (other than a provision referred to in “TD BANK A- 4 LIQUIDITY FACILITY —Immediate Termination Events —Invalidity”); (iv) any Governmental Authority with jurisdiction to rule on the validity or enforceability of the Charter, the TD Bank A-4 Liquidity Facility, the Revolving Note, the Term Note, any Series A -4 Note, the Series A -4 Issuing and Paying Agent Agreement, the Resolutions, the City Legislation or the Fee Letter finds or rules, in a judicial or administrative proceeding, that any material provision of the Charter, th e TD Bank A-4 Liquidity Facility, the Revolving Note, the Term Note, any Series A -4 Note, the Series A -4 Issuing and Paying Agent Agreement, the Resolutions , the City Legislation or the Fee Letter (other than a provision referred to in “ TD BANK A-4 LIQUIDITY FACILITY—Immediate Termination Events—Invalidity” is not valid or not binding on, or enforceable against, the Commission or (v) a debt moratorium or comparable extraordinary restriction on repayment of debt has been declared or imposed (whether or not i n writing) with respect to the Fee Letter, the Series A -4 Notes, the Term Note, the Revolving Note, any Advance or any Term Loan.

Other Cross-Defaults. The Commission fails to pay when due and payable (i) any principal of or interest on any Debt (other than Senior Debt or Parity Debt) in excess of $10,000,000 of the Commission and such failure continues beyond any applicable period of grace specified in any underlying indenture, contract or instrument providing for the creation thereof or (ii) any principa l on any Commercial Paper Notes or Other Commercial Paper Notes (other than the Series A-4 Notes).

Basic Document Default. (i) The Commission defaults in the due performance or observance of any material term, covenant or agreement contained in any other Basic Document and the same is not cured within any applicable cure period or (ii) any “event of default” under any other Basic Document (as defined respectively therein) has occurred.

Other Payments. The Commission fails to pay (i) any amount required pursuant to the Fee Letter when said amount is due and payable or (ii) any amount payable under the TD Bank A-4 Liquidity Facility within five (5) days after the same is due and after written demand by TD Bank in respect thereof, other than payments described in “TD BANK A-4 LIQUIDITY FACILITY—Immediate Termination Events— Payments” and clause (i) of this paragraph.

Taxability. A ruling, assessment, notice of deficiency or technical advice by the Internal Revenue Service is rendered to the effect that interes t on the Series A-4 Notes is includable in the gross income of the holder(s) or owner(s) of such Series A-4 Notes and either (i) the Commission, after it has been notified by the Internal Revenue Service, does not challenge such ruling, assessment, notice or advice in a court of law during the period within which such challenge is permitted or (ii) the Commission challenges such ruling, assessment, notice or advice and a court of law shall make a determination, not subject to appeal or review by another court of law, that such ruling, assessment, notice or advice is correctly rendered.

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Other Insolvency. (i) There is commenced against the Commission any case, proceeding or other action of a nature referred to in “ TD BANK A- 4 LIQUIDITY FACILITY— Immediate Term ination Events—Insolvency, Etc.” above which (A) results in an order for such relief or in the appointment of a receiver or similar official or (B) remains undismissed, undischarged or unbonded for a period of sixty (60) days; or (ii) there is commenced against the Commission, any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets or for all or any portion of the Pledged Revenues, which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof.

Ratings. The long-term credit ratings assigned by Moody’s or S&P to unenhanced Parity Debt or unenhanced Senior Debt shall be (i) reduced below “A3” (or its equivalent) or “A-” (or its equivalent)” or (ii) withdrawn or suspended for any credit related reasons; provided, that nothing in the TD Bank A-4 Liquidity Facility shall require the Commission to maintain a long -term rating on Parity Debt, so long as the only Parity Debt outstanding is the Commercial Paper Notes and related credit and liquidity facilities.

Cross Acceleration . The Commission (i) defaults in the observance or pe rformance of any agreement or condition relating to any Wastewater Enterprise Debt or contained in any instrument or agreement evidencing, securing or relating thereto, or any other default, event of default or similar event occurs or condition exists, the effect of which default, event of default or similar event or condition is to permit (determined without regard to whether any notice is required) any such Wastewater Enterprise Debt to become immediately due and payable in full as the result of the accel eration, mandatory redemption or mandatory tender of such Wastewater Enterprise Debt; or (ii) defaults in the observance or performance of any agreement or condition relating to any Debt (other than Wastewater Enterprise Debt) aggregating in excess of $10,000,000, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other default, event of default or similar event occurs or condition exists, the effect of which default, event of default or similar event or condition is to permit (determined without regard to whether any notice is required) any such Debt to become immediately due and payable in full as the result of the acceleration, mandatory redemption or mandatory tender of such Debt (other than Wastewater Enterprise Debt).

Remedies
(a) Immediate Termination Events . In the case any Event of Default which is an Immediate Termination Event has occurred, (i) the Commitment will immediately and automatically terminate, without notice from TD Bank, and (ii) all amounts due under the TD Bank A-4 Liquidity Facility, the Fee Letter and under the Revolving Note and the Term Note will immediately become due and payable; provided, that the Event of Default described in clause (B) of “TD BANK A-4 LIQUIDITY FACILITY—Immediate Termination Events—Payments.” will not qualify as an “Immediate Termination Event” under the TD Bank A-4 Liquidity Facility if the failure to pay the principal of, or interest on, the Revolving Note, the Term Note, any Advance or any Term Loan is due solely to an acceleration thereof by TD Bank for any reason other than the failure to pay the principal of, or interest on, the Revolving Note, the Term Note, any Advance or any Term Loan; provided, further , that the Event of Default described in TD BANK A-4 LIQUIDITY FACILITY—Immediate Termination Events—Cross-Default to Senior Debt or Parity Debt.” will not qualify as an “Immediate Termination Event” under the TD Bank A-4 Liquidity Facility if the failure to pay the principal of, or interest on, such Senior Debt or Parity Debt is due solely to an acceleration thereof by a provider of credit enhancement or liquidity support with respect thereto for any reason other than the failure to pay the principal of, or interest on, such Senior Debt or Parity Debt.

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(b) Suspension Events . In the case of a Default described in “TD BANK A- 4 LIQUIDITY FACILITY—Other Events of Default—Other Insolvency.” (a “Suspension Event”), the Commitment will be immediately suspended without notice or demand and, thereafter, TD Bank will be under no obligation to make Advances or Term Loans under the TD Bank A- 4 Liquidity Facility until the Available Commitment is reinstated as described in the TD Bank A-4 Liquidity Facility. Promptly upon the occurrence of any such Suspension Event, TD Bank will notify the Commission, the Series A-4 Issuing and Paying Agent and the Dealer of such suspension and the effective date of such suspension in writing by facsimile, promptly confirmed by regular mail; provided, that TD Bank will incur no liability of any kind by reason of its failure to give such notice and such failure will in no way affect the suspension of the Available Commitment or its obligation to make Advances or Term Loans pursuant to the TD Bank A-4 Liquidity Facility. The Commission will promptly direct the Series A-4 Issuing and Paying Agent to notify all Holders of a suspension of the obligation of TD Bank to make Advances and Term Loans as a result of the occurrence of such Suspension Event. Upon the occurrence of a Suspension Event, the Commitment will immediately and automatically suspended and remain suspended until the case, proceeding or other action referred to therein is either dismissed, discharged or bonded within sixty (60) days from the commencement of such case, proceeding or action, or the date on which TD Bank’s obligations under the TD Bank A- 4 Liquidity Facility have terminated or expired in accordance with the terms hereof (the “Termination Date”) occurs, whichever is first. In the event that said Suspension Event has been dismissed, discharged or bonded within the sixty (60) day period described therein and prior to the Termination Date, then the Available Commitment and the obligation of TD Bank to make Advances and Term Loans will be reinstated and the terms of the TD Bank A-4 Liquidity Facility will continue in full force and ef fect as if there had been no such suspension (unless the Commitment Period will otherwise have been terminated, suspended or expired as provided in the TD Bank A-4 Liquidity Facility). In the event that said Suspension Event is not dismissed, discharged o r bonded within said sixty (60) day period when the Termination Date occurs, then the Available Commitment and the obligation of TD Bank to make Advances and Term Loans will terminate on the Termination Date without notice or demand and, thereafter, TD Bank will be under no obligation to make such Advances and Term Loans under the TD Bank A-4 Liquidity Facility.
(c) All Events of Default. In the case of any Event of Default, including any Immediate Termination Event or a Suspension Event that has occurred and is continuing, TD Bank (i) may by written notice to the Commission declare all amounts due under the TD Bank A- 4 Liquidity Facility, under the Fee Letter or under the Revolving Note or the Term Note to be immediately due and payable, whereupon the same will immediately become due and payable, (ii) may by written notice to the Commission and the Series A -4 Issuing and Paying Agent (an “ EoD No-Issuance Notice”) in substantially the form of Exhibit H to the TD Bank A-4 Liquidity Facility declare the Commitment to be reduced to the principal amount of Series A-4 Notes then outstanding and to be permanently reduced further on the maturity date of each such Series A-4 Notes by an amount equal to the principal amount of such Series A-4 Notes with the Commitment to be terminated upon the last maturity date applicable to all such Series A -4 Notes, (iii) may petition a court of competent jurisdiction to issue a mandamus order to the Commission to compel specific performance of the covenants of the Commission contained in the Resolutions or herein and (iv) may pursue any other rights or remedies under the TD Bank A-4 Liquidity Facility, the Fee Letter, the Resolutions, any other Basic Document, applicable law or otherwise. Except as expressly provided in the TD Bank A-4 Liquidity Facility, procurement, demand, protest and all other notices of every kind are expressly waived in the TD Bank A-4 Liquidity Facility. Following receipt of an EoD No-Issuance Notice, the Commission shall not issue any additional Series A-4 Notes.

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(d) Timing of EoD No-Issuance Notice. An EoD No-Issuance Notice that is received by the Commission at or before 3:00 p.m. (New York City time) will be effective when received.

