Approve the forms of (i) Original Reimbursement Agreement and Third Amendment to — CleanPowerSF Sfpuc Commission, January 13, 2026 (part 2 of 3)

as Issuing and Paying Agent
B y :
[Title of Authorized Officer]

Annex D-1

ANNEX D
TO
BANK OF AMERICA, N.A.

LETTER OF CREDIT NO. [_________]

CERTIFICATE REGARDING ALTERNATE FACILITY
Bank of America, N.A.
800 5th Avenue, WA1-501-35-11
Seattle, Washington 98104
Attention: Standby Letter of Credit Department
Ladies and Gentlemen:

The undersigned individual, a duly au thorized officer of ________ (the “ Beneficiary”), hereby certifies on behalf of the Beneficiary as follows with respect to (i) that certain Irrevocable Transferable Letter of Credit No. [_________] dated January 22, 2026 (as amended, the “Letter of Credit”), issued by Bank of America, N.A. (the “ Bank”) in favor of the Be neficiary; (ii) those certain Series A-3 Notes (as defined in the Letter of Credit); and (iii) that certain Issuing and Paying Agent Agreement (as defined in the Letter of Credit):

1. The Beneficiary is the Issuing and Paying Agent (as defined in the Letter of Credit) under the Issuing and Paying Agent Agreement.

2. The conditions precedent to the acceptance of an Alternate Facility set forth in the Issuing and Paying Agent Agreement have been sa tisfied and all Drawings , if any, made in connection therewith have been honored by the Bank.

3. An Alternate Facility in full and comple te substitution for the Letter of Credit has been accepted by the Issuing and Paying Agent and is or will be in effect as of ________, 20__ (the “Substitution Date”).

4. There will be no further Drawings re quested from the Bank under the Letter of Credit after the Substitution Date.

5. Upon receipt by the Bank of this Certifi cate, the Letter of Cr edit shall terminate with respect to all outstanding Series A-3 Notes, and the Letter of Cred it (and any amendments thereto) is returned to you herewith for cancellation.

6. No payment is demanded of you in connection with this Certificate.

Annex D-2

IN WITNESS WHEREOF, this Certificat e has been executed this ________ day of ________, 20__.

as Issuing and Paying Agent
B y :
[Title of Authorized Officer]

Annex E-1

ANNEX E
TO
BANK OF AMERICA, N.A.

LETTER OF CREDIT NO. [________]

TRANSFER CERTIFICATE
[Date]
Bank of America, N.A.
800 5th Avenue, WA1-501-35-11
Seattle, Washington 98104
Attention: Standby Letter of Credit Department
Re: Irrevocable Transferable Letter of Credit No. [_________] dated January 22, 2026 We, the undersigned “ Transferor”, hereby irrevocably transfer all of our rights to draw under the above referenced Letter of Credit (as amended, the “Letter of Credit”) in its entirety to:

NAME OF TRANSFEREE

(Print Name and complete address of the Transferee) “Transferee”

ADDRESS OF TRANSFEREE

CITY/STATE/COUNTRY ZIP
(the “Transferee”) all rights of the Transferor with respect to the above-referenced Letter of Credit, including the right to draw under said Letter of Credit in the amount of the full unutilized balance thereof. Said Transferee has succeeded the Transferor as Issuing and Paying Agent under that certain Amended and Restated Issuing and Paying Agent Agreement, dated as of January 1, 2026 (as amended, supplemented, restated or othe rwise modified from time to time, the “ Issuing and Paying Agent Agreement”), between the Public Utilities Commission of th e City and County of San Francisco (the “ Commission”) and U.S. Bank Trust Company, National Association as the initial Issuing and Paying Agent with respect to the Commission’s Commercial Paper Notes (Wastewater Series, Proposition E) Series A-3 Notes.

By virtue of this transfer, the Transferee shal l have the sole rights as beneficiary of said Letter of Credit, including sole rights relating to any past or future amendments thereof, whether increases or extensions or otherwise. All amendments are to be advised directly to the Transferee without necessity of any consent of or notice to the Transferor.

By its signature below, the Transferee acknowledges that it has duly succeeded the Transferor as Issuing and Paying Agent under the Issuing and Paying Agent Agreement, and agrees

Annex E-2

to be bound by the terms of the Issuing and Paying Agent Agreement as if it were the original Issuing and Paying Agent thereunder.

The Letter of Credit is returned herewith, and we ask you to endorse the transfer on the reverse thereof and to forward it directly to the Transferee with your customary notice of transfer.

Very truly yours,
[Insert Name of Issuing and Paying Agent], as
Issuing and Paying Agent
B y :
[Insert name and title of authorized officer]

SIGNATURE OF THE ABOVE OFFICER, DULY
AUTHORIZED TO ACT ON BEHALF OF [insert
name of Issuing and Paying Agent],
AUTHENTICATED BY:

B y :

N a m e :

Title:

Acknowledged by
[insert name of Transferee]
as Transferee and successor Issuing and Paying Agent
B y :

Name:

Title:

SIGNATURE OF THE ABOVE OFFICER

DULY AUTHORIZED TO ACT ON BEHALF
OF [insert name of Transferee], AUTHENTICATED BY:

B y :

Name:

Title:

Annex F-1

ANNEX F
TO
BANK OF AMERICA, N.A.

LETTER OF CREDIT NO. [________]

NOTICE OF EXTENSION
________, 20__
[ISSUING AND PAYING AGENT]

Attention:

Ladies and Gentlemen:

Reference is hereby made to that certain Irrevocable Tran sferable Letter of Credit No. [_________] dated January 22, 2026 (as amended, the “ Letter of Credit”), established by us in your favor as Beneficiary. We hereby notify you that, in accordance with the terms of the Letter of Credit, the Stated Expiration Date (as defined in the Letter of Credit) has been extended to ________.

This letter shall be attached to the Letter of Credit and made a part thereof.

BANK OF AMERICA, N.A.

B y :

N a m e :

Title:

Annex G-1

ANNEX G
TO
BANK OF AMERICA, N.A.

LETTER OF CREDIT NO. [_________]

CERTIFICATE REGARDING NO OUTSTANDING NOTES
Bank of America, N.A.
800 5th Avenue, WA1-501-35-11
Seattle, Washington 98104
Attention: Standby Letter of Credit Department
Ladies and Gentlemen:

The undersigned, a duly authorized officer of ________ [insert name of Issuing and Paying Agent] (the “Beneficiary”), hereby notifies Bank of America, N.A. (the “Bank”), with reference to that certain Irrevocable Transferable Letter of Credit No. [_________] dated January 22, 2026 (as amended, the “Letter of Credit”; terms defined therein and not otherwise defined herein shall have the meanings set forth in the Letter of Credit) issued by the Bank in favo r of the Beneficiary as follows:

1. The Beneficiary is the Issuing and Paying Agent under the Issuing and Paying Agent Agreement for the holders of the Series A-3 Notes.

2. No Series A-3 Notes (other than Series A- 3 Notes with respect to which an Alternate Facility is in effect) remain outstanding under the Issuing and Paying Agent Agreement, nor does the Commission intend to issue any additional Se ries A-3 Notes under the Issuing and Paying Agent Agreement.

3. There will be no further Drawings re quested from the Bank under the Letter of Credit, and the Beneficiary hereby elects to terminate the Letter of Credit, and returns such Letter of Credit (along with any amendments thereto) to you herewith for cancellation.

4. No payment is demanded of you in connection with this Certificate.

Annex G-2

IN WITNESS WHEREOF, the Issuing and Paying Agent has executed and delivered this Certificate as of this ______ day of ________, 20__.
[INSERT NAME OF ISSUING AND PAYING
AGENT], as Issuing and Paying Agent
B y
Name:

Title:

Annex H-1

ANNEX H
TO
BANK OF AMERICA, N.A.

LETTER OF CREDIT NO. [_________]

NOTICE OF REDUCTION
Bank of America, N.A.
800 5th Avenue, WA1-501-35-11
Seattle, Washington 98104
Attention: Standby Letter of Credit Department
Ladies and Gentlemen:

1. The Beneficiary is the Issuing and Pa ying Agent under the Amended and Restated Issuing and Paying Agent Agreement for the holders of the Series A-3 Notes.

2. The Stated Amount of the Letter of Cr edit will be decreased by the amount of $________ ($________ applicable to principal and $________ applicable to interest), effective on ________ (the “Decrease Date”).

3. The new Stated Amount of the Le tter of Credit is $________, of which $________ is applicable to principal and $________ is applicable to interest, which amounts are not less than the outstanding principal amount of Series A-3 Notes on the Decrease Date and interest thereon at the Cap Interest Rate for a period of two hundred seventy (270) days, calculated on the basis of a year of 360 days on the Decrease Date.

4. You are required to attach this Notice of Reduction to the Letter of Credit and to treat this Notice of Reduction as an amendment to the Letter of Credit.

Annex H-2

Title:

Annex I-1

ANNEX I
TO
BANK OF AMERICA, N.A.

LETTER OF CREDIT NO. [_________]

FINAL DRAWING NOTICE
[DATE]
[ISSUING AND PAYING AGENT]

Attention:

Ladies and Gentlemen:

Reference is hereby made to th at certain Irrevocable Transfer able Letter of Credit No. [_________] dated January 22, 2026 (as amended, the “ Letter of Credit;”; terms defined therein and not otherwise defined herein shall have th e meanings set forth in the Letter of Credit), established by us in your favor as Issuing and Paying Agent.

Please be advised that:

1. An Event of Default under and as define d in the Reimbursement Agreement, dated as of January 22, 2026, between the undersigned and the Public Utilities Commission of the City and County of San Francisco, pursuant to which the Letter of Credit was issued, has occurred and is continuing.

2. The undersigned instructs th e Issuing and Paying Agent, effective upon receipt of this Final Drawing Notice, to cease issuing Series A-3 Notes.

3. The undersigned hereby notifies you as Issu ing and Paying Agent that (i) effective upon receipt of this Final Drawing Notice, the St ated Amount available to be drawn under the Letter of Credit will not be reinstated in accordan ce with the Letter of Credit, (ii) the Issuing and Paying Agent is instructed to make the final Drawing under the Letter of Credit to provide for the payment of Series A-3 Notes issued in accordance with the Issuing and Paying Agent Agreement which are outstanding and are maturing or are hereaf ter to mature, and (iii) the Termination Date of the Letter of Credit will occur and the Letter of Credit will terminate on the earlier of (a) date which is the fifteenth (15th) calendar day after the date of receipt by the Issuing and Paying Agent of this Final Drawing Notice and (b) the date on which the Drawing resulting from the delivery of this Final Drawing Notice is honored by the undersigned.

Annex I-2

BANK OF AMERICA, N.A.

B y :

N a m e :

Title:

Annex J-1

ANNEX J
TO
BANK OF AMERICA, N.A.

LETTER OF CREDIT NO. [_________]

NO-ISSUANCE NOTICE
[DATE]
[ISSUING AND PAYING AGENT]

Attention:

Ladies and Gentlemen:

Reference is hereby made to th at certain Irrevocable Transfer able Letter of Credit No. [_________] dated January 22, 2026 (as amended, the “ Letter of Credit; “; terms defined therein and not otherwise defined herein shall have th e meanings set forth in the Letter of Credit), established by us in your favor as Issuing and Paying Agent.

Please be advised that:

1. A Default or an Event of Default unde r and as defined in the Reimbursement Agreement, dated as of January 22, 2026, between the undersigned and the Public Utilities Commission of the City and County of San Francisco, pursuant to which the Letter of Credit was issued, has occurred and is continuing.

2. Subject to the following sentence, you sha ll cease authenticating and issuing Series A-3 Notes, as provided in the Issuing and Payi ng Agent Agreement, unless and until we rescind this No-Issuance Notice. If you receive this No-Issuance Notice after 2:00 p.m., New York City time, on a Business Day, you shall cease authenticating Series A-3 Notes on the next Business Day.

3. This No-Issuance Notice will not affect our obligation to honor demands for payment under the Letter of Credit with respect to Series A-3 Notes authenticated and issued prior to your receipt of this No-Issuance Notice (or, as provided in paragraph 2 above, on the same Business Day that you receive this No-Issuance Notice), and you will continue to have the right to draw under the Letter of Credit to pay the principal of and accrued interest on maturing Series A- 3 Notes authenticated and issued prior to your receipt of this No-Issuance Notice (or, as provided in paragraph 2 above, authenticated and issued on the same Business Day that you receive this No- Issuance Notice.

Annex J-2

BANK OF AMERICA, N.A.

B y :

Name:

Title:

Annex K-1

ANNEX K
TO
BANK OF AMERICA, N.A.

LETTER OF CREDIT NO.
[_______]

NOTICE OF REIMBURSEMENT
[DATE]
[ISSUING AND PAYING AGENT]

Attention:

Ladies and Gentlemen:

Please be advised that:

1. The Bank has been reimbursed by or on beha lf of the Commission for an amount drawn and honored by the Bank under the Letter of Credit and that the Stated Amount of the Letter of Credit will be increased by the amount of $________, of which $________ is applicable to principal and $________ is applicable to interest, effective as of ________ (the “Increase Date”).

2. The new Stated Amount of the Le tter of Credit is $________, of which $________ is applicable to principal and $________ is applicable to interest. You are authorized and directed to attach this Notice of Reimbursement to the Letter of Credit and to treat this Notice of Reimbursement as an amendment to the Letter of Credit.

BANK OF AMERICA, N.A.

B y :

N a m e :

Title:
4907-9646-0404.6

NP DRAFT 11/22

FEE AGREEMENT
January [__], 2026
Public Utilities Commission of the City
and County of San Francisco
525 Golden Gate Avenue
San Francisco, CA 94102
Ladies and Gentlemen:

Reference is hereby made to that certain Reimbursement Agreement dated as of January [__], 2026 (as further amended, supplemented, restated or otherwise modified from time to time, the “Agreement”), betw een the Public Utili ties Commission of the City and County of San Francisco (the “Commission”) and Bank of Am erica, N.A. (the “Bank”), relating to the Commission’s Commercial Paper Notes (Waste water Series, Proposition E) Series A-3 (comprised of the Tax-Exempt Subseries A-3 and Taxable S ubseries A-3-T ) (together, the “Notes”). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Agreement.

The purpose of this Fee Agreement (this “Fee Agreement”) is to confirm the agreement between the Bank and the Commission with respect to the Commitment Fees (as defined below) and certain other fees payable by the Commission to the Bank. This Fee Agreement is the Fee Agreement referenced in the Agreement, and the terms hereof are incorporated by reference into the Agreement.

In order to induce the Bank to enter into the Agreement and to issue the irrevocable Letter of Credit to provide liquidity for the Notes, the Commission agrees to make the following payments to the Bank at the following times:
(1) A commitment fee (the “Commitment Fee”) which shall be determined on a daily basis by multiplying (a) the Stated Amount at 5:00 p.m., Eastern time, on each day, by (b) the applicable Commitment Fee Rate (as defined below) in effect for such day, expressed as a decimal, and by (c) a fraction equal to 1/360. As used herein, “Commitment Fee Rate” means, initially, 33%, provided that in the event that any Rating (as defined below) is downgraded below “Aa3” by Moody’s or “AA-” by S&P to a level included in the grid below, the Commitment Fee Rate shall be equal to the per annum percentage set fo rth in the grid below, expressed as a decimal, opposite the level that contains th e lowest Rating (it being unders tood that Level 1 contains the highest Ratings and Level 6 contains the lowest Ratings):
4907-9646-0404.6

- 2 -

LEVEL
S&P
RATING
MOODY’S
RATING

COMMITMENT

FEE RATE
Level 1: AA- or above Aa3 or above 0.33%
Level 2: A+ A1 0.53%
Level 3: A A2 0.73%
Level 4: A- A3 0.93%
Level 5: BBB+ Baa1 1.13%
Level 6:

BBB and
Below
Baa2 and
Below

2.63%
As used herein, the “Rating” means, with respect to a Rating Agency, the lowest long-term, unenhanced rating assigned by such Rating Agency to any Bonds. Notwithstanding the foregoing, (a) in the event that the Rating is withdrawn, suspended or otherwise unavailable from any Rating Agency for credit related reasons and/or (b) upon the occurrence and during the continuance of an Event of Default (which shall in clude when a Rating set forth in Level 6 in the table above is triggered), the Commitment Fee Rate shall be increased in both cases by 1.50% per annum from the Commitment Fee Rate in effect immediately prior thereto. Any change in the Commitment Fee Rate resulting from a change in the Rating shall be and become effective as of and on the date of the announcement of the change in the Rating. Reference to the Rating above is a reference to the rating category of the Rating Agencies as presen tly determined by the respective Rating Agency and in the event of adoption of any new or changed rating system by a Rating Agency, the Ratings from such Rating Agency shall be deemed to refer to the rating category under the new rating system which most closely approximates the applicable rating category as currently in effect.

In connection with the Commitment Fees payable pursuant to this clause 1 for any fee period, the Bank hereby agrees to use its best ef forts to deliver an invoice to the Commission for such Commitment Fees at least thirty (30) days in advance of the payment due date; provided, however, that the failure to provide any such i nvoice shall not limit or otherwise affect the obligation of the Commission to pay such Commitment Fees when due.

The Commitment Fee shall be payable in immediately available funds semiannually in arrears commencing on th e first Business Day of July, 2026, a nd thereafter on th e first Business Day of each July and January to the Commitment Terminati on Date, and on the Commitment Termination Date, in all cases, covering the pe riod from the date of the immediately preceding payment to such Business Day. The Bank’s determination of the Commitment Fee pursuant hereto shall be conclusive absent manifest error.
(2) A fee of $250 plus the Bank’s customary wi re transfer fee in respect of each drawing made under the Letter of Credit and honored by the Bank, which fee, and wire transfer fee shall be earned on the date such drawing is honored by the Bank and, unless paid to the Bank at the time each Drawing is reimbursed, shall be paid in arrears on the first Business Day of January that occurs after the date such drawing is honored by the Bank. (3) A transfer fee equal to $3,000 upon each tr ansfer of the Letter of Credit in accordance with its terms. A transfer shall be deemed to have occurred whenever the Issuing and 4907-9646-0404.6

- 3 -

Paying Agent is replaced, subst ituted or changed as a result of sale, assignment, merger, consolidation, reorganization or an act of law. A transfer shall not be deemed to have occurred solely as a result of a change in the legal name of the Issuing and Paying Agent. (4) At the time any amendment, modification, waiver, supplement or restatement of or consent sought in respect of, the Agreement, the Basic Docu ments and any other documents delivered under the Agreement is sought by any person other than the Bank, a fee of $3,000 plus attorneys’ fees and expenses, which fee shall be earned and payable wh ether or not any such amendment, modification, waiver, supplement or restatement is executed or consent granted. Fees for complex amendments, modifications, waivers, supplements, restatements or consents shall be negotiated on a case-by-case basis.
(5) The Commission shall pay fees of Bank Counsel to the Bank, Nixon Peabody LLP, a fee of $25,000 in connection with the negotiation and documentation of the Letter of Credit and the Reimbursement Agreement pu rsuant to an invoice provi ded by Bank Counsel to the Commission and shall be paid no later than thirty (30) days after the submission thereof.

All amounts paid pursuant to this Fee Agreem ent shall be non-refund able and payable in immediately available funds. Computations of the Commitment Fee shall be made on the basis of a 360-day year and actual days elapsed. All amounts paid pursuant to this Fee Agreement shall be paid in the manner and to the account set forth in the Agreement.

This Fee Agreement may not be amended or waived except by an instrument in writing signed by the Bank and the Commission.

The provisions of Section 7.14 of the Agreement shall be incorporated by this reference into this Fee Agreement as if such provisions were set forth in their entirety except that references to “this Agreement” shall mean this Fee Agreement and references to “hereunder” or “hereof’ shall mean under this Fee Agreement or of this Fee Agreement.

This Fee Agreement may be executed in any number of counterparts, each of which shall be an original, and all of whic h, when taken together, shall cons titute one agreement. Delivery of an executed signature page of this Fee Agreement by electronic transmission shall be effective as delivery of a manually executed counterpart hereof.

This Fee Agreement is delivered to the Commission on the understanding that neither this Fee Agreement nor any of its term s shall be disclosed, directly or indirectly, to any financial institution other than the Issuing and Paying Agent unless such disclosure is made to such financial institution in accordance with the terms of the California Public Records Act. [SIGNATURES BEGIN ON THE FOLLOWING PAGE]

[Signature Page to Fee Agreement]
IN WITNESS WHEREOF, the parties hereto ha ve caused this Fee Agreement to be duly executed and delivered by their respective officers thereunto duly authorized on the date first set forth above.

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By:

Name: Dennis J. Herrera
Title: General Manager
BANK OF AMERICA, N.A.

By:

Name: Jyoti Rathore
Title: Senior Vice President

CHAPMAN DRAFT 12/15/2025

REIMBURSEMENT AGREEMENT
Dated as of January 22, 2026,
between

PUBLIC UTILITIES COMMISSION OF

THE CITY AND COUNTY OF SAN FRANCISCO
and

TRUIST BANK
relating to:
$125,000,000

PUBLIC UTILITIES COMMISSION

OF THE CITY AND COUNTY OF SAN FRANCISCO

COMMERCIAL PAPER NOTES
(WASTEWATER SERIES, PROPOSITION E)
TAX-EXEMPT SUBSERIES A-5
TAXABLE SUBSERIES A-5-T

-i-

REIMBURSEMENT AGREEMENT

(This Table of Contents is not a part of this
Reimbursement Agreement and is only for
convenience of reference)
Page
ARTICLE 1 DEFINITIONS ............................................................................................................2 Section 1.1 Definitions....................................................................................................2 ARTICLE 2 LETTER OF CREDIT .............................................................................................. 11 Section 2.1 Issuance of Letter of Credit ........................................................................ 11 Section 2.2 Letter of Credit Drawings ..........................................................................12 Section 2.3 Reimbursement ..........................................................................................12 Section 2.4 Advances; Term Loans ...............................................................................12 Section 2.5 Fees ............................................................................................................15 Section 2.6 The Bank Note ...........................................................................................15 Section 2.7 Termination of Letter of Credit; Reduction of Stated Amount ..................15 Section 2.8 Computation of Interest and Fees ..............................................................15 Section 2.9 Payment Due on Non-Business Day to Be Made on Next Business Day .............................................................................................................16 Section 2.10 Default Rate ...............................................................................................16 Section 2.11 Source of Funds .........................................................................................16 Section 2.12 Extension of Stated Expiration Date ..........................................................16 Section 2.13 Taxes ..........................................................................................................16 Section 2.14 Increased Costs ..........................................................................................18 Section 2.15 Margin Regulations ....................................................................................19 Section 2.16 Maximum Rate; Payment of Fee ...............................................................20 Section 2.17 Security of Obligations ..............................................................................20 Section 2.18 Commercial Paper Operations ...................................................................20 Section 2.19 Method of Payment; Etc ............................................................................21 ARTICLE 3 CONDITIONS PRECEDENT ..................................................................................21 Section 3.1 Conditions Precedent to Effectiveness .......................................................21 ARTICLE 4 REPRESENTATIONS AND WARRANTIES ..........................................................23 Section 4.1 Organization, Powers, Etc ..........................................................................23 Section 4.2 Authorization, Absence of Conflicts, Etc ..................................................24 Section 4.3 Binding Obligations; Security for Bank Note ............................................24 Section 4.4 Governmental Consent or Approval ..........................................................25 Section 4.5 Absence of Material Litigation ..................................................................25 Section 4.6 Financial Condition ....................................................................................25 Section 4.7 Incorporation of Representations and Warranties ......................................26 Section 4.8 Accuracy and Completeness of Information ..............................................26 Section 4.9 No Default ..................................................................................................26 Section 4.10 No Proposed Legal Changes ......................................................................26

-ii-

Section 4.11 Compliance with Laws, Etc .......................................................................27 Section 4.12 Environmental Matters...............................................................................27 Section 4.13 Tax Status of Interest on Series A-5 Notes ................................................27 Section 4.14 Issuing and Paying Agent; Dealers ............................................................27 Section 4.15 Regulation U ..............................................................................................27 Section 4.16 Liens ...........................................................................................................28 Section 4.17 Sovereign Immunity...................................................................................28 Section 4.18 City Business Days ....................................................................................28 Section 4.19 Usury ..........................................................................................................28 Section 4.20 Insurance ....................................................................................................28 Section 4.21 ERISA ........................................................................................................28 Section 4.22 Sanctions Concerns and Anti-Corruption Laws .........................................28 Section 4.23 Swap Contracts ..........................................................................................29 ARTICLE 5 COVENANTS ...........................................................................................................29 Section 5.1 Affirmative Covenants ...............................................................................29 Section 5.2 Negative Covenants ...................................................................................36 ARTICLE 6 DEFAULTS ...............................................................................................................40 Section 6.1 Events of Default .......................................................................................40 Section 6.2 Remedies ....................................................................................................43 ARTICLE 7 MISCELLANEOUS ..................................................................................................43 Section 7.1 Amendments, Waivers, Etc ........................................................................43 Section 7.2 Notices .......................................................................................................44 Section 7.3 Survival of Covenants; Successors and Assigns ........................................45 Section 7.4 Unconditional Obligations .........................................................................46 Section 7.5 Liability of Bank; Indemnification ............................................................47 Section 7.6 Expenses ....................................................................................................48 Section 7.7 No Waiver; Conflict ...................................................................................48 Section 7.8 Modification, Amendment, Waiver, Etc .....................................................48 Section 7.9 Dealing with the Commission, the Issuing and Paying Agent and/or the Dealer ...................................................................................................48 Section 7.10 Severability ................................................................................................48 Section 7.11 Counterparts ...............................................................................................49 Section 7.12 Table of Contents; Headings ......................................................................49 Section 7.13 Entire Agreement .......................................................................................49 Section 7.14 Governing Law Waiver of Jury Trial .........................................................49 Section 7.15 Governmental Regulations.........................................................................50 Section 7.16 USA PATRIOT Act ....................................................................................50 Section 7.17 Electronic Transmissions ...........................................................................50 Section 7.18 Assignment to Federal Reserve Bank ........................................................50 Section 7.19 City Requirements .....................................................................................51 Section 7.20 Arm’s Length Transaction ..........................................................................51 Section 7.21 Reserved .....................................................................................................51 Section 7.22 Redaction ...................................................................................................51 Section 7.23 QFC Provisions ..........................................................................................51

-iii-

Appendix I – Form of Letter of Credit
Exhibit A – Form of Bank Note
Exhibit B – Form of Compliance Certificate
Exhibit C – 2026 List of City Holidays
Exhibit D – City Requirements
Exhibit E – List of Qualified Dealers

REIMBURSEMENT AGREEMENT
This REIMBURSEMENT AGREEMENT dated as of January 22, 2026 (together with any amendments or supplements hereto, this “ Agreement”), is between the PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO (together with its successors and assigns, the “Commission”) and TRUIST BANK (together with its successors and assigns, the “Bank”).

WITNESSETH:

WHEREAS, on November 5, 2002, the voters of the City approved Proposition E, which among other things, authorized the Commissi on to issue revenue bonds, including notes, commercial paper or other forms of indebtedness, when author ized by ordinance approved by a two-thirds vote of the Board of Supervisors of the City (the “ Board”), for the Wastewater Enterprise (as hereinafter defined); and
WHEREAS, pursuant to Article V of Chap ter 43 of Part 1 of the San Francisco Administrative Code, the Board has established a procedure pursuant to which the Commission may issue short-term indebtedne ss, including commercial paper notes in anticipation of the issuance of its wastewater revenue bonds; and
WHEREAS, pursuant to Resolution N o. [____], adopted by the Commission on [________], the Commission has authorized, execute d and delivered the Amended and Restated Issuing and Paying Agent Agreement, dated as of January 1, 2026 (together with any amendments or supplements thereto, the “ Issuing and Paying Agent Agreement ”) with U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), in its capacity as issuing and paying agent for the Commission (together with any successor issuing and paying agent appointed in accordance with the terms of the Issuing and Paying Agent Agreement, the “Issuing and Paying Agent”), pursuant to which the Commission has authorized the issuance of the City and County of San Francisco Commercial Paper Notes (Wastewater Series, Proposition E), Series A-5 (comprised of Tax-Exempt Subseries A-5 and Taxable Subseries A-5-T) (together, the “Series A-5 Notes”); and
WHEREAS, the Commission has requested the Ba nk to issue a letter of credit in the original stated amount of $136,250,0 00 (representing an amount s upporting Series A-5 Notes in an aggregate principal amount of $125,000,000 plus an amount equal to 270 days interest on such principal amount at the rate per annum of twel ve percent (12%) computed on the basis of a 360- day year (and rounded up to the nearest dollar)) for the payment by the Issuing and Paying Agent, when and as due, of the principal of and interest on the Series A-5 Notes; and WHEREAS, the Bank is willing to issue such letter of credit upon the terms and conditions provided herein.

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

2 ARTICLE 1

DEFINITIONS
Section 1.1 Definitions. As used in this Agreement:
“Advance” has the meaning set forth in Section 2.4(a) hereof. “Agreement” has the meaning set forth in the introductory paragraph hereof. “Alternate Facility” has the meaning set forth in the Issuing and Paying Agent Agreement. “Annual Budget” means the budget or budgets prepared by the Commission in substantially the form that has been previously presented to the Bank. “Annual Debt Service” has the meaning set forth in the Wastewater Bonds Indenture. “Applicable Law” means (i) all applicable common law and principles of equity and (ii) all applicable provisions of all (A) constitutions, statutes, rule s, regulations and orders of all governmental and non-governmental bodies, (B) Governmental Approva ls and (C) orders, decisions, judgments and decrees of all courts (whether at law or in equity) and arbitrators. “Authorized Representative” means each of the General Manager of the San Francisco Public Utilities Commission, Assi stant General Manager and Chief Financial Officer, Business Services, Deputy Chief Financial Officer, Financial Services, Capital Finance Director, Financial Planning, Utility Specialist, Financial Planning, Controller of the City and County of San Francisco, Director of Public Finance, and any other individual designated from time to time as a “Designated Representative” in a certificate executed by the General Manager of the San Francisco Public Utilities Commission and delivered to the Bank.
“Available Wastewater Enterprise Revenues” has the meaning set forth in the Issuing and Paying Agent Agreement.
“Bank” has the meaning set forth in the introductory paragraph hereof. “Bank Agreement ” means any credit agreement, li quidity agreemen t, standby bond purchase agreement, reimburseme nt agreement, direct purch ase agreement, bond purchase agreement, or other agreement or instrument (or any amendment, supplement or other modification thereof) under which, directly or indirectly, any Person or Persons undertake(s) to make or provide funds to make payment of, or to purchase or provide credit enhancement for, bonds or notes of the Commission secured by or payable from Wastewat er Enterprise Revenues (but excluding Debt Service Reserve Debt).
“Bank Note” has the meaning set forth in Section 2.6 hereof. “Bank Rate” means, subject to the terms of Section 2.16 hereof, a rate of interest per annum with respect to an Advance or Term Loan, as applicable, (i) for any day commencing on the date such Advance is made up to and including the ninetieth (90th) day succeeding the date such

3 Advance made, equal to the Prime Rate from time to time in effect plus one percent (1.00%) and (ii) for any day commencing on th e ninety-first (91st) day succeed ing the date such Advance is made and thereafter, equal to the Prime Rate from time to time in effect plus two percent (2.00%); provided, further, however, that immediately and automatically upon the occurrence of an Event of Default (and without any notice given with respect thereto) and during the continuance of such Event of Default, “Bank Rate” will mean the Default Rate; and provided, further, that at no time shall the Bank Rate be less than the highest rate on any outstanding Commercial Paper Notes. “Basic Documents” means, at any time, each of the following documents and agreements as in effect or as outstanding, as the case may be, at such time: (a) the Commercial Paper Notes, (b) the Resolutions, (c) the City Legislati on, (d) the Offering Memorandum, (e) the Dealer Agreements, (f) the Issuing and Paying Agent Agreement, (g) the Bank Note, (h) the Fee Agreement and (i) this Agreement and any and all future renewals and extensions or restatements of, or amendments or supplements to, any of the foregoing. “BHC Act Affiliate ” of a party means an “affiliate” (a s such term is defined under, and interpreted in accordance with, 12 U.S.C. 184l(k)) of such party. “Board” has the meaning set forth in the recitals hereof. “Bonds” has the meaning set forth in the Wastewater Bonds Indenture. “Bond Counsel” has the meaning set forth in the Issuing and Paying Agent Agreement. “Bond Reserve Fund” has the meaning set forth in the Wastewater Bonds Indenture. “Business Day” has the meaning set forth in the Letter of Credit. “Change in Law” means the occurrence, after the Closing Date, of any of the following:
(a) the adoption or taking effect of any Law, including, without limitati on Risk-Based Capital Guidelines, (b) any change in any Law or in the enforcement, administration, interpretation, implementation or application thereof by any Governmental Authority or compliance by the Bank or any Participant therewith or (c) the making or issuance of a ny request, rule, ruling, guideline, regulation or directive (whether or not having the force of law) by any Governmental Authority; provided that, notwithstanding anything herein to the contrary, (i) the Dodd-Frank Wall Street Reform and Consumer Protection Act (or any other statute referred to therein or amended thereby) and all laws, requests, rules, re gulations, policies, rulings, guide lines, standards or directives thereunder or issued in connection therewith a nd any interpretation, appl ication or promulgation implementing, invoking or in any way the Dodd-Frank Wall Street Reform and Consumer Protection Act and (ii) all laws, requests, rules, rulings, standards, policies, guidelines, regulations or directives promulgated by, or in response to requests, guidelines or directives published by, the Bank for International Settlements, the Ba sel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities will, in each case, be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued. “Charter” has the meaning set forth in the Issuing and Paying Agent Agreement. “City” has the meaning set forth in the Issuing and Paying Agent Agreement.

4 “City Legislation” means, collectively, Ordinance N o. 203-98, adopted by the Board on June 8, 1998 and signed by the Mayor on June 19, 1998, as amended by Ordinance No. 270-06, adopted on October 24, 2006 by the Board and signed by the Mayor on October 31, 2006 to establish a procedure for the issuance of co mmercial paper notes, Ordinance No. 266-06 adopted by the Board on October 24, 2006, and signed by the Mayor on Octobe r 31, 2006, Ordinance No. 91-12 adopted by the Board on May 8, 20 12 and signed by the Mayor on May 14, 2012, Resolution No. 378-14, adopted by the Board on September 30, 2014 and signed by the Mayor on October 9, 2014, Resolution No. 193-17, adopted by the Board on May 23, 2017, and signed by the Mayor on May 26, 2017 , and Ordinance No 269-24, adopted by the Board on November 19, 2024, and signed by the Mayor on November 25, 2024.
“Closing Date” means the date on which the Letter of Credit is issued, which, subject to the satisfaction of the conditions precedent set forth in Section 3.1 hereof, is expected to be January 22, 2026.
“Code” means the Internal Revenue Code of 1986, as amended from time to time, including regulations, rulings and judicial decisions promulgated thereunder. “Commercial Paper Notes” means, collectively, the following series of City and County of San Francisco Commercial Paper Notes (Wastewater Series, Proposition E): Series A-1 Notes, the Series A-2 Notes, the Series A- 3 Notes, the Series A-4 Notes, the Subseries A-5 Notes, the Subseries A-5-T Notes, the Subseries A-6 Notes, the Subseries A-6-T Notes, the Series A-7 Notes, the Subseries A-8 Notes, the Subseries A-8-T Notes and any other series or subseries of City and County of San Francisco Commercial Paper Notes (Wastewater Series, Proposition E) issued to refund previously issued Commercial Paper Notes and any Parity Notes. “Commission” has the meaning set forth in the introductory paragraph hereof. “Consulting Engineers” has the meaning set forth in the Wastewater Bonds Indenture. “Covered Entity” means any of the following: (i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b); (ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or (iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b). “Dealers” means the dealer or dealers selected from time to time by the Commission (and acceptable to the Bank) to market the Series A-5 Notes pursuant to the terms of any applicable Dealer Agreement and any permitted assigns and successors thereto.

“Dealer Agreement” means each dealer agreement by and between the Commission and a Dealer, in form and substance reasonably accep table to the Bank, as such agreement may be amended and supplemented from time to time in accordance with the terms thereof and hereof. “Debt” of any Person means, at any date, without duplication, (a ) all obligations of such Person for borrowed money, (b) all obligations of such Pers on evidenced by bonds, debentures, notes or other similar instruments, (c) all obligations of such Person to pay the deferred purchase price of property or services, except trade account s payable arising in the ordinary course of business, (d) all obligations of such Person as le ssee under capital leases, (e ) all debt of others

5 secured by a Lien on any asset of such Person, whether or not such debt is assumed by such Person, (f) all Guarantees by such Person of debt of other Persons, (g) all obligations of such Person under any Swap Contract and (h) all obligations of such Person to reimburse or repay any bank or other Person in respect of amounts paid or advanced under a letter of credit, credit agreement, liquidity facility or other instrument.
“Debt Service” has the meaning set forth in the Wastewater Bonds Indenture. “Debt Service Reserve Debt ” means the obligations under any reimbursement agreement or similar arrangement to secure the repayment of advances under a liquidity , letter of credit or surety bond arrangement used to fund any debt service reserve or similar account securing Senior Debt.
“Default” means any condition or event which with the giving of notice or lapse of time or both would, unless cured or waived, become an Event of Default. “Default Rate” means, for any day, subject to the terms of Section 2.16 hereof, a per annum rate of interest equal to the sum of the Bank Rate from time to time in effect plus four percent (4.00%).
“Default Right ” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable. “Designated Jurisdiction” means any country or territory to the extent that such country or territory itself is the subject of any Sanction.
“Drawing” has the meaning set forth in Section 2.3 hereof. “DTC” means The Depository Trust Company, Ne w York, New York, and any successor securities depository.
“Employee Plan ” means an employee benefit plan covered by Title IV of ERISA and maintained for employees of the Commission.
“Enterprise” has the meaning set forth in the Wastewater Bonds Indenture. “Environmental Laws” means any and all federal, state and local statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, pe rmits, concessions, grants, franchises, licenses, agreements or other government al restrictions relating to th e environment or to emissions, discharges or releases of pollutants, contaminants, petroleum or petroleum products, chemicals or industrial, toxic or hazardous substances or wastes into the environment including, without limitation, ambient air, surface water, ground wa ter or land, or otherwise relating to the manufacture, processing, distribution, use, treatme nt, storage, disposal, transport or handling of pollutants, contaminants, petrol eum or petroleum produc ts, chemicals or industrial, toxic or hazardous substances or wastes or the clean-up or other remediation thereof. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, or any successor statute thereto.

6 “Event of Default” has the meaning set forth in Section 6.1 hereof. “Excluded Taxes” means, with respect to the Bank or any Participant, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in lieu of net income taxes), by the jurisdiction (or any political subdivis ion thereof) under the laws of which the Bank or such Participant is organized or in which its principal office is located and (b) any branch profits taxe s imposed by the United States or any similar tax imposed by any other jurisdiction in which the Commission is located.
“Fee Agreement ” means the Fee Agreement dated the Closing Date between the Commission and the Bank, as supplemented, amended and restated from time to time. “Final Drawing Notice” has the meaning set forth in the Letter of Credit. “Fiscal Year” has the meaning set forth in the Issuing and Paying Agent Agreement. “Fitch” means Fitch Ratings, Inc.
“GAAP” means generally accepted accounting principl es in the United States of America from time to time as set forth in (a) the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certifie d Public Accountants and (b) statements and pronouncements of the Government Accounting St andards Board, as modified by the opinions, statements and pronouncements of any similar accounting body of comparable standing having authority over accounting by governmental entities.
“Governmental Approval” means an authorization, consent, approval, license or exemption of, registration or filing with, or report to, any Governmental Authority. “Governmental Authority” means the government of the United States or any other nation or any political subdivision thereof or any govern mental or quasi-governmental entity, including any court, department, commission, board, bureau, agency, administration, central bank, service, district or other instru mentality of any gove rnmental entity or other entity exercising executive, legislative, judicial, taxing, regul atory, fiscal, monetary or admin istrative powers or functions of or pertaining to government, or an y arbitrator, mediator or other Person with authority to bind a party at law.
“Guarantees” means, for any Person, all guarantees, endorsements (other than for collection or deposit in the ordinary course of bu siness) and other contingent obligations of such Person to purchase, to provide funds for payment, to supply funds to invest in any other Person or otherwise to assure a creditor of another Person against loss. “Indemnified Taxes” means Taxes other than Excluded Taxes. “Insolvency Proceeding ” means a receivership, insolvency, liquidation, resolution, or similar proceeding.
“Interest Fund ” means the Interest Fund described in and established pursuant to the Wastewater Bonds Indenture.

7 “Investment Policy and Guidelines” means the investment guidelines of the City as in effect on the date hereof, as such investment guidelines may be amended from time to time in accordance with the Issuing and Paying Agent Agreement, the Resolutions and State laws, as applicable. “Issuing and Paying Agent” has the meaning set forth in the recitals to this Agreement. “Issuing and Paying Agent Agreement ” has the meaning set forth in the recitals to this Agreement.
“Law” means any treaty or any Federal, regiona l, state and local law, statute, rule, ordinance, regulation, code, licen se, authorization, decision, inj unction, interpretation, policy, guideline, supervisory standard, order or decree of any court or other Governmental Authority. “Letter of Credit” means the irrevocable letter of credit issued by the Bank for the account of the Commission in favor of the Issuing and Pa ying Agent supporting the Series A-5 Notes, in the form of Appendix I hereto, with appropriate insertions, as amended. “Lien” means, with respect to any asset, (a) an y lien, charge, claim, mortgage, security interest, pledge or assignment of revenues of any kind in respect of such asset or (b) the interest of a vendor or lessor under any conditional sale agreem ent, capital lease or other title retention agreement relating to such asset.
“Material Litigation” shall have the meaning assigned to such term in Section 4.5. “Maximum Rate” means the lesser of (a) the maximum non-usurious interest rate that may, under applicable federal law and applicable state law, be contracted for, charged or received under such laws and (b) 12% per annum; provided, however, that if the City or the Commission increases the maximum rate allowable, which is currently set forth in clause (b) of this “Maximum Rate” definition, at any time during the term hereof, then such increased rate shall be the Maximum Rate. “Moody’ s” means Moody’s Investors Service, Inc.
“Net Revenues” has the meaning set forth in the Wastewater Bonds Indenture. “No-Issuance Notice” has the meaning set forth in the Letter of Credit. “Obligations” means the Reimbursement Obligations (which includes amounts owing to the Bank evidenced by the Bank Note) and all othe r obligations of the Commission to the Bank arising under or in relation to this Agreement or the Fee Agreement. “Offering Memorandum” means any offering memorandum or similar disclosure document relating to the Series A-5 Notes, among others, and the Commission, as may be prepared by or on behalf of the Commission or the Dealers from time to time in connection with the offering and sale of Series A-5 Notes.
“Operation and Maintenance Co sts of the Enterprise ” has the meaning set forth in the Wastewater Bonds Indenture.

8 “Original Stated Amount” means $$136,250,000.
“Other Debt Documents” has the meaning set forth in Section 5.1(c)(i) hereof. “Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Basic Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Basic Document.
“Parity Debt” means any Debt issued or incurred by the Commission and secured on a parity with the Lien on Pledged Revenues securing the payment of principal of and interest on the Commercial Paper Notes and includes, without limitation, the Bank Note and Parity Notes. “Parity Loans” means the obligations so defined in the Wastewater Bonds Indenture. “Parity Notes” has the meaning set forth in the Issuing and Paying Agent Agreement. “Participant” has the meaning set forth in Section 7.3(b) hereof. “Participation” has the meaning set forth in Section 7.3(b) hereof. “Payment Account ” means the payment account for th e Bank set forth in Section 7.2 hereof.
“Person” means an individual, a firm, a corp oration, a partnership, a limited liability company, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof. “Pledged Revenues” means Available Wastewater Enterprise Revenues and other amounts described in Section 6.01 of the Issuing and Paying Agent Agreement. “Prime Rate” means on any day, the rate of interest in effect for such day as adopted from time to time by the Bank as its “prime rate.” The “prime rate” is a rate set by the Bank based upon various factors including the Bank’s costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by the Bank shall take effect at the opening of business on the day specified in the public announcement of such change.

At no time will the Prime Rate be less than zero percent (0%). “Program Size” means $125,000,000.
“Project” has the meaning set forth in the Wastewater Bonds Indenture. “Property” means any interest in any kind of propert y or asset, whether real, personal or mixed, or tangible or intangible, whether now owned or hereafter acquired. “Proposition E” means the measure approved by the voters of the City on November 5, 2002, which, among other things, authorized the Commission to issue revenue bonds, including notes, commercial paper and other forms of indebtedness, when authorized by ordinance approved

9 by a two-thirds vote of the Bo ard, for the purpose of reconstructing, replacing, expanding, repairing or improving water facilities under the jurisdiction of the Commission. “QFC” has the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D). “Quarterly Date ” means the first Business Day of each March, June, September or December.
“Qualified Dealer” means, (i) Morgan Stanley & Co. LLC, (ii) RBC Capital Markets, LLC, (iii) U.S. Bancorp Investments, Inc., and (iv) any other financial institution on the list set forth in Exhibit E hereto which financial institution (or any parent or affiliate of such financial institution) has capital of not less than $500,000,000, and underlying ratings from Moody’s, S&P and Fitch of at least “A3” (or its equivalent), “A-” (or its equivalent) and “A-” (or its equivalent), respectively (unless, in each instance, the Bank in its discretion provides in writing an exception for a particular Dealer under specifie d circumstances), and (vii) at any t ime after the Closi ng Date, any other financial institution (or any parent or affiliate of such financial institution) with capital of not less than $500,000,000, and underlying ratings from Moody’s, S&P and Fitch of at least “A3” (or its equivalent), “A-” (or its equivale nt) and “A-” (or its equivalent), respectively (unless, in each instance, the Bank in its sole discretion consents in writing to any other financial institution acting as a Dealer) approved in writing by the Bank to act as dealer for Series A-5 Notes, which approval shall not be unreasonably withheld or delayed.
“Rating Agency” and “Rating Agencies” means, individually or collectively, as applicable, Fitch, Moody’s and S&P.
“Reimbursement Obligations ” means any and all obligations of the Commission to reimburse the Bank for Drawings under the Letter of Credit and all obligations to repay the Bank for any Advance or Term Loan, including in ea ch instance all interest accrued thereon, which obligations are evidenced and secured by the Bank Note. “Resolutions” means, collectively, Resolution No. 06-0164 approved by the Commission on September 26, 2006, Resolution No. 11-0197, approved by the Commission on December 13, 2011, Resolution No. 14-0139, approved by the Commission on August 26, 2014, Resolution No. 17-0086 approved by the Commission on Ap ril 25, 2017, Resolution No. 24-0193 approved by the Commission on September 10, 2024, Resolution No. 25-0157 approved by the Commission on October 28, 2025 and Resolution No.[_____] approved by the Commission on [________]. “Revenues” has the meaning set forth in the Wastewater Bonds Indenture. “Risk-Based Capital Guidelines” means (i) the risk-based capital guidelines in effect in the United States, including transition rules, and (ii) the corresponding capital regulations promulgated by regulatory authorities outside the United States including transition rules, and any amendments to such regulations.
“S&P” means Standard & Poor’s Global Ratings.

10 “Sanction(s)” means any international economic sanction administered or enforced by the United States Government (including, without limitation, OFAC), the Un ited Nations Security Council, the European Union, Her Majesty’s Treasury or other relevant sanctions authority. “Senior Debt” means any Debt issued or incurred by the Commission and secured by or payable from Wastewater Enterprise Revenues on a basis senior or superior to the Lien in favor of the Commercial Paper Notes and other Parity Note s and includes, without limitation, the Senior State Loans, the Parity Loans, the Senior Wa stewater Bonds and the Subordinated Wastewater Bonds.
“Senior State Loans” has the meaning set forth in the Wastewater Bonds Indenture. “Senior Wastewater Bonds” means all bonds currently outst anding or hereafter issued by the Commission with a senior pledge or first lien on the Wastewater Enterprise Revenues. “Series” has the meaning set forth in the Wastewater Bonds Indenture. “Series A-5 Notes” has the meaning set forth in the recitals to this Agreement. “State” means the State of California.
“Stated Amount” has the meaning set forth in the Letter of Credit. “Stated Expiration Date” has the meaning set forth in the Letter of Credit. “Subordinated Wastewater Bonds” has the meaning set forth in the Issuing and Paying Agent Agreement.
“Subseries A-5 Notes” has the meaning set forth in the recitals hereof. “Subseries A-5-T Notes” has the meaning set forth in the recitals hereof. “Swap Contract ” means (a) any and all rate swap transactions, basis swaps, credit transactions, forward rate transactions, commodity swaps, commodity options, forward contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond pric e or forward bond index transac tions, interest rate options, forward foreign exchange transactions, cap trans actions, floor transactions , collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts or any other similar transactions or any combination of any of the foregoing or any options to enter into any of the foregoing), whether or not any su ch transaction is governed by or subject to any master agreement, and (b) any and all transactions of any ki nd, and the relate d confirmations, which are subject to the terms and conditions of, or governed by, any form of agreement published by the International Swaps and Derivatives Asso ciation, Inc., any Foreign Exchange Master Agreement or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”), including any such obligations or liabilities under any Master Agreement.

11 “Taxes” means all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, fines, additions to tax or penalties applicable thereto. “Term Loan” has the meaning set forth in Section 2.4(e) hereof. “Term Loan Conversion Date” has the meaning set forth in Section 2.4(b) hereof. “Term Loan Maturity Date” means, with respect to any Term Loan, the earliest of (a) the third anniversary of the Term Loan Conversion Date for such Term Loan, (b) the third anniversary of the Stated Expiration Date as in effect on th e date on which the related Term Loan was made, (c) the date an Alternate Facility becomes effective in accordance with Section 9.02 of the Issuing and Paying Agent Agreement, (d) the date on which the Stated Amount is permanently reduced to zero or the Letter of Credit is otherwise terminat ed prior to the Stated Expiration Date, including as a result of the occurrence of an Event of Default and (e) the Busi ness Day when Commercial Paper Notes or bonds are sold to fund the repayment of any Term Loan. “Termination Date” has the meaning set forth in the Letter of Credit. “2025 Audited Financial Statements” has the meaning set forth in Section 4.6. “Unpaid Drawing” has the meaning set forth in Section 2.3 hereof. “Wastewater Bonds Indenture” has the meaning set forth in the Issuing and Paying Agent Agreement.
“Wastewater Enterprise ” has the meaning set forth in the Issuing and Paying Agent Agreement.
“Wastewater Enterprise Debt” means any Debt issued or incurred by the Commission and secured by or payable from Wastewater Enterprise Revenues. “Wastewater Enterprise Revenues” has the meaning ascribed to the term “Revenues” in the Wastewater Bonds Indenture.

The foregoing definitions are e qually applicable to both the singular a nd plural forms of the defined terms. Any capitalized terms used herein which are not specifically defined herein have the same meanings herein as in the City Legislation. All references in this Agreement to times of day are references to New York time unless otherwise expressly provided herein. Unless otherwise inconsistent with the terms of this Agreement, all accounting terms are interpreted and all accounting determinations hereunder are made in accordance with GAAP.

ARTICLE 2

LETTER OF CREDIT
Section 2.1 Issuance of Letter of Credit. Upon the terms, subject to the conditions and relying upon the representations an d warranties set forth in this Agreement or incorporated into

12 Section 4.7 hereof, the Bank agrees to issue the Letter of Credit substantially in the form of Appendix I hereto. The Letter of Credit will be issued with a Stated Amount equal to the Original Stated Amount, which is the sum of (i) the aggregate principal amount of the Series A-5 Notes to be issued under the Issuing and Paying Agent Agreemen t, plus (ii) interest thereon at the rate of twelve percent (12%) per annum for a period of two hundred seventy (270) days calculated on the basis of 360-day year (and rounded up to the nearest dollar).

