1 Nikolai J. Sklaroff,
Capital Finance Director
April 14, 2026
Financing Authorization
2026 Direct Purchase
for 2015A Power Bonds Refunding
2 FY 2025-26 Capital Financing Plan
2026 Direct Purchase 2015 Power Bonds
Refunding
Proposed Commission Actions
Agenda
Capital Financing Plan
(FY 2025-26)
3Dates and amounts are preliminary and subject to change.
Commission Action Estimated
Transaction
Size
($ Million)
Commission
Action
Closing
5. Direct Purchase/Private Placement
to refund or partially refund for
mitigation of Build America
Subsidy risk and/or debt service
savings – 2009 COPS (BABs), 2015
Power Revenue Bonds, 2010B
Wastewater Bonds (BABs)
Up to $325 Q2
FY25-26
Q3
FY25-26
• Transaction anticipated in the FY 2025-26 Capital
Financial Plan (July 22, 2025, with some modifications). • Important financing abbreviations:
• Build America Bonds (BABs)
• Certificates of Participation (COPs)
Refunded Bonds
(Power Bonds 2015 Series A)
4 *Preliminary, subject to change. Current estimates based on rates as of March 6, 2026†Totals may not add due to independent rounding. c = Yield to par call on May 1, 2025 as published in May 7, 2015 Official Statement
Interest Rate Volatility
5 Down the Yield Curve
(Refinancing Basics)
6 Direct Purchase
7 • On May 19, 2025, RFP was sent to Officer of Public Finance Underwriter Pool and the Airport’s Credit Facility Pool • Proposals reviewed by the SFPUC’s Municipal Advisors and Capital Finance. Barclays Direct Purchase selected.
RFP Process
• Structured as tax-exempt fixed rate bonds
• Will be based on market rates with a fixed spread of:
• 0.25% for bonds maturing in 2026 to 2040
• 0.22% for bonds maturing from 2041 to 2045
Direct Purchase Structure
• Thus, may result in a modestly higher interest rate compared to public market sale but does not require comprehensive primary disclosure document and offers rating flexibility and savings • Provides crucial timing flexibility to execute when rates are optimal
Direct Purchase Process
Transaction Description
8 Direct purchase or other
forms of indebtedness
will refinance 2015
Series A Power Bonds
for savings
$32,025,000 million of
bonds maturing
11/1/2026-2045 have an
average coupon of 5%
and an average life of
12.3 years
A debt service reserve
fund of $2,339,589 will
be released and no new
reserve fund will be
needed
Net of premium, only
$27,145,000 of
refunding bonds sold
Updated Refunding Analysis
(in thousands)
9 *Preliminary, subject to change. Current estimates based on market conditions as of March 31, 2026†Totals may not add due to independent rounding.
Direct Purchase Current Refunding
Power Revenue Bonds Series 2015A
Sources
Par Amount $27,290,000
Premium 2,763,167
Reserve Release 2,339,589
Total Sources $32,392,756
Uses
Escrow Deposit $32,104,648
Estimated Costs of Issuance 288,109
Total Uses $32,392,756
Summary Statistics
TIC 3.89%
All-In TIC 3.97%
Cash Flow Savings $7,590,950
NPV Savings ($) $2,945,974
NPV Savings (%) 9.20%
Setting Rates
(Subject to Market Conditions)
10Source: Barclays indicative rates as of March 31, 2026; Preliminary and subject to change.
Tax-Exempt Indicative Interest Rate Scale
SFPUC Power (NR/AA/AA-)
Year Maturity MMD Yield to DP DP Yield to
(11/1) 3/31/2026 Par Call Coupon Spread Call Premium Call 1 2027 2.40% 5.00% -22 2.18% +25 2.43%
2 2028 2.43% 5.00% -22 2.21% +25 2.46%
3 2029 2.50% 5.00% -22 2.28% +25 2.53%
4 2030 2.60% 5.00% -22 2.38% +25 2.63%
5 2031 2.71% 5.00% -22 2.49% +25 2.74%
6 2032 2.83% 5.00% -22 2.61% +25 2.86%
7 2033 2.85% 5.00% -22 2.63% +25 2.88%
8 2034 2.99% 5.00% -22 2.77% +25 3.02%
9 2035 3.09% 5.00% -20 2.89% +25 3.14%
10 2036 3.20% 5.00% -19 3.01% +25 3.26%
11 2037 3.26% 11/1/2036 5.00% -15 3.11% +25 3.36%
12 2038 3.36% 11/1/2036 5.00% -10 3.26% +25 3.51%
13 2039 3.48% 11/1/2036 5.00% -5 3.43% +25 3.68%
14 2040 3.50% 11/1/2036 5.00% -2 3.48% +25 3.73%
15 2041 3.58% 11/1/2036 5.00% 0 3.58% +22 3.80%
16 2042 3.66% 11/1/2036 5.00% +5 3.71% +22 3.93%
17 2043 3.76% 11/1/2036 5.00% +8 3.84% +22 4.06%
18 2044 3.88% 11/1/2036 5.00% +11 3.99% +22 4.21%
19 2045 4.00% 11/1/2036 5.00% +13 4.13% +22 4.35%
20 2046 4.12% 11/1/2036 5.00% +13 4.25% +22 4.47%
21 2047 4.23%
22 2048 4.29%
23 2049 4.32%
24 2050 4.34%
25 2051 4.37% 11/1/2036 5.00% +13 4.50% +22 4.72%
26 2052 4.40%
27 2053 4.42%
28 2054 4.44%
29 2055 4.46%
30 2056 4.47% 11/1/2036 5.00% +13 4.60% +22 4.82%
11 • SB 450 enacted in October 2017 requires local agencies to disclose estimates of certain debt financing-related information at authorization:
"Good Faith Estimate"
True
Interest
Cost
(TIC)
Finance
Charge
of the
Bonds
Amount of
Proceeds
Received from
Sale
Total
Payment
Amount
2015A
Power
Bonds
3.83% $285,651 $29,971,062 $42,742,688
Preliminary and subject to change based on market conditions at the time the bonds are sold. Current estimates based on rates as of March 31, 2026.
Enterprise Debt Ratings
(March 31, 2026)
12 ^Updated ratings available from Moody’s Investors Service (www.moody’s.com), S&P Global Ratings (www.spglobal.com) and Fitch Ratings (www.fitchratings.com).
†CleanPowerSF received an A1 issuer rating from Moody’s Investors Service in February 2026, however the CleanPowerSF Program currently does not have any debt outstanding
Credit Ratings (Credit Outlook)^
Moody's Investors
Service
S&P Global
Ratings
Fitch
Ratings
Long-Term Long-Term Long-Term
Water Enterprise Aa2
(Stable)
AA-
(Stable) --
Wastewater Enterprise Aa2
(Stable)
AA
(Negative) --
Power Enterprise -- AA
(Stable)
AA-
(Stable)
CleanPowerSF† A1
(Stable) -- --
Transaction Documents
13 • Agreements between SFPUC and
purchaser, outlining terms of the bond
sale
Bond Purchase
Contract
• Agreements between SFPUC and
Trustee for the issuance and security of
bonds
Fourth Supplemental
Indenture for Power
Enterprise
• Outlines disclosure reporting
requirements during term of bonds
Continuing
Disclosure
Certificate
Recommended Actions
14 Authorize issuance of bonds or other forms of
indebtedness up to $30 million to refund
outstanding 2015 Power Revenue Bonds
Series A
Authorize
Approve form of related bond sale documentsApprove
Authorize General Manager to enter into bond
purchase contract with BarclaysAuthorize
Next Steps
15 May
S M T W T F S
1 2
3 4 5 6 7 8 9
10 11 12 13 14 15 16
17 18 19 20 21 22 23
24 25 26 27 28 29 30
31 June
S M T W T F S
1 2 3 4 5 6
7 8 9 10 11 12 13
14 15 16 17 18 19 20
21 22 23 24 25 26 27
28 29 30
*Preliminary, subject to change
April
S M T W T F S
1 2 3 4
5 6 7 8 9 10 11
12 13 14 15 16 17 18
19 20 21 22 23 24 25
26 27 28 29 30
April 14th Commission Approval of 2026
Direct Purchase
TBD – Based
on Rates*
Potential Pricing of 2015A
Power Refunding
Two weeks
later*
Negotiated
May 12*
Potential Closing 2015A Power
Refunding
Provide One Power Rating
Later in Conjunction with other
reviews
Return to Commission with
additional refundings, Proposed
amendments to Admin Code
Questions
SFPUC Capital Finance Team
Edward Kwong, Capital Finance Analyst
Daniel Fuchs, Capital Finance Analyst
Eric Kwak, Debt Analyst
Earl Dunivan, Debt Analyst
Nikolai J. Sklaroff, Capital Finance Director
16 AGENDA ITEM
Public Utilities Commission
City and County of San Francisco
DEPARTMENT Financial Services
AGENDA NO.
11 MEETING
April 14, 2026
Calendar: Regular Calendar
Project Manager: Nikolai J. Sklaroff
Authorize the Issuance of up to $30 million to Refund 2015 Power Bonds Series A
Summary of Proposed
Commission Action:
Authorize the issuance of bonds or other forms of indebtedness to refund outstanding 2015 Power Revenue Bonds Series A with 2026 Power Bonds Series A (2026A Power Refunding Bonds) issued in a principal amount up to $30 million.
Background: Power Revenue Bonds, 2015 Series A:
The San Francisco Public Utilities Commission ( SFPUC) has $32,050,000 of Power R evenue Bonds, 2015 Series A (2015 Series A Bonds) outstanding and callable on any date on or after May 1, 2025. Subject to approval of this Commission, the SFPUC would issue 202 6A Power Refunding Bonds to refund the 2015 Series A Bonds for debt service savings, pursuant to San Francisco Charter Section 9.109 and Board of Supervisors Ordinance No. 126-24 (which, collectively, authorize the issuance of refunding bonds expected to result in debt service savings of at least 3% calculated on a net present value basis) and pursuant to various related Commission
resolutions and
Board of Supervisors’ borrowing ordinances.
The 2026A Power Refunding Bonds will be sold to Barclays as Purchaser under a Bond Purchase Contract by a direct purchase allowing the transaction to proceed swiftly and efficiently without the preparation of a time -consuming Preliminary Official Statement and without immediate need for a bond rating.
The refunding of the 2015A Power Revenue Bonds through a proposed direct purchase of bonds , was included as part of the FY 2025-26 Capital Financing Plan presented to the Commission on July 22, 2025.
Proposed Refunding and Prepayment:
Method of Sale: SFPUC solicited purchasers through a
competitive RFP process that included other transactions to be presented separately to the Commission. The selected
purchaser (Barclays) would purchase refunding bonds issued by Execute Agreement: Authorize the Issuance of up to $30 million to Refund 2015 Power Bonds Series A Commission Meeting Date: April 14, 2026
the Power Enterprise , pursuant to a modified bond purchase contract (BPA) similar to the SFPUC’s typical negotiated public offerings. The 2026A Power Refunding Bonds would be structured and issued much like any other long -dated, public ly offered transaction (fixed rates negotiated with coupons and yields, and a ten-year par call). However, unlike a standard public offering, the direct purchase proposed by Barclays does not require a marketing period, preliminary official statement, or prior public enterprise disclosure before executing the BPA , nor would a rating be required at closing. Barclays would, however, require a rating from either Moody’s or S&P in the future under a provision designed to allow the SFPUC to obtain the rating in conjunction with other expected rating reviews. In exchange for these more accommodating and money -saving terms, interest rates on each bond would be set at a modest 22-25 basis points (0.22%-0.25%) over a market scale.
In addition to the document and disclosure flexibility offered, this transaction offers timing, structuring and delivery flexibility, while also streamlining the process , helping the SFPUC to remain nimble to take advantage of optimal rates in a dynamic market environment and take advantage of favorable market conditions more quickly than it could with a conventional public offering.
The refunding of the 2015A Power Bonds, achieves debt service savings well exceeding the SFPUC’s minimum threshold of 3%, and the refunding could occur shortly after Commission
approval in April if market conditions remain conducive.
The SFPUC has favorable public market access as a highly-rated and frequent issuer of revenue bonds and ha s taken advantage of the economies of scale and other efficiencies of including opportunistic refundings with new bond issuances. The long lead times and dedication of staff and financing team resources for comprehensive primary disclosure for small stand- alone refunding transactions is relatively inefficient. The proposed direct purchase transactions
may result in the incurrence of a
modest interest rate premium not present on comparable SFPUC public market transactions , but the ability to reduce the time needed to secure interest rates is increasingly valuable in the current volatile market environment.
Structure of the Bonds: The refinancing/refunding of the 2015A Power Bonds would be structured as tax-exempt fixed rate bonds with a final maturity not -to-exceed the maturity of the refunded 2015A Power Bonds . The interest rates for the 2026A Power Refunding Bonds will be determined on the bond pricing date based on market rates and a fixed spread of 22 -25 basis points, as determined through the competitive RFP process, and will Execute Agreement: Authorize the Issuance of up to $30 million to Refund 2015 Power Bonds Series A Commission Meeting Date: April 14, 2026
remain fixed while the 2026A Power Refunding Bonds remain outstanding. Barclays has proposed interest rates of public market scale with a premium of 0.25% (25 basis points) for bonds maturing from 2026 to 2040 and a premium of 0 .22% (22 basis points) for bonds maturing from 2041 to 2045. Bonds maturing after 10 years would remain eligible for early redemption, facilitating further refunding opportunities on these same bonds.
Transaction Schedule: Depending on market conditions, it is expected that the pricing of the refunding of the 2015A Power Bonds could occur soon after the April Commission meeting in April or May 2026 and close by late May 2026.
Government Code 5821.1 Compliance: Pursuant to Senate Bill 450 (SB450) enacted in 2017 (codified at Government Code Section 5821.1), California law requires the governing body of a local public body to obtain and disclose, prior to authorization of a new bond issue, good faith estimates of the following financing- related information:
1. True Interest Cost (TIC) of the bonds;
2. Finance charge of the bonds: Representing the sum of all fees and charges paid to third parties;
3. Amount of proceeds received: Representing proceeds of the bonds net of fees and charges paid to third parties and any
reserves or capitalized interest funded by the
bonds; and
4. Total payment amount: The sum of all debt service
payments on the bonds calculated to the final maturity of the bonds.
Issuers are required to obtain good faith estimates from either the issuer’s municipal advisor, underwriter, or third-party lender. The Commission has been presented with this information in past staff reports requesting approval of bonds issued or loans executed since the enactment of SB 450.
The following represents a good faith reasonable estimate prepared by the SFPUC’s Municipal Advisor, PFM Financial Advisors LLC of certain costs of the 2026 Power Refunding) for purposes of compliance with SB 450 and based upon information as of March 6, 2026. Actual results may vary based on prevailing market conditions when the bonds are priced.
Execute Agreement: Authorize the Issuance of up to $30 million to Refund 2015 Power Bonds Series A Commission Meeting Date: April 14, 2026
2015A Power Refunding:
SB 450
Required Information
Municipal
Advisor’s
Good Faith
Estimate
1. True Interest Cost (TIC): 3.55%
2. Finance Charge of the Bonds:
(reflects both costs of issuance and
underwriter’s discount).
$372,699.35
3. Amount of Proceeds Received by
the Public Body for Sale of the
Bonds: (less the finance charge
and any capitalized interest)
$30,058,110.35
4. Total Payment Amount: (represents
total estimated debt service, net of
capitalized interest, if any).
$41,858,950.00
The SFPUC solicited proposals for a d irect purchase of bonds from firms in the City’s approved “Underwriter Pool” currently maintained by the Controller’s Office and the City’s “Credit Facility Pool” currently maintained by the Airport, for proposals to refund all or portions of certain outstanding debt transactions, including the 2015 Power Revenue Bonds Series A, 2009D
Certificates of Participation (C OPs) and Build America Bonds (BABs), and SFPUC’s other outstanding BABs. The solicitation was sent on May 19, 2025 and reissued June 5, 2025 following the release of the r evised Underwriting Pool by the Controller’s Office of Public Finance. The RFP was distributed by the SFPUC’s Municipal Advisors for this process (PFM Financial Advisors, LLC) to all eligible firms in each pool . E ight firms responded with proposals for multiple products received by the June 23, 2025 deadline.
The proposals were reviewed and evaluated by the SFPUC’s Municipal Advisors for this solicitation and Capital Finance staff against criteria specified in the solicitation. The SFPUC selected the direct purchase offered by Barclays.
Bond Documents: The resolution approves the form of and authorizes the execution of documents relating to the 2026A Power Refunding Bonds, all of which are expected to proceed as direct purchases, as described below.
1) Bond Purchase Contracts – The agreement between the
SFPUC and the Purchaser (Barclays) setting forth
conditions upon which the bonds will be purchased by the Execute Agreement: Authorize the Issuance of up to $30 million to Refund 2015 Power Bonds Series A Commission Meeting Date: April 14, 2026
Purchaser, and the obligations of both parties, including provisions allowing the Purchaser to not purchase the
bonds in the event of certain circumstances.
Supplemental Indenture – the Fourth Supplemental
Indenture for 2015 Power Bonds Series A Refunding –
The Enterprise indenture is an agreement between the
SFPUC and the Trustee which sets forth the contractual
terms for the 2026A Power Refunding Bonds , including
pledge of revenues, flow of funds, covenants, defaults and remedy provisions, and provisions to issue additional debt.
The Supplemental Indenture set s forth the terms of the 2026A Power Refunding Bonds
, including maturities,
interest rate and terms of early redemption.
2) Continuing Disclosure Certificate – This document sets forth the SFPUC’s commitment to providing annual
financial and operating data disclosure for the Power
Enterprise, and the ongoing disclosure of certain
enumerated material events as set forth by the Securities and Exchange Commission’s (SEC) Rule 15c2-
12. To
facilitate the sale, the SFPUC is required to execute a continuing disclosure certificate (CDC) as a regulatory prerequisite to enable the underwriters to underwrite the bonds.
Legal and Advisory Team: SFPUC Finance worked
collaboratively with its independent municipal advisor, as well as the City Attorney’s Office and outside bond and tax counsel, to develop all aspects of the documents associated with the sale of the 2026A Power Refunding Bonds, including all attachments.
The parties working with the SFPUC on this financing are as follows:
• General Counsel: City Attorney’s Office of the City and County of San Francisco;
• Power Bond Counsel: Stradling Yocca Carlson &
Rauth LLP for the 2026 Power Refunding Bonds
• Municipal Advisor: PFM California Advisors, LLC;
• Purchaser: Barclays Capital Inc. or Barclays Bank
PLC;
• Trustee: U.S. Bank Trust Company, National
Association;
• Independent Pricing Consultant: Montague DeRose
and Associates; and,
• Purchaser’s Counsel: McDermott Will & Schulte LLP.
The SFPUC’s General Counsel, Power Bond Counsel, Trustee’s Counsel (to be determined), and Purchaser’s Counsel will all Execute Agreement: Authorize the Issuance of up to $30 million to Refund 2015 Power Bonds Series A Commission Meeting Date: April 14, 2026
deliver legal opinions at the closing of the financings approved here.
Environmental Review: This action does not constitute a project under the California Environmental Quality Act (CEQA) Guidelines S ection
15378(b)(4) because it involves the creation of government funding mechanisms or other government fiscal activities, which do not involve any commitment to any specific project that may result in a potentially significant impact on the environment.
Approval of projects to be funded through this action would only occur after the necessary environmental review process has been completed as required by the CEQA.