An EoD No-Issuance Notice that is received by Commission after 3:00 p.m. (New York City time) will not be effective until the opening of business on the next succeeding Business Day. (e) Copies of Notices. Concurrently with the occurrence of an Immediate Termination Event pursuant to the TD Bank A-4 Liquidity Facility or an EoD No-Issuance Notice pursuant to the TD Bank A-4 Liquidity Facility, the Commission will give notice to the Series A-4 Issuing and Paying Agent and the Dealers.

In addition, concurrently with giving such notice to the Commission and the Series A-4 Issuing and Paying Agent, TD Bank will provide a copy thereof to the Dealers at their respective addresses referred to in the TD Bank A-4 Liquidity Facility; provided, however, that TD Bank will not incur any liability as a result of its failure to provide a copy of such a notice in accordance with this sentence.

Related Covenants
Under the related Series A-4 Issuing and Paying Agent Agreement, the Commission covenants to maintain in effect the TD Bank A-4 Liquidity Facility or an Alternate Facility meeting the requirements of such Series A-4 Issuing and Paying Agent Agreement at al l times that Series A -4 Notes are Outstanding thereunder. The Commission further covenants that if it is unable to obtain a commitment for an Alternate Facility at least 90 days prior to the Commitment Expiration Date, it shall use its best efforts, to the extent permitted by law, to endeavor to refinance such outstanding Series A -4 Notes or Bank Notes, as the case may be.

The Commission shall deliver written notice of a proposed Alternate Facility to the Series A -4 Issuing and Paying Agent, TD Bank, the City and each Dealer not less than 45 days prior to the substitution date. The Series A -4 Issuing and Paying Agent shall deliver written notice of such substitution to the registered Holders of Series A-4 Notes at least 30 days prior to the substitution date. [Remainder of page left blank intentionally.]

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BANK FACILITY FOR THE SERIES A-6 COMMERCIAL PAPER NOTES

STATE STREET A-6 LIQUIDITY FACILITY
The Commission has entered into a dedicated liquidity facility (the “State Street A -6 Liquidity Facility”) with State Street Bank and Trust Company (“State Street”) to provide back -up liquidity to pay principal of maturing Subseries A-6 Notes and maturing Subseries A-6-T Notes. The Series A-6 Notes are issued pursuant to the terms of the Issuing and Paying Agent Agreement, dated as of October 1, 2014, and as amended and supplemented by the First Supplement to Issuing and Paying Agent Agreement, dated as of October 15 , 2019 (together, the “Series A -6 Issuing and Paying Agent Agreement”), by and between U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as issuing and paying agent (the “Series A -6 Issuing and Paying Agent”), and the Commission.

The following description is a summary of certain provisions of the State Street A -6 Liquidity Facility. Such summary does not purport to be a complete description or restatement of the material provisions of the State Street A-6 Liquidity Facility. Investors should obtain and review a copy of the State Street A-6 Liquidity Facility in order to understand all of the terms of such document. All capitalized terms appearing under this heading “STATE STREET A -6 LIQUIDITY FACILITY” shall have the meanings assigned to them in the State Street A-6 Liquidity Facility.

The Commission has entered into the State Street A -6 Liquidity Facility with State Street. The State Street A -6 Liquidity Facility can be drawn upon by the Commission, subject to compliance with certain conditions as specified in the State Street A-6 Liquidity Facility, in an amount up to the Commitment of $200,000,000 solely to fund the payment by the Commission of the principal of any maturing Series A- 6 Notes at the stated maturity thereof. The State Street A-6 Liquidity Facility may not be drawn on for any other purpose.

All interest payments on outstanding Series A -6 Notes will be paid from Available Wastewater Enterprise Revenues of the Commission. The stated Commitment Expiration Date of the State Street A-6 Liquidity Facility is October 10, 2024, unless sooner terminated or later extended pursuant to its terms. In the event the Commission issues Subordinated Wastewater Bonds, and after State Street has provided notice to the Commission and the Issuing and Paying Agent, the commitment under the State Street A-6 Liquidity Facility will be reduced to the principal amount of the Series A-6 Notes then outstanding. Upon the maturity date of such Series A -6 Notes, the commitment will be permanently reduced further and upon the final maturity of such Series A -6 Notes, the commitment under the State Street A -6 Liquidity Facility will be terminated. Following receipt of such notice, the Commission will not issue any additional Series A -6 Notes while the State Street A-6 Liquidity Facility is in effect.

Immediate Termination Events
The following constitute Immediate Termination Events under the State Street A -6 Liquidity Facility:

Payments. The Commission (A) fails to pay any amount of interest on any Series A-6 Note when the same becomes due and payable in accordance with its terms, or (B) fails to pay principal of, or interest on, the Revolving Note, the Term Note, any Advance or any Term Loan when the same becomes due and payable in accordance with its terms;
Invalidity. (A) Any provision of the Charter, the State Street A-6 Liquidity Facility, the Revolving Note, the Term Note, any Series A -6 Note, the Series A -6 Issuing and Paying Agent Agreement or the

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Resolutions relating to (x) the ability or the obligation of the Commission to pay, when due, the principal of or interest on the Series A-6 Notes, the Term Note, the Revolving Note, any Advance or any Term Loan or (y) the lien on or pledge of the Pledged Revenues, at any time, and for any reason, ceases to be valid and binding on the Commission, or is declared to be null and void, invalid or unenforceable as the result of a final nonappealable judgment by any federal or state court or as a result of any legislative or administrative action by any Governmental Authority having jurisdiction over the Commission; or (B) an Authorized Representative of the Commission (i) publicly contests or contests in writing any provision of the Charter, the State Street A-6 Liquidity Facility, the Revolving Note, the Term Note, any Series A-6 Note, the Series A-6 Issuing and Paying Agent Agreement or the Resolutions relating to (x) the ability or the obligation of the Commission to pay, when due, the principal of or interest on the Series A-6 Notes, the Term Note, the Revolving Note, any Advance or any Term Loan or (y) the lien on or pledge of the Pledged Revenues or (ii) publicly repudiates or otherwise denies in writing that it has any further liability or obligation under or with respect to any provision of the Charter, the State Street A -6 Liquidity Facility, the Revolving Note, the Term Note, any Series A-6 Note, the Series A-6 Issuing and Paying Agent Agreement or the Resolutions relating to (x) the ability or the obligation of the Commission to pay, when due, the principal of or interest on the Series A -6 Notes, the Term Note, the Revolving Note, any Advance or any Term Loan or (y) the lien on or pledge of the Pledged Revenues; or (C) the State or the Commission has taken or permitted to be taken any official action, or has duly enacted any statute, which would adversely affect the enforceability of any provision of the Charter, the State Street A-6 Liquidity Facility, the Revolving Note, the Term Note, any Series A -6 Note, the Series A -6 Issuing and Paying Agent Agreement or the Resolutions relating to (x) the ability or the ob ligation of the Commission to pay, when due, the principal of or interest on the Series A-6 Notes, the Term Note, the Revolving Note, any Advance or any Term Loan or (y) the lien on or pledge of the Pledged Revenues; or (D) any Governmental Authority with jurisdiction to rule on the validity or enforceability of the Charter, the State Street A-6 Liquidity Facility, the Revolving Note, the Term Note, any Series A-6 Note, the Series A-6 Issuing and Paying Agent Agreement or the Resolutions finds or rules, in a judicial or administrative proceeding, that any provision of the Charter, the State Street A-6 Liquidity Facility, the Revolving Note, the Term Note, any Series A-6 Note, the Series A-6 Issuing and Paying Agent Agreement or the Resolutions, as the case m ay be, relating to (x) the ability or the obligation of the Commission to pay, when due, the principal of or interest on the Series A -6 Notes, the Term Note, the Revolving Note, any Advance or any Term Loan or (y) the lien on or pledge of the Pledged Revenues, is not valid or not binding on, or enforceable against, the Commission; Insolvency, Etc. The Commission or the City and County of San Francisco, directly or indirectly, becomes insolvent or admits in writing its inability to pay its debts as they mature or declares a moratorium on the payment of its debts or apply for, consent to or acquiesce in the appointment of a trustee, custodian, liquidator or receiver for itself or any substantial part of its property, or takes any action to authorize or effect any of the foregoing; or in the absence of any such application, consent or acquiescence, a trustee, custodian, liquidator or receiver is appointed for it or for a substantial part of its property or revenues and is not discharged within a period of sixty (60) days; or the State or any other governmental authority having jurisdiction over the Commission or the City and County of San Francisco imposes a debt moratorium or comparable extraordinary restriction on repayment when due and payable of the principal of or interest on all Debt of the Commission and all of the Series A -6 Notes; or all, or any substantial part, of the property of the Commission or the City and County of San Francisco is condemned, seized, or otherwise appropriated, or any bankruptcy, reorganization, debt arrangement or other proceeding under any bankruptcy or insolvency law or any dissolution or liquidation proceeding is instituted by or against the Commission or the City and County of San Francisco (or any action is taken to authorize or effect the institution by it of any of the foregoing) and if instituted against it, shall be consented to or acquiesced in by it, or shall not be dismissed within a period of sixty (60) days; Cross-Default to Senior Debt or Parity Debt. The Commission fails to pay, when due and payable, any principal of or interest on any Senior Debt or any Parity Debt (including, without limitation, any

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principal or sinking fund installments thereon but excluding Commercial Paper Notes and Other Commercial Paper Notes);
Cross-Default to Commercial Paper Notes. The Commission fails to pay, when due and payable, any interest on any Commercial Paper Notes or Other Commercial Paper Notes (other than as specified in clause (A) of “STATE STREET A -6 LIQUIDITY FACILITY —Immediate Termination Events — Payments” above);
Unsatisfied Judgments. A final, nonappealable, judgment or order for the payment of money in excess of $10,000,000 is rendered against the Commission and payable from Pledged Revenues and such judgment or order continues unsatisfied and unstayed for a period of sixty (60) days; or Ratings. The long-term credit ratings assigned by Moody’s and Standard & Poor’s to unenhanced Parity Debt, unenhanced Subordinated Wastewater Bonds or unenhanced Senior Debt is (A) reduced below “Baa3” (or its equivalent) and “BBB -” (or its equivalent) or (B) withdrawn or suspended for any credit related reasons; provided, that nothing in the State Street A -6 Liquidity Facility requires the Commission to maintain a long-term rating on Parity Debt, so long as the only Parity Debt outstanding is the Commercial Paper Notes and related credit and liquidity facilities.