Section 2.2 Letter of Credit Drawings. The Issuing and Paying Agent is authorized to make Drawings under the Letter of Credit in accordance with its terms. The Commission authorizes the Bank to make payments under the Letter of Credit in the manner therein provided.

The Commission irrevocably approves reductions a nd reinstatements of the Stated Amount as provided in the Letter of Credit.

Section 2.3 Reimbursement. Subject to the provisions of Section 2.4 hereof, the Commission agrees to pay, or to cause to be paid, to the Bank (i) on each date on which the Bank honors any demand for payment under the Letter of Credit (each such payment by the Bank referred to as a “ Drawing”) a sum equal to the amount so paid under the Letter of Credit (any amount so paid until reimbursed being referred to as an “Unpaid Drawing”), plus (ii) interest on the amount of each such Unpaid Drawing from and including the date such Drawing is paid until the Bank is reimbursed in full for such Drawing equal to the Default Rate. Subject to the provisions of Section 2.4 hereof respecting Advances (each of which Advances when made will constitute reimbursement of a Drawing in an amount equal to the amount of such Advance), the Commission is obligated, without notice of a Drawing or de mand for reimbursement (which notice is waived by the Commission), to reimburse the Bank for all Drawings on the same day as made. The amount of any Drawing relating to accrued interest on the related Commercial Paper Notes must be reimbursed by the Commission on the date on which such Drawing is made. The Commission and the Bank agree that the reimbursement in full of each Drawing on the day such Drawing is made is intended to be a contemporaneous exchange for new value given to the Commission by the Bank. If a Drawing is reimbursed at or prior to 4:00 p.m. on the same day on which it is made, no interest will be payable on such Drawing.

Section 2.4 Advances; Term Loans.
(a) Making of Advances. The Bank agrees that if (i) the Bank pays any Drawing under the Letter of Credit, (ii) the portion of such Drawing relating to the principal amount of the Commercial Paper Notes will not be reimbursed in full on the date of such Drawing by payment to the Bank as provided in Secti on 2.3 hereof and (iii) (A) the re presentations and warranties of the Commission contained in Article Four of this Agreement are true and correct as of the date of such Drawing, (B) no Material L itigation shall be pending; (C) no event has occurred and is continuing which has or is having a material adverse effect on the Commission’s obligations under this Agreement, the Fee Agreement, the Bank Note or any of the other Basic Documents to which the Commission is a party or the ability of the Commission to perform its obligations in connection herewith or therewith an d (D) no Default or Event of Defaul t has occurred and is continuing on the date of such Drawing, the portion of such Drawing relating to the principal amount of the related Commercial Paper Notes (or the portio n thereof) which is not so reimbursed by the Commission to the Bank will automatically constitute an advance (individually an “Advance” and, collectively, the “Advances”) made by the Bank to the Commission on the date of and in an amount

13 equal to the amount of such Dr awing relating to the principal amount of the related Commercial Paper Notes (or the portion thereof) which is not so reimbursed by the Commission to the Bank.

For purposes of Section 2.3 hereof, each Advance when made will constitute reimbursement of the portion of the related Drawing re lating to the principal amount of the related Commercial Paper Notes in an amount equa l to the amount of such Advance; and each Advance when made will preclude, to the extent of the amount of such Advance, the portion of the related Drawing relating to the principal amount of the related Commercia l Paper Notes from being or constituting an Unpaid Drawing. Unless the Commission has otherw ise previously advised the Bank in writing, payment by the Bank of any Drawing under the Lette r of Credit will be d eemed to constitute a representation and warranty by the Commission th at on the date of such Drawing (i) the representations and warranties of the Commission contained in Arti cle Four hereof are true and correct on such date, (ii) no Material Litigation shall be pending on such date, (iii) no event has occurred and is continuing which has or is having a material adverse effect on the Commission’s obligations under this Agreement, the Fee Agreement, the Bank Note or any of the other Basic Documents to which the Commission is a party or the ability of the Commission to perform its obligations in connection herewith and (iv) no Default or Event of Default has occurred and is continuing on such date.
(b) Payment of Principal and Interest on Advances. Except as otherwise required or permitted by Section 2.4(c), 2.4(d) or 2.4(e) of this Agreement, the Commission shall repay the unpaid principal amount of each Advance on the earlier to occur of (i) the ni netieth (90th) day following the date such Advance was made and (ii) the Termination Date (with respect to such Advance, the “Term Loan Conversion Date”). The Commission shall pay interest on the unpaid amount of each Advance from the date of such A dvance until paid in full at the Bank Rate from time to time in effect; provided that, from and after the occurrence of an Event of Default, such Advance will bear interest at the Default Rate. Interest on each Advance shall be payable monthly, in arrears, on the first Business Day of each month (commencing with the first such date to occur after the making of the related Advance) and upon prepayment or maturity of such Advance. The accrued interest on any Advance must be reimbursed by the Commission on the Term Loan Conversion Date.
(c) Mandatory Prepayment of Advances and Term Loans. The Commission shall prepay Advances and Term Loans if the aggregate proceeds of the issuance of Commercial Paper Notes exceed the aggregate principal amount of Commercial Paper Notes maturing on the date of such issuance. On the date of each such prepayment of Advances or Term Loans, as applicable (or portions thereof), the Commission shall pay to the Bank interest accrued and unpaid to the date of such prepayment on the aggregate amount of the Advances and Term Loans (or portions thereof) prepaid. Upon the Bank’s receipt of any payment or prepayment of any Advance or Term Loan, the amount of such Advance and/or Term Loan shall be reduced by the amount of such payment or prepayment. Any prepayment pursuant to this paragraph (c) or paragraph (d) below will be first applied to outstanding Term Loans, in the inve rse order of maturity, and then to outstanding Advances in the inverse order of maturity.
(d) Optional Prepayment. The Commission may prepay Advances in whole, or in part a minimum amount of $500,000 and in integral mu ltiples of $100,000 in excess thereof, in each case without penalty or premium, on one Business Day’s prior written notice, such prepayment to be applied as set forth in paragraph (c) above.

14 (e) Term Loan Option. On a Term Loan Conversion Date, each Advance maturing on such date will, if the conditions set forth in Section 2.4(f) hereof have been satisfied, be converted to a term loan (a “Term Loan”).
(f) Conditions Precedent to Term Loans. Principal amounts owed by the Commission for Advances remaining unpaid on their respective Term Loan Conversion Dates will be converted to Term Loans if and only if:
(i) the representations and warranties of the Commission contained in Article Four of this Agreement are true and correct on and as of the Term Loan Conversion Date, deemed made as of such date, as though made on and as of such date; (ii) no Material Litigation shall be pending;
(iii) no event has occurred and is continuing which has or is having a material adverse effect on the Commission’s obligations under this Agreement, the Fee Agreement, the Bank Note or any of the other Basic Documents to which the Commission is a party or the ability of the Commission to perform its oblig ations in connection herewith or therewith;
(iv) no Default or Event of Default has o ccurred and is continuing or would result from converting the Advance to a Term Loan; and
(v) neither a No-Issuance Notice nor a Final Drawing Notice is in effect. (g) Repayment of Term Loans. The Commission agrees to pay to the Bank an amount equal to the unpaid principal am ount of each Term Loan made by the Bank, together with the interest thereon from and including the Term Loan Conversion Date to but excluding the date the Bank is reimbursed therefor at a rate per annum equal to the Bank Rate; provided that, from and after the occurrence of an Event of Default, each Term Loan will bear interest at the Default Rate.

Interest on the unpaid balance of each Term Loan must be paid to the Bank monthly in arrears on the first Business Day of each calendar month duri ng the term of such Term Loan (commencing with first such date to occur after the a pplicable Term Loan Convers ion Date) and on the Term Loan Maturity Date. Each Term Loan must be repaid in equal (or as nearly as possible) quarterly installments (each such installment referred to as a “Principal Payment”), such Principal Payments to commence on the first Quarterly Date that is at least ninety (90) days following the date of the related Advance and on each Quarterly Date therea fter and with the final installment being due and payable on the Term Loan Maturity Date, until paid in full; provided that the unpaid amount of each Term Loan must be paid in full not late r than the applicable Term Loan Maturity Date; provided, further, that if the Commission elects to prepay a Term Loan in part, such prepayment will be (i) to the Term Loans in inverse order of the Term Loan Conversion Dates of the Term Loans and to the remaining Principal Payments relating to each Term Loan prepaid in inverse order of the due dates of such Principal Payments.
(h) Prepayment of Term Loans.

The Commission may prepay any Term Loan in whole,
or in part in a minimum amount of $500,000 and in integral multiples of $100,000 in excess thereof in each case without penalty, on two Business Days’ prior written notice, such prepayment to be applied as set forth in paragraph (g) above.

15 Section 2.5 Fees. The Commission agrees to pay and perform its obligations provided in the Fee Agreement, including the payment of a ll fees and expenses provided for therein in the amounts and on the dates set fort h therein. The terms and provisi ons of the Fee Agreement are incorporated herein by referen ce. All references to amounts due under this Agreement will be deemed to include all amounts an d obligations (including, but not limited to, fees and expenses) under the Fee Agreement. All fees paid under this Agreement and the Fee Agreement will be fully earned when due and nonrefundable when paid.

Section 2.6 The Bank Note. All Reimbursement Obligations will be evidenced by one promissory note of the Commission, designated “San Francisco Public Utilities Commission Bank Note (Wastewater Series, Proposit ion E) Subseries A-5 and Subser ies A-5-T – Truist Bank.” in substantially the form of Exhibit A hereto (the “ Bank Note”), to be issued on the Closing Date, payable to the Bank in a principal amount equal to the Original Stated Amount. All Reimbursement Obligations owed to the Bank and all payments and prepayments made on account of principal and interest thereof will be recorded by th e Bank on the schedule (or a continuation thereof) attached to the Bank Note, it being understood, however, that failure by the Bank to make any such endorsement will not affect the obligations of the Commission hereunder or under the Bank Note in respect of unpaid principal and interest on the Reimbursement Obligations. The Commission shall pay principal and interest on the Bank Note on the dates and at the rates provided for in Sections 2.3 and 2.4 hereof with respect to U npaid Drawings, Advances and Term Loans. The Commission’s obligations to repay each Term Loan and to pay interest thereon as provided herein shall be evidenced and secured by the Bank Note, and the Commission shall redeem the Bank Note on each date on which the Commission is required to make a principal payment on an Advance or Term Loan, as applicable, in an amount equal to the Advance or Term Loan payment, as applicable, due on such date, including any accrued interest thereon, as applicable.

Section 2.7 Termination of Letter of Credit; Reduction of Stated Amount. (a) Notwithstanding any provision of this Agreement to the contrary, the Commission agrees not to terminate or replace the Letter of Credit, except upon (i) the payment to the Bank of all Obligations payable hereunder and under the Ba nk Note and the Fee Agreement and (ii) the Commission providing the Bank with thirty (30) days’ prior written notice of its intent to terminate or replace the Letter of Credit; provided that all Obligations to the Bank must be paid to the Bank at or prior to the time of termination and any such termination or replacement of the Letter of Credit shall be in compliance with the terms of the Issuing and Paying Agent Agreement. (b) Notwithstanding any provision of this Agreement to the contrary, the Commission agrees not to permanently reduce the Stated Amount, except (i) upon the Commission providing the Bank with thirty (30) days’ prior written notice of its intent to permanently reduce the Stated Amount and (ii) upon payment by the Commission of all fees and expenses owed under the Bank Note or Fee Agreement, as applicable.

Section 2.8 Computation of Interest and Fees. Fees payable hereunder and under the Fee Agreement will be calculated on the basis of a year of 360 days and the actual number of days elapsed. Interest payable hereunder and under the Bank Note will be calculated on the basis of a 365-day year, as the case may be, and the actual number of days elapsed. Interest will accrue during

16 each period during which interest is computed from and including the first day thereof to but excluding the last day thereof.

Section 2.9 Payment Due on Non-Business Day to Be Made on Next Business Day.

If any sum becomes payable pursuant to this Agreement on a day which is not a Business Day, the time for payment thereof will be extended, without penalty, to the next succeeding Business Day, and extended time will be included in the computation of interest and fees.

Section 2.10 Default Rate. If any Obligation is not paid when due, such Obligation will bear interest until paid in full at a rate per annum equal to the Default Rate, payable on demand.

Upon the occurrence and during the continuance of an Event of De fault, the Obligations of the Commission hereunder will bear interest at the Default Rate, which interest will be payable by the Commission to the Bank upon demand therefor and be calculated on the basis of a 365- or 366- day year, as the case may be, and actual days elapsed.

Section 2.11 Source of Funds. All payments made by the Bank pursuant to the Letter of Credit will be made from funds of the Bank and not from the funds of any other Person.

Section 2.12 Extension of Stated Expiration Date . If the Commission on any date is not more than one hundred twenty ( 120) days nor less than ninety (90) days prior to the Stated Expiration Date (as the same may be extended fro m time to time) submits to the Bank a written request for an extension of the St ated Expiration Date for a period as specified in such written request (not to exceed three years), the Bank sh all make reasonable efforts to respond to such request within thirty (30) days after receipt of all information necessary, in the Bank’s reasonable judgment, to permit the Bank to make an informed credit decision. If the Bank fails to definitively respond to such request within such period of time, the Bank will be deemed to have refused to grant the extension requested. The Bank may, in its sole and absolute discretion, decide to accept or reject any such proposed extension, and no extension will become effective unless the Bank has consented in writing. The consent of the Bank, if granted, is conditioned upon the preparation, execution and delivery of documentation in form and substance reasonably satisfactory to the Bank and consistent with this Agreement. If such an extension request is accepted by the Bank in its sole and absolute discretion, the then current Stated Expiration Date for the Letter of Credit will be extended to the date agreed to by the Commission and the Bank.

Section 2.13 Taxes.
(a) Payments Free of Taxes. Any and all payments by or on account of any obligation of the Commission hereunder, under the Bank Note or under the Fee Agr eement must be made free and clear of and without reduction or withholding for any Indemnified Taxes or Other Taxes; provided that if the Commission is required by Appli cable Law to deduct any Indemnified Taxes (including any Other Taxes) from such payments, then (i) the sum payable will be increased as necessary so that after making all required de ductions (including deduc tions applicable to additional sums payable under this Section) the Bank or any Participant receives an amount equal to the sum it would have receiv ed had no such deductions been made, (ii) the Commission shall make such deductions and (iii) the Commission sha ll timely pay the full amount deducted to the relevant Governmental Authority in accordance with Applicable Law.

17 (b) Payment of Other Taxes by the Commission. Without limiting the provisions of paragraph (a) above, the Commission shall timely pay any Other Ta xes to the relevant Authority in accordance with Applicable Law.
(c) Indemnification by the Commission. The Commission shall indemnify the Bank and each Participant, within thirty (30) days after demand therefor, for the full amount of any Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Se ction) paid by the Bank or such Participant and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correct ly or legally imposed or asserted by the Governmental Authority. A certificate stating the amount of such payment or liability delivered to the Commission by the Bank or any Participant will be conclusive absent manifest error. In addition, the Commission shall indemnify the Bank a nd each Participant, within thirty (30) days after demand therefor, for any incremental Taxe s that may become paya ble by the Bank or such Participant as a result of any failure of the Commission to pay any Taxes when due to the appropriate Authority or to deliver to the Bank or such Participant pursuant to paragraph (d) below, documentation evidencing the payment of Taxes.
(d) Evidence of Payments. As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Commission to a Governmental Authority, the Commission shall deliver to the Bank or the applicable Participant the original or a certified copy of a receipt issued by Governmental Authority evidencing such payment, a copy of the return reporting such payment or other evidence of such paymen t reasonably satisfactory to the Ba nk or such Participant, as applicable.
(e) Treatment of Certain Refunds. If the Bank or any Participant determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified pursuant to this Section (incl uding additional amounts paid by the Commission pursuant to this Section), it shall pay to the applicable indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, under this Section with respect to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of the Bank or such Participant, and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the applicable indemnifying party, upon the request of the Bank or such Participant, as applicable, agrees to repay the amount paid over pursuant to this Section (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) to the Bank or such Participant in the event the Bank or such Participant required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (e), in no event will the Bank or any Participant be required to pay any amount to an indemnifying party pursuant to this paragraph (e) the payment of which would place the Bank or such Participant in a less favorable net after-Tax position than the Bank or such Participant would have been in if the indemnification payments or additional amounts giving rise to such had never been paid. This paragra ph will not be construed to require the Bank or any Participant to make available its tax returns (or any other information relating to its taxes which it deems confidential) to the Commission or any other Person. (f) Survival. Without prejudice to the survival of any other agreement of the Commission hereunder, the agreements and oblig ations of the Commission contained in this

18 Section will survive the termination of this Agreement and the Letter of Credit and the payment in full of Bonds and the obligations of the Commission thereunder and hereunder.

Section 2.14 Increased Costs.
(a) Increased Costs Generally. If any Change in Law:
(i) imposes, modifies or deems applicable any reserve, liquidity ratio, special deposit, insurance premium, fe e, financial charge, monetary burden, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of the Bank or any Participant or the Bank’s or any Participant’s holding company, as the case may be, advances, loans or other credit extended or participated in by, the Bank or any Participant or for funding any Drawing under the Letter of Credit or maintaining the Letter of Credit, or complying with any term of this Agreement, or agains t assets held by, or deposits with or for the account of, the Bank or such Participant; (ii) subjects the Bank or any Participant or the Bank’s or any Participant’s holding company, as the case may be, to any Ta x of any kind whatsoever with respect to this Agreement, the Bank Note, the Fee Agreement or the Letter of Credit or changes the basis of taxation of payments to the Bank or such Participant in respect (except for Indemnified Taxes or Other Taxes covere d by Section 2.13 and the imposition or any change in the rate of, any Excluded Tax payable by the Bank or any Participant); (iii) subjects credits or commitments to extend credit extended by the Bank or any Participant or the Bank’s or any Participant’s holding company, as the case may be, to any assessment or other cost imposed by the Federal Deposit Insurance Corporation or any successor thereto; or
(iv) imposes on the Bank or any Participant or the Bank’s or any Participant’s holding company, as the case may be, any othe r condition, cost or expense affecting this Agreement, the Bank Note, the Fee Agreement or the Letter of Credit; and the result of any of the foregoing is to increase the cost to the Bank or such Participant or the Bank’s or any Participant’s holding company, as the case may be, related to funding any Drawing under the Letter of Credit or issuing or maintaining the Letter of Credit or its participation therein, as the case may be, or to redu ce the amount of any sum received or receivable by the Bank or such Participant hereunder, under the Bank No te or under the Fee Agreement (whether of principal, interest or any other amount), then, upon written request of the Bank or such Participant as set forth in paragraph (c) of this Section, the Commission shall promptly pay to the Bank or such Participant, or the Bank’s or any Particip ant’s holding company, as the case may be, such additional amount or amounts as will compensate th e Bank or such Participant, or the Bank’s or any Participant’s holding company, as the case may be, for such additi onal costs incurred or reduction suffered.
(b) Capital Requirements. If the Bank or any Participan t determines that any Change in Law affecting the Bank or such Participant or the Bank’s or such Participant’s parent or holding company, if any, regarding capital or liquidity requirements has or woul d have the effect of reducing the rate of return on the Bank’s or such Participant’s capital or liquidity or on the capital

19 or liquidity of the Bank’s or such Participant’s holding company, if any, as a consequence of this Agreement, the Bank Note, the Fee Agreement or the Letter of Credit, to a level below that which the Bank or such Participant or the Bank’s or such Participant’s parent or holding company could have achieved but for such Change in Law (t aking into consideration the Bank’s or such Participant’s policies and the policies of the Ba nk’s or such Participan t’s parent or holding company with respect to capital adequacy), then from time to time, upon written request of the Bank or such Participant as set forth in paragr aph (c) of this Section, the Commission will pay to the Bank or such Participant such additional amo unt or amounts as will compensate the Bank or such Participant or the Bank’s or such Partic ipant’s parent or holding company for any such reduction suffered. Notwithstanding the foregoing, the amount that any Participant will be entitled to receive under this Section 2.14(b) will in no event exceed the amount that the Bank would have been entitled to receive under this Section 2.14(b) had such Participant’s funding obligation been a direct obligation of the Bank.
(c) Certificates for Reimbursement . A certificate of the Bank or a Participant setting forth the amount or amounts necessary to compensate the Bank or such Participant or the Bank’s or such Participant’s parent or holding company, as the case may be, as specified in paragraph (a) or (b) of this Section and delivered to the Commi ssion, will be conclusive absent manifest error.

The Commission shall pay the Bank or such Participant, as the case may be, the amount shown as due on any such certificate within thirty (30) days after receipt thereof. (d) Delay in Requests . Failure or delay on the part of the Bank or any Participant to demand compensation pursuant to this Section will not constitute a waiver of the Bank’s or such Participant’s right to demand such compensation; provided that the Commission is not required to compensate the Bank or such Participant pursuant to this Section for any increased costs incurred or reductions suffered more than one hundred eighty (180) days prior to the date that the Bank or any Participant, as the case may be, notifies the Commission of the Change in Law giving rise to increased costs or reducti ons, and of the Bank’s or such Participant’s intention to claim therefor (except that (i) if the Change in Law giving rise to such increased costs or reductions is retroactive, then the one hundred eighty day period referred to above will be extended to include the period of retroactive effect thereof and (ii) if the Bank or any such Partic ipant had no actual knowledge of the action resulting in such increased costs as of th e date six months prior to the date of notice to the Commission, then the six-month period referred to above will not apply). (e) Survival. Without prejudice to the survival of any other agreement of the Commission hereunder, the agreements and oblig ations of the Commission contained in this Section will survive the termination of this Agreement and the Letter of Credit and the payment in full of the Bank Note and the obligations of the Commission thereunder and hereunder.

Section 2.15 Margin Regulations. No portion of the proceeds of any Drawing under the Letter of Credit may be used by the Commission (or the Issuing and Paying Agent or any other Person on behalf of the Commission) for the purpose of “purchasing” or “carrying” any margin or used in any manner which might cause the borrowing or the application of such proceeds to violate Regulation U, Regulation T or Re gulation X of the Board of Governors of the Federal Reserve System or any other regulation of said Board of Governors or to violate the Securities Exchange Act of 1934, as amended, in each case as in effect on the date or dates of such Drawings and such use of proceeds.

20 Section 2.16 Maximum Rate; Payment of Fee . Anything in Section 2.3, 2.4 or 2.10 hereof to the contrary notwithst anding, the amount of interest pa yable hereunder for any interest period will not exceed the Maximum Rate. If for any interest period the app licable interest rate exceed the Maximum Rate, then (i) such interest rate will not exceed but will be capped at such Maximum Rate and (ii) in any interest period thereafter that the applicable interest rate is less than Maximum Rate, any Obligation hereunder will bear interest at the Maximum Rate until the earlier of (x) payment to the Bank of an amount equal to the amount which woul d have accrued but for the limitation set forth in this Section and (y) the Term Loan Maturity Date. Upon the Term Loan Maturity Date or, if no Term Loan is or could be outstanding on the Termination Date, the Termination Date, in consideration for the limitation of the rate of interest otherwise payable hereunder, to the extent permitted by Applicable Law, the Commission shall pay to the Bank a fee in an amount equal to the amount which would have accrued but for the limitation set forth in this Section that has not previously been paid to the Bank in accordance with the immediately preceding sentence.

Section 2.17 Security of Obligations . Notwithstanding any other provision of this Agreement or any other Basic Document to the contrary, all obligations to the Bank under this Agreement, including, without limitation, the Bank Note, are limited obligations of the Commission payable solely from the Pledged Reve nues, as provided in th e Issuing and Paying Agent Agreement.

Section 2.18 Commercial Paper Operations.
(a) Issuance Generally. The Commission shall permit Commercial Paper Notes to be issued, and authorize the Issuing and Paying Ag ent to issue Commercial Paper Notes, only in accordance with the terms of the Issuing and Paying Agent Agreement and this Agreement. (b) No-Issuance Notices; Final Drawing Notice. Commercial Paper Notes may be issued from time to time prior to the Stated Expiration Date in accordance herewith and with the Issuing and Paying Agent Agreement so long as (i) the Issuing and Paying Agent is not in receipt of a No-Issuance Notice by the Bank that has not b een rescinded and (ii) the Issuing and Paying Agent is not in receipt of the Final Drawing Notice. The Bank may deliver a No-Issuance Notice at any time when a Default or an Event of Default has occurred and is continuing. The Bank may deliver the Final Drawing Notice at any time when an Event of Default has occurred and is continuing. A No-Issuance Notice or the Final Drawing Notice is effective when received by the Issuing and Paying Agent; provided, however, that a No-Issuance Notice or the Final Drawing Notice received by the Issuing and Paying Agent after 2:00 p.m. on any day on which Commercial Paper Notes are issued will be effective on the next succeeding day. A No-Issuance Notice or the Final Drawing Notice may be gi ven by facsimile or electronic mail transmission, confirmed in writing within 24 hours, but the failure to so confirm such No-Issuance Notice or the Final Drawing Notice in writing will not render such No-Issuance Notice or the Final Drawing Notice ineffective.

The Bank shall furnish a copy of any No-Issuan ce Notice or the Final Drawing Notice to the Commission and the Dealers promptly following delivery thereof to the Issuing and Paying Agent, but the failure to furnish any such copy will not render ineffective such No-Issuance Notice or the Final Drawing Notice.
(c) Reserved.

21 Section 2.19 Method of Payment; Etc . All payments to be made by the Commission under this Agreement, the Bank Note or the Fee Agreement must be made to the Payment Account not later than 4:00 p.m. on the da te when due and must be made in lawful money of the United States of America in freely transferable and immediately available funds. Any payment after such time shall be deemed to be received on the next succeeding Business Day for purposes of calculating any interest payable in respect thereof.

ARTICLE 3

CONDITIONS PRECEDENT
Section 3.1 Conditions Precedent to Effectiveness . As conditions precedent to the obligation of the Bank to issue the Letter of Cr edit, each of the following conditions precedent have been fulfilled to the satisfaction of the Bank and its counsel:
(a) Opinions. The Bank has received (i) an opinion of the City Attorney of the City dated the Closing Date and addressed to the Bank (or on which the Bank may rely) to the effect that (A) the Commission is duly organized and validly existing as a commission of the City pursuant to the Charter with full legal power an d authority to execute this Agreement, the Fee Agreement and other Basic Documents to which it is a party and to issue the Commercial Paper Notes; (B) this Agreement, the Fee Agreement and the other Basic Documents to which it is a party are valid and binding agreements of the Commission enforceable against the Commission in accordance with their respective te rms, subject to bankruptcy, insolvency, moratorium or other laws affecting creditors’ rights, to general principles of equity and to limitations on remedies against public agencies; (C) no authorizati on, approval, consent or or der of any agency or body having jurisdiction over the Commission is require d in connection with the issuance of the Commercial Paper Notes which has not been obtained; (D) the issuance of the Commercial Paper Notes and the execution, delivery and performance of this Agreement, the Fee Agreement and the other Basic Documents to which it is a party do not conflict with any law or material agreements to which the Commission is a party cause a defa ult under any material documents to which the Commission is a party; and (E) no litigation is pending or, to the best knowledge of the City Attorney, threatened against the Commission threatening its existence or power, its ability to issue the Commercial Paper Notes or enter into and perform its obligations under this Agreement, the Fee Agreement and the other Basic Documents to wh ich it is a party or in which a final adverse decision could materially adversely affect the business, operations or financial condition of the Commission, such opinion (or, in lieu thereof, a reliance letter) to be addressed to the Bank, dated the Closing Date and in form and substance satis factory to the Bank; and (ii) an opinion of the Bond Counsel dated the Closing Date and addressed to the Bank (or on which the Bank may rely) to the effect that (1) the Commission is duly organized and validly existing as a commission of the City pursuant to the Charter with full legal power and authority to execute this Agreement, the Fee Agreement and the other Basic Documents and to issue the Commercial Paper Notes; (2) this Agreement, the Fee Agreement and the other Basic Documents are valid and binding agreements of the Commission enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, moratorium or other laws affecting creditors’ rights, to general principles of equity and to limitations on remedies against public agencies and (3) the interest on the Series A-5 Notes is excludable from the gross income of the recipients thereof for Federal income tax purposes and for State of California income tax purposes, as applicable.

22 (b) Documents. The Bank has received executed copies of this Agreement, the Fee Agreement, the City Legislation, each Dealer Agreement, the Resolutions, the Issuing and Paying Agent Agreement and the Bank Note, including all amendments and supplements, if any, to the foregoing, certified by the Secretary of the Commission, the Clerk of the Board or any Authorized Representative of the Board, as applicable, as being in full force and effect on and as of the Closing Date.
(c) Defaults; Representations and Warranties. On and as of the Closing Date, (i) no Default or Event of Default and no default or event of default under any of the other Basic Documents has occurred and is continuing or would occur upon the issuance of the Letter of Credit or the making of any Advance or Term Loan and (ii) the representations of the Commission set forth in Article Four hereof and in each of the other Basic Documents are true and correct in all material respects on and as of the Closing Date with the same force and effect as if made on and as of such date.
(d) No Litigation. No action, suit, investigation or proceeding is pending or, to the knowledge of the Commission, threatened (i) in connection with the Commercial Paper Notes or other Basic Documents or any tran sactions contemplated thereby or hereby or (ii) against the Commission, the result of which could have a material adverse effect on the business or condition (financial or otherwise) of the Commission or its ability to perform its obligations hereunder, under the Fee Agreement or under the Commercial Paper Notes or the other Basic Documents to which it is a party.
(e) No Material Adverse Change. Since the date of the 2025 Audited Financial Statements, (i) no material adverse change has occurred in the status of the business, operations or condition (financial or ot herwise) of the Commission or its ability to perform its obligations hereunder, under the Fee Agreement or under the Commercial Paper Notes or the other Basic Documents to which it is a party and (ii) no law, regulation, ruling or other action (or interpretation or administration thereof) of the United States, the State of California or any political subdivision or authority therein or thereof is in effect or has occurred, the effect of which would be to prevent the Bank from fulfilling its obligations hereunde r or under the Commercial Paper Notes, this Agreement, the Fee Agreement or the other Basic Documents to which it is a party. (f) Certificate. The Bank has received (i) certified c opies of all proceedings of the Commission authorizing the execution, delivery a nd performance of this Agreement, the Fee Agreement, the Bank Note and the other Basi c Documents to which it is a party and the transactions contemplated hereby an d thereby and (ii) a certificate or certificates of one or more Authorized Representatives dated the Closing Date certifying the accuracy of the statements made in Sections 3.1(c), (d) and (e) hereof and further certifying the name, incumbency and signature of each individual authorized to sign this Agreement, the Fee Agreement, the Bank Note, the other Basic Documents to which the Commission is a part y and the other documents or certificates to be delivered by the Commission pursuant hereto or thereto, on which certification the Bank may conclusively rely until a revised certificate is similarly delivered, and that the conditions precedent set forth in this Section 3.1 have been satisfied.

23 (g) Payment of Fees. The Bank has received all fees and expenses due and payable to the Bank or its legal counsel pursuant to th e Fee Agreement or alternative arrangements satisfactory therefor have been made with the Bank.
(h) Financial Statements. The Bank has received the 2025 Audited Financial Statements, internally prepared quarterly budge t reports of the Commission for the most recent quarter end and a copy of the current quarterly budgeting status report, if not previously provided. (i) Offering Memorandum. The Bank has received a copy of the Offering Memorandum.
(j) CUSIP and Rating for Bank Note. The Bank has received written confirmation that (a) a CUSIP number has been obtained from Standa rd and Poor’s CUSIP Services for the Bank Note and (b) the Bank Note (and its CUSIP number) has been as signed a long te rm-rating of at least investment grade from any Rating Agency.
(k) Commercial Paper Notes Rating. The Bank has received written confirmation that the Series A-5 Notes have been rated “P-1” by Moody’s and “A-1” by Standard & Poor’s and that underlying long-term credit ratings assigned to the Commission’s unenhanced Senior Wastewater Bonds are at least “AA-” by Standard & Poor’s and “Aa3” by Moody’s. (l) Other Matters. The Bank has received such othe r statements, certificates, agreements, documents and information with respect to the Commission and matters contemplated by this Agreement as the Bank may have requested.

In addition, (A) the Bank must have made a reasonable determination that, as of the Closing Date, no Law or other action of the United States of America, the State or any other Governmental Authority or any political subdivision or authority therein or thereof is in effect or has occurred, the effect of which would be to prevent the Commission, the Issuing and Paying Agent, the Dealers or the Bank from fulfilling their respective obligations under this Agreement and the other Basic Documents and (B) no material adverse change in the financial condition of the Commission or in the Laws (or their interpretation or administration) currently in effect and applicable to the parties hereto and the transactions cont emplated hereby has occurred as reasonably determined by the Bank. The execution and delivery of this Agreemen t by the Bank signifies its having made such determination.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES
In order to induce the Bank to issue the Letter of Credit, the Commission represents and warrants to the Bank as follows:

Section 4.1 Organization, Powers, Etc . The Commission (a) is a commission of the City and County of San Francisco organized and existing under the Charter; (b) has the full legal right, power and authority to (i) issue and sell the Commercial Paper Notes in accordance with the Issuing and Paying Agent Agreement, (ii) control its properties and to carry on its business as now conducted and as contemplated to be conducted in connection with the issuance of the Commercial

24 Paper Notes and the execution, delivery and performance of its obligations under this Agreement, the Fee Agreement, the Bank Note and the other Basic Documents to which it is a party, (iii) execute, deliver and perform its obligations under the Bank Note, the Fee Agreement, the other Basic Documents to which it is a party and this Agreement and (iv) provide for the security of the Commercial Paper Notes and the Bank Note pursuant to the Charter, the Resolutions, the Issuing and Paying Agent Agreement and this Agreement; and (c) has complied with all Laws in all matters related to such actions of the Commission as are contemplated by this Agreement, the Bank Note, the Fee Agreement and the other Basic Documents to which it is a party.

Section 4.2 Authorization, Absence of Conflicts, Etc . The issuance of the Commercial Paper Notes and the execution, delivery and performance by the Commission of this Agreement, the Bank Note, the Fee Agreement and the other Basic Documents to which it is a party (a) have been duly authorized by all necessary action on the part of the Commission, (b) do not and will not conflict with, or result in a violation of, any Laws, including the Charter, or any order, writ, rule or regulation of any court or governmental agency or instrumentality binding upon or applicable to the Commission which violation would result in a material adverse impact on the Commission and (c) do not and will not conflict with, result in a violation of, or constitute a default under, any resolution, agreement or instrument to which the Commission is a party or by which the Commission or any of its pr operty is bound which, in any case, would result in a material adverse impact on the Commission.

Section 4.3 Binding Obligations; Security for Bank Note. (a) This Agreement, the Fee Agreement, the Bank Note and each of the other Basic Documents to which the Commission is a party, when executed by the parties hereto and thereto, will be valid and binding obligations of the Commission (assuming due authorization and execution by the other parties th ereto) enforceable against the Commission in accordance with their respective terms, except to th e extent, if any, that the enforc eability thereof may be limited by (i) any bankruptcy, insolvency, reorganization, moratorium or other similar law of the State or Federal government affecting the enforcement of creditors’ rights generally heretofore or hereafter enacted, (ii) the fact that enforcement may also be subject to th e exercise of judicial discretion in appropriate cases and (iii) the limitations on legal remedies against public agencies of the State, if any.
(b) The obligations hereunder, under the Fee Agreement and under the Bank Note are obligations secured by a third Lien on, and payable from, the Wastewater Enterprise Revenues and by a first Lien on, and payable fro m, the Pledged Revenues, equall y and ratably with any other series of Commercial Paper Notes secured by and payable from Pledged Revenues and any obligations under any credit or liq uidity facility secured by and payable from Pledged Revenues supporting such other series of commercial pa per notes secured by and payable from Pledged Revenues.
(c) There is no pledge of or Lien on Wastewater Enterprise Revenues that ranks senior to the obligations hereunder, unde r the Fee Agreement, the Bank No te or the Parity Notes other than the Senior Wastewater Bonds issued pursuant to the Wastewater Bonds Indenture, the Parity Loans and the Subordinated Wastewater Bonds i ssued pursuant to any indenture related to Subordinated Wastewater Bonds.

25 (d) The Series A-5 Notes and the obligations of the Commission under this Agreement, the Fee Agreement and the Bank Note are revenue obligations and are not secured by the taxing power of the Commission and are payable as to both principal and interest from, and are secured by a pledge (which pledge will be effected in th e manner and to the extent hereinafter provided) of, Available Wastewater Enterprise Revenues. The Available Wastewater Enterprise Revenues constitute a trust fund for the s ecurity and payment of the interest on a nd principal of the Commercial Paper Notes, including the Series A-5 Notes and the obligations of the Commission under this Agreement, the Fee Ag reement, the Bank Note and al l Parity Debt secured by the Available Wastewater Enterprise Revenues. The pledge of Available Wa stewater Enterprise Revenues herein made shall be irrevocable until all of the Series A-5 Notes and the obligations of the Commission under this Agreement, the Fee Letter, the Bank Note have been paid and retired and any related obligations of the Commission under this Agreement have been satisfied. The Commission will not issue Debt secured by or payable from the Wastewater Enterprise Revenues on a basis that is senior to th e obligations owed to the Bank he reunder, under the Fee Letter, and the Bank Note other than Parity Loans, Senior Wastewater Bonds, and Subordinated Wastewater Bonds.
(e) No Senior State Loan remains unpaid or is otherwise outstanding. No additional Senior State Loans may be issued or incurred.

Section 4.4 Governmental Consent or Approval . No consent, approval, permit, authorization or order of, or registration or filing with, any court or government agency, authority or other instrumentality not already obtained, gi ven or made is required on the part of the Commission for the execution, delivery and perform ance by the Commission of this Agreement, the Bank Note, the Fee Agreement or any other Basic Document to which it is a party. All consents, approvals, permits, authorizations and orders of, and registrations and filings with, any court or governmental public agency, author ity or other instrumentality re quired for the issuance, sale, execution, and performance of this Agreement, th e Fee Agreement, the Bank Note or any other Basic Documents to which it is a party, have been or will be obtained prior to the delivery hereof or thereof.

Section 4.5 Absence of Material Litigation . There is no action, suit, proceeding, or investigation, at law or in equity, before or by any court, arbitrator or governmental or other body or official pending or, to the best knowledg e of the Commission, threatened against the Commission questioning the validity of the Charter, the City Legislation or the Resolutions, or any proceeding taken or to be taken by the Commission in connection with the execution, delivery and performance by the Commission of this Agreement, the Bank Note, the Fee Agreement or any Basic Document to which it is a party, or seeking to prohibit, restrain or enjoin the execution, delivery or performance by the Commission of any of the foregoing, or which, if adversely determined, could reasonably be expected to result in any material adverse change in the financial condition, operations or prospects of the Commission, or wherein an unfavorable decision, ruling or finding would in any way materi ally adversely affect the transa ctions contemplated by this Agreement or any of the other Basic Documents (any such action or proceeding being herein referred to as “Material Litigation”).

Section 4.6 Financial Condition. The audited financial statements of the Commission at and for the period ended June 30, 2025 (the “2025 Audited Financial Statements”), and all other

26 financial statements of the Commission furnished to the Bank were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved and are subject to certification by independent certified public accountants of r ecognized standing or by independent certified public accountants otherwise acceptable to the Bank. The 2025 Audited Financial Statements were prepared by Macias Gini & O’Connell LLP. The data on which such fi nancial statements and budget reports are based were true and correct. The 2025 Audited Financial Statements and the budget reports present fairly the financial positio n of the Commission as of the date they purport to represent and the revenues, expenses and change s in balances and in financial position for the periods then ended. Since June 30, 2025, no material adverse change has occurred in the business, operations or condition (financial or otherwise) of the Commission.

Section 4.7 Incorporation of Representations and Warranties . The representations and warranties of the Commission set forth in the Basic Documents are true and accurate in all material respects on the Closing Date, as fu lly as though made on the Closing Date. The Commission makes, as of the Closing Date, each of such representations and warranties to, and for the benefit of the Bank, as if the same were set forth at length in this Section 4.7 together with all applicable definitions thereto. No amendment, modification or termination of any such representations, warranties or defi nitions contained in the Basic Documents will be effective to amend, modify or terminate the re presentations, warranties and defi nitions incorporated in this Section 4.7 by this reference, without the prior written consent of the Bank.

Section 4.8 Accuracy and Completeness of Information . The Basic Documents and certificates, financial statements, documents and other written information furnished to the Bank by or on behalf of the Commission on or prior to the Closing Date in connection with the transactions contemplated hereby were, as of their respective dates, complete and correct in all material respects to the extent necessary to give the Bank true and accurate knowledge of the subject matter thereof and did not contain any untru e statement of a material fact. To the best knowledge of the Commission, the Offering Memorandum does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under whic h they were made, not misleading; provided, that no representation is made with respect to info rmation included in th e Offering Memorandum concerning (i) the Bank, furnished in writing by the Bank expressly for inclus ion therein, or (ii) DTC, furnished in writing by DTC expressly for inclusion therein.

Section 4.9 No Default.
(a) No Default or Event of Default under this Agreement has occurred and is continuing that is or would, with the passage of time or th e giving of notice, or both, constitute a default by the Commission in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any Basic Document to which it is a party. (b) No “event of default” has occurred and is continuing under any other material mortgage, indenture, contract, agreement or und ertaking to which the Commission is a party or which purports to be binding on the Commission or on any of its property.

Section 4.10
No Proposed Legal Changes. There is no amendment or, to the knowledge of the Commission, proposed amendment to the C onstitution of the State, any State law or the

27 Charter or any administrative interpretation of the Constitution of the State, any State law, or the Charter, any judicial decision interpreting any of the foregoing, the effect of which could reasonably be expected to have a material adverse effect on the Commission’s obligations under this Agreement, the Fee Agreement, the Bank Note or any of the other Basic Documents to which the Commission is a party or the ability of the Commission to perform its obligations in connection herewith or therewith.

Section 4.11 Compliance with Laws, Etc . The Commission is in compliance with the Investment Policy and all Laws applicable to the Commission, non-compliance with which would have a material adverse effect on the security for the Commercial Paper Notes and the obligations under this Agreement, the Fee Agreement and the Bank Note or the validity and enforceability of this Agreement or any other Basic Document to which the Commission is a party. In addition, no plan maintained by the Commission for its employees is subject to the provisions of ERISA, and the Commission is in compliance with all Laws in respect of each such benefit plan.

Section 4.12 Environmental Matters . In the ordinary course of its business, the Commission conducts an ongoing review of Environmental Laws on the business, operations and condition of its property, in the course of which it identifies and evaluates associated liabilities and costs (including, but not limited to, any capital or operating expenditures required for clean-up or closure of properties currently or previously owned or oper ated, any capital or operating expenditures required to achieve or maintain compliance with environmental protection standards imposed by law or as a condition of any license, permit or contract, any re lated constraints on operating activities, including any periodic or permanent shutdown of any facility or reduction in level of or change in the nature of operations conducted thereat and any actual or potential liability to third parties, including empl oyees, and any related costs and expenses). On the basis of such review, the Commission does not believe that Envir onmental Laws are likely to have a material adverse effect on the ability of the Commissi on to make any payments in respect of the Commercial Paper Notes, the Bank Note or any of its obligations hereunder or under the Fee Agreement.

Section 4.13 Tax Status of Interest on Series A-5 Notes. The Commission represents to the Bank that it has not taken any action, and knows of no action that any other Person has taken, which would cause interest on the Subseries A-5 Notes to be includable in the gross income of recipients thereof for Federal income tax purposes or which would cause interest on the Subseries A-5 Notes to be includable in the gross income of the recipients thereof for State of California income tax purposes.

Section 4.14 Issuing and Paying Agent; Dealers. The Commission represents that U.S.

Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) has been duly appointed the Issu ing and Paying Agent for the Commercial Paper Notes and that RBC Capital Markets, LLC,, Mo rgan Stanley & Co. LLC and U.S. Bancorp Investments, Inc., initially, have each been duly a ppointed to serve as Deal ers for the Series A-5 Notes under their respective Dealer Agreement and the applicable Resolutions.

Section 4.15 Regulation U. The Commission is not engaged in the business of extending credit for the purpose of purchas ing or carrying margin stock (within the meaning of Regulation U issued by the Board of Governors of the Federal Reserve System); and no proceeds of the Series

28 A-5 Notes, the Advances or the Term Loans will be used to extend credit to others for the purpose of purchasing or carrying any margin stock.

Section 4.16 Liens. The Issuing and Paying Agent Agreement creates a valid Lien on and pledge of the Pledged Revenues, subject only to the provisions of the Issuing and Paying Agent Agreement permitting the applic ation thereof for purposes and on the terms and conditions set forth therein, and the moneys and other property described in Article VI thereof to provide security for payment of the principal of and interest on the Commercial Paper Notes and the obligations of the Commission under this Agreement, the Fee Agreement and the Bank Note, and no filings, recordings, registrations or other actions are necessary to create or perfect such Lien.

Section 4.17 Sovereign Immunity. The Commission is not entitled to immunity from legal proceedings to enforce this Agreement, the Fee Agreement, the Bank Note, the Commercial Paper Notes or any other Basic Document to which the Commission is a party (including, without limitation, immunity from service of process or immunity from jurisdiction of any court otherwise having jurisdiction) and is subject to claims and suits for damages in connection with its obligations under this Agreement, the Fee Agreement, the Bank Note, the Commercial Paper Notes or any Basic Document to which the Commission is a party.

Section 4.18 City Business Days. Attached to this Agreement as Exhibit C is a complete and accurate list of the days that are legal holid ays of the City for 2026, as well as any other day the City is authorized by law to be closed for official business during 2026.

Section 4.19 Usury. The terms of this Agreement and the Basic Documents to which the Commission is a party regarding the calculation a nd payment of interest and fees do not violate any applicable usury laws.

Section 4.20 Insurance. As of the Closing Date, the Commission maintains such insurance, including self-insurance, as is required by Section 5.1(l) hereof.

Section 4.21 ERISA. The Commission does not maintain or contribute to, and has not maintained or contributed to, any Employee Plan that is subject to Title IV of ERISA.

Section 4.22 Sanctions Concerns and Anti-Corruption Laws. (a) Neither the Commission, nor, to the knowle dge of the Commission, any director, officer, employee, agent, affiliate or representative th ereof, is an individual or entity that is, or is owned or controlled by any individu al or entity that is (i) currently the subject or target of any Sanctions, (ii) included on OFAC’s List of Specially Designated Nationals, HMT’s Consolidated List of Financial Sanctions Targets and the Inve stment Ban List, or any similar list enforced by any other relevant sanctions aut hority or (iii) located, organized or resident in a Designated Jurisdiction.
(b) The Commission has conducted its business in compliance with the United States Foreign Corrupt Practices Act of 1977 and other similar anti-corruption legislation in other jurisdictions, and have instituted and maintained policies and procedures designed to promote and achieve compliance with such laws.

29 Section 4.23 Swap Contracts. The Commission has not entered into any Swap Contract secured by Wastewater Enterprise Revenues (a) wherein any termination payment thereunder is senior to or on a parity with th e payment of the Series A-5 Notes or the Obligations or (b) which requires the Commission to post cash collateral to secure its obligations thereunder.

ARTICLE 5

COVENANTS
Section 5.1 Affirmative Covenants. So long as the Letter of Credit has not expired or terminated or any Obligations remain outstanding under this Agreement, the Fee Agreement or the Bank Note, the Commission shall perform and obse rve the covenants set forth below, unless the Bank otherwise consents in writing:
(a) Accounting and Reports . The Commission shall maintain a standard system of accounting in accordance with GAAP consistently applied and furnish to the Bank:
(i) as soon as practicable and, in any event, within two hundred forty (240) days after the end of each Fiscal Year of the Commission, a balance sheet of the Commission as of the end of such Fiscal Year and statements of income, changes in fund balances and cash flows for the Fiscal Year then ended, all in reasonable detail and prepared in accordance with GAAP consistently applied, accompanied by (A) a report and opinion of the Commission’s independent accountants (which will be of recognized standing or a certified public accountant otherwise accepta ble to the Bank), which report and opinion have been prepared in accordance with ge nerally accepted auditi ng standards and (B) a compliance certificate, substantially in th e form of Exhibit B hereto, signed by a Representative stating that no Event of Default or Default has occurred or if any Event of Default or Default has occurred, specifying the nature of such Event of Default or Default, the period of its existence, the nature and status thereof and any remedial steps taken or to be taken to correct such Event of Default or Default;
(ii) as soon as practicable but , in any event, within ten (10) days after the posting thereof, copies of any prospectus, offi cial statement, offering circular, placement memorandum or similar docum ent, and any supplements thereto and updates and amendments thereof (including any filings made pursuant to Rule 15c2-12 under the Securities Act of 1934, as amended), that th e Commission makes available in connection with the offering for sale of any bonds or notes of which it is the issuer and copies of any other financial reports or other written information distributed generally to holders of bonds or notes issued by the Commission;
(iii) within ten (10) days af ter the publication thereof, a copy of the Annual Budget for the next Fiscal Year and such additional period as may be covered by the Annual Budget, which budget shall include all obligations due hereunder, under the Fee Agreement and under the Bank Note for the next Fiscal Year and such additional period as may be covered by such Annual Budget;

30 (iv) promptly upon learning of any change in the legal holidays of the City or day or days that the City is authorized by law to be closed for official business, as initially listed on Exhibit C attached hereto, written noti ce of such change(s), in the form of an updated complete list, which will replace Exhibit C attached hereto; and (v) with reasonable promptness, such other data regarding the financial position or business of the Commission or its property as the Bank may reasonably request from time to time.

