issuance of up to $480 million of taxable 2024 Series A Bonds — CleanPowerSF Sfpuc Commission, June 25, 2024 (part 2 of 2)

SECTION 4. Content of Annual Reports . The SFPUC’s Annual Report shall contain or incorporate by reference the following information:
(a) Audited financial statements of the Wastewater Enterprise for the prior Fiscal Year, prepared in accordance with generally accepted accounting principles applicable to the SFPUC from time to time. If the SFPUC ’s audited financ ial statements are not available by the date the Annual Report is

3 required to be filed, the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available; (b) An update for the prior Fiscal Year of the table in the Official Statement entitled “TABLE 6 – SUMMARY OF ACTIVE SEWER ACCOUNTS BY USER TYPE;” (c) An upda te for the prior Fiscal Year of the table in the Official Statement entitled “TABLE 15 – ADOPTED SINGLE -FAMILY AND MULTI -FAMILY MONTHLY SEWER SERVICE CHARGES”;
(d) An update for the prior Fiscal Year of the table in the Official Statement entitled “TABLE 16 – ADOPTED SIMPLIFIED RESIDENTIAL MONTHLY STORMWATER RUNOFF COMPONENT OF THE SEWER SERVICE CHARGE BY TIER”;
(e) An update for the prior Fiscal Year of the table in the Official Statement entitled “TABLE 18 – ADOPTED NON-RESIDENTIAL MONTHLY SEWER SERVICE CHARGES”; (f) An update for the prior Fiscal Year of the table in the Official Statement entitled “TABLE 19 – ADOPTED STANDARD STORMWATER MONTHLY STORMWATER RUNOFF COMPONENT OF THE SEWER SERVICE CHARGE”;
(g) An update for the prior Fiscal Year of the tables in the Official Statement in the sections entitled “OBLIGATIONS PAYABLE FROM NET REVENUES – Outstanding Parity Revenue Bonds ” and “– Parity Loans” showing all bonds and other obligations of the SFPUC secured by Net Revenues; and (h) An update for the prior Fiscal Year of the table in the Official Statement entitled “TABLE 25 – HISTORICAL REVENUE, OPERATING & MAINTENANCE EXPENSE AND DEBT SERVICE COVERAGE FOR FISCAL YEARS ENDED JUNE 30.”
Any or all of the items listed above may be set forth in a document or set of documents, or may be included by specific reference to other documents, including official statements of debt issues of the SFPUC or related public entities, which are avail able to the public on the MSRB website. If the document included by reference is a final official statement, it must be available from the MSRB. The SFPUC shall clearly identify each such other document so included by reference.

SECTION 5. Reporting of Significant Events.
(a) The SFPUC shall give, or cause to be given, notice of the occurrence of any of the following Listed Events with respect to the 2024ABCD Bonds:

1. Principal and interest payment delinquencies;

2. Non-payment related defaults, if material;

3. Unscheduled draws on debt service reserves reflecting financial difficulties;

4. Unscheduled draws on credit enhancements reflecting financial difficulties;

5. Substitution of credit or liquidity providers, or their failure to perform;

6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701- TEB), other material notices or determinations with respect to the tax status of the 2024ABCD Bonds, or other material events affecting the tax status of the 2024ABCD Bonds;

4 7. Modifications to rights of Holders, if material;

8. Optional, unscheduled or contingent 2024ABCD Bond calls, if material, and tender offers;

9. Defeasances;

10. Release, substitution, or sale of property securing repayment of the 2024ABCD Bonds, if material;

11. Rating changes;

12. Bankruptcy, insolvency, receivership or similar event of the SFPUC;

13. The consummation of a merger, consolidation, or acquisition involving the SFPUC or the sale of all or substantially all of the a ssets of the SFPUC, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material;

14. Appointment of a successor or additional trustee or the change of name of a trustee, if material;

15. Incurrence of a Financial Obligation of the SFPUC, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the SFPUC, any of which affect Holders, if material; and

16. Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the SFPUC, any of which re flect financial difficulties.

Note: for the purposes of the event identified in subparagraph (12), the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the SFPUC in a proceedi ng under the United States Bankruptcy Code or in any other proceeding under State or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the SFPUC, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the SFPUC.
(b) Whenever the SFPUC obtains knowledge of the occurrence of a Listed Event in Section 5(a), the SFPUC shall, or shall cause the Dissemination Agent (if not the SFPUC) to, file a notice of such occurrence with the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of 10 business days after the occurrence of the Listed Event. Notwithstanding the foregoing, notice of a Listed Event described in subsection (a)(8) above need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to holders of affected 2024ABCD Bonds under the Indenture.
(c) The SFPUC intends to comply with the Listed Events described in Section 5(a)(15) and Section 5(a)(16) and the definition of “ Financial Obligation” in Section 2, with reference to the Rule, any other applicable federal securities laws and the guidance provided by the S.E.C. in Release No. 34- 83885 dated August 20, 2018 (the “ 2018 Release”), and any further amendments or written guidance provided by the S.E.C. or its staff with respect to the amendments to the Rule effected by the 2018 Release.

5 SECTION 6. Termination of Reporting Obligation. The SFPUC ’s obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the 2024ABCD Bonds. If such termination occurs prior to the final maturity of the 2024ABCD Bonds, the SFPUC shall give notice of such termination in the same manner as for a Listed Event under Section 5(b).

SECTION 7. D issemination Agent . The SFPUC may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate.

SECTION 8. A mendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the SFPUC may amend or waive this Disclosure Certificate or any provision of this Disclosure Certificate, provided that the following conditions are satisfied:
(a) If the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the 2024ABCD Bonds or the type of business conducted;
(b) The undertaking, as amended or taking into account such waiver, would, in the opinion of the City Attorney of the City and County of San Francisco or nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the 2024ABCD Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and
(c) The amendment or waiver either (i) is approved by the owners of a majority in aggregate principal amount of the 2024ABCD Bonds or (ii) does not, in the opinion of the City Attorney or nationally recognized bond counsel, materially impair the interests of the Holders.

In the event of any amendment or waiver of a provision of this Disclosure Certificate, the SFPUC shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the SFPUC. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements: (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5; and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles.

SECTION 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the SFPUC from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the SFPUC chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosur e Certificate, the SFPUC shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.

SECTION 10. D
efault. In the event of a failure of the SFPUC to comply with any provision of this Disclosure Certificate, any Participating Underwriters, Holder or Beneficial Owner of the 2024ABCD Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the SFPUC to comply with its obligations under this Disclosure Certificate; provided that any such action may be instituted only in a federal or S tate court located in the City and County of San Francisco, State of California. Failure by the SFPUC to comply with any provision of this Disclosure Certificate shall not be deemed an Event of Default under the Indenture and the sole remedy under this Disclosure Certificate in the event of any failure of the SFPUC to comply with this Disclosure Certificate shall be an action to compel performance.

6 SECTION 11. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the SFPUC, the Dissemination Agent, the Participating Underwriters and Holders and Beneficial Owners from time to time of the 2024ABCD Bonds, and shall create no rights in any other person or entity.

7 Dated as of the date first written above.

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By:

General Manager
Approved as to form:

DA VID CHIU

CITY ATTORNEY
By:

Deputy City Attorney

8 CONTINUING DISCLOSURE CERTIFICATE

EXHIBIT A

FORM OF NOTICE TO THE

MUNICIPAL SECURITIES RULEMAKING BOARD

OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: Public Utilities Commission of the City and County of San Francisco Name of Issue: Wastewater Revenue Bonds, 2024 Series A (SSIP) (Green Bonds) (Federally Taxable), Wastewater Revenue Bonds, 2024 Series B (Non-SSIP) (Federally Taxable), Wastewater Revenue Bonds, 2024 Series C (SSIP) (Green Bonds) and Wastewater Revenue Bonds, 2024 Series D (Non-SSIP)
Date of Issuance: __________, 2024

NOTICE IS HEREBY GIVEN that the SFPUC has not provided an Annual Report with respect to the above -named Bonds as required by Section 3 of the Continuing Disclosure Certificate of the Public Utilities Commission of the City and County of San Francisco, dated __________, 202 4. The SFPUC anticipates that the Annual Report will be filed by _______________.

Dated: _______________

PUBLIC UTILITIES COMMISSION OF

THE CITY AND COUNTY OF SAN FRANCISCO
By: [to be signed only if filed]
Title

1 APPENDIX E

SECURITIES DEPOSITORY AND THE BOOK-ENTRY SYSTEM
The information in this Appendix E has been obtained from DTC for use in securities offering documents, and the SFPUC takes no responsibility for the accuracy or completeness thereof. The SFPUC cannot and does not give any assurances that DTC, DTC Participants or Indirect Partici pants will distribute to the beneficial owners either (a) payments of interest, principal or premium, if any, with respect to the 2024ABCD Bonds or (b) certificates representing ownership interest in or other confirmation of ownership interest in the 2024A BCD Bonds, or that they will so do on a timely basis or that DTC, DTC Participants or DTC Indirect Participants will act in the manner described in this Official Statement. The current “ Rules” applicable to DTC are on file with the Securities and Exchange Commission and the current “Procedures” of DTC to be followed in dealing with DTC Participants are on file with DTC.

As used in this Appendix E, “Securities” means the 2024ABCD Bonds, “Issuer” means the SFPUC, and “Agent” means the Trustee.

1. The Depository Trust Company ( “DTC”), New York, NY , will act as securities depository for the securities (the “ Securities”). The Securities 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 each issue of the Securities, each in the aggregate principal amount of such issue, and will be depos ited with DTC. If, however, the aggregate principal amount of any issue exceeds $500 million, one certificate will be issued with respect to each $500 million of principal amount, and an additional certificate will be issued with respect to any remaining principal amount of such issue.

2. DTC, the world’s largest securities 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 Res erve 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 & Cleari ng 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 a Standard & Poor ’s rating of AA+. 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. The information contained on this Internet site is not incorporated herein by reference.

3. Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the Securities on DTC ’s records. The ownership interest of each actual purchaser of each Security ( “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 Securities 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 Securities, except in the event that use of the book -entry system for the Securities is discontinued.

2 4. To facilitate subsequent transfers, all Securities 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 Securities 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 Securities; DTC ’s records reflect only the identity of the Direct Participants to whose accounts such Securities are credited, which may o r 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.

5. 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 Securities may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the Security documents. For example, Beneficial Owners of Securities may wish to ascertain that the nominee holding the Securities for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addr esses to the registrar and request that copies of notices be provided directly to them.

6. Redemption notices shall be sent to DTC. If less than all of the Securities within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.

7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Securities unless authorized by a Direct Participant in accordance with DTC ’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to 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 Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy).

8. Redemption proceeds, distributions, and dividend payments on the Securities 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 Issuer or 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 practices, 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 DT C, Agent, or Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized r epresentative of DTC) is the responsibility of Issuer or 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 responsibility of Direct and Indi rect Participants.

9. DTC may discontinue providing its services as depository with respect to the Securities at any time by giving reasonable notice to Issuer or Agent. Under such circumstances, in the event that a successor depository is not obtained, Security certificates are required to be printed and delivered.

10. Issuer may decide to discontinue use of the system of book- entry-only transfers through DTC (or a successor securities depository). In that event, Security certificates will be printed and delivered to DTC.

The information in this section concerning DTC and DTC ’s book- entry system has been obtained from sources that SFPUC believes to be reliable, but the SFPUC takes no responsibility for the accuracy thereof.

NRF draft of 5/31/2024
139698699.6

SEVENTEENTH SUPPLEMENTAL INDENTURE

by and between

PUBLIC UTILITIES COMMISSION OF THE CITY

AND COUNTY OF SAN FRANCISCO

and

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

AUTHORIZING THE ISSUANCE OF:

$________
Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds
2024 Series A (SSIP) (Green Bonds) (Federally Taxable)

Dated as of July 1, 2024

(Supplemental to the Indenture dated as of January 1, 2003, as amended and supplemented)

Table of Contents
Page
139698699.6

ARTICLE LXXIII DEFINITIONS ..................................................................................... 3 Section 73.01. Definitions.................................................................................................. 3 ARTICLE LXXIV PROVISIONS RELATING TO BONDS ............................................ 6 Section 74.01. Authorization and Terms of Bonds ............................................................ 6 Section 74.02. Form of Bonds ........................................................................................... 8 Section 74.03. Use of Depository ...................................................................................... 8 Section 74.04. Issuance of 2024 Series A Bonds............................................................. 10 Section 74.05. Application of Proceeds of 2024 Series A Bonds .................................... 10 Section 74.06. Establishment and Application of the 2024 Series A Costs of Issuance Fund....................................................................................................... 10 Section 74.07. Establishment and Application of the 2024 Series A Capital Project Account and the 2024 Series A Reimbursement Account ...................... 11 Section 74.08. Establishment and Application of the 2024 Series A Capitalized Interest Account ................................................................................................... 12 Section 74.09. Terms of Redemption – 2024 Series A Bonds......................................... 13 Section 74.10. Continuing Disclosure. ............................................................................ 13 Section 74.11. No Senior State Loans. ............................................................................ 14 ARTICLE LXXV MISCELLANEOUS .......................................................................... 14 Section 75.01. Terms of 2024 Series A Bonds Subject to the Indenture. ........................ 14 Section 75.02. Effective Date of Seventeenth Supplemental Indenture.. ........................ 14 Section 75.03. Execution in Counterparts.. ...................................................................... 14 ARTICLE LXXVI CITY REQUIREMENTS; EXECUTION ......................................... 14 Section 76.01. Local Business Enterprise Utilization; Liquidated Damages. ................. 14 Section 76.02. Nondiscrimination; Penalties. .................................................................. 15 Section 76.03. MacBride Principles—Northern Ireland .................................................. 16 Section 76.04. Tropical Hardwood and Virgin Redwood Ban ........................................ 17 Section 76.05. Drug-Free Workplace Policy ................................................................... 17 Section 76.06. Compliance with Americans with Disabilities Act .................................. 17 Section 76.07. Sunshine Ordinance ................................................................................. 17 Section 76.08. Limitations on Contributions ................................................................... 17 Section 76.09. Requiring Minimum Compensation for Covered Employees ................. 18 Section 76.10. Requiring Health Benefits for Covered Employees ................................. 19 Section 76.11. Prohibition on Political Activity with City Funds ................................... 21 Table of Contents
(continued)
Page
139698699.6
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Section 76.12. Conflict of Interest ................................................................................... 21 Section 76.13. Earned Income Credit (EIC) Forms ......................................................... 21 Section 76.14. Preservative-treated Wood Containing Arsenic....................................... 22 Section 76.15. Nondisclosure of Private Information ...................................................... 22 Section 76.16. Proprietary or Confidential Information of City ...................................... 22 Section 76.17. Compliance with Laws ............................................................................ 22 Section 76.18. Works for Hire ......................................................................................... 22 Section 76.19. Resource Conservation ............................................................................ 23 Section 76.20. Public Access to Meetings and Records .................................................. 23 Section 76.21. Guaranteed Maximum Costs.................................................................... 23 Section 76.22. Submitting False Claims; Monetary Penalties ......................................... 23 Section 76.23. Agreement Made in California; Venue .................................................... 24 Section 76.24. Ownership of Results ............................................................................... 24 Section 76.25. Audit and Inspection of Records.............................................................. 24 Section 76.26. Subcontracting ......................................................................................... 24 Section 76.27. Assignment .............................................................................................. 25 Section 76.28. Non-Waiver of Rights .............................................................................. 25 Section 76.29. City a Third Party Beneficiary ................................................................. 25 Section 76.30. Food Service Waste Reduction Requirements ...................................... 25 Section 76.31. Graffiti Removal. ..................................................................................... 25 Section 76.32. Counterparts; Electronic Delivery. .......................................................... 26

EXHIBIT A FORM OF 2024 SERIES A BOND .................................................................. A-1

139698699.6

SEVENTEENTH SUPPLEMENTAL INDENTURE
THIS SEVENTEENTH SUPPLEMENTAL INDENTURE, dated as of July 1, 2024 (this “ Seventeenth Supplemental Indenture ”), by and between the PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO (the “Commission”), a commission duly constituted under the Charter (the “Charter”) of the City and County of San Francisco (the “City”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association duly organized and existing under and by virtue of the laws of the United States of America, as trustee (the “Trustee”);
WITNESSETH:

WHEREAS, this Seventeenth Supplemental Indenture is supplemental to the Indenture, dated as of January 1, 2003 (the “Original Indenture”), between the Commission and the Trustee, as amended by a First Amendment to Indenture dated as of May 1, 2010 (the “First Amendment”), and as supplemented by a 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 Fifth Supplemental Indenture, dated as of September 14, 2017, the Sixth Supplemental Indenture, dated as of July 1, 2018, 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 T enth 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 Sixteenth Supplemental Indenture, dated as of April 26, 2023 (the Original Indenture and such aforementioned supplements, together with such other supplements or amendments as may be executed from time to time in accordance with the Original Indenture, the “Indenture”);
WHEREAS, the 2010 Series B Bonds, the 2013 Series B Bonds, the 2016 Series A Bonds, the 2016 Series B Bonds, the 2018 Series A Bonds, the 2018 Series B Bonds, the 2018 Series C Bonds, the 2021 Series A Bonds, the 2021 Series B Bonds, the 2022 Series B Bonds, the 2023 Series A Bonds, the 2023 Series B Bonds, the 2023 Series C Bonds , the SRF Loans and thre e Water Infrastructure Finance and Innovation Act loan agreements are the only wastewater revenue indebtedness of the Commission currently outstanding and secured by Net Revenues; WHEREAS, pursuant to Proposition E, approved by a majority of the voters voting at an election on November 5, 2002 and codified as Article VIIIB of the Charter (“Article VIIIB”), the Commission has the authority to issue additional revenue bonds for the purpose of reconstructing, replacing, expanding, repairing or improving water f acilities or clean water facilities, or combinations of water and clean water facilities under the jurisdiction of the Commission, subject to certain conditions, including, among others, the adoption of an ordinance by a two -thirds vote of the Board of Supervisors of the City, under such terms and conditions as the Commission may authorize;

139698699.6
- 2 -

WHEREAS, pursuant to Article VIIIB, the Board of Supervisors on September 29, 2020, adopted Ordinance No. 173-20, which was signed by the Mayor on October 1, 2020, authorizing the issuance of not to exceed $349,919,252 of Bonds, loans or other forms of indebtedness; WHEREAS, pursuant to Article VIIIB, the Board of Supervisors on July 27, 2021 adopted Ordinance No. 128-21, which was signed by the Mayor on August 4, 2021, amending Ordinance No. 173-20 and increasing the authoriz ed issuance thereunder to not to exceed $563,430,430 of Bonds, loans or other forms of indebtedness;
WHEREAS, pursuant to Article VIIIB, the Board of Supervisors on June 14, 2022 adopted Ordinance No. 110-22, which was signed by the Mayor on June 24, 2022, authorizing the issuance of not to exceed $704,198,901 of Bonds, loans or other forms of indebtedness; WHEREAS, pursuant to Article VIIIB, the Board of Supervisors on July 25, 2023 adopted Ordinance No. 181-23, which was signed by the Mayor on July 28, 2023 (together with Ordinance No. 173-20, Ordinance No. 128-21 and Ordinance No. 110-22, the “Ordinances”), authorizing the issuance of not to exceed $1,047,288,286 of Bonds, loans or other forms of indebtedness; WHEREAS, the Indenture provides that the Commission may, subject to the requirements of the Law (as defined in the Indenture), the Ordinances and the Indenture, issue one or more other series of Bonds from time to time pursuant to a supplemental indenture; WHEREAS, under the authority granted under Article VIIIB (as supplemented by California Government Code Sections 53580 et seq.), and the Ordinances thereunder, on June 25, 2024, the Commission adopted it s Resolution No. 24-_____, approving, among other things, the issuance of (i) one or more series or subseries of wastewater revenue bonds, in an aggregate principal amount not to exceed $700,000,000, issued on a Federally tax-exempt basis (collectively the “2024 Tax- Exempt Bonds”), for the purpose of financing or refinancing (through the retirement of commercial paper notes) various capital projects benefiting the Enterprise (including reimbursing the Commission for certain capital costs previously paid from other moneys), financing capitalized interest and paying costs of issuance related thereto, and (ii) one or more series or subseries of wastewater revenue bonds, in an aggregate principal amount not to exceed $605,000,000, issued on a Federally taxable basis (collectively, the “2024 Taxable Bonds” ), for the purpose of (a) financing, on an interim basis, certain costs of the Biosolids Digester Facilities Project (the “BDFP”), financing or refinancing (through the retirement of commercial paper notes) various capital projects benefiting the Enterprise (including reimbursing the Commission for certain capital costs previously paid from other moneys), financing capitalized interest and paying costs of issuance related thereto, in an aggregate principal amount not to exceed $480,000,000, (b) financing the costs of defeasing and refunding a portion of the outstanding 2018 Series [B] Bonds and the outstanding 2023 Series [B] Bonds, (the “Southeast Community Center Refunding Project”), financing capital costs related to the Southeast Community Center project, financing capitalized interest and paying costs of issuance related thereto, in an aggregate principal amount not to exceed $125,000,000;
WHEREAS, pursuant to such authorization, the Commission has determined to issue pursuant to this Seventeenth Supplemental Indenture, a series of 2024 Taxable Bonds designated “Wastewater Revenue Bonds, 2024 Series A (SSIP) (Green Bonds) (Federally Taxable)” in the

139698699.6
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principal amount not to exceed $_________ (the “2024 Series A Bonds”) to, among other things, finance the cost of the BDFP, finance or refinance (through the retirement of commercial paper notes) various capital projects benefiting the Enterprise (including reimbursing the Commission for certain capital costs pr eviously paid from other moneys), finance capitalized interest and pay costs of issuance related thereto;
WHEREAS, simultaneous with the issuance of the 2024 Series A Bonds and pursuant to such authorization, the Commission has determined to issue pursuant to a n Eighteenth Supplemental Indenture, three additional series of wastewater bonds, including (a) a series of 2024 Taxable Bonds designated “Wastewater Revenue Bonds, 2024 Series B (Non- SSIP) (Federally Taxable)” in a principal amount not to exc eed $_________ to, among other things, finance the costs of the Southeast Community Center Refunding Project, finance capital costs related to the Southeast Community Center project, finance capitalized interest and pay costs of issuance related thereto, and (b) a series of 2024 Tax-Exempt Bonds designated “Wastewater Revenue Bonds, 2024 Series C (SSIP) (Green Bonds)” in a principal amount not to exceed $_____, and a series of 2024 Tax-Exempt Bonds designated “Wastewater Revenue Bonds, 2024 Series D (Non- SSIP)” in a principal amount not to exceed $________, to, among other things, finance and refinance (through the retirement of commercial paper notes) various capital projects benefiting the Enterprise (including reimbursing the Commission for certain capital costs previously paid with proceeds of wastewater commercial paper notes or from other moneys) , finance capitalized interest and pay costs of issuance related thereto;
WHEREAS, the 2024 Series A Bonds will be issued by the Commission under the Indenture payable on a parity with the other Outstanding Series of Bonds and any Parity Loans; WHEREAS, the conditions and limitations contained in the Law, the Ordinances and the Indenture will be satisfied at the time of issuance of the 2024 Series A Bonds; WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and the entering into of this Seventeenth Supplemental Indenture do exist, have happened and ha ve been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Seventeenth Supplemental Indenture; NOW, THEREFORE, the parties hereto agree, as follows:

ARTICLE LXXIII
Definitions
Section 73.01. Definitions. The terms defined in this section shall, for all purposes of this Seventeenth Supplemental Indenture, have the meanings herein specified, to be equally applicable to both the singular and the plural forms of any of the terms herein defined. Terms defined in the Indenture and not otherwise defined herein shall have the meanings specified therein.

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Blended Treasury Yield
The term “Blended Treasury Yield” means, with respect to a maturity of the 2024 Series A Bonds, the yield computed by the Commission or the Calculation Agent as the linear interpolation of two Market Treasury Yields such that the theoretical maturity that corresponds to the interpolated Market Treasury Yield equals the date that corresponds to the remaining average life date of the maturity to be redeemed from the redemption date. The first Market Treasury Yield shall be the yield on an actively traded U.S. Treasury security, or a U.S. Treasury constant maturity with the maturity closest to but no later than the date cor responding to the remaining average life of the 2024 Series A Bonds maturity to be redeemed. The second Market Treasury Yield shall be the yield on an actively traded U.S. Treasury security or a U.S. Treasury constant maturity with the maturity closest to but no earlier than the date corresponding to the remaining average life of the 2024 Series A Bonds maturity to be redeemed.

Calculation Agent
The term “Calculation Agent” means a municipal advisor or other agent selected by the Commission to perform the calculations required in connection with the redemption of any 2024 Series A Bonds pursuant to Section 74.09(b) of the Indenture.

Closing Date
The term “Closing Date” means July 31, 2024, the date of the original issuance and delivery of the 2024 Series A Bonds.

Discount Yield
The term “Discount Yield” means, the Blended Treasury Yield, as determined by the Commission or the Calculation Agent with respect to the 2024 Series A Bonds maturity to be redeemed:
(i) plus _____ (__) basis points with res pect to the 2024 Series A Bonds maturing in 20__, and
(ii) plus _____ (__) basis points with respect to the 2024 Series A Bonds maturing in 20__.

The Discount Yield will be calculated assuming semi- annual compounding based upon a 360-day year consisting of twelve 30-day months.

Discounted Value
The term “Discounted Value” means, with respect to each outstanding maturity of the 2024 Series A Bonds to be redeemed, the sum as determined by the Commission or the Calculation Agent of the amounts obtained by discounting all remaining scheduled payments of principal and interest (exclusive of interest accrued to the date of redemption) on such maturity from their respective scheduled payment dates to the applicable redemption date, at a yield (computed on a

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semi-annual basis, assuming a 360- day year consisting of twelve 30 -day months) equal to the applicable Discount Yield.

Interim Funding Program
The term “Interim Funding Program” means, together, the [tax -exempt or taxable][confirm] notes captioned “Public Uti lities Commission of the City and County of San Francisco Commercial Paper Notes (Wastewater Series, Proposition E),” pursuant to one or more of the five available bank credit facilities , in the aggregate principal amount not to exceed $_______, and tax-exempt obligations captioned “Public Utilities Commission of the City and County of San Francisco Revolving Obligations (Wastewater Series, Proposition E),” pursuant to a revolving credit agreement with U.S. Bank [Trust Company,] National Association in the aggregate principal amount not to exceed $_______. [to be updated as needed] Market Treasury Yield
The term “Market Treasury Yield” means that yield, as determined by the Commission or the Calculation Agent, assuming semi-annual compounding based upon a 360-day year consisting of twelve 30-day months, which is equal to:
(i) the yield determined using the average of the bid and ask prices for the applicable maturity of an actively traded U.S. Treasury security, reported, as of 11:00 a.m., New York City time, on the Valuation Date on the Bloomberg’s Fix Income Trading (“FIT”) screen (or, if not available, any other nationally recognized trading screen reporting on-line intraday trading in U.S.

Treasury securities); or
(ii) if the yield described in (i) above is not reported as of such time or the yield reported as of such time is not ascertainable, the most recent yield published for the applicable U.S.

Treasury constant maturity from the federal Reserve Statistical Release H.15 Daily Update (or any comparable or successor publication) reported, as of 11:00 a.m., New York City time, on the Valuation Date; or
(iii) if the yields described in (i) and (ii) above are not reported as of such time or the yields reported as of such time are not ascertainable, the yield for the applicable maturity of any actively traded U.S. Treasury security shall be based upon the average of yields determined using bid and ask price quotations for such security (after excluding the highest and lowest quotations) as of 3:30 p.m., New York City time, on the Valuation Date received from no less than five primary dealers in U.S. Government securities selected by the Commission.

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

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2024 Continuing Disclosure Certificate
The term “2024 Continuing Disclosure Certificate” means the Continuing Disclosure Certificate, dated the date of initial issuance of the 2024 Series A Bonds, executed and delivered by the Commission, as it may be supplemented and amended in accordance with its terms. 2024 Series A Bonds
The term “2024 Series A Bonds” means the 2024 Series A Bonds authorized pursuant to Section 74.01(a).
2024 Series A Capital Project Account
The term “2024 Series A Capital Project Account” means the account by that name established within the Capital Project Fund pursuant to Section 74.07. 2024 Series A Capitalized Interest Account
The term “2024 Series A Capitalized Interest Account” means the account by that name established within the Interest Fund pursuant to Section 74.08. 2024 Series A Costs of Issuance Fund
The term “2024 Series A Costs of Issuance Fund” means the fund by that name established pursuant to Section 74.06.
2024 Series A Project
The term “2024 Series A Project” means financing costs of the BDFP, including capitalized interest related thereto, and financing or refinancing (through the retirement of commercial paper notes) various capital projects benefiting the Enterprise (including reimbursing the Commission for certain capital costs previously paid from other moneys). 2024 Series A Reimbursement Account
The term “2024 Series A Reimbursement Account” means the account by that name established within the Capital Project Fund pursuant to Section 74.07.

ARTICLE LXXIV

PROVISIONS RELATING TO BONDS
Section 74.01. Authorization and Terms of Bonds.
(a) A Series of Bonds is hereby created and such Bonds are designated as the “Wastewater Revenue Bonds, 2024 Series A (SSIP) (Green Bonds) (Federally Taxable),” which shall be a Series of Clean Water Revenue Bonds issued un der the Indenture. The aggregate principal amount of 2024 Series A Bonds that may be issued and Outstanding under this

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Seventeenth Supplemental Indenture shall not exceed $_____________, except as may be otherwise provided in Section 2.08. The 2024 Series A Bonds shall be of the tenor known as Current Interest Bonds.
(b) The 2024 Series A Bonds shall be initially registered in the name of “Cede & Co.,” as nominee of The Depository Trust Company, New York, New York, and shall be evidenced by one 2024 Series A Bond maturing on each maturity date in a denomination corresponding to the total principal designated to mature on such date. Registered ownership of the 2024 Series A Bonds, or any portion thereof, may not thereafter be transferred except as set forth in Section 74.03 herein
(c) The 2024 Series A Bonds shall be issued as fully registered Bonds without coupons in the denominations of $5,000 or any integral multiple thereof; provided that no 2024 Series A Bond shall have principal maturing on more than on e principal maturity date. The 2024 Series A Bonds shall be dated as of the Closing Date, the date of delivery thereof, and shall accrue interest from such date.
(d) The 2024 Series A Bonds shall mature on October 1 in the following years and in the following amounts and shall bear interest at the following rates per annum payable on April 1 and October 1 in each year, commencing October 1, 20__, calculated on the basis of a 360- day year consisting of twelve 30-day months:

Maturity
(October 1)
Principal
Amount

Interest Rate
[2026]
[2027]

(e) The principal of and premium, if any, on the 2024 Series A Bonds shall be payable by check or wire in lawful money of the United States of America to the Owner thereof, upon the surrender thereof at the corporate trust office of the Trustee in San Francisco, California, or such other office designated by the Trustee.

The interest on the 2024 Series A Bonds shall be payable in like lawful money to the person whose name appears on the bond registration books of the Trustee as the Owner thereof as of the close of business on the 15th day of the calendar month immediately preceding an interest payment date, whether or not such day is a Business Day, such interest to be paid by check mailed to such Owner at such address as appears on such registration books or at such address as such Owner may have filed with the Trustee for that purpose, or at the request of an Owner of at least $1,000,000 in aggregate principal amount of 2024 Series A Bonds filed with the Trustee by such 15th day, by wire transfer to such account designated in such request at a financial institution in the United States.
(f) Each 2024 Series A Bond shall bear interest from the interest payment date next preceding the date of authentication thereof unless it is authenticated as of a day during the period from the 16th day of the calendar month next preceding any i nterest payment date to the interest payment date, inclusive, in which event it shall bear interest from such interest payment

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date, or unless it is authenticated on or before September 15, 2024, in which event it shall bear interest from the Closing Date; provided, however, that if, at the time of authentication of any 2024 Series A Bond, interest is in default on Outstanding 2024 Series A Bonds, such 2024 Series A Bond shall bear interest from the interest payment date to which interest has previously been paid or made available for payment on the Outstanding 2024 Series A Bonds and shall be payable to the Owners thereof of record as of a special date as shall be established by the Trustee following such default.
(g) The Trustee shall assign each 2024 Series A Bond authenticated and registered by it a distinctive letter, or number, or letter and number, and shall maintain a record thereof which shall be available to the Commission for inspection. (h) On January 30, 2013, certain amendments set forth in the First Amendment that govern the sizing of the Required Reserve for each Series of Bonds became effective in accordance with the terms of the Indenture. In accordance therewith, the Commission has determined not to fund a Reserve Account for the 2024 Series A Bonds. (i) The Commission has reviewed all proceedings heretofore taken relative to the authorization of the 2024 Series A Bonds and has found, as a result of such review, that all conditions, things and acts required by l aw to exist, happen or be performed precedent to and in the issuance of the 2024 Series A Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and the Commission is authorized, pursuant to each and every requirement of law, including the Law, to issue the 2024 Series A Bonds in the manner and form provided in this Seventeenth Supplemental Indenture.

Section 74.02. Form of Bonds. The 2024 Series A Bonds and the Trustee’s certificates of authentication and registration and the forms of assignment to appear thereon shall be in substantially the forms set forth as Exhibit A to this Seventeenth Supplemental Indenture, with necessary or appropriate variations, omissions and insertions as permitted or required by this Seventeenth Supplemental Indenture.

Section 74.03. Use of Depository.
(a) The 2024 Series A Bonds shall be initially registered as provided in Section

80.01(b) hereof. Registered ownership of the 2024 Series A Bonds, or any portions thereof, may not thereafter be transferred except:
(i) to any successor of The Depository Trust Company or its nominee, or of any substitute depository designated pursuant to clause (ii) of this subsection (a) (a “Substitute Depository”); provided that any successor of The Depository Trust Company or Substitute Depository shall be qualified under any applicable laws to provide the service proposed to be provided by it; (ii) to any Substitute Depository not objected to by the Trustee, upon (1) the resignation of The Depository Trust Company or its successor (or any Substitute Depository or its successor) from its functions as depository, or (2) a determination by the Commissio n that The Depository Trust Company (or its successor) is no

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longer able to carry out its functions as depository; provided that any such Substitute Depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or
(iii) to any person as provided below, upon (1) the resignation of The Depository Trust Company or its successor (or any Substitute Depository or its successor) from its functions as depository, or (2) a determination by the Commission to remove The Depos itory Trust Company or its successor (or Substitute Depository or its successor) from its functions as depository. (b) In the case of any transfer pursuant to clause (i) or clause (ii) of subsection (a) of this Section, upon receipt of all Outstanding 2024 Series A Bonds by the Trustee, together with a Written Request of the Commission to the Trustee designating the Substitute Depository, a single new 2024 Series A Bond, which the Commission shall prepare or cause to be prepared, shall be executed and delivered for each maturity of each series of the 2024 Series A Bonds then Outstanding, registered in the name of such successor or such Substitute Depository, or their nominees, as the case may be, all as specified in such Written Request of the Commission.

In the case of any transfer pursuant to clause (iii) of subsection (a) of this Section, upon receipt of all Outstanding 2024 Series A Bonds by the Trustee, together with a Written Request of the Commission to the Trustee, new 2024 Series A Bonds, which the Commission shall prepare or cause to be prepared in definitive form, shall be executed and delivered in such denominations and registered in the names of such persons as are requested in such Written Request of the Commission, subject to the limitations of Sect ion 74.01 hereof, provided that the Trustee shall not be required to deliver such new 2024 Series A Bonds within a period less than 60 days after the date of receipt of such Written Request from the Commission (c) In the case of a partial redemption or an adva nce refunding of any 2024 Series A Bonds evidencing a portion of the principal maturing in a particular year, The Depository Trust Company or its successor (or any Substitute Depository or its successor) shall make an appropriate notation on such 2024 Series A Bonds indicating the date and amounts of such reduction in principal, in form acceptable to the Trustee. The Trustee shall not be liable for such depository’s failure to make such notations or errors in making such notations. (d) The Commission and the Tr ustee shall be entitled to treat the person in whose name any 2024 Series A Bond is registered as the Owner thereof for all purposes of the Indenture and any applicable laws, notwithstanding any notice to the contrary received by the Trustee or the Commission; and the Commission and the Trustee shall not have responsibility for transmitting payments to, communicating with, notifying, or otherwise dealing with any beneficial owners of the 2024 Series A Bonds. Neither the Commission nor the Trustee shall have any responsibility or obligation, legal or otherwise, to any such beneficial owners or to any other party, including The Depository Trust Company or its successor (or Substitute Depository or its successor), except to the Owner of any 2024 Series A Bonds, and the Trustee may rely conclusively on its records as to the identity of the Owners of the 2024 Series A Bonds. (e) Notwithstanding any other provision of this Seventeenth Supplemental Indenture and so long as all Outstanding 2024 Series A Bonds are registered in the name of Cede

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& Co. or its registered assigns, the Commission and the Trustee shall cooperate with Cede & Co., as sole registered Bondowner, and its registered assigns, in effecting payment of the principal of and redemption premium, if any, and interest on the 2024 Series A Bonds by arranging for payment in such manner that funds for such payments are properly identified and are made available on the date they are due all in accordance with the Letter of Representations delivered by the Commission to The Depository Trust Company with respect to the 2024 Series A Bonds, the provisions of which the Trustee may rely upon to implement the foregoing procedures notwithstanding any inconsistent provisions herein.

Section 74.04. Issuance of 2024 Series A Bonds. At any time after the execution of this Seventeenth Supplemental Indenture, the Commission may execute and the Trustee may authenticate and upon a Written Request or Certificate of the Commission, deliver the 2024 Series A Bonds in the aggregate principal amount of $_________, to the respective initial purchasers thereof specified in such Written Request or Certificate.

Section 74.05. Application of Proceeds of 2024 Series A Bonds. On the Closing Date, the original purchaser of the 2024 Series A Bonds will pay and delive r the purchase price of the 2024 Series A Bonds equal to $________________ (comprised of the principal amount of the 2024 Series A Bonds of $________________, plus [net] original issue premium on the 2024 Series A Bonds of $________________, less an underw riter’s discount of $________________ to the Trustee, who shall deposit and transfer this amount as follows:
(a) The Trustee shall deposit $_______________ in the 2024 Series A Costs of Issuance Fund established under Section 74.06.
(b) The Trustee shall deposit $_______________ in the 2024 Series A Capital Project Account established under Section 74.07.
(c) The Trustee shall deposit $______________ in the 2024 Series A Reimbursement Account established under Section 74.07.
(d) The Trustee shall deposit $___________ in the 2024 Series A Capitalized Interest Account within the Interest Fund established under Section 74.08.

Section 74.06. Establishment and Application of the 2024 Series A Costs of Issuance Fund.
(a) The Trustee shall establish and maintain a fund separate from any other fund established and maintained hereunder to be known as the “2024 Series A Costs of Issuance Fund.” The money in the 2024 Series A Costs of Issuance Fund shall be used and disbursed in the manner provided herein fo r the purpose of paying costs of issuance incidental to or connected with the issuance of the 2024 Series A Bonds (or for making reimbursements to the Commission or any other person, firm or corporation for such costs theretofore paid by such person or it). Any balance of money remaining in the 2024 Series A Costs of Issuance Fund after the payment of all costs incidental to or connected with the issuance of the 2024 Series A Bonds (as certified to the Trustee by the Commission) or on ______ __, 2024, whichever is earlier, shall be transferred by the Trustee

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to the 2024 Series A Capital Project Account, and the 2024 Series A Costs of Issuance Fund shall be closed.
(b) Before any payment is made by the Trustee to pay costs of issuance from the 2024 Series A Costs of Issuance Fund, the Commission shall cause to be filed with the Trustee a Written Requisition of the Commission that states the following (which shall be sufficient evidence to the Trustee of the facts stated):
(i) the item number of the payment;
(ii) the name and address of the person to whom payment is due; (iii) the amount to be paid; and
(iv) the purpose for which the obligation to be paid was incurred. (v) Each such Written Requisition shall state, and shall be sufficient evidence to the Trustee:
(1) that obligations in the stated amounts have been incurred by the Commission and that each item thereof is a proper charge; and (2) that there has not been filed with or served upon the Commission notice of any lien, right to lien or attachment upon, or claim affect ing the right to receive payment of, any of the moneys payable to any of the persons named in such Written Requisition, which has not been released or will not be released simultaneously with the payment of such obligation
Upon receipt of each such Written Requisition, the Trustee will pay the amounts set forth in such Written Requisition as directed by the terms hereof. The Trustee need not make any such payment if it has received notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys to be so paid, which has not been released or will not be released simultaneously with such payment.

Section 74.07. Establishment and Application of the 2024 Series A Capital Project Account and the 2024 Series A Reimbursement Account.
(a) 2024 Series A Capital Project Account. The Commission hereby covenants and agrees to establish, maintain and hold hereunder within the Capital Project Fund, established under Section 3.04 of the Indenture, a separate account known as the “ 2024 Series A Capital Project Account.” The Treasurer shall hold the amounts on deposit in the 2024 Series A Capital Project Account, which shall be maintained and accounted for by the Controller so long as any moneys are on deposit therein. Upon completion of the 2024 Series A Project, the Commission may direct the transfer of any remaining balance in the 2024 Series A Capital Project Account to any other lawfully available fund or account of the Commission.