Other Events of Default
The following, together with the Immediate Termination Events and the Suspension Events, constitute Events of Default under the State Street A-6 Liquidity Facility:

Representations Untrue. Any representation, warranty, certification or statement made by the Commission in the State Street A -6 Liquidity Facility or in any Basic Document or in any certificate, financial statement or other document delivered pursuant to the State Street A -6 Liquidity Facility or any Basic Document was (in any such case) incorrect or untrue in any material respect when made or deemed to have been made.

Certain Covenant Defaults. The Commission defaults in the due performance or observance of any term, covenant or agreement contained in certain clauses of the State Street A-6 Liquidity Facility.

Other Covenant Defaults. The Commission defaults in the due performance or observance of any term, covenant or agreement contained in the State Street A-6 Liquidity Facility (other than those covered as set forth under “STATE STREET A -6 LIQUIDITY FACILITY —Immediate Termination Events — Payments” or “Other Events of Default —Certain Covenant Defaults” above) and such default, if capable of being remedied, remains unremedied for thirty (30) days after the earlier to occur of (i) written notice thereof has given to the Commission by State Street or (ii) an Authorized Representative of the Commission has actual knowledge thereof.

Other Invalidity. (i) Any material provision of the Charter, the State Street A-6 Liquidity Facility, the Revolving Note, the Term Note, any Series A -6 Note, the Series A -6 Issuing and Paying Agent Agreement, the Resolutions or the Fee Letter (other than a provision referred to in “STATE STREET A-6 LIQUIDITY FACILITY—Immediate Termination Events —Invalidity”), is declared to be null and void, invalid or unenforceable as the result of a final nonappealable judgment by any federal or state court or as a result of any legislative or administrative action by any Governmental Authority having jurisdiction over the Commission; or (ii) an Authorized Representative of the Commission (A) contests any material provision of the Charter, the State Street A -6 Liquidity Facility, the Revolving Note, the Term Note, any Series A-6 Note, the Series A -6 Issuing and Paying Agent Agreement, the Resolutions or the Fee Letter (other than a provision referred to in “STATE STREET A -6 LIQUIDITY FACILITY —Immediate

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Termination Events—Invalidity”) or (B) repudiates or otherwise denies in writing that it has any further liability or obligation under or with respect to any material provision of the Charter, the State Street A -6 Liquidity Facility, the Revolving Note, the Term Note, any Series A -6 Note, the S eries A-6 Issuing and Paying Agent Agreement, the Resolutions or the Fee Letter (other than a provision referred to in “STATE STREET A-6 LIQUIDITY FACILITY—Immediate Termination Events—Invalidity”); or (iii) the State or the Commission has taken or permitted to be taken any official action, or has duly enacted any statute, which would adversely affect the enforceability of any material provision of relating to the Charter, the State Street A-6 Liquidity Facility, the Revolving Note, the Term Note, any Series A-6 Note, the Series A-6 Issuing and Paying Agent Agreement, the Resolutions or the Fee Letter (other than a provision referred to in “STATE STREET A -6 LIQUIDITY FACILITY —Immediate Termin ation Events —Invalidity”); (iv) any Governmental Authority with jurisdiction to rule on the validity or enforceability of the Charter, the State Street A-6 Liquidity Facility, the Revolving Note, the Term Note, any Series A-6 Note, the Series A-6 Issuing and Paying Agent Agreement, the Resolutions or the Fee Letter finds or rules, in a judicial or administrative proceeding, that any material provision of the Charter, the State Street A-6 Liquidity Facility, the Revolving Note, the Term Note, any Series A -6 Note, the Series A -6 Issuing and Paying Agent Agreement, the Resolutions or the Fee Letter (other than a provision referred to in “STATE STREET A-6 LIQUIDITY FACILITY—Immediate Termination Events—Invalidity” is not valid or not binding on, or enforceable against, the Commission or (v) a debt moratorium or comparable extraordinary restriction on repayment of debt has been declared or imposed (whether or not in writing) with respect to the Fee Letter, the Series A-6 Notes, the Term Note, the Revolving Note, any Advance or any Term Loan.

Other Cross-Defaults. The Commission fails to pay when due and payable (i) any principal of or interest on any Debt (other than Senior Debt or Parity Debt) in excess of $10,000,000 of the Commission and such failure continues beyond any applicable period of grace specified in any underlying i ndenture, contract or instrument providing for the creation thereof or (ii) any principal on any Commercial Paper Notes or Other Commercial Paper Notes (other than the Subseries A-6 Notes or Subseries A-6-T Notes).

Basic Document Default. (i) The Commission defaults in the due performance or observance of any material term, covenant or agreement contained in any other Basic Document and the same is not cured within any applicable cure period or (ii) any “event of default” under any other Basic Document (as defined respectively therein) has occurred.

Other Payments. The Commission fails to pay (i) any amount required pursuant to the Fee Letter when said amount is due and payable or (ii) any amount payable under the State Street A -6 Liquidity Facility within five (5) Business Days after the same is due and after written demand by State Street in respect thereof, other than payments described in “STATE STREET A -6 LIQUIDITY FACILITY — Immediate Termination Events—Payments” and clause (i) of this paragraph.

Taxability. A ruling, assessment, notice of deficiency or technical advice by the Internal Revenue Service is rendered to the effect that interest on the Series A -6 Notes is includable in the gross income of the holder(s) or owner(s) of such Series A-6 Notes and either (i) the Commission, after it has been notified by the Internal Revenue Service, does not challenge such ruling, assessment, notice or advice in a court of law during the period within which such challenge is permitted or (ii) the Commission challenges such ruling, assessment, notice or advice and a court of law shall make a determination, not subject to appeal or review by another court of law, that such ruling, assessment, notice or advice is correctly rendered.

Other Insolvency. (i) There is commenced against the Commission any case, proceeding or other action of a nature referred to in “STATE STREET A-6 LIQUIDITY FACILITY—Immediate Termination Events—Insolvency, Etc.” above which (A) results in an order for such relief or in the appointment of a receiver or similar official or (B) remains undismissed, undischarged or unbonded for a period of sixty (60) days; or (ii) there is commenced against the Commission, any case, proceeding or other action seeking

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issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets or for all or any portion of the Pledged Revenues, which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof.

Ratings. The long-term credit ratings assigned by Moody’s or Standard & Poor’s to unenhanced Parity Debt or unenhanced Senior Debt shall be (i) reduced below “Baa2” (or its equivalent) or “BBB” (or its equivalent)” or (ii) withdrawn or suspended for any credit related reasons; provided, that nothing in the State Street A-6 Liquidity Facility shall require the Commission to maintain a long- term rating on Parity Debt, so long a s the only Parity Debt outstanding is the Commercial Paper Notes and related credit and liquidity facilities.

Cross Acceleration . The Commission (i) defaults in the observance or performance of any agreement or condition relating to any Wastewater Enterprise Debt or contained in any instrument or agreement evidencing, securing or relating thereto, or any other default, event of default or similar event occurs or condition exists, the effect of which default, event of default or similar event or condition i s to permit (determined without regard to whether any notice is required) any such Wastewater Enterprise Debt to become immediately due and payable in full as the result of the acceleration, mandatory redemption or mandatory tender of such Wastewater Enterprise Debt; or (ii) defaults in the observance or performance of any agreement or condition relating to any Debt (other than Wastewater Enterprise Debt) aggregating in excess of $10,000,000, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other default, event of default or similar event occurs or condition exists, the effect of which default, event of default or similar event or condition is to permit (determined without regard to whether any notice is required) any such Debt to become immediately due and payable in full as the result of the acceleration, mandatory redemption or mandatory tender of such Debt (other than Wastewater Enterprise Debt).

Remedies
(a) Immediate Termination Events . In the case any Event of Default which is an Immediate Termination Event has occurred, (i) the Commitment will immediately and automatically terminate, without notice from State Street, and (ii) all amounts due under the State Street A-6 Liquidity Facility, the Fee Letter and under the Revolving Note and the Term Note will immediately become due and payable; provided, that the Event of Default described in clause (B) of “STATE STREET A-6 LIQUIDITY FACILITY—Immediate Termination Events—Payments.” will not qualify as an “Immediate Termination Event” under the State Street A-6 Liquidity Facility if the failure to pay the principal of, or interest on, the Revolving Note, the Term Note, any Advance or any Term Loan is due solely to an acceleration thereof by State Street for any reason other than the failure to pay the principal of, or interest on, the Revolving Note, the Term Note, any Advance or any Term Loan; provided, further, that the Event of Default described in STATE STREET A-6 LIQUIDITY FACILITY—Immediate Termination Events—Cross-Default to Senior Debt or Parity Debt.” will not qualify as an “Immediate Termination Event” under the State Street A-6 Liquidity Facility if the failure to pay the principal of, or interest on, such Senior Debt or Parity Debt is due solely to an acc eleration thereof by a provider of credit enhancement or liquidity support with respect thereto for any reason other than the failure to pay the principal of, or interest on, such Senior Debt or Parity Debt.
(b) Suspension Events. In the case of a Default described in “STATE STREET A-6 LIQUIDITY FACILITY—Other Events of Default—Other Insolvency.” (a “Suspension Event”), the Commitment will be immediately suspended without notice or demand and, thereafter, State Street will be under no obligation to make A dvances or Term Loans under the State Street A -6 Liquidity Facility until the Available Commitment is reinstated as described in the State Street A-

