Authorize the Issuance of Water Revenue Bonds — CleanPowerSF Sfpuc Commission, March 11, 2025 (part 3 of 3)

SECTION 9. Revision of Sinking Fund Payment Schedules. Following the purchase and cancellation of certain 2019A Bonds , 2019B Bonds, 2019C Bonds, 2020E Bonds, 2020F Bonds, 2020G Bonds and 2020H Bonds pursuant to the Indenture, the Commission hereby directs that the remaining and applicable Minimum Sinking Account Payment for the 2019A Bonds , 2019B Bonds, 2019C Bonds, 2020E Bonds, 2020F Bonds, 2020G Bonds and 2020H Bonds identified in Exhibit F are reduced to reflect the respective schedules set forth in Exhibit F.

SECTION 10. Indemnity. The Commission hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated) to indemnify, protect, save and keep harmless , the Escrow Agent and its respective successors, assigns, agents, officers, directors, employees and servants, from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including reasonable legal fees and disbursements) of whatever kind and nature which may be imposed on, incurred by, or asserted against, the Escrow Agent at any time (whether or not also indemnified against the same by the Commission or any other person under any other agreement or instrument, but without double indemnity) in any way relating to or arising out of the execution, delivery and performance of this Escrow Agreement, the establishment hereunder of the Escrow Fund, the acceptance of the funds and securities deposited therein, and any payment, transfer or other application of moneys or securities by the Escrow Agent in accordance with the provisions of this Escrow Agreement; provided, however, that the Commission shall not be required to indemnify the Escrow Agent against the Escrow Agent’s own negligence or willful misconduct or the negligence or willful misconduct of the Escrow Agent’s respective agents and employees or the willful breach by the Escrow Agent of the terms of this Escrow Agreement. In no event shall the Commission or the Escrow Agent be liable to any person by reason of the transactions contemplated hereby other than to each other as set forth in this Section. The indemnities contained in this Section shall survive the termination of this Escrow Agreement.

SECTION 11. Responsibilities of Escrow Agent . The Escrow Agent and its agents and servants shall not be held to any personal liability whatsoever, in tort, contract, or otherwise, in connection with the execution and delivery of this Escrow Agreement, the establishment of the Escrow Fund, the acceptance of the moneys or securities deposited therein, or any payment, transfer or other application of moneys or obligations by the Escrow Agent in accordance with the provisions of this Escrow Agreement or by reason of any non- negligent act, non- negligent omission or non- negligent error of the Escrow Agent made in good faith in the conduct of its duties. The recitals of fact contained in the “Whereas” clauses herein shall be taken as the statements of the Commission, and the Escrow Agent assumes no responsibility for the correctness thereof. The Escrow Agent makes no representation as to the validity of this Escrow Agreement as to the Commission and, except as otherwise provided herein, the Escrow Agent 203057559.4 12
shall incur no liability in respect thereof. The Escrow Agent shall not be liable in connection with the performance of its duties under this Escrow Agreement except for its own negligence, willful misconduct or willful breach, and the duties and obligations of the Escrow Agent shall be determined by the express provisions of this Escrow Agreement. The Escrow Agent shall be under no obligation to inquire into or be in any way responsible for the performance or nonperformance by the Commission of its obligations. The Escrow Agent may consult with counsel, who may or may not be counsel to the Commission, and in reliance upon the written opinion of such counsel shall have full and complete authorization and protection in respect of any action taken, suffered or omitted by it in good faith in accordance therewith. Whenever the Escrow Agent shall deem it necessary or desirable that a matter be proved or established prior to taking, suffering, or omitting any action under this Escrow Agreement, such matter may be deemed to be conclusively established by a certificate signed by the General Manager and the Assistant General Manager, Business Services of the Commission.

SECTION 12. Amendments. This Escrow Agreement is made for the benefit of the Commission and the Owners from time to time of the Refunded Bonds and it shall not be repealed, revoked, altered or amended without the written consent of all such Owners, the Escrow Agent and the Commission; provided, however, that the Commission and the Escrow Agent may, without the consent of, or notice to, such Owners, amend this Escrow Agreement or enter into such agreements supplemental to this Escrow Agreement as shall not adversely affect the rights of such Owners and as shall not be inconsistent with the terms and provisions of this Escrow Agreement or the Indenture, for any one or more of the following purposes: (i) to cure any ambiguity or formal defect or omission in this Escrow Agreement; (ii) to grant to, or confer upon, the Escrow Agent for the benefit of the Owners of the Refunded Bonds, any additional rights, remedies, powers or authority that may lawfully be granted to, or conferred upon, such Owners or the Escrow Agent; and (iii) to include under this Escrow Agreement additional funds, securities or properties. The Escrow Agent shall be entitled to rely conclusively upon an unqualified opinion of nationally recognized municipal bond attorneys with respect to compliance with this Section, including the extent, if any, to which any change, modification, addition or elimination affects the rights of the Owners of the Refunded Bonds or that any instrument executed hereunder complies with the conditions and provisions of this Section.

SECTION 13. Term. This Escrow Agreement shall commence upon its execution and delivery and shall terminate on the date on which the Refunded Bonds shall have been paid in full in accordance with this Escrow Agreement and any amounts remaining in the Escrow Fund shall have been paid to the Commission as required under Section 4(c) of this Escrow Agreement.

SECTION 14. Compensation. The Escrow Agent shall receive its reasonable fees and expenses as previously agreed to by the Escrow Agent and the Commission; provided, however, that under no circumstances shall the Escrow Agent be entitled to any lien whatsoever on any moneys or obligations in the Escrow Fund for the payment of fees and expenses for services rendered or expenses incurred by the Escrow Agent under this Escrow Agreement. Failure to receive its reasonable fees and expenses shall not release the Escrow Agent from any of its obligations and duties under this Escrow Agreement.
203057559.4 13
SECTION 15. Severability. If any one or more of the covenants or agreements provided in this Escrow Agreement on the part of the Commission or the Escrow Agent to be performed should be determined by a court of competent jurisdiction to be contrary to law, such covenants or agreements shall be null and void and shall be deemed separate from the remaining covenants and agreements herein contained and shall in no way affect the validity of the remaining provisions of this Escrow Agreement.

SECTION 16. Governing Law . This Escrow Agreement shall be construed under the laws of the State of California.

SECTION 17. Insufficient Funds . If at any time the moneys and investments in the Escrow Fund, including the anticipated proceeds of the Initial Federal Securities , the [Reinvestment Zero SLGs] or any future Federal Securities pursuant to Section 8 hereof, and earnings thereon, will not be sufficient to make all payments required by this Escrow Agreement, the Escrow Agent shall notify the Commission in writing, by mail or electronic communication, no later than three (3) business days upon obtaining actual knowledge of such insufficiency of funds or failure to receive instructions, of the amount thereof and, to the extent known to it, the reason therefor, provided the Escrow Agent shall not be liable for any delay or failure to notify the Commission of such events.

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

SECTION 18. Notification to Moody’s and S&P . The Commission hereby directs the Escrow Agent to notify Moody’s Investor’s Service and S&P Global Ratings of any amendment to this Agreement by mail at the following addresses: Moody’s Investors Service, Seven World Trade Center, New York, New York 10004, Attention: Public Finance Department, and Standard & Poor’s Ratings Services, 55 Water Street, New York, New York 10041, Attention:

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

203057559.4
S-1
IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be executed by their duly authorized officers as of the date first above written.

U.S. BANK TRUST COMPANY, NATIONAL

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

PUBLIC UTILITIES COMMISSION OF THE

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

David Chiu, City Attorney
By: ________________________________
Katherine T. Ortega, Deputy City
Attorney
A-1

EXHIBIT A

REFUNDED BONDS
2015A REFUNDED BONDS
Maturity
(November 1)
Outstanding
Principal
Amount Interest Rate
Current
CUSIP(1)
(Base
No.79765R)
Principal
Amount to be
Refunded
Payment Date
(November 1)(2)
2025 $ 30,990,000 5.000% D63 $
2026 20,945,000 5.000 D71
2027 20,530,000 5.000 D89
2028 9,155,000 5.000 D97
2029 10,585,000 5.000 E21
2030 11,370,000 5.000 F95
2030 4,050,000 3.250 E39
2031 22,370,000 5.000 E47
2032 19,390,000 5.000 E54
2033 21,525,000 4.000 E62
2034 28,610,000 4.000 E70
2035 25,290,000 4.000 F87
2035 4,475,000 3.625 E88
2036 15,365,000 5.000 E96

(1) CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, which is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Global Services data base. Neither the Commission nor the Escrow Agent assume any responsibility for the accuracy of the CUSIP data. (2) Respective maturity dates.

A-2
2017A REFUNDED BONDS
Maturity
(November 1)
Outstanding
Principal
Amount Interest Rate
Current
CUSIP(1)
(Base No.
79765R)
Principal
Amount to be
Refunded
Payment Date
(November 1)(2)
2025 $ 2,705,000 5.000% $
2026 2,840,000 5.000
2027 2,990,000 5.000
2028 3,140,000 5.000
2029 3,300,000 5.000
2030 3,470,000 5.000
2031 3,650,000 5.000
2032 3,835,000 5.000
2033 4,035,000 5.000
2034 4,240,000 5.000
2035 4,455,000 5.000
2036 4,685,000 5.000
2037 4,925,000 5.000
2038 5,180,000 5.000
2039 5,445,000 5.000
2040 5,725,000 5.000
2041 6,015,000 5.000
2042 6,325,000 5.000
2045 20,990,000 5.000
2047 15,850,000 5.000

A-3
2017B REFUNDED BONDS
Maturity
(November 1)
Outstanding
Principal
Amount Interest Rate
Current
CUSIP(1)
(Base No.
79765R)
Principal
Amount to be
Refunded
Payment Date
(November 1)(2)
2025 $ 3,295,000 5.000% $
2026 3,465,000 5.000
2027 3,645,000 5.000
2028 3,830,000 5.000
2029 4,025,000 5.000
2030 4,230,000 5.000
2031 4,450,000 5.000
2032 4,680,000 5.000
2033 4,920,000 5.000
2034 5,170,000 5.000
2035 5,435,000 5.000
2036 5,715,000 5.000
2037 6,005,000 5.000
2038 6,315,000 5.000
2039 6,640,000 5.000
2040 6,980,000 5.000
2041 7,335,000 5.000
2042 7,715,000 5.000
2043 8,110,000 5.000
2044 8,525,000 5.000
2045 8,960,000 5.000
2047 19,325,000 5.000

A-4
2017C REFUNDED BONDS
Maturity
(November 1)
Outstanding
Principal
Amount Interest Rate
Current
CUSIP(1)
(Base No.
79765R)
Principal
Amount to be
Refunded
Payment Date
(November 1)(2)
2025 $ 1,575,000 5.000% $
2026 1,660,000 5.000
2027 1,745,000 5.000
2028 1,830,000 5.000
2029 1,925,000 5.000
2030 2,025,000 5.000
2031 2,130,000 5.000
2032 2,240,000 5.000
2033 2,355,000 5.000
2034 2,475,000 5.000
2035 2,600,000 5.000
2036 2,735,000 5.000
2037 2,875,000 5.000
2038 3,020,000 5.000
2039 3,175,000 5.000
2040 3,340,000 5.000
2041 3,510,000 5.000
2042 3,690,000 5.000
2043 3,880,000 5.000
2044 4,080,000 5.000
2045 4,285,000 5.000
2047 9,245,000 5.000

A-5
2019A REFUNDED BONDS
Maturity
(November 1)
Outstanding
Principal
Amount(1) Interest Rate
Current
CUSIP(2)
(Base No.
79765R)
Principal
Amount to be
Advanced
Refunded
Payment Date
(November 1)(3)
2025 $3,720,000 2.261% 4Q9 $
2026 2,835,000 2.371 4R7
2027 1,865,000 2.483 4S5
2028 1,310,000 2.533 4T3
2029 3,135,000 2.593 4U0
2030 3,640,000 2.703 4V8
2031 30,570,000 2.803 4W6
2032 4,015,000 2.953 4X4
2033 4,180,000 3.053 4Y2
2034 2,885,000 3.153 4Z9
2039 153,555,000 3.303 5A3
2043 183,475,000 3.473 5B1

(1) Includes outstanding principal amounts of such 2019A Bonds tendered and accepted for purchase. Not all outstanding principal amounts of such 2019A Bonds are being tendered, purchased and cancelled concurrently with the refunding of the 2019A Refunded Bonds.
(2) CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, which is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Global Services data base. Neither the Commission nor the Escrow Agent assume any responsibility for the accuracy of the CUSIP data. (3) Respective maturity dates.

2019B REFUNDED BONDS
Maturity
(November 1)
Outstanding
Principal
Amount(1) Interest Rate
Current
CUSIP(2)
(Base No.
79765R)
Principal
Amount to be
Advanced
Refunded
Payment Date
(November 1)(3)
2034 $5,015,000 3.153% 5C9 $
2041 11,435,000 3.523 5D7

(1) Includes outstanding principal amounts of such 2019B Bonds tendered and accepted for purchase. Not all outstanding principal amounts of such 2019B Bonds are being tendered, purchased and cancelled concurrently with the refunding of the 2019B Refunded Bonds.
(2) CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, which is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Global Services data base. Neither the Commission nor the Escrow Agent assume any responsibility for the accuracy of the CUSIP data. (3) Respective maturity dates.

A-6
2019C REFUNDED BONDS
Maturity
(November 1)
Outstanding
Principal
Amount(1) Interest Rate
Current
CUSIP(2)
(Base No.
79765R)
Principal
Amount to be
Advanced
Refunded
Payment Date
(November 1)(3)
2034 $5,320,000 3.153% 5E5 $
2041 12,455,000 3.523 5F2

(1) Includes outstanding principal amounts of such 2019C Bonds tendered and accepted for purchase. Not all outstanding principal amounts of such 2019C Bonds are being tendered, purchased and cancelled concurrently with the refunding of the 2019C Refunded Bonds.
(2) CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, which is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Global Services data base. Neither the Commission nor the Escrow Agent assume any responsibility for the accuracy of the CUSIP data. (3) Respective maturity dates.

2020E REFUNDED BONDS
Maturity
(November 1)
Outstanding
Principal
Amount(1) Interest Rate
Current
CUSIP(2)
(Base No.
79771F)
Principal
Amount to be
Advanced
Refunded
Payment Date
(November 1)(3)
2041 $150,115,000 2.825% AA5

(1) Includes outstanding principal amounts of such 2020E Bonds tendered and accepted for purchase. Not all outstanding principal amounts of such 2020E Bonds are being tendered, purchased and cancelled concurrently with the refunding of the 2020E Refunded Bonds.
(2) CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, which is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Global Services data base. Neither the Commission nor the Escrow Agent assume any responsibility for the accuracy of the CUSIP data. (3) Respective maturity dates.

A-7
2020F REFUNDED BONDS
Maturity
(November 1)
Outstanding
Principal
Amount(1) Interest Rate
Current
CUSIP(2)
(Base No.
79771F)
Principal
Amount to be
Advanced
Refunded
Payment Date
(November 1)(3)
2025 $695,000 0.843% AF4 $
2026 700,000 1.140 AG2
2027 710,000 1.340 AH0
2028 720,000 1.618 AJ6
2029 735,000 1.718 AK3
2030 2,740,000 1.788 AL1
2031 2,790,000 1.988 AM9
2032 2,850,000 2.188 AN7
2033 2,915,000 2.288 AP2
2034 2,985,000 2.388 AQ0
2035 3,055,000 2.488 AR8
2041 17,860,000 2.845 AS6
2047 24,685,000 3.145 AT4

(1) Includes outstanding principal amounts of such 2020F Bonds tendered and accepted for purchase. Not all outstanding principal amounts of such 2020F Bonds are being tendered, purchased and cancelled concurrently with the refunding of the 2020F Refunded Bonds.
(2) CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, which is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Global Services data base. Neither the Commission nor the Escrow Agent assume any responsibility for the accuracy of the CUSIP data. (3) Respective maturity dates.

A-8
2020G REFUNDED BONDS
Maturity
(November 1)
Outstanding
Principal
Amount(1) Interest Rate
Current
CUSIP(2)
(Base No.
79771F)
Principal
Amount to be
Advanced
Refunded
Payment Date
(November 1)(3)
2025 $8,385,000 0.843% AY3 $
2026 5,485,000 1.140 AZ0
2027 6,550,000 1.340 BA4
2028 1,815,000 1.618 BB2
2029 4,610,000 1.718 BC0
2030 5,485,000 1.788 BD8
2031 12,170,000 1.988 BE6
2032 2,380,000 2.188 BF3
2034 1,140,000 2.388 BH9
2035 325,000 2.488 BJ5
2043 10,705,000 3.095 BK2

(1) Includes outstanding principal amounts of such 2020G Bonds tendered and accepted for purchase. Not all outstanding principal amounts of such 20 20G Bonds are being tendered, purchased and cancelled concurrently with the refunding of the 2020G Refunded Bonds.
(2) CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, which is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Global Services data base. Neither the Commission nor the Escrow Agent assume any responsibility for the accuracy of the CUSIP data. (3) Respective maturity dates.

A-9
2020H REFUNDED BONDS
Maturity
(November 1)
Outstanding
Principal
Amount(1) Interest Rate
Current
CUSIP(2)
(Base No.
79771F)
Principal
Amount to be
Advanced
Refunded
Payment Date
(November 1)(3)
2025 $695,000 0.843% BP1 $
2026 700,000 1.140 BQ9
2027 710,000 1.340 BR7
2028 720,000 1.618 BS5
2029 735,000 1.718 BT3
2030 2,740,000 1.788 BU0
2031 2,790,000 1.988 BV8
2032 2,850,000 2.188 BW6
2033 2,915,000 2.288 BX4
2034 2,985,000 2.388 BY2
2035 3,055,000 2.488 BZ9
2041 17,860,000 2.845 CA3
2047 24,685,000 3.145 CB1

(1) Includes outstanding principal amounts of such 2020H Bonds tendered and accepted for purchase. Not all outstanding principal amounts of such 20 20H Bonds are being tendered, purchased and cancelled concurrently with the refunding of the 2020H Refunded Bonds.
(2) CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, which is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Global Services data base. Neither the Commission nor the Escrow Agent assume any responsibility for the accuracy of the CUSIP data. (3) Respective maturity dates.

B-1

EXHIBIT B

DISBURSEMENT REQUIREMENTS

2015A REFUNDED BONDS
[table]
2017A REFUNDED BONDS
[table]
2017B REFUNDED BONDS
[table]
2017C REFUNDED BONDS
[table]
2019A REFUNDED BONDS
[table]
2019B REFUNDED BONDS
[table]
2019C REFUNDED BONDS
[table]
2020E REFUNDED BONDS
[table]
2020F REFUNDED BONDS
[table]
2020G REFUNDED BONDS
[table]
2020H REFUNDED BONDS
[table]
C-1

EXHIBIT C
INITIAL FEDERAL SECURITIES AND [REINVESTMENT ZERO SLGS] 2015A Escrow Account
Initial Federal Securities
[Reinvestment Zero SLGs]

2017A Escrow Account
Initial Federal Securities
[Reinvestment Zero SLGs]

2017B Escrow Account
Initial Federal Securities
[Reinvestment Zero SLGs]

2017C Escrow Account
Initial Federal Securities
[Reinvestment Zero SLGs]

2019A Escrow Account
Initial Federal Securities
[Reinvestment Zero SLGs]

2019B Escrow Account
Initial Federal Securities
[Reinvestment Zero SLGs]

2019C Escrow Account
Initial Federal Securities
[Reinvestment Zero SLGs]

2020E Escrow Account
Initial Federal Securities
[Reinvestment Zero SLGs]

2020F Escrow Account
Initial Federal Securities
[Reinvestment Zero SLGs]

2020G Escrow Account
Initial Federal Securities
[Reinvestment Zero SLGs]

2020H Escrow Account
Initial Federal Securities
[Reinvestment Zero SLGs]

203057559.4

EXHIBIT D

FORMS OF DEFEASANCE NOTICES TO BE DELIVERED

NOTICE OF DEFEASANCE

PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO SAN FRANCISCO WATER REVENUE BONDS, 2015 SERIES A (REFUNDING) NOTICE IS HEREBY GIVEN to the owners of the above -captioned bonds (the “2015A Bonds”) that the Public Utilities Commission of the City and County of San Francisco (the “Commission”) has deposited with U.S. Bank Trust Company, National Association, the trustee for the 2015A Bonds (the “Trustee”) under the Amended and Restated Indenture, dated as of August 1, 2002, by and between the Commission and the Trustee, as amended and supplemented to date (collectively, the “Indenture”), cash and noncallable bonds or other obligations which as to principal and interest constitute direct obligations of, or are guaranteed directly by the full faith and credit of, the United States of America, paying interest and principal in an amount which, together with the amounts held as cash, shall be fully sufficient to pay the principal due at maturity of the 2015A Bonds, as more fully identified in the table below (the “2015A Refunded Bonds”) on their respective maturity dates, together with interest coming due prior to and on such maturity dates.
2015 Series A
Refunded Bonds
Maturity Date
(November 1)
Outstanding
Principal
Amount Interest Rate
Original
CUSIP*
(Base: 79765R)
Defeased
Principal
Amount
Defeased
CUSIP*
(Base: 79765R)
Non-Defeased
CUSIP*
(Base: 79765R)
2025 $ % $
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2035
2036

In accordance with the Indenture, all liability of the Commission in respect of the 2015A Refunded Bonds shall cease and terminate and be completely discharged and satisfied and all payments of the interest on, and the principal of, such 2015A Refunded Bonds shall be paid only from moneys on deposit with the Trustee and available as aforesaid.
*The undersigned shall not be held responsible for the selection or use of the CUSIP number in this Defeasance Notice, nor is any representation made as to its correctness. It is included solely for the convenience of the Holders.