As and to the extent that any financial statem ent, audit report or ot her filing described in this Section 5.1(a) has been filed in accordance with the terms thereof with any nationally recognized municipal securities information repository and with the Municipal Securities Rulemaking Board, or posted to the Commission’s website, as applicable, and the Commission has provided written notice thereof to the Bank, the requirements of Section 5.1(a) hereof with respect thereto will be deemed satisfied.
(b) Access to Records. At any reasonable time and from time to time, during normal business hours and, so long as no Event of Default has occurred and is continuing, on at least five Business Days’ notice, the Commission shall permit the Bank or any of its agents or representatives to visit and inspect any of the properties of the Commission and the other assets of the Commission to examine the books of account of the Commission (and to make copies thereof and extracts therefrom), and to discuss the af fairs, finances and accounts of the Commission with, and to be advised as to the same by, its officers, all at such reasonable times and intervals as the Bank may reasonably request.
(c) Compliance with Documents and Othe r Debt Documents; Operation and Maintenance of Wastewater Enterprise.
(i) The Commission shall perform and comply with each covenant set forth in the Basic Documents and in any other authorizing document that is entered into by the Commission and created subsequent to the Cl osing Date with respect to the Commercial Paper Notes, the Wastewater Bonds Indenture, the Subordinated Wastewater Bonds or any Parity Debt including, without limitation, each line of credit, letter of credit, bond policy, surety bond or other form of credit or liquidity enhancement the Commission may provide in conjunction with the issuance of any Senior Wastewater Bonds, Subordinated Wastewater Bonds or Parity Debt (the foregoing documents (exclusive of the Basic Documents) being referred to herein as “ Other Debt Documents ”). By the terms of this Agreement, the Bank is a third party beneficiar y of the covenants set forth in each of the Basic Documents, including each amendment and supplement thereto, and in each Other Debt Document, and each such covenant, toge ther with the related definitions of terms contained therein, is incorporated by reference in this Section 5.1(c) with the same effect as if it were set forth herein in its entirety . Except as otherwise set forth in paragraph (ii) below and in Section 5.2(a) hereof, the Commission shall not amend, supplement or otherwise modify (or permit a ny of the foregoing), or reques t or agree to any consent or waiver under, or effect or permit the cancellation, acceleration or termination of, or release or permit the release of any collateral held under, any of the Basic Documents or any Other Debt Document in any manner without the prior written consent of the Bank, and the

31 Commission shall take, or cause to be taken, all such actions as may be reasonably requested by the Bank to strictly enforce the ob ligations of the other parties to any of the Basic Documents and any Other Debt Document s, as well as each of the covenants set forth therein. The Commission shall give pr ior written notice to the Bank of any action referred to in this subparagraph (i).
(ii) The Commission covenants that it will maintain and preserve the Enterprise in good repair and working orde r at all times from the Wast ewater Enterprise Revenues available for such purposes, in conformity with standard s customarily followed by municipal sanitary waste and storm water collection, treatment and disposal systems of like size and character. The Commission will from time to time make all necessary and proper repairs, renewals, replacemen ts and substitutions to the properties of the Wastewater Enterprise, so that at all times business car ried on in connection with the Wastewater Enterprise shall and can be properly and advantageously conducted in an efficient manner and at reasonable cost, and will operate the Wastewater Enterprise in an efficient and economical manner and shall not commit or allow any waste with respect to the Wastewater Enterprise.
(d) Defaults. The Commission shall notify the Bank of any Default or Event of Default of which the Commission has knowl edge, as soon as possible and, in any event, within three Business Days of acquiring knowledge thereof, setti ng forth the details of such Default or Event of Default and the action which the Commission has taken and proposes to take with respect thereto.
(e) Compliance with Laws. The Commission shall comply in all material respects with all Laws binding upon or applicable to the Commission (including Environmental Laws) and material to this Agreement, the Fee Agreement, the Bank Note or any other Basic Documents. (f) Reserved.
(g) Use of Proceeds of the Commercial Paper Notes. The Commission shall use the proceeds derived from the sale of the Commercial Paper Notes only for the purposes set forth in the Basic Documents and for such other purpose or purposes as may be approved by the Bank. In addition, the Commission shall not use, nor per mit the use of, the proc eeds of the Commercial Paper Notes or any Drawing to be applied in violati on of Regulation U issu ed by the Board of Governors of the Federal Reserve System.
(h) Litigation Notice. The Commission shall promptly give notice to the Bank of any action, suit or proceeding actually known to it at la w or in equity or by or before any court, governmental instrumentality or other agency wh ich, if adversely determined, would materially impair the ability of the Commission to perform its obligations under the Commercial Paper Notes, the Bank Note, this Agreement, the Fee Agreement or any other Basic Document. (i) Bank Agreements. In the event that the Commission shall enter into or otherwise agree to any amendment, supplement or other modification of any Bank Agreement after the Closing which Bank Agreement contains additional or more restrictive covenants or additional or more restrictive events of defa ult and/or greater rights and re medies (“Improved Provisions,”

32 which for the avoidance of doubt does not include pricing, termination fees and provisions related to interest rates), then the Commission shall provide the Bank with a copy of such Bank Agreement and the Improved Provisions shall automatically be deemed incorporated into this Agreement and the Bank shall have the benefit of Improved Pr ovisions until such time as the Bank Agreement containing such Improved Provisions terminates . Upon the reasonable requ est of the Bank made within thirty (30) days of receipt of any notic e, the Commission shall pr omptly enter into an amendment to this Agreement to include such mo re restrictive or diff erent covenants, more restrictive or different events of default or greater rights or remedies to be effective as of the date of receipt of any notice (provided that the Bank sha ll have the benefit of such more restrictive or different covenants, more restrictive or different events of default or greater rights and remedies as of the effective date of the related Bank Agreement)Further Assurances. The Commission shall execute, acknowledge where appropriate and de liver, and cause to be executed, acknowledged where appropriate and delivered, from time to time , promptly at the request of the Bank, all such instruments and documents as are usual and custom ary or advisable to carry out the intent and purpose of this Agreement, the Bank Note and the other Basic Documents. (j) Notices. The Commission shall promptly furnish, or cause to be furnished, to the Bank (i) notice of the occurrence of any “event of default” under the Issuing and Paying Agent Agreement, any other Basic Document to which it is a party or any other document pursuant to which Wastewater Enterprise Debt is issued, in curred, enhanced or purchas ed, (ii) notice of the failure by any Dealer or the Issuing and Paying Agent to perform any of their respective obligations under the applicable Dealer Agreement or the Issuing and Paying Agent Agreement, as applicable, (iii) copies of any communicati ons received from any taxing au thority, securities regulatory authority or Rating Agency with respect to the Commercial Paper Notes, the transactions contemplated hereby or any ot her Wastewater Enterprise Debt which are not restricted or prohibited from being shared by law or the direction of a cour t of competent jurisdiction or other Governmental Authority or, with respect to Rating Agency reports, confidential draft Rating Agency reports, (iv) notice of any proposed su bstitution of this Agreement, (v) notice of any proposed amendment to the Issuing and Paying Agent Agreement or the Resolutions or any other Basic Document and copies of all such amendments promptly following the execution thereof and (vi) notice of the passage of any state or local La w not of general applicability to all Persons of which the Commission has knowledge, could reasonabl y be expected to have a material adverse effect on the Commission’s ability to perform its obligations under this Agreement or the other Basic Documents or to result in an adverse effect on the enforceability or validity of this Agreement or any of the other Basic Documents.
(k) Maintenance of Insurance. The Commission shall maintain, or cause to be maintained, at all times, insura nce on and with respect to its properties with responsible and insurance companies; provided, however, that the Commission may maintain self-insurance for general liability on its properties not covered by the public entity property insurance program policy, for worker’s compensation and vehicle liab ility and, with the c onsent of the Bank, such other self-insurance as it deems prudent. Such insurance must include casualty, liability and workers’ compensation and be in amounts and w ith deductibles and exclusions customary and reasonable for governmental entities of similar size and with similar operations as the Commission.

The Commission shall, upon request of the Bank, furnish evidence of such insurance to the Bank.

The Commission shall also procure and maintain at all times adequate fidelity insurance or bonds on all officers and employees handling or responsible for any Wastewater Enterprise Revenues or

33 funds of the Wastewater Enterprise, such insurance or bond to be in an aggregate amount at least equal to the maximum amount of such Wastewater Enterprise Revenues or funds at any one time in the custody of all such officers and employees or in the amount of one million dollars whichever is less. The insurance described above may be provided as part of any comprehensive fidelity and other insurance and not separately for the Wastewater Enterprise. (l) Alternate Facility.
(i) The Commission shall use commercially reasonable efforts to obtain an Alternate Facility to replace the Letter of Cr edit (or otherwise refinance the Series A-5 Notes if (A) the Bank decides not to exte nd the Stated Expiration Date pursuant to Section 2.12 hereof, (B) an Event of Defaul t has occurred and is continuing, (C) the Commission terminates the Letter of Credit pursuant to Section 2.7 hereof or (D) the Bank declares amounts due hereunder, under th e Fee Agreement and under the Bank Note immediately become due and payable. The Commission shall not cause an Alternate Facility to become effective with respect to less than all the Series A-5 Notes without the prior written consent of the Bank.
(ii) The Commission agrees that any termina tion of this Agreement as a result of the provision of any Alternate Facility wi ll require, as a condi tion thereto, that the Commission provide funds on the date of such termination, which funds will be sufficient to pay all amounts due to the Bank hereunder and under the Fee Agreement including, but not limited to, the amounts due with respect to the Bank Note together, in each case, with accrued but unpaid interest thereon. On the date of such termination, the Commission shall pay to the Bank an amount equal to the outst anding principal amount, together with any accrued by unpaid interest thereon, of any and all other obligations due and owing under the Fee Agreement.
(m) Preservation of Security. The Commission shall take any and all actions as reasonably requested by the Bank to maintain the security pledged in favor of this Agreement and the Bank Note as described in Section 5.1(o) hereof.
(n) Pledge of Available Wastewater Enterprise Revenues. The Available Wastewater Enterprise Revenues are hereby pledged to the payment of the Series A-5 Notes and the obligations of the Commission under this Agreement, the Fee Agreement and the Bank Note without priority or distinction of one ov er the other. The pledge of Availa ble Wastewater Enterprise Revenues herein made is irrevocable until all of the Series A-5 Notes and the obligations of the Commission under this Agreement, the Fee Agreement, the Bank Note and any Parity Debt secured by Available Wastewater Enterprise Revenues have been paid and retired and any related obligations of the Commission under this Agreement have been satisfied. The Commission will not issue Debt by or payable from the Wastewater Enterprise Revenues on a basis that is senior to the obligations owed to the Bank hereunder, under the Fee Agreemen t and under the Bank Note other than Senior Wastewater Bonds issued pursuant to the Wast ewater Bonds Indenture, Parity Loans and Subordinated Wastewater Bonds issued pursuant to a Subordinated Wastewater Bonds indenture. (o) Available Revenues.

34 (i) Wastewater Enterprise Debt . The Commission covenants to establish, maintain and collect rates and charges with respect to the Wastewater Enterprise sufficient (after giving effect to the expected receipt of refinancing proceeds from the sale of Parity Notes, Senior Wastewater Bonds and Subor dinated Wastewater Bonds) to pay all Commercial Paper Notes, the Bank Note and all other obligations payable from Wastewater Enterprise Revenues.
(ii) Senior Debt.
(A) To the fullest extent permitted by law, the Commission shall establish, fix and prescribe, prior to the commencement of each Fiscal Year, rates, fees and charges in connection with the sa nitary waste and storm water collection, treatment and disposal services and facilities furnished by the Enterprise so as to yield Revenu es at least sufficient, after making reasonable allowances for contingencie s and error in the estimates to pay the following amounts:
(1) the interest on and principa l of the Bonds (as such term is defined in the Wastewater Bonds Indenture) as they become due and payable (but not including any interest moneys for the payment of which have been deposited in the Interest Fund from the proceeds of any series of Bonds or from any other source); (2) all other payments required for compliance with the terms of the Wastewater Bonds Indenture and of any Supplemental Indenture (as defined in the Wastewater Bonds Indenture) providing for the issuance of additional series of Bonds pursuant to Article III of the Wastewater Bonds Indenture;
(3) all other payments to meet any other obligations of the Commission which are charges, liens or encumbrances upon, or payable from, the Revenues; and
(4) all current Operation and Maintenance Costs of the
Enterprise (but not including such Operation and Maintenance Costs of the Enterprise as are scheduled to be paid by the Commission from moneys other than Revenues, such moneys to be clearly available for such purpose).
(B) In addition to the requirement s in subsection (A), to the fullest extent permitted by law, the Commission shall establish, fix and prescribe, prior to the commencement of each Fiscal Year, rates, fees and charges in connection with the sanitary waste and storm water collection, treatment and disposal services and facilities furnished by the Enterprise, which are reasonably expected to be at least sufficient to yield during such Fiscal Year Net Revenues (as such term is defined in the Wastewater Bonds Indenture) (together with any fund balances of the Commission, which are

35 available for Debt Service, but excluding the Bond Reserve Fund) equal to at least 1.25 times Annual Debt Service payable in such Fiscal Year. (C) The Commission may make adjust ments from time to time in such rates, fees and charges and may make such classification thereof as it deems necessary, but shall not reduce such rates, fees and charges below those then in effect unless the Reve nues resulting after such reduced rates are put into effect will at all times be sufficient to meet the requirements of this Section.
(D) So long as the Commission has complied with its obligations described in clause (A) and clause (B) of this Section 5.1(p)(ii), the failure to yield the amount of Revenues as set forth in clause (A) of this Section 5.1(p)(ii), or th e failure of Net Revenu es to equal 1.25x Annual Debt Service as set forth in clause (B) of this Section 5.1(p)(ii) at the end of a Fiscal Year, shall not constitute a default or an Event of Default hereunder so long as the Commission has complied with clause (A) and clause (B) of this Section 5.1(p)(ii) at the commencement of the succeeding Fiscal Year. (p) Budget. The Commission shall include in each annual budget of the Commission amounts reasonably anticipated to be necessary to pay all obligations due to the Bank hereunder, under the Fee Agreement and under the Bank Note . If the amounts so budgeted are not for the payment of the obligations due hereunder, under the Fee Agreement and under the Bank Note, the Commission shall take such action as may be necessary to cause such annual budget to be amended, corrected or augmented so as to includ e therein the amounts required to be paid to the Bank during the course of the Fiscal Year to which such annual budget applies. (q) Payment of Taxes, Etc. The Commission shall pay and discharge, or cause to be paid and discharged, all taxes, assessments a nd other governmental charges which may hereafter be lawfully imposed upon the Commission on account of the Wastewater Enterprise or any portion thereof and which, if unpaid, mi ght impair the security of the Commercial Paper Notes and the obligations of the Commission under this Agreement, the Fee Agreement and the Bank Note when the same become due, but nothing herein contai ned will require the Commission to pay any such assessment or charge so long as it in good faith contests the validity thereof. The Commission shall duly observe and comply with all valid material requirements of any G overnmental Authority relative to the Wastewater Enterprise or any part thereof. (r) Notice of Rating Change. The Commission shall use its best efforts to notify the Bank as soon as practicable of any suspension, reduction or withdr awal in the senior long-term ratings of any Wastewater Enterprise Debt.
(s) Issuing and Paying Agent and Dealer.
(i) The Commission shall at all times maintain a Dealer with respect to the Series A-5 Notes. The Commission shall use it s best efforts at all times to enforce the Dealer Agreement. The Commission agrees to cause the Dealer to use its best efforts to sell the Series A-5 Notes up to the maximum rate applicable to the Series A-5 Notes in order to

36 pay maturing Series A-5 Notes. Each Dealer Agreement shall provide that the related Dealer not resign until the earlier of (i) the appointment of a Dealer which is acceptable to the Bank and such Dealer’s acceptance of such appointment and (ii) the date which is at least sixty days following the receipt by the Commission, the Issuing and Paying Agent and the Bank prior written notice of such resignation.
(ii) On and after the Closing Date, the Commission shall at all times maintain an Issuing and Paying Agent pursuant to th e terms of the Issuing and Paying Agent Agreement. Any successor Issuing and Paying Ag ent (or any parent or affiliate of such Issuing and Paying Agent) shall have capital of not less than $500,000,000, and underlying ratings from Moody’s, S&P and Fi tch of at least “A3” (or its equivalent), “A-” (or its equivalent) and A- (or its equivalent), respectively (unless, in each instance, the Bank in its discretion provides in writing an exception for a particular Issuing and Paying Agent under specified circumstances).
(iii) In no event shall the Commission permit any Dealer other than a Dealer to act as dealer for the Series A-5 Notes. In the event that any material adverse change occurs in the status of the financial condition of any Dealer for the Series A-5 Notes or its ability to perform its obliga tions under the Dealer Agreement to which it is a party, the Commission shall promptly disqualify and, if it desires, replace such Dealer and appoint another Qualified Dealer with respect to the Series A-5 Notes. If any Advance or Term Loan remains outstanding for a period of thir ty (30) consecutive calendar days or any Dealer fails to perform its duties under the De aler Agreement to which it is a party, the Commission shall, at the written direction of the Bank, cause the rela ted Dealer (that has been unable to sell rollover Series A-5 Notes or fails to perform its duties) to be replaced with a Qualified Dealer within thirty (30) calendar days after receipt of such written direction. Any successor (or any parent or affiliate of such Dealer shall have capital of not less than $500,000,000, underlying ratings from Moody’s, S&P and Fitch of at least “A3” (or its equivalent), “A-” its equivalent) and “A -” (or its equivalent), respectively (unless, in each instance, the Bank in its discretion provides in writing an exception for a particular Dealer under specified circumstances).
(t) Maintenance of Ratings on Notes . The Commission shall at all times (i) maintain at least one short-term rating on the Series A-5 Notes by any of Fitch, Moody’s and S&P, (ii) require at least two of Moody’s, Fitch and S&P to maintain a long-term unenhanced debt rating on Senior Wastewater Bonds and (iii ) cause at least one of Moody’s, Fitch and S&P to maintain a long-term rating on the Bank Note.

Section 5.2 Negative Covenants. So long as the Letter of Credit has not expired or terminated or any Obligations remain outstanding under this Agreement, the Fee Agreement or the Bank Note, the Commission shall not, unless the Bank otherwise consents in writing:
(a) Amendments. Subject to Section 5.1(c) hereof , directly or indirectly amend, supplement or terminate any of the Basic Document s or the Wastewater Bonds Indenture, except (i) the Commission may amend or modify, or permit to be amended or modified, any of the Basic Documents (as and to the extent the Commission’s participation is required for such purpose) in a manner (A) not relating to the dutie s, obligations or rights of the Bank under this Agreement and

37 not having a material adverse effect on (x) the ability of the Commission to pay when due the principal of or interest on the Commercial Pape r Notes and the obligations of the Commission under this Agreement, the Fee Agreement and the Bank Note or (y) the security, rights or remedies of the Bank hereunder, under the Bank Note or under any other Basic Document; and (ii) the Commission may amend the Offering Memorandum to update information relating to any entity described other than the Bank. The Commission agrees to deliver to the Bank copies of all such amendments, modification, supplements or other changes at least ten (10) Business Days prior to the effective date of any such amendment, m odification, supplement or other change. The Bank shall, within five (5) Business Days, inform the Commission in writing if, in its reasonable discretion, such amendment, modification, suppleme nt or other change re quires the prior written consent of the Bank in accordance with this Se ction 5.2(a). Notwithstanding the foregoing, the Commission, without the Bank’s prior written consent, may perform ministerial duties, make such provisions for the purpose of cu ring any ambiguity, inconsistenc y or omission, or of curing or correcting any defective provision, as the Commission may deem necessary or desirable, in any case which do not adversely affect the security, rights or remedies of the Bank hereunder, under the Bank Note, or any other Basi c Document and, solely in conn ection with the issuance of additional Debt, issue in strict compliance with the terms of the govern ing documents related thereto.
(b) Merger, Disposition of Assets. Consolidate or merge with or into any Person or lease or otherwise transfer all or substantially all of its assets to any Person. (c) Preservation of Corporate Existence, Etc. Take any action to terminate its existence as a body politic and corporate and a political subdivi sion of the State or its rights and powers as such entity within the State.
(d) Total Outstanding. Permit the aggregate principal amount of all Commercial Paper Notes and the Bank Note outstanding at any time to exceed $1,250,000,000 (except as provided in Section 5.2(f) hereof); or permit the aggregate principal amount of and interest on all Series A-5 Notes outstanding at any time to exceed the Stated Amount at such time. (e) Exempt Status. Take any action, omit to take any action or cause or permit another Person to take any action or omit to take any action, which, if taken or omitted, would adversely affect the excludability of interest on the Comme rcial Paper Notes (other than those issued as Commercial Paper Notes) from the gross income of the holders thereof for purposes of Federal income taxation.
(f) Issue Debt.
(1) Issue any Wastewater Enterprise Debt unless:
(i) such Wastewater Enterprise Debt will not exceed at any time any limitation set forth in the Constitution or other laws of the State, the Charter, the City Legislation, the Resolutions , any other resolutions adopted by the Commission, the Wastewater Bonds Indentur e or any supplement thereto or the Issuing and Paying Agent Agreement;

38 (ii) for any Wastewater Enterprise Debt, both (x) the actual revenues of the Wastewater Enterprise for the most recently completed Fiscal Year and (y) projected revenues for the next three Fiscal Years following the issuance of such additional Wastewater Enterprise Debt are or will be sufficient to satisfy the covenant set forth in Section 5.1(p) hereof;
(iii) the Commission shall not issue any Senior State Loans; (iv) if such Wastewater Enterprise Debt consists of Senior Lien Wastewater Bonds, (1) the ratio of (A) Net Revenues for the most recent Fiscal Year for which audited financial statements ar e available, or any consecutive twelve calendar month period during the eightee n calendar month period prior to the issuance of such additional Senior Lien Wastewater Bonds to (B) Annual Debt Service for the current Fiscal Year, calculated as of the date of sale of, and including such additional Senior Lien Wastewater Bonds will not be less than 1.25:1; or (2) the ratio of (A) Net Revenues projected by the Commission for each of the next three Fiscal Years as determined in S ection 3.05(f)(i) of the Wastewater Bonds Indenture, and including in such projections amounts projected to be received from any adopted rate increases and fund balances of the Commission which are projected to be available for the payment of Debt Service (but excluding the Bond Reserve Fund), to (B) Annual Debt Service in each of such three Fiscal Years, calculated as of the date of sale of and including such additional Senior Lien Wastewater Bonds, will not be less than 1.25:1 in each of such Fiscal Years. (v) Reserved.
(vi) if such Wastewater Enterprise Debt consists of additional Parity Loans, no Event of Default has occurred and is c ontinuing under the Wastewater Bonds Indenture or any Suppl emental Indenture (as defined in the Wastewater Bonds Indenture) (and no event has occurred which, but for the passage of time or the giving of notice, would constitute an Event of Default under the Wastewater Bonds Indenture or any Supplemental Indenture) and the Commission has delivered a Certificate to the Trustee (which the Commission shall also use its best efforts to address such certificate to the Bank) setting forth for the next three Fiscal Years, determined on such date, (i) the Wastewater Enterprise Revenues, Operation and Maintenance Costs of the Wastewater Enterprise and Net Revenues and (ii) the Annual Debt Service (assumi ng the delivery of the Parity Loans), and demonstrating that the estimated Net Revenues (together with any fund balances of the Commission, which are available for De bt Service, but excluding the Bond Reserve Fund), in each of such Fiscal Years is at least equal to 1.25 times the Annual Debt Service in each of such Fiscal Years;
(vii) if such Wastewater Enterprise Debt consists of Commercial Paper Notes or Parity Notes, the aggregate principal amount of such Commercial Paper Notes and Parity Notes and a ny amounts outstanding under the Bank Note and any bank notes related to Parity Notes outstanding does not exceed $1,250,000,000;

39 (viii) the issuance of Parity Debt will not result in the creation of a Lien on the Pledged Revenues that is senior to the Lien securing the Commercial Paper Notes or the obligati ons under this Agreement, th e Fee Agreement, and the Bank Note;
(ix) no Default or Event of Default shall have occurred and be continuing hereunder as a result thereof; and
(x) any Parity Debt shall be issued in compliance with
Section 5.07 of the Issuing and Paying Ag ent Agreement; and in connection with the issuance of any additional Parity Debt, the Commission will provide the Bank certificates demonstrating compliance with the requirements set forth in Section 5.07 of the Issuing and Paying Agent Agreement. (2) The Commission will not issue De bt secured by or payable from the Wastewater Enterprise Revenues on a basis that is senior to the obligations owed to the Bank hereunder, under the Fee Agreement and the Bank Note other than Parity Loans, Senior Lien Wastewater Bonds and Subordinated Wastewater Bonds. (g) Use of Bank’ s Name. Permit the use of the Bank’s name in any official statement or other offering document unless the Bank has appr oved in writing the desc ription of the Bank contained in such document.
(h) Arbitrage Bonds; Tax-Exempt Status of Subseries A-5 Notes. Invest the proceeds of the Tax-Exempt Subseries A-5 Notes in any way that would violate the Code or cause the Tax- Exempt Subseries A-5 Notes to be “arbitrage bonds” or take any action or omit to take any action if such action or omission would adversely affect the exclusion of interest on the Tax-Exempt Subseries A-5 Notes from gross income of the holders thereof for Federal income tax purposes. (i) Swap Contracts. Without the prior written consent of the Bank, enter into any Contract secured by Wastewater Enterprise Re venues (a) wherein any termination payments thereunder are senior to or on parity with the payment of the Commercial Paper Notes or the Obligations or (b) which requires the Commission to post cash collateral to secure its obligations thereunder.
(j) Liens. Create or suffer to exist or permit any Lien on the Pledged Revenues other than the Liens created or permitted by the Issuing and Paying Agent Agreement and Liens that are junior and subordinate to the Lien created by the Issuing and Paying Agent Agreement under such conditions satisfactory to the Bank.
(k) Sovereign Immunity. Assert the defense of any future right of sovereign immunity in a legal proceeding to enforce or collect upon the obligations of the Commission under this Agreement, the Fee Agreement or the Bank Note or the transactions contemplated hereby and thereby.
(l) Maintenance of Available Wastewater Revenues. The Commission shall not within the scope of its powers permit any other public or private corporation, political subdivision, district or agency or any Person whatsoever to construct, operate or maintain, within the City or any part

40 thereof, any system or utility competitive with the Wastewater Enterprise. The Commission shall have in effect, or cause to have in effect, at all times an ordinance or resolution requiring all customers of the Wastewater Enterprise to pay the fees, rates and charge s to the services and facilities furnished by the Wastewater Enterprise. The Commission shall not provide any service of the Wastewater Enterprise free of charge to any Person, except (i) for free by the City and its agencies, (ii) to the extent that any such free us e is required by the terms of any existing contract or agreement and (iii) for incidental insignificant free use so long as such free use does not prevent the Commission from satisfying th e other covenants of this Ag reement, including, without limitation, Section 5.1(p) hereof.
(m) Reserved.
(n) Preservation of Existence, Etc. Take any action pursuant to the Charter to accomplish a merger of the Wastewater Enterprise with any other en tity or enterprise, unless and until the Commission has provided a method for segregating the Wastewater Enterprise Revenues from the revenues of said other entity or enterpri se in a manner that will, or shall otherwise maintain, the Lien on the Available Wastewater Enterprise Revenues for the payment of the Commercial Paper Notes and the Bank Note provided in Section 4.3 hereof and has obtained an opinion of counsel from a firm nati onally recognized in the practice of tax-exempt financing that such merger will not, in and of itself, (i) affect the exclusion from gross income of the interest on the Series A-5 Notes or cause the Lien created by this Agreement to be no longer valid as required by Section 5.1(n) If the Commission does effect such a merger, the Commission shall provide written notice thereof to the Bank and shall deliv er a copy of the aforementioned opinion to the Bank.
(o) Use of Proceeds. Use the proceeds of any credit extension, whethe r directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the Boar d of Governors of the Federal Reserve System) or extend credit to others for th e purpose of purchasing or carryin g margin stock or to refund indebtedness originally incurred for such purpose, in each case in violation of, or for a purpose that violates, or would be inconsistent with, Regulation T, U or X of the Board of Governors of the Federal Reserve System. The Commission shall not use the proceeds of the Commercial Paper or the Bank Note for any purpose other than as provided for in the Resolutions and not in contravention of applicable Law.
(p) Commercial Paper Notes. Permit any Commercial Paper Note issued pursuant to Resolutions or the Issuing and Paying Agent Agreement to mature more than two hundred seventy (270) days after the date of issuance or after the Stated Expiration Date.

ARTICLE 6

DEFAULTS
Section 6.1 Events of Default. If any of the following events occurs, each such event shall be an “Event of Default”:

41 (a) the Commission fails to pay, or cause to be paid, as an d when due, (i) any Reimbursement Obligation or (ii) any Obligati on (other than a Reimbursement Obligation) hereunder or under the Fee Agreement and, in such case, such failure c ontinues for five (5) Business Days;
(b) any representation or warranty made by or on behalf of the Commission in this Agreement or in any other Basic Document or in any certificate or statement delivered hereunder or thereunder is incorrec t or untrue in any material respect wh en made or deemed to have been made or delivered;
(c) the Commission defaults in the due pe rformance or observan ce of any of the covenants set forth in Section 2.15, 5.1(c), 5.1(d), 5.1(g), 5.1(m)(ii), 5.1(o), 5.1(t)(ii),5.1(t)(iii) or

5.2 hereof;
(d) the Commission defaults in the due performance or observance of any term, covenant or agreement contained in this Agreement or any other Basic Document and such default remains unremedied for a period of thirty (30) days after the occurrence thereof. (e) the Commission or the City and County of San Francisco, directly or indirectly, (i) has had entered involuntarily against it an orde r for relief under the United States Bankruptcy Code, as amended, (ii) becomes insolvent or does not pay, or is unable to pay, admits in writing its inability to pay, its debts generally as they be come due, (iii) makes an assignment for the benefit of creditors, (iv) applies for, seeks, consents t o, or acquiesces in, the ap pointment of a receiver, custodian, trustee, examiner, liquidator or similar official for or any substantial part of its Property, (v) institutes any proceeding seeking to have entered against it an order for relief under the United States Bankruptcy Code, as amended, to adjudicate it insolvent or seeking dissolution, winding up, liquidation, reorganization, arrangement, marshalling of assets, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fails to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vi) takes any corporate action in furtherance of any matter described in (i) through (v) above or (vii) fails to c ontest in good faith any appointment or proceeding described in Section 6.1(f) of this Agreement;
(f) a custodian, receiver, trustee, examiner, liq uidator or similar official is appointed for the Commission or the City and County of San Francisco or any substantial part of its Property, or a proceeding described in Section 6.1(e)(v) is instituted against the Commission or the City and County of San Francisco and such proceeding continues undischarged, undismissed and unstayed for a period of thirty (30) days;
(g) a debt moratorium, debt restructuring, debt adjustment or comparable restriction is imposed on the repayment when due and payable of the principal of or interest on any Debt of the Commission by the Commission or any Governmental Authority with appropriate jurisdiction; (h) any material provision of this Agreement, the Charter or any other Basic Document at any time for any reason ceases to be valid and binding on the Commission as a result of any legislative or administrative action by a Governmental Authority with competent jurisdiction or is declared in a final non-appealable judgment by any court of competent jurisdiction to be null and

42 void, invalid or unenforceable, or the validity or enforceability thereof is publicly contested by the Commission, or the Commission publicly contests the validity or enforceability of any obligation to pay Wastewater Enterprise Debt, including, without limitation, the Wastewater Bonds Indenture, or any Authorized Representative publicly repudiates or otherwise denies in writing that it has any further liability or obligation under or with respect to any provision of this Agreement, the Charter, any other Basic Document or any operative document related to Wastewater Enterprise including, without limitation, the Wastewater Bonds Indenture;
(i) dissolution or termination of the existence of the Commission; (j) the Commission (i) defaults on the payment of the principal of or interest on any Wastewater Enterprise Debt beyon d the period of grace, if any, provided in the instrument or agreement under which such Wastewater Enterprise Debt was created or incu rred or (ii) defaults in the observance or performance of any agreem ent or condition relating to any Wastewater Enterprise Debt, including, without limitatio n, any Bank Agreement, or contained in any instrument or agreement evidencing, securing or relating thereto, or any ot her default, event of default or similar event occurs or condition exists, the effect of which default, event of default or similar event or condition is to permit without regard to whether any notice is required) any such Wastewater Enterprise Debt to be come immediately due and payable in full as the result of the acceleration, mandatory redemption or mandatory tender of such Wastewater Enterprise Debt; (k) the Commission (i) defaults on the payment of the principal of or interest on any Debt (other than Wastewater Enterprise Debt) aggregating in excess of $10,000,000 beyond the period of grace, if any, provided in the instrume nt or agreement under which Debt (other than Wastewater Enterprise Debt) was created or incu rred or (ii) defaults in the observance or performance of any agreement or condition relating to any Debt (other than Wastewater Enterprise Debt) aggregating in excess of $10,000,000, or c ontained in any instrument or agreement evidencing, securing or relating th ereto, or any other default, even t of default or similar event occurs or condition exists, the effect of which default, event of default or similar event or condition is to permit (determined without regard to whether any notice is required) any such Debt to become immediately due and payable in full as the result of the accel eration, mandatory redemption or mandatory tender of such Debt (other than Wastewater Enterprise Debt); (l) any final, nonappealable judgment or j udgments, writ or writs or warrant or warrants of attachment, or any similar process or processes, in an aggregate amount not less than $10,000,000 are entered or filed against the Commission or against any of its Property and remain unpaid, unvacated, unbonded and unstayed for a period of sixty (60) days; (m) (i) the Commission shall default in th e due performance or observance of any material term, covenant or agreement contained in any other Basic Document and the same shall not have been cured within any applicable cure period or (ii) any “even t of default” under any other Basic Document (as defined respectively therein) has occurred; (n) a ruling, assessment, notice of deficiency or technical advice by the Internal Revenue Service is rendered to the effect that interest on the Subseries A-5 Notes is includable in the gross income of the holder(s) or owner(s) of such Subserie s A-5 Notes and either (i) the Commission, after it has been notified by the Inte rnal Revenue Service, does not challenge such

43 ruling, assessment, notice or advice in a court of law during the period within which such challenge is permitted or (ii) the Commission challenges such ruling, assessment, or advice and a court of law makes a determination, not subj ect to appeal or review by anot her court of law, that such ruling, assessment, notice or advice is correctly rendered; (o) any of Fitch, Moody’s or S&P (i) downgrad es its long-term ra ting of any Senior Debt of the Commission to below “BBB+” (or its equivalent), “Baa1” (or its equivalent) or “BBB+” (or its equivalent), respectively, or (ii) suspends or withdraws its rating of the same; or (p) the passage of any Law has occurred which could reasonably be expected to have a material adverse effect on the Commission’s ability to perform its obligations under this Agreement or the other Basic Documents or to result in a material adverse effect on the enforceability or validity of this Agreement or any of the other Basic Documents.

Section 6.2 Remedies. Upon the occurrence of any Event of Default the Bank may exercise any one or more of the following rights and remedies in addition to any other remedies herein or by law provided:
(a) declare all Obligations to be immediately due and payable, whereupon the same are immediately due and payable without any furthe r notice of any kind, which notice is waived by the Commission; provided, however, that in the case of an Ev ent of Default described in Section 6.1(e), (f) or (g) hereof, such acceleration will automatically occur (unless such automatic acceleration is waived by the Bank in writing); or
(b) issue a No-Issuance Notice (the effect of which shall be as provided in Section 2.18 of this Agreement), reduce the Stated Amount of the Letter of Credit to the amount of then outstanding Commercial Paper Notes supported by the Letter of Credit plus a corresponding amount of interest coverage, reduce the Stated Amount of the Letter of Credit as the then outstanding Commercial Paper Notes are paid and terminate the Letter of Credit when no Commercial Paper Notes remain outstanding; or
(c) issue the Final Drawing Notice (the effect of which will be to cause the Termination Date of the Letter of Credit to occur on the fifteenth (15) calendar day after the date of receipt thereof by the Issuing and Paying Agent); or
(d) pursue any rights and remedies it may have under the Basic Documents; or (e) pursue any other action available at law or in equity.

Upon the occurrence and during the continuance of an Event of Default, all amounts owing to the Bank hereunder shall bear interest at the Default Rate, payable on demand.

ARTICLE 7

MISCELLANEOUS
Section 7.1 Amendments, Waivers, Etc. No amendment or waiver of any provision of this Agreement, or consent to any departure by the Commission therefrom, will in any event be

44 effective unless the same is in writing and sign ed by the Bank and an Authorized Representative of the Commission, and then such waiver or consent is effective only in the specific instance and for the specific purpose for which it is given.

Section 7.2 Notices. All notices and other communications provided for hereunder shall be in writing (including required copies) and se nt by receipted hand delivery (including Federal Express or other receipted courier service), facsimile transmission or regular mail, as follows:
(a) if to the Commission:

City and County of San Francisco
Public Utilities Commission
Attention: Chief Financial Officer
525 Golden Gate Avenue, 13
th Floor
San Francisco, California 94102
Telephone: (415) 554-3155
Facsimile: (415) 554-3161

with copies to (as it relates to notices and invoices):

City and County of San Francisco
Public Utilities Commission
Attention: Capital Finance Director
525 Golden Gate Avenue, 4th Floor
San Francisco, California 94102
[email protected]
(b) if to the Bank:

Truist Bank
214 N. Tryon St., 33
rd Floor
Charlotte, North Carolina
Attention: Rob Garofalo
Telephone: (980) 515-8292
Email: [email protected]
In the case of communications to the Bank with respect to drawings under the Letter of Credit:

Truist Bank
7701 Airport Center Drive, Suite 2600
Greensboro, North Carolina 27409
Attention: Domestic Letter of Credit Dept.

Email to: [email protected]
In the case of payments to the Bank:

45 Truist Bank
ABA: 053101121
A/C: 5122421114954
Reference: __________
Attn: Standby Letter of Credit Department
or such other account as the Bank may from time to time designate in writing to the Commission.
(c) if to Issuing and Paying Agent:

U.S. Bank Trust Company, National Association
Attention: Denia Larios
100 Wall Street, 16th Floor
New York, New York 10005
Attention: Global Corporate Trust Services
Telephone: (212) 361-6151
Email: [email protected]
(d) if to the Dealers:

At the address, telephone number
and telecopy number set forth in
each Dealer Agreement.
or, as to each Person named above, at such other address or telephone or telecopy number as is designated by such Person in a written notice to the parties hereto. All such notices and other communications will, when delivered, sent by facsimile transmission or mailed, be effective when deposited with the courier, sent by facsimile tr ansmission or mailed, respectively, addressed as aforesaid, except that requests for Drawings s ubmitted to the Bank will not be effective until received by the Bank.

Section 7.3 Survival of Covenants; Successors and Assigns . (a) All covenants, agreements, representations and warranties made herein and in the certificates delivered pursuant hereto will survive the making of any Drawing or Advance here under and will continue in full force and effect until all of the Obligations hereunder are paid in full. Whenever in this Agreement any of the parties hereto is referred to, such refe rence will, subject to the last sentence of this Section, be deemed to include the successors and assigns of such party, and all covenants, promises and agreements by or on behalf of the Commiss ion which are contained in this Agreement will inure to the benefit of the successors and assigns of the Bank. The Commission may not transfer its rights or obligations under th is Agreement without the prior written consent of the Bank. The Bank may transfer or assign some or all of its rights and obligations under this Agreement, the Fee Agreement, the Bank Note and the Letter of Credit with the prior written consent of the Commission (which consent may not be withheld unreasonably), provided that (i) with respect to the Letter of Credit the Commission has received written notice from S&P and at least one other nationally recognized rating agency that the tr ansfer will not cause th e lowering, withdrawal or suspension of any ratings then existing on the Series A-5 Notes, and (ii) the Bank shall be

46 responsible for all costs solely re lating to such transfer or assignment. This Agreement is made solely for the benefit of the Commission and the Bank, and no other Person (including, without limitation, the Issuing a nd Paying Agent, any Dealer or any holder of Commercial Paper Notes) will have any right, benefit or interest under or because of the existence of this Agreement; provided, further, that the Commission’s liability to any Participant will not in any event exceed that liability which the Commission would owe to the Bank but for participation. (b) Notwithstanding the foregoing, the Bank will be permitted to grant to one or more financial institutions (each a “ Participant”) a participation or participat ions in all or any part of the Bank’s rights and benefits and obligations under this Agreement, the Bank Note, the Fee Agreement and the Letter of Credit on a participating basis but not as a party to this Agreement (a “Participation”) without the consent of the Commission. In the event of any such grant by the Bank of a Participation to a Participant, the Bank shall remain responsible for the performance of its obligations hereunder and under the Letter of Credit, and the Commission may continue to deal solely and directly with the Bank in connection with the Ba nk’s rights and obligations under this Agreement, the Fee Agreement, the Bank Note and under the Letter of Credit. The Commission agrees that each Participant will, to the extent of its Participation, be entitled to the benefits of this Agreement as if such Participant were the Bank, provided that no Participant will have the right to declare, or to take actions in response to, an Event of Default under Section 6.1 hereof.

Section 7.4 Unconditional Obligations. The obligations of the Commission under this Agreement and under the Fee Agreement are abso lute, unconditional, irre vocable and payable strictly in accordance with the terms of the Issuing and Paying Agent Agreement, this Agreement, and the other Basic Documents to which the Co mmission is a party, under all circumstances including, without limitation, the following:
(a) any lack of validity or enforceability of this Agreement, the Letter of Credit, the Fee Agreement or the Commercial Paper Notes or any other Basic Document; (b) any amendment or waiver of or any consent to departure from the terms of Issuing and Paying Agent Agreement or all or any of th e other Basic Documents to which Bank has not consented in writing (unless pursuant to Section 5.2(a) hereof such consent is not required); (c) the existence of any claim, counterclaim, set-off, recoupment, defense or other right which any Person may have at any time agai nst the Bank, the Commission, Issuing and Paying Agent, any Dealer or any other Person, whether in connection with this Agreement, the other Basic Documents or any transaction related thereto;
(d) any statement or any other document pres ented under the Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement being untrue or inaccurate in any respect;
(e) payment by the Bank under the Letter of Cred it against presentation of a draft or certificate which does not comply with the terms of the Letter of Credit; and (f) any other circumstances or happening whatsoever, whether or not similar to any of the foregoing.

47 Section 7.5 Liability of Bank; Indemnification.
(a) To the extent permitted by the law of th e State, the Commission assumes all risks of the acts or omissions of the Issuing and Paying Agent with respect to the use of the Letter of Credit and the use of proceeds thereunder; provided that this provision with respect to the Bank is not intended to and will not preclude the Commi ssion from pursuing such rights and remedies as it may have against the Issuing and Paying Agen t under any other agreements. Neither the Bank nor any of its respective officers or directors will be liable or re sponsible for (i) the use of the Letter of Credit, the Drawings or the Advances, the proceeds of the Commercial Paper Notes or the transactions contemplated hereby and by the other Basic Do cuments or for any acts or omissions of the Issuing and Paying Agent or any Dealer, (ii) the va lidity, sufficiency or genuineness of any documents determined in good faith by the Bank to be valid, sufficient or genuine, even if such documents, in fact, prove to be in any or all respects invalid, fraudulent, forged or insufficient, (iii) payment by the Bank against presentation of requests for Drawings or requests which the Bank in good faith has determined to be valid, sufficient or genuine and which subsequently are found not to comply with the terms of this Agreement or (iv) any other circumstances whatsoever in making or failing to make payment hereunder; provided that the Commission is not required to indemnify the Bank for any claims, losses, liabilities, costs or expenses to the extent, but only to the extent, caused by the gross negligence or willful misconduct of the Bank.
(b) To the extent permitted by the law of the State, the Commission indemnifies and holds harmless the Bank from and against any and all direct, as opposed to consequential, claims, damages, losses, liabilities, costs and expenses (i ncluding specifically reasonable attorneys’ fees) which the Bank may incur (or which may be claimed against the Bank by any Person whatsoever) by reason of or in connection w ith (i) the execution and delivery of this Agreement, the Fee Agreement, the Letter of Credit and the transactio ns contemplated hereby or thereby and (ii) any untrue statement or alle ged untrue statement of any material fact contained in the Offering Memorandum prepared and distributed in connec tion with the Commercial Paper Notes or the omission or alleged omission to state therein a material fact necessary to make such statements, in the light of the circumstances under which they are or were made, not misleading; provided that the Commission is not required to indemnify the Bank to the exte nt, but only to the extent, any such claim, damage, liability, cost or expense is caused by the Bank’s willful misconduct or gross negligence. The Bank is expressly authorized and directed to honor any demand for payment which is made under the Letter of Cred it without regard to, and without any duty on its part to inquire into the existence of, any dis putes or controversie s between the Commis sion, any Dealer, the Issuing and Paying Agent or other Person or the re spective rights, duties or liabilities of any of them or whether any facts or occurrences represented in any of the documents presented under the Letter of Credit are true and correct.
(c) To the fullest extent permitted by applicable law, the Commission shall not and hereby waives, any claim against the Bank, on any th eory of liability, for special, indirect, or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or a result of, this Agreement, the Letter of Credit, any other Basic Document or any agreement or instrument contemplated hereby or thereby, the transactions contemplated hereby or thereby or the use of the proceeds thereof.

48 (d) The obligations of the Commission unde r this Section 7.5 will survive the termination of this Agreement.

Section 7.6 Expenses. Upon receipt of a written invoice, the Commission shall promptly pay (i) the reasonable f ees and expenses of counsel to the Bank incurred in connection with the preparation, execution and delivery and ad ministration of this Agreement, the Letter of Credit, the Fee Agreement and the other Basic Docu ments as set forth in the Fee Agreement, (ii) the out-of-pocket expenses of the Bank incurred in connection with the preparation, execution and delivery and administration of this Agreement, the Letter of Credit, the Fee Agreement and other Basic Documents ( provided that such expenses to be paid in connection with the execution and delivery will not exceed the amount specified in the Fee Agreement), (iii) the fees and disbursements of counsel to the Bank with resp ect to advising the Bank as to its rights and responsibilities under this Agreement after the occurrence of an Event of Default and (iv) all costs and expenses, if any, in connection with the administration and enforcement of this Agreement and any other documents which may be delivered in connection here with, including in each case the fees and disbursements of counsel to the Bank. In addition, and notwithstanding the foregoing, the Commission agrees to pay, after the occurrence of an Event of Default, all costs and expenses (including attorneys’ fees and costs of settlement) incurred by the Bank in enforcing any rights or in collecting any payments due from the Commission hereunder by reason of such Event of Default or in connection with any refina ncing or restructuring of the cr edit arrangements provided under this Agreement in the nature of a “workout” or of any insolvency or bankruptcy proceeding. The obligations of the Commission under this Sec tion 7.6 will survive the termination of this Agreement.

Section 7.7 No Waiver; Conflict. Neither any failure nor any delay on the part of the Bank in exercising any right, power or privilege hereunder, nor any course of dealing with respect to any of the same, will operate as a waiver thereo f or preclude any other or further exercise nor will a single or partial exercise thereof, preclude a ny other or further exercise thereof or exercise of any other right, power or privilege. The remedies herein provided are cumulative and not exclusive of any remedies provided by law. To the extent of any conflict between this Agreement and the Letter of Credit and any other Basic Docume nts, this Agreement will control solely as between the Commission and the Bank.

Section 7.8 Modification, Amendment, Waiver, Etc. No modification, amendment or waiver of any provision of this Agreement will be effective unless the same is in writing and signed in accordance with Section 7.1 hereof.

Section 7.9 Dealing with the Commission, the Issuing and Paying Agent and/or the Dealer. The Bank and its affiliates may accept deposits from, extend credit to and generally engage in any kind of banking, trust or other business with the Commission, the Issuing and Paying Agent and/or any Dealer regardless of the capacity of the Bank hereunder.

Section 7.10 Severability. Any provision of this Agreem ent which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability w ithout invalidating the remaining provisions hereof or affecting validity or enforceabilit y of such provision in any other ju risdiction, and all other remaining provisions hereof will be construe d to render them enforceable to the fullest extent permitted by

49 law. The parties shall endeavor in good faith ne gotiations to replace the invalid, illegal or unenforceable provisions with va lid provisions the economic or le gal effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Section 7.11 Counterparts. This Agreement may be executed in two or more counterparts, each of which constitutes an origin al, but when taken together constitute but one agreement, and any of the parties hereto ma y execute this Agreement by signing any such counterpart. This Agreement may be delivered by the exchange of signed signature pages by facsimile transmission or by e-mail with a pdf copy or other rep licating image attached, and any printed or copied version of any signature page so delivered will have the same force and effect as an originally signed version of such signature page.

Section 7.12 Table of Contents; Headings . The table of contents and the section and subsection headings used herein have been inserted for convenience of reference only and do not constitute matters to be considered in interpreting this Agreement.

Section 7.13 Entire Agreement. This Agreement represents the final agreement between the parties hereto with respect to the subject matter hereof and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements of the parties hereto as to such matter.

Section 7.14 Governing Law Waiver of Jury Trial.
(a) THIS AGREEMENT SHALL BE DEEMED TO BE A CONTRACT UNDER,

AND FOR ALL PURPOSES SHALL BE GOVERNED BY , AND CONSTRUED AND

INTERPRETED IN ACCORDANCE WITH, TH E LAWS OF THE STATE OF NEW YORK

WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PROVISIONS (OTHER THAN NEW YORK GENERAL OBLIGATIONS LAWS 5-1401 AND 5-1402); PROVIDED, THAT THE

OBLIGATIONS OF THE COMMISSION HERE UNDER SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA WITHOUT REGARD TO CHOICE OF LAW. (b) TO THE EXTENT PERMITTED BY A PPLICABLE LAW, EACH OF THE

PARTIES HERETO WAIVES ITS RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE

ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, THE BASIC

DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREBY OR

THEREBY , INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW OR STATUTORY CLAIMS. IF AND TO THE

EXTENT THAT THE FOREGOING WAIVER OF THE RIGHT TO A JURY TRIAL IS

UNENFORCEABLE FOR ANY REASON IN SUCH FORUM, EACH OF THE PARTIES

HERETO CONSENTS TO THE ADJUDICATI ON OF ALL CLAIMS PURSUANT TO

REFERENCE AS PROVIDED IN CALIFORNIA CODE OF CIVIL PROCEDURE AND THE

JUDICIAL REFEREE IS EMPOWERED TO HEAR AND DETERMINE ALL MATTERS IN SUCH REFERENCE, WHETHER FACT OR LAW. EACH OF THE PARTIES HERETO

REPRESENTS THAT IT HAS REVIEW ED THIS WAIVER AND CONSENT AND,

FOLLOWING CONSULTATION WITH LE GAL COUNSEL ON SUCH MATTERS,

KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS AND TO JUDICIAL REFERENCE. IN THE EVENT OF LITIGATION, A COPY OF THIS AGREEMENT

MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT TO JUDICIAL

50 REFERENCE UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTION 638 AS PROVIDED HEREIN.
(c) The covenants and waivers made pursuant to this Section 7.14 are irrevocable and unmodifiable, whether in writing or orally, and are applicable to any subsequent amendments, renewals, supplements or modifi cations of this Agreement. In the event of litigation, this Agreement may be filed as a written consent to a trial by the court.

Section 7.15 Governmental Regulations . The Commission shall (a) ensure that no person who owns a controlling interest in or otherwise controls the Commission is or will be listed on the Specially Designated Nationals and Blocked Person List or other similar lists maintained by the Office of Foreign Assets Control (“OF AC”), the Department of the Treasury or included in any Executive Order that prohibits or limits th e Bank from making any advance or extension of credit to the Commission or from otherwise conducting business with the Commission and (b) ensure that proceeds of the Commercial Paper Notes are not used to violate any of the foreign asset control regulations of OFAC or any enabling statute or Executive Order relating thereto. Further, the Commission shall comply, and cause any of its subsidiaries to comply, with all applicable Bank Secrecy Act laws and regulations, as amended.

Section 7.16 USA PATRIOT Act. The Bank notifies the Commission that, pursuant to requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Act”), it is required to obtain, verify and record information that identifies the Commission, which information includes the name and address of the Commission and other information that will allow the Bank to identify the Commission in accordance with the Act. The Commission agrees to provide such documenta ry and other evidence of the Co mmission’s identity as may be requested by the Bank at any time to enable the Ba nk to verify the Commission’s identity or to comply with any applicable law or regulation, including, without limitation, the Act.

Section 7.17 Electronic Transmissions. The Bank is authorized to accept and process amendments, transfers, assignments of proceeds, Drawings, consents, waivers and all documents relating to the Letter of Credit which are sent to the Bank by electronic transmission, including SWIFT, electronic mail, telex, telecopy, c ourier, mail or other computer generated telecommunications and such elec tronic communication will have the same legal effect as if written and will be binding and enforceable against the Commission. The Bank may, but shall not be obligated to, require authenti cation of such electronic transmis sion or that the Bank receives original documents prior to acting on such electronic transmission.

Section 7.18 Assignment to Federal Reserve Bank . The Bank may assign and pledge all or any portion of the obligations owing to it hereunder and under the Bank Note to any Federal Reserve Bank or the United States Treasury as collateral security pursuant to Regulation A of the Board of Governors of the Federal Reserve Syst em and any Operating Circular issued by such Federal Reserve Bank, provided that any payment in respect of such assigned obligations made by the Commission to the Bank in accordance with the terms of this Agreement or the Bank Note will satisfy the Commission’s obligations hereunder and/or the Bank Note in respect of such assigned obligation to the extent of such payment. No such assignment will release the Bank from its obligations hereunder.

