Approve, in support of the San Francisco Public Utilities Commission’s Water Enterprise — CleanPowerSF Sfpuc Commission, February 11, 2025 (part 2 of 2)

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IN WITNESS WHEREOF, the PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO has caused this Master Commercial Paper Note to be executed in its name and on its behalf by its General Manager and countersigned by its Secretary, and the seal of said Public Utilities Commission of the City and County to be imprinted or reproduced by facsimile hereon, and this Master Commercial Paper Note to be dated as of the 18 th day of February, 2025.

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By:

Dennis J. Herrera
General Manager
[SEAL]
Countersigned
By:

Secretary

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CERTIFICATE OF AUTHENTICATION
This is the Master Commercial Paper Note described in the within -mentioned Agreement.

Dated: February 18, 2025
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Issuing and Paying Agent
By:

Authorized Officer

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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto

(Name, address, and Taxpayer Identification Number of Assignee) this Master Commercial Paper Note and all rights thereunder, hereby irrevocably constituting and appointing ____________________ attorney to transfer said Master Commercial Paper Note on the books of the Commission with full power of substitution in the premises.

Dated:

Signature(s) Guaranteed
Notice: The signature on this assignment must
correspond with the name as written upon the face of
this Master Comm ercial Paper Note, in every
particular, without alteration or enlargement or any
change whatsoever.

Unless this Master Commercial Paper Note is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to th e Commission or its agent for registration of transfer, exchange, or payment, and any Master Commercial Paper Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof Cede & Co., has an interest herein.

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EXHIBIT B-2

FORM OF SUBSERIES A-4-T MASTER NOTE

Unless this certificate is presented by an authorized representative of The Depository Trust Company (“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 such other name as 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 officer of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since the Registered Owner hereof, CEDE & CO., has an interest herein.

PUBLIC UTILITIES COMMISSION

OF THE CITY AND COUNTY OF SAN FRANCISCO

COMMERCIAL PAPER NOTES
(WATER SERIES, PROPOSITION E)
TAXABLE SUBSERIES A-4
No. DTC Master Note 1
Registered Owner: CEDE & CO.

Principal Sum : Not to Exceed $150,000,000 Outstanding When Combined With Tax-Exempt Subseries A-4 Notes
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 t he City and County of San Francisco and the laws of the State of California (hereinafter called the “Commission”), for value received, hereby promises to pay (but only out of the Available Water Enterprise Revenues hereinafter referred to) to the registered owner hereinabove named or registered assigns, the principal amount, together with unpaid accrued interest thereon, if any, on the maturity date of each obligation identified on the records of Commission (the “Underlying Records”) as being evidenced by t his Master Commercial Paper Note, which Underlying Records are maintained by U.S. Bank National Association, as Issuing and Paying Agent (the “Issuing and Paying Agent”). Interest shall be calculated on the basis of the actual days elapsed in a 360-day-year), at the rate specified on the Underlying Records. Payments shall be made solely from Available Water Enterprise Revenues and the Funds and Accounts (as those terms are defined in the Agreement referred to hereinafter) and payments of Drawings under an irrevocable direct pay Letter of Credit to the registered owner identified above from the Issuing and Paying Agent without necessity of presentation and surrender of this Master Commercial Paper Note.

This Master Commercial Paper Note is one of a duly aut horized issue of San Francisco Public Utilities Commercial Paper Notes (hereinafter called the “Obligations”) of the series, subseries and designation indicated on the face hereof. Said authorized issue of Obligations is not limited in aggregate principal amount and consists of varying denominations, dates, maturities, interest rates and other provisions, as in the Agreement hereinafter mentioned provided, all obligations issued and to be issued pursuant to the provisions of the Charter of the City and Cou nty of San Francisco, and all laws of the State of California supplemental thereto, including Article V of Chapter 43 of Part I of the San Francisco Administrative Code, enacted by Ordinance No. 203-98, adopted on June 8, 1998, by the Board of Supervisors of the City and County of San Francisco (the “Board”) and signed by the Mayor of the City on

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June 19, 1998, as amended, to establish a procedure for the Commission to issue commercial paper notes, and Ordinance No. 269-24, adopted on November 19, 2024, by the Board, and signed by the Mayor on November 25, 2024; Proposition E; and resolutions duly adopted by the Commission, including but not limited to Resolution No. 24-0193, adopted on September 10, 2024 and Resolution No. 25-[____], adopted on February 11, 2025. This Master Commercial Paper Note evidences a series of Commercial Paper Notes designated as the “Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Water Series, Proposition E) Taxable Subseries A-4-T” which, when combined with the Commercial Paper Notes designated as the “Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Water Series, Proposition E), Tax-Exempt Subseries A-4,” is limited to $150,000,000 in aggregate principal amount. This Master Commercial Paper Note has been issued pursuant to the Issuing and Paying Agent Agreement (the “Agreement”), dated as of February 1, 2025, by and between the Commission and the Issuing and Paying Agent, which Agreement provides for the issuance of the Obligations. Copies of the Agreement are on file with and available for inspection at the offices of the Issuing and Paying Agent, at the above address, and at the offices of the Commission.

Reference is hereby made to the Agreement for a description of the terms on which the Obligations are issued and to be issued, the provisions with regard to the nature and extent of the Available Water Enterprise Revenues, as that term is defined in the Agreement, and the rights of the regist ered owners of the Obligations; and all the terms of the Agreement are hereby incorporated herein and made a contract between the Commission and the registered owner from time to time of this Master Commercial Paper Note, and to all the provisions thereof the registered owner of this Master Commercial Paper Note, by its acceptance hereof, consents and agrees.

This Master Commercial Paper Note, including the interest hereon, together with all other Obligations, and the interest thereon, issued under the Agreement (and to the extent set forth in the Agreement), is payable from, and is secured by a charge and lien on, the Available Water Enterprise Revenues and the Funds and Accounts derived by the Commission from the Water Enterprise (as those terms are defined in the Agreement).

The obligation of the Commission to pay the registered owners from time to time of Commercial Paper Notes shall be only from Available Water Enterprise Revenues and the Funds and Accounts. No holder of this Master Commercial Paper Not e shall ever have the right to compel any exercise of the taxing power of the City and County of San Francisco to pay this Master Commercial Paper Note or the interest hereon.

At the request of the registered owner, the Commission shall promptly issue and deliver one or more separate note certificates evidencing each obligation evidenced by this Master Commercial Paper Note. As of the date any such note certificate or certificates are issued, the obligations which are evidenced thereby shall no longer be evidenced by this Master Commercial Paper Note. This Commercial Paper Note is transferable by the registered owner hereof, in person or by attorney duly authorized in writing, at the principal office of the Issuing and Paying Agent in New York, New York, but only in the manner, subject to the limitations and upon payment of the charges provided in the Agreement, and upon surrender and cancellation of this Master Commercial Paper Note. Upon such transfer a new fully registered Master Commercial Paper Note without coupons, of authorized denomination or denominations, for the same aggregate principal amount will be issued to the transferee in exchange herefor.

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

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

It is hereby certified and recited that any and all acts, conditions and things required to exist, to happen and to be performed, precedent to and in the incu rring of the indebtedness evidenced by this Master Commercial Paper Note, and in the issuing of this Master Commercial Paper Note, do exist, have happened and have been performed in due time, form and manner, as required by the Constitution and statutes of the State of California and the Charter of the City and County of San Francisco, and that this Master Commercial Paper Note, together with all other indebtedness of the Commission pertaining to the Water Enterprise, is within every debt limitation and oth er limit prescribed by the Constitution and statutes of the State of California and said Charter, and is not in excess of the amount of Obligations permitted to be issued under the Agreement.

This Master Commercial Paper Note shall not be entitled to any benefit under the Agreement, or become valid or obligatory for any purpose, until the certificate of authentication hereon endorsed shall have been signed by the Issuing and Paying Agent. This Master Commercial Paper Note is a valid and binding obligation of Commission.

Capitalized terms used herein but not otherwise defined shall have the meaning ascribed to such terms in the Agreement.

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IN WITNESS WHEREOF, the PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO has caused this Master Comm ercial Paper Note to be executed in its name and on its behalf by its General Manager and countersigned by its Secretary, and the seal of said Public Utilities Commission of the City and County to be imprinted or reproduced by facsimile hereon, and this Master Commercial Paper Note to be dated as of the 18 th day of February, 2025.

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By:

Dennis J. Herrera
General Manager
[SEAL]
Countersigned
By:

Secretary

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CERTIFICATE OF AUTHENTICATION
This is the Master Commercial Paper Note described in the within -mentioned Agreement.

Dated: February 18, 2025
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Issuing and Paying Agent
By:

Authorized Officer

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ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto

Dated:

Signature(s) Guaranteed
Notice: The signature on this assignment must
correspond with the name as written upon the face of
this Master Commercial Paper Note, in every
particular, without alteration or enlargement or any
change whatsoever.

Unless this Master Commercial Paper Note 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 Master Commercial Paper Note issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof Cede & Co., has an interest herein.

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EXHIBIT C

FORM OF CERTIFICATE OF DESIGNATED REPRESENTATIVES
I am the General Manager of the Public Utilities Commission of the City and County of San Francisco (the “Commission”) duly authorized pursuant to the Issuing and Paying Agent Agreement, dated as of February 1, 2025 (the “Series A-4 Issuing and Paying Agent Agreement”), by and between U.S. Bank Trust Company, National Association , as issuing and paying agent (the “Issuing and Paying Agent”) and the Commission, relating to the Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Water Series, Proposition E) Tax-Exempt Subseries A-4 and Taxable Subseries A-4-T (collectively the “Series A-4 Notes”), to appoint Designated Representatives of the Commission in connection with the issua nce, from time to time, by the Commission of the Series A-4 Notes in accordance with the Issuing and Paying Agent Agreement. I hereby designate the following persons to act on my behalf in accordance with the Issuing and Paying Agent Agreement and with respect to actions taken under the following agreements relating to the Series A-4 Notes, the signatures of which persons are set forth beside their names: (i) the Reimbursement Agreement relating to the Series A-4 Notes, dated as of February 1, 2025, by and between the Commission and PNC Bank, National Association , (ii) the Fee Agreement relating to the Series A-4 Notes, dated February 18, 2025, by and between the Commission and PNC Bank, National Association , (iii) the Dealer Agreement, dated as of July 1, 2023, by and between the Commission and BofA Securities, Inc. , (iv) Dealer Agreement, dated as of July 1, 2023, by and between the Commission and J.P. Morgan Securities LLC, and (v) the Dealer Agreement, dated as of July 1, 2023, by and between the Commission and Wells Fargo Bank, National Association .

Designated Persons Title Specimen Signature
Nancy L. Hom Assistant General Manager,
Business Services and Chief
Financial Officer

Ronald P. Flynn Deputy General Manager
Nikolai J. Sklaroff Capital Finance Director
Greg Wagner Controller of the City and
County of San Francisco
Anna Van Degna Director of Public Finance

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EXECUTED THIS _________, 2025.

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By:

Dennis J. Herrera
General Manager

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EXHIBIT D

FORM OF ISSUANCE REQUEST
Date:_______________
Request Number: _______________
The undersigned, a Designated Representative of the Public Utilities Commission of the City and County of San Francisco (the “Commission”) does hereby request U.S. Bank Trust Company, National Association as Issuing and Paying Agent (the “Issuing and Paying Agent”) under the Issuing and Paying Agent Agreement, dated as of February 1, 2025 (the Agreement”) between the Commission and the Issuing and Paying Agent, to issue the Commission’s Commercial Paper Notes, as follows:

1. Subseries Designation:

2. Date of Issuance:

3. Principal Amount/Purchase Price for Notes: $

4. Term of Commercial Paper Notes:

5. Rate of Interest:

6. Amount of Interest:

7. Maturity (specified actual date and number of days):

8. Total Commercial Paper Notes outstanding (including this request and excluding any Commercial Paper Notes maturing as of even date hereof) not to exceed $150,000,000:

9. Amount of Utilized Credit Capacity under Letter of Credit:

10. Remaining Amount of Unutilized Credit Capacity (Available Commitment):

11. Letter of Credit Stated Expiration Date:

The delivery of this Issuance Request constitutes a certification and representation of the Commission as of the date hereof as to the matters set forth in Section 2.06(b) of the Agreement, and reproduced on Attachment A hereto.

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All capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Agreement.

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By:

Designated Representative
ACKNOWLEDGED:

Director of Public Finance of the City and
County of San Francisco

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ATTACHMENT A

COMMISSION CERTIFICATIONS
(i) the Letter of Credit is in full force and effect;
(ii) after the issuance of such Commercial Paper Notes and the application of the proceeds thereof, the aggregate principal amount of Commercial Paper Notes Outstanding will not exceed the amount that at the time is authorized to be Outstanding as provided in Section 2.01(b) of the Agreement; (iii) the interest rates borne by the Commercial Paper Notes to be delivered on such date do not exceed the lesser of the Maximum Interest Rate or the rate used in calculating the applicable Interest Portion of the Letter of Credit;
(iv) the facts, estimates, circumstances and representations set forth or made (as the case may be) in the Tax Certificate continue to exist and are reaffirmed on such date; (v) the terms of the Commercial Paper Notes do not exceed 270 days and the maturity dates of such Commercial Paper Notes set forth in the Issuance Request do not extend beyond the Business Day immediately preceding t he Termination Date or the latest maturity date allowed by the Ordinances; (vi) the Commission has not been notified by Bond Counsel that their opinion with respect to the validity of the Commercial Paper Notes and the tax treatment of the interest thereof delivered prior to the initial issuance of the Commercial Paper Notes has been revised or withdrawn or, if any such revisions or withdrawal has occurred, the revised opinion or a substitute opinion acceptable to the Dealers has been delivered;
(vii) no Event of Default has occurred and is then continuing; (viii) the Commission has not received or been notified that the Bank has issued a No-Issuance Notice or a Final Drawing Notice; and
(viii) all of the conditions precedent to the issuance of such Commercial Paper Notes, including the consent of the Director of Public Finance, or his or her designee, to the delivery of such Issuance Request, set forth in Section 2.06 of the Agreement have been satisfied.

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EXHIBIT E

SCHEDULE OF FEES AND EXPENSES FOR

ISSUING AND PAYING AGENT SERVICES

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EXHIBIT F

CITY REQUIREMENTS
[UPDATE TO COME]
Water Enterprise
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FIRST AMENDMENT TO DEALER AGREEMENT
(Dated as of February 18, 2025)
This FIRST AMENDMENT TO DEALER AGREEMENT (this “First Amendment”) is entered into as of February 18, 2025, by and between the Public Utilities Commission (the “Commission”) of the City and County of San Francisco (the “City”) and [BofA Securities, Inc.][J.P. Morgan Securities LLC][Wells Fargo Bank, National Association] . (“[BofA][JPM][Wells]”). [BofA][JPM][Wells] is referred to as the “Dealer” herein .

RECITALS
The Commission and the Dealer have previously entered into a Dealer Agreement, dated as of July 1, 2023 (the “Original Dealer Agreement”) and this First Amendment amends the Original Dealer Agreement (the Original Dealer Agreement, as amended and supplemented, including as amended and supplemented by this First Amendment, the “Agreement”).

Pursuant to Ordinance No. 269- 24 (“Ordinance No. 269- 24”), adopted by the Board of Supervisors of the City on November 19, 2024 and signed by the Mayor of the City on November 25, 2024, and Resolution No. 24- 0193 (“Resolution No. 24- 0193”), adopted by this Commission on September 10, 2024, the commercial paper program/interim funding program for the Water Enterprise (as such term is defined in the hereinafter defined Issuing and Paying Agent Agreements) (the “Water Interim Funding Program ”), was increased from an agg regate principal amount of $500 million to an aggregate principal amount of $750 million outstanding at any one time. In connection with the expansion of the Water Interim Funding Program authorized/approved in Ordinance No. 269- 24, it is necessary to enter into this First Amendment to make necessary amendments to the Original Dealer Agreement.

AGREEMENTS
NOW, THEREFORE, for and in consideration of the covenants herein made, and subject to the conditions herein set forth, the partie s hereto agree as follows:

Section 1. Amendment and Restatement of Recitals of Original Dealer Agreement .