The moneys in the 2024 Series A Capital Project Account shall be held by the Treasurer in trust and applied to the costs of the 2024 Series A Project and the expenses incident thereto or

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connected therewith, including, if necessary, interest to the extent permitted by law, reimbursement to the Commission for expenses incurred prior to the issuance of the 2024 Series A Bonds or in connection with the Enterprise, architectural, engineering and inspection fees and expenses, apparatus, equipment and furnishings for the Enterprise, testing and inspection, surveys, insurance premiums, losses during construction not insured against because of deductible amounts, the fees and expenses of the Trustee, legal, accounting and consultant fees and expenses, and similar expenses. The Treasurer shall pay out moneys from the 2024 Series A Capital Project Account only upon warrants drawn by the Controller in the manner provided by law. No withdrawals shall be made from the 2024 Series A Capital Project Account for any purpose not authorized by law.

All moneys held by the Tr easurer in the 2024 Series A Capital Project Account may be invested in Legal Investments maturing not later than the date on which such moneys are required for payment by the Treasurer.
(b) 2024 Series A Reimbursement Account. The Commission hereby covenants and agrees to establish, maintain and hold hereunder within the Capital Project Fund, established under Section 3.04 of the Indenture, a separate account known as the “ 2024 Series A Reimbursement Account,” which shall be maintained and accounted for by the Trustee so long as any moneys are on deposit therein. The moneys in the 2024 Series A Reimbursement Account shall be held by the Trustee in trust and transferred by the Trustee to U.S. Bank Trust Company, National Association, as issuing and paying agent or revolving line of credit provider under the Interim Funding Program on ___________, 2024, in connection with the reimbursement of certain capital costs previously paid with the [ taxable][tax-exempt] proceeds of the Interim Funding Program related to the Series A Project.

Any balance remaining in the 2024 Series A Reimbursement Account following such application of moneys shall be transferred to the Treasurer for deposit in the 2024 Series A Capital Project Account. All moneys held by the Trustee in the 2024 Series A Reimbursement Account shall be invested in Permitted Investments specified by the Commission or, if the Commission does not so specify, then in Permitted Investments of the type described in clause (f) of the definition thereof that are rated AAAm-G by S&P and Aaa by Moody’s.

Section 74.08. Establishment and Applicati on of the 2024 Series A Capitalized Interest Account.
(a) The Trustee shall establish and maintain within the Interest Fund an account separate from any other fund or account established and maintained hereunder to be known as the “2024 Series A Capitalized Interest Account.” Amounts on deposit in the 2024 Series A Capitalized Interest Account shall be applied to the payment of interest on the 2024 Series A Bonds on each April l and October 1, commencing on October 1, 2024, in such amounts as specified in a written certificate of the Commission delivered to the Trustee not less than five Business Days prior to each April 1 and October 1, prior to amounts in the Interest Fund being so used. (b) Amounts remaining on deposit in the 2024 Series A Capitalized Interest Account at such time as the Commission has informed the Trustee in a written certificate of the Commission that the 2024 Series A Capitalized Interest Account shall be closed shall be

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transferred by the Trustee to the Commission for deposit in the 2024 Series A Capital Project Account. All moneys held by the Trustee in the 2024 Series A Capitalized Interest Account may be invested in Legal Investments maturing not later than the date on which such moneys are required for payment by the Trustee.

Section 74.09. Terms of Redemption – 2024 Series A Bonds. (a) Optional Redemption. The 2024 Series A Bonds shall be subject to redemption prior to their stated maturity, at the option of the Commission, from and to the extent of any source of available funds, as a whole or in part, on any date on or after [August 1, 20__], at a redemption price equal to 100% of the principal amount of the 2024 Series A Bonds to be redeemed, plus accrued interest thereon to the date fixed for redemption, without premium. If 2024 Series A Bonds are to be optionally redeemed in part, the Commission shall direct the maturities, or portions thereof, to be redeemed, and, if less than all of the 2024 Series A Bonds of a particular maturity are to be redeemed, the 2024 Series A Bonds shall be redeemed pro-rata within any such maturity.
(b) Make Whole Optional Redemption. Before [August 1, 20__] , the 2024 Series A Bonds shall be subject to redemption prior to their respective stated maturity dates either in whole or in part, at the option of the Commission, at any time, at a redemption price equal to the greater of (i) 100% of the princ ipal amount thereof or (ii) the Discounted Value thereof, plus in either case, accrued interest thereon to the date of redemption. (c) The 2024 Series A Bonds may be redeemed in any order of maturity and in any principal amount within a maturity as selected by the Commission in its sole discretion. (d) Notice to Trustee. The Commission shall give the Trustee written notice at least 45 days before any date fixed for the redemption of 2024 Series A Bonds to be redeemed pursuant to subsection (a) of the fact and date of redemption and of the principal amount of 2024 Series A Bonds and the maturities or portions thereof to be redeemed. (e) Rescission of Notice of Rede mption. The Commission, may, at its option, on or prior to the date fixed for redemption in any notice of redemption of 2024 Series A Bonds, rescind and cancel such notice of redemption by Written Request to the Trustee and the Trustee shall mail notice of such cancellation to the recipients of the notice of redemption being cancelled. (f) Application of Terms of Indenture. The provisions of the Indenture relating to redemption of Bonds set forth in Sections 4.02, 4.03, 4.04 and 4.05 shall apply to the redemption of the 2024 Series A Bonds.

Section 74.10. Continuing Disclosure. The Commission hereby covenants and agrees that it will comply with and carry out all of the provisions of the 2024 Continuing Disclosure Certificate. Notwithstanding any other provision of the Indenture, failure of the Commission to comply with the 2024 Continuing Disclosure Certificate shall not be considered an Event of Default; however, any Participating Underwriter (as such term is defined in the 2024 Continuing Disclosure Certificate) or any Bondowner or beneficial owner may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the

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Commission to comply with its obligations under this Section, and the sole remedy in the event of any failure of the Commission to comply with the 2024 Continuing Disclosure Certificate shall be an action to compel performance.

Section 74.11. No Senior State Loans. No Senior State Loans are currently Outstanding.

Notwithstanding anything contained in the Indenture, including but not limited to Section

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

ARTICLE LXXV

MISCELLANEOUS
Section 75.01. Terms of 2024 Series A Bonds Subject to the Indenture. Except as expressly provided in this Seventeenth Supplemental Indenture, every term and condition contained in the Indenture shall apply to this Seventeenth Supplemental Indenture, and to the 2024 Series A Bonds, with the same force and effect as if the same were herein set forth at length, with such omissions, variations and modifications thereof as may be appropriate to make the same conform to this Seventeenth Supplemental Indenture.

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

Section 75.02. Effective Date of Seventeenth Supplemental Indenture. This Seventeenth Supplemental Indenture shall take effect upon its execution and delivery.

Section 75.03. Execution in Counterparts. This Seventeenth Supplemental Indenture may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument.

ARTICLE LXXVI
CITY REQUIREMENTS; EXECUTION
As used in this Article, “Agreement” means the Indenture.

To the extent of any inconsistency between the provisions in this Article and the provisions in prior Articles of this Indenture entitled “City Requirements” or “Additional City Requirements,” the provisions of this Article shall control.\
Section 76.01. Local Business Enterprise Utilization; Liquidated Damages.

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(a) The LBE Ordinance . The Trustee shall comply with all the requirements of the Disadvantaged Business Enterprise Ordinance set forth in Chapter 14B of the San Francisco Administrative Code as it now exists or as it may be amended in the future (collectively the “LBE Ordinance”), provided such amendments do not materially increase the Trustee’s obligations or liabilities, or materially diminish the Trustee’s rights, under this Seventeenth Supplemental Indenture. Such provisions of the LBE Ordinance are incorporated by referenc e and made a part of this Seventeenth Supplemental Indenture as though fully set forth in this Section. The Trustee’s willful failure to comply with any applicable provision of the LBE Ordinance is a material breach of the Trustee’s obligations under this Seventeenth Supplemental Indenture and shall entitle City, subject to any applicable notice and cure provisions set forth in this Seventeenth Supplemental Indenture, to exercise any of the remedies provided for under this Seventeenth Supplemental Indenture, under the LBE Ordinance or otherwise available at law or in equity, which remedies shall be cumulative unless this Seventeenth Supplemental Indenture expressly provides that any remedy is exclusive. In addition, the Trustee shall comply fully with all ot her applicable local, state and federal lawsꞏ prohibiting discrimination and requiring equal opportunity in contracting, including subcontracting.
(b) Compliance and Enforcement. If the Trustee willfully fails to comply with any of the provisions of the LBE Ordinance, the rules and regulations implementing the LBE Ordinance, or the provisions of this Seventeenth Supplemental Indenture pertaining to LBE participation, the Trustee shall be liable for liquidated damages in an amount equal to the Trustee’s net profit on this Seventeenth Supplemental Indenture, or 10% of the total amount of this Seventeenth Supplemental Indenture, or $1,000, whichever is greatest. The Director of the City’s Human Rights Commission or any other public official authorized to enforce the LBE Ordinance (separately and collectively, the “Director of HRC”) may also impose other sanctions against the Trustee authorized in the LBE Ordinance, including declaring the Trustee to be irresponsible and ineligible to contract with the City for a period of up to five years or revocation of the Trustee’s DBE certification. The Director of HRC will determine the sanctions to be imposed, including the amount of liquidated da mages, after investigation pursuant to Administrative Code §14B.17.

By entering into this Seventeenth Supplemental Indenture, the Trustee acknowledges and agrees that any liquidated damages assessed by the Director of the HRC shall be payable to City upon demand. ꞏThe Trustee further acknowledges and agrees that any liquidated damages assessed may be withheld from any monies due to the Trustee on any contract with City, The Trustee agrees to maintain records necessary for monitoring its compliance with the LBE Ordinance for a period of three years following termination or expiration of this Seventeenth Supplemental Indenture, and shall make such records available for audit and inspection by the Director of HRC or the Controller upon request.

Section 76.02. Nondiscrimination; Penalties.
(a) Trustee Shall Not Discriminate . In the performance of this Seventeenth Supplemental Indenture; the Trustee agrees not to discriminate against any employee, City and County employee working with such contractor or subcontractor, applicant for employment with such contractor or subcontractor, or against any person seeking accommodations, advantages, facilities, privileges, services, or membership in all business, social, or other establishments or

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organizations, on the basis of the fact or p erception of a person’s race, color, creed, religion, national origin, ancestry, age, height, weight, sex, sexual orientation, gender identity, domestic partner status, marital status, disability or Acquired Immune Deficiency Syndrome or HIV status (AIDS/HN status), or association with members of such protected classes, or in retaliation for opposition to discrimination against such classes.
(b) Subcontracts. The Trustee shall incorporate by reference in all subcontracts the provisions of §§12B.2(a), 12B.2( c)-(k), and 12C.3 of the San Francisco Administrative Code (copies of which are available from Purchasing) and shall require all subcontractors to comply with such provisions. The Trustee’s failure to comply with the obligations in this subsection shall constitute a material breach of this Seventeenth Supplemental Indenture.

Nondiscrimination in Benefits . The Trustee does not as of the date of this Seventeenth Supplemental Indenture and will not during the term of this Seventeenth Supplemental Indenture, in any of its operations in San Francisco, on real property owned by San Francisco, or where work is being performed for the City elsewhere in the United States, discriminate in the provision of bereavement leave, family medical leave, health benefits, membership or membership discounts, moving expenses, pension and retirement benefits or travel benefits, as well as any benefits other than the benefits specified above, between employees with domestic partners and employees with spouses, and/or between the domestic partners and spouses of such employees, where the domestic partnership has been registered with a governmental entity pursuant to state or local law authorizing such registration, subject to the conditions set forth in §12B.2(b) of the San Francisco Administrative Code.
(c) Condition to Contract. As a condition to this Seventeenth Supplemental Indenture, the Trustee shall execute the “Chapter 12B Declaration: Nondiscrimination in Contracts and Benefits” form (form HRC -12B-101) with supporting document ation and secure the approval of the form by the San Francisco Human Rights Commission.
(d) Incorporation of Administrative Code Provisions by Reference. The provisions of Chapters 12B and 12C of the San Francisco Administrative Code are incorporated in this Section by reference and madeꞏ a part of this Seventeenth Supplemental Indenture as though fully set forth herein. The Trustee shall comply fully with and be bound by all of the provisions that apply to this Seventeenth Supplemental Indenture under suc h Chapters, including but not limited to the remedies provided in such Chapters. Without limiting the foregoing, the Trustee understands that pursuant to §12B.2(h) of the San Francisco Administrative Code, a penalty of $50 for each person for each calendar day during which such person was discriminated against in violation of the provisions of this Seventeenth Supplemental Indenture may be assessed against the Trustee and/or deducted from any payments due the Trustee.

Section 76.03. MacBride Principles —Northern Ireland . The provisions of San Francisco Administrative Code §12F are incorporated by this reference and made part of this Indenture. By entering into this Indenture, the Trustee confirms that it has read and understood that the City urges companies doing business in Northern Ireland to resolve employment inequities and to abide by the MacBride Principles, and urges San Francisco companies to do business with corporations that abide by the MacBride Principles.

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Section 76.04. Tropical Hardwood and Virgin Redwood Ban . Under San Francisco Environment Code Section 804(b), the City urges the Trustee not to import, purchase, obtain, or use for any purpose, any tropical hardwood, tropical hardwood wood product, virgin redwood or virgin redwood wood product.

Section 76.05. Drug-Free Workplace Policy. The Trustee acknowledges that pursuant to the Federal Drug -Free Workplace Act of 1989, the unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited on City premises. The Trustee agrees that any violation of this prohibition by the Trustee, its employees, agents or assigns will be deemed a material breach of this Seventeenth Supplemental Indenture.

Section 76.06. Compliance with Americans with Disabilities Act . The Trustee acknowledges that, pursuant to the Americans with Disabilities Act (ADA), programs, services and other activities provided by a public entity to the public, whether directly or through a contractor, must be accessible to the disabled public. The Trustee shall provide the services specified in this Seventeenth Supplemental Indenture in a manner that complies with the ADA and any and all other applicable federal, state and local disability rights legislation. The Trustee agrees not to discriminate against disabled persons in the provision of services, benefits or activities provided under this Seventeenth Supplemental Indenture and further agrees that any violation of this prohibition on the part of the Trustee, its employees, agents or assigns will constitute a material breach of this Seventeenth Supplemental Indenture.

Section 76.07. Sunshine Ordinance. In accordance with San Francisco Administrative Code §67.24(e), contracts, contractors’ bids, responses to solicitations and all other records of communications between City and persons or firms seeking contracts, shall be open to inspection immediately after a contract has been awarded. Nothing in this provision requires the disclosure of a private person or organization’s net worth or other proprietary financial data submitted for qualification for a contract or other benefit until and unless that person or organization is awarded the contract or benefit. Information provided which is covered by this paragraph will be made available to the public upon request.

Section 76.08. Limitations on Contributions. Through its execution of this Seventeenth Supplemental Indenture, the Trustee acknowledges that it is familiar with Section 1.126 of the City’s Campaign and Governmental Conduct Code, which prohibits any person who contracts with the City for the rendition of personal services, for the furnishing of any material, supplies or equipment, for the sale or lease of any land or building, or for a grant, loan or loan guarantee, from making any campaign contribution to (1) an individual holding a City elective office if the contract must be approved by the individual, a board on which that individual serves; or a board on which an appointee of that individual serves, (2) a candidate for the office held by such individual, or (3) a committee controlled by such individual, at any time from th e commencement of negotiations for the contract until the later of either the termination of negotiations for such contract or six months after the date the contract is approved. The Trustee acknowledges that the foregoing restriction applies only if the contract or a combination or series of contracts approved by the same individual or board in a fiscal year have a total anticipated or actual value of $50,000 or more. The Trustee further acknowledges that the prohibition on contributions applies to each pr ospective party to the contract; each member of the Trustee’s board of directors; the Trustee’s chairperson, chief executive officer, chief financial officer and chief operating officer; any person with an

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ownership interest of more than 20 percent in the Trustee; any subcontractor listed in the bid or contract; and any committee that is sponsored or controlled by the Trustee. Additionally, the Trustee acknowledges that the Trustee must inform each of the persons described in the preceding sentence of the prohibitions contained in Section 1.126.

Section 76.09. Requiring Minimum Compensation for Covered Employees. (a) The Trustee agrees to comply fully with and be bound by all of the provisions of the Minimum Compensation Ordinance (MCO), as set forth in San Francisco Administrative Code Chapter 12P (Chapter 12P), including the remedies provided, and implementing guidelines and rules. The provisions of Chapter l2P are incorporated herein- by reference and made a part of this Seventeenth Supplemental Indenture as though fully set forth. The text of the MCO is available on the web at http://www.sfgov.org/olse/mco. A partial listing of some of the Trustee’s obligations under the MCO is set forth in this Section. The Trustee is required to comply with all the provisions of the MCO, irrespective of the listing of obligations in this Section.

The MCO requires the Trustee to pay the Trustee’s employees a minimum hourly gross compensation wage rate and to provide minimum compensated and uncompensated time off. The minimum wage rate may change from year to year and the Trustee is obligated to keep informed of the then -current requirements. Any subcontract entered into by the Trustee shall require the subcontractor to comply with the requirements of the MCO and shall contain contractua l obligations substantially the same as those set forth in this Section. It is the Trustee’s obligation to ensure that any subcontractors of any tier under this Seventeenth Supplemental Indenture comply with the requirements of the MCO. If any subcontractor under this Seventeenth Supplemental Indenture fails to comply, City may pursue any of the remedies set forth in this Section against the Trustee.
(b) The Trustee shall not take adverse action or otherwise discriminate against an employee or other person for the exercise or attempted exercise of rights under the MCO. Such actions, if taken within 90 days of the exercise or attempted exercise of such rights, will be rebuttably presumed to be retaliation prohibited by the MCO. (c) The Trustee shall maintain employee and payroll records as required by the MCO.

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(f) The Trustee understands and agrees that if it fails to comply with the requirements of the MCO, the City shall have the right to pursue any rights or remedies available under Chapter 12P (including liquidated damages), under the terms of the contract, and under applicable law. If, within 30 days after receiving written notice of a breach of this Seventeenth Supplemental Indenture for violating the MCO, the Trustee fails to cure such breach or , if such breach cannot reasonably be cured within such period of 30 days, the Trustee fails to commence efforts to cure within such period, or thereafter fails diligently to pursue such cure to completion; the City shall have the right to pursue any rights or remedies available under applicable law, including those set forth in Section 12P.6(c) of Chapter 12P. Each of these remedies shall be exercisable individually or in combination with any other rights or remedies available to the City. (g) The Trustee represents and warrants that it is not an entity that was set up, or is being used, for the purpose of evading the intent of the MCO. (h) The City may conduct random audits of the Trustee. Random audits shall be (i) noticed in advance in writing; (ii) limited to ascertaining whether Covered Employees are paid at least the minimum compensation required by the MCO; (iii) accomplished through an examination of pertinent records at a mutually agreed upon time and location within ten days of the written notice; and (iv) limited to one audit of the Trustee every two years for the duration of this Seventeenth Supplemental Indenture. Nothing in this Seventeenth Supplemental Indenture is intended to preclude the City from investigating any report of an alleged violation of the MCO.

Section 76.10. Requiring Health Benefits for Covered Employees. Unless exempt, the Trustee agrees to comply fully with and be bound by all of the provisions of the Health Care Accountability Ordinance (HCAO), as set forth in San Francisco Administrative Code Chapter 12Q, including the remedies provided, and implementing regulations, as the same may be amended from time to time. The provisions of Chapter 12Q are incorporated herein by reference and made a part of this Seventeenth Supplemental Indenture as though fully set forth. The text of the HCAO is available on the web at http://www.sfgov.org/oca/lwlh.htm. Capitalized terms used in this Section and not defined in this Seventeenth Supplemental Indenture shall have the meanings assigned to such terms in Chapter 12Q.
(a) For each Covered Employee, the Trustee shall provide the appropriate health benefit set forth in Section 12Q.3 of the HCAO. If the Trustee chooses to offer the health plan option, such health plan shall meet the m inimum standards set forth by the San Francisco Health Commission.
(b) Notwithstanding the above, if the Trustee is a small business as defined in Section 12Q.3(d) of the HCAO, it shall have no obligation to comply with part (a) above. (c) The Trustee’s failure to comply with the HCAO shall constitute a material breach of this Seventeenth Supplemental Indenture. City shall notify the Trustee if such a breach has occurred. If, within 30 days after receiving City’s written notice of a breach of this Seventeen th Supplemental Indenture for violating the HCAO, the Trustee fails to cure such breach or, if such breach cannot reasonably be cured within such period of 30 days, the Trustee fails to commence efforts to cure within such period, or thereafter fails diligently to pursue such cure to completion, City shall have the right to pursue the remedies set forth in 12Q.5(f)(1-5). Each of these remedies

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shall be exercisable individually or in combination with any other rights or remedies available to City.
(d) Any Subcontract entered into by the Trustee shall require the Subcontractor to comply with the requirements of the HCAO and shall contain contractual obligations substantially the same as those set forth in this Section. The Trustee shall notify City’s Office of Contract Administration when it enters into such a Subcontract and shall certify to the Office of Contract Administration that it has notified the Subcontractor of the obligations under the HCAO and has imposed the requirements of the HCAO on Subcontractor through the Subcontract. The Trustee shall be responsible for its Subcontractors’ compliance with this Chapter. If a Subcontractor fails to comply, the City may pursue the remedies set forth in this Section against the Trustee based on the Subcontractor’s failure to comply, provided that City has first provided the Trustee with notice and an opportunity to obtain a cure of the violation.
(e) The Trustee shall not discharge, reduce in compensation, or otherwise discriminate against any employee for notifying City with regard to the Trustee’s noncompliance or anticipated noncompliance with the requirements of the HCAO, for opposing any practice proscribed by the HCAO, for participating in proceedings related to the HCAO, or for seeking to assert or enforce any rights under the HCAO by any lawful means.
(f) The Trustee represents and warrants that it is not an entity that was set up, or is being used, for the purpose of evading the intent of the HCAO. (g) The Trustee shall maintain employee and payroll records in compliance with the California Labor Code and Industrial Welfare Commission orders, including the number of hours each employee has worked on the City Contract.
(h) The Trustee shall keep itself informed of the current requirements of the HCAO. (i) The Trustee shall provide reports to the City in accordance with any reporting standards promulgated by the City’ under the HCAO, including reports on Subcontractors and Subtenants, as applicable.
(j) The Trustee shall provide City with access to records pertaining to compliance with HCAO after receiving a written request from City to do so and being provided at least ten business days to respond.
(k) The Trustee shall allow City to inspect the Trustee’s job sites and have access to the Trustee’s employees in order to monitor and determine compliance with HCAO. (l) The City may conduct random audits of the Trustee to ascertain its compliance with HCAO. The Trustee agrees to cooperate with City when it conducts such audits. (m) If the Trustee is exempt from the HCAO when this Seventeenth Supplemental Indenture is executed because its amount is less than $25,000 ($50,000 for nonprofits), but the Trustee later enters into an agreement or agreements that cause the Trustee’s aggregate amount of all agreements with Ci ty to reach $75,000, all the agreements shall be thereafter subject to the HCAO. This obligation arises on the effective date of the agreement that causes the cumulative

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amount of agreements between the Trustee and the City to be equal to or greater than $75,000 in the fiscal year.

Section 76.11. Prohibition on Political Activity with City Funds . In accordance with San Francisco Administrative Code Chapter 12.G, the Trustee may not participate in, support, or attempt to influence any political campaign for a candidate or for a ballot measure (collectively, “Political Activity”) in the performance of the services provided under this Seventeenth Supplemental Indenture. The Trustee agrees to comply with San Francisco Administrative Code Chapter 12.G and any implementing rule s and regulations promulgated by the City’s Controller.

The terms andꞏ provisions of Chapter 12.G are incorporated herein by this reference. In the event the Trustee violates the provisions of this Section, the City may, in addition to any other rights or remedies available hereunder, (i) terminate this Seventeenth Supplemental Indenture, and (ii) prohibit the Trustee from bidding on or receiving any new City contract for a period of two (2) years. The Controller will not consider the Trustee’s use of profit as a violation of this Section.

Section 76.12. Conflict of Interest . Through its execution of this Seventeenth Supplemental Indenture, the Trustee acknowledges that it is familiar with the provisions of Section

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

Section 76.13. Earned Income Credit (EIC) Forms . Administrative Code section 120 requires that employers provide their employees with IRS Form W5 (The Earned Income Credit Advance Payment Certificate) and the IRS EIC Schedule, as set forth below. Employers can locate these forms at the IRS Office, on the Internet, or anywhere that Federal Tax Forms can be found. (a) The Trustee shall provide EIC Forms to each Eligible Employee at each of the following times: (i) within thirty days following the date on which this Seventeenth Supplemental Indenture becomes effective (unless the Trustee has already provided such EIC Forms at least once during the calendar year in which such effective date falls); (ii) promptly after any Eligible Employee is hired by the Trustee; and (iii) annually between January 1 and January 31 of each calendar year during the term of this Seventeenth Supplemental Indenture. (b) Failure to comply with any requirement contained in subparagraph (a) of this Section shall constitute a material breach by the Trustee of the terms of this Seventeenth Supplemental Indenture. If, within thirty days after the Trustee r eceives written notice of such a breach; the Trustee fails to cure such breach or, if such breach cannot reasonably be cured within such period of thirty days, the Trustee fails to commence efforts to cure within such period or thereafter fails to diligently pursue such cure to completion, the City may pursue any rights or remedies available under this Seventeenth Supplemental Indenture or under applicable law. (c) Any Subcontract entered into by the Trustee shall require the subcontractor to comply, as to the subcontractor’s Eligible Employees, with each of the terms of this Section.

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

Section 76.14. Preservative-treated Wood Containing Arsenic . The Trustee may not purchase preservative treated wood products containing arsenic in the performance of this Seventeenth Supplemental Indenture unless an exemption from the requirements of Chapter 13 of the San Francisco Environment Code is obtained from the Department of the Environment under Section 1304 of the Code. The term “preservative -treated wood containing arsenic” shall mean wood treated with a preservative that contains arsenic; elemental arsenic, or an arsenic copper combination, including, but not limited to, chromated copper arsenate preservative, ammoniacal copper zinc arsenate preservative, or ammoniacal copp er arsenate preservative. The Trustee may purchase preservative-treated wood products on the list of environmentally preferable alternatives prepared and adopted by the Department of the Environment. This provision does not preclude the Trustee from purcha sing preservative-treated wood containing arsenic for saltwater immersion.

The term “saltwater immersion” shall mean a pressure- treated wood that is used for construction purposes or facilities that are partially or totally immersed in saltwater.

Section 76.15. Nondisclosure of Private Information. The Trustee has read and agrees to the terms set forth in San Francisco Administrative Code Sections 12M.2, “Nondisclosure of Private Information,” and 12M.3, “Enforcement” of Administrative Code Chapter 12M, “Protection of Private Information,” which are incorporated herein as if fully set forth. The Trustee agrees that any failure of the Trustee to comply with the requirements of Section 12M.2 of this Chapter shall be a material breach of this Seventeenth Supplemental Indenture. In such an event, in addition to any other remedies available to it under equity or law, the City may terminate this Seventeenth Supplemental Indenture, bring a false claim action against the Trustee pursuant to Chapter 6 or Chapter 21 of the Administrative Code, or debar the Trustee.

Section 76.16. Proprietary or Confidential Information of City. The Trustee understands and agrees that, in the performance of the work or services under this Seventeenth Supplemental Indenture or in contemplation thereof, the Trustee may have access to private or confidential information which may be owned or controlled by City and that such information may contain proprietary or confidential details, the disclosure of which to third parties may be damaging to City. The Trustee agrees that all information disclosed by City to the Trustee shall be held in confidence and used only in performance of the Seventeenth Supplemental Indenture. The Trustee shall exercise the same standard of care to protect such information as a reasonably prud ent contractor would use to protect its own proprietary data.

Section 76.17. Compliance with Laws. The Trustee shall keep itself fully informed of the City’s Charter, codes, ordinances and regulations of the City and of all state, and federal laws in any manner affecting the performance of this Seventeenth Supplemental Indenture, and must at all times comply with such local codes, ordinances, and regulations and all applicable laws as they may be amended from time to time.

Section 76.18. Works for Hire. If, in connection with servic es performed under this Seventeenth Supplemental Indenture, the Trustee or its subcontractors create artwork, copy, posters, billboards, photographs, videotapes, audiotapes, systems designs, software, reports,

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diagrams, surveys, blueprints, source codes or any other original works of authorship, such works of authorship shall be works for hire as defined under Title 17 of the United States Code, and all copyrights in such works are the property of the City. If it is ever determined that any works created by the Trustee or its subcontractors under this Seventeenth Supplemental Indenture are not works for hire under U.S. law, the Trustee hereby assigns all copyrights to such works to the City, and agrees to provide any material and execute any documents neces sary to effectuate such assignment. With the approval of the City, the Trustee may retain and use copies of such works for reference and as documentation of its experience and capabilities.

Section 76.19. Resource Conservation . Chapter 5 of the San Francisco Environment Code (“Resource Conservation”) is incorporated herein by reference. Failure by the Trustee to comply with any of the applicable requirements of Chapter 5 will be deemed a material breach of contract.

Section 76.20. Public Access to Meetings and Records . If the Trustee receives a cumulative total per year of at least $250,000 in City funds or City- administered funds and is a non- profit organization as defined in Chapter 12L of the San Francisco Administrative Code; the Trustee shall comply with and be bound by all the a pplicable provisions of that Chapter. By executing this Seventeenth Supplemental Indenture, the Trustee agrees to open its meetings and records to the public in the manner set forth in §§12L.4 and 12L.5 of the Administrative Code.

The Trustee further agrees to make -good faith efforts to promote community membership on its Board of Directors in the manner set forth in §12L.6 of the Administrative Code. The Trustee acknowledges that its material failure to comply with any of the provisions of this paragraph shall constitute a material breach of this Seventeenth Supplemental Indenture. The Trustee further acknowledges that such material breach of this Seventeenth Supplemental Indenture shall be grounds for the City to terminate and/or not renew the agreement, partially or in its entirety.

Section 76.21. Guaranteed Maximum Costs.
(a) The City’s obligation to the Trustee hereunder shall not at any time exceed the amount certified by the Controller for the purpose and period stated in such certification. (b) Except as may be provided by laws governing emergency procedures, officers and employees of the City are not authorized to request, and the City is not required to reimburse the Trustee for, commodities or services beyond the agreed upon contract scope unless the changed scope is authorized by amendment and approved as required by law. (c) Officers and employees of the City are not authorized to offer or promise, nor is the City required to honor, any offered or promised additional funding in excess of the maximum amount of funding for which the contract is certified without certification of the additional amount by the Controller.
(d) The Controller is not authorized to make payments on any contract for which funds have not been certified as available in the budget or by supplemental appropriation.

Section 76.22. Submitting False Claims; Monetary Penalties . Pursuant to San Francisco Administrative Code §21.16, any contractor, subcontractor or consultant who submits a

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false claim shall be liable to the City for three times the amount of damages which the City sustains because of the false claim. A contractor, subcontractor or consultant who submits a false claim shall also be liable to the City for the costs, including attorneys’ fees, of a civil action brought to recover any of those penalties or damages, and may be liable to the City for a civil penalty of up to $10,000 for each false claim. A contractor, subcontractor or consultant will be deemed to have submitted a false claim to the City if the contractor, subcontractor or consultant: (a) knowingly presents or causes to be presented to an officer or employee of the City a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the City; (c) conspires to defraud the City by getting a false claim allowed or paid by the City; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to pay or transmit money or property to the City; or (e) is a beneficiary of an inadvertent submission of a false claim to the City; subsequently discovers the falsity of the claim, and fails to disclose the false claim to the City within a reasonable time after discovery of the false claim.

Section 76.23. Agreement Made in California; Venue. The formation, inter pretation and performance of this Agreement shall be governed by the laws of the State of California. Venue for all litigation relative to the formation, interpretation and performance of this Agreement shall be in San Francisco.

Section 76.24. Ownership of Results. Any interest of the Trustee or its Subcontractors, in drawings, plans, specifications, blueprints, studies, reports, memoranda, computation sheets, computer files and media or other documents prepared by the Trustee or its subcontractors in connection with s ervices to be performed under this Seventeenth Supplemental Indenture, shall become the property of and will be transmitted to City. However, the Trustee may retain and use copies for reference and as documentation of its experience and capabilities.

Section 76.25. Audit and Inspection of Records . The Trustee agrees to maintain and make available to the City, during regular business hours, accurate books and accounting records relating to its work under this Seventeenth Supplemental Indenture. The Trustee will permit C ity to audit, examine and make excerpts and transcripts from such books and records, and to make audits of all invoices, materials, payrolls, records or personnel and other data related to all other matters covered by this Seventeenth Supplemental Indenture, whether funded in whole or in part under this Seventeenth Supplemental Indenture. The Trustee shall maintain such data and records in an accessible location and condition for a period of not less than three years after final payment under this Seventeen th Supplemental Indenture or until after final audit has been resolved, whichever is later. The State of California or any federal agency having an interest in the subject matter of this Seventeenth Supplemental Indenture shall have the same rights conferred upon City by this Section.

Section 76.26. Subcontracting. The Trustee is prohibited from subcontracting this Seventeenth Supplemental Indenture or any part of it unless such subcontracting is first approved by City in writing. Neither party shall, on the basis of this Seventeenth Supplemental Indenture, contract on behalf of or in the name of the other party. An agreement made in violation of this provision shall confer no rights on any party and shall be null and void.

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Section 76.27. Assignment. The services to be performed by T rustee are personal in character and neither this Seventeenth Supplemental Indenture nor any duties or obligations hereunder may be assigned or delegated by the Trustee unless first approved by the Commission and the City by written instrument executed and approved in the same manner as this Seventeenth Supplemental Indenture.

Section 76.28. Non-Waiver of Rights . The omission by either party at any time to enforce any default or right reserved to it, or to require performance of any of the terms, covenants, or provisions hereof by the other party at the time designated, shall not be a waiver of any such default or right to which the party is entitled, nor shall it in any way affect the right of the party to enforce such provisions thereafter.

Section 76.29. City a Third Party Beneficiary. The City is hereby designated as a third party beneficiary for the purpose of enforcing all of the obligations of the Trustee contained in Article XXV of this Seventeenth Supplemental Indenture and to the extent that any other rights are given to the City hereunder.

Section 76.30. Food Service Waste Reduction Requirements. Effective June 1, 2007, the Trustee agrees to comply fully with and be bound by all of the provisions of the Food Service Waste Reduction Ordinance, as set forth in San Francisco Environment Code Chapter 16, including the remedies provided, and implementing guidelines and rules. The provisions of Chapter 16 are incorporated herein by reference and made a part of this Seventeenth Supplemental Indenture as though fully set forth. This provision is a material term of this Seventeenth Supplemental Indenture. By entering into this Seventeenth Supplemental Indenture, the Trustee agrees that if it breaches this provision, City will suffer actual damages that will be impractical or extremely difficult to determine; further, the Trustee agrees that the sum of one hundred dollars ($100) liquidated damages for the first breach, two hundred dollars ($200) liquidated damages for the second bre ach in the same year, and five hundred dollars ($500) liquidated damages for subsequent breaches in the same year is a reasonable estimate of the damage that the City will incur based on the violation, established in light of the circumstances existing at the time this Seventeenth Supplemental Indenture was made. Such amount shall not be considered a penalty, but rather agreed monetary damages sustained by the City because of the Trustee’s failure to comply with this provision.

Section 76.31. Graffiti Removal. Graffiti is detrimental to the health, safety and welfare of the community in that it promotes a perception in the community that the laws protecting public and private property can be disregarded with impunity. This perception fosters a sense of disrespect of the law that results in an increase in crime; degrades the community and leads to urban blight; is detrimental to property values, business opportunities and the enjoyment of life; is inconsistent with the City’s property maintenance goals and aesthetic stand ards; and results in additional graffiti and in other properties becoming the target of graffiti unless it is quickly removed from public and private property. Graffiti results in visual pollution and is a public nuisance. Graffiti must be abated as quickly as possible to avoid detrimental impacts on the City and County and its residents, and to prevent the further spread of graffiti. The Trustee shall remove all graffiti from any real property owned or leased by the Trustee in the City and County of San Fr ancisco within forty eight (48) hours of the earlier of the Trustee’s (a) discovery or notification of the graffiti or (b) receipt of notification of the graffiti from the Department of Public Works. This Section is not

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intended to require the Trustee to breach any lease or other agreement that it may have concerning its use of the real property. The term “graffiti” means any inscription, word, figure, marking or design that is affixed, marked, etched, scratched, drawn or painted on any building, structure, fixture or other improvement, whether permanent or temporary, including by way of example only and without limitation, signs, banners, billboards and fencing surrounding construction sites, whether public or private, without the consent of the owner of th e property or the owner’s authorized agent, and which is visible from the public right -of-way. “Graffiti” shall not include:
(1) any sign or banner that is authorized by, and in compliance with, the applicable requirements of the San Francisco Public Works Code, the San Francisco Planning Code or the San Francisco Building Code; or (2) any mural or other painting or marking on the property that is protected as a work of fine art under the California Art Preservation Act (California Civil Code sections 987 et seq.) or as a work of visual art under the Federal Visual Artists Rights Act of 1990 (17 U.S.C. §§ 101 et seq.). Any failure of the Trustee to comply with this Section of this Seventeenth Supplemental Indenture shall constitute a material breach of this Seventeenth Supplemental Indenture.

Section 76.32. Counterparts; Electronic Delivery . This Seventeenth Supplemental Indenture may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. This Seventeenth Supplemental Indenture may be delivered by the delivery of signed signature pages by electronic means, facsimile transmission, or by e-mail with a PDF copy attached, and any printed or copied versions of any signature page so delivered shall have the same force and effect as an originally signed version of such signature page. Signatures of this Seventeenth Supplemental Indenture made by electronic means shall be accompanied by an email, contempora neous or otherwise, confirming the use of such means.
[End of Seventeenth Supplemental Indenture]

139698699.6
29837553 S-1
[Signature Page to Seventeenth Supplemental Indenture]

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

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO

By:

General Manager of the Public Utilities
Commission of the City and County of
San Francisco

U.S. BANK TRUST COMPANY, NATIONAL

ASSOCIATION

By:

Authorized Officer
[SEAL]

Attest:

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

Approved as to form:

David Chiu, City Attorney

By:

Mark D. Blake, Deputy City Attorney

139698699.6
- A- 1 -

EXHIBIT A
FORM OF 2024 SERIES A BOND
$__________ No. R-1

CITY AND COUNTY OF SAN FRANCISCO

PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN

FRANCISCO WASTEWATER REVENUE BOND
2024 SERIES A (SSIP) (GREEN BONDS)
Dated Date Interest Rate Maturity Date CUSIP No.
______, 2024 ____% October 1, 20__

Registered Owner: Cede & Co.

Principal Amount: ____________ DOLLARS
The PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO, a commission duly organized and existing under and pursuant to the Charter of the City and County of San Francisco and the laws of the State of California (herein called the “Commission”), for value received, hereby promises to pay (but only out of the net revenues hereinafter referred to) to the registered owner set forth above, or registered assigns, on the maturity date set forth above (subject to any right of prior redemption hereinafter provided for), the principal sum set forth above by check of the Trustee (as defined below) in lawful money of the United States of America, and to pay (but only out of the net revenues hereinafter referred to) interest thereon in like lawful money from the interest payment date next preceding the date of authentication of this Bond (unless this Bond is authenticated as of a day during the period from the 16th day of the calendar month next preceding any interest payment date to and including such interest payment date, in which event it shall bear interest from such interest payment date, or unless this Bond is authenticated on or before September 15, 2024, in which event it shall bear interest from the Dated Date; provided, however, that if, at the time of authentication of any Bond, interest is in default on Outstanding Bonds, such Bond shall bear interest from the interest payment date to which interest has previously been paid or made available for payment on the Outstanding Bonds and shall be payable to the Owners thereof of record as of a special date as shall be established by the Trustee following such default) until payment of such principal sum, at the interest rate per annum stated above, payable on April 1 and October 1 in each year, commencing [October 1, 2024].

The principal (or redemption price) hereof is payable to the registered owner hereof upon the surrender hereof at the corporate trust office of U.S. Bank Trust Company, National Association, in San Francisco, California, as trustee (herein, together with any successor as trustee under the Indenture, called the “Trustee”), or such other office designated by the Trustee. The interest hereon is payable to the person whose name appears on the bond registration books of the Trustee as the registered owner hereof as of the close of business on th e 15th day of the calendar month immediately preceding an interest payment date, whether or not such day is a business day,

139698699.6
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such interest to be paid, except as otherwise provided in the Indenture, by check mailed to such registered owner at such address as appears on such registration books. Interest on this Bond shall be calculated on the basis of a 360-day year comprised of twelve 30-day months.

This Bond is one of a duly authorized issue of revenue bonds of the Commission designated as the “Wastewater Revenue Bonds” (herein called the “Bonds”), of the series and designation indicated on the face hereof (herein called the “2024 Series A Bonds”) and is a Current Interest Bond (as such term is defined in the Indenture hereinafter referred to). The Bonds are not limited in aggregate principal amount and consist or may consist of one or more series of varying denominations, dates, maturities, interest rates and other provisions, as in said Indenture provided, all issued and to be issued under and pursuant to the provisions of the Charter of the City and County of San Francisco and all laws of the State of California supplemental thereto, including the Revenue Bond Law of 1941 to the extent made applicable by said Charter (herein collectively called the “Law”), and pursuant to an Indenture, dated as of January 1, 2003, between the Commission and the Trustee, as amended and supplemented, and as heretofore supplemented by that certain Eighteenth Supplemental Indenture dated as of July 1, 2024, between the Commission and the Trustee (collectively, with any supplements or amendments thereto, the “Indenture”).