51 Section 7.19 City Requirements . The Bank agrees to the City’s requirements, as in Exhibit D attached hereto.

Section 7.20 Arm’s Length Transaction. The transaction described in this Agreement is an arm’s length, commercial transaction between the Commission and the Bank in which: (i) the Bank is acting solely as a principal (i.e., as a lender) and for its own interest; (ii) the Bank is not a municipal advisor or financial advisor to the Commission; (iii) the Bank has no fiduciary duty pursuant to Section 15B of the Securities Exch ange Act of 1934 to the Commission with respect to this transaction and the discussions, undertak ings and procedures leading thereto (irrespective of whether the Bank or any of its affiliates has provided other services or is currently providing other services to the Commission on other matters); (iv) the only obligations the Bank has to the Commission with respect to this transaction are set forth in this Agreement; and (v) the Bank is not recommending that the Commission take an action with respect to the transaction described in this Agreement and the other Basic Documents, and before taking a ny action with respect to this transaction, the Commission should discuss the inform ation contained herein with its own legal, accounting, tax, financial and other advisors, as the Commission deems appropriate.

Section 7.21 Reserved.

Section 7.22 Redaction. In the event the Commission delivers or causes to be delivered to any Dealer for delivery to the Municipal Securities Rulemaking Board, or directly to the Municipal Securities Rulemaking Board, in eith er instance pursuant to Rule G-34 (“CUSIP Numbers, New Issue, and Market Information Requirements”) or any similar rule or regulation, a copy of this Agreement or the Letter of Cred it (including without li mitation any amendments hereto or thereto), the Commission shall only pr ovide or cause to be provided a copy of this Agreement and the Letter of Credit (including without limitation any amendments hereto or thereto), in the forms provided by the Bank, that redacts such conf idential information contained in this Agreement and the Letter of Credit (including without limitation any amendments hereto or thereto) which could be used in a manner, such as any VRDO li quidity bank routing or account numbers, staff names and contact information and fees assessed by the Bank, which redaction is consistent with MSRB Notice 2011-(February 23, 2011) and the Commission shall not provide or cause to be provided a copy of th is Agreement. The Bank shall provide such redacted copies of this Agreement and the Letter of Credit (including without limita tion any amendments hereto or thereto) upon request by the Commission. To the extent requested by any Dealer, the Commission shall cause such Dealer to deliver only redacted copies of this Agreement and the Letter of Credit (including without limitation any amendments here to or thereto), in the forms provided by the Bank, and shall not permit delivery of a copy of th e Fee Agreement, to the Municipal Securities Rulemaking Board pursuant to said Rule G-34 or any similar rule or regulation.

Section 7.23 QFC Provisions. To the extent that the Basic Documents provide support, through a guarantee or otherwise, for any agreemen t or instrument that is a QFC (such support, “QFC Credit Support”, and each such QFC, a “ Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insuranc e Act and Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes ”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notw ithstanding that the Basic Do cuments and any Supported QFC

52 may in fact be stated to be gove rned by the laws of the State of New York and/or of the United States or any other state of the United States):
(a) Acknowledgment Regarding Supported QFCs. In the event a Covered Entity that is party to a Supported QFC ( each, a “ Covered Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under such Supported QFC and such QFC Credit Support and any rights in property secu ring such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Re gime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a pro ceeding under a U.S. Special Resolution Regime, Default Rights under the Basic Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be exercised against such Cove red Party are permitted to be exercised to no greater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Basic Documents were governed by the laws of the United States or a state of the United States.
(b) Limitation on the Exercise of Certain Rights Related to Affiliate Insolvency Proceedings with Respect to Any Supported QFCs . Notwithstanding anythi ng to the contrary in the Basic Documents or any other agreement, bu t without prejudice to the requirements of the preceding paragraph (a), Default Rights under the Basic Documents that might otherwise apply to a Supported QFC or any QFC Credit Support may not be exercised against a Covered Party if such Default Rights are related, directly or indirectly , to a BHC Act Affiliate of such Covered Party becoming subject to Insolvency Proceedings, except to the extent such exercise would be permitted under 12 C.F.R. § 252.84, 12 C.F.R. § 47.5, or 12 C.F.R. § 382.4, as applicable. After a BHC Act Affiliate of a Covered Party has become subject to Insolvency Proceedings , if any party to the Basic Documents, any Supported QFC or any QFC Credit Support seeks to exercise any Default Right against such Covered Party with respect to such Supported QFC or such QFC Credit Support, the party seeking to exercise such Default Right shall have the burden of proof, by clear and convincing evidence, that the exercise of such Default Right is permitted hereunder. [SIGNATURE PAGES FOLLOW]

[Signature Page — Reimbursement Agreement — Series A-5 Notes]

IN WITNESS WHEREOF, the Commission and the Bank have duly executed this Agreement as of the date first written above.

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By:

Name: Dennis J. Herrera
Title: General Manager
APPROVED AS TO FORM:

DA VID CHIU
City Attorney of the City and
County of San Francisco
By: ____________________________
Name: Katherine Thursby Ortega
Title: Deputy City Attorney

ACKNOWLEDGED:

By: ____________________________
Name: Anna Van Degna
Title: Director of Public Finance of the City
and County of San Francisco

TRUIST BANK
By: __________________________________
Name:

Robert Garofalo
Title: Senior Vice President

I-1

APPENDIX I

FORM OF LETTER OF CREDIT
[TO COME]

A-1

EXHIBIT A

FORM OF BANK NOTE

SAN FRANCISCO PUBLIC UTILITIES COMMISSION BANK NOTE
(WASTEWATER SERIES, PROPOSITION E) TRUIST BANK
January 22, 2026 San Francisco, California
$136,250,000
For value received, PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO (the “Commission”) promises to pay to the order of TRUIST BANK (the “Bank”), by wire transfer to the payment account specified in the Agreement referred to below, or such other account as the Bank may specify to the Commission in writing, the principal sum of One Hundred Thirty Six Million Two Hundred Fifty Thousand and No/100 Dollars ($136,250,000) or, if less, the aggregate outstanding principa l amount of the Reimburse ment Obligations from time to time owing to the Bank pursuant to the Reimbursement Ag reement, dated as of January 22, 2026, between the Commission and the Bank (as amended and supplemented from time to time, the “Agreement”), on the dates and in the amounts provided for in the Agreement.

The Commission promises to pay interest on the unpaid principal amount of such Reimbursement Obligations on the dates and at the rates provide d for in the Agreement. All payments of principal and interest must be made in lawful money of the United States of America in immediately available funds. All capitalized terms used herein and not otherwise defined herein have the meanings specified in the Agreement.

This Bank Note is the Bank Note referred to in the Agreement and is entitled to the benefits thereof and of the other Basic Documents referred to therein. As provided in the Agreement, this Bank Note is subject to prepayment, in whole or in part. In case an Event of Default occurs and is continuing, the principal of and accrued interest on this Bank Note may be declared due and payable in the manner and with the effect provided in the Agreement.

The Bank agrees, by acceptance of this Bank No te, that, before disposing of this Bank Note, it will make a notation on the schedule attach ed hereto of all Reimbursement Obligations evidenced hereby and all principal payments and prepayments made hereunder and of the date to which interest hereon has been paid; provided, however, that the failure to make any such notation will not limit or otherwise affect the obliga tion of the Commission hereunder with respect to payments of principal of and interest on this Bank Note.

Notwithstanding any other provision hereof or of the Agreement to the contrary, the obligations of the Commission hereunder are payable from the Pledged Revenues. This Bank Note constitutes a valid and binding obligation of the Commission issued under the Issuing and Paying Agent Agreement and is secured by, and paya ble from, the Pledged Revenues and from the proceeds of subsequent borrowings by the Commission, including but not limited to additional or rollover Commercial Paper Notes authorized thereunder.

A-2

The undersigned maker and all guarantors, endo rsers and pledgors that may exist at any time with respect hereto hereby waive presentment, demand, notice, protest and all other demands and notices in connection with the delivery, acceptance, performance and enforcement of this Bank Note and assent to extensions of the time of payment or forbearance or other indulgence without notice.

THIS BANK NOTE IS GOVERNED BY , AND TO BE CONSTRUED IN

ACCORDANCE WITH, THE LAW OF THE ST ATE OF CALIFORNIA WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PROVISIONS.

[SIGNATURE PAGE TO FOLLOW]

A-3

IN WITNESS WHEREOF, the Public Utilities Commission of the City and County of San Francisco has caused this Bank Note to be signed in its corporate name as an instrument under seal by its duly authorized officer on the date and in the year first above written.

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By:

Name: Dennis J. Herrera
Title: General Manager
Approved as to Form:

DA VID CHIU
City Attorney of the City and
County of San Francisco
By:

Name: Katherine Thursby Ortega
Title: Deputy City Attorney
ACKNOWLEDGED:

By:

Name: Anna Van Degna
Title: Director of Public Finance of the City
and County of San Francisco

A-4

TRANSACTIONS ON BANK NOTE
Date
Principal
Amount of
Reimbursement
Obligation
Amount of
Principal Paid
Date to
Which
Interest Paid
Notation
Made By

B-1

EXHIBIT B

FORM OF COMPLIANCE CERTIFICATE
This Compliance Certificate (this “ Certificate”) is furnished to Truist Bank (the “ Bank”) pursuant to the Reimbursement Agreement, dated as of January 22, 2026 (the “ Agreement”), between the Public Utilities Commission of the City and C ounty of San Francisco (the “Commission”) and Bank. Unless otherwise defined herein, the terms used in this Certificate have the meanings assigned thereto in the Agreement.

THE UNDERSIGNED HEREBY CERTIFIES THAT:

1. I am an Authorized Representative of the Commission;

2. I have reviewed the terms of the Agreement and I have made, or have caused to be made under my supervision, a detailed review of the transactions and conditions of the Commission during the accounting period covered by the attached financial statements;

3. The examinations described in paragra ph 2 did not disclose, and I have no knowledge of, the existence of a ny condition or the occurrence of any event which constitutes a Default or Event of Default during or at the end of the accounting period covered by the attached financial statements or as of the date of this Certificate, except as set forth below; and

4. To the best of my knowledge the financial statements required by Section 5.1(a) of the Agreement and being furnished to you concurrent ly with this certificate fairly represent the consolidated financial condition of the Commission in accordance with GAAP as of the date and for the period covered thereby.

Describe below the exceptions, if any, to paragraph 3 by listing, in detail, the nature of the condition or event, the period during which it has existed and the action which the Commission has taken, is taking, or proposes to take with respect to each such condition or event:

The foregoing certifications and the financial statements delivered with this Certificate in support hereof, are made and delivered this __ day of _________, 20__.

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By:

Name:

Title:

C-1

EXHIBIT C
2026 LIST OF CITY HOLIDAYS
(INCLUDING DAYS CITY IS OFFICIALLY CLOSED)
[To come]

D-1

EXHIBIT D

CITY REQUIREMENTS
Laws Incorporated by Reference . The full text of the laws lis ted in this Exhi bit, including enforcement and penalty provisions, are incorporated by reference in to this Agreement. The full text of the San Francisco Municipal Code provisions incorporated by reference in this Exhibit and elsewhere in the Agreement (“Mandatory City Requirements”) are available at http://www.amlegal.com/codes/client/san-francisco_ca/.

Conflict of Interest . By executing this Agreement, Bank ce rtifies that it does not know of any fact which constitutes a violation of Section 15.103 of the City’s Charter; Article III, Chapter 2 of City’s Campaign and Governmental Conduct C ode; Title 9, Chapter 7 of the California Government Code (Section 87100 et seq .); or Title 1, Division 4, Chapter 1, Article 4 of the California Government Code (Section 1090 et seq.), and further agrees promptly to notify City if it becomes aware of any such fact during the term of this Agreement.

Prohibition on Use of Public Funds for Political Activity . In performing the Services, Bank shall comply with San Francisco Administrat ive Code Chapter 12G, which prohibits funds appropriated by City for this Agreement from being expended to participate in, support, or attempt to influence any political campaign for a candidate or for a ballot measure. Bank is subject to the enforcement and penalty provisions in Chapter 12G.

Limitations on Contributions. By executing this Agreement, Bank acknowledges its obligations under Section 1.126 of the City’s Campaign and Governmental Conduct Code, which prohibits any person who contracts with, or is seeking a contract with, a ny department of City for the rendition of personal services, for the furnishing of any material, supplies or equipment, for the sale or lease of any land or building, for a grant, loan or loan guarantee, or for a development agreement, from making any campaign contribution to (i) a City elected official if the contract must be approved by that official, a board on which that official serves, or the board of a state agency on which an appointee of that official serv es; (ii) a candidate for that City elective office; or (iii) a committee controlled by such elected offi cial or a candidate for that office, at any time from the submission of a proposal fo r the contract until the later of either the termination of negotiations for such contract or twelve (12) months after the date City approves the contract. The prohibition on contributions applies to each prosp ective party to the cont ract; each member of Bank’s board of directors; Bank’s chairperson, chief executive officer, chief financial officer and chief operating officer; any person with an ownershi p interest of more than ten percent (10%) in Bank; any subcontractor listed in the bid or cont ract; and any committee that is sponsored or controlled by Bank. Bank certifies that it has informed each su ch person of the limitation on contributions imposed by Section 1.126 by the time it submitted a proposa l for the contract, and has provided the names of the persons required to be informed to the City department with whom it is contracting.

D-2

Tropical Hardwood and Virgin Redwood Ban. Pursuant to San Francisco Environment Code Section 804(b), City urges Bank not to import, purchase, obtain, or use for any purpose, any tropical hardwood, tropical ha rdwood wood product, virgin re dwood or virgin redwood wood product.

MacBride Principles – Northern Ireland. The provisions of San Francisco Administrative Code Chapter12F are incorporated herein by this reference and made part of this Agreement. By signing this Agreement, Bank confirms that Bank has read and understood that City urges companies doing business in Northern Ireland to resolve employ ment inequities and to abide by the MacBride Principles, and urges San Francisco companies to do business with corporations that abide by the MacBride Principles.

E-1

EXHIBIT E

LIST OF QUALIFIED DEALERS

BANK OF AMERICA MERRILL LYNCH
BARCLAY’S CAPITAL INC.

GOLDMAN SACHS & CO. LLC
J.P. MORGAN SECURITIES LLC

JEFFERIES LLC

LOOP CAPITAL MARKETS LLC
MORGAN STANLEY & CO. LLC
PIPER SANDLER & CO.

RAMIREZ & CO. (SAMUEL A. RAMIREZ & CO., INC.)

RBC CAPITAL MARKETS, LLC
SIEBERT WILLIAMS SHANK & CO., LLC
STIFEL NICOLAS & COMPANY , INC.

TD SECURITIES (USA) LLC
U.S. BANCORP INVESTMENTS, INC. U.S. BANK MUNICIPAL PRODUCTS GROUP (A DIVISION OF U.S. BANK NATIONAL ASSOCIATION)
WELLS FARGO BANK, N.A.

Chapman Draft 12/15/2025
1 IRREVOCABLE TRANSFERABLE LETTER OF CREDIT

TRUIST BANK
7701 Airport Center Drive, Suite 2600 TELEPHONE: (800) 951-7847 Greensboro, North Carolina 27409 FACSIMILE: (336) 605-5830 Attention: Domestic Letter of Credit Dept.

January 22, 2026
U.S. $136,250,000
No. [________]
U.S. Bank Trust Company, National Association,
as Issuing and Paying Agent
100 Wall Street, 16th Floor
New York, New York 10005
Attention: Global Corporate Trust Services
Ladies and Gentlemen:

We hereby establish in your favor as issuing and paying agent (the “ Issuing and Paying Agent”) under that certain Amended and Restated Issuing and Paying Agent Agreement, dated as of January 1, 2026 (as amended, supplemented, restated or otherwise modified from time to time, the “Issuing and Paying Agent Agreement”), between the Public Utilities Commission of the City and County of San Francisco (the “Commission”) and the Issuing and Paying Agent for the benefit of the holders of the Series A-5 Notes (as hereinafter defined) our Irrevocable Transferable Letter of Credit No. [_________] (as amended, supplemented, restated or otherwise modified from time to time, this “Letter of Credit”) for the account of the Commission, whereby we hereby irrevocably authorize you to draw on us from time to time, from and after the date hereof to and including the earliest to occur of our close of business on: (i) January 22, 2029 (as extended from time to time, the “Stated Expiration Date”), (ii) the later of the date on wh ich we receive a written certificate from you in the form of Annex D at tached hereto that an Alternat e Facility has been substituted for this Letter of Credit in accordance with the Issuing and Paying Agent Agreement and the effective date of any such Alternate Facility as specified in such notice (after we honor any properly presented and conforming Drawing (a s defined below) on such date), (iii) the date on which we receive a written certific ate from you in the form of Annex G attached hereto that there are no longer any Series A-5 Notes Outstanding within the meaning of the Issuing and Paying Agent Agreement and that you elect to terminate this Letter of Credit, (iv) the earlier of (a) the fifteenth (15th) calendar day after the date on which you receive notice from us in the form of Annex I (the “Final Drawing Notice”) and (b) the date on which the Drawing resulting from the delivery of the Final Drawing Notice is honored hereunder, an d (v) the date on which we honor the Final Acceleration Drawing (the earliest of the fo regoing dates herein re ferred to as the “ Termination Date”), a maximum aggregate am ount not exceeding $136,250,000 (the “ Original Stated Amount”) to pay the unpaid principal amount of , and accrued interest on, the Commission’s Commercial Paper Notes (Wastewater Series, Proposition E) Series A-5 (comprised of Tax- Chapman Draft 12/15/2025
2 Exempt Subseries A-5 and Taxable S ubseries A-5-T) (together, the “ Series A-5 Notes ”), in accordance with the terms hereof (said $136,250,000 ha ving been calculated to be equal to (A) $125,000,000, the maximum aggregate principal amount of Series A-5 Notes which may be issued pursuant to the Issuing and Paying Agent Agr eement, plus (B) $11,250 ,000 which is 270 days’ accrued interest on said principal amount of the Series A-5 Notes at the rate of 12% per annum (the “Cap Interest Rate”) and assuming a year of 360 days. This credit is available to you against presentation of the following documents (the “Payment Documents”) presented to the Bank:

A certificate (with all blanks appropriately completed) (i) in the form attached as Annex A hereto with respect to the payment at maturity of the principal of and interest at maturity on Series A-5 Notes, (ii) in the form attached as Annex B hereto with respect to the payment at maturity of the principal of and interest to maturity on Series A-5 Notes and that otherwise mature on or after the date that you receive the Final Drawing Notice, each certificate to state therein that it is given by your duly authorized officer and dated the date such certificate is presented hereunder and (iii) in the form of Annex C hereto with respect to a payment of the principal of and intere st due upon acceleration of (x) certain of the Series A-5 Notes in accordance with the I ssuing and Paying Agent Agreement (each an “Acceleration Drawing”) or (y) all outstanding Series A-5 Notes in accordance with the Issuing and Paying Agent Agreement (the “ Final Acceleration Drawing ”) each such completed and executed certificate, a “Drawing”). No Drawings shall be made under this Letter of Credit for (i) Series A-5 Notes registered in the name of the Bank or its nominee or (ii) Series A-5 Notes owned by or on behalf of the Commission (“Ineligible Series A-5 Notes”).

All drawings shall be made by presentation of each Payment Document at Truist Bank, 7701 Airport Center Drive, Suite 2600, Greensboro, North Carolina 27409, Attention: Domestic Letter of Credit Dept. by electronic mail to us at our email address: le [email protected], without further need of documenta tion, including the orig inal of this Letter of Credit, it being understood that each Payment Document so submitted is to be the sole operative instrument of a Drawing. You shall use your best efforts to give telephonic notice of a Drawing to the Bank at (800) 951-7847 on the Business Day preceding the day of such Drawing (but such notice shall not be a condition to drawing hereunder and you shall have no liability for not doing so).

We agree to honor and pay the amount of any Drawing if presented in compliance with all of the terms of this Letter of Credit. If any such Drawing is presented at or prior to 11:00 A.M., New York time, on a Business Day, payment sha ll be made, in immediat ely available funds, by 1:30 P.M., New York time, on the same Business Day. If any such Drawing is presented after 11:00 A.M., New York time, on a Business Day, payment shall be made, in immediately available funds, by 1:30 P.M., New York time, on the next succeeding Business Day. “Business Day” shall mean any day other than (a) a Saturday or Sunday, (b) a day on which banks located in the cities in which the designated office of the Issuing and Paying Agent or the Bank (in itially Greensboro, North Carolina) is located are required or authorized to cl ose, (c) a day on which the New York Stock Exchange is required or authorized to close, or (d) a legal holiday of the City and County of San Francisco (the “ City”) or any other day the City is author ized by law to be closed for official business, as updated by the City and notified to the Issuing and Paying Agent from time to time.

Chapman Draft 12/15/2025
3 Payment under this Letter of Credit shal l be made by the Bank by wire transfer of immediately available funds to U.S. Bank Tr ust Company , ABA No. [insert], Account No. [insert], Attention: [insert] (Tel: [insert]), Email: [insert]. Such account may be changed only by communication to the Bank in a form satisfactory to the Bank specifying a different account with the Issuing and Paying Agent and executed by the Issuing and Paying Agent and authenticated to our satisfaction.

The Stated Amount (as hereinafter defined) of this Letter of Credit will be reduced automatically by the amount of any Drawing here under. In connection ther ewith (except in the case of the Final Acceleration Drawing or a Dr awing resulting from the delivery of the Final Drawing Notice), the Stated Amount will be reinstated when and to the extent, but only when and to the extent, (i) (A) of transfer by you to us on the date such Drawing is honored of proceeds of Commercial Paper Notes issued on such date or (B) you receive written notice from us in the form of Annex K hereto that we have been reimbursed by or on behalf of the Commission for the amount of any Drawing honored hereunder, and (ii) that you have not received notice from us in the form of Annex J hereto (a “No-Issuance Notice”). The Stated Amount under this Letter of Credit will be reduced automatically upon our rece ipt of Annex H to the amount stated in paragraph 2 therein.

Upon our honoring of the Final Ac celeration Drawing, the Stated Amount shall be permanently reduced to zero and the Stated Amount shall no longer be reinstated.

The “Stated Amount” shall mean the Original Stated Amount (i) less the amount of all prior reductions pursuant to Drawings, (ii) less the amount of any reduction thereof pursuant to a reduction certificate in the form of Annex H hereto, (iii) plus the am ount of all reinstatements as above provided.

Prior to the Termination Date, we may extend the Stated Expiration Date from time to time at the request of the Commission by delivering to you an amendment to this Letter of Credit in the form of Annex F hereto designating the date to which the Stated Expiration Date is being extended, and thereafter all references in this Letter of Credit to the Stated Expiration Date shall be deemed to be references to the date designated as such in such notice. Any date to which the Stated Expiration Date has been extended as herein provided may be extended in a like manner.

Upon the Termination Date this Letter of Credit shall automatically terminate.

This Letter of Credit is transferable to a ny transferee whom has succeeded you as Issuing and Paying Agent under the Issuing and Paying Ag ent Agreement, and may be successively transferred in its entirety. Transfer of the ava ilable balance under this Le tter of Credit to such transferee shall be effected by the presentation to us of a Transfer Certificate in the form of Annex E attached hereto signed by the transferor and acknowledged by the transferee (each a “Transfer”) together with the original Letter of Credit.

Communications with respect to this Letter of Credit shall be addressed to us at Truist Bank, 7701 Airport Center Driv e, Suite 2600, Greensboro, North Carolina 27409, Attention:

Domestic Letter of Credit Dept. by email to: [email protected].

To the extent not inconsistent with the expre ss terms hereof, this Letter of Credit shall be governed by, and construed in accordance with, the terms of the International Standby Practices Chapman Draft 12/15/2025
4 1998, International Chamber of Commerce-Publication No. 590 (“ ISP98”). As to matters not governed by the ISP98, this Letter of Credit sh all be governed by and construed in accordance with Article 5 of the Uniform Commercial Code of the State of New York, without regard to conflict of laws.

All payments made by us hereunder shall be made from our funds and not with the funds of any other person.

Chapman Draft 12/15/2025
5 This Letter of Credit sets fo rth in full the terms of our undertaking, and such undertaking shall not in any way be modified or amended by reference to any other document whatsoever.

TRUIST BANK
B y :

Name:

Title:

6 ANNEX A
TO

TRUIST BANK
LETTER OF CREDIT NO.
[_______]

PRINCIPAL AND INTEREST DRAWING CERTIFICATE

PRIOR TO FINAL DRAWING CERTIFICATE
Truist Bank
7701 Airport Center Drive, Suite 2600
Greensboro, North Carolina 27409
Attention: Domestic Letter of Credit Dept.

Email to: [email protected]
Ladies and Gentlemen:

The undersigned individual, a duly au thorized officer of ________ (the “ Beneficiary”), hereby certifies on behalf of the Beneficiary as follows with respect to (i) that certain Irrevocable Transferable Letter of Credit No. [_________] dated January 22, 2026 (as amended, the “Letter of Credit”), issued by Truist Bank (the “Bank”) in favor of the Beneficiar y; (ii) those certain Series A-5 Notes (as defined in the Letter of Credit); and (iii) that certain Issuing and Paying Agent Agreement (as defined in the Letter of Credit):

1. The Beneficiary is the Issuing and Paying Agent (as defined in the Letter of Credit) under the Issuing and Paying Agent Agreement.

2. The Beneficiary is entitled to make this Drawing in the amount of $________ under the Letter of Credit pursuant to the Issuing and Paying Agent Agreement, of which $________ is being drawn with respect to the payment of prin cipal of maturing Series A-5 Notes, other than Ineligible Series A-5 Notes (as defined in the Letter of Credit), and $________ is being drawn in respect of _____ days of interest thereon.

3. The amount of the Drawing is equal to the amount required to be drawn by the Issuing and Paying Agent pursuant to the Issuing and Paying Agent Agreement.

4. The amount of the Drawing made by this Certificate was computed in compliance with the terms of the Issuing and Paying Agent Agreement and does not exceed the Stated Amount (as defined in the Letter of Credit).

5. Payment by the Bank pursuant to this Dr awing shall be made to the Issuing and Paying Agent in accordance with the instructions set forth in the Letter of Credit.

6. Payment by the Bank pursuant to this Drawing should be made to:

7 [Name of bank]
ABA No.:

Account No.:

Account Name:

Attention:

7. Upon receipt by the Beneficiary of the amount demanded hereby, (a) the Beneficiary will deposit the same directly into the Debt Service Account maintained by the Beneficiary pursuant to the Issu ing and Paying Agent Agreement a nd apply the same directly to the payment when due of the principal amount of Series A-5 Notes and the interest amount owing on account of the Series A-5 Note s pursuant to the Issuing and Pa ying Agent Agreement, (b) no portion of said amount will be applied by the Beneficiary for any other purpose, (c) no portion of said amount will be commingled with other funds held by the Beneficiary, except for other funds drawn under the Letter of Credit, and (d) when su ch Series A-5 Notes have been presented for payment and paid by the Beneficiary, the Beneficiary will cancel such matured Series A-5 Notes.

IN WITNESS WHEREOF, this Certificat e has been executed this ________ day of ________, 20__.

as Issuing and Paying Agent
B y :
[Title of Authorized Officer]

8 ANNEX B
TO

TRUIST BANK
LETTER OF CREDIT NO.
[_______]

PRINCIPAL AND INTEREST DRAWING CERTIFICATE

AFTER FINAL DRAWING CERTIFICATE
Truist Bank
7701 Airport Center Drive, Suite 2600
Greensboro, North Carolina 27409
Attention: Domestic Letter of Credit Dept.

Email to: [email protected]
Ladies and Gentlemen:

The undersigned individual, a duly au thorized officer of ________ (the “ Beneficiary”), hereby certifies on behalf of the Beneficiary as follows with respect to (i) that certain Irrevocable Transferable Letter of Credit No. [_________] dated January 22, 2026 (as amended, the “Letter of Credit”), issued by Truist Bank (the “Bank”) in favor of the Beneficiar y; (ii) those certain Series A-5 Notes (as defined in the Letter of Credit); and (iii) that certain Issuing and Paying Agent Agreement (as defined in the Letter of Credit):

1. The Beneficiary is the Issuing and Paying Agent (as defined in the Letter of Credit) under the Issuing and Paying Agent Agreement.

2. The Issuing and Paying Agent has received the Final Drawing Notice.

3. The Beneficiary is entitled to make this Drawing in the amount of $________ under the Letter of Credit pursuant to the Issuing and Paying Agen t Agreement, of which ________ is being drawn with respect to the payment of principal of Series A-5 Notes maturing on or after the Final Drawing Notice, other than Ineligible Series A-5 Notes (as defined in the Letter of Credit), and $________ is being drawn in respect of _____ days of interest thereon.

4. The amount of the Drawing is equal to the amount required to be drawn by the Issuing and Paying Agent pursuant to the Issuing and Paying Agent Agreement.

5. The amount of the drawing made by this Certificate was computed in compliance with the terms of the Issuing and Paying Agent Agreement and does not exceed the Stated Amount (as defined in the Letter of Credit).

6. This Payment Document is being presente d to the Bank on a date which is no later than the fifteenth (15th) calendar day after receipt by the Beneficiary of the Final Drawing Notice.

7. Payment by the Bank pursuant to this Dr awing shall be made to the Issuing and Paying Agent in accordance with the instructions set forth in the Letter of Credit.

9 8. Payment by the Bank pursuant to this Drawing should be made to:
[Name of bank]
A B A N o . :

Account No.:

Account Name:

Attention:

9. Upon receipt by the Beneficiary ________ of the amount demanded hereby, (a) the Beneficiary will deposit the same directly into the Debt Service Account maintained by the Beneficiary pursuant to the Issu ing and Paying Agent Agreement a nd apply the same directly to the payment when due of the principal amount of Series A-5 Notes and the interest amount owing on account of the Series A-5 Note s pursuant to the Issuing and Pa ying Agent Agreement, (b) no portion of said amount will be applied by the Beneficiary for any other purpose, (c) no portion of said amount will be commingled with other funds held by the Beneficiary, except for other funds drawn under the Letter of Credit, and (d) when su ch Series A-5 Notes have been presented for payment and paid by the Beneficiary, the Beneficiary will cancel such matured Series A-5 Notes.

IN WITNESS WHEREOF, this Certificat e has been executed this ________ day of ________, 20__.

as Issuing and Paying Agent
B y
[Title of Authorized Officer]

10 ANNEX C
TO

TRUIST BANK
LETTER OF CREDIT NO.
[________]

PRINCIPAL AND INTEREST DRAWING CERTIFICATE

UPON ACCELERATION
Truist Bank
7701 Airport Center Drive, Suite 2600
Greensboro, North Carolina 27409
Attention: Domestic Letter of Credit Dept.

Email to: [email protected]
Ladies and Gentlemen:

The undersigned individual, a duly au thorized officer of ________ (the “ Beneficiary”), hereby certifies on behalf of the Beneficiary as follows with respect to (i) that certain Irrevocable Transferable Letter of Credit No. [_________] dated January 22, 2026 (as amended, the “Letter of Credit”), issued by Truist Bank (the “Bank”) in favor of the Beneficiar y; (ii) those certain Series A-5 Notes (as defined in the Letter of Credit); and (iii) that certain Issuing and Paying Agent Agreement (as defined in the Letter of Credit):

1. The Beneficiary is the Issuing and Paying Agent (as defined in the Letter of Credit) under the Issuing and Paying Agent Agreement.

2. The Issuing and Paying Ag ent is making this Drawing under the Letter of Credit with respect to a payment of the principal of and interest due upon acceleration of certain of the Series A-5 Notes, which payment is due on ________.

3. The amount of this Drawing is equal to $________ with $________ being drawn in respect of the payment of principal upon acceleration of such Series A-5 Notes and $________ representing ________ days’ interest accrued through the date of acceleration of such Series A-5 Notes.

Such amounts were computed in compliance wi th the terms and cond itions of the Series A-5 Notes and the Issuing and Paying Agent Agr eement. The amount of this Drawing does not exceed the Stated Amount of the Letter of Cred it. The amount requested for payment hereunder has not been and is not the subject of a prior or contemporaneous request for payment under the Letter of Credit.

4. The Series A-5 Notes were authenticated and delivered by us (or a predecessor Issuing and Paying Agent) pursuant to authority under the Issuing and Paying Agent Agreement.

5. Upon receipt by the Issuing and Paying Agent of the amount demanded hereby, (a) the Issuing and Paying Agent will deposit the same directly into the Debt Service Account maintained by the Issuing and Paying Agent pursuant to the Issuing and Paying Agent Agreement

11 and apply the same directly to the payment of the principal upon acceleration of such Series A-5 Notes and the interest accrued thereon through the date of acceleration of such Series A-5 Notes pursuant to the Issuing and Paying Agent Agreement, (b) no portion of said amount will be applied by the Issuing and Paying Agent for any other pur pose, (c) no portion of said amount will be commingled with other funds held by the Issuing and Paying Agent, except for other funds drawn under the Letter of Credit, and (d) when such Seri es A-5 Notes have been presented for payment and paid by the Issuing and Paying Agent, th e Issuing and Paying Agen t will cancel such accelerated Series A-5 Notes.

6. Payment by the Bank pursuant to this Drawing should be made to:
[Name of bank]
A B A N o . :

Account No.:

Account Name:

Attention:

7. [Insert in connection with the acceleration of all outstanding Series A-5 Notes: This Final Acceleration Drawing is presented in conn ection with the accelerat ion of all outstanding Series A-5 Notes and is the Final Acceleration Drawing available under the Letter of Credit.] IN WITNESS WHEREOF, this Certificat e has been executed this ________ day of ________, 20__.

as Issuing and Paying Agent
B y :
[Title of Authorized Officer]

12 ANNEX D
TO

TRUIST BANK
LETTER OF CREDIT NO. [_________]

CERTIFICATE REGARDING ALTERNATE FACILITY
Truist Bank
7701 Airport Center Drive, Suite 2600
Greensboro, North Carolina 27409
Attention: Domestic Letter of Credit Dept.

Email to: [email protected]
Ladies and Gentlemen:

The undersigned individual, a duly au thorized officer of ________ (the “ Beneficiary”), hereby certifies on behalf of the Beneficiary as follows with respect to (i) that certain Irrevocable Transferable Letter of Credit No. [_________] dated January 22, 2026 (as amended, the “Letter of Credit”), issued by Truist Bank (the “Bank”) in favor of the Beneficiar y; (ii) those certain Series A-5 Notes (as defined in the Letter of Credit); and (iii) that certain Issuing and Paying Agent Agreement (as defined in the Letter of Credit):

1. The Beneficiary is the Issuing and Paying Agent (as defined in the Letter of Credit) under the Issuing and Paying Agent Agreement.

4. There will be no further Drawings re quested from the Bank under the Letter of Credit after the Substitution Date.

5. Upon receipt by the Bank of this Certifi cate, the Letter of Cr edit shall terminate with respect to all outstanding Series A-5 Notes, and the Letter of Cred it (and any amendments thereto) is returned to you herewith for cancellation.

6. No payment is demanded of you in connection with this Certificate.

13 IN WITNESS WHEREOF, this Certificat e has been executed this ________ day of ________, 20__.

as Issuing and Paying Agent
B y :
[Title of Authorized Officer]

14 ANNEX E
TO

TRUIST BANK
LETTER OF CREDIT NO. [________]

TRANSFER CERTIFICATE
Truist Bank
7701 Airport Center Drive, Suite 2600
Greensboro, North Carolina 27409
Attention: Domestic Letter of Credit Dept.

Email to: [email protected]
[Date]
Re: Irrevocable Transferable Letter of Credit No. [_________] dated January 22, 2026 We, the undersigned “ Transferor”, hereby irrevocably transfer all of our rights to draw under the above referenced Letter of Credit (as amended, the “Letter of Credit”) in its entirety to:

NAME OF TRANSFEREE

(Print Name and complete address of the Transferee) “Transferee”

ADDRESS OF TRANSFEREE

By its signature below, the Transferee acknowledges that it has duly succeeded the Transferor as Issuing and Paying Agent under the Issuing and Paying Agent Agreement, and agrees

15 to be bound by the terms of the Issuing and Paying Agent Agreement as if it were the original Issuing and Paying Agent thereunder.

The Letter of Credit is returned herewith, and we ask you to endorse the transfer on the reverse thereof and to forward it directly to the Transferee with your customary notice of transfer.

Very truly yours,
[Insert Name of Issuing and Paying Agent], as
Issuing and Paying Agent
B y :
[Insert name and title of authorized officer]

SIGNATURE OF THE ABOVE OFFICER, DULY
AUTHORIZED TO ACT ON BEHALF OF [insert
name of Issuing and Paying Agent],
AUTHENTICATED BY:

B y :

N a m e :

Title:

Acknowledged by
[insert name of Transferee]
as Transferee and successor Issuing and Paying Agent
B y :

Name:

Title:

SIGNATURE OF THE ABOVE OFFICER

DULY AUTHORIZED TO ACT ON BEHALF
OF [insert name of Transferee], AUTHENTICATED BY:

B y :

Name:

Title:

16 ANNEX F
TO

TRUIST BANK
LETTER OF CREDIT NO. [________]

NOTICE OF EXTENSION
________, 20__
[ISSUING AND PAYING AGENT]

Attention:

Ladies and Gentlemen:

This letter shall be attached to the Letter of Credit and made a part thereof.

TRUIST BANK
B y :

N a m e :

Title:

17 ANNEX G
TO

TRUIST BANK
LETTER OF CREDIT NO. [_________]

CERTIFICATE REGARDING NO OUTSTANDING NOTES
Truist Bank
7701 Airport Center Drive, Suite 2600
Greensboro, North Carolina 27409
Attention: Domestic Letter of Credit Dept.

Email to: [email protected]

Ladies and Gentlemen:

The undersigned, a duly authorized officer of ________ [insert name of Issuing and Paying Agent] (the “Beneficiary”), hereby notifies Truist Bank (the “Bank”), with reference to that certain Irrevocable Transferable Letter of Credit N o. [_________] dated January 22, 2026 (as amended, the “Letter of Credit ”; terms defined therein and not otherwise defined herein shall have the meanings set forth in the Letter of Credit) issued by the Bank in favor of the Beneficiary as follows:

1. The Beneficiary is the Issuing and Paying Agent under the Issuing and Paying Agent Agreement for the holders of the Series A-5 Notes.

2. No Series A-5 Notes (other than Series A- 5 Notes with respect to which an Alternate Facility is in effect) remain outstanding under the Issuing and Paying Agent Agreement, nor does the Commission intend to issue any additional Se ries A-5 Notes under the Issuing and Paying Agent Agreement.

4. No payment is demanded of you in connection with this Certificate.

18 IN WITNESS WHEREOF, the Issuing and Paying Agent has executed and delivered this Certificate as of this ______ day of ________, 20__.
[INSERT NAME OF ISSUING AND PAYING
AGENT], as Issuing and Paying Agent
B y
Name:

Title:

19 ANNEX H
TO

TRUIST BANK
LETTER OF CREDIT NO. [_________]

NOTICE OF REDUCTION
Truist Bank
7701 Airport Center Drive, Suite 2600
Greensboro, North Carolina 27409
Attention: Domestic Letter of Credit Dept.

Email to: [email protected]

Ladies and Gentlemen:

1. The Beneficiary is the Issuing and Pa ying Agent under the Amended and Restated Issuing and Paying Agent Agreement for the holders of the Series A-5 Notes.

3. The new Stated Amount of the Le tter of Credit is $________, of which $________ is applicable to principal and $________ is applicable to interest, which amounts are not less than the outstanding principal amount of Series A-5 Notes on the Decrease Date and interest thereon at the Cap Interest Rate for a period of two hundred seventy (270) days, calculated on the basis of a year of 360 days on the Decrease Date.

4. You are required to attach this Notice of Reduction to the Letter of Credit and to treat this Notice of Reduction as an amendment to the Letter of Credit.

20 IN WITNESS WHEREOF, the Issuing and Paying Agent has executed and delivered this Certificate as of this ______ day of ________, 20__.
[INSERT NAME OF ISSUING AND PAYING
AGENT], as Issuing and Paying Agent
B y
Name:

Title:

21 ANNEX I
TO

TRUIST BANK
LETTER OF CREDIT NO. [_________]

FINAL DRAWING NOTICE
[DATE]
[ISSUING AND PAYING AGENT]

Attention:

Ladies and Gentlemen:

Please be advised that:

2. The undersigned instructs th e Issuing and Paying Agent, effective upon receipt of this Final Drawing Notice, to cease issuing Series A-5 Notes.

3. The undersigned hereby notifies you as Issu ing and Paying Agent that (i) effective upon receipt of this Final Drawing Notice, the St ated Amount available to be drawn under the Letter of Credit will not be reinstated in accordan ce with the Letter of Credit, (ii) the Issuing and Paying Agent is instructed to make the final Drawing under the Letter of Credit to provide for the payment of Series A-5 Notes issued in accordance with the Issuing and Paying Agent Agreement which are outstanding and are maturing or are hereaf ter to mature, and (iii) the Termination Date of the Letter of Credit will occur and the Letter of Credit will terminate on the earlier of (a) date which is the fifteenth (15th) calendar day after the date of receipt by the Issuing and Paying Agent of this Final Drawing Notice and (b) the date on which the Drawing resulting from the delivery of this Final Drawing Notice is honored by the undersigned.

22 TRUIST BANK
B y :

N a m e :

Title:

23 ANNEX J
TO

TRUIST BANK
LETTER OF CREDIT NO. [_________]

NO-ISSUANCE NOTICE
[DATE]
[ISSUING AND PAYING AGENT]

Attention:

Ladies and Gentlemen:

Please be advised that:

2. Subject to the following sentence, you sha ll cease authenticating and issuing Series A-5 Notes, as provided in the Issuing and Payi ng Agent Agreement, unless and until we rescind this No-Issuance Notice. If you receive this No-Issuance Notice after 2:00 p.m., New York City time, on a Business Day, you shall cease authenticating Series A-5 Notes on the next Business Day.

3. This No-Issuance Notice will not affect our obligation to honor demands for payment under the Letter of Credit with respect to Series A-5 Notes authenticated and issued prior to your receipt of this No-Issuance Notice (or, as provided in paragraph 2 above, on the same Business Day that you receive this No-Issuance Notice), and you will continue to have the right to draw under the Letter of Credit to pay the principal of and accrued interest on maturing Series A- 5 Notes authenticated and issued prior to your receipt of this No-Issuance Notice (or, as provided in paragraph 2 above, authenticated and issued on the same Business Day that you receive this No- Issuance Notice.

24 TRUIST BANK
B y :

Name:

Title:

25 ANNEX K
TO
TRUIST BANK.

LETTER OF CREDIT NO.
[_______]

NOTICE OF REIMBURSEMENT
[DATE]
[ISSUING AND PAYING AGENT]

Attention:

Ladies and Gentlemen:

Please be advised that:

TRUIST BANK
B y :

N a m e :

Title:

CHAPMAN DRAFT 12/04/2025

FEE AGREEMENT
January 22, 2026
$125,000,000

PUBLIC UTILITIES COMMISSION

OF THE CITY AND COUNTY OF SAN FRANCISCO

COMMERCIAL PAPER NOTES
(WASTEWATER SERIES, PROPOSITION E)
TAX-EXEMPT SUBSERIES A-5
TAXABLE SUBSERIES A-5-T
Reference is hereby made to that certain Re imbursement Agreement dated as of January 22, 2026 (as it may be amended, s upplemented, modified or rest ated from time to time in accordance with its terms, the “Reimbursement Agreement” ), between the P ublic Utilities Commission of the City and C ounty of San Francisco (the “Commission”) and Truist Bank (the “Bank”). Capitalized terms used herein without de finition shall have the meanings assigned to such terms in the Reimbursement Agreement.

The purpose of this Fee Agreement is to c onfirm the agreement between the Commission and the Bank with respect to fees and other amo unts payable to the Bank and to set forth certain other information with respect to the Reimbursement Agreement and Letter of Credit. This is the Fee Agreement referenced in the Reimburseme nt Agreement, and the terms hereof are incorporated by reference into the Reimbursement Agreement as if fully set forth therein.

In consideration for and in order to induce th e Bank to issue the Letter of Credit pursuant to the terms and conditions set forth in the Reimbursement Agreement, the parties hereto agree as follows:
(a) Facility Fee. The Commission agrees to pay to the Bank on April 1, 2026 for the period commencing on the Closing Date and ending on March 31, 2026, and on the first Business Day of each July, October, January and April to occur thereafter, and on the Termination Date (each, a “Quarterly Payment Date” ), a non-refundable fa cility fee (the “Facility Fee” ), which shall be fully earned when due and nonrefundable when paid, computed in arrears (on the basis of a 360 day year for the actual number of days elapsed per quarter) in an amount equal to the product of (x) the Stated Amount of the Letter of Credit (without regard to temporary reductions thereof) for each day during each related period multiplied by (y) the applicable rate per annum specified below based on the Rating (as defined below) corre sponding to the applicab le Level set forth in the pricing matrix below for each day during each related period (the “Facility Fee Rate”):
-2-
Level S&P RATING
MOODY’S
RATING

FACILITY FEE
RATE
Level 1 AA or above Aa2 or above 0.32%
Level 2 AA- Aa3 0.35
Level 3 A+ A1 0.40
Level 4 A A2 0.45
Level 5 A- A3 0.50
Level 6 BBB+ Baa1 0.75
Level 7 BBB Baa2 1.00
Level 8 BBB- Baa3 1.25

The term “Rating” as used above shall mean the long-term unenhanced credit ratings assigned by any Rating Agen cy to any Senior Debt; provided, however, that if the long term unenhanced credit ratings assigned by any Rating Agency to any Senior Debt appear in more than one rating level, the term “Ra ting” as used above shall mean the lowest of the long-term unenhanced credit ratings assigned by any Rating Agency to any Senior Debt (for the avoidance of doubt, Level 8 is the Level with the lowest Ratings, and Level 1 is the Level with the highest Ratings for purposes of the pricing matrix above). The Commission acknowledges, and the Bank agrees, that as of the Closing Date the Facility Fee Rate is th at specified above for Level 1. Any change in the Facility Fee Rate resulting from a change in a Rating shall be and become effective as of and on the date of the a nnouncement of the change in such Rating. References to ratings above are references to rating categories as now determined by the Rating Agencies, and, in the event of adoption of any new or changed rati ng system by any such Rating Agency, including, without limitation, any recalibrati on or realignment of the long term unenhanced credit ratings assigned by any Rating Agency to any Senior Debt in connection with the adoption of a “global” rating scale, each of the ratings from the Rating Ag ency in question referred to above shall be deemed to refer to the rati ng category under the new rating system which most closely approximates the applicable rating category as currently in effect. In the event that either (i) any long-term unenhanced credit ratings assigned by any Rating Agency to any Senior Debt is suspended, withdrawn or otherw ise unavailable from any Rating Agency (for credit-related reasons), or reduced below “Baa3” (or its equi valent) by Moody’s or “BBB-” (or its equivalent) or by S&P, or (ii) upon the occurrence and during the continuance of an Event of Default, then the Facility Fee Rate otherwise in effect shall be immediately and without notice equal 2.25% per annum. The Facility Fees shall be pa yable in arrears as provided in this Paragraph (a), together with interest on the Facility Fees from the date payment is due until payment in full at the Default Rate, payable by the Commission on demand and calculated as provided in this Paragraph (a).

In connection with the Facility Fees payable pursuant to this paragraph (a), the Commission shall have 30 days from receipt of an invoice to make payment thereof. (b) Drawing Fee. Upon each drawing under the Letter of Credit, the Commission agrees to pay to the Bank a Letter of Credit drawing fee of $250, payable without any requirement of notice or demand by the Bank on the day on which such drawing is paid by the Bank. -3-

(c) Termination Fee. If the Letter of Credit is terminat ed or is replaced, or the Stated Amount of the Letter of Credit is permanently reduced to zero, prior to the one (1) year anniversary of the Closing Date, the Commission shall pay to the Bank, upon such termination, replacement or reduction, a termination fee equal to the product of (i) the Facility Fee Rate in effect as of the date of such termination, repl acement or reduction, (ii) the Stated Amount (without taking into account any Unpaid Drawing) as of the date of the issuance of th e Letter of Credit, and (iii) a fraction, the numerator of which is equal to the number of days from and including the date of such termination, replacement or reduction to and including the one (1) year anniversary of the Closing Date, and the denominator of which is 360, and shall al so pay to the Bank, upon such termination, replacement or reduction, all other fees, expenses and other obligations payable hereunder and under the Reimbursement Agreement, including, without lim itation, all principal and accrued interest owing on the Bank Note; All payments from the Commission to the Bank referred to in this paragraph (d) shall be made with immediately available funds. (d) Expenses. On the date of issuance of the Letter of Credit, the Commission agrees to pay to the Bank an issuance fee of $350.00 and a courier fee of $30.00. The Commission shall within thirty (30) days of the date of issuance of the Letter of Credit, pay all of the Bank’s out-of- pocket expenses and the reasonable fees and expenses of counse l for the Bank (in an amount not to exceed $50,000), plus disbursements, in connection with the execution and delivery of the Agreement and this Fee Letter. At the Bank’s request, the Commission will pay to the Bank a fee of $2,500 (i) on the date of any amendment to the Reimbursement Agreement, the Letter of Credit or this Fee Agreement, (ii) on the date of each transfer of the Letter of Credit to a successor beneficiary or (iii) the date on which the Bank executes a consent or waiver. The Commission also shall pay or reimburse the Bank’s reasonable attorney’s fees and expenses incurred in connection with any amendment or the granting by the Bank of any such waivers and consents. (e) No amendment or waiver of any provisi on of this Fee Agreement, or consent to any departure by the Commission therefrom, shall in any event be effective unless the same shall be in writing and signed by the Bank and an Authorized Representative of the Commission, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Neither any failure nor any delay on the part of the Bank in exercising any right, power or privilege hereunder, nor any course of dealing with respect to any of the same, shall operate as a waiver thereof, pr eclude any other or further exerci se thereof nor sh all a single or partial exercise thereof preclude any other or furthe r exercise thereof or the exercise of any other right, power, or privilege. The remedies herein provided are cumulative, and not exclusive of any remedies provided by law. To the extent of any conflict between this Fee Agreement, the Reimbursement Agreement, the Letter of Credit, and any other Basic Documents, with respect to the subject matter hereof, this Fee Agreement shall control solely as between the Commission and the Bank.
(f) Any provision of this Fee Agreement wh ich is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to th e extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction, and all other remaining provisions hereof -4-
will be construed to render them enforceable to the fullest extent permitted by law. The parties shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.
(g) T HIS FEE AGREEMENT SHALL BE GOVERNED BY , AND CONSTRUED IN ACCORDANCE

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

CONSTRUED IN ACCORDANCE WITH , THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO CONFLICTS OF LAWS PROVISIONS . THIS FEE AGREEMENT IS SUBJECT TO SECTION 7.14 OF THE REIMBURSEMENT AGREEMENT.
(h) This Fee Agreement may be executed in two or more counterparts, each of which shall constitute an original, but when taken together shall constitute but one agreement and any of the parties hereto may execute this Fee Agreement by signing any such counterpart. This Fee Agreement may be delivered by the exchange of signed signature pages by facsimile transmission or by attaching a pdf copy or other replicating image to an email, and any printed or copied version of any signature page so delivered shall have the same force and e ffect as an originally signed version of such signature page.
(i) This Fee Agreement represents the fina l agreement between the parties hereto with respect to the subject matter hereof and may not be contradi cted by evidence of prior, contemporaneous, or subsequent oral agreements of the parties hereto as to such subject matter. (j) This Fee Agreement and the Reimburseme nt Agreement shall be construed as one agreement between the Commission and the Bank and shall be governed by the provisions of the Reimbursement Agreement.
(k) Unless required by law, the Commission sh all not deliver or pe rmit, authorize or consent to the delivery of this Fee Agreement to any Person for delivery to the Municipal Securities Rulemaking Board unless the Bank provides its prior written consent.

[The remainder of this page intentionally left blank]

[Signature Page to Fee Agreement (Wastewater Series)
Tax Exempt Subseries A-5 and Taxable Subseries A-5-T]
IN WITNESS WHEREOF, the parties hereto have caused this Fee Agreement to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first above written.