The first paragraph under “RECITALS” in the Original Dealer Agreement is hereby amended and restated in full to read as follows:
“The Commission proposes to issue and reissue its Commercial Paper Notes (Water Series, Proposition E), in the current maximum amount of $550,000,000 (which could be increased to a maximum amount of $750,000,000) at any time outstanding, authorized in three series:
(i) Series A -1 (the “Series A -1 Notes”) consisting of Tax- Exempt Subseries A -1 (the “Subseries A -1 Notes”) and Taxable Subseries A -1-T (the “Subseries A -1-T Notes”), (ii) Series A -2 (the “Series A -2 Notes”) consisting of Tax- Exempt Subseries A -2 (the “Subseries A -2 Notes”) a nd Taxable Subseries A -2-T (the “Subseries A -2-T Notes”) , (iii) Series A -3 (the “Series A -3 Notes”) consisting of Tax- Exempt Subseries A -3 (the “Subseries A-3 Notes”) and Taxable Subseries A-3-T (the “Subseries A-3-T Notes”), and (iv) Series A -4 (the “Seri es A-4 Notes”) consisting of Tax- Exempt Subseries A -4 (the “Subseries A-4 Notes”) and Taxable Subseries A-4-T (the “Subseries A-4-T Notes”). The 2 4919 -3324 -1355.3
Series A-1 Notes, the Series A-2 Notes, the Series A-3 Notes and the Series A-4 Notes are referred to herein collectively as the “Notes” and each as a “Series.” “ The third paragraph under “ RECITALS” in the Original Dealer Agreement is hereby amended and restated in full to read as follows:
“As described in the Offering Memorandum, dated February 18, 2025, relating to the Notes (as the same may be amended, supplemented, restated or replaced, the “Offering Memorandum”), each Series of Notes is further issued pursuant to the terms of an Issuing and Paying Agent Agreement (each, an “Issuing and Paying Agent Agr eement” and collectively, the “Issuing and Paying Agent Agreements”), each by and between U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank, National Association), as Issuing and Paying Agent (the “Issuing and Paying Agent”) and the Commission.”
Section 2. Amendment and Restatement of Section 9(d) of Original Dealer Agreement. Section 9(d) in the Original Dealer Agreement is hereby amended and restated in full to read as follows:
“(d) In the event the Commission increases the current not-to-exceed maximum amount of $550,000,000 of its Commercial Paper Notes at any time outstanding, to a not-to-exceed maximum amount of $750,000,000, the Commission will cause to provided and delivered updated opinions reflecting such change .”
Section 3. Reaffirmation of Original Dealer Agreement . All terms and conditions of the Original Dealer Agreement not expressly modified by this First Amendment are expressly reaffirmed as if set forth in their entirety herein and shall remain unaffected, unchanged and unimpaired by reason of this First Amendment and the Commission and Dealer shall continue to be bound by the same.

Section 4. Execution in Counterparts . This First Amendment may be executed in several counterparts, each of which shall be original and all of which shall constitute but one and the same instrument
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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be executed and delivered as of the date first above written.

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By:

Dennis J. Herrera, General Manager
APPROVED AS TO FORM:

DAVID CHIU
City Attorney
By:

Katherine Thursby Ortega
Deputy City Attorney
ACKNOWLEDGED:

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

Director of Public Finance
[BOFA SECURITIES, INC.][J.P. MORGAN
SECURITIES LLC][WELLS FARGO BANK,
NATIONAL ASSOCIATION]
By:

Authorized Signatory

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4934 -6508 -1098.6

OFFERING MEMORANDUM
DATED FEBRUARY [18], 2025
Ratings: See “RATINGS” herein

Public Utilities Commission
of the City and County of San Francisco
Commercial Paper Notes
(Water Series, Proposition E)
Not to Exceed $100,000,000
Tax Exempt Subseries A-1 and
Taxable Subseries A-1-T
Supported by a letter of credit issued by
Sumitomo Mitsui Banking Corporation, acting through its New York Branch

Not to Exceed $200,000,000
Tax Exempt Subseries A-2 and
Taxable Subseries A-2-T
Supported by a letter of credit issued by
Sumitomo Mitsui Banking Corporation, acting through its New York Branch Not to Exceed $100,000,000
Tax Exempt Subseries A-3 and
Taxable Subseries A-3-T
Supported by a letter of credit issued by
Bar cl ays Bank PLC
Not to Exceed $150,000,000
Tax Exempt Subseries A-4 and
Taxable Subseries A-4-T
Supported by a letter of credit issued by
PNC Bank, National Association

The Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Water Series, Proposition E), Tax Exempt Subseries A-1, A-2, A-3 and A-4 (the “Subseries A-1 Notes,” the “Subseries A-2 Notes,” the “Subseries A-3 Notes,” and the “Subseries A-4 Notes,” respectively, and collectively, the “Tax-Exempt CP Notes”) and Taxable Subseries A- 1-T, A-2-T, A -3-T and A-4-T (the “Subseries A-1-T Notes, ” the “Subseries A-2-T Notes, ” “Subseries A-3-T Notes,” and the “Subseries A-4-T Notes,” respectively, and collectively, the “Taxable CP Notes” and, together with the Tax-Exempt CP Notes, the “CP Notes”) are special obligations of the Public Utilities Commission of the City and County of San Francisco (the “Commission”), payable solely from and secured by a pledge of Available Water Enterprise Revenues (as defined herein).

The Commission (i) has entered into a reimbursement agreement with Sumitomo Mitsui Banking Corporation, acting through its New York Branch (“SMBC”), pursuant to which SMBC has issued an irrevocable direct-pay letter of credit for the account of the Commission supporting payment of principal and interest on maturing Subseries A-1 Notes and maturing Subseries A-1-T Notes, (ii) has entered into a reimbursement agreement with SMBC, pursuant to which SMBC has issued an irrevocable direct-pay letter of credit for the account of the Commission supporting payment of principal and interest on maturing Subseries A-2 Notes and maturing Subseries A-2-T Notes, (iii) and has entered into a reimbursement agreement with Barclays Bank PLC (“Barclays”), pursuant to which Barclays has issued an irrevocable direct-pay letter of credit for the account of the Commission supporting payment of principal and interest on maturing Subseries A-3 Notes and maturing Subseries A-3-T Notes, and (iv) has entered into a reimbursement agreement with PNC Bank, National Association (“PNC”), pursuant to which PNC has issued an irrevocable direct- pay letter of credit for the account of the Commission supporting payment of principal and interest on maturing Subseries A-4 Notes and maturing Subseries A-4-T Notes.

If either SMBC, Barclays or PNC fails to make payment under its applicable letter of credit, the Commission makes no representation, and no assurance can be given, that the Commission would have sufficient funds on hand and available to make the corresponding payment of principal and interest on the CP Notes. See “THE CP NOTES—Security for the CP Notes; CP Notes are Limited Obligations. ” Prospective investors should therefore base their investment decisions, insofar as it relates to the creditworthiness of a Subseries of Commercial Paper Notes, solely on the credit of the applicable Bank, rather than the Commission.

The CP Notes are payable from Available Water Enterprise Revenues (as defined herein) and, as described herein, are payable on a subordinate basis to the Commission’s outstanding Water Revenue Bonds, other Senior Debt (which includes, the CWSRF Loan) and any future Subordinated Water Bonds (as such capitalized terms are defined herein). See “THE COMMISSION AND THE WATER ENTERPRISE—Senior and Parity Indebtedness. ”

THE GENERAL FUND OF THE CITY AND COUNTY OF SAN FRANCISCO IS NOT LIABLE, AND NEITHER THE

CREDIT NOR THE TAXING POWER OF THE CITY AND COUNTY OF SAN FRANCISCO IS PLEDGED, FOR THE PAYMENT OF THE CP NOTES OR THE INTEREST THEREON.

4934 -6508 -1098.6
The CP Notes have not been registered under the Securities Act of 1933, as amended, in reliance upon an exemption from registration contained in such Act.

DEALERS FOR ALL S ERIES:

BofA Securities J.P. Morgan Wells Fargo Securities

TABLE OF CONTENTS

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INTRODUCTION .............................................................................................................................1 THE COMMISSION AND THE WATER ENTERPRISE ....................................................................4 The Commission ...................................................................................................................4 The Water Enterprise .............................................................................................................5 Sources of Revenue ...............................................................................................................6 Senior and Parity Indebtedness ...............................................................................................6 Investment Policy ..................................................................................................................8 Water Enterprise Financial and Operating Data .......................................................................8 THE CP NOTES ...............................................................................................................................8 Authorization and Certain Terms of the CP Notes ....................................................................8 Security for the CP Notes; CP Notes are Limited Obligations ................................................. 10 SMBC A-1 LETTER OF CREDIT AND SMBC A-1 REIMBURSEMENT AGREEMENT (Relating to Series A-1 Notes) .............................................................................................. 12 SMBC A-1 Letter of Credit .................................................................................................. 12 SMBC A-1 Reimbursement Agreement Events of Default ...................................................... 14 SMBC A-1 Reimbursement Agreement Remedies ................................................................. 16 Related Covenants ............................................................................................................... 17 SMBC A-2 LETTER OF CREDIT AND SMBC A-2 REIMBURSEMENT AGREEMENT (Relating to Series A-2 Notes) .............................................................................................. 17 SMBC A-2 Letter of Credit .................................................................................................. 17 SMBC A-2 Reimbursement Agreement Events of Default ...................................................... 19 SMBC A-2 Reimbursement Agreement Remedies ................................................................. 21 Related Covenants ............................................................................................................... 21

BARCLAYS LETTER OF CREDIT AND BARCLAYS REIMBURSEMENT AGREEMENT (Relating to Series A-3 Notes) .............................................................................................. 22 Barclays Letter of Credit ...................................................................................................... 22 Barclays Reimbursement Agreement Bail-In Acknowledgement and Agreement ..................... 23 Barclays Reimbursement Agreement Events of Default.......................................................... 24 Barclays Reimbursement Agreement Remedies ..................................................................... 26 Related Covenants ............................................................................................................... 26 PNC Letter of Credit AND PNC A-1 REIMBURSEMENT AGREEMENT (Relating to Series A- 4 Notes) .............................................................................................................................. 27 PNC Letter of Credit ............................................................................................................ 27 PNC Reimbursement Agreement Events of Default ............................................................... 29 PNC Reimbursement Agreement Remedies ........................................................................... 31 Related Covenants ............................................................................................................... 31 THE BANKS .................................................................................................................................. 32 Sumitomo Mitsui Banking Corporation, acting through its New York Branch.......................... 32 Barclays Bank PLC ............................................................................................................. 33 PNC Bank, National Association .......................................................................................... 33 RATINGS ....................................................................................................................................... 34 ABSENCE OF LITIGATION .......................................................................................................... 34 THE DEALERS .............................................................................................................................. 34 Table of Contents
(continued)
Page

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TAX MATTERS ............................................................................................................................. 35 Tax-Exempt CP Notes ......................................................................................................... 35 Information Reporting and Backup Withholding .................................................................... 36 State Tax Exemption............................................................................................................ 36 Taxable CP Notes ................................................................................................................ 36 Future Developments ........................................................................................................... 36 LEGAL MATTERS ......................................................................................................................... 37 RELATIONSHIPS AMONG THE PARTIES .................................................................................... 37 ADDITIONAL INFORMATION ..................................................................................................... 37

APPENDIX A BOOK-ENTRY SYSTEM FOR CP NOTES
APPENDIX B [COPY OF MAY 2024 OPINION OF BOND COUNSEL]
APPENDIX C [FORM OF SUPPLEMENTAL OPINION OF BOND COUNSEL]

APPENDIX D WATER ENTERPRISE FINANCIAL STATEMENTS

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[NRF TO REVIEW AND UPDATE] Norton Rose Fulbright US LLP, San Francisco, California, Bond Counsel, previously delivered its opinion (the “May 2024 Opinion”) that under existing statutes, regulations, rulings and judicial decisions and assuming compliance with certain covenants in the documents pertaining to the Tax-Exempt CP Notes and requirements of the Internal Revenue Code of 1986, as amended, as described herein, interest on the Tax-Exempt CP Notes is not includable in the gross income of the owners of the Tax-Exempt CP Notes for federal income tax purposes. In the May 2024 Opinion, Bond Counsel further opined that interest on the Tax-Exempt CP Notes would not be treated as an item of tax preference for purposes of the federal alternative minimum tax on individuals. The May 2024 Opinion further stated that, under existing law, interest on the CP Notes would be exempt from personal income taxes imposed by the State of California. See “TAX MATTERS” herein .

OFFERING MEMORANDUM
Public Utilities Commission
of the City and County of San Francisco
Commercial Paper Notes
(Water Series, Proposition E)
$100,000,000
Tax Exempt Subseries A-1 and
Taxable Subseries A-1-T
$200,000,000
Tax Exempt Subseries A-2 and
Taxable Subseries A-2-T
$100,000,000
Tax Exempt Subseries A-3 and
Taxable Subseries A-3-T
$150,000,000
Tax Exempt Subseries A-4 and
Taxable Subseries A-4-T

INTRODUCTION
The purpose of this Offering Memorandum is to provide certain general information in connection with the issuance and sale of the Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Water Series, Proposition E), Tax Exempt Subseries A-1, A-2, A -3 and A-4 (the “Subseries A-1 Notes, ” the “Subseries A-2 Notes, ” the “Subseries A-3 Notes,” and the “Subseries A-4 Notes,” respectively, and collectively, the “Tax-Exempt CP Notes”) and Taxable Subseries A-1-T, A-2-T, A-3-T and A-4-T (the “Subseries A-1-T Notes,” the “Subseries A-2-T Notes,” the “Subseries A-3-T Notes,” and the “Subseries A-4-T Notes, ” respectively, and collectively, the “Taxable CP Notes”). The Subseries A-1 Notes, the Subseries A-2 Notes, the Subseries A-3 Notes, the Subseries A-4 Notes, Subseries A-1-T Notes, the Subseries A-2-T Notes, the Subseries A-3-T Notes and the Subseries A-4-T Notes are referred to herein collectively as the “CP Notes” and each as a “Subseries. ” The Subseries A-1 Notes and Subseries A-1-T Notes are referred to herein collectively as the “Series A-1 Notes, ” the Subseries A-2 Notes and Subseries A-2-T Notes are referred to herein collectively as the “Series A-2 Notes, ” the Subseries A-3 Notes and Subseries A-3-T Notes are referred to herein collectively as the “Series A-3 Notes,” and the Subseries A-4 Notes and Subseries A-4-T Notes are referred to herein collectively as the “Series A-4 Notes.”
Capitalized terms used below and not defined shall have the respective meanings given such terms in the Issuing and Paying Agent Agreement, dated as of July 1, 2017, as amended by the First Amendment to Issuing and Paying Agent Agreement, dated as of May 18, 2021 (together, the “Series A-1 Issuing and Paying Agent Agreement ”), by and between U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as issuing and paying agent (the “Issuing and Paying Agent”)

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and the Commission, the Issuing and Paying Agent Agreement, dated as of June 1, 2019 (the “Series A-2 Issuing and Paying Agent Agreement ”), by and between the Issuing and Paying Agent and the Commission, the Issuing and Paying Agent Agreement, dated as of July 1, 2017 (the “Series A-3 Issuing and Paying Agent Agreement”), by and between the Issuing and Paying Agent and the Commission or the Issuing and Paying Agent Agreement, dated as of February [__], 2025 (the “Series A-4 Issuing and Paying Agent Agreement ” and, together with the Series A-1 Issuing and Paying Agent Agreement , the Series A-2 Issuing and Paying Agent Agreement and the Series A-3 Issuing and Paying Agent, the “Issuing and Paying Agent Agreements”), by and between the Issuing and Paying Agent an d the Commission, as applicable.

If not defined below or in the Issuing and Paying Agent Agreements, capitalized terms used herein shall have the meanings given such terms in the Amended and Restated Indenture, dated as of August 1, 2002, as amended and su pplemented from time to time (the “Water Bonds Indenture”), by and between the Commission and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as successor trustee, providing for the issuance from time to time of the Commission ’s Water Revenue Bonds or other obligations on parity with the Water Revenue Bonds, designated as the “Water Revenue Bonds,” as provided therein, as the same may be supplemented, amended and modified from time to time.

Sources of Payment. The CP Notes are payable solely from Available Water Enterprise Revenues (as defined herein) of the Public Utilities Commission of the City and County of San Francisco (the “Commission ”) and are payable on a subordinate basis to the Commission ’s outstanding Water Revenue Bonds and other Senior Debt (as defined herein) and any future Water Revenue Bonds, other Senior Debt or Subordinated Water Bonds (as defined herein).

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

Issuance of CP Notes. The CP Notes are issued pursuant to the Charter of the City (the “Charter”), Proposition E, adopted by the voters of the City in November 2002, various ordinances and resolutions of the City and the Commission, and the Issuing and Paying Agent Agreement s. See “THE CP NOTES— Authorization and Certain Terms of the CP Notes” herein.

The Commission may issue, and have outstanding at any one time, an aggregate principal amount of Series A-1 Notes not to exceed $100,000,000, an aggregate principal amount of Series A-2 Notes not to exceed $200,000,000, an aggregate principal amount of Series A-3 Notes not to exceed $100,000,000 and an aggregate principal amount of Series A-4 Notes not to exceed $150,000,000.