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

The Bonds are being issued to finance and refinance the acquisition and construction of improvements to the Enterprise, as more particularly described in the Indenture. The Bonds are special obligations of the Commission and are payable, as to the principal thereof, interest thereon and any premiums upon the redemption of any thereof, from the net revenues of the Enterprise (which, as more particularly defined in the Indenture, are therein and herein called the “Net Revenues”). All of the Bonds are equally secured by a pledge of, and charge and lien upon, all of the Net Revenues. Additional series of Bonds payable from the Net Revenues may be issued on a parity with the Bonds of this Series, but only subject to the conditions and limitations contained in the Indenture.

The principal of and interest on this 2024 Series A Bond are payable solely from the Net Revenues, and the Commission is not obligated to pay them except from the Net Revenues. The Commission has no taxing power. The general fund of the City and County of San Francisco is not liable, and the credit or taxing power of the City and County of San Francisco is not pledged, for the payment of the Bonds or their interest. The Bonds are not secured by a legal or equitable pledge of, or charge, lien or encumbrance upon, any of the property of the Commission or any of

139698699.6
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its income or receipts, except the Net Revenues. The owner hereof has no right to compel the exercise of any taxing power of the City and County of San Francisco.

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

The 2024 Series A Bonds shall be subject to redemption prior to their stated maturity, at the option of the Commission, from and to the extent of any source of available funds, as a whole or in part on any date on or after October 1, 20__, and if in part pro-rata within such maturity, at a redemption price equal to 100% of the principal amount of the 2024 Se ries A Bonds to be redeemed, plus accrued interest thereon to the date fixed for redemption, without premium. The Commission shall give the Trustee written notice at least 45 days before any date fixed for the redemption of 2024 Series A Bonds to be redeemed, of the fact and date of redemption and of the principal amount of 2024 Series A Bonds and the maturities or portions thereof to be redeemed.

The provisions of the Indenture relating to redemption of Bonds set forth in Sections 4.02, 4.03,

4.04, 4.05 and 4.06 shall apply to the redemption of the 2024 Series A Bonds.

Before October 1, 20__, the 2024 Series A Bonds shall be subject to redemption prior to their respective stated maturity dates either in whole or in part, at the option of the Commission, at any time, at a redemption price equal to the greater of (i) 100% of the principal amount thereof or (ii) the Discounted Value thereof, plus in either case, accrued interest thereon to the date of redemption. The 2024 Series A Bonds may be redeemed in any o rder of maturity and in any principal amount within a maturity as selected by the Commission in its sole discretion.

The 2024 Series A Bonds may be redeemed in any order of maturity and in any principal amount within a maturity as selected by the Commission in its sole discretion. All calculations and determinations referred to under this caption “Make -Whole Optional Redemption of 2024 Series A Bonds,” except as provided in the preceding sentence, are expected (but not required) to be made by a municipal advisor or other agent selected by the Commission for such purposes (the “Calculation Agent”).
“Discounted Value” means, with respect to each outstanding maturity of the 2024 Series A Bonds to be redeemed, the sum as determined by the Commission or the Calculation Agent of the amounts obtained by discounting all remaining scheduled payments of principal and interest (exclusive of interest accrued to the date of redemption) on such maturity from their respective scheduled payment dates to the applicable redemption date, at a yield (computed on a semi-annual basis, assuming a 360- day year consisting of twelve 30 -day months) equal to the applicable Discount Yield.
“Discount Yield” means, the Blended Treasury Yield, as determined by the Commission or the Calculation Agent:
(i) plus ____ (__) basis points with respect to the 2024 Series A Bonds maturing in 20__, and

139698699.6
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(ii) plus _____ (__) basis points with respect to the 2024 Series A Bonds maturing in 20__.

The Discount Yield will be calculated assuming semi- annual compounding based upon a 360-day year consisting of twelve 30-day months.
“Blended Treasury Yield” means, with respect to a maturity of the 2024 Series A Bonds, the yield computed by the Commission or the Calculation Agent as the linear interpolation of two Market Treasury Yields such that the theoretical maturity that corresponds to the interpolated Market Treasury Yield equals the date that corresponds to the remaining average life date of the maturity to be redeemed from the redemption date. The firs t Market Treasury Yield shall be the yield on an actively traded U.S. Treasury security, or a U.S. Treasury constant maturity with the maturity closest to but no later than the date corresponding to the remaining average life of the 2024 Series A Bonds mat urity to be redeemed. The second Market Treasury Yield shall be the yield on an actively traded U.S. Treasury security or a U.S. Treasury constant maturity with the maturity closest to but no earlier than the date corresponding to the remaining average lif e of the 2024 Series A Bonds maturity to be redeemed.
“Market Treasury Yield” means that yield, as determined by the Commission or the Calculation Agent, assuming semi-annual compounding based upon a 360-day year consisting of twelve 30-day months, which is equal to:
(i) yield determined using the average of the bid and ask prices for the applicable maturity of an actively traded U.S. Treasury security, reported, as of 11:00 a.m., New York City time, on the Valuation Date on the Bloomberg’s Fix Income Tra ding (“FIT”) screen (or, if not available, any other nationally recognized trading screen reporting on-line intraday trading in U.S.

Treasury securities); or
(ii) if the yield described in (i) above is not reported as of such time or the yield reported as of such time is not ascertainable, the most recent yield data for the applicable U.S. Treasury maturity index from the federal Reserve Statistical Release H.15 Daily Update (or any comparable or successor publication) reported, as of 11:00 a.m., New York City time, on the Valuation Date; or
(iii) if the yields described in (i) and (ii) above are not reported as of such time or the yields reported as of such time are not ascertainable, the yield for the applicable maturity of any actively traded U.S. Treasury security shall be based upon the average of yield quotations for such security (after excluding the highest and lowest quotations) as of 3:30 p.m., New York City time, on the Valuation Date received from no less than five primary dealers in U.S. Gove rnment securities selected by the Commission.
“Valuation Date” means no less than the third Business Day nor more than the twentieth Business Day preceding the redemption date.

The 2024 Series A Bonds are issuable as fully registered Bonds without coupons in the denomination of $5,000 or any integral multiple thereof provided that no 2024 Series A Bond shall

139698699.6
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have principal maturing on more than one principal payment date. Subject to the limitations and conditions and upon payment of the charges, if any, a s provided in the Indenture, 2024 Series A Bonds may be exchanged for a like aggregate principal amount of 2024 Series A Bonds of the same series, tenor and maturity of other authorized denominations.

This 2024 Series A Bond is transferable by the registered owner hereof, in person or by his attorney duly authorized in writing, at said office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, and upon surrender and cancellation of this 2024 Series A Bond. Upon such transfer a new fully registered 2024 Series A Bond or 2024 Series A Bonds, of authorized denomination or denominations and of the same series and tenor, for the same aggregate principal amount will be issued to the transfer ee in exchange herefor.

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

It is hereby certified that all of the conditions, things and acts required to exist, to have happened or to have been performed precedent to and in the issuance of this 2024 Series A Bond do exist, have happened or have been performed in due and regular t ime, form and manner as required by the Law and the laws of the State of California, and that the amount of this 2024 Series A Bond, together with all other obligations of the Commission, does not exceed any limit prescribed by the Law or any laws of the State of California, and is not in excess of the amount of Bonds permitted to be issued under the Indenture.

This 2024 Series A Bond shall not be entitled to any benefit under the Indenture, or become valid or obligatory for any purpose, until the certifica te of authentication and registration hereon endorsed have been signed by the Trustee.

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

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

139698699.6
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IN WITNESS WHEREOF, the Public Utilities Commission of the City and County of San Francisco has caused this Bond to be executed on its behalf, signed by the manual or facsimile signatures of its General Manager and of the Controller of the City and County of San Francisco and countersigned by the manual or facsimile signature of its Secretary, all as of _________, 2024.

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO

General Manager of the Commission

Controller of the City and County of San Francisco
Countersigned:

Secretary of the Commission

139698699.6
- A- 7 -

[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION AND
REGISTRATION TO APPEAR ON THE 2024 SERIES A BONDS]
This Bond is the Bond described in the within- mentioned Indenture, which has been authenticated and registered on the date set forth below.

Dated: ____________________
U.S. BANK TRUST COMPANY, NATIONAL

ASSOCIATION,
as Trustee
By:

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

Dated: ____________________
By:

Authorized Officer
SIGNATURE GUARANTEED BY:

NOTICE: Signature must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company.

NRF draft of 5/31/2024
139671828.6

EIGHTEENTH SUPPLEMENTAL INDENTURE

by and between

PUBLIC UTILITIES COMMISSION OF THE CITY

AND COUNTY OF SAN FRANCISCO

and

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

AUTHORIZING THE ISSUANCE OF:

$________
Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds
2024 Series B (Non-SSIP) (Federally Taxable)

$_________
Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds
2024 Series C (SSIP) (Green Bonds)

$_________
Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds
2024 Series D (Non-SSIP)

Dated as of July 1, 2024

(Supplemental to the Indenture dated as of January 1, 2003, as amended and supplemented)

Table of Contents
Page
139671828.6

ARTICLE LXXVII DEFINITIONS ..................................................................................... 4 Section 77.01. Definitions.................................................................................................. 4 ARTICLE LXXVIII PROVISIONS RELATING TO BONDS .......................................... 10 Section 78.01. Authorization and Terms of Bonds .......................................................... 10 Section 78.02. Form of Bonds ......................................................................................... 13 Section 78.03. Use of Depository .................................................................................... 13 Section 78.04. Issuance of 2024BCD Bonds ................................................................... 14 Section 78.05. Application of Proceeds of 2024 Series B Bonds .................................... 14 Section 78.06. Application of Proceeds of 2024 Series C Bonds .................................... 15 Section 78.07. Application of Proceeds of 2024 Series D Bonds .................................... 15 Section 78.08. Establishment and Application of the 2024 Series B Costs of Issuance Fund....................................................................................................... 16 Section 78.09. Establishment and Application of the 2024 Series C Costs of Issuance Fund....................................................................................................... 17 Section 78.10. Establishment and Application of the 2024 Series D Costs of Issuance Fund....................................................................................................... 18 Section 78.11. Establishment and Application of the 2024 Series C Rebate Fund ......... 19 Section 78.12. Establishment and Application of the 2024 Series D Rebate Fund ......... 20 Section 78.13. Establishment and Application of the 2024 Series B Capital Project Account ................................................................................................................ 21 Section 78.14. Establishment and Application of the 2024 Series C Capital Project Account and the 2024 Series C Reimbursement Account ................................... 22 Section 78.15. Establishment and Application of the 2024 Series D Capital Project Account and the 2024 Series D Reimbursement Account ...................... 23 Section 78.16. Establishment and Application of the 2024 Series B Capitalized Interest Account ................................................................................................... 24 Section 78.17. Establishment and Application of the 2024 Series C Capitalized Interest Account ................................................................................................... 25 Section 78.18. Establishment and Application of the 2024 Series D Capitalized Interest Account ................................................................................................... 25 Section 78.19. Terms of Redemption – 2024 Series B Bonds ......................................... 25 Section 78.20. 2024 Series B Bonds Sinking Fund Account ........................................... 26 Section 78.21. Terms of Redemption – 2024 Series C Bonds ......................................... 28 Section 78.22. 2024 Series C Bonds Sinking Fund Account ........................................... 29 Section 78.23. Terms of Redemption – 2024 Series D Bonds......................................... 30 Table of Contents
(continued)
Page
139671828.6
- ii -

Section 78.24. 2024 Series D Bonds Sinking Fund Account .......................................... 31 Section 78.25. Tax Covenants. ........................................................................................ 33 Section 78.26. Continuing Disclosure. ............................................................................ 34 Section 78.27. No Senior State Loans. ............................................................................ 34 ARTICLE LXXIX MISCELLANEOUS .......................................................................... 34 Section 79.01. Terms of 2024BCD Bonds Subject to the Indenture. .............................. 34 Section 79.02. Effective Date of Eighteenth Supplemental Indenture ............................ 35 Section 79.03. Execution in Counterparts.. ...................................................................... 35 ARTICLE LXXX CITY REQUIREMENTS; EXECUTION ......................................... 35 Section 80.01. Local Business Enterprise Utilization; Liquidated Damages. ................. 35 Section 80.02. Nondiscrimination; Penalties. .................................................................. 36 Section 80.03. MacBride Principles—Northern Ireland .................................................. 37 Section 80.04. Tropical Hardwood and Virgin Redwood Ban ........................................ 37 Section 80.05. Drug-Free Workplace Policy ................................................................... 37 Section 80.06. Compliance with Americans with Disabilities Act .................................. 37 Section 80.07. Sunshine Ordinance ................................................................................. 38 Section 80.08. Limitations on Contributions ................................................................... 38 Section 80.09. Requiring Minimum Compensation for Covered Employees ................. 38 Section 80.10. Requiring Health Benefits for Covered Employees ................................. 40 Section 80.11. Prohibition on Political Activity with City Funds ................................... 41 Section 80.12. Conflict of Interest ................................................................................... 42 Section 80.13. Earned Income Credit (EIC) Forms ......................................................... 42 Section 80.14. Preservative-treated Wood Containing Arsenic....................................... 43 Section 80.15. Nondisclosure of Private Information ...................................................... 43 Section 80.16. Proprietary or Confidential Information of City ...................................... 43 Section 80.17. Compliance with Laws ............................................................................ 43 Section 80.18. Works for Hire ......................................................................................... 43 Section 80.19. Resource Conservation ............................................................................ 44 Section 80.20. Public Access to Meetings and Records .................................................. 44 Section 80.21. Guaranteed Maximum Costs.................................................................... 44 Section 80.22. Submitting False Claims; Monetary Penalties ......................................... 45 Section 80.23. Agreement Made in California; Venue .................................................... 45 Table of Contents
(continued)
Page
139671828.6
- iii -

Section 80.24. Ownership of Results ............................................................................... 45 Section 80.25. Audit and Inspection of Records.............................................................. 45 Section 80.26. Subcontracting ......................................................................................... 45 Section 80.27. Assignment .............................................................................................. 46 Section 80.28. Non-Waiver of Rights .............................................................................. 46 Section 80.29. City a Third Party Beneficiary ................................................................. 46 Section 80.30. Food Service Waste Reduction Requirements ...................................... 46 Section 80.31. Graffiti Removal. ..................................................................................... 46 Section 80.32. Counterparts; Electronic Delivery.. ......................................................... 47

EXHIBIT A FORM OF 2024BCD BOND ............................................................................ A-1

139671828.6

EIGHTEENTH SUPPLEMENTAL INDENTURE
THIS EIGHTEENTH SUPPLEMENTAL INDENTURE, dated as of July 1, 2024 (this “Eighteenth Supplemental Indenture ”), by and between the PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO (the “Commission”), a commission duly constituted under the Charter (the “Charter”) of the City and County of San Francisco (the “City”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association duly organized and existing under and by virtue of the laws of the United States of America, as trustee (the “Trustee”);
WITNESSETH:

WHEREAS, this Eigh teenth Supplemental Indenture is supplemental to the Indentur e, dated as of January 1, 2003 (the “Original Indenture”), between the Commission and the Trustee, as amended by a First Amendment to Indenture dated as of May 1, 2010 (the “First Amendment”), and as supplemented by a 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 Fifth Supplemental Indenture, dated as of September 14, 2017, the Sixth Supplemental Indenture, dated as of July 1, 2018, 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, the Sixteenth Supplemental Indenture, dated as of April 26, 2023 and the Seventeenth Supplemental Indenture, dated as of July 1, 2024 (the Original Indenture and such aforementioned supplements, together with such other supplements or amendments as may be executed from time to time in accordance with the Original Indenture, the “Indenture”); WHEREAS, the 2010 Series B Bonds, the 2013 Series B Bonds, the 2016 Series A Bonds, the 2016 Series B Bonds, the 2018 Series A Bonds, the 2018 Series B Bonds, the 2018 Series C Bonds, the 2021 Series A Bonds, the 2021 Series B Bonds, the 2022 Series B Bonds, the 2023 Series A Bonds, t he 2023 Series B Bonds, the 2023 Series C Bonds , the SRF Loans and thre e Water Infrastructure Finance and Innovation Act loan agreements are the only wastewater revenue indebtedness of the Commission currently outstanding and secured by Net Revenues; [WHEREAS, the Commission has previously issued three series of bonds under the Indenture designated the “Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds, 2018 Series A (Green Bonds), 2018 Series B and 2018 Series C (Green Bonds) (collectively, the “2018 Bonds”), in the original principal amount of $594,145,000, as more specifically described in that certain applicable Seventh Supplemental Indenture or Eighth Supplemental Indenture, each dated as of August 1, 2018, each by and between the Commission and the Trustee; ] [can become more specific once particular CUSIPs are known] [WHEREAS, the Commission has previously issued three series of bonds under the Indenture designated the “Public Utilities Commission of the City and County of San Francisco

139671828.6
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Wastewater Revenue Bonds, 2023 Series A (SSIP) (Green Bonds), 2023 Series B (Non-SSIP) and 2023 Series C (Refunding - SSIP) (Green Bonds)” (collectively, the “2023 Bonds”), in the original principal amount of $974,380,000, as more specifically described in that certain Fifteenth Supplemental Indenture, dated as of April 1, 2023, by and between the Commission and the Trustee; ] [can become more specific once particular CUSIPs are known] WHEREAS, pursuant to Proposition E, approved by a majority of the voters voting at an election on November 5, 2002 and codified as Article VIIIB of the Charter (“Article VIIIB”), the Commission has the authority to issue additional revenue bonds for the purpose of reconstructing, replacing, expanding, repairing or improving water facilities or clean water facilities, or combinations of water and clean water facilities under the jurisdiction of the Commission, subject to certain conditions, including, among others, the adoption of an ordinance by a two -thirds vote of the Board of Supervisors of the City, under such terms and conditions as the Commission may authorize;
WHEREAS, pursuant to Article VIIIB, the Board of Supervisors on September 29, 2020, adopted Ordinance No. 173-20, which was signed by the Mayor on October 1, 2020, authorizing the issuance of not to exceed $349,919,252 of Bonds, loans or other forms of indebtedness; WHEREAS, pursuant to Article VIIIB, the Board of Supervisors on July 27, 2021 adopted Ordinance No. 128-21, which was signed by the Mayor on August 4, 2021, amending Ordinance No. 173-20 and increasing the authoriz ed issuance thereunder to not to exceed $563,430,430 of Bonds, loans or other forms of indebtedness;
WHEREAS, pursuant to Article VIIIB, the Board of Supervisors on June 14, 2022 adopted Ordinance No. 110-22, which was signed by the Mayor on June 24, 2022, authorizing the issuance of not to exceed $704,198,901 of Bonds, loans or other forms of indebtedness; WHEREAS, pursuant to Article VIIIB, the Board of Supervisors on July 25, 2023 adopted Ordinance No. 181-23, which was signed by the Mayor on July 28, 2023 (together with Ordinance No. 173-20, Ordinance No. 128-21 and Ordinance No. 110-22, the “Ordinances”), authorizing the issuance of not to exceed $1,047,288,286 of Bonds, loans or other forms of indebtedness; WHEREAS, the Indenture provides that the Commission may, subject to the requirements of the Law (as defined in the Indenture), the Ordinances and the Indenture, issue one or more other series of Bonds from time to time pursuant to a supplemental indenture; WHEREAS, pursuant to Article VIIIB and Ordinance No. 181-23, the Board may authorize the issuance of refunding bonds for the Enterprise without limitation as to amount, but subject to the satisfaction of certain conditions, including the achievement of three- percent (3%) net present value debt service savings, unless the Commission determines that there are “significant non-economic factors” which justify the refunding and a waiver of such conditions;

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WHEREAS, under the authority granted under Article VIIIB (as supplemented by California Government Code Sections 53580 et seq.), and the Ordinances thereunder, on June 25, 2024, the Commission adopted its Resolution No. 24- _____, approving, among other things, the issuance of (i) one or more series or subseries of wastewater revenue bonds, in an aggregate principal amount not to exceed $700,000,000, issued on a Federally tax-exempt basis (collectively the “2024 Tax- Exempt Bonds”), for the purpose of financing or refinancing (through the retirement of commercial paper notes) various capital projects benefiting the Enterprise (including reimbursing the Commission for certai n capital costs previously paid from other moneys), financing capitalized interest and paying costs of issuance related thereto, and (ii) one or more series or subseries of wastewater revenue bonds, in an aggregate principal amount not to exceed $605,000,000, issued on a Federally taxable basis (collectively, the “2024 Taxable Bonds”), for the purpose of (a) financing, on an interim basis, certain costs of the Biosolids Digester Facilities Project (the “BDFP”), financing or refinancing (through the retirement of commercial paper notes) various capital projects benefiting the Enterprise (including reimbursing the Commission for certain capital costs previously paid from other moneys), financing capitalized interest and paying costs of issuance related thereto, in an aggregate principal amount not to exceed $480,000,000, (b) financing the costs of defeasing and refunding a portion of the outstanding [ 2018 Bonds] and the outstanding [2023 Bonds ], (the “Southeast Community Center Refunding Project”), financing capital costs related to the Southeast Community Center project, financing capitalized interest and paying costs of issuance related thereto, in an aggregate principal amount not to exceed $125,000,000;
WHEREAS, the 2024 Taxable Bonds issued to finance the Southeast Community Center Refunding Project are not anticipated to satisfy the three -percent (3%) net present value debt service savings test specified by Ordinance No. 181- 23, and the Commission, in Resolution No. 24-___, made certain findings that significant non-economic factors exist that justify the waiver of such savings test, including a desire to change and optimize space and event uses of the Southeast Community Center;
WHEREAS, pursuant to such authorization, the Commission has determined to issue pursuant to this Eighteenth Supplemental Indenture, three series of wastewater bonds, including (a) a series of 2024 Taxable Bonds designated “Wastewater Revenue Bonds, 2024 Series B (Non- SSIP) (Federally Taxable)” in a principal amount not to exceed $_________ (the “2024 Series B Bonds”) finance the cost s of the Southeast Community Center Refunding Project, to finance capital costs related to the Southeast Community Center project, finance capitalized interest and pay costs of issuance related thereto , and (b) a series of 2024 Tax -Exempt Bonds designated “Wastewater Revenue Bonds, 2024 Series C (SSIP) (Green Bonds)” in a principal amount not to exceed $_____ (the “2024 Series C Bonds”), and “Wastewater Revenue Bonds, 2024 Series D (Non-SSIP)” in a principal amount not to exceed $________ (the “2024 Series D Bonds” and together with the 2024 Series B Bonds and the 2024 Series C Bonds, the “2024BCD Bonds”) to, among other things, finance and refinance (through the retirement of commercial paper notes) various capital projects benefiting the Enterprise (including reimbursing the Commission for certain capital costs previously paid with proceeds of wastewater commercial paper notes or from other moneys), finance capitalized interest and pay costs of issuance related thereto;

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WHEREAS, simultaneous with the issuance of the 2024BCD Bonds and pursuant to such authorization, the Commission has determined to issue pursuant to a Seven teenth Supplemental Indenture, one additional series of the 2024 Tax able Bonds designated “Wastewater Revenue Bonds, 2024 Series A (SSIP) (Green Bonds) (Federally Taxable)” in the principal amount not to exceed $_________ to, among other things, finance the cost of the BDFP , finance or refinance (through the retirement of commercial paper notes) various capital projects benefiting the Enterprise (including reimbursing the Commission for certain capital costs previously paid from other moneys), finance capitalized interest and pay costs of issuance related thereto; WHEREAS, the 2024BCD Bonds will be issued by the Commission under the Indenture payable on a parity with the other Outstanding Series of Bonds and any Parity Loans; WHEREAS, the conditions and limitations contained in the Law, the Ordinances and the Indenture will be satisfied at the time of issuance of the 2024BCD Bonds; WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and the entering into of this Seventeenth Supplemental Indenture do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Seventeenth Supplemental Indenture; NOW, THEREFORE, the parties hereto agree, as follows:

ARTICLE LXXVII
Definitions
Section 77.01. Definitions. The terms defined in this section shall, for all purposes of this Seventeenth Supplemental Indenture, have the meanings herein specified, to be equally applicable to both the singular and the plural forms of any of the terms herein defined. Terms defined in the Indenture and not otherwise defined herein shall have the meanings specified therein.

Blended Treasury Yield
The term “Blended Treasury Yield” means, with respect to a maturity of the 2024 Series B Bonds, the yield computed by the Commission or the Calculation Agent as the linear interpolation of two Market Treasury Yields such that the theoretical maturity that corresponds to the interpolated Market Treasury Yield equals the date that corresponds to the remaining average life date of the maturity to be redeemed from the redemption date. The first Market Treasury Yield shall be the yield on an actively traded U.S. Treasury security, or a U.S. Treasury constant maturity with the maturity closest to but no later than the date corresponding to the remaining average life of the 2024 Series B Bonds maturity to be redeemed. The second Market Treasury Yield shall be the yield on an actively traded U.S. Treasury security or a U.S. Treasury constant maturity with

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the maturity closest to but no earlier than the date corresponding to the remaining average life of the 2024 Series B Bonds maturity to be redeemed.

Calculation Agent
The term “Calculation Agent” means a municipal advisor or other agent selected by the Commission to perform the calculations required in connection with the redemption of any 2024 Series B Bonds pursuant to Section 78.19(b) of the Indenture.

Closing Date
The term “Closing Date” means July 31, 2024, the date of the original issuance and delivery of the 2024BCD Bonds.

Discount Yield
The term “Discount Yield” means, the Blended Treasury Yield , as determined by the Commission or the Calculation Agent with respect to the 2024 Series B Bonds maturity to be redeemed:
(i) plus _____ (__) basis points with respect to the 2024 Series B Bonds maturing in 20__, and
(ii) plus _____ (__) basis points with respect to the 2024 Series B Bonds maturing in 20__.

The Discount Yield will be calculated assuming semi- annual compounding based upon a 360-day year consisting of twelve 30-day months.

Discounted Value
The term “Discounted Value” means, with respect to each outstanding maturity of the 2024 Series B Bonds to be redeemed, the sum as determined by the Commission or the Calculation Agent of the amounts obtained by discounting all remaining scheduled payments of principal and interest (exclusive of inter est accrued to the date of redemption) on such maturity from their respective scheduled payment dates to the applicable redemption date, at a yield (computed on a semi-annual basis, assuming a 360- day year consisting of twelve 30 -day months) equal to the applicable Discount Yield.

Escrow Agreement
The term “Escrow Agreement” means the Escrow Agreement (2018B Bonds and 2023B Bonds) dated as of July 1, 2024, between the SFPUC and U.S. Bank Trust Company, National Association, as it may be supplemented and amended in accordance with its terms.

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Interim Funding Program
The term “Interim Funding Program” means, together, the [tax -exempt or taxable][confirm] notes captioned “Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Wastewater Series, Proposition E),” pursuant to one or more of the five available bank credit facilities , in the aggregate principal amount not to exceed $_______, and tax-exempt obligations captioned “Public Utilities Commission of the City and County of San Francisco Revolving Obligations (Wastewater Series, Proposition E),” pursuant to a revolving credit agreement with U.S. Bank [Trust Company,] National Association, in the aggregate principal amount not to exceed $_______. [to be updated as needed] Market Treasury Yield
The term “Market Treasury Yield” means that yield, as determined by the Commission or the Calculation Agent, assuming semi-annual compounding based upon a 360-day year consisting of twelve 30-day months, which is equal to:
(i) the yield determined using the average of the bid and ask prices for the applicable maturity of an actively traded U.S. Treasury security, reported, as of 11:00 a.m., New York City time, on the Valuation Date on the Bloomberg’s Fix Income Trading (“FIT”) screen (or, if not available, any other nationally recognized trading screen reporting on-line intraday trading in U.S.

Treasury constant maturity from the federal Reserve Statistical Release H.15 Daily Update (or any comparable or successor publication) reported, as of 11:00 a.m., New York City time, on the Valuation Date; or
(iii) if the yields d escribed in (i) and (ii) above are not reported as of such time or the yields reported as of such time are not ascertainable, the yield for the applicable maturity of any actively traded U.S. Treasury security shall be based upon the average of yields determined using bid and ask price quotations for such security (after excluding the highest and lowest quotations) as of 3:30 p.m., New York City time, on the Valuation Date received from no less than five primary dealers in U.S. Government securities selected by the Commission.

Refunded [2018B] Bonds
[The term “Refunded 2018B Bonds” means the currently outstanding 2018 Series B Bonds.]
Refunded [2023B] Bonds
[The term “Refunded 2023B Bonds” means the currently outstanding 2023 Series B Bonds.]

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Valuation Date
The term “Valuation Date” means no less than the third Business Day nor more than the twentieth Business Day preceding the redemption date.
2024BCD Bonds
The term “2024BCD Bonds” means the 2024 Series B Bonds, the 2024 Series C Bonds and the 2024 Series D Bonds.
2024 Continuing Disclosure Certificate
The term “2024 Continuing Disclosure Certificate” means the Continuing Disclosure Certificate, dated the date of initial issuance of the 2024BCD Bonds, executed and delivered by the Commission, as it may be supplemented and amended in accordance with its terms. 2024 Series B Bonds
The term “2024 Series B Bonds” means the 2024BCD Bonds authorized pursuant to Section 78.01(a).
2024 Series B Capital Project Account
The term “2024 Series B Capital Project Account” means the account by that name established within the Capital Project Fund pursuant to Section 78.13. 2024 Series B Capitalized Interest Account
The term “2024 Series B Capitalized Interest Account” means the account by that name established within the Interest Fund pursuant to Section 78.16. 2024 Series B Costs of Issuance Fund
The term “2024 Series B Costs of Issuance Fund” means the fund by that name established pursuant to Section 78.08.
2024 Series B Project
The term “2024 Series B Project” means financing costs of defeasing and refunding a portion of the Southeast Community Center Refunding Project and financing capital costs related to the Southeast Community Center project.
2024 Series B Reimbursement Account
The term “2024 Series B Reimbursement Account” means the account by that name established within the Capital Project Fund pursuant to Section 78.13.

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[2024 Series B Sinking Fund Account]
[The term “2024 Series B Sinking Fund Account” means the account by that name established within the Principal Fund pursuant to Section 78.20.] 2024 Series B Term Bonds
The term “2024 Series B Term Bonds” means the 2024 Series B Bonds maturing on October 1, 20__, and October 1, 20__.
2024 Series C Bonds
The term “2024 Series C Bonds” means the 2024BCD Bonds authorized pursuant to Section 78.01(b).
2024 Series C Capital Project Account
The term “2024 Series C Capital Project Account” means the account by that name established within the Capital Project Fund pursuant to Section 78.14. 2024 Series C Capitalized Interest Account
The term “2024 Series C Capitalized Interest Account” means the account by that name established within the Interest Fund pursuant to Section 78.17. 2024 Series C Costs of Issuance Fund
The term “2024 Series C Costs of Issuance Fund” means the fund by that name established pursuant to Section 78.09.
2024 Series C Project
The term “2024 Series C Project” means financing, from amounts on deposit in the 2024 Series B Capital Project Account, the reconstructing, replacing, expanding, repairing or improving of facilities that are part of, or of benefit to the Enterprise pursuant to the Law, including Section 8B.124 of the Charter.
2024 Series C Rebate Fund
The term “2024 Series C Rebate Fund’’ means the fund by that name established pursuant to Section 78.11.
2024 Series C Reimbursement Account
The term “2024 Series C Reimbursement Account” means the account by that name established within the Capital Project Fund pursuant to Section 78.14.

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2024 Series C Sinking Fund Account
The term “2024 Series C Sinking Fund Account” means the account by that name established within the Principal Fund pursuant to Section 78.22. 2024 Series C Term Bonds
The term “2024 Series C Term Bonds” means the 2024 Series C Bonds maturing on October 1, 20__, and October 1, 20__.
2024 Series D Bonds
The term “2024 Series D Bonds” means the 2024BCD Bonds authorized pursuant to Section 78.01(c).
2024 Series D Capital Project Account
The term “2024 Series D Capital Project Account” means the account by that name established within the Capital Project Fund pursuant to Section 78.15. 2024 Series D Capitalized Interest Account
The term “2024 Series D Capitalized Interest Account” means the account by that name established within the Interest Fund pursuant to Section 78.18. 2024 Series D Costs of Issuance Fund
The term “2024 Series D Costs of Issuance Fund” means the fund by that name established pursuant to Section 78.10.
2024 Series D Project
The term “2024 Series D Project” means financing, from amounts on deposit in the 2024 Series D Capital Project Account, the reconstructing, replacing, expanding, repairing or improving of facilities that are part of, or of benefit to the Enterprise pursuant to the Law, incl uding Section 8B.124 of the Charter.
2024 Series D Rebate Fund
The term “2024 Series D Rebate Fund’’ means the fund by that name established pursuant to Section 78.12.
2024 Series D Reimbursement Account
The term “2024 Series D Reimbursement Account” means the account by that name established within the Capital Project Fund pursuant to Section 78.15.

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2024 Series D Sinking Fund Account
The term “2024 Series D Sinking Fund Account” means the account by that name established within the Principal Fund pursuant to Section 78.24. 2024 Series D Term Bonds
The term “2024 Series D Term Bonds” means the 2024 Series D Bonds maturing on October 1, 20__, and October 1, 20__.

ARTICLE LXXVIII

PROVISIONS RELATING TO BONDS
Section 78.01. Authorization and Terms of Bonds.
(a) A Series of Bonds is hereby created and such Bonds are designated as the “Wastewater Revenue Bonds, 2024 Series B (Non-SSIP) (Federally Taxable),” which shall be a Series of Clean Water Revenue Bonds issued under the Indenture. The aggregate principal amount of 2024 Series B Bonds that may be issued and Outstanding under this Eighteenth Supplemental Indenture shall not exceed $_____________, except as may be otherwise provided in Section 2.08.

The 2024 Series B Bonds shall be of the tenor known as Current Interest Bonds. (b) A Series of Bonds is hereby created and such Bonds are designated as the “Wastewater Revenue Bonds, 2024 Series C (SSIP) (Green Bonds),” which shall be a Series of Clean Water Revenue Bonds issued under the Indenture. The aggregate principal amount of 2024 Series C Bonds that may be issued and Outstanding under this Eighteenth Supplemental Indenture shall not exceed $_____________, except as may be otherwise provided in Section 2.08. The 2024 Series C Bonds shall be of the tenor known as Current Interest Bonds. (c) A Series of Bonds is hereby created and such Bonds are designated as the “Wastewater Revenue Bonds, 2024 Series D (Non-SSIP),” which shall be a Series of Clean Water Revenue Bonds issued under the Indenture. The aggregate principal amount of 2024 Seri es D Bonds that may be issued and Outstanding under this Eighteenth Supplemental Indenture shall not exceed $_____________, except as may be otherwise provided in Section 2.08. The 2024 Series D Bonds shall be of the tenor known as Current Interest Bonds. (d) The 2024BCD Bonds shall be initially registered in the name of “Cede & Co.,” as nominee of The Depository Trust Company, New York, New York, and shall be evidenced by one 2024 Series B Bond, one 2024 Series C Bond and one 2024 Series D Bond maturing on each respective maturity date in a denomination corresponding to the total principal designated to mature on such date. Registered ownership of the 2024BCD Bonds, or any portion thereof, may not thereafter be transferred except as set forth in Section 78.03 herein

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(e) The 2024BCD Bonds shall be issued as fully registered Bonds without coupons in the denominations of $5,000 or any integral multiple thereof; provided that no 2024BCD Bond shall have principal maturing on more than one principal maturity date. The 2024BCD Bonds shall be dat ed as of the Closing Date, the date of delivery thereof, and shall accrue interest from such date.
(f) The 2024 Series B Bonds shall mature on October 1 in the following years and in the following amounts and shall bear interest at the following rates per annum payable on April 1 and October 1 in each year, commencing October 1, 20__, calculated on the basis of a 360- day year consisting of twelve 30-day months:

Maturity
(October 1)
Principal
Amount

Interest Rate

(g) The 2024 Series C Bonds shall mature on October 1 in the following years and in the following amounts and shall bear interest at the following rates per annum payable on April 1 and October 1 in each year, commencing October 1, 20__, calculated on the basis of a 360- day year consisting of twelve 30-day months:

Maturity
(October 1)
Principal
Amount

Interest Rate

(h) The 2024 Series D Bonds shall mature on October 1 in the following years and in the following amounts and shall bear interest at the following rates per annum payable on April 1 and October 1 in each year, commencing October 1, 20__, calculated on the basis of a 360- day year consisting of twelve 30-day months:

Maturity
(October 1)
Principal
Amount

Interest Rate

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(i) The principal of and premium, if any, on the 2024BCD Bonds shall be payable by check or wire in lawful money of the United States of America to the Owner thereof, upon the surrender thereof at the corporate trust office of the Trustee in San Francisco, California, or such other office designated by the Trustee.

The interest on the 2024BCD Bonds shall be payable in like lawful money to the person whose name appears on the bond registration books of the Trustee as the Owner thereof as of the close of business on the 15th day of the calendar month immediately preceding an interest payment date, whether or not such day is a Business Day, such interest to be paid by check mailed to such Owner at such address as appears on such registration books or at such address as such Owner may have filed with the Trustee for that purpose, or at the request of an Owner of at least $1,000,000 in aggregate principal amount of 2024BCD Bonds filed with the Trustee by such 15th day, by wire transfer to such account designated in such request at a financial institution in the United States.
(j) Each 2024BCD Bond shall bear interest from the interest payment date next preceding the date of authentication thereof unless it is authenticated as of a day during the period from the 16th day of the calendar month next preceding any interest payment date to the interest payment date, inclusive, in which event it shall bear interest from such interest payment date, or unless it is authenticated on or before September 15, 2024, in which event it shall bear interest from the Closing Date; provided, however, that if, at the time of authentication of any 2024BCD Bond, interest is in default on Outstanding 2024BCD Bonds, such 2024BCD Bond shall bear interest from the interest payment date to which interest has previously been paid or made available for payment on the Outstanding 2024BCD Bonds and shall be payable to the Owners thereof of record as of a special date as shall be established by the Trustee following such default. (k) The Trustee shall assign each 2024BCD Bond authenticated and registered by it a distinctive letter, or number, or letter and number, and shall maintain a record thereof which shall be available to the Commission for inspection.
(l) On January 30, 2013, certain amendments set forth in the First Amendment that govern the sizing of the Required Reserve for each Series of Bonds became effective in accordance with the terms of the Indenture. In accordance therewith, the Commiss ion has determined not to fund a Reserve Account for the 2024BCD Bonds. (m) The Commission has reviewed all proceedings heretofore taken relative to the authorization of the 2024BCD Bonds and has found, as a result of such review, that all conditions, things and acts required by law to exist, happen or be performed precedent to and in the issuance of the 2024BCD Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and the Commission is authorized, pursuant to each and every requirement of law, including the Law, to issue the 2024BCD Bonds in the manner and form provided in this Eighteenth Supplemental Indenture.

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Section 78.02. Form of Bond s. The 2024BCD Bonds and the Trustee’s certificates of authentication and registration a nd the forms of assignment to appear thereon shall be in substantially the forms set forth as Exhibit A to this Eighteenth Supplemental Indenture, with necessary or appropriate variations, omissions and insertions as permitted or required by this Eighteenth Supplemental Indenture.

Section 78.03. Use of Depository.
(a) The 2024BCD Bonds shall be initially registered as provided in Section

78.01(d) hereof. Registered ownership of the 2024BCD Bonds, or any portions thereof, may not thereafter be transferred except:
(i) to any successor of The Depository Trust Company or its nominee, or of any substitute depository designated pursuant to clause (ii) of this subsection (a) (a “Substitute Depository”); provided that any successor of The Depository Trust Company or Substitute Deposit ory shall be qualified under any applicable laws to provide the service proposed to be provided by it; (ii) to any Substitute Depository not objected to by the Trustee, upon (1) the resignation of The Depository Trust Company or its successor (or any Substitute Depository or its successor) from its functions as depository, or (2) a determination by the Commission that The Depository Trust Company (or its successor) is no longer able to carry out its functions as depository; provided that any such Substitute Depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or
(iii) to any person as provided below, upon (1) the resignation of The Depository Trust Company or its successor (or any Substitute Depository or its successor) from its functions as depository, or (2) a determination by the Commission to remove The Depository Trust Company or its successor (or Substitute Depository or its successor) from its functions as depository. (b) In the case of any transfer pursuant to clause (i) or clause (ii) of subsection (a) of this Section, upon receipt of all Outstanding 2024BCD Bonds by the Trustee, together with a Written Request of the Commission to the Trustee designating the Substitute Depository, a single new 2024BCD Bond, which the Commission shall prepare or cause to be prepared, shall be executed and delivered for each maturity of each series of the 2024BCD Bonds then Outstanding, registered in the name of such successor or such Substitute Depository, or their nominees, as the case may be, all as specified in such Written Request of the Commission.