Attachments: 1) Form of Bond Purchase Contract
2) Form of Fourth Supplemental Trust Indenture for Power Enterprise
3) Form of Continuing Disclosure Certificate for Power
Enterprise 2015 Power Bonds Series A Refunding
1 PUBLIC UTILITIES COMMISSION
City and County of San Francisco
RESOLUTION NO. ________________
WHEREAS, Section 9.107(6) of the Charter of the City and County of San Francisco (the “Charter”) authorizes the issuance of revenue bonds, without voter approval, when authorized by resolution approved by a three- fourths affirmative vote of the Board of Supervisors of the City and County of San Francisco (the “Board”), for the purpose of the reconstruction or replac ement of existing electric power facilities or combinations of water and electric power facilities under the jurisdiction of the Public Utilities Commission of the City and County of San Francisco (the “Commission”); and
WHEREAS, Section 9.107(8) of the Charter authorizes the issuance of revenue bonds, without voter approval, upon an affirmative vote of the Board, for the purpose of financing or refinancing the acquisition, construction, installation, equipping, improvement or rehabilitation of equipment or facilities for renewable energy and energy conservation; and
WHEREAS, On June 5, 2018, the voters of the City and County of San Francisco (the “City”) approved Proposition A (“Proposition A of 2018”), which among other things, amended Section 8B.124 of the Charter to authorize the Commission to issue indebtedness, including revenue bonds, notes, commercial paper or other forms of indebtedness, when authorized by ordinance approved by a two-thirds vote of the Board, for the purpose of reconstruc ting, replacing, expanding, repairing or improving power facilities under the jurisdiction of the Commission, or for any other lawful purpose of the power utility of the City in furtherance of the purposes specified in Charter Section 8B.124, provided that the Commission is prohibited from financing the construction of power plants that generate electricity using fossil fuels or nuclear energy under Proposition A of 2018; and
WHEREAS, Pursuant to Article XIV of Chapter 43 of the San Francisco Administrative Code, enacted by Ordinance 40- 15, adopted by the Board on March 24, 2015, and signed by the Mayor on April 2, 2015 (the “Power Enterprise Revenue Bond Law”), the Board established a procedure pursuant to which the Commission may, when approved by the Board, issue revenue bonds for any purposes of the City’s power utility (the “Power Enterprise”); and
WHEREAS, Pursuant to Ordinance No. 41-15, adopted by the Board on March 24, 2015, and signed by the Mayor on April 2, 2015, the Board authorized the issuance and sale by the Commission of revenue bonds in an aggregate principal amount not to exceed $48,000,000 to finance various capital projects for the Power Enterprise pursuant to Charter Sections 9.107(6) and 9.107(8), and in accordance with the Power Enterprise Revenue Bond Law, which ordinance was in supplement to Ordinance No. 106- 14, adopted by the Board on June 24, 2014 and signed by the Mayor on July 2, 2014; and
2 WHEREAS, Pursuant to Commission Resolution No. 14- 0197 adopted by the Commission on December 9, 2014, as supplemented by Commission Resolution No. 15- 0101 adopted by the Commission on April 28, 2015, and under the authority granted by the Charter and the above- referenced ordinances of the Board, the Commission issued its $32,025,000 aggregate principal amount of Power Revenue Bonds, 2015 Series A (Green Bonds) (the “2015A Power Bonds”) and its $7,530,000 aggregate principal amount of Power Revenue Bonds, 2015 Series B; and
WHEREAS, The 2015A Power Bonds, which remain outstanding in the aggregate principal amount of $32,050,000, are subject to optional redemption by the Commission on any date on or after May 1, 2025; and
WHEREAS, Section 9.109 of the Charter authorizes the Board to provide for the issuance of revenue refunding bonds, for which no voter approval is required, for the purpose of refunding any outstanding revenue bonds of the City provided such refunding bonds are expected to result in net debt service savings to the City on a present value basis, calculated as provided by ordinance; and
WHEREAS, Pursuant to Charter Section 9.109 and an Ordinance No. 126- 24, adopted by the Board on June 11, 2024, and signed by the Mayor on June 21, 2024 (the “Refunding Ordinance”), the Commission is authorized to issue refunding power revenue bonds without limitation as to principal amount, so long as such refunding bonds comply with, among other things, the condition that the refunding results in at least 3% net present value debt service savings or the Commission makes certain findings that justify the waiver of such savings requirement and/or other conditions; and
WHEREAS, Pursuant to Section 43.14.6 of the Power Enterprise Revenue Bond Law, the Commission may by resolution authorize the issuance of power revenue bonds to refund any outstanding power revenue bonds (“Refunding Bonds”), without the need for additional Board approval, provided that (a) such refunding is expected to result in net debt service savings to the City on a present value basis of at least 3% calculated as provided in Article VI of Chapter 43 of the San Francisco Administrative Code (enacted by Ordinance 12-00, adopted by the Board on January 31, 2000, and signed by the Mayor on February 11, 2000), and (b) such refunding bonds are issued pursuant to an existing Trust Indenture; and
WHEREAS, It is proposed that the Commission issue, subject to the other limitations as provided in the Refunding Ordinance, a series of taxable or tax -exempt Refunding Bonds for the principal purpose of refunding, for debt service savings, all or a portion of the outstanding 2015A Power Bonds in an aggregate principal amount not to exceed $30,000,000 (the “2026A Power Refunding Bonds”) pursuant to the existing Trust Indenture, dated as of May 1, 2015, by and between the Commission and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as previously supplemented and amended (as so supplemented and amended, the “Trust Indenture”), and an
3 additional supplemental indenture as herein provided (the “Fourth Supplemental Indenture”); and
WHEREAS, The refunding of the Commission’s 2015A Power Bonds is proposed to be effected through a conditional redemption notice in accordance with the Trust Indenture; and
WHEREAS, It is proposed that the 2026A Power Refunding Bonds be sold by a sale pursuant to a Bond Purchase Contract (the “Bond Purchase Contract”) between the Commission and either Barclays Bank PLC or Barclays Capital Inc. (“Barclays”); and
WHEREAS, Pursuant to the request of the Purchaser it is proposed that the Commission execute and deliver a continuing disclosure certificate (the “Continuing Disclosure Certificate”) with respect to the 2026A Power Refunding Bonds; and
WHEREAS, The Commission has been presented with and has examined the proposed forms of the Fourth Supplemental Indenture, the Bond Purchase Contract, and the Continuing Disclosure Certificate; and
WHEREAS, Subject to the requirements of Section 9.109 of the Charter and the Power Enterprise Revenue Bond Law and other requirements set forth in the Refunding Ordinance and the requirements of the Trust Indenture, the Commission is duly authorized and empowered, pursuant to each and every requirement of law, to authorize the foregoing transactions, to issue the 2026A Power Refunding Bonds and to authorize the execution and delivery of the Fourth Supplemental Indenture, the Bond Purchase Contract, the Cont inuing Disclosure Certificate, and related documents, each as appropriate for the issuance of the 2026A Power Refunding Bonds, for the purposes, in the manner and upon the terms provided herein; and
WHEREAS, In compliance with California Government Code Section 5852.1, the Commission has obtained from PFM Financial Advisors LLC, the municipal advisors to the Commission with respect to the 2026A Power Refunding Bonds (the “Municipal Advisor”), good faith estimates of the following information: (a) the true interest cost of the 2026A Power Refunding Bonds, (b) the sum of all fees and charges paid to third parties with respect to the 2026A Power Refunding Bonds, (c) the amount of proceeds of the 2026A Power Refunding Bonds expected to be received net of the fees and charges paid to third parties and any reserves or capitalized interest paid or funded with proceeds of the 2026A Power Refunding Bonds, and (d) the sum total of all debt service payments on the 2026A Power Refunding Bonds calculated to the final maturity of the 2026A Power Refunding Bonds plus the fees and charges paid to third parties not paid with the proceeds of the 2026A Power Refunding Bonds, and such estimates are disclosed and set forth in the staff report provided to the Commission in connection with this Resolution; and
WHEREAS, This action does not constitute a project under the California Environmental Quality Act (CEQA) Guidelines Section 15378(b)(4) because it involves
4 the creation of government funding mechanisms or other government fiscal activities, which do not involve any commitment to any specific project that may result in a potentially significant impact on the environment and approval of projects to be funded through this action would only occur after the necessary environmental review process has been completed as required by the CEQA; now, therefore, be it,
RESOLVED by the Public Utilities Commission of the City and County of San Francisco, as follows:
Section 1. Issuance of the 2026A Power Refunding Bonds. The issuance of the 2026A Power Refunding Bonds, in one or more series or subseries and issued on one or more dates, all as may be determined by the General Manager of the Commission (all references in this resolution to the General Manager of the Commis sion to include any authorized designee thereof pursuant to Section 5 hereof, in an aggregate principal amount not exceeding $30,000,000 is hereby authorized and approved by the Commission, subject to the limitations and conditions provided herein.
The issuance of the 2026A Power Refunding Bonds is authorized and approved subject to the limitations and conditions of Section 9.109 of the Charter, the Power Enterprise Revenue Bond Law, the Refunding Ordinance, and the requirements of the Trust Indentur e, including without limitation Section 3.3 and Section 3.5 of the Trust Indenture, and the applicable requirements of the Commission’s policies and procedures for refunding bonds. The 2015A Power Bonds to be refunded shall be selected by the General Manag er, in consultation with the Commission’s Municipal Advisor, upon a determination that the refunding meets the requirements described in the preceding sentence and would be financially advantageous to the Commission and its operations.
The proceeds of the 2026A Power Refunding Bonds shall be applied to: (a) refund all or a portion of the outstanding 2015A Power Bonds, (b) fund a debt service reserve account for the 2026A Power Refunding Bonds, if any; and (c) pay costs of issuance of the 2026A Power Refunding Bonds.
The General Manager is hereby authorized and directed to determine the aggregate principal amount of 2026A Power Refunding Bonds to be issued [from time to time] (subject to the maximum amount and further limitations and conditions set forth herein) and to determine the various titles and series (or subseries) designations of the 2026A Power Refunding Bonds. The 2026A Power Refunding Bonds may be issued as obligations the interest on which is or is not subject to federal income tax. The form of the 2026A Power Refunding Bonds, in substantially the form set forth in the Fourth Supplemental Indenture presented to this meeting is hereby approved. The General Manager is hereby authorized and directed to approve and to execute the 2026A Power Refunding Bonds by m anual or facsimile signature, and the Director of Commission Affairs is hereby authorized and directed to attest, by manual or facsimile signature, with such changes, additions, amendments or modifications thereto which they may approve with the advice of the City Attorney, such approval to be conclusively evidenced by the execution and delivery of the 2026A Power Refunding Bonds, subject to the limitations set forth in Section 3 hereof.
5 Section 2. Supplemental Indenture. The proposed form of Fourth Supplemental Indenture for the 2026A Power Refunding Bonds submitted to this Commission, and the terms and conditions thereof, are hereby approved. The General Manager of the Commission is authorized and directed to execute an d deliver, and the Director of Commission Affairs or the Director of Commission Affairs designee is authorized to attest to, the Fourth Supplemental Indenture for the 2026A Power Refunding Bonds substantially in the form presented at this meeting, with suc h changes and additions thereto as they may approve with the advice of the City Attorney, such approval to be conclusively evidenced by the execution and delivery of such Fourth Supplemental Indenture. Subject to the further limitations hereof, the princip al amount, date, maturity date or dates, maximum interest rate or rates, series (and any subseries) designation, interest payment dates, forms, registration privileges, place or places of payment, terms of redemption, insurance provisions and other terms of the 2026A Power Refunding Bonds shall be as provided in the Trust Indenture and in the Fourth Supplemental Indenture as finally executed. The Director of Commission Affairs is directed to file a copy of the form of Fourth Supplemental Indenture with the minutes of this meeting.
Section 3. Sale; Bond Purchase Contract . The sale of the 2026A Power Refunding Bonds, in one or more series or subseries and on one or more dates, is hereby authorized and approved by the Commission, subject to the limitations and conditions provided herein. Subject to the other limitations provided herein, (i) the interest rate or rates on the 2026A Power Refunding Bonds shall not exceed five and one- half percent (5.50%), (ii) the true interest cost of the 2026A Power Refunding Bonds shall not exceed five and one- half percent (5.50%) and (iii) the final maturity of any 2026A Power Refunding Bonds shall not be later than twenty (20) years after the issuance year thereof.
The net debt service savings to the City on a present value basis calculated as provided in Section 43.6.6 of Chapter 43 of Article VI of the San Francisco Administrative Code from the delivery of the 2026A Power Refunding Bonds shall be not less than 3.00% of the aggregate par amount of the 2015A Power Bonds refunded thereby.
The proposed form of Bond Purchase Contract with Barclays for the 2026A Power Refunding Bonds, submitted to this Commission, is hereby approved. The General Manager is hereby authorized to enter into a Bond Purchase Contract with Barclays, substantially in the form presented at this meeting, with such changes and additions as the General Manager may approve upon consultation with the City Attorney, such approval to be evidenced conclusively by the execution and delivery of such Bond Purchase Contract; provided, however, that the total compensation to Barclays, inclusive of all expense reimbursements, shall not exceed 0.33% of the par value of the 2026A Power Refunding Bonds to be sold pursuant to any such Bond Purchase Contract. The 2026A Power Refunding Bon ds shall be delivered to Barclays upon payment of the purchase price agreed upon in the Bond Purchase Contract, together with accrued interest, if any. The Director of Commission Affairs is directed to file a copy of said form of Bond Purchase Contract with the minutes of this meeting.
6 The Commission’s Debt Management Policies and Procedures authorize the General Manager to approve a “negotiated” sale (as distinct from a “competitive sale”) of Commission bonds to an underwriter “if deemed necessary for a successful offering.
Alternatively, such Policies and Procedures authorize the General Manager to approve a “private placement” of bonds if such sale “would result in a lower overall cost than would be achieved by selling bonds at a public sale.” Staff and the Municipal Advisor have recommended that the 2026A Power Refunding Bonds be sold to Barclays in a negotiated sale. Barclays has represented that it will buy all of the 2026A Power Refunding Bonds without the present intention to sell or reoffer the 2026A Power Refunding Bonds (or any portion of the 2026A Power Refunding Bonds or any interest in the 2026A Power Refunding Bonds) other than a sale or transfer to (A) an affiliate or other party related to Barclays or (B) a funding entity or other special purpose arrangement established by Barclays or an affiliate of Barclays such as a tender option bond trust (or similar securitization vehicle), without limiting Barclays’ right to transfer, sell or otherwise dispose of the 2026A Power Refunding Bonds or any part thereof at some future time and from time to time at its sole discretion. Staff estimates that the sale of the 2026A Power Refunding Bonds to Barclays, given the relatively small size of the offering, would result in lower costs than a public sale of such bonds, because certain issuance costs associated with a public sale (such as the preparation of disclosure documents and an investor presentation, the provision of credit ratings, as well as the associated staff time and expense incurred in connection with such activities) would be avoided or delayed.
Staff and the Municipal Advisor further advise that the sale to Barclays will provide greater flexibility for execution and timing of the refunding of the 2015A Power Bonds. Based upon the foregoing the General Manager has determined tha t the sale of the 2026A Power Refunding Bonds to Barclays is likely to result in lower overall costs (and greater flexibility) than achieved by selling such bonds at public sale, and should be approved by the Commission.
Section 4. Continuing Disclosure Certificate. The proposed form of Continuing Disclosure Certificate for the 2026A Power Refunding Bonds, submitted to this Commission, is hereby approved. The General Manager is hereby authorized and directed to execute the Continuing Disclosure Certificate for the 2026A Power Refunding Bonds, substantially in the form submitted to this Commission, with such additions, changes and corrections thereto as the General Manager shall approve with the advice of the City Attorney, such approv al to be conclusively evidenced by the execution and delivery of such Continuing Disclosure Certificate. The Director of Commission Affairs is directed to file a copy of said form of Continuing Disclosure Certificate with the minutes of this meeting.
Section 5. General Authority . The General Manager or the acting General Manager is hereby authorized and directed, each acting alone, for and in the name and on behalf of this Commission, to execute and deliver any and all documents, certificates and representations, including, but not limited to, signature certificates, no- litigation certificates, tax certificates, letters of representation relating to book -entry registration, custody agreements and filing agent agreements, and to do any and all things and take any and all actions which may be necessary or advisable, in their discretion, to accomplish
7 the intent and purposes of this resolution, including the issuance and sale of the 2026A Power Refunding Bonds, the refunding of the outstanding 2015A Power Bonds, and the other actions which the Commission has approved in this Resolution. The General Manager may delegate the authority under this Resolution to the Deputy General Manager and Chief Operating Officer ; the Chief Financial Officer and Assistant General Manager, Business Services ; the Assistant General Manager, Power Enterprise; the Deputy Chief Financial Officer; or the Capital Finance Director of the Commission, as the General Manager or the acting General Manager deems necessary or appropriate.
Pursuant to the Power Enterprise Revenue Bond Law, the General Manager shall provide a certification to the Commission regarding the expected net debt service savings to be realized in connection with the issuance of the 2026A Power Refunding Bonds on or prior to the issuance of such 2026A Power Refunding Bonds. In addition, Pursuant to the Refunding Ordinance, the Commission shall within 30 days of the sale and issuance of the 2026A Power Refunding Bonds, provide to the Board a refunding savings report prepared by the Commission’s Municipal Advisor with respect to the 2026A Power Refunding Bonds that reflects at least a 3% net present value debt service savings in connection with the issuance of the 2026A Power Refunding Bonds and the 2015A Power Bonds refunded thereby.
Section 6. Good Faith Estimates. The Commission acknowledges that the good faith estimates required by Section 5852.1 of the California Government Code are disclosed in the staff report and are available to the public at the meeting at which this Resolution is approved.
Section 7. Ratification. All actions heretofore taken by the officers, employees and agents of the Commission with respect to the authorization, sale and issuance of the 2026A Power Refunding Bonds and the authorizations under this Resolution, prior to the date hereof and in acc ordance with the provisions hereof, are hereby approved, confirmed and ratified.
Section 8. Effective Date . This Resolution shall take effect from and after its adoption.
I hereby certify that the foregoing resolution was adopted by the San Francisco Public Utilities Commission at its meeting April 14, 2026.
Director of Commission Affairs
San Francisco Public Utilities Commission
MWS Draft 1/5/26
$[PAR AMOUNT]
PUBLIC UTILITIES COMMISSION OF THE
CITY AND COUNTY OF SAN FRANCISCO
POWER REVENUE BONDS, 2026 SERIES A
BOND PURCHASE CONTRACT
[BPA Date]
Public Utilities Commission of the
City and County of San Francisco
525 Golden Gate Avenue, 13th Floor
San Francisco, CA 94102
Ladies and Gentlemen:
The undersigned [Barclays Capital Inc.] [Barclays Bank PLC] (the “Purchaser”), offers to enter into this Bond Purchase Contract (this “ Purchase Contract ”) with the Public Utilities Commission of the City and County of San Francisco (the “Commission”), which will be binding upon the Commission and the Purchaser upon acceptance hereof by the Commission. This offer is made subject to the acceptance by the Commission by its execution of this Purchase Contract and its delivery to the Purchaser on or before 11:59 p.m., California time, on the date hereof and, if not so accepted, will be subject to withdrawal by the Purchaser upon written notice delivered by the Purchaser to the Commission at any time prior to the acceptance of this Purchase Contract by the Commission. If the Purchaser withdraws this offer, or the Purchaser’s obligation to purchase the Bonds (as hereinafter defined) is otherwise terminated pursuant to Section 9(d) hereof, then and in such case the Commission shall be without any further obligation to the Purchaser, including the payment of any costs set forth under Section 11(a) hereof, and the Commission shall be free to sell the Bonds to any other party.
Capitalized terms not otherwise defined herein shall have the meanings set forth in the Indenture, dated as of May 1, 2015 (the “Master Indenture”), between the Commission and U.S.
