CleanPowerSF Sfpuc Commission
June 9, 2026

1 Nikolai J. Sklaroff,
Capital Finance Director
June 9, 2026
Financing Authorization
2026 Direct Purchase and
Build America Bonds Risk Mitigation

Agenda
• FY 2025-26 Capital Financing Plan
• 2026 Direct Purchase
o 2009 Certificates of Participation, Series D (525
Golden Gate)
o 2010 Water and Wastewater Build America Bonds
• Proposed Commission Actions
• Proposed Referral to Board of Supervisors
2 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
• Transactions 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)
History of Interest Rates
(Taxable and Tax-Exempt Indices)
4 • Lower tax-exempt rates and higher US Treasury yields (i.e. lower ratios) improve savings from refunding taxable Build America Bonds with tax-exempt bonds
30-YEAR HISTORICAL MMD AND UST YIELDS

0.00%

1.00%

2.00%

3.00%

4.00%

5.00%

6.00%

7.00%

8.00%

9.00% 30Y MMD 30Y UST
10-Year Average 30Y UST 10-Year Average 30Y MMD
May-20 30-Year Avg.
30-Year MMD 4.53% 3.96%
30-Year UST 5.11% 4.18%
30-Year MMD/UST 88.58% 96.09%
Source: LSEG Municipal Market Monitor, J.P. Morgan as of 05/20/2026 _________________
Source: Refinitiv TM3 as of May 21, 2026, courtesy of Montague DeRose and Associates. • Tax exempt benchmark interest rates over time ("Yield Curve") published by Municipal Market Data (MMD) as of
May 21, 2026
Market Overview
(Tax-Exempt Interest Rates)
5 0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%

3.50%

4.00%

4.50%

5.00%

5.50%

6.00%

6.50%
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 AAA MMD Yield
Years to Maturity
AAA MMD Yield Curves Last 30 Years
1 Yr Range 5/21/2026 30 Year Lows 30 Year Highs 10 Year Median Transaction Description
• Direct purchase or other forms of indebtedness will:
• Mitigate risks associated with Build America Bonds
6 Purpose Amount (Up to)*
2009 City and
County of San
Francisco
Certificates of
Participation, Series
D (2009D COPs)
Prepayment of the 2009D COPs to mitigate risk
of the federal government reducing or eliminating
Build America Bond subsidy payments.

Water: $93M
Wastewater: $25M
Power: $13M
2010G Water
Revenue Build
America Bonds
(BABs)
Refund outstanding Water Series 2010G Bonds
to mitigate risk of the federal government
reducing or eliminating Build America Bond
subsidy payments.
$400M
2010B Wastewater
Revenue Build
America Bonds
(BABS)
Refund outstanding Wastewater Series 2010B
Bonds to mitigate risk of the federal government
reducing or eliminating Build America Bond
subsidy payments.
$200M
Direct Purchase
7 • On May 19, 2025, RFP was sent to the Controller's Office 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
• Based on market rates on day of pricing 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
• May result in a modest premium compared to public market sale but does not require comprehensive primary disclosure and rating flexibility and savings
• Provides crucial timing flexibility to execute when rates are favorable
Direct Purchase Process
SFPUC's Build America Bonds
8 2009 and 2010
The SFPUC took advantage
of a federal program made
available in these years to
issue taxable bonds called
“Build America Bonds”
(BABs).

BABs were issued at
higher taxable rates but
the Federal Government
was obligated to pay the
issuer a 35% subsidy on
bond interest payments.

March 2013
The 35% subsidy
has been reduced
below the obligated
level since March
2013 due to
sequestration from
the Budget Control
Act of 2011.
2021
The subsidy cuts have
been as high as 8.7%
in 2013 but since 2021,
the subsidy payments
have been reduced by

5.7%. The 5.7%
reduction is expected to
continue through Fiscal
Year 2031, which
translates into a 33%
subsidy.
2025
The subsidy
reduction has
resulted in more
than $25 million
in cost to date
for SFPUC’s
three enterprises.

Jan 2024 – Apr 2025
$19.3 billion of outstanding
BABs have been
refinanced in the market with
extraordinary optional
redemption provisions.

June 2025
The SFPUC
executed a
BABs refunding
for outstanding
water revenue
bonds Series
2010E and
2010E with tax-
exempt bonds.

Certificates of Participation
(Series 2009D)
• City issued Certificates of
Participation (COPs) as taxable
Build America Bonds to pay a
portion of the cost of the SFPUC’s
525 Golden Gate Avenue building
• COPs secured by General Fund
lease payments, but paid by the
SFPUC (Memorandum of
Understanding)
• Payments allocated among
enterprises based on square
footage facility use at the time of
issuance:
• Water Enterprise - 71.4%
• Wastewater Enterprise -18.9%
• Power Enterprise – 9.7%
9 BABs/Tax Credit Exposure
(Federal Payments)
10 Series​ Final
Maturity​ Original Par​ Outstanding as
of 3/31/2026
Average Annual
Subsidy
FY26-FY30
(no sequestration)
Average Annual
Subsidy
FY26-FY30
(5.7% sequestration)
Water Series 2010B 11/1/2040 $417,720,000 Refunded as
part of the
2025F Water
Bonds

N/A N/A
Water Series 2010E 11/1/2040 344,200,000 Refunded as
part of the
2025F Water
Bonds

N/A N/A
Water Series 2010G 11/1/2050 351,470,000 351,470,000 (8,549,508) (8,062,186) Wastewater Series 2010B 10/1/2040 192,515,000 161,985,000 (2,983,898) (2,813,816) 525 Golden Gate COPS
Series 2009D 11/1/2041 129,550,000 115,245,000 (2,426,684) (2,288,363) 2011 Qualified Energy
Cons. Bonds (QECBs) 12/15/2027 8,291,000 1,164,899 (25,814)* (24,343)* 2015 New Clean Renewable
Energy Bonds (NCREBs) 10/25/2032 4,100,000 1,117,133 (27,349) (25,790) Total $1,447,846,000 $631,344,801 ($13,987,439) ($13,190,155) *The 2011 Qualified Energy Conservation Bonds (QECBs) mature in FY 2028; average annual subsidy is from FYE 26 - 28.

How to Refinance BABs
11 • Outstanding BABs lack 10-year par
call of typical tax-exempt bonds
• BABs optionally callable only
through compensating investors for
loss of future earnings on
remaining average life of the bonds
based on a spread to US
treasuries:
a) a make-whole call (“MWC”) designed
to make the investors whole for their
lost earnings, price usually discounted
at 25 basis points (or 0.25%)
b) an extraordinary optional redemption
provision (“ERP”), price usually
discounted at 100 basis points (or

1.00%)

Extraordinary Redemption
12 • Different issuers have different redemption features • The SFPUC’s extraordinary redemption language provides flexibility • The SFPUC is guided by advice of its Bond Counsel Norton Rose Fulbright LLP and Stradling Yocca Carlson & Rauth LLP and Financial Advisors PFM Financial Advisors, LLC and independent pricing advisor Montague DeRose Associates

Using Extraordinary Redemption
13 • 2009 and 2010 - State and Local Government issued $181 billion of Build America Bonds (2,275 separate bond issues)
• $27.2 billion have been refinanced with extraordinary optional redemption provisions January 2024 thru May 2026
• $16.2 billion in 2024
• $6.5 billion in 2025
• $4.6 billion BABs refunded 2026 YTD
• $75.3 billion BABs outstanding
Source: Barclays, Bloomberg, as of 5/26/2026. Note: Includes BAB , ERP refundings from 1/1/2024 –5/26/2026 0 5,000
10,000
15,000
20,000
25,000
2026 2027 2028 2029 2030 2031 2032 2033 2034 2035 2036 2037 2038 2039 2040 2041 2042 2043 2044 2045 2046 2047 2048 2049 2050 2057 $ Millions
Total BABs Refunded vs. Outstanding Refunded
Outstanding
California Examples
14 For Orange County Local
Transportation Authority
Measure M2 Sales Tax
Revenue Refunding Bonds
$228 Million
For City of Los Angeles
Wastewater System
Revenue Refunding Bonds
$518 Million
For East Bay Municipal
Utility District Water
System Revenue
Refunding Bonds
$362 Million
For San Francisco Public
Utilities Commission Water
Revenue Refunding Bonds
$550 Million
Benefits of Refunding BABs
15 Eliminates further risk of
reduction or elimination of the
Federal BABs subsidy which
now relies on Congressional
action to waive sequestration
Provides valuable ‘call
optionality’ back into our debt
portfolio by issuing tax-exempt
refunding bonds with a standard
10-year par call
Proposed authorization enables
SFPUC to be nimble in
implementing a tax-exempt
refinancing
Proceed with refunding of COPs,
Water BABs 2010G, and/or
Wastewater BABs 2010B
if/when they produce positive
projected cash flow savings
when bonds are sold or if future
subsidies are in jeopardy
Potential Savings
16 Projected NPV Savings, as of May 26, 2026
Refunding of:

If We Assume Subsidy
Payments Continue
(33% with 5.7% Sequestration)
If We Assume Future Federal
Subsidy Payments Eliminated
(0% with full Sequestration)
Water Series 2010G -6.56% 19.33%
Wastewater Series
2010B 1.43% 13.96%
525 Golden Gate
COPS Series 2009D
-0.44% 15.20%
Aggregate -3.38% 17.19%
*Preliminary, subject to change. Current estimates based on rates as of May 26, 2026.

Potential Cashflow Savings
17 Projected Cashflow Savings, as of May 26, 2026
Refunding of:

If We Assume Subsidy
Payments Continue
(33% with 5.7% Sequestration)
If We Assume Future Federal
Subsidy Payments Eliminated
(0% with full Sequestration)
Water Series 2010G -$18,745,310 $111,583,218
Wastewater Series
2010B $3,025,748 $27,071,048
525 Golden Gate
COPS Series 2009D $12,541,789 $34,194,361
Aggregate -$3,177,773 $172,848,672
*Preliminary, subject to change. Current estimates based on rates as of May 26, 2026. 2009
COPs
Series D
2010
Water BABs
Series G
2010
Wastewater
BABs Series B
Total†
SOURCES:

Par Amount $94,380 $129,175 $351,470 $575,025
Premium 13,044 $17,890 $41,114 72,048
Reserve Release 10,237 $15,853 $13,928 40,018
Accrued Interest 218 - - 218
Total Sources $117,879 $162,918 $406,512 $687,309
Cash Deposit to
Refunding Escrow $117,530 $162,535 $405,907 $685,972
Total Issuance Costs 349 384 606 1,339
Total Uses $117,879 $162,918 $406,512 $687,309
Sources & Uses of Funds
(in thousands)
18*Preliminary, subject to change. Current estimates based on rates as of May 26, 2026†Totals may not add due to independent rounding.

SFPUC Credit Ratings
(as of May 31, 2026)
19 ^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
Long Term Credit Ratings (Credit Outlook)^
Moody's Investors
Service
S&P Global
Ratings
Fitch
Ratings
Water Enterprise Aa2
(Stable)
AA-
(Stable) --
Wastewater
Enterprise
Aa2
(Stable)
AA
(Negative) --
Power Enterprise -- AA
(Stable)
AA-
(Stable)
CleanPowerSF† A1
(Stable) -- --
20 • SB 450 enacted in October 2017 requires local agencies to disclose estimates of certain debt financing-related information at authorization:
"Good Faith Estimate"
(as Required by SB 450)
True
Interest Cost
(TIC)
Finance
Charge
of the Bonds
Amount of
Proceeds Received
from Sale
Total Payment
Amount
2009D
COPs

3.15% $349,106 $107,424,090 $136,160,558
2010G
Water
BABs

3.95% $605,737 $392,584,411 $621,924,250
2010B
Wastewater
BABs

3.04% $383,638 $147,065,076 $182,611,750
Preliminary and subject to change based on market conditions at the time the bonds are sold. Current estimates based on rates as of May 26, 2026.

Transaction Documents
21 • 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
Fifth Supplemental Indenture for
Power Enterprise; 53rd Supplemental
Indenture for Water Enterprise; 19th
Supplemental Indenture for
Wastewater Enterprise
• Outlines disclosure reporting
requirements during term of
bonds
Continuing Disclosure Certificate
• Authorizes issuance of water,
wastewater, and power bonds or other
indebtedness to prepay the COPs and
other BABs of the SFPUC
Form of Board of Supervisors
Ordinance
Recommendations
22 • Authorize issuance of bonds or other forms of indebtedness up to:
• $130 million to prepay base rental payments under that certain Project Lease to Refinance Outstanding 2009 City and County of San Francisco Certificates of Participation, Series D (BABs) • $400 million to refund 2010 Water Revenue Bonds Series G (BABs) • $200 million to refund 2010 Wastewater Revenue Bonds Series B (BABs)
• Approve form of related bond sale documents
• Authorize General Manager to enter into one or more bond purchase contracts with Barclays
• Authorize the General Manager to prepare and propose for introduction an ordinance for adoption by the Board of Supervisors and approval by the Mayor, authorizing the issuance of bonds or other forms of indebtedness to refinance the 525 Golden Gate Avenue COPs, as well as to refund certain BABs
23 June 9 Commission Approval of 2026
Direct Purchase for COPs and
other BABs
June 23 Ordinance introduced to Board
of Supervisors
September 25 Board of Supervisors
Ordinance Passage
October 25 Effective Date of Ordinance
TBD – Based
on Rates*
Potential Pricing 2009D COPs
Prepayment from Direct
Purchase and/or Commercial
Paper
Two
weeks later
Closing 2009D COPs
Prepayment
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
September

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
Financing Schedule*
October

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
24 Questions
SFPUC Capital Finance Team
Nikolai J. Sklaroff, Capital Finance Director
Edward Kwong, Capital Finance Analyst
Daniel Fuchs, Capital Finance Analyst
Eric Kwak, Debt Analyst
Earl Dunivan, Debt Analyst

AGENDA ITEM
Public Utilities Commission
City and County of San Francisco

DEPARTMENT Financial Services

AGENDA NO.

7 MEETING DATE June 9, 2026

Calendar: Regular Calendar
Project Manager: Nikolai J. Sklaroff

Authorize the Issuance of up to $731 Million to Fund Outstanding Indebtedness for the 525 Golden Gate Avenue Headquarters Building and to Refund Build America Bonds

Summary of
Proposed
Commission
Action:

Authorize the issuance of bonds or other forms of indebtedness (1) to fund the remaining development costs for 525 Golden Gate Avenue, the San Francisco Public Utilities Commission (SFPUC) headquarters building, in an amount of up to $731 million by prepaying outstanding 2009 City and County of San Francisco Certificates of Participation, Series D, executed and delivered as Build America Bonds (BABs) and (2) to refund SFPUC’s outstanding BABs with proceeds of Revenue Bonds or other debt obligations (including Commercial Paper Notes) of the Water, Wastewater, and Power Enterprises, as applicable, issued in an aggregate principal amount up to $493 million, $225 million, and $13 million, respectively; authorize the General Manager to enter into one or more bond purchase contracts with Barclays Capital Inc., or Barclays Bank PLC (Barclays), subject to the limits on compensation set forth in the resolutions, to execute the proposed refundings and prepayment financing as a direct purchase(s) by Barclays in one or more series; and authorize the General Manager to prepare and propose for introduction of an ordinance to be adopted by the Board of Supervisors and approved by the Mayor, authorizing the issuance of Water, Wastewater and Power bonds (or other forms of indebtedness of each enterprise, including commercial paper) to finance the respective enterprises’ shares of the costs of the 525 Golden Gate Avenue Building, as well as to refund certain BABs of the SFPUC.

Background: Funding of the San Francisco Public Utilities Commission (SFPUC) Headquarters Building at 525 Golden Gate Avenue:

In 2009, the City and County of San Francisco (City) fund ed the development of the SFPUC headquarters building at 525 Golden Gate Avenue by issuing Certificates of Participation, 2009 Series D (2009D COPs), and Build America Bonds (BABs). The SFPUC has been covering the debt service for these costs through payments under a Memorandum of Understanding. The cost of this debt service has been allocated among the three SFPUC enterprises based on square footage of the facility used. The cost is allocated as follows: 71.4% is paid by Execute Agreement: Authorize the Issuance of up to $731 million to Prepay Outstanding 2009 City and County of San Francisco Certificates of Participation Series D, and to refund Water and Wastewater Build America Bonds Commission Meeting Date: June 9, 2026

the Water Enterprise, 18.9% is paid by the Wastewater Enterprise, and

9.7% is paid by the Power Enterprise. The City executed and delivered $167,670,000 aggregate principal of overall COPs , of which the 2009D COPs were a part and issued as federally-taxable BABs with an original par amount of $129,550,000 ($115,245,000 remains outstanding).

The 2009D COPs/BABs were used to finance a portion of the costs of the San Francisco Public Utilities Commission (SFPUC) headquarters office building property owned by the City and located at 525 Golden Gate Avenue. Although secured by lease payments made by the City’s general fund, debt service on the 2009D COPs/BABs is paid by the SFPUC under a Memorandum of Understanding. The City’s payment of the debt service is made in the form of Base Rental Payments.

The primary reason for issuing the 2009D COPs as BABs—and for the SFPUC issuing other revenue bonds as BABs —was to take advantage of the broader and more liquid taxable bond market during the financial crisis, when the municipal tax ‑exempt market had lost significant liquidity. Although BABs carried higher taxable interest rates, the federal program was designed to offset this cost by providing issuers with a direct subsidy equal to 35% of the interest paid on the BABs.

This subsidy was offered in lieu of granting investors the traditional tax exemption on municipal bond interest and therefore resembles the yields on a tax exempt rate.

Proposed Prepayment of 2009D COPs and BABs:

The reason for prepaying or refunding these obligations now is to mitigate the risk of loss of that federal subsidy. The assumed 35% BABs subsidy has been reduced below this obligated level every year since March 2013 as a result of “sequestration” – mandatory spending cuts required by federal legislation designed to enforce budget neutrality. To date, sequestration has been due to the Budget Control Act of 2011, which currently requires a 5.7% sequestration of BAB s subsidy payments through federal fiscal year 2031. This 5.7% reduction of the 35% subsidy means that the promised subsidy of 35% of interest is now only paying a subsidy of 33% of interest to the City. This subsidy reduction (which has varied in prior years)
has cost the SFPUC more
than $25 million across its three Enterprises in total BABs subsidy payments.

Separately, legislation implemented during the COVID Pandemic – the American Rescue Plan Act of 2021 – dramatically increased the federal budget deficit by $1.9 trillion. This required additional sequestration (this time under the Statutory Pay -As-You-
Go (PAYGO) Act of 2010, rather
than the federal Budget Control Act) that has the potential to cancel all BABs subsidy payments (i.e., 100% sequestration) in the future.

Congress can terminate, extend, or otherwise modify reductions in BABs subsidy payments due to sequestration at any time, and the Execute Agreement: Authorize the Issuance of up to $731 million to Prepay Outstanding 2009 City and County of San Francisco Certificates of Participation Series D, and to refund Water and Wastewater Build America Bonds Commission Meeting Date: June 9, 2026

sequestration reduction rate could be increased to as much as 100% in future years depending on the impact of other legislation that may be enacted by Congress. Fortunately, the current Congress waived the sequestration for another year through the end of C alendar Year 2026 as part of the Continuing Resolution legislation to reopen the f ederal government, but BABs issuers continue to face the risk of sequestration in subsequent years.

In addition, in the 2025 reconciliation action that resulted in the so- called One Big Beautiful Bill Act , the House Ways and Means Committee initially considered elimination of all tax preferences for BABs. The majority party in Congress has expressed interest in passing a second reconciliation bill in 2026. Having already used other budget balancing options in the first reconciliation, the risk of more aggressive budget solutions (including the elimination of BABs subsidy payments) remains.

In consultation with its municipal advisors, the SFPUC Capital Finance team has recommended that to the extent the SFPUC can mitigate its persistent risk associated with lost BABs subsidies while also producing ratepayer savings (even if th ose savings do not meet the 3% net present value savings threshold of the SFPUC’s debt policy ), such risk mitigation would be a financially prudent strategy. This is a strategy being employed by BABs issuers across the United States. The SFPUC Capital Finance team and its municipal advisors have evaluated and implemented various BABs risk mitigation strategies recently, including:

• In June 2025, the SFPUC issued $550.3 million of Water Revenue Bonds, 2025 Sub-Series F to refund outstanding Water Revenue Bonds, 2010 Sub-Series B (BABs) and Water Revenue Bonds, and 2010 Sub -Series E (BABs) to mitigate this subsidy sequestration risk with cashflow savings of about $2 million per year (refunding the taxable BABs with tax -exempt bonds added another opportunity to potentially refund about $79 million of the bonds in 10 years); and
• In addition to the outstanding 2009D COPs/BABs that would be prepaid, the SFPUC also has Water Revenue Bonds, 2010 Sub- series G (BABs) totaling $351,470,000 and Wastewater
Revenue Bonds 2010 Series B (BABs) totaling $ 161,985,000 remaining outstanding, and SFPUC staff have been continually monitoring these BABs for opportunities to mitigate federal subsidy sequestration exposure, particularly if doing so can also deliver further ratepayer relief in the form of cashflow savings.

