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 2026B 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 2026B Bonds (including persons holding 2026B Bonds through nominees, depositories or other intermediaries) including, but not limited to, the power to vote or consent with respect to any 2026B Bonds or to dispose of ownership of any 2026B Bonds; or (b) is treated as the owner of any 2026B 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 in the Rule) has been provided to the MSRB consistent with the Rule.
“Holder” shall mean either the registered owners of the 2026B Bonds, or, if the 2026B 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 Securities 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 2026B 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 2026B Bonds, or other material events affecting the tax status of the 2026B Bonds;
7. Modifications to rights of Holders, if material;
8. Optional, unscheduled or contingent 2026B Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the 2026B 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 action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material;
14. Appointment of a successor or additional trustee or the change of name of a trustee, if material;
15. Incurrence of a Financial Obligation of the SFPUC, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the SFPUC, any of which affect Holders, if material; and
16. Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the SFPUC, any of which 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 officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the SFPUC. (b) Whenever the SFPUC obtains knowledge of the occurrence of a Listed Event in 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 2026B 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 2026B Bonds.
If such termination occurs prior to the final maturity of the 2026B 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 2026B 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 2026B 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 2026B 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 prepared on the basis of the former accounting principles.
SECTION 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the SFPUC from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the SFPUC chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this 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 2026B 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 2026B 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 Series B
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: ________________________________________
Norton Rose Fulbright US LLP draft 1/5/26
CONTINUING DISCLOSURE CERTIFICATE
$[PAR AMOUNT]
PUBLIC UTILITIES COMMISSION OF
THE CITY AND COUNTY OF SAN FRANCISCO
San Francisco Water Revenue Bonds, 2026 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 the water revenue bonds captioned above (the “2026[A] Bonds”). The 2026[A] Bonds are being issued pursuant to an Amended and Restated Indenture, dated as of August 1, 2002, between the SFPUC and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as amended and supplemented, including as amended and supplemented by a Fifty-Third Supplemental Indenture, each dated as of [____] 1, 2026, by and between the SFPUC and the Trustee (collectively, 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 2026[A] 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 2026[A] Bonds (including persons holding 2026[A] Bonds through nominees, depositories or other intermediaries) including, but not limited to, the power to vote or consent with respect to any 2026[A] Bonds or to dispose of ownership of any 2026[A] Bonds; or (b) is treated as the owner of any 2026[A] 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 in the Rule) has been provided to the MSRB consistent with the Rule.
“Holder” shall mean either the registered owners of the 2026[A] Bonds, or, if the 2026[A] 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 Securities and Exchange Commission, filings with the MSRB are to be
2 made through the Electronic Municipal Market Access (EMMA) website of the MSRB currently located at http://emma.msrb.org.
“Official Statement” shall mean the final Official Statement, dated June 5, 2025, prepared in connection with the sale and offering of the Commission’s San Francisco Water Revenue Bonds, 2025 Series DEF, 2025 Sub- Series D (Regional Water and Local Water), San Francisco Water Revenue Bonds, 2025 Series DEF, 2025 Sub-Series E (Hetch Hetchy Water), and San Francisco Water Revenue Bonds, 2025 Series DEF, 2025 Sub-Series F (Refunding). “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 Water 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 8, HISTORICAL WHOLESALE AND RETAIL WATER SALES”;
(c) An update for the prior Fiscal Year of the table in the Official Statement entitled “TABLE 17, HISTORICAL AND ADOPTED PERCENTAGE INCREASES (DECREASES) IN WHOLESALE WATER RATES,” provided that such update need include rate increases (decreases) through the end of the prior Fiscal Year;
(d) An update for the prior Fiscal Year of the table in the Official Statement entitled “TABLE 20, HISTORICAL AND ADOPTED PERCENTAGE INCREASES (DECREASES) IN RETAIL WATER RATES,” provided that such update need include rate increases (decreases) through the end of the prior Fiscal Year;
3 (e) An update for the prior Fiscal Year of the table in the Official Statement in the section entitled “OBLIGATIONS PAYABLE FROM REVENUES – Outstanding Parity Revenue Bonds” showing all bonds of the SFPUC secured by Revenues; and (f) An update for the prior Fiscal Year of the table in the Official Statement entitled “TABLE 25, HISTORICAL REVENUES, OPERATING & MAINTENANCE EXPENSES AND DEBT SERVICE COVERAGE.”
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.
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 2026[A] 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 2026[A] Bonds, or other material events affecting the tax status of the 2026[A] 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 2026[A] 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 action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material;
14. Appointment of a successor or additional trustee or the change of name of a trustee, if material;
4 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 under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the SFPUC, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the SFPUC. (b) Whenever the SFPUC obtains knowledge of the occurrence of a Listed Event in 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 2026[A] 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 2026[A] Bonds.