In the case of any transfer pursuant to clause (iii) of subsection (a) of this Section, upon receipt of all Outstanding 2024BCD Bonds by the Trustee, together with a Written Request of the Commission to the Trustee, new 2024BCD Bonds, which the Commission shall prepare or cause to be prepared in definitive form, shall be executed and delivered in such denominations and

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registered in the names of such persons as are requested in such Written Request of the Commission, subject to the limitations of Section 78.01 hereof, provided that the Trustee shall not be required to deliver such new 2024BCD Bonds within a period less than 60 days after the date of receipt of such Written Request from the Commission
(c) In the case of a partial redemption or an advance refunding of any 2024BCD Bonds evidencing a portion of the principal maturing in a particular year, The Depository Trust Company or its successor (or any Substitute Depository or its successor) shall make an appropriate notation on such 2024BCD Bonds indicating the date and amounts of such reduction in principal, in form acceptable to the Trustee. The Trustee shall not be liable for such depository’s failure to make such notations or errors in making such notations. (d) The Commission and the Trustee shall be entitled to treat the person in whose name any 2024BCD Bond is registered as the Owner thereof for all purposes of the Indenture and any applicable laws, notwithstanding any notice to the contrary received by the Trustee or the Commission; and the Commission and the Trustee shall not have responsibility for transmitting payments to, communicating with, notifying, or otherwise dealing with any beneficial owners of the 2024BCD Bonds. Neither the Commission nor the Trustee shall have any responsibility or obligation, legal or otherwise, to any such beneficial owners or to any other party, including The Depository Trust Company or its successor (or Substitute Depository or its successor), except to the Owner of any 2024BCD Bonds, and the Trustee may rely conclusively on its records as to the identity of the Owners of the 2024BCD Bonds. (e) Notwithstanding any other provision of this Eighteenth Supplemental Indenture and so long as all Outstanding 2024BCD Bonds are registered in the name of Cede & Co. or its registered assigns, the Commission and the Trustee shall cooperate with Cede & Co., as sole registered Bondowner, and its registered assigns, in effecting payment of the principal of and redemption premium, if any, and interest on the 2024BCD Bonds by arranging for payment in such manner that funds for such payments are properly identified and are made available on the date they are due all in accordance with the Letter of Representations delivered by the Commission to The Depository Trust Company with respect to the 2024BCD Bonds, the provisions of which the Trustee may rely upon to implement the foregoing procedures notwithstanding any inconsistent provisions herein.

Section 78.04. Issuance of 2024BCD Bonds. At any time after the execution of this Eighteenth Supplemental Indenture, the Commission may execute and the Trustee may authenticate and upon a Written Request or Certificate of the Commission, deliver the 2024 Series B Bonds in the aggregate principal amount of $_________, the 2024 Series C Bonds in the aggregate principal amount of $_________, and the 2024 Series D Bonds in the aggregate principal amount of $_________, to the respective initial purchasers thereof specified in such Written Request or Certificate.

Section 78.05. Application of Proceeds of 2024 Series B Bonds. On the Closing Date, the original purchaser of the 2024 Series B Bonds will pay and deliver the purchase price of the

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2024 Series B Bonds equal to $________________ (comprised of the principal amount of the 2024 Series B Bonds of $________________, plus [net] original issue premium on the 2024 Series B Bonds of $________________, less an underwriters ’ discount of $________________ to the Trustee, who shall deposit and transfer this amount as follows:
(a) The Trustee shall deposit $_______________ in the 2024 Series B Costs of Issuance Fund established under Section 78.08.
(b) The Trustee shall deposit $_______________ in the 2024 Series B Capital Project Account established under Section 78.13.
(c) The Trustee, as escrow agent for the [Refunded 2018B Bonds], shall deposit $______________ in the Escrow Fund established under the Escrow Agreement, and such funds shall be applied as set forth therein.
(d) The Trustee, as escrow agent for the [Refunded 2023B Bonds], shall deposit $______________ in the Escrow Fund established under the Escrow Agreement, and such funds shall be applied as set forth therein.
(e) The Trustee shall deposit $___________ in the 2024 Series B Capitalized Interest Account within the Interest Fund established under Section 78.16.

Section 78.06. Application of Proceeds of 2024 Series C Bonds. On the Closing Date, the original purchaser of the 2024 Series C Bonds will pay and deliver the purchase price of the 2024 Series C Bonds equal to $________________ (comprised of the principal amount of the 2024 Series C Bonds of $________________, plus [net] original issue premium on the 2024 Series C Bonds of $________________, less an underwriters ’ discount of $________________ to the Trustee, who shall deposit and transfer this amount as follows:
(a) The Trustee shall deposit $_______________ in the 2024 Series C Costs of Issuance Fund established under Section 78.09.
(b) The Trustee shall deposit $_______________ in the 2024 Series C Capital Project Account established under Section 78.14.
(c) The Trustee shall deposit $______________ in the 2024 Series C Reimbursement Account established under Section 78.14.
(d) The Trustee shall deposit $___________ in the 2024 Series C Capitalized Interest Account within the Interest Fund established under Section 78.17.

Section 78.07. Application of Proceeds of 2024 Series D Bonds. On the Closing Date, the original purchaser of the 2024 Series D Bonds will pay and deliver the purchase price of the 2024 Series D Bonds equal t o $________________ (comprised of the principal amount of the 2024 Series D Bonds of $________________, plus [net] original issue premium on the 2024 Series

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D Bonds of $________________, less an underwriters ’ discount of $________________ to the Trustee, who shall deposit and transfer this amount as follows:
(a) The Trustee shall deposit $_______________ in the 2024 Series D Costs of Issuance Fund established under Section 78.10.
(b) The Trustee shall deposit $_______________ in the 2024 Series D Capital Project Account established under Section 78.15.
(c) The Trustee shall deposit $______________ in the 2024 Series D Reimbursement Account established under Section 78.15.
(d) The Trustee shall deposit $___________ in the 2024 Series D Capitalized Interest Account within the Interest Fund established under Section 78.18.

Section 78.08. Establishment and Application of the 2024 Series B Costs of Issuance Fund.
(a) The Trustee shall establish and maintain a fund separate from any other fund established and maintained hereunder to be known as the “2024 Series B Costs of Issuance Fund.” The money in the 2024 Series B Costs of Issuance Fund shall be used and disbursed in the manner provided herein for the purpose of paying costs of issuance incidental to or connected with the issuance of the 2024 Series B Bonds (or for making reimbursements to the Commission or any other person, firm or corporation for such costs theretofore paid by such person or it). Any balance of money remaining in the 2024 Series B Costs of Issuance Fund after the payment of all costs incidental to or connected with the issuance of the 2024 Series B Bonds (as certified to the Trustee by the Commission) or on ______ __, 2024, whichever is earlier, shall be transferred by the Trustee to the 2024 Series B Capital Project Account, and the 2024 Series B Costs of Issuance Fund shall be closed.
(b) Before any payment is made by the Trustee to pay costs of issuance from the 2024 Series B Costs of Issuance Fund, the Commission shall cause to be filed with the Trustee a Written Requisition of the Commission that states the following (which shall be sufficient evidence to the Trustee of the facts stated):
(i) the item number of the payment;
(ii) the name and address of the person to whom payment is due; (iii) the amount to be paid; and
(iv) the purpose for which the obligation to be paid was incurred. (v) Each such Written Requisition shall state, and shall be sufficient evidence to the Trustee:

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(1) that obligations in the stated amounts have been incurred by the Commission and that each item thereof is a proper charge; and (2) that there has not been filed with or served upon the Commission notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to any of t he persons named in such Written Requisition, which has not been released or will not be released simultaneously with the payment of such obligation
Upon receipt of each such Written Requisition, the Trustee will pay the amounts set forth in such Written Requisition as directed by the terms hereof. The Trustee need not make any such payment if it has received notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys to be so paid, which has not been released or will not be released simultaneously with such payment.

Section 78.09. Establishment and Application of the 2024 Series C Costs of Issuance Fund.
(a) The Trustee shall establish and maintain a fund separate from any other fund established and maintained hereunder to be known as the “2024 Series C Costs of Issuance Fund.” The money in the 2024 Series C Costs of Issuance Fund shall be used and disbursed in the manner provided herein for the purpose of paying costs of issuance incidental to or connected wit h the issuance of the 2024 Series C Bonds (or for making reimbursements to the Commission or any other person, firm or corporation for such costs theretofore paid by such person or it). Any balance of money remaining in the 2024 Series C Costs of Issuance Fund after the payment of all costs incidental to or connected with the issuance of the 2024 Series C Bonds (as certified to the Trustee by the Commission) or on ______ __, 2024, whichever is earlier, shall be transferred by the Trustee to the 2024 Series C Capital Project Account, and the 2024 Series C Costs of Issuance Fund shall be closed.
(b) Before any payment is made by the Trustee to pay costs of issuance from the 2024 Series C Costs of Issuance Fund, the Commission shall cause to be filed with the Trustee a Written Requisition of the Commission that states the following (which shall be sufficient evidence to the Trustee of the facts stated):
(i) the item number of the payment;
(ii) the name and address of the person to whom payment is due; (iii) the amount to be paid; and
(iv) the purpose for which the obligation to be paid was incurred. (v) Each such Written Requisition shall state, and shall be sufficient evidence to the Trustee:

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(1) that obligations in the stated amounts have been incurred by the Commission and that each item thereof is a proper charge; and (2) that there has not been filed with or served upon the Commission notice of any lien, right to lien or attachment upon, or claim affecting the right t o receive payment of, any of the moneys payable to any of the persons named in such Written Requisition, which has not been released or will not be released simultaneously with the payment of such obligation
Upon receipt of each such Written Requisition, t he Trustee will pay the amounts set forth in such Written Requisition as directed by the terms hereof. The Trustee need not make any such payment if it has received notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys to be so paid, which has not been released or will not be released simultaneously with such payment.

Section 78.10. Establishment and Application of the 2024 Series D Costs of Issuance Fund.
(a) The Trustee shall establish and maintain a fund separate from any other fund established and maintained hereunder to be known as the “2024 Series D Costs of Issuance Fund.” The money in the 2024 Series D Costs of Issuance Fund shall be used and disbursed in the manner provided herein for the purpose of paying costs of issuance incidental to or connected with the issuance of the 2024 Series D Bonds (or for making reimbursements to the Commission or any other person, firm or corporation for such costs theretofore paid by such person or it). Any balance of money remaining in the 2024 Series D Costs of Issuance Fund after the payment of all costs incidental to or connected with the issuance of the 2024 Series D Bonds (as certified to the Trustee by the Commission) or on ______ __, 2024, whichever is earlier, shall be transferred by the Trustee to the 2024 Series D Capital Project Account, and the 2024 Series D Costs of Issuance Fund shall be closed.
(b) Before any payment is made by the Trustee to pay costs of issuance from the 2024 Series D Costs of Issuance Fund, the Commission shall cause to be filed with the Trustee a Written Requisition of the Commission that states the following (which shall be sufficient evidence to the Trustee of the facts stated):
(i) the item number of the payment;
(ii) the name and address of the person to whom payment is due; (iii) the amount to be paid; and
(iv) the purpose for which the obligation to be paid was incurred. (v) Each such Written Requisition shall state, and shall be sufficient evidence to the Trustee:

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(1) that obligations in the stated amounts have been incurred by the Commission and that each item thereof is a proper charge; and (2) that there has not been filed with or served upon the Commission notice of any lien, right to lien or attachment upon, or claim affecting the right to receive p ayment of, any of the moneys payable to any of the persons named in such Written Requisition, which has not been released or will not be released simultaneously with the payment of such obligation
Upon receipt of each such Written Requisition, the Trustee will pay the amounts set forth in such Written Requisition as directed by the terms hereof. The Trustee need not make any such payment if it has received notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys to be so paid, which has not been released or will not be released simultaneously with such payment.

Section 78.11. Establishment and Application of the 2024 Series C Rebate Fund. (a) The Trustee shall establish and maintain a fund separate from any other fund established and maintained hereunder to be known as the “ 2024 Series C Rebate Fund.” Within the 2024 Series C Rebate Fund, the Trustee shall maintain such accounts as it is instructed by the Commission as necessary in order to comply with the terms and requirements of the Tax Certificate with respect to the 2024 Series C Bonds, dated the date of issuance of the 2024 Series C Bonds (for purposes of this Article, the “2024 Series C Tax Certificate”).

Subject to the transfer provisions provided in paragraph (e) below, all money at any time deposited in the 2024 Series C Rebate Fund shall be held by the Trustee for the account of the Commission in trust, to the extent required to satisfy the requirements for rebate, as set forth in the 2024 Series C Tax Certificate (for purposes of this Section, the “ 2024 Series C Rebate Requirement”), for payment to the federal government of the United States of America, and no other person shall have any rights in or claim to such money. All amounts deposited into or on deposit in the 2024 Series C Rebate Fund shall be governed by this Section, by Section 78.25 hereof and by the 2024 Series C Tax Certificate (which is incorporated herein by reference). The Trustee shall be deemed conclusively to have complied with suc h provisions and fulfilled its obligation with respect to rebate as long as it follows the written directions of the Commission, including supplying all necessary information in the manner provided in the 2024 Series C Tax Certificate. The Trustee shall not be required to take any actions under this Section, Section 78.25 hereof or the 2024 Series C Tax Certificate in the absence of written directions by the Commission, and shall have no liability or responsibility to enforce compliance by the Commission wi th the terms of the 2024 Series C Tax Certificate nor make computations in connection therewith. (b) Upon the Commission’s written direction, an amount shall be deposited to the 2024 Series C Rebate Fund by the Trustee from deposits by the Commission so that the balance of the amount on deposit thereto equals the 2024 Series C Rebate Requirement. Computations of

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the 2024 Series C Rebate Requirement shall be furnished by or on behalf of the Commission in accordance with the 2024 Series C Tax Certificate.
(c) The Trustee shall have no obligation to rebate any amounts required to be rebated pursuant to this Section, other than from moneys held in the funds and accounts created under the Indenture or from other moneys provided to it by or on behalf of the Commission. (d) The Trustee shall invest all amounts held in the 2024 Series C Rebate Fund in Permitted Investments as instructed in writing by the Commission, subject to the restrictions set forth in the 2024 Series C Tax Certificate. Moneys shall not be transferred from the 2024 Series C Rebate Fund except as provided in paragraph (e) below.
(e) Upon receipt of the Commission’s written directions, the Trustee shall remit part or all of the balances in the 2024 Series C Rebate Fund to the United States, as so directed. In addition, if the Commission so directs, the Trustee will deposit moneys into or transfer moneys out of the 2024 Series C Rebate Fund from or into such accounts or funds as directed by the Commission’s written directions. Any funds remaining in the 2024 Series C Rebate Fund after redemption and payment of all of the 2024 Series C Bonds and payment and satisfaction of any 2024 Series C Rebate Requirement shall be withdrawn and remitted to the Commission upon the Commission’s written request.
(f) Notwithstanding any other provision of the Indenture, the obligation to remit the 2024 Series C Rebate Requirement to the United States and to comply with all other requirements of this Section, Section 78.25 hereof and the 2024 Series C Tax Certificate shall survive the defeasance or payment in full of the 2024 Series C Bonds.

Section 78.12. Establishment and Application of the 2024 Series D Rebate Fund. (a) The Trustee shall establish and maintain a fund separate from any other fund established and maintained hereunder to be known as the “ 2024 Series D Rebate Fund.” Within the 2024 Series D Rebate Fund, the Trustee shall maintain such accounts as it is instructed by the Commission as necessary in order to comply with the terms and requirements of the Tax Certificate with respect to the 2024 Series D Bonds, dated the date of issuance of the 2024 Series D Bonds (for purposes of this Article, the “2024 Series D Tax Certificate”).

Subject to the transfer provisions provided in paragraph (e) below, all money at any time deposited in the 2024 Series D Rebate Fund shall be held by the Trustee for the account of the Commission in trust, to the extent required to satisfy the requirements for rebate, as set forth in the 2024 Series D Tax Certificate (for purposes of this Section, the “ 2024 Series D Rebate Requirement”), for payment to the federal government of the United States of America, and no other person shall have any rights in or claim to such money. All amounts deposited into or on deposit in the 2024 Series D Rebate Fund shall be governed by this Section, by Section 78.25 hereof and by the 2024 Series D Tax Certificate (which is incorporated herein by reference). The Trustee shall be deemed conclusively to have complied with such provisions and fulfilled its

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obligation with respect to rebate as long as it follows the written directions of the Commission, including supplying all necessary information in the manner provided in the 2024 Series D Tax Certificate. The Trustee shall not be required to take any actions under this Section, Section 78.25 hereof or the 2024 Series D Tax Certificate in the absence of written directions by the Commission, and shall have no liability or responsibility to enforce compliance by the Commission with the terms of the 2024 Series D Tax Certificate nor make computations in connection therewith. (b) Upon the Commission’s written direction, an amount shall be deposited to the 2024 Series D Rebate Fund by the Trustee from deposits by the Commission so that the balance of the amount on deposit thereto equals the 2024 Series D Rebate Requirement. Computations of the 2024 Series D Rebate Requirement shall be furnished by or on behalf of the Commission in accordance with the 2024 Series D Tax Certificate.
(c) The Trustee shall have no obligation to rebate any amounts required to be rebated pursuant to this Section, other than from moneys held in the funds and accounts created under the Indenture or from other moneys provided to it by or on behalf of the Commission. (d) The Trustee shall invest all amounts held in the 2024 Series D Rebate Fund in Permitted Investments as instructed in writing by the Commission, subject to the restrictions set forth in the 2024 Series D Tax Certificate. Moneys shall not be transferred from the 2024 Series D Rebate Fund except as provided in paragraph (e) below. (e) Upon receipt of the Commission’s written directions, the Trustee shall remit part or all of the balances in the 2024 Series D Rebate Fund to the United States, as so directed. In addition, if the Commission so directs, the Trustee will deposit moneys into or transfer moneys out of the 2024 Series D Rebate Fund from or into such accounts or funds as directed by the Commission’s written directions. Any funds remaining in the 2024 Series D Rebate Fund after redemption and payment of all of the 2024 Series D Bonds and payment and satisfaction of any 2024 Series D Rebate Requirement shall be withdrawn and remitted to the Commission upon the Commission’s written request.
(f) Notwithstanding any other provision of the Indenture, the obligation to remit the 2024 Series D Rebate Requirement to the United States and to comply wit h all other requirements of this Section, Section 78.25 hereof and the 2024 Series D Tax Certificate shall survive the defeasance or payment in full of the 2024 Series D Bonds.

Section 78.13. Establishment and Application of the 2024 Series B Capital Project Account.
(a) 2024 Series B Capital Project Account. The Commission hereby covenants and agrees to establish, maintain and hold hereunder within the Capital Project Fund, established under Section 3.04 of the Indenture, a separate account known as the “ 2024 Series B Capital Project Account.” The Treasurer shall hold the amounts on deposit in the 2024 Series B Capital Project Account, which shall be maintained and accounted for by the Controller so long as any

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moneys are on deposit t herein. Upon completion of the 2024 Series B Project, the Commission may direct the transfer of any remaining balance in the 2024 Series B Capital Project Account to any other lawfully available fund or account of the Commission.

The moneys in the 2024 Series B Capital Project Account shall be held by the Treasurer in trust and applied to the costs of the 2024 Series B Project and the expenses incident thereto or connected therewith, including, if necessary, interest to the extent permitted by law, reimbursement to the Commission for expenses incurred prior to the issuance of the 2024 Series B Bonds or in connection with the Enterprise, architectural, engineering and inspection fees and expenses, apparatus, equipment and furnishings for the Enterprise, testing and inspection, surveys, insurance premiums, losses during construction not insured against because of deductible amounts, the fees and expenses of the Trustee, legal, accounting and consultant fees and expenses, and similar expenses. The Treasurer shal l pay out moneys from the 2024 Series B Capital Project Account only upon warrants drawn by the Controller in the manner provided by law. No withdrawals shall be made from the 2024 Series B Capital Project Account for any purpose not authorized by law.

All moneys held by the Treasurer in the 2024 Series B Capital Project Account may be invested in Legal Investments maturing not later than the date on which such moneys are required for payment by the Treasurer.

Section 78.14. Establishment and Application of the 2024 Serie s C Capital Project Account and the 2024 Series C Reimbursement Account. (a) 2024 Series C Capital Project Account. The Commission hereby covenants and agrees to establish, maintain and hold hereunder within the Capital Project Fund, established under Secti on 3.04 of the Indenture, a separate account known as the “ 2024 Series C Capital Project Account.” The Treasurer shall hold the amounts on deposit in the 2024 Series C Capital Project Account, which shall be maintained and accounted for by the Controller s o long as any moneys are on deposit therein. Upon completion of the 2024 Series C Project, the Commission may direct the transfer of any remaining balance in the 2024 Series C Capital Project Account to any other lawfully available fund or account of the C ommission; provided such transfer is consistent with the Commission’s covenants in the 2024 Series C Tax Certificate.

The moneys in the 2024 Series C Capital Project Account shall be held by the Treasurer in trust and applied to the costs of the 2024 Series C Project and the expenses incident thereto or connected therewith, including, if necessary, interest to the extent permitted by law, reimbursement to the Commission for expenses incurred prior to the issuance of the 2024 Series C Bonds or in connection with the Enterprise, architectural, engineering and inspection fees and expenses, apparatus, equipment and furnishings for the Enterprise, testing and inspection, surveys, insurance premiums, losses during construction not insured against because of deductible amounts, the fees and expenses of the Trustee, legal, accounting and consultant fees and expenses, and similar expenses. The Treasurer shall pay out moneys from the 2024 Series C Capital Project Account only upon warrants drawn by the Controller in the manner provided by law. No

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withdrawals shall be made from the 2024 Series C Capital Project Account for any purpose not authorized by law.

All moneys held by the Treasurer in the 2024 Series C Capital Project Account may be invested in Legal Investments maturing not later than the date on which such moneys are required for payment by the Treasurer.
(b) 2024 Series C Reimbursement Account. The Commission hereby covenants and agrees to establish, maintain and hold hereunder within the Capital Project Fund, established under Section 3.04 of the Indenture, a separate account known as the “ 2024 Series C Reimbursement Account,” which shall be maintained and accounted for by the Trustee so long as any moneys are on deposit therein. The moneys in the 2024 Series C Reimbursement Account shall be held by the Trustee in trust and transferred by the Trustee to U.S. Bank Trust Company, National Association, as issuing and paying agent or revolving line of credit provider under the Interim Funding Program on ___________, 2024, in connection with the reimbursement of certain capital costs previously paid with the tax-exempt proceeds of the Interim Funding Program relating to the Series C Project.

Any balance remaining in the 2024 Series C Reimbursement Account following such application of moneys shall be transferred to the Treasurer for deposit in the 2024 Series C Capital Project Account. All moneys held by the Trustee i n the 2024 Series C Reimbursement Account shall be invested in Permitted Investments specified by the Commission or, if the Commission does not so specify, then in Permitted Investments of the type described in clause (f) of the definition thereof that are rated AAAm-G by S&P and Aaa by Moody’s.

Section 78.15. Establishment and Application of the 2024 Series D Capital Project Account and the 2024 Series D Reimbursement Account. (a) 2024 Series D Capital Project Account. The Commission hereby covenants and agrees to establish, maintain and hold hereunder within the Capital Project Fund, established under Section 3.04 of the Indenture, a separate account known as the “ 2024 Series D Capital Project Account.” The Treasurer shall hold the amounts on deposit in the 2024 Series D Capital Project Account, which shall be maintained and accounted for by the Controller so long as any moneys are on deposit therein. Upon completion of the 2024 Series D Project, the Commission may direct the transfer of any remaining balance in the 2024 S eries D Capital Project Account to any other lawfully available fund or account of the Commission; provided such transfer is consistent with the Commission’s covenants in the 2024 Series D Tax Certificate.

The moneys in the 2024 Series D Capital Project Account shall be held by the Treasurer in trust and applied to the costs of the 2024 Series D Project and the expenses incident thereto or connected therewith, including, if necessary, interest to the extent permitted by law, reimbursement to the Commission for expenses incurred prior to the issuance of the 2024 Series D Bonds or in connection with the Enterprise, architectural, engineering and inspection fees and expenses, apparatus, equipment and furnishings for the Enterprise, testing and inspection, surveys,

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insurance premiums, losses during construction not insured against because of deductible amounts, the fees and expenses of the Trustee, legal, accounting and consultant fees and expenses, and similar expenses. The Treasurer shall pay out moneys from the 2024 Series D Capital Project Account only upon warrants drawn by the Controller in the manner provided by law. No withdrawals shall be made from the 2024 Series D Capital Project Account for any purpose not authorized by law.

All moneys held by the Treasurer in the 2024 Series D Capital Project Account may be invested in Legal Investments maturing not later than the date on which such moneys are required for payment by the Treasurer.
(b) 2024 Series D Reimbursement Account. The Commission hereby covenants and agrees to establish, maintain and hold hereunder within the Capital Project Fund, established under Section 3.04 of the Indenture, a separate account known as the “ 2024 Series D Reimbursement Account,” which shall be maintained and accounted for by the Trustee so long as any moneys are on deposit therein. The moneys in the 2024 Series D Reimbursement Account shall be held by the Trustee in trust and transferred by the Trustee to U.S. Bank Trust Company, National Association, as issuing and paying agent or revolving line of credit provider under the Interim Funding Program on ___________, 2024, in connection with the reimbursement of certain capital costs previously paid with the tax-exempt proceeds of the Interim Funding Program relating to the Series D Project.

Any balance remaining in the 2024 Series D Reimbursement Account following such application of moneys shall be transferred to the Treasurer for deposit in the 2024 Series D Capital Project Account. All moneys held by the Trustee i n the 2024 Series D Reimbursement Account shall be invested in Permitted Investments specified by the Commission or, if the Commission does not so specify, then in Permitted Investments of the type described in clause (f) of the definition thereof that are rated AAAm-G by S&P and Aaa by Moody’s.

Section 78.16. Establishment and Application of the 2024 Series B Capitalized Interest Account.
(a) The Trustee shall establish and maintain within the Interest Fund an account separate from any other fund or account established and maintained hereunder to be known as the “2024 Series B Capitalized Interest Account.” Amounts on deposit in the 2024 Series B Capitalized Interest Account shall be applied to the payment of interest on the 2024 Series B Bonds on each April l and October 1, commencing on October 1, 2024, in such amounts as specified in a written certificate of the Commission delivered to the Trustee not less than five Business Days prior to each April 1 and October 1, prior to amounts in the Interest Fund being so used. (b) Amounts remaining on deposit in the 2024 Series B Capitalized Interest Account at such time as the Commission has informed the Trustee in a written certificate of the Commission that the 2024 Series B Capitalized Interest A ccount shall be closed shall be transferred by the Trustee to the Commission for deposit in the 2024 Series B Capital Project

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Account. All moneys held by the Trustee in the 2024 Series B Capitalized Interest Account may be invested in Legal Investments mat uring not later than the date on which such moneys are required for payment by the Trustee.

Section 78.17. Establishment and Application of the 2024 Series C Capitalized Interest Account.
(a) The Trustee shall establish and maintain within the Interest Fund an account separate from any other fund or account established and maintained hereunder to be known as the “2024 Series C Capitalized Interest Account.” Amounts on deposit in the 2024 Series C Capitalized Interest Account shall be applied to the payment of interest on the 2024 Series C Bonds on each April l and October 1, commencing on [October 1, 2024], in such amounts as specified in a written certificate of the Commission delivered to the Trustee not less than five Business Days prior to each April 1 and October 1, prior to amounts in the Interest Fund being so used. (b) Amounts remaining on deposit in the 2024 Series C Capitalized Interest Account at such time as the Commission has informed the Trustee in a written certificate of the Commission that the 2024 Series C Capitalized Interest Account shall be closed shall be transferred by the Trustee to the Commission for deposit in the 2024 Series C Capital Project Account. All moneys held by the Trustee in the 2024 Series C Capitalized Interest Account may be invested in Legal Investments maturing not later than the date on which such moneys are required for payment by the Trustee.

Section 78.18. Establishment and Application of the 2024 Series D Capitalized Interest Account.
(a) The Trustee shall establish and maintain within the Interest Fund an account separate from any other fund or account established and maintained hereunder to be known as the “2024 Series D Capitalized Interest Account.” Amounts on deposit in the 2024 Series D Capitalized Interest Account shall be applied to the payment of interest on the 2024 Series D Bonds on each April l and October 1, commencing on [October 1, 2024], in such amounts as specified in a written certificate of the Commission delivered to the Tr ustee not less than five Business Days prior to each April 1 and October 1, prior to amounts in the Interest Fund being so used. (b) Amounts remaining on deposit in the 2024 Series D Capitalized Interest Account at such time as the Commission has informed the Trustee in a written certificate of the Commission that the 2024 Series D Capitalized Interest Account shall be closed shall be transferred by the Trustee to the Commission for deposit in the 2024 Series D Capital Project Account. All moneys held by the Tr ustee in the 2024 Series D Capitalized Interest Account may be invested in Legal Investments maturing not later than the date on which such moneys are required for payment by the Trustee.

Section 78.19. Terms of Redemption – 2024 Series B Bonds.

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(a) Optional Redemption. The 2024 Series B Bonds shall be subject to redemption prior to their stated maturity, at the option of the Commission, from and to the extent of any source of available funds, as a whole or in part, on any date on or after October 1, 20__, at a redemption price equal to 100% of the principal amount of the 2024 Series B Bonds to be redeemed, plus accrued interest thereon to the date fixed for redemption, without premium. If 2024 Series B Bonds are to be optionally redeemed in part, the Commission shall direc t the maturities, or portions thereof, to be redeemed, and, if less than all of the 2024 Series B Bonds of a particular maturity are to be redeemed, the 2024 Series B Bonds shall be redeemed pro-rata within any such maturity.
(b) Make Whole Optional Redemption. Before October 1, 20__, the 2024 Series B Bonds shall be subject to redemption prior to their respective stated maturity dates either in whole or in part, at the option of the Commission, at any time, at a redemption price equal to the greater of (i) 100% of the principal amount thereof or (ii) the Discounted Value thereof, plus in either case, accrued interest thereon to the date of redemption.

The 2024 Series B Bonds may be redeemed in any order of maturity and in any principal amount within a maturity as selected by the Commission in its sole discretion. (c) [Mandatory Sinking Fund Redemption. The 2024 Series B Bonds maturing on October 1, 20__, and payable from the 2024 Series B Sinking Fund Account, are further subject to redemption prior to their stated maturity, from the 2024 Series B Sinking Fund Account, on any October 1 on or after October 1, 20__, pro-rata within any such maturity if less than all of the 2024 Series B Bonds of such maturity and tenor be redeemed, upon payment of the principal amount thereof and accrued interest thereon to the date fixed for redemption, without premium, in accordance with the schedule shown in Section 78.20 herein.] (d) Notice to Trustee. The Commission shall give the Trustee written notice at least 45 days before any date fixed for the redemption of 2024 Series B Bonds to be redeemed pursuant to subsection (a) of the fact and date of redemption and of the principal amount of 2024 Series B Bonds and the maturities or portions thereof to be redeemed. (e) Rescission of Notice of Redemption. The Commission, may, at its option, on or prior to the date fixed for redemption in any notice of redemption of 2024 Series B Bonds, rescind and cancel such n otice of redemption by Written Request to the Trustee and the Trustee shall mail notice of such cancellation to the recipients of the notice of redemption being cancelled. (f) Application of Terms of Indenture. The provisions of the Indenture relating to redemption of Bonds set forth in Sections 4.02, 4.03, 4.04 and 4.05 shall apply to the redemption of the 2024 Series B Bonds.

Section 78.20. 2024 Series B Bonds Sinking Fund Account

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(a) The Trustee shall establish and hold within the Principal Fund established under Section 5.02(a) of the Indenture, a 2024 Series B Sinking Fund Account, which the Commission hereby covenants and agrees to cause to be maintained, for payment of the Bond Obligation of the 2024 Series B Term Bonds.
(b) The Trustee, on or before September 30 of each year (commencing on or before September 30, 20___), shall deposit in the 2024 Series B Sinking Fund Account from the Principal Fund moneys in an amount sufficient to call and redeem or to pay at maturity, as the case may be, the principal of 2024 Series B Term Bonds in the following respective principal amounts on the next succeeding October 1 in each of the following years ( each such deposit of moneys being referred to as a "2024 Series B Minimum Sinking Fund Account Payment"). 2024 Series B Term Bonds maturing on October 1, 20__
Year
(October 1)
Principal
Amount

*
*Maturity
(c) During the 12-month period immediately preceding each redemption from the 2024 Series B Sinking Fund Account, the Commission may satisfy, in whole or in part, the 2024 Series B Minimum Sinking Fund Account Payment and the redemption therefrom by depositing with the Trustee 2024 Series B Term Bonds for cancellation prior to the Trustee's selection of the 2024 Series B Term Bonds for redemption. (d) All moneys in the 2024 Series B Sinking Fund Account, at the Written Request of the Commission, shall be used and withdrawn by the Trustee at any time for the purchase of 2024 Series B Term Bonds (except that no 2024 Series B Term Bonds maturing in any year shall be purchased so long as any 2024 Series B Term Bonds maturing in any earlier year and being of like tenor are Outstanding) at public or private sale, as and when and at such prices (including brokerage and other charges, but excluding accrued interest, which is payable from the Interest Fund) as the Commission shall direct by Written Request, but not to exceed the principal thereof, and all 2024 Series B Term Bonds so purchased by the Trustee or deposited by the Commission, shall be cancelled and delivered to the Commission; provided, however, that:
(i) all moneys in the 2024 Series B Sinking Fund Account on each September 15, beginning on September 15, 20__, and ending on September 15, 20__, together with any additional sums the Trustee expects to receive for deposit in the 2024 Seri es B Sinking Fund Account after such date and on or before the next succeeding October 1, shall be used and withdrawn by the Trustee solely for

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the purpose of redeeming the 2024 Series B Term Bonds that are subject to redemption under this Section; and
(ii) the Trustee shall during each 12- month period beginning with the 12-month period ending on October 1, 20__, purchase or call and redeem (as herein provided) an aggregate amount of 2024 Series B Term Bonds equal to at least the amount of Bond Obligation of the 2024 Series B Term Bonds identified above in this Section for such 12- month period reduced by the principal amount of 2024 Series B Term Bonds deposited by the Commission with the Trustee, except that if 2024 Series B Term Bonds of any Term Bond maturity have previously been redeemed or purchased by the Trustee or deposited by the Commission in excess of the amount of Bond Obligation of the 2024 Series B Term Bonds identified above in this Section, there shall be deemed to have been a reduction of the remaining amounts stated above in this Section on a Proportionate Basis, and further except that moneys in the 2024 Series B Sinking Fund Account shall be used, to the extent necessary, to purchase or retire the Outstanding 2024 Series B Term Bonds at the maturity thereof.

The Commission hereby covenants and agrees with the Owners of the 2024 Series B Term Bonds to call and redeem 2024 Series B Term Bonds from the 2024 Series B Sinking Fund Account pursuant to this Section on October 1 in each of the years, and in the amounts, stated above.

Section 78.21. Terms of Redemption – 2024 Series C Bonds. (a) Optional Redemption. The 2024 Series C Bonds shall be subject to redemption prior to their stated maturity, at the option of the Commission, from and to the extent of any source of available funds, as a whole or in part, on any date on or after October 1, 20__, at a redemption price equal to 100% of the principal amount of the 2024 Series C Bonds to be redeemed, plus accrued interest thereon to the date fixed for redemption, without premium. If 2024 Series C Bonds are to be optionally redeemed in part, the Commission shall direct the maturities , or portions thereof, to be redeemed, and, if less than all of the 2024 Series C Bonds of a particular maturity are to be redeemed, the 2024 Series C Bonds shall be redeemed by lot within any such maturity.
(b) Mandatory Sinking Fund Redemption. The 2024 Series C Bonds maturing on October 1, 20__, and payable from the 2024 Series C Sinking Fund Account, are further subject to redemption prior to their stated maturity, from the 2024 Series C Sinking Fund Account, on any October 1 on or after October 1, 20__, by lot within any such maturity if less than all of the 2024 Series C Bonds of such maturity and tenor be redeemed, upon payment of the principal amount thereof and accrued interest thereon to the date fixed for redemption, without premium, in accordance with the schedule shown in Section 78.22 herein.

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(c) Notice to Trustee. The Commission shall give the Trustee written notice at least 45 days before any date fixed for the redemption of 2024 Series C Bonds to be redeemed pursuant to subsection (a) of the fact and date of redemption and of the principal amount of 2024 Series C Bonds and the maturities or portions thereof to be redeemed. (d) Rescission of Notice of Redemption. The Commission, may, at its option, on or prior to the date fixed for redemption in any notice of redemption of 2024 Series C Bonds, rescind and cancel such notice of redemption by Written Request to the Trustee and the Trustee shall mail notice of such cancellation to the recipients of the notice of redemption being cancelled. (e) Application of Terms of Indenture. The provisions of the Indenture relating to redemption of Bonds set forth in Sections 4.02, 4.03, 4.04 and 4.05 shall apply to the redemption of the 2024 Series C Bonds.

Section 78.22. 2024 Series C Bonds Sinking Fund Account (a) The Trustee shall establish and hold within the Principal Fund established under Section 5.02(a) of the Indenture, a 2024 Series C Sinking Fund Account, which the Commission hereby covenants and agrees to cause to be maintained, for payment of the Bond Obligation of the 2024 Series C Term Bonds.
(b) The Trustee, on or before September 30 of each year ( commencing on or before September 30, 20___), shall deposit in the 2024 Series C Sinking Fund Account from the Principal Fund moneys in an amount sufficient to call and redeem or to pay at maturity, as the case may be, the principal of 2024 Series C Term Bonds in the following respective principal amounts on the next succeeding October 1 in each of the following years ( each such deposit of moneys being referred to as a "2024 Series C Minimum Sinking Fund Account Payment"). 2024 Series C Term Bonds maturing on October 1, 20__
Year
(October 1)
Principal
Amount

*
*Maturity
(c) During the 12-month period immediately preceding each redemption from the 2024 Series C Sinking Fund Account, the Commission may satisfy, in whole or in part, the 2024 Series C Minimum Sinking Fund Account Payment and the redemption therefrom by depositing with the Trustee 2024 Series C Term Bonds for cancellation prior to the Trustee's selection of the 2024 Series C Term Bonds for redemption.

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(d) All moneys in the 2024 Series C Sinking Fund Account, at the Written Request of the Commission, shall be used and withdrawn by the Trustee at any time for the purchase of 2024 Series C Term Bonds (except that no 2024 Series C Term Bonds maturing in any year shall be purchased so long as any 2024 Series C Term Bonds maturing in any earlier year and being of like tenor are Outstanding) at public or private sale, as and when and at such prices (including brokerage and other charges, but excluding accrued interest, which is payable from the Interest Fund) as the Commission shall direct by Written Request, but not to exceed the principal thereof, and all 2024 Series C Term Bonds so purchased by the Trustee or deposited by the Commission, shall be cancelled and delivered to the Commission; provided, however, that:
(i) all moneys in the 2024 Series C Sinking Fund Account on each September 15, beginning on September 15, 20__, and ending on September 15, 20__, together with any additional sums the Trustee expects to receive for deposit in the 2024 Series C Sinking Fund Account after such date and on or before the next succeeding October 1, shall be used and withdrawn by the Trustee solely for the purpose of redeeming the 2024 Series C Term Bonds that are subject to redemption under this Section; and
(ii) the Trustee shall during each 12- month period beginning with the 12-month period ending on October 1, 20__, purchase or call and redeem (as herein provided) an aggregate amount of 2024 Series C Term Bonds equal to at least the amount of Bond Obligation of the 2024 Series C Term Bonds identified above in this Section for such 12- month period reduced by the principal amount of 2024 Series C Term Bonds deposited by the Commission with the Trustee, except that if 2024 Series C Term Bonds of any Term Bond maturity have previously been redeemed or purchased by the Trustee or deposited by the Commission in excess of the amount of Bond Obligation of the 2024 Series C Term Bonds identified above in this Section, there shall be deemed to have been a reduction of the remaining amounts stated above in this Section on a Proportionate Basis, and further except that moneys in the 2024 Series C Sinking Fund Account shall be used, to the extent necessary, to purchase or retire the Outstanding 2024 Series C Term Bonds at the maturity thereof.
(e) The Commission hereby covenants and agrees with the Owners of the 2024 Series C Term Bonds to call and redeem 2024 Series C Term Bonds from the 2024 Series C Sinking Fund Account pursuant to this Section on October 1 in each of the years, and in the amounts, stated above.

Section 78.23. Terms of Redemption – 2024 Series D Bonds. (a) Optional Redemption. The 2024 Series D Bonds shall be subject to redemption prior to their stated maturity, at the option of the Commission, from and to the extent of any source of available funds, as a whole or in part, on any date on or after October 1, 20__, at a redemption price equal to 100% of the principal amount of the 2024 Series D Bonds t o be

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redeemed, plus accrued interest thereon to the date fixed for redemption, without premium. If 2024 Series D Bonds are to be optionally redeemed in part, the Commission shall direct the maturities, or portions thereof, to be redeemed, and, if less than all of the 2024 Series D Bonds of a particular maturity are to be redeemed, the 2024 Series D Bonds shall be redeemed by lot within any such maturity.
(b) Mandatory Sinking Fund Redemption. The 2024 Series D Bonds maturing on October 1, 20__, and payable from the 2024 Series D Sinking Fund Account, are further subject to redemption prior to their stated maturity, from the 2024 Series D Sinking Fund Account, on any October 1 on or after October 1, 20__, by lot within any such maturity if less than all of the 2024 Series D Bonds of such maturity and tenor be redeemed, upon payment of the principal amount thereof and accrued interest thereon to the date fixed for redemption, without premium, in accordance with the schedule shown in Section 78.24 herein. (c) Notice to Trustee. The Commission shall give the Trustee written notice at least 45 days before any date fixed for the redemption of 2024 Series D Bonds to be redeemed pursuant to subsection (a) of the fact and date of redemption and of the principal amount of 2024 Series D Bonds and the maturities or portions thereof to be redeemed. (d) Rescission of Notice of Redemption. The Commission, may, at its option, on or prior to the date fixed for redemption in any notice of redemption of 2024 Series D Bonds, rescind and cancel such notice of redemption by Written Request to the Trustee and the Trustee shall mail notice of such cancellation to the recipients of the notice of redemption being cancelled. (e) Application of Terms of Indenture. The provisions of the Indenture relating to redemption of Bonds set forth in Sections 4.02, 4.03, 4.04 and 4.05 shall apply to the redemption of the 2024 Series D Bonds.