DATED this __ day of April, 2025.

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

NOTICE OF DEFEASANCE

PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO SAN FRANCISCO WATER REVENUE BONDS, 2017 SERIES ABC,
2017 SUB-SERIES A BONDS (WSIP) (GREEN BONDS)
2017 SUB-SERIES B BONDS (NON-WSIP)
2017 SUB-SERIES C BONDS(HETCH HETCHY)
NOTICE IS HEREBY GIVEN to the owners of the above -captioned bonds ( collectively, the “ 2017 Bonds”) that the Public Utilities Commission of the City and County of San Francisco (the “Commission”) has deposited with U.S. Bank Trust Company, National Association, the trustee for the 2017 Bonds (the “Trustee”) under the Amended and Restated Indenture, dated as of August 1, 2002, by and between the Commission and the Trustee, as amended and supplemented to date (collectively, the “Indenture”), cash and noncallable bonds or other obligations which as to principal and interest constitute direct obligations of, or are guaranteed directly by the full faith and credit of, the United States of America, paying interest and principal in an amount which, together with the amounts held as cash, shall be fully sufficient to pay the principal due at maturity of the 2017 Bonds, as more fully identified in the table below (the “ 2017 Refunded Bonds”) on their respective maturity dates , together with interest coming due prior to and on such maturity dates.

2017 Refunded Bonds
Sub-Series
Maturity Date
(November 1)
Outstanding
Principal Amount Interest Rate
Original
CUSIP*
(Base: 79765R)
Defeased Principal
Amount
Defeased
CUSIP*
(Base: 79765R)
Non-Defeased
CUSIP*
(Base: 79765R)
2017 Sub-Series A 2025 $ % $
2017 Sub-Series A 2026
2017 Sub-Series A 2027
2017 Sub-Series A 2028
2017 Sub-Series A 2029
2017 Sub-Series A 2030
2017 Sub-Series A 2031
2017 Sub-Series A 2032
2017 Sub-Series A 2033
2017 Sub-Series A 2034
2017 Sub-Series A 2035
2017 Sub-Series A 2036
2017 Sub-Series A 2037
2017 Sub-Series A 2038
2017 Sub-Series A 2039
2017 Sub-Series A 2040
2017 Sub-Series A 2041
2017 Sub-Series A 2042
2017 Sub-Series A 2045
2017 Sub-Series A 2047
2017 Sub-Series B 2025
2017 Sub-Series B 2026
2017 Sub-Series B 2027
2017 Sub-Series B 2028
2017 Sub-Series B 2029
2017 Sub-Series B 2030
2017 Sub-Series B 2031
2017 Sub-Series B 2032
2017 Sub-Series B 2033
2017 Sub-Series B 2034
2017 Sub-Series B 2035
2017 Sub-Series B 2036
2017 Sub-Series B 2037
2017 Sub-Series B 2038
2017 Sub-Series B 2039
2017 Sub-Series B 2040
2017 Sub-Series B 2041
2017 Sub-Series B 2042
2017 Sub-Series B 2043
2017 Sub-Series B 2044
2017 Sub-Series B 2045
2017 Sub-Series B 2047
2017 Sub-Series C 2025
2017 Sub-Series C 2026
2017 Sub-Series C 2027
2017 Sub-Series C 2028
2017 Sub-Series C 2029
2017 Sub-Series C 2030
2017 Sub-Series C 2031
2017 Sub-Series C 2032

2017 Sub-Series C 2033
2017 Sub-Series C 2034
2017 Sub-Series C 2035
2017 Sub-Series C 2036
2017 Sub-Series C 2037
2017 Sub-Series C 2038
2017 Sub-Series C 2039
2017 Sub-Series C 2040
2017 Sub-Series C 2041
2017 Sub-Series C 2042
2017 Sub-Series C 2043
2017 Sub-Series C 2044
2017 Sub-Series C 2045
2017 Sub-Series C 2047

In accordance with the Indenture, all liability of the Commission in respect of the 2017 Refunded Bonds shall cease and terminate and be completely discharged and satisfied and all payments of the interest on, and the principal of, such 2017 Refunded Bonds shall be paid only from moneys on deposit with the Trustee and available as aforesaid.
*The undersigned shall not be held responsible for the selection or use of the CUSIP number in this Defeasance Notice, nor is any representation made as to its correctness. It is included solely for the convenience of the Holders.

DATED this __ day of April, 2025.

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

203057559.4

NOTICE OF DEFEASANCE

PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO SAN FRANCISCO WATER REVENUE BONDS, 2019 SERIES ABC,
2019 SUB-SERIES A (REFUNDING – FEDERALLY TAXABLE) (WSIP) (GREEN BONDS) 2019 SUB-SERIES B (REFUNDING – FEDERALLY TAXABLE) (HETCH HETCHY) 2019 SUB-SERIES C (REFUNDING – FEDERALLY TAXABLE) (LOCAL WATER MAIN) NOTICE IS HEREBY GIVEN to the owners of the above -captioned bonds ( collectively, the “ 2019 Bonds”) that the Public Utilities Commission of the City and County of San Francisco (the “Commission”) has deposited with U.S. Bank Trust Company, National Association, the trustee for the 2019 Bonds (the “Trustee”) under the Amended and Restated Indenture, dated as of August 1, 2002, by and between the Commission and the Trustee, as amended and supplemented to date (collectively, the “Indenture”), cash and noncallable bonds or other obligations which as to principal and interest constitute direct obligations of, or are guaranteed directly by the full faith and credit of, the United States of America, paying interest and principal in an amount which, together with the amounts held as cash, shall be fully sufficient to pay the principal due at maturity of the 2019 Bonds, as more fully identified in the table below (the “ 2019 Refunded Bonds”) on their respective maturity dates, together with interest coming due prior to and on such maturity dates.

203057559.4

2019 Refunded Bonds
Sub-Series
Maturity Date
(November 1)
Outstanding
Principal Amount Interest Rate
Original
CUSIP*
(Base: 79765R)
Defeased Principal
Amount
Defeased
CUSIP*
(Base: 79765R)
Non-Defeased
CUSIP*
(Base: 79765R)
2019 Sub-Series A 2025 $ % $
2019 Sub-Series A 2026
2019 Sub-Series A 2027
2019 Sub-Series A 2028
2019 Sub-Series A 2029
2019 Sub-Series A 2030
2019 Sub-Series A 2031
2019 Sub-Series A 2032
2019 Sub-Series A 2033
2019 Sub-Series A 2034
2019 Sub-Series A 2039
2019 Sub-Series A 2043
2019 Sub-Series B 2034
2019 Sub-Series B 2041
2019 Sub-Series C 2034
2019 Sub-Series C 2041

203057559.4

In accordance with the Indenture, all liability of the Commission in respect of the 2019 Refunded Bonds shall cease and terminate and be completely discharged and satisfied and all payments of the interest on, and the principal of, such 2019 Refunded Bonds shall be paid only from moneys on deposit with the Trustee and available as aforesaid.
*The undersigned shall not be held responsible for the selection or use of the CUSIP number in this Defeasance Notice, nor is any representation made as to its correctness. It is included solely for the convenience of the Holders.

DATED this __ day of April, 2025.

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

203057559.4

NOTICE OF DEFEASANCE

PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO SAN FRANCISCO WATER REVENUE BONDS, 2020 SERIES EFGH,
2020 SUB-SERIES E BONDS (REFUNDING – FEDERALLY TAXABLE) (WSIP) (GREEN BONDS) 2020 SUB-SERIES F BONDS (REFUNDING – FEDERALLY TAXABLE) (NON-WSIP) 2020 SUB-SERIES G BONDS (REFUNDING – FEDERALLY TAXABLE) (LOCAL WATER) 2020 SUB-SERIES H BONDS (REFUNDING – FEDERALLY TAXABLE) (HETCH HETCHY WATER) NOTICE IS HEREBY GIVEN to the owners of the above -captioned bonds ( collectively, the “ 2020 Bonds”) that the Public Utilities Commission of the City and County of San Francisco (the “Commission”) has deposited with U.S. Bank Trust Company, National Association, the trustee for the 2020 Bonds (the “Trustee”) under the Amended and Restated Indenture, dated as of August 1, 2002, by and between the Commission and the Trustee, as amended and supplemented to date (collectively, the “Indenture”), cash and noncallable bonds or other obligations which as to principal and interest constitute direct obligations of, or are guaranteed directly by the full faith and credit of, the United States of America, paying interest and principal in an amount which, together with the amounts held as cash, shall be fully sufficient to pay the principal due at maturity of the 2020 Bonds, as more fully identified in the table below (the “ 2020 Refunded Bonds”) on their respective maturity dates, together with interest coming due prior to and on such maturity dates.

203057559.4

2020 Refunded Bonds
Sub-Series
Maturity Date
(November 1)
Outstanding
Principal Amount Interest Rate
Original
CUSIP*
(Base: 79771F)
Defeased Principal
Amount
Defeased
CUSIP*
(Base: 79771F)
Non-Defeased
CUSIP*
(Base: 79771F)
2020 Sub-Series E 2041 $ % $
2020 Sub-Series F 2025
2020 Sub-Series F 2026
2020 Sub-Series F 2027
2020 Sub-Series F 2028
2020 Sub-Series F 2029
2020 Sub-Series F 2030
2020 Sub-Series F 2031
2020 Sub-Series F 2032
2020 Sub-Series F 2033
2020 Sub-Series F 2034
2020 Sub-Series F 2035
2020 Sub-Series F 2041
2020 Sub-Series F 2047
2020 Sub-Series G 2025
2020 Sub-Series G 2026
2020 Sub-Series G 2027
2020 Sub-Series G 2028
2020 Sub-Series G 2029
2020 Sub-Series G 2030
2020 Sub-Series G 2031
2020 Sub-Series G 2032
2020 Sub-Series G 2034
2020 Sub-Series G 2035
2020 Sub-Series G 2043
2020 Sub-Series H 2025
2020 Sub-Series H 2026
2020 Sub-Series H 2027
2020 Sub-Series H 2028
2020 Sub-Series H 2029
2020 Sub-Series H 2030
2020 Sub-Series H 2031
2020 Sub-Series H 2032
2020 Sub-Series H 2033
2020 Sub-Series H 2034
2020 Sub-Series H 2035
2020 Sub-Series H 2041
2020 Sub-Series H 2047

203057559.4

In accordance with the Indenture, all liability of the Commission in respect of the 2020 Refunded Bonds shall cease and terminate and be completely discharged and satisfied and all payments of the interest on, and the principal of, such 2020 Refunded Bonds shall be paid only from moneys on deposit with the Trustee and available as aforesaid.
*The undersigned shall not be held responsible for the selection or use of the CUSIP number in this Defeasance Notice, nor is any representation made as to its correctness. It is included solely for the convenience of the Holders.

DATED this __ day of April, 2025.

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

203057559.4

EXHIBIT E

FORM OF REDEMPTION NOTICES TO BE DELIVERED

NOTICE OF REDEMPTION

PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO SAN FRANCISCO WATER REVENUE BONDS, 2015 SERIES A (REFUNDING) (Redemption Date: [_________, 2025])
NOTICE IS HEREBY GIVEN pursuant to the terms of the Indenture, originally dated as of January 1, 2003, by and between Public Utilities Commission of the City and County of San Francisco (the “Commission”) and U.S. Bank Trust Company, National Association, as successor trustee (the “Trustee”), as further amended and supplemented (collectively, the “Indenture”) , under which the Commission’s San Francisco Water Revenue Bonds, 2015 Series A Refunding (the “2015 Bonds”) were issued, that such portion of the 2015 Bonds identified below (the “Refunded Bonds”) have been called for redemption on [_________, 2025 ] (the “Redemption Date”) at the redemption price listed below (expressed as a percentage of the principal amount thereof) (the “Redemption Price”) together with interest accrued to the Redemption Date.

Refunded Bonds
CUSIP
Number*
Maturity Date
(November 1)
Principal Amount
to be Redeemed
Interest
Rate
Redemption
Price

Payment of the Redemption Price of the Refunded Bonds to be redeemed on [ _________, 2025] will be made by the Trustee by wire transfer to the registered holder thereof, Cede & Co., as nominee of The Depository Trust Company, without presentation. On the Redemption Date, there will become due and payable on each of the Refunded Bonds the principal amount thereof, together with interest accrued thereon to the Redemption Date, without premium, and from and after the Redemption Date, interest on the Refunded Bonds shall cease to accrue.

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

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

Date of Notice: ______________, 20__

203057559.4

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

203057559.4

NOTICE OF REDEMPTION

PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO SAN FRANCISCO WATER REVENUE BONDS, 2017 SERIES ABC, 2017 SUB-SERIES A BONDS
(WSIP) (GREEN BONDS)
(Redemption Date: [______, 2025])
NOTICE IS HEREBY GIVEN pursuant to the terms of the Indenture, originally dated as of January 1, 2003, by and between Public Utilities Commission of the City and County of San Francisco (the “Commission”) and U.S. Bank Trust Company, National Association, as successor trustee (the “Trustee”), as further amended and supplemented (collectively, the “Indenture”) , under which the Commission’s San Francisco Water Revenue Bonds, 2017 Series ABC, 2017 Sub- Series A (WSIP) (Green Bonds) (the “2017 Bonds”) were issued, that such portion of the 2017 Bonds identified below (the “Refunded Bonds”) have been called for redemption on [________, 2025] (the “Redemption Date”) at the redemption price listed below (expressed as a percentage of the principal amount thereof) (the “Redemption Price”) together with interest accrued to the Redemption Date.

Refunded Bonds
CUSIP
Number*
Maturity Date
(November 1)
Principal Amount
to be Redeemed
Interest
Rate
Redemption
Price

Payment of the Redemption Price of the Refunded Bonds to be redeemed on [_______, 2025] will be made by the Trustee by wire transfer to the registered holder thereof, Cede & Co., as nominee of The Depository Trust Company, without presentation. On the Redemption Date, there will become due and payable on each of the Refunded Bonds the principal amount thereof, together with interest accrued thereon to the Redemption Date, without premium, and from and after the Redemption Date, interest on the Refunded Bonds shall cease to accrue.

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

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

203057559.4

NOTICE OF REDEMPTION

PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO SAN FRANCISCO WATER REVENUE BONDS, 2017 SERIES ABC, 2017 SUB-SERIES B BONDS
(NON-WSIP)
(Redemption Date: [______, 2025])
NOTICE IS HEREBY GIVEN pursuant to the terms of the Indenture, originally dated as of January 1, 2003, by and between Public Utilities Commission of the City and County of San Francisco (the “Commission”) and U.S. Bank Trust Company, National Association, as successor trustee (the “Trustee”), as further amended and supplemented (collectively, the “Indenture”) , under which the Commission’s San Francisco Water Revenue Bonds, 2017 Series ABC, 2017 Sub- Series B (Non-WSIP) (the “2017 Bonds”) were issued, that such portion of the 2017 Bonds identified below (the “Refunded Bonds”) have been called for redemption on [________, 2025] (the “Redemption Date”) at the redemption price listed below (expressed as a percentage of the principal amount thereof) (the “Redemption Price”) together with interest accrued to the Redemption Date.

Refunded Bonds
CUSIP
Number*
Maturity Date
(November 1)
Principal Amount
to be Redeemed
Interest
Rate
Redemption
Price

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

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

203057559.4

NOTICE OF REDEMPTION

PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO SAN FRANCISCO WATER REVENUE BONDS, 2017 SERIES ABC, 2017 SUB-SERIES C BONDS
(HETCH HETCHY)
(Redemption Date: [______, 2025])
NOTICE IS HEREBY GIVEN pursuant to the terms of the Indenture, originally dated as of January 1, 2003, by and between Public Utilities Commission of the City and County of San Francisco (the “Commission”) and U.S. Bank Trust Company, National Association, as successor trustee (the “Trustee”), as further amended and supplemented (collectively, the “Indenture”) , under which the Commission’s San Francisco Water Revenue Bonds, 2017 Series ABC, 2017 Sub- Series C (Hetch Hetchy) (the “ 2017 Bonds”) were issued, that such portion of the 2017 Bonds identified below (the “Refunded Bonds”) have been called for redemption on [________, 2025] (the “Redemption Date”) at the redemption price listed below (expressed as a percentage of the principal amount thereof) (the “Redemption Price”) together with interest accrued to the Redemption Date.

Refunded Bonds
CUSIP
Number*
Maturity Date
(November 1)
Principal Amount
to be Redeemed
Interest
Rate
Redemption
Price

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

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

203057559.4

EXHIBIT F

REVISED SINKING FUND PAYMENT SCHEDULES

2019A Bonds maturing November 1, 2039
2019A Bonds maturing November 1, 2043
2019B Bonds maturing November 1, 2034
2019B Bonds maturing November 1, 2041
2019C Bonds maturing November 1, 2034
2019C Bonds maturing November 1, 2041
2020E Bonds maturing November 1, 2041
2020F Bonds maturing November 1, 2041
2020F Bonds maturing November 1, 2047
2020G Bonds maturing November 1, 2043
2020H Bonds maturing November 1, 2041
2020H Bonds maturing November 1, 2047

Hawkins Delafield & Wood LLP
Draft No. 3: 1/31/2025
3930620.5 047823 AGMT

DEALER MANAGER AGREEMENT
March [__], 2025
Public Utilities Commission of the
City and County of San Francisco
525 Golden Gate Avenue, 13th Floor
San Francisco, California 94102

Ladies and Gentlemen:

The Public Utilities Commission of the City and County of San Francisco (the “Commission”) plans to release an Invitation to Tender Bonds for Purchase, dated March [__], 2025 (including the appendices thereto, and as it may be amended or supplemented, the “Invitation”), the form of which is attached hereto as Annex A, whereby the Commission will offer to beneficial owners (the “holders”) of certain of the Commission’s outstanding Water Revenue Bonds, as more fully described in the Invitation (collectively, the “Target Bonds”) to purchase for cash the Target Bonds (the “Tender Offer”), all upon the terms and subject to the conditions set forth in the Invitation. The date upon which the Invitation is commenced by the Commission is herein referred to as the “Launch Date.” This dealer manager agreement (this “Agreement”) will confirm the understanding among the Commission and Jefferies LLC (“Jefferies”) pursuant to which the Commission has retained Jefferies to act as the exclusive dealer manager (the “Dealer Manager”), on the terms and subject to the conditions set forth herein, in connection with the proposed Tender Offer.

The Commission has prepared , approved and furnished or caused to be prepared and furnished to the Dealer Manager a complete and correct copy of the Invitation on or prior to the Launch Date. The Dealer Manager is authorized to use the Invitation delivered on or prior to the date hereof in connection with the Tender Offer in the manner contemplated by the Invitation along with such other offering materials and information that the Commission has, prior to use, approved in writing for use subsequent to the date hereof in connection with the Tender Offer (together with any and all information and documents incorporated by reference therein, collectively, the “Additional Material”).