The prepayment of the Base Rental Payments that are used to pay debt service on the 2009D COPs/BABs and the financing of the 2009D COPs/BABs prepayment with SFPUC enterprise revenue bonds and Execute Agreement: Authorize the Issuance of up to $731 million to Prepay Outstanding 2009 City and County of San Francisco Certificates of Participation Series D, and to refund Water and Wastewater Build America Bonds Commission Meeting Date: June 9, 2026

the refunding of the other SFPUC revenue bond BABs are being proposed to mitigate risk of the federal government reducing or eliminating the BABs subsidy payments and not as an interest rate saving strategy. The outstanding 2009D COPs/BABs were issued as obligations of the City (not SFPUC enterprise revenue obligations) and will not be refunded, but instead prepaid and the prepayment would be financed with new SFPUC obligations . The potential refundings of the other SFPUC BABs (bullet point #2 above) are not expected to qualify as refunding revenue bonds with debt service savings under the related provisions of the Charter. Accordingly, an issuance of revenue bonds by each of the Enterprises to now f inance the 2009D COPs/BABs prepayment with SFPUC enterprise revenue bond obligations and to potentially refund the SFPUC BABs with commercial paper and/or without using new bond authorization requires further Board of Supervisors’ approval.

Upon approval of these transactions by the Commission, the SFPUC will request authorization from the Board of Supervisors (in the form of the proposed ordinance, included in this package) pursuant to San Francisco Charter Section 8B.124. As of December 17, 2025 , prepayment of the debt service/ Base Rental Payments and the financing of the 2009D COPs/BABs and refunding of the separate SFPUC BABs does not provide net present value (NPV) savings if the subsidies continue at current levels because NPV savings calculation is reduced by the value of the debt service reserve fund on the refunded bonds that will not be replaced with a new reserve; the reserve balance will be released to reduce the size of the borrowing. However , prepayment of the 2009D COPs/BABs with new enterprise bonds is expected to produce cash flow savings , which will reduce ratepayer costs. Moreover, this prepayment and financing risk mitigation strategy would provide substantial savings if the BABs subsidies are further sequestered or terminated. Therefore, given the uncertainty of future federal subsidy payments , the financing of the 2009D COPs/BABs prepayment and the refunding of the other SFPUC BABs is proposed to be authorized without satisfying the 3% net present value debt service savings test typically required for refunding bonds and with newly sought Board of Supervisors authorization.

The financing of the 2009D COPs/BABs prepayment and the refunding of other SFPUC’s BABs, all 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. As noted, the financing and refunding transactions related to the BABs will likely not result in the 3% NPV debt service savings required by policy . Accordingly, the transactions require a waiver of debt service savings test in the “Debt Management Policies & Procedures,” most recently updated and approved by the Commission on November 26, 2019. The SFPUC is currently only expecting to proceed with prepaying or refunding BABs if Execute Agreement: Authorize the Issuance of up to $731 million to Prepay Outstanding 2009 City and County of San Francisco Certificates of Participation Series D, and to refund Water and Wastewater Build America Bonds Commission Meeting Date: June 9, 2026

doing so at the time of execution, lowers debt service payments . A prepayment or refunding of prior BABs which funded a Debt Service Reserve Fund (DSRF) – funds set aside to protect investors - with new revenue bonds that no longer require such reserve funds due to the SFPUC’s strong credit ratings , is not likely to achieve 3% N PV savings due to the need to deduct the release of the existing DSRF in the NPV savings calculation.

Summary of Resolutions:

The recommended action for the Commission is to adopt three resolutions: to authorize the issuance of Water, Wastewater, and Power Revenue bonds or other forms of indebtedness (including Commercial Paper Notes) (one resolution for each Enterprise) to finance the 2009D COPs prepayment
, which were originally executed and delivered to
finance the costs of the construction of 525 Golden Gate Avenue and the water and wastewater enterprise’s respective outstanding Build America Bonds.

The three resolutions will approve the form of, and authorize the execution and delivery of, related documents to execute the respective financing and
refunding transactions through the issuance of revenue
bonds to be purchased by Barclays and of other debt obligations, such as Commercial Paper Notes, to be sold through existing dealer relationships. The three resolutions will authorize the General Manager to negotiate each sale in one or more series of bonds, as the General Manager determines is in the best financial interest of the SFPUC based on then prevailing market conditions.

Proposed Prepayment and Refunding:

Method of Sale: In the proposed transactions, purchasers were solicited through a competitive RFP process, and the selected purchaser (Barclays) has offered to purchase bonds issued individually by each of the Enterprises, pursuant to a modified bond purchase contract (BPA) similar to the SFPUC’s typical negotiated public offerings. The Bonds would be structured and issued much like any other long-dated, publicly-offered transaction (fixed rates negotiated with coupons and yields, and a ten -year par cal l). However, unlike a standard public offering, the d irect 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 Investors Service or S&P Global Ratings 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.

Execute Agreement: Authorize the Issuance of up to $731 million to Prepay Outstanding 2009 City and County of San Francisco Certificates of Participation Series D, and to refund Water and Wastewater Build America Bonds Commission Meeting Date: June 9, 2026

In addition to the document and disclosure flexibility offered, this transaction offers timing, structuring and delivery flexibility, whil e also streamlining the process, helping the SFPUC to remain nimble to take advantage of optimal rates in a dynamic market environment and favorable market conditions more quickly than it could be with a conventional public offering.

The financing of the prepayment of the 2009D COPs/BABs – debt service of which is paid by the SFPUC pursuant to a Memorandum of Understanding, but which were issued by the City and are secured by the General Fund - is subject to Board of Supervisors and Mayor’s approval and therefore could be issued no sooner than Summer 2026.

Depending on market conditions during the summer, the determination will be made whether to proceed with the proposed sale of each of the respective enterprise obligations using the Barclays direct purchase (to lock in long-term fixed rates) or to prepay the 2009D COPs/BABs with commercial paper issuances of each Enterprise to be later re-financed with the issuance of the subsequent long- term revenue bond issuance of each respective Enterprise, depending on the timing of each.

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. T he long lead times and dedication of staff and financing team resources for comprehensive primary disclosure for small stand- alone refunding transactions is relatively inefficient. A disclosure document for obligations of all three enterprises at the same time would be a mas sive and disruptive disclosure undertaking. The proposed direct purchase transactions may result in the incurrence of a modest interest rate premium not present on a comparable SFPUC public market transaction, but the ability to reduce the time needed to secure interest rates is increasingly valuable in a current volatile market environment . B
eing able to close a sale
quickly would allow the SFPUC to take advantage of short availability of the appropriate relationship between taxable rates, which determine the price of the redemption of the BABs , and the tax -exempt rates which determine the rate paid on the new or refunding bonds.

Structure of the Bonds: The financing of the 2009D COPs/BABs prepayment with SFPUC bonds , and the refunding of the other SFPUC BABs would be structured as tax -exempt fixed rate bonds with a final maturity not -to-exceed the maturity of the refunded obligations. The interest rates for the bonds will be determined on the bond pricing date based on market rates and a fixed spread of 2 2-25 basis points, as determined through the competitive RFP process, and will remain fixed while the bonds remain outstanding . Barclays has proposed interest rates of public market scale with a premium of 0.25% (25 basis points) Execute Agreement: Authorize the Issuance of up to $731 million to Prepay Outstanding 2009 City and County of San Francisco Certificates of Participation Series D, and to refund Water and Wastewater Build America Bonds Commission Meeting Date: June 9, 2026

for bonds maturing from 2026 to 2040 and a premium of 0.22% (22 basis points) for bonds maturing from 2041 to 2045.

Transaction Schedule: Depending on market conditions, it is expected that the sale of revenue bonds to prepay the 2009D COPs/BABs and the refunding of the other SFPUC BABs will occur and close during the Summer 2026, subject to Board of Supervisors and Mayor’s approval of the proposed ordinance.

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 of certain costs of the 2026 transactions described herein prepared by the SFPUC’s Municipal Advisor, PFM Financial Advisors LLC, for purposes of compliance with SB 450 and based upon information as of March 31, 2026. Actual results may vary
based on prevailing market conditions
when the bonds are priced.

2009D COPs/BABs Prepayment Financed with respective SFPUC Enterprise Bonds:

SB 450
Required Information
Municipal Advisor’s
Good Faith Estimate

1. True Interest Cost (TIC): 3.43%

2. Finance Charge of the Bonds:
(reflects both costs of issuance and
underwriter’s discount).
$407,356.62

3. Amount of Proceeds Received by $114,443,412.10
Execute Agreement: Authorize the Issuance of up to $731 million to Prepay Outstanding 2009 City and County of San Francisco Certificates of Participation Series D, and to refund Water and Wastewater Build America Bonds Commission Meeting Date: June 9, 2026

the Public Body for Sale of the
Bonds: (less the finance charge and
any capitalized interest)

4. Total Payment Amount: (represents
total estimated debt service, net of
capitalized interest, if any).
$147,441,694.44

2010G Water BABs Refunding:

SB 450
Required Information
Municipal Advisor’s
Good Faith Estimate

2. True Interest Cost (TIC): 4.19%

3. Finance Charge of the Bonds:
(reflects both costs of issuance and
underwriter’s discount).
$800,108.94

4. Amount of Proceeds Received by
the Public Body for Sale of the
Bonds: (less the finance charge and
any capitalized interest)
$387,627,844.40

5. Total Payment Amount: (represents
total estimated debt service, net of
capitalized interest, if any).
$635,749,958.33

2010B Wastewater BABs Refunding:

SB 450
Required Information
Municipal Advisor’s
Good Faith Estimate

3. True Interest Cost (TIC): 3.32%

4. Finance Charge of the Bonds:
(reflects both costs of issuance and
underwriter’s discount).
$483,025.89

5. Amount of Proceeds Received by
the Public Body for Sale of the
Bonds: (less the finance charge and
any capitalized interest)
$152,215,265.85

6. Total Payment Amount: (represents
total estimated debt service, net of
capitalized interest, if any).
$191,203,611.11

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 Execute Agreement: Authorize the Issuance of up to $731 million to Prepay Outstanding 2009 City and County of San Francisco Certificates of Participation Series D, and to refund Water and Wastewater Build America Bonds Commission Meeting Date: June 9, 2026

certain outstanding debt transactions, including the 2015 Power Revenue Bonds Series A (which are being presented to the Commission in a separate staff report on April 14, 2026, as they are not subject to BOS approval and are being refunded under existing authorization), 2009D COPs/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 revised 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 three Resolutions approve the form of and authorize the execution of documents relating to the aforementioned transactions, as described below.
1) Bond Purchase Contract s – The agreement between the SFPUC and the Purchaser (Barclays) setting forth conditions upon which the bonds will be purchased by the Purchaser, and the obligations of both parties, including provisions allowing the Purchaser to not purchase the bonds in the event of certain circumstances.

Supplemental Indentures – The Fifth Supplemental Indenture for financing the prepayment of the 2009D COPs/BABs allocable to the Power Enterprise, the 53rd Supplemental Indenture for refinancing the 2009D COPs/BABs allocable to the Water Enterprise and/or refunding SFPUC’s Water Enterprise other BABs, and the 19
th Supplemental Indenture for financing the
prepayment of the 2009D COPs/BABs allocable to the
Wastewater Enterprise and/or refunding SFPUC’s Wastewater Enterprise other BABs. The Enterprise indentures are
agreements between the SFPUC and the applicable Trustee which sets forth the contractual terms for the related enterprise bonds, including pledge of revenues, flow of funds, covenants, defaults and remedy provisions , and provisions to issue additional debt. The Supplemental Indentures set forth the terms of each individual series of bonds, including maturities, interest rate and terms of early redemption.
2) Continuing Disclosure Certificate s – These documents set forth the SFPUC’s commitment to providing annual financial and operating data disclosure for
each Enterprise, and the ongoing
disclosure of certain enumerated material events as set forth by the Securities and Exchange Commission’s (SEC) Rule 15c2-12.

Execute Agreement: Authorize the Issuance of up to $731 million to Prepay Outstanding 2009 City and County of San Francisco Certificates of Participation Series D, and to refund Water and Wastewater Build America Bonds Commission Meeting Date: June 9, 2026

To facilitate the sale, the SFPUC is required to execute a continuing disclosure certificate (CDC) per Enterprise and financing and 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 disclosure counsel, to develop all aspects of the documents associated with the sale of the 2026 Refundings , including all attachments.

The parties working with the SFPUC on this financing are as follows:
• General Counsel: Office of the San Francisco City Attorney; • Power Bond Counsel: Stradling Yocca Carlson & Rauth LLP for the 2026 Power 2009D COPs/BABs prepayment financing; • Water and Wastewater Bond Counsel: Norton Rose
Fulbright US LLP for the 2026 Water and Wastewater 2009D COPs/BABs prepayment financing and SFPUC Water and
Wastewater Enterprise other BABs refundings;
• Municipal Advisor: PFM Financial 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;
• Purchaser’s Counsel: McDermott Will & Schulte LLP.

The SFPUC’s General Counsel, Power Bond Counsel, Water and Wastewater Bond Counsel, Trustee’s Counsel (to be determined), and Purchaser’s Counsel will all deliver legal opinions at the closing of the financings approved here. The financing structures have been created in conversation with the City Controller’s Office of Public Finance.

Environmental
Review:

On February 24, 2026 , the Environmental Review Officer issued a Certificate of the City and County of San Francisco Planning Department, pursuant to Section 8B.124(b) of the City Charter under Proposition E (November 2002) and Proposition A (June 2018), certifying that the project to be funded through the sale of Water, Wastewater, and Power Revenue Bonds and/or Other Forms of Indebtedness, including Commercial Paper, already complies with the requirements of the California Environmental Quality Act . View the Planning Certificate.

Attachments: 1) Form of Bond Purchase Contracts
2) Form of Fifth Supplemental Trust Indenture for Power Enterprise 3) Form of 53rd Supplemental Indenture for Water Enterprise 4) Form of 19th Supplemental Indenture for Wastewater Enterprise 5) Form of Continuing Disclosure Certificate for Power Enterprise Execute Agreement: Authorize the Issuance of up to $731 million to Prepay Outstanding 2009 City and County of San Francisco Certificates of Participation Series D, and to refund Water and Wastewater Build America Bonds Commission Meeting Date: June 9, 2026

6) Form of Continuing Disclosure Certificate for Water Enterprise 7) Form of Continuing Disclosure Certificate for Wastewater Enterprise
8) Form of Board of Supervisors Ordinance

1 PUBLIC UTILITIES COMMISSION
City and County of San Francisco
RESOLUTION NO. ________________
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 of the City (the “Charter”) to authorize the Public Utilities Commission of the City (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 of Supervisors of the City (the “Board”), for the purpose of reconstructing, 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 (i) Ordinance No. 41- 15 adopted by the Board on March 24, 2015, and signed by the Mayor on April 2, 2015 (in supplement to Ordinance No. 106-14 adopted by the Board on June 24, 2014 and signed by the Mayor on July 2, 2014), (ii) Ordinance No. 113-16 adopted by the Board on June 14, 2016 and signed by the Mayor on June 24, 2016, (iii) Ordinance No. 142- 18 adopted by the Board on June 12, 2018 and signed by the Mayor on June 20, 2018, as amended by Ordinance No. 152- 19 adopted by the Board on June 25, 2019 and signed by the Mayor on June 28, 2019, (iv) Ordinance 172- 20 adopted by the Board on September 29, 2020 and signed by the Mayor on October 1, 2020, as amended by Ordinance No. 127- 21 adopted by the Board on July 27, 2021 and signed by the Mayor on August 4, 2021, (v) Ordinance No. 109 -22, adopted by the Board on June 14, 2022 and signed by the Mayor on June 24, 2022, (v) Ordinance No. 182- 23 adopted by the Board on July 25, 2023 and signed by the Mayor on July 28, 2023, and (vi) Ordinance No. 126-24 adopted by the Board on June 11, 2024 and signed by the Mayor on June 21, 2024, the Board has authorized the issuance from time to time of up to $1,029,790,456 of power revenue bonds and other forms of indebtedness of the Commission under the Charter, including under Charter Section 8B.124 (which authorization amount is exclusive any refunding debt); and
WHEREAS, The amount of authorized but unissued power revenue bonds under the ordinances set forth in the immediately preceding whereas clause is $742,330,456

2 (such authorization is collectively referred to as the “Existing Authorizing Legislation”); and
WHEREAS, Pursuant to Article V of Chapter 43 of the San Francisco Administrative Code, enacted by Ordinance No. 23-98 adopted by the Board on June 8, 1998, and signed by the Mayor of the City and County of San Francisco (the “Mayor”) on June 9, 1998, Ordinance No. 12- 00, adopted by the Board on January 31, 2000, and signed by the Mayor on February 11, 2000, as amended by Ordinance No. 270- 06, adopted by the Board on October 24, 2006, and signed by the Mayor on October 31, 2006, the Board established a procedure pursuant to which the Commission may, with the prior approval of the Board, issue short-term indebtedness in the form of commercial paper, temporary notes or other forms of indebtedness, including short -term indebtedness in anticipation of the issuance of revenue bonds; and WHEREAS, Pursuant to Article V of Chapter 43 of Part I of the San Francisco Administrative Code, and various other ordinances and resolutions adopted by the Board and the Commission, a commercial paper program/interim funding program for the Power Enterprise has been established in an aggregate principal amount not to exceed $450,000,000 outstanding at any one time (the “Authorized Short -term Indebtedness”), including commercial paper (“CP Notes”) and short -term, direct purchase revolving obligations, and as of March 1, 2026, approximately $172,714,000 aggregate principal amount of such Authorized Short -term Indebtedness has been issued or incurred; and
WHEREAS, The Board may hereafter enact additional ordinances to authorize additional power revenue bonds or other forms of indebtedness, including notes, commercial paper and other short -term indebtedness (such authorization, together with the Existing Authorizing Legislation, is collectively referred to as the “Authorizing Legislation”); and
WHEREAS, Pursuant to Resolution 87- 08, adopted by the Board on February 26, 2008, and signed by the Mayor on February 29, 2008 (“Certificates Authorizing Resolution”), the Board authorized the execution and delivery of Certificates of Participation to finance the costs of construction of an office building (“Commission Headquarters”) for the Commission; and
WHEREAS, Pursuant to the Certificates 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 WHEREAS, The Certificates were executed and delivered pursuant to the terms of the Trust Agreement, dated October 1, 2009, between the City and the Trustee

3 named therein, and the Certificates were payable from Base Rental Payments payable by the City under the terms of that certain Project Lease, dated October 1, 2009, between the City and the Trustee, as lessor thereunder (“Project Lease”); and WHEREAS, Pursuant to a memorandum of understanding (the “Headquarters Building MOU”) between the City and the Commission, the Commission has reimbursed the General Fund of the City for payments heretofore made in respect to the Certificates from revenues of Commission enterprise funds (i.e., water, wastewater and power revenues), allocable to square footage used by each enterprise of the Commission Headquarters; and
WHEREAS, The 2009C Certificates have been fully paid; and WHEREAS, The 2009D Certificates were issued as Federally -Taxable Build America Bonds remain outstanding and have an outstanding principal balance of $115,245,000 as of March 1, 2026; and
WHEREAS, The Commission determines that it would be in its and the City’s mutual best interests to prepay the Base Rental Payments allocable to the Power Enterprise of the Commission under the Project Lease and retire the corresponding outstanding 2009D Certificates with funds from the Commission (the “Refinancing Project”); and
WHEREAS, The Commission finds that it would be financially advantageous to refinance certain CP Notes now or hereafter issued for the Refinancing Project with bonds (“CP Refinancing Bonds”); and
WHEREAS, Under the authority granted or proposed to be granted under the Authorizing Legislation, it is proposed that the Commission issue one or more series or subseries of taxable or tax -exempt power revenue bonds in an aggregate principal amount not to exceed $12,610,000 (the “2026B Power Bonds”) for the principal purpose of financing (which may include financing through the retirement of commercial paper) the Refinancing Project; and
WHEREAS, The proposed 2026B Power Bonds would be issued 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”), providing for the issuance of the Commission’s power revenue bonds, and one or more additional supplemental indentures as herein provided (the “Supplemental Indentures”), between the Commission and the Trustee; and
WHEREAS, On or about this date, the Commission has or will also consider corresponding authorizations to issue revenue bonds to finance the prepayment of Base Rental Payments under the Project Lease allocable to its water enterprise and wastewater enterprise, respectively, and to refund certain other Federally -Taxable Build America Bonds issued by the Commission for its water enterprise and its wastewater enterprise; and

4 WHEREAS, It is proposed that the 2026B Power Bonds be sold in one or more series or subseries by a sale pursuant to Bond Purchase Contracts (each a “Bond Purchase Contract”) between the Commission and either Barclays Bank PLC or Barclays Capital Inc. (“Barclays”); and
WHEREAS, It is proposed that one or more continuing disclosure certificates (each a “Continuing Disclosure Certificate”) be executed and delivered by the Commission with respect to the 2026B Power Bonds; and
WHEREAS, The Commission has been presented with , and has examined , a proposed form of Supplemental Indenture for each series or subseries of 2026B Power Bonds, and form of Bond Purchase Contract and Continuing Disclosure Certificate; and WHEREAS, The requirements set forth in the Authorizing Legislation, the Power Enterprise Revenue Bond Law, and the requirements of the Trust Indenture, the Commission will be duly authorized and empowered, pursuant to each and every requirement of law, to authorize the foregoing transactions, to issue the 2026B Power Bonds, and to authorize the execution and delivery of one or more (as applicable) Supplemental Indentures, Bond Purchase Contracts, Continuing Disclosure Certificates, and related documents, each as appropriate for the issuance of the 2026B Power Bonds, for the purposes, in the manner and upon the terms provided herein; and WHEREAS, A consulting engineer has issued or will issue a certificate to the Board in satisfaction of the requirements of clause (a) of Section 8B.124 of the Charter, all in furtherance of the sale of power revenue bonds and other forms of indebtedness, to the extent applicable; and
WHEREAS, Prior to the issuance of any CP Refinancing Bonds, the General Manager will file with the Clerk of the Board any required updates to the certificate referenced in the prior paragraph, including a certificate of a consulting engineer in satisfaction of the requirements of clause (a)(2) of Section 8B.124 of the Charter, to the extent applicable; and
WHEREAS, In compliance with California Government Code Section 5852.1, the Commission has obtained from PFM Financial Advisors LLC, the municipal advisor to the Commission with respect to the 2026B Power Bonds (the “Municipal Advisor”), good faith estimates of the following information: (a) the true interest cost of the 2026B Power Bonds, (b) the sum of all fees and charges paid to third parties with respect to the 2026B Power Bonds, (c) the amount of proceeds of the 2026B Power 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 2026B Power Bonds, and (d) the sum total of all debt service payments on the 2026B Power Bonds calculated to the final maturity of the 2026B Power Bonds plus the fees and charges paid to third parties not paid with the proceeds of the 2026B Power Bonds, and such estimates are disclosed and set forth in the staff report provided to the Commission in connection with this Resolution; and

5 WHEREAS, On February 24, 2026, the Environmental Review Officer issued a Certificate of the City and County of San Francisco Planning Department, pursuant to Section 8B.124(b) of the City Charter under Proposition A (June 2018), certifying that the project to be funded through the sale of Power Revenue Bonds and/or Other Forms of Indebtedness, including Commercial Paper, already complies with the requirements of the California Environmental Quality Act; 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 2026B Power Bonds . The issuance of the 2026B Power Bonds, in one or more series or subseries, all or a portion of which may be designated as “green bonds” (if applicable), 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 Commission to include any authorized designee thereof pursuant to Section 6 hereof), in an aggregate principal amount not exceeding $12,610,000 is hereby authorized and approved by the Commission, subject to the limitations and conditions provided herein.