Section 78.24. 2024 Series D Bonds Sinking Fund Account (a) The Trustee shall establish and hold within the Principal Fund established under Section 5.02(a) of the Indenture, a 2024 Series D Sinking Fund Account, which the Commission hereby covenants and agrees to cause to be maintained, for payment of the Bond Obligation of the 2024 Series D Term Bonds.
(b) The Trustee, on or before September 30 of each year ( commencing on or before September 30, 20___), shall deposit in the 2024 Series D Sinking Fund Account from the Principal Fund moneys in an amount sufficient to call and redeem or to pay at maturity, as the case may be, the principal of 2024 Series D Term Bonds in the following respective principal amounts on the next succeeding Octobe r 1 in each of the following years ( each such deposit of moneys being referred to as a "2024 Series D Minimum Sinking Fund Account Payment"). 2024 Series D Term Bonds maturing on October 1, 20__

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Year
(October 1)
Principal
Amount

*
*Maturity
(c) During the 12-month period immediately preceding each redemption from the 2024 Series D Sinking Fund Account, the Commission may satisfy, in whole or in part, the 2024 Series D Minimum Sinking Fund Account Payment and the redemption therefrom by depositing with the Trustee 2024 Series D Term Bonds for cancellation prior to the Trustee's selection of the 2024 Series D Term Bonds for redemption. (d) All moneys in the 2024 Series D Sinking Fund Account, at the Written Request of the Commission, shall be used and withdrawn by the Trustee at any time for the purchase of 2024 Series D Term Bonds (except that no 2024 Series D Term Bonds maturing in any year shall be purchased so long as any 2024 Series D Term Bonds maturing in any earlier year and being of like tenor are Outstanding) at public or private sale, as and when and at such prices (including brokerage and other charges, but excluding accrued interest, which is payable from the Interest Fund) as the Commission shall direct by Written Request, but not to exceed the principal thereof, and all 2024 Series D Term Bonds so purchased by the Trustee or deposited by the Commission, shall be cancelled and delivered to the Commission; provided, however, that:
(i) all moneys in the 2024 Series D Sinking Fund Account on each September 15, beginning on September 15, 20__, and ending on September 15, 20__, together with any additional sums the Trustee expects to receive for deposit in the 2024 Series D Sinking Fund Account after such date and on or before the next succeeding October 1, shall be used and withdrawn by the Trustee solely for the purpose of redeeming the 2024 Series D Term Bonds that are subject to redemption under this Section; and
(ii) the Trustee shall during each 12- month period beginning with the 12-month period ending on October 1, 20__, purchase or call and redeem (as herein provided) an aggregate amount of 2024 Series D Term Bonds equal to at least the amount of Bond Obligation of the 2024 Series D Term Bonds identified above in this Section for such 12- month period reduced by the principal amount of 2024 Series D Term Bonds deposited by the Commission with the Trustee, except that if 2024 Series D Term Bonds of any Term Bond maturity have previously been redeemed or purchased by the Trustee or deposited by the Commission in excess of the amount of Bond Obligation of the 2024 Series D Term Bonds identified above in this Section, there shall be deemed to have been a reduction of the remaining amounts stated above in this Section on a Proportionate Basis, and

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further except that moneys in the 2024 Series D Sinking Fund Account shall be used, to the extent necessary, to purchase or retire the Outstanding 2024 Series D Term Bonds at the maturity thereof.

The Commission hereby covenants and agrees with the Owners of the 2024 Series D Term Bonds to call and redeem 2024 Series D Term Bonds from the 2024 Series D Sinking Fund Account pursuant to this Section on October 1 in each of the years, and in the amounts, stated above.

Section 78.25. Tax Covenants.

The Commission covenants that it will not take any action, or fail to take any action, if any such action or failure to take action would adversely affect the exclusion from gross income of the interest on the 2024 Series C Bonds and the 2024 Series D Bonds (together, the “2024 Tax-Exempt Series Bonds”) under Section 103 of the Code.

The Commission will not directly or indirectly use or permit the use of any proceeds of the 2024 Tax-Exempt Series Bonds or any other funds of the Commission, or take or omit to take any action that would cause the 2024 Tax- Exempt Series Bonds to be “arbitrage bonds” within the meaning of Section 148(a) of the Code. To that end, the Commission will comply with all requirements of Section 148 of the Code to the extent applicable to the 2024 Tax-Exempt Series Bonds. If at any time the Commission is of the opinion that for purposes of this Section it is necessary to restrict or limit the yield on the investment of any moneys held by the Trustee under the Indenture or otherwise, the Commission shall so instruct the Trustee in writing, and the Trustee shall take such action as required by such instructions.

Without limiting the generality of the foregoing, the Commission agrees that there shall be paid from time to time all amounts r equired to be rebated to the United States pursuant to Section 148(f) of the Code and any temporary, proposed or final Treasury Regulations as may be applied to the 2024 Tax -Exempt Series Bonds from time to time. This covenant shall survive payment in full or defeasance of the 2024 Tax-Exempt Series Bonds. The Commission specifically covenants to pay or cause to be paid to the United States, at the times and in the amounts determined under Sections 78.11 and 78.12 hereof, the Rebate Requirement. The Trus tee agrees to comply with all written instructions of the Commission given in accordance with the Tax Certificate.

Notwithstanding any provision of this Section and Sections 78.11 and 78.12 hereof, if the Commission provides to the Trustee an opinion of nationally recognized bond counsel to the effect that any action required under this Section and Section s 78.11 and 78.12 hereof or under the Tax Certificate is no longer required, or to the effect that some further action is required, to maintain the exclus ion from gross income of the interest on the 2024 Tax- Exempt Series Bonds under Section 103 of the Code, the Commission and the Trustee may rely conclusively on such opinion in complying with the provisions hereof, and the covenants hereunder shall be deem ed to be modified to that extent.

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The Commission shall assure that the proceeds of the 2024 Tax- Exempt Series Bonds are not so used as to cause the 2024 Tax- Exempt Series Bonds to satisfy the private business tests of Section 141(b) of the Code or the private loan financing test of Section 141(c) of the Code.

The Commission shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause any of the 2024 Tax- Exempt Series Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Code.

Section 78.26. Continuing Disclosure. The Commission hereby covenants and agrees that it will comply with and carry out all of the provisions of the 2024 Continuing Disclosure Certificate. Notwithstanding an y other provision of the Indenture, failure of the Commission to comply with the 2024 Continuing Disclosure Certificate shall not be considered an Event of Default; however, any Participating Underwriter (as such term is defined in the 2024 Continuing Disclosure Certificate) or any Bondowner or beneficial owner may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the Commission to comply with its obligations under this Section, and the sole remedy in the event of any failure of the Commission to comply with the 2024 Continuing Disclosure Certificate shall be an action to compel performance.

Section 78.27. No Senior State Loans. No Senior State Loans are currently Outstanding.

Notwithstanding anything contained in the Indenture, including but not limited to Section

ARTICLE LXXIX

MISCELLANEOUS
Section 79.01. Terms of 2024BCD Bonds Subject to the Indenture. Except as expressly provided in this Eighteenth Supplemental Indenture, every term and condition contained in the Indenture shall apply to this Eighteenth Supplemental Indenture, and to the 2024BCD Bonds, with the same force and effect as if the same were herein set forth at length, with such omissions, variations and modifications thereof as may be appropriate to make the same conform to this Eighteenth Supplemental Indenture.

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

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Section 79.02. Effective Date of Eighteenth Supplemental Indenture. This Eighteenth Supplemental Indenture shall take effect upon its execution and delivery.

Section 79.03. Execution in Counterparts. This Eighteenth Supplemental Indenture may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument.

ARTICLE LXXX
CITY REQUIREMENTS; EXECUTION
As used in this Article, “Agreement” means the Indenture.

Section 80.01. Local Business Enterprise Utilization; Liquidated Damages. (a) The LBE Ordinance . The Trustee shall comply with all the requirements of the Disadvantaged Business Enterprise Ordinance set forth in Chapter 14B of t he San Francisco Administrative Code as it now exists or as it may be amended in the future (collectively the “LBE Ordinance”), provided such amendments do not materially increase the Trustee’s obligations or liabilities, or materially diminish the Trustee ’s rights, under this Eighteenth Supplemental Indenture. Such provisions of the LBE Ordinance are incorporated by reference and made a part of this Eighteenth Supplemental Indenture as though fully set forth in this Section. The Trustee’s willful failure to comply with any applicable provision of the LBE Ordinance is a material breach of the Trustee’s obligations under this Eighteenth Supplemental Indenture and shall entitle City, subject to any applicable notice and cure provisions set forth in this Eighteenth Supplemental Indenture, to exercise any of the remedies provided for under this Eighteenth Supplemental Indenture, under the LBE Ordinance or otherwise available at law or in equity, which remedies shall be cumulative unless this Eighteenth Supplemental Indenture expressly provides that any remedy is exclusive. In addition, the Trustee shall comply fully with all other applicable local, state and federal lawsꞏ prohibiting discrimination and requiring equal opportunity in contracting, including subcontracting.
(b) Compliance and Enforcement. If the Trustee willfully fails to comply with any of the provisions of the LBE Ordinance, the rules and regulations implementing the LBE Ordinance, or the provisions of this Eighteenth Supplemental Indenture pertaining to LBE participation, the Trustee shall be liable for liquidated damages in an amount equal to the Trustee’s net profit on this Eighteenth Supplemental Indenture, or 10% of the total amount of this Eighteenth Supplemental Indenture, or $1,000, whichever is greatest. The Director of the City’s Human Rights Commission or any other public official authorized to enforce the LBE Ordinance (separately and collectively, the “Director of HRC”) may also impose other sanctions against the Trustee authorized in the LBE

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Ordinance, including declaring the Trustee to be irresponsible and ineligible to contract with the City for a period of up to five years or revocation of the Trustee’s DBE certification. The Director of HRC will determine the sanctions to be imposed, including the amount of liquidated damages, after investigation pursuant to Administrative Code §14B.17.

By entering into this Eighteenth Supplemental Indenture, the Trustee acknowledges and agrees that any liquidated damages assessed by the Directo r of the HRC shall be payable to City upon demand. ꞏThe Trustee further acknowledges and agrees that any liquidated damages assessed may be withheld from any monies due to the Trustee on any contract with City, The Trustee agrees to maintain records necess ary for monitoring its compliance with the LBE Ordinance for a period of three years following termination or expiration of this Eighteenth Supplemental Indenture, and shall make such records available for audit and inspection by the Director of HRC or the Controller upon request.

Section 80.02. Nondiscrimination; Penalties.
(a) Trustee Shall Not Discriminate . In the performance of this Eighteenth Supplemental Indenture; the Trustee agrees not to discriminate against any employee, City and County employee working with such contractor or subcontractor, applicant for employment with such contractor or subcontractor, or against any person seeking accommodations, advantages, facilities, privileges, services, or membership in all business, social, or other establishments or organizations, on the basis of the fact or perception of a person’s race, color, creed, religion, national origin, ancestry, age, height, weight, sex, sexual orientation, gender identity, domestic partner status, marital status, disability or Acquired Immune Deficiency Syndrome or HIV status (AIDS/HN status), or association with members of such protected classes, or in retaliation for opposition to discrimination against such classes.
(b) Subcontracts. The Trustee shall incorporate by reference in all subcontracts the provisions of §§12B.2(a), 12B.2(c) -(k), and 12C.3 of the San Francisco Administrative Code (copies of which are available from Purchasing) and shall require all subcontractors to comply with such provisions. The Trustee’s failure to comply with the obligations in this subsection shall constitute a material breach of this Eighteenth Supplemental Indenture.

Nondiscrimination in Benefits . The Trustee does not as of the date of this Eighteenth Supplemental Indenture and will not during the term of this Eighteenth Supplemental Indenture, in any of its operations in San Francisco, on real property owned by San Francisco, or where work is being performed for the City elsewhere in the United States , discriminate in the provision of bereavement leave, family medical leave, health benefits, membership or membership discounts, moving expenses, pension and retirement benefits or travel benefits, as well as any benefits other than the benefits specified above, between employees with domestic partners and employees with spouses, and/or between the domestic partners and spouses of such employees, where the domestic partnership has been registered with a governmental entity pursuant to state or local law

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authorizing such registration, subject to the conditions set forth in §12B.2(b) of the San Francisco Administrative Code.
(c) Condition to Contract. As a condition to this Eighteenth Supplemental Indenture, the Trustee shall execute the “Chapter 12B Declarati on: Nondiscrimination in Contracts and Benefits” form (form HRC -12B-101) with supporting documentation and secure the approval of the form by the San Francisco Human Rights Commission.
(d) Incorporation of Administrative Code Provisions by Reference. The provisions of Chapters 12B and 12C of the San Francisco Administrative Code are incorporated in this Section by reference and madeꞏ a part of this Eighteenth Supplemental Indenture as though fully set forth herein. The Trustee shall comply fully with and be bound by all of the provisions that apply to this Eighteenth Supplemental Indenture under such Chapters, including but not limited to the remedies provided in such Chapters. Without limiting the foregoing, the Trustee understands that pursuant to §12B.2(h) of the San Francisco Administrative Code, a penalty of $50 for each person for each calendar day during which such person was discriminated against in violation of the provisions of this Eighteenth Supplemental Indenture may be assessed against the Trustee and/or deducted from any payments due the Trustee.

Section 80.03. MacBride Principles —Northern Ireland . The provisions of San Francisco Administrative Code §12F are incorporated by this reference and made part of this Indenture. By entering into this Indenture, the Trustee confirms that it has read and understood that the City urges companies doing business in Northern Ireland to resolve employment inequities and to abide by the MacBride Principles, and urges San Francisco companies to do business with corporations that abide by the MacBride Principles.

Section 80.04. Tropical Hardwood and Virgin Redwood Ban . Under San Francisco Environment Code Section 804(b), the City urges the Trustee not to import, purchase, obtain, or use for any purpose, any tropical hardwood, tropical hardwood wood product, virgin redwood or virgin redwood wood product.

Section 80.05. Drug-Free Workplace Policy. The Trustee acknowledges that pursuant to the Federal Drug -Free Workplace Act of 1989, the unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited on City premises. The Trustee agrees that any violation of this prohibition by the Trustee, its employees, agents or assigns will be deemed a material breach of this Eighteenth Supplemental Indenture.

Section 80.06. Compliance with Americans with Disabilities Act . The Trustee acknowledges that, pursuant to the Americans wit h Disabilities Act (ADA), programs, services and other activities provided by a public entity to the public, whether directly or through a contractor, must be accessible to the disabled public. The Trustee shall provide the services specified in this Eighteenth Supplemental Indenture in a manner that complies with the ADA and any and all other applicable federal, state and local disability rights legislation. The Trustee agrees not to discriminate against disabled persons in the provision of services, benef its or activities

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provided under this Eighteenth Supplemental Indenture and further agrees that any violation of this prohibition on the part of the Trustee, its employees, agents or assigns will constitute a material breach of this Eighteenth Supplemental Indenture.

Section 80.07. Sunshine Ordinance. In accordance with San Francisco Administrative Code §67.24(e), contracts, contractors’ bids, responses to solicitations and all other records of communications between City and persons or firms seeking contracts, shall be open to inspection immediately after a contract has been awarded. Nothing in this provision requires the disclosure of a private person or organization’s net worth or other proprietary financial data submitted for qualification for a contract or other benefit until and unless that person or organization is awarded the contract or benefit. Information provided which is covered by this paragraph will be made available to the public upon request.

Section 80.08. Limitations on Contributions. Through its execution of this E ighteenth Supplemental Indenture, the Trustee acknowledges that it is familiar with Section 1.126 of the City’s Campaign and Governmental Conduct Code, which prohibits any person who contracts with the City for the rendition of personal services, for the f urnishing of any material, supplies or equipment, for the sale or lease of any land or building, or for a grant, loan or loan guarantee, from making any campaign contribution to (1) an individual holding a City elective office if the contract must be approved by the individual, a board on which that individual serves; or a board on which an appointee of that individual serves, (2) a candidate for the office held by such individual, or (3) a committee controlled by such individual, at any time from the comme ncement of negotiations for the contract until the later of either the termination of negotiations for such contract or six months after the date the contract is approved. The Trustee acknowledges that the foregoing restriction applies only if the contract or a combination or series of contracts approved by the same individual or board in a fiscal year have a total anticipated or actual value of $50,000 or more. The Trustee further acknowledges that the prohibition on contributions applies to each prospecti ve party to the contract; each member of the Trustee’s board of directors; the Trustee’s chairperson, chief executive officer, chief financial officer and chief operating officer; any person with an ownership interest of more than 20 percent in the Trustee ; any subcontractor listed in the bid or contract; and any committee that is sponsored or controlled by the Trustee. Additionally, the Trustee acknowledges that the Trustee must inform each of the persons described in the preceding sentence of the prohibitions contained in Section 1.126.

Section 80.09. Requiring Minimum Compensation for Covered Employees. (a) The Trustee agrees to comply fully with and be bound by all of the provisions of the Minimum Compensation Ordinance (MCO), as set forth in San Francisco Administrative Code Chapter 12P (Chapter 12P), including the remedies provided, and implementing guidelines and rules. The provisions of Chapter l2P are incorporated herein- by reference and made a part of this Eighteenth Supplemental Indenture as though fully set forth. The text of the MCO is available on the web at http://www.sfgov.org/olse/mco. A partial listing of some of the Trustee’s obligations under the MCO is set forth in this Section. The Trustee is required to comply with all the provisions of the MCO, irrespective of the listing of obligations in this Section.

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The MCO requires the Trustee to pay the Trustee’s employees a minimum hourly gross compensation wage rate and to provide minimum compensated and uncompensated time off. The minimum wage rate may change from year to year and the Trustee is obligated to keep informed of the then -current requirements. Any subcontract entered into by the Trustee shall require the subcontractor to comply with the requirements of the MCO and shall contain contractual obligations substantially the same as those set forth in this Section. It is the Trustee’s obligation to ensure that any subcontractors of any tier under this Eighteenth Supplemental Indenture comply with the requirements of the MCO. If any subcontractor under t his Eighteenth Supplemental Indenture fails to comply, City may pursue any of the remedies set forth in this Section against the Trustee.
(b) The Trustee shall not take adverse action or otherwise discriminate against an employee or other person for the ex ercise or attempted exercise of rights under the MCO. Such actions, if taken within 90 days of the exercise or attempted exercise of such rights, will be rebuttably presumed to be retaliation prohibited by the MCO. (c) The Trustee shall maintain employee and payroll records as required by the MCO.

If the Trustee fails to do so, it shall be presumed that the Trustee paid no more than the minimum wage required under State law.
(d) The City is authorized to inspect the Trustee’s job sites and conduct interviews with employees and conduct audits of the Trustee.
(e) The Trustee’s commitment to provide the Minimum Compensation is a material element of the City’s consideration for this Eighteenth Supplemental Indenture. The City in its sole discretion shall determine whether such a breach has occurred. The City and the public will suffer actual damage that will be impractical or extremely difficult to determine if the Trustee fails to comply with these requirements. The Trustee agrees that the sums set forth in Sect ion 12P.6.1 of the MCO as liquidated damages are not a penalty, but are reasonable estimates of the loss that the City and the public will incur for the Trustee’s noncompliance. The procedures governing the assessment of liquidated damages shall be those set forth in Section 12P.6.2 of Chapter 12P. (f) The Trustee understands and agrees that if it fails to comply with the requirements of the MCO, the City shall have the right to pursue any rights or remedies available under Chapter 12P (including liquidated damages), under the terms of the contract, and under applicable law. If, within 30 days after receiving written notice of a breach of this Eighteenth Supplemental Indenture for violating the MCO, the Trustee fails to cure such breach or, if such breach ca nnot reasonably be cured within such period of 30 days, the Trustee fails to commence efforts to cure within such period, or thereafter fails diligently to pursue such cure to completion; the City shall have the right to pursue any rights or remedies available under applicable law, including those set forth in Section 12P.6(c) of Chapter 12P. Each of these remedies shall be exercisable individually or in combination with any other rights or remedies available to the City.

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(g) The Trustee represents and warr ants that it is not an entity that was set up, or is being used, for the purpose of evading the intent of the MCO. (h) The City may conduct random audits of the Trustee. Random audits shall be (i) noticed in advance in writing; (ii) limited to ascertaining whether Covered Employees are paid at least the minimum compensation required by the MCO; (iii) accomplished through an examination of pertinent records at a mutually agreed upon time and location within ten days of the written notice; and (iv) limited to one audit of the Trustee every two years for the duration of this Eighteenth Supplemental Indenture. Nothing in this E ighteenth Supplemental Indenture is intended to preclude the City from investigating any report of an alleged violation of the MCO.

Section 80.10. Requiring Health Benefits for Covered Employees. Unless exempt, the Trustee agrees to comply fully with and be bound by al l of the provisions of the Health Care Accountability Ordinance (HCAO), as set forth in San Francisco Administrative Code Chapter 12Q, including the remedies provided, and implementing regulations, as the same may be amended from time to time. The provisions of Chapter 12Q are incorporated herein by reference and made a part of this Eighteenth Supplemental Indenture as though fully set forth. The text of the HCAO is available on the web at http://www.sfgov.org/oca/lwlh.htm. Capitalized terms used in this Section and not defined in this Eighteenth Supplemental Indenture shall have the meanings assigned to such terms in Chapter 12Q.
(a) For each Covered Employee, the Trustee shall provide the appropriate health benefit set forth in Section 12Q.3 of the HCAO. I f the Trustee chooses to offer the health plan option, such health plan shall meet the minimum standards set forth by the San Francisco Health Commission.
(b) Notwithstanding the above, if the Trustee is a small business as defined in Section 12Q.3(d) of the HCAO, it shall have no obligation to comply with part (a) above. (c) The Trustee’s failure to comply with the HCAO shall constitute a material breach of this Eighteenth Supplemental Indenture. City shall notify the Trustee if such a breach has occurred. If, within 30 days after receiving City’s written notice of a breach of this Eighteenth Supplemental Indenture for violating the HCAO, the Trustee fails to cure such breach or, if such breach cannot reasonably be cured within such period of 30 days, the T rustee fails to commence efforts to cure within such period, or thereafter fails diligently to pursue such cure to completion, City shall have the right to pursue the remedies set forth in 12Q.5(f)(1-5). Each of these remedies shall be exercisable individually or in combination with any other rights or remedies available to City.
(d) Any Subcontract entered into by the Trustee shall require the Subcontractor to comply with the requirements of the HCAO and shall contain contractual obligations substantially the same as those set forth in this Section. The Trustee shall notify City’s Office of Contract Administration when it enters into such a Subcontract and shall certify to the Office of Contract Administration that it has notified the Subcontractor of the obligations under the HCAO and has

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imposed the requirements of the HCAO on Subcontractor through the Subcontract. The Trustee shall be responsible for its Subcontractors’ compliance with this Chapter. If a Subcontractor fails to comply, the City may pursue the remedies set forth in this Section against the Trustee based on the Subcontractor’s failure to comply, provided that City has first provided the Trustee with notice and an opportunity to obtain a cure of the violation.
(e) The Trustee shall not discharge, reduce in compensation, or otherwise discriminate against any employee for notifying City with regard to the Trustee’s noncompliance or anticipated noncompliance with the requirements of the HCAO, for opposing any practice proscribed by the HCAO, for participating in proceedings related to the HCAO, or for seeking to assert or enforce any rights under the HCAO by any lawful means.
(f) The Trustee represents and warrants that it is not an entity that was set up, or is being used, for the purpose of evading the intent of the HCAO. (g) The Trustee shall maintain employee and payroll records in compliance with the California Labor Code and Industrial Welfare Commission orders, including the number of hours each employee has worked on the City Contract.
(h) The Trustee shall keep itself informed of the current requirements of the HCAO. (i) The Trustee shall provide reports to the City in accordance with any reporting standards promulgated by the City’ under the HCAO, including reports on Subcontractors and Subtenants, as applicable.
(j) The Trustee shall provide City with access to records pertaining to compliance with HCAO after receiving a written request from City to do so and being provided at least ten business days to respond.
(k) The Trustee shall allow City to inspect the Trustee’s job sites and have access to the Trustee’s employees in order to monitor and determine compliance with HCAO. (l) The City may conduct random audits of the Trustee to ascertain its compliance with HCAO. The Trustee agrees to cooperate with City when it conducts such audits. (m) If the Trustee is exempt from the HCAO when this Eighteenth Supplemental Indenture is executed because its amount is less than $25,000 ($50,000 for nonprofits), but the Trustee later enters into an agreement or agreements that cause the Trustee’s aggregate amount of all agreements with City to reach $75,000, all t he agreements shall be thereafter subject to the HCAO. This obligation arises on the effective date of the agreement that causes the cumulative amount of agreements between the Trustee and the City to be equal to or greater than $75,000 in the fiscal year.

Section 80.11. Prohibition on Political Activity with City Funds . In accordance with San Francisco Administrative Code Chapter 12.G, the Trustee may not participate in, support, or

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attempt to influence any political campaign for a candidate or for a ballot measure (col lectively, “Political Activity”) in the performance of the services provided under this Eighteenth Supplemental Indenture. The Trustee agrees to comply with San Francisco Administrative Code Chapter 12.G and any implementing rules and regulations promulgat ed by the City’s Controller.

The terms andꞏ provisions of Chapter 12.G are incorporated herein by this reference. In the event the Trustee violates the provisions of this Section, the City may, in addition to any other rights or remedies available hereund er, (i) terminate this Eighteenth Supplemental Indenture, and (ii) prohibit the Trustee from bidding on or receiving any new City contract for a period of two (2) years. The Controller will not consider the Trustee’s use of profit as a violation of this Section.

Section 80.12. Conflict of Interest . Through its execution of this Eighteenth Supplemental Indenture, the Trustee acknowledges that it is familiar with the provisions of Section

Section 80.13. Earned Income Credit (EIC) Forms . Administrative Code section 120 requires that employers provide their employees with IRS Form W5 (The Earned Income Credit Advance Payment Certificate) and the IRS EIC Schedule, as set forth below. Employers can locate these forms at the IRS Office, on the Internet, or anywhere that Federal Tax Forms can be found. (a) The Trustee shall provide EIC Forms to each Eli gible Employee at each of the following times: (i) within thirty days following the date on which this Eighteenth Supplemental Indenture becomes effective (unless the Trustee has already provided such EIC Forms at least once during the calendar year in whi ch such effective date falls); (ii) promptly after any Eligible Employee is hired by the Trustee; and (iii) annually between January 1 and January 31 of each calendar year during the term of this Eighteenth Supplemental Indenture. (b) Failure to comply with any requirement contained in subparagraph (a) of this Section shall constitute a material breach by the Trustee of the terms of this Eighteenth Supplemental Indenture. If, within thirty days after the Trustee receives written notice of such a breach; the Trustee fails to cure such breach or, if such breach cannot reasonably be cured within such period of thirty days, the Trustee fails to commence efforts to cure within such period or thereafter fails to diligently pursue such cure to completion, the City may pursue any rights or remedies available under this Eighteenth Supplemental Indenture or under applicable law. (c) Any Subcontract entered into by the Trustee shall require the subcontractor to comply, as to the subcontractor’s Eligible Employees, with each of the terms of this Section. (d) Capitalized terms used in this Section and not defined in this Eighteenth Supplemental Indenture shall have the meanings assigned to such terms in Section 120 of the San Francisco Administrative Code.

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Section 80.14. Preservative-treated Wood Containing Arsenic . The Trustee may not purchase preservative treated wood products containing arsenic in the performance of this Eighteenth Supplemental Indenture unless an exemption from the requirements of Chapter 13 of the San Francisco Environment Code is obtained from the Department of the Environment under Section 1304 of the Code. The term “preservative -treated wood containing arsenic” shall mean wood treated with a preservative that contains arsenic; elemental arsenic, or an arsenic copper combination, including, but not limited to, chromated copper arsenate preservative, ammoniacal copper zinc arsenate preservative, or ammoniacal copper arsenate preservative. The Trustee may purchase preservative-treated wood products on the list of environmentally preferable alternatives prepared and adopted by the Department of the Environment. This provision does not preclude the Trustee from purchasing preservative -treated wood containing arsenic for saltwater immersion.

The term “saltwater immersion” shall mean a pressure- treated wood that is used for construction purposes or facilities that are partially or totally immersed in saltwater.

Section 80.15. Nondisclosure of Private Information. The Trustee has read and agrees to the terms set forth in San Francisco Administrative Code Sections 12M.2, “Nondisclosure of Private Information,” and 12M.3, “Enforcement” of Administrative Code Chapter 12M, “Protection of Private Information,” which are incorporated herein as if fully set forth. The Trustee agrees that any failure of the Trustee to comply with the requirements of Section 12M.2 of this Chapter shall be a material breach of this Eighteenth Supplemental Indenture. In such an event, in addition to any other remedies available to it under equity or l aw, the City may terminate this Eighteenth Supplemental Indenture, bring a false claim action against the Trustee pursuant to Chapter 6 or Chapter 21 of the Administrative Code, or debar the Trustee.

Section 80.16. Proprietary or Confidential Information of City. The T rustee understands and agrees that, in the performance of the work or services under this Eighteenth Supplemental Indenture or in contemplation thereof, the Trustee may have access to private or confidential information which may be owned or controlled by City and that such information may contain proprietary or confidential details, the disclosure of which to third parties may be damaging to City. The Trustee agrees that all information disclosed by City to the Trustee shall be held in confidence and used only in performance of the Eighteenth Supplemental Indenture. The Trustee shall exercise the same st andard of care to protect such information as a reasonably prudent contractor would use to protect its own proprietary data.

Section 80.17. Compliance with Laws. The Trustee shall keep itself fully informed of the City’s Charter, codes, ordinances and regulations of the City and of all state, and federal laws in any manner affecting the performance of this Eighteenth Supplemental Indenture, and must at all times comply with such local codes, ordinances, and regulations and all applicable laws as they may be amended from time to time.

Section 80.18. Works for Hire. If, in connection with services performed under this Eighteenth Supplemental Indenture, the Trustee or its subcontractors create artwork, copy, posters, billboards, photographs, videotapes, audiotapes, systems designs, soft ware, reports, diagrams, surveys, blueprints, source codes or any other original works of authorship, such works of

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authorship shall be works for hire as defined under Title 17 of the United States Code, and all copyrights in such works are the property of the City. If it is ever determined that any works created by the Trustee or its subcontractors under this Eighteenth Supplemental Indenture are not works for hire under U.S. law, the Trustee hereby assigns all copyrights to such works to the City, and ag rees to provide any material and execute any documents necessary to effectuate such assignment. With the approval of the City, the Trustee may retain and use copies of such works for reference and as documentation of its experience and capabilities.

Section 80.19. Resource Conservation . Chapter 5 of the San Francisco Environment Code (“Resource Conservation”) is incorporated herein by reference. Failure by the Trustee to comply with any of the applicable requirements of Chapter 5 will be deemed a material breach of contract.

Section 80.20. Public Access to Meetings and Records . If the Trustee receives a cumulative total per year of at least $250,000 in City funds or City- administered funds and is a non- profit organization as defined in Chapter 12L of the San Francisco Administrative Code; the Trustee shall comply with and be bound by all the applicable provisions of that Chapter. By executing this Eighteenth Supplemental Indenture, the Trustee agrees to open its meetings and records to the public in the manner set forth in §§12L.4 and 12L.5 of the Administrative Code.

The Trustee further agrees to make- good faith efforts to promote community membership on its Board of Directors in the manner set forth in §12L.6 of the Administrative Code. The Trustee acknowledges that its material failure to comply with any of the provisions of this paragraph shall constitute a material breach of this Eighteenth Supplemental Indenture. The Trustee further acknowledges that such material breach of this Eighteenth Supplemental Indenture shall be grounds for the City to terminate and/or not renew the agreement, partially or in its entirety.

Section 80.21. Guaranteed Maximum Costs.
(a) The City’s obligation to the Trustee hereunder shall not at any time exceed the amount certified by the Controller for the purpose and period stated in such certification. (b) Except as may be provided by laws governing emergency procedures, officers and employees of the City are not authorized to request, and the City is not required to reimburse the Trustee for, commodities or services be yond the agreed upon contract scope unless the changed scope is authorized by amendment and approved as required by law. (c) Officers and employees of the City are not authorized to offer or promise, nor is the City required to honor, any offered or promis ed additional funding in excess of the maximum amount of funding for which the contract is certified without certification of the additional amount by the Controller.
(d) The Controller is not authorized to make payments on any contract for which funds have not been certified as available in the budget or by supplemental appropriation.

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Section 80.22. Submitting False Claims; Monetary Penalties . Pursuant to San Francisco Administrative Code §21.16, any contractor, subcontractor or consultant who submits a false claim shall be liable to the City for three times the amount of damages which the City sustains because of the false claim. A contractor, subcontractor or consultant who submits a false claim shall also be liable to the City for the costs, including attorneys’ fees , of a civil action brought to recover any of those penalties or damages, and may be liable to the City for a civil penalty of up to $10,000 for each false claim. A contractor, subcontractor or consultant will be deemed to have submitted a false claim to the City if the contractor, subcontractor or consultant: (a) knowingly presents or causes to be presented to an officer or employee of the City a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the City; (c) conspires to defraud the City by getting a false claim allowed or paid by the City; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to pay or transmit money or property to the City; or (e) is a beneficiary of an inadvertent submission of a false claim to the City; subsequently discovers the falsity of the claim, and fails to disclose the false claim to the City within a reasonable time after discovery of the false claim.

Section 80.23. Agreement Made in California; Venue. The formation, interpretation and performance of this Agreement shall be governed by the laws of the State of California. Venue for all litigation relative to the formation, interpretation and performance of this Agreement shall be in San Francisco.

Section 80.24. Ownership of Results. Any interest of the Trustee or its Subcontractors, in drawings, plans, specifications, blueprints, studies, reports, memoranda, c omputation sheets, computer files and media or other documents prepared by the Trustee or its subcontractors in connection with services to be performed under this Eighteenth Supplemental Indenture, shall become the property of and will be transmitted to C ity. However, the Trustee may retain and use copies for reference and as documentation of its experience and capabilities.

Section 80.25. Audit and Inspection of Records . The Trustee agrees to maintain and make available to the City, during regular business hours, acc urate books and accounting records relating to its work under this Eighteenth Supplemental Indenture. The Trustee will permit City to audit, examine and make excerpts and transcripts from such books and records, and to make audits of all invoices, materials, payrolls, records or personnel and other data related to all other matters covered by this Eighteenth Supplemental Indenture, whether funded in whole or in part under this Eighteenth Supplemental Indenture. The Trustee shall maintain such data and records in an accessible location and condition for a period of not less than three years after final payment under this Eighteenth Supplemental Indenture or until after final audit has been resolved, whichever is later. The State of California or any federal agency having an interest in the subject matter of this Eighteenth Supplemental Indenture shall have the same rights conferred upon City by this Section.

Section 80.26. Subcontracting. The Trustee is prohibited from subcontracting this Eighteenth Supplemental Indenture or any part of it unless such subcontracting is first approved by City in writing. Neither party shall, on the basis of this Eighteenth Supplemental Indenture,

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contract on behalf of or in the name of the other party. An agreement ma de in violation of this provision shall confer no rights on any party and shall be null and void.

Section 80.27. Assignment. The services to be performed by Trustee are personal in character and neither this Eighteenth Supplemental Indenture nor any duties or obligations hereunder may be assigned or delegated by the Trustee unless first approved by the Commission and the City by written instrument executed and approved in the same manner as this Eighteenth Supplemental Indenture.

Section 80.28. Non-Waiver of Rights . The omission by either party at any time to enforce any default or right reserved to it, or to require performance of any of the terms, covenants, or provisions hereof by the other party at the time designated, shall not be a waiver of any such default or right to which the party is entitled, nor shall it in any way affect the right of the party to enforce such provisions thereafter.

Section 80.29. City a Third Party Beneficiary. The City is hereby designated as a third party beneficiary for the purpose of enforcing all of the obliga tions of the Trustee contained in Article XXV of this Eighteenth Supplemental Indenture and to the extent that any other rights are given to the City hereunder.

Section 80.30. Food Service Waste Reduction Requirements. Effective June 1, 2007, the Trustee agrees to comply fully with and be bound by all of the provisions of the Food Service Waste Reduction Ordinance, as set forth in San Francisco Environment Code Chapter 16, including the remedies provided, and implementing guidelines and rules. The provisions of Chapter 16 are incorporated herein by reference and made a part of this Eighteenth Supplemental Indenture as though fully set forth. This provision is a material term of this Eighteenth Supplemental Indenture. By entering into this Eighteenth Supplemental Inde nture, the Trustee agrees that if it breaches this provision, City will suffer actual damages that will be impractical or extremely difficult to determine; further, the Trustee agrees that the sum of one hundred dollars ($100) liquidated damages for the first breach, two hundred dollars ($200) liquidated damages for the second breach in the same year, and five hundred dollars ($500) liquidated damages for subsequent breaches in the same year is a reasonable estimate of the damage that the City will incur based on the violation, established in light of the circumstances existing at the time this Eighteenth Supplemental Indenture was made. Such amount shall not be considered a penalty, but rather agreed monetary damages sustained by the City because of the Trustee’s failure to comply with this provision.

Section 80.31. Graffiti Removal. Graffiti is detrimental to the health, safety and welfare of the community in that it promotes a perception in the community that the laws protecting public and private property can be disregarded with impunity. This perception fosters a sense of disrespect of the law that results in an increase in crime; degrades the community and leads to urban blight; is detrimental to property values, business opportunities and the enjoyment of life; is inconsistent with the City’s property maintenance goals and aesthetic standards; and results in additional graffiti and in other properties becoming the target of graffiti unless it is quickly removed from

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public and private property. Graffiti results in visual pollution and is a public nuisance. Graffiti must be abated as quickly as possible to avoid detrimental impacts on the City and County and its residents, and to prevent the further spread of graffiti. The Trustee shall remove all graffiti from any real property owned or leased by the Trustee in the City and County of San Francisco within forty eight (48) hours of the earlier of the Trustee’s (a) discovery or notification of the graffiti or (b) receipt of notification of the graffiti from the Department of Public Works. This Section is not intended to require the Trustee to breach any lease or other agreement that it may have concerning its use of the real property. The term “graffiti” means any inscription, word, figure, marking or design that is affix ed, marked, etched, scratched, drawn or painted on any building, structure, fixture or other improvement, whether permanent or temporary, including by way of example only and without limitation, signs, banners, billboards and fencing surrounding constructi on sites, whether public or private, without the consent of the owner of the property or the owner’s authorized agent, and which is visible from the public right -of-way. “Graffiti” shall not include:
(1) any sign or banner that is authorized by, and in com pliance with, the applicable requirements of the San Francisco Public Works Code, the San Francisco Planning Code or the San Francisco Building Code; or (2) any mural or other painting or marking on the property that is protected as a work of fine art under the California Art Preservation Act (California Civil Code sections 987 et seq.) or as a work of visual art under the Federal Visual Artists Rights Act of 1990 (17 U.S.C. §§ 101 et seq.). Any failure of the Trustee to comply with this Section of this Eighteenth Supplemental Indenture shall constitute a material breach of this Eighteenth Supplemental Indenture.

Section 80.32. Counterparts; Electronic Delivery . This Eighteenth Supplemental Indenture may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitut e one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document. This Eighteenth Supplemental Indenture may be delivered by the delivery of signed signature pages by electronic means, facsimile transmission, or by e-mail with a PDF copy attached, and any printed or copied versions of any signature page so delivered shall have the same force and effect as an originally signed version of such signature page. Signatures of this Eighteenth Supplemental Indenture made by electronic means shall be accompanied by an email, contemporaneous or otherwise, confirming the use of such means.
[End of Eighteenth Supplemental Indenture]

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29837553 S-1
[Signature Page to Eighteenth Supplemental Indenture]

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

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO

By:

General Manager of the Public Utilities
Commission of the City and County of
San Francisco

U.S. BANK TRUST COMPANY, NATIONAL

ASSOCIATION

By:

Authorized Officer
[SEAL]

Attest:

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

Approved as to form:

David Chiu, City Attorney

By:

Mark D. Blake, Deputy City Attorney

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EXHIBIT A
FORM OF 2024BCD BOND
$__________ No. R-1

CITY AND COUNTY OF SAN FRANCISCO

PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN

FRANCISCO WASTEWATER REVENUE BOND
[2024 SERIES B (NON-SSIP)
(FEDERALLY TAXABLE)] [2024
SERIES C (SSIP) (GREEN BONDS)]
[2024 SERIES D (NON-SSIP)]
Dated Date Interest Rate Maturity Date CUSIP No.
______, 2024 ____% October 1, 20__

Registered Owner: Cede & Co.

Principal Amount: ____________ DOLLARS
The PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN The PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO, a commission duly organized and existing under and pursuant to the Charter of the City and County of San Francisco and the laws of the State of California (herein called the “Commission”), for value received, hereby promises to pay (but only out of the net revenues hereinafter referred to) to the registered owner set forth above, or registered assigns, on the maturity date set forth above (subject to any right of prior redemption herei nafter provided for), the principal sum set forth above by check of the Trustee (as defined below) in lawful money of the United States of America, and to pay (but only out of the net revenues hereinafter referred to) interest thereon in like lawful money from the interest payment date next preceding the date of authentication of this Bond (unless this Bond is authenticated as of a day during the period from the 16th day of the calendar month next preceding any interest payment date to and including such interest payment date, in which event it shall bear interest from such interest payment date, or unless this Bond is authenticated on or before September 15, 2024, in which event it shall bear interest from the Dated Date; provided, however, that if, at the time of authentication of any Bond, interest is in default on Outstanding Bonds, such Bond shall bear interest from the interest payment date to which interest has previously been paid or made available for payment on the Outstanding Bonds and shall be payable to the Owners thereof of record as of a special date as shall be established by the Trustee following such default) until payment of such principal sum, at the interest rate per annum stated above, payable on April 1 and October 1 in each year, commencing [October 1, 2024].