In connection with and as described in the Invitation, the Commission will purchase Target Bonds tendered for purchase and fund expenses incurred in connection with the Tender Offer with a portion of the proceeds of the Commission’s Water Revenue Bonds, 2025 Series ABC , 2025 Sub- Series A Bonds (Refunding) (WSIP) (Green Bond s), 2025 Sub-Series B Bonds (Refunding) (Regional Water and Local Water) and 2025 Sub-Series C Bonds (Refunding) (Hetch Hetchy Water) (collectively, the “Series 2025 Bonds”) (such portion of said proceeds, the “Target Purchase Proceeds ”). The Series 2025 Bonds shall be issued pursuant to the Amended and Restated Indenture by and between the Commission and U.S. Bank Trust Company, National Association as successor trustee (the “Trustee ”), dated as of August 1, 2002, as supplemented, including as supplemented by the Forty -Seventh Supplemental Indenture, the Forty-Eighth Supplemental Indenture and the Forty- Ninth Supplemental Indenture , each dated as of April 1, 2 3930620.5 047823 AGMT
2025 (collectively, as may be further amended and supplemented as therein permitted, the “Indenture”). Terms used herein and not otherwise herein defined shall have the respective meanings given to them in the Invitation or the Indenture, as the case may be. The Commission shall have sole authority for acceptance or rejection of any and all tenders of Target Bonds.

The Dealer Manager is not authorized to accept on the Commission’s behalf any offer made in response to the Tender Offer, or otherwise bind the Commission, without the Commission’s prior written consent. The date on which Target Bonds are purchased for cash pursuant to the Tender Offer is referred to herein as the “Settlement Date”.

SECTION 1. Engagement. Subject to the terms and conditions set forth herein:
(a) The Commission hereby retains the Dealer Manager, and subject to the terms and conditions hereof, the Dealer Manager agrees to act, as the exclusive dealer manager to the Commission in connection with the Invitation until the Settlement Date or earlier termination of this Agreement pursuant to Section 3 hereof. The Dealer Manager will advise the Commission and its legal and municipal advisors with respect to the terms and timing of the Invitation.
(b) The Commission acknowledges that the Dealer Manager has been retained solely to provide the services set forth in this Agreement. The Commission also acknowledges and agrees that the Dealer Manager shall act as an independent contractor, on an arm’s-length basis under this Agreement with duties solely to the Commission and that nothing contained herein or the nature of the Dealer Manager’s services hereunder is intended to create or shall be construed as creating an agency or fiduciary relationship between the Dealer Manager (or any of its affiliates) and the Commission (or its security holders, directors, officers, employees or creditors) or any other person. The Commission further acknowledges that (i) the Dealer Manager shall not be deemed to act as a partner, joint venturer or agent of, or a member of a syndicate with, the Commission (except that in any jurisdiction in which the Invitation is required to be made by a registered licensed broker or dealer, it shall be deemed made by the Dealer Manager on behalf of the Commission), and the Commission shall not be deemed to act as the agent of the Dealer Manager, and (ii) no securities broker, dealer, bank, trust company or nominee shall be deemed to act as the agent of the Dealer Manager or as the agent of the Commission, and the Dealer Manager shall not be deemed to act as the agent of any securities broker, dealer, bank, trust company or nominee. The Commission acknowledges and agrees that none of the Dealer Manager , its affiliates and their respective officers, directors, employees, agents and controlling persons (each, a “Dealer Manager-Related Person”) shall have any liability in tort, contract or otherwise to the Commission for any act or omission on the part of any securities broker, dealer, bank, trust company or nominee or any other person other than the Dealer Manager Related Person. The Commission shall have sole responsibility for the acceptance or rejection of any and all tenders of Target Bonds for purchase.
(c) Accordingly, the Commission expressly disclaims any agency or fiduciary relationship with the Dealer Manager hereunder. The Commission understands that the Dealer Manager and its affiliates are not providing (nor is the Commission relying on the Dealer Manager or its affiliates for) tax, regulatory, legal or accounting advice. The rights and 3 3930620.5 047823 AGMT
obligations that the Commission may have to Jefferies or its affiliates under any credit or other agreement are separate from the Commission’s rights and obligations under this Agreement and will not be affected in any way by this Agreement. The Dealer Manager may, to the extent it deems appropriate, retain the services of any of its affiliates to assist the Dealer Manager in providing its services hereunder and share with any such affiliates any information made available by or on behalf of the Commission. In connection with the Invitation, the Commission has consulted with its municipal, legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate.
(d) The Commission acknowledges that Jefferies and its affiliates are engaged in a broad range of securities activities and financial services. In the ordinary course of Jefferies’ business, Jefferies or its affiliates (i) may at any time hold long or short positions, and may trade or otherwise effect transactions, for Jefferies’ account or the accounts of its customers, in debt securities of the Commission including the Target Bonds and (ii) may at any time be providing or arranging financing and other financial services to companies or entities that may be involved in this or a competing transaction. As of the date of the Invitation, the Dealer Manager does not own any of the Target Bonds.
(e) The Dealer Manager agrees to use its customary reasonable efforts to solicit tenders of Target Bonds for purchase pursuant to the Tender Offer. The Dealer Manager agrees, in accordance with its customary practices and consistent with industry practice for investment banking concerns of national standing and in accordance with the terms of the Tender Offer, to perform those services in connection with the Tender Offer as are customarily performed by dealer managers, as applicable, in connection with similar transactions of a like nature, including, without limitation, communicating generally regarding the Tender Offer with securities brokers, dealers, banks, trust companies and nominees and other holders of Target Bonds, and participating in meetings with, furnishing information to, and assisting the Commission in negotiating with, holders of Target Bonds.
(f) The Commission authorizes the Dealer Manager to engage Globic Advisors to act as an information and tender agent (the “Information Agent”) in connection with the Invitation and the Tender Offer and, as such, to advise the Dealer Manager as to such matters relating to the Invitation as the Dealer Manager may reasonably request. I n addition, the Commission hereby authorizes the Dealer Manager to communicate regularly with the Information Agent with respect to matters relating to the Invitation. (g) The Commission, with the assistance of the Information Agent, shall deliver or cause to be delivered to (i) the holders of the Target Bonds and (ii) each participant in The Depository Trust Company (“DTC”) appearing in the most recently available DTC securities position listing prepared immediately prior to the date of this Agreement as a holder of the Target Bonds and (iii) each non-objecting beneficial owner under the rules promulgated by the Securities and Exchange Commission (“ NOBO”) appearing in the most recent NOBO list as an owner of Target Bonds (each such registered holder, participant or owner, a “ Registered or Beneficial Owner”) as soon as practicable, by hand, by overnight courier or electronic means, by another means of expedited delivery copies of the Invitation and any Additional Material.

Thereafter, to the extent practicable, until the expiration of the Invitation, the Commission shall 4 3930620.5 047823 AGMT
use its best efforts to cause copies of such materials to be sent to each person who becomes a holder or beneficial owner of the Target Bonds. In addition, the Commission shall update such information from time to time during the term of this Agreement as reasonably requested by the Dealer Manager and to the extent such information is reasonably available to the Commission within the time constraints specified.
(h) The Commission authorizes the Dealer Manger to use the Invitation and Additional Material in connection with the Tender Offer and for such period of time as any materials are required by law to be delivered in connection therewith. The Dealer Manager shall assist the Commission in disseminating the Invitation and any Additional Material, but the Dealer Manager shall not have any obligation to cause the Invitation or Additional Material to be transmitted generally to the holders of the Target Bonds. (i) The Commission agrees to advise the Dealer Manager promptly of (i) the occurrence of any event which, in the reasonable judgment of the Commission or its counsel, could cause or require the Commission to withdraw, rescind or modify the Invitation or Additional Material, (ii) the occurrence of any event that would permit the Commission to exercise any right not to purchase Target Bonds tendered pursuant to the Tender Offer, (iii) any proposal or requirement to amend or supplement the Invitation or Additional Material, as applicable, or to make any filing pursuant to any applicable law, regulation or other rule, ( iv) the occurrence of any event that would cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect , (v) the occurrence of any event described in the second sentence of S ection 4(m) hereof, (vi ) any material developments in connection with the Tender Offer, including, without limitation, the commencement of any litigation or administrative action concerning or related to the Tender Offer, or (vi i) the issuance by any agency of any comment or order or the taking of any other action concerning the Tender Offer (and, if in writing, the Commission will furnish the Dealer Manager with a copy thereof).

The Commission will also provide the Dealer Manager with any other information relating to the Tender Offer, the Invitation or Additional Material or this Agreement that the Dealer Manager may from time to time reasonably request. In addition, if any event occurs as a result of which it shall be necessary to amend or supplement the Invitation or any Additional Material in order to correct any untrue statement of a material fact contained therein or omission to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Commission shall, promptly upon becoming aware of any such event, advise the Dealer Manager of such event and, as promptly as practicable under the circumstances, prepare and furnish copies of such amendments or supplements of the Invitation or any such Additional Material to the Dealer Manager and the Information Agent , so that the statements in the Invitation or such Additional Material, as so amended or supplemented, will not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were
made, not misleading. The Commission agrees to file or cause to be filed with the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access system the Invitation, any Additional Material and a ny amendments or supplements of the Invitation or any Additional Material, as well as to file or cause to be filed with the London Stock Exchange any of such items or related items required thereby.
5 3930620.5 047823 AGMT
(j) Except as otherwise required by law or regulation, the Commission will not use or publish any material in connection with the Invitation, other than the Invitation and any other Additional Material approved in writing by the Dealer Manager, or refer to the Dealer Manager in any such material, without the prior written approval of the Dealer Manager, which in either instance shall not be unreasonably withheld. The Commission, upon receiving such written approval, will promptly furnish the Dealer Manager with as many copies (which may be electronic copies) of such approved materials as the Dealer Manager may reasonably request. The Commission will promptly inform the Dealer Manager of any litigation or administrative or similar proceeding of which it becomes aware which is initiated or threatened with respect to the Tender Offer. The Dealer Manager agrees that it will not make any statements in connection with the Tender Offer other than the statements that are set forth in, or derived and consistent with from, the Invitation or Additional Material without the prior written consent of the Commission. (k) To the extent the Commission accepts offers to purchase Target Bonds in the Tender Offer, the Target Purchase Proceeds, the delivery of which is a condition of its purchase of the Target Bonds validly tendered for purchase pursuant to the Tender Offer, will be available, and the Commission is authorized to and will use the Target Purchase Proceeds under applicable law, to pay promptly to the holders entitled thereto the full purchase price of the Target Bonds that it may elect to purchase pursuant to the Tender Offer and all related fees and expenses; provided, however, that the source of payment therefor is solely from the Target Purchase Proceeds. (l) The Commission agrees not to purchase any Target Bonds during the term of this Agreement, except pursuant to and in accordance with the Invitation or as otherwise agreed in writing by the parties hereto and permitted under applicable laws and regulations, and the Commission agrees to cancel the Target Bonds it purchases pursuant to the Tender Offer or to cause such Bonds to be cancelled.

SECTION 2. Compensation and Expenses.
(a) The Commission shall pay to the Dealer Manager, as compensation for the Dealer Manager’s services hereunder, a fee of [$[___] for each $1,000 principal amount] as of the Settlement Date of Target Bonds purchased pursuant to the Tender Offer, subject to appropriate adjustment if the Dealer Manager terminates its participation in this Agreement or this Agreement is otherwise terminated, all as provided in Section 3 hereof. Such fee shall be payable concurrently with the payment for Bonds under the Tender Offer.
(b) Whether or not any Target Bonds are tendered for purchase pursuant to the Tender Offer, the Commission shall pay all reasonable expenses incurred in connection with the Tender Offer, including, without limitation, all fees and expenses relating to preparation, printing, mailing, and publishing of the Invitation and Additional Material and of any forwarding agent, and all fees and expenses of DTC, the Trustee and the Information Agent , and shall reimburse the Dealer Manager for all reasonable expenses incurred by the Dealer Manager in connection with its services as Dealer Manager under this Agreement, namely the reasonable fees and disbursements of counsel to the Dealer Manager.

SECTION 3. Termination; Withdrawal.
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(a) Subject to Section 7 hereof, this Agreement shall terminate upon the earliest to occur of (i) the 30th day following the expiration, termination, withdrawal or cancellation of the Tender Offer, (ii) the close of business on the Settlement Date, (iii) the withdrawal by Jefferies as the Dealer Manager pursuant to Section 4(m)(A) hereof, (iv) the time and date on which this Agreement shall be terminated by mutual consent of the parties hereto, and (v) the date that is six months after the date of this Agreement. (b) Subject to Section 7 hereof, this Agreement may be terminated by the Commission, at any time upon notice to the Dealer Manager, if (i) at any time prior to the Settlement Date, the Tender Offer is terminated or withdrawn by the Commission for any reason, or (ii) the Dealer Manager does not comply in any material respect with any of its obligations hereunder in the reasonable opinion of the Commission.
(c) Subject to Section 7 hereof, this Agreement shall be subject to termination in the absolute discretion of the Dealer Manager without any liability or penalty to the Dealer Manager and to each Dealer-Manager Related Person, and without loss of any right to reimbursement for its expenses pursuant to Section 2(b) hereof, at any time upon notice to the Commission, if (i) prior to the Settlement Date, (A) the Tender Offer is terminated or withdrawn by the Commission for any reason other than as provided in Section 3(b)(ii) above, or (B) any stop order, restraining order, injunction or denial of an application for approval has been issued and not thereafter stayed or vacated, or (C) any proceeding, litigation or investigation has been initiated, with respect to or otherwise affecting the Invitation or any other action or transaction contemplated by the Invitation or this Agreement, which the Dealer Manager reasonably believes renders it inadvisable for it to continue to act hereunder, (ii) the Commission shall have breached in any material respect any representation, warranty or covenant contained herein (including, but not limited to, the conditions set forth in Section 4 hereof), or (iii) the Commission shall publish, send or otherwise distribute any amendment or supplement to the Invitation or any Additional Material to which the Dealer Manager shall reasonably object in writing to the Commission.
(d) If this Agreement is terminated, the Commission will reimburse the Dealer Manager for its expenses pursuant to Section 2(b) hereof through the date of such termination promptly after such date. No termination of this Agreement , except a termination pursuant to Section 3(b)(ii) hereof, shall be deemed to terminate any of the rights or obligations of the Dealer Manager or the Commission previously accrued hereunder.

SECTION 4. Representations and Warranties by the Commission. The Commission represents and warrants to the Dealer Manager, as of the date hereof, as of each date that the Invitation or any Additional Material is published, sent, given or otherwise distributed, throughout the continuance of the Invitation, and as of the Settlement Date that:
(a) The Commission is a duly constituted public commission of the City and County of San Francisco duly organized and validly existing pursuant to its Charter and the Constitution and laws of the State of California.
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(b) The Commission has full legal right, power and authority to execute and deliver this Agreement, and to perform all its obligations hereunder and to make and consummate the Invitation in accordance with its terms.
(c) The Commission has taken all necessary official action to authorize the making and consummation of the Tender Offer (including authorizing any provisions for the payment from the Target Purchase Proceeds by the Commission for Target Bonds tendered for purchase and for the issuance and delivery by the Commission of the Series 2025 Bonds) and the execution, delivery, and performance by the Commission of this Agreement; and this Agreement has been duly executed and delivered by the Commission and, assuming due authorization, execution and delivery by the Dealer Manager, this Agreement constitutes a legal, valid and binding contractual obligation of the Commission, enforceable against the Commission in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other similar laws relating to or affecting the creditors’ rights generally, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against entities such as the Commission in the State.
(d) The Invitation and the Additional Material do not and (as amended or supplemented, if amended or supplemented) will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. (e) Except as otherwise disclosed in the Invitation and the Additional Material (exclusive of any amendment or supplement thereto), subsequent to the respective dates as of which information is given in the Invitation and the Additional Material (exclusive of any amendment or supplement thereto), there has been no material adverse change, or any development that could reasonably be expected to result in a material adverse change, in the condition, financial or otherwise, or in the earnings, management, business, operations or prospects, whether or not arising from transactions in the ordinary course of business, of the Commission in the reasonable opinion of the Dealer Manager (any such change is called a “Material Adverse Change”).
(f) The making and consummation of the Tender Offer (including any provisions for the payment by the Commission from the Target Purchase Proceeds for Target Bonds tendered for purchase or for the issuance and delivery by the Commission of the Series 2025 Bonds), the execution, delivery and performance by the Commission of this Agreement and the consummation of the transactions contemplated hereby do not and will not conflict with or constitute on the part of the Commission a breach of or default under any material agreement or other instrument to which the Commission is a party, or any existing law (including, but not limited to, any applicable federal securities laws), ordinance, administrative regulation, court order or consent decree to which the Commission is subject. (g) To the knowledge of the Commission (except as otherwise disclosed in the Invitation or Additional Material), no litigation or other proceeding before or by any court, agency or other administrative body, state or federal, is pending or threatened against the Commission, or 8 3930620.5 047823 AGMT
that has as the subject thereof any property owned or leased by, the Commission and any such action, suit or proceeding, that if determined adversely to the Commission, would result in a Material Adverse Change or adversely affect the making or consummation of the Tender Offer, the acquisition or cancellation of Target Bonds or the other transactions contemplated by the Invitation or Additional Material.
(h) No consent, approval, authorization or order of, or registration, qualification or filing with, any court or regulatory agency or other governmental agency or instrumentality which has not been obtained and which is required in connection with the making and consummation of the Invitation (including any provisions for the payment by the Commission for Target Bonds tendered for purchase or for the issuance and delivery by the Commission of the Series 2025 Bonds), the execution, delivery and performance of this Agreement or the consummation of the transactions contemplated hereby. (i) The Commission is authorized to issue and deliver the Series 2025 Bonds, and if the Commission accepts the Target Bonds for purchase, the Commission will apply the proceeds of the Series 2025 Bonds to pay the full purchase price of the Target Bonds tendered for purchase that it may become committed to purchase pursuant to the Tender Offer and all related fees and expenses; and the Series 2025 Bonds when issued, authenticated and delivered will be valid and legally enforceable obligations of the Commission in accordance with their terms and the terms of the Indenture.
(j) The representations and warranties of the Commission solely with respect to the Series 2025 Bonds set forth in any Purchase Contract executed by the Commission with the underwriters of the Series 2025 Bonds (the “Underwriter s”) to be sold in a public offering thereof (the “Purchase Contact”) and all certificates and opinions of the Commission delivered thereunder for the benefit of the Underwriter s are hereby incorporated into this Agreement and also made to and for the benefit of the Dealer Manager solely with respect to the Series 2025 Bonds. (k) The Commission will perform the agreements and obligations it has that are set forth in or contemplated by the Invitation and Additional Material, including, but not limited to, accepting for payment Target Bonds that have been validly tendered and not withdrawn in accordance with and subject to the terms and conditions of the Tender Offer; provided, however, that the Commission may modify or cancel the Tender Offer at any time pursuant to the Invitation and Additional Material.
(l) The Commission hereby acknowledges that, i n performing the services contemplated by this Agreement, the Dealer Manager will be relying on the information furnished by the Commission , its officers, attorneys and other agents and information available from generally recognized public sources without independent verification. (m) The Commission represents and agrees that no solicitation material in addition to the Invitation and Additional Material will be used in connection with the Tender Offer or filed with any federal, state or local governmental or regulatory agency or authority by or on behalf of the Commission without the prior approval of the Dealer Manager, which approval shall not be unreasonably withheld or delayed. If (i) the Commission uses or permits the use of any 9 3930620.5 047823 AGMT
such solicitation material in connection with the Tender Offer or files any such solicitation material with any such federal, state or local governmental or regulatory agency or authority without the prior approval of the Dealer Manager, (ii) the Commission withdraws, terminates or cancels the Tender Offer for a reason other than in accordance with Section 3(b)(ii) hereof, or (iii) at any time the Dealer Manager shall determine that any condition set forth in Section 5 shall not be satisfied, then the Deale r Manager (A) shall have a reasonable period of time after discovering or being informed of such event to elect whether to continue to act as Dealer Manager or to withdraw as Dealer Manager, as the case may be, in connection with the Tender Offer, and (B) shall be entitled promptly to receive the payment of all expenses payable to it under this Agreement , which expenses have accrued to the date of such withdrawal.
(n) The Commission has instructed the Information Agent , on behalf of the Commission and the Dealer Manager , to make appropriate arrangements with DTC to allow for the book-entry movement of tendered Target Bonds among Holders or Registered Owners that choose to tender Target Bonds, the Commission and DTC.
(o) The representations and warranties set forth in this Section 4 shall remain operative and in full force and effect regardless of (i) any investigation made by or on behalf of any Dealer Manager -Related Person or (ii) any termination, expiration or cancellation of this Agreement.