If such termination occurs prior to the final maturity of the 2026[A] 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 2026[A] 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
5 issuance of the 2026[A] 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 2026[A] Bonds or (ii) does not, in the opinion of the City Attorney or nationally recognized bond counsel, materially impair the interests of the Holders.
In the event of any amendment or waiver of a provision of this Disclosure Certificate, the SFPUC shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the SFPUC. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements: (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5; and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles.
SECTION 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the SFPUC from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the SFPUC chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this 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 2026[A] 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, Holders and Beneficial Owners from time to time of the 2026[A] Bonds, and shall create no rights in any other person or entity.
6 Dated as of the date first written above.
PUBLIC UTILITIES COMMISSION OF THE
CITY AND COUNTY OF SAN FRANCISCO
By: ________________________________________
General Manager
Approved as to Form:
DA VID CHIU
CITY ATTORNEY
By: ________________________________________
Deputy City Attorney
7 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: San Francisco Water Revenue Bonds, 2026 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:
Norton Rose Fulbright US LLP draft of 12/30/25
CONTINUING DISCLOSURE CERTIFICATE
$[PAR AMOUNT]
Public Utilities Commission of the
City and County of San Francisco
Wastewater Revenue Bonds,
2026 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 Wastewater Revenue Bonds, 2026 Series [A] (the “2026[A] Bonds”).
The 2026[A] Bonds are being issued pursuant to a Seventeenth Supplemental Indenture, dated as of July 1, 2024 (the “Nineteenth Supplemental Indenture”), by and between the SFPUC and U.S. Bank Trust Company, National Association, as successor to U.S. Bank National Association, as trustee (the “Trustee”). The Nineteenth Supplemental Indenture supplements the Indenture, dated as of January 1, 2003 (as amended and supplemented, including as supplemented by the Nineteenth Supplemental Indenture, the “Indenture”), by and between the SFPUC and the Trustee. The SFPUC covenants and agrees as follows:
SECTION 1. Purpose of the Disclosure CertificateThis Disclosure Certificate is being executed and delivered by the SFPUC for the benefit of the Holders and Beneficial Owners of the 2026[A] 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 2026[A] Bonds (including persons holding 2026[A] Bonds through nominees, depositories or other intermediaries) including, but not limited to, the power to vote or consent with respect to any 2026[A] Bonds or to dispose of ownership of any 2026[A] Bonds; or (b) is treated as the owner of any 2026[A] 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 in the Rule) has been provided to the MSRB consistent with the Rule.
“Holder” shall mean either the registered owners of the 2026[A] Bonds, or, if the 2026[A] Bonds are registered in the name of The Depository Trust Company or another recognized depository, any applicable participant in such depository system.
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“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 Securities 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 http://emma.msrb.org.
“Official Statement” shall mean the final Official Statement, dated July 18, 2024, prepared in connection with the sale and offering of the Wastewater Revenue Bonds, 2024 Series A (SSIP) (Green Bonds) (Federally Taxable), 2024 Series B (Non-SSIP) (Federally Taxable), 2024 Series C (SSIP) (Green Bonds), and 2024 Series D (Non-SSIP). “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 Wastewater Enterprise for the prior Fiscal Year, prepared in accordance with generally accepted accounting principles applicable to the SFPUC from time to time. If the SFPUC’s audited 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 6 – SUMMARY OF ACTIVE SEWER ACCOUNTS BY USER TYPE;”
(c) An update for the prior Fiscal Year of the table in the Official Statement entitled “TABLE 15 – ADOPTED SINGLE-FAMILY AND MULTI-FAMILY RESIDENTIAL MONTHLY SEWER SERVICE CHARGES”;
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(d) An update for the prior Fiscal Year of the table in the Official Statement entitled “TABLE 16 – ADOPTED SIMPLIFIED RESIDENTIAL MONTHLY STORMWATER RUNOFF COMPONENT OF THE SEWER SERVICE CHARGE BY TIER”;
(e) An update for the prior Fiscal Year of the table in the Official Statement entitled “TABLE 18 – ADOPTED NON-RESIDENTIAL MONTHLY SEWER SERVICE CHARGES”; (f) An update for the prior Fiscal Year of the table in the Official Statement entitled “TABLE 19 – ADOPTED STANDARD STORMWATER MONTHLY STORMWATER RUNOFF COMPONENT OF THE SEWER SERVICE CHARGE”;
(g) An update for the prior Fiscal Year of the tables in the Official Statement in the sections entitled “OBLIGATIONS PAYABLE FROM NET REVENUES – Outstanding Parity Revenue Bonds” and “– Parity Loans” showing all bonds and other obligations of the SFPUC secured by Net Revenues; and (h) An update for the prior Fiscal Year of the table in the Official Statement entitled “TABLE 25 – HISTORICAL REVENUE, OPERATING & MAINTENANCE EXPENSE AND DEBT SERVICE COVERAGE FOR FISCAL YEARS ENDED JUNE 30.”