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6 Liquidity Facility. Promptly upon the occurrence of any such Suspension Event, State Street will notify the Commission, the Series A-6 Issuing and Paying Agent and the Dealer of such suspension and the effective date of such suspension in writing by facsimile, promptly confirmed by regular mail; provided, that State Street will incur no liability of any kind by reason of its failure to give such notice and such failure will in no way affect the suspension of the Available Commitment or its obligation to make Advances pursuant to the State Street A -6 Liquidity Facility . The Commission will promptly direct the Series A-6 Issuing and Paying Agent to notify all Holders of a suspension of the obligation of State Street to make Advances and Term Loans as a result of the occurrence of such Suspension Event . Upon the occurrence of a Suspension Event, the Commitment will immediately and automatically suspended and remain suspended until the case, proceeding or other action referred to therein is either dismissed, discharged or bonded within sixty (60) days from the commencement of such case, proceeding or action, or the date on which State Street’s obligations under the State Street A -6 Liquidity Facility have terminated or expired in accordance with the terms hereof (the “Termination Date”) occurs, whichever is first. In the event that said Suspension Event has been d ismissed, discharged or bonded within the sixty (60) day period described therein and prior to the Termination Date, then the Available Commitment and the obligation of State Street to make Advances and Term Loans will be reinstated and the terms of the State Street A-6 Liquidity Facility will continue in full force and effect as if there had been no such suspension (unless the Commitment Period will otherwise have been terminated, suspended or expired as provided in the State Street A-6 Liquidity Facility). In the event that said Suspension Event is not dismissed, discharged or bonded within said sixty (60) day period when the Termination Date occurs, then the Available Commitment and the obligation of State Street to make Advances and Term Loans will terminate on the Termination Date without notice or demand and, thereafter, State Street will be under no obligation to make such Advances and Term Loans under the State Street A-6 Liquidity Facility.
(c) All Events of Default. In the case of any Event of Default, including any Immediate Termination Event or a Suspension Event that has occurred and is continuing, State Street (i) may by written notice to the Commission declare all amounts due under the State Street A -6 Liquidity Facility, under the Fee Letter or under the Revolving Note or the Term Note to be immediately due and payable, whereupon the same will immediately become due and payable, (ii) may by written notice to the Commission and the Series A -6 Issuing and Paying Agent (an “ EoD No-Issuance Notice”) in substantially the form of Exhibit H-1 to the State Street A-6 Liquidity Facility declare the Commitment to be reduced to the principal amount of Series A -6 Notes then outstanding and to be permanently reduced further on the maturity date of each such Series A-6 Notes by an amount equal to the principal amount of such Series A-6 Notes with the Commitment to be terminated upon the last maturity date applicable to all such Series A-6 Notes, (iii) may petition a court of competent jurisdiction to issue a mandamus order to the Commission to compel specific performance of the covenants of the Commission contained in the Resolutions or herein and (iv) may pursue any other rights or remedies under the State Street A-6 Liquidity Facility, the Fee Letter, the Resolutions, any other Basic Document, applicable law or otherwise. Except as expressly provided in the State Street A-6 Liquidity Facility, procurement, demand, protest and all other notices of every kind are expressly waived in the State Street A -6 Liquidity Facility . Following receipt of a n EoD No- Issuance Notice, the Commission shall not issue any additional Series A-6 Notes. (d) Timing of EoD No-Issuance Notice. An EoD No-Issuance Notice that is received by the Commission at or before 3:00 p.m. (New York City time) will be effective when received.

An EoD No-Issuance Notice that is received by Commission after 3:00 p.m. (New York City time) will not be effective until the opening of business on the next succeeding Business Day.

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(e) Copies of Notices. Concurrently with the occurrence of an Immediate Termination Event pursuant to the State Street A -6 Liquidity Facility or an EoD No-Issuance Notice pursuant to the State Street A-6 Liquidity Facility, the Commission will give notice to the Series A-6 Issuing and Paying Agent and the Dealers.

In addition, concurrently with giving such notice to the Commission and the Series A-6 Issuing and Paying Agent, State Street will provide a copy thereof to the Dealers at their respective addresses referred to in the State Street A-6 Liquidity Facility; provided, however, that State Street will not incur any liability as a result of its failure to provide a copy of such a notice in accordance with this sentence.

Related Covenants
Under the related Series A-6 Issuing and Paying Agent Agreement, the Commission covenants to maintain in effect the State Street A-6 Liquidity Facility or an Alternate Facility meeting the requirements of such Series A-6 Issuing and Paying Agent Agreement at all times that Series A-6 Notes are Outstanding thereunder. The Commission will further covenant that if it is unable to obtain a binding commitment for an Alternate Facility at least 90 days prior to the Commitment Expiration Date, it shall use its best efforts, to the extent permitted by law, to endeavor to refinance such outstanding Series A-6 Notes or Bank Notes, as the case may be.

The Commission shall deliver written notice of a proposed Alternate Faci lity to the Series A -6 Issuing and Paying Agent, State Street, the City and each Dealer not less than 45 days prior to the substitution date. The Series A-6 Issuing and Paying Agent shall deliver written notice of such substitution to the registered Holders of Series A-6 Notes at least 30 days prior to the substitution date. [Remainder of page left blank intentionally.]

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BANK FACILITY FOR THE SERIES A-7 COMMERCIAL PAPER NOTES

SMBC A-7 LETTER OF CREDIT
AND SMBC A-7 REIMBURSEMENT AGREEMENT
The Commission has entered into a reimbursement agreement (the “SMBC A-7 Reimbursement Agreement”) with SMBC, pursuant to which SMBC has issued an irrevocable direct -pay letter of credit (the “SMBC A-7 Letter of Credit”) for the account of the Commission supporting the payment of principal of and interest due thereon at maturity or upon acceleration of Series A-7 Notes. The Series A-7 Notes are issued pursuant to the terms of the Issuing and Paying Agent Agreement, dated as of June 1, 2017 (the “Series A-7 Issuing and Paying Agent Agreement”), by and between U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as issuing and paying agent (the “Series A-7 Issuing and Paying Agent”), and the Commission.

The following description is a summary of certain provisions of the SMBC A-7 Letter of Credit and SMBC A-7 Reimbursement Agreement. Such summary does not purport to be a complete description or restatement of the material provisions of the SMBC A-7 Letter of Credit and SMBC A-7 Reimbursement Agreement. Investors should obtain and review copies of the SMBC A-7 Letter of Credit and SMBC A-7 Reimbursement Agreement in order to understand all of the terms of those documents. All capit alized terms appearing under this heading “ SMBC A- 7 LETTER OF CREDIT AND SMBC A- 7 REIMBURSEMENT AGREEMENT” not otherwise defined herein shall have the meanings assigned to them in the related document.

SMBC A-7 Letter of Credit
The SMBC A-7 Letter of Credit is an irrevocable transferable obligation of SMBC Mitsui Banking Corporation, acting through its New York Branch and supports the Series A-7 Notes only. The SMBC A- 7 Letter of Credit was issued in an amount equal to the maximum principal amount of the Series A-7 Notes plus 270 days’ interest thereon at the rate of 12% per annum calculated on the basis of a year of 365 days (the “Stated Amount”). The Series A-7 Issuing and Paying Agent is authorized to draw on SMBC in an aggregate amount not to exceed the Stated Amount of the SMBC A-7 Letter of Credit and in accordance with the terms and conditions and subject to the reductions and reinstatements in amount as set forth in the SMBC A-7 Letter of Credit, in one or more Drawings (as defined in the SMBC A-7 Letter of Credit), payable as set forth in the SMBC A-7 Letter of Credit on any Business Day (as defined in the SMBC A-7 Letter of Credit), by presentation of the appropriate certifications, (i) for the payment at maturity of the principal of and interest at maturity on Series A-7 Notes, (ii) for the payment at maturity of the principal of and interest to maturity on Series A-7 Notes that otherwise mature on or after the date that the Series A -7 Issuing and Paying Agent receives the Final Drawing Notice (as defined in the SMBC A-7 Letter of Credit) from SMBC, or (iii) for (x) the payment of the principal of and interest due upon acceleration of certain of the Series A-7 Notes (each an “Acceleration Drawing”) or (y) the payment of the principal of and interest due upon acceleration of all outstanding Series A-7 Notes (the “Final Acceleration Drawing”), in each case an aggregate amount not exceeding the Stated Amount of the SMBC A-7 Letter of Credit.

Upon SMBC honoring any Drawing, the Stated Amount and the amount available to be drawn under the SMBC A-7 Letter of Credit for subsequent Drawings will be automatically decreased by an amount equal to the amount of such Drawing. In connection therewith, the Stated Amount and the amounts from time to time available to be drawn under the SMBC A-7 Letter of Credit (except in the case of the Final Acceleration Drawing or a Drawing resulting from the delivery of the Final Drawing Notice) will be increased when and to the extent, but only when and to the extent, (i) (A) of transfer by the Series A -7 Issuing and Paying Agent to SMBC on the date such Drawing is honored of proceeds of Series A-7 Notes issued on such date or (B) the Series A -7 Issuing and Paying Agent receives written notice from SMBC

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that SMBC has been reimbursed by or on behalf of the Commission for any amount drawn under the SMBC A-7 Letter of Credit, and (ii) that the Series A-7 Issuing and Paying Agent has not received from SMBC a No-Issuance Notice (as defined in the SMBC A- 7 Letter of Credit) . Upon SMBC honoring the Final Acceleration Drawing, the Stated Amount shall be permanently reduced to zero and the Stated Amount shall no longer be reinstated.

The SMBC A-7 Letter of Credit will expire at 4:00 p.m., New York City time, on the date (the earliest of such dates to occur is referred to as the “Termination Date”) which is the earliest of (i) May 31, 2027 (the “Stated Expiration Date”) or such later date as is specified by SMBC in a written notice to the Series A-7 Issuing and Paying Agent, (ii) the later of (a) the date on which S MBC receives written notice from the Series A-7 Issuing and Paying Agent that an Alternate Facility as is specified in such notice (as defined in the Series A -7 Issuing and Paying Agent Agreement) has been substituted for the SMBC A-7 Letter of Credit in accordance with the Series A-7 Issuing and Paying Agent Agreement and (b) the effective date of such Alternate Facility (after SMBC honors any properly presented and conforming Drawing on or prior to such date), (iii) the date on which SMBC receives written notice from the Series A-7 Issuing and Paying Agent that there are no longer any Series A -7 Notes Outstanding within the meaning of the Series A-7 Issuing and Paying Agent Agreement nor does the Commission intend to issue any additional Series A-7 Notes under the Series A-7 Issuing and Paying Agent Agreement and that the Series A -7 Issuing and Paying Agent elects to terminate the SMBC A-7 Letter of Credit, (iv) the earlier of (a) the fifteenth (15th) calendar day after the date on which the Series A -7 Issuing and Paying Agent receives the Final Drawing Notice, and (b) the date on which the Drawing resulting from the delivery of the Final Drawing Notice is honored under the SMBC A-7 Letter of Credit, and (v) the date on which the Final Acceleration Drawing is honored under the SMBC A-7 Letter of Credit.