Bank Trust Company, National Association, as successor trustee (the “Trustee”), as supplemented and amended to date and as further supplemented by a Fourth Supplemental Indenture, dated as of [_____ 1, 2026] (the “Fifth Supplemental Indenture”), relating to the 2026 Series A Bonds (as defined below) , each between the Commission and the Trustee (the Master Indenture, as supplemented, being herein referred to as the “Indenture”).
Section 1. Purchase and Sale. Upon the terms and conditions and upon the basis of the representations set forth herein, the Purchaser agrees to purchase from the Commission, and the Commission hereby agrees to sell and deliver to, or for the account of, the Purchaser , all (but not less than all) of the $ [P
AR AMOUNT] aggregate principal amount of Public Utilities Commission of the City and County of San Francisco Power Revenue Bonds, 2026 Series A (the “Bonds”). -2-
The aggregate purchase price for the Bonds shall be $[__________] (which is comprised of the aggregate principal amount of the Bonds of $[___________] and a premium of $_______ relating to the Bonds). The Commission shall, on the Closing Date, pay to the Purchaser, as part of the costs of issuance, a purchaser’s fee in the amount of $[0.10% of par] (the “Purchaser Fee”).
The Bonds shall be dated their date of delivery and shall have the maturities in principal amounts and bear interest at the rates per annum and have the prices all as set forth on Schedule I attached hereto. The Bonds shall be subject to optional and mandatory sinking fund redemption prior to maturity as shown on Schedule I. The Bonds shall be substantially in the form described in, and shall be issued and secured under and pursuant to, the Indenture. The Bonds shall be as otherwise described in the Indenture.
Section 2. Authorization for the Bonds; Purpose of Issue . T he Commission has the authority to issue the Bonds under the Charter (the “Charter ”) of the City and County of San Francisco (the “City ”), including Proposition E of 2002, as amended (“Proposition E”), and various ordinances and resolutions (collectively, the “ Authorizing Legislation”), adopted by the Board of Supervisors of the City (the “Board of Supervisors”), and Resolution No. [____], adopted by the Commission on [________, 2026] (the “Commission Resolution”) . The ordinances authorizing the Bonds are collectively referred to as the “City Ordinances.” The proceeds of the Bonds will be applied [ to refund [all] [a portion of] the outstanding Public Utilities Commission of the City and County of San Francisco Power Revenue Bonds, 2015 Series A (Green Bonds)] and to pay the costs of issuance of the Bonds.
Section 3. Delivery of Documents.
On the Closing Date, the Commission will deliver (i) a Continuing Disclosure Certificate, in form and substance satisfactory to the Purchaser (the “Continuing Disclosure Certificate”) and (ii) a Notice of Financial Obligation, which will describe the terms and features of the Bonds (the “Notice of Financial Obligation”).
Except as set forth in the preceding paragraph, the Commission shall be under no obligation hereunder to deliver any disclosure document in respect of the Bonds either before or after delivery of the Bonds hereunder.
Section 4. Reserved.
Section 5. The Closing. At 8:30 a.m., California time, on [Closing Date] , or at such other time or on such other date as the Commission and the Purchaser may agree (the “Closing Date”), the Commission shall deliver, or cause to be delivered to or for the account of the Purchaser, through the Fast Automated Securities Transfer (“ FAST”) delivery system of The Depository Trust Company ( “DTC”), the Bonds in book- entry eligible form, duly executed and authenticated, and registered in the name of Cede & Co., as nominee of DTC. Concurrently with the delivery of the Bonds to the Purchaser, the Commission will deliver the documents hereinafter mentioned at the offices of [Norton Rose Fulbright US LLP] [ (“Bond Counsel”), in San Francisco, California, or another place to be mutually agreed upon by the Commission and the Purchaser .
The Purchaser shall accept such delivery and pay the purchase price for the Bonds set forth in -3-
Section 1 by federal funds wire transfer in immediately available funds to the order of the Trustee for the account of the Commission. This payment for, and delivery of, the Bonds, together with the delivery of the aforementioned documents, is herein called the “Closing.” The Purchaser shall order CUSIP identification numbers and the Commission shall cause such CUSIP identification numbers to be printed on the Bonds; provided, that neither the failure to print such number on any Bond nor any error with re spect thereto shall constitute cause for a failure or refusal by the Purchaser to accept the Bonds.
Section 6. Representations, Warranties, and Agreements of the Commission . The Commission represents, warrants and agrees with the Purchaser as follows:
(a) Due Organization, Existence and Authority . The Commission is a duly constituted public commission of the City and County of San Francisco duly organized and validly existing pursuant to its Charter and the Constitution and laws of the State of California (the “ State” or “California”), with full authority to: (i) adopt the Commission Resolutions; (ii) execute and deliver the Master Indenture, the Fifth Supplemental Indenture, the Continuing Disclosure Certificate and this Purchase Contract; and (i ii) sell and deliver the Bonds to the Purchaser as provided herein. All approvals and consents which are required for the due authorization of, which would constitute a condition precedent to, or the absence of which would materially adversely affect the due performance by the Commission of, i ts respective obligations under the Bonds, this Purchase Contract and the Indenture have been duly obtained or when required for future performance are expected to be obtained, except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the sale of the Bonds.
(b) Reserved.
(c) Reserved.
(d) No Breach or Default. The Commission is not in breach of or default under any applicable constitutional provision, law or administrative regulation of the State or the United States, or any agency or department of either, or of any applicable judgment or decree or any loan ag reement, indenture, bond, note, resolution, agreement or other instrument to which the Commission is a party or to which the Commission or any of its properties or other assets is otherwise subject, and no event has occurred and is continuing which, with the passage of time or the giving of notice, or both, would constitute a default or event of default under any such instrument, which breach or default in any such case, would have a material and adverse effect upon the business operations, properties or financial condition of the Commission or the issuance of the Bonds. As of the time of acceptance hereof and as of the Closing Date, neither the execution nor the delivery by the Commission of the Indenture, the Continuing Disclosure Certificate or this Purchase Contract, the adoption of the Commission Resolutions , or the compliance by the Commission with such documents or authorizations, conflicts with or constitutes a material breach of, or default under, any applicable law or administrative regulation of the State or the United States, or any other statute or administrative rule or regulation, judgment, -4-
decree, order, license, permit, agreement or instrument to which the Commission is subject, which breach, default or conflict would have a material adverse effect on the ability of the Commission to pay the Bonds or perform its obligations under the Indent ure, the Continuing Disclosure Certificate or this Purchase Contract. (e) No Other Bond Issues or Debt . Other than commercial paper notes and similar interim borrowing facilities, between the time of acceptance hereof and the Closing Date, the Commission will not, without prior written notice to the Purchaser , issue any bonds or securities or incur any other indebtedness secured by the Revenues. (f) No Litigation. As of the date hereof and as of the Closing Date, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body, pending or, to the knowledge of the Commission, threatened against the Commission: (i) affecting the existence of the Commission or the titles of its officers to their respective offices; (ii) seeking to restrain or to enjoin the sale or delivery of the Bonds or the application of the proceeds ther efrom in accordance with the Indenture; (iii) in any way contesting or affecting the validity or enforceability of the Bonds, the Indenture, the Continuing Disclosure Certificate, this Purchase Contract or any action of the Commission authorizing the issua nce, execution or delivery thereof; or (iv) contesting the powers of the Commission with respect to the Bonds or any action of the Commission authorizing the issuance, execution or delivery thereof, nor to the knowledge of the Commission, as evidenced by t he Representative of the Commission signing this Purchase Contract, is there any basis therefor. As of the date hereof and as of the Closing Date, and except as disclosed to the Purchaser in writing, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body, pending or, to the knowledge of the Commission, threatened against the Commission in which a final adverse decision would materially and adversely affect the operations of the Power Enterprise (as defined in the Indenture), Revenues or the consummation of the transactions contemplated by this Purchase Contract. (g) Reserved.
(h) Reserved.
(i) Valid and Binding Obligations . This Purchase Contract, the Fifth Supplemental Indenture and the Continuing Disclosure Certificate, when executed and delivered by the other parties thereto, will have been duly authorized, executed and delivered and will constitute legal, valid and binding obligations of the Commission (except to the extent tha t such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, arrangement, fraudulent conveyance, moratorium and similar law affecting creditors rights generally, general principals of equity, the exercise of judicial discretion in appropriate cases, and to the limitations on remedies against city and counties in California). The Bonds, when issued, delivered and paid for as provided herein and in the Indenture, will have been duly authorized, executed and issued and will constitute legal, valid and binding limited obligations of the Commission entitled to the benefits of the Indenture.
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(j) Financial Statements. The financial statements of the Commission f or the years ended [June 30, 2025 and June 30, 2024] fairly represent the receipts, expenditures, assets, liabilities and cash balances of such amounts and, insofar as presented, other funds of the Commission as of the dates and for the periods therein set forth. Except as otherwise disclosed in writing to the Purchaser, there has not been any materially adverse change in the financial condition of the Commission or in its operations since the date of such financial statements and there has been no occurrence, circumstance or combination thereof which is reasonably expected to result in any such materially adverse change. (k) Covenants. The Commission shall (i) reflect the indebtedness evidenced by the Bonds in any statement of assets and liabilities, in compliance with standards promulgated by the Financial Accounting Standards Board, prepared by or for the Commission and (ii) notify eac h rating agency maintaining a rating on any of its debt payable from Power Enterprise revenues of the issuance of the Bonds.
Section 7. Representations, Warranties and Agreements of the Purchaser . The Purchaser represent, warrant and agree with the Commission that:
(a) The Purchaser has been duly authorized to enter into this Purchase Contract [and to deliver the Investor Letter attached hereto as Appendix D]. [(b) The Purchaser shall comply with the San Francisco Business Tax Ordinance and shall, if not otherwise exempt from such ordinance, provide to the Commission a Business Tax Registration Certificate on or prior to the date hereof. ][Under Review by Barclays]
(c) The Purchaser shall comply with all SEC and MSRB rules applicable to the sale and delivery of the Bonds. The Purchaser agrees that it will comply with any applicable state and federal securities laws then in effect with respect to any disposition of the Bonds by it (which agreement shall survive the delivery of the Bonds to the Purchaser). (d) The Purchaser shall comply with the Commission’s policy and practice that the Commission shall not pay, and the Purchaser shall not pass through to the Commission, any fees that are assessed on the Purchaser as part of the Governmental Accounting Standards Board fee or any other industry related fees that are required to be paid solely by the Purchaser.
Section 8. Reserved.
Section 9. Closing Conditions. The Purchaser is authorized to enter into this Purchase Contract in reliance upon the representations, warranties and agreements herein and the performance by the Commission of its obligations hereunder, both as of the date hereof and as of -6-
the Closing Date. The obligations of the Purchaser under this Purchase Contract are and shall be subject to the following conditions:
(a) Bring-Down Representation. The representations and warranties of the Commission contained herein shall be true, accurate and correct in all material respects at the date hereof, and on the Closing Date, as if made on the Closing Date. (b) Executed Documents and Performance Thereunder . At the time of the Closing: (i) the Indenture, this Purchase Contract and the Continuing Disclosure Certificate shall be in full force and effect, and shall not have been amended, modified or supplemented except with the consent of the Purchaser (which consent will not be unreasonably withheld); and (ii) the Commission shall perform or have performed all of its obligations required under or specified in this P urchase Contract, the Indenture and the Continuing Disclosure Certificate to be performed prior to the Closing. (c) No Default. At the time of the Closing, no default shall have occurred or be existing under the Indenture or this Purchase Contract. (d) Termination Events. The Purchaser may terminate this Purchase Contract by notification in writing to the Commission from the Purchaser, if, at any time on or prior to the Closing, any of the following occurs and, as a result of the occurrence of such an event, the market price of the Bonds , in the reasonable opinion of the Purchaser , after consultation with the Commission, would be materially adversely affected:
(i) Reserved.
(ii) an amendment to the Constitution of the United States or the Constitution of the State or legislation in or by the Congress of the United States or the legislature of the State, or the amendment of legislation pending as of the date of this Purchase Contr act in the Congress of the United States, or the favorable reporting for passage of legislation to either House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or any dec ision of any federal or State court or any ruling or regulation (final, temporary or proposed) or official statement on behalf of the United States Treasury Department, the Internal Revenue Service or other federal or State authority or the occurrence of any other comparable legislative or regulatory event affecting the federal or State tax status of the interest on the Bonds or bonds or obligations of the general character of the Bonds; provided, that the occurrence of any such event shall not constitute a termination event hereunder if the prospect of such constitutional, legislative, regulatory or judicial action or enactment shall have been publicly known on the date hereof; or (iii) any legislation, ordinance, rule or regulation shall be introduced in, or be enacted by any governmental body, department or agency of the State, or a decision by any court of competent jurisdiction within the State shall be rendered; or
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(iv) a stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission or any other governmental agency having jurisdiction of the subject matter shall be issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance or sale of the Bonds, including all underlying obligations, as contemplated hereby, is in violation or would be in violation of any provision of the federal securities laws, including the Securities Act of 1933, as amended and as then in effect, or that the Indenture need be qualified under the Trust Indenture Act of 1939, as amended and as then in effect; or
(v) legislation shall be enacted by the Congress of the United States, or a decision by a court of the United States shall be rendered, to the effect that obligations of the general character of the Bonds, or the Bonds, are not exempt from registration under the Securities Act of 1933, as amended and as then in effect, or the Securities Exchange Act of 1934, as amended and as then in effect, or that the Indenture is not exempt from qualification under the Trust Indenture Act of 1939, as amended and as then in effect; or
(vi) there shall have occurred a general suspension of trading or additional material restrictions not in force as of the date hereof shall have been imposed upon trading in the United States in securities generally by any governmental authority or by any national securities exchange; or (vii) a general banking moratorium shall have been declared by federal, State or State of New York authorities or a disruption in securities settlement, payment, commercial banking or clearance services has occurred; or (viii) there shall have occurred any outbreak or escalation of hostilities, declaration by the United States of a national or international emergency or war or other calamity or crisis (or any escalation thereof); or (ix) there shall have occurred any materially adverse change in the affairs or financial condition of the Commission; or
(x) the purchase of and payment for the Bonds by the Purchaser on the terms and conditions herein provided shall be prohibited by any applicable law, governmental authority, board, agency or commission.
The termination of this Purchase Contract pursuant to this Section 9(d) by the Purchaser with respect to the Bonds shall not prohibit the Commission from selling such Bonds to any other purchaser or underwriter.
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(e) Closing Documents. At or prior to the Closing, the Purchaser shall receive with respect to the Bonds (unless the context otherwise indicates) the following documents, in each case satisfactory in form and substance to the Purchaser:
(1) Approving Authorizations . Certified copies of the Commission Resolutions, the Authorizing Legislation and the City Ordinances. (2) Bond Documents. An executed copy of the Master Indenture and executed originals of the Fifth Supplemental Indenture, the Continuing Disclosure Certificate and this Purchase Contract.
(3) Final Opinion. An approving opinion or opinions of Bond Counsel, dated the Closing Dat e, and a letter or letters of such counsel addressed to the Purchaser to the effect that such opinion or opinions may be relied upon by the Purchaser to the same extent as if such opinion or opinions had been addressed to them.
(4) Supplemental Opinion. A supplemental opinion or opinions of Bond Counsel addressed to the Commission and the Purchaser , dated the Closing Date, to the following effect:
(i) The Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended. (ii) This Purchase Contract has been duly executed and
delivered by the Commission and constitutes the valid, legal, and binding agreement of the Commission, enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium or other similar laws affecting enforcement of creditors’ rights, by the application of equitable principles if equitable remedies are sought and limitations on the enforcement of legal remedies against public agencies in the State. (5) Notice of Financial Obligation. A copy of the Notice of Financial Obligation.
(6) Certificate of the Commission . A certificate of the Commission dated the Closing Date, signed on behalf of the Commission by an authorized officer of the Commission, to the effect that the representations and warranties of the Commission contained herein are true and correct in all material respects on and as of the Closing Date as if made on the Closing Date. (7) Certificate of the Trustee . A certificate of U.S. Bank Trust Company, National Association, as Trustee (also referred to herein as “U.S. Bank”), dated the Closing Date, to the effect that:
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(i) U.S. Bank is a national banking association organized and existing under the laws of the United States of America and has full power and is qualified to accept and comply with the terms of the Indenture and to perform its obligations thereunder and to authenticate the Bonds. (ii) U.S. Bank has accepted the duties and obligations imposed on it by the Indenture.
(iii) No consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over U.S. Bank that has not been obtained is or will be required for the consummation by U.S. Bank of the transactions contemplated by the Indenture to be undertaken by U.S. Bank.
(iv) Compliance with the terms of the Indenture will not conflict with, result in a violation or breach of, or constitute a default under, any loan agreement, indenture, bond, note, resolution or any other agreement or instrument to which U.S. Bank is a party or by which it is bound, or, to the best knowledge of U.S. Bank, after reasonable investigation, any law, rule, regulation, order or decree of any court or governmental agency or body having jurisdiction over U.S. Bank or any of its activities or properties (except that no representation, warranty or agreement is made by U.S. Bank with respect to any federal or state securities or Blue Sky laws or regulations).
(v) To the knowledge of U.S. Bank after due inquiry, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court or governmental agency, public board or body served on or threatened against or affecting the existence of U.S. Bank, or in any way contesting or affecting the validity or enforceability of the Indenture or the Bonds, or contesting the powers of U.S. Bank or its authority to enter into and perform its obligations under the Indenture or the Bonds, wherein an unfavorable de cision, ruling or finding would adversely affect the validity of the Bonds or the Indenture. (8) Opinion of Counsel to the Trustee . An opinion of counsel to U.S.
Bank addressed to the Commission and the Purchaser , dated the Closing Date, to the effect that:
(i) U.S. Bank is a national banking association with trust powers, duly organized and validly existing and in good standing under the laws of the United States of America, having the legal authority to exercise trust powers in the State.
(ii) U.S. Bank has all requisite corporate power, authority and legal right to execute and deliver the Indenture and has taken all necessary action to authorize the execution and acceptance of the Indenture. -10-
(iii) The Bonds have been duly authenticated by U.S. Bank. (iv) To such counsel’s knowledge, no authorization, approval, consent, or order of any governmental agency or regulatory authority having jurisdiction over U.S. Bank that has not been obtained by U.S. Bank is required for the authorization, execution, delivery and performance by U.S. Bank of the Indenture.
(v) The execution and delivery by U.S. Bank of the Indenture and the performance of the obligations of U.S. Bank under the Indenture by U.S. Bank, will not contravene the Articles of Association or the Bylaws of U.S. Bank or any law or regulation governing the banking and trust powers of U.S. Bank known to us or any judgment, order or decree known to such counsel and applicable to U.S. Bank of any court, governmental authority or arbitrator of the State of California.
(9) Tax Certificate. The Tax Certificate of the Commission, dated the Closing Date, in form satisfactory to Bond Counsel, relating to the Bonds. (10) California Debt and Investment Advisory Commission Filings .
Copies of the Report of Proposed Debt Issuance and Report of Final Sale required to be delivered to the California Debt and Investment Advisory Commission pursuant to Section 53583 of the Government Code and Section 8855(g) of the Government Code.
(11) Evidence of Ratings for the Bonds. Evidence of ratings from Moody’s Investors Service, Inc. ( “Moody’s”) and S&P Global Ratings (“S&P”), that such rating agencies have assigned their municipal bond ratings of “Aa2” and “AA-,” respectively, to bonds issued under the Master Indenture and secured thereunder on a parity with the Bonds.