Credit Facilities. The Commission has covenanted pursuant to each Issuing and Paying Agent Agreement that it will maintain in effect a letter of credit or another credit or liquidity facility enabling the Commission to borrow an amount equal to the principal amount of the related Subseries of CP Notes which may be outstanding under such Issuing and Paying Agent Agreement. As described below, the Commission has arranged for a separate letter of credit or liquidity facility to be delivered for each Subseries of the CP Notes by the respective banks described below (collectively, the “Banks”). (a) Series A-1 Notes (SMBC). The Commission has entered into a Reimbursement Agreement, dated as of May 1, 2021, as amended by the First Amendment to Reimbursement Agreement, dated February [18], 2025 (together, the “SMBC A-1 Reimbursement Agreement” ), with Sumitomo Mitsui Banking Corporation, acting through its New York Branch (“SMBC”), pursuant to which SMBC has issued an irrevocable direct -pay Letter of Credit (the “SMBC A-1 Letter of Credit ”) for the account of the Commission in favor of the Issuing and Paying Agent supporting the payment of the principal of and interest on maturing Subseries A-1 Notes and

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maturing Subseries A-1-T Notes. The SMBC A-1 Letter of Credit , which has a Stated Expiration Date of February 15, 2030 (subject to extension or earlier termination in accordance with the terms thereof), may not be drawn on for any purpose other than as stated in the immediately preceding sentence. See “SMBC A-1 LETTER OF CREDIT AND SMBC A-1 REIMBURSEMENT AGREEMENT.”
(b) Series A-2 Notes (SMBC). The Commission has entered into a Reimbursement Agreement, dated as of June 1, 2019, as amended and supplemen ted by Amendment No. 1 to Reimbursement Agreement, dated as of June 15, 2022 (together, the “SMBC A-2 Reimbursement Agreement ”), with SMBC, pursuant to which SMBC has issued an irrevocable direct-pay Letter of Credit (the “SMBC A-2 Letter of Credit”) for the account of the Commission in favor of the Issuing and Paying Agent supporting the payment of the principal of and interest on maturing Subseries A- 2 Notes and maturing Su bseries A-2-T Notes. The SMBC A-2 Letter of Credit, which has a Stated Expiration Date of June 14, 2027 (subject to extension or earlier termination in accordance with the terms thereof), may not be drawn on for any purpose other than as stated in the imm ediately preceding sentence. See “SMBC A-2 LETTER OF CREDIT AND SMBC A-2 REIMBURSEMENT AGREEMENT. ”
(c) Series A-3 Notes (Barclays). The Commission has entered into a Reimbursement Agreement, dated as of July 1, 2017, as amended and supplemented by a First Am endment to Reimbursement Agreement, dated as of July 22, 2021, as amended and supplemented by a Second Amendment to Reimbursement Agreement, dated as of July 16, 2024 (together, the “Barclays Reimbursement Agreement ”), with Barclays Bank PLC (“Barclays”), pursuant to which Barclays has issued an irrevocable direct -pay Letter of Credit (the “Barclays Letter of Credit ”) for the account of the Commission in favor of the Issuing and Paying Agent supporting the payment of the principal of and interest on maturin g Subseries A-3 Notes and maturing Subseries A-3-T Notes.

The Barclays Letter of Credit, which has a Stated Expiration Date of July 15, 2027 (subject to extension or earlier termination in accordance with the terms thereof), may not be drawn on for any purpose other than as stated in the immediately preceding sentence. See “BARCLAYS LETTER OF CREDIT AND BARCLAYS REIMBURSEMENT AGREEMENT” herein. (d) Series A-4 Notes (PNC). The Commission has entered into a Reimbursement Agreement, dated as of dated as of February 1, 2025 (the “PNC Reimbursement Agreement”), with PNC Bank, National Association (“PNC”), pursuant to which PNC has issued an irrevocable direct- pay Letter of Credit (the “PNC Letter of Credit”) for the account of the Commission in favor of the Issuing and Paying Agent supporting the payment of the principal of and interest on maturing Subseries A-4 Notes and maturing Subseries A-4-T Notes. The PNC Letter of Credit, which has a Stated Expiration Date of February [__], 2028 (subject to extension or earlier termination in accordance with the terms thereof), may not be drawn on for any purpose other than as stated in the immediately preceding sentence. See “PNC LETTER OF CREDIT AND PNC REIMBURSEMENT AGREEMENT” herein.

General Information About this Offering Memorandum. The information in this Offering Memorandum has been obtained from the Commission, the Banks and other sources believed to be reliable.

The references herein to the Ordinances, the Resolutions, the Issuing and Paying Agent Agreements, the SMBC A-1 Letter of Credit and SMBC A-1 Reimbursement Agreement, the SMBC A-2 Letter of Credit and SMBC A-2 Reimbursement Agreement , the Barclays Letter of Credit and Barclays Reimbursement Agreement and the PNC Letter of Credit and PNC Reimbursement Agreement , do not purport to be complete or definitive, do not constitute summaries thereof, and are qualified in their entirety by reference to the provisions thereof.

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The Banks have not prepared or assisted in the preparation of this Offering Memorandum, including any financial information included herein or attached hereto and the Banks have no responsibility for the form and content of this Offering Memorandum or any information omitted herefrom, other than, with respect to each Bank, solely with respect to the information describing such Bank in the related subheading under the heading “THE BANKS”, and have not independently verified, make no representation regarding, and do not accept any responsibility for the accuracy or completeness of this Offering Memorandum or any information or disclosure contained herein or omitted herefrom, other than, with respect to each Bank, solely with respect to the information describing such Bank in the related subheading under the heading “THE BANKS”. Accordingly, the Banks disclaim responsibility for the other information in this Offering Memorandum or otherwise made in connection with the offering of the CP Notes.

The information and expressions of opinion in this Offering Memorandum are subject to change without notice after the date hereof and future use of this Offering Memorandum shall not otherwise create any implication that there has been no change in the matters referred to in this Offering Memorandum since the date hereof. The information contained herein will not typically be distributed or updated upon each new sale of CP Notes.

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

THE COMMISSION AND THE WATER ENTERPRISE
[SFPUC TO REVIEW AND UPDATE AS NEEDED]
The Commission
The Commission, which consists of five members appointed by the Mayor of the City (the “Mayor”), is a department of the City responsible for the maintenance, operation and development of three utility enterprises: the Water Enterprise, the Wastewater Enterprise and the Power Enterprise. (a) The Water Enterprise provides retail drinking water to the City and wholesale water to customers in three other Bay Area counties.
(b) The Wastewater Enterprise, formerly known as the Clean Water Enterprise, consists of a sanitary waste and stormwater collection, treatment and disposal system for the City. (c) The Power Enterprise consists of power distribution facilities and a hydroelectric generating system, and provides power to City agencies, the Modesto Irrigation District, the Turlock Irrigation District and certain other customers.

Each of the Commission ’s enterprises is operated and managed as a separate financial entity and separate enterprise funds are maintained for each enterprise.

No revenues from either the Wastewater Enterprise or the Power Enterprise have been pledged for payment of the CP Notes and no such revenues will be available for the repayment thereof.

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

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The Water Enterprise
General. The Water Enterprise is responsible for the storage, treatment and distribution of water from the Hetch Hetchy Project and various local sources in San Mateo, Santa Clara and Alameda Counties.

The Commission operates the facilities of its Water Enterprise to optimize the reliability and quality of its water deliveries. The Commission has made and will continue to make significant capital investments in the facilities of the Water Enterprise, designed to maximize the Water Enterprise’s ability to deliver water sufficient to meet the needs of its customers following the occurrence of a major seismic event or during an extended period of drought.

The Water Enterprise service area has a population of approximately 2.7 million people, of which over 800,000 live in the City and are served directly by the Water Enterprise (the “Retail Customers”). The balance of the population is served by (i) 26 suburban wholesale customers located in the counties of San Mateo, Santa Clara and Alameda (collectively, the “Wholesale Customers”) who purchase water from the Commission pursuant to a Water Supply Agreement, dated as of July 1, 2009 (the “WSA”), by and among the City and the Wholesale Customers, and (ii) one additional wholesale customer (which is not a party to the WSA), pursuant to an individual contractual agreement . The WSA sets forth a minimum purchase requirement by the Wholesale Customers, provides an assured water supply to the Wholesale Customers and establishes a formula for setting wholesale water rates.

Capital Improvement Plan .
[The Water Enterprise Ten-Year Capital Plan for Fiscal Year 2024-25 to Fiscal Year 2033-34 (the “CIP”), which includes the Water Enterprise-related components of the Hetch Hetchy Water and Power Ten-Year Capital Plan, totals approximately $4.49 billion. The CIP includes projects in three major Water Enterprise Categories: (i) Regional Water, (ii) Local Water, and (iii) Hetch Hetchy Water. The Water Enterprise’s CIP is expected to be primarily funded from proceeds of a combination of revenue bonds, commercial paper, revolving notes, revenues (pay-as-you-go) and loans from the SWRCB (as defined herein).

A major component of the CIP has been the Water System Improvement Program (“WSIP”), which is a $4. 788 billion capital program. WSIP consists of 87 capital projects to repair, replace and upgrade critical portions of the Water Enterprise’s Regional Water System (the “Regional Water System”) and Local Water System (the “Local Water System”) to meet specific levels of service goals and objectives for seismic reliability, delivery reliability, water quality and water supply in an environmentally sustainable manner.

The Local Water System was 100% complete as of October 2020. T he Regional Wat er System was approximately 99% complete as of July 1, 2024, with t he final major Regional Water System project , the $823 million Calaveras Dam Replacement Project, being completed in May 2019. It is expected that WSIP will be fully completed by February 2027.]
Capital Improvement Plan Financing Program.

Revenue bonds are the primary source of financing of the CIP. Prior to 2002, revenue bonds were required to be approved by the electorate. In 2002, San Francisco voters approved Proposition E, which authorized the Commission to issue revenue bonds for improvements to the Water Enterprise with the approval of two-thirds of the City’s Board of Supervisors (the “Board”). As of the date of this Offering Memorandum , the Board has authorized the issuance of $6,157,510,311 aggregate amount of revenue bonds (including notes, loans and commercial paper in anticipation thereof) under Proposition E, of which approximately $[1,839,857,329] remains unissued. In 2002, San Francisco voters also approved Proposition A, which authorized the Commission to issue $1,628,000,000 in revenue bonds for improvements to the Water Enterprise, of which $128,770,000 remains un issued.

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As described under “—Senior and Parity Indebtedness” below, as of the date of this Offering Memorandum , the Water Enterprise had approximately $4.496 billion aggregate principal amount of Water Revenue Bonds outstanding, the CWSRF Loan (as defined below) and DWSRF Loan (defined below), which are senior to the CP Notes. As of the date of this Offering Memorandum, the Water Revenue Bonds have an underlying rating of “Aa2” by Moody’s Investors Service, Inc. (“Moody’s”), and an underlying rating of “AA-” by S&P Global Ratings, a division of Standard & Poor’s Financial Services LLC (“S&P”).] The CP Notes are issued pursuant to authorizations of the Board under Proposition E.

Sources of Revenue
The Water Enterprise’s principal source of operating revenue is the sale of water to its Retail Customers and Wholesale Customers. For Fiscal Year ended June 30, 2024, which is the most recent data available, the Water Enterprise had water service billings in the amount of $631.5 million, of which approximately 49.8% was attributable to the Wholesale Customers and approximately 50.2% was attributable to the Retail Customers.

The Water Enterprise also receives revenue from other sources, which are categorized as non- operating for financial reporting purposes. Non-operating revenue includes rental income, interest earnings, capacity fees, installation fees, laboratory testing fees and miscellaneous customer penalty and processing fees.

The Commission is authorized and required under the Charter and Proposition E to set rates, fees and other charges in connection with providing the utility services under its jurisdiction, subject to rejection — within thirty days of submission — by resolution of the Board. If the Board fails to act within thirty days the rates will become effective without further action.

Wholesale Customer rates are determined based upon the Wholesale Customer’s collective share of the Water Enterprise’s total revenue requirement. The setting of water rates by the Commission is not subject to any State or federal regulatory approval. The imposition of rates and charges by the Commission is subject to various constitutional and statutory limitations, including some requirements of Articles XIIIA, XIIIB, XIIIC and XIIID of the California Constitution and are subject to reduction or repeal through the initiative process as provided in Article XIIIC of the California Constitution.

Senior and Parity Indebtedness
Senior Indebtedness. [As of the date of this Offering Memorandum, the Commission had approximately $4. 496 billion aggregate principal amount of Water Revenue Bonds outstanding (including those issued prior to Proposition E), and the CWSRF Loan and DWSRF Loan (described below), which are senior in payment priority to the CP Notes.]
In September 2017, the Commission entered into a Clean Water State Revolving Fund (SRF) Loan (the “CWSRF Loan ”) under the low-interest -rate loan program administered by the California State Water Resources Control Board (the “SWRCB”), which provides for a $15,000,000 grant and a loan in the amount of $171,220,000, for the San Francisco Westside Recycled Water Project. In April 2023, the Commission entered into an amendment to the CWSRF Loan in order to increase the loan amount of the CWSRF Loan from $171,220, 000 to $176,094,031. The CWSRF Loan is a disbursement loan, with interest on the loan accruing upon disbursement. As of January 9, 2025, the SFPUC had submitted requests for reimbursement in the amount of $174,277,601 of the CWSRF Loan . The obligation of the Commission to repay amounts borrowed under the CWSRF Loan will be secured on parity with the Water Revenue Bonds and will be senior in payment priority to the CP Notes.

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In April 2022, the Commission entered into a Drinking Water State Revolving Fund (SRF) Loan (the “DWSRF Loan”) with the SWRCB, which provides a low-interest -rate loan in the amount of $238,218,951 for the Mountain Tunnel Improvement Project (the “MTIP”), a capital project of Hetch Hetchy Water & Power. A component of the MTIP, the Flow Control Facility, is a joint asset of the Water Enterprise and Power Enterprise. The Power Enterprise will be responsible for repayment to the Water Enterprise of the DWSRF Loan debt service representing its allocable share of the cost of the “Flow Control Facility” component of the MTIP (the “Power Enterprise Portion”). Pursuant to a Memorandum of Understanding, dated June 30, 2023, entered into by and between the Water Enterprise and the Power Enterprise, the Power Enterprise Portion paid by the Water Enterprise under the DWSRF Loan will be reimbursed to the Water Enterprise by the Power Enterprise. As of January 9, 2025, the SFPUC had submitted requests for reimbursement in the amount of $174,277,601 of the DWSRF Loan. The obligation of the Commission to repay amounts borrowed under the DWSRF Loan will be secured on parity with the Water Revenue Bonds and will be senior in payment priority to the CP Notes.

The Commission’s Water Revenue Bonds and obligation s issued on parity with such Water Revenue Bonds (including, the CWSRF Loan and DWSRF Loan) constitute “Senior Debt” as such term is used herein.

The Commission has reserved the right to authorize and issue obligations or securities of the Commission secured in whole or in part by a lien on Water Enterprise Revenues (as defined herein) subordinate (the “Subordinated Water Bonds”) to the senior lien of the Water Bonds Indenture (including, other obligations on parity with the lien of the Water Bonds Indenture), but that would have a lien senior to the lien of the CP Notes. As of the date of this Offering Memorandum, no Subordinated Water Bonds have been issued or are otherwise out standing.

Subject to the rate covenant and additional bonds test discussed under the caption “THE CP NOTES—CP Notes are Limited Obligations, ” there is no limitation on Commission indebtedness senior to the CP Notes in the Charter, the Resolutions, the Ordinances or the Issuing and Paying Agent Agreements.

The Commission, with majority voter approval or a two-thirds vote of the Board, may authorize additional Water Revenue Bonds, other Senior Debt or Subordinate Water Bonds, the payment of which will be prior to the payment of the CP Notes.

Parity Indebtedness. The Commission has entered into an Amended and Restated Revolving Credit Agreement with U.S. Bank National Association (“U.S. Bank”), dated as of July 16, 2024 (the “U.S.

Bank Revolving Credit Agreement”), pursuant to which Commission is permitted to borrow from U.S. Bank up to $100,000,000 prior to July 16, 2027. The direct placement obligations issued under the U.S. Bank Revolving Credit Agreement are payable on parity with t he CP Notes. Under the U.S. Bank Revolving Credit Agreement, upon a failure by the Commission to perform or observe its covenants, a default in other specified indebtedness of the Commission, or other specified events of default, Wells could terminate its commitment and declare all amounts then outstanding to be immediately due and payable. [The Commission expects to enter into a Revolving Credit Agreement with Wells Fargo Bank, National Association (“Wells Fargo”), expected to be dated as of [February/March] [__], 2025 (the “Wells Revolving Credit Agreement ,” and together with the U.S. Bank Revolving Credit Agreement, the “Revolving Credit Agreements”), pursuant to which Wells Fargo is expected to provide a three-year commit ment to make loans to the Commission (i) in a principal amount not -to-exceed $ 100 million outstanding at any one time for the benefit of the Water Enterprise only, and (ii) in a principal amount not- to-exceed $100 million outstanding at any one time for the benefit of the Power Enterprise only. Loans to be made under the Wells Revolving Credit Agreement for the benefit of the Water Enterprise improvements and purposes will not be obligations of the Power Enterprise and will be payable from Available Water Enterprise Revenues and not from revenues of the Power Enterprise. Loans to be made under the Wells

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Revolving Credit Agreement for the benefit of Power Enterprise improvements and purposes will not be obligations of the Water Enterprise and will be payable from the revenues of the Power Enterprise and not from the Available Water Enterprise Revenues. The direct placement obligations relating to the Water Enterprise to be issued under the Wells Revolving Credit Agreement , will be payable on parity with the CP Notes. Under the Wells Revolving Credit Agreement, as it relates to the Water Enterprise, upon a failure by the Commission to perform or observe its covenants, a default in other specified indebtedness of the Commission, or other specified events of defau lt, as it relates to the Water Enterprise, Wells Fargo could terminate its commitment , as it relates to the Water Enterprise only, and declare all amounts then outstanding , as it relates to the Water Enterprise only, to be immediately due and payable. ] The direct placement obligations issued or expected to be issued, as applicable, under the Revolving Credit Agreement s are not offered pursuant to this Offering Memorandum .

The Commission may authorize additional indebtedness on parity with the CP Notes without notice to, or the consent of, any holder of the CP Notes.

Investment Policy
The investment policy of the City is reviewed annually and is subject to change. A copy of the City’s Annual Statement of Investment Policy can be found at http://www.sftreasurer.org/. Neither such website nor the information contained therein is incorporated herein by reference.