The 2026B Power Bonds may be issued for the purpose of providing funds (a) for the financing of the Refinancing Project (including through the refinancing of CP Notes issued to finance the Refinancing Project) and (b) to pay the costs of issuance of the 2026 Bonds. If determined to be beneficial to the Commission by the General Manager, with the advice of the Commission’s Municipal Advisor, the 2026B Power Bonds may also be issued for the secondary purposes of providing funds to pay for (i) any credit enhancement of any 2026B Power Bonds (including without limitation bond insurance policies and/or reserve fund surety bonds or insurance policies) and (ii) the funding of debt service reserves for the 2026B Power Bonds or for other bonds issued under the Trust Indenture.

The General Manager is hereby authorized and directed to determine the aggregate principal amount of 2026B Power 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 (including the designation of any series of bonds as “notes”) of the 2026B Power Bonds. The 2026B Power Bonds may be issued as obligations the interest on which is or is not subject to federal income tax. The forms of the 2026B Power Bonds, in substantially the forms set forth in the form of the Supplemental Indentures presented to this meeting, are hereby approved. The General Manager is hereby authorized and directed to approve and to execute the 2026B Power Bonds by manual or facsimile signature, and the Director of Commission Affairs (who is also the Secretary of the Commission for purposes of the Trust Indenture) 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 2026B Power Bonds, subject to the limitations set forth in this Section 1 and Section 3 hereof.

6 The Commission finds, in relation to 2009D Certificates and the Commission’s related payment undertakings under the Headquarters Building MOU, that the following significant non- economic factors do exist (impacting such Commission payment obligations):
• the federal subsidy rate originally provided to the 2009D Certificates have been reduced and such reduced subsidy rate has applied for many years and is at risk of being reduced further or eliminated through legislation or otherwise; and
• the exclusion of interest from owner's income subject to federal income taxation or other tax benefits available to the 2009D Certificates could be diminished or eliminated through legislation or otherwise.

The Commission hereby finds with respect to the financing of the Refinancing Project, that the foregoing factors justify waiver of savings and other refinancing parameters, to the extent applicable to the Refinancing Project, set forth in the Commission’s Debt Management Policies and Procedures. To the extent applicable, such conditions and parameters are hereby waived.

Section 2. Supplemental Indentures . The proposed form of Supplemental Indenture for each series and/or subseries of 2026B Power 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 and deliver, and the Director of Commission Affairs or Director of Commission Affairs’ designee is authorized to attest to, one or more Supplemental Indentures in such form or forms, with such additions thereto or changes therein as they may approve with the advice of the City Attorney, such approval to be conclusively evidenced by the execution and delivery of such Supplemental Indentures. The Director of Commission Affairs is directed to file a copy of the form of Supplemental Indenture with the minutes of this meeting. Subject to the further limitations hereof, the principal 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 2026B Power Bonds shall be as provided in the Trust Indenture and in the applicable Supplemental Indenture as finally executed.

Section 3. Sale; Bond Purchase Contract . The sale of the 2026B Power 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, the interest rate or rates on the 2026B Power Bonds shall not exceed twelve percent (12%) and the final maturity of any 2026B Power Bonds shall not exceed 16 years from their date of issuance. The General Manager is hereby authorized and directed, for and on behalf of and in the name of the Commission, to sell such 2026B Power Bonds at one or more sales in such principal amount as the General Manager may determine, subject to the further limitations and conditions hereof. The General Manager is hereby authorized to

7 enter into one or more Bond Purchase Contracts with Barclays, as the General Manager deems appropriate, substantially in the form presented at this meeting and on file with the Director of Commission Affairs, 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 each such Bond Purchase Contract; provided, however, that the total compensation to Barclays in respect of the 2026B Power Bonds, inclusive of all expense reimbursements in respect of the 2026B Power Bonds, shall not exceed thirty -three hundredths of one percent (0.33%) of the par value of the 2026B Power Bonds to be sold pursuant to any such Bond Purchase Contract. 2026B Power Bonds sold in a sale shall be delivered to Barclays upon payment of the purchase price agreed upon in the applicable 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.

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 2026B Power Bonds, as well as similar water revenue bonds and wastewater revenue bonds to refinance the Base Rental Payments under the Project Lease (or to retire commercial paper notes issued or incurred for such purposes), be sold to Barclays, in a negotiated sale. Barclays has represented that it will buy all of the 2026B Power Bonds without the present intention to sell or reoffer the 2026B Bonds (or any portion of the 2026B Bonds or any interest in the 2026B 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 2026B Power Bonds or any part thereof at some future time and from time to time at its sole discretion. Staff estimates that the sale of these Refinancing Project 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 multiple disclosure documents and investor presentations, the provision of multiple 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 of the Refinancing Project (including the ability to coordinate among the 2026B Power Bonds, water revenue bonds and wastewater revenue bonds for the Refinancing Project), cashflow savings and the ability to refund such bonds separately in the future. Based upon the foregoing the General Manager has determined that the sale of the 2026B Power Bonds to Barclays is likely to result in lower overall costs (and greater flexibility) than achieved by selling such bonds at public sales, and should be approved by the Commission.

8 Section 4. Continuing Disclosure Certificate. The proposed form of Continuing Disclosure Certificate for the 2026B Power Bonds, submitted to this Commission, is hereby approved. The General Manager is hereby authorized and directed to execute one or more Continuing Disclosure Certificates for the 2026B Power 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 approval 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. Submittal to Board for Approval . The General Manager is hereby authorized and directed to submit to the Board a proposed ordinance(s) authorizing the issuance of not -to-exceed $12,610,000 aggregate principal amount of Power Revenue Bonds and other forms of indebtedness, including commercial paper and loans, subject to the terms of Charter Section 8B.124, to finance the Refinancing Project. Such ordinance may be combined with ordinances relating to Wastewater Revenue Bonds and/or Water Revenue Bonds to finance the prepayment of Base Rental Payments under the Project Lease allocable to the Commission’s water enterprise and wastewater enterprise, respectively, and to refund certain other Federally -Taxable Build America Bonds issued by the Commission for its water enterprise and its wastewater enterprise.

Section 6. 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, filing agent agreements and listing agreements, to contract for municipal bond insurance for all or a portion of the 2026B Power Bonds if determined by the General Manager, with the advice of the Municipal Advisor, to be beneficial to the Commission, to contract for one or more surety bonds or insurance policies for the debt service reserves for the 2026B Power Bonds if determined by the General Manager, with the advice of the Municipal Advisor, to be beneficial to the Commission, to do any and all things and take any and all actions which may be necessary or advisable, in their discretion, to accomplish the intent and purposes of this resolution, including the issuance and sale of the 2026B Power Bonds, the financing or refinancing of the project, the retirement of commercial paper and the other actions which the Commission has approved in this Resolution. The General Manager may delegate the authority in this Resolution to the Deputy General Manager and Chief Operating Officer, the Chief Financial Officer of the Commission and Assistant General Manager, Business Services, or any Deputy Chief Financial Officer as the General Manager or the acting General Manager deems necessary or appropriate.

Section 7. Good Faith Estimates . The Commission acknowledges that the good faith estimates required by Section 5852.1 of the California Government Code are

9 disclosed in the staff report and are available to the public at the meeting at which this Resolution is approved.

Section 8. Ratification. All actions heretofore taken by the officers, employees and agents of the Commission with respect to the authorization, sale and issuance of the 2026B Power Bonds and the authorizations under this Resolution, prior to the date hereof and in accordance with the provisions hereof, are hereby approved, confirmed and ratified.

Section 9. 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 June 9, 2026.

Director of Commission Affairs
San Francisco Public Utilities Commission

10 PUBLIC UTILITIES COMMISSION
City and County of San Francisco

RESOLUTION NO. __________
WHEREAS, At a duly called and held election on November 5, 2002, a majority of voters voting on the measure approved Proposition E, as amended by Proposition A approved by the voters of the City on June 5, 2018 (“Proposition E”) which, among other things, amended the Charter of the City and County of San Francisco (“City”), which, among other things, authorized the Public Utilities Commission (“Commission”) of the City to issue its revenue bonds, including notes, commercial paper or other forms of indebtedness, when authorized by ordinance approved by a two-thirds vote of the Board of Supervisors of the City (“Board”), 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, subject to satisfaction of certain conditions; and
WHEREAS, The authority to issue revenue bonds pursuant to Proposition E is expressly notwithstanding, and in addition to, the authority granted to the Board under Section 9.107 of the City Charter (“Charter”), which provides for the issuance of revenue bonds of the City upon the assent of a majority of the voters upon any proposition for the issuance of revenue bonds; and
WHEREAS, Pursuant to Proposition E and various ordinances and resolutions adopted by the Board and this Commission thereunder, there has been authorized $6,157,510,311 aggregate principal amount of water revenue bonds or other forms of indebtedness, including notes, commercial paper and other short -term indebtedness (not counting refunding bonds), of which authorization $5,556,644,982 aggregate principal amount has been utilized as of March 1, 2026; and WHEREAS, Pursuant to Proposition E, and various ordinances enacted pursuant to Proposition E, there is existing authorization to issue an aggregate principal amount of $600,865,329 of additional water revenue bonds or other forms of indebtedness, including notes, commercial paper and other short -term indebtedness, which authorization (i) assumes State revolving fund loan amounts are incurred for the full not - to-exceed amount of $429,213,982 and (ii) excludes refunding debt (such authorization is collectively referred to as the “Existing Authorizing Legislation”); and WHEREAS, Pursuant to Proposition E, the Board may hereafter enact additional ordinances to authorize additional water revenue bonds or other forms of indebtedness, including notes, commercial paper and other short -term indebtedness (such authorization, together with the Existing Authorizing Legislation, is collectively referred to as the “Authorizing Legislation”); and

11 WHEREAS, Pursuant to the Proposition E, Article V of Chapter 43 of Part I of the San Francisco Administrative Code, and various other ordinances and resolutions adopted by the Board and the Commission, an interim funding program for the Commission’s municipal water supply, storage and distribution system (the “Water Enterprise”) has been established in an aggregate principal amount not to exceed $750,000,000 (the “Authorized Short-term Indebtedness”), consisting of a $550,000,000 authorization for commercial paper (“CP Notes”) and a $200,000,000 authorization for short-term, direct purchase revolving obligations, and as of March 1, 2026, approximately $250,732,000 aggregate principal amount of such Authorized Short -term Indebtedness has been issued or incurred; and
WHEREAS, Pursuant to Resolution 87- 08, adopted by the Board on February 26, 2008, and signed by the Mayor on February 29, 2008 (“Certificates Authorizing Resolution”), the Board authorized the execution and delivery of Certificates of Participation to finance the costs of construction of an office building (“Commission Headquarters”) for the Commission; and
WHEREAS, Pursuant to the Certificates 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 WHEREAS, 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, and the Certificates were payable from Base Rental Payments payable by the City under the terms of that certain Project Lease, dated October 1, 2009, between the City and the Trustee, as lessor thereunder (“Project Lease”); and WHEREAS, Pursuant to a memorandum of understanding (the “Headquarters Building MOU”) between the City and the Commission, the Commission has reimbursed the General Fund of the City for payments heretofore made in respect to the Certificates from revenues of Commission enterprise funds (i.e., water, wastewater and power revenues), allocable to square footage used by each enterprise of the Commission Headquarters; and
WHEREAS, The 2009C Certificates have been fully paid; and WHEREAS, The 2009D Certificates were issued as Federally -Taxable Build America Bonds remain outstanding and have an outstanding principal balance of $115,245,000 as of March 1, 2026; and
WHEREAS, The Commission has previously issued certain of its water enterprise revenue bonds as Federally -Taxable Build America Bonds (“SFPUC Build

12 America Bonds”), of which there are outstanding a principal balance of $351,470,000 as of March 1, 2026; and
WHEREAS, The Commission determines that it would be in its and the City’s mutual best interests to prepay the Base Rental payments allocable to the Water Enterprise of the Commission under the Project Lease and retire the corresponding outstanding 2009D Certificates with funds from the Commission and/or to refund all or a portion of the SFPUC Build America Bonds (collectively, the “Refinancing Project”); and WHEREAS, The Commission finds that it would be financially advantageous to refinance certain CP Notes now or hereafter issued for the Refinancing Project with bonds (“CP Refinancing Bonds”); and
WHEREAS, Under the authority granted or proposed to be granted under the Authorizing Legislation, it is proposed that the Commission issue one or more series or subseries of water revenue bonds in an aggregate principal amount not to exceed $492,820,000 (the “2026 Bonds”), issued on a federally tax -exempt or taxable basis, for the principal purpose of financing (which may include financing through the retirement of commercial paper) the Refinancing Project, all pursuant to the Amended and Restated Indenture, dated as of August 1, 2002 (as the same has been further amended and supplemented, the “Indenture”), by and between the Commission and U.S. Bank Trust Company, National Association, as successor trustee (the “Trustee”), and one or more supplemental indentures (“Supplemental Indentures”), between the Commission and the Trustee, as herein provided; and
WHEREAS, On or about this date, the Commission has or will also consider corresponding authorizations to issue revenue bonds to finance prepayment of Base Rental Payments under the Project Lease allocable to its wastewater enterprise and power enterprise, respectively, and to refund certain other Federally -Taxable Build America Bonds issued by the Commission for its wastewater enterprise; and WHEREAS, It is proposed that the 2026 Bonds be sold in one or more series or subseries by a sale pursuant to Bond Purchase Contracts (each a “Bond Purchase Contract”) between the Commission and either Barclays Capital Inc. or Barclays Bank PLC (“Barclays”); and
WHEREAS, It is proposed that one or more continuing disclosure certificates (each a “Continuing Disclosure Certificate”) be executed and delivered with respect to the 2026 Bonds; and
WHEREAS, The Commission has been presented with , and has examined , a proposed form of Supplemental Indenture for each series or subseries of 2026 Bonds, and form of Bond Purchase Contract and Continuing Disclosure Certificate; and WHEREAS, Subject to the requirements set forth in the Authorizing Legislation and the requirements of the Indenture, the Commission is or will be duly authorized and empowered, pursuant to each and every requirement of law, to authorize the foregoing transactions and issue the 2026 Bonds and to authorize the execution and delivery, as

13 applicable, of the Supplemental Indentures, the Bond Purchase Contracts, the Continuing Disclosure Certificates and related documents, for the purposes described herein and in the manner and upon the terms provided herein; and WHEREAS, A consulting engineer has issued or will issue a certificate to the Board in satisfaction of the requirements of clause (a) of Section 8B.124 of Proposition E, all in furtherance of the sale of water revenue bonds and other forms of indebtedness, to the extent applicable; and
WHEREAS, Prior to the issuance of any CP Refinancing Bonds, the General Manager will file with the Clerk of the Board any required updates to the certificate referenced in the prior paragraph, including a certificate of a consulting engineer in satisfaction of the requirements of clause (a)(2) of Section 8B.124 of Proposition E, to the extent applicable; and
WHEREAS, In compliance with California Government Code Section 5852.1, the Commission has obtained from PFM Financial Advisors LLC, the municipal advisor to the Commission with respect to the 2026 Bonds, good faith estimates of the following information: (a) the true interest cost of the 2026 Bonds, (b) the sum of all fees and charges paid to third parties with respect to the 2026 Bonds, (c) the amount of proceeds of the 2026 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 2026 Bonds, and (d) the sum total of all debt service payments on the 2026 Bonds calculated to the final maturity of the 2026 Bonds plus the fees and charges paid to third parties not paid with the proceeds of the 2026 Bonds, and such estimates are disclosed and set forth in the staff report provided to the Commission in connection with this resolution; and
WHEREAS, On February 24, 2026, the Environmental Review Officer issued a Certificate of the City and County of San Francisco Planning Department, pursuant to Section 8B.124(b) of the City Charter under Proposition E (November 2002), certifying that the project to be funded through the sale of Water Revenue Bonds and/or Other Forms of Indebtedness, including Commercial Paper, already complies with the requirements of the California Environmental Quality Act; 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 2026 Bonds . The issuance of the 2026 Bonds in one or more series or subseries, all or a portion of which may be designated as green bonds (if applicable) and issued on one or more dates, all as may be determined by the General Manager (all references in this resolution to the General Manager of the Commission to include any authorized designee thereof pursuant to Section 6 hereof) in an aggregate principal amount not exceeding $492,820,000, is hereby authorized and approved by the Commission, subject to the limitations and conditions provided herein.

14 The 2026 Bonds may be issued for the purpose of providing funds (a) for the financing of the Refinancing Project (including through the refinancing of CP Notes issued to finance the Refinancing Project) and (b) to pay the costs of issuance of the 2026 Bonds. If determined to be beneficial to the Commission by the General Manager, with the advice of PFM Financial Advisors LLC, the municipal advisors to the Commission with respect to the 2026 Bonds (the “Municipal Advisor”), the 2026 Bonds may also be issued for the secondary purposes of providing funds to pay for (i) any credit enhancement of any 2026 Bonds (including without limitation bond insurance policies and/or reserve fund surety bonds or insurance policies) and (ii) the funding of debt service reserves for the 2026 Bonds or for other bonds issued under the Indenture.

The General Manager is hereby authorized and directed to determine the aggregate principal amount of 2026 Bonds to be issued from time to time (subject to the maximum amounts and further limitations and conditions set forth herein) and to determine the various titles and series designations (including the designation of any series of bonds as “notes”) of the 2026 Bonds. The 2026 Bonds may be issued as obligations the interest on which is or is not subject to federal income tax. The forms of the 2026 Bonds, in substantially the forms set forth in the forms of the Supplemental Indenture presented to this meeting, are hereby approved. The General Manager of the Commission is hereby authorized and directed to approve and to execute the 2026 Bonds by manual or facsimile signature, and the Director of Commission Affairs (who is also the Secretary of the Commission for purposes of the Indenture) 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 issuance of the 2026 Bonds, subject to the limitations set forth in Section 4 hereof.