Any or all of the items listed above may be set forth in a document or set of documents, or may be included by specific reference to other documents, including official statements of debt issues of the SFPUC or related public entities, which are 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.
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 2026[A] Bonds:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults, if material;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB), other material notices or determinations with respect to the tax status of the 2026[A] Bonds, or other material events affecting the tax status of the 2026[A] 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 2026[A] Bonds, if material;
11. Rating changes;
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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 action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material;
14. Appointment of a successor or additional trustee or the change of name of a trustee, if material;
15. Incurrence of a Financial Obligation of the SFPUC, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the SFPUC, any of which affect Holders, if material; and
16. Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the SFPUC, any of which reflect financial difficulties.
Note: for the purposes of the event identified in subparagraph (12), the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the SFPUC in a proceeding under the United States Bankruptcy Code or in any other proceeding under State or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the SFPUC, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the SFPUC. (b) Whenever the SFPUC obtains knowledge of the occurrence of a Listed Event in Section 5(a), the SFPUC shall, or shall cause the Dissemination Agent (if not the SFPUC) to, file a notice of such occurrence with the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of 10 business days after the occurrence of the Listed Event. Notwithstanding the foregoing, notice of a Listed Event described in subsection (a)(8) above need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to holders of affected 2026[A] Bonds under the Indenture.
(c) The SFPUC intends to comply with the Listed Events described in Section 5(a)(15) and Section 5(a)(16) and the definition of “Financial Obligation” in Section 2, with reference to the Rule, any other applicable federal securities laws and the guidance provided by the 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 2026[A] Bonds. If such termination occurs prior to the final maturity of the 2026[A] 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
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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), 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 2026[A] 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 2026[A] 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 2026[A] Bonds or (ii) does not, in the opinion of the City Attorney or nationally recognized bond counsel, materially impair the interests of the Holders.
In the event of any amendment or waiver of a provision of this Disclosure Certificate, the SFPUC shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the SFPUC. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements: (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5; and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles.
SECTION 9. Additional Information
Nothing in this Disclosure Certificate shall be deemed to prevent the SFPUC from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the SFPUC chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this 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 2026[A] 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.
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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 2026[A] Bonds, and shall create no rights in any other person or entity.
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Dated as of the date first written above.
PUBLIC UTILITIES COMMISSION OF THE
CITY AND COUNTY OF SAN FRANCISCO
By:
General Manager
Approved as to form:
DA VID CHIU
CITY ATTORNEY
By:
Deputy City Attorney
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CONTINUING DISCLOSURE CERTIFICATE
EXHIBIT A
FORM OF NOTICE TO THE
MUNICIPAL SECURITIES RULEMAKING BOARD
OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: Public Utilities Commission of the City and County of San Francisco Name of Issue: Wastewater Revenue Bonds, 2026 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
FILE NO. ORDINANCE NO.
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25 [San Francisco Public Utilities Commission Funding of Outstanding Indebtedness for 525 Golden Gate Avenue – Issuance of Revenue Bonds and Other Forms of Indebtedness by Water Enterprise Not to Exceed $XXX, Wastewater Enterprise Not to Exceed $XXX, and Power Enterprise Not to Exceed $XXX]
Ordinance authorizing the issuance and sale by the San Francisco Public Utilities Commission (“Commission”) of (a) tax-exempt or taxable Water Revenue Bonds and other forms of indebtedness (as described below) in an aggregate principal amount not to exceed $xxxx; (b) tax-exempt or taxable Wastewater Revenue Bonds and other forms of indebtedness (as described below) in an aggregate principal amount not to exceed $xxxx; and (c) tax-exempt or taxable Power Revenue Bonds and other forms of indebtedness (as described below) in an aggregate principal amount not to exceed $xxxx, to prepay each enterprise’s allocable share of Base Rental Payments under that certain Project Lease related to financing the cost of the Commission’s headquarters at 525 Golden Gate Avenue, and ratifying previous actions taken in connection therewith.