Water Enterprise Financial and Operating Data
The financial statements of the Water Enterprise for the Fiscal Year ended June 30, 2024, are attached to this Offering Memorandum as APPENDIX D. Additional financial and operating data relating to the Commission and the Water Enterprise may be found in the Commission ’s most recent filings made pursuant to continuing disclosure undertakings of the Commission in connection with certain outstanding Water Revenue Bonds, which are filed with the Municipal Securities Rulemaking Board (“MSRB”) through the Electronic Municipal Market Access (“EMMA”) website. The Commission may provide supplemental information in its annual continuing disclosure report filings, and may from time to time provide voluntary notices, in its sole discretion, to investors. See “ADDITIONAL INFORMATION.”

THE CP NOTES
Authorization and Certain Terms of the CP Notes
Authority for Issuance. The CP Notes are authorized to be issued pursuant to (i) Article V of Chapter 43 of the San Francisco Administrative Code, enacted by Ordinance No. 203-98, adopted by the Board on June 8, 1998, and signed by the Mayor on June 19, 1998, as amended by Ordinance 270-06 adopted by the Board on October 24, 2006, and signed by the Mayor on October 31, 2006 (the “Procedural Ordinance”), to establish a procedure pursuant to which the Commission may issue short -term indebtedness, including the issuance of commercial paper in anticipation of the issuance of its revenue bonds; (ii) Section 8B.124 of the Charter, subject to receipt of the Proposition E Certifications (as defined herein); (iii) various ordinances adopted by the Board authorizing the issuance of Water Revenue Bonds (including commercial paper notes in anticipation thereof), Ordinance No. 269-24 (“Ordinance No. 269- 24,” and together with the Procedural Ordinance, the “Ordinances”), adopted by the Board on November 19, 2024 and signed by the Mayor on November 25, 2024, and (iv) various resolutions adopted by the Commission, including, Resolution No. 24-0193, adopted by the Commission on September 10, 2024 (collectively, the “Resolution s”), providing for and approving of the issuan ce by the Commission of not to

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exceed $750,000,000 aggregate principal amount of short -term indebtedness (including, but not limited to, the issuance of the CP Notes).

Pursuant to such authorizations, in addition to the CP Notes offered hereunder, the Comm ission has entered into a (i) a direct-purchase, Revolving Credit Agreement with U.S. Bank, pursuant to which the bank has agreed to loan, from time to time, up to $100,000,000 principal amount of direct placement obligations which are on parity with the CP Notes, and (ii) a direct-purchase, Revolving Credit Agreement with Wells Fargo, pursuant to which the bank has agreed to loan, from time to time, up to $100,000,000 principal amount of direct placement obligations which are on parity with the CP Notes. See also “THE COMMISSION AND THE WATER ENTERPRISE—Senior and Parity Indebtedness” above. The direct placement obligations issued under the Revolving Credit Agreement s are not offered pursuant to this Offering Memorandum .

Issuance of debt under Section 8B. 124 of the Charter is subject to (i) receipt of certification from an independent engineer that (x) the projects to be financed by such debt meet utility standards and (y) estimated net revenue will be sufficient to meet operating, maintenance, debt service coverage and other indenture or resolution requirements; and (ii) receipt of certification from the San Francisco Planning Department that facilities financed with such debt will comply with applicable requirements of the California Environmental Quality Act (collectively, the “Proposition E Certifications”).

As described herein, the Series A-1 Notes, the Series A-2 Notes, the Series A-3 Notes and the Series A-4 Notes are issued pursuant to the terms of four separate Issuing and Paying Agent Agreements, each entered into by the Commission and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as Issuing and Paying Agent.

The Commission may issue, and have outstanding at any one time, an aggregate principal amount of Series A-1 Notes up to $100,000,000, an aggregate principal amount of Series A-2 Notes up to $200,000,000, an aggregate principal amount of Series A-3 Notes up to $100,000,000 and an aggregate principal amount of Series A-4 Notes up to $150,000,000.

Purpose. The CP Notes are issued from time to time to finance projects associated with the Commission ’s Water Enterprise or to pay maturing CP Notes issued for such purpose.

Terms of CP Notes. The CP Notes are dated the date of their original issuance, issued in book- entry form only in denominations of $100,000, and in integral multiples of $1,000 in excess of $100,000, and bear interest at separately stated interest rates not to exceed 12% per annum.

The CP Notes are fully registered notes registered in the name of Cede & Co., as registered owner and nominee for The Depository Trust Company (“DTC”), New York, New York. Beneficial ownership interests in the CP Notes are available in book-entry form only, and purchasers of the CP Notes will not receive certificates representing their interests in the CP Notes purchased. While held in book-entry form, all payments of principal of and interest on the CP Notes will be made by wire tran sfer to DTC or its nominee as the sole registered owner of the CP Notes. Payments to the beneficial owners are the responsibility of DTC and its participants. See APPENDIX A – “BOOK-ENTRY SYSTEM FOR CP NOTES.”
Each CP Note (i) will bear interest payable at maturity at an annual rate calculated, in the case of the Tax-Exempt CP Notes, on the basis of actual days elapsed and a year of 365 or 366 days, as applicable, and, in the case of the Taxable CP Notes, on the basis of actual days elapsed and a year of 360 days, (ii) will mature not more than 270 days after its issuance date, but in no event later than the one (1) Business Days immediately preceding the termination date of the applicable Letter of Credit, (iii) will be sold at a price of

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not less than 100% of the principal amount thereof, and (iv) will mature on a Business Day. The CP Notes will not be subject to redemption prior to maturity. Payments of principal of and interest on maturing CP Notes will be made by the Issuing and Paying Agent directly to DTC.

As of [January 14, 2025][the date of this Offering Memorandum ], the Commission had issued $[50,334,000] of the Series A-1 Notes, $[162,933,000] of the Series A-2 Notes, $[60,000,000] of the Series A-3 Notes and [$0] of the Series A-4 Notes.

Security for the CP Notes; CP Notes are Limited Obligations The Commission expects to reimburse SMBC, Barclays and PNC for draws made under its respective letter of credit for purposes of paying the CP Notes with the proceeds of other CP Notes until the Co mmission provides permanent financing for the Water Enterprise projects financed or refinanced with the CP Notes or until, from time to time, revenues of the Water Enterprise are available to pay for the CP Notes.

Timely payment of the CP Notes may be dependent upon the availability of the funds under the SMBC A-1 Letter of Credit, the SMBC A-2 Letter of Credit, the Barclays Letter of Credit or the PNC Letter of Credit, as applicable. If SMBC fails to make available funds under the SMBC A-1 Letter of Credit and proceeds of refunding CP Notes are not available to pay maturing Series A-1 Notes, if SMBC fails to make available funds under the SMBC A-2 Letter of Credit and proceeds of refunding CP Notes are not available to pay maturing Series A-2 Notes, if Barclays fails to make available funds under the Barclays Letter of Credit and proceeds of refunding CP Notes are not available to pay maturing Series A-3 Notes, or if PNC fails to make available funds under the PNC Letter of Credit and proceeds of refunding CP Notes are not available to pay maturing Series A-4 Notes, the Commission makes no representation, and no assurance can be given, that the Commission would have sufficient funds on hand and available to make the corresponding payment of principal and int erest on the CP Notes. See “SMBC A-1 LETTER OF CREDIT AND SMBC A-1 REIMBURSEMENT AGREEMENT, ” “SMBC A-2 LETTER OF CREDIT AND SMBC A-2 REIMBURSEMENT AGREEMENT, ” “BARCLAYS LETTER OF CREDIT AND BARCLAYS REIMBURSEMENT AGREEMENT” and “PNC LETTER OF CREDIT AND PNC REIMBURSEMENT AGREEMENT” for a discussion of the terms of such credit facilities.

In the event of a material credit or capital impairment or the insolvency of SMBC, Barclays or PNC, there is no assurance that the respective Bank will be able to fulfill its obligations under the SMBC A-1 Letter of Credit , the SMBC A-2 Letter of Credit , the Barclays Letter of Credit or the PNC Letter of Credit, as applicable. The Banks are subject to regulation under various jurisdictions and to various laws governing their bankruptcy, reorganization, recovery and resolution, liquidation and/or similar proceedings.

In certain jurisdictions, regulators may take actions suspending the obligation of the subject Bank to make payment under its letter of credit or liquidity facility (as the case may be), without notice to or the consent of Holders of the CP Notes, including the right in certain jurisdictions to convert the Bank’s obligation to equity. If regulators exercise these varying powers, the holders of the CP Notes may not be able to sell their CP Notes and the value of their CP Notes might be affected. See also “BARCLAYS LETTER OF CREDIT AND BARCLAYS REIMBURSEMENT AGREEMENT—Barclays Reimbursement Agreement Bail-In Acknowledgement and Agreement. ”
Pursuant to the Issuing and Paying Agent Agreements, the Commission has pledged to the payment of the CP Notes Available Water Enterprise Revenues as and to the extent provided therein. The CP Notes will be payable solely from the proceeds of CP Notes or Available Water Enterprise Revenues, as provided in the Issuing and Paying Agent Agreements.

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For the avoidance of doubt: (i) the SMBC A-1 Letter of Credit issued by SMBC will only support the payment of the principal amount due and payable at the stated ma turity of the Series A-1 Notes and interest accrued or to accrue thereon through the maturity dates thereof; (ii) the SMBC A-2 Letter of Credit issued by SMBC will only support the payment of the principal amount due and payable at the stated maturity of t he Series A-2 Notes and interest accrued or to accrue thereon through the maturity dates thereof; (iii) the Barclays Letter of Credit issued by Barclays will only support the payment of the principal amount due and payable at the stated maturity of the Ser ies A-3 Notes and interest accrued or to accrue thereon through the maturity dates thereof ; and (iv) the PNC Letter of Credit issued by PNC will only support the payment of the principal amount due and payable at the stated maturity of the Series A-4 Notes and interest accrued or to accrue thereon through the maturity dates thereof .

Each Bank is obligated only for the amount payable under the related letter of credit for the related series of CP Notes and is not obligated to pay any amount payable under any other letter of credit or for any series of CP Notes not supported by such letter of credit.

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

LIABLE, AND NEITHER THE CREDIT NOR THE TAXING POWER OF THE CITY AND COUNTY OF SAN FRANCISCO IS PLEDGED, FOR THE PAYMENT OF THE CP NOTES. “Available Water Enterprise Revenues, ” means all of the moneys in the Revenue Fund (as defined in the Water Bonds Indenture and comprised primarily of Water Enterprise Revenues and earnings thereon) remaining after (i) the payments required by Subsections 5.01(b)(1), (2), (3) and (4) and Subsections

5.02(a), (b) and (c), but prior to the transfers required by Subsections 5.01(b)(5) and Section 5.01(b)(6) of the Water Bonds Indenture and (ii) all amounts required to be paid under any other indenture or resolution of the Commission for principal, interest, reserve fund and any other debt service requirements on other Water Revenue Bonds and Subordinated Water Bonds of the Commission as the same become due and payable.
“Water Enterprise Revenues” is defined as all gross revenues of the Water Enterprise, including all charges received for and all other income and receipts derived by the Commission or the City from the operation of the Water Enterprise, or arising from the Water Enterprise, including connection and installation charges, but excluding (i) any money received by or for the account of the City or the Commission from the levy or collection of taxes, (ii) monies received from the State of California (the “State”) and the United States of America and required to be deposited in restricted funds, (iii) refundable deposits made to establish credit, (iv) advances and contributions made to the Commission or the City to be applied to construction, (v) monies required to be paid to the State or the United States of America pursuant to agreements of the City or the Commission, (vi) monies received from insurance proceeds or the sale of or by the taking by or under the threat of eminent domain of all or any part of the Water Enterprise (which moneys will be received and disposed of pursuant to the Water Bonds Indenture), (vii) proceeds of Water Revenue Bonds or proceeds from loans obtained by the Commission , (viii) moneys or securities received by the Cit y or the Commission as gifts or grants, the use of which is restricted by the donor or the grantor, (ix) sewer service fees or charges, (x) any surcharge imposed by or upon the direction of any joint powers agency or other governmental entity, other than t he Commission, the City or any department or agency of the City, whether or not collected by the Commission, the City or any department or agency of the City, for the purpose of financing improvements to the facilities comprising the Water Enterprise.

The term “Water Enterprise Revenues” also includes (i) all interest, profits or other income derived from the deposit or investment of any moneys in any fund or account established under the Water Bonds Indenture (excluding any rebate fund and any escrow fund pledged for the payment of defeased bonds) or in any fund or account of the Water Enterprise and legally available to pay debt service on the Commission’s outstanding water revenue bonds, and notes or other evidences of indebtedness payable from Water

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Enterprise Revenues on a parity with the outstanding water revenue bonds, and (ii) any other moneys, proceeds and other amounts that the Commission determines should be Water Enterprise Revenues under the Water Bonds Indenture.

Under each Issuing and Payin g Agent Agreement, the Commission has covenanted to establish, maintain and collect rates and charges with respect to the Water Enterprise sufficient (after giving effect to the expected receipt of refinancing proceeds from the sale of CP Notes or Water Revenue Bonds) to pay the CP Notes, the Bank Notes and all other obligations payable from the Water Enterprise.

The Commission has also covenant ed not to issue any additional bonds, notes or other obligations for borrowed money payable from or secured by the revenues of the Water Enterprise unless the Commission certifies that either (i) actual revenues for the most recently completed fiscal year or (ii) projected revenues for the next three fiscal years following the issuance of such additional bonds, notes or other indebtedness, are or will be sufficient to satisfy the rate covenant, assuming the issuance of such additional bonds, notes or other indebtedness to pay any maturing CP Notes.

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

The Commission has entered into the SMBC A-1 Reimbursement Agreement with SMBC pursuant to which SMBC issued an irrevocable direct-pay letter of credit (the “SMBC A-1 Letter of Credit”) for the account of the Commission supporting the payment of principal of and interest due thereon at maturity or upon acceleration of Series A-1 Notes. The Series A-1 Notes are issued pursuant to the terms of the Issuing and Paying Agent Agreement, dated as of July 1, 2017, as amended by the First Amendment to Issuing and Paying Agent Agreement, dated as of May 18, 2021 (together, the “Series A-1 Issuing and Paying Agent Agreement”), each by and between U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as issuing and paying agent (the “Series A-1 Issuing and Paying Agent”), and the Commission.

SMBC A-1 Letter of Credit
The SMBC A-1 Letter of Credit is an irrevocable transferable obligation of SMBC and supports the payment of principal of and interest on maturing Series A-1 Notes only. The SMBC A-1 Letter of Credit may not be drawn on for any other purpose. The SMBC A-1 Letter of Credit was issued in an amount equal to the maximum principal amount of $100,000,000 of the Series A-1 Notes plus 270 days’ interest thereon at the rate of 12% per annum ca lculated on the basis of a 360-day year (the “Stated Amount”).

The Series A-1 Issuing and Paying Agent is authorized to draw on the SMBC A-1 Letter of Credit in an aggregate amount not to exceed the Stated Amount of the SMBC A-1 Letter of Credit and in accordance with the terms and conditions and, subject to the reductions and reinstatements as described therein, in amounts as set forth in the SMBC A-1 Letter of Credit, in one or more Drawings, payable as set forth in the SMBC A-1 Letter of Credit on any Bu siness Day, by presentation of the appropriate

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certifications for the following purposes (presentation of any such certificate being a “Drawing”), in each case an aggregate amount not exceeding the Stated Amount of the SMBC A-1 Letter of Credit:
(a) with respect to the payment at maturity of the principal of and interest at maturity on Series A-1 Notes issued in accordance with the Series A-1 Issuing and Paying Agent Agreement, (b) with respect to the payment at maturity of the principal of and interest to maturity on Series A-1 Notes issued in accordance with the Series A-1 Issuing and Paying Agent Agreement that otherwise mature on or after the date that the Series A-1 Issuing and Paying Agent receives the Final Drawing Notice from SMBC,
(c) with respect to a payment of the principal of and interest due upon acceleration of certain of the Series A-1 Notes issued in accordance with the Series A-1 Issuing and Paying Agent Agreement, or
(d) with respect to the payment of the principal of and interest due upon acceleration of all outstanding Series A-1 Notes issued in accordance with the Series A-1 Issuing and Paying Agent Agreement (the “Final Acceleration Drawing”).

Upon SMBC honoring any Drawing, the Stated Amount and the amount available to be drawn under the SMBC A-1 Letter of Credit for subsequent Drawings will be automatically decreased by an amount equal to the amount of such Drawing. In connection therewith, the Stated Amount and the amounts from time to time available to be drawn under the SMBC A-1 Letter of Credit (except in the case of the Final Acceleration Drawing or a Drawing resulting from the delivery of the Final Drawing Notice) will be increased when and to the extent, but only when and to the extent, (a) (i) of transfer by the Series A-1 Issuing and Paying Agent to SMBC on the date such Drawing is honored of proceeds of Series A-1 Notes issued on such date or (ii) the Series A- 1 Issuing and Paying Agent receives written notice from SMBC that SMBC has been reimbursed by or on behalf of the Commission for any amount drawn under the SMBC A-1 Letter of Credit and
(b) that the Series A -1 Issuing and Paying Agent has not received from SMBC a No- Issuance Notice.

Upon SMBC’s honoring the Final Acceleration Drawing, the Stated Amount shall be permanently reduced to zero and the Stated Amount shall no longer be reinstated.