SMBC A-7 Reimbursement Agreement Events of Default
If any of the following events shall occur, each such event shall be an “Event of Default” under the SMBC A-7 Reimbursement Agreement:
(a) the Commission shal l fail to pay, or cau se to be paid, as and when due, (i) any Reimbursement Obligation (as defined in the SMBC A-7 Reimbursement Agreement), or (ii) any Obligation (as defined in the SMBC A-7 Reimbursement Agreement) (other than a Reimbursement Obligation) and, in such case, such failure shall continue for three (3) Business Days; (b) any representation or warranty made by or on behalf of the Commission in the SMBC A-7 Reimbursement Agreement or in any other Basic Document (as defined in the SMBC A-7 Reimbursement Agreement) or in any certificate or statement delivered thereunder shall be incorrect or untrue in any material respect when made or deemed to have been made or delivered; (c) the Commission shall default in the due performance or observance of certain covenants set forth in the SMBC A-7 Reimbursement Agreement; (d) the Commission shall default in the due performance or observance of any other term, covenant or agreement contained in the SMBC A-7 Reimbursement Agreement or any other Basic Document and such default shall remain unremedied for a period of thirty (30) days after the occurrence thereof;
(e) the Commission shall (i) have entered involuntarily aga inst it an order for relief under the United States Bankruptcy Code, as amended, (ii) become insolvent or shall not pay, or be unable to pay, or admit in writing its inability to pay, its debts generally as they become due, (iii) make an assignment for the benefit of creditors, (iv) apply for, seek, consent to, or acquiesce

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in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its Property (as defined in the SMBC A-7 Reimbursement Agreement), (v) institute any proceeding seeking to have entered against it an order for relief under the United States Bankruptcy Code, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, marshalling of assets, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vi) take any corporate action in furtherance of any matter described in parts (i) through (v) above, or (vii) fail to contest in good faith any appointment or proceeding described in paragraph (f) below;
(f) a custodian, receiver, trustee, examiner, liquidator or similar official shall be appointed for the Commission or any substantial part of its Property, or a proceeding described in clause (e)(v) above shall be instituted against the Commission and such proceeding continues undischarged or any such proceeding continues undismissed or unstayed for a period of thirty (30) or more days;
(g) a debt moratorium, debt restructuring, debt adjustment or comparable restriction is imposed on the repayment when due and payable of the principal of or interest on any Debt (as defined in the SMBC A-7 Reimbursement Agreement) of the Commission by the Commission or any governmental authority with appropriate jurisdiction; (h) any material provision of the SMBC A-7 Reimbursement Agreement or any other Basic Document shall at any time for any reason cease to be valid and binding on the Commission for any reason or shall be declared by any court or other Governmental Authority with competent jurisdiction to be null and void, invalid, or unenforceable, or the validity or enforceability thereof shall be publicly contested by the Commission or by a Governmental Authority with competent jurisdiction, or the Commission shall deny that it has any further liability under the SMBC A- 7 Reimbursement Agreement or any other Basic Document;
(i) dissolution or termination of the existence of the Commission; (j) the Commission shall (i) default on the payment of the principal of or interest on any Wastewater Enterprise Debt (as defined in the SMBC A-7 Reimbursement Agreement), beyond the period of grace, if any, provided in the instrument or agreement under which such Wastewater Enterprise Debt was created or incurred; or (ii) default in the observance or performance of any agreement or condition relating to any Wastewater Enterprise Debt or contained in any instrument or agreement evidencing, securing or relating thereto, or any other default, event of default or similar event shall occur or condition exist, the effect of which default, event of default or similar event or condition is to permit (determined without regard to whether any notice is required) any such Wastewater Enterprise Debt to become immediately due and payable in full as the result of the acceleration, mandatory redemption or mandatory tender of such Wastewater Enterprise Debt; (k) the Commission shall (i) default on the payment of the principal of or interest on any Debt (other than Wastewater Enterprise Debt) aggregating in excess of $10,000,000, beyond the period of grace, if any, provided in the instrument or agreement under which such Debt (other than Wastewater Enterprise Debt) was created or incurred; or (ii) default in the observance or performance of any agreement or condition relating to any Debt (other than Wastewater Enterprise Debt) aggregating in excess of $10,000,000, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other default, event of default or similar event shall occur or condition exist, the effect of which default, event of default or similar event or condition

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is to permit (determined without regard to whether any notice is required) any such Debt to become immediately due and payable in full as the result of the acceleration, mandatory redemption or mandatory tender of such Wastewater Enterprise Debt;
(l) any final, unappealable judgment or judgments, writ or writs or warrant or warrants of attachment, or any similar process or processes, in an aggregate amount not less than $10,000,000 shall be entered or filed against the Commission or against any of its Property and remain unpaid, unvacated, unbonded or unstayed for a period of thirty (30) days; (m) any “event of default” under any Basic Document (as defined respectively therein) shall have occurred;
(n) a ruling, assessment, notice of deficie ncy or technical advice by the Internal Revenue Service shall be rendered to the effect that interest on the Series A -7 Notes is includable in the gross income of the holder(s) or owner(s) of such Series A -7 Notes and either (i) the Commission, after it ha s been notified by the Internal Revenue Service, shall not challenge such ruling, assessment, notice or advice in a court of law during the period within which such challenge is permitted or (ii) the Commission shall challenge such ruling, assessment, notice or advice and a court of law shall make a determination, not subject to appeal or review by another court of law, that such ruling, assessment, notice or advice is correctly rendered; (o) any of Moody’s or S&P shall have downgraded its long- term unenhanced rating of any Senior Debt (as defined in the SMBC A-7 Reimbursement Agreement) of the Commission to below “Baa2” (or its equivalent), or “BBB” (or its equivalent), respectively, or suspended or withdrawn its rating of the same; or
(p) the passage of any Law (as defined in the SMBC A-7 Reimbursement Agreement) has occurred which could reasonably be expected to have a material adverse effect on the Commission’s ability to perform its obligations under the SMBC A-7 Reimbursement Agreement or the other Basic Documents or to result in a material adverse effect on the enforceability or validity of the SMBC A- 7 Reimbursement Agreement or any of the other Basic Documents; provided that the Event of Default set forth in this paragraph (p) shall be null and void a nd of no further force and effect from and after the date any Reimbursement Agreement between the Commission and Bank of America, N.A., as provider of a letter of credit supporting any Commercial Paper Notes is terminated or a similar event of default is no longer provided therein.

SMBC A-7 Reimbursement Agreement Remedies
Upon the occurrence of any Event of Default under the SMBC A- 7 Reimbursement Agreement, SMBC may exercise any one or more of the following rights and remedies in addition to any other remedies provided in the SMBC A-7 Reimbursement Agreement or by law:
(a) declare all Obligations to be immediately due and payable, whereupon the same shall be immediately due and payable without any further notice of any kind, which notice is waived by the Commission; provided, however, that in the case of an Event of Default described in paragraph (e), (f) or (g) above under the subcaption “SMBC A- 7 LETTER OF CREDI T AND SMBC A-7 REIMBURSEMENT AGREEMENT—SMBC A-7 Reimbursement Agreement Events of Default,” such acceleration shall automatically occur (unless such automatic acceleration is waived by SMBC in writing); or

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(b) issue a No-Issuance Notice (the effect of which shall be as provided in the SMBC A-7 Reimbursement Agreement), reduce the Stated Amount of the SMBC A-7 Letter of Credit to the amount of the then outstanding Series A-7 Notes supported by the SMBC A-7 Letter of Credit plus a corresponding amount of interest coverage, reduce the Stated Amount of the SMBC A- 7 Letter of Credit as the then outstanding Series A -7 Notes are paid, and terminate the SMBC A-7 Letter of Credit when no Series A-7 Notes remain outstanding; or (c) issue the Final Drawing Notice (the effect of which shall be to cause the Termination Date of the SMBC A-7 Letter of Credit to occur on the fifteenth (15) calendar day after the date of receipt thereof by the Series A-7 Issuing and Paying Agent); or (d) pursue any rights and remedies it may have under the Basic Documents; or (e) pursue any other action available at law or in equity.

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APPENDIX B

THE BANKS

TABLE OF CONTENTS
P age

SUMITOMO MITSUI BANKING CORPORATION, ACTING THROUGH ITS NEW YORK BRANCH .................................................................................................................................... B-2 BANK OF AMERICA, N.A. .................................................................................................................... B-3 TD BANK, N.A.. ...................................................................................................................................... B-5 STATE STREET BANK AND TRUST COMPANY .............................................................................. B-7

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The following information has been furnished by the Banks for use in this Offering Memorandum.

Such information has not been independently confirmed or verified by the Commission. No representation is made herein by the Commission as to the accuracy or adequacy of such information subsequent to the date hereof, or that the information contained and incorporated herein by refere nce is correct . The Commission has assumed no obligation to update such information in the future, or to advise of any adverse change in the financial condition of the Banks. Investors are advised to obtain and carefully review any financial reports and other information published after the date hereof about the Banks prior to making a decision to purchase the Commercial Paper Notes.

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[To be updated]
Sumitomo Mitsui Banking Corporation, acting through its New York Branch Sumitomo Mitsui Banking Corporation (Kabushiki Kaisha Mitsui Sumitomo Ginko) (“S MBC”) is a joint stock corporation with limited liability (Kabushiki Kaisha) under the laws of Japan. The registered head office of SMBC is located at 1-1-2, Marunouchi, Chiyoda-ku, Tokyo, 100-0005, Japan.