PUBLIC UTILITIES COMMISSION OF THE CITY AND

COUNTY OF SAN FRANCISCO
By: ____________________________________
Name: Dennis J. Herrera
Title: General Manager
A
PPROVED AS TO FORM:

DAVID CHIU

CITY ATTORNEY OF THE CITY AND COUNTY OF

SAN FRANCISCO
By: _________________________________
Name: Katherine Thursby Ortega
Title: Deputy City Attorney
ACKNOWLEDGED:

ANNA VAN DEGNA

DIRECTOR OF PUBLIC FINANCE OF THE CITY

AND COUNTY OF SAN FRANCISCO
By: _________________________________
Name: Anna Van Degna
Title: Director of Public Finance of the
City and County of San Francisco

[Signature Page to Fee Agreement (Wastewater Series)
Tax Exempt Subseries A-5 and Taxable Subseries A-5-T]

TRUIST BANK
By: ____________________________________
Name: Robert Garofalo
Title: Senior Vice President

4898-0945-2149.5

AMENDED AND RESTATED ISSUING AND PAYING AGENT AGREEMENT Dated as of January 1, 2026
by and between

PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY

OF SAN FRANCISCO
and
U.S. BANK TRUST COMPANY , NATIONAL ASSOCIATION,
as Issuing and Paying Agent
Relating to

PUBLIC UTILITIES COMMISSION

OF THE CITY AND COUNTY OF SAN FRANCISCO

COMMERCIAL PAPER NOTES
(WASTEWATER SERIES, PROPOSITION E)
TAX-EXEMPT SUBSERIES A-[3/5]
TAXABLE SUBSERIES A-[3/5]-T

Table of Contents

Page

4898-0945-2149.5

ARTICLE I

DEFINITIONS
Section 1.01. Definitions...................................................................................................... .. 3 Section 1.02. Interpretation .................................................................................................. 14 Section 1.03. Agreement to Constitute Contract ................................................................. 15

ARTICLE II
GENERAL AUTHORIZATION AND ISSUANCE; THE COMMERCIAL PAPER NOTES Section 2.01. Authorized Amount of Commercial Paper Notes; Terms and Description of Commercial Paper Notes ....................................................... 15 Section 2.02. Payment.......................................................................................................... 16 Section 2.03. Authentication of Commercial Paper Notes .................................................. 17 Section 2.04. Form of Comme rcial Paper Notes and Authentication Certificate ................ 18 Section 2.05. Book-Entry System ........................................................................................ 18 Section 2.06. Conditions Precedent to Delivery of Commercial Paper Notes ..................... 20 Section 2.07. Commercial Paper Notes ............................................................................... 23 Section 2.08. Mutilated, Lost, Stolen or Destroyed Commercial Paper Notes .................... 23 Section 2.09. Surrender of Co mmercial Paper Notes .......................................................... 24 Section 2.10. Execution and Authentica tion of Commercial Paper Notes .......................... 24 Section 2.11. Temporary Co mmercial Paper Notes ............................................................. 24 Section 2.12. Non-Presentment of Commerc ial Paper Notes; Unclaimed Money .............. 25 Section 2.13. SPANS Online ............................................................................................... 26

ARTICLE III
FUNDS AND ACCOUNTS; APPLICATION OF NOTE PROCEEDS
Section 3.01. Establishment and Desi gnation of Funds and Accounts ................................ 26 Section 3.02. Deposit of Proceeds of Commercial Paper Notes .......................................... 27 Section 3.03. Application of M oneys in Construction Fund ............................................... 27 Section 3.04. Deposits Into and Uses of the Debt Service Account and the Bank Payment Account ........................................................................................... 27 Section 3.05. Drawings Under the Letter of Credit ............................................................. 28 Section 3.06. Investments Authorized ................................................................................. 29 Section 3.07. Moneys Remaining in Funds and Accounts .................................................. 29

ARTICLE IV

THE BANK NOTES
Section 4.01. Authorization and Terms of Bank Notes ....................................................... 29 Section 4.02. Form of Bank Notes and Authentication Certificate ..................................... 29 Section 4.03. No Transfers of Bank Notes .......................................................................... 30 Section 4.04. Deposits of Available Wastew ater Enterprise Revenues in Bank Note Debt Service Account .................................................................................... 30 Table of Contents
(continued)
Page

ii
4898-0945-2149.5

ARTICLE V
COVENANTS; REPRESENTATIONS
Section 5.01. No Arbitrage .................................................................................................. 3 0 Section 5.02. Rebate to United States .................................................................................. 31 Section 5.03. Tax Covenant ................................................................................................. 32 Section 5.04. Taxable Comme rcial Paper Notes ................................................................. 32 Section 5.05. Letter of Credit ............................................................................................... 32 Section 5.06. Amounts of Rates and Charges ...................................................................... 32 Section 5.07. Limitation on Additional Debt ....................................................................... 32 Section 5.08. Financial Statements ...................................................................................... 32

ARTICLE VI
PLEDGE OF AVAILABLE REVENUES; LIMITED LIABILITY OF THE COMMISSION Section 6.01. Available Wastewater Enterprise Revenues .................................................. 33 Section 6.02. Limited Obligations ....................................................................................... 33

ARTICLE VII
ISSUING AND PAYING AGENT; DEALER
Section 7.01. Appointment of Issuing and Paying Agent .................................................... 34 Section 7.02. Reports, Records and Accounts ..................................................................... 34 Section 7.03. Duties .......................................................................................................... ... 34 Section 7.04. Compensation ................................................................................................ 35 Section 7.05. Liability; Indemnification .............................................................................. 35 Section 7.06. Additional Information .................................................................................. 37 Section 7.07. Resignation and Replacement of Issuing and Paying Agent ......................... 37 Section 7.08. Dealers ......................................................................................................... .. 38 Section 7.09. Compliance with City Requirements ............................................................. 38

ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES OF COMMERCIAL PAPER NOTEHOLDERS Section 8.01. Events of Default ........................................................................................... 38 Section 8.02. Suits at Law or in Equity and Mandamus ...................................................... 39 Section 8.03. Remedies Not Exclusive ................................................................................ 39 Section 8.04. Bank to Control Remedies ............................................................................. 39 Section 8.05. Waiver of Events of Default .......................................................................... 39

ARTICLE IX

MISCELLANEOUS
Section 9.01. Supplemental Agreements ............................................................................. 39 Section 9.02. Alternate Facility ........................................................................................... 40 Section 9.03. Amendments to Wastewater Bonds Indenture ............................................... 41 Table of Contents
(continued)
Page

iii
4898-0945-2149.5
Section 9.04. Timeliness of Deposits ................................................................................... 41 Section 9.05. Discharge and Defeasan ce of Commercial Paper Notes ................................ 41 Section 9.06. Payments or Actions Occurring on Non-Business Days ............................... 42 Section 9.07. Notices to Rating Agencies ............................................................................ 42 Section 9.08. Issuance Requests; Addresses ........................................................................ 42 Section 9.09. Reserved ........................................................................................................ . 44 Section 9.10. Governing Law .............................................................................................. 44 Section 9.11. Assignment; Issuing and Payi ng Agent’s Successor in Interest .................... 44 Section 9.12. Complete Agreement ..................................................................................... 45 Section 9.13. Counterparts ................................................................................................... 45 Section 9.14. Section Headings ........................................................................................... 45 Section 9.15. Waiver of Set-Off, Of fset Lien or Counterclaims ......................................... 45 Section 9.16. Benefit of Agreement ..................................................................................... 45 Section 9.17. Covenant of Further Assurances .................................................................... 45 Section 9.18. Waiver of Personal Liability .......................................................................... 45 Section 9.19. Acquisition of the Commercial Paper Notes by the Commission ................. 45 Section 9.20. Notice by Mail ............................................................................................... 46 Section 9.21. Partial Invalidity............................................................................................. 4 6 Section 9.22. Reference to the Bank .................................................................................... 46 Section 9.23. City Requirements ......................................................................................... 46 EXHIBIT A FORM OF WASTEWATER EN TERPRISE SERIES A-[3/5] MASTER NOTE
EXHIBIT B FORM OF SUBSERIE S A-[3/5]-T MASTER NOTE

EXHIBIT C FORM OF CERTIFICATE OF DESIGNATED REPRESENTATIVES

EXHIBIT D FORM OF ISSUANCE REQUEST

EXHIBIT E SCHEDULE OF FEES AND EX PENSES FOR ISSUING AND PAYING

AGENT SERVICES

EXHIBIT F CITY REQUIREMENTS

4898-0945-2149.5

ISSUING AND PAYING AGENT AGREEMENT

W I T N E S S E T H
This Amended and Restated Issuing and Payi ng Agent Agreement (this “Agreement”) is dated as of January 1, 2026, by and between the Public Utilities Commission of the City and County of San Francisco (the “Commission”), organized and existing under the Charter (as defined below) of the City and County of San Francisc o (the “City”) and U.S. Bank Trust Company, National Association, as Issuing and Paying Agent; and
WHEREAS, on November 5, 2002, the voters of the City approved Proposition E (codified at Charter Section 8B.124, but hereinafter referred to as “Proposition E”), which among other things, authorized the Commission to issue revenue bonds, including notes, commercial paper or other forms of indebtedness, when authorized by ordinance approved by a two-thirds vote of the Board of Supervisors of the City and County of San Francisco (the “Board”), for the purpose of reconstructing, replacing, expanding, repairin g or improving wastewater facilities under the jurisdiction of the Commission (the “Wastewater Enterprise”, as further defined herein); and WHEREAS, pursuant to Article V of Section 43 of the San Francisco Administrative Code, enacted by Ordinance No. 203-98 adopted by the Board on June 8, 1998, and signed by the Mayor of the City on June 19, 1998 as amended by Ordinance No. 270-06, adopted on October 24, 2006 by the Board and signed by the Mayor on October 31, 2006 (as amended, the “Procedural Ordinance”), the Board established a procedur e pursuant to which the Commission may issue short-term indebtedness, including commercial paper notes in anticipation of the issuance of its revenue bonds; and
WHEREAS, the Board has previously approved pursuant to Ordinance No. 266-06, adopted by the Board on October 24, 2006, and signed by the Mayor on October 31, 2006, the establishment of a commercial paper program/interim funding program (the “Wastewater Interim Funding Program”) for the Wastewater Enterprise and the issuance of up to $150 million, at that time, in aggregate principal amount of Wastewater Enterprise commercial paper notes and/or bank notes outstanding at any one time; and
WHEREAS, the Board has previously approved pursuant to Ordinance No. 91-12, adopted by the Board on May 8, 2012 and signed by th e Mayor on May 14, 2012, an increase in the Wastewater Interim Funding Program from an aggregate principa l amount of $150 million to an aggregate principal amount of $300 million outstanding at any one time; and WHEREAS, the Board has previously approv ed pursuant to Resolution No. 378-14, adopted by the Board on September 30, 2014 and signed by the Mayor on October 9, 2014, an increase in the Wastewater Interim Funding Program from an aggregate principal amount of $300 million to an aggregate principal amount of $500 million outstanding at any one time; and WHEREAS, the Board has previously approv ed pursuant to Resolution No. 193-17, adopted by the Board on May 23, 2017 and signed by the Mayor on May 26, 2017, an increase in the Wastewater Interim Funding Program from an aggregate principal amount of $500 million to an aggregate principal amount of $750 million outstanding at any one time; and

2 4898-0945-2149.5
WHEREAS, pursuant to Ordinance No. 269-24 (“Ordinance No. 269-24”), adopted by the Board on November 19, 2024 and signed by the Mayor on November 25, 2024, and Resolution No. 24-0193, adopted by the Commission on September 10, 2024, the Wastewater Interim Funding Program was increased from an aggregate principal amount of $750 million to an aggregate principal amount of $1.250 billion outstanding at any one time; and WHEREAS, pursuant to (i) Ordinance No. 128-21 adopted by the Board on July 27, 2021 and signed by the Mayor on August 4, 2021, (ii) Ordinance No. 110-22, adopted by the Board on June 14, 2022 and signed by the Mayor on June 24, 2022, (iii) Ordinance No. 181-23, adopted by the Board on July 25, 2023 and signed by the Mayor on July 28, 2023, and (iv) Ordinance No. 125- 24 adopted by the Board on June 11, 2024 and si gned by the Mayor on June 21, 2024, the Board has authorized the issuance from time to ti me of up to $8,052,606,653 of wastewater revenue bonds and other forms of inde btedness of the Commission unde r Proposition E, and in the anticipation of the issuance of such indebtedness, has authorized the issuance of short-term indebtedness of the Commission; and
WHEREAS, as of [_______] 1, 202[_], the amount of authorized but unissued wastewater revenue bonds under the ordinances set forth in the immediately preceding whereas clause is $2,427,451,525; and
WHEREAS, pursuant to Resolution No. 26-[_____] (the “Resolution”), adopted by the Commission on January 13, 2026, the Commission approved the issuance of the Commercial Paper Notes (as described herein), and approved the execution of related documents; and WHEREAS, [RE: A-3 NOTES ONLY : In connection with the Commercial Paper Notes, the Commission previously entered into that certain Issuing and Paying Agent Agreement, dated as of July 1, 2012, as amended and restated as of July 1, 2015 (the “Previous Issuing and Paying Agent Agreement”), by and between the Commission and the Issuing and Paying Agent, and the Commission finds it necessary to enter into this Agreement, which will supersede and take the place of the Previous Issuing and Paying Agent Agreement; and] WHEREAS, [RE: A-5 NOTES ONLY : In connection with the Commercial Paper Notes, the Commission previously entered into that certain Issuing and Paying Agent Agreement, dated as of October 1, 2014 (the “Previous Issuing and Paying Agent Agreement”), by and between the Commission and the Issuing and Paying Agent, and the Commission finds it necessary to enter into this Agreement, which will supersede and ta ke the place of the Prev ious Issuing and Paying Agent Agreement; and]
WHEREAS, in order to support and/or maintain the Wastewater Interim Funding Program, and the repayment of a portion of the maturing Wastewater Interim Funding Program commercial paper notes, the Commission has dete rmined to authorize a letter of credit, in an original stated principal amount not-to-exceed $[________], plus an amount equal to 270 days interest on such principal amount, to be issued by [A-3: Bank of America, N.A.][A-5: Truist Bank], pursuant to the terms of a reimbursement agreement (the “Reimbursement Agreement”, as further defined herein); and

3 4898-0945-2149.5
WHEREAS, pursuant to the Resolution, the General Manager, the Deputy Chief Financial Officer and the Capital Finance Director of th e Commission are each authorized to execute the Reimbursement Agreement relating to the $[________] Public Utilities Commission of the City and County of San Francisco Co mmercial Paper Notes (Wastewater Series, Proposition E) Tax- Exempt Subseries A-[3/5] and Ta xable Subseries A-[3/5]-T (the “Commercial Paper Notes”, as further described herein); and
WHEREAS, in order to accommodate the terms of th e letter of credit, issued by [A-3:

Bank of America, N.A.][A-5: Truist Bank], the Co mmission has authorized the execution of this Agreement; and
WHEREAS, the Commission is authorized to issu e, sell and deliver bonds, additional bonds, refunding bonds and other evidences of indebtedness in order to effect its purposes pursuant to the City Legislation and the Resolution, in cluding the financing a nd refinancing of any Drawings (as defined herein); and
WHEREAS, the aggregate principal amount of Commercial Paper Notes outstanding under this Agreement at any time shall not exceed $[______]; NOW, THEREFORE, in consideration of the premises and in order to induce the Issuing and Paying Agent to enter into this Agreement, the Issuing and Paying Agent and the Commission agree as follows:

ARTICLE I

DEFINITIONS
Section 1.01. Definitions. Except as otherwise defined in this Agreement (including the preambles), capitalized terms herein shall have the meanings assigned thereto in this Section 1.01.

The following definitions shall apply to terms used in this Agreement, unless the context clearly requires otherwise:
“Advance” means an Advance or a Term Loan, as such terms are defined in the Reimbursement Agreement.
“Agreement” means the Amended and Restated Issuing and Paying Agent Agreement, as it may from time to time be supplemented, modified or amended in accordance with the provisions hereof.
“Alternate Facility” means a letter of credit or another credit or liquidity facility enabling the Commission to borrow, on the terms and conditions to the Commission no less favorable than the terms of the Letter of Credit and Reimbursement Agreement, which will provide credit and/or liquidity support in a stated amount equal to the principal amount of the Commercial Paper Notes (plus an amount equal to the interest on such principal amount), which may be outstanding under this Agreement.
“Amended and Restated Issuing and Paying Agent Agreement” means this Amended and Restated Issuing and Paying Agent Agreemen t, dated as of January 1, 2026, between the

4 4898-0945-2149.5
Commission and the Issuing and Paying Agent, and any and all modifications, alterations, amendments and supplements thereto.
“Authenticating Agent” means, with respect to the Commercial Paper Notes, the Issuing and Paying Agent or each person or entity, if any, designated as such by the Commission, and its successors and assigns and any other person or entity which may at any time be substituted for it pursuant thereto.
“Available Moneys” means moneys which ar e continuously on deposit with the Issuing and Paying Agent in trust for the benefit of the holders of the Commercial Paper Notes in a separate and segregated account in which only Available Moneys are held, whic h moneys constitute proceeds of (i) the Commercial Paper Notes received contemporaneously with the initial issuance and sale of the Commercial Pape r Notes, (ii) a Drawing under th e Letter of Credit or payment otherwise made under an Alternate Facility, (iii) refunding obligations for which the Issuing and Paying Agent has received a written opinion of nationally recognized counsel experienced in bankruptcy matters and acceptable to the Issuing a nd Paying Agent to the effect that payment of such moneys to the holders of the Commercial Paper Notes would not c onstitute an avoidable preference under Section 547 of the United States Bankruptcy Code if the Commi ssion were to become a debtor under the United States Bankrupt cy Code, or (iv) the investment of funds qualifying as Available Moneys under the foregoing clauses. “Available Wastewater Enterprise Revenues’’ means all of the moneys in the Revenue Fund (as defined in the Wastewater Bonds Indenture and comprised primarily of Wastewater Enterprise Revenues, and earnings thereon) remaini ng after (a) the payments required by Subsections 5.01(b)(i), (ii) and (iii) of the Wast ewater Bonds Indenture, and all other amounts payable on a parity with amounts paid under S ection 5.01(b)(iii) of the Wastewater Bonds Indenture pursuant to the terms thereof, and (b) all amounts require d to be paid under any other indenture or resolution of the Commission for principal, interest, reserve fund and any other debt service requirements on other Wastewater Bonds and Subordinated Wastewater Bonds of the Commission as the same become due and payable.
“Bank” means, initially, [A-3: Bank of Amer ica, N.A.][A-5: Truist Bank], or any other entity that provides an Alternate Facility then outstanding and effective hereunder. “Bank Note” means a note or notes issued by the Commission pursuant to Section 4.01 hereof and evidencing all or any portion of any Unpaid Drawing and Advances made by the Bank. “Bank Note Debt Service Account” means the Bank Note Debt Service Account established within the Debt Service Fund pursuant to Section 3.01(b) hereof. “Bank Note Payment Date” means a date on wh ich principal of or interest on any Bank Note is due and payable in accordance with the Reimbursement Agreement, including both scheduled principal and interest and principal and interest payable upon prepayment of any Bank Note.
“Bank Payment Account” means the Bank Payment Account established within the Debt Service Fund pursuant to Section 3.01(b) hereof.

5 4898-0945-2149.5
“Bank Rate” shall have the meaning assign ed to that term in the Reimbursement Agreement.
“Beneficial Owner” means a person who has a beneficial ownership interest in the Commercial Paper Notes purchased through a participant in the book-entry system of Cede & Co., as nominee of The Depository Trust Company, or its registered assigns. “Board” means the Board of Supervisors of the City.
“Bond Counsel” means counsel selected by the City with nationally recognized expertise in municipal finance law, including matters related to the validity and tax-exempt status of interest on obligations of states and their political subdivisions. “Bonds” means Wastewater Bonds and Subordinated Wastewater Bonds.

Business Day” shall mean any day other than (a) a Saturday or Sunday, (b) a day on which banks located in the cities in which the designa ted office of the Issuing and Paying Agent or the Bank is located are required or authorized to close, (c) a day on which the New York Stock Exchange is required or authorized to close, or (d) a legal holiday of the City or any other day the City is authorized by law to be closed for official business, as updated by the City and notified to the Issuing and Paying Agent from time to time.
“Charter” means the Charter of the City and County of Sa n Francisco, as amended and supplemented from time to time, and any new or successor Charter. “City” means the City and County of San Francisco, a charter city and municipal corporation organized and existing under and by virtue of the Constitution and laws of the State of California and the Charter and any public body hereafter created which shall be a successor thereto. “City Legislation” means the Procedural Ordinance; Ordinance No. 266-06, adopted by the Board on October 24, 2006, and signed by the Mayor on October 31, 2006; Ordinance No. 91-12, adopted by the Board on May 8, 2012 and signed by the Mayor on May 14, 2012; Resolution No. 378-14, adopted by the Board on September 30, 2014 and signed by the Mayor on October 9, 2014; Resolution No. 193-17, adopted by the Board on May 23, 2017 and signed by the Mayor on May 26, 2017; Ordinance No. 128- 21 adopted by the Board on July 27, 2021, and signed by the Mayor on August 4, 2021; Ordinance No. 110-2 2, adopted by the Board on June 14, 2022, and signed by the Mayor on June 24, 2022; Ordinance No. 181-23, adopted by the Board on July 25, 2023, and signed by the Mayor on July 28, 2023; Ordinance No. 125-24 adopted by the Board on June 11, 2024, and signed by the Mayor on June 21, 2024; and Ordinance No. 269-24, adopted by the Board on November 19, 2024 and signed by the Mayor on November 25, 2024. “City Treasurer” means the duly elected and acting City Treasurer of the City. “Code” means the Internal Revenue Code of 1986, as amended, and the regulations and procedures promulgated thereunder or under the Internal Revenue Code of 1954, as amended.

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“Commission” means the Public Utilities Co mmission of the City and County of San Francisco duly constituted under the Charter, a nd all commissions, agenci es or public bodies hereafter created which shall succeed to or take over the powers and duties of the Commission. “Commercial Paper Notes” means the Public Utilities Commission of the City and County of San Francisco Commercial Paper Note (W astewater Series, Proposition E) Tax-Exempt Subseries A-[3/5], in the form set forth in Exhi bit A hereto, and the Public Utilities Commission of the City and County of San Francisco Commercial Paper Note (Wastewater Series, Proposition E) Taxable Subseries A-[3/5]-T, in the form set forth in Exhibit B hereto. “Construction Fund” means the Fund by that name established pursuant to Section 3.01(a) hereof.
“Controller” means the duly appointed and acting Controller of the City and includes any deputy acting for the Controller.
“Cost” shall mean, with respect to any Wa stewater Enterprise Projects or Taxable Wastewater Enterprise Projects, all costs an d expenses of plannin g, designing, acquiring, constructing, installing and financing any Wastewater Enterprise Projects or Taxable Wastewater Enterprise Projects, as applicable, and obtaining governmental approvals, certificates, permits and licenses with respect thereto. The term Cost shall include, but shall not be limited to:
(a) Costs of preliminary investigation a nd development, the performance or acquisition of feasibility and planning studies, and the securing of regulatory approvals, as well as costs for the acquisition of land and in terest therein, engineering and contractors’ fees, labor, materials, equipment, utility serv ices and supplies, legal fees, fees incurred pursuant to any lending or credit facility or agreement, and financing expenses. (b) Interest accruing in whole or in part on Commercial Paper Notes prior to and during the acquisition and imp lementation of any Wastewater Enterprise Projects or Taxable Wastewater Enterprise Projects, as applicable, or any portion thereof, and for such additional period as the Commission may approve.
(c) The deposit or deposits from the pr oceeds of the Commercial Paper Notes in any fund or account required by this Agreement.
(d) The payment of principal and interest, if any, when due of any Commercial Paper Note or other evidence of indebtedness the proceeds of which were applied to any of the costs of any Wastewater Enterprise Projects or Taxable Wastewater Enterprise Projects, as applicable, described herein.
(e) Training and testing cost s which are properly allocable to the acquisition and implementation of any Wastewater Ente rprise Projects or Taxable Wastewater Enterprise Projects, as applicable, or any portion thereof. (f) All costs of insurance applicable to the period of acquisition and implementation of any Wastewater Enterprise Pr ojects or Taxable Wastewater Enterprise Projects, as applicable, or any portion thereof.

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(g) All costs relating to injury and damage claims arising out of the acquisition or implementation of any Was tewater Enterprise Projects or Taxable Wastewater Enterprise Projects, as applicable, less available proceeds of insurance. (h) Legally required or permitted federal, state and local taxes and payments in lieu of taxes allocable for the acquisition or implementation of any Wastewater Enterprise Projects or Taxable Wastewater Enterprise Projects, as applicable. (i) All costs of issuance for the Commercia l Paper Notes, including the costs of the Reimbursement Agreement or the Dealer Agreements. (j) Amounts due the United States of America as rebate of investment earnings with respect to the proceeds of the Tax-Exempt Commercial Paper Notes or as penalties, in lieu thereof.
(k) The costs associated with the removal from service or reduction in service of any facilities as a result of the implementation of any Wastewater Enterprise Projects or Taxable Wastewater Enterprise Projects, as applicable.
(l) All other costs incurred by the Com mission and properly allocable to the acquisition or implementation of any Wastewater Enterpri se Projects or Taxable Wastewater Enterprise Projects, as applicable, or any portion thereof. “Dealer” means the dealer or dealers select ed from time to time by the Commission to market the Commercial Paper Notes pursuant to th e terms of any applicable Dealer Agreement and any successors or assigns thereto.
“Dealer Agreement” means each Dealer Ag reement with a Dealer, and any and all modifications, alterations, amendments and suppl ements thereto, or any other dealer agreement entered into by the Commission and a Dealer with respect to the Commercial Paper Notes. “Debt Service Account” means the Debt Service Account es tablished within the Debt Service Fund pursuant to Section 3.01(b) hereof.
“Debt Service Fund” means the Fund by that name established pursuant to Section 3.01(b) hereof.
“Designated Representatives” means the Ge neral Manager of the Commission and those additional individuals designated by the General Manager to complete and deliver Issuance Requests and who have been identified and whose signatures have been certified in a certificate of a Designated Representative of the Commission, the form of which is attached hereto as Exhibit C delivered to the Issuing and Paying Agent.
“Director of Public Finance” means the Director of Public Finance of the City or such other officer of the City who may assu me responsibility for management of the debt or other similar obligations of the City or any duly authorized desi gnee of the Director of Public Finance or such other officer.

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“Drawing” means any Principa l Drawing or any Interest Drawing under the Letter of Credit.
“DTC” means The Depository Trust Company, New York, New York. “Event of Default” means an Event of Default described in Section 8.01 hereof. “Expiration Date” means the date of expiration or termination of the Letter of Credit or any Alternate Facility then in effect.
“Final Drawing Notice” shall have the meaning assigned to that term in the Reimbursement Agreement.
“Fiscal Year” means the twelve (12) month period commencing on July 1 of each year and ending on the following June 30 or any other period of twelve (12) consecutive months adopted by the Commission as its fiscal year.
“Government Certificates” means evidences of indebtedness or ownership of proportionate interests in future principal and interest pa yments of Government Obligations, including depository receipts thereof, wherein (i) a bank or trust company acts as custodian and holds the underlying Government Obligations; (ii) the owner of the Government Certificate is a real party in interest with the right to proceed directly and individually against the obligor of the underlying Government Obligations; and (iii) the underlying Government Obligat ions are held in trust in a special account, segregated from the custodian’s general assets, and are not available to satisfy any claim of the custodian or any person claiming through the custodian, or any person to whom the custodian may be obligated.
“Government Obligations” mean direct oblig ations of the United States of America (including obligations issued or held in book-entry form on the books of the Department of the Treasury) or evidence of ownership in a portion th ereof (which may consist of specified portions of interest thereon and obligations of the Resolution Funding Corporation which constitute interest strips) if held by a custodian on behalf of the Issuing and Paying Agent, obligations the principal and interest on which are unconditionally guarant eed by the United States of America, and prerefunded municipal obligations rated in the highest rating category by Moody’s and S&P. “Holder” or “Commercial Paper Noteholder” means any person who is in possession of any Commercial Paper Note drawn, issued or endorse d to such person or to the order of such person or to bearer or in blank in the case of a Commercial Paper Note in bearer form or the registered owner of a Commercial Paper Note in the case of a Commercial Paper Note in registered form.
“Issuance Request” means a request made by the Commission, acting through a Designated Representative, to the Issuing and Paying Agent fo r the delivery of a Commercial Paper Note or Commercial Paper Notes, the form of which is attached hereto as Exhibit D. The Controller of the City and County of San Francisco shall, throug hout the term of this Issuing and Paying Agent Agreement, be authorized to submit Issuan ce Requests to the Issuing and Paying Agent notwithstanding any provision hereof, or future amendment hereof, to the contrary.

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“Interest Drawing” means a drawing to pay interest on Commercial Paper Notes under the Letter of Credit in accordance with the Letter of Credit. “Interest Portion” means an amount equal to the product of twelve percent (12%) per annum for a period of 270 days and on the basis of a year of 360 days and the Principal Portion to be funded with the proceeds of an Interest Drawing under the Letter of Credit. “Issuing and Paying Agent” means U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Asso ciation), or any successor or assigns permitted under this Agreement or any ot her Issuing and Paying Agen t which is appointed by the Commission and has entered into an Issuing and Paying Agent Agreement. “Letter of Credit” means the irrevocable dire ct pay letter of credit issued by the Bank pursuant to the Reimbursement Agreement for th e account of the Commission in favor of the Issuing and Paying Agent, as beneficiary, and any Alternate Facility accepted by the Issuing and Paying Agent as provided in Section 9.02 hereof.
“Maximum Interest Rate” means the lesser of (a) the maximum non-usurious interest rate that may, under applicable federal law and appli cable state law, be contracted for, charged or received under such laws and (b) 12% per annum; prov ided, however, that if the City or the Commission increases the maximum rate allowable, which currently is set forth in clause (b) of this “Maximum Interest Rate” definition, at any time during the term hereof, then such increased rate shall be the Maximum Interest Rate.
“Mayor” means the Mayor of the City.
“No-Issuance Notice” shall have the meani ng assigned thereto in the Reimbursement Agreement.
“Nominee” means the nominee of the Note Depository as determined from time to time in accordance with Section 2.05 hereof.
“Note Depository” means the securities de pository for the Commercial Paper Notes appointed as such pursuant to Section 2.05 hereof, and its successors and assigns. “Note Proceeds” means proceeds of the sale of the Commercial Paper Notes or any moneys, securities or other obligations that ma y be deemed to be proceeds of the Commercial Paper Notes within the meaning of the Code.
“Outstanding” when used as of a particular time with reference to Commercial Paper Notes, means all Commercial Paper Notes delivered hereunder except:
(a) Commercial Paper Notes cancelled by the Issuing and Paying Agent or surrendered to the Issuing and Paying Agent for cancellation; (b) Commercial Paper Notes that are paid or deemed to be paid within the meaning of Section 9.05 hereof; and

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(c) Commercial Paper Notes in lieu of or in substitution for which replacement Commercial Paper Notes shall have been issu ed by the Commission and delivered by the Issuing and Paying Agent hereunder.
“Parity Notes” means commercial paper notes or other short-term indebtedness payable from or secured by Available Wastewater Enterprise Revenues. “Participants” means those broker-dealers, banks and other financial institutions from time to time for which the Note Depository holds Commercial Paper Notes as depository. “Paying Agent” means, with respect to th e Commercial Paper Notes, the Issuing and Paying Agent or each person or entity, if any, designated as such by the Commission herein, and its successors and assigns and any other person or entity which may at any time be substituted for it pursuant thereto.
“Principal Drawing” means a drawing to pay principal of Commercial Paper Notes under the Letter of Credit in accordance with the Letter of Credit. “Principal Office” means the office of the Issuing and Paying Agent thereof designated in writing to the Commission.
“Principal Portion” means the maximum principal amount of the Commercial Paper Notes which may be funded with the proceeds of a Pr incipal Drawing or Drawings under the Letter of Credit.
“Procedural Ordinance” means Ordinance No. 203-98, enacting Article V of Chapter 43 of the San Francisco Administrative Code, adopted by the Board of Supervisors of the City on June 8, 1998 and signed by the Mayor of the City on June 19, 1998, as amended by Ordinance No. 270- 06, adopted on October 24, 2006 by the Board and signed by th e Mayor on October 31, 2006, to establish a procedure pursuant to which the Commission may issue or incur commercial paper or other short-term indebtedness, as the same may be amended from time to time. “Qualified Investments” mean, if and to th e extent permitted by law and by any policy guidelines promulgated by the City:
(a) Government Obligations or Government Certificates;
(b) Certificates, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal ag encies and provided such obligations are backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been stripped by the agency itself):
(i) Farmers Home Administration (FmHA) – Certificates of beneficial ownership;
(ii) Federal Housing Administration Debentures (FHA);
(iii) General Services Administration – Participation certificates;

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(iv) Government National Mortgage Association (GNMA or “Ginnie Mae”) – guaranteed mortgage backed bonds and GNMA guaranteed pass-through obligations (participation certificates);
(v) U.S. Maritime Administration – Guaranteed Title XI financing; (vi) U.S. Department of Housing and Urban Development (HUD) – Project notes and local authority bonds; and
(vii) Any other agency or instrument ality of the United States of America;
(c) Certificates, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following non-full fa ith and credit United States of America government agencies (stripped securities are only permitted if they have been stripped by the agency itself):
(i) Federal Home Loan Bank System – Senior debt obligations (consolidated debt obligations);
(ii) Federal Home Loan Mortgage Corporation (FHLMC or “Freddie Mac”) – Participation certificates (mortg age-backed securities) and senior debt obligations;
(iii) Federal National Mortgage Associ ation (FNMA or “Fannie Mae”) – mortgage-backed securities and senior debt obligations (excluding stripped mortgage securities which are valued greater than par on the portion of the unpaid principal);
(iv) Student Loan Marketing Association (SLMA or “Sallie Mae”) – Senior debt obligations;
(v) Resolution Funding Corp (REFCORP) – Only the interest component of REFCORP strips which have been stripped by request to the Federal Reserve Bank of New York in book entry form;
(vi) Federal Farm Credit System – Consolidated systemwide bonds and notes; and
(vii) Any other agency or instrument ality of the United States of America;
(d) Money market funds registered under the Federal Investment Company Act of 1940, whose shares are registered under the Securities Act of 1933, and having a rating by S&P of “AAAm-G” or “AAAm” and by Moody’s of “Aaa”;
(e) Certificates of deposit issued by a state or national bank or a state or federal savings and loan; provided that such certificates of deposit shall be either (i) continuously

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and fully insured by the FDIC; or (ii) have a maturity of not greater than 365 days and have the highest short-term letter and numerical ratings of Moody’s and S&P; (f) Savings accounts or money market deposits that ar e fully insured by the FDIC;
(g) Investment Agreements, including guaranteed i nvestment contracts, provided either (i) the long-term unsecured debt or claims ability of the issuer or guarantor thereof is rated in the highest rating category by Moody’s and S&P, or (ii) such agreement is fully collateralized by Government Obligations or Government Certificates; (h) Commercial paper of “prime” quality rated in the highest rating category by Moody’s and S&P, which commercial paper is limited to issuing corporations that are organized and operating within the United States;
(i) Certificates or notes issued by any state or municipality which are rated by Moody’s and S&P in one of the two highest long-term rating categories assigned by such agencies;
(j) Federal funds or banker’s acceptances which are eligible for purchases by members of the Federal Reserve System, drawn on any bank the short-term obligations of which are rated in the highest rating cat egory by Moody’s and S&P; provided that the maturity cannot exceed 270 days;
(k) Repurchase agreements with maturities of either (a) 30 days or less, or (b) less than one year, provided that the collateral is marked-to-market daily, entered into with financial institutions such as banks or trust companies organized under state or federal law, insurance companies, or government bond dealers reporti ng to, or trading with, and recognized as a primary dealer by, the Federal Reserve Bank of New York and a member of SIPC, or with a dealer or parent holding company that is rated “A” or better by S&P or “P-1” or better by Moody’s. The repurchase agreement must be in respect of Government Obligations or Government Certificates or ob ligations described in paragraph (b) herein, which, exclusive of accrued interest, shall be maintained at least 100% of par. In addition, repurchase agreements shall meet the following criteria: (i) the third party (who shall not be the provider of the collateral) has possession of the repurchase securities and the Government Obligations or Government Certifi cates; (ii) failure to maintain the requisite collateral levels shall require liquidation; and (iii) the third party having possession of the securities has a perfected, first priority security interest in the securities; and (l) Any other debt or fixed income secu rity specified by the City (except securities of the City and any agency, department, commission or instrumentality thereof) and rated in the highest rating category by Moody’s and S&P, including prerefunded municipal obligations.
“Rating Agencies” means Moody’s or Standard & Poor’s, or such other rating agency designated by the Commission, and approved by the Bank (which approval shall not be unreasonably withheld), maintaining a rating on th e Commercial Paper Notes. For purposes of this definition, the term, “Moody’s” means Moody’ s Investors Service, and its successors and

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assigns, or if such organization no longer maintains a rating on the Commercial Paper Notes, any other rating agency designated by the Commission, with the approval of the Bank (which approval shall not be unreasonably withheld), and the term “Standard & Poor’s” or “S&P” means S&P Global Ratings, and its successors and assigns, or if such organization no longer maintains a rating on the Commercial Paper Notes, any other rating agency designated by the Commission, with the approval of the Bank (which approval shall not be unreasonably withheld). “Ratings” means any rating by a Rating Agency assigned to a Wastewater Bond. “Rebate Fund” means the Fund by that name established pursuant to Section 5.02 hereof. “Registrar” means, with respect to the Co mmercial Paper Notes, the Issuing and Paying Agent or such other additional person or entity, if any, designated as such by the Commission herein authorizing the issuance of the Commercial Paper Notes, and its successors and assigns and any other person or entity which may at any time be substituted for it pursuant thereto. “Reimbursement Agreement” means the Re imbursement Agreement, dated as of January 1, 2026, between the Commission and the Bank, and the related fee agreement between the Commission and the Bank, each as amended, restated, supplemented and modified from time to time, in accordance with the provisions ther eof, and any similar document entered into with respect to a subsequent Alternate Facility.
“Stated Amount” means the Stated Amount as set forth in the Letter of Credit. “Subordinated Wastewater Bonds” means any obligations or securities of the Commission hereafter issued pursuant to a Subordinated Wastewater Bonds Indenture. “Subordinated Wastewater Bonds Indenture” means any indentur e of the Commission providing for the issuance of indebtedness secured in whole or in part by a lien on Wastewater Enterprise Revenues subordinate to the lien of the Wastewater Bonds Inde nture in favor of the Wastewater Bonds but superior to the lien in favor of the Commercial Paper Notes. “Subseries” means any of the Commercial Pa per Notes designated as being of the same subseries.
“Subseries A-[3/5] Notes” means the Public Utilities Commission of the City and County of San Francisco (Wastewater Series, Proposition E) , Tax-Exempt Subseries A-[3/5], authorized by, and at any time Outstanding under this Agreement.
“Subseries A-[3/5]-T Notes” means the Public Utilities Commission of the City and County of San Francisco (Wastewater Series, Proposition E), Taxable Subseries A-[3/5]-T, authorized by, and at any time Outstanding under this Agreement.
“Supplemental Agreement” means any Su pplemental Agreem ent authorized by Section 9.01 hereof.
“Taxable Wastewater Enterprise Projects” means any undertaking, facility or item which is authorized under the City Legislation, or under a ny future ordinance or resolution of the City,

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which has been determined by the Commission to be financed or refinanced in whole or in part with the proceeds of the Taxable Commercial Paper Notes. “Tax Certificate” means the Tax Certificate, dated as of its date concerning certain matters pertaining to the use and investment of proceed s of the Tax-Exempt Commercial Paper Notes, executed by the Commission on the date of issuance of the Tax-Exempt Commercial Paper Notes, including any and all exhibits attached thereto.
“Tax-Exempt Commercial Paper Notes” means the Subseries A-[3/5] Notes. “Taxable Commercial Paper Notes” means the Subseries A-[3/5]-T Notes. “Termination Date” has the meaning established pursuant to the Letter of Credit. “Unpaid Drawing” means a Drawing on the Letter of Credit for which the Bank has not been reimbursed by the Commission in accordance with the Reimbursement Agreement. “Wastewater Bonds” means all bonds, notes, or other obligations or securities of the Commission issued pursuant to or in compliance with the provisions of the Wastewater Bonds Indenture secured by a pledge and lien on Wastewater Enterprise Revenues. “Wastewater Bonds Indenture” means that certain Indenture, dated as of January 1, 2003, by and between the Commission and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National A ssociation), as trustee thereunder, and any amendments, modifications and supplements thereto, providing for the issuance from time to time of Wastewater Bonds and other obligations as provided therein, and as the same may be subsequently supplemented, amended and modified from time to time. “Wastewater Enterprise” means the whole a nd each and every part of the municipal sanitary waste and storm water collection, treatmen t and disposal system and auxiliary or related facilities of the Commission, including all of the presently existing system of the Commission for the collection, treatment and disposal of sanitary waste and storm water, and all future additions, betterments, and extensions to that system or any part thereof. “Wastewater Enterprise Projects” means a ny undertaking, facility or item which is authorized under the City Legislation, or under any future ordinance or resolution of the City, and described in a Tax Certificate, which has been determined by the Commission to be financed or refinanced in whole or in part with the proceeds of the Tax-Exempt Commercial Paper Notes. “Wastewater Enterprise Revenues” shall have the meaning ascribed to the term “Revenues” in the Wastewater Bonds Indenture.

Section 1.02. Interpretation.
(a) Unless the context otherwise indicates, words expressed in the singular shall include the plural and vice versa and the use of the neuter, masculine, or feminine gender is for convenience only and shall be deemed to mean and include the neuter, masculine or feminine gender, as appropriate.

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(b) The words “hereof,” “herein,” “hereto,” “hereby” and “hereunder” refer to this entire Agreement.
(c) Headings of articles and sections herein and the table of contents hereof are solely for convenience of reference, do not constitute a part hereof and shall not affect the meaning, construction or effect hereof.

Section 1.03. Agreement to Constitute Contract. In consideration of the purchase and acceptance of any or all of the Commercial Paper Notes by those who shall own the same from time to time, the provisions of this Agreement shall be part of the contract of the Commission with Holders of the Commercial Paper Notes, and shall be deemed to be and shall constitute contracts between the Commission, the Issuing and Paying Agent and the Holders from time to time of the Commercial Paper Notes.

ARTICLE II

GENERAL AUTHORIZATION AND ISSUANCE; THE COMMERCIAL PAPER NOTES
Section 2.01. Authorized Amount of Commercial Paper Notes; Terms and Description of Commercial Paper Notes.
(a) No Commercial Paper Notes may be issued under the provisions of this Agreement except in accordance with this Article II.
(b) The Commission hereby authorizes the issuance of its “Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Wastewater Series, Proposition E) Tax-Exem pt Subseries A-[3/5]” (the “Subseries A- [3/5] Notes”) and its “Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Wastewater Series , Proposition E) Taxable Subseries A-[3/5]- T” (the “Subseries A-[3/5]-T Notes” and, toge ther with the Subseries A-[3/5] Notes, the “Commercial Paper Notes”) in order to provide interim financing for the Cost of any Wastewater Enterprise Projects or Taxable Wastewater Enterprise Projects, as applicable, subject to the provisions of this Section 2.01 and as hereinafter provided. The Commercial Paper Notes shall be issued from time to t ime pursuant to the Comm ission’s direction as provided herein to finance and refinance the Cost of Wastewat er Enterprise Projects or Taxable Wastewater Enterprise Projects, as applicable. Proceeds of Commercial Paper Notes issued to refinance other Commercial Paper Notes may be used to repay the Bank for Drawings used to pay principal and interest due on such maturing Commercial Paper Notes and may be used to repay the Bank for principal or interest due under the Reimbursement Agreement. The authorizat ion hereunder specif ically includes the authorization to issue and reissue Commercial Paper Notes for the purposes contemplated herein. The aggregate prin cipal amount of Commercial Paper Notes that may be Outstanding at any one time hereunder shall not at any time exceed the lesser of (a) $[__________] and (b) the Principal Portion then available under the Letter of Credit.

At no time shall the aggregate amount of interest payable on the Outstanding Commercial Paper Notes exceed the Interest Portion then available under the Letter of Credit.

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(c) The Commercial Paper Notes shall be dated the date of their respective authentication and issuance, shall be issued in bearer or registered form, as shall be determined by the General Manager of the Commission, shall be issued in denominations of $100,000 and in integral multiples of $1,000 in excess thereof, and interest on the Commercial Paper Notes shall be separately stated by rate and amount on the Issuance Request form in the form of Exhibit D hereto. Commercial Paper Notes shall bear interest from their respective dates, payable on their respective maturity dates. (d) The Commercial Paper Notes (i) shall bear interest payable at maturity at an annual rate (calculated, in the case of the Tax-Exempt Commercial Paper Notes, on the basis of the actual number of da ys elapsed and a year consis ting of 365 days, and, in the case of the Taxable Commercial Paper Notes, on the basis of the actual number of days elapsed and a year consisting of 360 days), which shall not in any event exceed the Maximum Interest Rate, (ii) shall mature on a Business Day not more than 270 days after their respective dates, but in no event late r than the Business Day immediately preceding the Termination Date, and (iii) shall be sold by a Dealer pursuant to a Dealer Agreement at a price of not less than 100% of the principal amount thereof. The stated interest rate, maturity date and other terms of each Commercial Paper Note, so long as not inconsistent with the terms of this Agreement, shall be as set forth in the Issuance Request required by Section 2.06 hereof directing the issuance of such Commercial Paper Note. (e) The Commercial Paper Notes shall not be subject to redemption prior to maturity.
(f) The Commercial Paper Notes shall be numbered in such manner as the Issuing and Paying Agent may deem appropriate.

Section 2.02. Payment. The Commission covenants to duly and punctually pay or cause to be paid from proceeds of Drawings made on the Letter of Credit in accordance with this Agreement, the principal of and interest on each and every Commercial Paper Note when due, whether at maturity or immed iately upon acceleration or because the Issuing and Paying Agent has received a Final Drawing Notice. The Issuing and Paying Agent is authorized and directed to use amounts paid by the Commission to reimburse the Bank for each Drawing made on the Letter of Credit in accordance with Section 3.04 hereof. The principal of and interest on the Commercial Paper Notes shall be paid in federal or other immediately available funds in such coin or currency of the United States of America as, at the resp ective times of payment, is legal tender for the payment of public and private debts. To the extent Drawings made on the Letter of Credit for the purpose of paying principal of and interest on ma turing or accelerated Commercial Paper Notes, or on Commercial Paper Notes with respect to which the Issuing and Paying Agent has received a Final Drawing Notice, together with Note Proceeds from Commercial Paper Notes issued on such date, are insufficient to pay principal of and interest on maturing or accelerated Commercial Paper Notes, or on Commercial Paper Notes with respect to which the Issuing and Paying Agent has received a Final Drawing Notice, the Issuing and Paying Agent shall promptly notify the General Manager of the Commission who shall cause the Commission to make all payments of interest and principal directly to the Issuing and Paying Agent in immediately available funds on or prior to 1:30 p.m., New York City time, the date payment is due on any Commercial Paper Note, whether

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at maturity or upon acceleration or because the Issuing and Paying Agent has received a Final Drawing Notice.

The principal of and the interest on the Comm ercial Paper Notes shal l be payable at the Principal Office of the Issuing and Paying Agent on or before the close of business on any Business Day upon which such Commercial Paper Notes have become due and payable, whether at maturity or upon acceleration or because the Issuing and Paying Agent has received a Final Drawing Notice, provided that such Commercial Paper Notes are presented and surrendered on a timely basis. Upon presentation of such a Commercial Paper Note to the Issuing and Paying Agent no later than 9:00 a.m. (New York City time) on a Business Day, payment for such Commercial Paper Note shall be made by the Issuing and Paying Agent in immediately available funds on such Business Day. If a Commercial Paper Note is presented for paymen t after 9:00 a.m. (New York City time) on a Business Day, payment therefor may be made by the Issuing and Paying Agent on the next succeeding Business Day without the accrual of additional interest thereon.

Notwithstanding the provisions of the previ ous paragraph, in the event the Commercial Paper Notes are issued as a master note or master notes in book-entry form, they shall be payable at maturity without physi cal presentation or surre nder in accordance with the procedures of the Note Depository.

The Issuing and Paying Agent shall pay th e principal and interest on a book-entry Commercial Paper Note to the No te Depository in immediately available funds, which payment shall be by net settlement of the Issuing and Paying Agent’s account at the Note Depository. The Issuing and Paying Agent shall have no obligation under the Agreement to make any payment for which there is not sufficient, available and coll ected funds in the appl icable account, and the Issuing and Paying Agent may, without liability to the Commission, refuse to pay any Commercial Paper Note that would result in an overdraft to such account.

Section 2.03. Authentication of Commercial Paper Notes . The Issuing and Paying Agent is by this Agreement designated by the Commission as an Authenticating Agent, Registrar and Paying Agent for the Commercial Paper Notes and shall perform such duties in such capacity in accordance with the terms of this Agreement; provided however, the Issuing and Paying Agent when acting hereunder as the Authenticating Agent, Registrar or Paying Ag ent shall be afforded the same protections provided to the Issuing and Paying Agent hereunder as if each such provision affording protection to the Issu ing and Paying Agent explicitly referred to the Authenticating Agent, Registrar and Paying Agent. Notwithstanding anything herein to the contrary, the Issuing and Paying Agent shall not (i) authenticate Commer cial Paper Notes which mature later than the Business Day immediately preceding the Termination Date, (ii) authenticate Commercial Paper Notes if (a) an Event of Default then exists of which it has been given written notice or (b) after the Issuing and Paying Agent has received a No-Issuance Notice or a Final Drawing Notice, which No-Issuance Notice or Final Drawing Notice has not been withdrawn or rescinded by the Bank.

If any Commercial Paper Notes are to be issued in bearer form, the Commission shall from time to time furnish the Issuing and Paying Agent with an adequate supply of Commercial Paper Notes, each of which shall have attached such number of carbon copies as the Issuing and Paying Agent shall reasonably specify. When any Commercial Paper Notes are delivered to the Issuing and Paying Agent by the Commission, the Issuing and Paying Agent shall execute and deliver to

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the Commission a receipt therefor and shall hold such Commercial Paper Notes for the account of the Commission in safekeeping in accordance with its customary practice.

Section 2.04. Form of Commercial Paper Notes and Authentication Certificate. The definitive Commercial Paper Notes and the Certificate of Authen tication endorsed thereon shall be substantially in the forms set forth in Exhi bits A and B hereto (each, a “Master Note”), as applicable, and made a part hereof , with such appropriate variati ons, omissions and insertions as shall be required or appropriate in order to acco mplish the purpose of the transactions authorized by this Agreement, executed by the Commission pursuant to the book-en try commercial paper program of the Note Depository. The Issuing and Paying Agent shall maintain such Master Note in safekeeping, in accordance with its customary practices, on behalf of Cede & Co., the registered owner thereof and nominee of DTC. As long as Cede & Co. is the registered owner of such Master Note, the beneficial ownership in terest therein shall be shown on, and the transfer of ownership thereof shall be effected th rough, entries on the books maintained by DTC and the books of its direct and indirect participants. The Master Notes and the book-entry notes shall be subject to DTC’s rules and procedures, as amended from time to time. The Issuing and Paying Agent shall not be liable or responsible for sending transaction statements of any kind to DTC’s participants or the beneficial owners of the Book-Entry Notes, or for maintaining, supervising or reviewing the records of DTC or its participants with respect to such Notes.