The SMBC A-1 Letter of Credit will expire at 4:00 P.M., New York City time, on the date (the earliest of such dates to occur is referred to herein as the “Termination Date”) which is the earliest of:
(a) February 15, 2030 (the “Stated Expiration Date”) or such later date as is specified by SMBC in a written notice to the Series A-1 Issuing and Paying Agent, (b) the later of (i) the date on which SMBC receives written notice from the Series A- 1 Issuing and Paying Agent t hat an Alternate Facility as specified in such notice has been substituted for the SMBC A-1 Letter of Credit in accordance with the Series A-1 Issuing and Paying Agent Agreement and (i) the effective date of such Alternate Facility (after SMBC honors any properly presented and conforming Drawing on or prior to such date),

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(c) the date on which SMBC receives written notice from the Series A-1 Issuing and Paying Agent that there are no longer any Series A-1 Notes Outstanding within the meaning of the Series A-1 Issuing and Paying Agent Agreement, nor does the Commission intend to issue any additional Series A-1 Notes under the Series A-1 Issuing and Paying Agent Agreement and that the Series A-1 Issuing and Paying Agent elects to terminate the SMBC A-1 Letter of Credit, (d) the earlier of (i) the 15th calendar day after the date on which the Series A-1 Issuing and Paying Agent receives the Final Drawing Notice and (ii) the date on which the Drawing resulting from the delivery of the Final Drawing Notice is honored under the SMBC A-1 Letter of Credit, and
(e) the date on which the Final Acceleration Drawing is honored under the SMBC A- 1 Letter of Credit.

SMBC A-1 Reimbursement Agreement Events of Default
If any of the following events occurs, each such event will be an “Event of Default” under the SMBC A-1 Reimbursement Agreement:
(a) the Commission fails to pay, or cause to be paid, as and when due, (i) any Reimbursement Obligation, or (ii) any Obligation (other than a Reimbursement Obligation) and, in such case, such failu re shall continue for three Business Days; (b) any representation or warranty made by or on behalf of the Commission in the SMBC A-1 Reimbursement Agreement or in any other Basic Document or in any certificate or statement delivered thereunder is incorrect or untrue in any material respect when made or deemed to have been made or delivered;
(c) the Commission defaults in the due performance or observance of certain covenants set forth in the SMBC A-1 Reimbursement Agreement; (d) the Commission defaults in the due performance or observance of any other term, covenant or agreement contained in the SMBC A-1 Reimbursement Agreement or any other Basic Document and such default remains unremedied for a period of 30 days after the occurrence thereof;
(e) the Commission or the City and County of San Francisco, directly or indirectly, (i) has entered involuntarily against it an order for relief under the United States Bankruptcy Code, as amended, (ii) become insolvent or shall not pay, or be unable to pay, or admit in writing its inability to pay, its debts generally as they become due, (iii) make an assignment for the benefit of creditors, (iv) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its Property, (v) institute any proceeding seeking to have entered against it an order for relief under the United States Bankruptcy Code, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, marshalling of assets, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vi) take any corporate action in furtherance of any matter described in parts (i) through (v) above, or (vii) fail to contest in good faith any appointment or proceeding described in paragraph (f) below;

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(f) a custodian, receiver, trustee, examiner, liquidator or similar official is appointed for the Commission or the City and County of San Francisco or any substantial part of its Property, or a proceeding described in clause (e)(v) above is instituted against the Commission or the City and County of San Francisco and such proceeding continues undischarged or any such proceeding continues undismissed or unstayed for a period of 30 or more days; (g) a debt moratorium, debt restructuring, debt adjustment or comparable restriction is imposed on the repayment when due and payable of the principal of or interest on any Debt of the Commission by the Commission or any Governmental Authority with appropriate jurisdiction; (h) any material provision of the SMBC A-1 Reimbursement Agreement, the Charter, any other Basic Document or any operative document related to Water Enterprise Debt, including without limitation, the Water Bonds Indenture at any time for any reason ceases to be valid and binding on the Commission for any reason or is declared by any court or other Governmental Authority with competent jurisdiction to be null and void, invalid, or unenforceable, or the validity or enforceability thereof is publicly contested by the Commission or by a Governmental Authority with competent jurisdiction, or the Commission denies that it has any further liability under the SMBC A-1 Reimbursement Agreement, the Charter, any other Basic Document or any operative document related to Water Enterprise Debt, including without limitation, the Water Bonds Indenture;
(i) dissolution or termination of the existence of the Commission; (j) the Commission shall (i) default on the payment of the principal of or interest on any Water Enterprise Debt, beyond the period of grace, if any, provided in the instrum ent or agreement under which such Water Enterprise Debt was created or incurred; or (ii) default in the observance or performance of any agreement or condition relating to any Water Enterprise Debt, including, without limitation, any Bank Agreement, or con tained in any instrument or agreement evidencing, securing or relating thereto, or any other default, event of default or similar event shall occur or condition exist, the effect of which default, event of default or similar event or condition is to permit (determined without regard to whether any notice is required), or result in, any such Water Enterprise Debt to become immediately due and payable in full as the result of the acceleration, mandatory redemption or mandatory tender of such Water Enterprise Debt; (k) the Commission shall (i) default on the payment of the principal of or interest on any Debt (other than Water Enterprise Debt) aggregating in excess of $10,000,000, beyond the period of grace, if any, provided in the instrument or agreement under which such Debt (other than Water Enterprise Debt) was created or incurred; or (ii) default in the observance or performance of any agreement or condition relating to any Debt (other than Water Enterprise Debt) aggregating in excess of $10,000,000, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other default, event of default or similar event shall occur or condition exist, the effect of which default, event of default, or similar event or condition is to permit (determined without regard to whether any notice is required), or result in, any such Debt to become immediately due and payable in full as the result of the acceleration, mandatory redemption or mandatory tender of such Debt (other than Water Enterprise Debt);
(l) any final, unappealable judgment or judgments, writ or writs or warrant or warrants of attachment, or any similar process or processes, in an aggregate amount not less than $10,000,000 is entered or filed against the Commission or against any of its Property and remain unpaid, unvacated, unbonded or unstayed for a period of 30 days;

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(m) (i) the Commission defaults in the due performance or observance of any material term, covenant or agreement contained in any other Basic Document and the same is not cured within any applicable cure period or (ii) any “event of default” under any Basic Document (as defined respectively therein) occurs;
(n) a ruling, assessment, notice of deficiency or technical advice by the Internal Revenue Service is rendered to the effect that interest on the Series A-1 Notes is includable in the gross income of the holder(s) or owner(s) of such Series A-1 Notes and either (i) the Commission, after it has been notified by the Internal Revenue Service, does not challenge such ruling, assessment , notice or advice in a court of law during the period within which such challenge is permitted or (ii) the Commission challenges such ruling, assessment, notice or advice and a court of law makes a determination, not subject to appeal or review by another court of law, that such ruling, assessment, notice or advice is correctly rendered; (o) any of Moody’s or S&P downgrades its long-term unenhanced rating of any Senior Debt of the Commission to below Baa2 (or its equivalent), or BBB (or its equivalent), respectively, or suspended or withdrawn its rating of the same; or
(p) the passage of any Law has occurred which could reasonably be expected to have a material adverse effect on the Commission’s ability to perform its obligations under the SMBC A-1 Reimbursement Agreement or the other Basic Documents or to result in a material adverse effect on the enforceability or validity of the SMBC A-1 Reimbursement Agreement or any of the other Basic Documents.

SMBC A-1 Reimbursement Agreement Remedies
Upon the occurrence of any Event of Default under the SMBC A-1 Reimbursement Agreement, SMBC may exercise any one or more of the following rights and remedies in addition to any other remedies provided in the SMBC A-1 Reimbursement Agreement or by law provided:
(a) declare all Obligations to be immediately due and payable, whereupon the same will be immediately due and payable without any further notice of any kind, which notice is waived by the Commission; provided, however, that in the case of an Event of Default described in paragraph (e), (f) or (g) above under the subcaption “—SMBC A-1 Reimbursement Agreement Events of Default,” such acceleration will automatically occur (unless such automatic acceleration is waived by SMBC in writing); or
(b) issue a No-Issuance Notice (the effect of which will be as provided in the SMBC A-1 Reimbursement Agreement), reduce the Stated Amount of the SMBC A-1 Letter of Credit to the amount of the then outstanding Series A -1 Notes supported by the SMBC A-1 Letter of Credit plus a corresponding amount of interest coverage reduce the Stated Amount of the SMBC A-1 Letter of Credit as the then outstanding Series A-1 Notes are paid, and terminate the SMBC A-1 Letter of Credit when no Series A-1 Notes remain outstanding; or (c) issue the Final Drawing Notice (the effect of which will be to cause the Termination Date of the SMBC A-1 Letter of Credit to occur on the 15th calendar day after the date of receipt thereof by the Series A-1 Issuing and Paying Agent); or (d) pursue any rights and remedies it may have under the Basic Documents; or (e) pursue any other action available at law or in equity.

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Related Covenants
Under the Series A-1 Issuing and Paying Agent Agreement, the Commission has covenant ed to maintain in effect the SMBC A-1 Letter of Credit or an Alternate Facility meeting the requirements of the Series A-1 Issuing and Paying Agent Agreement at all times that CP Notes are outstanding thereunder. The Commission has further covenant ed that if it is unable to obtain a commitment for an Alternate Facility at least 90 days prior to the Expiration Date, it will use its best efforts, to the extent permitted by law, to endeavor to refinance such outstanding CP Notes or Bank Notes, as the case may be.

The Commission will deliver written notice of a proposed Alternate Facilit y to the Series A-1 Issuing and Paying Agent, the related Bank, the City and each Dealer not less than 45 days prior to the substitution date. The Series A-1 Issuing and Paying Agent will deliver written notice of such substitution to the registered Holders of such Series A-1 CP Notes at least 30 days prior to the substitution date.

SMBC A-2 LETTER OF CREDIT AND
SMBC A-2 REIMBURSEMENT AGREEMENT
(RELATING TO SERIES A-2 NOTES)
The following description is a summary of certain provisions of the SMBC A-2 Letter of Credit and the SMBC A-2 Reimbursement Agreement. Such summary does not purport to be a complete description or restatement of the material provisions of the SMBC A-2 Letter of Credit or the SMBC A-2 Reimbursement Agreement. Investors should obtain and review copies of the SMBC A-2 Letter of Credit and the SMBC A- 2 Reimbursement Agreement in order to understand all of the terms of those documents. All capitalized terms appearing under this heading shall have the meanings assigned to them in the SMBC A-2 Reimbursement Agreement or the SMBC A-2 Letter of Credit.

The Commission has entered into the SMBC A-2 Reimbursement Agreement with SMBC, pursuant to which SMBC issued an irrevocable direct-pay letter of credit (the “SMBC A-2 Letter of Credit”) for the account of the Commission supporting the payment of principal of and interest due thereon at maturity or upon acceleration of Series A-2 Notes. The Series A-2 Notes are issued pursuant to the terms of the Issuing and Paying Agent Agreement, dated as of June 1, 2019 (the “Series A-2 Issuing and Paying Agent Agreement ”), by and between U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as issuing and paying agent (the “Series A-2 Issuing and Paying Agent”), and the Commission.

SMBC A-2 Letter of Credit
The SMBC A-2 Letter of Credit is an irrevocable transferable obligation of SMBC and supports the payment of principal of and interest on maturing Series A-2 Notes only. The SMBC A-2 Letter of Credit may not be drawn on for any other purpose. The SMBC A-2 Letter of Credit was issued in an amount equal to the maximum principal amount of $200,000,000 of the Series A-2 Notes plus 270 days’ interest thereon at the rate of 12% per annum calculated on the basis of a 360-day year (the “Stated Amount ”).

The Series A-2 Issuing and Paying Agent is authorized to draw on the SMBC A-2 Letter of Credit in an aggregate amount not to exceed the Stated Amount of the SMBC A-2 Letter of Credit and in accordance with the terms and conditions and, subject to the reductions and reinstatements as described therein, in amounts as set forth in the SMBC A-2 Letter of Credit , in one or more Drawings, payable as set forth in the SMBC A-2 Letter of Credit on any Business Day, by presentation of the appropriate certifications for the following purposes (presentation of any such certificate being a “Drawing”), in each case an aggregate amount not exceeding the Stated Amount of the SMBC A-2 Letter of Credit :

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(a) with respect to the payment at maturity of the principal of and interest at maturity on Series A-2 Notes issued in accordance with the Series A-2 Issuing and Paying Agent Agreement, (b) with respect to the payment at maturity of the principal of and interest to maturity on Series A-2 Notes issued in accordance with the Series A-2 Issuing and Paying Agent Agreement that otherwise mature on or after the date that the Series A-2 Issuing and Paying Agent receives the Final Drawing Notice from SMBC,
(c) with respect to a payment of the principal of and interest due upon acceleration of certain of the Series A-2 Notes issued in accordance with the Series A-2 Issuing and Paying Agent Agreement, or
(d) with respect to the paym ent of the principal of and interest due upon acceleration of all outstanding Series A-2 Notes issued in accordance with the Series A-2 Issuing and Paying Agent Agreement (the “Final Acceleration Drawing”).

Upon SMBC honoring any Drawing, the Stated Amount and the amount available to be drawn under the SMBC A-2 Letter of Credit for subsequent Drawings will be automatically decreased by an amount equal to the amount of such Drawing. In connection therewith, the Stated Amount and the amounts from time to tim e available to be drawn under the SMBC A-2 Letter of Credit (except in the case of the Final Acceleration Drawing or a Drawing resulting from the delivery of the Final Drawing Notice) will be increased when and to the extent, but only when and to the exten t, (a) (i) of transfer by the Series A-2 Issuing and Paying Agent to SMBC on the date such Drawing is honored of proceeds of Series A-2 Notes issued on such date or (ii) the Series A- 2 Issuing and Paying Agent receives written notice from SMBC that SMBC has been reimbursed by or on behalf of the Commission for any amount drawn under the SMBC A-2 Letter of Credit and
(b) that the Series A -2 Issuing and Paying Agent has not received from SMBC a No- Issuance Notice.

Upon SMBC’s honoring the Final Acceleration Drawing, the Stated Amount shall be permanently reduced to zero and the Stated Amount shall no longer be reinstated.

The SMBC A-2 Letter of Credit will expire at 4:00 P.M., New York City time, on the date (the earliest of such dates to occur is referred to herein as the “Termination Date”) which is the earliest of:
(a) June 14, 2027 (the “Stated Expiration Date”) or such later date as is specified by SMBC in a written notice to t he Series A-2 Issuing and Paying Agent, (b) the later of (i) the date on which SMBC receives written notice from the Series A- 2 Issuing and Paying Agent that an Alternate Facility as specified in such notice has been substituted for the SMBC A-2 Letter of Credit in accordance with the Series A-2 Issuing and Paying Agent Agreement and (i) the effective date of such Alternate Facility (after SMBC honors any properly presented and conforming Drawing on or prior to such date), (c) the date on which SMBC receives written notice from the Series A-2 Issuing and Paying Agent that there are no longer any Series A-2 Notes Outstanding within the meaning of the Series A-2 Issuing and Paying Agent Agreement, nor does the Commission intend to issue any

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additional Series A-2 Notes under the Series A-2 Issuing and Paying Agent Agreement and that the Series A-2 Issuing and Paying Agent elects to terminate the SMBC A-2 Letter of Credit , (d) the earlier of (i) the 15th calendar day after the date on which the Series A-2 Issuing and Paying Agent receives the Final Drawing Notice and (i) the date on which the Drawing resulting from the delivery of the Final Drawing Notice is honored under the SMBC A-2 Letter of Credit, and
(e) the date on which the Final Acceleration Drawing is honored under the SMBC A- 2 Letter of Credit .