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

This Bond is one of a duly authorized issue of revenue bonds of the Commission designated as the “Wastewater Revenue Bonds” (herein called the “Bonds”), of the series and designation indicated on the face hereof (herein called the “202 4 Series [B][C][D] Bonds”) and is a Current Interest Bond (as such term is defined in the Indenture hereinafter referred to). The Bonds are not limited in aggregate principal amount and consist or may consist of one or more series of varying denominations, dates, maturities, interest rates and other provisions, as in said Indenture provided, all issued and to be issued under and pursuant to the provisions of the Charter of the City and County of San Francisco and all laws of the State of California supplemental thereto, including the Revenue Bond Law of 1941 to the extent made applicable by said Charter (herein collectively called the “Law”), and pursuant to an Indenture, dated as of January 1, 2003, between the Commission and the Trustee, as amended and supplemented, and as heretofore supplemented by that certain Eighteenth Supplemental Indenture dated as of July 1, 2024, between the Commission and the Trustee (collectively, with any supplements or amendments thereto, the “Indenture”).

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

The Bonds are being issued to finance and refinance the acquisition and construction of improvements to the Enterprise, as more particularly described in the Indenture. The Bonds are special obligations of the Commission and are payable, as to the principal thereof, interest thereon and any premiums upon the redemption of any thereof, from the net revenues of the Enterprise (which, as more parti cularly defined in the Indenture, are therein and herein called the “Net Revenues”). All of the Bonds are equally secured by a pledge of, and charge and lien upon, all of the Net Revenues. Additional series of Bonds payable from the Net Revenues may be issued on a parity with the Bonds of this Series, but only subject to the conditions and limitations contained in the Indenture.

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The principal of and interest on this 2024 Series [B][C][D] Bond are payable solely from the Net Revenues, and the Commission is not obligated to pay them except from the Net Revenues.

The Commission has no taxing power. The general fund of the City and County of San Francisco is not liable, and the credit or taxing power of the City and County of San Francisco is not pledged, for the payment of the Bonds or their interest. The Bonds are not secured by a legal or equitable pledge of, or charge, lien or encumbrance upon, any of the property of the Commission or any of its income or receipts, except the Net Revenues. The owner hereof ha s no right to compel the exercise of any taxing power of the City and County of San Francisco.

The rights and obligations of the Commission and the owners of the Bonds may be modified or amended at any time in the manner, to the extent and upon the terms provided in the Indenture.
[The 2024 Series [B] [C][D] Bonds shall be subject to redemption prior to their stated maturity, at the option of the Commission, from and to the extent of any source of available funds, as a whole or in part on any date on or after October 1, 20__, and if in part [by lot][pro-rata] within such maturity, at a redemption price equal to 100% of the principal amount of the 2024 Series [B][C][D] Bonds to be redeemed, plus accrued interest thereon to the date fixed for redemption, without premium. The Commission shall give the Trustee written notice at least 45 days before any date fixed for the redemption of 2024 Series [B][C][D] Bonds to be redeemed, of the fact and date of redemption and of the principal amount of 2024 Series [B][C][D] Bonds and the maturities or portions thereof to be redeemed. The provisions of the Indenture relating to redemption of Bonds set forth in Sections 4.02, 4.03, 4.04, 4.05 and 4.06 shall apply to the redemption of the 2024 Series [B][C][D] Bonds.]
[MWC for 2024 Series B, only][Before October 1, 20__, the 2024 Series B Bonds shall be subject to redemption prior to their respective stated maturity dates either in whole or in part, at the option of the Commission, at any time, at a redemption price equal to the greater of (i) 100% of the principal amount thereof or (ii) the Discounted Value thereof, plus in either case, accrued interest thereon to the date of redemption. The 2024 Series B Bonds may be redeemed in any order of maturity and in any principal amount within a maturity as selected by the Commission in its sole discretion.

The 2024 Series B Bonds may be redeemed in any order of maturity and in any principal amount within a maturity as selected by the Commission in its sole discretion. All calculations and determinations referred to under this caption “Make -Whole Optional Redemption of 2024 Series B Bonds,” except as provided in the preceding sentence, are expected (but not required) to be made by a municipal advisor or other agent selected by the Commiss ion for such purposes (the “Calculation Agent”).
“Discounted Value” means, with respect to each outstanding maturity of the 2024 Series B Bonds to be redeemed, the sum as determined by the Commission or the Calculation Agent of the amounts obtained by discounting all remaining scheduled payments of principal and interest (exclusive of interest accrued to the date of redemption) on such matur ity from their respective scheduled payment dates to the applicable redemption date, at a yield (computed on a semi-annual

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basis, assuming a 360- day year consisting of twelve 30 -day months) equal to the applicable Discount Yield.
“Discount Yield” means, th e Blended Treasury Yield, as determined by the Commission or the Calculation Agent:
(i) plus ____ (__) basis points with respect to the 2024 Series B Bonds maturing in 20__, and
(ii) plus _____ (__) basis points with respect to the 2024 Series B Bonds maturing in 20__.

The Discount Yield will be calculated assuming semi- annual compounding based upon a 360-day year consisting of twelve 30-day months.
“Blended Treasury Yield” means, with respect to a maturity of the 2024 Series B Bonds, the yield computed by the Commission or the Calculation Agent as the linear interpolation of two Market Treasury Yields such that the theoretical maturity that corresponds to the interpolated Market Treasury Yield equals the date that corresponds to the remaining average l ife date of the maturity to be redeemed from the redemption date. The first Market Treasury Yield shall be the yield on an actively traded U.S. Treasury security, or a U.S. Treasury constant maturity with the maturity closest to but no later than the date corresponding to the remaining average life of the 2024 Series B Bonds maturity to be redeemed. The second Market Treasury Yield shall be the yield on an actively traded U.S. Treasury security or a U.S. Treasury constant maturity with the maturity closest to but no earlier than the date corresponding to the remaining average life of the 2024 Series B Bonds maturity to be redeemed.
“Market Treasury Yield” means that yield, as determined by the Commission or the Calculation Agent, assuming semi-annual compounding based upon a 360-day year consisting of twelve 30-day months, which is equal to:
(i) the yield determined using the average of the bid and ask prices for the applicable maturity of an actively traded U.S. Treasury security, reported, as of 11:00 a.m ., New York City time, on the Valuation Date on the Bloomberg’s Fix Income Trading (“FIT”) screen (or, if not available, any other nationally recognized trading screen reporting on-line intraday trading in U.S.

Treasury securities); or
(ii) if the yield described in (i) above is not reported as of such time or the yield reported as of such time is not ascertainable, the most recent yield data for the applicable U.S. Treasury maturity index from the federal Reserve Statistical Release H.15 Daily Update (or any comparable or successor publication) reported, as of 11:00 a.m., New York City time, on the Valuation Date; or
(iii) if the yields described in (i) and (ii) above are not reported as of such time or the yields reported as of such time are not ascert ainable, the yield for the applicable maturity of any actively traded U.S. Treasury security shall be based upon the average of yield quotations for such security (after excluding the highest and lowest quotations) as of 3:30 p.m., New York City time,

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on t he Valuation Date received from no less than five primary dealers in U.S. Government securities selected by the Commission.
“Valuation Date” means no less than the third Business Day nor more than the twentieth Business Day preceding the redemption date.

The 2024 Series [B][C][D] Bonds are issuable as fully registered Bonds without coupons in the denomination of $5,000 or any integral multiple thereof provided that no 2024 Series [B][C][D] Bond shall have principal maturing on more than one principal payment date. Subject to the limitations and conditions and upon payment of the charges, if any, as provided in the Indenture, 2024 Series [B][C][D] Bonds may be exchanged for a like aggregate principal amount of 2024 Series [B] [C][D] Bonds of the same series, tenor and maturity of other authorized denominations.

This 2024 Series [B][C][D] Bond is transferable by the registered owner hereof, in person or by his attorney duly authorized in writing, at said office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, and upon surrender and cancellation of this 2024 Series [B][C][D] Bond. Upon such transfer a new fully registered 2024 Series [B][C][D] Bond or 2024 Series [B] [C][D] Bonds, of authorized denomination or denominations and of the same series and tenor, for the same aggregate principal amount will be issued to the transferee in exchange herefor.

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

It is hereby certified that all of the conditions, things and acts required to exist, to have happened or to have been performed precedent to and in the issuance of this 2024 Series [B][C][D] Bond do exist, have happened or have been performed in due and regular time, form and manner as required by the Law and the laws of the State of California, and that the amount of this 2024 Series [B][C][D] Bond, together with all other obligations of the Commission, does not exceed any limit prescribed by the Law or any laws of the State of California, and is not in excess of the amount of Bonds permitted to be issued under the Indenture.

This 2024 Series [B][C][D] Bond shall not be entitled to any benefit under the Indenture, or become valid or obligatory for any purpose, until the certificate of authentication and registration hereon endorsed have been signed by the Trustee.

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

DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR

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OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

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PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO

General Manager of the Commission

Controller of the City and County of San Francisco
Countersigned:

Secretary of the Commission

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[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION AND
REGISTRATION TO APPEAR ON THE 2024 SERIES [B][C][D] BONDS] This Bond is the Bond described in the within- mentioned Indenture, which has been authenticated and registered on the date set forth below.

Dated: ____________________
U.S. BANK TRUST COMPANY, NATIONAL

ASSOCIATION,
as Trustee
By:

Dated: ____________________
By:

Authorized Officer
SIGNATURE GUARANTEED BY:

NOTICE: Signature must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company.

Hawkins Delafield & Wood LLP
Draft No. 1: 5/31/2024

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[TAXABLE BPA]
$[_________]

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO

WASTEWATER REVENUE BONDS

$[_________]
2024 Series _
(SSIP)
(Green Bonds)
$[_________]
2024 Series _
(Non-SSIP)

$[_________]
2024 Series _
(_________)

BOND PURCHASE CONTRACT

[_________], 2024
Public Utilities Commission of the
City and County of San Francisco
525 Golden Gate Avenue, 13th Floor
San Francisco, CA 94102
Ladies and Gentlemen:

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

The Representative represents that it has been duly authorized by the other Underwriters to act hereunder on its behalf and has full authority to take such action as it may deem advisable in respect to all matters pertaining to this Purchase Contract and that the Representative has been duly authorized to execute this Purchase Contract. Any action taken under this Purchase Contract by the Representative will be binding upon all of the Underwriters. -2-
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Capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture, dated as of January 1, 2003 (the “Master Indenture,” and as amended and supplemented, being herein referred to as the “Indenture” ), between the Commission and U.S.

Bank Trust Company, National Association, as successor trustee (the “Trustee”), as supplemented by [(1) the ___________ Supplemental Indenture, dated as of July 1, 2024 (the “___________ Supplemental Indenture”), between the Commission and the Trustee, in connection with the issuance of the Series 2024_ Bonds and the Series 2024_ Bonds (each as defined below), and (2) the ___________Supplemental Indenture, dated as of July 1, 2024 (the “___________Supplemental Indenture”), between the Commission and the Trustee, in connection with the issuance of the Series 2024_ Bonds (as defined below).] Section 1. Purchase and Sale. [Upon the terms and conditions and upon the basis of the representations set forth herein, the Underwriters agree to purchase from the Commission, and the Commission hereby agrees to sell and deliver to, or for the account of, the Underwriters, all (but not less than all) of the $[_________] aggregate principal amount of Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds, 2024 Series _ (SSIP) (Green Bonds) (the “ Series 2024_ Bonds”), $[_________] aggregate principal amount of Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds, 2024 Series _ (Non-SSIP) (the “Series 2024_ Bonds”) and $[_________] aggregate principal amount of Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds, 2024 Series _ (__________) (the “Series 2024_ Bonds,” and together with the Series 2024_ Bonds and the Series 2024 _ Bonds, the “Bonds ”). [Series designations to be confirmed] [Concurrently with the closing of the Bonds, the Commission will issue its Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds, 2024 Series) (Green Bonds) (the “Series 2024_ Bonds”). Closing of the Bonds is not contingent upon the sale or issuance of the Series 2024_ Bonds.]
The purchase price for the Bonds shall be $[_________] (comprised of the purchase price of the Series 2024_ Bonds in the amount of $[_________] , representing the principal amount of the Series 2024_ Bonds, plus a [net] premium of $[_________] and less an Underwriters’ discount in the amount of $[_________], the purchase price of the Series 2024_ Bonds in the amount of $[_________], representing the principal amount of the Series 2024_ Bonds, plus a [net] premium of $[_________] and less an Underwriters’ discount of $[_________] , and the purchase price of the Series 2024_ Bonds in the amount of $[_________], representing the principal amount of the Series 2024_ Bonds, plus a [net] premium of $[_________] and less an Underwriters’ discount of $[_________]).

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

Section 2. Authorization for the Bonds; Purpose of Issue . T he Commission has the authority to issue the Bonds pursuant to authority granted by the Charter (the “Charter ”) of the -3-
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City and County of San Francisco (the “City”), and pursuant to Ordinance No. 173-20 of the Board of Supervisors of the City (the “ Board of Supervisors”) passed by two-thirds vote on September 29, 2020 (the “ 2020 Ordinance”), Ordinance No. 128-21 of the Board of Supervisors passed by two-thirds vote on July 27, 2021 (the “2021 Ordinance ”), Ordinance No. 110-22 of the Board of Supervisors passed by two-thirds vote on June 14, 2022 (the “ 2022 Ordinance”), Ordinance No. 181-23 of the Board of Supervisors passe d by two- thirds vote on July 25, 2023 (the “ 2023 Ordinance,” and, together with the 2020 Ordinance, the 2021 Ordinance, and the 2022 Ordinance, the “Ordinance ”), and a resolution adopted by the Commission on [June 25], 2024 (the “Commission Resolution”). [Ordinances to be confirmed]
The Series 2024_ Bonds are being issued to _________________ [Use of proceeds to be confirmed]

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

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

Section 4. Delivery of Official Statement. Prior to the date hereof, the Commission has provided to the Underwriters for review a form of the preliminary official statement relating to the Bonds dated [_________], 2024 (including the cover page and appendices thereto (the “Preliminary Official Statement”), which, as of its date, a representative of the Commission on behalf of the Commission deemed final for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (“Rule 15c2-12”), except for certain information permitted to be omitted therefrom by Rule 15c2-12. By its acceptance of this offer, the Commission hereby ratifies and consents to the use and distribution by the Underwriters of the Preliminary Official Statement in connection with the public offering and sale of the Bonds, and the Commissio n has authorized the delivery of a final official statement relating to the Bonds dated the date hereof (both in print or electronic form) which will consist of the Preliminary Official Statement and all information previously permitted to have been omitted by Rule 15c2-12.

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

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

Section 5. The Closing. At 8:00 a.m., California time, on [_________], 2024 or at such other time or on such other date as the Commission and the Representative may agree (the “Closing Date”), the Commission shall deliver, or cause to be delivered to or for the account of the Underwriters, through the Fast Automated Securities Transfer (“ FAST”) delivery system of The Depository Trust Company ( “DTC”), the Bonds in book- entry eligible form, duly executed and authenticated, and registered in the name of Cede & Co., as nominee of DTC. Concurrently with the delivery of the Bonds to the Representative, the Commission will deliver the documents hereinafter mentioned at the offices of Norton Rose Fulbright US LLP ( “Bond Counsel ”), in San Francisco, California, or another place to be mutually agreed upon by the Commission and the Representative. The U nderwriters shall accept such delivery and pay the purchase price for the Bonds set forth in Section 1 by federal funds wire transfer in immediately available funds to the order of the Trustee for the account of the Commission. This payment for, and delivery of, the Bonds, together with the delivery of the aforementioned documents, is herein called the “Closing.” The Representative shall order CUSIP identification numbers and the Commission shall cause such CUSIP identification numbers to be printed on the Bonds; provided, that neither the failure to print such number on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the Underwriters to accept the Bonds.

Section 6. Representations, Warranties, and Agreements of the Commission . The Commission represents, warrants and agrees with the Underwriters as follows:
(a) Due Organization, Existence and Authority . The Commission is a duly constituted department of the City and County of San Francisco duly organized and validly existing pursuant to its Charter and the Constitution and laws of the State, with full authority to: (i) adopt the Commission Resolution; (ii) execute and deliver the Master Indenture, the ___________ Supplemental Indenture, the ___________Supplemental Indenture, the Escrow Agreement, dated as of July 1, 2024 (the “Escrow Agreement”), by and between the Commission and U.S. Bank Trust Company, National Association, as escrow agent (the “Escrow Agent”) , relating to the Refunded Bonds , the Continuing Disclosure Certificate and this Purchase Contract; (iii) approve the Official Statement and authorize its distribution by the Underwriter s; and (iv) sell and deliver the Bonds to the -5-
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Underwriters as provided herein. All approvals and consents which are required for the due authorization of, which would constitute a c ondition precedent to, or absence of which would materially adversely affect the due performance by the Commission of, its respective obligations under the Bonds, this Purchase Contract, the Escrow Agreement and the Indenture have been duly obtained or whe n required for future performance are expected to be obtained, except for approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Bonds. (b) Accuracy and Complete ness of the Preliminary Official Statement and Official Statement. The information in the Preliminary Official Statement, as of its date was and as of the date hereof is , and such information in the Official Statement, as of its date and at all times subsequent there to up to and including the date of the Closing, will be, true and correct in all material respects, contains and will contain no misstatement of any material fact, and did not and will not omit any statement and information that is necessary to make the statements and information contained therein, in the light of the circumstances under which such statements were made, not misleading in any material respect, excluding in each case any information contained in the Preliminary Official Statement and the Official Statement relating to (i) the offering prices, interest rates, selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, or other terms of the Bonds depending on such matters, (ii) DTC and the book- entry only system, (iii) any CUSIP numbers and (iv) information provided by the Underwriters , or bond insurers, if any, for inclusion in the Preliminary Official Statement or Official Statement, including without limitation information regarding the prices and yields of the Bonds and under the caption “UNDERWRITING.”
(c) Amendment of Official Statement. If, at any time prior to the End of the Underwriting Period (as defined below), an event occurs or facts or conditions become known of which the Commission has knowledge, which in the reasonable opinion of Orrick, Herrington & Sutcliffe LLP (“Disclosure Counsel”) or the City Attorney might or would cause the information in the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Commission will notify the Representative, and if in the reasonable opinion of the Representative or the Commission, such event, fact or condition requires the preparation and publica tion of a supplement or amendment to the Official Statement, the Commission will amend or supplement the Official Statement in a form and in a manner reasonably approved by the Representative and the Commission, provided all expenses incurred in connection with preparing an amendment or supplement to the Official Statement will be paid by the Commission. As used herein and for the purposes of the foregoing, the term “End of the Underwriting Period” for the Bonds shall refer to the Closing, unless the Commission shall have been notified in writing to the contrary by the Representative on or prior to the Closing, but in any event not later than the date twenty- five (25) days following the Closing. For the purposes of this subsection, the Commission will furnish such information as the Underwriters may from time to time reasonably request in writing prior to the End of the Underwriting Period. -6-
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(d) No Breach or Default. The Commission is not in breach of or default under any applicable constitutional provision, law or administrative regulation of the State of California or the United States, or any agency or department of either, or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Commission is a party or to which the Commission or any of its properties or other assets is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument, in any such case to the extent that the same would have a material and adverse effect upon the business or properties or financial condition of the Commissi on or the issuance of the Bonds. As of the time of acceptance hereof and as of the Closing Date and except as otherwise disclosed in the Official Statement, neither the execution nor the delivery by the Commission of the Indenture, the Escrow Agreement, the Continuing Disclosure Certificate or this Purchase Contract, the adoption of the Commission Resolution, or the compliance by the Commission with such documents or authorizations, conflicts with or constitutes a material breach of, or default under, any applicable law or administrative regulation of the State or the United States, or any other statute or administrative rule or regulation, judgment, decree, order, license, permit, agreement or instrument to which the Commission is subject, which breach, default or conflict would have a material adverse effect on the ability of the Commission to pay the Bonds or perform its obligations under the Indenture, the Escrow Agreement, the Continuing Disclosure Certificate or this Purchase Contract. (e) No Other Bond Issues or Debt . Other than the Series 2024_ Bonds [and commercial paper notes], between the time of acceptance hereof and the Closing Date, the Commission will not, without prior written notice to the Representative, issue any bonds or securities or incur any other indebtedness secured by the Revenues. (f) No Litigation. As of the date hereof and as of the Closing Date, and except as disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body, pending or, to the knowledge of the Commission, threatened against the Commission: (i) affecting the existence of the Commission or the titles of its officers to their respective offices; (ii) seeking to restrain or to enjoin the sale or delivery of the Bonds or the application of the proceeds therefrom in accordance with the Indenture; (iii) in any way contesting or affecting the validity or enforceability of the Bonds, the Indenture , the Escrow Agreement, the Continuing Disclosure Certificate , this Purchase Contract or any action of the Commission authorizing the issuance, execution or delivery thereof; (iv) in any way contesting the completeness or accuracy of the Official Statement or any amendment or supplement thereto; or (v) contesting the powers of the Commission with respect to the Bonds or any action of the Commission authorizing the issuance, execution or delivery thereof, nor to the knowledge of the Commission, as evidenced by the representative of the Commission signing this Purchase Contract, is there any basis therefor. As of the date hereof and as of t he Closing Date, and except as disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body, pending or, to the knowledge of the Commission, threatened against the Commission in which a final -7-
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adverse decision would materially and adversely affect the operations of the Enterprise (as defined in the Indenture) , Net Revenues or the consummation of the transactions contemplated by this Pu rchase Contract or contesting in any way the completeness, accuracy or fairness of the Official Statement. The Commission shall advise the Representative promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of the Preliminary Official Statement or the Official Statement in connection with the offering, sale or distribution of the Bonds.
(g) Further Cooperation; Blue Sky . The Commission will furnish such information, execute such i nstruments and take such other action in cooperation with the Underwriters as the Underwriters may reasonably request in order to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriters may designate; provided, however, that the Commission will not be required to execute a special or general consent to service of process or qualify as a foreign corporation in connection with any such qualification in any jurisdiction.
(h) Continuing Disclosure. Based on a review of its previous undertakings and except as described in the Preliminary Official Statement and the Official Statement, during the past five years, the Commission has complied in all material respects with its prior continuing disclosure undertakings under Rule 15c2-12.
(i) Valid and Binding Obligations . This Purchase Contract , the Escrow Agreement, the ___________ Supplemental Indenture, the ___________Supplemental Indenture, and the Continuing Disclosure Certificate, when executed and delivered by the other parties thereto, will have been duly authorized, executed and delivered and will constitute legal, valid and binding obligations of the Commission (except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization and similar law affecting creditors rights generally and general principals of equity). The Bonds, when issued, delivered and paid for as provided herein and in the Indenture, will have been duly authorized, executed and issued and will constitute legal, valid and binding limited obligations of the Commission entitled to the benefits of the Indenture. (j) Financial Statements. The financial statements of the Commission for the years ended June 30, 2023 and June 30, 2022 fairly represent the receipts, expenditures, assets, liabilities and cash balances of such amounts and, insofar as presented, other funds of the Commission as of the dates and for the periods therein set forth. Except as disclosed in the Official Statement or otherwise disclosed in writing to the Representative, there has not been any materially adverse change in the financial condition of the Commission or in its operations since the date of such financial statements and there has been no occurrence, circumstance or combination thereof which is reasonably expected to result in any such materially adverse change. The financial statements of the Commission are public documents and the Commis sion has not requested nor did the Commission obtain permission from Macias Gini & O’Connell LLP, independent certified public accountants, -8-
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to include the financial statements of the Commission for the years ended June 30, 2023 and June 30, 2022 in the Preliminary Official Statement or the Official Statement.

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

Section 8. [Reserved]

Section 9. Closing Conditions. The Underwriters have authorized the Representative to enter into this Purchase Contract in reliance upon the representations, warranties and agreements herein and the performance by the Commission of its obligations hereunder, both as of the date hereof and as of the Clo sing Date. The obligations of the Underwriters under this Purchase Contract are and shall be subject to the following conditions:
(a) Bring-Down Representation. The representations and warranties of the Commission contained herein shall be true, accurate and correct in all material respects at the date hereof, and on the Closing Date, as if made on the Closing Date. (b) Executed Documents and Performance Thereunder . At the time of the Closing: (i) the Indenture, this Purchase Contract, the Escrow Agreement, the Continuing Disclosure Certificate and the Official Statement shall be in full force and effect, and shall not have been amended, modified or supplemented except with the consent of the Representative (which consent will not be unreasonably withheld); and (ii) the Commission shall perform or have performed all of its obligations required under or specified in this Purchase Contract, the Escrow Agreement, the Official Statement and the Indenture to be performed prior to the Closing.
(c) No Default. At the time of the Closing, no default shall have occurred or be existing under the Indenture or this Purchase Contract. -9-
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(d) Termination Events . The Representative may terminate this Purchase Contract by notification in writing to the Commission from the Representative, if, at any time on or prior to the Closing, any of the following occurs and, as a result of the occurrence of such an event, the marketability of the Bonds or the market pr ice thereof, or the ability of the Underwriters to enforce contracts for the sale, at the contemplated offering prices, of the Bonds, in the reasonable opinion of the Representative, after consultation with the Commission, would be materially adversely affected:
(i) any event shall occur which makes untrue any statement or results in an omission to state a material fact necessary to make the statements in the Official Statement, in the light of the circumstances under which they were made, not misleading a nd the Commission fails to amend or supplement the Official Statement pursuant to Section 6 (c) hereof or the effect of the amendment or supplement, in the reasonable judgment of the Representative, would materially adversely affect the market for the Bonds , at the contemplated offering prices (or yields) by the Underwriters of the Bonds; or
(ii) an amendment to the Constitution of the State or legislation in or by the legislature of the State, or any decision of any federal or State court or any ruling or regulation (final, temporary or proposed) or official statement on behalf of the State authority or the occurrence of any other comparable legislative or regulatory event affecting the State tax status of the interest on the Bonds or bonds or obligations of the general character of the Bonds ; provided, that the occurrence of any such event shall not constitute a termination event hereunder if the prospect of such constitutional, legislative, regulatory or judicial action or enactment shall have been publicly known on the date hereof; or
(iii) any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body, department or agency of the State, or a decision by any court of competent jurisdiction within the State shall be rendered ; or
(iv) a stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, including all underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would be in violation of any provision of the federal securities laws, including the Securities Act of 1933, as amended and as then in effect, or that the Indenture need be qualified under the Trust Indenture Act of 1939, as amended and as then in effect; or
(v) legislation shall be enacted by the Congress of the United States, or a decision by a court of the United States shall be rendered, to the effect that obligations of the general character of the Bonds, or the Bonds, are not exempt from registration under the Securities Act of 1933, as amended and as then in effect, or -10-
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the Securities Exchange Act of 1934, as amended and as then in effect, or that the Indenture is not exempt from qualification under the Trust Indenture Act of 1939, as amended and as then in effect; or
(vi) there shall have occurred a general suspension of trading or additional material restrictions not in force as of the date hereof shall have been imposed upon trading in the United States in securities generally by any governmental authority or by any national securities exchange; or (vii) a general banking moratorium shall have been declared by federal, State or State of New York authorities or a disruption in securities settlement, payment or clearance services has occurred; or
(viii) the ratings on the Bonds or any other debt obligations secured by Net Revenues of the Enterprise shall have been downgraded or withdrawn or the subject of an official notice as to a possible downgrading (such as being placed on “credit watch” or “negative outlook”) subsequent to the date of this Purchase Contract by one of the rating agencies rating the Bonds; or (ix) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national or international emergency or war or other calamity or crisis (or any escalation thereof).

Bank Trust Company, National Association, as Trustee and Escrow Agent (referred to collectively in the capacity of Trustee and Escrow Agent, as “U.S. Bank”) , dated the Closing Date, to the effect that:
(i) U.S. Bank is a national banking association organized and existing under the laws of the United States of America and has full power and is qualified to accept and comply with the terms of the Indenture and the Escrow Agreement (together, the “ U.S. Bank Documents ”) and to perform its obligations thereunder and to authenticate the Bonds. (ii) U.S. Bank has accepted the duties and obligations imposed on it by the U.S. Bank Documents.
(iii) No consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over U.S. Bank that has not been obtained is or will be required for the consummation by U.S. Bank of the transactions contemplated by the U.S. Bank Documents to be undertaken by the U.S. Bank.
(iv) Compliance with the terms of the U.S. Bank Documents will not conflict with, result in a violation or breach of, or constitute a default under, any loan agreement, indenture, bond, note, resolution or any other agreement or instrument to which U.S. Bank is a party or by which it is bound, or, to the best knowledge of U.S. Bank, after reasonable investigation, any law, rule, regulation, order or decree of any court or governmental agency or body having jurisdiction over U.S. Bank or any of its activities or properties (except that no representation, warranty or agreement is made by U.S. Bank with respect to any federal or state securities or Blue Sky laws or regulations).
(v) To the knowledge of the U.S. Bank after due inquiry, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, -13-
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before or by any court or governmental agency, public board or body served on or threatened against or affecting the existence of U.S. Bank, or in any way contesting or affecting the validity or enforceability of the U.S. Bank Documents or the Bonds, or contesting the powers of U.S. Bank or its authority to enter into and perform its obligations under the U.S. Bank Documents or the Bonds, wherein an unfavorable decision, ruling or finding would adversely affect the validity of the Bonds or the U.S. Bank Documents.
(8) Opinion of Counsel to the Trustee and Escrow Agent . An opinion of counsel to U.S. Bank addressed to the Commission and the Underwriters, dated the Closing Date, to the effect that:
(i) U.S. Bank is a national banking association with trust powers, duly organized and validly existing and in good standing under the laws of the United States of America, having the legal authority to exercise trust powers in the State.
(ii) U.S. Bank has all requisite corporate power, authority and legal right to execute and deliver the U.S. Bank Documents and has taken all necessary action to authorize the execution and acceptance of the U.S. Bank Documents.
(iii) The Bonds have been duly authenticated by U.S. Bank. (iv) to such counsel’s knowledge, no authorization, approval, consent, or order of any governmental agency or regulatory authori ty having jurisdiction over U.S. Bank that has not been obtained by U.S. Bank is required for the authorization, execution, delivery and performance by the Trustee of the U.S. Bank Documents
.
(v) The execution and delivery by U.S. Bank of the U.S. Bank Documents and the performance of the obligations of U.S. Bank under the U.S.

Bank Documents by U.S. Bank, will not contravene the Articles of Association or the Bylaws of U.S. Bank or any law or regulation governing the banking and trust powers of U.S. Bank known to us or any judgment, order or decree known to such counsel and applicable to U.S. Bank of any court, governmental authority or arbitrator of the State of California.
(9) California Debt and Investment Advisory Commission Filings .

Copies of the Report of Proposed Debt Issuance and Report of Final Sale required to be delivered to the California Debt and Investment Advisory Commission pursuant to Section 53583 of the Government Code and Section 8855(g) of the Government Code.
(10) Rating Letters for the Bonds. Rating letters of Moody’s Investor s Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Services, a Standard & -14-
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Poor’s Financial Services LLC business ( “S&P”), evidencing that such rating agencies have assigned their munic ipal bond ratings of “[___]” and “[___],” respectively.
(11) Opinion of the City Attorney. An opinion of the City Attorney addressed to the Underwriters, dated the Closing Date, in substantially the form attached hereto as Appendix B.
(12) Blue Sky Memorandum. A copy of the Blue Sky Memorandum with respect to the Bonds, prepared by Hawkins, Delafield & Wood LLP, counsel to the Underwriters (“Underwriters’ Counsel”).
(13) Opinion of the Underwriters’ Counsel. The opinion of Underwriters’ Counsel, dated the Closing Date and addressed to the Underwriters, in form satisfactory to the Underwriters.
(14) Green Bonds Certification . An executed certificate of Climate Bonds Initiative (“ CBI”) confirming that the Series 2024_ Bonds have been certified under the Climate Bonds Standard Water Sector Criteria (the “Green Bond Certification”).
(15) Verification Report . A verification report of [VERIFICATION AGENT], certified public accountants, as described in the Official Statement. (16) Additional Documents. Such legal opinions, additional certificates, instruments and other documents as the Representative, Bond Counsel or the City Attorney may reasonably deem necessary to evidence the truth and accuracy as of the time of the Closing of the representations of the Commission and the due performance or satisfaction by the Commission at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the Commission.

If the Commission shall be unable to satisfy the conditions contained in this Purchase Contract, unless waived by the Representative , or if the obligations of the Underwriters shall be terminated for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and the Underwriters and the Commission shall not be under further obligation hereunder, except as further set forth in Section 11 hereof.

Section 10. Good Faith Deposit. To secure the Commission from any loss resulting from the failure of the Underwriters to accept delivery of and pay the purchase price for the Bonds pursuant to the terms of this Purchase Contract, the Underwriters agree to deliver to or to the order of the Commission, concurrently with the execution and delivery of this Purchase Contract, either an official bank check (which may be deposited by the Commission upon receipt) or a fe deral funds wire transfer in the amount of $[_________] (the “Good Faith Deposit”). At the Closing, the Good Faith Deposit will be applied towards and deducted from the aggregate net purchase price for the Bonds as provided in Section 1 of this Purchase Contract. If the Underwriters fail to pay the purchase price in full upon tender of the Bonds (other than for a reason permitted under -15-
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Section 9 hereof), the Commission may retain such Good Faith Deposit as and for liquidated damages for such failure by the Underwriter s. In such circumstance, the Underwriters will have no right to recover the Good Faith Deposit or to any allowance or credit therefor. Retaining the Good Faith Deposit shall constitute the Commission’s sole and exclusive remedy and full liquidated damages for the Underwriters’ failure (other than for a reason expressly set forth herein) to purchase and accept delivery of the Bonds pursuant to the terms of this Purchase Contract and the Underwriters shall be released and discharged from any an d all claims for damages by the Commission against the Underwriters related to such failure and any other defaults by Underwriters hereunder. Accordingly, the Underwriters hereby waive any right to claim that the actual damages of the Commission are less t han the Good Faith Deposit, and the acceptance of this offer by the Commission shall constitute a waiver of any right the Commission may have to additional damages from the Underwriters. The Underwriters and the Commission hereby acknowledge and agree that the amount fixed pursuant to this Section for liquidated damages does not constitute a penalty and is a reasonable estimate of the damages that the Commission would sustain in the event of the Underwriter’s failure to purchase and to accept delivery of the Bonds on the Closing Date pursuant to the terms of this Purchase Contract. Said amount is agreed upon and fixed as liquidated damages because of the difficulty of ascertaining as of the date hereof the actual amount of damages that would be sustained in such event. If the Commission fails to deliver the Bonds on the Closing Date pursuant to this Purchase Contract, or if the conditions to the obligations of the Underwriters to purchase, accept delivery of and pay for the Bonds as set forth in this Purcha se Contract shall not be satisfied (unless waived in writing by the Representative pursuant to this Purchase Contract), or if this Purchase Contract is terminated for a reason set forth in Section 9 hereof, the Commission shall promptly return or cause the return of the Good Faith Deposit to the Representative. Upon such return of the Good Faith Deposit to the Underwriters, this Purchase Contract shall terminate, and neither party shall have any further obligations hereunder.

Section 11. Expenses.
(a) Commission. The Commission shall pay or cause to be paid (but solely from the proceeds of the Bonds and not otherwise) the expenses incident to the performance of the obligations of the Commission hereunder, including but not limited to: (1) the cost of printing of the Preliminary Official Statement and the final Official Statement in reasonable quantities and all other documents prepared in connection with the transactions contemplated hereby; (2) the fees and disbursements of the Trustee and counsel to the Trustee in connection with the issuance of the Bonds; (3) the fees and disbursements of Bond Counsel and Disclosure Counsel and of Montague DeRose and Associates, LLC and Backstrom McCarley Berry & Co., LLC, as Co -Municipal Advisors to the Commission, C BI, as green bonds certifier , and any other experts or consultants retained by the Commission in connection with the transactions contemplated hereby; (4) fees of the verification agent and (5) the costs related to obtaining ratings. -16-
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(b) Underwriters. The Underwriters shall pay: (1) the cost of preparation and printing of Blue Sky and Legal Investment Memoranda, if any, to be used by it; (2) all advertising expenses in connection with the public offering of the Bonds; (3) California Debt and Investment Advisory Commission fees; (4) all other expenses incurred by the Underwriters in connection with its public offering and distribution of the Bonds, including, without limitation, any experts or other consultants hired or retained by the Underwriter, including Underwriter ’s Counsel, the fees and charges of the CUSIP Bureau and the MSRB; and (5) the fees of Digital Assurance Certification, L.L.C. for a continuing disclosure compliance review. Certain expenses of the Underwriters may be included in the expense component of the Underwriters’ discount. In addition, the Commission agrees to reimburse the Underwriters for any expenses incurred by the Underwriters on behalf of the Commission’s employees and representatives which are in connection with this Purchase Contract, including, but not limited to, meals, transportation and lodging of those employees and representatives, which expenses , if any, will be inclu ded in the expense component of the Underwriter’s discount. The Underwriter s agree to provide the Commission with a detailed itemization of any such expenses incurred on behalf of Commission employees or representatives prior to the Closing Date. Notwithstanding that the California Debt and Investment Advisory Commission fees are solely the legal obligation of the Underwriter s, the Commission agrees to reimburse the Underwriters for such fees.

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

Section 13. Notices. Any notice or other communication to be given under this Purchase Contract to the Commission or the Underwriter s may be given by delivering the same in writing at the addresses set forth below:

If to the Commission:

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

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

BofA Securities, Inc. 315 Montgomery Street, 1st Floor
San Francisco, California 94104
Attention: [______]
Telephone: [______]
Fax: [______]

Section 14. Entire Agreement . This Purchase Contract, when accepted by the Commission, shall constitute the entire agreement between the Commission and the Underwriters and is made solely for the benefit of the Commission and the Underwriters (including the successors or assigns of any Underwriters with the consent of the Commission) and no other person shall acquire or have any right hereunder by virtue hereof. All of the Commission’s representations, covenants and agreements in this Purchase Contract shall remain operative and in full force and effect, regardless of (a) any investigation made by or on behalf of the Underwriter, (b) delivery of and payment for the Bonds hereunder, and (c) any termination of this Purchase Contract.

Section 15. Counterparts. This Purchase Contract may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. This Purchase Contract may be signed in counterparts, and upon delivery to the other party of such signed Purchase Contract, which delivery may be by facsimile transmission, shall constitute the binding agreement of each party to this Purchase Contract.

Section 16. Mutual Reliance on Representations and Warranties. The Commission hereby acknowledges that the Underwriter s, in causing the Purchase Contract to be executed by the Representative and in paying for the Bonds as provided herein, is relying upon the representations of the Commission set forth herein. The Underwriter s hereby acknowledge that the Commission, in executi ng this Purchase Contract and issuing the Bonds described herein, is relying upon the representations and warranties of the Underwriters set forth herein.

Section 17. Severability. In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, but this Purchase Contract shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein.

Section 18. State of California Law Governs . The validity, interpretation and performance of this Purchase Contract shall be governed by the laws of the State of California.

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

Section 19. Limited Liability . The obligations and liabilities of the Commission hereunder are limited obligations of the Commission payable solely from Revenues as defined and -18-
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set forth in the Indenture. None of the Commissioners, the officers or employees of the Commission, or any person executing this Purchase Contract shall be liable personally for the obligations of the Commission hereunder or be subject to any personal liability or accountability by reason of the execution hereof. Neither of the faith and credit nor the taxing power of the State or any political subdivision thereof, including the City, is pledged to the obligations of the Commission hereunder.

Section 20. No Fiduciary or Advisory Role; Arm’s Length Transaction . The Underwriters and the Commission acknowledge and agree that (i) the purchase and sale of the Bonds pursuant to this Purchase Contract is an arm’s -length commercial transaction between Commission, on the one hand, and the Underwriter s, on the other hand, (ii) in connect ion with such transaction, the Underwriters are acting solely as a principal and not as a municipal advisor, a financial advisor, or a fiduciary of the Commission, and may have financial and other interests that differ from those of the Commission, (iii) t he Underwriters have not assumed a fiduciary responsibility in favor of the Commission with respect to the offering of the Bonds or the discussions, undertakings and procedures leading thereto (whether or not any Underwriter, or any affiliate of an Underwr iter, has provided or is currently providing services or advice to Commission on other matters), (iv) the only obligations the Underwriters have to the Commission with respect to the transaction contemplated hereby expressly are set forth in this Purchase Contract, and (v) the Commission and the Underwriters have consulted with their respective legal, financial and other advisors to the extent they deemed appropriate in connection with the offering of the Bonds. The Underwriters are not acting as a Municip al Advisor to the Commission (as defined in Section 15B of the Exchange Act of 1934, as amended) in connection with the matters contemplated by this Purchase Contract.
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Very truly yours,
BofA Securities, Inc., as Representative

By: ___________________________________
Name: [_________]
Title: [_________]
Accepted as of the date first stated above:

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By:_________________________________
Name: [_________]
Title: [_________]

Approved as to Form:

DAVID CHIU
City Attorney
By:_________________________________
[_________], Deputy City Attorney

[Signature Page to Bond Purchase Contract - Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds Series 2024_ Bonds, Series 2024_ Bonds and Series 2024_ Bonds, Bond Purchase Contract]

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SCHEDULE I

TO THE PURCHASE CONTRACT

MATURITY SCHEDULE
$[_________]
2024 SERIES _
(SSIP)
(Green Bonds)

Maturity
Date
(October 1)
Principal
Amount
Interest
Rate Price

C [To come.].
[Optional Redemption of 2024 Series _ Bonds. [To come.]]