SECTION 5. Conditions and Obligations. The obligation of the Dealer Manager to act as a Dealer Manager hereunder shall at all times be subject, in its discretion, to the conditions that:
(a) No event shall occur or any circumstance shall exist that causes the representations and warranties of the Commission contained herein or in any certificate or writing delivered hereunder at all times during the Invitation and at all times at or prior to the Settlement Date, not to be true and correct.
(b) The Commission at all times during the Tender Offer and at all times at or prior to the Settlement Date shall have performed all of its obligations hereunder required as of such time to have been performed by it.
(c) At or prior to the Launch Date, Norton Rose Fulbright US LLP, bond counsel to the Commission, shall furnish the Dealer Manager with the opinion letter substantially in the form attached as Exhibit A hereto, and on the Settlement Date, such counsel shall furnish the Dealer Manager with a bring down or restatement letter, dated the Settlement Date, of that same opinion letter furnished to the Dealer Manager at or prior to the Launch Date. (d) At or prior to the Launch Date, Hawkins Delafield & Wood LLP, counsel to the Dealer Manager, shall furnish the Dealer Manager with the opinion letter substantially to the effect that the Invitation, and the actions of the Commission in connection with the Tender Offer as specifically set forth in the Invitation and Additional Material, are exempt from the provisions of Section 14(d) of the 1934 Act, Regulation 14D and 14E of the Securities and Exchange Commission and the related rules promulgated thereunder and otherwise substantially in the form attached as Exhibit B hereto, and on the Settlement Date, such counsel shall furnish 10 3930620.5 047823 AGMT
the Dealer Manager with a bring down or restatement letter, dated the Settlement Date, of that same opinion letter furnished to the Dealer Manager at or prior to the Launch Date. (e) At or prior to the Launch Date, Orrick, Herrington & Sutcliffe LLP , disclosure counsel to the Commission, shall furnish the letter in substantially the form attached as Exhibit C hereto, and on the Settlement Date, such counsel shall furnish the Dealer Manager with a bring down or restatement letter, dated the Settlement Date, of that same opinion letter furnished to the Dealer Manager at or prior to the Launch Date.
(f) At the Settlement Date, there shall have been delivered to the Dealer Manager, on behalf of the Commission, a certificate of the Commission, signed by an Authorized Representative, dated the Settlement Date, and stating that the representations and warranties set forth in Section 4 hereof are true and accurate as if made on such Settlement Date. (g) The Commission shall have advised the Dealer Manager promptly of (i) the occurrence of any event (other than one expressly contemplated by the terms of the Invitation) that could cause the Commission to withdraw, rescind or terminate the Invitation or would permit the Commission to exercise any right not to purchase Target Bonds tendered under the Invitation, (ii) the occurrence of any event, or the discovery of any fact, the occurrence or existence of which it believes would make it necessary or advisable to make any change in the Invitation or Additional Material being used or would cause any representation or warranty contained in this Agreement to be untrue or inaccurate, (iii) any proposal by the Commission or requirement to make, amend or supplement the Invitation or any Additional Material pursuant to any applicable law, rule or regulation, (iv) its awareness of the issuance by any regulatory authority of any comment or order or the taking of any other action concerning the Invitation (and, if in writing, will have furnished the Dealer Manager with a copy thereof), (v) its awareness of any material developments in connection with the Invitation or the financing thereof, including, without limitation, the commencement of any lawsuit relating to the Invitation, and (vi) any other information relating to the Invitation, the Additional Material or this Agreement which the Dealer Manager may from time to time reasonably request.

SECTION 6. No Dealer Manager Duties and Obligations Beyond Those Set Forth Herein. It is expressly understood and agreed that the Dealer Manager’s duties and obligations in connection with this Dealer Manager Agreement are confined to those expressly defined herein, and no additional covenants or obligations shall be read into this Dealer Manager Agreement against the Dealer Manager.

SECTION 7. Survival. This Section 7 and Sections 2, 6, 8 and 10 hereof and the representations and warranties of the Commission set forth in Section 4 hereof shall survive any failure by the Commission to commence the Tender Offer, any termination, except a termination pursuant to Section 3(b)(ii) hereof, expiration or cancellation of this Agreement, any completion of the engagement provided for by this Agreement or any investigation made on behalf of the Commission, the Dealer Manager or any Dealer Manager-Related Person and shall survive the acquisition of Target Bonds pursuant to the Tender Offer or the termination of the Tender Offer. 11 3930620.5 047823 AGMT
SECTION 8. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State.

SECTION 9. Notices. Except as otherwise expressly provided in this Agreement, all notices, demands and formal actions hereunder will be in writing, mailed, forwarded by nationally recognized overnight carrier, electronically transmitted, or in some commercially accepted manner delivered to:

If to the Commission:

Public Utilities Commission of the
City and County of San Francisco
525 Golden Gate Avenue, 4th Floor
San Francisco, California 94102
Attention: Assistant General Manager, Business
Services/Chief Financial Officer
Telephone: (415) 554-3155
Fax: (415) 554-3161
With a copy to:

City and County of San Francisco
Office of Public Finance
City Hall, Room 338
1 Dr. Carlton B. Goodlett Place
San Francisco, California 94102
Telephone: (415) 554-5956
Fax: (415) 554-4864

If to the Dealer Manager:

Jefferies LLC
11100 Santa Monica Boulevard, 12th Floor
Los Angeles, California 90025
Email: [email protected]
Attention: Simon Wirecki

or to such other address specified in a notice delivered in accordance with this Section 9.

SECTION 10. Miscellaneous.
(a) This Agreement embodies the entire agreement and understanding between the parties relating to the subject matter hereof and supersedes all prior agreements and understandings related to such subject matter, and it is agreed that there are no terms, understandings, representations or warranties, express or implied, other than those set forth herein. (b) This Agreement will inure to the benefit of and be binding upon the parties and their successors (including any successors or assigns of the Dealer Manager), and will not confer any rights upon any other person. No director of the Commission shall incur any personal 12 3930620.5 047823 AGMT
liability for approving or executing this Agreement, taking any action or omitting to take any action required or permitted hereunder or otherwise by reason of or in connection with this Agreement , the Series 2025 Bonds, the Invitation, the Additional Material or any of the transactions or other matters contemplated by any of the foregoing.
(c) The Dealer Manager may share any information or matters relating to the Commission, the Invitation and the transactions contemplated hereby with its affiliates, and such affiliates may likewise share information relating to the Commission with the Dealer Manager. (d) All representations, warranties, covenants and agreements by the Commission and the Dealer Manager in this Agreement shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Dealer Manager and shall survive the tender and corresponding purchase of the Target Bonds. (e) If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions, covenants, and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The Commission and the Dealer Manager shall endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions, the economic effect of which comes as close as possible to that of the invalid, void or unenforceable provisions. (f) Independent registered municipal advisors (as defined in SEC Rule 15Ba1- 1(d)(3)(vi)) have been engaged to advise the Commission in connection with the issuance of the Series 2025 Bonds and the Tender Offer. The Commission acknowledges that in connection with the provision of the services under this Agreement, the Dealer Manager has informed the Commission that it is relying on the exemption provided under SEC Rule 15Ba1- 1(d)(3)(vi) for the participation by an independent registered municipal advisor. The Dealer Manager is not acting as a Municipal Advisor (as defined in Section 15B of the 1934 Act) and shall have no fiduciary duty to the Commission in connection with the issuance of the Series 2025 Bonds or the Tender Offer. The Commission has consulted with its municipal and other advisors to the extent it deems appropriate in connection with the issuance of the Series 2025 Bonds and the Tender Offer.
(g) In connection with the transactions contemplated hereby and the process leading to such transactions, the Dealer Manager is and has been acting solely as a principal and is not the municipal advisor, financial advisor, agent or fiduciary of the Commission or any of the Commission’s affiliates, directors, officers, employees, creditors or any other person (irrespective of whether Jefferies has provided other services or is currently providing other services to any of them on other matters). The Commission expressly disclaims any agency or fiduciary relationship with the Dealer Manager hereunder. The Commission understands that neither the Dealer Manager nor the Dealer Manager -Related Parties is a municipal advisor and neither is providing (nor is the Commission relying on the Dealer Manager or its affiliates for) tax, regulatory, legal or accounting advice. The Commission acknowledges that it has consulted with its financial and/or municipal, legal, accounting, tax and other advisors, as applicable, to the extent it has deemed appropriate. The rights and obligations that the Commission may have to Jefferies or its affiliates, 13 3930620.5 047823 AGMT
under any credit or other agreement, are separate from the Commission ’s rights and obligations under this Agreement and will not be affected in any way by this Agreement. The Dealer Manager may, to the extent it deems appropriate, retain the services of any of its affiliates to assist the Dealer Manager, as applicable, in providing its services hereunder and share with any such affiliates any information made available by or on behalf of the Commission. (h) One or more of affiliates of the Dealer Manager may own or hold the Target Bonds for its own account or the account of its customers. The Dealer Manager has not engaged any affiliates in any manner related to the Tender Offer. To the extent they hold any of the Target Bonds, these affiliates would be engaged like any other investor or holder of the Target Bonds. (i) This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which, taken together, will constitute one and the same instrument.

Delivery of an executed signature page of this Agreement by facsimile or email transmission shall be as effective as delivery of a manually signed counterpart hereof.

[Signature page follows]

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If the foregoing correctly sets forth our understanding, please indicate your acceptance of the terms hereof signing in the appropriate space below and returning to the Dealer Manager the enclosed duplicate originals hereof, whereupon this letter shall be come a binding agreement between us.

Very truly yours,

JEFFERIES LLC

By:

Simon Wirecki
Managing Director

Signature Page to Dealer Manager Agreement

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Accepted and agreed to as
of the date first written above:

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO

By:

Authorized Representative

Signature Page to Dealer Manager Agreement

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Approved as to Form:

DAVID CHIU
City Attorney

By:
[Katherine T. Ortega]
Deputy City Attorney

Signature Page to Dealer Manager Agreement

Exhibit A
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[FORM OF LETTER OF BOND COUNSEL]

March [__], 2025

Jefferies LLC,
as Dealer Manager
Los Angeles, California

Public Utilities Commission
of the City and County of San Francisco
San Francisco Water Revenue Bonds
2025 Series ABC

$[Par Amount A]
2025 Sub-Series A
(Refunding)
(WSIP)(Green Bonds)
$[Par Amount B]
2025 Sub-Series B
(Refunding)
(Regional Water And Local
Water)

$[Par Amount C]
2025 Sub-Series C
(Refunding)
(Hetch Hetchy Water)

Ladies and Gentlemen:

This letter is addressed to you, as Dealer Manager, pursuant to Section 5(c) of the Dealer Manager Agreement, dated the date hereof (the “Dealer Manager Agreement”), between you and the Public Utilities Commission of the City and County of San Francisco (the “Issuer”), in relation to the Invitation to Tender Bonds for Purchase, dated the date hereof (the “Invitation”). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Invitation or, if not defined in the Invitation, in the Dealer Manager Agreement.

In connection with our role as bond counsel to the Issuer, we have reviewed the Dealer Manager Agreement; the Invitation; the posted Preliminary Officia l Statement; the Indenture; Ordinance No. 131- 24, adopted by the Board of Supervisors of the City and County of San Francisco on June 18, 2024; Resolution No. [25-____], adopted by the Commission on [March 11, 2025]; and such other documents, opinions and matters to the extent we deemed necessary to render the opinions and conclusions set forth herein.

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

We have relied as to factual matters on the representations and warranties contained in the Dealer Manager Agreement and the information contained in the Invitation. We have also examined such certificates of officers of the Issuer and others as we have considered necessary for the purposes of this opinion.

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As of the date hereof, we are of the following opinions and conclusions:
(1) The Dealer Manager Agreement has been duly executed and delivered by the Issuer and is a valid and binding agreement of the Issuer. (2) The statements contained in the Preliminary Officia l Statement under the captions “SECURITY FOR THE BONDS,” “THE 2025ABC BONDS” (excluding information about DTC or book-entry or under the subcaption “Securities Depository and Book-Entry Only System”), and “TAX MATTERS,” excluding any material that may be treated as included under such captions by cross reference or reference to other documents or sources, any information marked as preliminary, subject to change, and any information permitted to be omitted by Securities and Exchange Commission Rule 15c2- 12 or otherwise left blank, insofar as such statements expressly summarize certain provisions of the Indenture, or set out the proposed content of our final legal opinion as bond counsel to the Issuer concerning the validity of the Bonds and certain other matters, are accurate in all material respects.

The opinion expressed in paragraph (1) hereof is qualified to the extent that the enforceability of the Dealer Agreement be limited by any applicable bankruptcy, insolvency, debt adjustment, moratorium, reorganization or other similar laws affecting creditors’ rights generally, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases or as to the availability of any particular remedy. In addition, the enforceability of the Dealer Agreement is subject to the eff ect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, to the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law, and to the limitations on legal remedies against public agencies in the State of California. We express no opinion as to any indemnification, contribution, penalty, choice of law, choice of forum or waiver provisions contained in the Dealer Agreement.

We are furnishing this opinion to you pursuant to the Dealer Manager Agreement, solely for your benefit as Dealer Manager. This opinion is rendered in connection with the transaction described herein, and may not be relied upon by you for any other purpose. This opinion shall not extend to, and may not be used, circulated, quoted, referred to, or relied upon by, any other person, firm, corporation or other entity without our prior written consent. The delivery of this opinion shall not create any attorney- client relationship between our firm and the addressee hereof. We have no obligation to update this opinion.

Respectfully submitted,
Exhibit B
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[FORM OF OPINION OF COUNSEL TO THE DEALER MANAGER]
March [__], 2025

Jefferies LLC,
as Dealer Manager under
the Agreement referred to below
Los Angeles, California
Ladies and Gentlemen:

We have acted as your counsel in your capacity as dealer manager (in such capacity, the “Dealer Manager”) under that certain Dealer Manager Agreement, dated March [__], 2025 (the “Agreement”), between the Public Utilities Commission of the City and County of San Francisco (the “Commission”) and the Dealer Manager, and in connection the Commission inviting offers to tender for some or all of certain of the Commission’s outstanding Water Revenue Bonds as more fully described in the Invitation (as hereinafter mentioned), the Commission determining which tendered bonds will be purchased, and the process of consummating the purchase of such tendered bonds (the “Tender Offer”) . Capitalized terms used herein and not otherwise defined have the meanings given such terms in the Agreement.

In rendering this opinion, we have examined originals or copies certified or otherwise identified to our satisfaction of : (i) the Indenture; (ii) the Invit ation; (iii) the Agreement; (iv ) a copy of the Preliminary Official Statement of the Commission, dated March [__], 2025, relating to the Series 2025 Bonds (the “Preliminary Official Statement”); (v) the opinion letter of Norton Rose Fulbright US LLP, as bond counsel to the Commission (“ Bond Counsel”), dated the date hereof; (v i) a letter from Orrick, Herrington & Sutcliffe LLP, as disclosure counsel to the Commission (“Disclosure Counsel”), dated the date hereof, and (v ii) such other documents, certificates, instructions and records as we have considered necessary or appropriate as a basis for our opinion.

Based on and subject to the foregoing, and in reliance thereon, as of the date hereof, we are of the opinion that the Invitation and the actions of the Commission in connection with the Tender Offer, as specifically set forth in the Invitation and Additional Material, are exempt from the provisions of Section 14(d) of the 1934 Act, Regulation 14D and 14E of the Securities and Exchange Commission and the related rules promulgated thereunder.

Although we have not undertaken to check the accuracy, completeness or fairness of, or verified the information contained in, the Preliminary Official Statement and are therefore unable

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to make any representation to you in that regard, we have participated in conferences and other communications prior to the date of the Preliminary Official Statement with your representatives and representatives of the Commission, the City Attorney, the C ommission’s Co-Municipal Advisors, Bond Counsel , Disclosure Counsel and others, during which conferences and other communications the contents of the Preliminary Official Statement and related matters were discussed. Based upon the information made available to us in the course of our participation in such conferences and other communications, our review of the documents referred to above, our reliance on the certificates described above and our understanding of applicable law, we advise you as a matter of fact and not opinion that no facts came to the attention of the attorneys in our firm rendering legal services in connection with the preparation of the Invitation and the Preliminary Official Statement which cause us to believe that the Invitation, including the Preliminary Official Statement, as of its date contained any untrue statement of a material fact, or omitted to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (except that we express no view with respect to any financial, statistical or economic data or forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions or expressions of opinion, CUSIP numbers, DT C and its system and procedures, information in the Preliminary Official Statement under the heading s “GREEN BONDS DESIGNATION AND CLIMATE CERTIFICATION” (including any other information relating to “green designation” throughout the Preliminary Official Statement) “RATINGS,” “CO -MUNICIPAL ADVISORS,” “VERIFICATION OF MATHEMATICAL ACCURACY,” “TAX MATTERS” (including any other information regarding the tax -exempt status of the Series 2025 Bonds throughout the Preliminary Official Statement) , and Appendices A, B, C, D and F thereto). No responsibility is undertaken or opinion rendered with respect to any other disclosure document, materials or activity.

This opinion is being rendered to you solely for your benefit in connection with your role as Dealer Manager in connection with the Tender Offer described herein and is not to be used, circulated, quoted or otherwise referred to for any other purpose without our prior written consent.

No attorney-client relationship has existed or exists between our firm and the Commission by virtue of this letter. This opinion i s limited to matters governed by the laws of the State of California and federal securities laws, and we assume no responsibility with respect to the applicability of the effect of the laws of any other jurisdiction.

We have not undertaken any duty, and expressly disclaim any responsibility, to advise you as to events occurring after the date hereof with respect to the Invitation, the Preliminary Official Statement, or other matters discussed in the Preliminary Official Statement.

Respectfully submitted,

Exhibit C
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[FORM OF LETTER OF ISSUER DISCLOSURE COUNSEL]

March [__], 2025

Jefferies LLC
Los Angeles, California

Re: Public Utilities Commission of the City and County of San Francisco San Francisco Water Revenue Bonds, 2025 Series ABC
Ladies and Gentlemen:

We are acting as disclosure counsel to the Public Utilities Commission of the City and County of San Francisco (the “SFPUC”) in connection with its San Francisco Water Revenue Bonds, 2025 Series ABC (the “Bonds”). This letter is addressed to you, as Dealer Manager, pursuant to Section 5(e) of the Dealer Manager Agreement, dated March [__], 2025, between you and the SFPUC. As disclosure counsel to the SFPUC, we have deferred on certain matters to the City Attorney of the City and County of San Francisco (the “City Attorney”).

In that connection, we have reviewed certain portions of a copy of the posted preliminary official statement of the SFPUC with respect to the Bonds, dated March [__], 2025 (the “Preliminary Official Statement”), certificates of the SFPUC and others, the opinion of Norton Rose Fulbright US LLP, bond counsel, and such other records, opinions and documents, and we have made such investigations of law as we have deemed appropriate as a basis for the conclusion hereinafter expressed. Capitalized terms not other wise defined herein shall have the meanings ascribed thereto in the Preliminary Official Statement.

In arriving at the conclusion hereinafter expressed, we are not expressing any opinion or view on, and with your permission are assuming and relying on, without independent assessment or inquiry, the validity, accuracy and sufficiency of the records, docum ents, certificates and opinions referred to above, including the accuracy of all factual matters represented and legal conclusions contained therein. We have assumed that all records, documents, certificates and opinions that we have reviewed, and the signatures thereto, are genuine. Our conclusions are limited to matters of federal securities laws, and we assume no responsibility with respect to the applicability or effect of any other laws. Our services did not include financial or other non-legal advice.