SMBC A-2 Reimbursement Agreement Events of Default
If any of the following events occurs, each such event will be an “Event of Default ” under the SMBC A-2 Reimbursement Agreement :
(a) the Commission fails to pay, or cause to be paid, as and when due, (i) any Reimbursement Obligation, or (ii) any Obligation (other than a Reimbursement Obligation) and, in such case, such failure shall continue for three Business Days; (b) any representation or warranty made by or on behalf of the Commission in the SMBC A-2 Reimbursement Agreement or in any other Basic Document or in any certificate or statement delivered thereunder is incorrect or untrue in any material respect when made or deemed to have been made or delivered;
(c) the Commission defaults in the due performance or observance of certain covenants set forth in the SMBC A-2 Reimbursement Agreement ; (d) the Commission defaults in the due performance or observance of any other term, covenant or agreement contained in the SMBC A-2 Reimbursement Agreement or any other Basic Document and such default remains unremedied for a period of 30 days after the occurrence thereof;
(e) the Commission or the City and County of San Francisco, directly or indirectly, (i) has entered involuntarily against it an order for relief under the United States Bankruptcy Code, as amended, (ii) become insolvent or shall not pay, or be unable to pay, or admit in writing its inability to pay, its debts generally as they become due, (iii) make an assignment for the benefit of creditors, (iv) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its Property, (v) institute any proceeding seeking t o have entered against it an order for relief under the United States Bankruptcy Code, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, marshalling of assets, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vi) take any corporate action in furtherance of any matter described in parts (i) through (v) above, or (vii) fail to contest in good faith any appointment or proceeding described in paragraph (f) below;
(f) a custodian, receiver, trustee, examiner, liquidator or similar official is appointed for the Commission or the City and County of San Francisco or any substantial part of its Property, or a proceeding described in clause (e)(v) above is instituted against the Commission or the City

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and County of San Francisco and such proceeding continues undischarged or any such proceeding continues undismissed or unstayed for a period of 30 or more days; (g) a debt moratorium, debt restructuring, debt adjustment or comparable restriction is imposed on the repayment when due and payable of the principal of or interest on any Debt of the Commission by the Commission or any Governmental Authority with appropriate jurisdiction; (h) any material provision of the SMBC A-2 Reimbursement Agreement , the Charter, any other Basic Document or any operative document related to Water Enterprise Debt, including without limitation, the Water Bonds Indenture at any time for any reason ceases to be valid and binding on the Commission for any reason or is declared by any court or other Governmental Authority with competent jurisdiction to be null and void, invalid, or unenforceable, or the validity or enforceability thereof is publicly contested by the Commission or by a Governmental Authority with competent jurisdiction, or the Commission denies that it has any further liability un der the SMBC A-2 Reimbursement Agreement , the Charter, any other Basic Document or any operative document related to Water Enterprise Debt, including without limitation, the Water Bonds Indenture;
(i) dissolution or termination of the existence of the Commission; (j) the Commission (i) defaults on the payment of the principal of or interest on any Water Enterprise Debt, beyond the period of grace, if any, provided in the instrument or agreement under which such Water Enterprise Debt was created or incurred; or (ii) defaults in the observance or performance of any agreement or condition relating to any Water Enterprise Debt, including, without limitation, any Bank Agreement, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other default, event of default or similar event occurs or condition exists, the effect of which is to permit (determined without regard to whether any notice is required) any such Water Enterprise Debt to become immediately due and payable in full as the result of the acceleration, mandatory redemption or mandatory tender of such Water Enterprise Debt;
(k) the Commission (i) defaults on the payment of the principal of or interest on any Debt (other than Water Enterprise Debt) aggregating in excess of $10,000,000, beyond the period of grace, if any, provided in the instrument or agreement under which such Debt (other than Water Enterprise Debt) was created or incurred; or (ii) defaults in the observance or performance of any agreement or condition relating to an y Debt (other than Water Enterprise Debt) aggregating in excess of $10,000,000, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other default, event of default or similar event occurs or condition exists, the effect of which is to permit (determined without regard to whether any notice is required) any such Debt to become immediately due and payable in full as the result of the acceleration, mandatory redemption or mandatory tender of such Debt (other than Water Enterprise Debt); (l) any final, unappealable judgment or judgments, writ or writs or warrant or warrants of attachment, or any similar process or processes, in an aggregate amount not less than $10,000,000 is entered or filed against the Commission or against any of its Property and remain unpaid, unvacated, unbonded or unstayed for a period of 30 days; (m) (i) the Commission defaults in the due performance or observance of any material term, covenant or agreement contained in any other Basic Document and the same is not cured within any applicable cure period or (ii) any “event of default ” under any Basic Document (as defined respectively therein) occurs;

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(n) a ruling, assessment, notice of deficiency or technical advice by the Internal Revenue Service is rendered to the effect that interest on the Series A -2 Notes is includable in the gross income of the holder(s) or owner(s) of such Series A-2 Notes and either (i) the Commission, after it has been notified by the Internal Revenue Service, does not challenge such ruling, assessment, notice or advice in a court of law during the period within which such challenge is permitted or (ii) the Commission challenges such ruling, assessment, notice or advice and a court of law makes a determination, not subject to appeal or review by another court of law, that such ruling, assessment, notice or advice is correctly rendered; (o) any of Moody’s or S&P downgrades its long-term unenhanced rating of any Senior Debt of the Commission to below Baa2 (or its equivalent), or BBB (or its equivalent), respectively, or suspended or withdrawn its rating of the same; or
(p) the passage of any Law has occurred which could reasonably be expected to have a material adverse effect on the Commission ’s ability to perform its obligations under the SMBC A-2 Reimbursement Agreement or the other Basic Documents or to result in a material adverse effect on the enforceability or validity of the SMBC A-2 Reimbursement Agreement or any of the other Basic Documents.

SMBC A-2 Reimbursement Agreement Remedies
Upon the occurrence of any Event of Default under the SMBC A-2 Reimbursement Agreement, SMBC may exercise any one or more of the following rights and remedies in addition to any other remedies provided in the SMBC A-2 Reimbursement Agreement or by law provided:
(a) declare all Obligations to be immediately due and payable, whereupon the same will be immediately due and payable without any further notice of any kind, which notice is waived by the Commission; provided, however, that in the case of an Event of Default described in paragraph (e), (f) or (g) above under the subcaption “—SMBC A-2 Reimbursement Agreement Events of Default, ” such acceleration will automatically occur (unless such automatic acceleration is waived by SMBC in writing); or
(b) issue a No-Issuance Notice (the effect of which will be as provided in the SMBC A-2 Reimbursement Agreement ), reduce the Stated Amount of the SMBC A-2 Letter of Credit to the amount of the then outstanding Series A -2 Notes supported by the SMBC A-2 Letter of Credit plus a corresponding amount of interest coverage reduce the Stated Amount of the SMBC A-2 Letter of Credit as the then outstanding Series A-2 Notes are paid, and terminate the SMBC A-2 Letter of Credit when no Series A-2 Notes remain outstanding; or (c) issue the Final Drawing Notice (the effect of which will be to cause the Termination Date of the SMBC A-2 Letter of Credit to occur on the 15th calendar day after the date of receipt thereof by the Series A-2 Issuing and Paying Agent); or (d) pursue any rights and remedies it may have under the Basic Documents; or (e) pursue any other action available at law or in equity.

Related Covenants
Under the Series A-2 Issuing and Paying Agent Agreement, the Commission has covenant ed to maintain in effect the SMBC A-2 Letter of Credit or an Alternate Facility meeting the requirements of the

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Series A-2 Issuing and Paying Agent Agreement at all times that CP Notes are outstanding thereunder. The Commission has further covenant ed that if it is unable to obtain a commitment for an Alternate Facility at least 90 days prior to the Expiration Date, it will use its best efforts, to the extent permitted by law, to endeavor to refinance such outstanding CP Notes or Bank Notes, as the case may be.

The Commission will deliver written notice of a proposed Alternate Facility to the Series A-2 Issuing and Paying Agent, the related Bank, the City and each Dealer not less than 45 days prior to the substitution date. The Series A-2 Issuing and Paying Agent will deliver written notice of such substitution to the registered Holders of such Series A-2 CP Notes at least 30 days prior to the substitution date.

BARCLAYS LETTER OF CREDIT

AND BARCLAYS REIMBURSEMENT AGREEMENT
(RELATING TO SERIES A-3 NOTES)
The following description is a summary of certain provisions of the Barclays Letter of Credit and the Barclays Reimbursement Agreement. Such summary does not purport to be a complete description or restatement of the material provisions of the Barclays Letter of Credit or the Barclays Reimbursement Agreement. Investors should obtain and review copies of the Barclays Letter of Credit and the Barclays Reimbursement Agreement in order to understand all of the terms of those documents. All capitalized terms appearing under this heading “BARCLAYS LETTER OF CREDIT AND BARCLAYS REIMBURSEMENT AGREEMENT” shall have the meanings assigned to them in the Barclays Reimbursement Agreement or the Barclays Letter of Credit.

The Commission has entered into the Barclays Reimbursement Agreement with Barclays, pursuant to which Barclays issued an irrevocable direct -pay letter of credit (the “Barclays Letter of Credit ”) for the account of the Commission supporting the payment of principal of and interest due thereon at maturity or upon acceleration of Series A-3 Notes. The Series A-3 Notes are issued pursuant to the terms of the Issuing and Paying Agent Agreement, dated as of July 1, 2017 (the “Series A-3 Issuing and Paying Agent Agreement ”), by and between U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as issuing and paying agent (the “Series A-3 Issuing and Paying Agent ”), and the Commission.

Barclays Letter of Credit
The Barclays Letter of Credit is an irrevocable transferable obligation of Barclays and supports the payment of principal of and interest on maturing Series A-3 Notes only. The Barclays Letter of Credit may not be drawn on for any other purpose. The Barclays Letter of Credit has been issued in an amount equal to the maximum principal amount of $100,000,000 of the Series A-3 Notes plus 270 days’ interest thereon at the rate of 12% per annum calculated on the basis of a year of 360 days (the “Stated Amount ”). The Series A-3 Issuing and Paying Agent is authorized to draw on the Barclays Letter of Credit in an aggregate amount not to exceed the Stated Amount of the Barclays Letter of Credit and in accordance with the terms and conditions and, subject to the reductions and reinstatements as described therein, in amounts as set forth in the Barclays Letter of Credit, in one or more Drawings, payable as set forth in the Barclays Letter of Credit on any Business Day, by presentation of the appropriate certifications, (i) for the payment at maturity of the principal of and interest on Series A-3 Notes or (ii) for the payment at maturity of the principal of and interest to maturity on Series A-3 Notes that otherwise mature on or after the date that the Series A-3 Issuing and Paying Agent receives a Final Drawing Notice from Barclays.

Upon Barclays honoring any Drawing, the Stated Amount and the amount available to be drawn under the Barclays Letter of Credit by the Series A-3 Issuing and Paying Agent pursuant to any subsequent Drawing shall be automatically decreased by an amount equal to the amount of such Drawing. In

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connection therewith, the Stated Amount shall be increased when and to the extent, but only when and to the extent (i) (A) of transfer by the Series A-3 Issuing and Paying Agent to Barclays on the date such Drawing is honored of proceeds of Series A-3 Notes issued on such date or (B) the Series A-3 Issuing and Paying Agent receives written notice from Barclays that Barclays has been reimbursed by or on behalf of the Commission for any amount drawn under the Barclays Letter of Credit by any Drawing, and (ii) that the Series A-3 Issuing and Paying Agent has not received a No-Issuance Notice from Barclays.

The Barclays Letter of Credit shall expire at 5:00 P.M., New York City time, on the date (the earliest of such date to occur referred to as the “Termination Date”) which is the earliest of:
(a) July 15, 2027 (unless extended pursuant to the terms of the Barclays Letter of Credit),
(b) the later of the date on which Barclays receives written notice from the Series A-3 Issuing and Paying Agent that an Alternate Facility (as defined in the Series A-3 Issuing and Paying Agent Agreement) has been substituted for the Barclays Letter of Credit in accordance with the Series A-3 Issuing and Paying Agent Agreement and the effective date of any such Alternate Facility (after Barclays honors any properly presented and conform ing Drawing on such date), (c) the date on which Barclays receives written notice from the Series A-3 Issuing and Paying Agent that there are no longer any Series A-3 Notes Outstanding within the meaning of the Series A-3 Issuing and Paying Agent Agreement and that the Series A-3 Issuing and Paying Agent elects to terminate the Barclays Letter of Credit, and
(d) the earlier of (a) the 15th calendar day after the date on which the Series A-3 Issuing and Paying Agent receives the Final Drawing Notice, and (b) the date on which the Drawing resulting from the delivery of the Final Drawing Notice is honored under the Barclays Letter of Credit.

Barclays Reimbursement Agreement Bail-In Acknowledgement and Agreement The Commission has acknowledged and agreed that notwithstanding any other term of the Barclays Reimbursement Agreement or any other agreement, arrangement or understanding with Barclays, any liability arising under or in connection with the Barclays Reimbursement Agreement may be subject to Bail-In Action (defined below) and the Commission accepted to be bound by the effect of:
(a) any Bail-In Action in relation to such liability, including (without limitation):
(i) a reduction, in full or in part, of any amount due in respect of any such liability;
(ii) a conversion of all or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, the Commission; and (iii) a cancellation of any such liability; and
(b) variation of any term of the Barclays Reimbursement Agreement to the extent necessary to give effect to Bail-In Action in relation to any such liability. “Bail-In Action ” means the exercise by a resolution authority of any write-down or conversion power existing from time to time (including, without limitation, any power to amend or alter the maturity

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of eligible liabilities of an institution under resolution or amend the amount of interest payable under such eligible liabilities or the date on which interest becomes payable, including by suspending payment for a temporary period and together with any power to terminate and value transactions) under, and exercised in compliance with, any laws, regulations, rules or requirements in effect in the United Kingdom relating to the transposition of the Bank Recovery and Resolution Directive, as amended from time to time, including but not limited to, the Banking Act 2009 as amended from time to time, and the instruments, rules and standards created thereunder, pursuant to which the Bank’s obligations (or those of our affiliates) can be reduced (including to zero), cancelled or converted into shares, other securities, or other obligations of the Bank or any other person.

Barclays Reimbursement Agreement Events of Default
If any of the following events occurs, each such event will be an “Event of Default” under the Barclays Reimbursement Agreement:
(a) the Commission fails to pay, or cause to be paid, as and when due, (i) any Reimbursement Obligation, or (ii) any Obligation (other than a Reimbursement Obligation) under the Barclays Reimbursement Agreement or under the Fee Agreement and, in such case, such failure continues for five Business Days;
(b) any representation or warranty made by or on behalf of the Commission in the Barclays Reimbursement Agreement or in any other Basic Document or in any certificate or statement delivered thereunder is incorrect or untrue in any material respect when made or deemed to have been made or delivered;
(c) the Commission defaults in the due performance or observance of any of the certain specified covenants set forth in th e Barclays Reimbursement Agreement; (d) the Commission defaults in the due performance or observance of any other term, covenant or agreement contained in the Barclays Reimbursement Agreement or any other Basic Document and such default remains unremedied for a period of 30 days after the occurrence thereof;
(e) the Commission or the City and County of San Francisco, directly or indirectly, (i) has entered involuntarily against it an order for relief under the United States Bankruptcy Code, as amended, (ii) becomes insolvent or does not pay, or is unable to pay, or admits in writing its inability to pay, its debts generally as they become due, (iii) makes an assignment for the benefit of creditors, (iv) applies for, seeks, consents to, or acquiesces in, the appointm ent of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its Property, (v) institutes any proceeding seeking to have entered against it an order for relief under the United States Bankruptcy Code, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, marshalling of assets, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fails to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vi) takes any corporate action in furtherance of any matter described in clauses (i) through (v) above, or (vii) fails t o contest in good faith any appointment or proceeding described in paragraph (f) below;
(f) a custodian, receiver, trustee, examiner, liquidator or similar official is appointed for the Commission or the City and County of San Francisco or any substantial part of its Property, or a proceeding described in clause (v) of paragraph (e) above is instituted against the Commission

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or the City and County of San Francisco and such proceeding continues undischarged, undismissed and unstayed for a period of 30 days;
(g) a debt moratorium, debt restructuring, debt adjustment or comparable restriction is imposed on the repayment when due and payable of the principal of or interest on any Debt of the Commission by the Commission or any Governmental Authority with appropriate jurisdiction; (h) any material provision of the Barclays Reimbursement Agreement, the Charter or any other Basic Document at any time for any reason ceases to be valid and binding on the Commission as a result of any legislative or administrative action by a Governmental Authority with competent jurisdiction or shall be declared in a final non appealable judgment by any court with competent jurisdiction to be null and void, invalid, or unenforceable, or the validity or enforceability thereof is publicly contested by the Commission, or the Commission publicly contests the validity or enforceability of any obligation to pay Water Enterprise Debt, including, without limitation, the Water Bonds Indenture, or any Authorized Representative publicly repudiates or otherwise denies in writing that it has any further liability or obligation under or with respect to any provision of the Barclays Reimbursement Agreement, the Charter, any other Basic Document or any operative document related to Water Enterprise Debt, including, without limitation, the Water Bonds Indenture;
(i) dissolution or termination of the existence of the Commission; (j) the Commission (i) defaults on the payment of the principal of or interest on any Water Enterprise Debt, beyond the period of grace, if any, provided in the instrument or agreement under which such Water Enterprise Debt was created or incurred; or (ii) defaults in the observance or performance of any agreement or condition relating to any Water Enterprise Debt, including, without limitation, an y Bank Agreement, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other default, event of default or similar event occurs or condition exists, the effect of which default, event of default or similar event or condition is to permit (determined without regard to whether any notice is required) any such Water Enterprise Debt to become immediately due and payable in full as the result of the acceleration, mandatory redemption or mandatory tender of such Water Enterprise Debt; (k) any final, unappealable judgment or judgments, writ or writs or warrant or warrants of attachment, or any similar process or processes, in an aggregate amount not less than $15,000,000 are entered or filed against the Commission or against any of its Property and remain unpaid, unvacated, unbonded and unstayed for a period of 60 days; (l) (i) the Commission defaults in the due performance or observance of any material term, covenant or agreement contained in any other Basic Document and the same shal l not have been cured within any applicable cure period or (ii) any “event of default ” under any other Basic Document (as defined respectively therein) has occurred; (m) a ruling, assessment, notice of deficiency or technical advice by the Internal Revenue Service is rendered to the effect that interest on the Subseries A-3 Notes is includable in the gross income of the holder(s) or owner(s) of such Subseries A-3 Notes and either (i) the Commission, after it has been notified by the Internal Revenue Service, does not challenge such ruling, assessment, notice or advice in a court of law during the period within which such challenge is permitted or (ii) the Commission challenges such ruling, assessment, notice or advice and a court of law makes a determination, not subject to appeal or review by another court of law, that such ruling, assessment, notice or advice is correctly rendered;

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(n) any of Fitch, Moody’s and S&P downgrades its long term unenhanced rating of any Senior Debt of the Commission to below “A-” (or its equivalent), “A3” (or its equivalent), or “A-” (or its equivalent) respectively, and such rating remains below “A-” (or its equivalent), “A3” (or its equivalent), or “A-” (or its equivalent) for one hundred twenty (120) days, or suspends or withdraws its rating of the same; or
(o) the passage of any Law has occurred which could reasonably be expected to have a material adverse effect on the Commission ’s ability to perform its obligations under the Barclays Reimbursement Agreement or the other Basic Documents or to result in a material adverse effect on the enforceability or validity of the Barclays Reimbursement Agreement or any of the other Basic Documents.