SMBC was established in April 2001 through the merger of two leading banks, The Sakura Bank, L
imited and The Sumitomo Bank, Limited. In December 2002, Sumitomo Mitsui Financial Group, Inc. (“SMFG”) was established through a statutory share transfer as a holding company under which SMBC became a wholly-owned subsidiary.

SMBC is one of the world’s leading commercial banks and provides an extensive range of banking services to its customers in Japan and overseas. In Japan, SMBC accepts deposits, makes loans and extends guarantees to corporations, individuals, governments and governmental entities. It also offers financing solutions such as syndicated lending, structured finance and project finance. SMBC also underwrites and deals in bonds issued by or under the guarantee of the Japanese government and local government authorities, and acts in various administrative and advisory capacities for certain types of corporate and government bonds. Internationally, SMBC operates through a network of branches, representative offices, subsidiaries and affiliates to provide many financing products, including syndicated lending and project finance.

The New York Branch of SMBC is licensed by the New York State D epartment of Financial Services to conduct branch banking business at 277 Park Avenue, New York, New York, and is subject to examination by the New York State Department of Financial Services and the Federal Reserve Bank of New York.

Financial and Other Information
Audited consolidated financial statements for SMFG and its consolidated subsidiaries, as well as other corporate data, financial information and analyses, are available in English on SMFG’s website at www.smfg.co.jp/english. The information on SMFG’s website does not form part of this Offering Memorandum and is not incorporated herein by reference. SMBC does not accept any responsibility for any information contained in this Offering Memorandum other than the information relating to SMBC, acting through its New York Branch.

The delivery of this Offering Memorandum shall not create any implication that there has been no change in the affairs of SMBC since the date hereof, or that the information contained or referred to herein is correct as of any time subsequent to its date.
.

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[To be updated]
Bank of America, N.A.

Bank of America, N.A. (“Bank of America”) is a national banking association organized under the laws of the United States, with its principal executive offices located in Char lotte, North Carolina. Bank of America is a wholly-owned indirect subsidiary of Bank of America Corporation (the “Corporation”) and is engaged in a general consumer banking, commercial banking and trust business, offering a wide range of commercial, corporate, international, financial market, retail and fiduciary banking services. As of December 31, 2022, Bank of America had consolidated assets of $2.419 trillion, consolidated deposits of $2.042 trillion and stockholder’s equity of $225.449 billion based on regulatory accounting principles.

The Corporation is a bank holding company and a financial holding company, with its principal executive offices located in Charlotte, North Carolina. Additional information regarding the Corporation is set forth in its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, together with its subsequent periodic and current reports filed with the Securities and Exchange Commission (the “SEC”).

The SEC maintains a website at www.sec.gov which contains the filings that the Corporation files with the SEC such as reports, proxy statements and other documentation. The reports, proxy statements and other information the Corporation files with the SEC are also available at its website, www.bankofamerica.com.

The information concerning the Corporation and Bank of America is furnished solely to provide limited introductory information and does not purport to be comprehensive. Such information is qualified in its entirety by the detailed information appearing in the referenced documents and financial statements referenced therein.

Bank of America will provide copies of the most recent Bank of America Corporation Annual Report on Form 10- K, any subsequent reports on Form 10- Q, and any required reports on Form 8- K (in each case, as filed with the SEC pursuant to the Securities Exchange Act of 1934, as amended), and the publicly available portions of the most recent quarterly Call Report of the Bank delivered to the Comptroller of the Currency, without charge, to each person to whom this document is delivered, on the written request of such person. Written requests should be directed to:

Bank of America Corporation
Office of the Corporate Secretary/Shareholder Relations One Bank of America Center
150 N College St., NC1-028-28-03
Charlotte, North Carolina 28255
PAYMENTS OF PRINCIPAL AND INTEREST ON THE SERIES A-2 NOTES WILL BE MADE FROM DRAWINGS UNDER THE BANK OF AMERICA A-2 LETTER OF CREDIT. PAYMENTS OF THE PURCHASE PRICE OF THE SERIES A-2 NOTES WILL BE MADE FROM DRAWINGS UNDER THE BANK OF AMERICA A- 2 LETTER OF CREDIT IF REMARKETING PROCEEDS ARE NOT AVAILABLE. ALTHOUGH THE BANK OF AMERICA A- 2 LETTER OF CREDIT IS A BINDING OBLIGATION OF THE BANK, THE SERIES A-2 NOTES ARE NOT DEPOSITS OR OBLIGATIONS

OF THE CORPORATION OR ANY OF ITS AFFILIATED BANKS AND ARE NOT GUARANTEED BY ANY OF THESE ENTITIES. THE SERIES A-2 NOTES ARE NOT INSURED BY THE FEDERAL

DEPOSIT INSURANCE CORPORATION OR ANY OTHER GOVERNMENTAL AGENCY AND ARE

SUBJECT TO CERTAIN INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.

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The delivery of this information shall not create any implication that there has been no change in the affairs of the Corporation or Bank of America since the date of the most recent filings referenced herein, or that the information contained or referred to under this caption is correct as of any time subsequent to the referenced date.
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[To be updated]
TD Bank, N.A.

TD Bank, N.A. (the “Bank”) is a national banking association organized under the laws of the United States, with its main office located in Wilmington, Delaware. The Bank is an indirect, wholly- owned subsidiary of The Toronto-Dominion Bank (“TD”) and offers a full range of banking services and products to individuals, businesses and governments throughout its market areas, including commercial, consumer and trust services and indirect automobile dealer financing. The Bank operates banking offices in Connecticut, Delaware, the District of Columbia, Florida, Maine, Maryland, Massachusetts, New Hampshire, New Jersey, North Carolina, New York, Pennsylvania, Rhode Island, South Carolina, Vermont and Virginia. As of December 31, 2022, the Bank had consolidated assets of $386.7 billion, consolidated deposits of $3 29.7 billion and stockholder's equity of $4 2.5 billion, based on regulatory accounting principles.

Additional information regarding the foregoing, and the Bank and TD, is available from the filings made by TD with the U.S. Securities and Exchange Commission (the “SEC”), which filings can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates. In addition, the SEC maintains a website at http://www.sec.gov, which contains reports, proxy statements and other information regarding registrants that file such information electronically with the SEC.

The information concerning TD and the Bank contained herein is furnished solely to provide limited introductory information and does not purport to be comprehensive. Such information is qualified in its entirety by the detailed information appearing in the documents and financial statements referenced herein.

The TD Bank A -4 Liquidity Facility has been delivered by the Bank and is the obligation of the Bank and not TD.

The Bank will provide copies of the publicly available portions of the most recent quarterly Call Report of the Bank delivered to the Comptroller of the Currency, without charge, to each person to whom this document is delivered, on the written request of such person. Written requests should be directed to:

TD Bank, N.A.
1701 Route 70 East
Cherry Hill, New Jersey 08034
Attn: Corporate and Public Affairs
Information regarding the financial condition and results of operations of the Bank is contained in the quarterly Call Reports of the Bank delivered to the Comptroller of the Currency and available online at https://cdr.ffiec.gov/public. General information regarding the Bank may be found in periodic filings made by TD with the SEC. TD is a foreign issuer that is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare certain filings with the SEC in accordance with the disclosure requirements of Canada, its home country. Canadian disclosure requirements are different from those of the United States. TD’s financial statements are prepared in accordance with International Financial Reporting Standards, and may be subject to Canadian auditing and auditor inde pendence standards, and thus may not be comparable to financial statements of United States companies prepared in accordance with United States generally accepted accounting principles.

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The delivery hereof shall not create any implication that there has been no change in the affairs of TD or the Bank since the date hereof, or that the information contained or referred to in this Appendix B is correct as of any time subsequent to its date.

NEITHER TD NOR ANY OTHER SUBSIDIARY OF TD OTHER THAN THE BANK IS OBLIGATED TO MAKE PAYMENTS UNDER THE TD BANK A-4 LIQUIDITY FACILITY.

The Bank is responsible only for the information contained in this section of the Offering Memorandum and did not participate in the preparation of, or in any way verify the information contained in, any other part of the Offering Memorandum. Accordingly, the Bank assumes no responsibility for and makes no representation or warranty as to the accuracy or completeness of information contained in any other part of the Offering Memorandum.
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[To be updated]
State Street Bank and Trust Company
State Street Bank and Trust Company (the “Bank”) is a wholly- owned subsidiary of State Street Corporation (the “Corporation”). The Corporation (NYSE: STT) through its subsidiaries, including the Bank, provides a broad range of financial products and services to institutional investors worldwide. With $36.74 trillion in assets under custody and administration and $3.48 trillion in assets under management as of December 31, 2022, the Corporation operates in more than 100 geographic markets worldwide. As of December 31, 2022, the Corporation had consolidated total assets of $301.45 billion, consolidated total deposits of $235.46 billion, total investment securities of $105.28 billion, total loans, net of unearned income and allowance for losses, of $32.05 billion, and total shareholders’ equity of $25.19 billion.

The Bank’s Consolidated Reports of Condition and Income for A Bank With Domestic and Foreign Offices Only -- FFIEC 031 (the “Call Reports”) through December 31, 2022 have been submitted through the Federal Financial Institutions Examination Council and provided to the Board of Governors of the Federal Reserve System, the primary U.S. federal banking agency r esponsible for regulating the Corporation and the Bank. Publicly available portions of those Call Reports, and future Call Reports so submitted by the Bank, are available on the Federal Deposit Insurance Corporation’s website at www.fdic.gov. The Call Reports are prepared in conformity with regulatory instructions that do not in all cases follow U.S. generally accepted accounting principles.

Additional financial and other information related to the Corporation and the Bank, including the Corporation’s Annual Report on Form 10-K for the year ended December 31, 2022 and additional annual, quarterly and current reports subsequently filed or furnished by the Corporation with the U.S. Securities and Exchange Commission (the “SEC”), can be accessed free of charge on the SEC’s website at www.sec.gov.