We are not passing upon and do not assume any responsibility for the accuracy, completeness or fairness of any of the statements contained in the Preliminary Official Statement and make no representation that we have independently verified the accuracy, completeness or fairness of any such statements. In our capacity as disclosure counsel to the SFPUC, to assist it in discharging its obligations under federal securities laws with respect to the Preliminary Official

C-2
3930620.5 047823 AGMT

Statement, we participated in conferences with representatives of the SFPUC, the City, the City Attorney, Montague DeRose and Associates, LLC, and Backstrom McCarley Berry & Co., LLC, co-municipal advisors, Norton Rose Fulbright USA, LLP, as bond counsel, the underwriters of the Bonds, Hawkins, Delafield & Wood LLP, as Underwriters’ Counsel, the Dealer Manager, and others, during which the contents of the Preliminary Official Statement and related matters were discussed. Based on our participation in the above-mentioned conferences, and in reliance thereon, on oral and written statements and representations of the SFPUC and others and on the records, documents, certificates, opinions and matters herein mentioned, we advise you as a matter of fact and not opinion that, during the course of our role as disclosure counsel with respect to the Bonds no facts have come to the attention of the attorneys in our firm rendering legal services with respect to the Preliminary Official Statement which have caused us to b elieve, based on the documents, drafts and facts in existence and received as of the date hereof, that the Preliminary Official Statement contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (except any information marked as preliminary or subject to change, any information permitted to be omitted by Securities and Exchange Commission Rule 15c2- 12 or otherwise left blank; provided that, we expressly exclude from the scope of this paragraph and express no view, about any CUSIP numbers, financial, accounting, statistical or economic, engineering or demographic data or forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions or expressions of opinion, any information about verification, feasibility, valuation, appraisals, absorption, real estate or environmental matters, relationships among the parties, any management discussion and analysis, information under the captions “ LITIGATION,” “TAX MATTERS,” “RATINGS,” “UNDERWRITING,” “CO-MUNICIPAL ADVISORS” and “VERIFICATION OF MATHEMATICAL ACCURACY,” any statements about compliance with prior continuing disclosure undertakings, Appendices A, C, D and F thereto, or any information about book-entry, tax exemption or other tax matters, The Depository Trust Company, Cede & Co., ratings, rating agencies, municipal advisors, underwriters, underwriting or “green” designation, or information about the tender offer, the tender offer documents, the targeted bonds or assumed te nder results included or referred to therein or omitted therefrom. No responsibility is undertaken or view expressed with respect to any other disclosure document, materials or activity, or as to any information from another document or source referred to by or incorporated by reference in the Preliminary Official Statement.

This letter is furnished to you by us as disclosure counsel to the SFPUC in connection with the execution and delivery of the Dealer Manager Agreement on the date hereof. No attorney- client relationship has existed or exists between our firm and you in connection with the Bonds or by virtue of this letter. We disclaim any obligation to update this letter. This letter is not to be used, circulated, quoted or otherwise referred to or relied upon for any other purpose or by any other person. This letter is not intended to, and may not, be relied upon by any party to whom it is not specifically addressed.

Very truly yours,

ORRICK, HERRINGTON & SUTCLIFFE LLP

Exhibit C
3930620.5 047823 AGMT

ANNEX A
[Invitation to be Attached]
203039233.5

INVITATION TO TENDER BONDS FOR PURCHASE
made by

PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO to the Bondholders described herein of all or any portion of the maturities listed on pages (i) through (iii) herein of its

TAXABLE TARGET BONDS

SAN FRANCISCO WATER REVENUE BONDS,
2019 Series ABC, 2019 Sub-Series A Bonds
(Refunding – Federally Taxable) (WSIP)
(Green Bonds)

2019 Series ABC, 2019 Sub-Series B Bonds
(Refunding – Federally Taxable) (Hetch Hetchy)
2019 Series ABC, 2019 Sub-Series C Bonds
(Refunding – Federally Taxable) (Local Water Main)
2020 Series EFGH, 2020 Sub-Series E Bonds
(Refunding – Federally Taxable) (WSIP)
(Green Bonds)

2020 Series EFGH, 2020 Sub-Series F Bonds
(Refunding – Federally Taxable) (Non-WSIP)
2020 Series EFGH, 2020 Sub-Series G Bonds
(Refunding – Federally Taxable) (Local Water)

2020 Series EFGH, 2020 Sub-Series H Bonds
(Refunding – Federally Taxable) (Hetch Hetchy Water)

TAX-EXEMPT TARGET BONDS

SAN FRANCISCO WATER REVENUE BONDS,
2016 Series AB, 2016 Sub-Series A Bonds
(Refunding)
2017 Series DEFG, 2017 Sub-Series D Bonds (Refunding)
(Green Bonds)
2020 Series ABCD, 2020 Sub-Series B Bonds
(Regional Water)

THIS INVITATION WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME, ON MARCH 27, 2025

UNLESS EARLIER CANCELED OR EXTENDED AS DESCRIBED HEREIN

All terms used below with initial capitalization where not required by the rules of grammar and not otherwise defined herein have the meanings given to them in this Invitation.

To make an informed decision as to whether, and how, to tender Target Bonds for purchase pursuant to this Invitation, Bondholders must read this Invitation , including the 2025 Refunding POS (as defined herein) included herein as Appendix A, carefully, and consult with their financial advisor, accounting professional, tax professional, attorney, Financial Representative (as defined herein) or other appropriate professional. For more information about risks concerning this Invitation, please see “ADDITIONAL CONSIDERATIONS” herein.

Any Bondholder wishing to tender Target Bonds for purchase in response to this Invitation must follow the procedures for tenders more specifically described herein. Bondholders and their Financial Representatives with questions about this Invitation should contact the Dealer Manager or the Information Agent and Tender Agent.

Key Dates and Times
All of these dates and times are subject to change. All times are New York City time.

Notices of changes will be sent in the manner provided for in this Invitation.

Launch Date ............................................................................................................................................................... March 12, 2025 Pricing Notice ............................................................................................................................................................ March 21, 2025 Expiration Date ......................................................................................................................................... 5:00 p.m., March 27, 2025 Preliminary Acceptance Date and Preliminary Acceptance Notice ............................................................................... April 1, 2025 Determination of Taxable Target Bonds Offer Purchase Prices ......................................... Approximately 10:00 a.m., April 2, 2025 Notice of Taxable Target Bonds Offer Purchase Prices ................................................................................................. April 2, 2025 Final Acceptance Date and Final Acceptance Notice .................................................................................................... April 3, 2025 Settlement Date (unless earlier terminated or extended) .............................................................................................. April 17, 2025

The Dealer Manager
for this Invitation is
The Information Agent and Tender Agent
for this Invitation is
Jefferies LLC Globic Advisors

203039233.5 i

TAXABLE TARGET BONDS SUBJECT TO THIS INVITATION
San Francisco Water Revenue Bonds
Series and Subseries CUSIP No.1
Maturity
Date
(November 1)
Average
Life Date2
Outstanding
Principal
Amount
Interest
Rate
Maximum Principal Amount
that may be Accepted for
Purchase if Tendered3
Benchmark
U.S. Treasury
Security45
Indicative Fixed
Spread‡
2019 Series ABC, 2019 Sub-Series A 79765R4Q9 2025 n/a $3,720,000 2.261% $ 2019 Series ABC, 2019 Sub-Series A 79765R4R7 2026 n/a 2,835,000 2.371 2019 Series ABC, 2019 Sub-Series A 79765R4S5 2027 n/a 1,865,000 2.483 2019 Series ABC, 2019 Sub-Series A 79765R4T3 2028 n/a 1,310,000 2.533 2019 Series ABC, 2019 Sub-Series A 79765R4U0 2029 n/a 3,135,000 2.593 2019 Series ABC, 2019 Sub-Series A 79765R4V8 2030 n/a 3,640,000 2.703 2019 Series ABC, 2019 Sub-Series A 79765R4W6 2031 n/a 30,570,000 2.803 2019 Series ABC, 2019 Sub-Series A 79765R4X4 2032 n/a 4,015,000 2.953 2019 Series ABC, 2019 Sub-Series A 79765R4Y2 2033 n/a 4,180,000 3.053 2019 Series ABC, 2019 Sub-Series A 79765R4Z9 2034 n/a 2,885,000 3.153 2019 Series ABC, 2019 Sub-Series A 79765R5A3 2039 [____] 153,555,000 3.303 2019 Series ABC, 2019 Sub-Series A 79765R5B1 2043 [____] 183,475,000 3.473 2019 Series ABC, 2019 Sub-Series B 79765R5C9 2034 [____] 5,015,000 3.153 2019 Series ABC, 2019 Sub-Series B 79765R5D7 2041 [____] 11,435,000 3.523 2019 Series ABC, 2019 Sub-Series C 79765R5E5 2034 [____] 5,320,000 3.153 2019 Series ABC, 2019 Sub-Series C 79765R5F2 2041 [____] 12,455,000 3.523 2020 Series EFGH, 2020 Sub-Series E 79771FAA5 2041 [____] 150,115,000 2.825 2020 Series EFGH, 2020 Sub-Series F 79771FAF4 2025 n/a 695,000 0.843 2020 Series EFGH, 2020 Sub-Series F 79771FAG2 2026 n/a 700,000 1.140 2020 Series EFGH, 2020 Sub-Series F 79771FAH0 2027 n/a 710,000 1.340 2020 Series EFGH, 2020 Sub-Series F 79771FAJ6 2028 n/a 720,000 1.618 2020 Series EFGH, 2020 Sub-Series F 79771FAK3 2029 n/a 735,000 1.718 2020 Series EFGH, 2020 Sub-Series F 79771FAL1 2030 n/a 2,740,000 1.788 2020 Series EFGH, 2020 Sub-Series F 79771FAM9 2031 n/a 2,790,000 1.988 2020 Series EFGH, 2020 Sub-Series F 79771FAN7 2032 n/a 2,850,000 2.188 2020 Series EFGH, 2020 Sub-Series F 79771FAP2 2033 n/a 2,915,000 2.288 2020 Series EFGH, 2020 Sub-Series F 79771FAQ0 2034 n/a 2,985,000 2.388 2020 Series EFGH, 2020 Sub-Series F 79771FAR8 2035 n/a 3,055,000 2.488 2020 Series EFGH, 2020 Sub-Series F 79771FAS6 2041 [____] 17,860,000 2.845 2020 Series EFGH, 2020 Sub-Series F 79771FAT4 2047 [____] 24,685,000 3.145

This information is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services. CUSIP numbers are provided for convenience of reference only. None of the Commission, the Dealer Manager, the Information Agent and Tender Agent nor their respective agents or counsel assume s responsibility for the accuracy of such numbers. 2 Average life date is shown for the Taxable Target Term Bonds only. The Taxable Target Term Bonds will be priced to their respective average life date. 3 The Commission may, but is not obligated to, defease certain of the T axable Target Bonds or portions thereof to their maturity dates or call dates (where applicable), that it does not purchase pursuant to this Invitation, if deemed necessary by the Commission to comply with applicable tax law. See “ADDITIONAL CONSIDERATIONS” herein. 4 E[xcept for the 30-Year Benchmark U.S. Treasury Security which will be the “old long bond” (CUSIP _________) e]ach Benchmark U.S. Treasury Security will be the most recently auctioned “on- the-run” United States Treasury Security for the maturity indicated as of the date that the Offer Purchase Prices for the Taxable Target Bonds is set. The yield on each Benchmark U.S. Treasury Security to be used in establishing the Offer Purchase Prices for the Taxable Target Bonds will be the bid-side yield of the applicable Benchmark U.S. Treasury Security as quoted on the Bloomberg Bond Trader FIT1 series of pages at approximately 10:00 a.m., New York City time, on April 2, 2025.

See “TERMS OF THIS INVITATION – Determination of Bonds Purchase Spread and Offer Purchase Price” herein. 5 Indicative Fixed Spreads are preliminary and subject to change. Actual Fixed Spreads will appear in the Pricing Notice. The Purchase Price to be paid on the Settlement Date excludes Accrued Interest on the Taxable Target Bonds tendered and accepted for purchase, which interest will be paid up to but not including the Settlement Date in addition to the Purchase Price.

203039233.5 ii
2020 Series EFGH, 2020 Sub-Series G 79771FAY3 2025 n/a 8,385,000 0.843 2020 Series EFGH, 2020 Sub-Series G 79771FAZ0 2026 n/a 5,485,000 1.140 2020 Series EFGH, 2020 Sub-Series G 79771FBA4 2027 n/a 6,550,000 1.340 2020 Series EFGH, 2020 Sub-Series G 79771FBB2 2028 n/a 1,815,000 1.618 2020 Series EFGH, 2020 Sub-Series G 79771FBC0 2029 n/a 4,610,000 1.718 2020 Series EFGH, 2020 Sub-Series G 79771FBD8 2030 n/a 5,485,000 1.788 2020 Series EFGH, 2020 Sub-Series G 79771FBE6 2031 n/a 12,170,000 1.988 2020 Series EFGH, 2020 Sub-Series G 79771FBF3 2032 n/a 2,380,000 2.188 2020 Series EFGH, 2020 Sub-Series G 79771FBH9 2034 n/a 1,140,000 2.388 2020 Series EFGH, 2020 Sub-Series G 79771FBJ5 2035 n/a 325,000 2.488 2020 Series EFGH, 2020 Sub-Series G 79771FBK2 2043 [____] 10,705,000 3.095 2020 Series EFGH, 2020 Sub-Series H 79771FBP1 2025 n/a 695,000 0.843 2020 Series EFGH, 2020 Sub-Series H 79771FBQ9 2026 n/a 700,000 1.140 2020 Series EFGH, 2020 Sub-Series H 79771FBR7 2027 n/a 710,000 1.340 2020 Series EFGH, 2020 Sub-Series H 79771FBS5 2028 n/a 720,000 1.618 2020 Series EFGH, 2020 Sub-Series H 79771FBT3 2029 n/a 735,000 1.718 2020 Series EFGH, 2020 Sub-Series H 79771FBU0 2030 n/a 2,740,000 1.788 2020 Series EFGH, 2020 Sub-Series H 79771FBV8 2031 n/a 2,790,000 1.988 2020 Series EFGH, 2020 Sub-Series H 79771FBW6 2032 n/a 2,850,000 2.188 2020 Series EFGH, 2020 Sub-Series H 79771FBX4 2033 n/a 2,915,000 2.288 2020 Series EFGH, 2020 Sub-Series H 79771FBY2 2034 n/a 2,985,000 2.388 2020 Series EFGH, 2020 Sub-Series H 79771FBZ9 2035 n/a 3,055,000 2.488 2020 Series EFGH, 2020 Sub-Series H 79771FCA3 2041 [____] 17,860,000 2.845 2020 Series EFGH, 2020 Sub-Series H 79771FCB1 2047 [____] 24,685,000 3.145

203039233.5 iii

TAX-EXEMPT TARGET BONDS SUBJECT TO THIS INVITATION
San Francisco Water Revenue Bonds
Series and Subseries CUSIP No.1
Maturity Date
(November 1)
Outstanding
Principal Amount Interest Rate
Indicative Offer
Purchase Price2
2016 Series ABA, 2016 Sub-Series A 79765RH44 2027 $46,305,000 5.000% 2016 Series ABA, 2016 Sub-Series A 79765RH51 2028 48,655,000 5.000 2016 Series ABA, 2016 Sub-Series A 79765RH69 2029 51,135,000 5.000 2016 Series ABA, 2016 Sub-Series A 79765RH77 2030 53,460,000 4.000 2016 Series ABA, 2016 Sub-Series A 79765RH85 2031 34,135,000 5.000 2016 Series ABA, 2016 Sub-Series A 79765RH93 2032 35,875,000 5.000 2016 Series ABA, 2016 Sub-Series A 79765RJ26 2033 37,710,000 5.000 2016 Series ABA, 2016 Sub-Series A 79765RJ34 2034 39,670,000 5.000 2016 Series ABA, 2016 Sub-Series A 79765RJ42 2035 41,745,000 5.000 2016 Series ABA, 2016 Sub-Series A 79765RJ59 2036 43,670,000 4.000 2016 Series ABA, 2016 Sub-Series A 79765RJ67 20393 141,995,000 4.000 2017 Series DEFG, 2017 Sub-Series D 79765R2H1 2028 23,740,000 5.000 2017 Series DEFG, 2017 Sub-Series D 79765R2J7 2029 24,935,000 5.000 2017 Series DEFG, 2017 Sub-Series D 79765R2L2 2030 8,040,000 4.000 2017 Series DEFG, 2017 Sub-Series D 79765R2K4 2030 18,100,000 5.000 2017 Series DEFG, 2017 Sub-Series D 79765R2N8 2031 2,430,000 4.000 2017 Series DEFG, 2017 Sub-Series D 79765R2M0 2031 7,465,000 5.000 2017 Series DEFG, 2017 Sub-Series D 79765R2P3 2032 31,835,000 5.000 2017 Series DEFG, 2017 Sub-Series D 79765R2Q1 2033 18,250,000 5.000 2017 Series DEFG, 2017 Sub-Series D 79765R2R9 2034 39,510,000 5.000 2017 Series DEFG, 2017 Sub-Series D 79765R2S7 2035 8,090,000 5.000 2020 Series ABCD, 2020 Sub-Series B 79765R5K1 20453 8,890,000 5.000 2020 Series ABCD, 2020 Sub-Series B 79765R5L9 20503 52,440,000 5.000

203039233.5

PROVISIONS APPLICABLE TO THE INVITATION
On March 21, 2025, the Pricing Notice will be made available: (i) at the Municipal Securities Rulemaking Board through its Electronic Municipal Market Access website, currently located at http://emma.msrb.org, using the CUSIP numbers for the Target Bonds listed in the tables above; (ii) to The Depository Trust Company (“DTC”) and through DTC to the DTC participants holding the Target Bonds (as shown in a securities position report obtained by the Information Agent and Tender Agent); and (iii) by posting electronically on the website of the Information Agent and Tender Agent at https://www.globic.com/sfpuc (collectively, the “Information Services”).

On April 2, 2025, the Notice of Taxable Target Bonds Offer Purchase Prices will be made available through the Information Services. The Notice of Taxable Target Bonds Offer Purchase Prices will set forth the applicable Treasury Security Yields and the Fixed Spreads as determined in the Pricing Notice, which, together, will determine the Offer Purchase Prices for the Taxable Target Bonds. The 2025 Refunding POS (attached hereto as Appendix A) is or will be made available, as an attachment to this Invitation and made available through the Information Services.

The consummation of this Invitation is also subject to certain conditions. See Section 1(a) “INTRODUCTION – General” and Section 2(o) “TERMS OF THIS INVITATION – Conditions to Purchase” herein.

203039233.5

IMPORTANT INFORMATION
This Invitation and the other information with respect to this Invitation are and will be available from Jefferies LLC (the “Dealer Manager”) and Globic Advisors (the “Information Agent and Tender Agent ”) through the Information Services. Bondholders wishing to tender their Target Bonds for purchase pursuant to this Invitation must follow the procedures described in this Invitation. The Commission reserves the right to cancel, amend or otherwise modify or waive any terms or conditions of this Invitation as described herein. The Commission will have no obligation to purchase Target Bonds if this Invitation is cancelled or if the Commission fails to accept tender s.