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MATURITY SCHEDULE
$[_________]
2024 SERIES _
(Non-SSIP)

Maturity Date
(October 1)
Principal
Amount
Interest
Rate Price

C [To come]
[Optional Redemption of 2024 Series _ Bonds. [To come.]]

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MATURITY SCHEDULE
$[_________]
2024 Series _
(__________)

Maturity
Date
(October 1)
Principal
Amount
Interest
Rate Price

C [To come.].
[Optional Redemption of 2024 Series _ Bonds. [To come.]]

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APPENDIX A

CITY CONTRACTING PROVISIONS

Each Underwriter shall comply with the following provisions of this Purchase Contract as if set forth in the text thereof. Capitalized terms used but not defined in this exhibit shall have the meanings given in the Purchase Contract.

1. Nondiscrimination; Penalties.

(a) Nondiscrimination in Contracts. Each Underwriter shall comply with the provisions of Chapters 12B and 12C of the San Francisco Administrative Code. Each Underwriter shall incorporate by reference in any subcontracts the provisions of Sections 12B.2(a), 12B.2(c)- (k), and 12C.3 of the San Francisco Administrative Code and shall require any subcontractors to comply with such provisions. Each Underwriter is subject to the enforcement and penalty provisions in Chapters 12B and 12C.

(b) Nondiscrimination in the Provision of Employee Benefits. San Francisco Administrative Code 12B.2. Each Underwriter does not as of the date of this Purchase Contract, and will not during the term of this Purchase Contract, in any of its operations in San Francisco, on real property owned by San Francisco, or where work is being performed for the City elsewhere in the United States, discriminate in the provision of employee benefits between employees with domestic partners and employees with spouses and/or between the domestic partners and spouses of such employees, subject to the conditions set forth in San Francisco Administrative Code Section12B.2.

(c) Condition to Contract. As a condition to the Purchase Contract, each Underwriter shall execute the “Chapter 12B Declaration: Nondiscrimination in Contracts and Benefits” form (form HRC-12B-101) with supporting documentation and secure the approval of the form by the San Francisco Human Rights Commission.

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

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

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

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

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

7. Limitations on Contributions . By executing this Purchase Contract, each Underwriter acknowledges its obligations under section 1.126 of the City’s Campaign and Governmental Conduct Code, which prohibits any person who contracts with, or is seeking a contract with, any department of the City for the rendition of personal services, for the furnishing of any material, supplies or equipment, for the sale or lease of any land or building for a grant, loan or loan guarantee, or for a development agreement, from making any campaign contribution to (1) a City elected offici al if the contract must be approved by that official, a board on which that official serves, or the board of a state agency on which an appointee of that official serves, (2) a candidate for that City elective office held by such individual, or (3) a committee controlled by such elected official or a candidate for that office, at any time from the submission or a proposal for the contract until the later of either the termination of negotiations for such contract or twelve months after the date the City approves the contract. The prohibition on contributions applies to each prospective party to the contract; each member of each Underwriter’s board of directors; each Underwriter’s chairperson, chief executive officer, chief financial officer and chief operating officer; any person with an ownership interest of more than 10 percent in such Underwriter; any subcontractor listed in the bid or contract; and any committee that is sponsored or controlled by such Underwriter. Each Underwriter certifies that it has informed each such person of the limitation on contributions imposed by Section 1.126 by the time it submitted a proposal for such contract and has provided the names of the persons required to be informed to the City department with whom it is contracting.

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

9. Requiring Health Benefits for Covered Employees. Each Underwriter shall comply with San Francisco Administrative Code Chapter 12Q. Each Underwriter shall choose and perform one of the Health Care Accountability options set forth in San Francisco Administrative Code Chapter 12Q.3. Each Underwriter is subject to the enforcement and penalty provisions in Chapter 12Q.

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

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

Each Underwriter is subject to the enforcement and penalty provisions in Chapter 12M.

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

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

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this Purchase Contract shall have the meanings assigned to such terms in Chapter 12T.

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

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

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

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

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

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

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

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

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

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

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

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APPENDIX B

FORM OF CITY ATTORNEY OPINION
[_________], 2024
Public Utilities Commission
of the City and County of San Francisco
San Francisco, California
Board of Supervisors
of the City and County of San Francisco
San Francisco, California
RE: $[_________] Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds, 2024 Series _, 2024 Series _ and 2024 Series _
Ladies and Gentlemen:

This office has acted as counsel to the Public Utilities Commission of the City and County of San Francisco (“Commission”) with respect to the issuance of its $ [_________] aggregate principal amount of Wastewater Revenue Bonds comprised of $[_________] aggregate principal amount of 2024 Series _ (SSIP) (Green Bonds) (the “2024 Series _ Bonds”), $[_________] aggregate principal amount of 2024 Series _ (Non-SSIP) (the “2024 Series _ Bonds”), and $[_________] aggregate principal amount of 2024 Series _ (__________) (the “2024 Series _ Bonds,” and together with the 2024 Series _ Bonds, the 2024 Series _ Bonds and the 2024 Series C Bonds, the “Bonds”). The Bonds are being issued pursuant to the Constitution and the laws of the State of California, the Charter of the City and County of San Francisco (“City”), and th e Indenture, dated as of January 1, 2003 (as amended and supplemented, the “Indenture”), between the Commission and U.S. Bank Trust Company, National Association, as successor trustee (“Trustee”), [as supplemented by the ___________ Supplemental Indenture, between the Commission and the Trustee, dated as of July 1,2024, with respect to the issuance of the 2024 Series _ Bonds and the 2024 Series _ Bonds, and the ___________Supplemental Indenture, between the Commission and the Trustee, dated as of July 1, 2024, with respect to the issuance of the 2024 Series _ Bonds.] All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Indenture.

In connection therewith, the undersigned has examined such documents, certificates and instruments as the undersigned deemed necessary for the purposes of this opinion, including, but not limited to, the Indenture, the Purchase Contract, dated [______] , 2024 (the “Purchase Contract”), by and between the Commission and BofA Securities, Inc. , as representative of the underwriters named therein, the Escrow Agreement, by and between the Commission and the Trustee, the Continuing Disclosure Certificate of the Comm ission, as executed and delivered on the date of delivery of the Bonds (“Continuing Disclosure Certificate”), Resolution No. [______] of the Commission adopted on [June 25], 2024 (“Commission Resolution”), Ordinance No. 173- 20 of the Board of Supervisors of the City (the “Board of Supervisors”) passed by two-thirds vote on September 29, 2020 (the “2020 Ordinance”), Ordinance No. 128-21 of the Board of Supervisors passed by two-thirds vote on July 27, 2021 (the “2021 Ordinance”), Ordinance No. 110-22 of the

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Board of Supervisors passed by two- thirds vote on June 14, 2022 (the “2022 Ordinance”), Ordinance No. 181-23 of the Board of Supervisors passed by two-thirds vote on July 25, 2023 (the “2023 Ordinance,” and, together with the 2020 Ordinance, the 2021 Ordinance, and the 2022 Ordinance, the “City Ordinance”)
In reviewing the documents and matters referred to above, the undersigned has not undertaken to verify independently and has assumed the accuracy of the factual matters represented, warranted or certified therein. The undersigned has examined the Charter of the City.

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

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

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

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

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

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

5. The Indenture, Continuing Disclosure Certificate, the Escrow Agreement and the Purchase Contract have been duly authorized, executed and delivered by the Commission, and

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constitute valid and binding agreements of the Commission enforceable in accordance with their respective terms.

6. To the best of the undersigned’s knowledge, except as otherwise disclosed in the Preliminary Official Statement and the Offici al Statement, neither the execution nor the delivery by the Commission of the Indenture, the Escrow Agreement, the Continuing Disclosure Certificate or the Purchase Contract, the adoption of the Commission Resolution, or the compliance by the Commission with such documents or authorizations, conflicts with or constitutes a material breach of, or default under, any applicable law or administrative regulation of the State or the United States, or any other statute or administrative rule or regulation, judgment, decree, order, license, permit, agreement or instrument to which the Commission is subject, which breach, default or conflict would have a material adverse effect on the ability of the Commission to pay the Bonds or perform its obligations under the Indenture, the Escrow Agreement, the Continuing Disclosure Certificate or the Purchase Contract.

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

Very truly yours

Hawkins Delafield & Wood LLP
Draft No. 2: 5/31/2024

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[TAX-EXEMPT BPA]
$[_________]

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO

WASTEWATER REVENUE BONDS

$[_________]
2024 Series _
(SSIP)
(Green Bonds)
$[_________]
2024 Series _
(Non-SSIP)

$[_________]
2024 Series _
(_________)

BOND PURCHASE CONTRACT

[_________], 2024
Public Utilities Commission of the
City and County of San Francisco
525 Golden Gate Avenue, 13th Floor
San Francisco, CA 94102
Ladies and Gentlemen:

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

The Representative represents that it has been duly authorized by the other Underwriters to act hereunder on its behalf and has full authority to take such action as it may deem advisable in respect to all matters pertaining to this Purchase Contract and that the Representative has been duly authorized to execute this Purchase Contract. Any action taken under this Purchase Contract by the Representative will be binding upon all of the Underwriters. -2-
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Capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture, dated as of January 1, 2003 (the “Master Indenture,” and as amended and supplemented, being herein referred to as the “Indenture” ), between the Commission and U.S.

Section 2. Authorization for the Bonds; Purpose of Issue . T he Commission has the authority to issue the Bonds pursuant to authority granted by the Charter (the “Charter ”) of the -3-
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City and County of San Francisco (the “City”), and pursuant to Ordinance No. 173-20 of the Board of Supervisors of the City (the “ Board of Supervisors”) passed by two-thirds vote on September 29, 2020 (the “ 2020 Ordinance”), Ordinance No. 128-21 of the Board of Supervisors passed by two-thirds vote on July 27, 2021 (the “2021 Ordinance ”), Ordinance No. 110-22 of the Board of Supervisors passed by two-thirds vote on June 14, 2022 (the “ 2022 Ordinance”), Ordinance No. 181-23 of the Board of Supervisors passe d by two- thirds vote on July 25, 2023 (the “ 2023 Ordinance,” and, together with the 2020 Ordinance, the 2021 Ordinance, and the 2022 Ordinance, the “Ordinance ”), and a resolution adopted by the Commission on [June 25], 2024 (the “Commission Resolution”). [Ordinances to be confirmed]
The Series 2024_ Bonds are being issued to _________________ [Use of proceeds to be confirmed]

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

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

All approvals and consents which are required for the due authorization of, which would constitute a condition precedent to, or absence of which would materially adversely affect the due performance by the Commission of, its respective obligations under the Bonds, this -5-
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Purchase Contract and the Indenture have been duly obtained or when required for future performance are expected to be obtained, except for approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Bonds.
(b) Accuracy and Completeness of the Preliminary O fficial Statement and Official Statement. The information in the Preliminary Official Statement, as of its date was and as of the date hereof is , and such information in the Official Statement, as of its date and at all times subsequent there to up to and including the date of the Closing, will be, true and correct in all material respects, contains and will contain no misstatement of any material fact, and did not and will not omit any statement and information that is necessary to make the statements and information contained therein, in the light of the circumstances under which such statements were made, not misleading in any material respect, excluding in each case any information contained in the Preliminary Official Statement and the Official Statement relating to (i) the offering prices, interest rates, selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, or other terms of the Bonds depending on such matters, (ii) DTC and the book- entry only system, (iii) any CUSIP numbers and (iv) information provided by the Underwriters , or bond insurers, if any, for inclusion in the Preliminary Official Statement or Official Statement, including without limitation information regarding the prices and yields of the Bonds and under the caption “UNDERWRITING.”
(c) Amendment of Official Statement. If, at any time prior to the End of the Underwriting Period (as defined below), an event occurs or facts or conditions become known of which the Commission has knowledge, which in the reasonable opinion of Orrick, Herrington & Sutcliffe LLP (“Disclosure Counsel”) or the City Attorney might or would cause the information in the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misl eading, the Commission will notify the Representative, and if in the reasonable opinion of the Representative or the Commission, such event, fact or condition requires the preparation and publication of a supplement or amendment to the Official Statement, the Commission will amend or supplement the Official Statement in a form and in a manner reasonably approved by the Representative and the Commission, provided all expenses incurred in connection with preparing an amendment or supplement to the Official Statement will be paid by the Commission. As used herein and for the purposes of the foregoing, the term “End of the Underwriting Period” for the Bonds shall refer to the Closing, unless the Commission shall have been notified in writing to the contrary by the Representative on or prior to the Closing, but in any event not later than the date twenty- five (25) days following the Closing. For the purposes of this subsection, the Commission will furnish such information as the Underwriters may from time to time reasonably request in writing prior to the End of the Underwriting Period. (d) No Breach or Default. The Commission is not in breach of or default under any applicable constitutional provision, law or administrative regulation of the State of California or the United States, or any agency or department of either, or any applicable -6-
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judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Commission is a party or to which the Commission or any of its properties or other assets is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument, in any such case to the extent that the same would have a material and adverse effect upon the business or properties or financial condition of the Commission or the issuance of the Bonds. As of the time of acceptance hereof and as of the Closing Date and except as otherwise disclosed in the Official Statement, neither the execution nor the delivery by the Commission of the Indenture, the Continuing Disclosure Certificate or this Purchase Contract, the adoption of the Commission Resolution, or the compliance by the Commission with such documents or authorizations, conflicts with or constitutes a material breach of, or defaul t under, any applicable law or administrative regulation of the State or the United States, or any other statute or administrative rule or regulation, judgment, decree, order, license, permit, agreement or instrument to which the Commission is subject, whi ch breach, default or conflict would have a material adverse effect on the ability of the Commission to pay the Bonds or perform its obligations under the Indenture, the Continuing Disclosure Certificate or this Purchase Contract.
(e) No Other Bond Issues or Debt. Other than the Series 2024_ Bonds [and commercial paper notes], between the time of acceptance hereof and the Closing Date, the Commission will not, without prior written notice to the Representative, issue any bonds or securities or incur any other indebtedness secured by the Revenues. (f) No Litigation. As of the date hereof and as of the Closing Date, and except as disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body, pending or, to the knowledge of the Commission, threatened against the Commission: (i) affecting the existence of the Commission or the titles of its officers to their respective offices; (ii) seeking to restrain or to enjoin the sale or delivery of the Bonds or the application of the proceeds therefrom in accordance with the Indenture; (iii) in any way contesting or affecting the validity or enforceability of the Bonds, the Indenture , the Continuing Disclosure Certificate, this Purchase Contract or any action of the Commission authorizing the issuance, execution or delivery thereof; (iv) in any way contesting the completeness or accuracy of the Official Statement or any amendment or supplement thereto; or (v) contesting the powers of the Commission with respect to the Bonds or any action of the Commission authorizing the issuance, execution or delivery thereof, nor to the knowledge of the Commission, as evidenced by the representative of the Commission signing this Purchase Contract, is there any basis therefor. As of the date hereof and as of the Closing Date, and except as disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body, pending or, to the knowledge of the Commission, threatened against the Commission in which a final adverse decision would mater ially and adversely affect the operations of the Enterprise (as defined in the Indenture) , Net Revenues or the consummation of the transactions contemplated by this Purchase Contract or contesting in any way the completeness, accuracy or fairness of the Official Statement. The Commission -7-
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shall advise the Representative promptly of the institution of any proceedings known to it by any governmental agency prohibiting or otherwise affecting the use of the Preliminary Official Statement or the Official Statemen t in connection with the offering, sale or distribution of the Bonds.
(g) Further Cooperation; Blue Sky . The Commission will furnish such information, execute such instruments and take such other action in cooperation with the Underwriters as the Underwriters may reasonably request in order to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriters may designate; provided, however, that the Commission will not be required to execute a special or general consent to service of process or qualify as a foreign corporation in connection with any such qualification in any jurisdiction.
(h) Continuing Disclosure. Based on a review of its previous undertakings and except as described in the Preliminary Official Statement and the Official Statement, during the past five years, the Commission has complied in all material respects with its prior continuing disclosure undertakings under Rule 15c2-12.
(i) Valid and Binding Obligations . This Purchase Contract , the ___________ Supplemental Indenture, the ___________Supplemental Indenture, and the Continuing Disclosure Certificate, when executed and delivered by the other parties thereto, will have been duly authorized, executed and delivered and will constitute legal, valid and binding obligations of the Commission (except to the extent that such enforceability may be limited by bankruptcy, insolvency, reorganization and similar law affect ing creditors rights generally and general principals of equity). The Bonds, when issued, delivered and paid for as provided herein and in the Indenture, will have been duly authorized, executed and issued and will constitute legal, valid and binding limited obligations of the Commission entitled to the benefits of the Indenture.
(j) Financial Statements. The financial statements of the Commission for the years ended June 30, 2023 and June 30, 2022 fairly represent the receipts, expenditures, assets, liabilities and cash balances of such amounts and, insofar as presented, other funds of the Commission as of the dates and for the periods therein set forth. Except as disclosed in the Official Statement or otherwise disclosed in writing to the Representative, there has not been any materially adverse change in the financial condition of the Commission or in its operations since the date of such financial statements and there has been no occurrence, circumstance or combination thereof which is reasonably expec ted to result in any such materially adverse change. The financial statements of the Commission are public documents and the Commission has not requested nor did the Commission obtain permission from Macias Gini & O’Connell LLP, independent certified public accountants, to include the financial statements of the Commission for the years ended June 30, 2023 and June 30, 2022 in the Preliminary Official Statement or the Official Statement. -8-
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Section 7. Representations, Warranties and Agreements of the Underwriter s. The Underwriters represent, warrant and agree with the Commission that:
(a) The Representative has been duly authorized to enter into this Purchase Contract.
(b) The Underwriters shall comply with the San Francisco Business Tax Ordinance a nd shall, if not otherwise exempt from such ordinance, provide to the Commission a Business Tax Registration Certificate on or prior to the date hereof. (c) The Underwriters shall comply with all SEC and MSRB rules applicable to the offering, sale and delivery of the Bonds to ultimate purchasers. (d) The Underwriters shall comply with the Commission’s policy and practice that the Commission shall not pay, and the Underwriters shall not pass through to the Commission, any fees that are assessed on the Underwriters as part of the Governmental Accounting Standards Board fee, as well as the MSRB Underwriting and Transaction Assessment, the SIFMA Municipal Assessment or any other industry related fees that are required to be paid solely by the Underwriters.

Section 8. Establishment of “Issue Price” of Bonds.
(a) The Representative, on behalf of the Underwriters, agrees to assist the Commission in establishing the “issue price” of the Bonds and shall execute and deliver to the Commission on or before the Closing Date an “issue price” or similar certificate, together with supporting pricing wires or equivalent communications, substantially in the form attached hereto as Appendix C, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Representative, the Commission and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the Bonds. All actions to be taken by the Commission under this Section 8 to establish the issue price of the Bonds may be taken on behalf of the Commission by the Commission’s Co- Municipal Advisors identified herein and any notice or report to be provided to the Commission may be provided to the Commission’s Co-Municipal Advisors. (b) With respect to Bonds of those maturities as to which at least 10% of the Bonds of the maturity has been sold to the public (defined in subsection (f) below) at a single price (the “10% test”), based on reporting by the Representative to the Commission on the date hereof and prior to the execution of this Purchase Contract, which mat urities are indicated in Schedule I attached hereto as having satisfied the 10% test (the “10% Test Maturities”), the Commission will treat the first price at which 10% of each such maturity of the Bonds was sold to the public as the issue price of that maturity. With respect to Bonds of those maturities as to which the 10% test has not been satisfied, based on reporting by the Representative to the Commission on the date hereof and prior to the execution of this Purchase Contract, which maturities are indicated in Schedule I attached hereto as being subject to the “hold-the-offering- price rule,” defined below (the “Hold-the-Offering-Price Maturities”), the Representative and the Commission agree that the rules in paragraph (c) below shall apply. For purpose s of this section, for Bonds maturing on the same date but having different interest rates, each separate -9-
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CUSIP number for such Bonds is subject to the 10% test or subsection (c) below, as the case may be, as if such separate CUSIP number were a separate maturity. (c) With respect to the Hold -the-Offering-Price Maturities, the Representative confirms that the Underwriters have offered the Bonds to the public on or before the date of this Purchase Contract at the offering price or prices (the “ initial offering price ”), or at the corresponding yield or yields, set forth in Schedule I attached hereto, except as otherwise set forth therein. Schedule I also sets forth, as of the date of this Purchase Contract, the maturities, if any, of the Bonds for which the 10% test has not been satisfied and for which the Commission and the Representative, on behalf of the Underwriters, agrees that the restrictions set forth in the next sentence shall apply (the “hold-the-offering-price rule”). So long as the hold-the-offering- price rule remains applicable to any maturity of the Bonds, the Underwriters will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(i) the close of the fifth (5th) business day after the sale date; or (ii) the date on which the Underwriters have sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.

At the request of the Commission, the Representative will advise the Commission promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Securities to the public at a price that is no higher than the initial offering price to the public.
(d) The Commission acknowledges that, in making the representations set forth in this subsection (d), the Representative will rely on (i) the agreement of each Underwriter to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply wit h the hold-the-offering-price rule, if applicable to the Bonds, as set forth in an agreement among underwriters and the related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds , including, but not limited to, its agreement to comply with the hold -the-offering-price rule, if applicable to th e Bonds, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event that an Underwriter is a party to a retail or other third-party distribution agreement that was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker- dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold -the- offering-price rule, as set forth in the retail or other third -party distribution agreement and the related pricing wires. The Commission further acknowledges that each Underwriter shall be solely liable for its failure to comply with its agreement regarding the requirement for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds , and that no Underwriter shall be liable for the failure of any other Underwriter, or of any dealer who is a member of a selling group, or of any broker -dealer that is a party to a retail or other third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for -10-
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establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds. (e) The Representative confirms that:
(i) any agreement among underwriters, any selling group agreement and each retail or other third-party distribution agreement (to which the Representative is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wi res, contains or will contain language obligating each Underwriter, each dealer who is a member of the selling group and each broker-dealer that is a party to such retail or other third- party distribution agreement, as applicable:
(A) to promptly notify the Re presentative of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below); (B) to acknowledge that, unless otherwise advised by the Underwriter, dealer or broker-dealer, the Representative shall assume that each order submitted by the Underwriter, dealer or broker-dealer is a sale to the public;
(C) to report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the Representative that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public; and
(D) to comply with the hold-the -offering-price rule, if applicable, in each case if and for so long as directed by the Representative and as set forth in the related pricing wires; (ii) any agreement among underwriters and any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter or dealer that is a party to a retail or other third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such retail or other third-party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allotted to it until it is notified by the Representative or the Underwriter that either the 10% test has been satisfied as to the Bonds of that maturity or all Bonds of that maturity have been sold to the public and (B) comply with the hold-the-offering-price rule, if applicable, in each case if and for so long as directed by the Representative or the Underwriter and as set forth in the related pricing wires. (f) The Underwriters acknowledge that sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each -11-
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such term being used as defined below) shall not constitute sales to the public for purposes of this subsection (f). Further, for purposes of this subsection (f):
(i) “public” means any person other than an underwriter or a related party to an underwriter,
(ii) “underwriter” means (A) any person that agrees pursuant to a written contract with the Commission (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a retail or other third- party distribution agreement participating in the initial sale of the Bonds to the public),
(iii) a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interest s of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and
(iv) “sale date” means the date of execution of this Purchase Contract by all parties.

Section 9. Closing Conditions. The Underwriters have authorized the Representative to enter into this Purchase Contract in reliance upon the representations, warranties and agreements herein and the performance by the Commission of its obligations hereunder, both as of the date hereof and as of the Closing Date. The obligations of the Underwriters under this Purchase Contract are and shall be subject to the following conditions:
(a) Bring-Down Repre sentation. The representations and warranties of the Commission contained herein shall be true, accurate and correct in all material respects at the date hereof, and on the Closing Date, as if made on the Closing Date. (b) Executed Documents and Performa nce Thereunder . At the time of the Closing: (i) the Indenture, this Purchase Contract , the Continuing Disclosure Certificate and the Official Statement shall be in full force and effect, and shall not have been amended, modified or supplemented except with the consent of the Representative (which consent will not be unreasonably withheld); and (ii) the Commission shall perform or have performed all of its obligations required under or specified in this Purchase Contract, the Official Statement and the Indenture to be performed prior to the Closing. -12-
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(c) No Default. At the time of the Closing, no default shall have occurred or be existing under the Indenture or this Purchase Contract. (d) Termination Events . The Representative may terminate this Purchase Contract by notification in writing to the Commission from the Representative, if, at any time on or prior to the Closing, any of the following occurs and, as a result of the occurrence of such an event, the marketability of the Bonds or the market price thereof, or the ability of the Underwriters to enforce contracts for the sale, at the contemplated offering prices, of the Bonds, in the reasonable opinion of the Representative, after consultation with the Commission, would be materially adversely affected:
(i) any event shall occur which makes untrue any statement or results in an omission to state a material fact necessary to make the statements in the Official Statement, in the light of the circumstances un der which they were made, not misleading and the Commission fails to amend or supplement the Official Statement pursuant to Section 6 (c) hereof or the effect of the amendment or supplement, in the reasonable judgment of the Representative, would materially adversely affect the market for the Bonds, at the contemplated offering prices (or yields) by the Underwriters of the Bonds; or
(ii) an amendment to the Constitution of the United States or the Constitution of the State or legislation in or by the Congress of the United States or the legislature of the State, or the amendment of legislation pending as of the date of this Purchase Contract in the Congress of the United States, or the favorable reporting for passage of legi slation to either House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or any decision of any federal or State court or any ruling or regulation (final, temporary or proposed) or official statement on behalf of the United States Treasury Department, the Internal Revenue Service or other federal or State authority or the occurrence of any other comparable legislative or regulatory event affecting the federal or State tax status of the interest on the Bonds or bonds or obligations of the general character of the Bonds ; provided, that the occurrence of any such event shall not constitute a termination event hereunder if the prospect of such constitutional, legislative, regulatory or judicial action or enactment shall have been publicly known on the date hereof; or (iii) any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body, department or agency of the State, or a decision by any court of competent jurisdiction within the State shall be rendered; or
(iv) a stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, including all underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would be in -13-
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violation of any provision of the federal securities laws, including the Securities Act of 1933, as amended and as then in effect, or that the Indenture need be qualified under the Trust Indenture Act of 1939, as amended and as then in effect; or
(v) legislation shall be enacted by the Congress of the United States, or a decision by a cour t of the United States shall be rendered, to the effect that obligations of the general character of the Bonds, or the Bonds, are not exempt from registration under the Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 1934, as amended and as then in effect, or that the Indenture is not exempt from qualification under the Trust Indenture Act of 1939, as amended and as then in effect; or
(vi) there shall have occurred a general suspension of trading or additional material restrictions not in force as of the date hereof shall have been imposed upon trading in the United States in securities generally by any governmental authority or by any national securities exchange; or (vii) a general banking moratorium shall have been declared by federal, State or State of New York authorities or a disruption in securities settlement, payment or clearance services has occurred; or
(viii) the ratings on the Bonds or any other debt obligations secured by Net Revenues of the Enterprise shall have been downgraded or withdrawn or the subject of an official notice as to a possible downgrading (such as being placed on “credit watch” or “negative outlook”) subsequent to the date of this Purchase Contract by one of the rating agencies rating the Bonds; or (ix) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national or international emergency or war or other calamity or crisis (or any escalation thereof).

The termination of this Purchase Contract pursuant to this Section 9(d) by the Underwriters with respect to the Bonds shall not prohibit the Commission from selling such Bonds to any other underwriter.
(e) Closing Documents. At or prior to the Closing, the Representative shall receive with respect to the Bonds (unless the context otherwise indicates) the following documents, in each case satisfactory in form and substance to the Representative:
(1) Approving Authorizations. Certified copies of the Ordinance and Commission Resolution.
(2) Bond Documents. An executed copy of the Master Indenture and executed originals of the ___________ Supplemental Indenture, the ___________Supplemental Indenture, the Continuing Disclosure Certificate and this Purchase Contract.
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(3) Final Opinion. An approving opinion or opinions of Bond Counsel, dated the Closing Date, and substantially in the form attached to the Official Statement, and a letter of such counsel addressed to the Underwriters to the effect that such opinion may be relied upon by the Underwriters to the same extent as if it had been addressed to them.
(4) Supplemental Opinion. A supplemental opinion or opinions of Bond Counsel addressed to the Commission and the Underwriter, dated the Closing Date, to the following effect:
(i) The statements contained in the Official Statement under the captions [“T
HE 2024______ BONDS,” “THE 2024_ BONDS,” “SECURITY FOR THE BONDS,” “T AX MATTERS,” APPENDIX A—“SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE,” and APPENDIX C —“PROPOSED FORM OF OPINION OF BOND COUNSEL,”] insofar as such statements purport to summarize certain provisions of the Bonds, the Indenture, and the opinion of Bond Counsel are accurate in all material respects.
(ii) The Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended. (iii) This Purchase Contract has been duly executed and delivered by the Commission and constitutes the valid and binding agreement of the Commission.
(5) Disclosure Counsel Opinion as to Official Statement. An opinion of Orrick, Herrington & Sutcliffe LLP, as Disclosure Counsel to the Commission, addressed to the Commission and the Underwriters, dated the Closing Date, to the effect that, while such counsel is not passing upon, and does not assume any responsibility for, the accuracy, completeness or fairness of any of the statements contained in the Preliminary Official Statement or the Official Statement, based upon such counsel’s participation in conferences during which the contents of the Preliminary Official Statement and the Official Statement were discussed, no information came to such counsel’s attention which caused such counsel to believe that the Preliminary Official Statement, as of its date and as of the date of the Purchase Contract, or the Official Statement, as of its date and as of the Closing Date (except for the financial, statistical or economic data or forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions or expressions of opinion, CUSIP numbers (or other identification numbers, if applicable) , any information regarding DTC and its book- entry system, and any information contained in Appendices included therein (other than Appendi x D), and any information incorporated by reference therein, as to which no opinion or view need be expressed) contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. -15-
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(6) Certificate of the Commission . A certificate of the Commission dated the Closing Date, signed on behalf of the Commission by an authorized officer of the Commission, to the effect that:
(i) The representations and warranties of the Commission contained herein are true and correct in all material respects on and as of the Closing Date as if made on the Closing Date.
(ii) No event affecting the Commission has occurred since the date of the Official Statement which has not been disclosed therein or in any supplement or amendment thereto which event should be disclosed in the Official Statement in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. (7) Certificate of the Trustee . A certificate of U.S. Bank Trust Company, National Association, as Trustee , dated the Closing Date, to the effect that:
(i) The Trustee is a national banking association organized and existing under the laws of the United States of America and has full power and is qualified to accept and comply with the terms of the Indenture and to perform its obligations thereunder and to authenticate the Bonds. (ii) The Trustee has accepted the duties and obligations imposed on it by the Indenture
(iii) No consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the Trustee that has not been obtained is or will be required for the consummation by the Trustee of the transactions contemplated by the Indenture to be undertaken by the Trustee.
(iv) Compliance with the terms of the Indenture will not conflict with, result in a violation or breach of, or constitute a default under, any loan agreement, indenture, bond, note, resolution or any other agreement or instrument to which the Trustee is a party or by which it is bound, or, to the best knowledge of the Trustee, after reasonable investigation, any law, rule, regulation, order or decree of any court or governmental agency or body having jurisdiction over the Trustee or any of its activities or properties (except that no representation, warranty or agreement is ma de by the Trustee with respect to any federal or state securities or Blue Sky laws or regulations).
(v) To the knowledge of the Trustee after due inquiry, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court or governmental agency, public board or body served on or threatened against or affecting the existence of the Trustee, or in any -16-
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way contesting or affecting the validity or enforceability of the Indenture or the Bonds, or contesting the powers of the Trustee or its authority to enter into and perform its obligations under the Indenture or the Bonds, wherein an unfavorable decision, ruling or finding would adversely affect the validity of the Bonds or the Indenture.
(8) Opinion of Counsel to the Tr ustee. An opinion of counsel to the Trustee addressed to the Commission and the Underwriters, dated the Closing Date, to the effect that:
(i) The Trustee is a national banking association with trust powers, duly organized and validly existing and in good standing under the laws of the United States of America, having the legal authority to exercise trust powers in the State.
(ii) The Trustee has all requis ite corporate power, authority and legal right to execute and deliver the Indenture and has taken all necessary action to authorize the execution and acceptance of the Indenture. (iii) The Bonds have been duly authenticated by the Trustee. (iv) To such counsel’s knowledge, no authorization, approval, consent, or order of any governmental agency or regulatory authority having jurisdiction over the Trustee that has not been obtained by the Trustee is required for the authorization, execution, delivery and performance by the Trustee of the Indenture.
(v) The execution and delivery by the Trustee of the Indenture and the performance of the obligations of the Trustee under the Indenture by the Trustee, will not contravene the Articles of Association or the Bylaws of the Trustee or any law or regulation governing the banking and trust powers of the Trustee known to us or any judgment, order or decree known to such counsel and applicable to the Trustee of any court, governmental authority or arbitrator of the State of California.
(9) Tax Certificate. Tax Certificate of the Commission, dated the Closing Date, in form satisfactory to Bond Counsel, relating to the Bonds. (10) California Debt and Investment Advisory Commission Filings .

Copies of the Report of Proposed Debt Issuance and Report of Final Sale required to be delivered to the California Debt and Investment Advisory Commission pursuant to Section 53583 of the Governm ent Code and Section 8855(g) of the Government Code.
(11) Rating Letters for the Bonds. Rating letters of Moody’s Investor s Service, Inc. (“Moody’s”) and Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business ( “S&P”), evidencing that such rating -17-
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agencies have assigned their municipal bond ratings of “[___]” and “[___],” respectively.
(12) Opinion of the City Attorney. An opinion of the City Attorney addressed to the Underwriters, dated the Closing Date, in substantially the form attached hereto as Appendix B.
(13) Blue Sky Memorandum. A copy of the Blue Sky Memorandum with respect to the Bonds, prepared by Hawkins, Delafield & Wood LLP, counsel to the Underwriters (“Underwriters’ Counsel”).
(14) Opinion of the Underwriters’ Counsel. The opinion of Underwriters’ Counsel, dated the Closing Date and addressed to the Underwriters, in form satisfactory to the Underwriters.
(15) Green Bonds Certification . An executed certificate of Climate Bonds Initiative (“ CBI”) confirming that the Series 2024_ Bonds have been certified under the Climate Bonds Standard Water Sector Criteria (the “Green Bond Certification”).
(16) Additional Documents. Such legal opinions, additional certificates, instruments and other documents as the Representative, Bond Counsel or the City Attorney may reasonably deem necessary to evidence the truth and accuracy as of the time of the Closing of the representations of the Commission and the due performance or satisfaction by the Commission at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the Commission.

Section 10. Good Faith Deposit. To secure the Commission from any loss resulting from the failure of the Underwriters to accept delivery of and pay the purchase price for the Bonds pursuant to the terms of this Purchase Contract, the Underwriters agree to deliver to or to the order of the Commission, concurrently with the execution and delivery of this Purchase Contract, either an official bank check (which may be deposited by the Commission upon receipt) or a federal funds wire transfer in the amount of $[_________] (the “Good Faith Deposit”). At the Closing, the Good Faith Deposit will be applied towards and deducted from the aggregate net purchase price for the Bonds as provided in Section 1 of this Purchase Contract. If the Underwriters fail to pay the purchase price in full upon tender of the Bonds (other than for a reason permitted under Section 9 hereof), the Commission may retain such Good Faith Deposit as and for liquidated damages for such failure by the Underwriter s. In such circumstance, the Underwriters will have no right to recover the Good Faith Deposit or to any allowance or credit therefor. Retaining the Good Faith Deposit shall constitute the Commission’s sole and exclusive remedy and full -18-
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liquidated damages for the Underwriters’ failure (other than for a reason expressly set forth herein) to purchase and accept delivery of the Bonds pursuant to the terms of this Purchase Contract and the Underwriters shall be released and discharged from any and all claims for damages by the Commission against the Underwriters related to such failure and any other defaults by Underwriters hereunder. Accordingly, the Underwriters hereby waive any right to claim that the actual damages of the Commission are less than the Good Faith Deposit, and the acceptance of this offer by the Commission shall constitute a waiver of any right the Commission may have to additional damages from the Underwriters. The Underwriters and the Commission hereby acknowledge and agree that the amount fixed pursuant to this Section for liquidated damages does not constitute a penalty and is a reasonable estimate of the damages that the Commission would sustain in the event of the Underwriter’s failure to purchase and to accept delivery of the Bonds on the Closing Date pursuant to the terms of this Purchase Contract. Said amount is agreed upon and fixed as liquidated damages because of the difficulty of ascertaining as of the date hereof the actual amount of damages that would be sustained in such event. If the Commission fails to deliver the Bonds on the Closing Date pursuant to this Purchase Contract, or if the conditions to the obligations of the Underwriters to purchase, accept delivery of and pay for the Bonds as set forth in this Purchase Contract shall not be satisfied (unless waived in writing by the Representative pursuant to this Purchase Contract), or if this Purchase Contract is terminated for a reason set forth in Section 9 hereof, the Commission shall promptly return or cause the return of the Good Fai th Deposit to the Representative. Upon such return of the Good Faith Deposit to the Underwriters, this Purchase Contract shall terminate, and neither party shall have any further obligations hereunder.

Section 11. Expenses.
(a) Commission. The Commission shall pay or cause to be paid (but solely from the proceeds of the Bonds and not otherwise) the expenses incident to the performance of the obligations of the Commission hereunder, including but not limited to: (1) the cost of printing of the Preliminary Official Statement and the final Official Statement in reasonable quantities and all other documents prepared in connection with the transactions contemplated hereby; (2) the fees and disbursements of the Trustee and counsel to the Trustee in connection with the issuance of the Bonds; (3) the fees and disbursements of Bond Counsel and Disclosure Counsel and of Montague DeRose and Associates, LLC and Backstrom McCarley Berry & Co., LLC, as Co -Municipal Advisors to the Commission, CBI , as green bonds certifier, and any other experts or consultants retained by the Commission in connection with the transactions contemplated hereby; (4) fees of the verification agent and (5) the costs related to obtaining ratings. -19-
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(b) Underwriters. The Underwriters shall pay: (1) the cost of preparation and printing of Blue Sky and Legal Investment Memoranda, if any, to be used by it; (2) all advertising expenses in connection with the public offering of the Bonds; (3) California Debt and Investment Advisory Commission fees; (4) all other expenses incurred by the Underwriters in connection with its public offering and distribution of the Bonds, including, without limitation, any experts or other consultants hired or retained by the Underwriter, including Underwriter’ s Counsel, the fees and charges of the CUSIP Bureau and the MSRB; and (5) the fees of Digital Assurance Certification, L.L.C. for a continuing disclosure compliance review. Certain expenses of the Underwriters may be included in the expense component of the Underwriters’ discount. In addition, the Commission agrees to reimburse the Underwriters for any expenses incurred by the Underwriters on behalf of the Commission’s employees and representatives which are in connection with this Purchase Contract, including, but not limited to, meals, transportation and lodging of those employees and representatives, which expenses , if any, will be inclu ded in the expense component of the Underwriter’s discount. The Underwriter s agree to provide the Commission with a detailed itemization of any such expenses incurred on behalf of Commission employees or representatives prior to the Closing Date. Notwithstanding that the California Debt and Investment Advisory Commission fees are solely the legal obligation of the Underwriter s, the Commission agrees to reimburse the Underwriters for such fees.

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

If to the Commission:

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

Morgan Stanley & Co. LLC 555 California Street, 21st Floor San Francisco, California 94104
Attention: [______]
Telephone: [______]
Fax: [______]

Section 16. Mutual Reliance on Representations and Warranties. The Commission hereby acknowledges that the Underwriter s, in causing the Purchase Contract to be executed by the Representative and in paying for the Bonds as provided herein, is relying upon the representations of the Commission set forth herein. The Underwriter s hereby acknowledge that the Commission, in executing this Purchase Contract and issuing the Bonds described herein, is relying upon the representations and warranties of the Underwriters set forth herein.

Section 18. State of California Law Governs . The validity, interpretation and performance of this Purchase Contract shall be governed by the laws of the State of California.

Section 19. Limited Liability . The obligations and liabilities of the Commission hereunder are limited obligations of the Commission payable solely from Revenues as defined and -21-
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set forth in the Indenture. None of the Commissioners, the officers or employees of the Commission, or any person executing this Purchase Contract shall be liable personally for the obligations of the Commission hereunder or be subject to any personal liability or accountability by reason of the execution hereof. Neither of the faith and credit nor the taxing power of the State or any political subdivision thereof, including the City, is pledged to the obligations of the Commission hereunder.