(12) Opinion of the City Attorney. An opinion of the City Attorney addressed to the Purchaser , dated the Closing Date, in substantially the form attached hereto as Appendix B.
(13) [Any documents required by the Indenture to be added] (14) Additional Documents. Such legal opinions, additional certificates, instruments and other documents as the Purchaser , Bond Counsel or the City Attorney may reasonably deem necessary to evidence the truth and accuracy as of the time of the Closing of the representations of the Commission and the due performance or satisfaction by the Commission at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the Commission.
If the Commission shall be unable to satisfy the conditions contained in this Purchase Contract, unless waived by the Purchaser, or if the obligations of the Purchaser shall be terminated -11-
for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and the Purchaser and the Commission shall not be under further obligation hereunder, except as further set forth in Section 11 hereof.
Section 10. Reserved.
Section 11. Expenses.
(a) Commission. The Commission shall pay or cause to be paid (but solely from the proceeds of the Bonds and not otherwise) the expenses incident to the performance of the obligations of the Commission hereunder, including but not limited to: (1) the fees and disbursements of the Trustee and counsel to the Trustee in connection with the issuance of the Bonds; (2) the fees and disbursements of Bond Counsel and of PFM Financial Advisors LLC, Municipal Advisors to the Commission, and any other experts or consultants retained by the Commission in connection with the transactions contemplated hereby; and (4) the costs related to obtaining ratings.
(b) Purchaser. The Commission has agreed to pay the Purchaser F ee set forth in Section 1 of this Purchase Contract and has also agreed to pay the expenses incurred or paid for by the Purchaser on behalf of the Commission in connection with the marketing, issuance, and delivery of the Bonds, including, but not limited to, advertising expenses, fees and expenses of Purchaser’s Counsel, CUSIP fees, California Debt and Investment Advisory Commission fees, the fees of Digital Assurance Certification, L.L.C. for continuing disclosure compliance review and expenses incurred by the Purchaser on behalf of the Commission’s employees and representatives which are in connection with this Purchase Contract including, but not limited to, tra nsportation, lodging, and meals.
Section 12. City Contracting Requirements. The Purchaser agrees to comply with the provisions set forth in Appendix A , attached hereto, which are incorporated herein by this reference.
Section 13. Notices. Any notice or other communication to be given under this Purchase Contract to the Commission or to the Purchaser may be given by delivering the same in writing at the addresses set forth below:
If to the Commission:
Public Utilities Commission of the
City and County of San Francisco
525 Golden Gate Avenue, 13th Floor
San Francisco, California 94102
Attention: Assistant General Manager, Business Services/Chief Financial Officer Telephone: (415) 554-3155
Fax: (415) 554-3161
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With a copy to:
City and County of San Francisco
Office of Public Finance
City Hall, Room 338
1 Dr. Carlton B. Goodlett Place
San Francisco, California 94102
Telephone: (415) 554-5956
Fax: (415) 554-4864
If to the Purchaser:
[Barclays Capital] [Barclays Bank PLC]
745 Seventh Avenue
New York, New York 10019
Attention: Jonathan Debrich
Telephone: (212) 528-6027
Section 14. Entire Agreement . This Purchase Contract, when accepted by the Commission, shall constitute the entire agreement between the Commission and the Purchaser and is made solely for the benefit of the Commission and the Purchaser (including the successors or assigns of the Purchaser with the consent of the Commission) and no other person shall acquire or have any right hereunder by virtue hereof. All of the Commission’s representations, covenants and agreements in this Purchase Contract shall remain operative and in full force and effect, regardless of (a) any investigation made by or on behalf of the Purchaser, (b) delivery of and payment for the Bonds hereunder and (c) any termination of this Purchase Contract.
Section 15. Counterparts; Electronic Signatures . This Purchase Contract may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. This Purchase Contract may be signed in counterparts, and upon delivery to the other party of such signed Purchase Contract, which delivery may be by facsimile transmission or electronic form, shall constitute the binding agreement of each party to this Purchase Contract.
Each party agrees that this Purchase Contract may be electronically signed, and that any electronic signatures appearing on this Purchase Contract are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
Section 16. Mutual Reliance on Representations and Warranties . The Commission hereby acknowledges that the Purchaser is relying upon the representations of the Commission set forth herein. The Purchaser hereby acknowledges that the Commission, in executing this Purchase Contract and issuing the Bonds described herein, is relying upon the representations and warranties of the Purchaser set forth herein.
Section 17. Severability. In case any one or more of the provisions contained herein shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, but this Purchase Contract -13-
shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein.
[Section 18. State of California Law Governs . The validity, interpretation and performance of this Purchase Contract shall be governed by the laws of the State of California.
This Purchase Contract shall be enforceable in the State of California, and any action arising out of this Purchase Contract shall be filed with and maintained in the City and County of San Francisco Superior Court, San Francisco, California; provided, that the Commission may waive the requirement of venue.]
Section 19. Limited Liability . The obligations and liabilities of the Commission hereunder are limited obligations of the Commission payable solely from Revenues as defined and set forth in the Indenture. None of the Commissioners, the officers or employees of the Commission, or any person executing this Purchase Contract shall be liable personally for the obligations of the Commission hereunder or be subject to any personal liability or accountability by reason of the execution hereof. Neither of the faith and credit nor the taxing power of the State or any political subdivision thereof, including the City, is pledged to the obligations of the Commission hereunder.
Section 20. No Fiduciary or Advisory Role; Arm’s Length Transaction. The Purchaser and the Commission acknowledge and agree that (i) the purchase and sale of the Bonds pursuant to this Purchase Contract is an arm’s-length commercial transaction between Commission, on the one hand, and the Purchaser , on the other hand, (ii) in connection with such transaction, the Purchaser is acting solely as a principal and not as a municipal advisor, a financial advisor, or a fiduciary of the Commission, and may have financial and other interests that differ from those of the Commission, (iii) the Purchaser has not assumed a fiduciary responsibility in favor of the Commission with respect to the offering of the Bonds or the discussions, undertakings and procedures leading thereto (whether or not the Purchaser , or any affiliate of the Purchaser , has provided or is currently providing services or advice to Commission on other matters), (iv) the only obligations the Purchaser has to the Commission with respect to the transaction contemplated hereby expressly are set forth in this Purchase Contract, and (v) the Commission and the Purchaser have consulted with their respective legal, financial and other advisors to the extent they deemed appropriate in connection with the sale of the Bonds. The Purchaser is not acting as a Municipal Advisor to the Commission (as defined in Section 15B of the Exchange Act of 1934, as amended) in connection with the matters contemplated by this Purchase Contract. -14-
Very truly yours,
[BARCLAYS CAPITAL INC.] [BARCLAYS
BANK PLC]
By: ___________________________________
Name: Jonathan Debrich
Title:
[Signature Page to Power Revenue Bonds 2026 Series A
Bond Purchase Contract]
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Accepted as of the date first stated above:
PUBLIC UTILITIES COMMISSION OF THE
CITY AND COUNTY OF SAN FRANCISCO
By:_________________________________
Name: Dennis J. Herrera
Title: General Manager
[Signature Page to Power Revenue Bonds 2026 Series A
Bond Purchase Contract]
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Approved as to Form:
DAVID CHIU
City Attorney
By:_________________________________
Katherine T. Ortega, Deputy City Attorney
[Signature Page to Power Revenue Bonds 2026 Series A
Bond Purchase Contract]
S-I-1
SCHEDULE I
TO THE PURCHASE CONTRACT
MATURITY SCHEDULE
$[PAR B]
2026 SERIES A
[(______)]
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APPENDIX A
CITY CONTRACTING PROVISIONS
[UNDER REVIEW BY BARCLAYS]
The Purchaser shall comply with the following provisions of this Purchase Contract as if set forth in the text thereof. Capitalized terms used but not defined in this exhibit shall have the meanings given in the Purchase Contract.
1. Nondiscrimination; Penalties.
(a) Nondiscrimination in Contracts. The Purchaser shall comply with the provisions of Chapters 12B and 12C of the San Francisco Administrative Code. The Purchaser shall incorporate by reference in any subcontracts the provisions of Sections 12B.2(a), 12B.2(c)- (k), and 12C.3 of the San Francisco Administrative Code and shall require any subcontractors to comply with such provisions. The Purchaser is subject to the enforcement and penalty provisions in Chapters 12B and 12C.
(b) Nondiscrimination in the Provision of Employee Benefits. San Francisco Administrative Code 12B.2. The Purchaser does not as of the date of this Purchase Contract, and will not during the term of this Purchase Contract, in any of its operations in San Francisco, on real property owned by San Francisco, or where work is being performed for the City elsewhere in the United States, discriminate in the provision of employee benefits between employees with domestic partners and employees with spouses and/or betwe en the domestic partners and spouses of such employees, subject to the conditions set forth in San Francisco Administrative Code Section 12B.2.
(c) Condition to Contract . As a condition to the Purchase Contract, t he Purchaser shall execute the “Chapter 12B Declaration: Nondiscrimination in Contracts and Benefits” form (form HRC-12B-101) with supporting documentation and secure the approval of the form by the San Francisco Human Rights Commission.
2. MacBride Principles —Northern Ireland. The provisions of San Francisco Administrative Code §12F are incorporated by this reference and made part of this Purchase Contract. By entering into this Purchase Contract, t he Purchaser confirms that it has read and understood that the City urges companies doing business in Northern Ireland to resolve employment inequities and to abide by the MacBride Principles, and urges San Francisco companies to do business with corporations that abide by the MacBride Principles.
3. Tropical Hardwood and Virgin Redwood Ban. Under San Francisco Environment Code Section 804(b), the City urges the Purchaser not to import, purchase, obtain, or use for any purpose, any tropical hardwood, tropical hardwood wood product, virgin redwood or virgin redwood wood product.
4. Alcohol and Drug-Free Workplace. The City reserves the right to deny access to,
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or require the Purchaser to remove from, City facilities personnel of the Purchaser who the City has reasonable grounds to believe has engaged in alcohol abuse or illegal drug activity which in any way impairs the City’s ability to maintain safe work facilities or to protect the health and well-being of City employees and the general public. The City shall have the right of final approval for the entry or re -entry of any such person previously denied access to, or removed from, City facilities. Illegal drug activity means possessing, furnishing, selling, offering, purchasing, using or being under the influence of illegal drugs or other controlled substances for which the individual lacks a valid prescription. Alcohol abuse means possessing, furnishing, selling, offering, or using alcoholic beverages, or being under the influence of alcohol.
5. Compliance with Americans with Disabilities Act. The Purchaser shall provide the services specified in the Purchase Contract in a manner that complies with the Americans with Disabilities Act (ADA), including but not limited to Title II’s program access requirements, and all other applicable federal, state and local disability rights legislation.
6. Sunshine Ordinance. The Purchaser acknowledges that this Purchase Contract and all records related to its formation, the Purchaser’s performance of services provided under the Purchase Contract, and the City’s payment are subject to the California Public Records Act, (California Government Code §6250 et. seq.), and the San Francisco Sunshine Ordinance, (San Francisco Administrative Code Chapter 67). Such records are subject to public inspection and copying unless exempt from disclosure under federal, state or local law.
7. Limitations on Contributions. By executing this Purchase Contract, the Purchaser acknowledges its obligations under section 1.126 of the City’s Campaign and Governmental Conduct Code, which prohibits any person who contracts with, or is seeking a contract with, any department of the City for the rendition of personal services, for the furnishing of any material, supplies or equipment, for the sale or lease of any land or building for a grant, loan or loan guarantee, or for a development agreement, from making any campaign contribution to (1) a City elected 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 serves, (2) a candidate for that City elective office held by such individual, or (3) a committee controlled by such elected official or a candidate for that office, at any time from the submission or a proposal for the contract until the later of either the termination of negotiations for such contract or twelve months after the date the City approves the contract. The prohibition on contributions applies to each prospective party to the contract; each member of the Purchaser ’s board of directors; the Purchaser’s chairperson, chief executive officer, chief financial officer and chief operating officer; any person with an ownership interest of more than 10 percent in the Purchaser ; any subcontractor listed in the bid or contract; and any committee that is sponsored or controlled by the Purchaser. The Purchaser certifies that it has informed each such person of the limitation on contributions imposed by Section 1.126 by the time it submitted a proposal for such contract and has provided the names of the persons required to be informed to the City department with whom it is contracting.
8. Requiring Minimum Compensation for Covered Employees. The Purchaser shall pay covered employees no less than the minimum compensation required by San Francisco Administrative Code Chapter 12P. The Purchaser is subject to the enforcement and penalty
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provisions in Chapter 12P. By entering into this Purchase Contract, the Purchaser certifies that it is in compliance with Chapter 12P.
9. Requiring Health Benefits for Covered Employees. The Purchaser shall comply with San Francisco Administrative Code Chapter 12Q. The Purchaser shall choose and perform one of the Health Care Accountability options set forth in San Francisco Administrative Code Chapter 12Q.3. The Purchaser is subject to the enforcement and penalty provisions in Chapter 12Q.
10. Prohibition on Political Activity with City Funds . In performing the services provided under the Purchase Contract, the Purchaser shall comply with San Francisco Administrative Code Chapter 12G, which prohibits funds appropriated by the City for this Purchase Contract from being expended to participate in, support, or attempt to influence any political campaign for a candidate or for a ballot measure. The Purchaser is subject to the enforcement and penalty provisions in Chapter 12G.
11. Nondisclosure of Private, Proprietary or Confidential Information. If this Purchase Contract requires the City to disclose “Private Information” to the Purchaser within the meaning of San Francisco Administrative Code Chapter 12M, the Purchaser shall use such information consistent with the restrictions stated in Chapter 12M and in this Purchase Contract and only as necessary in performing the services provided under the Purchase Contract. The Purchaser is subject to the enforcement and penalty provisions in Chapter 12M.
12. In the performance of services provided under the Purchase Contract, the Purchaser may have access to the City’s proprietary or confidential information, the disclosure of which to third parties may damage the City. If the City discloses proprietary or confidential information to the Purchaser, such information must be held by the Purchaser in confidence and used only in performing the Purchase Contract. The Purchaser shall exercise the same standard of care to protect such information as a reasonably prude nt contractor would use to protect its own proprietary or confidential information.
13. Consideration of Criminal History in Hiring and Employment Decisions . The Purchaser agrees to comply fully with and be bound by all of the provisions of Chapter 12T, “City Contractor/Subcontractor Consideration of Criminal History in Hiring and Employment Decisions,” of the San Francisco Administrative Code (“Chapter 12T”), including the remedies provided, and implementing regulations, as may be amended from time to time. The provisions of Chapter 12T are incorporated by reference and made a part of this Purchase Contract. The text of Chapter 12T is available on the web at http://sfgov.org/olse/fco. A partial listing of some of the Purchaser’s obligations under Chapter 12T is set forth in this Section. The Purchaser is required to comply with all of the applicable provisions of Chapter 12T, irrespective of the listing of obligations in this Section. Capitalized terms used in this Section and not defined in this Purchase Contract shall have the meanings assigned to such terms in Chapter 12T.
The requirements of Chapter 12T shall only apply to the Purchaser ’s operations to the extent those operations are in furtherance of the performance of this Purchase Contract, shall apply only to applicants and employees who would be or are performing work in furtherance
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of this Purchase Contract, and shall apply when the physical location of the employment or prospective employment of an individual is wholly or substantially within the City of San Francisco. Chapter 12T shall not apply when the application in a particular context would conflict with federal or state law or with a requirement of a government agency implementing federal or state law.
14. Submitting False Claims; Monetary Penalties . The full text of San Francisco Administrative Code §§ 21.35, including the enforcement and penalty provisions, is incorporated into this Purchase Contract. Under San Francisco Administrative Code §21.35, any contractor, subcontractor or consultant who submits a false claim shall be liable to the City for the statutory penalties set forth in that section. A contractor, subcontractor or consultant will be deemed to have submitted a false claim to the City if the contractor, subcontractor or consultant:
(a) knowingly presents or causes to be presented to an officer or employee of the City a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the City; (c) conspires to defraud the City by getting a false claim allowed or paid by the City; (d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to pay or transmit money or property to the City; or (e) is a beneficiary of an inadvertent submission of a false claim to the City, subsequently discovers the falsity of the claim, and fails to disclose the false claim to the City within a reasonable time after discovery of the false claim.
15. Conflict of Interest. By entering into the Purchase Contract, the Purchaser 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 Governmental Conduct Code; Title 9, Chapter 7 of the California Government Code (Section 87100 et seq.), or Title 1, Division 4, Chapter 1, Article 4 of the California Government Code (Section 1090 et seq.), and further agrees promptly to notify the City if it becomes aware of any such fact during the term of this Purchase Contract.
16. Assignment. The services provided under the Purchase Contract to be performed by the Purchaser are personal in character and neither this Purchase Contract nor any duties or obligations may be assigned or delegated by the Purchaser unless first approved by the City by written instrument executed and approved in the same manner as this Purchase Contract. Any purported assignment made in violation of this provision shall be null and void.
17. Food Service Waste Reduction Requirements. The Purchaser shall comply with the Food Service Waste Reduction Ordinance, as set forth in San Francisco Environment Code Chapter 16, including but not limited to the provided remedies for noncompliance.
18. Cooperative Drafting. This Purchase Contract has been drafted through a cooperative effort of the City and the Purchaser, and all parties have had an opportunity to have the Purchase Contract reviewed and revised by legal counsel. No party shall be considered the drafter of this Purchase Contract, and no presumption or rule that an ambiguity shall be construed against the party drafting the clause shall apply to the interpretation or enforcement of this Purchase Contract.
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19. Sugar-Sweetened Beverage Prohibition. The Purchaser agrees that it will not sell, provide, or otherwise distribute Sugar -Sweetened Beverages, as defined by San Francisco Administrative Code Chapter 101, as part of its performance of this Purchase Contract.
20. First Source Hiring Program . The Purchaser must comply with all of the provisions of the First Source Hiring Program, Chapter 83 of the San Francisco Administrative Code, that apply to this Purchase Contract, and the Purchaser is subject to the enforcement and penalty provisions in Chapter 83.
21. Laws Incorporated by Reference. The full text of the laws listed in this Exhibit A, including enforcement and penalty provisions, are incorporated into this Purchase Contract by reference. The full text of the San Francisco Municipal Code provisions incorporated by reference in this Exhibit A are available at www.sfgov.org under “Open Gov.”
22. Prevailing Wages . Services to be performed by the Purchaser under this Agreement may involve the performance of trade work covered by the provisions of Section 6.22(e) of the Administrative Code or Section 21C (collectively, “Covered Services”).
The provisions of Section 6.22(e) and 21C of the Administrative Code are incorporated as provisions of this Agreement as if fully set forth herein and will apply to any C overed Services performed by the Purchaser.
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APPENDIX B
FORM OF CITY ATTORNEY OPINION
[TO BE UPDATED]
[Closing Date]
Public Utilities Commission
of the City and County of San Francisco
San Francisco, California
Board of Supervisors
of the City and County of San Francisco
San Francisco, California
RE: $[Par Amount]
Public Utilities Commission of the City and County of San Francisco Power Revenue Bonds, 2026 Series A
Ladies and Gentlemen:
This office has acted as counsel to the Public Utilities Commission of the City and County of San Francisco (“Commission”) with respect to the issuance of its $[ Par Amount] aggregate principal amount of Power Revenue Bonds 2026 Series A (the “Bonds”). The Bonds are being issued pursuant to the Constitution and the laws of the State of California, the Charter of the City and County of San Francisco (“City”), and a Fourth Supplemental Indenture, dated as of [_____ 1, 2026] (the “Fourth Supplemental Indenture”) and a Fifth Supplemental Indenture, dated as of [_____ 1, 2026] (the “Fifth Supplemental Indenture”), each between the Commission and U.S.