The Commission finds, in relation to 2009D Certificates and the Commission’s related payment undertakings under the Headquarters Building MOU and the SFPUC Build America Bonds , that the following significant non- economic factors do exist (impacting such Commission payment obligations):
• the federal subsidy rate originally provided to the 2009D Certificates and the SFPUC Build America Bonds have been reduced and such reduced subsidy rate has applied for many years and is at risk of being reduced further or eliminated through legislation or otherwise; and • the exclusion of interest from owner's income subject to federal income taxation or other tax benefits available to the 2009D Certificates and the SFPUC Build America Bonds could be diminished or eliminated through legislation or otherwise.

The Commission hereby finds with respect to the financing of the Refinancing Project, that the foregoing factors justify waiver of savings and other refinancing parameters, to the extent applicable to the Refinancing Project, set forth in the Commission’s Debt Management Policies and Procedures. To the extent applicable, such conditions and parameters are hereby waived.

15 Section 2. Disposition of Revenues; Rate Covenant . Section 5.01(b) of the Indenture which sets forth the disposition of Revenues (as defined in the Indenture) applicable to the Commission’s Water Enterprise revenue bonds is hereby confirmed by the Commission and the Commission further confirms, pledges and covenants with the holders of the 2026 Bonds that the Revenues shall be appropriated and expended in the order of priority set forth in Section 5.01(b) of the Indenture, as the same may be amended from time to time. This Commission also declares that the Commission will comply with all of the terms, provisions and covenants contained in the Indenture, as the same may be amended from time to time, including the covenants to establish, fix, prescribe and collect rates, fees and charges sufficient to enable the Commission to comply with the terms, conditions and covenants of the Indenture.

Section 3. Supplemental Indentures . The proposed form of Supplemental Indenture for each series and/or subseries of 2026 Bonds submitted to this Commission, and the terms and conditions thereof, are hereby approved. The General Manager of the Commission is hereby authorized and directed to execute and deliver and the Director of Commission Affairs or the Director of Commission Affairs’ designee is authorized to attest to one or more Supplemental Indentures in such form, with such additions thereto or changes therein which they may approve with the advice of the City Attorney, such approval to be conclusively evidenced by the execution and delivery of such Supplemental Indentures. The Director of Commission Affairs is directed to file a copy of the form of Supplemental Indenture with the minutes of this meeting. Subject to the further limitations hereof, the principal amount, date, maturity date or dates, maximum interest rate or rates, series designation, interest payment dates, forms, registration privileges, place or places of payment, terms of redemption, insurance provisions and other terms of the 2026 Bonds shall be as provided in the Indenture.

Section 4. Sale; Bond Purchase Contract . The sale of the 2026 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, the interest rate or rates on the 2026 Bonds shall not exceed twelve percent (12%) and the final maturity of any 2026 Bonds shall not exceed 40 years from their date of issuance. The General Manager is hereby authorized and directed, for and on behalf of and in the name of the Commission, to sell such 2026 Bonds at one or more sales in such principal amount as the General Manager may determine, subject to the further limitations and conditions hereof. The General Manager is hereby authorized to enter into one or more Bond Purchase Contracts with Barclays, as the General Manager deems appropriate, substantially in the form presented at this meeting and on file with the Director of Commission Affairs, 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 each such Bond Purchase Contract; provided, however, that the total compensation to Barclays in respect of the 2026 Bonds , inclusive of all expense reimbursements in respect of t he 2026 Bonds , shall not exceed 0.33 percent (0.33%) of the par value of the 2026 Bonds to be sold pursuant to any such Bond Purchase Contract. 2026 Bonds sold in a sale shall be delivered to Barclays upon

16 payment of the purchase price agreed upon in the applicable 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.

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 2026 Bonds, as well as similar wastewater revenue bonds and power revenue bonds to refinance Base Rental Payments under the Project Lease and/or refund other Federally -Taxable Build America Bonds issued by the Commission for its wastewater enterprise (or retire commercial paper notes issued or incurred for such purposes), be sold to Barclays, in a negotiated sale. Barclays has represented that it will buy all of the 2026 Bonds without the present intention to sell or reoffer the 2026 Bonds (or any portion of the 2026 Bonds or any interest in the 2026 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 2026 Bonds or any part thereof at some future time and from time to time at its sole discretion. Staff estimates that the sale of these Refinancing Project 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 multiple disclosure documents and investor presentations, the provision of multiple 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 of the Refinancing Project (including the ability to coordinate among the 2026 Bonds, wastewater revenue bond and power revenue bonds for the Refinancing Project), cashflow savings and the ability to refund such bonds separately in the future. Based upon the foregoing the General Manager has determined that the sale of the 2026 Bonds to Barclays is likely to result in lower overall costs (and greater flexibility) than achieved by selling such bonds at public sales, and should be approved by the Commission.

Section 5. Continuing Disclosure Certificates . The proposed form of Continuing Disclosure Certificate for the 2026 Bonds, submitted to this Commission, is hereby approved. The General Manager is hereby authorized and directed to execute one or more Continuing Disclosure Certificates for the 2026 Bonds from time to time, 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 approval 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.

17 Section 6. 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, filing agent agreements and listing agreements, to contract for municipal bond insurance for all or a portion of the 2026 Bonds if determined by the General Manager, with the advice of the Municipal Advisor, to be beneficial to the Commission, to contract for one or more surety bonds or insurance policies for the debt service reserves for the 2026 Bonds if determined by the General Manager, with the advice of the Municipal Advisor, to be beneficial to the Commission, to do any and all things and take any and all actions which may be necessary or advisable, in their discretion, to accomplish the intent and purposes of this resolution including the issuance and sale of the 2026 Bonds, the financing or refinancing of the project , the retirement of commercial paper , and the other actions which the Commission has approved in this resolution. The General Manager may delegate the authority in this resolution to the Deputy General Manager and Chief Operating Officer; the Chief Financial Officer of the Commission and Assistant General Manager, Business Services; or any Deputy Chief Financial Officer, as the General Manager or the acting General Manager deems necessary or appropriate.

The General Manager is hereby authorized and directed to submit to the Board of Supervisors a proposed ordinance(s) authorizing the issuance of not -to-exceed $492,820,000 aggregate principal amount of Water Revenue Bonds and other forms of indebtedness, including commercial paper, under the terms of Proposition E, to finance the Refinancing Project. Such ordinance may be combined with ordinances relating to Wastewater Revenue Bonds and/or Power Revenue Bonds to finance prepayment of Base Rental Payments under the Project Lease allocable to the Commission’s wastewater enterprise and power enterprise, respectively, and to refund certain other Federally-Taxable Build America Bonds issued by the Commission for its wastewater enterprise.

Section 7. 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 8. Ratification. All actions heretofore taken by the officers, employees and agents of the Commission with respect to the authorization, sale and issuance of the 2026 Bonds and the authorizations under this Resolution prior to the date hereof and in accordance with the provisions hereof are hereby approved, confirmed and ratified.

Section 9. Effective Date . This resolution shall take effect from and after its adoption.

18 I hereby certify that the foregoing resolution was adopted by the San Francisco Public Utilities Commission at its meeting June 9, 2026.

Director of Commission Affairs
San Francisco Public Utilities Commission

19 PUBLIC UTILITIES COMMISSION
City and County of San Francisco
RESOLUTION NO. __________
WHEREAS, At a duly called and held election on November 5, 2002, a majority of voters voting on the measure approved Proposition E, as amended by Proposition A approved by the voters of the City on June 5, 2018, codified as Article VIIIB (“Article VIIIB”) of the Charter (the “Charter”) of the City and County of San Francisco (the “City”), which, among other things, authorized the Public Utilities Commission (the “Commission”) of the City to issue its revenue bonds, including notes, commercial paper or other forms of indebtedness, when authorized by ordinance approved by a two- thirds vote of the Board of Supervisors of the City (the “Board”), 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, subject to satisfaction of certain conditions; and WHEREAS, The Commission adopted the Indenture dated as of January 1, 2003 (as amended and supplemented, the “Indenture”), between the Commission and U.S.

Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee thereunder (the “Trustee”); and WHEREAS, On July 25, 2023, the Board passed by two- thirds vote Ordinance No. 181-23, approving the issuance and sale of wastewater revenue bonds, commercial paper, revolving credit notes, or bond anticipation notes, authorizing the Commission to execute and deliver one or more State of California Water Resources Control Board Installment Sale Agreements in connection with State Revolving Fund Loans, and authorizing the Commission to execute and deliver loan agreements with the United States Environmental Protection Agency under the Water Infrastructure Finance and Innovation Act, all pursuant to Article VIIIB of the Charter, in an aggregate principal amount not to exceed $1,047,288,286, to finance capital projects benefiting the Enterprise, and further authorizing the approval of the issuance of wastewater revenue refunding bonds, to refund any outstanding obligations of the Enterprise, subject to the limitations set forth therein; and
WHEREAS, On June 11, 2024, the Board passed by two- thirds vote Ordinance No. 125-24, approving the issuance and sale of wastewater revenue bonds, commercial paper, revolving credit notes, or bond anticipation notes, authorizing the Commission to execute and deliver one or more State of California Water Resources Control Board Installment Sale Agreements in connection with State Revolving Fund Loans, and authorizing the Commission to execute and deliver loan agreements with the United States Environmental Pr otection Agency under the Water Infrastructure Finance and Innovation Act, all pursuant to Article VIIIB of the Charter, in an aggregate principal

20 amount not to exceed $1,715,671,086, to finance capital projects benefiting the Enterprise, and further authorizing the approval of the issuance of wastewater revenue refunding bonds, to refund any outstanding obligations of the Enterprise, subject to the limitations set forth therein; and
WHEREAS, Pursuant to Ordinance Nos. 181- 23 and 125- 24 (collectively, the “Existing Authorizing Ordinances”), there remains as of March 1, 2026 authority to issue an additional $2,122,451,525 aggregate principal amount of bonds or other forms of indebtedness, including notes, commercial paper and other short -term indebtedness to finance capital projects benefiting the Enterprise; and WHEREAS, Pursuant to Proposition E, the Board may hereafter enact additional ordinances to authorize additional water revenue bonds or other forms of indebtedness, including notes, commercial paper and other short -term indebtedness (such authorization, together with the Existing Authorizing Ordinances, is collectively referred to as the “Authorizing Ordinances”); and
WHEREAS, Pursuant to Resolution 87- 08, adopted by the Board on February 26, 2008, and signed by the Mayor on February 29, 2008 (“Certificates Authorizing Resolution”), the Board authorized the execution and delivery of Certificates of Participation to finance the costs of construction of an office building (“Commission Headquarters”) for the Commission; and
WHEREAS, Pursuant to the Certificates 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 WHEREAS, 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, and the Certificates were payable from Base Rental Payments payable by the City under the terms of that certain Project Lease, dated October 1, 2009, between the City and the Trustee, as lessor thereunder (“Project Lease”); and WHEREAS, Pursuant to a memorandum of understanding (the “Headquarters Building MOU”) between the City and the Commission, the Commission has reimbursed the General Fund of the City for payments heretofore made in respect to the Certificates from revenues of Commission enterprise funds (i.e., water, wastewater and power revenues), allocable to square footage used by each enterprise of the Commission Headquarters; and
WHEREAS, The 2009C Certificates have been fully paid; and

21 WHEREAS, The 2009D Certificates were issued as Federally -Taxable Build America Bonds remain outstanding and have an outstanding principal balance of $115,245,000 as of March 1, 2026; and
WHEREAS, The Commission has previously issued certain of its W astewater Enterprise revenue bonds as Federally -Taxable Build America Bonds (“SFPUC Build America Bonds”), of which there are outstanding a principal balance of $161,985,000 as of March 1 , 2026; and
WHEREAS, The Commission determines that it would be in its and the City’s mutual best interests to prepay the Base Rental Payments allocable to the Enterprise of the Commission under the Project Lease and retire the corresponding outstanding 2009D Certificates with funds from the Commission and/or to refund all or a portion of the SFPUC Build America Bonds (collectively, the “Refinancing Project”); and WHEREAS, The Commission finds that it would be financially advantageous to refinance certain commercial paper notes now or hereafter issued under the Authorizing Ordinances and other law for the Refinancing Project with bonds (“CP Refinancing Bonds”); and
WHEREAS, Under the authority granted under Article VIIIB of the Charter (as supplemented by California Government Code Sections 53580 et seq.), and the various ordinances and resolutions adopted by the Board and the Commission thereunder, it is proposed that the Commission issue one or more series or subseries of wastewater revenue bonds, in an aggregate principal amount not to exceed $224,570,000, issued on a federally tax -exempt or taxable basis (collectively, the “2026 Bonds”), for the principal purpose of financing (which may include financing through the retirement of commercial paper) the Refinancing Project; and
WHEREAS, On or about this date, the Commission has or will also consider corresponding authorizations to issue revenue bonds to finance prepayment of Base Rental Payments under the Project Lease allocable to its water enterprise and power enterprise, respectively, and to refund certain other Federally -Taxable Build America Bonds issued by the Commission for its water enterprise; and WHEREAS, It is proposed that the 2026 Bonds be sold in one or more series or subseries by a sale pursuant to Bond Purchase Contracts (each a “Bond Purchase Contracts”) between the Commission and either Barclays Capital Inc. or Barclays Bank PLC (“Barclays”); and
WHEREAS, It is proposed that one or more continuing disclosure certificates (each a “Continuing Disclosure Certificate”) be executed and delivered with respect to the 2026 Bonds; and
WHEREAS, The Commission has been presented with and has examined a proposed form of Supplemental Indenture for each series or subseries of 2026 Bonds, and form of Bond Purchase Contract and Continuing Disclosure Certificate; and

22 WHEREAS, The Commission is or will be duly authorized and empowered, pursuant to each and every requirement of law, to authorize the foregoing transactions and issue the 2026 Bonds and to authorize the execution and delivery, as applicable, of the Supplemental Indentures, the Bond Purchase Contracts, the Continuing Disclosure Certificates and related documents, for the purposes described herein and in the manner and upon the terms provided herein; and
WHEREAS, A consulting engineer has issued or will issue a certificate to the Board in satisfaction of the requirements of clause (a) of Section 8B.124 of Proposition E, all in furtherance of the sale of water revenue bonds and other forms of indebtedness, to the extent applicable; and
WHEREAS, Prior to the issuance of any CP Refinancing Bonds, the General Manager will file with the Clerk of the Board any required updates to the certificate referenced in the prior paragraph, including a certificate of a consulting engineer in satisfaction of the requirements of clause (a)(2) of Section 8B.124 of Proposition E, to the extent applicable; and
WHEREAS, In compliance with California Government Code Section 5852.1, the Commission has obtained from PFM Financial Advisors LLC, the municipal advisor to the Commission with respect to the 2026 Bonds, good faith estimates of the following information: (a) the true interest cost of the 2026 Bonds, (b) the sum of all fees and charges paid to third parties with respect to the 2026 Bonds, (c) the amount of proceeds of the 2026 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 2026 Bonds, and (d) the sum total of all debt service payments on the 2026 Bonds calculated to the final maturity of the 2026 Bonds plus the fees and charges paid to third parties not paid with the proceeds of the 2026 Bonds, and such estimates are disclosed and set forth in the staff report provided to the Commission in connection with this resolution; and
WHEREAS, On February 24, 2026, the Environmental Review Officer issued a Certificate of the City and County of San Francisco Planning Department, pursuant to Section 8B.124(b) of the City Charter under Proposition E (November 2002), certifying that the project to be funded through the sale of Wastewater Revenue Bonds and/or Other Forms of Indebtedness, including Commercial Paper, already complies with the requirements of the California Environmental Quality Act; 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 2026 Bonds. The issuance of the 2026 Bonds in one or more series or subseries, all or a portion of which may be designated as green bonds (if applicable) and issued on one or more dates, all as may be determined by the General Manager (all references in this resolution to the General Manager of the Commission to include any authorized designee thereof pursuant to Section 6 hereof) in

23 an aggregate principal amount not exceeding $224,570,000, is hereby authorized and approved by the Commission, subject to the limitations and conditions provided herein.

The 2026 Bonds may be issued for the purpose of providing funds (a) for the financing of the Refinancing Project (including through the refinancing of commercial paper issued to finance the Refinancing Project) and (b) to pay the costs of issuance of the 2026 Bonds. If determined to be beneficial to the Commission by the General Manager, with the advice of PFM Financial Advisors LLC, the municipal advisors to the Commission with respect to the 2026 Bonds (the “Municipal Advisor”), the 2026 Bonds may also be issued for the secondary purposes of providing funds to pay for (i) any credit enhancement of any 2026 Bonds (including without limitation bond insurance policies and/or reserve fund surety bonds or insurance policies) and (ii) the funding of debt service reserves for the 2026 Bonds or for other bonds issued under the Indenture.

The General Manager is hereby authorized and directed to determine the aggregate principal amount of 2026 Bonds to be issued from time to time (subject to the maximum amounts and further limitations and conditions set forth herein) and to determine the various titles and series designations (including the designation of any series of bonds as “notes”) of the 2026 Bonds. The 2026 Bonds may be issued as obligations the interest on which is or is not subject to federal income tax. The forms of the 2026 Bonds, in substantially the forms set forth in the forms of the Supplemental Indenture presented to this meeting, are hereby approved. The General Manager of the Commission is hereby authorized and directed to approve and to execute the 2026 Bonds by manual or facsimile signature, and the Director of Commission Affairs (who is also the Secretary of the Commission for purposes of the Indenture) 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 issuance of the 2026 Bonds, subject to the limitations set forth in Section 2 hereof.

The Commission finds, in relation to 2009D Certificates and the Commission’s related payment undertakings under the Headquarters Building MOU and the SFPUC Build America Bonds , that the following significant non- economic factors do exist (impacting such Commission payment obligations):
• the federal subsidy rate originally provided to the 2009D Certificates and the SFPUC Build America Bonds have been reduced and such reduced subsidy rate has applied for many years and is at risk of being reduced further or eliminated through legislation or otherwise; and • the exclusion of interest from owner's income subject to federal income taxation or other tax benefits available to the 2009D Certificates and the SFPUC Build America Bonds could be diminished or eliminated through legislation or otherwise.

The Commission hereby finds , with respect to the financing of the Refinancing Project, that the foregoing factors justify waiver of savings and other refinancing

24 parameters, to the extent applicable to the Refinancing Project, set forth in the Commission’s Debt Management Policies and Procedures. To the extent applicable, such conditions and parameters are hereby waived.

Section 2. Sale; Bond Purchase Contract . The sale of the 2026 Bonds , in one or more series or subseries and on one or more dates, is hereby authorized and approved by the Commission pursuant to the Charter (as supplemented by California Government Code Sections 53580 et seq.), the Authorizing Ordinances and this Resolution, and subject to the limitations and conditions provided herein. Subject to the other limitations provided herein, the interest rate or rates on the 2026 Bonds shall not exceed twelve percent (12%) and the final maturity of any 2026 Bonds shall not exceed 40 years from their date of issuance. The General Manager is hereby authorized and directed, for and on behalf of and in the name of the Commission, to sell such 2026 Bonds at one or more sales in such principal amount as the General Manager may determine, subject to the further limitations and conditions hereof. The General Manager is hereby authorized to enter into one or more Bond Purchase Contracts with Barclays, as the General Manager deems appropriate, substantially in the form presented at this meeting and on file with the Director of Commission Affairs, 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 each such Bond Purchase Contract; provided, however, that the total compensation to Barclays in respect of the 2026 Bonds, inclusive of all expense reimbursements in respect of the 2026 Bonds, shall not exceed 0.33 percent (0.33%) of the par value of the 2026 Bonds to be sold pursuant to any such Bond Purchase Contract. 2026 Bonds sold in a sale shall be delivered to Barclays upon payment of the purchase price agreed upon in the applicable 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.

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 2026 Bonds, as well as similar water revenue bonds and power revenue bonds to refinance Base Rental Payments under the Project Lease and/or refund other Federally -Taxable Build America Bonds issued by the Commission for its wat er enterprise (or retire commercial paper notes issued or incurred for such purposes), be sold to Barclays, in a negotiated sale. Barclays has represented that it will buy all of the 2026 Bonds without the present intention to sell or reoffer the 2026 Bonds (or any portion of the 2026 Bonds or any interest in the 2026 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 2026 Bonds or any part thereof at some future time and from time to time at its sole discretion. Staff estimates

25 that the sale of these Refinancing Project 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 multiple disclosure documents and investor presentations, the provision of multiple 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 of the Refinancing Project (including the ability to coordinate among the 2026 Bonds, water revenue bond and power revenue bonds for the Refinancing Project), cashflow savings and the ability to refund such bonds separately in the future. Based upon the foregoing the General Manager has determined that the sale of the 2026 Bonds to Barclays is likely to result in lower overall costs (and greater flexibility) than achieved by selling such bonds at public sales, and should be approved by the Commission.

Section 3. Disposition of Revenues; Pledge of Net Revenues; Rate Covenant .