Any statement contained in any document referred to above shall be deemed to be modified or superseded for purposes of this Offering Memorandum to the extent that a statement contained herein or in any subsequently submitted, filed or furnished document modifies or supersedes such statement. The delivery hereof shall not create any implication that there has been no change in the affairs of the Bank or the Corporation since the date hereof, or that information contained or referred to in this Appendix is correct as of any time subsequent to this date. The information concerning the Corporation, the Bank or any of their respective affiliates is furnished solely to provide limited introductory information and does not purport to be comprehensive. Such information is qualified in its entirety by the detailed information appearing in the documents and financial statements referenced herein.

A copy of any or all of the publicly available portions of the documents referred to above, other than exhibits to such documents, may be obtained without charge to each person to whom a copy of this Offering Memorandum has been delivered, on the written request of any such person. Written requests for such copies should be directed to Investor Relations, State Street Corporation, One Lincoln Street, Boston, Massachusetts 02111 (after May 26, 2023, direct written responses to One Congress Street, Boston, Massachusetts 02114), telephone number 617-786-3000.

The State Street Series A-6 Liquidity Agreement is an obligation solely of the Bank and is not an obligation of, or otherwise guaranteed by, the Corporation or any of its affiliates (other than the Bank).

Neither the Corporation nor any of its affiliates (other than the Bank) is requ ired to make payments under the State Street Series A -6 Liquidity Agreement. None of the Bank, the Corporation or any of their respective affiliates makes any representation as to, or is responsible for the suitability of the Series A -6 Notes for any investor, the feasibility or performance of any project or compliance with any securities or

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tax laws or regulations. The Series A-6 Notes are not direct obligations of, or guaranteed by, the Bank, the Corporation or any of their respective affiliates, except to the extent provided by in the State Street Series A-6 Liquidity Agreement.
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APPENDIX C

BOOK-ENTRY SYSTEM FOR COMMERCIAL PAPER NOTES
General
One master Commercial Paper Note for each of the following has been registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), New York, NY: (i) in the aggregate principal amount not exceeding the $150,000,000 available to secure the Commercial Paper Notes (Wastewater Series, Proposition E) Series A -1 (Tax Exempt) under the SMBC A-1 Letter of Credit has been registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), New York, NY; (ii) in the aggregate principal amount not exceeding the $150,000,000 available to secure the Commercial Paper Notes (Wastewater Series, Proposition E) Series A -2 (Tax Exempt) under the Bank of America A-2 Letter of Credit. One master Commercial Paper Note; (iii) in the aggregate principal amount not exceeding the $75,000,000 available to secure the Commercial Paper Notes (Wastewater Series, Proposition E) Series A-4 (Tax Exempt) under the TD Bank A-4 Liquidity Facility; (iv) in the aggregate principal amount not exceeding the $200,000,000 available to secure the Commercial Paper Notes (Wastewater Series, Proposition E) Series A -6, consisting of Tax- Exempt Subseries A -6 and Taxable Subseries A-6-T under the State St reet A-6 Liquidity Facility; and (v ) in the aggregate principal amount not exceeding the $100,000,000 available to secure the Commercial Paper Notes (Wastewate r Series, Proposition E) Series A-7 (Tax Exempt) under the SMBC A-7 Letter of Credit. DTC will act as securities depository for the Commercial Paper Notes.

Book-Entry System
DTC will act as securities depository for the Commercial Paper Notes. The Commercial Paper Notes will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully- registered security certificate will be issued for the Commercial Paper Notes, in the aggregate principal amount of the Commercial Paper Notes, and will be deposited with DTC.

DTC, the world’s largest depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 100 countries that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates.

Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly -owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”) . DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has Standard & Poor’s rating: AA+.

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The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission .

More information about DTC can be found at www.dtcc.com and www.dtc.org.

Purchases of the Commercial Paper Notes under the DTC system must be made by or through Direct Participants, which will receive a credit for th e Commercial Paper Notes on DTC’s records. The ownership interest of each actual purchaser of each Commercial Paper Note (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase . Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction . Transfers of ownership interests in the Commercial Paper Notes are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the Commercial Paper Notes, except in the event that use of the book-entry system for the Commercial Paper Notes is discontinued.

To facilitate subsequent transfers, all Commercial Paper Notes deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of the Commercial Paper Notes with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Commercial Paper Notes; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Commercial Paper Notes are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of the Commercial Paper Notes may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Commercial Paper Notes. For example, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Commercial Paper Notes unless authorized by a Direct Participant in accordance with DTC’s Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the Commercial Paper Notes are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Payments of principal of and interest on the Commercial Paper Notes will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC . DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the Commission or the Issuing and Paying Agent, on payable date in accordance with their respective holdings shown on DTC’s records . Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practi ces, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC (nor its nominee), the Issuing and Paying Agent, or the Commission, subject to any statutory or regulatory requirements as may be in effect from time to time . Payment of principal of and interest evidenced by the Commercial Paper Notes to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Commission or the Issuing and Paying

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Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the r esponsibility of Direct and Indirect Participants.

NEITHER THE COMMISSION NOR THE ISSUING AND PAYING AGENT WILL HAVE

ANY RESPONSIBILITY OR OBLIGATION TO DTC PARTICIPANTS, INDIRECT PARTICIPANTS

OR BENEFICIAL OWNERS WITH RESPECT TO THE PAYMENTS OR THE PROVID ING OF NOTICE TO DTC PARTICIPANTS, INDIRECT PARTICIPANTS OR BENEFICIAL OWNERS.

Neither the Commission nor the Issuing and Paying Agent can give any assurances that DTC, DTC Participants, Indirect Participants or others will distribute payments of principal of and interest on the Commercial Paper Notes paid to DTC or its nominee, as the registered Owner, or any redemption or other notice, to the Beneficial Owners or that they will do so on a timely basis or that DTC will serve and act in a manner described in this Offering Memorandum.

Discontinuation of the Book-Entry Only System
DTC may discontinue providing its services as securities depository with respect to the Commercial Paper Notes at any time by giving reasonable notice to the Commission or the Issuin g and Paying Agent.

Under such circumstances, in the event that a successor securities depository is not obtained, Commercial Paper Note certificates will be printed and delivered as described in the Issuing and Paying Agent Agreement.

The Commission may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Commercial Paper Note certificates will be printed and delivered as described in the Issuing and Paying Agent Agreement.

SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE COMMERCIAL PAPER

NOTES, AS NOMINEE OF DTC, REFERENCES HEREIN TO THE OWNERS OR HOLDERS OF THE COMMERCIAL PAPER NOTES (OTHER THAN UNDER THE CAPTION “TAX MATTERS” HEREIN) SHALL MEAN CEDE & CO. AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE COMMERCIAL PAPER NOTES.

NEITHER THE COMMISSION, THE ISSUING AND PAYING AGENT, NOR THE DEALERS

WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO DTC DIRECT PARTICIPANTS,

INDIRECT PARTICIPANTS, OR TO ANY BENEFICIAL OWNER WITH RESPECT TO (I) THE

ACCURACY OF ANY RECORDS MAINTAINED BY DTC, ANY DTC DIRECT PARTICIPANT, OR INDIRECT PARTICIPANT; (II) THE DELIVERY OF ANY NOTICE THAT IS PERMITTED OR

REQUIRED TO BE GIVEN TO THE OWNERS OF THE COMMERCIAL PAPER NOTES UNDER THE ISSUING AND PAYING AGENT AGREEMENT; (III) THE PAYMENT BY DTC OR ANY DTC

DIRECT PARTICIPANT OR INDIRECT PARTICIPANT OF ANY AMOUNT WITH RESPECT TO THE PRINCIPAL OR INTEREST DUE WITH RESPECT TO THE COMMERCIAL PAPER NOTES; (IV) ANY CONSENT GIVEN OR OTHER ACTION TAKEN BY DTC AS THE REGISTERED OWNER OF COMMERCIAL PAPER NOTES; OR (V) ANY OTHER MATTER.

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APPENDIX D

COPY OF JUNE 2022 OPINION OF BOND COUNSEL

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APPENDIX E

FORM OF SUPPLEMENT TO JUNE 2022 OPINION OF BOND COUNSEL April 21, 2023
Public Utilities Commission
of the City and County of San Francisco
San Francisco, California 94102
Not to Exceed $675,000,000
Public Utilities Commission
of the City and County of San Francisco
Commercial Paper Notes
(Wastewater Series, Proposition E)
$150,000,000
Series A-1 (Tax Exempt)

$75,000,000
Series A-4 (Tax Exempt)
$150,000,000
Series A-2 (Tax Exempt)

$200,000,000
Series A-6
Tax-Exempt Subseries A-6
Taxable Subseries A-6-T
$100,000,000
Series A-7 (Tax Exempt)

Ladies and Gentlemen:

We acted as bond counsel to the Public Utilities Commission of the City and County of San Francisco (the “Commission”) in connection with the issuance by the Commission of its Commercial Paper Notes (Wastewater Series, Proposition E), Tax Exempt Series A-1, A-2, A-4, A-6 (Tax-Exempt Subseries A-6) and A-7 (the “Series A-1 Notes,” the “Series A-2 Notes,” the “Series A-4 Notes,” the “Subseries A- 6 Notes” and the “ Series A-7 Notes,” respectively, and collectively, the “ Tax-Exempt CP Notes”), and Taxable Subseries A-6-T (the “Taxable CP Notes” and, together with the Tax-Exempt CP Notes, the “CP Notes,” and each as a “Series” or “ Subseries” as applicable. The CP Notes are being issued pursuant to the Charter of the City and County of San Francisco (the “City ”), Article V of Cha pter 43 of the San Francisco Administrative Code, enacted by Ordinance No. 203-98, adopted by the Board of Supervisors of the City (the “Board”) on June 8, 1998, and signed by the Mayor of the City (the “ Mayor”) on June 19, 1998, as amended by Ordinance 270- 06 adopted by the Board on October 24, 2006, and signed by the Mayor of the City on October 31, 2006, to establish a procedure for the Commission to issue commercial paper notes, (as amended, the “Procedural Ordinance”), and various other ordinances and resolutions of the Board and the Commission (collectively with the Procedural Ordinance, the “ Issuance Authorizations”).