The Commission further reserves the right to accept nonconforming tenders of Target Bonds or waive irregularities in any tender of Target Bonds. TARGET BONDS WHICH THE COMMISSION DOES NOT PURCHASE IN RESPONSE TO THIS INVITATION (SUCH TARGET BOND S, THE “ UNTENDERED BONDS ”) WILL BE RETURNED TO THE

RESPECTIVE BONDHOLDERS THAT TENDERED SUCH TARGET BONDS AND SUCH UNTENDERED BONDS WILL REMAIN OUTSTANDING. THE COMMISSION RESERVES THE RIGHT TO, AND MAY DECIDE TO, DEFEASE OR

REFUND NOW OR IN THE FUTURE (ON AN ADVANCE OR CURRENT BASIS) SOME OR ALL OF THE UNTENDERED

BONDS THROUGH THE ISSUANCE OF OTHER TAXABLE OR TAX-EXEMPT OBLIGATIONS OF THE COMMISSION

OR OTHERWISE , OR, IN THE FUTURE, TO OFFER TO PURCHASE OR EXCHANGE, SOME OR ALL OF THE UNTENDERED BONDS . The purchase by the Commission of any Target Bonds pursuant to this Invitation is contingent upon the issuance and sale of the 2025 Refunding Bonds. The issuance of the 2025 Refunding Bonds is subject to market conditions and conditions to be satisfied on or prior to the Settlement Date. The consummation of this Invitation is also subject to certain other conditions as described herein.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES

COMMISSION HAS APPROVED OR DISAPPROVED OF THIS INVITATION OR PASSED UPON THE

FAIRNESS OR MERITS OF THIS INVITATION OR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED IN THIS INVITATION. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

This Invitation is not being extended to, and Target Bonds tendered in response to this Invitation will not be accepted from or on behalf of, Bondholders in any jurisdiction in which this Invitation or such acceptance thereof would not be in compliance with the laws of such jurisdiction. In any jurisdictions where the securities, “blue sky” or other laws require this Invitation to be made through a licensed or registered broker or dealer, this Invitation shall be deemed to be made on behalf of the Commission through the Dealer Manager.

References to web site addresses herein are for informational purposes only and may be in the form of a hyperlink solely for the reader’s convenience. Unless specified otherwise, such web sites and the information or links contained therein are not incorporated into, and are not a part of, this Invitation.

No dealer, salesperson or other person has been authorized to give any information or to make any representation not contained in this Invitation, and, if given or made, such information or representation may not be relied upon as having been authorized by the Commission or any of its affiliates.

The delivery of this Invitation shall not under any circumstances create any implication that any information contained herein is correct as of any time subsequent to the date hereof or that there has been no change in the information set forth herein or i n any attachments hereto or materials delivered herewith or in the affairs of the Commission, or its affiliates, since the date hereof. The information contained in this Invitation is as of the date of this Invitation only and is subject to change, completion, or amendment without notice.

Certain statements included or incorporated by reference into this Invitation constitute “forward- looking statements.” Such statements are generally identifiable by the terminology used such as “forecast,” “plan,” “expect,” “estimate,” “budget” or similar words. The achievement of certain results or other expectations contained in such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements described to be mater ially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The Commission does not plan to issue any updates or revisions to those forward-looking statements if or when changes to its expectations, or events, conditions or circumstances on which such statements are based, occur.

This Invitation contains important information which should be read in its entirety before any decision is made with respect to this Invitation.

TABLE OF CONTENTS

Page

203039233.5 ii

1. INTRODUCTION ......................................................................................................................................... 1 a. General ..................................................................................................................................................................... 1 b. Binding Contract to Sell .......................................................................................................................................... 3 c. Sources of Funds to Purchase Target Bonds ............................................................................................................ 3 d. Brokerage Commissions and Solicitation Fees ........................................................................................................ 4 e. Untendered Bonds .................................................................................................................................................... 4

2. TERMS OF THIS INVITATION ................................................................................................................. 4 a. Expiration Date ........................................................................................................................................................ 4 b. Tenders Only Through the Commission’s DTC ATOP Account ............................................................................ 4 c. Information to Bondholders ..................................................................................................................................... 5 d. Authorized Denominations ...................................................................................................................................... 5 e. Provisions Applicable to All Tenders ...................................................................................................................... 5 f. Representations by Tendering Bondholders to the Commission .............................................................................. 6 g. Tender of Target Bonds by Financial Institutions; DTC ATOP Account................................................................ 6 h. Determinations as to Form and Validity of Tender Offer; Right of Waiver ............................................................ 7 i. Amendments and Withdrawals of Tenders Prior to Expiration Date ....................................................................... 8 j. Determination of Offer Purchase Prices ................................................................................................................... 8 k. Adjustment of Sinking Fund Provisions .................................................................................................................. 9 l. Determination of Amounts to be Purchased ........................................................................................................... 10 m. Settlement Date; Purchase of Target Bonds ......................................................................................................... 11 n. Extension, Cancellation and Amendment; Changes to Terms ............................................................................... 11 o. Conditions to Purchase .......................................................................................................................................... 12

3. ADDITIONAL CONSIDERATIONS ......................................................................................................... 13

4. SUMMARY OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES ........................................... 14

5. DEALER MANAGER ................................................................................................................................ 15

6. INFORMATION AGENT AND TENDER AGENT .................................................................................. 16

7. MISCELLANEOUS .................................................................................................................................... 16 APPENDIX A: Series 2025 Preliminary Official Statement
APPENDIX B: Form of Pricing Notice

203039233.5 1

INVITATION TO TENDER BONDS FOR PURCHASE
made by

PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO

1. INTRODUCTION
a. General
This Invitation to Tender Bonds for Purchase, dated March 12, 2025 (as it may be amended or supplemented, including the cover page, inside cover pages and Appendix A, this “ Invitation”), is made by the Public Utilities Commission of the City and County of San Francisco (the “Commission”), with the assistance of Jefferies LLC, as Dealer Manager (the “ Dealer Manager”), to the beneficial owners (the “Bondholders”) of certain maturities of the Commission’s San Francisco Water Revenue Bonds with the following designations (collectively the “Target Bonds”):
• 2016 Series AB, 2016 Sub-Series A Bonds (Refunding) (the “2016A Bonds”); • 2017 Series DEFG, 2017 Sub- Series D Bonds (Refunding) (Green Bonds) (the “ 2017D Bonds”);
• 2020 Series ABCD, 2020 Sub- Series B Bonds (Regional Water) (the “2020B Bonds ” and, together with the 2016A Bonds and the 2017D Bonds, the “Tax-Exempt Target Bonds”) • 2019 Series ABC, 2019 Sub-Series A Bonds (Refunding – Federally Taxable) (WSIP) (Green Bonds) (the “2019A Bonds”);
• 2019 Series ABC, 2019 Sub-Series B Bonds (Refunding – Federally Taxable) (Hetch Hetchy) (the “2019B Bonds”);
• 2019 Series ABC, 2019 Sub- Series C Bonds (Refunding – Federally Taxable) (Local Water Main) (the “2019C Bonds”);
• 2020 Series EFGH, 2020 Sub-Series E Bonds (Refunding – Federally Taxable) (WSIP) (Green Bonds) (the “2020E Bonds”);
• 2020 Series EFGH, 2020 Sub- Series F Bonds (Refunding – Federally Taxable) (Non -WSIP) (the “2020F Bonds”);
• 2020 Series EFGH, 2020 Sub-Series G Bonds (Refunding – Federally Taxable) (Local Water) (the “2020G Bonds”); and
• 2020 Series EFGH, 2020 Sub-Series H Bonds (Refunding – Federally Taxable) (Hetch Hetchy Water) (the “2020H Bonds” and, together with the 2019A Bonds, the 2019B Bonds, the 2019C Bonds, the 2020E Bonds, the 2020F Bonds and the 2020G Bonds, the “ Taxable Target Bonds”),
maturing on the dates set forth in the tables on pages (i) through (iii) of this Invitation. The Commission is inviting the Bondholders of the Target Bonds of each CUSIP noted on the inside cover pages hereof to tender all or a portion of their Target Bonds for cash purchase on the Settlement Date (as defined herein) by the Commission at the applicable price (each an “Offer Purchase Price” and, collectively, the “Offer Purchase Prices”) to be determined as follows:
• With respect to each CUSIP of the Taxable Target Bonds, each Offer Purchase Price will be based on a yield (each a “Purchase Yield”) equal to the applicable fixed spread (each, a “Fixed Spread”) to be added to the yield on the relevant benchmark United States Treasury Security

203039233.5 2
(the “ Benchmark U.S. Treasury Security ”). See Section 2(j), “TERMS OF THIS INVITATION – Determination of Offer Purchase Prices – Taxable Target Bonds” herein; and • With respect to each CUSIP of the Tax -Exempt Target Bonds, each Offer Purchase Price will be set forth in the Pricing Notice (as defined herein). See Section 2(j), “TERMS OF THIS INVITATION – Determination of Offer Purchase Prices – Tax-Exempt Target Bonds” herein.

In addition, accrued interest on such purchased Target Bonds will be paid up to but not including the Settlement Date (as defined herein) (“Accrued Interest ”), all on the terms and conditions as set forth in this Invitation.

On or about March 21, 2025, the Commission expects to publish the Pricing Notice (as it may be amended and supplemented, the “Pricing Notice”) in the form attached hereto as Appendix B.

The purchase of any Target Bonds pursuant to this Invitation is contingent on the Commission receiving sufficient net proceeds from the issuance of its San Francisco Water Revenue Bonds, 2025 Series ABC, 2025 Sub-Series A (Refunding) (WSIP) (Green Bonds), 2025 Sub- Series B (Refunding) (Regional Water and Local Water) and 2025 Sub-Series C (Refunding) (Hetch Hetchy Water) (collectively, the “2025 Refunding Bonds”) (see “– Sources of Funds to Purchase Target Bonds” herein) and is also subject to the terms of this Invitation and certain other conditions as described herein, including satisfaction of the Financing Conditions (as defined herein). The Commission’s obligation to accept for purchase and to pay for Target Bonds validly tendered (and not withdrawn) pursuant to this Invitation is also subject to the satisfaction or waiver of certain conditions. See Section 2(q), “TERMS OF THIS INVITATION – Conditions to Purchase,” for additional information regarding certain of such conditions.

The Target Bonds, if any, that the Commission decides to purchase will be purchased on April 17, 2025, unless such date is extended by the Commission, assuming all conditions to the Invitation have then been satisfied or waived by the Commission (such date being the “Settlement Date”). The purchase price paid for each offer of Target Bonds validly tendered and accepted for purchase (each a “Purchase Price”) and the total of the Purchase Price of the Target Bonds of each CUSIP validly tendered and accepted for purchase pursuant to this Invitation (the “Aggregate Purchase Price”), as well as Accrued Interest, will be funded from net proceeds of the 2025 Refunding Bonds, intended to be issued on the Settlement Date and other available moneys of the Commission, if any.

The outstanding bonds of the Commission of any series that are not identified in the tables above on pages (i) through (iii) are not subject to this Invitation. For certain information concerning the Commission and its plan of refunding and its outstanding indebtedness see the Preliminary Official Statement for the 2025 Refunding Bonds attached hereto as Appendix A (the “ 2025 Refunding POS”).

Bondholders must read the entirety of this Invitation, including Appendix A, in order to make an informed decision.

The Commission may decide to purchase less than all (or none) of the Target Bonds tendered to the Commission (see Section 2( l) “TERMS OF THIS INVITATION – Determination of Amounts to be Purchased” herein). Target Bonds must be validly tendered for purchase by 5:00 p.m., New York City time, on March 27, 2025 (or such later date as the Commission may determine, the “Expiration Date ”).

The Commission reserves the right to extend, amend, waive the terms of or otherwise modify this Invitation at any time on or prior to the Expiration Date and at any time prior to the Settlement Date , to cancel this Invitation, as described in Section 2(p) “TERMS OF THIS INVITATION – Extension, Cancellation and Amendment; Changes to Terms.”
Subject to the terms of this Invitation and the satisfaction of all conditions to the Commission ’s obligation to purchase tendered Target Bonds as described herein, and provided that (i) a Bondholder’s Target Bonds tendered for purchase have been validly tendered and not validly withdrawn by the Expiration Date, and (ii) accepted by the Commission on or before the Final Acceptance Date, the Commission will

203039233.5 3
purchase such Target Bonds tendered and accepted for purchase on the Settlement Date. Accrued Interest on the Target Bonds purchased will also be paid on the Settlement Date.

The Commission’s obligation to accept for purchase any tendered Target Bonds and the Commission’s obligation to pay for Target Bonds validly tendered (and not validly withdrawn) and accepted pursuant to this Invitation is subject to the satisfaction of or waiver of the following conditions on or prior to the Settlement Date: (A) the successful completion by the Commission of the issuance of the 2025 Refunding Bonds, the proceeds of which will be sufficient, together with other available moneys of the Commission, to (x) fund the Aggregate Purchase Price of all Target Bonds validly tendered and accepted for purchase pursuant to this Invitation, plus Accrued Interest, and (y) pay all fees and expenses associated with the issuance of the 2025 Refunding Bonds and this Invitation ; (B) receipt of all certifications and opinions required by the “Dealer Manager Agreement” executed between the Commission and the Dealer Manager in connection with this Invitation ; (C) when taken together with the issuance of the 2025 Refunding Bonds, the Commission, determining in its reasonable discretion that it will obtain a satisfactory and sufficient economic benefit as a result of market conditions, including (x) all or any portion of the maturities listed on pages (i) through (iii) will produce sufficient debt service savings for the Commission, (y) the expected or actual level of participation by Bondholders, or (z) any other factors not within the sole control of the Commission , all on terms and conditions that are in the Commission’s best interest (collectively, the “Financing Conditions”); and (D) the conditions to purchase in Section 2(o), “TERMS OF THIS INVITATION – Conditions to Purchase.”

TO MAKE AN INFORMED DECISION AS TO WHETHER, AND HOW, TO TENDER

TARGET BONDS FOR PURCHASE, BONDHOLDERS MUST READ THIS INVITATION , INCLUDING THE 2025 REFUNDING POS IN APPENDIX A HERETO.

None of the Commission, the Dealer Manager nor the Information Agent and Tender Agent (as defined herein) makes any recommendation that any Bondholder tender or refrain from tendering all or any portion of such Bondholder’s Target Bonds for purchase. Bondholders must make their own decisions and should read this Invitation carefully and consult with their financial advisor, accounting professional, tax professional, attorney, Financial Representative (as defined herein) or other appropriate professional in making these decisions.

Target Bonds which the Commission does not purchase in response to this Invitation (such Target Bonds, the “Untendered Bonds”) will be returned to the respective Bondholders that tendered such Target Bonds, and such Untendered Bonds will continue to be outstanding, and payable and secured, pursuant to the terms of the Amended and Restated Indenture, dated as of August 1, 2002 (as supplemented and amended, the “Indenture”), by and between the Commission and the U.S. Bank Trust Company, National Association, as successor trustee (the “Trustee”). Bondholders of Untendered Bonds will continue to bear the risk of ownership of such Untendered Bonds, including the risk of redemption pursuant to the terms of such bonds. See “– Untendered Bonds” herein.
b. Binding Contract to Sell
If a Bondholder’s tender of a Target Bond is accepted by the Commission by the time specified herein, the Bondholder will be obligated to sell, and the Commission will be obligated to purchase, such Target Bonds on the Settlement Date at the Offer Purchase Price for such Target Bond, plus Accrued Interest, subject to the conditions described herein.
c. Sources of Funds to Purchase Target Bonds
The Aggregate Purchase Price of the Target Bonds validly tendered for purchase pursuant to this Invitation will be funded from net proceeds of the 2025 Refunding Bonds , intended to be issued on the

203039233.5 4
Settlement Date and other available moneys of the Commission, if any. The purchase by the Commission of any Target Bonds is contingent upon the satisfaction of the Financing Conditions , including the issuance and sale of the 2025 Refunding Bonds , and the conditions to purchase in Section 2(o), “TERMS OF THIS INVITATION – Conditions to Purchase.”
The issuance of the 2025 Refunding Bonds is subject to market conditions and c onditions to be satisfied on or prior to the Settlement Date. The 2025 Refunding Bonds are not being offered pursuant to this Invitation.
d. Brokerage Commissions and Solicitation Fees
Bondholders will not be obligated to pay any brokerage commissions or solicitation fees to the Commission, the Dealer Manager, or the Information Agent and Tender Agent in connection with this Invitation. However, each Bondholder should check with its broker, bank, account executive or other financial institution that maintains the account in which their Target Bonds are held (their “Financial Representative”) to determine whether it will charge any commissions or fees. e. Untendered Bonds
The Commission reserves the right to, and may decide to, defease or refund now or in the future (on an advance or current basis) some or all of the Untendered Bonds through the issuance of other taxable or tax- exempt obligations of the Commission or otherwise, or, in the future, to offer to purchase or exchange, some or all of the Untendered Bonds. See “ADDITIONAL CONSIDERATIONS” herein.

The purchase by the Commission of Target Bonds may have certain potential adverse effects on Bondholders of Untendered Bonds, including the following:
• the principal amount of the Untendered Bonds available to trade publicly will be reduced, which could adversely affect the liquidity and market value of any Untendered Bonds; and • the average life of the remaining Untendered Bonds may be affected, for Target Bonds subject to mandatory sinking fund redemptions.

2. TERMS OF THIS INVITATION
a. Expiration Date
The Commission’s invitation to tender hereunder will expire at 5:00 p.m., New York City time, on the Expiration Date. Bondholders who are interested in selling their Target Bonds on the Settlement Date must follow the procedures more specifically described herein. Bondholders and their Financial Representatives with questions about this Invitation should contact the Dealer Manager or the Information Agent and Tender Agent.

In the sole discretion of the Commission, the Commission may extend the Expiration Date , the Preliminary Acceptance Date, the Final Acceptance Date (each as defined herein) or the Settlement Date, or cancel, amend or otherwise modify or waive any conditions of this Invitation. See “ – Extension, Cancellation and Amendment; Changes to Terms” herein.
b. Tenders Only Through the Commission’s DTC ATOP Account The Target Bonds are all held in book- entry-only form through the facilities of The Depository Trust Company (“DTC”) through banks, brokers and other institutions that are participants in DTC. All tenders of Target Bonds must be made through the Commission’s Automated Tender Offer Program

203039233.5 5
account at DTC described herein (the “DTC ATOP account”) . The Commission will not accept any tenders that are not made through the DTC ATOP account. As a result, Bondholders who are not DTC participants can only tender Target Bonds through the financial institution that maintains the DTC account in which their Target Bonds are held.

In order to ensure that each Bondholder receives proper consideration of the Purchase Price paid in connection with the purchase of such Bondholder’s Target Bonds, a Bondholder’s DTC participant should input such Bondholder’s tender instructions separately into the DTC ATOP account. c. Information to Bondholders
The Commission may give information about this Invitation to the market and Bondholders , including, without limitation, any supplement to the 2025 Refunding Bonds POS, the Pricing Notice and all other notices, supplements and amendments hereto, by delivery of the information in the following ways:
(a) to the Municipal Securities Rulemaking Board through its Electronic Municipal Market Access website, currently located at http://emma.msrb.org (“EMMA Website”), using the CUSIP numbers for the Target Bonds; (b) DTC and through DTC to the DTC participants holding the Target Bonds; and (c) by posting electronically on the website of the Information Agent and Tender Agent at https://www.globic.com/sfpuc (such website, together with EMMA Website and DTC being collectively referred to herein as the “Information Services”). Delivery by the Commission of information through the Information Services will be deemed to constitute delivery of such information to each Bondholder.

The Commission, the Dealer Manager, and the Information Agent and Tender Agent have no obligation to ensure that a Bondholder actually receives any information provided by the Commission in this manner. Bondholders who would like to receive information furnished by the Commission through the Information Services must make appropriate arrangements with their Financial Representatives, or the Information Agent and Tender Agent.
d. Authorized Denominations
A Bondholder may tender Target Bonds for purchase of a particular CUSIP number that it owns in an amount of its choosing, but only in a principal amount equal to the minimum denomination of $5,000 (the “Authorized Denomination”) or any multiple of $5,000 in excess thereof. e. Provisions Applicable to All Tenders
Need for Advice. A Bondholder should ask its Financial Representative or financial advisor for help in determining: (a) whether to tender Target Bonds of a particular CUSIP number for purchase, and (b) the principal amount of Target Bonds of such CUSIP number to be tendered, in each case in response to this Invitation. A Bondholder also should inquire as to whether its Financial Representative or financial advisor will charge a fee for submitting tenders if the Commission purchases the Bondholder’s tendered Target Bonds. The Commission, the Dealer Manager, and the Information Agent and Tender Agent will not charge any Bondholder for tendering Target Bonds.

Need for Specificity of Tender . A tender cannot exceed the par amount of Target Bonds owned by the Bondholder and must include the following information: (1) the CUSIP number(s) of the Target Bond(s) being tendered, and (2) the principal amount of each CUSIP number being tendered (such principal amount must be stated in Authorized Denominations and if not so stated, for tenders of less than all of the holder’s position in the Target Bonds, such principal amount will be reduced to the greatest integral multiple of $5,000 equal to at least the applicable minimum Authorized Denomination ). Any Bondholder located outside of the United States should check with its broker to determine if there any additional minimal increments, alternative settlement timing or other limitations.