Section 20. No Fiduciary or Advisory Role; Arm’s Length Transaction . The Underwriters and the Commission acknowledge and agree that (i) the purchase and sale of the Bonds pursuant to this Purchase Contract is an arm’s -length commercial transaction between Commission, on the one hand, and the Underwriter s, on the other hand, (ii) in connect ion with such transaction, the Underwriters are acting solely as a principal and not as a municipal advisor, a financial advisor, or a fiduciary of the Commission, and may have financial and other interests that differ from those of the Commission, (iii) t he Underwriters have not assumed a fiduciary responsibility in favor of the Commission with respect to the offering of the Bonds or the discussions, undertakings and procedures leading thereto (whether or not any Underwriter, or any affiliate of an Underwr iter, has provided or is currently providing services or advice to Commission on other matters), (iv) the only obligations the Underwriters have to the Commission with respect to the transaction contemplated hereby expressly are set forth in this Purchase Contract, and (v) the Commission and the Underwriters have consulted with their respective legal, financial and other advisors to the extent they deemed appropriate in connection with the offering of the Bonds. The Underwriters are not acting as a Municip al Advisor to the Commission (as defined in Section 15B of the Exchange Act of 1934, as amended) in connection with the matters contemplated by this Purchase Contract.
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Very truly yours,
Morgan Stanley & Co. LLC, as Representative

By: ___________________________________
Name: [_________]
Title: [_________]
Accepted as of the date first stated above:

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By:_________________________________
Name: [_________]
Title: [_________]

Approved as to Form:

DAVID CHIU
City Attorney
By:_________________________________
[_________], Deputy City Attorney

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SCHEDULE I

TO THE PURCHASE CONTRACT

MATURITY SCHEDULE
$[_________]
2024 SERIES _
(SSIP)
(Green Bonds)

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

C [To come.].
[Optional Redemption of 2024 Series _ Bonds. [To come.]]

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MATURITY SCHEDULE
$[_________]
2024 SERIES _
(Non-SSIP)

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

C [To come]
[Optional Redemption of 2024 Series _ Bonds. [To come.]]

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MATURITY SCHEDULE
$[_________]
2024 Series _
(__________)

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

C [To come.].
[Optional Redemption of 2024 Series _ Bonds. [To come.]]

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APPENDIX A

CITY CONTRACTING PROVISIONS

1. Nondiscrimination; Penalties.

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Each Underwriter is subject to the enforcement and penalty provisions in Chapter 12M.

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this Purchase Contract shall have the meanings assigned to such terms in Chapter 12T.

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

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APPENDIX B

In connection therewith, the undersigned has examined such documents, certificates and instruments as the undersigned deemed necessary for the purposes of this opinion, including, but not limited to, the Indenture, the Purchase Contract, dated [______] , 2024 (the “Purchase Contract”), by and between the Commission and Morgan Stanley & Co. LLC, as representative of the underwriters named therein, the Continuing Disclosure Certificate of the Commission, as executed and delivered on the date of delivery of the Bonds (“Continuing Disclosure Certificate”), Resolution No. [ ______] of the Commission adopted on [June 25] , 2024 (“Commission Resolution”), Ordinance No. 173- 20 of the Board of Supervisors of the City (the “ Board of Supervisors”) passed by two -thirds vote on September 29, 2020 (the “2020 Ordinance”), Ordinance No. 128-21 of the Board of Supervisors passed by two-thirds vote on July 27, 2021 (the “2021 Ordinance”), Ordinance No. 110-22 of the Board of Supervisors passed by two-thirds vote

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on June 14, 2022 (t he “2022 Ordinance”), Ordinance No. 181- 23 of the Board of Supervisors passed by two- thirds vote on July 25, 2023 (the “2023 Ordinance,” and, together with the 2020 Ordinance, the 2021 Ordinance, and the 2022 Ordinance, the “City Ordinance”) In reviewing t he documents and matters referred to above, the undersigned has not undertaken to verify independently and has assumed the accuracy of the factual matters represented, warranted or certified therein. The undersigned has examined the Charter of the City.

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

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

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

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

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

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6. To the best of the undersigned’s knowledge, except as otherwise disclosed in the Preliminary Official Statement and the Official Statement, neither the execution nor the delivery by the Commission of the Indenture, the Continuing Disclosure Certificate or the Purchase Contract, the adoption of the Commission Resolution, or the compliance by the Commission with such documents or authorizations, conflicts with or constitutes a material breach of, or default under, any applicable law or administrative regulation of the State or the United States, or any other statute or administrative rule or regulation, judgment, decree, order, license, permit, agreement or instrument to which the Commission is subject, which breach, default or conflict would have a material adverse effect on the ability of the Commission to pay the Bonds or perform its obligations under the Indenture, the Continuing Disclosure Certificate or the Purchase Contract.

Very truly yours,

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APPENDIX C

ISSUE PRICE CERTIFICATE
The undersigned, on behalf of Morgan Stanley & Co. LLC , on its own behalf and as representative (the “Representative”) of BofA Securities, Inc., J.P. Morgan Securities LLC , Jefferies LLC, Samuel A. Ramirez & Co., Inc. and Siebert Williams Shank & Co., LLC (together, the “Underwriting Group”), to the extent set forth herein, hereby certifies as set forth below with respect to the sale and issuance of the $[_________] aggregate principal amount of Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds, 2024 Series _ (SSIP) (Green Bonds), $[_________] aggregate principal amount of Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds, 2024 Series _ (Non-SSIP), and $[_________] aggregate principal amount of Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds 2024 Series _ (__________) (collectively, the “Bonds”).

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

2. Defined Terms.
(a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the “General Rule Maturities.”
(b) Issuer means the Public Utilities Commission of the City and County of San Francisco.
(c) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities.
(d) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term “related party” for purposes of this certificate means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (e) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is [ _____], 2024. (f) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).

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The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents the Representative’s interpretation of any laws, including specifically Sections 1 03 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate with respect to the Bonds and with respect to compliance with the federal income tax rules affecting the Bonds, and by Norton Rose Fulbright US LLP., in connection with rendering their respective opinions that the interest on the Bonds i s excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. The representations set forth herein are not necessarily based on personal knowledge and, in certain cases, the undersigned is relying on representations made by the other members of the Underwriting Group.

Morgan Stanley & Co. LLC, as Representative

By: __________________________________
Name:

Title:

Dated: [_________], 2024

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SCHEDULE A

SALE PRICES OF THE GENERAL RULE MATURITIES
(Attached)
Norton Rose Fulbright US LLP – Draft of 5/31/2024
139671816.4 1
ESCROW AGREEMENT ([2018B] Bonds and [2023B] Bonds)

RELATED TO

REFUNDING AND DEFEASANCE OF CERTAIN

PUBLIC UTILITIES COMMISSION

OF THE CITY AND COUNTY OF SAN FRANCISCO

WASTEWATER REVENUE BONDS,
[2018 SERIES B]

AND

PUBLIC UTILITIES COMMISSION

OF THE CITY AND COUNTY OF SAN FRANCISCO

WASTEWATER REVENUE BONDS,
[2023 SERIES B (NON-SSIP)]
THIS ESCROW AGREEMENT ([2018B Bonds and 2023B] Bonds), dated as of July 1, 2024, is by and between the PUBLIC UTILI TIES CO MMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO (the “Commission”), a commission duly constituted under the Charter (the “Charter ”) of the City and County of San Francisco (the “ City”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association duly organized and existing under and by virtue of the laws of the United States of America, as escrow agent hereunder (the “Escrow Agent ”) and as successor trustee with respect to the Defeased Bonds referred to below (the “Trustee”).

W ITNESSET H:

WHEREAS, at a duly called and held election on November 5, 2002, a majority of voters voting on the measure approved Proposition E , codified as Article VIIIB of the Charter (“Article VIIIB”), which, among other things, authorized the Commission to issue its revenue bonds, including notes, commerc ial paper or other forms of indebtedness , including refunding 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, repairing or impr oving water fa cilities or clean water facilities, or combinations of water and clean water facilities under the jurisdiction of the Commission, subject to the satisfaction of certain conditions; and
WHEREAS, pursuant to Article VIIIB , and various ordina nces and resolutions adopted by the Board and the Commission thereunder, the Commission has previously issued, under that certain Indenture, dated as of January 1, 2003, by and between the Commission and the Trustee, as further supplemented and amended (the “Indenture”), among other bonds, its: (i) Wastewater Revenue Bonds, [ 2018 Series B ] (the “2018 Bonds”), in the aggregate principal amount of $________, of which $_____ princ ipal amount remains outstanding and (ii) Wastewater

139671816.4 2
Revenue Bonds, [ 2023 Series B (N on-SSIP)] (the “2023 Bonds”), in the aggregate principal amount of $________, of which $_____ principal amount remains outstanding; and WHEREAS, on July 25, 2023 the Board of Supervisors of the City passed Ordinance No. 181-23, by a two- thirds vote, author izing, among other things, the issuance of wastewater revenue bonds, including notes, commercial paper or other forms of indebtedness, including refunding indebtedness by the Commission; and
WHEREAS, under the authority granted under Artic le VIIIB (as sup plemented by California Government Code Sections 53580 et seq.), and O rdinance No. 181- 23, the Commission adopted its Resolution No. 24- _____, approving, among other issuances , the issuance of one or more series or subse ries of wastewater revenue bonds designated Wastewater Revenue Bonds, 2024 Series B (Non-SSIP) (Federally Taxable) (the “2024B Bonds ”), for the purposes of financing the costs of defeasing and refunding a portion of the outstanding [ 2018 Bonds] and the outstan ding [2023 Bonds ], (the “Southea st Community Center Refunding Project”), financing capital costs related to the Southeast Community Center project, financing capitalized interest and paying costs of issuance related thereto, in an aggregate principal amount not to exceed $125,000,000; and
WHEREAS, the 2024B Bonds are being issued and secured pursuant to the terms of an Eighteenth Supplemental Indenture, dated as of July 1, 2024; and WHEREAS, a portion of t he 2024B Bonds will be deposited with the Escrow Agent for the purpose of defeas ing and refunding: (a) a portion of t he 2018 Bonds (such portion of the 2018 Bonds being defeased , the “2018 Defeased Bonds”), and (b) a portion of the 2023 Bonds (such portion of the 2023 Bonds being defeased, the “2023 Defeased Bonds” and, together with the 2018 Defeased Bonds , the “ Defeased Bonds”), all as more specifically shown in Exhibit A attached hereto; and
WHEREAS, by irrevocably depositing with the E scrow Agent a portion of the proceeds of the 2024B Bonds[, together with certain other available funds relating to the Defeased Bonds], and directing the Escrow Agent to invest such amounts in certain federal securities satisfying the criteria set f orth in Section 10.02 of the Inde nture (as further detailed in Exhibit C attached hereto, the “Initial Federal Securities”), the Escrow Agent will have sufficient moneys to pay the principal and interest becoming due on the Defeased Bonds on each interest payment date therefor on and before the respective redemption dates of such Defeased Bonds , and pay the redemption price (i.e., 100 % of the pri ncipal amount) of the Defeased Bonds to be redeemed on the respective redemption dates therefor; and
WHEREAS, the Escrow Agent, in reliance on the verification report prepar ed by ____________ (the “Verification Report ”), which Verific ation Report shows that the Initial Federal Securities and un-invested cash in the Escrow Fund (hereinafter defined) are sufficient to provide for the timely payment of the Defeased Bonds , has determined that the Escrow Fund is sufficient for such purpose; and
NOW THEREF ORE, in consideration of the mutual covenants and agreements herein contained, the Commission and the Escrow Agent agree as follows:

139671816.4 3
SECTION 1. Establishment of Escrow Fund. There is hereby created and established with the Escrow Agent a special, segregated and irrevocable escrow fund rel ating exclusively to the Defeased Bonds (the “Escrow Fund”) to be held in the custody of the Escrow Agent in escrow for the benefit of the registered owners of the Defeased Bonds , separate and apart fro m other funds of the Commission. Within the Escrow Fund, th e Escrow Agent shall create two separate accounts: (i) one relating exclusively to the 2018 Defeased Bonds (the “2018 Escrow Account”); and (ii) one relating exclusively to the 2023 Defeased Bonds (the “2018 Escrow Account”).

SECTION 2. Deposit of Moneys. The Commission hereby irrevocably deposits with the Escrow Agent the amount of $_______ in the Escrow Fund, representing a portion of the proceeds of the 2024B Bonds, such deposited amount to be more specifically allocated to the two accounts within the Escrow Fund as follows: (i) a t otal of $________ to be allocated to the 2018 Escrow Account ; and (ii) a total of $ _________ to be allocated to the 2023 Escrow Account..

The moneys in the Escrow Fund (and the two accounts therein) shall be applied solely as provided in this Escrow Agreement . The Commission has determined in reliance on the Verification Report that the moneys set forth above are at least equal to an amount sufficient to defease the Defeased B onds by paying w hen due the amo unts shown in Exhibit B attached hereto.

SECTION 3. Application of Moneys in the Escrow Fund. The Escrow Ag ent acknowledges receipt of the moneys described in Section 2 in the Escrow Fund and agrees , on ________, 2024, to use (i) $________ of such m oneys to purcha se, on behalf of and for the account of the Commission, t he Initial Federal Securities, and to hold $ _______ as un-invested cash in relation to the 2018 Escrow Account, and (ii) $________ of such moneys to purchase, on behalf of and for the account of the Commission, t he Initial Federal Securities, and to hold $_______ as un -invested cash in relation to the 2023 Escrow Account , (such Initial Federal Securities and un -invested cash for each Escrow Account within the Escrow all as more specifically described in Exhibit C).
[Subject t o the conditions set forth in the next sentenc e, the Escro w Agent shall apply amounts received from the investment of the Initial Federal Securities and the un -invested cash described above to purchase, on behalf of and for the a ccount of the Commission, t he U .S.

Treasury Securities, State and Local G overnment Se ries Securities – Time Deposit (“SLGs”) bearing interest at the then prevailing ma ximum SLGs rate or 0 .00% per annum whichever is greater (as further detailed in Exhibit C attached hereto, the “Reinvest ment SLGs” and designated as such on Exhibit C). The Escrow Agent’s obligation to acquire the Reinvestment SLGs is conditioned upon (i) the availability of receipts from the Initial Federal Sec urities and such un-invested cash to acquire the Reinvestment SLGs , and (ii) the availability of U nited States Treasury, State and Local Govern ment Series, Time D eposit Securities on each of the purchase dates designated on Exhibit C.]
The Initial Federal Securities [and Reinvestment SLGs] are not or will not be subject to redemption and are or will be scheduled to mature on or before the times when they will be

139671816.4 4
required for the payment of the principal and interest becoming due on the applicable Defeased Bonds as shown in Exhibit B.

SECTION 4. Payment of the Defeased Bonds.
(a) Payment of the Defeased Bonds . T he moneys on deposit in the Escrow Fund (including moneys from the maturing principal of the Initial F ederal Securities [ and Reinvestment SLGS] (or other Federal Securities hereafter deposited therein in accordance with Section 8) and the investment income and other earnings thereon) shall be applied by the Escrow Agent as follows:
(i) The Escrow Agent shall apply the amounts on deposit in the 2018 Escrow Account to pay (x) interest on the 2018 Defeased Bonds becoming due and payable on and prior to [April 1, 2028] (y) principal of the 2018 Defeased Bonds maturing on October 1, [2026], on such date, and (z) the redemption price of 100% of the principal amount of such 2018 Defeased Bonds to be redeemed , plus accrued interest thereon, without premium, on [April 1, 2028]; and
(ii) The Escrow Agent shall apply the amounts on deposit in the 2023 Escrow Account to pay (x) interest on the 2023 Defeased Bonds becoming due and payabl e on and prior t o [ October 1, 2032]. (y) principal of the 2023 Defeased Bonds maturing on October 1, [2026], on such date, and (z) the redemption price of 100% of the principal amount of such 2023 Defeased Bonds to be redeemed , plus accrued interest thereon, without premium, on [October 1, 2032],
all as shown in the disbursement requirements set forth in Exhibit B. (b) Priority of Payments. The Owners of the Defeased Bonds of each sub-series shall have a lien on, and the Commission hereby irrevocably pledges and grants a se curity interest in, the moneys and securities in the Escrow Fund which are allocable and sufficient to repay the Defeased Bonds of such sub-series, in accordance with t his Escrow Agreement, until such moneys and such securities are used and applied as provided in this Escrow Agreement. (c) Transfer of Excess Funds in Escrow Fund. Any amounts remaining in the Escrow Fund following payment in full of all Defeased Bonds shall be transferred by the Escrow Agent to or at the direction of the Commission.

SECTION 5. Irrevocable Instructions to Provide Notice; Incorporation of Definitions in Indenture; Application of Certain Terms of Indenture.
(a) Irrevocable Instructions to Provide Notice . The Commission hereby irrevocably instructs the Escrow Agent (as Trustee for the Defeased Bonds) to:
(1) provide, within three (3) business days of t he date of deposit of amounts pursuant to Section 2 hereof, notice substantia lly in the form s set forth in Exh ibit D attached hereto, that an irrevocable deposit has been made with the Escrow Agent and that the Defeased Bonds have been deemed to be paid in accordance with the Indenture, (i) by mail to the registered owners of the Defeased Bonds , (ii) by mail to th e Securities

139671816.4 5
Depositories, (iii) by mail to one or more Information Ser vices and (iv) by electroni c means of communication to the Municipal Securi ties Rulemaking Board (“MSRB”) through the Electronic Municipal Market Access System (referred to as “EMMA”), at www.emma.msrb.org; and
(2) provide, at least thirty (30) days but not more than sixt y (60) days prior to the applicable redemption date for each sub- series of the Defeased Bonds , notice substantially in the forms set forth in Exhibit E attached hereto, of the redemption of the Defeased Bonds designated for redemption on such date (i) by m ail to the registered owners of the Defeased Bonds , (ii) by mail to the Securities Depositories, (iii) by mail to one or more Information Services and (iv) by electronic means of communication to the MSRB through EMMA, at www.emma.msrb.org, all in accordance with the Indenture. (b) Incorporation of Definitions . Cap italized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Indenture. (c) Application of Certain Terms . All of the terms of the Indenture relating to the making of payments of principal , interest and redemption price with respect to the applicable Defeased Bonds and relating to the notices of defeasance and redemption are incorporated in this Escrow Agreement as if set forth in full herein. The procedures set forth in the Indenture relating to the resignation and removal of the Trustee thereunder are also incorporated in this Escrow Agreement as if set forth in full herein and shall be the procedures to be followed with respect to any resignation or removal of the Escrow Agent hereunder.

SECTION 6. Performance of Duties . The Esc row Agent agrees to perform only the duties set forth herein and shall have no r esponsibility to take any acti on or omit to take any action not set forth herein; provided that t he Escrow Agent hereby confirms that it will take all actions required to be ta ken by it under the Indenture and this Escrow Agreement in order to effectuate the defeasance, redemption and payment of the Defeased Bonds as provided herein.

SECTION 7. Escrow Agent’s Authorit y to Make Investments. Except as provided in Section 8 of this Escrow Agreement, the Escrow Agent shall have no power or duty to invest any funds held under this Es crow Agreement or to sell, transfer or otherwise dispose of the moneys held hereunder.

SECTION 8. Investment of Funds in the Escrow Fund.
(a) Except as otherwise provided in Sec tion 2 hereof, amounts held in the Escrow Fund under this Escrow Agreement may be invested only in United Stat es treasury notes, bonds, bills or certificates of indebtedness, or obligations for which the faith and credit of the United States of America are pledged for the payment of principal and interest (including obligations issued or held in book- entry form an d securities that represent an undivided interest in such direct obligations); any securities now or hereafter authorized, both the principal of a nd interest on which is guaranteed directly by the full faith and credit of t he United States of America, and including interest strips held in book- entry form by the Federal Reserve Bank of N ew York of bonds issued by the Resolution Funding Corporation; bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies, provided that such

139671816.4 6
obligations are backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been stripped by the agency itself): (i) direct obligations or. fully guaranteed certific ates of beneficial ownership of the U.S. Export -Import Bank, (ii) certificates of beneficial ownership of the Rural Economic Community Development Administration (formerly the Farmers Home Administration), (iii) obligations of the Federal Financing Bank, ( iv) debentures of the Federal Housing Administration; (v) participation certificates of t he General Services Administration, (vi) guaranteed Title XI financings of the U.S. Maritime Administration, and (vii) project notes, local authority bonds, new communities debentures and U.S. public housing notes and bonds of the U.S. Depa rtment of H ousing and Urban Development. The obligations described in the preceding sentence are herein referred to collectively as “Federal Securities.”
(b) At the di rection of the Com mission, the Escrow Agent shall redeem, transfer or exchange the Initial Federal Securiti es[, Reinvestment SLGs] or any Federal Securities that are then held as an investment of the Escrow Fund and reinvest the proceeds thereof, together with the other moneys held in such Escr ow Fund in Federal Securities, and may release to th e Commission the excess amount then resulting in the Escrow Fund provided that the Commission delivers to the Escrow Agent the following:
(i) an opinion of an independent cert ified public accountant to the ef fect that, after such reinvestment the principal amo unt of Federal S ecurities, together with the interest thereon and other available moneys held in the Escrow Fund, will be sufficient without reinvestment to pay inte rest o n, and the principal or redemption price of, the Defeased Bonds as provided in Section 4 hereof; and
(ii) an unqualified opinion of nationally recognized municipal bond counsel to the effect that (a) such investment will not cause either the Defeased Bonds issued under the Indenture to be “arbitrage bonds” within the meaning of Section 148 of t he Internal Revenue Code of 1986, as amended (the “Code”), and the regulations thereunder in effect on the date of such investment, or otherwise cause the interest on any of such bonds (no t designated as taxable bonds) to be included in the gross income of the recipients thereof for federal income tax purposes, and (b) such reinvest ment complies with the Constitution and laws of the State of California and w ith all relevant documents relati ng to the issuance of the Defeased Bonds.
(c) If, at any time, the Initial Federal Secur ities[, Reinvestment SLGs] or o ther Federal Securities then held as an investment o f the Escrow Fund mature or payments are made thereon to the Escrow Agent or the Escrow Agent otherwise holds or receives cash in advance of the time same cash is needed to make payment on the Defeased Bonds , such amounts shall be held uninvested unless the Escrow Agent has received written instructions from the Commission directing the investment of such amounts and all of the following requirements have been met:
(i) such moneys shall be invested only in Federal Securities that mature not later than the date on which the funds invested therein will be needed to make payments on the Defeased Bonds;

139671816.4 7
(ii) such moneys shall be invested only in Federal Securities that mature in an amount, together with interest thereon, not less than the full amount paid by Escrow Agent to acquire such investments;
(iii) prior to any such reinvestment, the Escrow Agent shall r eceive from the Commission or the Commission’s municipal advisor a cert ificate to the e ffect that the investments to b e acquired by the Escrow Agent meet the requirements of Subsections 8(c)(i) and 8(c)(ii) above; and
(iv) if the yield on the securitie s purchas ed as part of such reinvestment is greater than 0.00% or the reinvestment is being made pursuant to an agreement providing for the purchase of Federal Securities at a future time or times (other than the Reinvestment SLGs required in Section 3 above), then prior to any such reinvestment, the Commission shall deliver to the Es crow Agent an unqualified opinion of nationally recognized municipal bond counsel to the effect that such reinvestment will not cause either the Defeased Bonds issued under the Indentur e to be “arbitrage bonds” within the meaning of Section 148 of the Code , and the regulations thereunder in effect on the date of such investment, or otherwise cause the interest on any of such bonds (not designated as taxable bonds) to be included in the gross income of the recipients thereof f or federal income tax purposes; provided that, i f such investment is made pursuant to the terms of an agreement between the Escrow Agent and a supplier of securiti es which agreement is entered into by the Escrow Agent at the written direction of the Commission and provides for investments to be provided at a future time or times, then the requirement set forth in this Subsection 8(c)(iv) shall be met if the opinion described herein is provided prior to the time the agr eement is entered into and relates to all investments made in accordanc e with the terms of such agreement.
(d) In addition to the requirements and restrictions set forth above in subsection (c) of this Section 8, if the Defeased Bonds then carry a rating assigned by Moody’s and/or Standard & Poor’s on the basis of the security pr ovided by the Escrow Fund, then the Commission shall not direct the Escrow Agent to enter into an agreement providing for the purchase of securitie s at a future time or times as an inve stment of the Escrow Fund unless prior to the time the Escrow Agent enters into such agreement, the Commission has been notified, in writing or other wise, by the rating agency or agencies then maintaining such rating or ratings that entering int o the agreement will not cause the rating or ratings then assigned to the Defeased Bonds to be reduced or withdrawn.

SECTION 9. Indemnity. The Commission hereby assumes liability for, and hereby agrees (whether or not any of the transactio ns contemplated hereby are consummated) to indemnify, protect, save and keep harmless , the Escrow Agent and i ts respective su ccessors, assigns, agents, officers, directors, employees and servants, from and against any and all liabilities, obligations, loss es, damages, penalties, claims, action s, suits, costs, expenses and disbursements (including reasonable legal fees and disbur sements) of whatever kind and nature which may be imposed on, incurred by, or asserted against, the Escrow Agent at any time (whether or not also indemnified against the same by the Commission or any other person under any other agree ment o r instrument, but without double indemnity) in any way relating to or arising out of the execution, delivery and performance of this Escrow Agreeme nt, the

139671816.4 8
establishment hereu nder of the Escrow Fund, the acceptance of the funds and securities deposited therein, and any payment, trans fer or other application of moneys or securities by the Escrow Agent in accordance with the provisions of this Escrow Agreement; provided, however, that the C ommission shall not be required to indemnify the Escrow Agent aga inst the Escrow Agent’s own negli gence or willful misconduct or the negligence or willful misconduct of the Escrow Agent’s respective agents and employees or the willful breach by the Escrow Agent of the terms of this Escrow Agreement. In no event shall t he Commission or the Escrow Agent be liable to any person by reason of the transactions contemplated hereby other than to each other as set forth in this Section. The indemnities contained i n this Section shall survive the termination of this Escrow Agreement.

SECTION 10. Responsibilities of Escrow Agent. The Escrow Agent and its agents and servants shall not be held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the execution and delivery of this Escrow Agreement, the establishme nt of the Escrow Fund, the acceptance of the moneys or securities deposited therein, or any payment, transfer or other application of moneys or obl igations by the Escrow Agent in accord ance with the provisions of this Escrow Agreement or by reason of any non-negligent act, non-negligent omission or non- negligent error of the Escrow Agent made in good faith in the conduct of its duties. The recitals of fact contained in the “Whereas” clauses herein shall be taken as the statements of the Commission, a nd the Escrow Agent as sumes no re sponsibility for the correctness thereof. The Escrow Agent makes no representation as to the validity of this Escrow Agreement as to the Commissio n and, exce pt as otherwise provided herein, the Escrow Agent shall incur no liability in respect t hereof. Th e Escrow Agent shall not be liable in connection with the performance of its duties under this Escrow Agreement except f or its own negligence, willful misconduct or willful breach, and the duties and obligations of the Escr ow Agent shall be determined by t he express provisions of this Escrow Agreement. The Escrow Agent shall be under no obligation to inquire into or be in any way responsible for the performance or nonperformance by the Commission of its obligations. The Es crow A gent may consult with counsel, who may or may not be counsel to the Commission, and in reliance upon the written opinion of such counsel shall have full and complete authoriz ation and protection in respect of any action taken, suffered or omitted by it in good faith in ac cordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omit ting any ac tion under this Escrow Agreement, such matter may be deemed to be conclusively established by a ce rtificate signed by the General Manager and the Assistant General Manager, Business Services of the Commission.

SECTION 11. Amendments. This Escrow Agreement is made for the benefit of the Commission and the Owners from time to time o f the Defeased Bonds and it shall not be repealed, revoked, altered or amended without the written consent of all such Owners, the Escrow Agent and the C ommission; provided, howeve r, that the Commission and the Escrow Agent may, without the consent of, or notice to, such Owners, amend this Escrow Agreement or enter into such agreements supplemental to this Escrow Agreement as shall not adversely affect the rights of such Owners and as shall no t be inconsistent with the terms and provisions of this Escrow Agreement or the Indenture, for any one or more of the following purposes: (i) to cure any ambiguity or formal defect or omission in this Escrow Agreement; (ii) to grant to, or confe r upon, the Escrow Agent for the benefit of the Owners of the Defeased Bonds , any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such

139671816.4 9
Owners or the Escrow Agent; and (iii) to include under this Escrow Agreement additional funds, securities or properties. The Escrow Agent shall be en titled to rely c onclusively upon an unqualified opinion of nationally recognized municipal bond attorneys with respect to compliance with this Section, including the extent, if any, to which any change, modification, addition or elimination affects the rig hts of the Owner s of the Defeased Bonds or that any instrument executed hereunder complies with the conditions and provisions of this Section.

SECTION 12. Term. This Escrow Agreement sh all commence upon its execution and delivery and shall terminate on the date on which the Defeased Bonds shall have been paid in full in accordance with this Escrow Agreement and any amounts remaining in the Escrow Fund shall hav e been paid to the Commissi on as requi red under Section 4(c) of this Escrow Agreement.

SECTION 13. Compensation. T he Escrow Agent shall receive its reasonable fees and expenses as previously agreed to by the Escrow Agent and the Commission; provided, however, that under no circumstances shall the Escrow Agent be entitled to any lien whatsoever on any moneys or obligat ions i n the Escrow Fund for the payment of fees and expenses for services rendered or expenses incurred by the Escrow Agent under this Escrow Agreement. Failure to receive its reasonable fees and e xpenses shall not rel ease the Escrow A gent from any of its obligations and duties under this Escrow Agreement.

SECTION 14. Severability. If any one or more of the covenants or agreements provided in this Escrow Agreement on the part of the Commission or the E scrow Agent to be performed should be determined by a court of competen t jurisdiction to be contra ry to law, such covenants or agreements shall be null and void and shall be deemed separate from the remaining covenants and agreements herein contained and s hall in no way affect the validity of the remaining provisions of this Escrow Agreement.

SECTION 15. Governing Law. THIS ESCROW AGREEMENT SHALL BE CONSTRUED UNDER THE LAWS OF THE STATE OF CALIFORNIA.

SECTION 16. Insufficient Funds . If at an y time the moneys and investments in t he Escrow Fund, including the anticipated proceeds of the Initial Federal Securities [, the Reinvestment SLGs] or any future Federal Securities pursuant to Section 8 hereof, and earnings thereon, will not be sufficient to make all payments required by this Escrow Agreement, the Escrow Agent shall notify the Commission in writing[ , by mail or electronic communication , no later than [three (3) business days] ] upon obtaining actual knowledge of such insuffic iency of funds or failure to receive inst ructions, of the amount thereof and, to the extent known to it, the reason therefor, provided the Es crow Agent shall not be liable for any delay or failure to notify the Commission of such events.

SECTION 17. Count erparts. This Escrow Agreement may be ex ecuted in sev eral counterparts, all or any of which shall be regarded for all purpos es as an original but all of which shall constitute and be but one and the same instrument.

SECTION 19. Notification to Moody’s and S&P . The Commission hereby directs the Escrow Agent to notify Moody’s Investor’s Service and S&P Global Ratings of any amendment

139671816.4 10
to this A greement by mail at the following addresses: Moody’s Investors Service, Seven Worl d Trade Center, New York, New Yor k 10004, Attention: Public Finance Depar tment, and Standard & Poor’s Ratings Services, 55 Water Street, New York, New York 10041, Attention:

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

139671816.4 S-1
IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be executed by their duly authorized officers as of the date first above written.

U.S. BANK TRUST COMPANY, NATIONAL

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

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By: ______________________________________
Nancy L. Hom
CFO and AGM Business Services
Approved as to form:

David Chiu, City Attorney
By: ________________________________
Katherine Ortega, Deputy City Attorney

139671816.4 A-1

EXHIBIT A

DEFEASED BONDS
Public Utilities Commission
of the City and County of San Francisco
Wastewater Revenue Bonds,
2018 Series [B]
Maturity
Outstanding
Principal
Amount Interest Rate
CUSIP
(Base No.
______)
Principal
Amount to be
Defeased
Maturity/Redemption
Date
10/1/20__ $ % $
10/1/20__
10/1/20__
Total: $ $

Public Utilities Commission
of the City and County of San Francisco
Wastewater Revenue Bonds,
2023 Series [B (Non-SSIP)]
Maturity
Outstanding
Principal
Amount Interest Rate
CUSIP
(Base No.
_____)
Principal
Amount to be
Defeased
Maturity/Redemption
Date
10/1/20__ $ % $
10/1/20__
10/1/20__
Total: $ $

139671816.4 B-1

EXHIBIT B

DISBURSEMENT REQUIREMENTS

Public Utilities Commission
of the City and County of San Francisco
Wastewater Revenue Bonds,
2018 Series [B]
Period Ending Principal Interest Total

Public Utilities Commission
of the City and County of San Francisco
Wastewater Revenue Bonds,
2023 Series [B (Non-SSIP)]
Period Ending Principal Interest Total

139671816.4 C-1

EXHIBIT C

INITIAL FEDERAL SECURITIES

2018 ESCROW ACCOUNT
Type of
Security
Maturity
Date
Par
Amount Rate Total Cost

Cash Deposit: $_____
2023 ESCROW ACCOUNT
Type of
Security
Maturity
Date
Par
Amount Rate Total Cost

Cash Deposit: $_____

D-1

EXHIBIT D

FORM OF DEFEASANCE NOTICES TO BE DELIVERED

NOTICE OF DEFEASANCE

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO

WASTEWATER REVENUE BONDS,
2018 SERIES [B]
NOTICE IS HEREBY GIVEN to the owners of the above -captioned bonds (the “ 2018 Bonds”) that the P ublic Utilities Commiss ion of the City and County of San Francisco (the “Commission” ) has deposited with U.S.

Bank Trust Company, National Association, the successor trustee for the 2018 Bonds (the “Trustee”) under the Indenture, originally dated as of January 1, 2003, by and be tween the Commission and the Trustee, as further amended and supplemented, including as supplemented by that [Seventh/Eighth] Supplemental Indenture, dated as of August 1, 2018 (collectively, the “Indenture”), cash and noncallable bonds or other obligations which as to principal and interest constitute direct obligations of, or are guaranteed directly by the full faith and credit of, the United States of America, paying interest and principal in an amount which, together with the amounts held as cash, shall be fully suffic ient to (i) interest on such portion of the 2018 Bonds as more fully identified in the table below (the “Defeased 2018 Bonds”) as the same shall become due on and prior to [April 1, 2028], (ii) the principal amount of the Defeased 2018 Bonds maturing on October 1, [2026] , and (iii) the redemption price of 100% of the principal amount of such Defeased 2018 Bonds to be redeemed, plus accrued interest thereon, without premium, on [April 1, 2028].

Defeased 2018 Bonds
Maturity Date
(October 1)
Principal
Amount
Interest
Rate
CUSIP
Number

In accor dance with the Indenture, all liability of t he Commission in respect of such Defeased 2018 Bonds shall cease and terminate and be completely discharged and satisfied and all payments of the interest on, and the principal or redemption price of, such Defeased 2018 Bonds shall be paid only from moneys on deposi t with the Trustee and available as aforesaid.

DATED this ____ day of _______, 2024.

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

139671816.4 D-2

NOTICE OF DEFEASANCE

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO

WASTEWATER REVENUE BONDS,
2023 SERIES [B (NON-SSIP)]
NOTICE IS HEREBY GIVEN to the owners of the above -captioned bonds (the “ 2023 Bonds”) that the P ublic Utilities Commission of the City and County of San Francisco (the “C ommission”) has deposited with U.S.

Bank Trust Company, National Association, the successor trustee for the 2023 Bonds (the “Trustee”) under the Indenture, originally dated as of January 1, 2003, by and between the Commission and the Trustee, as further amended and supple mented, including as supplemented by that Fifteenth Supplemental Indenture, dated as o f April 1, 2023 (collectively, the “Indenture”), cash and noncallable bonds or other obligations which as to principal and interest constitute direct obligations of, or are guaranteed directly by the full faith and credit of, the United States of America, paying interest and principal in an amount which, together with the amounts held as cash, shall be fully sufficient to pay (i) interest on such portion of the 2023 Bonds as more fully identified in the table below (the “ Defeased 2023 Bonds”) as the same shall become due on and prior to [October 1, 2032], (ii) the principal amount of the Defeased 2023 Bonds maturing on October 1, [2026], and (iii) the redemption price of 100% of the principal amount of such Defeased 2023 Bonds to be redeemed, plus accrued interest thereon, without premium, on [October 1, 2032].

Defeased 2023 Bonds
Maturity Date
(October 1)
Principal
Amount
Interest
Rate
CUSIP
Number

In accordance with the Indenture, all liability of t he Commission in respect of su ch Defeased 2023 Bonds shall cease and terminate and be completely discharged a nd satisfied and all payments of the interest on, and the principal or redemption price of, such Defeased 2023 Bonds shall be paid only from moneys on deposi t with the Trustee and available as aforesaid.

DATED this ____ day of _______, 2024.

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

E-1

EXHIBIT E

FORM OF REDEMPTION NOTICES TO BE DELIVERED

NOTICE OF REDEMPTION

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO

WASTEWATER REVENUE BONDS,
2018 SERIES [B]
(Redemption Date: _______ __, 20__)
NOTICE IS HEREBY GIVEN pursuant to the terms of the Indenture, originally dated as of January 1, 2003, by and between Public Utilities Commission of the City and County of San Francisco (the “Commission”) and U.S. Bank Trust Company, National Associati on, as successor trustee (the “Trustee”) , as further amended and supplemented, including as supplemented by a [Seventh/ Eighth] Supplemental Indenture, dated as of August 1, 2018 (collectively, the “Indenture”) , under which the Commission’s Wastewater Revenue Bonds, 2018 Series [B] (the “ 2018 Bonds”) we re issued, that such portion of the 2018 Bonds identified below (the “Refunded Bonds”), issued on August 9, 2018, have been called for redempti on on _________ __, 20__ (the “Redemption Date”) at the redemption price listed bel ow (expressed as a percent age of the principal amount thereof) (the “Redemption Price”) together with interest accrued to the Redemption Date.

Refunded Bonds
CUSIP*
(Base No. _____)
Maturity Date
(October 1)
Principal Amount
to be Redeemed
Interest
Rate
Redemption
Price

Payment of the Redemption Pri ce of the Refunded Bonds to be redeemed on _________ __, 20__ will be made by t he Trustee by wire transfer to th e registered holder thereof, Cede & Co., as nominee of The Depository Trust Company, without presentation. On the Redemption Date, there will become due and payable on each of the Re funded Bonds the principal amount thereo f, together with interest accrued thereon to the Redemption Date, without premium, and from and after the Redemption Date, interest on the Refund ed Bonds shall cease to accrue.

REQUIREMENT INFORMATION
For a list of r edemption requirements please visit our website at www.usbank.com/corpora tetrust and click on the “Bondholder Information” link.

IMPORTANT NOTICE
Federal law requires the Trustee to wit hhold taxes at the applicable ra te from the payment if an IRS Form W-9 or applicable IRS Form W -8 is not provided. Please visit www.irs.gov for additional information on the tax forms and instructions.
* The CUSIP numbers have been assigned by CUSIP Global Services, managed by FactSet Re search Systems Inc. on behalf of The American Bankers Association, and are included solely for the convenience of the bondholders. Neither the Commission nor the Trustee shall be responsible for the selection or use of the CUSIP numbers nor is any representation made as to the correctness of such numbers herein or on the bonds.

Date of Notice: ______________, 20__
By: U.S. Bank Trust Company, National Association, as Trustee

139671816.4 E-2

NOTICE OF REDEMPTION

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO

WASTEWATER REVENUE BONDS,
2023 SERIES [B (NON-SSIP)]
(Redemption Date: _______ __, 20__)
NOTICE IS HEREBY GIVEN pursuant to the terms of the Indenture, originally dated as of January 1, 2003, by and between Public Utilities Commission of the City and County of San Francisco (the “Commission”) and U.S. Bank Trust Company, National Association, as successor trustee (the “Trustee”) , as further amended and supplemented, including as supplemented by a Fifteenth Supplemental Indenture, dated as of April 1, 2023 (collectively, the “Indenture”) , under which the Commission’s Wastewater Revenue Bonds, 2023 Series [B (non-SSIP)] (the “ 2023 Bonds”) we re issued, that such portion of the 2023 Bonds iden tified below (the “Refunded Bonds”), issued on Ap ril 19, 2023, have been called for redempti on on _________ __, 20__ (the “Redemption Date”) at the redemption price listed below (expressed as a percent age of the principal amount thereof) (the “Redemption Price”) together with interest accrued to the Redemption Date.

Refunded Bonds
CUSIP*
(Base No. _____)
Maturity Date
(October 1)
Principal Amount
to be Redeemed
Interest
Rate
Redemption
Price

Payment of the Redemption Price of the Refunded Bonds to be redeemed on _________ __, 20__ will be made by t he Trustee by wire transfer to th e registered holder thereof, Cede & Co., as nominee of The Depository Trust Company, without presentation. On the Redemption Date, there will become due and payable on each of the Re funded Bonds the principal amount thereo f, together with interest accrued thereon to the Redemption Date, without premium, and from and after the Redemption Date, interest on the Refunded Bonds shall cease to accrue.

REQUIREMENT INFORMATION
For a list of r edemption requirements please visit our website at www.usbank.com/corpora tetrust and click on the “Bondholder Information” link.

IMPORTANT NOTICE
Federal law requires the Trustee to wit hhold taxes at the applicable rate fr om the payment i f an IRS Form W-9 or applicable IRS Form W -8 is not provided. Please visit www.irs.gov for additional information on the tax forms and instructions.
* The CUSIP numbers have been assigned by CUSIP Global Services, managed by FactSet Research Systems Inc. on behalf of The American Bankers Association, and are included solely for the convenience of the bondholders. Neither the Commission nor the Trustee shall be responsible for the selection or use of the CUSIP numbers nor is any representation made as to the correctness of such numbers herein or on the bonds.

Date of Notice: ______________, 20__
By: U.S. Bank Trust Company, National Association, as Trustee

CleanPowerSF Sfpuc CommissionJune 25, 2024

CleanPowerSF Sfpuc Commission
June 25, 2024