The Commercial Paper Notes may have endorsed thereon such legends or text as may be necessary or appropriate to conform to any appl icable rules and regulations of any governmental authority or any usage or requirement of law or regulation with respect thereto.

Section 2.05. Book-Entry System. Unless the General Manager of the Commission or his or her designee directs the Issuing and Paying Agent to issue Commercial Paper Notes in bearer form or registered form other than in book-entry form, the Commercial Paper Notes shall initially be issued in book-entry form as further provided in this Section 2.05. (a) The Commercial Paper Notes issued pursuant to this Agreement shall initially be issued in the form of a separate single fully-registered Note. Except as provided in subsection (c) of this Section 2.05, all of the Commercial Paper Notes shall be registered in the name of the Nominee. Notwithst anding any provision to the contrary in Section 2.06, so long as the Commercial Paper No tes remain in the form of one or more master notes in book-entry form, the issuance of Notes pursuant to an Issuance Request against payment therefor shall not require the physical delivery of note certificates.

The Issuing and Paying Agent and the Commission may treat the registered owner of each Commercial Paper Note as the sole and exclusive owner thereof for the purposes of payment of the principal of or interest on the Commercial Paper Notes, giving any notice permitted or required to be given to Commercial Paper Noteholders under this Agreement, registering the transfer of Commercial Paper Notes, obtaining any consent or other action to be taken by Commercial Paper Noteholders, and for all other purposes whatsoever, and neither the Issuing and Paying Agent nor the Commission shall be affected by any notice to the contrary.

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Neither the Issuing and Paying Agen t nor the Commission shall have any responsibility or obligation to any participant in the Note Depository (a “Participant”), any person claiming a beneficial ownership intere st in the Commercial Paper Notes under or through the Note Depository or any Participan t, or any other person who is not shown on the registration books as being a Commercial Paper Noteholder , with respec t to (i) the accuracy of any records maintained by the No te Depository or any Participant; (ii) the payment by the Note Depository or any Participant of any amount in respect of the principal of or interest on the Commercial Paper Notes; (iii) the delivery of any notice which is permitted or required to be given to Commercial Paper Noteholders under this Agreement; (iv) any consent given or other action taken by the Note Depository as Commercial Paper Noteholder; or (v) any other purpose.

The Issuing and Paying Agent shall pay all principal of and interest on the Commercial Paper Notes only to or upon the orde r of the Note Depository, and all such payments shall be valid and effective to fully satisfy and discharge the Commission’s obligations with respect to the payment of the principal of and interest on the Commercial Paper Notes to the extent of the sum or sums so paid. Upon delivery by the Note Depository to the Issuing and Paying Agent of written notice to the effect that the Note Depository has determined to substitute a ne w Nominee in place of the current Nominee, and subject to the provisions herein with respect to record dates, the word Nominee in this Article II shall refer to such new Nominee.
(b) In order to qualify the Commercial Paper Notes for the Note Depository’s Book-Entry System, the appropriate officers or employees of the Commission are hereby authorized and directed to execute, seal, countersign and deliver, with a copy to the Issuing and Paying Agent, on behalf of the Commission to the Note Depository for the Commercial Paper Notes, a Letter of Representation from the Commission representing such matters as shall be necessary to so qualify the Commercial Paper Notes. The execution and delivery of the Letter of Representation shall not in any way limit the provisions of this Section 2.05 or in any other way impose upon the Commission any obligation whatsoever with respect to persons having beneficial ownership interests in the Commercial Paper Notes other than the Commercial Paper Noteholders.
(c) In the event (i) the Note Depository determines not to continue to act as securities depository for the Commercial Pape r Notes, or (ii) the Commission determines that the Note Depository shall no longer so act and delivers a written certificate to the Issuing and Paying Agent to that effect, th en the Commission will discontinue the Book- Entry System with the Note Depository for such Commercial Paper Notes. If the Commission determines to replace the Note Depository for the Commercial Paper Notes with another qualified securi ties depository, the Commission shall prepare or direct the preparation of a new, single, separate, fully registered Commercial Paper Note for such Commercial Paper Notes registered in the name of such successor or substitute qualified Note Depository or its Nominee, or make such other arrangements acceptable to the Issuing and Paying Agent and such successor or substitute Note Depository as are not inconsistent with the terms of this Agreement. If the Commission fails to identify another qualified Note Depository to replace the incumbent Note Depository for the Commercial Paper Notes then such Commercial Paper Notes shall no longer be restricted to being registered

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in the bond registration books in the name of the incumbent Note Depository or its Nominee, but shall be registered in what ever name or names the incumbent Note Depository or its Nominee transferring or exchanging such Commercial Paper Notes shall designate.
(d) Notwithstanding any provision of this Ag reement to the contrary, so long as the Commercial Paper Notes are registered in the name of the Nominee, all payments with respect to principal of and interest on the Commercial Paper Notes and all notices with respect to the Commercial Paper Notes shall be made and given, respectively, as provided in the Letter of Representation or as otherwise instructed by the Note Depository. (e) The initial Note Depository with re spect to the Commercial Paper Notes shall be the Depository Trust Company (“DTC”). The initial Nominee with respect to the Commercial Paper Notes shall be CEDE & CO., as nominee of DTC. (f) Upon receipt of an Issuance Request from the Commission with respect to book-entry Commercial Paper Notes, the Issu ing and Paying Agent shall transmit such instructions to the Note Depository and direct Note Depository to cause appropriate entries of the Book-Entry Notes to be made in accordance with Note Depository’s applicable rules, regulations and procedures for book-entry co mmercial paper programs. The Issuing and Paying Agent shall assign CUSIP numbers to the Commission's Commercial Paper Notes to identify the Commission’s aggregate principal amount of outstanding Commercial Paper Notes in Note Depository’s system, together with the aggregate unpaid interest (if any) on such Notes. Promptly following Note Depository’s established settlement time on each issuance date, the Issuing and Paying Agent shall access Note Depository’s system to verify whether settlement has occurred with respect to the Commission’s Commercial Paper Notes. The Issuing and Paying Agent shall have no liability to the Commission whatsoever if any Note Depository participant purchasing a Commercial Paper Note fails to settle or delays in settling its balance with Note Depository or if Note Depository or any Note Depository participant fails to perform in any respect.

Section 2.06. Conditions Precedent to Delivery of Commercial Paper Notes. (a) Prior to the issuance of the first Commercial Paper Notes hereunder, Commercial Paper Notes shall be executed by manual or facsimile signature of the General Manager of the Commission and countersigne d by the Secretary of the Commission on behalf of the Commission and delivered to the Issuing and Paying Agent, who shall hold such Commercial Paper Notes unauthenticat ed in safekeeping for the Commission.

Subject to the provisions of Sections 2.01 and 2.05 hereof and paragraphs (b) and (d) of this Section 2.06, at any time and from time to time prio r to the Termination Date, Commercial Paper Notes shall be manually authenticated and delivered by the Issuing and Paying Agent for the consideration and in the manner hereinafter provided, but only upon receipt by the Issuing and Paying Agent of an Issuance Request in the form attached hereto as Exhibit D or upon oral receipt by the Issu ing and Paying Agent of information as set forth in Exhibit D, no later than 10:00 a.m. (New York City time) on the Business Day on which Commercial Paper Notes are to be delivered, directing the Issuing and Paying Agent to authenticate the Commercial Paper Notes re ferred to therein and to deliver the same to

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or upon the order of a Dealer. Each Issuan ce Request shall include: (i) the Subseries designation of each Commercial Paper Note to be delivered; (ii) the principal amount and date of each Commercial Paper Note then to be delivered; (iii) th e rate and amount of interest thereon; (iv) the maturity date thereof; and (v) if the Commercial Paper Notes are sold at a premium, the purchase price of the Commercial Paper Notes. Any such Issuance Request shall be accompanied by an acknowledgment from the Director of Public Finance, or his or her designee, approving of said Issuance Request. No later than 11:00 a.m. (New York City time) on each Business Day on which the Commission proposes to issue Commercial Paper Notes, each Dealer shall report to the Commission each transaction made with or arranged by it or shall notif y the Commission and the Issuing and Paying Agent of the difference, if any, between the amount of maturing Notes and the amount of Notes which such Dealer has arranged to sell or has agreed in its sole discretion to purchase.

Subject to the provisions of Section 2.05 hereof, upon receipt of such Issuance Request (which may be (a) mailed, (b) tele phoned, (c) transmitted th rough an electronic instruction and reporting communication service offered by the Issuing and Paying Agent; and/or (d) transmitted by electronic mail to the Issuing and Paying Agent), the Issuing and Paying Agent shall, by 2:15 p.m. (New York City time) on such day, complete each Commercial Paper Note then to be delivered as to amount, date, maturity date, interest rate and interest amount specified in such Issuance Request, and deliver each such Commercial Paper Note to or upon the order of the requesting Dealer upon receipt of payment therefor; provided, however, that no such Commercial Paper Notes shall be delivered by the Issuing and Paying Agent if such delivery would re sult in the aggregat e principal amount of Commercial Paper Notes Outstanding being in excess of the lesser of (i) $[__________] or (ii) the Principal Portion then available under the Letter of Credit, or would result in the aggregate amount of interest payable to exceed the Interest Portion then available under the Letter of Credit.

Notwithstanding any provision herein to the contrary, no such Commercial Paper Notes shall be delivered by the Issuing and Paying Agent if (A) it shall have received notice from a Designated Representative directi ng the Issuing and Pa ying Agent to cease authenticating and delivering Commercial Paper Notes until such time as such direction is withdrawn by similar notice, (B) it shall have received written notice that an Event of Default shall have occurred and be continui ng, (C) with respect to the Tax-Exempt Commercial Paper Notes, it shall have rece ived written notice fro m Bond Counsel that their opinion regarding the ex clusion of interest on the Tax-Exempt Commercial Paper Notes from gross income for federal income tax purposes thereof is being withdrawn, (D) the maturity date of such Commercial Paper Notes would extend beyond the Business Day immediately preceding the Termination Date, or (E) the Issuing and Paying Agent shall have received a No-Issuance Notice or a Final Drawing Notice. If an Issuance Request is received after 10:00 a.m. (New York City time) on a given day, the Issuing and Paying Agent shall not be obligated to deliver the requested Commercial Paper Notes until the next succeeding Business Day.

A copy of each Commercial Paper Note authenticated in bearer form by the Issuing and Paying Agent shall be promptly mailed by U.S. mail, first class, postage prepaid, to the Commission by the Issuing and Paying Agent. The Issuing and Paying Agent shall furnish

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the Commission with such additional informatio n with respect to th e carrying out of its duties hereunder as the Commission from time to time shall reasonably request. (b) In addition to the Issuan ce Request described above in this Section 2.06, and as a further condition to the issuance of any Commercial Paper Notes, the Designated Representative shall certify to the Issuing and Paying Agent that, as of the date of delivery of such Commercial Paper Notes, (i) the Letter of Credit is in full force and effect; (ii) after the issuance of such Commercial Paper Notes and the application of the proceeds thereof, the aggregate principal amount of Commercia l Paper Notes Outstanding will not exceed the amount that at the time is authorized to be Outstanding as provided in Section 2.01(b) hereof and the aggregate amount of interest payable on the Outstanding Commercial Paper Notes will not exceed the Interest Portion then available under the Letter of Credit; (iii) the interest rates borne by the Commercial Paper Notes to be delivered on such date do not exceed the Maximum Interest Rate; (iv) with respect to the issuance of Tax-Exempt Commercial Paper Notes, the facts, estimates, circumstances and representations set forth or made (as the case may be) in the Tax Certificate continue to exist and are reaffirmed on such date; (v) the terms of the Commercial Paper Notes do not exceed 270 days and the maturity dates of such Commercial Paper Notes set forth in the Issuance Request do not extend beyond the Business Day immediately preceding the Termination Date or the latest maturity date allowed by the City Legislatio n; (vi) the Commission has not been notified by Bond Counsel that their opinion with respec t to the validity of the Commercial Paper Notes and the tax treatment of the interest on the Tax-Exempt Commercial Paper Notes delivered prior to the initial issuance of th e Commercial Paper Notes has been revised or withdrawn or, if any such revisions or wit hdrawal has occurred, the revised opinion or a substitute opinion acceptable to the Dealers ha s been delivered; (vii) no Event of Default has occurred and is then continuing; (viii) all of the conditions precedent to the issuance of such Commercial Paper Notes, including the consent of the Director of Public Finance, to the delivery of such Issuance Request, set fort h in this Section 2.06 have been satisfied; and (ix) it has not received a No-Issuance Notice or Final Drawing Notice from the Bank.

The delivery of any Issuance Request to the Issuing and Paying Agent by a Designated Representative in the manner provided in this Section 2.06 shall constitute the certification and representation of the Commission as of the date of such Issuance Request as to the matters set forth in the immediately preceding paragraph. (c) Any Issuance Request made by telephone pursuant to this Section 2.06 may be recorded by the Issuing and Paying Agent and confirmed promptly in writing by a Designated Representative; provi ded however, that the failur e so to confirm any such Issuance Request, or any conflict between any such recorded oral Issuance Request and the written confirmation thereof, shall not affect the validity of any recorded oral Issuance Request received by the Issuin g and Paying Agent as provided herein. If the Issuing and Paying Agent does not record an oral Issuance Request, and a conflict exists between such oral Issuance Request and the written conf irmation thereof, the terms of the written confirmation shall control.

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(d) Prior to the initial delivery of the Commercial Paper Notes under this Agreement and as a condition to such initial issuance, the Commission shall be notified by the Issuing and Paying Agent that the Issuing and Paying Agent has received:
(i) The fully executed Reimbursement Agreement;
(ii) The executed Letter of Credit;
(iii) Fully executed copies of the Master Notes and Letter of Representation relating to the Commercial Paper Notes;
(iv) The opinions of the United States counsel (and foreign counsel if the Bank is a United States branch or agency of a bank organized under the laws of a country other than the United States) to the Bank, addressed to the Commission, the City and the Issuing and Paying Agent, to the effect that the Reimbursement Agreement and Letter of Credit are each a valid and binding obligation of the Bank, enforceable in accordance with their respective terms; and (v) Fully executed counterparts of the Dealer Agreements.

Section 2.07. Commercial Paper Notes . The Commission and the Issuing and Paying Agent may deem and treat the bearer of Commercial Paper Notes in bearer form or the registered owner of Commercial Paper Notes in registered fo rm as the absolute owner thereof (whether or not such Commercial Paper Note shall be overdue and notwithstanding any notation of ownership or other writing thereon made by anyone other than the Issuing and Paying Agent), for the purpose of receiving payment thereof or on account thereo f and for all other purposes, and neither the Commission nor the Issuing and Paying Agent shall be affected by any notice to the contrary.

Section 2.08. Mutilated, Lost, Stolen or Destroyed Commercial Paper Notes . If any Commercial Paper Note shall become mutilated, the Commission, at the expense of the Holder of such Commercial Paper Note, shall execute or ca use to be executed, and the Issuing and Paying Agent shall thereupon authenticate and deliver a new Commercial Paper Note of like tenor bearing a different number in exchange and substitution for the Commercial Paper Note so mutilated, but only upon surrender to the Issuing and Paying Agent of the Commercial Paper Note so mutilated.

If any Commercial Paper Note shall be lost, destroyed or stolen, evidence of the ownership thereof, and of such loss, destruction or theft may be submitted to the Commission and the Issuing and Paying Agent and, if such evidence be satisfactory to both and indemnity satisfactory to them shall be given, the Commission, at the expense of the Holder, shall execute, and the Issuing and Paying Agent shall thereupon authenticate and deliver a ne w Commercial Paper Note of like tenor and bearing a different number in lieu of and in su bstitution for the Commercial Paper Note so lost, destroyed or stolen (or if any such Commercial Paper Note shall have matured or shall be about to mature, instead of issuing a substitute Comme rcial Paper Note, the Commission may direct the Issuing and Paying Agent to pa y the same without surrender thereof). The Commission and Issuing and Paying Agent may require payment by the registered Holder of a Commercial Paper Note of a sum not exceeding the actual cost of preparing each new Commercial Paper Note executed and delivered pursuant to this paragrap h and of the expenses which may be incurred by the Commission and the Issuing and Paying Agent. Any Commercial Paper Note executed and

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delivered under these provisions in lieu of any Commercial Paper Note alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the Commission whether or not the Commercial Paper Note so alleged to be lost, destroyed or stolen shall be at any time enforceable by anyone, and shall be entitled to the benefits of this Agreement with all other Commercial Paper Notes secured by this Agreement.

Section 2.09. Surrender of Commercial Paper Notes . All Commercial Paper Notes surrendered for payment or registra tion of transfer, if surrendered to any person other than the Issuing and Paying Agent, shall be delivered to the Issuing and Paying Agent and shall be promptly cancelled by the Issuing and Paying Agent. The Commission may at any time deliver to the Issuing and Paying Agent for cancellation any Commercia l Paper Notes previously authenticated and delivered hereunder which the Commission may have acquired in any manner whatsoever, and all Commercial Paper Notes so delivered shall prom ptly be cancelled by the Issuing and Paying Agent. No Commercial Paper Note shall be authenticated in lieu of or in exchange for any Commercial Paper Notes cancelled as provided herein, except as ex pressly permitted hereunder.

All cancelled Commercial Paper Notes held by the Issuing and Paying Agent shall be disposed of as directed by the Commission.

Section 2.10. Execution and Authentication of Commercial Paper Notes . The Commercial Paper Notes shall be executed by a nd in the name of the Commission under this Agreement, by the signature of the General Manager of the Commission attested by the Secretary of the Commission and shall be de livered to the Issuing and Paying Agent. Such signature shall be manually affixed to the Commercial Paper Notes, except that if the Commercial Paper Notes shall have been manually authenticated by the I ssuing and Paying Agent, the signature of the General Manager of the Commission and Secretary of the Commission may be a printed, lithographed or engraved facsimile thereof. The Issuing and Paying Agent is hereby authorized to cause the blank spaces in forms of Commercial Paper Notes attached hereto to be filled in as may be appropriate and to deliver the Commercial Pa per Notes to the Dealers as directed by the Commission.

Section 2.11. Temporary Commercial Paper Notes.
(a) Until definitive Commercial Paper Notes are prepared, the Commission may execute and deliver, or, in the case of registered Commercial Pape r Notes, upon request by the Commission, th e Authenticating Agent sha ll authenticate and deliver, temporary Commercial Paper Notes that ma y be typewritten, printed or otherwise reproduced in lieu of definiti ve Commercial Paper Notes su bject to the same provisions, limitations and conditions as definitive Commercial Paper Notes. The temporary Commercial Paper Notes shall be dated as provided herein, shall be in such denomination or denominations and shall be numbered as the Commission shall determine, and shall be of substantially the same tenor as the defi nitive Commercial Paper Notes, but with such omissions, insertions and variations as the officers of the Commission executing the same may determine. The temporary Commercial Paper Notes shall only be issued in fully registered form, and may be issued in the form of a single Commercial Paper Note. (b) Without unreasonable delay after the issuance of any temporary Commercial Paper Notes, the Commission shall cause the definitive Commercial Paper

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Notes to be prepared, executed and deliver ed. Any temporary Commercial Paper Notes issued shall be exchangeable for definitive Commercial Paper Notes upon surrender to the Issuing and Paying Agent or, in the case of re gistered Commercial Paper Notes, to the Registrar of any such temporary Commercial Paper Note or Commercial Paper Notes, and, upon request by the Commission, the Authenticati ng Agent shall authenticate and deliver to the Holder of the temporary Commercial Paper Note or Commercial Paper Notes, in exchanges therefor, a like principal amount of definitive Commercial Paper Notes in authorized denominations of the same interest rate and maturity date. Until so exchanged the temporary Commercial Paper Notes shall in all respects be entitled to the same benefits as definitive Notes executed and delivered pursuant hereto. (c) All temporary Commercial Paper Notes surrendered in exchange for a definitive, Commercial Paper Note or Commercial Paper Notes shall forthwith be cancelled by the Issuing and Paying Agent or the Registrar.

Section 2.12. Non-Presentment of Commercial Paper Notes; Unclaimed Money. (a) If any Commercial Paper Notes are not presented for payment when the principal thereof becomes due, all liability of the Commission to the Holder thereof for the payment of such Commercial Paper Notes sh all be completely di scharged if funds sufficient to pay such Commercial Paper Notes and the interest due thereon to the stated maturity date shall be held by the Issuing and Paying Agent for the benefit of such Holder, and thereupon it shall be the duty of the I ssuing and Paying Agent to hold such funds subject to subsection (b) below, without liability for interest thereon, for the benefit of such Holder, who shall thereafter be restricted ex clusively to such funds for any claim of whatever nature under this Agreement or on, or with respect to, such Commercial Paper Note.
(b) Anything contained herein to the contrary notwithstanding, any money held by the Issuing and Paying Agent in trust for the payment and discharge of any Commercial Paper Notes which remains unclaimed for two (2) years after the date when the payments on such Commercial Paper Notes have become payable, if such m oney was held by the Issuing and Paying Agent on such date, or for two (2) years after the date of deposit of such money if deposited with the Issuing and Paying Agent after the date when the principal of such Commercial Paper Notes has become pa yable, shall upon written direction from the Commission be repaid by the Issuing and Paying Agent to the Commission as its absolute property free from trust, and the Issuing and Paying Agent shall thereupon be released and discharged with respect thereto and the Holders shall look only to the Commission for the payment of the principal of su ch Commercial Paper Notes and the interest due thereon to the stated maturity date; provided that befo re directing the Issuing and Paying Agent to make any such payment to the Commission, the Commission shall publish once in The Wall Street Journal a notice that such money remains unclaimed and that after a date named in such notice, which date shall not be less than sixty (60) days after the date of the earliest publication of such notice, the Commission sh all direct the Issuing and Paying Agent to pay to the Bank so much of such money as the Bank certifies to the Commission and the City, that the Commission owes to the Bank w ith respect to any Commercial Paper Note or under the Reimbursement Agreement or this Agreement, and the Commission shall

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direct the Issuing and Paying Agent to pay a ny balance of such money then unclaimed to the Commission.

Section 2.13. SPANS Online.
(a) The Commission and each Designated Representative may use the U.S.

Bank Securities Processing Automated Notes System Online (“SPANS Online”) instruction and reporting communication service to transmit instructions to the Issuing and Paying Agent or obtain reports with respect to the Commercial Paper Notes. The Commission acknowledges that (i) some or all of the services utilized in connection with SPANS Online are furnished by SS&C Technol ogies, Inc. (“SS&C”), (ii) SPANS Online is provided to the Commission “AS IS” without warranties or representations of any kind whatsoever, and (iii) SPANS Online is proprieta ry and confidential property disclosed to the Commission in confidence and may be utilized only on the SPANS Online Terms and Conditions as set forth in the SPANS Online website and for purposes set forth in this Agreement.
(b) To permit the use of SPANS Online to tr ansmit instructions and/or obtain reports with respect to the Commercial Pape r Notes, the Issuing and Paying Agent will supply the Commission with a customer identification number and initial passwords. The Commission may thereafter change its passwords directly through SPANS Online. The Commission will keep all information relating to its identification number and passwords strictly confidential and will be responsible for the maintenance of adequate security over its customer identification number and passwor ds. Instructions transmitted over SPANS Online and received by the Issuing and Paying Agent pursuant to this Agreement shall be deemed conclusive evidence that such instruct ions are correct and complete and that the issuance or redemption of the Commercial Paper Notes directed thereby has been duly authorized by the Commission.
(c) Instructions transmitted via SPANS On line shall be the equivalent to the giving of a duly authorized written instruct ion which the Issuing and Paying Agent may act upon without liability.

ARTICLE III

FUNDS AND ACCOUNTS; APPLICATION OF NOTE PROCEEDS
Section 3.01. Establishment and Designation of Funds and Accounts. (a) There is hereby established a Construction Fund, with accounts therein for each Subseries of Commercial Paper Note s designated as the “Subseries A-[3/5] Construction Account” and the “Subseries A-[3/5]-T Construction Account”, which the City Treasurer shall hold in accordance with this Agreement; (b) There is hereby established hereunder a Debt Service Fund, and the Issuing and Paying Agent shall hold such fund in accordance with this Agreement and within such fund establish and maintain the following accounts:

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(i) Debt Service Account, with subaccounts therein for each Subseries of Commercial Paper Notes designated as the “Subseries A-[3/5] Debt Service Account” and the “Subseries A-[3/5]-T Debt Service Account”; (ii) Bank Payment Account, with s ubaccounts therein for each Subseries of Commercial Paper Notes desi gnated as the “Subseries A-[3/5] Bank Payment Account” and the “Subseries A-[3/5]-T Bank Payment Account”; and (iii) Bank Note Debt Service Account, with subaccounts therein for each Subseries of Commercial Paper Notes desi gnated as the “Subseries A-[3/5] Bank Note Debt Service Account” and the “Subseries A-[3/5]-T Bank Note Debt Service Account”.

Section 3.02. Deposit of Proceeds of Commercial Paper Notes. Promptly upon receipt thereof, the Issuing and Paying Agent shall first deposit the proceeds of the sale of the applicable Subseries of Commercial Paper Notes into the related subaccount of the Bank Payment Account in an amount equal to the Unpaid Drawings, if any, made on th e Letter of Credit to pay principal of and/or interest on such Subseries of Commercial Paper Notes and unreimbursed Advances under the Reimbursement Agreement; and shall then tr ansfer the remaining proceeds to the City Treasurer for deposit in the related account of the Construction Fund.

Section 3.03. Application of Moneys in Construction Fund. (a) Moneys in the Construction Fund attributable to each Subseries of Commercial Paper Notes shall be applied by the Commission to the payment of the Cost of Wastewater Enterprise Projects or the Cost of Taxable Wastewater Enterprise Projects, as applicable, and to the payment of the ad ministrative costs related to the applicable Subseries of Commercial Paper Notes, includi ng but not limited to th e fees and expenses of the Dealers, the Issuing and Paying Agent, the Rating Agencies, the Bank and any other attorneys, consultants or service providers, which administrative costs shall be paid by the Commission on or about the last day of Ma rch, June, September and December of each year.
(b) The General Manager of the Commission is hereby authorized to disburse from each account of the Cons truction Fund the amount requir ed for the payment of the Cost of Wastewater Enterprise Projects or the Cost of Taxable Wastewater Enterprise Projects, as applicable, and administrative costs and is directed to make such disbursements upon receipt of a warrant drawn by the Cont roller. Proceeds of the Tax-Exempt Commercial Paper Notes may not be used to fi nance or refinance any portion of the Cost of Taxable Wastewater Enterprise Projects and administrative costs funded with proceeds of the Taxable Commercial Paper Notes, unles s the Commission receives an opinion of Bond Counsel that such use of proceeds will not adversely affect the exclusion from gross income for federal tax purposes of interest on the Tax-Exempt Commercial Paper Notes.

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Section 3.04. Deposits Into and Uses of the De bt Service Account and the Bank Payment Account.
(a) The Issuing and Paying Agent shall make information available to the Commission on or before 5:00 p.m., New York City time, on the Business Day prior to the maturity date or acceleration date of each Commercial Paper Note or the date on which the Bank is to honor payment of a Drawing in connection with a Final Drawing Notice, as the case may be, as to the total amount of principal and interest due, on such maturity date or acceleration date or the date on which the Bank is to honor payment of a Drawing in connection with a Final Drawing Notice.
(b) On or before 11:00 a.m., New York City time, on the maturity date or acceleration date of each Commercial Paper Note or on the date on which the Bank honors payment of a Drawing in connection with a Final Drawing Notice, the Commission shall deposit, or cause to be deposited, with th e Issuing and Paying Agent in immediately available funds from amounts representing proceeds of sale of a Subseries of Commercial Paper Notes (as required by Section 3.02 hereof) or from Available Wastewater Enterprise Revenues (or borrowings secure d thereby) for deposit in th e applicable Bank Payment Account, an amount sufficient, together with all other amounts available to the Issuing and Paying Agent in the applicable Bank Payment Account which the Issuing and Paying Agent shall promptly apply to reimburse the Bank in full for the amounts drawn under the Letter of Credit to pay principal of and interest due on all Commercial Paper Notes on such maturity date or acceleration date or on th e date on which the Bank honors payment of a Drawing in connection with a Final Drawing Notice.
(c) Each Drawing received by the Issuing and Paying Agent as a result of a drawing under the Letter of Credit to pay the principal of and interest on maturing or accelerated Commercial Paper Notes (including a Drawing in connection with a Final Drawing Notice) shall be deposited into the related subaccount of the Debt Service Account and used solely to pay the pr incipal of and interest on such maturing Commercial Paper Notes upon the proper presentment thereof.
(d) Moneys in the Debt Service Account and the Bank Payment Account shall not be invested.
(e) Any lien that the Issuing and Paying Agent may have on any Drawings under the Letter of Credit shall be expressly subordinate to the lien on such funds created for the benefit of the holders of the Commercial Paper Notes and the Bank.

Section 3.05. Drawings Under the Letter of Credit . The Issuing and Paying Agent agrees to hold the Letter of Credit for the benefit of the Holders, from time to time, of the applicable Subseries of Commercial Paper Note s. On or before each maturity date or acceleration date for any Commercial Paper Note, an au thorized officer of the Issuing and Paying Agent shall present all required drawing certific ates and accompanying documentation, to the Bank and demand payment be made under the Letter of Credit on such maturity date or acceleration date at such time and in such amount not in excess of the Stated Amount so as to be timely and sufficient to pay the entire amount of principal a nd interest becoming due on such Commercial Paper Notes on such

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date; provided that, in each case any certificates of the Issuing a nd Paying Agent shall be signed by one who states therein that su ch person is a duly authorized of ficer of the Issuing and Paying Agent. Upon receipt of a Final Drawing Notice from the Bank, the Issuing and Paying Agent shall draw on the Letter of Credit no later than the second Business Day prior to the Termination Date after the receipt of such notice in an amount at le ast equal to the principal of and interest accrued and to accrue until the scheduled maturity date on all related outstanding Commercial Paper Notes to be paid on such scheduled ma turity date pursuant to Sec tion 2.02. This Agreement shall constitute the irrevocable instruction by the Commission to the Issuing and Paying Agent to make the Drawings under the Letter of Credit as provided hereunder.

The Issuing and Paying Agent shall not request any Drawing on the Letter of Credit for the purpose of paying any Commercial Paper Notes registered in the name of the Commission.

Section 3.06. Investments Authorized. Except as otherwise set forth herein, money held by the Issuing and Paying Agent in any fund or account hereunder shall be invested by the Issuing and Paying Agent in Qualified I nvestments pending application as provided herein solely at the written direction of a Designated Representative, shall be registered in the name of the Issuing and Paying Agent where applicable, as Issuing and Paying Agent, and shall be held by the Issuing and Paying Agent. Money held in any fund, account, or subaccount hereunder (other than the Rebate Fund) may be commingled for pu rposes of investment only; pr ovided, however, that each fund, account, or subaccount held by the Issuing and Pa ying Agent hereunder shall be accounted for separately and provided, further, that moneys in the Debt Service Account and the Bank Payment Account shall not be invested.

Section 3.07. Moneys Remaining in Funds and Accounts . At any time there are no Commercial Paper Notes Outstanding or any Bank Notes Outstanding, the Commission may withdraw moneys from any Fund or Account established hereunde r by written direction to the Issuing and Paying Agent. Upon receipt of such a written reque st, the Issuing and Paying Agent shall deliver any amounts so specified to, or upon the order of, the Commission.

ARTICLE IV

THE BANK NOTES
Section 4.01. Authorization and Terms of Bank Notes.
(a) The Commission has authorized the issuan ce of one or more series of its Bank Notes, as provided in the Reimbursement Agreement. Bank Notes shall be issued on the date the Letter of Credit or Alternate Facility is delivered to evidence the obligation of the Commission to repay any Unpaid Drawings. Any Bank Notes issued to the Bank shall be designated the “San Francisco Public Utilities Commission Bank Note (Wastewater Series, Tax-Exempt Subseries A-[3/5] and Taxable Subseries A- [3/5]-T – [Bank of America, N.A.][Truist Bank]),” initially. Bank Notes shall be issued to evidence the obligation of the Commission with respect to all Unpaid Drawings and Advances. A copy of each fully executed Bank Note shall be provided to the Bank, and the Issuing and Paying Agent shall not be responsible for, or have any liability for the issuance of, Bank Notes.

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(b) The Bank Notes shall be payable at such times and in such amounts as specified in the Bank Note and the Reimbursement Agreement.

Section 4.02. Form of Bank Notes and Authentication Certificate. The definitive Bank Notes and the Certificate of Authentication endorsed thereon shall be substantially in the forms set forth in the Reimbursement Agreement, with such appropriate variations, omissions and insertions as shall be necessary or appropriate in or der to accomplish the purpose of the transaction authorized by this Agreement.

The Bank Notes may have endorsed thereon such legends or text as may be necessary or appropriate to conform to any applicable rules a nd regulations of any gove rnmental authority or any usage or requirement of law or regulation with respect thereto.

Section 4.03. No Transfers of Bank Notes . To the extent permitted by applicable law, the Bank Notes shall be non-negotiable and non-transferable, except that the Bank Notes may be transferred to any successor or to the Bank by merger or other bu siness combination and transferred and/or assigned as set forth in the Reimbursement Agreement.

Section 4.04. Deposits of Available Wastewater Enterprise Revenues in Bank Note Debt Service Account.
(a) On or before the Business Day before each Bank Note Payment Date, the General Manager of the Commission shall alloca te and transfer to the Issuing and Paying Agent in immediately available funds for deposit in the Bank Note Debt Service Account amounts from Available Wastewater Enterprise Revenues (or at the Commission’s option, the proceeds of any commercial paper or Wastewater Bonds) if amounts are insufficient to make any payment in full, as follows:
(i) An amount equal to the aggregate amount of interest due and payable on such Bank Note Payment Date on all Bank Notes Outstanding payable from Available Wastewater Enterprise Revenues; and
(ii) An amount equal to the aggregat e amount of principal due and payable on such Bank Note Payment Date on all Bank Notes Outstanding payable from Available Wastewater Enterprise Revenues.
(b) Amounts in the Bank Note Debt Servi ce Account shall be invested in Qualified Investments by the Issuing and Paying Agent as directed in writing by a Designated Representative, with the approval of the Bank (which approval shall not be unreasonably withheld).
(c) The Bank Notes shall not be payable from the proceeds of any Drawing. (d) Notwithstanding anything to the contrary in this Agreement, no proceeds of Tax-Exempt Commercial Paper Notes shall be deposited into a s ubaccount of the Bank Note Debt Service Account to pay principal of or interest on the portion of a taxable Bank Note which evidences and secures Advances related to Taxable Commercial Paper Notes, unless the Commission receives an opinion of Bond Counsel that such use of proceeds will

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not adversely affect the exclusion from gross income for federal tax purposes of interest on the Tax-Exempt Commercial Paper Notes.

ARTICLE V

COVENANTS; REPRESENTATIONS
Section 5.01. No Arbitrage. The Commission shall not take, nor permit to be taken by the Issuing and Paying Agent or otherwise, any ac tion which, if such action had been reasonably expected to have been taken or had been deliber ately and intentionally taken on the date of the issuance of any Tax-Exempt Commercial Paper Notes, would have caused such Tax-Exempt Commercial Paper Notes to be “arbitrage bonds” within the meaning of Section 148(a) of the Code and Regulations. To that end, the Commission will comply with all requirements of Section 148 of the Code to the extent applicable to the Tax-Exempt Commercial Paper Notes. In the event that at any time the Commission is of the opinion that for purposes of this Section 5.01 it is necessary to restrict or to limit the yield on the investment of any moneys held by the Issuing and Paying Agent under this Agreement, the Commission shall so instruct the Issuing and Paying Agent in writing, and the Issuing and Paying Agent shall take such action as may be necessary in accordance with such instructions.

Section 5.02. Rebate to United States. The Commission will pay or cause to be paid to the United States Government the amounts requ ired by Section 148(f) of the Code and any Regulations promulgated thereunder at the times required thereby. To further the satisfaction of such rebate requirement, there is hereby created, to be held by the Issuing and Paying Agent as a separate fund for the Tax-Exempt Commercial Paper Notes distinct from all other funds and accounts held by the Issuing and Paying Agent under the Agreement, a fund designated as the “Rebate Fund.” The Issuing and Paying Agent shall hold any payments received from the Commission for deposit into the Rebate Fund for purposes of ultimate rebate to the United States, all as more particularly described in the Tax Ce rtificate. Pending paymen t to the United States, moneys held in the Rebate Fund are hereby pledged to secure such payments to the United States as provided herein and in the Tax Certificat e, and neither the Commission, the Owners nor any other person shall have any rights in or claim to such moneys. The Issuing and Paying Agent shall invest all amounts held in the Rebate Fund as di rected in writing by a Designated Representative in Nonpurpose Investments (as defined in the app licable Tax Certificate) , as directed by the Commission in the applicable Tax Certificate. For the avoidance of doubt, the Issuing and Paying Agent shall have no obligation to determine whet her any investment dir ected by a Designated Representative is a Nonpurpose Investment.

Computations of the rebate amount and all calculations under this Section and the Tax Certificate shall be furnished by or on behalf of the Commission. The Issuing and Paying Agent shall be deemed conclusively to have complied with the provisions of this Section if it follows the payment directions of the Desi gnated Representative. The Issu ing and Paying Agent shall have no liability or responsibility to enforce complia nce by the Commission with the Tax Certificate.

The Issuing and Paying Agent shall have no obligation to pay any amounts required to be rebated pursuant to this Section, other than from mone ys required to be held in the funds and accounts created under this Agreement, including the Rebate Fund, or from other moneys provided to it by the Commission.

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The Commission and the Issuing an d Paying Agent shall keep and retain, for a period of three (3) years following the retirement of the Tax-Exempt Commercial Paper Notes, records of the determinations made pursuant to this Section 5.02.

In order to provide for the administration of this Section 5.02, the Commission may provide for the employment of independent attorneys, accountants and consultants, who shall be selected by the Commission with reasonable care and co mpensated on such reas onable basis as the Commission may deem appropriate, and the Issuing and Paying Agent may rely conclusively upon the opinions, calculations, determinations and advice of such attorneys, accountants and consultants employed hereunder.

Section 5.03. Tax Covenant. The Commission shall not use or knowingly permit the use of any proceeds of the Tax-Exempt Commerci al Paper Notes or any other funds, of the Commission, directly or indirectly, in any manner , and shall not take or permit to be taken any other action or actions, which w ould result in, any of the Tax- Exempt Commercial Paper Notes being treated as an obligation not described in Section 103(a) of the Code. Without limiting the generality of the foregoing, the Commission will comply with all the requirements and covenants contained in the Tax Certificate. This covenant shall survive the payment in full or defeasance of the Tax-Exempt Commercial Paper Notes.

Section 5.04. Taxable Commercial Paper Notes . Notwithstanding anything in this Agreement to the contrary, the provisions of Sections 5.01, 5.02 and 5.03 sh all not apply to the Taxable Commercial Paper Notes.

Section 5.05. Letter of Credit. The Commission hereby covenants to maintain in effect the Letter of Credit or an Alternate Facility meeting the requirements hereof at all times that Commercial Paper Notes are Outstanding hereunder. The Commission further covenants that if it is unable to obtain a binding com mitment for an Alternate Facility at least 90 days prior to the Expiration Date, it shall use its best efforts to the extent permitted by law, to endeavor to refinance the outstanding Commercial Paper Notes or Bank Notes, as the case may be.

Section 5.06. Amounts of Rates and Charges. The Commission covenants to establish, maintain, and collect rates and charges with respect to the Wastewater Enterprise sufficient (after giving effect to the expected r eceipt of refinancing proceeds from the sale of Commercial Paper Notes or Wastewater Bonds) to pay the Commer cial Paper Notes, the Bank Notes, all other amounts due and owing under the Re imbursement Agreement and a ll other obligations payable from the Wastewater Enterprise.

Section 5.07. Limitation on Additional Debt . The Commission will not issue any additional bonds, notes or othe r obligations for borrowed mone y payable from revenues of the Wastewater Enterprise unless the Commission provides a certificate of a Designated Representative of the Commission to the effect that (i) actual revenues of such enterprise for the most recently completed Fiscal Year, or (ii) pr ojected revenues for the next three Fiscal Years following the issuance of such additional bonds, notes or other indebtedness are or will be sufficient to satisfy Se ction 5.06 hereof, assuming the issuan ce of such bonds, notes or other indebtedness to pay any maturing Commercial Paper Notes. If the Commission shall issue such certificate, the Commission shall provide a copy to the Bank promptly upon its execution.

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Section 5.08. Financial Statements. The Commission will keep proper books of records and accounts of the Wastewater Enterprise, separate and apart from all other records and accounts of the Commission, in which complete and correct entries shall be made of all transactions relating to the Wastewater Enterprise. Such books and records shall at all times during regular business hours be available to the Bank and to the Holders of the Commercial Paper Notes or their representatives authorized (at the cost of such Holders as the Commission may charge) in writing, at reasonable hours and upon prior written not ice to the Commission and under reasonable conditions. The Commission shall be entitled to charge the cost of copying any such records to the Bank or the Holders of Commercial Paper Notes, or their representatives, as the case may be.

ARTICLE VI

PLEDGE OF AVAILABLE REVENUES; LIMITED LIABILITY OF THE

COMMISSION
Section 6.01. Available Wastewater Enterprise Revenues . The Commercial Paper Notes, and the Bank Notes are revenue obligations , are not secured by th e taxing power of the Commission or the City and shall be payable as to both principal and interest from, and shall be secured solely by a pledge (which pledge shall be effected in the manner and to the extent hereinafter provided) of, the Available Wastewater Enterprise Revenues. The Available Wastewater Enterprise Revenues, including th e Funds and Accounts created hereunder with respect thereto (except the Rebate Fund), constitu te a trust fund for the security and payment of the interest on and principal of the Commercial Paper Notes and the Bank Notes and all obligations of the Commission relating to such Notes hereunder and under the Reimbursement Agreement and all Parity Notes secured by Available Wastewater Enterprise Revenues. The Available Wastewater Enterprise Revenues are hereby ple dged to the payment of the Commercial Paper Notes and the Bank Notes and all obligations of the Commission relating to such Commercial Paper Notes hereunder and under the Reimbursement Agreement without priority or distinction of one over the other, except as expressly provided hereunder. The pledge of Available Wastewater Enterprise Revenues herein made shall be irrevocable until all of the Commercial Paper Notes and the Bank Notes and any Parity Notes secured by Available Wastewater Enterprise Revenues have been paid and retired and any related obligations of the Commission under the Reimbursement Agreement have been satisfied. No filing, registering or recording shall be required to perfect the security interest in the Available Wastewater Enterprise Revenues.

Section 6.02. Limited Obligations. The obligation of the Commission to pay the Holders from time to time of Commercial Paper Notes shall be only from Available Wastewater Enterprise Revenues. No Holder of any Co mmercial Paper Note shall ever have the right to compel any exercise of the taxing power of the City to pay any Commercial Paper Note or the interest thereon.

The credit of the City is not pledged for the payment of the principal or interest on any Commercial Paper Note or any Bank Note and the general fund of the City is not liable for the payment of the Commercial Paper Notes or the Bank Notes. The Holder of the Commercial Paper Notes shall not be entitled to compel the forfeiture of any property of the Commission or the City.

Neither the Commission nor any officer or empl oyee thereof shall be liable or obligated for the payment of the principal of or interest on any Commercial Paper Notes or Bank Notes or for any payment agreed to be made or contemplated pursuant to the terms of this Agreement, save

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and except from Available Wastewater Enterprise Revenues, and the other moneys pledged thereto under the terms of this Agreement.

ARTICLE VII

ISSUING AND PAYING AGENT; DEALER
Section 7.01. Appointment of Issuing and Paying Agent . The Commission hereby appoints U.S. Bank Trust Company, National Asso ciation to serve as Is suing and Paying Agent hereunder. The Issuing and Paying Agent hereby accepts such appointment and hereby agrees to hold such funds, and fulfil l such other duties of the Issuing and Paying Agent as more fully set forth in this Agreement. The Commission acknowledges that (i) the Issuing and Paying Agent has previously entered into a commer cial paper certificat e agreement (the “Certificate Agreement”) with DTC, a copy of which is on file with the Commission and the Issuing and Paying Agent, and (ii) the continuing effectiveness of the Certificat e Agreement is a necessary prerequisite to the Issuing and Paying Agent’s providing services re lated to the issuance and payment of the Commercial Paper Notes while the Commercial Paper Notes are in book-entry only form and DTC is the Note Depository.

Section 7.02. Reports, Records and Accounts.
(a) The Issuing and Paying Agent shall at all times keep or cause to be kept proper books and records, as sha ll be consistent with prudent industry practice, in which complete and accurate entries shall be made of all transactions, including without limitation a complete record of all Issu ance Requests, made by it rela ting to the proceeds of the Commercial Paper Notes and all Funds and A ccounts established and maintained by the Issuing and Paying Agent hereunder. Such records shall be available for inspection by the Commission, the City and the Bank on each Business Day upon reasonable notice during reasonable business hours and by any Commerc ial Paper Noteholder or its agent or representative duly authorized in writing at reasonable hours upon reasonable notice. (b) The Issuing and Paying Agent shall provide to the Commission each month a report of the amounts de posited in each Fund and Ac count held by it under this Agreement and the amount disbursed from such Funds and Accounts, the earnings thereon, if any, the ending bala nce in each such Fund and Acc ount, and the inve stments in each such Fund and Account. The Issuing and Paying Agent shall also make available to the Commission such information regarding the issuance of Commercial Paper Notes during the subject month as the Commission shall reasonably request. (c) The Issuing and Paying Agent shall maintain such books, records, and accounts as may be necessary to evidence the obligations of the Commission resulting from the Commercial Paper Notes, the principa l amounts owing there under, the maturity schedule therefor, the respective rates of interest thereon and the principal and interest paid from time to time thereunder. So long as the Commercial Paper Notes are in book-entry form, in any legal action or proceeding with re spect to a master note, the entries made in such books, records or accounts shall be, absent manifest error, conclusive evidence of the existence and the amounts of the obligations of the Commission therein recorded.

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Section 7.03. Duties. The Issuing and Paying Agent’ s duties and responsibilities in connection with the payment of the Commercial Paper Notes shall include:
(a) upon presentment at maturity of a Commercial Paper Note, to pay the principal of and interest on the Commercial Paper Note to the Holder thereof; (b) to make the necessary and timely draw ings under the Letter of Credit in accordance with the terms and provisions thereof in order to effectuate the timely payment of principal of and interest on the Commercial Paper Notes as the same becomes due; (c) to credit amounts received from the Co mmission for the payment of the principal of or interest on the Commercial Paper Notes to the related subaccount of the Bank Payment Account;
(d) to credit amounts received from the Bank as a result of drawings under the Letter of Credit to the related subaccount of the Debt Service Account; (e) to keep amounts on deposit in the re lated subaccount of the Debt Service Account separate from all other funds and acco unts of the Issuing and Paying Agent and to utilize such amounts in accordance with the terms hereof; and (f) the Issuing and Paying Agent agrees that it will not reduce, or consent to the reduction of, the Stated Amount of the Letter of Credit below the amount of Commercial Paper Notes Outstanding.

The Issuing and Paying Agent acknowledges that, prior to the issuance of any Commercial Paper Notes, it shall accept delivery of the Letter of Credit.

Section 7.04. Compensation. The Commission agrees to pay compensation for the Issuing and Paying Agent’s services hereunder in accordance with the Issuing and Paying Agent’s fee schedule, as amended from time to time (with notice to and the consent of the Commission), and to reimburse the Issuing an d Paying Agent for such disburse ments (including the reasonable fees and expenses of counsel). The Issuing and Paying Agent’s fee schedule is attached hereto as Exhibit E. The Commission shall also reimburse the Issuing and Paying Agent for any fees and charges imposed by the Note Depository with re spect to Commercial Paper Notes issued in book-entry form as set forth in the fee schedule. The Issuing and Paying Agent shall have no lien on Note Proceeds or on any Drawing under the Letter of Credit for payment of its compensation hereunder.

Section 7.05. Liability; Indemnification.
(a) The Commission agrees that the Issu ing and Paying Agent shall not be liable for any losses, damages, liabilities or co sts suffered or incurred by the Commission as a result of (i) the Issui ng and Paying Agent’s having duly executed Issuance Requests in good faith in accordance therewith and with this Agreement; (ii) the Issuing and Paying Agent’s improperly executing or failing to execute any Issuance Requests because of erroneous Issuance Requests, failure of communications media, or any other circumstances beyond the Issuing and Paying Agent’s control; (iii) the actions or inactions of DTC or any

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broker, dealer, consignee or agent not selected by the Issuing and Paying Agent; or (iv) any other acts or omissions of the Issuing and Paying Agent (or of any of its agents, directors, officers or employees) relating to this Agreement or the transactions or activities contemplated hereby except to the extent, if any, that such other acts or omissions constitute negligence or willful misconduct by the Issuing and Paying Agent (or by any of its agents, directors, officers or employees). In no event shall the Issuing and Paying Agent be liable for incidental, indirect, special, consequential or punitive damages or penalties (including, but not limited to lo st profits), even if the Issu ing and Paying Agent has been advised of the likelihood of such damages or penalty and regardless of the form of action.

None of the provisions contai ned in this Agreement shall require the Issuing and Paying Agent to expend or risk its own funds or otherwise incur financ ial liability in the performance of any of it s duties or in the exercise of an y of its rights or powers. The Issuing and Paying Agent’s duties and obligat ions shall be determined by the express provisions of this Agreement, and the Letter of Representation (including the documents referred to therein), and the Issuing and Payi ng Agent and its agents shall be responsible for the performance of only such duties and obligations as are specifically set forth herein and therein, and no implied duties or covenants shall be read into any such document against the Issuing and Paying Agent or their agents. The Issuing and Paying Agent has no fiduciary or discretionary duties of any kind. The Issuing and Paying Agent shall have no liability under and no duty to inquire as to the provisions of any agreement other than this Agreement, even if referred to herein or if a copy of such agreement is provided to the Issuing and Paying Agent. Neither the Issu ing and Paying Agent nor the Issuing and Paying Agent’s agents shall be required to ascertain whether any issuance or sale of Commercial Paper Note(s) or Bank Notes (or any amendment or termination of this Agreement) has been duly authorized or is in compliance with any other agreement to which the Commission is a party (whether or not Issuing and Paying Agent or any such agent is a party to such other agreement). The Issuing and Paying Agent may consult legal counsel selected by it in the event of any dispute or ques tion as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability in acting in accordance with the advice of such counsel and shall be fully reimbursed for the reasonable costs of such counsel. The Issuing and Paying Agent has no obligation to determine whether any investment it is directed to make is a Qualified Investment. (b) To the extent permitted by law, the Commission agrees to indemnify, protect, save and keep harmless the Issuing and Paying Agent and its directors, officers, employees and agents against any costs, expens es, fees (including reasonable legal fees), losses and liabilities which may be imposed on, incurred by, or asserted by the Commission or any other person or entity, against the Issuing and Paying Agent at any time (whether or not also indemnified against the same by th e Commission or any other person under any other agreement or instrument, but wit hout double indemnity) in the exercise or performance of its powers and duties under this Issuing and Paying Agent Agreement; provided, however, that the Commission shall not be required to indemnify the Issuing and Paying Agent for costs, expenses, fees, losses and liabilities arising out of negligence, willful misconduct, or bad faith of the Issuing and Paying Agent, its officers, directors, or employees, as determin ed by a court of competent jurisd iction. In no event shall the

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Commission or the Issuing and Paying Agent be liable to any person by reason of the transactions contemplated hereby other than to each other as set forth in this Section 7.05. (c) This Section 7.05 shall survive any termination of this Agreement and the issuance and payment of any Commercial Pape r Notes and the resignation or removal of the Issuing and Paying Agent.