Bank Trust Company, National Association, as successor trustee (“Trustee”), supplementing the Indenture, dated as of May 1, 2015, between the Commission and the Trustee, as successor trustee, as amended and supplemented to date (collectively, the “Indenture”). All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Indenture.
In connection therewith, the undersigned has examined such documents, certificates and instruments as the undersigned deemed necessary for the purposes of this opinion, including, but not limited to, the Indenture, the Purchase Contract, dated [BPA Date] (the “Purchase Contract”), by and between the Commission and Barclays Bank PLC , as the Purchaser named therein, the Continuing Disclosure Certificate of the Commission, as executed and delivered on the date of delivery of the Bonds (“Continuing Disclosure C ertificate”), Resolution No. 25- 0084 of the Commission adopted on [________, 2025], Resolution No. 25-0086 of the Commission adopted on [________, 2025] (“Commission Resolutions”) and Ordinance No. 174- 20, of the Board of Supervisors of the City (the “Board of Supervisors”) , finally passed on September 29, 2020, Ordinance No. 112-22, finally passed by the Board of Supervisors on June 14, 2022, Ordinance No. 180-23, finally passed by the Board on July 25, 2023, and Ordinance No. 131-24 finally passed by the Board on June 18, 2024 (collectively, the “City Ordinances”). Each of the City Ordinances was passed by a two-thirds vote of the Board as required by Proposition E.
In reviewing the documents and matters referred to above, the undersigned has not undertaken to verify independently and has assumed the accuracy of the factual matters
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represented, warranted or certified therein. The undersigned has examined the Charter of the City.
The opinions expressed herein are based on an analysis of existing laws, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities. Such opinions may be affected by actions taken or omitted or events occurring after the date hereof. We have not undertaken to determine, or to inform any person, whether any such actions are taken or omitted or events do occ ur or any other matters come to our attention after the date hereof. We disclaim any obligation to update this opinion. We have assumed the genuineness of all documents and signatures presented to us (whether as originals or as copies) and the due and le gal execution and delivery thereof by, and validity against, any parties other than the Commission. In addition, we call attention to the fact that the rights and obligations under the Indenture and the Bonds and their enforceability may be subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against cities and counties in the State of California. We express no opinion with respect to any indemnification, contribution, penalty, choice of law, choice of forum, choice of venue, waiver or severability provisions contained in the foregoing documents.
Based upon and subject to the foregoing, the undersigned is of the opinion that:
1. The Commission is duly organized and validly existing as a commission of the City under and pursuant to the Charter of the City.
2. The Commission Resolutions and the City Ordinance were duly passed at meetings of the Commission and the Board of Supervisors, respectively. The meetings were called and held pursuant to law, with all public notice required by law and at which a quorum was present and acting throughout. The Commission Resolutions and the City Ordinance s are in full force and effect, as of the date hereof, and have not been modified, amended or rescinded since its approval date.
3. To the best of the undersigned’s knowledge, no action, suit, proceeding, inquiry or investigation, at law or in equity before or by any court, governmental agency, public board or body, is pending or threatened against the Commission to restrain or enjoin the issuance of the Bonds, or in any way contesting the validity of the Indenture, Continuing Disclosure Certi ficate, the Purchase Contract, the City Resolutions or the City Ordinances.
4. There is no litigation pending, with service of process having been accomplished, questioning the existence of the City or the Commission, or contesting the power of the Commission to fix water rates and charges, or in any way contesting or affecting (i) the proceedings under which the Bonds are to be issued, (ii) the validity of the Bonds or the validity of the Indenture, (iii) the pledge of Revenues by the Commission under the Indenture or (iv) the title to the office of the present members of the Boar d of Supervisors or the Commission; nor are there suits or claims against the City or the Commission which would materially impair the ability of the Commission to pay principal or interest on the Bonds when due.
5. The Indenture, Continuing Disclosure Certificate and the Purchase Contract have been duly authorized, executed and delivered by the Commission, and constitute valid and binding agreements of the Commission enforceable in accordance with their respective terms.
6. To the best of the undersigned’s knowledge, neither the execution nor the delivery by the Commission of the Indenture, the Continuing Disclosure Certificate or the Purchase Contract, the adoption of the Commission Resolutions, or the compliance by the Commission with such documents or authorizations, conflicts with or constitutes a material breach of, or default under, any applicable law or administrative regulation of the State or the United States, or any
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other statute or administrative rule or regulation, judgment, decree, order, license, permit, agreement or instrument to which the Commission is subject, which breach, default or conflict would have a material adverse effect on the ability of the Commission to pay the Bonds or perform its obligations under the Indenture, the Continuing Disclosure Certificate or the Purchase Contract.
This letter is furnished for the benefit of the above -addressed parties, and is not intended to, and shall not, be relied upon by anyone other than the above -addressees. This letter shall not be circulated, quoted or otherwise referred to or relied upon for any other purpose or by any other person. The City Attorney does not undertake any obligation to update this letter. Other than the Commission and the City, no attorney-client relationship has existed or exists between this office and any other party.
Very truly yours,
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APPENDIX C
ISSUE PRICE CERTIFICATE
The undersigned, on behalf [Barclays Bank PLC] (the “Purchaser”) to the extent set forth herein, hereby certifies as set forth below with respect to the sale and issuance of the Public Utilities Commission of the City and County of San Francisco, Power Revenue Bonds, 2026 Series A (the “Bonds”).
1. Purchase of the Bonds. On the date of this Certificate, the Purchaser is purchasing each maturity of the Bonds at the respective prices listed in Schedule A. The Purchaser is not acting as an Underwriter with respect to the Bonds. The Purchaser has no present intention to sell, reoffer, or otherwise dispose of the Bonds (or any portion of the Bonds or any interest in the Bonds) other than a sale or transfer to (A) an affiliate or other party related to the Purchaser or (B) a funding entity or other special purpose arrangement established by the Purchaser or an affiliate of the Purchaser such as a tender option bond trust (or similar securitization vehicle); provided, however, that Purchaser has the right to transfer, sell, or otherwise dispose of the Bonds or any part thereof at some future time and from time to time at its sole discretion. The Purchaser has not contracted with any person pursuant to a written agreement to have such person participate in the initial sale of the Bonds and the Purchaser has not agreed with the Issuer pursuant to a written agreement to sell the Bonds to persons other than Barclays or a related party to the Purchaser.
2. Defined Terms.
Issuer means the Public Utilities Commission of the City and County of San Francisco.
Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term “related party” for purposes of this certificate means any two or more persons who have greater than 50 percent common ownership, directly or indirectly.
Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail or other third- party distribution agreement participating in the initial sale of the Bonds to the Public).
The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents the Purchaser’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate with respect to the Bonds and with respect to compliance with the federal income tax rules affecting the Bonds, and by Norton Rose Fulbright US LLP, in connection with rendering their respective opinions that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation
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of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds.
The undersigned is authorized to execute this certificate on behalf of Barclays , which certifications are not necessarily based on personal knowledge, but may instead be based on either inquiry deemed adequate by the undersigned or institutional knowledge (or both) regarding the matters set forth herein.
[BARCLAYS BANK PLC]
By: __________________________________
Name:
Title:
Dated: [Closing Date]
SCHEDULE A
SALE PRICES OF THE BONDS
Stradling – Draft of 12/30/25
4923-5974-9492v3/200617-0012
FOURTH SUPPLEMENTAL TRUST INDENTURE
By and Between
PUBLIC UTILITIES COMMISSION OF
THE CITY AND COUNTY OF SAN FRANCISCO
and
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee
Dated as of __________ 1, 2026
Relating to
PUBLIC UTILITIES COMMISSION OF
THE CITY AND COUNTY OF SAN FRANCISCO
POWER REVENUE BONDS,
2026 REFUNDING SERIES A
i
4923-5974-9492v3/200617-0012
TABLE OF CONTENTS
Page
ARTICLE I
FOURTH SUPPLEMENT; DEFINITIONS
Section 1.01 Fourth Supplement ..................................................................................................... 3 Section 1.02 Definitions ................................................................................................................. 3 Section 1.03 Requirements of the Master Indenture ...................................................................... 4
ARTICLE II
AUTHORIZATION AND TERMS OF THE 2026A BONDS
Section 2.01 Authorization of the 2026A Bonds ............................................................................ 4 Section 2.02 Authentication of the 2026A Bonds .......................................................................... 5 Section 2.03 Terms of the 2026A Bonds ........................................................................................ 5 Section 2.04 Form of 2026A Bonds ............................................................................................... 6
ARTICLE III
REDEMPTION PROVISIONS
Section 3.01 Optional Redemption ................................................................................................. 6 Section 3.02 Mandatory Sinking Fund Redemption ....................................................................... 6
ARTICLE IV
APPLICATION OF PROCEEDS OF 2026A BONDS; FUNDS AND ACCOUNTS Section 4.01 Application of the Proceeds of the 2026A Bonds...................................................... 7 Section 4.02 2026A Proceeds Fund ................................................................................................ 7 Section 4.03 2026A Costs of Issuance Account ............................................................................. 7 Section 4.04 No Reserve Account .................................................................................................. 7
ARTICLE V
MISCELLANEOUS
Section 5.01 2026A Bonds Subject to the Master Indenture .......................................................... 7 Section 5.02 Covenant to Defease or Retire Bonds Upon Acquisition of PG&E Assets ............... 8 Section 5.03 Tax Covenant ............................................................................................................. 8 Section 5.04 Continuing Disclosure ............................................................................................... 8 Section 5.05 Rating ......................................................................................................................... 8 Section 5.06 No Priority R&R Fund Deposits ................................................................................ 8 Section 5.07 Execution in Counterparts ......................................................................................... 8 Section 5.08 Effective Date of Fourth Supplement ........................................................................ 8
EXHIBIT A FORM OF 2026A BONDS .................................................................................... A-1 EXHIBIT B CITY CONTRACTING PROVISIONS ................................................................ B-1
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FOURTH SUPPLEMENTAL TRUST INDENTURE
This FOURTH SUPPLEMENTAL TRUST INDENTURE, dated as of _______ 1, 2026 (this “Fourth Supplement”), by and between THE CITY AND COUNTY OF SAN FRANCISCO (the “City”), acting by and through its PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO (the “SFPUC”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, as Trustee, which is authorized by law to exercise trust powers, and its successors in trust and assigns (the “Trustee”), is supplemental to the Trust Indenture, dated as of May 1, 2015 (the “Master Indenture”), between the SFPUC and the Trustee, as previously amended and supplemented.
RECITALS
WHEREAS, pursuant to Section 4.112 and Article 8B of the Charter of the City (the “Charter”), the SFPUC has exclusive charge of the construction, management, supervision, maintenance, extension, operation, use and control of all water and energy supplies and utilities of the City under the SFPUC’s jurisdiction, including the power utility; and WHEREAS, pursuant to Section 9.107(6) of the Charter, the Board of Supervisors of the City (the “Board”) is authorized to provide for the issuance of revenue bonds, without voter approval, issued for the purpose of the reconstruction or replacement of existing electric power facilities or combinations of water and electric power facilities under the jurisdiction of the SFPUC when authorized by resolution adopted by a three-fourths majority of all of the members of the Board; and WHEREAS, pursuant to Section 9.107(8) of the Charter, the Board is authorized to provide for the issuance of revenue bonds, without voter approval, issued to finance or refinance the acquisition, construction, installation, equipping, improvement or rehabilitation of equipment or facilities for renewable energy and energy conservation; and WHEREAS, pursuant to Article VIIIB of the Charter, as amended by Proposition A approved by the voters of the City at an election held on June 5, 2018 (“Article VIIIB”), the Commission is authorized to issue revenue bonds (including notes, commercial paper or other forms of indebtedness), for the purpose of reconstructing, replacing, expanding, repairing or improving power facilities under the jurisdiction of the SFPUC or for any other lawful purpose of the power utility of the City in furtherance of the purposes specified in Charter Section 8B.124, provided that the SFPUC is prohibited form financing the construction of power plants that generate electricity using fossil fuels or nuclear energy under Article VIIB, when authorized by ordinance approved by a two-thirds vote of the Board; and
WHEREAS, the Board, by its Ordinance No. 40-15, passed on March 24, 2015 and signed by the Mayor on April 2, 2015, established procedures for the issuance by the SFPUC of revenue bonds for its power utility (the “ Power Enterprise” as defined therein) (including revenue bonds issued to refund any outstanding bonds issued pursuant to such procedures) as set forth in Article XIV of Chapter 43 of the San Francisco Administrative Code (the “Power Enterprise Revenue Bond Law”) and addressed certain other matters in connection therewith, including the establishment, maintenance and collection by the SFPUC and the City of rates of the Power Enterprise sufficient to pay amounts due from revenues of the Power Enterprise and to provide adequate debt service coverage as required by the Trust Indenture; and
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WHEREAS, the Board, by Ordinance No. 41-15, passed on March 24, 2015, and signed by the Mayor on April 2, 2015 (in supplement to Ordinance No. 106-14, passed on June 24, 2014 and signed by the Mayor on July 2, 2014), authorized the issuance and sale of SFPUC power revenue bonds in an aggregate principal amount not to exceed $48,000,000 to finance various capital projects for the Power Enterprise pursuant to Charter Sections 9.107(6) and 9.107(8), and in accordance with the Power Enterprise Revenue Bond Law; and
WHEREAS, pursuant to Commission Resolution No. 14-0197 adopted by the Commission on December 9, 2014, as supplemented by Commission Resolution No. 15-0101 adopted by the Commission on April 28, 2015, and under the authority granted by the Charter and the above - referenced ordinances of the Board, on May 20, 2015, the SFPUC issued its issued its $32,025,000 aggregate principal amount of Public Utilities Commission of the City and County of San Francisco Power Revenue Bonds, 2015 Series A (Green Bonds) (the “2015A Bonds”) and its $7,530,000 aggregate principal amount of Power Revenue Bonds, 2015 Series A under the Master Indenture, as supplemented and amended by the First Supplemental Trust Indenture, dated as of May 1, 2015, by and between the SFPUC and the Trustee; and
WHEREAS, pursuant to Section 9.109 of the Charter, the Board is authorized to provide for the issuance of revenue refunding bonds, without voter approval, which are expected to result in net debt service savings to the City on a present value basis, calculated as provided by ordinance; and WHEREAS, Pursuant to Charter Section 9.109 and an Ordinance No. 126-24, adopted by the Board on June 11, 2024, and signed by the Mayor on June 21, 2024 (the “Refunding Ordinance”), the Commission is authorized to issue refunding power revenue bonds without limitation as to principal amount, so long as such refunding bonds comply with, among other things, the condition that the refunding results in at least 3% net present value debt service savings or the Commission makes certain findings that justify the waiver of such savings requirement and/or other conditions; and WHEREAS, pursuant to Sectio n 43.14.6 of the Power Enterprise Revenue Bond Law, the SFPUC may by resolution authorize the issuance of power revenue bonds to refund any outstanding power revenue bonds (“Refunding Bonds”), without the need for additional Board approval, provided that (a) such refunding is expected to result in net debt service savings to the City on a present value basis of at least 3% calculated as provided in Article VI of Chapter 43 of the San Francisco Administrative Code (enacted by Ordinance 12-00, adopted by the Board on January 31, 2000, and signed by the Mayor on February 11, 2000), and (b) such refunding bonds are issued pursuant to an existing trust indenture upon satisfaction of the requirements set forth therein; and WHEREAS, the Master Indenture provides that the SFPUC may issue a Series of Refunding Bonds from time to time as authorized by a Supplemental Trust Indenture; and WHEREAS, the SFPUC deems it necessary and desirable and in the public interest to issue a Series of Refunding Bonds (the “2026A Bonds”), payable from and secured by the Revenues of the Power Enterprise, after the payment of Operating and Maintenance Expenses and Priority R&R Fund deposits, if any, under and in accordance with the Charter, including Section 9.109 thereof, and the Power Enterprise Revenue Bond Law, as applicable, and pursuant to the terms and conditions set forth herein, for the purpose of refunding [all][a portion of] the outstanding 2015A Bonds; and 3 4923-5974-9492v3/200617-0012
WHEREAS, on ________, 2026, the Commission passed its Resolution No. 26-____, approving, among other things, the issuance of the 2026A Bonds and the execution and delivery of this Fourth Supplement; and
WHEREAS, all acts and proceedings required by law necessary to make the 2026A Bonds, when executed by the SFPUC, authenticated and delivered by the Trustee and duly issued, the valid, binding and legal limited obligations of the SFPUC, and to constitute this Fourth Supplement a valid and binding agreement for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery of the Fourth Supplement have been in all respects duly authorized;
NOW, THEREFORE, in order to secure the payment of the principal of, Redemption Price, if any, and interest on, the 2026A Bonds at any time issued and Outstanding under the Trust Indenture and this Fourth Supplement, according to their tenor, and to secure the performance and observance of all the covenants and conditions therein and herein set forth, and to declare the terms and conditions upon and subject to which the 2026A Bonds are to be issued and received, and in consideration of the premises and of the mutual covenants herein contained and of the purchase and acceptance of the 2026A Bonds by the Owners thereof, and for other valuable consideration, the receipt of which is hereby acknowledged, the SFPUC does hereby covenant and agree with the Trustee, for the benefit of the Owners from time to time of the 2026A Bonds, as follows:
ARTICLE I
FOURTH SUPPLEMENT; DEFINITIONS
Section 1.01 Fourth Supplement. This Fourth Supplemental Trust Indenture is executed and delivered in accordance with and is subject to the terms and provisions of the Master Indenture.
Section 1.02 Definitions. Unless the context otherwise requires, all terms used and not otherwise defined herein, including the Recitals, shall have the meanings set forth in the Master Indenture. In addition, unless the context otherwise requires, the following terms shall have the following meanings in this Fourth Supplement:
“Authorized Denominations” means, with respect to the 2026A Bonds, $5,000 and any integral multiple thereof.
“Fourth Supplement” means this Fourth Supplemental Trust Indenture, dated as of ________ 1, 2026, by and between the SFPUC and the Trustee, and any amendments, modifications or supplements hereto.
“Interest Payment Date” means the date or dates specified herein. “Master Indenture ” means the Master Indenture by and between the SFPUC and the Trustee, dated as of May 1, 2015, and any amendments, modifications or supplements thereto. “Purchaser” [and “ Affiliate of the Purchaser ”] mean, [respectively,] with respect to the 2026A Bonds, [Barclays Bank PLC][Barclays Capital Inc.], as purchaser of the 2026A Bonds, and [any person, firm, joint venture, association, partnership, business, trust, corporation, limited liability 4 4923-5974-9492v3/200617-0012
company, or similar entity that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with, Barclays Capital Inc.] “Record Date” means the fifteenth day of the calendar month before each Interest Payment Date.
“Refunded 2015A Bonds ” means the [$32,025,000] outstanding principal amount of the 2015A Bonds to be refunded by the 2026A Bonds.
“Reserve Requirement” means with respect to the 2026A Bonds, $0. “2026A Bond Fund” means the Bond Fund for the 2026A Bonds created pursuant to Section
5.6(a) of the Master Indenture.
“2026A Bond Retirement Account ” means the Bond Retirement Account created in the 2026A Bond Fund for the 2026A Bonds pursuant to Section 5.6(d) of the Master Indenture. “2026A Bonds” means the Public Utilities Commission of the City and County of San Francisco Power Revenue Bonds, 2026 Refunding Series A issued pursuant to this Fourth Supplement.
“2026A Continuing Disclosure Certificate ” means the Continuing Disclosure Certificate, dated the date of initial issuance of the 2026A Bonds, executed and delivered by the SFPUC, as it may be supplemented and amended in accordance with its terms. “2026A Costs of Issuance Account ” means the account of that name created pursuant to Section 4.03 of this Fourth Supplement.