Section 5.01(b) of the Indenture, which sets forth the disposition of Revenues (as defined in the Indenture) applicable to the 2026 Bonds relating to the Enterprise is hereby confirmed by the Commission and the Commission further confirms, pledges and covenants with the holders of the 2026 Bonds that the Revenues shall be appropriated and expended in the order of priority set forth in Section 5.01(b) of the Indenture and the 2026 Bonds shall be subject to the pledge of Net Revenues (as defined in the Indenture) as set forth in Section 5.01(c) of the Indenture, as the same may be amended from time to time. This Commission also declares that the Commission will comply with all of the terms, provisions and covenants contained in the Indenture, as the same may be amended from time to time, including the covenants to establish, fix and prescribe rates, fees and charges sufficient to enable the Commission to comply with the terms, conditions and covenants of the Indenture.

Section 4. Supplemental Indentures . The proposed form of Supplemental Indenture for each series and/or subseries of 2026 Bonds submitted to this Commission, and the terms and conditions thereof, are hereby approved. The General Manager of the Commission is hereby authorized and directed to execute and deliver and the Director of Commission Affairs or the Director of Commission Affairs’ designee is authorized to attest to one or more Supplemental Indentures in such form, with such additions thereto or changes therein which they may approve with the advice of the City Attorney, such approval to be conclusively evidenced by the execution and delivery of such Supplemental Indentures. The Director of Commission Affairs is directed to file a copy of the form of Supplemental Indenture with the minutes of this meeting. Subject to the further limitations hereof, the principal amount, date, maturity date or dates, maximum interest rate or rates, series designation, interest payment dates, forms, registration privileges, place or places of payment, terms of redemption, insurance provisions and other terms of the 2026 Bonds shall be as provided in the Indenture.

Section 5. Continuing Disclosure Certificates . The proposed form of Continuing Disclosure Certificate for the 2026 Bonds, submitted to this Commission, is hereby approved. The General Manager is hereby authorized and directed to execute one or more Continuing Disclosure Certificates for the 2026 Bonds from time to time,

26 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 approval 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 6. General Authority . The General Manager or 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, filing agent agreements and listing agreements, to contract for municipal bond insurance for all or a portion of the 2026 Bonds if determined by the General Manager, with the advice of the Municipal Advisor, to be beneficial to the Commission, to contract for one or more surety bonds or insurance policies for the debt service reserves for the 2026 Bonds if determined by the General Manager, with the advice of the Municipal Advisor, to be beneficial to the Commission, to do any and all things and take any and all actions which may be necessary or advisable, in their discretion, to accomplish the intent and purposes of this resolution including the issuance and sale of the 2026 Bonds, the financing or refinancing of the project, the retirement of commercial paper, and the other actions which the Commission has approved in this resolution. The General Manager may delegate the authority in this resolution to the Deputy General Manager and Chief Operating Officer; the Chief Financial Officer and Assistant General Manager, Business Services; or any Deputy Chief Financial Officer of the Commission , as the General Manager or the acting General Manager deems necessary or appropriate.

The General Manager is hereby authorized and directed to submit to the Board of Supervisors a proposed ordinance(s) authorizing the issuance of not -to-exceed $224,570,000 aggregate principal amount of Wastewater Revenue Bonds and other forms of indebtedness, including commercial paper, under the terms of Proposition E, to finance the Refinancing Project. Such ordinance may be combined with ordinances relating to Wastewater Revenue Bonds and/or Power Revenue Bonds to finance the prepayment of Base Rental Payments under the Project Lease allocable to the Commission’s water enterprise and power enterprise, respectively, and to refund certain other Federally -Taxable Build America Bonds issued by the Commission for its water enterprise.

Section 7. 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 8. Ratification. All actions heretofore taken by the officers, employees and agents of the Commission with respect to the authorization, sale and issuance of the 2026 Bonds and the authorizations under this Resolution prior to the date hereof

27 and in accordance with the provisions hereof are hereby approved, confirmed and ratified.

Section 9. 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 on June 9, 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 B

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 Fifth Supplemental Indenture, dated as of [_____ 1, 2026] (the “Fifth Supplemental Indenture”), relating to the 2026 Series B 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 $[PAR AMOUNT] aggregate principal amount of Public Utilities Commission of the City and County of San Francisco Power Revenue Bonds, 2026 Series B (the “Bonds”).

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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. The 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 tax-exempt Commercial Paper Notes issued to prepay the lease payments under the Project Lease, dated October 1, 2009, between the City and the Trustee, as lessor thereunder (“Project Lease”) and retire a portion of the outstanding Certificates of Participation, Series 2009D (525 Golden Gate Avenue-San Francisco Public Utilities Commission Office Project) (the “Refinancing Project”)], to finance the Refinancing Project, 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

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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 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 respect 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 (iii) 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, its 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 agreement, 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

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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, 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 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 therefrom 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 issuance, 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 the 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 that 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

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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.
(j) Financial Statements. The financial statements of the Commission for 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 each 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

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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 Purchase 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 Contract 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 decision 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 Date, 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 decision, 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.

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(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) Evidence that the bonds to be sold pursuant to the (i) Bond Purchase Agreement (the “Series 2026[A] Wastewater Bond Purchase Agreement”), dated [_____ 1, 2026] relating to the [$________ Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds, 2026 Series [A]] (the “2026 Series A Wastewater Bonds”) and (ii) Bond Purchase Agreement (the “Series 2026[A] Water Bond Purchase Agreement” and together with the Series 2026[A] Wastewater Bond Purchase Agreement, the “Other Enterprise Bond Purchase Agreements”), dated [_____ 1, 2026] relating to the [Series 2026[A] Water Bonds] (the “Series 2026[A] Water Bonds” and together with the Series 2026[A] Wastewater Bonds, the “Other Enterprise Bonds”) have been issued and sold to the Purchaser.]

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(14) [Documents related to the discharge of the 2009D COPS to be added]
(15) 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 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 Fee 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, transportation, 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.

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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
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

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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 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

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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.

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Very truly yours,
[BARCLAYS CAPITAL INC.] [BARCLAYS
BANK PLC]

By: ___________________________________
Name: Jonathan Debrich
Title:

[Signature Page to Power Revenue Bonds 2026 Series B
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 B
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 B
Bond Purchase Contract]

S-I-1

SCHEDULE I

TO THE PURCHASE CONTRACT

MATURITY SCHEDULE

$[PAR B]
2026 SERIES B
[(______)]

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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 between 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, the 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, the 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 prudent 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 Covered Services performed by the Purchaser.

B-1

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 B
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 B (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 Certificate”), 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 occur 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 legal 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 Ordinances 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 Certificate, 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 Board 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 B (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

MWS Draft 1/5/26

$[PAR AMOUNT]

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
SAN FRANCISCO WATER 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 Amended and Restated Indenture, dated as of August 1, 2002 (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 Fifty-Third Supplemental Indenture, dated as of [_____ 1, 2026] (the “Fifty-Third 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 $[PAR AMOUNT] aggregate principal amount of Public Utilities Commission of the City and County of San Francisco San Francisco Water Revenue Bonds 2026 Series [A] (the “Bonds”).

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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. The 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 tax-exempt Commercial Paper Notes issued to prepay the lease payments under the Project Lease, dated October 1, 2009, between the City and the Trustee, as lessor thereunder (“Project Lease”) and retire a portion of the outstanding Certificates of Participation, Series 2009D (525 Golden Gate Avenue-San Francisco Public Utilities Commission Office Project) (the “Refinancing Project”)], to finance the Refinancing Project, 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

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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 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 respect 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 Fifty-Third Supplemental Indenture, the Continuing Disclosure Certificate and this Purchase Contract; and (iii) 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, its 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 agreement, 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

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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, 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 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 therefrom 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 issuance, 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 the 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 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 Fifty-Third 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 that 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

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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.
(j) Financial Statements. The financial statements of the Commission for 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 each rating agency maintaining a rating on any of its debt payable from 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

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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 Purchase 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 Contract 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 decision 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 Fifty-Third Supplemental Indenture, the Continuing Disclosure Certificate and this Purchase Contract.
(3) Final Opinion. An approving opinion or opinions of Bond Counsel, dated the Closing Date, 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 decision, 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.

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(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) Evidence that the bonds to be sold pursuant to the (i) Bond Purchase Agreement (the “Series 2026[B] Power Bond Purchase Agreement”), dated [_____ __, 2026] relating to the [$________ Public Utilities Commission of the City and County of San Francisco Power Revenue Bonds, 2026 Series [B]] (the “2026 Series [B] Power Bonds”) and (ii) Bond Purchase Agreement (the “Series 2026[A] Wastewater Bond Purchase Agreement” and together with the Series 2026[B] Power Bond Purchase Agreement, the “Other Enterprise Bond Purchase Agreements”), dated [_____ __, 2026] relating to the [Series 2026[A] Wastewater Bonds] (the “Series 2026[A] Wastewater Bonds” and together with the Series 2026[B] Power Bonds, the “Other Enterprise Bonds”) have been issued and sold to the Purchaser.]

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(14) [Documents related to the discharge of the 2009D COPS to be added.]
(15) [Any document required under the Indenture to be added.] (16) 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 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 Fee 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, transportation, 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.

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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
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

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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 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

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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.

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Very truly yours,
[BARCLAYS CAPITAL INC.] [BARCLAYS
BANK PLC]

By: ___________________________________
Name: Jonathan Debrich
Title:

[Signature Page to San Francisco Water 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 San Francisco Water 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 San Francisco Water Revenue Bonds 2026 Series [A] Bond Purchase Contract]

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SCHEDULE I

TO THE PURCHASE CONTRACT

MATURITY SCHEDULE

$[PAR]
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 between 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, the 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, the 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 prudent 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 Covered 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 San Francisco Water 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 San Francisco Water 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 Fifty-Third Supplemental Indenture, dated as of [_____ 1, 2026] (the “Fifty-Third Supplemental Indenture”), each between the Commission and U.S. Bank Trust Company, National Association, as successor trustee (“Trustee”), supplementing the Amended and Restated Indenture, dated as of August 1, 2002, 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 Certificate”), [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 occur 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 legal 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 Ordinances 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 Certificate, 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 Board 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 Capital Inc./ 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, San Francisco Water 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 CAPITAL INC./ BARCLAYS
BANK PLC]

By: __________________________________
Name:

Title:

Dated: [Closing Date]

SCHEDULE A

SALE PRICES OF THE BONDS

MWS Draft 1/5/26

$[PAR AMOUNT]

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
WASTEWATER 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 January 1, 2003 (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 Nineteenth Supplemental Indenture, dated as of [_____ 1, 2026] (the “Nineteenth 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 $[PAR AMOUNT] aggregate principal amount of Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds 2026 Series [A] (the “Bonds”).

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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. The 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 tax-exempt Commercial Paper Notes issued to prepay the lease payments under the Project Lease, dated October 1, 2009, between the City and the Trustee, as lessor thereunder (“Project Lease”) and retire a portion of the outstanding Certificates of Participation, Series 2009D (525 Golden Gate Avenue-San Francisco Public Utilities Commission Office Project) (the “Refinancing Project”)], to finance the Refinancing Project, 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

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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 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 respect 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 Nineteenth Supplemental Indenture, the Continuing Disclosure Certificate and this Purchase Contract; and (iii) 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, its 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 agreement, 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

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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, 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 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 therefrom 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 issuance, 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 the 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 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 Nineteenth 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 that 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

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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.
(j) Financial Statements. The financial statements of the Commission for 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 each rating agency maintaining a rating on any of its debt payable from 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

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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 Purchase 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 Contract 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 decision 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 Nineteenth Supplemental Indenture, the Continuing Disclosure Certificate and this Purchase Contract.
(3) Final Opinion. An approving opinion or opinions of Bond Counsel, dated the Closing Date, 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 decision, 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.

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(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) Evidence that the bonds to be sold pursuant to the (i) Bond Purchase Agreement (the “Series 2026[B] Power Bond Purchase Agreement”), dated [_____ __, 2026] relating to the [$________ Public Utilities Commission of the City and County of San Francisco Power Revenue Bonds, 2026 Series [B]] (the “2026 Series [B] Power Bonds”) and (ii) Bond Purchase Agreement (the “Series 2026[A] Water Bond Purchase Agreement” and together with the Series 2026[B] Power Bond Purchase Agreement, the “Other Enterprise Bond Purchase Agreements”), dated [_____ __, 2026] relating to the [Series 2026[A] Water Bonds] (the “Series 2026[A] Water Bonds” and together with the Series 2026[B] Power Bonds, the “Other Enterprise Bonds”) have been issued and sold to the Purchaser.]

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(14) [Documents related to the discharge of the 2009D COPS to be added.]
(15) [Any document required under the Indenture to be added.] (16) 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 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 Fee 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, transportation, 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.

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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
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

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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 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

-14-

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.

-15-

Very truly yours,
[BARCLAYS CAPITAL INC.] [BARCLAYS
BANK PLC]

By: ___________________________________
Name: Jonathan Debrich
Title:

[Signature Page to Wastewater 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 Wastewater Revenue Bonds 2026 Series [A] Bond Purchase Contract]

-17-

Approved as to Form:

DAVID CHIU
City Attorney
By:_________________________________
Katherine T. Ortega, Deputy City Attorney

[Signature Page to Wastewater 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 between 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, the 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, the 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,

A-2

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

A-3

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 prudent 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

A-4

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.

A-5

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 Covered Services performed by the Purchaser.

B-1

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 Wastewater 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 Wastewater 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 Nineteenth Supplemental Indenture, dated as of [_____ 1, 2026] (the “Nineteenth Supplemental Indenture”), each between the Commission and U.S. Bank Trust Company, National Association, as successor trustee (“Trustee”), supplementing the Indenture, dated as of January 1, 2003, 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 Certificate”), [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 represented, warranted or certified therein. The undersigned has examined the Charter of the City.

B-2

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 occur 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 legal 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 Ordinances 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 Certificate, 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 Board 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 other statute or administrative rule or regulation, judgment, decree, order, license, permit,

B-3

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 Capital Inc./ 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, Wastewater 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 CAPITAL INC./ BARCLAYS
BANK PLC]

By: __________________________________
Name:

Title:

Dated: [Closing Date]

SCHEDULE A

SALE PRICES OF THE BONDS

Stradling – Draft of 4/14/25

4935-2277-6186v3/200617-0012

FIFTH 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 SERIES B

i
4935-2277-6186v3/200617-0012

TABLE OF CONTENTS
Page

ARTICLE I
FIFTH SUPPLEMENT; DEFINITIONS
Section 1.01 Fifth Supplement ....................................................................................................... 3 Section 1.02 Definitions ................................................................................................................. 3 Section 1.03 Requirements of the Master Indenture ...................................................................... 5

ARTICLE II
AUTHORIZATION AND TERMS OF THE 2026B BONDS
Section 2.01 Authorization of the 2026B Bonds ............................................................................ 5 Section 2.02 Authentication of the 2026B Bonds .......................................................................... 5 Section 2.03 Terms of the 2026B Bonds ........................................................................................ 5 Section 2.04 Form of 2026B 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 2026B BONDS; FUNDS AND ACCOUNTS Section 4.01 Application of the Proceeds of the 2026B Bonds ...................................................... 7 Section 4.02 2026B Proceeds Fund ................................................................................................ 7 Section 4.03 2026B Costs of Issuance Account ............................................................................. 7 Section 4.04 No Reserve Account .................................................................................................. 8

ARTICLE V

MISCELLANEOUS
Section 5.01 2026B Bonds Subject to the Master Indenture .......................................................... 8 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 ................................................................................ 9 Section 5.07 Execution in Counterparts ......................................................................................... 9 Section 5.08 Effective Date of Fifth Supplement ........................................................................... 9

EXHIBIT A FORM OF 2026B BONDS .................................................................................... A-1 EXHIBIT B CITY CONTRACTING PROVISIONS ................................................................ B-1

1 4935-2277-6186v3/200617-0012

FIFTH SUPPLEMENTAL TRUST INDENTURE
This FIFTH SUPPLEMENTAL TRUST INDENTURE, dated as of _______ 1, 2026 (this “Fifth 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 from 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) 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
2 4935-2277-6186v3/200617-0012
WHEREAS, on May 20, 2015, the SFPUC 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) and $7,530,000 aggregate principal amount of Power Revenue Bonds, 2015 Series B 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, on December 21, 2021, the SFPUC issued its $74,280,000 aggregate principal amount of Public Utilities Commission of the City and County of San Francisco Power Revenue Bonds, 2021 Series A (Green Bonds) and $49,720,000 aggregate principal amount of Power Revenue Bonds, 2021 Series B under the Master Indenture, as previously supplemented and amended, and as supplemented and amended by the Second Supplemental Trust Indenture, dated as of December 1, 2021, by and between the SFPUC and the Trustee; and
WHEREAS, on October 12, 2023, the SFPUC issued its $123,905,000 aggregate principal amount of Public Utilities Commission of the City and County of San Francisco Power Revenue Bonds, 2023 Series A under the Master Indenture, as previously supplemented and amended, and as supplemented and amended by the Third Supplemental Trust Indenture, dated as of October 1, 2023, by and between the SFPUC and the Trustee; and
WHEREAS, on [May 15], 2026, the SFPUC issued its $__________ aggregate principal amount of Public Utilities Commission of the City and County of San Francisco Power Revenue Bonds, 2026 Refunding Series A under the Master Indenture, as previously supplemented and amended, and as supplemented and amended by the Fourth Supplemental Trust Indenture, dated as of May 1, 2026, by and between the SFPUC and the Trustee; and WHEREAS, the Master Indenture provides that the SFPUC may issue additional Series of Bonds from time to time as authorized by a Supplemental Trust Indenture; and WHEREAS, the City has previously issued 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
WHEREAS, the Certificates were executed and delivered pursuant to the terms of the Trust Agreement, dated October 1, 2009 (the “Certificate Trust Agreement”), between the City and [The Bank of New York Mellon Trust Company, N.A.] (the “Certificate Trustee”), and the Certificates were payable from Base Rental Payments payable by the City under the terms of that certain Project Lease, dated October 1, 2009, between the City and the Certificate Trustee, as lessor thereunder; WHEREAS, pursuant to a memorandum of understanding between the City and the Commission, the Commission has reimbursed the General Fund of the City for payments heretofore made in respect to the Certificates from revenues of Commission enterprise funds (i.e., water, wastewater and power revenues), allocable to square footage used by each enterprise of the Commission Headquarters;
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WHEREAS, The 2009C Certificates have been fully paid;
WHEREAS, The 2009D Certificates were issued as Federally-Taxable Build America Bonds remain outstanding and have an outstanding principal balance of $[______] as of [____], 2026; WHEREAS, the SFPUC deems it necessary and desirable and in the public interest to issue a Series of Bonds (the “2026B 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 Article VIIIB thereof, and the Power Enterprise Revenue Bond Law, as applicable, and pursuant to the terms and conditions set forth herein, for the purpose of financing the prepayment [(including through the retirement of certain outstanding commercial paper notes)] of a portion of the 2009D Certificates previously executed and delivered by the City to finance a portion of the costs of the SFPUC office project at 525 Golden Gate Avenue benefitting the Power Enterprise; and WHEREAS, on ________, 2026, the Commission passed its Resolution No. 26-____, approving, among other things, the issuance of the 2026B Bonds and the execution and delivery of this Fifth Supplement; and
WHEREAS, the Board, by Ordinance No. ____ adopted by the Board on ________, 2026, and signed by the Mayor on ___________, 2026, has authorized the issuance of the 2026B Bonds by the SFPUC for the Power Enterprise; and
WHEREAS, all acts and proceedings required by law necessary to make the 2026B 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 Fifth 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 Fifth 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 2026B Bonds at any time issued and Outstanding under the Trust Indenture and this Fifth 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 2026B 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 2026B 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 2026B Bonds, as follows:

ARTICLE I

FIFTH SUPPLEMENT; DEFINITIONS
Section 1.01 Fifth Supplement. This Fifth 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 4 4935-2277-6186v3/200617-0012
Indenture. In addition, unless the context otherwise requires, the following terms shall have the following meanings in this Fifth Supplement:
“Authorized Denominations” means, with respect to the 2026B Bonds, $5,000 and any integral multiple thereof.
“Certificate Trustee” has the meaning ascribed to it in the recitals above. “Fifth Supplement” means this Fifth 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 2026B Bonds, [Barclays Bank PLC][Barclays Capital Inc.], as purchaser of the 2026B Bonds, and [any person, firm, joint venture, association, partnership, business, trust, corporation, limited liability 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.
“Reserve Requirement” means with respect to the 2026B Bonds, $0. “2009D Certificates” has the meaning ascribed to it in the recitals above. “2026B Bond Fund” means the Bond Fund for the 2026B Bonds created pursuant to Section

5.6(a) of the Master Indenture.
“2026B Bond Retirement Account” means the Bond Retirement Account created in the 2026B Bond Fund for the 2026B Bonds pursuant to Section 5.6(d) of the Master Indenture. “2026B Bonds” means the Public Utilities Commission of the City and County of San Francisco Power Revenue Bonds, 2026 Series B issued pursuant to this Fifth Supplement. “2026B Continuing Disclosure Certificate” means the Continuing Disclosure Certificate, dated the date of initial issuance of the 2026B Bonds, executed and delivered by the SFPUC, as it may be supplemented and amended in accordance with its terms. “2026B Costs of Issuance Account” means the account of that name created pursuant to Section 4.03 of this Fifth Supplement.
“2026B Proceeds Fund” means the fund of that name created pursuant to Section 4.02 of this Fifth Supplement.
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“2026B Tax Certificate” means the Tax Certificate delivered by the SFPUC at the time of the issuance and delivery of the 2026B 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 2026B Bonds, the SFPUC will be in compliance with the requirements set forth in Article III of the Master Indenture with respect to issuing additional Bonds.