Section 7.06. Additional Information . Upon the reasonable wr itten request of the Commission, the City or the Bank, as applicable, the Issuing and Paying Agent agrees promptly to provide the Commission, the City or the Bank, as applicable, with information with respect to the Commercial Paper Notes, including withou t limitation the Bank Notes, issued and paid hereunder. Such request shall be in written form and shall include the principal amount, date of issue, maturity date, interest rate and amount of interest, as applicable, of each Commercial Paper Note which has been issued or paid by the Issuing and Paying Agent and for which the request is being made.

Section 7.07. Resignation and Replacement of Issuing and Paying Agent. The Issuing and Paying Agent may at any time resign and be discharged of the duties and obligations created by this Agreement by giving at least 30 days’ written notice to the Bank, the City and the Commission. The Issuing and Paying Agent may be removed, with the written consent of the Bank, which consent shall not be unreasonably withhe ld, at any time by an instrument signed by a Designated Representative and filed with the Issuing and Paying Agent and the Bank. No such resignation or removal shall become effective, however, until a successor Issuing and Paying Agent has been selected and a ssumed the duties of the Issuing and Paying Agent hereunder and the Letter of Credit has been transferred to the successor Issuing and Paying Agent in accordance with its terms. If no successor has been appointed within such 30-day period, then the Issuing and Paying Agent shall have the right to petition a court of competent jurisdiction for the appointment of the Issuing and Paying Agent’s successor here under. The Issuing and Paying Agent shall be reimbursed by the Commission for any and all expenses in connection with any such petition and appointment.

In the event of the resignation or removal of the Issuing and Paying Agent, the Issuing and Paying Agent shall pay over, assign and deliver to the Commission any moneys held by it in such capacity to its successor after payment by the Co mmission of any unpaid fees, expenses or indemnification payments due and owing.

The Issuing and Paying Agent shall, at all t imes, be a bank or trust company having an office in New York, New York and shall at all times be a corporation or a national banking association organized and doing business under the laws of the United States of America or of any state with a combined capital and surplus of at least $50,000,000 and authorized under such laws to exercise corporate trust powers and be subject to supervision or examination by federal or state authority. If such corporation or national bank ing association publishes reports of condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this section, the combined capital and surplus of such corporation or national banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

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Any corporation or national banking association into which any Issuing and Paying Agent may be merged or converted or with which it may be consolidated, or any corporation or national banking association resulting from any merger, consolidation or conversion to which any Issuing and Paying Agent shall be a party, or any corporation or national banking association succeeding to the corporate trust business of any Issuing and Paying Agent shall be the successor of the Issuing and Paying Agent if such successor corporation or national banking asso ciation is otherwise eligible under this Section, wit hout the execution or filing of any further act on the part of the Issuing and Paying Agent or such successor corporation or national banking association.

Section 7.08. Dealers. The Commission hereby agrees that , at or prior to the time of issuance of any Commercial Paper Notes, the Commission will enter into a Dealer Agreement with each Dealer. The Commission covenants that at all times after the init ial issuance of any Commercial Paper Notes and prior to the Termination Date, it will maintain in effect one or more Dealer Agreements, pursuant to which each Dealer will agree to fu lfill the duties and obligations of the Dealer as set forth in this Agreement and its Dealer Agreement.

Section 7.09. Compliance with City Requirements . The Issuing and Paying Agent hereby agrees to comply with Section 9.23 hereof.

ARTICLE VIII

EVENTS OF DEFAULT AND REMEDIES OF COMMERCIAL PAPER

NOTEHOLDERS
Section 8.01. Events of Default . If one or more of the fo llowing events (herein called “Events of Default”) shall happen, that is to say:
(a) if default shall be made in the due and punctual payment of the principal of any Commercial Paper Notes when and as the same shall become due and payable, whether at maturity as therein expressed, by declaration or otherwise; (b) if default shall be made in the due and punctual payment of any installment of interest on any Commercial Paper Notes when and as such interest installment shall become due and payable; or
(c) if the principal of any Bank Note shall be declared due and payable prior to the maturity thereof pursuant to the Bank Note or the Reimbursement Agreement; then, and in every such event, (i) any Holder of any Commercial Paper Notes at the time outstanding may, by notice to the Commission, declare the principal of such Holder’s Commercial Paper Notes, and the interest accrued thereon, to be due and payable immediately, whereupon the same shall become and shall be immediately due a nd payable, anything in this Agreement or in the Commercial Paper Notes contained to the contrary notwithstanding and the Issuing and Paying Agent shall promptly make ther eafter a Drawing under th e Letter of Credit to pay the amount of interest and principal then due on the Commercial Paper Notes and; (ii) the Bank may, by notice to the Commission, declare the principal of the Bank Notes, and the interest accrued thereon, to be due and payable immediately, as and to the extent provided in the Reimbursement Agreement, and so long as the Bank has not failed to honor a properly presented and conforming Drawing under

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the Letter of Credit, the Issuing and Paying Agent shall apply any moneys in the Bank Note Debt Service Account and, the Bank Payment Account, at the direction of the Bank to the payment of the Bank Notes and amounts due to the Bank u nder the Reimbursement Agreement, upon which direction the Issuing and Paying Agent may conclusively rely w ithout inquiry, investigation or notice to the Commission or any other person or entity.

Section 8.02. Suits at Law or in Equity and Mandamus. In case one or more Events of Default shall occur, then and in every such case any Holder of any Commercial Paper Note at the time outstanding and the Bank shall be entitled to proceed to protect and enforce such Holder’s rights or the Bank’s rights, as the case may be, by such appropriate judicial proceeding as such enforcer shall deem most effectual to protect and enforce any such right, whether by mandamus or other suit or proceeding at law or in equity, for the specific performance of any covenant or agreement contained in this Agreement, or in ai d of the exercise of any power granted in this Agreement, or to enforce any other legal or equitable right. The provisions of this Agreement shall be a contract among the Commission, the Bank and each and every Holder of Commercial Paper Notes, and the duties of the Commission and of the Board shall be enforceable by the Bank (subject to Section 8.04 hereof) or any Commercial Pape r Noteholder by mandamus or other appropriate suit, action or proceeding in any court of competent jurisdiction.

Section 8.03. Remedies Not Exclusive . No remedy herein conf erred upon the Bank or the Holders of Commercial Paper No tes is intended to be exclus ive of any other remedy. Every such remedy shall be cumulativ e and shall be in addition to every other remedy given hereunder or now or hereafter existing, at law or in equity or by statute or otherwise, and may be exercised at any time or from time to time, and as often as may be necessary, by the Bank (subject to Section 8.04 hereof) or the Holder of any one or more of the Commercial Paper Notes.

Section 8.04. Bank to Control Remedies. So long as the Bank is not insolvent and has not failed to honor a properly presented and conf orming Drawing under the Letter of Credit, no remedy (other than the right of the Issuing and Paying Agent to request a Drawing under the Letter of Credit) under this Agreement with respect to the Commercial Paper Notes may be pursued by the Holders without the prior written consent of the Bank.

Section 8.05. Waiver of Events of Default . No Event of Default with respect to the Commercial Paper Notes or the Bank Notes shall be waived pursuant to Section 8.04 unless after such waiver the Letter of Credit shall have been reinstated and shall be in full force and effect.

ARTICLE IX

MISCELLANEOUS
Section 9.01. Supplemental Agreements. The Commission may modify or amend this Agreement and the rights and obligations of the Bank and the Holders of Commercial Paper Notes and the Commission hereunder at any time by a supplemental agreement, without notice to or the consent of the Bank or any Commercial Paper Note holder, but only to make such provisions for the purpose of (i) curing any ambiguity or formal defect or omission herein; (ii) curing, correcting or supplementing any defective provision contained in this Agreement which may be inconsistent with any provision herein, or to make any other provisions with re spect to matters or questions

40 4898-0945-2149.5
arising hereunder which shall not have a material adverse effect on the Holders or the Bank; (iii) granting or conferring upon the Holders and the Bank any additional rights, remedies, powers or authority that may be lawfully granted or conferred; (iv) securing additional revenues or providing additional security for the payment of any Commercial Paper Notes and the Bank Notes; (v) complying with requirements of the Code, in order to satisfy the covenants of Section 5.01 hereof; (vi) adding requirements the compliance of which is required by a Rating Agency in connection with issuing or maintaining a rating on the Commercial Paper Notes; and (vii) making any other change or addition hereto which, in the opinion of Bond Counsel, shall not have a material adverse effect on the interests of the Holders or the Bank. Any amendment or supplement to this Agreement that modifies or amends the rights or obligations of the Issuing and Paying Agent shall require an amending or supplementing document to this Agreement that is entered into by, and acceptable to, the Commission and the Issuing and Paying Agent. The Commission shall provide a copy of any such amendment to the Bank and the City promptly upon its execution.

Section 9.02. Alternate Facility. Notwithstanding anything he rein to the contrary, the Commission may obtain an Alternate Facility to re place a credit facility then in effect hereunder so long as said Alternate Facili ty shall go into effect at leas t one Business Day prior to the termination of the credit facility then in effe ct, and the Expiration Date with respect to such Alternate Facility shall be no earlier than the earlier of (i) six (6) m onths after its date, or (ii) the Expiration Date set forth in the cr edit facility then in effect. Th e Alternate Facility shall have a Stated Amount (as such term is used in the Letter of Credit) at least as gr eat as the credit facility being replaced. The following are further conditions to the Issuing and Paying Agent’s ability to release an existing credit facility and accept an Alternate Facility, as directed by the Commission in writing:
(a) The Commission shall deliver written notice of the proposed Alternate Facility to the Issuing and Paying Agent, the Bank, the City and each Dealer not less than 45 days prior to the substitution date.
(b) At least one Business Day prior to the substitution date, there shall be delivered to the Commission and/or the Issuing and Paying Agent written evidence from each Rating Agency then maintaining a rating on the Commercial Paper Notes, that the substitution of such Letter of Credit will not, in and of itself, result in any rating then assigned to the Commercial Paper Notes being suspended, reduced or withdrawn. (c) At the time of the substitution, no Commercial Paper Notes shall be outstanding.
(d) The Issuing and Paying Agent shall, at the expense and direction of the Commission, deliver written notice of such su bstitution to the registered Holders of the Commercial Paper Notes at least 30 days prior to the substitution date. If any Outstanding Note is in bearer form, the Issuing and Paying Agent shall, at the expense and direction of the Commission, publish notice of the substi tution of such Alternate Facility in a newspaper in which the Commission regularly publishes its legal notices at least 30 days prior to the substitution date.

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(e) An opinion or opinions of counsel to the successor Bank shall be delivered to the Commission and the Issuing and Paying Agent to the effect that the Alternate Facility is a legal, valid and binding obligation of the issuing Bank a nd is enforceable against the Bank in accordance with its terms.
(f) An opinion of Bond Counsel shall be delivered to the Commission and the Issuing and Paying Agent to the effect that the substitution of the Letter of Credit is authorized hereunder and (excep t with respect to the Taxa ble Commercial Paper Notes) will not, in and of itself, adversely affect the exclusion from gross income for federal tax purposes of interest on the Tax-Exempt Commercial Paper Notes.

Section 9.03. Amendments to Wastewater Bonds Indenture. The Commission hereby covenants not to make any amendment to the Wastewater Bonds Indenture which would materially adversely affect the interest of the Holders from time to time of the Commercial Paper Notes or the Bank, unless the Commission shall have first obtained the consents to such amendments by the Bank. Upon the execution of any such amendm ent without the consents of the Bank, the Commission shall be required to certify that such amendment to the Wastewater Bonds Indenture will not have such effect.

Section 9.04. Timeliness of Deposits. Funds shall be deemed transferred for purposes of timeliness of receipt under this Agreement when transfer instructions for transfer by federal reserve wire have been given and a federal wire number confirmation has been received; provided that the party to receive such funds shall not be required to take any action required to be taken hereunder with respect to such funds until it has confirmation of actual receipt of such funds.

Section 9.05. Discharge and Defeasance of Commercial Paper Notes . Commercial Paper Notes shall not be deemed to have been paid in full, and the obligation of the Commission thereunder to have ceased, terminated and become void and comp letely discharged and satisfied, unless payment of the principal of, and interest on the Commercial Paper Notes either:
(a) shall have been made or caused to be made in accordance with the terms of the Commercial Paper Notes and this Agreement, or
(b) shall have been provided for by irrevocably depositing with the Issuing and Paying Agent and irrevocably setting aside exclusively for such payment (i) if at least one day prior to the date of such deposit, there shall have been delivered to the Commission written evidence from each Rating Agency then maintaining a rating on the Commercial Paper Notes, that such defeasance will not, in and of itself, result in any rating then assigned to the Commercial Paper Notes being suspended, reduced or withdrawn, Available Moneys sufficient to make such payment, and/or (ii) noncallable obligations backed by the full faith and credit of the United States Government (“Government Obligations”) purchased with Available Moneys, in each case, in an amount sufficient, with reinvestment, to pay when due the principal amount of the Commercia l Paper Notes, including accrued interest thereon;
provided that if payment of the principal of, and interest on the Commercial Paper Notes is paid pursuant to (b) above, the Commission shall have received (and provided a copy thereof to

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the Issuing and Paying Agent) (x ) a verification report from an i ndependent firm of nationally recognized certified public accountants addressed to the Commission and the Issuing and Paying Agent, acceptable in form and substance to the Commission, verifying the sufficiency of the escrow established to pay the Commercial Paper Notes in full on the maturity date, and (y) an opinion of Bond Counsel addressed to the Commission and the Issuing and Paying Agent acceptable in form and substance to the Commission and the Issuing and Paying Agent to the effect that the Commercial Paper Notes are no longer Outstanding under this Issuing and Paying Agent Agreement, a copy of which verification report and opinion shall be provided by the Commission to each Rating Agency then maintaining a rating on the Commercial Paper Notes.

Section 9.06. Payments or Actions Occu rring on Non-Business Days . If a payment date is not a Business Day at the place of payment or if any action required hereunder is required on a date that is not a Business Day, then payment may be made at that place on the next Business Day or such action may be taken on the next Business Day with the same effect as if payment were made on the action taken on the stated date, and no interest shall accrue for the intervening period; provided, however, that this Section 9.06 shall not apply to Bank Notes.

Section 9.07. Notices to Rating Agencies . The Commission shall provide each Rating Agency, with a copy to the City, with written no tice of the occurrence of the following events:
(i) removal or appointment of any Dealer, (ii) the appointment of a successor Issuing and Paying Agent, (iii) amendments to this Agreement or the Letter of Credit, (iv) the expiration, termination, substitution or extension of the Letter of Credit or Alternate F acility, and (v) the defeasance or acceleration of all Outstanding Commercial Paper Notes. Notice to Moody’s shall be addressed as follows (or as provided in any subseque nt notice to the Commi ssion) Moody’s Investors Service, 7 World Trade Center, 250 Greenwich Street, New York, New York 10007, Attention:

Public Finance Group, and notice to Standard and Poor’s shall be addressed as follows (or as provided in any subsequent notice to the Commission) Standard and Poor’s, 55 Water Street, 41 st
Floor, New York, New York 10041, Attention: Public Finance Structured Group.

Section 9.08. Issuance Requests; Addresses . Issuance Requests hereunder shall be (a) mailed, (b) telephoned, (c) tr ansmitted through electronic mail , and/or (d) transmitted via SPANS Online described in Section 2.13 hereof to the Issuing and Paying Agent at the address, telephone number, email address or through SPANS Online and shall be deemed delivered upon receipt by the Issuing and Paying Agent at th e address, telephone number or email address specified below or through SPANS Online.

U.S. Bank Trust Company, National Association
Attention: Money Market Operations
111 Fillmore Ave E
St. Paul, MN 55107
Telephone: (651) 466-5617
Email address: [email protected]
All notices, requests, demands, including any No-Issuance Notices, Final Drawing Notices and other communications hereunder (excluding Issuance Requests) shall be in writing and shall be deemed to have been duly given (a) upon deliver y by hand (against receipt), or (b) three days after such notice, request, demand, or other communication is delivered to a United States Post

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Office certified mail (against receipt) or by regul ar mail (upon receipt) to the party and at the address set forth below or at such other address as a party may designate by written notice, or on the day of receipt of any email, upon confirmation of receipt by the recipient:
(a) If to the Commission:

City and County of San Francisco
Public Utilities Commission
Attention: Chief Financial Officer
525 Golden Gate Avenue, 13th Floor
San Francisco, California 94102
Telephone: (415) 554-3155
Facsimile: (415) 554-3161
with copies to (as it relates to notices and invoices):

City and County of San Francisco
Office of Public Finance
Attention: Director of Public Finance
City Hall, Room 338
San Francisco, California 94102
Telephone: (415) 554-4862
Facsimile: (415) 554-4864
with copies to:

City and County of San Francisco Office of the Treasurer Attention: Treasurer
City Hall, Room 140
San Francisco, California 94102
Telephone: (415) 554-4476
Facsimile: (415) 554-4672

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City and County of San Francisco
Office of the Controller
Attention: Controller
City Hall, Room 316
San Francisco, California 94102
Telephone: (415) 554-7500
Facsimile: (415) 554-7466
(c) If to the Dealers:

As set forth in the Dealer Agreement(s).
(d) If to the Issuing and Paying Agent:

U.S. Bank Trust Company, National Association
Attention: Denia Larios
100 Wall Street, 6th Floor
New York, New York 10005
Telephone: (212) 361-4383
Email: [email protected]
(e) If to the Bank:

As set forth in the Reimbursement Agreement.

Notwithstanding the foregoing, an y notices required to be sent or received under the Reimbursement Agreement shall be sent and received as provided therein. The Issuing and Paying Agent shall not have any duty to confirm that the person sending any notice, instruction or other communication (a “Notice”) by electronic transmission (including by e-mail, web portal or other electronic methods) is, in fact, a person authorized to do so. Electronic signatures believed by the Issuing and Paying Agent to comply with th e ESIGN Act of 2000 or other applicable law (including electronic images of handwritten signatures and digital signatures provided by DocuSign, Orbit, Adobe Sign or any other digital signature provider acceptable to the Issuing and Paying Agent) shall be deemed original signatures for all purposes. The Commission assumes all risks arising out of the use of electronic signatures and electronic methods to send Notices to the Issuing and Paying Agent, including without limitation the risk of Agent acting on an unauthorized Notice, and the risk of interception or misuse by third parties. Notwithstanding the foregoing, the Issuing and Paying Agent may in a ny instance and in its sole discretion require that an original document bearing a manual signature be delivered to the Issuing and Paying Agent in lieu of, or in addition to, any such electronic Notice.

Section 9.09. Reserved.

Section 9.10. Governing Law . This Agreement shall be governed and interpreted in accordance with the laws of the State of California.

Section 9.11. Assignment; Issuing and Paying Agent’s Successor in Interest . This Agreement may not be assigned by either the Commission or the Issuing and Paying Agent except

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by a writing or writings duly executed by the duly authorized representatives of the Commission and the Issuing and Paying Agent and approved in writing by the Bank (which approval shall not be unreasonably withheld). Anything in this Agreement to the contrary notwithstanding, any corporation or national banking association into which the Issuing and Paying Agent may be merged or converted or with which it may be consolidated, or any corporation, or national banking association resulting from any me rger, consolidation or convers ion to which the Issuing and Paying Agent shall be a party, or any corporat ion or national banking association succeeding to the corporate trust business of th e Issuing and Paying Agent shall be the successor of the Issuing and Paying Agent if such succe ssor corporation or national ba nking association is otherwise eligible under Section 7.07 hereof, without the execution or filing of any document or any further act on the part of the Issuing and Paying Agent or such successor corporation or national banking association.

Section 9.12. Complete Agreement. This Agreement contains the entire understanding and agreement between the Commission and the I ssuing and Paying Agent with respect to the subject matter hereof and all prior agreemen ts, understandings, repres entations, statements, promises, inducements, ne gotiations and undertakings between th e parties with re spect to said subject matter are superseded hereby.

Section 9.13. Counterparts. This Agreement may be execut ed in counterparts, each of which shall be an original, and all of which shall constitute but one and the same instrument. The delivery of copies of this Agreement as executed by PDF or facsimile transmission shall constitute effective execution and delivery as to the parties and may be used in lieu of originals for all purposes.

Section 9.14. Section Headings. Section headings in this Agreement are for convenience of reference only, shall not constitute part of this Agreement and shall not be used to construe the meaning or intent of the provisions hereof.

Section 9.15. Waiver of Set-Off, Offset Lien or Counterclaims. The Issuing and Paying Agent hereby waives to the fullest extent possi ble under applicable law a ny and all rights of set- off, offset, lien or counterclaim it may have with respect to any amounts held by it in the Bank Payment Account and the Debt Se rvice Account by reason of any cl aim it may have against the Commission, the Bank or any other person.

Section 9.16. Benefit of Agreement . This Agreement is solely for the benefit of the parties hereto and the owners of the Commercial Paper Notes and the Bank Notes, and no other person shall acquire or have any right under or by virtue hereof.

Section 9.17. Covenant of Further Assurances. It is hereby covenanted and warranted by the Commission that all representations and reci tals contained in this Agreement are true and correct and that the Commission, and their appropri ate officials, have duly taken all proceedings necessary to be taken by them, and will take any additional proceedings necessary to be taken by them, for collection of Available Wastewater Enterprise Revenues in accordance with law and for carrying out the provisions of this Agreement.

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Section 9.18. Waiver of Personal Liability. No officer or employee of the Commission shall be individually or personall y liable for the payment of the Commercial Paper Notes or the Bank Notes, but nothing contained herein shall relieve any officer or employee of the Commission from the performance of any official duty provided by any applicable provision of law or hereby.

Section 9.19. Acquisition of the Commercial Paper Notes by the Commission . All Commercial Paper Notes acquired by the Commission, whether by purchase or gift or otherwise, shall be surrendered to the Issuing and Paying Agent for cancellation.

Section 9.20. Notice by Mail . With respect to Commerc ial Paper Notes, any notice required to be given hereunder by mail to the Holders shall be given by mailing a copy of such notice, first-class postage prepaid, to the Holders of all the Commercial Paper Notes at their addresses appearing in the books required to be kept by the Issuing and Paying Agent pursuant to the provisions of this Agreement.

Section 9.21. Partial Invalidity. If any one or more of the conditions, covenants or terms contained herein or required herein to be observed or performed by or on the part of the Commission, the Issuing and Paying Agent or the Bank shall be contrary to law, then such condition or conditions, such covenant or covenants, or such term or terms shall be null and void and shall be deemed separable from the remaining conditions, c ovenants and terms hereof and shall in no way affect the validity hereof or of the Commercial Paper Notes, and the Holders and the Bank shall retain all the benefit, protection and security afforded to them hereunder and under all provisions of applicable law. The Commissi on declares that it w ould have executed and delivered this Agreement and each and every other article, section, paragraph, subdivision, sentence, clause and phrase hereof and would have authorized the executi on and delivery of the Commercial Paper Notes pursuant hereto irrespective of the fact that any one or more of the articles, sections, paragraphs, subdivisions, sentences, clauses or phrases hereof or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid.

Section 9.22. Reference to the Bank. Notwithstanding any provisions contained herein to the contrary, after the expiration or termination of a Letter of Credit or Alternate Facility, by its terms (or if a Bank shall have failed to honor a properly presented and conforming Drawing under the Letter of Credit or Alternate Facility), and after all obligations owed to a Bank pursuant to the Letter of Credit or Alternate Facility and the Reim bursement Agreement (other than the right to indemnification and other righ ts which purport to survive satisfaction of present payment obligations) have been paid in full or discharged, all references to the Bank contained herein shall be null and void and of no further force and effect.

Section 9.23. City Requirements . The Bank will agree to the City’s requirements (a current form of which is provided in Exhibit F attached hereto and inco rporated hereby by this reference) pursuant to its Reimbursement Agreement.

[End of Issuing and Paying Agent Agreement for Series A-[3/5] Wastewater CP Notes (Subseries A-[3/5] and Subseries A-[3/5]-T)]

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

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

Authorized Officer

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By:

Dennis J. Herrera
General Manager
Approved as to Form:

DA VID CHIU
City Attorney of the City and
County of San Francisco
By:

Katherine Thursby Ortega
Deputy City Attorney
Acknowledged:

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

Director of Public Finance

GREG WAGNER
Controller of the City and
County of San Francisco
By:

Controller
[Signature Page to Issuing and Paying Agent Agreement for Series A-[3/5] Wastewater CP Notes (Subseries A-[3/5] and Subseries A-[3/5]-T)]

4898-0945-2149.5

EXHIBIT A

FORM OF WASTEWATER ENTERPRISE SERIES A-[3/5] MASTER NOTE Unless this certificate is presented by an authorized representative of The Depository Trust Company (“DTC”) to the Commission or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of CEDE & CO. or such other name as requested by an authorized representative of DTC (and any payment is made to CEDE & CO. or to such other enti ty as is requested by an authorized officer of DTC), ANY TRANSFER,

PLEDGE OR OTHER USE HEREOF FOR V ALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since the Registered Owner hereof, CEDE & CO., has an interest herein.

PUBLIC UTILITIES COMMISSION

OF THE CITY AND COUNTY OF SAN FRANCISCO

COMMERCIAL PAPER NOTES
(WASTEWATER SERIES, PROPOSITION E)
TAX-EXEMPT SUBSERIES A-[3/5]
No. DTC Master Note 1
Registered Owner: CEDE & CO.

Principal Sum: Not to Exceed $[__________] Outstanding When Combined With Taxable Subseries A-[3/5]-T Notes
The PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO, a commission duly organized and existing under and pursuant to the Charter of the City and County of San Francisco and the laws of the State of Ca lifornia (hereinafter called the “Commission”), for value received, hereby promises to pay (but only out of the Available Wastewater Enterprise Revenues hereinafter refe rred to) to the regist ered owner hereinabove named or registered assigns, the principal amount, together with unpaid accrued interest thereon, if any, on the maturity date of each obligation identified on th e records of the Commission (the “Underlying Records”) as being evidenced by this Master Commercial Paper Note, which Underlying Records are maintained by U.S. Bank Trust Company, National Association, as Issuing and Paying Agent (the “Issuing and Paying Agent”). Interest shall be calculated on the basis of the actual number of days elapsed and a year cons isting of 365 days, at the rate specified on the Underlying Records. Payments shall be made solely from payments of Drawings under an irrevocable direct-pay Letter of Credit or an y Alternate Facility and Available Wastewater Enterprise Revenues (as defined in the Agreement referred to hereinafter) to the registered owner stated hereinabove from the Issu ing and Paying Agent without th e necessity of presentation and surrender of this Master Commercial Paper Note.

This Master Commercial Paper Note is one of a duly authorized i ssue of San Francisco Public Utilities Commercial Paper Notes (hereina fter called the “Obligations”) of the series, subseries and designation indicated on the face hereof. Said authorized issue of Obligations is not

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limited in aggregate principal amount and consists of multiple series and subseries of varying denominations, dates, maturities, interest ra tes and other provisions, as in the Agreement hereinafter mentioned provided, all obligations issued and to be issued pursuant to the provisions of the Charter of the City and County of San Fran cisco, and all laws of the State of California supplemental thereto.

This Master Commercial Paper Note evidences a series of Commercial Paper Notes designated as the “Public Util ities Commission of th e City and County of San Francisco Commercial Paper Notes (Wastewater Series, Pr oposition E) Tax-Exempt Subseries A-[3/5]” which, when combined with the Commercial Pape r Notes designated as the “Public Utilities Commission of the City and County of San Fr ancisco Commercial Paper Notes (Wastewater Series, Proposition E), Taxable Subseries A-[3/5 ]-T,” is limited to $[__________] in aggregate principal amount. This Master Commercial Paper Note has been issued pursuant to the Amended and Restated Issuing and Paying Agent Agreemen t, dated as of January 1, 2026, as may be amended and supplemented (the “Agreement”), by and between the Commission and the Issuing and Paying Agent, which Agreement provides for the issuance of the Obligations.

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

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

The obligation of the Commission to pay the registered owners from time to time of Commercial Paper Notes shall be only from Available Wastewater Enterprise Revenues. No holder of this Master Commercial Paper Note shall ever have the right to compel any exercise of the taxing power of the City and County of San Francisco to pay this Master Commercial Paper Note or the interest hereon.

At the request of the register ed owner, the Commission shal l promptly issue and deliver one or more separate note cert ificates evidencing each obliga tion evidenced by this Master Commercial Paper Note. As of the date any such note certificate or certificates are issued, the obligations which are evidenced thereby shall no longer be evidenced by this Master Commercial Paper Note. This Commercial Paper Note is transferable by the registered owner hereof, in person or by attorney duly author ized in writing, at the principal of fice of the Issuing and Paying Agent in New York, New York, but only in the manner, subject to the limitations and upon payment of the charges provided in the Agreement, and upon surrender and cancellation of this Master Commercial Paper Note. Upon such transfer a ne w fully registered Mast er Commercial Paper

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Note without coupons, of authorized denominati on or denominations, for the same aggregate principal amount will be issued to the transferee in exchange herefor.

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

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

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

This Master Commercial Paper Note shall no t be entitled to a ny benefit under the Agreement, or become valid or obligatory for any purpose, until the certificate of authentication hereon endorsed shall have been signed by the Issuing and Paying Agent. This Master Commercial Paper Note is a valid and binding obligation of the Commission.

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

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IN WITNESS WHEREOF, the PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO has caused this Master Commercial Paper Note to be executed in its name and on its behalf by its General Ma nager and countersigned by its Secretary, and the seal of said City and County to be imprinted or reproduced by facsimile hereon, and this Master Commercial Paper Note to be dated as of the 22nd day of January, 2026.

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By
Dennis J. Herrera
General Manager
[SEAL]
Countersigned

Tiffany Lennear
Secretary

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

Dated: January 22, 2026
U.S. BANK TRUST COMPANY , NATIONAL
ASSOCIATION, as Issuing and Paying Agent
By
Authorized Officer

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ASSIGNMENT
FOR V ALUE RECEIVED, the undersigned here by sells, assigns, and transfers unto

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

Dated:

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

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

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

4898-0945-2149.5

EXHIBIT B

FORM OF SUBSERIES A-[3/5]-T MASTER NOTE
Unless this certificate is presented by an authorized representative of The Depository Trust Company (“DTC”) to the Commission or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of CEDE & CO. or such other name as requested by an authorized representative of DTC (and any payment is made to CEDE & CO. or to such other enti ty as is requested by an authorized officer of DTC), ANY TRANSFER,

PLEDGE OR OTHER USE HEREOF FOR V ALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, since the Registered Owner hereof, CEDE & CO., has an interest herein.

PUBLIC UTILITIES COMMISSION

OF THE CITY AND COUNTY OF SAN FRANCISCO

COMMERCIAL PAPER NOTES
(WASTEWATER SERIES, PROPOSITION E)
TAXABLE SUBSERIES A-[3/5]-T
No. DTC Master Note 1
Registered Owner: CEDE & CO.

Principal Sum: Not to Exceed $[__________] Outstanding When Combined With Tax-Exempt Subseries A-[3/5] Notes
The PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO, a commission duly organized and existing under and pursuant to the Charter of the City and County of San Francisco and the laws of the State of Ca lifornia (hereinafter called the “Commission”), for value received, hereby promises to pay (but only out of the Available Wastewater Enterprise Revenues hereinafter refe rred to) to the regist ered owner hereinabove named or registered assigns, the principal amount, together with unpaid accrued interest thereon, if any, on the maturity date of each obligation identified on th e records of the Commission (the “Underlying Records”) as being evidenced by this Master Commercial Paper Note, which Underlying Records are maintained by U.S. Bank Trust Company, National Association, as Issuing and Paying Agent (the “Issuing and Paying Agent”). Interest shall be calculated on the basis of the actual number of days elapsed and a year cons isting of 360 days, at the rate specified on the Underlying Records. Payments shall be made solely from payments of Drawings under an irrevocable direct-pay Letter of Credit or an y Alternate Facility and Available Wastewater Enterprise Revenues (as defined in the Agreement referred to hereinafter) to the registered owner stated hereinabove from the Issu ing and Paying Agent without th e necessity of presentation and surrender of this Master Commercial Paper Note.

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limited in aggregate principal amount and consists of multiple series and subseries of varying denominations, dates, maturities, interest ra tes and other provisions, as in the Agreement hereinafter mentioned provided, all obligations issued and to be issued pursuant to the provisions of the Charter of the City and County of San Fran cisco, and all laws of the State of California supplemental thereto.

This Master Commercial Paper Note has been issued pursuant to the Amended and Restated Issuing and Paying Agent Agreement, dated as of January 1, 2026, as may be amended and supplemented (the “Agreement”), by and betw een the Commission and the Issuing and Paying Agent, which Agreement provides for the issuance of the Obligations.

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Note without coupons, of authorized denominati on or denominations, for the same aggregate principal amount will be issued to the transferee in exchange herefor.

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

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IN WITNESS WHEREOF, the PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO has caused this Master Commercial Paper Note to be executed in its name and on its behalf by its General Ma nager and countersigned by its Secretary, and the seal of said City and County to be imprinted or reproduced by facsimile hereon, and this Master Commercial Paper Note to be dated as of the 22nd day of January, 2026.

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By
Dennis J. Herrera
General Manager
[SEAL]
Countersigned

Tiffany Lennear
Secretary

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

Dated: January 22, 2026
U.S. BANK TRUST COMPANY , NATIONAL
ASSOCIATION, as Issuing and Paying Agent
By
Authorized Officer

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4898-0945-2149.5

ASSIGNMENT
FOR V ALUE RECEIVED, the undersigned here by sells, assigns, and transfers unto

Dated:

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

4898-0945-2149.5

EXHIBIT C

FORM OF CERTIFICATE OF DESIGNATED REPRESENTATIVES
I am the General Manager of the Public Utilities Commission of the City and County of San Francisco (the “Commission”) duly authorized pursuant to the Amended and Restated Issuing and Paying Agent Agreement, dated as of January 1, 2026 (the “Series A-[3/5] Issuing and Paying Agent Agreement”), by and between U.S. Bank Trust Company, National Association, as issuing and paying agent (the “Issuing and Paying Agent” ) and the Commission, relating to the Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Wastewater Series, Proposition E) Tax-Exempt Subseries A-[3/5] and Taxable Subseries A-[3/5]- T (collectively the “Series A-[3 /5] Notes”), to appoint Desi gnated Representatives of the Commission in connection with the issuance, from time to time, by the Commission of the Series A-[3/5] Notes in accordance with the Issuing and Paying Agent Agreement. I hereby designate the following persons to act on my behalf in accordance with the Issuing and Paying Agent Agreement and with respect to actions taken under the following agreements relating to the Series A-[3/5] Notes, the signatures of which persons are set forth beside their names: (i) the Reimbursement Agreement relating to the Series A-[3/5] Notes, dated as of January 1, 2026, by and between the Commission and [A-3: Bank of Amer ica, N.A.][A-5: Truist Bank], (ii) the Fee Letter relating to the Series A-[3/5] Notes, dated January 22, 2026, by and between the Commission and [A-3: Bank of America, N.A.][A-5 : Truist Bank], (iii) the Dealer Agreement, dated as of April 1, 2023, as amended by a First Amendment to Dealer Agreement, dated as of its date, as may be amended from time to time, by and between the Commission and Morgan Stanley & Co. LLC, (iv) Dealer Agreement, dated as of April 1, 2023, as amended by a First Amendment to Dealer Agreement, dated as of its date, as may be amended from time to time, by and between the Commission and RBC Capital Markets, LLC, a nd (v) the Dealer Agreement, dated as of April 1, 2023, as amended by a First Amendment to Dealer Agreement, dated as of its date, as may be amended from time to time, by and between the Commission and U.S. Bancorp Investments, Inc.

Designated Persons
Title Specimen Signature
Nancy L. Hom Assistant General Manager,
Business Services and Chief
Financial Officer
Ronald P. Flynn Deputy General Manager
Nikolai J. Sklaroff Capital Finance Director
Greg Wagner Controller of the City and
County of San Francisco
Anna Van Degna Director of Public Finance

C-2
4898-0945-2149.5
EXECUTED THIS January 22, 2026.

PUBLIC UTILITIES COMMISSION OF

THE CITY AND COUNTY OF SAN

FRANCISCO
By:

Dennis J. Herrera
General Manager

4898-0945-2149.5

EXHIBIT D

FORM OF ISSUANCE REQUEST
Date: __________
Request Number: __________
The undersigned, a Designated Representative of the Public Utili ties Commission of the City and County of San Francisco (the “Com mission”) does hereby request U.S. Bank Trust Company, National Association (as successor in in terest to U.S. Bank National Association), as Issuing and Paying Agent (the “Issuing and Paying Agent”) under the Amended and Restated Issuing and Paying Agent Agreement, dated as of January 1, 2026, as may amended from time to time (the “Agreement”) between the Commission and the Issuing and Paying Agent, to issue the Commission’s Commercial Paper Notes, as follows:

1. Subseries Designation: Tax-Exempt Subs eries A-[3/5] or Taxable Subseries A- [3/5]-T

2. Date of Issuance:

3. Principal Amount/Purchase Price for Notes: $__________

4. Term of Commerc ial Paper Notes:

5. Rate of Interest:

6. Amount of Interest:

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

8. Total Commercial Paper Notes outstandi ng (including this re quest and excluding any Commercial Paper Notes maturing as of even date hereof) not to exceed $[__________]:

9. Amount of Utilized Credit Capac ity under the Letter of Credit:

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

11. Letter of Credit Stated Expiration Date:

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

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

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EXECUTED THIS _________, 202_.

PUBLIC UTILITIES COMMISSION OF

THE CITY AND COUNTY OF SAN

FRANCISCO
By:

Designated Representative
Acknowledged

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

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ATTACHMENT A

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

4898-0945-2149.5

EXHIBIT E

SCHEDULE OF FEES AND EXPENSES FOR

ISSUING AND PAYING AGENT SERVICES

4898-0945-2149.5

EXHIBIT F

CITY REQUIREMENTS
Laws Incorporated by Reference. The full text of the laws listed in this Exhibit, including enforcement and penalty provisions, are incorporated by reference into this Agreement. The full text of the San Francisco Municipal Code provisions incorporated by reference in this Exhibit and elsewhere in the Agreement (“Mandatory City Requirements”) are available at http://www.amlegal.com/codes/client/san-francisco_ca/.

Conflict of Interest. By executing this Agreement, Bank certifies that it does not know of any fact which constitutes a violation of Section 15.103 of the City’s Charter; Article III, Chapter 2 of City’s Campaign and Govern mental Conduct Code; Title 9, Chapter 7 of the California Government Code (Section 87100 et seq .); or Title 1, Division 4, Chapter 1, Article 4 of the California Government Code (Section 1090 et seq.), and further agrees promptly to notify City if it becomes aware of any such fact during the term of this Agreement.

Limitations on Contributions . By executing this Agreement, Bank acknowledges its obligations under Section 1.126 of the City’s Campaign and Governmental Conduct Code, which prohibits any person who contracts with, or is seeking a contract with, any department of City for the rendition of personal services, for the furnishing of any material, supplies or equipment, for the sale or lease of any land or building, for a gran t, loan or loan guarantee, or for a development agreement, from making any campaign contribution to (i) a City elected official if the contract must be approved by that official, a board on which that official serves, or the board of a state agency on which an appointee of that official serv es; (ii) a candidate for that City elective office; or (iii) a committee controlled by such elected offi cial or a candidate for that office, at any time from the submission of a proposal fo r the contract until the later of either the termination of negotiations for such contract or twelve (12) months after the date City approves the contract. The prohibition on contributions applies to each prosp ective party to the cont ract; each member of Bank’s board of directors; Bank’s chairperson, chief executive officer, chief financial officer and chief operating officer; any person with an ownershi p interest of more than ten percent (10%) in Bank; any subcontractor listed in the bid or cont ract; and any committee that is sponsored or controlled by Bank. Bank certifies that it has informed each su ch person of the limitation on contributions imposed by Section 1.126 by the time it submitted a proposa l for the contract, and has provided the names of the persons required to be informed to the City department with whom it is contracting.

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MacBride Principles – Northern Ireland . The provisions of San Francisco Administrative Code Chapter 12F are incorporated he rein by this reference and made part of this Agreement. By signing this Agreement, Bank c onfirms that Bank has r ead and understood that City urges companies doing business in Northern Ireland to resolve employment inequities and to abide by the MacBride Principles, and urges San Francisco companies to do business with corporations that abide by the MacBride Principles.
4905-5404-7865.2

OFFERING MEMORANDUM
DATED JANUARY [22], 2026
Ratings: See “RATINGS” herein

$1,050,000,000
Public Utilities Commission
of the City and County of San Francisco
Commercial Paper Notes
(Wastewater Series, Proposition E)
$150,000,000
Series A-1 (Tax Exempt)
Supported by a letter of credit issued by Sumitomo Mitsui Banking Corporation, acting through its New York Branch

$150,000,000
Series A-2 (Tax Exempt)
Supported by a letter of credit issued by Bank of America, N.A $100,000,000
Series A-3
Tax-Exempt Subseries A-3
Taxable Subseries A-3-T
Supported by a letter of credit issued by
Bank of America, N.A.

$150,000,000
Series A-4 (Tax Exempt)
Supported by a revolving credit and term loan agreement with TD Bank, N.A.

$125,000,000
Series A-5
Tax-Exempt Subseries A-5
Taxable Subseries A-5-T
Supported by a letter of credit issued by
Truist Bank
$125,000,000
Series A-6
Tax-Exempt Subseries A-6
Taxable Subseries A-6-T
Supported by a revolving credit and term loan agreement with Bank of America, N.A.

$100,000,000
Series A-7 (Tax Exempt)
Supported by a letter of credit issued bySumitomo Mitsui Banking Corporation, acting through its New York Branch
$150,000,000
Series A-8
Tax-Exempt Subseries A-8
Taxable Subseries A-8-T
Supported by a revolving credit and term loan agreement with BMO Bank N.A.

This Offering Memorandum describes eight series (each, a “Series”) of Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Wastewater Series, Proposition E) (collectiv ely, the “Commercial Paper Notes”) offered hereby. The Com mercial Paper Notes are payable from and secured by a pledge of Available Waste water Enterprise Revenues (as defined herein). The Commercial Paper Notes are special obligations of the Public Utilities Commission of the City and County of San Francisco (the “Commission”) and are payable on a subordinated basis to the Commission’s outstanding Wastew ater Revenue Bonds, SRF Loans, WIFIA Loan s and Subordinated Wastewater Bonds (if an y). See “THE COMMISSION AND THE WASTEWATER ENTERPRISE—Senior and Parity Indebtedness” he rein for additional information on obligations payable senior to and on parity with the Commercial Paper Notes.

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

Timely payment of the Commercial Paper Notes is dependent upon th e availability of the funds under the applicable Letter of Cre dit (as defined herein) or the applicable Liquidity Facility (as defined herein), subject to the respective terms and conditions thereof. If for any reason a Bank fails to honor its respective obligations under its respective Letter of Credit or Liquidity Facility, subject to the respective terms and conditions thereof, the Commission makes no representation, and no assurance can be given, that the Commissi on would have sufficient funds on hand and available to make the corresponding payment of principal and interest on the applicable Commercial Paper Notes. As a result, prospective investors of a Series of Commercial Paper Notes supported by the applicable Letter of Credit or applicable Liquidity Facility should base their investment decisions, insofar as it relates to the creditworthiness of such Series of Commercial Paper Notes, solely on the credit of the applicable Bank, rather than the Commission.

See Appendix A – “SUMMARIES OF BANK FACILITIES” herein.

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

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

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

DEALERS FOR ALL SERIES:

RBC Capital Markets US Bancorp Morgan Stanley

TABLE OF CONTENTS

Page

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INTRODUCTION ....................................................................................................................................... 1 THE COMMISSION AND THE WASTEWATER ENTERPRISE ........................................................... 3 The Commission ............................................................................................................................. 3 The Wastewater Enterprise ............................................................................................................. 4 Senior and Parity Indebtedness ....................................................................................................... 5 Investment Policy ............................................................................................................. .............. 7 Wastewater Enterprise Financial and Operating Data .................................................................... 7 THE COMMERCIAL PAPER NOTES .................................................................................................... .. 7 Authorization and Certain Terms of the Commercial Paper Notes ................................................ 7 Security for the Commercial Paper Notes ....................................................................................... 8 Description of the Bank Facilities ................................................................................................... 8 Pledge of Available Wastewater Enterprise Revenues ................................................................. 10 RATINGS .................................................................................................................................................. 12 ABSENCE OF LITIGATION relating to commercial paper notes ........................................................... 12 THE DEALERS ......................................................................................................................................... 13 TAX MATTERS ........................................................................................................................................ 13 Tax-Exempt Notes ........................................................................................................................ 14 Information Reporting and Backup Withholding ......................................................................... 15 State Tax Exemption ..................................................................................................................... 15 Taxable Notes ............................................................................................................................... 15 Future Developments .................................................................................................................... 15 LEGAL MATTERS ................................................................................................................................... 15 ADDITIONAL INFORMATION .............................................................................................................. 16

APPENDIX A SUMMARIES OF BANK FACILITIES

APPENDIX B THE BANKS

APPENDIX C BOOK-ENTRY SYSTEM FOR COMMERCIAL PAPER NOTES

APPENDIX D FORM OF OPINION OF BOND COUNSEL

APPENDIX E WASTEWATER ENTER PRISE FINANCIAL STATEMENTS

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[NRF TO REVIEW/UPDATE] Norton Rose Fulbri ght US LLP, San Francisco, California, Bond Counsel, previously delivered its opinion (the “D ecember 2023 Opinion”) that under existing statutes, regulations, rulings and judicial decisions and assuming compliance with certain covenants set forth in the documents pertaining to the Tax-Exempt Notes and requirements of the Internal Revenue Code of 1986, as amended, as described therein, interest on the Tax- Exempt Notes would not be includable in the gross income of the owners of the Tax-Exempt Notes fo r federal income tax purposes. In the December 2023 Opinion, Bond Counsel also opined that, interest on the Tax-Exempt Notes would not be treated as an item of tax preference for purposes of the federal alternative minimum tax on individuals. The December 2023 Opinion further stated that, under existing law, inte rest on the Commercial Paper Notes would be exempt from personal income taxes imposed by the State of California. See “TAX MATTERS” herein. $1,050,000,000
Public Utilities Commission
of the City and County of San Francisco
Commercial Paper Notes
(Wastewater Series, Proposition E)
$150,000,000
Series A-1 (Tax Exempt)
Supported by a letter of credit issued by Sumitomo
Mitsui Banking Corporation, acting through its New
York Branch
$150,000,000
Series A-2 (Tax Exempt)
Supported by a letter of credit issued by Bank of America, N.A $100,000,000
Series A-3
Tax-Exempt Subseries A-3
Taxable Subseries A-3-T
Supported by a letter of credit issued by
Bank of America, N.A.
$150,000,000
Series A-4 (Tax Exempt)
Supported by a revolving credit and term loan agreement with TD Bank, N.A.

$100,000,000
Series A-7 (Tax Exempt)
Supported by a letter of credit issued by Sumitomo
Mitsui Banking Corporation, acting through its New
York Branch
$150,000,000
Series A-8
Tax-Exempt Subseries A-8
Taxable Subseries A-8-T
Supported by a revolving credit and term loan agreement with BMO Bank N.A.

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

2 4905-5404-7865.2
described below under the caption the “THE COMMERCIAL PAPER NOTES – Description of the Bank Facilities” and as further described in Appendix A – “SUMMARIES OF BANK FACILITIES” and Appendix B – “THE BANKS” herein.

The Commercial Paper Notes consist of the follo wing Series: (i) Series A-1 (Tax-Exempt) (the “Series A-1 Notes”), (ii) Series A-2 (Tax Exempt) (the “Series A-2 Notes”), (iii) Series A-3 (the “Series A- 3 Notes”), consisting of Tax-Exempt Subseries A-3 (the “Subseries A-3 Notes”) and Taxable Subseries A- 3-T (the “Subseries A-3-T Notes”), (iv) Series A-4 (Tax Exempt) (the “Series A-4 Notes”), (v) Series A-5 (the “Series A-5 Notes”), consisting of Tax-Exempt Subseries A-5 (the “Subseries A-5 Notes”) and Taxable Subseries A-5-T (the “Subseries A-5-T Notes”), (vi) Series A-6 (the “Series A-6 Notes”), consisting of Tax-Exempt Subseries A-6 (the “Subseries A-6 Note s”) and Taxable Subseries A-6-T (the “Subseries A- 6-T Notes”), (vii) Series A-7 (Tax Exempt) (the “Series A-7 Notes”), and (viii) Series A-8 (the “Series A- 8 Notes”), consisting of Tax-Exempt Subseries A-8 (the “Subseries A-8 Notes”) and Taxable Subseries A- 8-T (the “Subseries A-8-T Notes”). The Subseries A-3-T Notes, the Subseries A-5-T Notes, the Subseries A-6-T Notes and the Subseries A-8-T Notes are referred to herein as the “Taxable Notes.” The Commercial Paper Notes, excluding the Taxable Notes, are referred to herein collectively as the “Tax-Exempt Notes.” Capitalized terms used herein and not defined shall have the respective meanings given such terms in the Indenture, dated as of January 1, 2003 (as ame nded by the First Amendment to Indenture, dated as of May 1, 2010, the Fifth Supplemental Indentur e dated as of September 14, 2017, and the Sixth Supplemental Indenture dated as of August 1, 201 8, and as supplemented by the First Supplemental Indenture, dated as of May 1, 2010, the Second Supple mental Indenture, dated as of January 1, 2013, the Third Supplemental Indenture, dated as of February 1, 2013, the Fourth Supplemental Indenture dated as of May 1, 2016, the Seventh Supplemental Indenture dated as of August 1, 2018, the Eighth Supplemental Indenture dated as of August 1, 2018, the Ninth Supplemental Indenture dated as of July 27, 2018, the Tenth Supplemental Indenture, dated as of June 12, 2020, the Eleventh Supplemental Indenture, dated as of June 12, 2020, the Twelfth Supplemental Indenture, dated as of November 1, 2021, the Thirteenth Supplemental Indenture, dated as of November 1, 2021, the Fourteenth Supplemental Indenture, dated as of July 1, 2022, the Fifteenth Supplemental Indenture, dated as of April 1, 2023, the Sixteenth Supplemental Indenture, dated as of April 26, 2023, the Seventeenth Supplemental Indenture, dated as of July 31, 2024 and the Eighteenth Supplemental Indenture, da ted as of July 31, 2024 [UPDATE WITH LATEST SUPPLEMENT], and as the same may be subsequently supplemented, amended and modified from time to time (collectively, the “Wastewater Bonds Inde nture”), between the Commission and U.S. Bank Trust Company, National Association (as successor in inter est to U.S. Bank National Association), as trustee thereunder, providing for the issuance from time to time of the Commission’s Wastewater Revenue Bonds, designated as the “Wastewater Revenue Bonds”, and other obligations as provided therein, as the same may be supplemented, amended and modified from time to time. The Commercial Paper Notes are payable on a subordinated basis to the Wastewater Revenue Bonds.

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

As of the date of this Offering Memorandum, th e Commission may issue and have outstanding at any one time an aggregate principal amount of $1,050 ,000,000 of Commercial Paper Notes, provided that the aggregate principal amount of any Series may not exceed the principal amount set forth on the cover of this Offering Memorandum. See under the heading “THE COMMERCIAL PAPER NOTES— Authorization and Certain Terms of the Commercial Paper Notes” for additional information.

3 4905-5404-7865.2
The general fund of the City and County of San Francisco (the “City”) is not liable, and neither the credit nor the taxing power of the City is pledged for the payment of the Commercial Paper Notes or the interest thereon.