Each Series of Notes is issued pursuant to an Issuing and Paying Agent Agreement (each an “Issuing and Paying Agent Agreement” and collectively, the “Issuing and Paying Agent Agreements”),

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by and between the Commission and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association (in such capacity, the “ Issuing and Paying Agent”), (i) dated as of March 1, 2017, as amended and restated as of April 25, 2017, in the case of the Series A-1 Notes, (ii) dated as of June 1, 2017, in the case of the Series A-2 Notes, (iii) dated as of July 1, 2012, in the case of the Series A-4 Notes, (iv) dated as of October 1, 2014, and supplemented on October 15, 2019, in the case of the Series A -6 Notes and (v) dated as of June 1, 2017, in the case of the Series A -7 Notes. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Issuing and Paying Agent Agreements or in our bond counsel opinion letter issued on June 1, 2022 with respect to the CP Notes (the “June 2022 Opinion Letter”).

In the June 2022 Opinion Letter, we opined as to certain matters of federal and state law, including an opinion, subject to certain assumptions, conditions and limitations, to the effect that interest on the Tax- Exempt CP Notes would not be includable in the gross income of the owners thereof for federal income tax purposes.

The June 2022 Opinion Letter states, “Unless otherwise notified by us, you may continue to rely on this opinion to the extent that (i) there is no change in applicable state or federal law; (ii) the representations and warranties of the parties contained in the related Issuing and Paying Agent Agreement and Bank Facility and agreements related thereto, and in certain certificates delivered by authorized officers of the Commission, remain true and accurate; (iii) no amendment has been made to the related Issuing and Paying Agent Agreement or Bank Facility or the CP Notes; and (iv) no litigation affecting the issuance or legality is pending or threatened at the time of the delivery of any such CP Notes.” Thus, if any of conditions (i) through (iv) of the preceding sentence (each a “Condition” and, collectively, the “ Conditions”) were not met, you could not continue to rely on the June 2022 Opinion Letter unless we were to notify you otherwise. The June 2022 Opinion also states that we undertake no obligation to determine, at any time, whether the Conditions have been met.

We have been advised by you that the Commission and Bank of America have entered into a Second Amendment to Reimbursement Agreement, dated as of April 21, 2023, to extend the term of the Bank Facility for the Series A-2 Notes (the “Bank Facility Amendment”).

The Bank Facility Amendment may cause Condition (iii) (described above) not to be satisfied, potentially affecting your ability to rely on the June 2022 Opinion Letter.

This letter is to notify you that the Bank Facility Amendment shall not, in and of itself, eliminate your ability otherwise to rely on the June 2022 Opinion Letter.

Please note, however, that for taxable years beginning after 2022, certain large corporations may be subject to a federal corporate minimum tax on their adjusted financial statement income, which includes interest earned on tax-exempt obligations such as the Bonds. We express no opinion on the applicability of this minimum tax. Please also be advised that we express no v iew herein as to whether the conditions to the issuance of an Alternate Facility under Section 9.02 of the Issuing and Paying Agent Agreement with respect to the Series A-2 Tax-Exempt Notes have been met or whether any other action taken with respect to the existing Bank Facility is consistent with the terms of the Issuing and Paying Agent Agreements.

Further, we express no opinion herein with respect to the exclusion from gross income of interest on the Tax-Exempt CP Notes for federal income tax purposes; nor do we express an opinion with respect to any other matter as to which an opinion was previously rendered in the June 2022 Opinion Letter. We have not been engaged to make, and we have not made, any inquiry or investigation with respect to any circumstances that may have occurred after the date of the June 2022 Opinion Letter, other than the Bank Facility Amendment, as described above, that might affect your ability to rely on the June 2022 Opinion Letter.

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We undertake no obligation to determine, or to inform any person, at any time whether the Conditions have been met, and we have no obligation to update the June 2022 Opinion Letter with respect to the Conditions.

Respectfully submitted,

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FORM OF SUPPLEMENT TO JUNE 2022 OPINION OF BOND COUNSEL

October 12, 2023
Public Utilities Commission
of the City and County of San Francisco
San Francisco, California 94102
Not to Exceed $675,000,000
Public Utilities Commission
of the City and County of San Francisco
Commercial Paper Notes
(Wastewater Series, Proposition E)
$150,000,000
Series A-1 (Tax Exempt)

$75,000,000
Series A-4 (Tax Exempt)
$150,000,000
Series A-2 (Tax Exempt)

$200,000,000
Series A-6
Tax-Exempt Subseries A-6
Taxable Subseries A-6-T

$100,000,000
Series A-7 (Tax Exempt)

Ladies and Gentlemen:

We acted as bond counsel to the Public Utilities Commission of the City and County of San Francisco (the “Commission”) in connection with the issuance by the Commission of its Commercial Paper Notes (Wastewater Series, Proposition E), Tax Exempt Series A-1, A-2, A-4, A-6 (Tax-Exempt Subseries A-6) and A-7 (the “Series A-1 Notes,” the “Series A-2 Notes,” the “Series A-4 Notes,” the “Subseries A- 6 Notes” and the “ Series A-7 Notes,” respectively, and collectively, the “ Tax-Exempt CP Notes”), and Taxable Subseries A-6-T (the “Taxable CP Notes” and, together with the Tax-Exempt CP Notes, the “CP Notes,” and each a “Series” or “Subseries” as applicable. The CP Notes are issued pursuant to the Charter of the City and County of San Francisco (the “ City”), Article V of Chapter 43 of the San Francisco Administrative Code, enacted by Ordinance No. 203- 98, adopted by the Board of Supervisors of the City (the “Board”) on June 8, 1998, and signed by the Mayor of the City (the “ Mayor”) on June 19, 1998, as amended by Ordinance 270-06 adopted by the Board on October 24, 2006, and signed by the Mayor of the City on October 31, 2006, to establish a procedure for the Commission to issue commercial paper notes (as amended, the “Procedural Ordinance”), and various other ordinances and resolutions of the Board and the Commission (collectively with the Procedural Ordinance, the “Issuance Authorizations”).

Each Series of Notes is issued pursuant to an Issuing and Paying Agent Agreement (each an “Issuing and Paying Agent Agreement” and collectively, the “Issuing and Paying Agent Agreements”), by and between the Commission and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association (in such capacity, the “ Issuing and Paying Agent”), (i) dated

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as of March 1, 2017, as amended and restated as of April 25, 2017, in the case of the Series A-1 Notes, (ii) dated as of June 1, 2017, in the case of the Series A-2 Notes, (iii) dated as of July 1, 2012, in the case of the Series A-4 Notes, (iv) dated as of October 1, 2014, and supplemented on October 15, 2019, in the case of the Series A-6 Notes, and (v) dated as of June 1, 2017, in the case of the Series A -7 Notes. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Issuing and Paying Agent Agreements or in our bond counsel opinion letter issued on June 1, 2022, with respect to the CP Notes (the “June 2022 Opinion Letter”).

In the June 2022 Opinion Letter, we opined as to certain matters of federal and state law, including an opinion, subject to certain assumptions, conditions and limitations, to the effect that interest on the Tax- Exempt CP Notes would not be includable in the gross income of the owners thereof for federal income tax purposes.

The June 2022 Opinion Letter states, “Unless otherwise notified by us, you may continue to rely on this opinion to the extent that (i) there is no change in applicable state or federal law; (ii) the representations and warranties of the parties contained in the related Issuing and Paying Agent Agreement and Bank Facility and agreements related thereto, and in certain certificates delivered by authorized officers of the Commission, remain true and accurate; (iii) no amendment has been made to the related Issuing and Paying Agent Agreement or Bank Facility or the CP Notes; and (iv) no litigation affecting the issuance or legality is pending or threatened at the time of the delivery of any such CP Notes.” Thus, if any of conditions (i) through (iv) of the preceding sentence (each a “Condition” and, collectively, the “Conditions”) were not met, you could not continue to rely on the June 2022 Opinion Letter unless we were to notify you otherwise.

The June 2022 Opinion also states that we undertake no obl igation to determine, at any time, whether the Conditions have been met.

We have been advised by you that the Commission and State Street Bank and Trust Company have entered into a Third Amendment to Revolving Credit and Term Loan Agreement, dated as of Oc tober 12, 2023 (the “ Bank Facility Amendment”), to extend the term of the Bank Facility for the Subseries A-6 Notes and Taxable CP Notes (collectively, the “Series A-6 Notes”).

The Bank Facility Amendment may cause Condition (iii) (described above) not to be satisfied, potentially affecting your ability to rely on the June 2022 Opinion Letter.

This letter is to notify you that the Bank Facility Amendment shall not, in and of itself, eliminate your ability otherwise to rely on the June 2022 Opinion Letter.

Please note, however, that for taxable years beginning after 2022, certain large corporations may be subject to a federal corporate alternative minimum tax on their adjusted financial statement income, which includes interest earned on tax-exempt obligations, such as the Tax-Exempt CP Notes. We express no opinion on the applicability of this alternative minimum tax. Please also be advised that we express no view herein as to whether any action taken with respect to the existing Bank Facility is consistent with the terms of the Issuing and Paying Agent Agreements. Further, we express no opinion herein with respect to the exclusion from gross income of interest on the Tax-Exempt CP Notes for federal income tax purposes; nor do we express an opinion with respect to any other matter as to which an opinion was previously rendered in the June 2022 Opinion Letter. We have not been engaged to make, and we have not made, any inquiry or investigation with respect to any circumstances that may have occurred after the date of the June 2022 Opinion Letter, other than the Bank Facility Amendment, as described above, that might affect your ability to rely on the June 2022 Opinion Letter.

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We undertake no obligation to determine, or to inform any person, at any time whe ther the Conditions have been met, and we have no obligation to update the June 2022 Opinion Letter with respect to the Conditions.

Respectfully submitted,

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APPENDIX F

WASTEWATER ENTERPRISE FINANCIAL STATEMENTS