“2026A Proceeds Fund” means the fund of that name created pursuant to Section 4.02 of this Fourth Supplement.
“2026A Tax Certificate” means the Tax Certificate delivered by the SFPUC at the time of the issuance and delivery of the 2026A Bonds, as the same may be amended or supplemented in accordance with its terms.
Section 1.03 Requirements of the Master Indenture . Upon the issuance and delivery of the 2026A Bonds, the SFPUC will be in compliance with the requirements set forth in Article III of the Master Indenture with respect to issuing Refunding Bonds.
ARTICLE II
AUTHORIZATION AND TERMS OF THE 2026A BONDS
Section 2.01 Authorization of the 2026A Bonds. There is hereby created a Series of Bonds issued pursuant to the Charter and under the Master Indenture, which Bonds will be designated as “Public Utilities Commission of the City and County of San Francisco Power Revenue Bonds, 2026 Refunding Series A” and issued in the aggregate principal amount of $____________ .
The 2026A Bonds shall be issued for the purposes of providing moneys, together with certain other funds to be made available upon the delivery thereof, to refund the Refunded 2015A Bonds, and to pay certain expenses related to the issuance of the 2026A Bonds. 5 4923-5974-9492v3/200617-0012
Section 2.02 Authentication of the 2026A Bonds. The 2026A Bonds shall be issued as hereinafter provided. The Registrar shall authenticate and deliver the 2026A Bonds upon receipt of all of the items set forth in Section 3.3 of the Master Indenture.
Section 2.03 Terms of the 2026A Bonds.
(a) General. The 2026A Bonds shall be issued in fully registered form in Authorized Denominations. The 2026A Bonds shall be dated the date of delivery, shall mature on the dates and in the principal amounts, and bear interest, payable on May 1 and November 1 of each year commencing on _________ 1, 20__, at the per annum rates as follows:
2026A BONDS
Maturity Date
(November 1) Principal Amount Interest Rate
The 2026A Bonds shall be Current Interest Bonds. Interest shall be computed on the basis of a 360-day year consisting of twelve (12) 30-day months. The 2026A Bonds shall bear interest until the principal sum thereof has been paid; provided, however, that if at the maturity date of the 2026A Bonds, funds are available for the payment thereof in full in accordance with the terms of Article XI of the Master Indenture, such 2026A Bonds shall then cease to bear interest. (b) Method of Payment . The Principal and Redemption Price of the 2026A Bonds will be payable to the Owner thereof at the corporate office of the Trustee. Interest on the 2026A Bonds will be payable by the Trustee on each Interest Payment Date by check mailed to each Owner as of the Record Date, at the most recent address shown on the Bond Register; provided, however, that payment of interest to each Owner of record who owns $1,000,000 or more in aggregate principal amount of the 2026A Bonds may be made to such Owner by wire transfer to such wire address within the United States as that Owner may request in writing prior to the Record Date. The Trustee shall pay Principal of and interest on the 2026A Bonds only to or upon the order of the respective Owners, as shown in the Bond Register, or their respective attorneys, duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the obligations hereunder 6 4923-5974-9492v3/200617-0012
with respect to the payment of Principal of and interest on the 2026A Bonds to the extent of the sum or sums so paid.
Section 2.04 Form of 2026A Bonds. The 2026A Bonds shall be issued in substantially the form set forth in Exhibit A hereto. CUSIP identification numbers shall be printed on the 2026A Bonds, but such numbers shall not be deemed to be a part of the 2026A Bonds or a part of the contract evidenced thereby and no liability shall attach to the SFPUC or its officers, employees or agents because or on account of such CUSIP identification numbers.
ARTICLE III
REDEMPTION PROVISIONS
Section 3.01 Optional Redemption . The 2026A Bonds maturing on and after November 1, 20__ are subject to redemption prior to their respective stated maturity dates, at the option of the SFPUC, from any source of available funds, as a whole or in part, in Authorized Denominations, on any date on or after November 1, 20__, at a Redemption Price equal to 100% of the principal amount of the 2026A Bonds called for redemption, together with accrued interest to the date fixed for redemption, without premium.
Any optional redemption pursuant to this Section 3.01, if so designated by the SFPUC, may be a Conditional Redemption as provided in the Master Indenture.
The manner of selection of 2026A Bonds for redemption and the provision of notice of redemption of 2026A shall be as provided in the Master Indenture.
Section 3.02 Mandatory Sinking Fund Redemption. The 2026A Bonds maturing on November 1, 20___, are further subject to redemption prior to their stated maturity, in part by lot, from Mandatory Sinking Fund Payments required to be made by the SFPUC as specified below to be deposited in the 2026A Bond Retirement Account, on each November 1 on and after November 1, 20___, at a Redemption Price equal to the principal amount thereof to be redeemed and accrued interest thereon to the date fixed for redemption, without premium.
The dates and amounts of the Mandatory Sinking Fund Payments for the 2026A Bonds maturing on November 1, 20___ are as follows:
$____________ 2026A Bonds
(20__ Term Bonds)
Mandatory Sinking Fund
Redemption Date
(November 1)
Mandatory Sinking Fund
Payment
†
† Maturity.
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ARTICLE IV
APPLICATION OF PROCEEDS OF 2026A BONDS; FUNDS AND ACCOUNTS Section 4.01 Application of the Proceeds of the 2026A Bonds. The proceeds of the sale of the 2026A Bonds in the amount of $___________ (representing the aggregate principal amount of the 2026A Bonds of $__________, [plus/less] original issue [premium /discount] of $________ and less [purchaser’s origination fee] of $________) shall be deposited and applied as follows:
2026A Proceeds Fund
2026A Costs of Issuance Account
Section 4.02 2026A Proceeds Fund. In lieu of the deposit of any amounts to the Project Fund established under Section 5.8 of the Master Indenture, there is hereby created a special fund of the SFPUC to be known as the “Public Utilities Commission of the City and County of San Francisco Power Revenue Bonds, 2026 Refunding Series A Proceeds Fund” (the “ 2026A Proceeds Fund”) to be held in trust by the Trustee. Monies deposited in the 2026A Proceeds Fund , together with [(i) $_________ of amounts to be released from the Common Reserve Account established pursuant to Section 5.7(b) of the Master Indenture as directed by the SFPUC, shall be paid and transferred by the Trustee, on _______ __, 2026 as directed by the SFPUC,] [and (ii) $_________ of available funds transferred by the SFPUC and received by the Trustee,] shall be applied by the Trustee on the date of delivery of the 2026A Bonds to pay the redemption price of the 2015A Bonds as provided in the directions of the SFPUC delivered to the Trustee on or before the date of delivery of such 2026A Bonds.]
Section 4.03 2026A Costs of Issuance Account. There is hereby created a special fund of the SFPUC to be known as the “Public Utilities Commission of the City and County of San Francisco Power Revenue Bonds, 2026 Refunding Series A Costs of Issuance Account” (the “ 2026A Costs of Issuance Account”) to be held in trust by the Trustee. Monies deposited in the 2026A Costs of Issuance Account shall be paid and applied on the written request of the SFPUC to the Trustee for the costs of issuing such 2026A Bonds. Any balance remaining in the 2026A Costs of Issuance Account one year after the date of delivery of the 2026A Bonds shall be transferred by the Trustee to the Interest Account in the 2026A Bond Fund to be applied to the payment of interest coming due on the 2026A Bonds.
Section 4.04 No Reserve Account . The 2026A Bonds shall not be a Common Reserve Series, shall not be secured by a Reserve Account and the Reserve Requirement for the 2026A Bonds shall be $0.
ARTICLE V
MISCELLANEOUS
Section 5.01 2026A Bonds Subject to the Master Indenture . Except as expressly provided in this Fourth Supplement, every term and condition contained in the Master Indenture shall apply to this Fourth Supplement and to the 2026A Bonds with the same force and effect as if it were herein set forth at length, with such omissions, variations and modifications thereof as may be appropriate to make the same conform to this Fourth Supplement. 8 4923-5974-9492v3/200617-0012
Section 5.02 Covenant to Defease or Retire Bonds Upon Acquisition of PG&E Assets .
In the event that the City shall hereafter purchase or otherwise acquire all or a substantial portion of the electric distribution and transmission assets of Pacific Gas & Electric Company needed to provide retail electric service to all electricity customers within the geographic boundaries of the City, the SFPUC will either operate such service as a Separate System or provide for all then Outstanding Bonds to be defeased or retired pursuant to applicable provisions of the Trust Indenture.
In connection with any such purchase or other acquisition, the SFPUC shall not elect to operate such service as a Separate System unless the SFPUC has determined that such operation will not have a material adverse effect on the holders of, or the security pledged for the payment of, the Bonds.
Section 5.03 Tax Covenant. The SFPUC covenants that it will comply with the provisions of the 2026A Tax Certificate, which is hereby incorporated herein as if fully set forth herein.
Section 5.04 Continuing Disclosure. The SFPUC hereby covenants and agrees that it will comply with and carry out all of the provisions of the 2026A Continuing Disclosure Certificate.
Notwithstanding any other provision of the Trust Indenture, failure of the SFPUC to comply with the 2026A Continuing Disclosure Certificate shall not be considered an Event of Default; however, any Owner of 2026A Bonds or beneficial owner may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the SFPUC to comply with its obligations under this Section 5.04, and the sole remedy in the event of any failure of the SFPUC to comply with the 2026A Continuing Disclosure Certificate shall be an action to compel performance.
Section 5.05 Rating. The SFPUC hereby covenants and agrees that it will cause to be delivered a long-term rating on the 2026A Bonds from S&P or Moody’s on or prior to the earlier of (i) ____, 20__, (ii) the next such rating released or confirmed for Bonds issued under this Indenture or (iii) the next public offering of Bonds under this Indenture.
Section 5.06 No Priority R&R Fund Deposits. The SFPUC has determined that, because the adopted budget for the Power Enterprise provides for proceeds of Bonds (or other authorized evidences of indebtedness) to be used to finance the reconstruction and replacement of existing facilities, upon the issuance of the 2026A Bonds no Priority R&R Fund Deposits are required.
Section 5.07 Execution in Counterparts . This Fourth Supplement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument.
Section 5.08 Effective Date of Fourth Supplement. This Fourth Supplement shall take effect upon its execution and delivery.
[Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, the SFPUC and the Trustee have caused this Fourth Supplemental Trust Indenture to be executed on their behalf by their duly authorized representatives, all as of the day and year first written above.
PUBLIC UTILITIES COMMISSION OF THE
CITY AND COUNTY OF SAN FRANCISCO
By: _______________________________________
General Manager
Approved as to Form:
DAVID CHIU
City Attorney of the
City and County of San Francisco
By:
Deputy City Attorney
U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION, as Trustee
By: _______________________________________
Authorized Officer
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EXHIBIT A
FORM OF 2026A BOND
No. R-__ $__________
Unless this bond is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Commission or its agent for registration of transfer, exchange or payment, and any certificate is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
PUBLIC UTILITIES COMMISSION OF
THE CITY AND COUNTY OF SAN FRANCISCO
POWER REVENUE BONDS,
2026 REFUNDING SERIES A
Interest Rate Dated Date Maturity Date CUSIP No.
% November 1, 20__ 79771K _____
REGISTERED OWNER:
PRINCIPAL SUM:
The PUBLIC UTILITY COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO (the “SFPUC”), a department of the City and County of San Francisco (the “City”) duly organized and existing under the Charter of the City, for value received, hereby promises to pay to the order of the Registered Owner shown above on the Maturity Date shown above, upon presentation and surrender hereof, the Principal Amount shown above and to pay interest at the interest rate shown above on the balance of said Principal Amount from time to time remaining unpaid. This Bond is one of the SFPUC’s Public Utilities Commission of the City and County of San Francisco Power Revenue Bonds (the “Bonds”), and is a Bond of the Series thereof designated “2026 Refunding Series A (the Bonds of such designated Series b eing sometimes referred to herein as the “2026A Bonds”). The Bonds are issued pursuant to the Trust Indenture, dated as of May 1, 2015, by and between the SFPUC and U.S. Bank Trust Company, National Association, as Trustee, as amended and supplemented (the “Master Indenture”), including as supplemented by the Fourth Supplemental Trust Indenture, dated as of ________ 1, 2026 (the “Fourth Supplement” and together with the Master Indenture, the “Trust Indenture”), for the purposes of providing moneys, together with certain other funds to be made available upon the delivery thereof, to refund the outstanding Public Utilities Commission of the City and County of San Francisco Power Revenue Bonds, 2015 Series A, and to pay certain expenses related to the issuance of the 2026A Bonds. This Bond and the rights of the Owner hereof are in all respects subject to and governed by the Trust Indenture.
The principal of, premium, if any, and interest on the 2026A Bonds is payable solely from amounts on deposit in a separate account in a special fund of the SFPUC known as the Public Utilities Commission of the City and County of San Francisco Power Revenue Bonds, 2026
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Refunding Series A Bond Fund (the “ 2026A Bond Fund”) and other funds and accounts established for the benefit of the Bonds as set forth in the Trust Indenture. The SFPUC has pledged, obligated and bound itself irrevocably to set aside and to pay into the 2026A Bond Fund the fixed amount of Revenues (as defined in the Trust Indenture), sufficient in time and amount to pay principal of, premium, if any, and interest on all the 2026A Bonds from time to time Outstanding, as the same shall respectively become due and payable pursuant to the terms of the Trust Indenture.
The Bonds are special limited obligations of the SFPUC. The SFPUC is not obligated to pay the principal of, premium, if any, or interest on the Bonds from any source of funds other than Revenues, after payment of Operation and Maintenance Expenses and any Priority R&R Fund Deposits. Neither the general funds of the SFPUC nor the funds of any SFPUC enterprise (other than the Revenues and the funds pledged therefor under the Trust Indenture) shall be liable for the payment on the Bonds. The SFPUC has no taxing power. The General Fund of the City is not liable for the payment of the principal of, premium, if any, or interest on the Bonds, and neither the credit nor the taxing power of the City is pledged to the payment of the principal of, premium, if any, or interest on the Bonds. The Bonds are not secured by a legal or equitable pledge of, or charge, lien, or encumbrance upon, any of the property of the City or of the SFPUC or any of its income or receipts, except Revenues, after payment of Operation and Maintenance Expenses and any Priority R&R Fund Deposits.
The Bonds are equally and ratably secured by a pledge of Revenues, after payment of Operation and Maintenance Expenses and any Priority R&R Fund Deposits. The SFPUC has heretofore incurred and may hereafter incur additional indebtedness secured by a pledge of Revenues on an equal and ratable (parity) basis with the Bonds subject to the terms of the Trust Indenture.
All terms used in this Bond and not otherwise defined herein shall have the respective meanings assigned thereto in the Trust Indenture.
Interest on this 2026A Bond will be payable on each May 1 and November 1, commencing on ________ 1, 20__, and on the maturity date specified above on the principal amount specified above.
Interest on this 2026A Bond shall be payable to the Owner as of the close of business on the applicable Record Date by check drawn upon and mailed by the Trustee to such Registered Owner at the address shown on the registration books maintained by the Registrar (the “Bond Register”); provided, however, that, if requested in writing to the Trustee by a Registered Owner of not less than $1,000,000 in principal amount of 2026A Bonds prior to the applicable Record Date, interest shall be payable by wire transfer to such wire address within the United States as the Registered Owner shall specify. The principal of and redemption premium, if any, on this 2026A Bond shall be payable only upon presentation and surrender of this 2026A Bond at the corporate office of the Trustee. Principal of, and redemption premium, if any, and interest on, this 2026A Bond are payable in lawful money of the United States of America, which, at the respective date of payment thereof, is legal tender for the payment of public and private debts.
Interest on this 2026A Bond shall be computed on the basis of a 360-day year consisting of twelve (12) 30-day months.
The Registrar shall be the registrar for the Bonds. While any of the Bonds are Outstanding, the Registrar shall, on behalf of the SFPUC, keep and maintain the Bond Register (which shall be kept at the corporate office of the Registrar).
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The 2026A Bonds shall be subject to optional redemption and mandatory sinking fund redemption prior to maturity, in whole or in part, at the times, in the amounts and at the prices determined pursuant to the Fourth Supplement as set forth below:
The 2026A Bonds maturing on and after November 1, 20___ are subject to redemption prior to their respective stated maturity dates, at the option of the SFPUC, from any source of available funds, as a whole or in part, in Authorized Denominations, on any date on or after November 1, 20___, at a Redemption Price equal to 100% of the principal amount of the 2026A Bonds called for redemption, together with accrued interest to the date fixed for redemption, without premium.
The 2026A Bonds maturing on November 1, 20___ are further subject to redemption prior to their stated maturity, in part by lot, from Mandatory Sinking Fund Payments required to be made by the SFPUC as specified in the Fourth Supplement to be deposited in the 2026A Bond Retirement Account, on each November 1 on and after November 1, 20___, at a Redemption Price equal to the principal amount thereof to be redeemed and accrued interest thereon to the date fixed for redemption, without premium.
When 2026A Bonds (or portions thereof) are to be redeemed, the SFPUC shall give or cause to be given notice of the redemption of such 2026A Bonds to the Trustee no later than 45 days prior to the date fixed for redemption or such shorter time as may be acceptable to the Trustee. In the case of an optional redemption, the notice may state that such redemption is a Conditional Redemption, and such notice and optional redemption shall be of no effect if such money is not so deposited or if the notice is rescinded as described in the Trust Indenture. The Trustee, at the expense of the SFPUC, shall send notice of any redemption, identifying the 2026A Bonds to be redeemed, the date fixed for redemption and the method and place of payment and the information required by the Trust Indenture, by first class mail to each Owner of a 2026A Bond called for redemption to the Owner’s address set forth on the Bond Register. Such notice shall be sent by the Trustee by first class mail between 30 and 60 days prior to the scheduled date fixed for redemption. With respect to Book - Entry Bonds, if the Trustee sends notice of redemption to the Securities Depository pursuant to the Letter of Representations, the Trustee shall not be required to give the notice set forth in the immediately preceding sentence. If notice is given as stated in this paragraph, failure of any Owner to receive such notice, or any defect in the notice, shall not affect the redemption or the validity of the proceedings for the redemption of the 2026A Bonds.
No recourse shall be had for the payment of the principal of, premium, if any, or interest on, any of the Bonds or for any claim based thereon or under the Trust Indenture, against any past, present or future Commission member or any officer, employee or agent of the SFPUC, under any rule of law or equity, statute or constitution or by the enforcement of any assessment or penalty or otherwise, and all such liability of any such Commission member or officer, employee or agent as such is hereby expressly waived and released as a condition of, and in consideration for, the acceptance of this Bond.
The Owner of this Bond shall have no right to enforce the provisions of the Trust Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any Event of Default under the Trust Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Trust Indenture.
The SFPUC and the Trustee may treat the person in whose name this Bond is registered as the Owner hereof for the purpose of receiving payment as herein provided and for all other purposes,
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whether or not this Bond is overdue, and neither the SFPUC nor the Trustee shall be affected by notice to the contrary.
The Trust Indenture prescribes the manner in which this Bond may be discharged, including a provision that the Bonds shall be deemed to be paid if cash and/or Government Securities maturing as to principal and interest in such amounts and at such times as will insure the availability of sufficient moneys to pay the principal of, premium, if any, and interest on the Bonds shall have been deposited with the Trustee, after which the Bonds shall no longer be secured by or entitled to the benefits of the Trust Indenture, except for the purposes of registration and exchange of Bonds and of payment from such source.