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“All or none” offers are not permitted.

No alternative, conditional or contingent tenders will be accepted. Bondholders who tender less than all of the Target Bond s that they hold must continue to hold their remaining Target Bonds in Authorized Denominations.

ALL TENDERS MUST BE MADE THROUGH THE DTC ATOP ACCOUNT . THE

COMMISSION WILL NOT ACCEPT ANY TENDERS THAT ARE NOT MADE THROUGH THE DTC ATOP ACCOUNT . LETTERS OF TRANSMITTAL ARE NOT BEING USED IN CONNECTION WITH THIS INVITATION. See “– Tender of Target Bonds by Financial Institutions; DTC ATOP Account” herein.

General. A Bondholder may only tender Target Bonds it owns . By tendering Target Bond s pursuant to this Invitation, a Bondholder will be deemed to have represented to, and agreed with , the Commission as set forth under “– Representations by Tendering Bondholders to the Commission” herein.

All tenders shall survive the death or incapacity of the tendering Bondholder. f. Representations by Tendering Bondholders to the Commission By tendering Target Bonds for purchase pursuant to this Invitation, each tendering Bondholder will be deemed to have represented to and agreed with the Commission that:
(a) the Bondholder has received this Invitation and has had the opportunity to review this Invitation prior to making its decision to tender Target Bonds, and agrees if the purchase of any tendered Target Bonds is consummated, the purchase of such Target Bonds shall be on the terms and conditions set forth in this Invitation;
(b) the Bondholder has full power and authority to tender, sell, assign and transfer the tendered Target Bonds; and on the Settlement Date, the Commission will acquire good, marketable and unencumbered title thereto, free and clear of all liens, charges, encumbrances, conditional sales agreements or other obligations and not subject to any adverse claims, subject to payment to the Bondholder of the Purchase Price for such Target Bonds plus, with respect to the Target Bonds, Accrued Interest; (c) the Bondholder has made an independent decision to tender its Target Bond s for purchase pursuant to this Invitation, and as to the terms thereof, and such decision is based upon the Bondholder’s judgment and upon advice from such advisors with whom the Bondholder has determined to consult; (d) the Bondholder is not relying on any communication from the Commission, the Dealer Manager or the Information Agent and Tender Agent as investment advice or as a recommendation to tender the Bondholder’s Target Bonds, it being understood that the information from the Commission, the Dealer Manager and the Information Agent and Tender Agent related to the terms and conditions of this Invitation made pursuant to this Invitation shall not be considered investment advice or a recommendation to tender Target Bonds; and
(e) the Bondholder is capable of assessing the merits of and understanding (on its own and/or through independent professional advice), and does understand, agree and accept, the terms and conditions of this Invitation.
g. Tender of Target Bonds by Financial Institutions; DTC ATOP Account The Commission, through the Information Agent and Tender Agent, will establish the DTC ATOP account for purposes of this Invitation within three Business Days (as defined below) after the date of this Invitation. Tender of Target Bonds in accordance with this Invitation may be made to the Commission

203039233.5 7
through the DTC ATOP account. Any financial institution that is a participant in DTC may make a book- entry tender of the Target Bonds by causing DTC to transfer the applicable Target Bonds into the DTC ATOP account in accordance with DTC’s procedures.

Concurrently with the delivery of Target Bonds through book-entry transfer into the DTC ATOP account, an Agent’s Message (defined below) in connection with such book -entry transfer must be transmitted to and received at the DTC ATOP account by not later than 5:00 p.m., New York City time, on the Expiration Date (as this date may have been changed pursuant to this Invitation).

The confirmation of a book- entry transfer into the DTC ATOP account as described above is referred to herein as a “Book -Entry Confirmation.” The term “Agent’s Message” means a message transmitted by DTC to, and received by, the DTC participant and forming a part of the Book- Entry Confirmation which states that DTC has received an express acknowledgment from the DTC participant tendering the Target Bonds that are the subject of such Book- Entry Confirmation, stating (1) the CUSIP number, series, and principal amount of the Target Bonds that have been tendered by such participant pursuant to this Invitation, and (2) that such participant on behalf of the related Bondholder agrees to be bound by the terms of this Invitation. By causing DTC to transfer Target Bonds into the applicable Commission ATOP account, a financial institution warrants to the Commission that it has full authority, and has received from the Bondholder(s) of such Target Bonds all direction necessary, to tender and sell such Target Bonds as set forth in this Invitation.

Bondholders who are not DTC participants can only tender Bonds pursuant to this Invitation by making arrangements with and instructing their Financial Representative to tender the Bondholder’s Target Bonds through the applicable Commission ATOP account. To ensure a Bondholder’s Target Bonds are tendered to the applicable Commission ATOP account by 5:00 p.m., New York City time, on the Expiration Date, a Bondholder must provide instructions to its Financial Representative in sufficient time for the Financial Representative to tender the Bondholder’s Target Bonds to the applicable Commission ATOP account by this deadline. A Bondholder should contact its Financial Representative for information as to when the Financial Representative needs the Bondholder’s instructions in order to tender the Bondholder’s Target Bonds to the applicable State ATOP account by 5:00 p.m., New Yor k City time, on the Expiration Date.

THE COMMISSION, THE DEALER MANAGER, AND THE INFORMATION AGENT

AND TENDER AGENT ARE NOT RESPONSIBLE FOR THE TRANSFER OF ANY TENDERED

BONDS TO THE APPLICABLE COMMISSION ATOP ACCOUNT OR FOR ANY MISTAKES, ERRORS OR OMISSIONS IN THE TRANSFER OF ANY TENDERED TARGET BONDS. “Business Day” means any day other than (i) a Saturday or a Sunday, or (ii) a day on which the offices of the Commission or banking institutions in California or New York are required or authorized by law to be closed.
h. Determinations as to Form and Validity of Tender Offer; Right of Waiver All questions as to the validity (including the time of receipt at the DTC ATOP account), form, eligibility, and acceptance of any Target Bonds tendered for purchase pursuant to this Invitation will be determined by the Commission in its sole discretion and will be final, conclusive, and binding on the Bondholders.

The Commission reserves the right to waive any irregularities or defects in any tender in response to this Invitation. The Commission, the Dealer Manager and the Information Agent and Tender Agent are

203039233.5 8
not obligated to give notice to the Bondholders of any defects or irregularities in tenders of Target Bonds, and they will have no liability for failing to give such notice. i. Amendments and Withdrawals of Tenders Prior to Expiration Date A Bondholder may amend its offer to tender for purchase in respect of the amount being tendered by causing an amended offer to be received at the DTC ATOP account by not later than 5:00 p.m., New York City time, on the Expiration Date.

An offer to tender for purchase may be withdrawn by a Bondholder in response to this Invitation by causing a withdrawal notice to be received at the DTC ATOP account by not later than 5:00 p.m., New York City time, on the Expiration Date.

Any amendment or withdrawal must be submitted in substantially the same manner as an offer in response to this Invitation. All amendments or withdrawal notices must be made through the DTC ATOP account. The Commission will not accept any amendments or withdrawals that are not made through the DTC ATOP account. Bondholders who are not DTC participants can only amend or withdraw their offer to tender in response to this Invitation by making arrangements with and instructing their F inancial Representative to submit the Bondholder’s amended offer or the Bondholder’s notice of withdrawal through the DTC ATOP account.

Bondholders who have tendered for purchase their Target Bonds will not receive any information from the Commission, the Dealer Managers or the Information Agent and Tender Agent concerning offers by other Bondholders. Offering Bondholders will not be afforded an opportunity to amend their offers after 5:00 p.m. on the Expiration Date. An amended or withdrawn offer must specify the applicable CUSIP number, and with respect to amended offers, the principal amount previously offered and the new amount being offered. All questions as to the validity (including the time of receipt) of an amendment or withdrawal will be determined by the Commission in its sole discretion and will be final, conclusive and binding.

ALL TENDERS OF TARGET BONDS SHALL BE IRREVOCABLE AT 5:00 P.M. ON THE EXPIRATION DATE.
j. Determination of Offer Purchase Prices
On or about March 21, 2025, the Commission will publish the Pricing Notice in the form attached hereto as Appendix B, which will set forth (a) the Offer Purchase Price for each respective CUSIP of the Tax-Exempt Target Bonds (which may differ from the “Indicative Offer Purchase Prices” listed on page (iii) herein) and (b) the Fixed Spread for each respective CUSIP of the Taxable Target Bonds (which may differ from the “Indicative Fixed Spreads” listed on page s (i) and (ii) herein) as well as an illustration of the resulting Offer Purchase Prices for the Taxable Target Bonds based on market conditions as described therein. The illustrative Offer Purchase Prices shown in the Pricing Notice with respect to the Taxable Target Bonds will be subject to change and the actual Offer Purchase Prices for the Taxable Target Bonds will be determined on or about 10:00 AM New York City time on April 2, 2025.

The Pricing Notice will be made available through the Information Services.

Tax-Exempt Target Bonds. The Offer Purchase Prices will be set forth in the Pricing Notice for each respective maturity and corresponding CUSIP of Tax-Exempt Target Bonds tendered pursuant to this Invitation.

The Purchase Price to be received on the Settlement Date by a Bond holder whose Tax-Exempt Target Bonds were validly tendered and accepted for purchase, in whole or in part, by the Commission will

203039233.5 9
equal the par amount of such Bondholders’ purchased Tax-Exempt Target Bonds multiplied by the Offer Purchase Price of such Tax-Exempt Target Bonds divided by 100. In addition to the Purchase Price of the Tax-Exempt Target Bonds accepted for purchase by the Commission , Accrued Interest on such Tax- Exempt Target Bonds will be paid by the Commission on the Settlement Date.

Taxable Target Bonds. The applicable Fixed Spread, expressed as an interest rate percentage, will be added to the yield on the relevant Benchmark U.S. Treasury Security (the “Treasury Security Yield”) corresponding thereto to arrive at the Purchase Yield used to calculate the Offer Purchase Price for each maturity and corresponding CUSIP of the Taxable Target Bonds. The Treasury Security Yield will be based the bid -side yield of such Benchmark U.S. Treasury Security, as quoted on the Bloomberg Bond Trader FIT1 series of pages at approximately 10:00 a.m., New York City time, on April 2, 2025.

On April 2, 2025, the Notice of Taxable Target Bonds Offer Purchase Prices will be made available through the Information Services. See “PROVISIONS APPLICABLE TO THE INVITATION” above.

The Purchase Yields will be used to calculate the Offer Purchase Prices expressed as a dollar amount per $100 principal amount of the Taxable Target Bonds. The Offer Purchase Prices will be calculated using the market standard bond pricing formula as of the Settlement Date using the relevant Purchase Yield, the coupon of the relevant Taxable Target Bond and the maturity date for each Taxable Target Bond, except for the Taxable Target Bonds that are term bonds (the “ Taxable Target Term Bonds”), which will be priced to their respective average life date as described on the next page.

Summary of the Taxable Target Term Bond
Series and Sub-Series CUSIP1
Maturity Date
(November 1)
Average Life
Date
Outstanding
Principal
Amount
Maximum
Principal
Amount that
May be
Accepted for
Purchase
2019 Series ABC, 2019 Sub-Series A 79765R5A3 2039 [____] $153,555,000 $[xxx] 2019 Series ABC, 2019 Sub-Series A 79765R5B1 2043 [____] 183,475,000 2019 Series ABC, 2019 Sub-Series B 79765R5C9 2034 [____] 5,015,000 2019 Series ABC, 2019 Sub-Series B 79765R5D7 2041 [____] 11,435,000 2019 Series ABC, 2019 Sub-Series C 79765R5E5 2034 [____] 5,320,000 2019 Series ABC, 2019 Sub-Series C 79765R5F2 2041 [____] 12,455,000 2020 Series EFGH, 2020 Sub-Series E 79771FAA5 2041 [____] 150,115,000 2020 Series EFGH, 2020 Sub-Series F 79771FAS6 2041 [____] 17,860,000 2020 Series EFGH, 2020 Sub-Series F 79771FAT4 2047 [____] 24,685,000 2020 Series EFGH, 2020 Sub-Series G 79771FBK2 2043 [____] 10,705,000 2020 Series EFGH, 2020 Sub-Series H 79771FCA3 2041 [____] 17,860,000 2020 Series EFGH, 2020 Sub-Series H 79771FCB1 2047 [____] 24,685,000

k. Adjustment of Sinking Fund Provisions
The Taxable Target Term Bonds and the Tax- Exempt Target Bonds that are term bonds (collectively, the “Target Term Bonds”) are subject to mandatory sinking fund redemptions in specified principal amounts prior to their maturity dates. If less than all of any Target Term Bond is purchased by the Commission pursuant to the Invitation, under the Indenture, the specified principal amounts of the Target Term Bonds of such CUSIP that remain outstanding to be redeemed on each mandatory sinking fund

1 CUSIP is a registered trademark of American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed on behalf of the American Bankers Association by FactSet Research Systems Inc. The CUSIP number are being provided solely for the convenience of the owners of the Target Bonds and the Commission is not responsible for the selection or correctness of the CUSIP numbers printed herein and does not make any representation with respect to such numbers or undertake any responsibility for their accuracy.

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redemption date and paid upon their maturity date will be adjusted, with the remaining mandatory sinking fund redemption payment amounts to be reduced proportionally by the highest possible integral multiple (if any) of $5,000 principal amount, as adjusted if deemed necessary by the Commission to comply with applicable tax law. Such adjustment will be made in the sole determination of the Commission. l. Determination of Amounts to be Purchased
The Commission is not required to accept for purchase any Target Bond tendered for purchase .

Depending on the results of this Invitation and the satisfaction or waiver by the Commission of the Financing Conditions and other conditions described in this Invitation, t he Commission, in its sole discretion, will determine which Target Bonds of a CUSIP , if any, it will purchase . The Commission therefore has the right to accept for purchase none, some, or all of the tendered Target Bond s. The Commission may, but is not obligated to, accept for purchase such principal amount of Target Bonds tendered for purchase up to the applicable maximum principal amount per CUSIP that may be accepted for purchase identified on pages (i) and (ii) hereof.

On April 1, 2025 , unless such time or date is extended by the Commission (the “Preliminary Acceptance Date”), the Commission will determine the preliminary principal amount (if any) of the Target Bonds of a CUSIP that it intends to purchase pursuant to this Invitation, which may be zero. Notice of the preliminary principal amount of the Target Bonds (if any) for each CUSIP that the Commission initially intends to purchase (the “ Preliminary Acceptance Notice”) will be provided through the Information Services on the Preliminary Acceptance Date.

On April 3, 2025, unless such date is extended by the Commission (the “Final Acceptance Date”), the Commission will make a final determination of the principal amount (if any) of Target Bonds of each CUSIP (but not in excess of the “Maximum Principal Amount that may be Accepted for Purchase if Tendered” for such CUSIP as set forth on the inside cover pages hereof) that it intends to purchase pursuant to this Invitation, which may be zero, from among those Target Bonds of such CUSIP that were initially accepted for purchase pursuant to the Preliminary Acceptance Notice. The Commission shall be under no obligation to accept for purchase all or any portion of any Target Bond initially accepted. Notice of the principal amount of the Target Bonds (if any) for each CUSIP that the Commission intends to purchase (the “Final Acceptance Notice”) will be provided through the Information Services on the Final Acceptance Date.

If the Commission accepts for purchase less than all of the tendered Target Bonds for a CUSIP, the Commission will accept those tendered Target Bonds on a pro rata basis. The principal amount of each individual offer will be adjusted, pro rata, based upon a proration factor for each such CUSIP (each a “Proration Factor”). In such event, should the principal amount of any individual offer, when adjusted by the Proration Factor, result in an amount that is not a multiple of $5,000, the principal amount of such offer will be rounded down to the nearest multiple of $5,000. If as a result of such adjustment, the principal amount of a Bondholder’s unaccepted Target Bonds is less than the Minimum Authorized Denomination of $5,000, the Commission will reject such Bondholder’s offer in whole. The Commission will determine the Proration Factor that permits it to accept the amount of Target Bonds it has determined to purchase.

The purchase by the Commission of any Target Bonds is contingent, among other conditions set forth hereunder, upon the issuance and sale of the 2025 Refunding Bonds . The issuance of the 2025 Refunding Bonds is subject to market conditions and conditions to be satisfied on or prior to the Settlement Date.

Notwithstanding any other provision of this Invitation, the obligation of the Commission to accept for purchase and to pay for Target Bonds validly tendered (and not validly withdrawn) by Bondholders pursuant to this Invitation is subject to the satisfacti on or waiver of the conditions set

203039233.5 11
forth under Section 2(o), “Conditions to Purchase” below. The Commission reserves the right, subject to applicable law, to amend or waive any of the conditions to this Invitation, in whole or in part, any time prior to the Expiration Date or from time to time subject to the Financing Conditions and other conditions described in this Invitation. This Invitation may be withdrawn by the Commission at any time prior to the Expiration Date. See “– Extension, Cancellation and Amendment; Changes to Terms” and “– Conditions to Purchase” herein. m. Settlement Date; Purchase of Target Bonds
On the Settlement Date, the Commission will purchase and pay for all Target Bonds tendered and accepted for purchase, at the applicable Offer Purchase Prices, and will pay Accrued Interest, subject to satisfaction or waiver by the Commission of all conditions to the Commission’s obligation to purchase, and the tendering Bondholders will sell such Target Bonds to the Commission for such consideration.

The Commission may, in its sole discretion, change the Settlement Date by giving notice through the Information Services prior to the change.

If the conditions to the Commission’s obligation to purchase the Target Bonds tendered and accepted for purchase pursuant to this Invitation, as described herein, are satisfied the Commission will pay the Aggregate Purchase Price and Accrued Interest in immediately available funds on the Settlement Date by deposit of such amount with DTC. The Commission expects that, in accordance with DTC’s standard procedures, DTC will transmit amounts sufficient to purchase the tendered and accepted Target Bonds at their Offer Purchase Prices and pay Accrued Interest in immediately available funds to its participant financial institutions that hold such tendered Target Bonds for delivery to the Bondholders . None of the Commission, the Dealer Manager or the Information Agent and Tender Agent has any responsibility or liability for the distribution of such amounts by DTC or its participant financial institutions to Bondholders. n. Extension, Cancellation and Amendment; Changes to Terms The Commission has the right to extend this Invitation by notice given through the Information Services at any time but no later than the first Business Day following the previously scheduled Expiration Date, or any prior extension thereof. Notice of an extension of the Expiration Date will be effective when such notice is given.

The Commission also has the right to extend the Preliminary Acceptance Date, the Final Acceptance Date or Settlement Date by notice given through the Information Services at any time but no later than the first Business Day following the previously scheduled Preliminary Acceptance Date, Final Acceptance Date or Settlement Date, as applicable, or any prior extension thereof. Notice of an extension of the Preliminary Acceptance Date, Final Acceptance Date or Settlement Date will be effective when such notice is given.

The Commission also reserves the right to amend, waive the terms of or otherwise modify this Invitation at any time on or prior to the Expiration Date, by giving notice through the Information Services of such amendment, waiver or other modification. The amendment, waiver or modification will be effective at the time specified in such notice.

The Commission also has the right, at any time prior to the Final Acceptance Date, to cancel this Invitation by giving notice through the Information Services of such cancellation. The Commission also has the right, prior to the Settlement Date, to cancel this Invitation pursuant to the conditions set forth in Section 2(o), “Conditions to Purchase,” below by giving notice through the Information Services of such

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cancellation. The cancellation will be effective at the time specified in such notice. The Commission will have no obligation to purchase Target Bonds if cancellation of this Invitation occurs.

Notwithstanding any other provision of this Invitation, the Commission will also have no obligation to accept for purchase Target Bonds offered for tender.

If the Commission extends the Expiration Date, or amends, otherwise modifies or waives any of the terms or conditions of this Invitation in any respect, the Commission may (but is not required to) disseminate additional Invitation materials and extend this Invitation to the extent required to allow, in the Commission’s judgment, reasonable time for dissemination to Bondholders and for Bondholders to respond.