Barclays Reimbursement Agreement Remedies
Upon the occurrence of any Event of Default under the Barclays Reimbursement Agreement, Barclays may exercise any one or more of the following rights and remedies in addition to any other remedies provided in the Barclays Reimbursement Agreement or by law provided:
(a) declare all Obligations to be immediately due and payable, whereupon the same are immediately due and payable without any further notice of any kind, which notice is waived by the Commission; provided, however, that in the case of an Event of Default described in paragraph (e), (f) or (g) above under the su bcaption “—Barclays Reimbursement Agreement Events of Default, ” such acceleration will automatically occur (unless such automatic acceleration is waived by Barclays in writing); or
(b) issue a No Issuance Notice (the effect of which will be as provided in the Barclays Reimbursement Agreement), reduce the Stated Amount of the Barclays Letter of Credit to the amount of the then outstanding Series A -3 Notes supported by the Barclays Letter of Credit plus a corresponding amount of interest coverage, reduce the Stat ed Amount of the Barclays Letter of Credit as the then outstanding Series A-3 Notes are paid and/or terminate the Barclays Letter of Credit when no Series A-3 Notes remain outstanding; or
(c) issue the Final Drawing Notice (the effect of which will be to cause the Termination Date of the Barclays Letter of Credit to occur on the 15th calendar day after the date of receipt thereof by the Series A-3 Issuing and Paying Agent); or (d) pursue any rights and remedies it may have under the Basic Documents; or (e) pursue any other action available at law or in equity.

Related Covenants
Under the Series A-3 Issuing and Paying Agent Agreement, the Commission has covenant ed to maintain in effect the related Barclays Letter of Credit or an Alternate Facility meeting the requirement s of such Issuing and Paying Agent Agreement at all times that CP Notes are outstanding thereunder. The Commission has further covenant ed that if it is unable to obtain a binding commitment for an Alternate Facility at least 90 days prior to the Expiration Date, it will use its best efforts, to the extent permitted by law, to endeavor to refinance such outstanding CP Notes or Bank Notes, as the case may be.

The Commission will deliver written notice of a proposed Alternate Facility to the Series A-3 Issuing and Paying Agent, the related Bank, the City and each Dealer not less than 45 days prior to the

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substitution date. The Series A-3 Issuing and Paying Agent will deliver written notice of such substitution to the registered Holders of such Series A-3 CP Notes at least 30 days prior to the substitution date.

PNC LETTER OF CREDIT AND
PNC A-1 REIMBURSEMENT AGREEMENT
(RELATING TO SERIES A-4 NOTES)
The following description is a summary of certain provisions of the PNC Letter of Credit and the PNC Reimbursement Agreement. Such summary does not purport to be a complete description or restatement of the material provisions of the PNC Letter of Credit or the PNC Reimbursement Agreement.

Investors should obtain and review copies of the PNC Letter of Credit and the PNC Reimbursement Agreement in order to understand all of the terms of those documents. All capitalized terms appearing under this heading shall have the meanings assigned to them in the PNC Reimbursement Agreement or the PNC Letter of Credit.

The Commission has entered into the PNC Reimbursement Agreement with PNC pursuant to which PNC issued an irrevocable direct -pay letter of credit (the “PNC Letter of Credit”) for the account of the Commission supporting the payment of principal of and in terest due thereon at maturity or upon acceleration of Series A-4 Notes. The Series A-4 Notes are issued pursuant to the terms of the Issuing and Paying Agent Agreement, dated as of February [__], 2025 (the “Series A-4 Issuing and Paying Agent Agreement”) , by and between U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as issuing and paying agent (the “Series A-4 Issuing and Paying Agent”), and the Commission.

PNC Letter of Credit
The PNC Letter of Credit is an irrevocable transferable obligation of PNC and supports the payment of principal of and interest on maturing Series A-4 Notes only. The PNC Letter of Credit may not be drawn on for any other purpose. The PNC Letter of Credit was issued in an amount equal to the maximum principal amount of $150,000,000 of the Series A-4 Notes plus 270 days’ interest thereon at the rate of 12% per annum calculated on the basis of a 360-day year (the “Stated Amount”).

The Series A-4 Issuing and Paying Agent is authorized to draw on the PNC Letter of Credit in an aggregate amount not to exceed the Stated Amount of the PNC Letter of Credit and in accordance with the terms and conditions and, subject to the reductions and reinstatements as described therein, in amounts as set forth in the PNC Letter of Credit, in one or more Drawings, payable as set forth in the PNC Letter of Credit on any Business Day, by presentation of the appropriate certifications for the following purposes (presentation of any such certificate being a “Drawing”), in each case an aggregate amount not exceeding the Stated Amount of the PNC Letter of Credit:
(a) with respect to the payment at maturity of the principal of and interest at maturity on Series A-4 Notes issued in accordance with the Series A-4 Issuing and Paying Agent Agreement, (b) with respect to the payment at maturity of the principal of and interest to maturity on Series A-4 Notes issued in accordance with the Series A-4 Issuing and Paying Agent Agreement that otherwise mature on or after the date that the Series A-4 Issuing and Paying Agent receives the Final Drawing Notice from PNC,
(c) with respect to a payment of the principal of and interest due upon acceleration of certain of the Series A-4 Notes issued in accordance with the Series A-4 Issuing and Paying Agent Agreement, or

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(d) with respect to the payment of the principal of and interest due upon acceleration of all outstanding Series A-4 Notes issued in accordance with the Series A-4 Issuing and Paying Agent Agreement (the “Final Acceleration Drawing”).

Upon PNC honoring any Drawing, the Stated Amount and the amount available to be drawn under the PNC Letter of Credit for subsequent Drawings will be automatically decreased by an amount equal to the amount of such Drawing. In connection therewith, the Stated Amount and the amounts from time to time available to be drawn under the PNC Letter of Credit (except in the case of the Final Acceleration Drawing or a Drawing resulting from the delivery of the Final Drawing Notice) will be increased when and to the extent, but only when and to the extent,
(e) (i) of transfer by the Series A-4 Issuing and Paying Agent to PNC on the date such Drawing is honored of proceeds of Series A-4 Notes issued on such date or (ii) the Series A-4 Issuing and Paying Agent receives written notice from PNC that PNC has been reimbursed by or on behalf of the Commission for any amount drawn under the PNC Letter of Credit and (f) that the Series A -4 Issuing and Paying Agent has not received from PNC a No- Issuance Notice.

Upon PNC’s honoring the Final Acceleration Drawing, the Stated Amount shall be permanently reduced to zero and the Stated Amount shall no longer be reinstated.

The PNC Letter of Credit will expire at 4:00 P.M., New York City time, on the date (the earliest of such dates to occur is referred to herein as the “Termination Date”) which is the earliest of:
(g) [________], 20[__] (the “Stated Expiration Date”) or such later date as is specified by PNC in a written notice to the Series A-4 Issuing and Paying Agent, (h) the later of (i) the date on which PNC receives written notice from the Series A-4 Issuing and Paying Agent that an Alternate Facility as specified in such notice has been substituted for the PNC Letter of Credit in accordance with the Series A-4 Issuing and Paying Agent Agreement and (i) the effective date of such Alternate Facility (after PNC honors any properly presented and conforming Drawing on or prior to such date), (i) the date on which PNC receives written notice from the Series A-4 Issuing and Paying Agent that there are no longer any Series A-4 Notes Outstanding within the meaning of the Series A-4 Issuing and Paying Agent Agreement, nor does the Commission intend to issue any additional Series A-4 Notes under the Series A-4 Issuing and Paying Agent Agreemen t and that the Series A-4 Issuing and Paying Agent elects to terminate the PNC Letter of Credit, (j) the earlier of (i) the 15th calendar day after the date on which the Series A-4 Issuing and Paying Agent receives the Final Drawing Notice and (ii) the date on which the Drawing resulting from the delivery of the Final Drawing Notice is honored under the PNC Letter of Credit, and
(k) the date on which the Final Acceleration Drawing is honored under the PNC Letter of Credit.

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PNC Reimbursement Agreement Events of Default
If any of the following events occurs, each such event will be an “Event of Default” under the PNC Reimbursement Agreement:
(a) the Commission fails to pay, or cause to be paid, as and when due, (i) any Reimbursement Obligation, or (ii) any Obligation (oth er than a Reimbursement Obligation) and, in such case, such failure shall continue for three Business Days; (b) any representation or warranty made by or on behalf of the Commission in the PNC Reimbursement Agreement or in any other Basic Document or in any certificate or statement delivered thereunder is incorrect or untrue in any material respect when made or deemed to have been made or delivered;
(c) the Commission defaults in the due performance or observance of certain covenants set forth in the PNC Reimbursem ent Agreement; (d) the Commission defaults in the due performance or observance of any other term, covenant or agreement contained in the PNC Reimbursement Agreement or any other Basic Document and such default remains unremedied for a period of 30 days after the occurrence thereof;
(e) the Commission or the City and County of San Francisco, directly or indirectly, (i) has entered involuntarily against it an order for relief under the United States Bankruptcy Code, as amended, (ii) become insolvent or shall not pay, or be unable to pay, or admit in writing its inability to pay, its debts generally as they become due, (iii) make an assignment for the benefit of creditors, (iv) apply for, seek, consent to, or acquiesce in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its Property, (v) institute any proceeding seeking to have entered against it an order for relief under the United States Bankruptcy Code, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, marshalling of assets, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fail to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vi) take any corporate action in furtherance of any matter described in parts (i) through (v) above, or (vii) fail to contest in good faith any appointment or proceeding described in paragraph (f) below;
(f) a custodian, receiver, trustee, examiner, liquidator or similar official is appointed for the Commission or the City and County of San Francisco or any substantial part of its Property, or a proceeding described in clause (e)(v) under this heading “PNC Reimbursement Agreement Events of Default ” is instituted against the Commission or the City and County of San Francisco and such proceeding continues undischarged or any such proceeding continues undismissed or unstayed for a period of 30 or more days;
(g) a debt moratorium, debt restructuring, debt adjustment or comparable restriction is imposed on the repayment when due and payable of the principal of or interest on any Debt of the Commission by the Commission or any Governmental Authority with appropriate jurisdiction; (h) any material provision of the PNC Reimbursement Agreement, the Charter, any other Basic Document or any operative document related to Water Enterprise Debt, including without limitation, the Water Bonds Indenture at any time for any reason ceases to be valid and

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binding on the Commission for any reason or is declared by any court or other Governmental Authority with competent jurisdiction to be null and void, invalid, or unenforceable, or the validit y or enforceability thereof is publicly contested by the Commission or by a Governmental Authority with competent jurisdiction, or the Commission denies that it has any further liability under the PNC Reimbursement Agreement, the Charter, any other Basic Document or any operative document related to Water Enterprise Debt, including without limitation, the Water Bonds Indenture;
(i) dissolution or termination of the existence of the Commission; (j) the Commission (i) defaults on the payment of the principal of or in terest on any Water Enterprise Debt, beyond the period of grace, if any, provided in the instrument or agreement under which such Water Enterprise Debt was created or incurred; or (ii) defaults in the observance or performance of any agreement or condition relating to any Water Enterprise Debt, including, without limitation, any Bank Agreement, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other default, event of default or similar event occurs or condition exists, the effect of which default, event of default or similar event or condition is to permit (determined without regard to whether any notice is required), or result in, any such Water Enterprise Debt to become immediately due and payable in full as the result of the acceleration, mandatory redemption or mandatory tender of such Water Enterprise Debt; (k) the Commission (i) defaults on the payment of the principal of or interest on any Debt (other than Water Enterprise Debt) aggregating in excess of $10,000,000, beyond the period of grace, if any, provided in the instrument or agreement under which such Debt (other than Water Enterprise Debt) was created or incurred; or (ii) defaults in the observance or performance of any agreement or condition relating to any Debt (other than Water Enterprise Debt) aggregating in excess of $10,000,000, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other default, event of default or similar event occurs or condition exists, the effect of which default, event of default or similar event or condition is to permit (determined without regard to whether any notice is required), or result in, any such Debt to become immediately due and payable in full as the result of the acceleration, mandatory redemption or mandatory tender of such Debt (other than Water Enterprise Debt);
(l) any final, unappealable judgment or judgments, writ or writs or warrant or warrants of attachment, or any similar process or processes, in an aggregate amount not less than $10,000,000 is entered or filed against the Commission or against any of its Property and remain unpaid, unvacated, unbonded or unstayed for a period of 30 days; (m) (i) the Commission defaults in the due performance or observance of any material term, covenant or agreement contained in any other Basic Document and the same is not cured within any applicable cure period or (ii) any “event of default” under any Basic Document (as defined respectively therein) occurs;
(n) a ruling, assessment, notice of deficiency or technical advice by the Internal Revenue Service is rendered to the effect that interest on the Series A-4 Notes is includable in the gross income of the holder(s) or owner(s) of such Series A-4 Notes and either (i) the Commission, after it h as been notified by the Internal Revenue Service, does not challenge such ruling, assessment, notice or advice in a court of law during the period within which such challenge is permitted or (ii) the Commission challenges such ruling, assessment, notice or advice and a court of law makes a determination, not subject to appeal or review by another court of law, that such ruling, assessment, notice or advice is correctly rendered;

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(o) any of Moody’s or S&P downgrades its long-term unenhanced rating of any Senior Debt of the Commission to below “A3” (or its equivalent), or “A-“ (or its equivalent), respectively, or suspended or withdrawn its rating of the same; or
(p) the passage of any Law has occurred which could reasonably be expected to have a material adverse effect on the Commission’s ability to perform its obligations under the PNC Reimbursement Agreement or the other Basic Documents or to result in a material adverse effect on the enforceability or validity of the PNC Reimbursement Agreement or any of the other Basic Documents.

PNC Reimbursement Agreement Remedies
Upon the occurrence of any Event of Default under the PNC Reimbursement Agreement, PNC may exercise any one or more of the following rights and remedies in addition to any other remedies provided in the PNC Reimbursement Agreement or by law provided:
(a) declare all Obligations to be immediately due and payable, whereupon the same will be immediately due and payable without any further notice of any kind, which notice is waived by the Commission; provided, h owever, that in the case of an Event of Default described in paragraph (e), (f) or (g) above under the subcaption “—PNC Reimbursement Agreement Events of Default,” such acceleration will automatically occur (unless such automatic acceleration is waived by PNC in writing); or
(b) issue a No-Issuance Notice (the effect of which will be as provided in the PNC Reimbursement Agreement), reduce the Stated Amount of the PNC Letter of Credit to the amount of the then outstanding Series A-4 Notes supported by the PNC Letter of Credit plus a corresponding amount of interest coverage reduce the Stated Amount of the PNC Letter of Credit as the then outstanding Series A-4 Notes are paid, and terminate the PNC Letter of Credit when no Series A-4 Notes remain outstanding; or
(c) issue the Final Drawing Notice (the effect of which will be to cause the Termination Date of the PNC Letter of Credit to occur on the 15th calendar day after the date of receipt thereof by the Series A-4 Issuing and Paying Agent); or (d) pursue any rights and remedies it may have under the Basic Documents; or (e) pursue any other action available at law or in equity.

Upon the occurrence of an “event of default” under the Series A-4 Issuing and Paying Agent Agreement, PNC may, pursuant to the terms of the Series A-4 Issuing and Paying Agent Agreement, by notice to the Commission and the Series A-4 Issuing and Paying Agent (such notice, the “Acceleration Notice”), (i) declare the principal of all outstanding Series A-4 Notes, and the interest accrued thereon, to be du e and payable immediately, whereupon the same shall become and shall be immediately due and payable and (ii) instruct the Series A-4 Issuing and Paying Agent to submit a Drawing under the Letter of Credit to pay such immediately due and payable amount.

Related Covenants
Under the Series A-4 Issuing and Paying Agent Agreement, the Commission has covenanted to maintain in effect the PNC Letter of Credit or an Alternate Facility meeting the requirements of the Series A-4 Issuing and Paying Agent Agreement at all times that CP Notes are outstanding thereunder. The

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Commission has further covenanted that if it is unable to obtain a commitment for an Alternate Facility at least 90 days prior to the Expiration Date, it will use its best efforts, to the extent permitted by law, to endeavor to refinance such outstanding CP Notes or Bank Notes, as the case may be.

The Commission will deliver written notice of a proposed Alternate Facility to the Series A-4 Issuing and Paying Agent, the related Bank, the City and each Dealer not less than 45 days prior to the substitution date. The Series A-4 Issuing and Paying Agent will deliver written notice of such substitution to the registered Holders of such Series A-4 CP Notes at least 30 days prior to the substitution date.

THE BANKS
[TO BE UPDATED PRIOR TO POSTING]
The following information has been furnished by the Banks for use in this Offering Memorandum.