ARTICLE II

AUTHORIZATION AND TERMS OF THE 2026B BONDS
Section 2.01 Authorization of the 2026B 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 Series B” (the “2026B Bonds”) and issued in the aggregate principal amount of $____________. The 2026B Bonds shall be issued for the purposes of providing moneys[, together with certain other funds to be made available upon the delivery thereof,] to finance the prepayment [(including through the retirement of certain outstanding commercial paper notes)] of a portion of the 2009D Certificates previously executed and delivered by the City to finance a portion of the costs of the SFPUC office project at 525 Golden Gate Avenue benefitting the Power Enterprise, and to pay certain expenses related to the issuance of the 2026B Bonds.

Section 2.02 Authentication of the 2026B Bonds. The 2026B Bonds shall be issued as hereinafter provided. The Registrar shall authenticate and deliver the 2026B Bonds upon receipt of all of the items set forth in Section 3.3 of the Master Indenture.

Section 2.03 Terms of the 2026B Bonds.
(a) General. The 2026B Bonds shall be issued in fully registered form in Authorized Denominations. The 2026B 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:
2026B BONDS
Maturity Date
(November 1) Principal Amount Interest Rate

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The 2026B 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 2026B Bonds shall bear interest until the principal sum thereof has been paid; provided, however, that if at the maturity date of the 2026B Bonds, funds are available for the payment thereof in full in accordance with the terms of Article XI of the Master Indenture, such 2026B Bonds shall then cease to bear interest. (b) Method of Payment. The Principal and Redemption Price of the 2026B Bonds will be payable to the Owner thereof at the corporate office of the Trustee. Interest on the 2026B 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 2026B 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 2026B 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 with respect to the payment of Principal of and interest on the 2026B Bonds to the extent of the sum or sums so paid.

Section 2.04 Form of 2026B Bonds. The 2026B Bonds shall be issued in substantially the form set forth in Exhibit A hereto. CUSIP identification numbers shall be printed on the 2026B Bonds, but such numbers shall not be deemed to be a part of the 2026B 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 2026B 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 2026B 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 2026B Bonds for redemption and the provision of notice of redemption of 2026B shall be as provided in the Master Indenture.

Section 3.02 Mandatory Sinking Fund Redemption. The 2026B 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 2026B 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. 7 4935-2277-6186v3/200617-0012
The dates and amounts of the Mandatory Sinking Fund Payments for the 2026B Bonds maturing on November 1, 20___ are as follows:
$____________ 2026B Bonds
(20__ Term Bonds)
Mandatory Sinking Fund
Redemption Date
(November 1)
Mandatory Sinking Fund
Payment

†

† Maturity.

ARTICLE IV

APPLICATION OF PROCEEDS OF 2026B BONDS; FUNDS AND ACCOUNTS Section 4.01 Application of the Proceeds of the 2026B Bonds. The proceeds of the sale of the 2026B Bonds in the amount of $___________ (representing the aggregate principal amount of the 2026B Bonds of $__________, [plus/less] original issue [premium/discount] of $________ and less [purchaser’s origination fee] of $________) shall be deposited and applied as follows:
2026B Proceeds Fund
2026B Costs of Issuance Account

Section 4.02 2026B 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 Series B Proceeds Fund” (the “2026B Proceeds Fund”) to be held in trust by the Trustee. Monies deposited in the 2026B Proceeds Fund[, together with $_________ of available funds transferred by the SFPUC and received by the Trustee,] shall be transferred by the Trustee on the date of delivery of the 2026B Bonds to the Certificate Trustee for the application to the prepayment price and accrued interest of a portion of the outstanding 2009D Certificates, as provided in the directions of the SFPUC delivered to the Trustee on or before the date of delivery of such 2026B Bonds.]
Section 4.03 2026B 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 Series B Costs of Issuance Account” (the “2026B Costs of Issuance Account”) to be held in trust by the Trustee. Monies deposited in the 2026B Costs of Issuance Account shall be paid and applied on the written request of the SFPUC to the Trustee for the costs of 8 4935-2277-6186v3/200617-0012
issuing such 2026B Bonds. Any balance remaining in the 2026B Costs of Issuance Account one year after the date of delivery of the 2026B Bonds shall be transferred by the Trustee to the Interest Account in the 2026B Bond Fund to be applied to the payment of interest coming due on the 2026B Bonds.

Section 4.04 No Reserve Account. The 2026B Bonds shall not be a Common Reserve Series, shall not be secured by a Reserve Account and the Reserve Requirement for the 2026B Bonds shall be $0.

ARTICLE V

MISCELLANEOUS
Section 5.01 2026B Bonds Subject to the Master Indenture. Except as expressly provided in this Fifth Supplement, every term and condition contained in the Master Indenture shall apply to this Fifth Supplement and to the 2026B 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 Fifth Supplement.

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 2026B 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 2026B Continuing Disclosure Certificate.

Notwithstanding any other provision of the Trust Indenture, failure of the SFPUC to comply with the 2026B Continuing Disclosure Certificate shall not be considered an Event of Default; however, any Owner of 2026B 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 2026B 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 2026B 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. 9 4935-2277-6186v3/200617-0012
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 2026B Bonds no Priority R&R Fund Deposits are required.

Section 5.07 Execution in Counterparts. This Fifth 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 Fifth Supplement. This Fifth Supplement shall take effect upon its execution and delivery.

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IN WITNESS WHEREOF, the SFPUC and the Trustee have caused this Fifth 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 2026B 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 SERIES B
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 Series B” (the Bonds of such designated Series being sometimes referred to herein as the “2026B 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 Fifth Supplemental Trust Indenture, dated as of ________ 1, 2026 (the “Fifth 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 finance the prepayment [(including through the retirement of certain outstanding commercial paper notes)] of a portion of the 2009D Certificates previously executed and delivered by the City to finance a portion of the costs of the SFPUC office project at 525 Golden Gate Avenue benefitting the Power Enterprise, and to pay certain expenses related to the issuance of the 2026B Bonds. This Bond and the rights of the Owner hereof are in all respects subject to and governed by the Trust Indenture.

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The principal of, premium, if any, and interest on the 2026B 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 Series B Bond Fund (the “2026B 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 2026B 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 2026B 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 2026B 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 2026B 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 2026B 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 2026B Bond shall be payable only upon presentation and surrender of this 2026B Bond at the corporate office of the Trustee. Principal of, and redemption premium, if any, and interest on, this 2026B 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 2026B Bond shall be computed on the basis of a 360-day year consisting of twelve (12) 30-day months.

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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).

The 2026B 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 Fifth Supplement as set forth below:

The 2026B 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 2026B Bonds called for redemption, together with accrued interest to the date fixed for redemption, without premium.

The 2026B 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 Fifth Supplement to be deposited in the 2026B 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 2026B Bonds (or portions thereof) are to be redeemed, the SFPUC shall give or cause to be given notice of the redemption of such 2026B 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 2026B 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 2026B 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 2026B 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.

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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, 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 Fifth 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 Series B, 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 {To be Updated}
The Trustee shall comply with the following provisions of this Fifth 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 Fifth Supplemental Trust Indenture.

1. Conflict of Interest. Through its execution of this Fifth 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 Fifth 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 Fifth 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 Fifth 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 Fifth Supplemental Trust Indenture. Such provisions of the LBE Ordinance are incorporated by reference and made a part of this Fifth 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 Fifth Supplemental Trust Indenture and shall entitle City, subject to any applicable notice and cure provisions set forth in this Fifth Supplemental Trust Indenture, to exercise any of the remedies provided for under this Fifth Supplemental Trust Indenture, under the LBE Ordinance or otherwise available at law or in equity, which remedies shall be cumulative unless this Fifth 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 Fifth 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 Fifth Supplemental

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Trust Indenture, or 10% of the total amount of this Fifth 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 Fifth 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 Fifth 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 Fifth 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 Fifth Supplemental Trust Indenture. (c) Nondiscrimination in Benefits. The Trustee does not as of the date of Fifth Supplemental Trust Indenture and will not during the term of this Fifth 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 Fifth 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 Fifth Supplemental Trust Indenture by reference and made a part of this Fifth 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 Fifth 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 Fifth 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 Fifth 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 Fifth 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 Fifth 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 Fifth 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 Fifth 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 Fifth 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 Fifth 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 Fifth 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 Fifth Supplemental Trust Indenture comply with the requirements of the MCO. If any subcontractor under this Fifth 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 Fifth 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 Fifth Supplemental Trust Indenture, and under applicable law. If, within 30 days after receiving written notice of a breach of this Fifth 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 Fifth Supplemental Trust Indenture. Nothing in this Fifth 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 Fifth 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 Fifth 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 Fifth 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 Fifth 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 Fifth 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 Fifth 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 Fifth 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 Fifth 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 Fifth 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 prepared

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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 Fifth 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 Fifth 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 Fifth 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 Fifth Supplemental Trust Indenture as though fully set forth herein. This provision is a material term of this Fifth Supplemental Trust Indenture. By entering into this Fifth 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 Fifth 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 penalty 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;

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(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 Fifth Supplemental Trust Indenture.

21. Laws Incorporated by Reference. The full text of the laws listed in this Exhibit B, including enforcement and penalty provisions, are incorporated into this Fifth 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 12/30/25

300879429.3

FIFTY-THIRD SUPPLEMENTAL INDENTURE
by and between
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee and

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
Dated as of _________ 1, 2026

AUTHORIZING THE ISSUANCE OF
$[PAR] AGGREGATE PRINCIPAL AMOUNT OF

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO

SAN FRANCISCO WATER REVENUE BONDS
2026 SERIES [A]
(_________)

(Supplemental to the Amended and Restated Indenture,
dated as of August 1, 2002, as amended and supplemented)

300879429.3 i

TABLE OF CONTENTS
Page

DEFINITIONS
SECTION 226.01 Definitions ........................................................................................................3

PROVISIONS RELATING TO 2026 SERIES [A] BONDS
SECTION 227.01 Authorization and Terms of 2026 Series [A] Bonds ........................................4 SECTION 227.02 Terms of Redemption .......................................................................................6 SECTION 227.03 Form of 2026 Series [A] Bonds ........................................................................7 SECTION 227.04 Use of Depository .............................................................................................7 SECTION 227.05 Issuance of 2026 Series [A] Bonds ...................................................................8 SECTION 227.06 Application of Proceeds of 2026 Series [A] Bonds ..........................................8 SECTION 227.07 2026 Series [A] Sinking Fund Account ..........................................................10 SECTION 227.08 Establishment and Application of the 2026 Series [A] Rebate Fund .............12 SECTION 227.09 Tax Covenants ................................................................................................13 SECTION 227.10 Continuing Disclosure ....................................................................................14 SECTION 227.11 Rating ..............................................................................................................14

MISCELLANEOUS
SECTION 228.01 Terms of 2026 Series [A] Bonds Subject to the Indenture .............................14 SECTION 228.02 Effective Date of Fifty-Third Supplemental Indenture ..................................15 SECTION 228.03 Holder Consents to Amendments in Forty-Third Supplemental Indenture ....................................................................................................15 SECTION 228.04 Execution in Counterparts; No Seal Required for Execution .........................15

ADDITIONAL CITY REQUIREMENTS
SECTION 229.01 Conflict of Interest ..........................................................................................15 SECTION 229.02 Proprietary or Confidential Information of the City .......................................15 SECTION 229.03 Local Business Enterprise Utilization; Liquidated Damages .........................16 SECTION 229.04 Nondiscrimination; Penalties ..........................................................................17 SECTION 229.05 MacBride Principles—Northern Ireland ..........................................................18 SECTION 229.06 Tropical Hardwood and Virgin Redwood Ban ................................................18 SECTION 229.07 Drug-Free Workplace Policy ..........................................................................18 SECTION 229.08 Resource Conservation.....................................................................................18 SECTION 229.09 Compliance with Americans with Disabilities Act ........................................18 SECTION 229.10 Sunshine Ordinance ........................................................................................18

300879429.3 ii
SECTION 229.11 Limitations on Contributions ..........................................................................19 SECTION 229.12 Requiring Minimum Compensation for Covered Employees ........................19 SECTION 229.13 Requiring Health Benefits for Covered Employees .......................................20 SECTION 229.14 Prohibition on Political Activity with City Funds ..........................................22 SECTION 229.15 Preservative-treated Wood Containing Arsenic .............................................22 SECTION 229.16 Compliance with Laws ...................................................................................23 SECTION 229.17 Protection of Private Information ...................................................................23 SECTION 229.18 Food Service Waste Reduction Requirements ...............................................23 SECTION 229.19 Submitting False Claims; Monetary Penalties ................................................23 SECTION 229.20 Sugar-Sweetened Beverage Prohibition .........................................................24 SECTION 229.21 Agreement Made in California; Venue ............................................................24 SECTION 229.22 Ownership of Results ......................................................................................24 SECTION 229.23 Audit and Inspection of Records ....................................................................24 SECTION 229.24 Subcontracting ................................................................................................24 SECTION 229.25 Assignment .....................................................................................................24 SECTION 229.26 Non-Waiver of Rights .....................................................................................25 SECTION 229.27 City a Third Party Beneficiary ........................................................................25 Exhibit BD – Form of 2026 Series [A] Bond

300879429.3

FIFTY-THIRD SUPPLEMENTAL INDENTURE
(Supplemental to the Amended and Restated Indenture,
dated as of August 1, 2002, as amended and supplemented) Authorizing the Issuance of
$[PAR] Aggregate Principal Amount of
Public Utilities Commission of the
City and County of San Francisco
San Francisco Water Revenue Bonds
2026 Series [A]
(_________)
This Fifty-Third Supplemental Indenture, dated as of _________ 1, 2026 (this “Fifty-Third Supplemental Indenture”), by and between U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association duly organized and existing under and by virtue of the laws of the United States of America, as successor trustee (the “Trustee”), and the PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO (the “Commission”), a commission duly constituted under the Charter (the “Charter”) of the City and County of San Francisco (the “City”);
W I T N E S S E T H :

WHEREAS, this Fifty-Third Supplemental Indenture is supplemental to the Amended and Restated Indenture, dated as of August 1, 2002, between the Commission and the Trustee, as amended and supplemented (the “Indenture”);
WHEREAS, as of _____ 1, 2026, there are outstanding $_________ aggregate principal amount of water revenue bonds issued pursuant to the Indenture; WHEREAS, the 2010 Series ABC Bonds, the 2010 Series DE Bonds, the 2010 Series FG Bonds, the 2016 Refunding Series AB Bonds, the 2016 Series C Bonds, the 2017 Refunding Series DEFG Bonds, the 2019 Refunding Series ABC Bonds, the 2020 Series ABCD Bonds, the 2020 Refunding Series EFGH Bonds, the 2023 Series AB Bonds, the 2023 Refunding Series CD Bonds, the 2025 Refunding Series ABC Bonds, and the 2025 Series DEF Bonds are the only water revenue bonds of the Commission currently outstanding and secured by Revenues; [WHEREAS, the City and County of San Francisco (“City”) has previously issued 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; WHEREAS, the Certificates were executed and delivered pursuant to the terms of the Trust Agreement, dated October 1, 2009 (the “Certificate Trust Agreement”), between the City

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and [The Bank of New York Mellon Trust Company, N.A.] (the “Certificate Trustee”), and the Certificates were payable from Base Rental Payments payable by the City under the terms of that certain Project Lease, dated October 1, 2009, between the City and the Certificate Trustee, as lessor thereunder;
WHEREAS, pursuant to a memorandum of understanding between the City and the Commission, the Commission has reimbursed the General Fund of the City for payments heretofore made in respect to the Certificates from revenues of Commission enterprise funds (i.e., water, wastewater and power revenues), allocable to square footage used by each enterprise of the Commission Headquarters;
WHEREAS, The 2009C Certificates have been fully paid;
WHEREAS, The 2009D Certificates were issued as Federally-Taxable Build America Bonds remain outstanding and have an outstanding principal balance of $[______] as of [____], 2026;]
WHEREAS, the Indenture provides that the Commission may, subject to the requirements of the Law and the Indenture, issue one or more other Series of Bonds from time to time pursuant to a supplemental indenture;
WHEREAS, the Commission has determined to issue pursuant to this Fifty-Third Supplemental Indenture a series of Bonds designated “San Francisco Water Revenue Bonds, 2026 Series [A] (_______)” (the “2026 Series [A] Bonds”) in the aggregate original principal amount of $[PAR] for the purpose of financing [(including the retirement of certain outstanding commercial paper notes)] [the prepayment of the portion of the outstanding 2009D Certificates allocable to the Enterprise ][and refunding [a portion] of the Commission’s outstanding San Francisco Water Revenue Bonds, 2010 Sub-Series G (Federally Taxable – Build America Bonds – Direct Payment)] (the “Refinancing Project”);
[Add recital describing any sub-series of Water Revenue Bonds issued simultaneously.] WHEREAS, the 2026 Series [A] Bonds [(and each sub-series thereof)] will be issued by the Commission under the Indenture payable on a parity with the other Outstanding Series of Bonds and any Parity State Loans;
WHEREAS, the conditions and limitations contained in the Law and the Indenture will be satisfied at the time of issuance of the 2026 Series [A] Bonds; WHEREAS, in order to provide for the issuance of the 2026 Series [A] Bonds, to establish and declare the terms and conditions upon which the 2026 Series [A] Bonds are to be issued and to secure the payment of the principal thereof, and premium, if any, and interest thereon, the Commission has authorized the execution and delivery of this Fifty-Third Supplemental Indenture; and
WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and the entering into of this Fifty-Third Supplemental Indenture do exist, have happened and have been performed in

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regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Fifty-Third Supplemental Indenture; NOW, THEREFORE, the parties hereto agree, as follows:

DEFINITIONS
SECTION 226.01 Definitions. The terms defined in this section shall, for all purposes of this Fifty-Third Supplemental Indenture, have the meanings herein specified, to be equally applicable to both the singular and plural forms of any of the terms herein defined. Terms defined in the Indenture not otherwise defined herein (including the preamble hereto) shall have the meanings specified therein.
[Certificate Trust Agreement
The term “Certificate Trust Agreement” has the meaning ascribed to it in the recitals above.]
[Certificate Trustee
The term “Certificate Trustee” has the meaning ascribed to it in the recitals above.] Closing Date
The term “Closing Date” means __________, 2026, the date of the original issuance and delivery of the 2026 Series [A] Bonds.

DTC
The term “DTC” means The Depository Trust Company, New York, New York, a limited purpose trust company organized under the laws of the State of New York, in its capacity as Securities Depository for the 2026 Series [A] Bonds.

Refinancing Project
The term “Refinancing Project” means financing [(including the retirement of certain outstanding commercial paper notes)] [the prepayment of the portion of the outstanding 2009D Certificates allocable to the Enterprise][and refunding [a portion] of the Commission’s outstanding San Francisco Water Revenue Bonds, 2010 Sub-Series G (Federally Taxable – Build America Bonds – Direct Payment)].
[2009D Certificates
The term “2009D Certificates” has the meaning ascribed to it in the recitals above.]

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PROVISIONS RELATING TO 2026 SERIES [A] BONDS
SECTION 227.01 Authorization and Terms of 2026 Series [A] Bonds. Additional Bonds of the Commission in the aggregate principal amount of $[PAR] are hereby authorized to be issued under the Charter and the Law and pursuant to the Indenture. (a) Such Bonds are designated as the “San Francisco Water Revenue Bonds, 2026 Series [A] (________)” (the “2026 Series [A] Bonds”). The aggregate principal amount of 2026 Series [A] Bonds that may be issued (except as may be otherwise provided in Section 2.08 of the Indenture) and Outstanding under this Fifty-Third Supplemental Indenture shall be $[PAR]. The 2026 Series [A] Bonds shall be of the tenor known as Current Interest Bonds.

The 2026 Series [A] Bonds shall be issued as fully registered Bonds without coupons in denominations of $5,000 or any integral multiple thereof. The 2026 Series [A] Bonds shall be dated as of the date of delivery thereof, and shall accrue interest from such date.

The 2026 Series [A] Bonds shall be initially registered in the name of “Cede & Co.,” as nominee of DTC, and shall be evidenced by one 2026 Series [A] Bond maturing on each maturity date in a denomination corresponding to the total principal designated to mature on such date.