No extension or amendment or other modification or waiver of the terms or conditions of this Invitation will change the Commission’s right to decline to purchase Target Bonds without liability on the conditions stated herein or give rise to any liability of the Commission or the Information Agent and Tender Agent to any Bondholder or nominee.
o. Conditions to Purchase
The consummation of the purchase of the Target Bonds pursuant to this Invitation is conditioned upon the satisfaction of the Financing Conditions and other conditions described in this Invitation.

Furthermore, the Commission will not be required to purchase any Target Bonds, and will incur no liability as a result, if, before payment for Target Bonds on the Settlement Date:
a. The Commission does not, for any reason, have sufficient funds on the Settlement Date from the proceeds of the 2025 Refunding Bonds to pay the Aggregate Purchase Price plus Accrued Interest of tendered Target Bonds accepted for purchase pursuant to this Invitation and pay all fees and expenses associated with the 2025 Refunding Bonds and this Invitation;
b. Litigation or another proceeding is pending or threatened which the Commission believes may, directly or indirectly, have an adverse impact on this Invitation or the expected benefits of this Invitation to the Commission or the Bondholders; c. A war, other hostilities, or the escalation thereof, public health or other national emergency, banking moratorium, suspension of payments by banks, a general suspension of trading by the New York Stock Exchange or a limitation of prices on the New York Stock Exchange exists and the Commission believes this fact makes it inadvisable to proceed with the purchase of Target Bonds;
d. A material change in the business or affairs of the Commission has occurred which the Commission believes makes it inadvisable to proceed with the purchase of Target Bonds; e. A material change in the net benefits of the transaction contemplated by this Invitation and the Refunding Bond POS has occurred due to a material change in market conditions that the Commission reasonably believes makes it inadvisable to proceed with the purchase of Target Bonds;
f. There shall have occurred a material disruption in securities settlement, payment or clearance services.

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These conditions are for the sole benefit of the Commission . They may be asserted by the Commission prior to the time of payment for the Target Bonds on the Settlement Date. The conditions may be waived by the Commission in whole or in part at any time and from time to time in its sole discretion and may be exercised independently for each maturity date and CUSIP number of the Target Bonds. The failure by the Commission at any time to exercise any of these rights will not be deemed a waiver of any of these rights, and the waiver of these rights with respect to particular facts and other circumstances will not be deemed a waiver of these rights with respect to any other facts and circumstances. Each of these rights will be deemed an ongoing right of the Commission that may be asserted at any time and from time to time.

Any determination by the Commission concerning the events described in this Section 2(q) will be final and binding upon all parties. If, prior to the time of payment of any Target Bonds any of the events described happens, the Commission will have the absolute right to cancel its obligations to purchase Target Bonds without any liability to any Bondholders or any other person.

3. ADDITIONAL CONSIDERATIONS
None of the Commission, the Dealer Manager or the Information Agent and Tender Agent make s any recommendation that any Bondholder tender or refrain from tendering for purchase all or any portion of the Target Bonds. Each Bondholder must make its decision and should read this Invitation and consult with its financial advisor, accounting professional, tax professional, attorney, Financial Representative or other appropriate professional in making such decision.

In deciding whether to participate in this Invitation, each Bondholder should consider carefully, in addition to the other information contained in this Invitation, the following:
• Bondholders of Untendered Bonds will continue to hold such Untendered Bonds and such Untendered Bonds will remain outstanding. See “INTRODUCTION – Untendered Bonds” herein.
• The Commission intends, but is not obligated, to defease certain of the Target Bonds or portions thereof, which are identified in the tables on the inside cover pages, to their maturity dates or call dates (where applicable), that it does not purchase pursuant to this Invitation. There can be no assurance as to whether a particular Bondholder’s Target Bonds will be among the Target Bonds defeased.
• Even if the Commission does not purchase any tendered Target Bonds, the Commission shall have the right to defease or refund now or in the future (on an advance or current basis) some or all of the Untendered Bonds through the issuance of other taxable or tax-exempt obligations of the Commission or otherwise, or, in the future, to offer to purchase or exchange, some or all of the Untendered Bonds, upon such terms and at such prices as it may determine. Any future acquisition of Target Bonds may be on the same terms or on terms that are more or less favorable to Bondholders than the terms described in this Invitation and the Pricing Notice.

The decision to make future purchases or exchanges by the Commission and the terms of such future transactions will depend on various factors existing at that time. There can be n o assurance as to which of these alternatives, if any, the Commission will ultimately choose to pursue in the future.
• The purchase or redemption by the Commission of Target Bonds of any CUSIP number may have certain potential adverse effects on Bondholders of Target Bonds with such CUSIP not purchased pursuant to this Invitation, including, but not limited to, the principal amount of the Target Bonds of such CUSIP number available to trade publicly may be reduced, which could adversely affect the liquidity and market value of any Untendered Bonds of that CUSIP number that remain outstanding.

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4. SUMMARY OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES
The following is a general summary of the U.S. federal income tax consequences for Bondholders that respond to this Invitation and have their tender(s) accepted by the Commission. The discussion is based on the Internal Revenue Code of 1986, as amended (the “ Code”), the Treasury Regulations promulgated thereunder, and relevant rulings and decisions now in effect, all of which are subject to change or differing interpretations. No assurances can be given that future changes in U.S. federal income tax laws will not alter the conclusions reached herein. The discussion below does not purport to deal with U.S. federal income tax consequences applicable to all categories of investors. Further, this summary does not discuss all aspects of U.S. federal income taxation that may be relevant to a particular investor in the Target Bonds in light of the investor’s particular circumstances or to certain types of investors subject to special treatment under U.S. federal income tax laws (including individuals who are neither citizens nor residents of the United States; foreign corporations, trusts and estates, in each case, as defined for U.S. federal income tax purposes; insurance companies; tax -exempt organizations; financial institutions; brokers -dealers; partnerships and other entities classified as partnerships for U.S. federal income tax purposes; and persons who have hedged the risk of owning the Target Bonds). Bondholders should note that no rulings have been or will be sought from the Internal Revenue Service (the “IRS ”), and no assurance can be given that the IRS will not take contrary positions with respect to any of the U.S. federal income tax consequences discussed below. This U.S. federal income tax discussion is included for general information only and should not be construed as a tax opinion nor tax advice by the Commission or any of its advisors or agents to the Bondholders, and Bondholders, therefore, should not rely upon such discussion.

The discussion does not deal with special classes of beneficial owners of the Target Bonds, including but not limited to dealers or traders in securities, investors that elect mark-to-market accounting, banks, financial institutions, insurance companies, retirement plans or other tax-deferred or tax-advantaged accounts, tax-exempt organizations, partnerships or other pass-through entities (or entities treated as such for U.S. federal income tax purposes), U.S. expatriates, persons holding their Target Bonds as a part of a hedging, integration, conversion or constructive sale transaction or a straddle, Bondholders that are “United States persons,” as defined in section 7701(a)(30) of the Code (“ U.S. Holders”) and are subject to the alternative minimum tax, U.S. Holders that have a functional currency other than the U.S. Dollar, and persons who are not U.S. Holders (all of such Holders should consult their tax advisors).

If a partnership or other flow-through entity holds the Target Bonds, the tax treatment of a partner in the partnership or beneficial owner of the flow -through entity generally will depend upon the status of the partner or beneficial owner and the activities of the partnership or flow-through entity. A partner of a partnership or a beneficial owner of a flow -through entity holding Target Bonds should consult its tax advisor regarding the U.S. federal income tax consequences of this Invitation.

Non-tendering Bondholders will not be subject to any U.S. federal income tax consequences in connection with this Invitation.

BONDHOLDERS SHOULD CONSULT THEIR TAX ADVISORS IN DETERMINING THE U.S. FEDERAL, STATE, LOCAL, FOREIGN AND ANY OTHER TAX CONSEQUENCES TO THEM FROM THE DISPOSITION OF THEIR TARGET BONDS PURSUANT TO THIS INVITATION.

The Commission’s purchase of a Target Bond for cash in accordance with this Invitation will be a taxable event for U.S. federal income tax purposes. A Bondholder who sells Target Bonds pursuant to this Invitation generally will recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference between the (i) the amount of money received by the Bondholder, exclusive of any amount paid for accrued interest , and (ii) the Bondholder’s adjusted U.S. federal income tax basis in the Target Bonds.

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Any gain or loss arising in connection with a taxable sale or exchange pursuant to this Invitation may be capital gain or loss (either long-term or short-term, depending on the Bondholder’s holding period for the Target Bonds) or may be ordinary income or loss, depending on the particular circumstances of the Bondholder. Non-corporate holders may be eligible for reduced rates of U.S. federal income tax on long- term capital gains. The deductibility of capital losses is subject to various limitations.

Under section 3406 of the Code, a tendering Bondholder who is a “United States person,” as defined in section 7701(a)(30) of Code, may, under certain circumstances, be subject to U.S. federal backup withholding. Backup withholding applies if such tendering Bondholder: (i) fails to furnish such Bondholder’s Social Security number or other taxpayer identification number (“ TIN”); (ii) furnishes an incorrect TIN; (iii) fails to report property interest, dividends or other “reportable payments” as defined in the Code; or (iv) under certain circumstances, fails to provide a certified statement, signed under penalty of perjury, that the TIN provided is correct and that such Bondholder is not subject to backup withholding.

Bondholders should consult their tax advisors regarding whether backup withholding applies to them and, if backup withholding applies, regarding qualification for an exemption from backup withholding and the procedures for obtaining such exemption. Backup withholding is not an additional tax. A ny amounts deducted and withheld should generally be allowed as a credit against the Bondholder’s U.S. federal income tax liability.

5. DEALER MANAGER
The Commission has retained Jefferies LLC (“Jefferies LLC ”) to act on its behalf as Dealer Manager for this Invitation. The Commission has agreed to pay to the Dealer Manager a customary fee for its services and to reimburse the Dealer Manager for its reasonable expenses relating to this Invitation .

References in this Invitation to the Dealer Manager are to Jefferies LLC only in its capacity as the Dealer Manager. The compensation of the Dealer Manager is based upon the amount of Target Bonds accepted for purchase by the Commission.

The Dealer Manager may contact Bondholders regarding this Invitation and may request brokers, dealers, custodian banks, depositories, trust companies and other nominees to forward this Invitation to beneficial owners of the Target Bonds.

The Dealer Manager and its 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. The Dealer Manager and its affiliates may have, from time to time, performed and may in the future perform, various investment banking services for the Commission for which they received or will receive customary fees and expenses. In the ordinary course of their various business activities, the Dealer Manager and its 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 long and short positions in such securities and instruments . Such investment securities activities may involve securities and instruments of the Commission, including the Target Bonds. Affiliates of the Dealer Manager may have holdings of Target Bonds that they are unable to disclose for legal or regulatory reasons.

In addition to its role as Dealer Manager for the Target Bond s, Jefferies LLC is also serving as book-running lead Underwriter for the 2025 Refunding Bonds.

The Dealer Manager is not acting as a financial or municipal advisor to the Commission in connection with this Invitation.

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6. INFORMATION AGENT AND TENDER AGENT
The Commission has retained Globic Advisors to serve as Information Agent and Tender Agent for this Invitation. The Commission has agreed to pay the Information Agent and Tender Agent customary fees for its services and to reimburse the Information Agent and Tender Agent for its reasonable expenses relating to this Invitation.

7. MISCELLANEOUS

THIS INVITATION IS NOT BEING EXTENDED TO, AND TARGET BONDS

TENDERED IN RESPONSE TO THIS INVITATION WILL NOT BE ACCEPTED FROM OR ON

BEHALF OF, BONDHOLDERS IN ANY JURISDICTION IN WHICH THIS INVITATION OR

SUCH OFFER OR ACCEPTANCE THEREOF WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION.

No one has been authorized by the Commission, the Dealer Manager or the Information Agent and Tender Agent to recommend to any Bondholders whether to tender Target Bonds in response to this Invitation or the amount of Target Bonds to tender, and none of the Commission, the Dealer Manager or the Information Agent and Tender Agent makes any recommendation that any Bondholder tender (or refrain from tendering) all or any portion of such Holder’s Target Bonds. No one has been authorized by the Commission, the Dealer Manager or the Information Agent and Tender Agent to give any information or to make any representation in connection with this Invitation other than those contained in this Invitation.

Any recommendation, information, and representations given or made cannot be relied upon as having been authorized by the Commission, the Dealer Manager or the Information Agent and Tender Agent.

Bondholders must make these decisions and should read this Invitation and consult with their financial advisor, accounting professional, tax professional, attorney, Financial Representative or other appropriate professional in so doing.

The Information Agent and Tender Agent for this Invitation is:

Globic Advisors
Attn: Robert Stevens
485 Madison Ave, 7
th Floor
New York, New York 10022
Phone: (212) 227-9622
Email: [email protected]

The Dealer Manager for this Invitation is:

Jefferies LLC
Attn: Municipal Syndicate Desk
520 Madison Avenue
New York, New York 10022
Tel: (800) 567-8567
Email: [email protected]

Dated: March 12, 2025

203039233.5 A-1

APPENDIX A
2025 PRELIMINARY OFFICIAL STATEMENT
[Attached]

203039233.5
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APPENDIX B

FORM OF PRICING NOTICE

RELATING TO THE
INVITATION TO TENDER BONDS FOR PURCHASE DATED MARCH 12, 2025 made by

PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO to the Bondholders described herein of all or any portion of certain maturities of its

TAXABLE TARGET BONDS

SAN FRANCISCO WATER REVENUE BONDS,
2019 Series ABC, 2019 Sub-Series A Bonds
(Refunding – Federally Taxable) (WSIP)
(Green Bonds)

2020 Series EFGH, 2020 Sub-Series F Bonds
(Refunding – Federally Taxable) (Non-WSIP)
2020 Series EFGH, 2020 Sub-Series G Bonds
(Refunding – Federally Taxable) (Local Water)

2020 Series EFGH, 2020 Sub-Series H Bonds
(Refunding – Federally Taxable) (Hetch Hetchy Water)

TAX-EXEMPT TARGET BONDS

The purpose of this Pricing Notice, dated April 1, 2025 (the “Pricing Notice”) is to set forth the Offer Purchase Prices for the Tax- Exempt Target Bonds and the Fixed Spreads for the Taxable Target Bonds subject to the Invitation . All other terms relating to the Invitation (hereinafter defined) remain unchanged.

Pursuant to the Invitation to Tender Bonds for Purchase dated March 12 , 2025 (as it may be amended or supplemented, the “Invitation”), the Public Utilities Commission of the City and County of San Francisco (the “Commission”), invited offers to tender Target Bonds for cash at the applicable Offer Purchase Prices (i) as set forth in this Pricing Notice for the Tax-Exempt Target Bonds and (ii) based on a Fixed Spread to be added to the yield on the relevant Benchmark U.S. Treasury Security for the Taxable Target Bonds set forth in this Pricing Notice, plus , in each case, Accrued Interest on the Target Bonds tendered for purchase to but not including the Settlement Date . All terms used herein and not otherwise defined are used as defined in the Invitation.

As set forth in the Invitation, the Commission retains the right to extend the Invitation, or amend the terms of the Invitation (including a waiver of any term) in any material respect, provided, that the Commission shall provide notice of any such extension or amendment no less than five (5) business days prior to the Expiration Date, as it may be extended. In such event, any offers submitted with respect to the affected Target Bonds prior to such change will remain in full force and effect and any Bondholder of such

203039233.5
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affected Target Bonds as applicable, wishing to revoke their offer to tender such Target Bonds for purchase must affirmatively withdraw such offer prior to the Expiration Date, as extended.

The Invitation, including the Preliminary Official Statement relating to the Commission’s San Francisco Water Revenue Bonds, 2025 Series ABC , 2025 Sub- Series A (Refunding) (WSIP) (Green Bonds), 2025 Sub- Series B (Refunding) (Regional Water and Local Water) and 2025 Sub- Series C (Refunding) (Hetch Hetchy Water) (collectively, the “2025 Refunding Bonds ”) is available: (i) at the Municipal Securities Rulemaking Board through its Electronic Municipal Market Access website, currently located at http://emma.msrb.org, using the CUSIP numbers for the Target Bonds, and (ii) on the website of the Information Agent and Tender Agent at https://www.globic.com/sfpuc.

Any questions are to be directed to the Information Agent and Tender Agent at (212) 227-9622.

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TENDER OFFER – FIXED SPREADS (TAXABLE TARGET BONDS)
Pursuant to the Invitation, the Fixed Spreads for the Taxable Target Bonds are listed below. The Offer Purchase Price excludes Accrued Interest on the Taxable Target Bonds tendered for purchase, which interest will be paid to but not including the Settlement Date in addition to the Offer Purchase Price. [There has been no change in the Indicative Fixed Spreads listed in pages (i) and (ii) of the Invitation / the Indicative Fixed Spreads listed on pages (i) and (ii) of the Invitation have been revised.] Series and Subseries CUSIP No.1
Maturity
Date
(November 1)
Average
Life Date2
Outstanding
Principal
Amount
Interest
Rate
Maximum Principal Amount
that may be Accepted for
Purchase if Tendered
Benchmark
U.S. Treasury
Security3 Fixed Spread

The yields on the Benchmark U.S. Treasury Securities will be determined at approximately 10:00 AM on Wednesday, April 2, 2025, and the Notice of Taxable Target Bonds Offer Purchase Prices will be made available on that date in accordance with the Invitation.

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ILLUSTRATIVE OFFER PURCHASE PRICE CALCULATIONS:

TREASURY SECURITY YIELDS AS OF [_________], 2025 (TAXABLE TARGET BONDS) The tables below provide an example of the Offer Purchase Price for the Taxable Target Bonds realized by a Bondholder that submits an offer based on the following yields for the Benchmark U.S. Treasury Securities as of [_________], 202 5 and the Fixed Spreads. This example is being provided for convenience only and is not to be relied upon by a Bondholder as an indication of the Purchase Yield or Offer Purchase Price for any Taxable Target Bonds that may be paid by the Commission. Based on these Treasury Security Yields, the following Offer Purchase Prices for the Taxable Target Bonds would be derived:

Series and
Subseries
CUSIP
No.1
Maturity
Date
(November
1)
Average
Life Date2
Original
Principal
Amount
Interest
Rate
Maximum
Principal
Amount
that may
be
Accepted
for
Purchase
if
Tendered
Benchmark
U.S.

Treasury
Security3
Fixed
Spread
Illustrative
Treasury
Security
Yield
Illustrative
Purchase
Yield*
Illustrative
Purchase
Price*

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ILLUSTRATIVE OFFER PURCHASE PRICE CALCULATIONS: INTEREST RATE SENSITIVITY (TAXABLE TARGET BONDS) As a measure of the sensitivity of the Offer Purchase Price for the Taxable Target Bonds to changes in the yield on the Benchmark U.S.

Treasury Security, the following table shows the impact on the Offer Purchase Price of a 0.10% (10 basis point) movement in the yield on the Benchmark U.S. Treasury Security.

Illustrative Purchase
Yield Based on
Treasury Security
Yields as of [ ], 2025*
Illustrative Offer Purchase Prices*
Series and
Subseries CUSIP No. 1
Maturity
Date
Assuming a 0.10%
Increase in Treasury
Security Yields
Current
Treasury
Security Yield
Assuming a 0.10%
Decrease in Treasury
Security Yields

1 CUSIP is a registered trademark of the American Bankers Association. CUSIP information herein is provided by CUSIP Global Services, managed on behalf of the American Bankers Association by FactSet Research Systems Inc. This information is not intended to create a database and does not serve in any way as a substitute for th e CUSIP Services. CUSIP numbers are provided for convenience of reference only. None of the Commission, the Dealer Manager, the Information Agent and Tender Agent nor their respective agents or counsel assumes responsibility for the accuracy of such numbers. *Preliminary, subject to change.

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TENDER OFFER – OFFER PURCHASE PRICES (TAX-EXEMPT TARGET BONDS) Pursuant to the Invitation, the Offer Purchase Prices for the Tax-Exempt Target Bonds are listed in the table below. [There has been no change in the Indicative Offer Purchase Prices listed on pages (i) and (ii) of the Invitation / the Indicative Offer Purchase Prices listed on page (i) and (ii) of the Invitation have been revised]. [INSERT TABLES]

CleanPowerSF Sfpuc CommissionMarch 11, 2025

CleanPowerSF Sfpuc Commission
March 11, 2025