NOTE: Unchanged Code text and uncodified text are in plain Arial font. Additions to Codes are in single-underline italics Times New Roman font. Deletions to Codes are in strikethrough italics Times New Roman font. Board amendment additions are in double-underlined Arial font. Board amendment deletions are in strikethrough Arial font. Asterisks (* * * *) indicate the omission of unchanged Code subsections or parts of tables.
Be it ordained by the People of the City and County of San Francisco:
Section 1. Findings. The Board of Supervisors (“Board”) of the City and County of San Francisco hereby finds and declares as follows:
a. Pursuant to Resolution No. 87-08, adopted by the Board on February 26, 2008, and signed by the Mayor on February 29, 2008 (“Authorizing Resolution”), this Board authorized the execution and delivery of Certificates of Participation to finance the costs of construction of an office building located at 525 Golden Gate Avenue (“Commission Headquarters”) for the Commission; and
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25 b. Pursuant to the Authorizing Resolution, the City authorized the execution and delivery of its Certificates of Participation, Series 2009C (525 Golden Gate Avenue-San Francisco Public Utilities Commission Office Project) in the aggregate principal amount of $38,120,000 (“2009C Certificates”) and its Certificates of Participation, Series 2009D (525 Golden Gate Avenue-San Francisco Public Utilities Commission Office Project) in the aggregate principal amount of $129,550,000 (“2009D Certificates”, and collectively with the 2009C Certificates, the “Certificates”) to finance the cost of the Commission Headquarters; and
c. In connection with the Certificates, the City leased certain property to the Trustee under that certain Property Lease, dated October 1, 2009, between the City, as lessor, and the Trustee named under the Trust Agreement (defined below), as lessee (“Property Lease”), and such property was leased back to the City under that certain Project Lease, dated October 1, 2009, between the City, as lessee, and the Trustee, as lessor (“Project Lease”); and
d. The Certificates were executed and delivered pursuant to the terms of the Trust Agreement, dated October 1, 2009, between the City and the Trustee named therein (“Trust Agreement”), and the Certificates are payable from Base Rental Payments payable by the City under the terms of the Project Lease; and
e. Pursuant to a memorandum of understanding between the City and the Commission, the Commission has from enterprise revenue (water, wastewater, and power revenues) allocable by square footage used by each enterprise at the Commission Headquarters reimbursed the General Fund of the City for payments made in respect to the Certificates; and
f. The 2009C Certificates have been fully paid; and
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25 g. The 2009D Certificates were issued as Federally Taxable-Build America Bonds and have an outstanding principal balance of $115,245,000 as of January 1, 2026; and h. The City and the Commission have determined that it is in their mutual best interests to prepay the Base Rental Payments under the Project Lease and retire and discharge the outstanding 2009D Certificates with revenues from the Commission; and i. The Commission has previously issued certain of its water enterprise revenue bonds as Federally Taxable-Build America Bonds, of which there are outstanding a principal balance of $351,470,000 as of January 1, 2026, and certain of its wastewater enterprise revenue bonds as Federally Taxable-Build America Bonds, of which there are outstanding a principal balance of $161,985,000 as of January 1, 2026 (collectively, “SFPUC Build America Bonds”); and
j. Pursuant to Proposition E approved by the voters of the City on November 5, 2002, as amended by Proposition A approved by the voters of the City on June 5, 2018 (as amended, “Proposition E”), the Commission is authorized to issue revenue bonds, including notes, commercial paper or other forms of indebtedness, when authorized by ordinance approved by a two-thirds vote of the Board of Supervisors, for the purpose of reconstructing, replacing, expanding, repairing, or improving water facilities, clean water facilities, power facilities, or combinations of water, clean water, and power facilities under the jurisdiction of the Commission or for any other lawful purpose of the water, clean water, or power utilities of the City in furtherance of the purposes provided in Proposition E; and k. (1) By Resolution [xx], adopted by the Commission on [x], 2026 (“Commission Water Resolution”), the Commission has determined to issue Water Revenue Bonds (“Water Revenue Bonds”) and other forms of indebtedness (including, without limitation, commercial paper) in an amount not to exceed [$xx], (2) by Resolution [xx], adopted by the Commission on [x], 2026 (“Commission Wastewater Resolution”),the Commission has determined to issue
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25 Wastewater Revenue Bonds (“Wastewater Revenue Bonds”) and other forms of indebtedness (including, without limitation, commercial paper) in an amount not to exceed [$xx] and (3) by Resolution [xx], adopted by the Commission on [x], 2026 (“Commission Power Resolution”), the Commission has determined to issue Power Revenue Bonds (“Power Revenue Bonds”) and other forms of indebtedness (including, without limitation, commercial paper) in an amount not to exceed [$xx] related to the respective enterprise (such Commission Water Resolution, Commission Wastewater Resolution and Commission Power Resolution collectively, the “Commission Resolutions,” all such bonds, collectively the “Bonds”, and each issuance of Bonds or other indebtedness referred to as a “series”) to provide the City with funds to prepay and discharge the 2009D Certificates and thereby refinance the costs of the Commission Headquarters and/or to refund all or a portion of the SFPUC Build America Bonds (collectively, “Refinancing Project”); and
l. The Commission has determined that the issuance of the Bonds for the Refinancing Project is desirable due to significant non-economic factors, including the avoidance of risk that the Federal government may further reduce subsidy payments made with respect to the Build America Bonds (including the 2009D Certificates and the SFPUC Build America Bonds) and, in the case of the refinancing of the 2009D Certificates, the corresponding reduction of obligations for the General Fund ( those 2009D Certificates related to the Commission’s Headquarter Building) to make payments with respect to the Commission Headquarters, and the Board concurs with such determinations by the Commission; and m. To finance the costs of the Refinancing Project, the Board now desires to authorize the Commission to issue and sell the Bonds as described above for such purposes.