This Bond is transferable by the Owner hereof in person or by his or her attorney duly authorized in writing at the corporate office of the Bond Registrar but only in the manner, subject to the limitations of and upon payment of the charges provided in the Trust Indenture and upon surrender and cancellation of this Bond. Upon such transfer, a new registered Bond or Bonds in Authorized Denominations in the same aggregate principal amount will be issued to the transferee in exchange therefor.
Reference is hereby made to the Trust Indenture, a copy of which is on file with both the Trustee and the SFPUC, for the provisions, among others, with respect to the nature and extent of the rights, duties and obligations of the SFPUC, the Trustee and the Owners of any Bonds, the terms upon which the Bonds are issued and secured and other matters, to all of which the Owner of this Bond assents by the acceptance of this Bond.
Modifications or alterations of the Trust Indenture, or of any supplement thereto, may be made only to the extent and in the circumstances permitted by the Trust Indenture.
It is hereby certified and declared that all acts, conditions and things required to exist, to have happened and to have been performed precedent to and in the execution of the Master Indenture, the Fourth Supplement and the issuance of this Bond and the series of Bonds of which this is one do exist, have happened and have been performed in due time, form and manner as required by law, and that this Bond, together with all other indebtedness of the SFPUC, does not exceed any limit prescribed by the Constitution and laws of the State of California and is not in excess of the amount of Bonds permitted to be issued under the Trust Indenture.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Trust Indenture unless and until the certificate of authentication hereon shall have been duly executed by the manual signature of an authorized officer of the Bond Registrar. [Remainder of page intentionally left blank.]
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IN WITNESS WHEREOF, PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO has caused this Bond to be executed in its name by the manual or facsimile signature of its General Manager and by the manual or facsimile signature of the Controller of the City as of the date set forth above.
PUBLIC UTILITIES COMMISSION OF THE
CITY AND COUNTY OF SAN FRANCISCO
By:
General Manager
By:
Controller of the City and County
of San Francisco
COUNTERSIGNED:
By: ________________________________
Secretary of the Commission
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CERTIFICATE OF AUTHENTICATION
This Bond is one of the fully registered Public Utilities Commission of the City and County of San Francisco Power Revenue Bonds, 2026 Refunding Series A , described in the within mentioned Trust Indenture.
Date of Authentication: _________________________
U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION,
as Trustee and Bond Registrar
By:
Authorized Signatory
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ASSIGNMENT
The following abbreviations, when used in the inscription on the face of the within mentioned Bonds and in the assignment below, shall be construed as though they were written out in full according to applicable laws or regulations.
TEN COM: as tenants in common
TEN ENT: as tenants by the entireties
JT TEN: as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT ________________ Custodian _________________________ (Cust) (Minor)
Additional abbreviations may also be used though not in the above list.
FOR VALUE RECEIVED, the undersigned do(es) hereby sell, assign and transfer unto _______________________________ the within mentioned registered Bond and hereby irrevocably constitute(s) and appoint(s) ______________________________ attorney, to transfer the same on the books of the Bond Registrar with full power of substitution in the premises.
Dated: _______________
Note: The signature(s) to this Assignment must correspond with the name(s) as written on the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever.
SIGNATURE GUARANTEED:
NOTICE: Signature(s) must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company.
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EXHIBIT B
CITY CONTRACTING PROVISIONS
The Trustee shall comply with the following provisions of this Fourth Supplemental Trust Indenture as if set forth in the text thereof. Capitalized terms used but not defined in this exhibit shall have the meanings given in the Fourth Supplemental Trust Indenture.
1. Conflict of Interest . Through its execution of this Fourth Supplemental Trust Indenture, the Trustee acknowledges that it is familiar with the provisions of Section 15.103 of the City’s Charter, Article III, Chapter 2 of City’s Campaign and Governmental Conduct Code, and Section 87100 et seq. and Section 1090 et seq. of the Government Code of the State of California, and certifies that it does not know of any facts which constitute a violation of said provision and agrees that it will immediately notify the City if it becomes aware of any such fact during the term of this Fourth Supplemental Indenture.
2. Proprietary or Confidential Information of the City. The Trustee understands and agrees that, in the performance of the work or services under this Fourth Supplemental Trust Indenture or in contemplation thereof, the Trustee may have access to private or confidential information which may be owned or controlled by the City and that such information may contain proprietary or confidential details, the disclosure of which to third parties may be damaging to the City. The Trustee agrees that all information disclosed by City to the Trustee shall be held in confidence and used only in the performance of this Fourth Supplemental Trust Indenture . The Trustee shall exercise the same standard of care to protect such information as a reasonably prudent contractor would use to protect its own proprietary data.
3. Local Business Enterprise Utilization; Liquidated Damages. (a) The LBE Ordinance. The Trustee shall comply with all the requirements of the Local Business Enterprise and Non-Discrimination in Contracting Ordinance set forth in Chapter 14B of the San Francisco Administrative Code as it now exists or as it may be amended in the future (collectively the “LBE Ordinance”), provided such amendments do not materially increase the Trustee’s obligations or liabilities, or materially diminish the Trustee’s rights, under this Fourth Supplemental Trust Indenture. Such provisions of the LBE Ordinance are incorporated by reference and made a part of this Fourth Supplemental Trust Indenture as though fully set forth in this Section.
The Trustee’s willful failure to comply with any applicable provisions of the LBE Ordinance is a material breach of the Trustee’s obligations under this Fourth Supplemental Trust Indenture and shall entitle City, subject to any applicable notice and cure provisions set forth in this Fourth Supplemental Trust Indenture, to exercise any of the remedies provided for under this Fourth Supplemental Trust Indenture, under the LBE Ordinance or otherwise available at law or in equity, which remedies shall be cumulative unless this Fourth Supplemental Trust Indenture expressly provides that any remedy is exclusive. In addition, the Trustee shall comply fully with all other applicable local, state and federal laws prohibiting discrimination and requiring equal opportunity in contracting, including subcontracting.
(b) Enforcement. If the Trustee willfully fails to comply with any of the provisions of the LBE Ordinance, the rules and regulations implementing the LBE Ordinance, or the provisions of this Fourth Supplemental Trust Indenture pertaining to LBE participation, the Trustee shall be liable for liquidated damages in an amount equal to the Trustee’s net profit on this Fourth Supplemental
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Trust Indenture, or 10% of the total amount of this Fourth Supplemental Trust Indenture , or $1,000, whichever is greatest. The Director of the City’s Contracts Monitoring Division or any other public official authorized to enforce the LBE Ordinance (separately and collectively, the “Director of CMD”) may also impose other sanctions against the Trustee authorized in the LBE Ordinance, including declaring the Trustee to be irresponsible and ineligible to contract with the City for a period of up to five years or revocation of the Trustee’s LBE certification. The Director of CMD will determine the sanctions to be imposed, including the amount of liquidated damages, after investigation pursuant to Administrative Code §14B.17.
By entering into this Fourth Supplemental Trust Indenture , the Trustee acknowledges and agrees that any liquidated damages assessed by the Director of the CMD shall be payable to City upon demand. The Trustee further acknowledges and agrees that any liquidated damages assessed may be withheld from any monies due to the Trustee on any contract with City.
The Trustee agrees to maintain records necessary for monitoring its compliance with the LBE Ordinance for a period of three years following termination or expiration of this Fourth Supplemental Trust Indenture, and shall make such records available for audit and inspection by the Director of CMD or the Controller upon request.
4. Nondiscrimination; Penalties.
(a) Trustee Shall Not Discriminate . In the performance of this Fourth Supplemental Trust Indenture , the Trustee agrees not to discriminate against any employee, City and County employee working with the Trustee or subcontractor, applicant for employment with the Trustee or subcontractor, or against any person seeking accommodations, advantages, facilities, privileges, services, or membership in all business, social, or other establishments or organizations, on the basis of the fact or perception of a person’s race, color, creed, religion, national origin, ancestry, age, height, weight, sex, sexual orientation, gender identity, domestic partner status, marital status, disability or Acquired Immune Deficiency Syndrome or HIV status (AIDS/HIV status), or association with members of such protected classes, or in retaliation for opposition to discrimination against such classes.
(b) Subcontracts. The Trustee shall incorporate by reference in all subcontracts the provisions of §§12B.2(a), 12B.2(c)-(k), and 12C.3 of the San Francisco Administrative Code (copies of which are available from Purchasing) and shall require all subcontractors to comply with such provisions. The Trustee’s failure to comply with the obligations in this subsection shall constitute a material breach of this Fourth Supplemental Trust Indenture. (c) Nondiscrimination in Benefits . The Trustee does not as of the date of Fourth Supplemental Trust Indenture and will not during the term of this Fourth Supplemental Trust Indenture, in any of its operations in San Francisco, on real property owned by San Francisco, or where work is being performed for the City elsewhere in the United States, discriminate in the provision of bereavement leave, family medical leave, health benefits, membership or membership discounts, moving expenses, pension and retirement benefits or travel benefits, as well as any benefits other than the benefits specified above, between employees with domestic partners and employees with spouses, and/or between the domestic partners and spouses of such employees, where the domestic partnership has been registered with a governmental entity pursuant to state or local law authorizing such registration, subject to the conditions set forth in §12B.2(b) of the San Francisco Administrative Code.
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(d) Condition to Contract . As a condition to this Fourth Supplemental Trust Indenture , the Trustee shall execute the “ Chapter 12B Declaration: Nondiscrimination in Contracts and Benefits” form (Form CMD-12B-101) with supporting documentation and secure the approval of the form by the San Francisco Contracts Monitoring Division (formerly ‘Human Rights Commission’). (e) Incorporation of Administrative Code Provisions by Reference . The provisions of Chapters 12B and 12C of the San Francisco Administrative Code are incorporated in this Fourth Supplemental Trust Indenture by reference and made a part of this Fourth Supplemental Trust Indenture as though fully set forth herein. The Trustee shall comply fully with and be bound by all of the provisions that apply to this Fourth Supplemental Trust Indenture under such Chapters, including but not limited to the remedies provided in such Chapters. Without limiting the foregoing, the Trustee understands that pursuant to §§12B.2(h) and 12C.3(g) of the San Francisco Administrative Code, a penalty of $50 for each person for each calendar day during which such person was discriminated against in violation of the provisions of this Fourth Supplemental Trust Indenture may be assessed against the Trustee and/or deducted from any payments due the Trustee.
5. MacBride Principles – Northern Ireland. Pursuant to San Francisco Administrative Code §12F.5, the City and County of San Francisco urges companies doing business in Northern Ireland to move towards resolving employment inequities, and encourages such companies to abide by the MacBride Principles. The City and County of San Francisco urges San Francisco companies to do business with corporations that abide by the MacBride Principles. By signing below, the person executing this Fourth Supplemental Trust Indenture on behalf of the Trustee acknowledges and agrees that he or she has read and understood this paragraph.
6. Tropical Hardwood and Virgin Redwood Ban. Pursuant to §804(b) of the San Francisco Environment Code, the City and County of San Francisco urges contractors not to import, purchase, obtain, or use for any purpose, any tropical hardwood, tropical hardwood wood product, virgin redwood or virgin redwood wood product.
7. Drug-Free Workplace Policy. The Trustee acknowledges that pursuant to the Federal Drug-Free Workplace Act of 1989, the unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited on City premises. The Trustee agrees that any violation of this prohibition by the Trustee, its employees, agents or assigns will be deemed a material breach of this Fourth Supplemental Trust Indenture.
8. Resource Conservation. Chapter 5 of the San Francisco Environment Code (“Resource Conservation”) is incorporated herein by reference. Failure by the Trustee to comply with any of the applicable requirements of Chapter 5 will be deemed a material breach of this Fourth Supplemental Trust Indenture.
9. Compliance with Americans with Disabilities Act. The Trustee acknowledges that, pursuant to the Americans with Disabilities Act (ADA), programs, services and other activities provided by a public entity to the public, whether directly or through a contractor, must be accessible to the disabled public. The Trustee shall provide the services specified in this Fourth Supplemental Trust Indenture in a manner that complies with the ADA and any and all other applicable federal, state and local disability rights legislation. The Trustee agrees not to discriminate against disabled persons in the provision of services, benefits or activities provided under this Fourth Supplemental Trust Indenture and further agrees that any violation of this prohibition on the part of the Trustee, its
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employees, agents or assigns will constitute a material breach of this Fourth Supplemental Trust Indenture.
10. Sunshine Ordinance . In accordance with San Francisco Administrative Code §67.24(e), contracts, contractors’ bids, responses to solicitations and all other records of communications between City and persons or firms seeking contracts, shall be open to inspection immediately after a contract has been awarded. Nothing in this provision requires the disclosure of a private person or organization’s net worth or other proprietary financial data submitted for qualification for a contract or other benefit until and unless that person or organization is awarded the contract or benefit. Information provided which is covered by this paragraph will be made available to the public upon request.
11. Limitations on Contributions . Through execution of this Fourth Supplemental Trust Indenture, the Trustee acknowledges that it is familiar with Section 1.126 of the City’s Campaign and Governmental Conduct Code, which prohibits any person who contracts with the City for the rendition of personal services, for the furnishing of any material, supplies or equipment, for the sale or lease of any land or building, or for a grant, loan or loan guarantee, from making any campaign contribution to (1) an individual holding a City elective office if the contract must be approved by the individual, a board on which that individual serves, or the board of a state agency on which an appointee of that individual serves, (2) a candidate for the office held by such individual, or (3) a committee controlled by such individual, at any time from the commencement of negotiations for the contract until the later of either the termination of negotiations for such contract or six months after the date the contract is approved. The Trustee acknowledges that the foregoing restriction applies only if the contract or a combination or series of contracts approved by the same individual or board in a fiscal year have a total anticipated or actual value of $50,000 or more. The Trustee further acknowledges that the prohibition on contributions applies to each prospective party to the contract; each member of the Trustee’s board of directors; the Trustee’s chairperson, chief executive officer, chief financial officer and chief operating officer; any person with an ownership interest of more than 20 percent in the Trustee; any subcontractor listed in the bid or contract; and any committee that is sponsored or controlled by the Trustee. Additionally, the Trustee acknowledges that the Trustee must inform each of the persons described in the preceding sentence of the prohibitions contained in Section 1.126. The Trustee further agrees to provide to the City the names of each person, entity or committee described above.
12. Requiring Minimum Compensation for Covered Employees. (a) The Trustee agrees to comply fully with and be bound by all of the provisions of the Minimum Compensation Ordinance (MCO), as set forth in San Francisco Administrative Code Chapter 12P (Chapter 12P), including the remedies provided, and implementing guidelines and rules.
The provisions of Section 12P.5 and 12P.5.1 of Chapter 12P are incorporated herein by reference and made a part of this Fourth Supplemental Trust Indenture as though fully set forth. The text of the MCO is available on the web at www.sfgov.org/olse/mco. A partial listing of some of the Trustee’s obligations under the MCO is set forth in this Section. The Trustee is required to comply with all the provisions of the MCO, irrespective of the listing of obligations in this Section. (b) The MCO requires the Trustee to pay the Trustee’s employees a minimum hourly gross compensation wage rate and to provide minimum compensated and uncompensated time off.
The minimum wage rate may change from year to year and the Trustee is obligated to keep informed of the then-current requirements. Any subcontract entered into by the Trustee shall require the
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subcontractor to comply with the requirements of the MCO and shall contain contractual obligations substantially the same as those set forth in this Section. It is the Trustee’s obligation to ensure that any subcontractors of any tier under this Fourth Supplemental Trust Indenture comply with the requirements of the MCO. If any subcontractor under this Fourth Supplemental Trust Indenture fails to comply, the City may pursue any of the remedies set forth in this Section against the Trustee. (c) The Trustee shall not take adverse action or otherwise discriminate against an employee or other person for the exercise or attempted exercise of rights under the MCO. Such actions, if taken within 90 days of the exercise or attempted exercise of such rights, will be rebuttably presumed to be retaliation prohibited by the MCO.
(d) The Trustee shall maintain employee and payroll records as required by the MCO. If the Trustee fails to do so, it shall be presumed that the Trustee paid no more than the minimum wage required under State law.
(e) The City is authorized to inspect the Trustee’s job sites and conduct interviews with employees and conduct audits of the Trustee.
(f) The Trustee’s commitment to provide the Minimum Compensation is a material element of the City’s consideration for this Fourth Supplemental Trust Indenture. The City in its sole discretion shall determine whether such a breach has occurred. The City and the public will suffer actual damage that will be impractical or extremely difficult to determine if the Trustee fails to comply with these requirements. The Trustee agrees that the sums set forth in Section 12P.6.1 of the MCO as liquidated damages are not a penalty, but are reasonable estimates of the loss that the City and the public will incur for the Trustee’s noncompliance. The procedures governing the assessment of liquidated damages shall be those set forth in Section 12P.6.2 of Chapter 12P. (g) The Trustee understands and agrees that if it fails to comply with the requirements of the MCO, the City shall have the right to pursue any rights or remedies available under Chapter 12P (including liquidated damages), under the terms of this Fourth Supplemental Trust Indenture , and under applicable law. If, within 30 days after receiving written notice of a breach of this Fourth Supplemental Trust Indenture for violating the MCO, the Trustee fails to cure such breach or, if such breach cannot reasonably be cured within such period of 30 days, the Trustee fails to commence efforts to cure within such period, or thereafter fails diligently to pursue such cure to completion, the City shall have the right to pursue any rights or remedies available under applicable law, including those set forth in Section 12P.6(c) of Chapter 12P. Each of these remedies shall be exercisable individually or in combination with any other rights or remedies available to the City. (h) The Trustee represents and warrants that it is not an entity that was set up, or is being used, for the purpose of evading the intent of the MCO. (i) The City may conduct random audits of the Trustee. Random audits shall be (i) noticed in advance in writing; (ii) limited to ascertaining whether Covered Employees are paid at least the minimum compensation required by the MCO; (iii) accomplished through an examination of pertinent records at a mutually agreed upon time and location within ten days of the written notice; and (iv) limited to one audit of the Trustee every two years for the duration of this Fourth Supplemental Trust Indenture . Nothing in this Fourth Supplemental Trust Indenture is intended to preclude the City from investigating any report of an alleged violation of the MCO.
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13. Requiring Health Benefits for Covered Employees. Unless exempt, the Trustee agrees to comply fully with and be bound by all of the provisions of the Health Care Accountability Ordinance (HCAO), as set forth in San Francisco Administrative Code Chapter 12Q, including the remedies provided, and implementing regulations, as the same may be amended from time to time.
The provisions of Section 12Q.5.1 of Chapter 12Q are incorporated by reference and made a part of this Fourth Supplemental Trust Indenture as though fully set forth herein. The text of the HCAO is available on the web at www.sfgov.org/olse. Capitalized terms used in this Section and not defined in this Fourth Supplemental Trust Indenture shall have the meanings assigned to such terms in Chapter 12Q.
(a) For each Covered Employee, the Trustee shall provide the appropriate health benefit set forth in Section 12Q.3 of the HCAO. If the Trustee chooses to offer the health plan option, such health plan shall meet the minimum standards set forth by the San Francisco Health Commission. (b) Notwithstanding the above, if the Trustee is a small business as defined in Section 12Q.3(e) of the HCAO, it shall have no obligation to comply with part (a) above. (c) The Trustee’s failure to comply with the HCAO shall constitute a material breach of this Fourth Supplemental Trust Indenture . The City shall notify the Trustee if such a breach has occurred. If, within 30 days after receiving the City’s written notice of a breach of this Fourth Supplemental Trust Indenture for violating the HCAO, the Trustee fails to cure such breach or, if such breach cannot reasonably be cured within such period of 30 days, the Trustee fails to commence efforts to cure within such period, or thereafter fails diligently to pursue such cure to completion, the City shall have the right to pursue the remedies set forth in 12Q.5.1 and 12Q.(f)(1-6). Each of these remedies shall be exercisable individually or in combination with any other rights or remedies available to the City.