Registered ownership of the 2026 Series [A] Bonds, or any portion thereof, may not thereafter be transferred except as set forth in Section 227.04 herein. (b) The 2026 Series [A] Bonds shall mature on November 1 on the following dates and in the following amounts and shall bear interest at the following rates per annum payable on [November] 1, 20__, and semiannually thereafter on May 1 and November 1 in each year, calculated on the basis of a 360-day year consisting of twelve 30-day months:

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Maturity Date
(November 1) Principal Amount Interest Rate

[The 2026 Series [A] Bonds maturing on November 1, 20__ are hereby designated as Term Bonds. ]
(c) Subject to Section 227.04 hereof, the principal of and premium, if any, on the 2026 Series [A] Bonds shall be payable by check or wire transfer (as described in the next paragraph) in lawful money of the United States of America to the Owner thereof, upon the surrender thereof at the corporate trust office of U.S. Bank Trust Company, National Association, in San Francisco, California, as the Trustee, or such other office designated by the Trustee.

The interest on the 2026 Series [A] Bonds shall be payable in like lawful money to the person whose name appears on the bond registration books of the Trustee as the Owner thereof as of the close of business on the 15th day of the calendar month immediately preceding an interest payment date, whether or not such day is a Business Day, such interest to be paid by check mailed to such Owner at such address as appears on such registration books or at such address as such Owner may have filed with the Trustee for that purpose, or at the request of an Owner of at least $1,000,000 in aggregate principal amount of 2026 Series [A] Bonds filed with the Trustee by such 15th day, by wire transfer to such account designated in such request at a financial institution in the United States.
(d) Each 2026 Series [A] Bond shall bear interest from the interest payment date next preceding the date of authentication thereof unless it is authenticated as of a day during the period from the 16th day of the calendar month next preceding any interest payment date to the interest payment date, inclusive, in which event it shall bear interest from such interest payment date, or

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unless it is authenticated on or before [October] 15, 20__, in which event it shall bear interest from [CLOSING DATE]; provided, however, that if, at the time of authentication of any Bond, interest is in default on Outstanding Bonds, such Bond shall bear interest from the interest payment date to which interest has previously been paid or made available for payment on the Outstanding Bonds and shall be payable to the Owners thereof of record as of a special date as shall be established by the Trustee following such default.
(e) The 2026 Series [A] Bonds shall be subject to redemption as provided in Section 227.02.
(f) The Trustee shall assign each 2026 Series [A] Bond authenticated and registered by it a distinctive letter or number, or letter and number, and shall maintain a record thereof which shall be available to the Commission for inspection.
(g) There shall be no Required Reserve for the 2026 Series [A] Bonds. (h) The Commission has reviewed all proceedings heretofore taken relative to the authorization of the 2026 Series [A] Bonds and has found, as a result of such review, that all conditions, things and acts required by law to exist, happen or be performed precedent to and in the issuance of the 2026 Series [A] Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and the Commission is authorized, pursuant to each and every requirement of law, to issue the 2026 Series [A] Bonds in the manner and form provided in this Fifty-Third Supplemental Indenture.

SECTION 227.02 Terms of Redemption.
(a) Optional Redemption. The 2026 Series [A] Bonds maturing on November 1, 20__, issued in the original principal amount of $______ shall be subject to redemption prior to their stated maturity, at the option of the Commission, from any source of available funds, as a whole or in part, on any date on or after November 1, 20__, from such maturities or portions of maturities as are determined by the Commission and by lot within any one maturity, at a redemption price equal to 100% of the principal amount of the 2026 Series [A] Bonds to be redeemed, plus accrued interest thereon to the date fixed for redemption, without premium. (b) [Mandatory Sinking Fund Redemption. The 2026 Series [A] Bonds maturing on November 1, 20__, are further subject to redemption prior to their stated maturity, and payable from the 2026 Series [A] Sinking Fund Account (described in Section 227.07), on each November 1 on and after November 1, 20__, by lot within any such maturity if less than all of the 2026 Series [A] Bonds of such maturity are then being redeemed, upon payment of the principal amount thereof and accrued interest thereon to the date fixed for redemption, without premium. Such sinking fund redemption of the 2026 Series [A] Bonds maturing November 1, 20__ shall only be made in amounts equal to, and in accordance with, the schedule of principal amounts of 2026 Series [A] Bonds to be redeemed in each such year set forth in Section 227.07 below (such schedule of principal amounts subject to adjustment as directed by the Commission in the event of optional redemption of any portion of such 2026 Series [A] Term Bonds prior to maturity pursuant to Section 227.02(a) above).

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(c) Other Terms of Redemption. Except as otherwise provided herein, the provisions of the Indenture relating to redemption of Bonds set forth in Sections 4.02, 4.03, 4.04, 4.05 and

4.06 shall apply to the redemption of the 2026 Series [A] Bonds.

SECTION 227.03 Form of 2026 Series [A] Bonds. The 2026 Series [A] Bonds and the Trustee’s certificates of authentication and registration and the form of assignment to appear thereon shall be in substantially the form set forth as Exhibit BD to this Fifty-Third Supplemental Indenture, with necessary or appropriate variations, omissions and insertions as permitted or required by this Fifty-Third Supplemental Indenture.

Pursuant to Section 3.06 and 9.01(b) of the Indenture, execution of the 2026 Series [A] Bonds does not require the seal of the Commission.

SECTION 227.04 Use of Depository.
(a) The 2026 Series [A] Bonds shall be initially registered as provided in Section 227.01 hereof. Registered ownership of the 2026 Series [A] Bonds, or any portions thereof, may not thereafter be transferred except:
(i) to any successor of DTC or its nominee, or of any substitute depository designated pursuant to clause (ii) of this subsection (a) (a “Substitute Depository”); provided that any successor of DTC or Substitute Depository shall be qualified under any applicable laws to provide the service proposed to be provided by it; (ii) to any Substitute Depository not objected to by the Trustee, upon (1) the resignation of DTC or its successor (or any Substitute Depository or its successor) from its functions as depository, or (2) a determination by the Commission that DTC (or its successor) is no longer able to carry out its functions as depository; provided that any such Substitute Depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or
(iii) to any person as provided below, upon (1) the resignation of DTC or its successor (or any Substitute Depository or its successor) from its functions as depository, or (2) a determination by the Commission to remove DTC or its successor (or Substitute Depository or its successor) from its functions as depository. (b) In the case of any transfer pursuant to clause (i) or clause (ii) of subsection (a) of this Section, upon receipt of all Outstanding 2026 Series [A] Bonds by the Trustee, together with a Written Request of the Commission to the Trustee designating the Substitute Depository, a single new 2026 Series [A] Bond, which the Commission shall prepare or cause to be prepared, shall be executed and delivered for each maturity of 2026 Series [A] Bonds then Outstanding, registered in the name of such successor or such Substitute Depository, or their nominees, as the case may be, all as specified in such Written Request of the Commission. (c) In the case of any transfer pursuant to clause (iii) of subsection (a) of this Section, upon receipt of all Outstanding 2026 Series [A] Bonds by the Trustee, together with a Written Request of the Commission to the Trustee, new 2026 Series [A] Bonds, which the Commission shall prepare or cause to be prepared in definitive form, shall be executed and delivered in such

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denominations and registered in the names of such persons as are requested in such Written Request of the Commission, subject to the limitations of Section 227.01 hereof, provided that the Trustee shall not be required to deliver such new 2026 Series [A] Bonds within a period less than 60 days after the date of receipt of such Written Request from the Commission. (d) In the case of a partial redemption or an advance refunding of any 2026 Series [A] Bonds evidencing a portion of the principal maturing in a particular year, DTC or its successor (or any Substitute Depository or its successor) shall make an appropriate notation on such 2026 Series [A] Bonds indicating the date and amounts of such reduction in principal, in form acceptable to the Trustee. The Trustee shall not be liable for such Securities Depository’s (or any Substitute Depository’s) failure to make such notations or errors in making such notations. (e) The Commission and the Trustee shall be entitled to treat the person in whose name any 2026 Series [A] Bond is registered as the Owner thereof for all purposes of the Indenture and any applicable laws, notwithstanding any notice to the contrary received by the Trustee or the Commission; and the Commission and the Trustee shall not have responsibility for transmitting payments to, communicating with, notifying, or otherwise dealing with any beneficial owners of the 2026 Series [A] Bonds. Neither the Commission nor the Trustee shall have any responsibility or obligation, legal or otherwise, to any such beneficial owners or to any other party, including DTC or its successor (or Substitute Depository or its successor), except to the Owner of any 2026 Series [A] Bonds, and the Trustee may rely conclusively on its records as to the identity of the Owners of the 2026 Series [A] Bonds.
(f) Notwithstanding any other provision of this Fifty-Third Supplemental Indenture and so long as all Outstanding 2026 Series [A] Bonds are registered in the name of Cede & Co. or its registered assigns, the Commission and the Trustee shall cooperate with Cede & Co., as sole registered Bondowner, and its registered assigns, in effecting payment of the principal of and redemption premium, if any, and interest on the 2026 Series [A] Bonds by arranging for payment in such manner that funds for such payments are properly identified and are made available on the date they are due all in accordance with the letter of representations delivered by the Commission and the Trustee to DTC with respect to the 2026 Series [A] Bonds, the provisions of which the Trustee may rely upon to implement the foregoing procedures notwithstanding any inconsistent provisions herein.

SECTION 227.05 Issuance of 2026 Series [A] Bonds.
(a) At any time after the execution of this Fifty-Third Supplemental Indenture, the Commission may execute and the Trustee may authenticate and, upon a Written Request or Certificate of the Commission, deliver 2026 Series [A] Bonds in the aggregate principal amount of $[PAR] to the initial purchaser thereof specified in such Written Request or Certificate.

SECTION 227.06 Application of Proceeds of 2026 Series [A] Bonds. (a) On the Closing Date, the original purchaser of the 2026 Series [A] Bonds will pay and deliver the purchase price of the 2026 Series [A] Bonds equal to $[PURCHASE PRICE] to the Trustee, who shall deposit and transfer this amount as follows::

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1. The Trustee shall deposit $[COI] in a separate fund to be known as the “2026 Series [A] Costs of Issuance Fund,” which the Trustee hereby agrees to establish and maintain.

2. [The Trustee shall transfer the amount of $_____ to the Certificate Trustee in accordance with a Written Request of the Commission for application to the prepayment price and accrued interest of the outstanding 2009D Certificates.]

3. [The Trustee shall establish and maintain hereunder a separate account to be known as the 2026 Series [A] Redemption Account. The Trustee shall deposit in the 2026 Series [A] Redemption Account $___________, as well as $_____ released from the Principal Fund, $______ released from the Interest Fund, $_______ released from the 2010FG Bond Reserve Account upon the issuance of the 2026 Series [A] Bonds, or a total of $________, to be applied on _______, 2026 to the redemption in full of the outstanding San Francisco Water Revenue Bonds, 2010 Series FG, 2010 Sub-Series G Bonds (Federally Taxable - Build America Bonds - Direct Payment) (the “Refunded Bonds”).

Upon redemption of the Refunded Bonds, the Trustee shall close the 2026 Series [A] Redemption Account.]

4. [The Trustee shall transfer [the remaining balance, being] $_______, to [U.S. Bank Trust Company, National Association], as issuing and paying agent for the commercial paper notes of the Enterprise, to retire a portion of such commercial paper notes.]
(b) Before any payment is made by the Trustee to pay costs of issuance from the 2026 Series [A] Costs of Issuance Fund, the Commission shall cause to be filed with the Trustee a Written Requisition of the Commission showing with respect to each payment to be made:

1. the item number of the payment;

2. the name and address of the person to whom payment is due;

3. the amount to be paid; and

4. the purpose for which the obligation to be paid was incurred.

Each such Written Requisition shall state, and shall be sufficient evidence to the Trustee:
(y) that obligations in the stated amounts have been incurred by the Commission and that each item thereof is a proper charge; and (z) that there has not been filed with or served upon the Commission notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to any of the persons named in such Written Requisition, which has not been released or will not be released simultaneously with the payment of such obligation.

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Upon receipt of each such Written Requisition, the Trustee will pay the amounts set forth in such Written Requisition as directed by the terms hereof. The Trustee need not make any such payment if it has received notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys to be so paid, which has not been released or will not be released simultaneously with such payment.

When all costs of issuance of the 2026 Series [A] Bonds have been paid, the Commission shall deliver a Certificate of the Commission stating such fact to the Trustee (as described in clause (c) below).
(c) The money in the 2026 Series [A] Costs of Issuance Fund shall be used and disbursed in the manner provided herein and therein for the purpose of paying all costs of issuance incidental to or connected with the issuance of the 2026 Series [A] Bonds (or for making reimbursements to the Commission or any other person, firm or corporation for such costs theretofore paid by such person or it).

Any balance of money remaining in the 2026 Series [A] Costs of Issuance Fund after the payment of all costs incidental to or connected with the issuance of the 2026 Series [A] Bonds (as certified to the Trustee by the Commission pursuant to the final paragraph of clause (b) above) or on ___________, 20__, whichever is earlier, shall be transferred by the Trustee to the Commission and the 2026 Series [A] Costs of Issuance Fund shall be closed.

SECTION 227.07 2026 Series [A] Sinking Fund Account.
(a) The Trustee shall establish and hold within the Principal Fund established under Section 5.02(b) of the Indenture, a 2026 Series [A] Sinking Fund Account, which the Commission hereby covenants and agrees to cause to be maintained, for payment of the Bond Obligation of the 2026 Series [A] Term Bonds.
(b) The Trustee, on or before October 31 of each year (commencing on or before October 31, 20__), shall deposit in the 2026 Series [A] Sinking Fund Account from the Principal Fund moneys in an amount sufficient to call and redeem in accordance with Section 227.02(b) hereof or to pay at final maturity, as the case may be, on the next succeeding November 1, the principal of the 2026 Series [A] Term Bonds maturing on November 1, 20__ in the following respective principal amounts in each of the following years (each such deposit of moneys being referred to as a “2026 Series [A] Minimum Sinking Fund Account Payment”):

Redemption Date
(November 1) Principal Amount

† Maturity

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(c) During the 12-month period ending on September 15 of each year immediately preceding each redemption from the 2026 Series [A] Sinking Fund Account, the Commission may satisfy, in whole or in part, the 2026 Series [A] Minimum Sinking Fund Account Payment and the redemption of 2026 Series [A] Term Bonds therefrom by depositing with the Trustee 2026 Series [A] Term Bonds for cancellation prior to the Trustee’s selection of the 2026 Series [A] Term Bonds for redemption.
(d) In lieu of the redemption of 2026 Series [A] Term Bonds pursuant to Section 227.02(b) hereof, at the Written Request of the Commission, moneys in the 2026 Series [A] Sinking Fund Account may be used and withdrawn by the Trustee at any time for the purchase of 2026 Series [A] Term Bonds at public or private sale, as and when and at such prices (including brokerage and other charges, but excluding accrued interest, which is payable from the Interest Fund) as the Commission shall direct by Written Request, but not to exceed the principal thereof, and all 2026 Series [A] Term Bonds so purchased by the Trustee or deposited by the Commission, shall be cancelled and delivered to the Commission; provided, however, that:
(i) all moneys in the 2026 Series [A] Sinking Fund Account on each September 15, beginning on September 15, 20__ and ending on September 15, 20__, together with any additional sums the Trustee expects to receive for deposit in the 2026 Series [A] Sinking Fund Account after such date and on or before the next succeeding November 1, shall be used and withdrawn by the Trustee solely for the purpose of redeeming the 2026 Series [A] Term Bonds that are subject to redemption on such next succeeding November 1 pursuant to Section 227.02(b) and Section 227.07(b) hereof; and (ii) the Trustee shall during each 12-month period beginning with the 12-month period ending on November 1, 20__, purchase or call and redeem (as herein provided) an aggregate amount of 2026 Series [A] Term Bonds equal to at least the amount of Bond Obligation of the 2026 Series [A] Term Bonds identified in Section 227.07(b) above for such 12-month period reduced by the principal amount of 2026 Series [A] Term Bonds deposited by the Commission with the Trustee as described in Section 227.07(c) hereof for such 12-month period, except that if during any such 12-month period, 2026 Series [A] Term Bonds of any Term Bond maturity have otherwise been redeemed or purchased by the Trustee or deposited by the Commission in excess of the amount of Bond Obligation of the 2026 Series [A] Term Bonds identified in Section 227.07(b) above for such 12- month period, unless otherwise directed by the Commission at the time of such redemption, purchase or deposit, the remaining 2026 Series [A] Minimum Sinking Account Payment amounts stated in Section 227.07(b) above shall be deemed to have been reduced on a Proportionate Basis, and further except that moneys in the 2026 Series [A] Sinking Fund Account shall be used, to the extent necessary, to purchase or retire the balance of the Outstanding 2026 Series [A] Term Bonds at the final maturity thereof.

The Commission hereby covenants and agrees with the Owners of the 2026 Series [A] Bonds to call and redeem 2026 Series [A] Bonds from the 2026 Series [A] Sinking Fund Account pursuant to this Section on November 1 in each of the years, and in the amounts, stated in Section 227.07(b) above (subject to adjustment of such amounts in the event of optional redemption of such 2023 Sub-Series A Term Bonds or as otherwise hereinabove provided).

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SECTION 227.08 Establishment and Application of the 2026 Series [A] Rebate Fund. (a) The Trustee shall establish and maintain a fund separate from any other fund established and maintained hereunder to be known as the “2026 Series [A] Rebate Fund” (for purposes of this Article, the “Rebate Fund”). Within the Rebate Fund, the Trustee shall maintain such accounts as it is instructed by the Commission as necessary in order to comply with the terms and requirements of the Tax Certificate with respect to the 2026 Series [A] Bonds, dated the date of issuance of the 2026 Series [A] Bonds (for purposes of this Article, the “Tax Certificate”).

Subject to the transfer provisions provided in paragraph (e) below, all money at any time deposited in the Rebate Fund shall be held by the Trustee for the account of the Commission in trust, to the extent required to satisfy the requirements for rebate, as set forth in the Tax Certificate (for purposes of this Article, the “Rebate Requirement”), for payment to the federal government of the United States of America, and no other person shall have any rights in or claim to such money. All amounts deposited into or on deposit in the Rebate Fund shall be governed by this Section, by Section 227.09 hereof and by the Tax Certificate (which is incorporated herein by reference). The Trustee shall be deemed conclusively to have complied with such provisions and fulfilled its obligation with respect to rebate as long as it follows the written directions of the Commission, including supplying all necessary information in the manner provided in the Tax Certificate. The Trustee shall not be required to take any actions under this Section, Section 227.09 hereof or the Tax Certificate in the absence of written directions by the Commission, and shall have no liability or responsibility to enforce compliance by the Commission with the terms of the Tax Certificate nor make computations in connection therewith. (b) Upon the Commission’s written direction, an amount shall be deposited in the Rebate Fund by the Trustee from deposits by the Commission so that the balance of the amount on deposit therein equals the Rebate Requirement. Computations of the Rebate Requirement shall be furnished by or on behalf of the Commission in accordance with the Tax Certificate.

The Trustee shall have no obligation to rebate any amounts required to be rebated pursuant to this Section, other than from moneys held in the funds and accounts created under the Indenture or from other moneys provided to it by or on behalf of the Commission. (c) The Trustee shall invest all amounts held in the Rebate Fund in Permitted Investments as instructed in writing by the Commission, subject to the restrictions set forth in the Tax Certificate. Moneys shall not be transferred from the Rebate Fund except as provided in paragraph (e) below.

Upon receipt of the Commission’s written directions, the Trustee shall remit part or all of the balances in the Rebate Fund to the United States, as so directed. In addition, if the Commission so directs, the Trustee will deposit moneys into or transfer moneys out of the Rebate Fund from or into such accounts or funds as directed by the Commission’s written directions. Any funds remaining in the Rebate Fund after redemption and payment of all of the 2026 Series [A] Bonds and payment and satisfaction of any Rebate Requirement shall be withdrawn and remitted to the Commission upon the Commission’s written request.

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(d) Notwithstanding any other provision of the Indenture, the obligation to remit the Rebate Requirement to the United States and to comply with all other requirements of this Section, Section 227.09 hereof and the Tax Certificate shall survive the defeasance or payment in full of the 2026 Series [A] Bonds.

SECTION 227.09 Tax Covenants.

The Commission covenants that it will not take any action, or fail to take any action, if any such action or failure to take action would adversely affect the exclusion from gross income of the interest on the 2026 Series [A] Bonds under Section 103 of the Code.

The Commission will not directly or indirectly use or permit the use of any proceeds of the 2026 Series [A] Bonds or any other funds of the Commission, or take or omit to take any action that would cause the 2026 Series [A] Bonds to be “arbitrage bonds” within the meaning of Section 148(a) of the Code. To that end, the Commission will comply with all requirements of Section 148 of the Code to the extent applicable to the 2026 Series [A] Bonds. If at any time the Commission is of the opinion that for purposes of this Section it is necessary to restrict or limit the yield on the investment of any moneys held by the Trustee under the Indenture or otherwise, the Commission shall so instruct the Trustee in writing, and the Trustee shall take such action as required by such instructions.