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

The Banks have not prepared or assisted in the preparation of this Offering Memorandum, including any financial information included he rein or attached hereto and the Banks have no responsibility for the form and content of this Offeri ng Memorandum or any information om itted herefrom, other than, with respect to each Bank, solely with respect to the information describi ng such Bank in Appendix B hereto, and have not independently verified, make no representation regarding, and do not accept any responsibility for the accuracy or completeness of this Offering Memorandum or any information or disclosure contained herein or omitted herefrom, other than, with respect to each Bank, so lely with respect to the information describing such Bank in Appendix B hereto. Accordi ngly, the Banks disclaim responsibility for the other information in this Offering Memo randum or otherwise made in conn ection with the offering of the Commercial Paper Notes.

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

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

The Commission operates and maintains dams a nd reservoirs, power generation and transmission facilities, water transmission facilities, water and wastewater treatment plants, water distribution facilities, wastewater collection facilities and power distribution facilities. The Commission’s facilities extend from

4 4905-5404-7865.2
the Hetch Hetchy watershed in the Sierra Nevada, across the Central Valley, over and around the southern end of San Francisco Bay and north along the San Francisco Peninsula to the City.

The Wastewater Enterprise
The Wastewater Enterprise operates a combined sewer system that serves residential, commercial and industrial users, making up a “daytime population equivalent” of approximately [942,000] with sanitary waste/stormwater collection, treatment and disposal services as of January 1, 2025. The combined sewer system consists of two water pollution control plants, one wet weather facility, over 20 pump stations, and 1,131 miles of underground pipes and effluent outfa lls to the San Francisco Ba y and Pacific Ocean. The combined sewer system reduces pollution in the San Francisco Bay and Pacific Ocean by treating urban runoff that would otherwise flow to the Bay and Ocea n. The Wastewater Enterprise treats and discharges an average of approximately [60] million gallons per day of treated wastewater during dry weather (between calendar years [2018 to 2023], with additional facilities and increased operations, the Wastewater Enterprise can treat approximately 575 million gallons of combined flow per day during wet weather. Heavy storms at the end of calendar year 2022 and beginning of calendar year 2023 resulted in combined flows of sewage and stormwater that exceeded the Wastewater Enterprise’s maximum capacity and caused flooding in some areas of San Francisco. Storm watch activations occu r when weather forecasts predict that an upcoming storm may be large enough to possibly exceed and ove rwhelm the Wastewater Enterprise’s sewer system.

Such storms did not have a significant impact on th e operation of the Wastewater System, but did cause some damage, including damage to motors and sludge pumps at the Southeast Treatment Plant, pumps and equipment at the North Shore Pump Station [compresso rs], instruments at the Westside Pump Station, instruments within the Westside [Pump Station] trans port structure, an inlet gate at the Channel Pump Station, and also created sinkholes at various locations throughout San Francisco. The final costs of repairs are not known presently, but the Commission currently exp ects damages to be at least $4.1 million. The Commission anticipates being able to pay such costs from reserves, available Wastewater Revenues and/or proceeds of outstanding Wastewater Enterprise revenue bonds. Heavy storms at the beginning of calendar year 2024 resulted in several storm watch activations , however, such storms did not have a significant impact on the operation of the Wastewater System and the Commission is not aware of any damage that resulted from such storms. Although such rainstorms and flooding have not caused any significant damage to the Wastewater Enterprise’s facilities or resulted in any significant liability to the Commission, there can be no assurance that future rainstorms and flooding w ill not adversely impact the Wastewater Enterprise. [Update for 2025]
San Francisco’s combined sewer system has served the City for more than 100 years with the bulk of the investment occurring 10 to 50 years ago. Si nce then, and typical for the industry, the system has operated well but aging infrastructure, outdated equipment/technology, new de velopments and deferred maintenance due to funding constraints, highlight the need for major capital improvements throughout the collection and treatment systems. The Wastewater Enterprise’s 10-year capital plan for Fiscal Years 2025- 26 to 2034-35, adopted by the Commission on February 11, 2025 (the “2026 Capital Plan”), totals approximately $5.889 billion, which includes approximately $8.229 million budgeted for Fiscal Year 2025-

26. The 2026 Capital Plan includes projects in four categories: (i) the Sewer System Improvement Program (the “SSIP”, which is described in further detail below and which makes up a pproximately $3.828 billion of the 2026 Capital Plan); (ii) Renewal and Replacement (which makes up approximately $1.791 billion of the 2026 Capital Plan); (iii) Treasure Island Capital Improvements (which makes up approximately $[4.3] million of the 2026 Capital Plan); and (iv) Wastew ater Facilities and Infrastructure (which makes up approximately $265.4 million of the 2026 Capital Plan).

The SSIP was initiated as a citywide invest ment to upgrade the Commission’s existing infrastructure to ensure a reliable, sustainable, a nd seismically safe sewer system. The SSIP contains a series of major capital improvement projects that are necessary to maintain the City’s combined sewage

5 4905-5404-7865.2
and stormwater system in a state of good repair, as well as to continue meeting Commission-endorsed goals and levels of service. The Commission’s original authorization of the SSIP in August 2012 contemplated a three-phase implementation approach over a 20-year period to manage rate impacts, considered construction sequencing impacts, and maintained existing operations and permit compliance. The highest priority and best-defined projects, which focused on maintaining regulatory compliance, enhancing process reliability and redundancy, implementing pilot green infrastructure projects, improving plant odor control, and replacing existing biosolids and headworks facilities with state-of-the-art technology, were included in the first phase of the SSIP (“Phase 1 Projects”). The Commission has since transitioned from implementing the original three-phase approach over a 20-year period to implementing Phase 1 Projects and initiating projects originally identified for the second and third ph ases of the SSIP (referred to herein as the “Other SSIP Projects”) based on priority, schedule, and affordability, as part of its rolling 10-year capital plan.

Senior and Parity Indebtedness
As of January 1, 2026, the Wastewater Enterprise had approximately $[3.51] billion in outstanding aggregate principal amount of Wastewater Revenu e Bonds; nine State Revolving Fund loans (“SRF Loans”) entered into with the State Water Resources Control Board in the aggregate principal amount of $570,511,103; and three loans entered into with the United States Environmental Protection Agency (the “EPA”) pursuant to the federal 2014 Water Infrastruct ure Finance and Innovation Act (“WIFIA Loans”).

The first of such WIFIA Loans was originally dated July 27, 2018 in the amount of $699,242,023 and was subsequently re-executed on June 12, 2020 (to capture lower borrowing costs), and will fund approximately 49% of the costs of the Biosolids Digester Facilities Project (“BDFP”). The second of such WIFIA Loans was executed June 12, 2020 in the amount of $513,861 ,981 and will fund approximately 49% of the costs of the Southeast Treatment Plant New Headworks Proj ect (“Headworks Project”) and increased scope of the BDFP. The last of such WIFIA Loans was entered into by the Commission pursuant to a WIFIA Master Agreement, dated as of April 26, 2023 (“WIFIA Master Agreement”), between the Commission and EPA.

Pursuant to the WIFIA Master Agreement, the Commission may request up to five loans and the aggregate maximum principal amount of all such loans shall not at any time exceed $791,337,456, to partially finance certain capital improvement projects. The first of such loans under the WIFI A Master Agreement was executed on April 26, 2023 in the amount of $369,335,021 and will fund approximately 49% of the costs of certain capital improvement projects. The SRF Lo ans and the WIFIA Loans are authorized on parity with the senior lien Wastewater Revenue Bonds. The SRF loan program moneys are disbursed on a cost- incurred basis pursuant to disbursement requests su bmitted by the Commission. Furthermore, SRF loans amortize over a 30-year term commencing one year following completion of the respective project. As of January 1, 2026, SRF Loan disbursements in the am ounts of $[338.2] million a nd $[336.6] million, had been requested and received, respectively, by the Commi ssion. As of January 1, 2025, the full available amount of WIFIA Loan disbursements under the first and second WIFIA Loans (relating to the BDFP and the Headworks Project only) in the principal am ount of $699.2 million and $513.9 million, had been requested and received, respectively, by the Commi ssion. As of January 1, 2025, WIFIA Loan disbursements under the first loan of the WIFIA Mast er Agreement in the principal amount of $157.6 million had been requested and received by the Commission; and the Commission had requested and received approval for an additional $9.3 million of WIFIA Loan disbursements, however, such amount [has not yet been drawn upon]. The Wastewater Revenue Bonds and the WIFIA Loans have unenhanced ratings of [Aa2] by Moody’s Investors Service and [AA] by S& P Global Ratings, a Standard & Poor’s Financial Services LLC business, as of January 1, 2025.

Pursuant to the Commission’s Wastewater Enterp rise’s 10-year financial plan for Fiscal Years 2025-26 to 2034-35, adopted by the Commission on February 11, 2025, the Commission projects the issuance of additional Wastewater Revenue Bonds (i n the estimated aggregate principal amount of $931 million) in fiscal year 2025-26, to fund certain capital improvement projects. In addition to the SRF Loans set forth above, the Commission has applied for thr ee additional SRF Loans (in the estimated amounts of

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$49.2 million, $326.4 million and $299.6 million) and expects to enter into such loan agreements in fiscal years 2025-26 and 2026-27. In addition to the WIFI A Loans described above, the Commission may enter into an additional loan under the WIFIA Master Agreem ent and expects to enter into such loan agreement (in the estimated approximate amount of $272 milli on) by [DATE], to partially finance certain capital improvement projects.

Except as otherwise described herein, as of the date of this Offering Memorandum, for fiscal years 2025-26 and 2026-2027, the Commission does not currently expect to issue or enter into additional obligations payable senior to the Commercial Paper Notes. The Commercial Paper Notes are secured on a subordinate basis to the Wastewater Revenue Bonds, the SRF Loans, the WIFIA Loans and the Subordinated Wastewater Bonds (if any).

The Commission has reserved the right to authorize and issue obligations or securities of the Commission secured in whole or in part by a lien on Wastewater Enterprise Revenues (as defined herein) subordinate (the “Subordinated Wastewater Bonds”) to the senior lien of the Wastewater Bonds Indenture (including, other obligations on parity with the lien of the Wastewater Bonds Indenture), but that would have a lien senior to the lien of the Commercial Paper Notes. As of the date of this Offering Memorandum, the Commission did not have any outstanding Subordinate d Wastewater Bonds. Pursuant to the terms of the Liquidity Facilities, in the event the Commission issues Subordinated Wastewater Bonds, and after the respective Banks have provided notice to the Commission and the Issuing and Paying Agent, the respective commitments under the Liquidity Facilities, will be reduced to the principal amount of the Series A-4 Notes, the Series A-6 Notes and the Series A-8 Notes, as applicable, then outstanding. Upon the maturity date of such Series A-4 Notes, Series A-6 Notes and Series A-8 Notes, such commitments will be permanently reduced further and upon the final maturity of such Series A-4 Notes, Series A-6 Notes and Series A-8 Notes, the commitments under the r espective Liquidity Facilities, as a pplicable, will be terminated.

Following receipt of such notice, the Commission will not issue any additional Series A-4 Notes, Series A- 6 Notes and Series A-8 Notes, as applicable, while the respective Liquidity Facilities, are in effect.

The Commission has previously entered into that certain Amended and Restated Revolving Credit Agreement, dated as of July 16, 2024 (the “Revolving Credit Agreement”), by and between the Commission and U.S. Bank National Association (“U.S. Bank”), which permits the Commission to make draws directly on U.S. Bank, prior to July 16, 2 027, in an aggregate principal amount not-to-exceed $75,000,000, at any one time outstanding, and the Commission has delivered to U.S. Bank its revolving obligations tax-exempt note and its revolving obligations taxable note (the “Revolving Obligations”) evidencing the obligation of the Commission to repay to U.S. Bank the advan ces made under the Revolving Credit Agreement.

Repayment obligations under the Revolving Credit Agreement are payable on parity with the Commercial Paper Notes. Under the Revolving Credit Agreement, upon a failure by the Commission to perform or observe its covenants, a default in other specified indebtedness of the Commission, or other specified events of default, U.S. Bank could terminate its commitm ent and declare all amounts then outstanding to be immediately due and payable.

Subject to the rate covenant and additiona l bonds test discussed under the caption “THE COMMERCIAL PAPER NOTES—Pledge of Available W astewater Enterprise Revenues,” there is no limitation in the Charter, the Issuance Authorizations or the Issuing and Paying Agent Agreements (defined below) on the Commission issuing indebtedness senior to the Commercial Paper Notes. The Commission can, with majority voter approval or a two-thirds vote of the Board, authorize additional Wastewater Revenue Bonds and Subordina ted Wastewater Revenue Bonds the paym ent of which will be prior to the payment of the Commercial Paper Notes. The Commi ssion can also authorize entering into additional parity state and federal loans such as SRF loans an d WIFIA Loans with the United States Environmental Protection Agency (USEPA). The Commission also can authorize additional indebtedness on a parity with the Commercial Paper Notes without notice to, or consent of, any holder of the Commercial Paper Notes.

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

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

Wastewater Enterprise Financial and Operating Data
The financial statements of the Wastewater Enterprise for the Fiscal Year ended June 30, 2025, are attached to this Offering Memorandum as APPENDIX [E]. Additionally, pursuant to continuing disclosure undertakings of the Commission in connection with certain outstanding Wastewater Revenue Bonds, the Commission is obligated to file with the Munici pal Securities Rulemaking Bo ard (“MSRB”) through the Electronic Municipal Market Access (“EMMA”) website certain financial information and operating data not later than nine months after the end of its fiscal year (presently June 30), and to provide notices of the occurrence of certain listed events under securitie s laws. The Commission may provide supplemental information in its annual continuing disclosure report filings, and may from time to time provide voluntary notices, in its sole discretion, to investors. The Commission may provide supplemental information in its annual continuing disclosure report filings and may from time to time provide voluntary notices, in its sole discretion, to investors. See “ADDITIONAL INFORMATION.”

THE COMMERCIAL PAPER NOTES
Authorization and Certain Terms of the Commercial Paper Notes The Commission’s commercial paper program fo r its Wastewater Enterprise, including the Commercial Paper Notes described in this Offering Me morandum, are authorized to be issued pursuant to the Charter; Article V of Chapter 43 the San Fran cisco Administrative Code, enacted by Ordinance No. 203-98 (the “Procedural Ordinance”), adopted on June 8, 1998 by the Board and signed by the Mayor on June 19, 1998, as amended by Ordinance 270-06 adopted on October 24, 2006 by the Board and signed by the Mayor on October 31, 2006, to establish a pr ocedure for the Commission to issue short-term indebtedness, and various other ordinances and resolutions of the Board and resolutions of the Commission (collectively with the Procedural Ordinance, the “Issuance Authorizations”). As of the date of this Offering Memorandum, the Board and the Commission have au thorized commercial paper and short-term indebtedness authorization in an aggregate principal amount not to exceed $1.250 billion. Pursuant to such Issuance Authorizations, in addition to the Comme rcial Paper Notes offered hereunder, the Commission has previously entered into a Revol ving Credit Agreement with U.S. Bank, pursuant to which U.S. Bank has agreed to make certain advances to the Commission, from time to time, in an aggregate principal amount not to exceed $75,000,000 at any one time outstanding and the Revolving Obligations relating thereto are on a parity with the Commercial Paper Not es. See “THE COMMISSION AND THE WASTEWATER ENTERPRISE—Senior and Parity In debtedness” above for additional information. The Revolving Obligations are not offered pursuant to this Offering Memorandum. Only the Commercial Paper Notes, in the aggregate principal amount not to exceed $1, 050,000,000, are offered pursu ant to this Offering Memorandum.

Each Series of Commercial Paper Notes is issued pursuant to a separate Issuing and Paying Agent Agreement by and between the Co mmission and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Associat ion), as issuing and paying agent (the “Issuing and Paying Agent”). The Commercial Paper Notes are dated the date of their original issuance, issued in book-

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entry form only in denominations of $100,000, and in integral mu ltiples of $1,000 in excess of $100,000, and bear interest at separately stated interest rates not to exceed 12% per annum.

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

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

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

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

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

Description of the Bank Facilities
The payment of each Series of Commercial Paper Notes will be supported either by an irrevocable, direct pay letter of credit (each, a “Letter of Credit” and collectively, the “Letters of Credit”) pursuant to the terms of the related Reimbursement Agreement (each, a Reimbursement Agreement” and collectively, the “Reimbursement Agreements”) or by a dedicated liquidity facility, which includes a revolving credit and term loan agreement (each, a “Liquidity Facility” and together, the “Liquidity Facilities”) provided by a banking institution (each a “Bank”), in each case subj ect to the respective terms and conditions thereof, as summarized below. A Letter of Credit or a Liquidity Facility is referred to herein as a “Bank Facility.”

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Series
Aggregate
Principal Amount
Authorized Bank Facility Bank
Stated Expiration
Date/Commitment
Expiration Date
Series A-1 $150,000,000 Letter of Credit Sumitomo Mitsui Banking Corporation,
acting through its
New York Branch
March 2, 2029
Series A-2 $150,000,000 Letter of Credit Bank of America, N.A.

April [__], 20[__]
Series A-3 $100,000,000 Letter of Credit Bank of America, N.A.
[________]
Series A-4 $150,000,000 Revolving Credit
and Term Loan
Agreement
TD Bank, N.A. July 3, 2028
Series A-5 $125,000,000 Letter of Credit Truist Bank January 22, 2029 Series A-6 $125,000,000 Revolving Credit
and Term Loan
Agreement
Bank of America,
N.A.

August 2, 2027
Series A-7 $100,000,000 Letter of Credit Sumitomo Mitsui Banking Corporation,
acting through its
New York Branch
May 31, 2027
Series A-8 $150,000,000 Revolving Credit
and Term Loan
Agreement
BMO Bank N.A. November 9, 2028
Each Letter of Credit and Liquidity Facility is sized to provide sufficient funds for the payment of principal and interest on the related Series of Comme rcial Paper Notes, whether at maturity or earlier acceleration upon an event of default, as applicable. Each Letter of Credit is irrevocable.

For the avoidance of doubt: (i) the SMBC A-1 Letter of Credit issued by SMBC will only support the payment of the principal amount due and payable at the stated maturity of the Series A-1 Notes and interest accrued or to accrue thereon through the maturity dates thereof; (ii) the Bank of America A-2 Letter of Credit issued by Bank of America will only support the payment of the principal amount due and payable at the stated maturity of the Series A-2 Notes and interest accrued or to accrue thereon through the maturity dates thereof; (iii) the Bank of America A-3 Letter of Credit issued by Bank of America will only support the payment of the principal amount due and payable at the stated maturity of the Series A-3 Notes and interest accrued or to accrue thereon through the matur ity dates thereof; (iv) the TD Bank A-4 Liquidity Facility issued by TD Bank will only support the paymen t of the principal amount due and payable at the stated maturity of the Series A-4 Notes and interest accrued or to accrue thereon through the maturity dates thereof; (v) the Truist Bank A-5 Letter of Credit issu ed by Truist Bank will only support the payment of the principal amount due and payable at the stated maturity of the Series A-5 Notes and interest accrued or

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to accrue thereon through the maturity dates thereof; (vi) the Bank of America A-6 Liquidity Facility issued by Bank of America will only support the payment of th e principal amount due and payable at the stated maturity of the Series A-6 Notes and interest accr ued or to accrue thereon through the maturity dates thereof; (vii) the SMBC A-7 Letter of Credit issued by SMBC will only support the payment of the principal amount due and payable at the stated maturity of th e Series A-7 Notes and interest accrued or to accrue thereon through the maturity dates thereof; and (v iii) the BMO A-8 Liquidity Facility issued by BMO Bank N.A. will only support the payment of the principal amount due and payable at the stated maturity of the Series A-8 Notes and interest accrued or to accrue thereon through the maturity dates thereof.

Each Bank is obligated only for the amount paya ble under the related letter of credit or related liquidity facility for the related series of Commercial Paper Notes and is not obligated to pay any amount payable under any other letter of credit or liquidity facility or for any series of Commercial Paper Notes not supported by such letter of credit or liquidity facility, as applicable.

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

See Appendix A – “SUMMARIES OF BANK FACILITIES—BANK FACILITY FOR THE SERIES A- 4 COMMERCIAL PAPER NOTES—TD BANK A-4 LIQUIDITY FACILITY,” “—BANK FACILITY FOR THE SERIES A-6 COMMERCIAL PAPER NOTES—BANK OF AMERICA A-6 LIQUIDITY FACILITY” AND “—BANK FACILITY FOR THE SERIES A-8 COMMERCIAL PAPER NOTES— BMO BANK A-8 LIQUIDITY FACILITY.”
If for any reason a Bank fails to honor its obligations under its respective Letter of Credit or Liquidity Facility, subject to the respective terms and conditions thereof, the Commission makes no representation, and no assurance can be given, th at the Commission would have sufficient funds on hand and available to make the corresponding pa yment of principal and interest on the applicable Commercial Paper Notes.

Certain information relating to each Bank Facility is described in greater detail in Appendix A hereto.

Certain information concerning each Bank providing a Bank Facility is pr ovided in Appendix B hereto. The information in Appendix B has been furnished by the respective Banks for use in this Offering Memorandum. Such information has not been independently confirmed or verified by the Commission or the Dealers (as defined herein). No representation is made herein by the Commission or the Dealers as to the accuracy or adequacy of such information subsequent to the date hereof, or that the information contained and incorporated herein by reference is correct. The Commission has assumed no obligation to update such information in the future, or to advise of any adverse change in th e financial condition of the Banks. Investors are advised to obtain and carefully review any financial repor ts and other information published after the date hereof about the Banks pr ior to making a decision to purchase the Commercial Paper Notes.

Pledge of Available Wastewater Enterprise Revenues
To the extent not paid from the proceeds of a dr aw upon the related Bank Facility or the proceeds of remarketed Commercial Paper Notes, the Commercial Paper Notes will be payable solely from Available Wastewater Enterprise Revenues.
“Available Wastewater Enterprise Revenues,” mean s all of the moneys in the Revenue Fund (as defined in the Wastewater Bonds Indenture and comp rised primarily of Wastewater Enterprise Revenues

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and earnings thereon) remaining after (a) the payments required by the provisions of the Wastewater Bonds Indenture relating to operation and maintenance expe nses, certain pension charges and other payments required with respect to Commission employees, and payments on Wastewater Bonds and all other amounts payable on a parity with such Wastewater Bonds un der the Wastewater Bonds Indenture pursuant to the terms thereof and (b) all amounts required to be paid under any other indenture or resolution of the Commission for principal, interest, reserve fund and any other debt service requirements on other Wastewater Bonds and Subordinate Wastewater Bo nds of the Commission as the same become due and payable.
“Wastewater Enterprise Revenues” has the meaning ascribed to the term “Net Revenues” in the Wastewater Bonds Indenture, which is defined as all of the Revenues less all Operation and Maintenance Costs of the Enterprise.
“Revenues” is defined as all gross revenues of th e Wastewater Enterprise, including all charges received and all other income and receipts derived by the Commission from the operation of the Wastewater Enterprise, or arising from the Wastewater Enterpri se, including connection and installation charges, but excluding:
(a) any money received by or for the account of the Commission from the levy or collection of taxes,
(b) moneys received from the State and the United States of America and required to be deposited in restricted funds,
(c) refundable deposits made to establish credit,
(d) advances and contributions made to the Commission to be applied to construction, (e) moneys received constituting casualty insurance pr oceeds with respect to all or any part of the Wastewater Enterprise (which shall be received a nd disposed of pursuant to the Wastewater Bonds Indenture) and moneys received constituting other insurance proceeds, (f) moneys received from the sale or disposition of al l or any part of the Wastewater Enterprise (which shall be received and disposed of pursuant to the Wastewater Bonds Indenture), (g) moneys received upon the taking by or under the threat of eminent domain of all or any part of the Wastewater Enterprise (which moneys shall be re ceived and disposed of pursuant to the Wastewater Bonds Indenture),
(h) proceeds from Bonds issued by the Commission or proceeds from loans or other indebtedness obtained by the Commission, and
(i) moneys or securities received by the Commission as gifts or grants, the use of which is restricted by the donor or grantor.

The term “Revenues” also includes (i) all interest or other income (excluding profits or losses from the sale or disposition of Permitted Investments or other securities owned by or on behalf of the Commission) derived from the deposit or investment of any moneys in any fund or account established under the Wastewater Bonds Indenture (excluding any Rebate Fund and any escrow fund pledged for the payment of defeased bonds) or in any fund or account of the Wastewater Enterprise and legally available

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to pay Debt Service on the Wastewater Bonds, and (ii) any other moneys, proceeds and other amounts that the Commission determines should be “Revenues” under the Wastewater Bonds Indenture.

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

RATINGS
[TO BE CONFIRMED] Moody’s has assigned a rating of “[P-1]” to each Series of the Commercial Paper Notes.

S&P has assigned a rating of “[A-1]” to each of th e [Series A-1 Notes, the Series A-2 Notes, the Series A-3 Notes, the Series A-5 Notes and the Series A-7 Notes]. S&P has assigned a rating of “[A-1+]” to each of the Series A-4 Notes, the Series A-6 Notes and the Series A-8 Notes.

Each of such ratings is based on the understandi ng that the Bank Facilities have been or will be issued by the Banks. Such ratings reflect only the view s of such organizations and an explanation of the significance of such ratings may be obtained only from the agencies at the following addresses: Moody’s Investors Service, Inc., 7 World Trade Center, New York, New York 10007 and S&P Global Ratings, a Standard & Poor’s Financial Services LLC business, 55 Water Street, New York, New York 10004. The Commission furnished to such rating agencies certain information and materials regarding the Commercial Paper Notes and the Wastewater Enterprise. In add ition, each Bank furnished certain information to the Commission regarding such Bank. There is no assu rance the rating on any Series of Commercial Paper Notes will continue for any given period or that it will not be revised downward or withdrawn entirely by the rating agencies, if in the judgment of such rating agencies, circumstances so warrant and, therefore, any prospective purchaser should confirm the rating prior to purchasing any Series of Commercial Paper Notes.

Any such change in or withdrawal of any such ratin g could have an adverse effect on the market for or market price of such Series of Co mmercial Paper Notes. The above ratings are not recommendations to buy, sell or hold any Series of Commercial Paper Not es. The Commission has not undertaken to provide notice to the holders of the Commercial Paper Notes of any change in the ratings on any Series of Commercial Paper Notes.

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

ABSENCE OF LITIGATION RELATING TO COMMERCIAL PAPER NOTES [CAT’S OFFICE TO CONFIRM] There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government ag ency, public board or body pending or, to the best

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of the knowledge of the Commission after reasonable i nvestigation, threatened in any way (i) seeking to restrain or enjoin the issuance, sale or delivery of any of the Commercial Paper Notes or (ii) challenging the validity of the Commercial Paper Notes.

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

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

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

Morgan Stanley & Co. LLC, one of the Dealers of the Commercial Paper Notes, has entered into a retail distribution arrangement with its affiliate, Mo rgan Stanley Smith Barney LLC. As part of the distribution arrangement, Morgan Stanley & Co. LLC may distribute securities to retail investors through the financial network of Morgan Stanley Smith Barney LLC. As part of this arrangement, Morgan Stanley & Co. LLC may compensate Morgan Stanley Smith Ba rney LLC for its efforts with respect to the Commercial Paper Notes.

RBC Capital Markets, LLC (“RBCCM”), one of the Dealers of the Commercial Paper Notes, has entered into a distribution arrangement with its affiliate City National Securities, Inc. (“CNS”). As part of this arrangement, RBCCM may distribute municipal secu rities to investors through the financial advisor network of CNS. As part of this arrangement, RBCCM may compensate CNS for its selling efforts with respect to the Commercial Paper Notes.

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

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

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

TAX MATTERS
[NRF TO REVIEW AND UPDATE]

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Tax-Exempt Notes
[Norton Rose Fulbright US LLP, San Francisco , California, Bond Counsel ("Bond Counsel"), previously delivered its opinion (the “December 2023 Op inion”) that, under existing statutes, regulations, rulings and judicial decisions and assuming complian ce by the Commission with certain covenants in the Issuing and Paying Agent Agreements, the Tax Certificate executed in connection with the issuance of the Tax-Exempt Notes, and requirements of the Internal Revenue Code of 1986, as amended (the “Code”), regarding the use, expenditure and investment of proceeds of the Commercial Paper Notes and the timely payment of certain investment earnings to the United States, interest on the Tax-Exempt Notes would not be includable in the gross income of the owners of the Tax-Exempt Notes for federal income tax purposes.

Failure to comply with such covenants and requireme nts may cause interest on the Tax-Exempt Notes to be included in federal gross income retroactive to the date of issuance of the Tax-Exempt Notes.

The December 2023 Opinion further stated that in terest on the Tax-Exempt Notes would not be treated as an item of tax preference for purposes of the federal alternative minimum tax.

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

Ownership of, or the receipt of interest on, tax- exempt obligations may result in collateral income tax consequences to certain taxpayers, including, wi thout limitation, financial institutions, property and casualty insurance companies, certain foreign corporations doing business in the United States, certain S corporations with excess passive income, individual r eceipts of Social Security or Railroad Retirement benefits, and taxpayers that may be deemed to have incurred or continued indebtedness to purchase or carry tax-exempt obligations and taxpayers who may be eligible for the earned income tax credit. Bond Counsel expressed no opinion as to any collateral tax consequences and, accordingly, prospective purchasers of the Commercial Paper Notes should consult their tax advi sors as to the applicability of any collateral tax consequences.

Certain requirements and procedures contained or referred to in the Issuing and Paying Agent Agreements and other relevant docum ents may be changed, and certain actions may be taken, under the circumstances and subject to the terms and conditions set forth in such documents, upon the advice or with the approving opinion of counsel nationally recogni zed in the area of tax-exempt obligations. Bond Counsel expressed no opinion as to the effect of any change to any document pertaining to the Commercial Paper Notes or of any action taken or not taken where su ch change is made or action is taken or not taken without Bond Counsel's approval, or in reliance upon th e advice of counsel other than Bond Counsel with respect to the exclusion from gross income of interest on the Tax-Exempt Notes for federal income tax purposes.

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

State Tax Exemption
The December 2023 Opinion further stated that, u nder existing law, interest on the Tax-Exempt Notes would be exempt from personal income taxes imposed by the State of California.

Taxable Notes
Interest on the Taxable Notes is not excluded fro m gross income for federal income tax purposes, but the December 2023 Opinion stated that interest on the Taxable Notes would be exempt from the personal income taxes imposed by the State of California.] Future Developments
Future or pending legislative proposals, if enacted, regulations, rulings or court decisions may cause interest on the Tax-Exempt Notes to be subject, direc tly or indirectly, to federal income taxation or may cause interest on the Commercial Paper Notes to be subject, directly or indirectly, to State or local income taxation, or may otherwise prevent beneficial owners from realizing the full current benefit of the tax status of such interest. Legislation or regulatory actions and future or pending proposals may also affect the economic value of the federal or State tax exemption or the market value of the Commercial Paper Notes.

Prospective purchasers of the Commercial Paper Notes should consult their tax advisors regarding pending or proposed federal or State tax legislation, regul ations, rulings or litigation, as to which Bond Counsel expresses no opinion.
[[NRF to review/update] A copy of the December 2023 Opinion is attached hereto as Appendix D, and a supplement to the December 2023 Opinion is attached hereto as Appendix [_].]

LEGAL MATTERS
[Norton Rose Fulbright US LLP, San Francisco, California, Bond Counsel, rendered the legal opinion described in “TAX MATTERS” above, a copy of which is set forth in Appendix D hereto, as supplemented by a letter of Bond Counsel dated August 2, 2024, which is set forth in Appendix [_] hereto.

Bond Counsel is not passing upon and undertakes no responsibility for the accu racy, completeness or fairness of the information contained in this Offe ring Memorandum. Upon the issuance of each Bank Facility, outside counsel to the Bank delivered opinions relating to such Bank Facility].

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

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

The Commission will also file any notices of listed ev ents (“Event Notice”) with the MSRB through the EMMA website.

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

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

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

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

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

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APPENDIX A

SUMMARIES OF BANK FACILITIES

TABLE OF CONTENTS
Page
BANK FACILITY FOR THE SERIES A-1 COMMERCIAL PAPER NOTES ...................................... A-1 BANK FACILITY FOR THE SERIES A-2 COMMERCIAL PAPER NOTES ...................................... A-6 BANK FACILITY FOR THE SERIES A-3 COMMERCIAL PAPER NOTES ................................. A-[11] BANK FACILITY FOR THE SERIES A-4 COMMERCIAL PAPER NOTES ................................. A-[16] BANK FACILITY FOR THE SERIES A-5 COMMERCIAL PAPER NOTES ................................. A-[23] BANK FACILITY FOR THE SERIES A-6 COMMERCIAL PAPER NOTES ................................. A-[28] BANK FACILITY FOR THE SERIES A-7 COMMERCIAL PAPER NOTES ................................. A-[36] BANK FACILITY FOR THE SERIES A-8 COMMERCIAL PAPER NOTES ................................. A-[41]

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BANK FACILITY FOR THE SERIES A-1 COMMERCIAL PAPER NOTES

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

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

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

Upon SMBC honoring any Drawing, the Stated Am ount and the amount available to be drawn under the SMBC A-1 Letter of Credit for subsequent Drawings will be automatically decreased by an

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

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

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

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

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

SMBC A-1 Reimbursement Agreement Remedies
Upon the occurrence of any Event of Defau lt under the SMBC A-1 Reimbursement Agreement, SMBC may exercise any one or more of the following rights and remedies in addition to any other remedies provided in the SMBC A-1 Reimbursement Agreement or by law:

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

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BANK FACILITY FOR THE SERIES A-2 COMMERCIAL PAPER NOTES

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

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

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

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

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

The Bank of America A-2 Letter of Credit shall expire at the close of business of Bank of America, on the date (the earliest of such date to occur referred to as the “Termination Date”) which is the earliest of (i) [_______], 20[__] (unless extended pursuant to the terms of the Bank of America A-2 Letter of Credit), (ii) the later of the date on which Bank of America receives written notice from the Series A-2 Issuing and Paying Agent that an Alternate Facility (as defined in the Series A-2 Issuing and Paying Agent Agreement) has been substituted for the Bank of America A-2 Letter of Credit in accordance with the Series A-2 Issuing and Paying Agent Agreement and the effective date of any such Alternate Facility (after Bank of America honors any properly presented and conf orming Drawing on such date), ( iii) the date on which Bank of America receives written notice from the Series A-2 Issuing and Paying Agent that there are no longer any Series A-2 Notes Outstanding within the meaning of the Series A-2 Issuing and Paying Agent Agreement and that the Series A-2 Issuing and Paying Agent elects to terminate the Bank of America A-2 Letter of Credit, and (iv) the earlier of (a) the fifteenth (15th) calendar day after the date on which the Series A-2 Issuing and Paying Agent receives the Final Drawi ng Notice, and (b) the date on which the Drawing resulting from the delivery of the Final Drawing No tice is honored under the Bank of America A-2 Letter of Credit.

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

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

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

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

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the Commission; provided, however, that in the case of an Event of Default described in paragraph (e), (f) or (g) above under the subcaption “BANK OF AMERICA A-2 LETTER OF CREDIT AND BANK OF AMERICA A-2 REIMBURSEMENT AGREEMENT—Bank of America A-2 Reimbursement Agreement Events of Default,” such acceleration will automatically occur (unless such automatic acceleration is waived by Bank of America in writing); or (b) issue a No Issuance Notice (the effect of which will be as provided in the Bank of America A-2 Reimbursement Agreement), reduce the Stated Amount of the Bank of America A-2 Letter of Credit to the amount of the then outstanding Series A-2 Notes supported by the Bank of America A-2 Letter of Credit plus a corresponding amount of interest coverage, reduce the Stated Amount of the Bank of America A-2 Letter of Credit as the then outstanding Series A-2 Notes are paid and terminate the Bank of America A-2 Letter of Credit when no Series A-2 Notes remain outstanding; or
(c) issue the Final Drawing Notice (the effect of which will be to cause the Termination Date of the Bank of America A-2 Le tter of Credit to occur on the fifteenth (15) calendar day after the date of receipt thereof by the Series A-2 Issuing and Paying Agent); or (d) pursue any rights and remedies it may have under the Basic Documents; or (e) pursue any other action available at law or in equity.] [Remainder of page left blank intentionally.]

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BANK FACILITY FOR THE SERIES A-3 COMMERCIAL PAPER NOTES

BANK OF AMERICA A-3 LETTER OF CREDIT
AND BANK OF AMERICA A-3 REIMBURSEMENT AGREEMENT
[Nixon Peabody to review/confirm][The Commission has entered into a reimbursement agreement (the Bank of America A-3 Reimbursement Agreement”) with Bank of America, N.A. (“Bank of America”), pursuant to which Bank of America will issue an irre vocable direct-pay letter of credit (the “Bank of America A-3 Letter of Credit”) for the account of th e Commission supporting the payment of principal of and interest due thereon at maturity or upon acceleration of Series A-3 Notes. The Series A-3 Notes are issued pursuant to the terms of the Amended and Rest ated Issuing and Paying Agent Agreement, dated as of [January] 1, 2026 (the “Series A-3 Issuing and Paying Agent Agreement”), by and between U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as issuing and paying agent (the “Series A-3 Issuing and Paying Agent”), and the Commission.

The following description is a su mmary of certain provisions of the Bank of America A-3 Letter of Credit and the Bank of America A-3 Reimbursement Agreement. Such summary does not purport to be a complete description or restatement of the material provisions of the Bank of America A-3 Letter of Credit or the Bank of America A-3 Reimbursement Agreement. Investors should obtain and review copies of the Bank of America A-3 Letter of Credit and the Bank of America A-3 Reimbursement Agreement in order to understand all of the terms of those documents. All capitalized terms appearing under this heading “BANK OF AMERICA A-3 LETTER OF CREDIT AND BANK OF AMERICA A-3 REIMBURSEMENT AGREEMENT” shall have the meani ngs assigned to them in the Bank of America A-3 Reimbursement Agreement.

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

Upon Bank of America honoring any Drawing, the Stated Amount and the amount available to be drawn under the Bank of America A-3 Letter of Credit by the Series A-3 Issuing and Paying Agent pursuant to any subsequent Drawing shall be automatically decreased by an amount equal to the amount of such Drawing. In connection therewith, the Stated Amount shall be increased when and to the extent, but only when and to the extent (i) (A) of transfer by the Series A-3 Issuing and Paying Agent to Bank of America on the date such Drawing is honored of proceeds of Series A-3 Notes issued on such date or (B) the Series A-3 Issuing and Paying Agent receives written notice from Bank of America that Bank of America

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has been reimbursed by or on behalf of the Commission for any amount drawn under the Bank of America A-3 Letter of Credit by any Drawing, and (ii) that the Series A-3 Issuing and Paying Agent has not received a No-Issuance Notice (as defined in the Bank of America A-3 Letter of Credit) from Bank of America.

The Bank of America A-3 Letter of Credit shall expire at the close of business of Bank of America, on the date (the earliest of such date to occur referred to as the “Termination Date”) which is the earliest of (i) [_______], 20[__] (unless extended pursuant to the terms of the Bank of America A-3 Letter of Credit), (ii) the later of the date on which Bank of America receives written notice from the Series A-3 Issuing and Paying Agent that an Alternate Facility (as defined in the Series A-3 Issuing and Paying Agent Agreement) has been substituted for the Bank of America A-3 Letter of Credit in accordance with the Series A-3 Issuing and Paying Agent Agreement and the effective date of any such Alternate Facility (after Bank of America honors any properly presented and conf orming Drawing on such date), ( iii) the date on which Bank of America receives written notice from the Series A-3 Issuing and Paying Agent that there are no longer any Series A-3 Notes Outstanding within the meaning of the Series A-3 Issuing and Paying Agent Agreement and that the Series A-3 Issuing and Paying Agent elects to terminate the Bank of America A-3 Letter of Credit, and (iv) the earlier of (a) the fifteenth (15th) calendar day after the date on which the Series A-3 Issuing and Paying Agent receives the Final Drawi ng Notice, and (b) the date on which the Drawing resulting from the delivery of the Final Drawing No tice is honored under the Bank of America A-3 Letter of Credit.

Bank of America A-3 Reimbursement Agreement Events of Default If any of the following events occurs, each such event will be an “Event of Default” under the Bank of America A-3 Reimbursement Agreement:
(a) the Commission fails to pay, or cause to be paid, as and when due, (i) any Reimbursement Obligation (as defined in the Bank of America A-3 Reimbursement Agreement), or (ii) any Obligation (as defined in the Bank of America A-3 Reimbursement Agreement) (other than a Reimbursement Obligation) under the Bank of America A-3 Reimbursement Agreement or under the Fee Agreement (as defined in the Bank of America A-3 Reimbursement Agreement) and, in such case, such failure continues for five (5) Business Days (as defined in the Bank of America A-3 Reimbursement Agreement);
(b) any representation or warranty made by or on behalf of the Commission in the Bank of America A-3 Reimbursement Agreement or in any other Basic Document (as defined in the Bank of America A-3 Reimbursement Agreement) or in any certificate or statement delivered thereunder is incorrect or untrue in any material respect when made or deemed to have been made or delivered;
(c) the Commission defaults in the due perfo rmance or observance of certain no cure period covenants set forth in the Bank of America A-3 Reimbursement Agreement; (d) the Commission defaults in the due perfo rmance or observance of any other term, covenant or agreement contained in the Bank of America A-3 Reimbursement Agreement or any other Basic Document and such default remains unr emedied for a period of thirty (30) days after the occurrence thereof;
(e) the Commission or the City and County of San Francisco, directly or indirectly, (i) has entered involuntarily against it an order for relief under the United States Bankruptcy Code, as amended, (ii) becomes insolvent or does not pay, or is unable to pay, or admits in writing its inability to pay, its debts generally as they beco me due, (iii) makes an assignment for the benefit

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of creditors, (iv) applies for, seeks, consents to, or acquiesces in, the appointment of a receiver, custodian, trustee, examiner, liquidator or similar official for it or any substantial part of its Property (as defined in the Bank of America A-3 Reimbursement Agreement), (v) institutes any proceeding seeking to have entered against it an order for re lief under the United States Bankruptcy Code, as amended, to adjudicate it insolvent, or seeking dissolution, winding up, liquidation, reorganization, arrangement, marshalling of assets, adjustment or composition of it or its debts under any law relating to bankruptcy, insolvency or reorganization or relief of debtors or fails to file an answer or other pleading denying the material allegations of any such proceeding filed against it, (vi) takes any corporate action in furtherance of any matte r described in clauses (i) through (v) above, or (vii) fails to contest in good faith any appointment or proceeding described in paragraph (f) below; (f) a custodian, receiver, trustee, examiner, liquidator or similar official is appointed for the Commission or the City and County of San Francisco or any substantial part of its Property, or a proceeding described in clause (v) of paragraph (e) above is instituted against the Commission or the City and County of San Francisco and such proceeding continues undischarged, undismissed and unstayed for a period of thirty (30) days;
(g) a debt moratorium, debt restructuring, de bt adjustment or comparable restriction is imposed on the repayment when due and payable of the principal of or interest on any Debt (as defined in the Bank of America A-3 Reimburse ment Agreement) of the Commission by the Commission or any Governmental Authority (as defined in the Bank of America A-3 Reimbursement Agreement) with appropriate jurisdiction; (h) any material provision of the Bank of America A-3 Reimbursement Agreement, the Charter or any other Basic Document at any time for any reason ceases to be valid and binding on the Commission as a result of any legislative or administrative action by a Governmental Authority with competent jurisdiction or shall be declared in a final non appealable judgment by any court with competent jurisdiction to be null and void, invalid, or unenforceable, or the validity or enforceability thereof is publicly contest ed by the Commission, or the Commission publicly contests the validity or enforceability of any obl igation to pay Wastewater Enterprise Debt, including, without limitation, the Wastewater Bonds Indenture, or any Authorized Representative publicly repudiates or otherwise denies in writing that it has any further liability or obligation under or with respect to any provision of the Bank of America A-3 Reimbursement Agreement, the Charter, any other Basic Document or any opera tive document related to Wastewater Enterprise Debt (as defined in the Bank of America A- 3 Reimbursement Agreement), including, without limitation, the Wastewater Bonds Indenture (as defined in the Bank of America A-3 Reimbursement Agreement);
(i) dissolution or termination of the existence of the Commission; (j) the Commission (i) defaults on the payment of the principal of or interest on any Wastewater Enterprise Debt, beyond the period of grace, if any, provided in the instrument or agreement under which such Wastewat er Enterprise Debt was created or incurred; or (ii) defaults in the observance or performance of any agr eement or condition relating to any Wastewater Enterprise Debt, including, without limitation, any Bank Agreement, or contained in any instrument or agreement evidencing, securing or relating theret o, or any other default, event of default or similar event occurs or condition exists, the effect of which default, event of default or similar event or condition is to permit (determined without rega rd to whether any notice is required) any such Wastewater Enterprise Debt to become immediat ely due and payable in full as the result of the acceleration, mandatory redemption or mandatory tender of such Wastewater Enterprise Debt;

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(k) the Commission (i) defaults on the payment of the principal of or interest on any Debt (other than Wastewater Enterprise Debt ) aggregating in excess of $10,000,000 beyond the period of grace, if any, provided in the instrument or agreement under which such Debt (other than Wastewater Enterprise Debt) was created or incu rred; or (ii) defaults in the observance or performance of any agreement or condition relating to any Debt (other than Wastewater Enterprise Debt) aggregating in excess of $10,000,000, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other default, event of default or similar event occurs or condition exists, the effect of which default, ev ent of default or similar event or condition is to permit (determined without regard to whether any notice is required) any such Debt to become immediately due and payable in full as the result of the acceleration, mandatory redemption or mandatory tender of such Debt (other than Wastewater Enterprise Debt); (l) any final, nonappealable judgment or judgments, writ or writs or warrant or warrants of attachment, or any similar process or processes, in an aggregate amount not less than $10,000,000 are entered or filed against the Commission or against any of its Property and remain unpaid, unvacated, unbonded and unstayed for a period of sixty (60) days; (m) (i) the Commission shall default in the due performance or observance of any material term, covenant or agreement contained in any other Basic Document and the same shall not have been cured within any applicable cure period or (ii) any “event of default” under any other Basic Document (as defined respectively therein) has occurred; (n) a ruling, assessment, notice of deficien cy or technical advice by the Internal Revenue Service is rendered to the effect that inte rest on the Series A-3 Notes is includable in the gross income of the holder(s) or owner(s) of such Series A-3 Notes and either (i) the Commission, after it has been notified by the Internal Reve nue Service, does not challenge such ruling, assessment, notice or advice in a court of law dur ing the period within which such challenge is permitted or (ii) the Commission challenges such ruling, assessment, notice or advice and a court of law makes a determination, not subject to appeal or review by another court of law, that such ruling, assessment, notice or advice is correctly rendered; (o) any of Fitch, Moody’s and S&P (i) downgra des its long term rating of any Senior Debt (as defined in the Bank of America A-3 Reimbursement Agreement) of the Commission to below “BBB+” (or its equivalent), “Baa1” (or its equivalent), or “BBB+” (or its equivalent) respectively, or (ii) suspends or withdraws its rating of the same; or (p) the passage of any Law (as defined in the Bank of America A-3 Reimbursement Agreement) has occurred which could reasonably be expected to have a material adverse effect on the Commission’s ability to perform its obligations under the Bank of America A-3 Reimbursement Agreement or the other Basic Documents or to result in a material adverse effect on the enforceability or validity of the Bank of Ameri ca A-3 Reimbursement Agreement or any of the other Basic Documents.

Bank of America A-3 Reimbursement Agreement Remedies
Upon the occurrence of any Event of Defau lt under the Bank of America A-3 Reimbursement Agreement, Bank of America may exercise any one or more of the following rights and remedies in addition to any other remedies provided in the Bank of America A-3 Reimbursement Agreement or by law provided:
(a) declare all Obligations to be immedi ately due and payable, whereupon the same are immediately due and payable without any further notice of any kind, which notice is waived by

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the Commission; provided, however, that in the case of an Event of Default described in paragraph (e), (f) or (g) above under the subcaption “BANK OF AMERICA A-3 LETTER OF CREDIT AND BANK OF AMERICA A-3 REIMBURSEMENT AGREEMENT—Bank of America A-3 Reimbursement Agreement Events of Default,” such acceleration will automatically occur (unless such automatic acceleration is waived by Bank of America in writing); or (b) issue a No Issuance Notice (the effect of which will be as provided in the Bank of America A-3 Reimbursement Agreement), reduce the Stated Amount of the Bank of America A-3 Letter of Credit to the amount of the then outstanding Series A-3 Notes supported by the Bank of America A-3 Letter of Credit plus a corresponding amount of interest coverage, reduce the Stated Amount of the Bank of America A-3 Letter of Credit as the then outstanding Series A-3 Notes are paid and terminate the Bank of America A-3 Letter of Credit when no Series A-3 Notes remain outstanding; or
(c) issue the Final Drawing Notice (the effect of which will be to cause the Termination Date of the Bank of America A-3 Le tter of Credit to occur on the fifteenth (15) calendar day after the date of receipt thereof by the Series A-3 Issuing and Paying Agent); or (d) pursue any rights and remedies it may have under the Basic Documents; or (e) pursue any other action available at law or in equity.] [Remainder of page left blank intentionally.]

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BANK FACILITY FOR THE SERIES A-4 COMMERCIAL PAPER NOTES

TD BANK A-4 LIQUIDITY FACILITY
The Commission has entered into a dedicated li quidity facility (the “TD Bank A-4 Liquidity Facility”) with TD Bank, N.A. (“TD Bank”) to provide back-up liquidity to pay principal of and accrued interest on maturing Series A-4 Notes. The Series A-4 Notes are issued pursuant to the terms of the Issuing and Paying Agent Agreement, dated as of July 1, 2012, as amended by the First Amendment to Issuing and Paying Agent Agreement, dated as of August 2, 2024 (together, the “Series A-4 Issuing and Paying Agent Agreement”), by and between U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as issuing and paying agent (the “Series A-4 Issuing and Paying Agent”), and the Commission.

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

The Commission has entered into the TD Bank A- 4 Liquidity Facility with TD Bank. The TD Bank A-4 Liquidity Facility can be drawn upon by the Commission, subject to compliance with certain conditions as specified in the TD Bank A-4 Liquidity Facility, in an amount equal to the maximum principal amount of the Series A-4 Notes plus 270 days’ interest thereon at the rate of 12% per annum calculated on the basis of a year of 365 days.

The stated Commitment Expiration Date of the TD Bank A-4 Liquidity Facility is July 3, 2028, unless sooner terminated or later extended pursuant to its terms. In the event the Commission issues Subordinated Wastewater Bonds, and after TD Bank has provided notice to the Commission and the Issuing and Paying Agent, the commitment under the TD Ba nk A-4 Liquidity Facility will be reduced to the principal amount of the Series A-4 Notes then outsta nding. Upon the maturity date of such Series A- 4 Notes, the commitment will be permanently reduced fu rther and upon the final maturity of such Series A-4 Notes, the commitment under the TD Bank A-4 Li quidity Facility will be terminated. Following receipt of such notice, the Commission will not issu e any additional Series A-4 Notes while the TD Bank A-4 Liquidity Facility is in effect.

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

Payments. The Commission fails to pay principal of, or interest on, the Revolving Note, the Term Note, any Advance or any Term Loan when the sam e becomes due and payable in accordance with its terms;
Invalidity. (A) Any provision of the Charter, the TD Bank A-4 Liquidity Facility, the Revolving Note, the Term Note, any Series A-4 Note, the Series A-4 Issuing and Paying Agent Agreement, the City Legislation or the Resolutions relating to (x) the abili ty or the obligation of the Commission to pay, when due, the principal of or interest on the Series A-4 Notes, the Term Note, the Revolving Note, any Advance or any Term Loan or (y) the lien on or pledge of th e Pledged Revenues, at any time, and for any reason, ceases to be valid and binding on the Commission, or is declared to be nu ll and void, invalid or unenforceable as the result of a final nonappealable judgment by any federal or state court or as a result of

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

CleanPowerSF Sfpuc CommissionJanuary 13, 2026

CleanPowerSF Sfpuc Commission
January 13, 2026