(d) Any Subcontract entered into by the Trustee shall require the Subcontractor to comply with the requirements of the HCAO and shall contain contractual obligations substantially the same as those set forth in this Section. The Trustee shall notify City’s Office of Contract Administration when it enters into such a Subcontract and shall certify to the Office of Contract Administration that it has notified the Subcontractor of the obligations under the HCAO and has imposed the requirements of the HCAO on Subcontractor through the Subcontract. The Trustee shall be responsible for its Subcontractors’ compliance with Chapter 12Q. If a Subcontractor fails to comply, the City may pursue the remedies set forth in this Section against the Trustee based on the Subcontractor’s failure to comply, provided that the City has first provided the Trustee with notice and an opportunity to obtain a cure of the violation.
(e) The Trustee shall not discharge, reduce in compensation, or otherwise discriminate against any employee for notifying the City with regard to the Trustee’s noncompliance or anticipated noncompliance with the requirements of the HCAO, for opposing any practice proscribed by the HCAO, for participating in proceedings related to the HCAO, or for seeking to assert or enforce any rights under the HCAO by any lawful means.
(f) The Trustee represents and warrants that it is not an entity that was set up, or is being used, for the purpose of evading the intent of the HCAO.
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(g) The Trustee shall maintain employee and payroll records in compliance with the California Labor Code and Industrial Welfare Commission orders, including the number of hours each employee has worked on this Fourth Supplemental Trust Indenture. (h) The Trustee shall keep itself informed of the current requirements of the HCAO. (i) The Trustee shall provide reports to the City in accordance with any reporting standards promulgated by the City under the HCAO, including reports on Subcontractors and Subtenants, as applicable.
(j) The Trustee shall provide the City with access to records pertaining to compliance with HCAO after receiving a written request from the City to do so and being provided at least ten business days to respond.
(k) The Trustee shall allow the City to inspect the Trustee’s job sites and have access to the Trustee’s employees in order to monitor and determine compliance with HCAO. (l) The City may conduct random audits of the Trustee to ascertain its compliance with HCAO. The Trustee agrees to cooperate with the City when it conducts such audits. (m) If the Trustee is exempt from the HCAO when this Fourth Supplemental Trust Indenture is executed because its fees hereunder are in an amount that is less than $25,000 ($50,000 for nonprofits), but the Trustee later enters into an agreement or agreements that cause the Trustee’s aggregate amount of all agreements with the City to reach $75,000, all the agreements shall be thereafter subject to the HCAO. This obligation arises on the effective date of the agreement that causes the cumulative amount of fees from agreements between the Trustee and the City to be equal to or greater than $75,000 in the fiscal year.
14. Prohibition on Political Activity with City Funds . In accordance with San Francisco Administrative Code Chapter 12.G, the Trustee may not participate in, support, or attempt to influence any political campaign for a candidate or for a ballot measure (collectively, “ Political Activity”) in the performance of the services provided under this Fourth Supplemental Trust Indenture. The Trustee agrees to comply with San Francisco Administrative Code Chapter 12.G and any implementing rules and regulations promulgated by the City’s Controller. The terms andꞏ provisions of Chapter 12.G are incorporated herein by this reference. In the event the Trustee violates the provisions of this Section, the City may, in addition to any other rights or remedies available hereunder, (i) terminate this Fourth Supplemental Trust Indenture , and (ii) prohibit the Trustee from bidding on or receiving any new City contract for a period of two (2) years. The Controller will not consider the Trustee’s use of profit as a violation of this Section.
15. Preservative-treated Wood Containing Arsenic . The Trustee may not purchase preservative-treated wood products containing arsenic in the performance of this Fourth Supplemental Trust Indenture unless an exemption from the requirements of Chapter 13 of the San Francisco Environment Code is obtained from the Department of the Environment under Section 1304 of the Environment Code. The term “ preservative-treated wood containing arsenic” shall mean wood treated with a preservative that contains arsenic; elemental arsenic, or an arsenic copper combination, including, but not limited to, chromated copper arsenate preservative, ammoniacal copper zinc arsenate preservative, or ammoniacal copper arsenate preservative. The Trustee may purchase preservative -treated wood products on the list of environmentally preferable alternatives
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prepared and adopted by the Department of the Environment. This provision does not preclude the Trustee from purchasing preservative -treated wood containing arsenic for saltwater immersion. The term “saltwater immersion” shall mean a pressure-treated wood that is used for construction purposes or facilities that are partially or totally immersed in saltwater.
16. Compliance with Laws . The Trustee shall keep itself fully informed of the City’s Charter, codes, ordinances and regulations of the City and of all state, and federal laws in any manner affecting the performance of this Fourth Supplemental Trust Indenture, and must at all times comply with such local codes, ordinances, and regulations and all applicable laws as they may be amended from time to time.
17. Protection of Private Information. The Trustee has read and agrees to the terms set forth in San Francisco Administrative Code Section 12M.2, “Nondisclosure of Private Information,” and 12M.3, “ Enforcement,” and in Administrative Code Chapter 12M, “Protection of Private Information,” which are incorporated herein as if fully set forth. The Trustee agrees that any failure of the Trustee to comply with the requirements of Section 12M.2 of Chapter 12M shall be a material breach of this Fourth Supplemental Trust Indenture . In such an event, in addition to any other remedies available to it under equity or law, the City may terminate this Fourth Supplemental Trust Indenture, bring a false claim action against the Trustee pursuant to Chapter 6 or Chapter 21 of the Administrative Code, or debar the Trustee.
18. Food Service Waste Reduction Requirements . The Trustee agrees to comply fully with and be bound by all of the provisions of the Food Service Waste Reduction Ordinance, as set forth in San Francisco Environment Code Chapter 16, including the remedies provided, and implementing guidelines and rules. The provisions of Chapter 16 are incorporated by reference and made a
part of this Fourth Supplemental Trust Indenture as though fully set forth herein. This provision is a material term of this Fourth Supplemental Trust Indenture . By entering into this Fourth Supplemental Trust Indenture, the Trustee agrees that if it breaches this provision, the City will suffer actual damages that will be impractical or extremely difficult to determine; further, the Trustee agrees that the sum of one hundred dollars ($100) liquidated damages for the first breach, two hundred dollars ($200) liquidated damages for the second breach in the same year, and five hundred dollars ($500) liquidated damages for subsequent breaches in the same year is reasonable estimate of the damage that the City will incur based on the violation, established in light of the circumstances existing at the time this Fourth Supplemental Trust Indenture was made.
Such amount shall not be considered a penalty, but rather agreed monetary damages sustained by the City because of the Trustee’s failure to comply with this provision.
19. Submitting False Claims; Monetary Penalties . Pursuant to San Francisco Administrative Code §21.35, any contractor, subcontractor or consultant who submits a false claim shall be liable to the City for the statutory penalties set forth in that Section. A contractor, subcontractor or consultant who submits a false claim shall also be liable to the City for the costs, including attorneys’ fees, of a civil action brought to recover any of those penalties or damages, and may be liable to the City for a civil pe nalty of up to $10,000 for each false claim. A contractor, subcontractor or consultant will be deemed to have submitted a false claim to the City if the contractor, subcontractor or consultant: (a) knowingly presents or causes to be presented to an officer or employee of the City a false claim or request for payment or approval; (b) knowingly makes, uses, or causes to be made or used a false record or statement to get a false claim paid or approved by the City; (c) conspires to defraud the City by getting a false claim allowed or paid by the City;
B-9
4923-5974-9492v3/200617-0012
(d) knowingly makes, uses, or causes to be made or used a false record or statement to conceal, avoid, or decrease an obligation to pay or transmit money or property to the City; or (e) is a beneficiary of an inadvertent submission of a false claim to the City, subsequently discovers the falsity of the claim, and fails to disclose the false claim to the City within a reasonable time after discovery of the false claim.
20. Sugar-Sweetened Beverage Prohibition. The Trustee agrees that it will not sell, provide, or otherwise distribute Sugar-Sweetened Beverages, as defined by San Francisco Administrative Code Chapter 101, as part of its performance of this Fourth Supplemental Trust Indenture.
21. 20. Laws Incorporated by Reference . The full text of the laws listed in this Exhibit B, including enforcement and penalty provisions, are incorporated into this Fourth Supplemental Trust Indenture by reference. The full text of the San Francisco Municipal Code provisions incorporated by reference in this Exhibit B are available at www.sfgov.org under “Open Gov.”
Norton Rose Fulbright US LLP draft 1/5/26
1 CONTINUING DISCLOSURE CERTIFICATE
$[PAR AMOUNT]
Public Utilities Commission of the
City and County of San Francisco
Power Revenue Bonds, 2026 Refunding Series A
[____], 2026
This Continuing Disclosure Certificate (the “Disclosure Certificate”) is executed and delivered by the Public Utilities Commission of the City and County of San Francisco (the “SFPUC”) in connection with the issuance of its Power Revenue Bonds, 2026 Refunding Series A (the “2026A Bonds”). The 2026A Bonds are being issued pursuant to a Fourth Supplemental Trust Indenture, dated as of [____] 1, 2026 (the “Fourth Supplemental Indenture”), by and between the SFPUC and U.S. Bank Trust Company, National Associat ion, as trustee (the “Trustee”). The Fourth Supplemental Indenture amends and supplements the Trust Indenture, dated as of May 1, 2015, by and between the SFPUC and the Trustee (as amended and supplemented, including as supplemented by the Fourth Supplemental Indenture, the “Indenture”). The SFPUC covenants and agrees as follows:
SECTION 1. Purpose of the Disclosure Certificate . This Disclosure Certificate is being executed and delivered by the SFPUC for the benefit of the Holders and Beneficial Owners of the 2026A Bonds.
SECTION 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section 2, the following capitalized terms shall have the following meanings:
“Annual Report” shall mean any Annual Report provided by the SFPUC pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate.
“Beneficial Owner” shall mean any person that: (a) has or shares the power, directly or indirectly, to make investment decisions concerning ownership of any 2026A Bonds (including persons holding 2026A Bonds through nominees, depositories or other intermediaries) including, but not limited to, the power to vote or consent with respect to any 2026A Bonds or to dispose of ownership of any 2026A Bonds; or (b ) is treated as the owner of any 2026A Bonds for federal income tax purposes.
“Dissemination Agent ” shall mean the SFPUC, acting in its capacity as Dissemination Agent under this Disclosure Certificate, or any successor Dissemination Agent designated in writing by the SFPUC and which has filed with the SFPUC a written acceptance of such designation. “Financial Obligation ” means, for purposes of the Listed Events set out in Section 5(a)(15) and Section (5)(a)(16), a (i ) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii ) guarantee of (i) or (ii). The term “Financial Obligation” shall not include municipal securities (as defined in the Securities Exchange Act of 1934, as amended) as to which a final official statement (as defined i n the Rule) has been provided to the MSRB consistent with the Rule.
“Holder” shall mean either the registered owners of the 2026A Bonds, or, if the 2026A Bonds are registered in the name of The Depository Trust Company or another recognized depository, any applicable participant in such depository system.
“Listed Events” shall mean any of the events listed in Section 5(a) of this Disclosure Certificate. “MSRB” shall mean the Municipal Securities Rulemaking Board or any other entity designated or authorized by the Securities and Exchange Commission to receive continuing disclosure filings pursuant to the Rule. Until otherwise designated by the MSRB or the Secu rities and Exchange Commission, filings with the MSRB are to be made through the Electronic Municipal Market Access (EMMA) website of the MSRB currently located at https://emma.msrb.org/.
2 “Official Statement” shall mean the final Official Statement, dated September 27 , 2023, prepared in connection with the sale and offering of the Public Utilities Commission of the City and County of San Francisco Power Revenue Bonds, 2023 Series A.
“Rule” shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time.
SECTION 3. Provision of Annual Reports.
(a) The SFPUC shall, or shall cause the Dissemination Agent to, not later than March 31 of each year, commencing with the report for Fiscal Year 2025-26 (which is due not later than March 31, 2027), provide to the MSRB an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. If the Dissemination Agent is not the SFPUC, the SFPUC shall provide the Annual Report to the Dissemination Agent not later than 15 days prior to said date. The Annual Report must be submitted in electronic format and accompanied by such identifying information as is prescribed by the MSRB, and may cross -reference other information as provided in Section 4 of this Disclosure Certificate.
However, if the audited financial statements of the SFPUC are not available by the date required above for the filing of the Annual Report, the SFPUC shall submit unaudited financial statements and submit the audited financial statements as soon as they are available. If the SFPUC’s Fiscal Year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(b). (b) If the SFPUC is unable to provide to the MSRB an Annual Report by the date required in subsection (a), the SFPUC shall send a notice to the MSRB in substantially the form attached as Exhibit A. (c) The Dissemination Agent shall (if the Dissemination Agent is other than the SFPUC) file a report with the SFPUC certifying the date that the Annual Report was provided to the MSRB pursuant to this Disclosure Certificate.
SECTION 4. Content of Annual Reports. The SFPUC’s Annual Report shall contain or incorporate by reference the following information:
(a) Audited financial statements of the Power Enterprise for the prior Fiscal Year, prepared in accordance with generally accepted accounting principles applicable to the SFPUC from time to time. If the SFPUC’s audited financial statements are not available by the date the Annual Report is required to be filed, the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available; (b) An update for the prior Fiscal Year of the table in the Official Statement entitled “TABLE 9, POWER ENTERPRISE ELECTRIC SERVICE ACCOUNTS BY CUSTOMER CATEGORY”; (c) An update for the prior Fiscal Year of the table in the Official Statement entitled “TABLE 14, AVERAGE ELECTRIC SERVICE RATES”; and
(d) An update for the prior Fiscal Year of the table in the Official Statement entitled “TABLE 17, POWER ENTERPRISE HISTORICAL REVENUES AND OPERATION AND MAINTENANCE EXPENSES FOR FISCAL YEARS ENDED JUNE 30 (IN THOUSANDS)”.
Any or all of the items listed above may be set forth in a document or set of documents, or may be included by specific reference to other documents, including official statements of debt issues of the SFPUC or related public entities, which are available to the public on the MSRB website. If the document included by reference is a final official statement, it must be available from the MSRB. The SFPUC shall clearly identify each such other document so included by reference.
3 SECTION 5. Reporting of Significant Events.
(a) The SFPUC shall give, or cause to be given, notice of the occurrence of any of the following Listed Events with respect to the 2026A Bonds:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701- TEB) or other material notices or determinations with respect to the tax status of the 2026A Bonds, or other material events affecting the tax status of the 2026A Bonds;
7. Modifications to rights of Holders, if material;
8. Optional, unscheduled or contingent 2026 A Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the 2026A Bonds, if material;
11. Rating changes;
12. Bankruptcy, insolvency, receivership or similar event of the SFPUC;
13. The consummation of a merger, consolidation, or acquisition involving the SFPUC or the sale of all or substantially all of the assets of the SFPUC, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an ac tion or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material;
14. Appointment of a successor or additional trustee or the change of name of a trustee, if material;
15. Incurrence of a Financial Obligation of the SFPUC, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the SFPUC, any of which affect Holders, if material; and
16. Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the SFPUC, any of which reflect financial difficulties.
Note: For the purposes of the event identified in subsection (a)(12), the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for the SFPUC in a proceeding under the United States Bankruptcy Code or in any other proceeding 4 under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the SFPUC, or if such jurisdiction has been assumed by leaving the existing governing body and officials or o fficers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the SFPUC. (b) Whenever the SFPUC obtains knowledge of the occurrence of a Listed Event in subsection(a), the SFPUC shall, or shall cause the Dissemination Agent (if not the SFPUC) to, file a notice of such occurrence with the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of 10 business days after the occurrence of the Listed Event. Notwithstanding the foregoing, notice of a Listed Event described in subsection (a)(8) above need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to holders of affected 2026A Bonds under the Indenture.
(c) The SFPUC intends to comply with the Listed Events described in subsection (a)(15) and subsection (a)(16) and the definition of “Financial Obligation” in Section 2, with reference to the Rule, any other applicable federal securities laws and the guidance provided by the Securities and Exchange Commission in Release No. 34-83885 dated August 20, 2018 (the “2018 Release”), and any further amendments or written guidance provided by the Securities and Exchange Commission or its staff with respect to the amendments to the Rule effected by the 2018 Release.
SECTION 6. Termination of Reporting Obligation . The SFPUC’s obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the 2026A Bonds.
If such termination occurs prior to the final maturity of the 2026A Bonds, the SFPUC shall give notice of such termination in the same manner as for a Listed Event under Section 5(b).
SECTION 7. Dissemination Agent . The SFPUC may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate.
SECTION 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the SFPUC may amend or waive this Disclosure Certificate or any provision of this Disclosure Certificate, provided that the following conditions are satisfied:
(a) If the amendment or waiver relates to the provisions of Sections 3(a), 3(b), 4 or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the 2026A Bonds or the type of business conducted;
(b) The undertaking, as amended or taking into account such waiver, would, in the opinion of the City Attorney of the City and County of San Francisco or nationally recognized bond counsel, have complied with the requirements of the Rule (assuming the Rule was applicable) at the time of the original issuance of the 2026A Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and
(c) The amendment or waiver either (i ) is approved by the owners of a majority in aggregate principal amount of the 2026A Bonds or (ii ) does not, in the opinion of the City Attorney or nationally recognized bond counsel, materially impair the interests of the Holders.
In the event of any amendment or waiver of a provision of this Disclosure Certificate, the SFPUC shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the SFPUC. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements: (i) notice of such 5 change shall be given in the same manner as for a Listed Event under Section 5; and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prep ared on the basis of the former accounting principles.
SECTION 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the SFPUC from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any A nnual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the SFPUC chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the SFPUC shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.
SECTION 10. Default. In the event of a failure of the SFPUC to comply with any provision of this Disclosure Certificate, any Holder or Beneficial Owner of the 2026A Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the SFPUC to comply with its obligations under this Disclosure Certificate; provided that any such action may be instituted only in a federal or state court located in the City and County of San Francisco, State of California. Failure by the SFPUC to comply with any provision of this Disclosure Certificate shall not be deemed an Event of Default under the Indenture and the sole remedy under this Disclosure Certificate in the event of any failure of the SFPUC to comply with this Disclosure Certificate shall be an action to compel performance.
SECTION 11. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the SFPUC, the Dissemination Agent, the Holders and Beneficial Owners from time to time of the 2026A Bonds, and shall create no rights in any other person or entity.
Dated as of the date first written above.
PUBLIC UTILITIES COMMISSION OF THE
CITY AND COUNTY OF SAN FRANCISCO
By:
General Manager
Approved as to form:
DAVID CHIU
CITY ATTORNEY
By:
Deputy City Attorney
6 CONTINUING DISCLOSURE CERTIFICATE
EXHIBIT A
FORM OF NOTICE TO THE
MUNICIPAL SECURITIES RULEMAKING BOARD
OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: Public Utilities Commission of the City and County of San Francisco Name of Issue: Power Revenue Bonds, 2026 Refunding Series A Date of Issuance: [____], 2026
NOTICE IS HEREBY GIVEN that the SFPUC has not provided an Annual Report with respect to the above- named Bonds as required by Section 3 of the Continuing Disclosure Certificate of the Public Utilities Commission of the City and County of San Francisco, dated [____], 2026. The SFPUC anticipates that the Annual Report will be filed by _______________.
Dated: _______________
PUBLIC UTILITIES COMMISSION OF
THE CITY AND COUNTY OF SAN FRANCISCO
By: [to be signed only if filed]
Title: ________________________________ ________