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

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

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

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

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

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

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

Barclays Bank PLC
Barclays Bank PLC (th e Bank, and together with its subsidiary undertakings, the Barclays Bank Group) is a public limited company registered in England and Wales under number 1026167. The liability of the members of the Bank is limited. It has its registered head office at 1 Ch urchill Place, London E14 5HP, United Kingdom (telephone number +44 (0)20 7116 1000). The Bank was incorporated on 7 August 1925 under the Colonial Bank Act 1925 and on 4 October 1971 was registered as a company limited by shares under the Companies Acts 1948 to 1967. Pursuant to The Barclays Bank Act 1984, on 1 January 1985, the Bank was re-registered as a public limited company and its name was changed from 'Barclays Bank International Limited' to 'Barclays Bank PLC'. The whole of the issued ordinary share capital of the Bank is beneficially owned by Barclays PLC. Barclays PLC (together with its subsidiary undertakings, the Group or Barclays) is the ultimate holding company of the Group. The Bank’s principal activity is to offer products and services designed for larger corporate, wholesale and international banking clients.

Barclays is a British universal bank, supporting individuals and small businesses through its consumer banking services, and larger businesses and institutions through its corporate and investment banking services. Barclays is diversified by business, geography and income type. The Group's operations include consumer banking and payment services in the UK, U.S. and Europe, as well as a global corporate and investment bank. The Group operates as two divisions – the Barclays UK (Barclays UK) division and the Barclays International (Barclays International) division – which are supported by Barclays Execution Services Limited, the Group-wide service company providing technology, operations an d functional services to businesses across the Group. Barclays UK consists of UK Personal Banking, UK Business Banking and Barclaycard Consumer UK businesses. These businesses are carried on by its UK ring-fenced bank, Barclays Bank UK PLC (BBUKPLC) and certain other entities within the Group. Barclays International consists of Corporate and Investment Bank and Consumer, Cards and Payments businesses.

These businesses operate within its non -ring-fenced bank, the Bank and its subsidiaries, and by certain other entities within the Group.

The short-term unsecured obligations of the Bank are rated A-1 by S&P Global Ratings UK Limited, P-1 by Moody's Investors Service Ltd. and F1 by Fitch Ratings Limited and the unsecured unsubordinated long term obligations of the Bank are rated A+ by S&P Global Ratings UK Limited, A1 by Moody's Investors Service Ltd. and A+ by Fitch Ratings Limited.

PNC Bank, National Association
[TO BE PROVIDED BY PNC]

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RATINGS
[MA TO CONFIRM] Moody’s has assigned its rating of “[P-1]” to the Series A-1 Notes, the Series A-2 Notes, the Series A-3 Notes and the Series A-4 Notes. S&P has assigned its rating of “[A-1]” to the Series A-1 Notes, the Series A-2 Notes, the Series A-3 Notes and the Series A-4 Notes.

Such ratings reflect only the views of each respective rating agency, and an explanation of the significance of such ratings, and any outlook associated with such ratings, may be obtained only from the respective rating agency. The Commission furnished to such rating agencies certain information and materials regarding the CP Notes and the Water Enterprise. In addition, each Bank furnished certain information to such rating agencies regarding such Bank and its respective Letter of Credit.

There is no assurance such ratings will contin ue for any given period or that they will not be revised downward or withdrawn entirely by the rating agencies, if in the judgment of such rating agencies, circumstances so warrant and, therefore, any prospective purchaser should confirm the ratings prior to purchasing the CP Notes. Any such change in or withdrawal of such ratings could have an adverse effect on the market price of the CP Notes. The above ratings are not recommendations to buy, sell or hold the CP Notes. The Commission has not undertaken to provide notice to the holders of the CP Notes of any change in the ratings on the CP Notes.

The ratings on a Subseries of the CP Notes may be adversely affected by a downgrade of the credit ratings of the respective Bank providing liquidity or credit support for such Subseries of CP Notes.

Although the Commission has covenanted to maintain a liquidity facility for each Subseries of CP Notes, it is not obligated to replace any liquidity or credit provider in the event of a downgrade of such Bank’s rating. The Commission has not covenanted to provide notice to holders of the CP Notes of any downgrade of the credit ratings of the Banks.

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

THE DEALERS
The Commission has appointed BofA Securities, Inc., J.P. Morgan Securities LLC and Wells Fargo Bank, National Association , each as a non -exclusive dealer with respect to the offerin g and sale from time to time of the CP Notes.

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

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long and short positions in such secu rities and instruments. Such investment securities activities may involve securities and instruments of the Commission.

No Dealer is acting as a financial or municipal advisor to the Commission in connection with the CP Notes.

TAX MATTERS
[NRF TO REVIEW AND UPDATE]

Tax-Exempt CP Notes
[Norton Rose Fulbright US LLP, San Francisco, California, Bond Counsel (“Bond Counsel”) previously delivered its opinion (the “May 2024 Opinion”) that, under existing statutes, regulations, rulings and judicial decisions, and assuming compliance by the Commission with certain covenants in the Issuing and Paying Agent Agreements, the Tax Certificate executed in connection with the issuance of the Tax- Exempt CP Notes (the “Tax Certificate”) and other documents pert aining to the Tax-Exempt CP Notes and requirements of the Internal Revenue Code of 1986, as amended, regarding the use, expenditure and investment of proceeds of the Tax-Exempt CP Notes and the timely payment of certain investment earnings to the United St ates, interest on the Tax -Exempt CP Notes would not be includable in the gross income of the owners of the Tax-Exempt CP Notes for federal income tax purposes. Failure to comply with such covenants and requirements may cause interest on the Tax-Exempt CP Notes to be included in gross income retroactive to the date of issuance of the Tax-Exempt CP Notes.

The May 2024 Opinion further stated that interest on the Tax-Exempt CP Notes would not be treated as an item of tax preference for purposes of the federal alternative minimum tax on individuals. The May 2024 Opinion also stated that Bond Counsel expressed no opinion regarding the applicability of the federal corporate alternative minimum tax to the adjusted financial statement income of certain corporations.

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

Certain requirements and procedures contained or referred to in Issuing and Paying Agent Agreements, the Tax Certificate or other documents pertaining to the Tax-Exempt CP Notes may be changed, and certain actions may be taken or not taken, under the circumstances and subject to the terms and conditions set forth in such documents, upon the advice or with the approving opinion of counsel nationally recognized in the area of tax -exempt obligations. Bond Counsel expressed no opinion as to the effect of any change to any document pertaining to the Tax-Exempt CP Notes or of any action taken or not taken where such change is made or action is taken or not taken wit hout the approval of Bond Counsel or in reliance upon the advice of counsel other than Bond Counsel with respect to the exclusion from gross income of the interest on the Tax -Exempt CP Notes for federal income tax purposes.

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Bond Counsel’s opinion is not a guarantee of result, but represents its legal judgment based upon its review of existing statutes, regulations, published rulings and judicial decisions and the representations and covenants of the Commission described above. No ruling was sought from the Internal Revenue Service (the “IRS”) with respect to the matters addressed in the May 2024 Opinion, which is not binding on the IRS. The IRS has an ongoing program of examining the tax-exempt status of the interest on municipal obligations. If an examin ation of the Tax-Exempt CP Notes is commenced, under current procedures the IRS is likely to treat the Commission as the “taxpayer,” and the owners of the Tax-Exempt CP Notes would have no right to participate in the examination process. In responding to or defending an examination of the tax -exempt status of the interest on the Tax -Exempt CP Notes, the Commission may have different or conflicting interests from the owners. Additionally, public awareness of any future examination of the Tax-Exempt CP Notes could adversely affect the value and liquidity of the Tax-Exempt CP Notes during the pendency of the examination, regardless of its ultimate outcome.

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

State Tax Exemption
The May 2024 Opinion further stated that, under existing law, interest on the Tax-Exempt CP Notes is exempt from personal income taxes imposed by the State of California.

Taxable CP Notes
Interest on the Taxable CP Notes is not excluded from gross income for federal income tax purposes, but the May 2024 Opinion stated that interest on the Taxable CP notes is exempt from personal income taxes imposed by the State of California.

Future Developments
Existing law may change to reduce or eliminate the benefit to owners of the Tax-Exempt CP Notes of the exclusion of the interest on the Tax-Exempt CP Notes from gross income for federal income tax purposes or of the exemption of interest on the Tax-Exempt CP Notes from State of California personal income taxation. Any proposed legislation, whether or not enacted, or administrative action, whether or not taken, could also affect the value and marketability of the Tax-Exempt CP Notes. Prospective purchasers of the Tax-Exempt CP Notes should consult their own tax advisors with respect to any proposed or future change in tax law.

A copy of the May 2024 Opinion is attached hereto as Appendix B and a supplement to the May 2024 Opinion is attached hereto as Appendix C. ]

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LEGAL MATTERS
Norton Rose Fulbright US LLP, San Francisco, California, Bond Counsel, rendered the legal opinion described in “TAX MATTERS” above, [a copy of which is set forth in APPENDIX B hereto, as supplemen ted by a letter of Bond Counsel dated July 16, 2024], which is set forth in APPENDIX C hereto .

Bond Counsel is not passing upon and undertakes no responsibility for the accuracy, completeness or fairness of the information contained in this Offering Memorandum .

Upon the issuance of each respective Letter of Credit and the entering into of each respective Reimbursement Agreement, outside counsel to the respective Banks delivered opinions relating to such respective Letters of Credit and Reimbursement Agreem ents.

RELATIONSHIPS AMONG THE PARTIES
BofA Securities, Inc., one of the Dealers for the CP Notes, has entered into a distribution agreement with its affiliate Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”). As part of this arrangement, BofA Securities, Inc. may distribute securities to MLPF&S, which may in turn distribute such securities to investors through the financial advisor network of MLPF&S. As part of this arrangement, BofA Securities, Inc. may compensate MLPF&S as a dealer for their selling efforts with respect to the Notes. BofA Securities, Inc., one of the Dealers for the CP Notes is a wholly-owned, indirect subsidiary of Bank of America Corporation.

Wells Fargo Securities is the trade name for certain securities‐related capital markets and investment banking services of Wells Fargo & Company and its subsidiaries, including Wells Fargo Bank, National Association, which conducts its municipal securities sales, trading and underwriting operations through the Wells Fargo Bank, NA Municipal Finance Group, a separately identifiable department of Wells Fargo Bank, National Association, registered with the Securities and Exchange Commission as a municipal securities dealer pursuant to Section 15B(a) of the Securities Exchange Act of 1934.

Wells Fargo Bank, N.A., acting through its Municipal Finance Group (“WFBNA”), one of the Dealers for the CP Notes, utilizes the distribution capabilities of its affiliate, Wells Fargo Clearing Services, LLC (which uses the trade name “Wells Fargo Advisors”) (“WFA”), for the distribution of certain securities offerings, including the CP Notes. WFBNA has entered into an agreement (the “WFSLLC Distribution Agreement”) with its affiliate, Wells Fargo Securities, LLC (“WFSLLC”), for the dist ribution of municipal securities offerings, including the CP Notes. Pursuant to the WFSLLC Distribution Agreement, WFBNA pays a portion of WFSLLC’s expenses based on WFSLLC’s municipal securities transactions. WFBNA, WFSLLC and WFA are each wholly-owned subsidiaries of Wells Fargo & Company.

Barclays Bank PLC, the provider of the Barclays Letter of Credit for the Series A-3 Notes, is a wholly-owned subsidiary of Barclays PLC.

ADDITIONAL INFORMATION
The descriptions of and references to the Issuing and Paying Agent Agreements, the SMBC A-1 Letter of Credit , the SMBC A-1 Reimbursement Agreement , the SMBC A-2 Letter of Credit , the SMBC A-2 Reimbursement Agreement , the Barclays Letter of Credit , the Barclays Reimbursement Agreement, the PNC Letter of Credit an d the PNC Reimbursement Agreement contained herein do not purport to be complete, and such references to and descriptions of such documents and all other documents and other items described herein are qualified in their entirety by reference to each such document and item.

Capitalized terms used herein not otherwise defined shall have the meanings ascribed thereto in the related Issuing and Paying Agent Agreement.

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The CP Notes are exempt from the continuing disclosure requirements of Securities Exchange Commission Rule 15c2-12, and the Commission has not undertaken to provide any secondary market information regarding the CP Notes. The Commission files official statements and continuing disclosure reports and notices with respect to its Water Revenue Bonds with the Municipal Securities Rulemaking Board (the “MSRB”). Such filings may be accessed through the Electronic Municipal Market Access (EMMA) website of the MSRB, currently located at http://emma.msrb.org. Neither such website nor the information cont ained therein (including such filings) are incorporated by reference herein .

The information and expressions of opinion in this Offering Memorandum are subject to change without notice, and neither the delivery thereof nor the delivery of this Offering Memorandum shall, under any circumstances, create any implication that there has been no change in the affairs of the Commission or such information or expressions of opinion since the date hereof.

Copies of the Resolutions, the Ordinances and the Issuing and Paying Agent Agreements, and redacted forms of the SMBC A-1 Letter of Credit , the SMBC A-1 Reimbursement Agreement , the SMBC A-2 Letter of Credit, the SMBC A-2 Reimbursement Agreement, the Barclays Letter of Credit, the Barclays Reimbursement Agreement, the PNC Letter of Credit and the PNC Reimbursement Agreement may be obtained from the Dealers, and may also be obtained from the Commission at the following address:

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

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

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

[Remainder of page left blank intentionally]

A-1
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APPENDIX A

BOOK-ENTRY SYSTEM FOR CP NOTES
General
Two master CP Notes in the collective, aggregate principal amount not exceeding the $100,000,000 evidencing the Commercial Paper Notes (Water Series, Proposition E), Tax Exempt Subseries A-1 and Taxable Subseries A-1-T, respectively, have been registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), New York, NY.

Two master CP Notes in the collective, aggregate principal amount not exceeding the $200,000,000 evidencing the Commercial Paper Notes (Water Series, Proposition E), Tax Exempt Subseries A-2 and Taxable Subseries A-2-T, respectively, have been registered in the name of Cede & Co., as nominee of DTC.

Two master CP Notes in the collective, aggregate principal amount not exceeding the $100,000,000 evidencing the Commercial Paper Notes (Water Series, Proposition E), Tax Exempt Subseries A-3 and Taxable Subseries A-3-T, respectively, have been registered in the name of Cede & Co., as nominee of DTC.

Two master CP Notes in the collective, aggregate principal amount not exceeding the $150,000,000 evidencing the Commercial Paper Notes (Water Series, Proposition E), Tax Exempt Subseries A-4 and Taxable Subseries A-4-T, respectively, have been registered in the name of Cede & Co., as nominee of DTC.

Book-Entry System
DTC will act as securities depository for the CP Notes. The CP Notes will be issued as fully- registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC.

DTC, the world’s largest depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization ” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation ” within the meaning of the New York Uniform Commercial Code, and a “clearing agency ” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non -U.S. equity issues, corporate and municipal debt issues, and money market instruments from over 100 countries that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants ’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non -U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non -U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules

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applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.

Purchases of the CP Notes under the DTC system must be made by or through Direct Participants, which will receive a credit for the CP Notes on DTC’s records. The ownership interest of each actual purchaser of each CP Note (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase.

Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the CP Notes are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the CP Notes, except in the event that use of the book -entry system for the CP Notes is discontinued.

To facilitate subsequent transfers, all CP Notes deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or su ch other name as may be requested by an authorized representative of DTC. The deposit of the CP Notes with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership.

DTC has no knowledge of the actual Beneficial Owners of the CP Notes; DTC’s records reflect only the identity of the Direct Participants to whose accounts such CP Notes are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

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

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

Payments of principal of and interest on the CP Notes will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the Commission or the Issuing and Paying Agent, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary 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 DTC (nor its nominee), the Issuing and Paying Agent, or the Commission, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal of and interest evidenced by the CP Notes to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Commission or the Issuing and Paying 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 an d Indirect Participants.

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NEITHER THE COMMISSION NOR THE ISSUING AND PAYING AGENT WILL HAVE

ANY RESPONSIBILITY OR OBLIGATION TO DTC PARTICIPANTS, INDIRECT PARTICIPANTS

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

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

Discontinuation of the Book -Entry Only System
DTC may discontinue providing its services as securities depository with respect to the CP Notes at any time by giving reasonable notice to the Commission or the Issuing and Paying Agent. Under such circumstances, in the event that a successor securities depository is not obtained, CP Note certificates will be printed and delivered as described in the Issuing and Paying Agent Agreement.

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

SO LONG AS CEDE & CO. IS THE REGISTERED OWNER OF THE CP NOTES, AS

NOMINEE OF DTC, REFERENCES HEREIN TO THE OWNERS OR HOLDERS OF THE CP NOTES (OTHER THAN UNDER THE CAPTION “TAX MATTERS” HEREIN) SHALL MEAN CEDE & CO.

AND SHALL NOT MEAN THE BENEFICIAL OWNERS OF THE CP NOTES.

NEITHER THE COMMISSION, THE ISSUING AND PAYING AGENT, NOR THE DEALER S

WILL HAVE ANY RESPONSIBILITY OR OBLIGATION TO DTC DIRECT PARTICIPANTS,

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

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

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

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

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APPENDIX B

[COPY OF MAY 2024 OPINION OF BOND COUNSEL]
[Attached]

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APPENDIX C

[FORM OF SUPPLEMENTAL OPINION OF BOND COUNSEL]
[Attached]

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APPENDIX D

WATER ENTERPRISE FINANCIAL STATEMENTS

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CleanPowerSF Sfpuc CommissionFebruary 11, 2025

CleanPowerSF Sfpuc Commission
February 11, 2025