Section 2. Authorization to Issue Bonds and other forms of indebtedness. The Board hereby authorizes the Commission to cause the issuance and sale of taxable or tax- exempt Bonds in one or more series from time to time pursuant to Proposition E and in
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25 accordance with the Commission Resolutions, in an aggregate principal amount not to exceed the respective amounts set forth in the Commission Resolutions (inclusive of financing costs), and bearing a maximum rate or rates of interest of not to exceed twelve percent (12%) per annum, to finance the costs of the Refinancing Project. The Commission is hereby further authorized to determine the timing, amount and manner of sale (whether competitive, negotiated, or otherwise) of each series of Bonds, pursuant to this authorization; provided however, the Commission’s authorization to issue each series of Bonds is subject to approval by the Commission of the form of substantially final offering documents related to such series (if any) and the approval of any related agreements, financing documents (in each case to the extent such approvals have not already been granted) and the filing with its Board and the Clerk of the Board any certifications required by Proposition E prior to the issuance of each series of Bonds or incurrence of any indebtedness authorized by this Ordinance. The Commission shall also file with the Clerk of the Board of Supervisors, within 30 days of closing any series of Bonds or other form of indebtedness authorized hereby, (i) the form of a disclosure document (if any) prepared in connection with the execution of any series of Bonds or other forms of indebtedness, and (ii) a report showing the results of the transaction, including (a) principal amount sold and method of sale, (b) true interest cost, (c) final maturity, (d) the 2009D Certificates and/or the SFPUC Build America Bonds that were refinanced (including principal amounts), and (e) a statement about the remaining bonding authorization under this Ordinance (“Bond Report”), provided that the failure to file such disclosure documents (if any) or the Bond Report shall not affect the validity of any debt authorized by this Ordinance.
Section 3. General Authority; Discharge of 2009 Certificates. The Controller of the City (“Controller”), the Treasurer of the City (“Treasurer”), the City Attorney and other officers of the City, including the Director of the Office of Public Finance, and their duly
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25 authorized deputies and agents are authorized and directed, jointly and severally, to take such necessary or appropriate actions to implement the prepayment of the Base Rental payments under the Project Lease and the discharge of the 2009D Certificates with the proceeds of the Bonds, including without limitation, the termination of the Property Lease and Project Lease related thereto, and the designation and appointment of all banking institutions required to determine the redemption price of the 2009D Certificates (“Prepayment Pricing Agent”), and, further, to execute and deliver such certificates, agreements, requests or other documents, as they may deem necessary or desirable to facilitate the issuance, sale and delivery of each series of Bonds or other forms of indebtedness, to obtain bond insurance or other credit or liquidity enhancements with respect to any such series, and otherwise to carry out the provisions of this Ordinance.
Section 4. Ratification of Prior Actions. All actions authorized and directed by this Ordinance in connection with the issuance of the Bonds or other forms of indebtedness and previously taken are hereby ratified, approved and confirmed by this Board.
Section 5. File Documents. All documents referred to as on file with the Clerk of the Board are in File Nos. ____________.
Section 6. Effective Date. This ordinance shall become effective at 12:00 a.m. on the 31st day after enactment. Enactment occurs when the Mayor signs the ordinance, the Mayor returns the ordinance unsigned or does not sign the ordinance within ten days of receiving it, or the Board of Supervisors overrides the Mayor’s veto of the ordinance.
APPROVED AS TO FORM:
DAVID CHIU, City Attorney
By: /s/__________________
Sheryl L. Bregman Deputy City Attorney