Without limiting the generality of the foregoing, the Commission agrees that there shall be paid from time to time all amounts required to be rebated to the United States pursuant to Section 148(f) of the Code and any temporary, proposed or final Treasury Regulations as may be applied to the 2026 Series [A] Bonds from time to time. This covenant shall survive payment in full or defeasance of the 2026 Series [A] Bonds. The Commission specifically covenants to pay or cause to be paid to the United States, at the times and in the amounts determined, the Rebate Requirement. The Trustee agrees to comply with all written instructions of the Commission given in accordance with the Tax Certificate.

Notwithstanding any provision of this Section and Section 227.08 hereof, if the Commission provides to the Trustee an opinion of nationally recognized bond counsel to the effect that any action required under this Section and Section 227.08 hereof or under the Tax Certificate is no longer required, or to the effect that some further action is required, to maintain the exclusion from gross income of the interest on the 2026 Series [A] Bonds under Section 103 of the Code, the Commission and the Trustee may rely conclusively on such opinion in complying with the provisions hereof, and the covenants hereunder shall be deemed to be modified to that extent.

The Commission shall assure that the proceeds of the 2026 Series [A] Bonds are not so used as to cause the 2026 Series [A] Bonds to satisfy the private business tests of Section 141(b) of the Code or the private loan financing test of Section 141(c) of the Code.

The Commission shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause any of the 2026 Series [A] Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Code.

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SECTION 227.10 Continuing Disclosure.

The Commission hereby covenants and agrees that it will comply with and carry out all of the provisions of that certain Continuing Disclosure Certificate, dated as of the date of issuance of the 2026 Series [A] Bonds, executed and delivered by the Commission in connection with the issuance of the 2026 Series [A] Bonds, as it may be supplemented and amended in accordance with its terms (the “2026 Series [A] Continuing Disclosure Certificate”). Notwithstanding any other provision of the Indenture, failure of the Commission to comply with the 2026 Series [A] Continuing Disclosure Certificate shall not be considered an Event of Default; however, any Bondowner or beneficial owner may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the Commission to comply with its obligations under this Section, and the sole remedy in the event of any failure of the Commission to comply with the 2026 Series [A] Continuing Disclosure Certificate shall be an action to compel performance.

SECTION 227.11 Rating.

The Commission hereby covenants and agrees that it will cause to be delivered a long-term rating on the 2026 Series [A] 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 issued under this Indenture.

MISCELLANEOUS
SECTION 228.01 Terms of 2026 Series [A] Bonds Subject to the Indenture.

Except as expressly provided in this Fifty-Third Supplemental Indenture, every term and condition contained in the Indenture shall apply to this Fifty-Third Supplemental Indenture, and to the 2026 Series [A] Bonds, with the same force and effect as if the same were herein set forth at length, with such omissions, variations and modifications thereof as may be appropriate to make the same conform to this Fifty-Third Supplemental Indenture.

This Fifty-Third Supplemental Indenture and all the terms and provisions herein contained shall form part of the Indenture as fully and with the same effect as if all such terms and provisions had been set forth in the Indenture. Except as expressly amended by Article CLXXXVII in the Forty-Third Supplemental Indenture, the Indenture is hereby ratified and confirmed and shall continue in full force and effect in accordance with the terms and provisions thereof. The amendments set forth in Article CLXXXVII in the Forty-Third Supplemental Indenture shall be incorporated as part of the Indenture upon their effectiveness as set forth in Section 187.01 in the Forty-Third Supplemental Indenture.

This Fifty-Third Supplemental Indenture and all the terms and provisions herein contained shall form part of the Indenture as fully and with the same effect as if all such terms and provisions had been set forth in the Indenture. The Indenture is hereby ratified and confirmed and shall

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continue in full force and effect in accordance with the terms and provisions thereof, as supplemented and amended hereby.

SECTION 228.02 Effective Date of Fifty-Third Supplemental Indenture. This Fifty- Third Supplemental Indenture shall take effect upon its execution and delivery.

SECTION 228.03 Holder Consents to Amendments in Forty-Third Supplemental Indenture. By acceptance of a 2026 Series [A] Bond, the holder thereof consents to the amendments described in Article CLXXXVII in the Forty-Third Supplemental Indenture.

SECTION 228.04 Execution in Counterparts; No Seal Required for Execution. This Fifty-Third Supplemental Indenture 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. No seal of the Commission is required for the execution of this Fifty-Third Supplemental Indenture.

ADDITIONAL CITY REQUIREMENTS
As used in this Article, “Agreement” means the Indenture.

To the extent of any inconsistency between the provisions in this Article and the provisions in prior Articles of this Indenture entitled “City Requirements” or “Additional City Requirements,” the provisions of this Article shall control.

SECTION 229.01 Conflict of Interest. Through its execution of this Fifty-Third Supplemental 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 Fifty-Third Supplemental Indenture.

SECTION 229.02 Proprietary or Confidential Information of the City. The Trustee understands and agrees that, in the performance of the work or services under this Fifty-Third Supplemental 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 Fifty-Third Supplemental 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.

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SECTION 229.03 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 Fifty-Third Supplemental Indenture. Such provisions of the LBE Ordinance are incorporated by reference and made a part of this Fifty-Third Supplemental 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 Fifty-Third Supplemental Indenture and shall entitle City, subject to any applicable notice and cure provisions set forth in this Fifty-Third Supplemental Indenture, to exercise any of the remedies provided for under this Fifty-Third Supplemental Indenture, under the LBE Ordinance or otherwise available at law or in equity, which remedies shall be cumulative unless this Fifty-Third Supplemental 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 Fifty-Third Supplemental 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 Fifty-Third Supplemental Indenture, or 10% of the total amount of this Fifty-Third Supplemental 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 Fifty-Third Supplemental 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 Fifty-Third Supplemental Indenture, and shall make such records available for audit and inspection by the Director of CMD or the Controller upon request.

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SECTION 229.04 Nondiscrimination; Penalties.
(a) Trustee Shall Not Discriminate
In the performance of this Fifty-Third Supplemental 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 Fifty-Third Supplemental Indenture.
(c) Nondiscrimination in Benefits
The Trustee does not as of the date of this Fifty-Third Supplemental Indenture and will not during the term of this Fifty-Third Supplemental 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. (d) Condition to Contract
As a condition to this Fifty-Third Supplemental 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 Section by reference and made a part of this Fifty-Third Supplemental 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 Fifty-Third Supplemental Indenture under such Chapters,

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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 Fifty-Third Supplemental Indenture may be assessed against the Trustee and/or deducted from any payments due the Trustee.

SECTION 229.05 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 Fifty-Third Supplemental Indenture on behalf of the Trustee acknowledges and agrees that he or she has read and understood this Section.

SECTION 229.06 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.

SECTION 229.07 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 Fifty-Third Supplemental Indenture.

SECTION 229.08 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 Fifty-Third Supplemental Indenture.

SECTION 229.09 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 Fifty-Third Supplemental 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 Fifty-Third Supplemental Indenture and further agrees that any violation of this prohibition on the part of the Trustee, its employees, agents or assigns will constitute a material breach of this Fifty-Third Supplemental Indenture.

SECTION 229.10 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

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organization is awarded the contract or benefit. Information provided which is covered by this paragraph will be made available to the public upon request.

SECTION 229.11 Limitations on Contributions. Through execution of this Fifty-Third Supplemental 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.

SECTION 229.12 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 Fifty-Third Supplemental 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 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 Fifty-Third Supplemental Indenture comply with the requirements of the MCO. If any subcontractor under this Fifty-Third Supplemental Indenture fails to comply, the City may pursue any of the remedies set forth in this Section against the Trustee.

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(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 Fifty-Third Supplemental 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 Fifty-Third Supplemental Indenture, and under applicable law. If, within 30 days after receiving written notice of a breach of this Fifty-Third Supplemental 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 Fifty-Third Supplemental Indenture. Nothing in this Fifty-Third Supplemental Indenture is intended to preclude the City from investigating any report of an alleged violation of the MCO.

SECTION 229.13 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

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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 Fifty-Third Supplemental 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 Fifty-Third Supplemental 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 Fifty-Third Supplemental 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 Fifty-Third Supplemental 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 Fifty-Third Supplemental 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 Fifty-Third Supplemental 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.

SECTION 229.14 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 Fifty-Third Supplemental 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 and 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 Fifty-Third Supplemental 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.

SECTION 229.15 Preservative-treated Wood Containing Arsenic. The Trustee may not purchase preservative-treated wood products containing arsenic in the performance of this Fifty-Third Supplemental 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

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Trustee may purchase preservative-treated wood products on the list of environmentally preferable alternatives 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.

SECTION 229.16 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 Fifty-Third Supplemental 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.

SECTION 229.17 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 Fifty-Third Supplemental Indenture. In such an event, in addition to any other remedies available to it under equity or law, the City may terminate this Fifty-Third Supplemental Indenture, bring a false claim action against the Trustee pursuant to Chapter 6 or Chapter 21 of the Administrative Code, or debar the Trustee.

SECTION 229.18 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 Fifty-Third Supplemental Indenture as though fully set forth herein. This provision is a material term of this Fifty-Third Supplemental Indenture. By entering into this Fifty-Third Supplemental 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 Fifty-Third Supplemental 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.

SECTION 229.19 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 penalty 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;

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(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.

SECTION 229.20 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 Fifty-Third Supplemental Indenture.

SECTION 229.21 Agreement Made in California; Venue. The formation, interpretation and performance of this Agreement shall be governed by the laws of the State of California. Venue for all litigation relative to the formation, interpretation and performance of this Agreement shall be in San Francisco.

SECTION 229.22 Ownership of Results. Any interest of the Trustee or its Subcontractors in drawings, plans, specifications, blueprints, studies, reports, memoranda, computation sheets, computer files and media or other documents prepared by the Trustee or its subcontractors in connection with services to be performed under this Fifty-Third Supplemental Indenture shall become the property of and will be transmitted to the City. However, the Trustee may retain and use copies for reference and as documentation of its experience and capabilities.

SECTION 229.23 Audit and Inspection of Records. The Trustee agrees to maintain and make available to the City, during regular business hours, accurate books and accounting records relating to its work under this Fifty-Third Supplemental Indenture. The Trustee will permit the City to audit, examine and make excerpts and transcripts from such books and records, and to make audits of all invoices, materials, payrolls, records or personnel and other data related to all other matters covered by this Fifty-Third Supplemental Indenture, whether funded in whole or in part under this Fifty-Third Supplemental Indenture. The Trustee shall maintain such data and records in an accessible location and condition for a period of not less than three years after final payment under this Fifty-Third Supplemental Indenture or until after final audit has been resolved, whichever is later. The State of California or any federal agency having an interest in the subject matter of this Fifty-Third Supplemental Indenture shall have the same rights conferred upon the City by this Section.

SECTION 229.24 Subcontracting. The Trustee is prohibited from subcontracting this Fifty-Third Supplemental Indenture or any part of it unless such subcontracting is first approved by the City in writing. Neither party shall, on the basis of this Fifty-Third Supplemental Indenture, contract on behalf of or in the name of the other party. An agreement made in violation of this provision shall confer no rights on any party and shall be null and void.

SECTION 229.25 Assignment. The services to be performed by Trustee are personal in character and neither this Fifty-Third Supplemental Indenture nor any duties or obligations

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hereunder may be assigned or delegated by the Trustee unless first approved by the City by written instrument executed and approved in the same manner as this Fifty-Third Supplemental Indenture.

SECTION 229.26 Non-Waiver of Rights. The omission by either party at any time to enforce any default or right reserved to it, or to require performance of any of the terms, covenants, or provisions hereof by the other party at the time designated, shall not be a waiver of any such default or right to which the party is entitled, nor shall it in any way affect the right of the party to enforce such provisions thereafter.

SECTION 229.27 City a Third Party Beneficiary. The City is hereby designated as a third party beneficiary for the purpose of enforcing all of the obligations of the Trustee contained in this Article of this Fifty-Third Supplemental Indenture and to the extent that any other rights are given to the City hereunder.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

300879429.3 S-1
IN WITNESS WHEREOF, the parties hereto have executed this Fifty-Third Supplemental Indenture by their officers thereunto duly authorized as of the date and year first written above.

U.S. BANK TRUST COMPANY, NATIONAL

ASSOCIATION,
as Trustee
By: ______________________________________
Vice President

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
By: ______________________________________
General Manager
ATTEST:
____________________________________
Secretary of the Public Utilities
Commission of the City and County
of San Francisco
Approved as to form:

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

300879429.3 BC-1

EXHIBIT BD

FORM OF 2026 SERIES [A] BOND
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 issued 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.
$______________ No. R-______
State of California
City and County of San Francisco

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO

SAN FRANCISCO WATER REVENUE BOND
2026 SERIES [A]
(_______)
Dated Date Interest Rate Maturity Date CUSIP No.
[CLOSING DATE] % November 1, 20__
Registered Owner: Cede & Co.

Principal Amount: _____________________ DOLLARS
The PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO, a commission duly organized and existing under and pursuant to the Charter of the City and County of San Francisco and the laws of the State of California (herein called the “Commission”), for value received, hereby promises to pay (but only out of the revenues hereinafter referred to) to the registered owner set forth above, or registered assigns, on the maturity date set forth above (subject to any right of prior redemption hereinafter provided for), the principal sum set forth above in lawful money of the United States of America, and to pay (but only out of the revenues hereinafter referred to) interest thereon in like lawful money from the interest payment date next preceding the date of authentication of this Bond (unless this Bond is authenticated as of a day during the period from the 16th day of the calendar month next preceding any interest payment date to and including such interest payment date, in which event it shall bear interest from such interest payment date, or unless this Bond is authenticated on or before October 15, 20__, in which event it shall bear interest from [CLOSING DATE]; provided,

300879429.3 BC-2
however, that if, at the time of authentication of any Bond, interest is in default on Outstanding Bonds, such Bond shall bear interest from the interest payment date to which interest has previously been paid or made available for payment on the Outstanding Bonds and shall be payable to the Owners thereof of record as of a special date as shall be established by the Trustee (as defined below) following such default) until payment of such principal sum, at the interest rate per annum stated above, payable on November 1, 20__ and semiannually thereafter on May 1 and November 1 in each year.

The principal (or redemption price) hereof is payable to the registered owner hereof upon the surrender hereof at the corporate trust office of U.S. Bank Trust Company, National Association, in San Francisco, California, as trustee (herein, together with any successor as trustee under the Indenture, called the “Trustee”), or such other office designated by the Trustee. The interest hereon is payable to the person whose name appears on the bond registration books of the Trustee as the registered owner hereof as of the close of business on the 15th day of the calendar month immediately preceding an interest payment date, whether or not such day is a business day, such interest to be paid, except as otherwise provided in the Indenture, by check mailed to such registered owner at such address as appears on such registration books. Interest on this Bond shall be calculated on the basis of a 360-day year comprised of twelve 30-day months.

This Bond is one of a duly authorized issue of revenue bonds of the Commission designated as the “San Francisco Water Revenue Bonds” (herein called the “Bonds”), of the series and designation indicated on the face hereof (herein called the “2026 Series [A] Bonds”) and is a Current Interest Bond (as such term is defined in the Indenture hereinafter referred to). The Bonds are not limited in aggregate principal amount and consist or may consist of one or more series of varying denominations, dates, maturities, interest rates and other provisions, as in said Indenture provided, all issued and to be issued under and pursuant to the provisions of the Charter of the City and County of San Francisco and all laws of the State of California supplemental thereto, including the Revenue Bond Law of 1941 to the extent made applicable by said Charter (herein collectively called the “Law”), and pursuant to an Amended and Restated Indenture, dated as of August 1, 2002, between the Trustee and the Commission, as further amended and supplemented, including as amended and supplemented by that certain Fifty-Third Supplemental Indenture, dated as of _________ 1, 2026, between the Trustee and the Commission, authorizing the issuance of the 2026 Series [A] Bonds (collectively, the “Indenture”).

Reference is hereby made to the Indenture (a copy of which is on file at the office of the Trustee) and to the Law for a description of the terms on which the Bonds are issued, the provisions with regard to the nature and extent of the Revenues (as such term is defined in the Indenture) and the rights thereunder (and limitations thereon) of the registered owners of the Bonds and the rights, duties and immunities of the Trustee and the rights and obligations of the Commission thereunder; and all the terms of the Indenture and the Law are hereby incorporated herein and constitute a contract between the Commission and the registered owner of this Bond, and to all the provisions thereof the owner of this Bond, by his acceptance hereof, consents and agrees. Each owner hereof shall have recourse to all of the provisions of the Law and the Indenture and shall be bound by all of the terms and conditions thereof.

The Bonds are issued to refinance and finance the reconstruction, replacement, expansion and repair of or improvements to the water facilities of the Enterprise, as more particularly

300879429.3 BC-3
described in the Indenture. The Bonds are special obligations of the Commission and are payable, as to the principal thereof, interest thereon and any premiums upon the redemption of any thereof, from the revenues of the Enterprise (which, as more particularly defined in the Indenture, are therein and herein called the “Revenues”). All of the Bonds are equally secured by a pledge of, and charge and lien upon, all of the Revenues, and the Revenues constitute a trust fund for the security and payment of the interest on and principal of the Bonds; but nevertheless out of the Revenues certain amounts may be applied for other purposes prior to the payment of the interest on or principal of the Bonds as provided in the Indenture. Additional Series of Bonds payable from the Revenues may be issued on a parity with the Bonds of this Series, but only subject to the conditions and limitations contained in the Indenture.

The principal of and interest on this Bond are payable solely from the Revenues, and the Commission is not obligated to pay them except from the Revenues. The Commission has no taxing power. The general fund of the City and County of San Francisco is not liable, and the credit or taxing power of the City and County of San Francisco is not pledged, for the payment of the Bonds or their interest. The Bonds are not secured by a legal or equitable pledge of, or charge, lien or encumbrance upon, any of the property of the Commission or any of its income or receipts, except the Revenues. The owner hereof has no right to compel the exercise of any taxing power of the City and County of San Francisco.

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

The 2026 Series [A] Bonds maturing on November 1, 20__, shall be subject to redemption prior to their stated maturity, at the option of the Commission, from any source of available funds, as a whole or in part, on any date on or after November 1, 20__, from such maturities or portions of maturities as are determined by the Commission and by lot within any one maturity, at a redemption price equal to 100% of the principal amount of the 2026 Series [A] Bonds to be redeemed, plus accrued interest thereon to the date fixed for redemption, without premium.

The 2026 Series [A] Term Bonds maturing November 1, 20__, are further subject to redemption prior to their stated maturity and payable from the 2026 Series [A] Sinking Fund Account (described in the Indenture), on each November 1 on and after November 1, 20__, by lot within any such maturity if less than all of the 2026 Series [A] Bonds of such maturity are redeemed, upon payment of the principal amount thereof and accrued interest thereon to the date fixed for redemption without premium. Such sinking fund redemption of the 2026 Series [A] Term Bonds maturing November 1, 20__ shall only be made in amounts equal to, and in accordance with, the schedule of principal amounts of 2026 Series [A] Bonds to be redeemed in each such year set forth below (subject to adjustment as directed by the Commission in the event of optional redemption of any portion of such 2026 Series [A] Term Bonds prior to maturity pursuant to the Indenture):

300879429.3 BC-4
Redemption Date
(November 1) Principal Amount

†

† Maturity

The 2026 Series [A] Bonds are issuable as fully registered Bonds without coupons in the denomination of $5,000 or any integral multiple thereof provided that no Bond shall have principal maturing on more than one principal payment date. Subject to the limitations and conditions and upon payment of the charges, if any, as provided in the Indenture, 2026 Series [A] Bonds may be exchanged for a like aggregate principal amount of 2026 Series [A] Bonds of the same series, tenor and maturity of other authorized denominations.

This Bond is transferable by the registered owner hereof, in person or by his attorney duly authorized in writing, at said office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, and upon surrender and cancellation of this Bond. Upon such transfer a new fully registered Bond or Bonds, of authorized denomination or denominations and of the same series and tenor, for the same aggregate principal amount will be issued to the transferee in exchange herefor.

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

It is hereby certified that all of the conditions, things and acts required to exist, to have happened or to have been performed precedent to and in the issuance of this Bond do exist, have happened or have been performed in due and regular time, form and manner as required by the Law and the laws of the State of California, and that the amount of this Bond, together with all other obligations of the Commission, does not exceed any limit prescribed by the Law or any laws of the State of California, and is not in excess of the amount of Bonds permitted to be issued under the Indenture.

This Bond shall not be entitled to any benefit under the Indenture, or become valid or obligatory for any purpose, until the certificate of authentication and registration hereon endorsed have been signed by the Trustee.

By acceptance of this Bond, the holder hereof consents to the amendments described in Article CLXXXVII of the Forty-Third Supplemental Indenture. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.]

300879429.3 BC-5
IN WITNESS WHEREOF, the Public Utilities Commission of the City and County of San Francisco has caused this Bond to be executed on its behalf, signed by the manual or facsimile signatures of its General Manager and of the Controller of the City and County of San Francisco and countersigned by the manual or facsimile signature of its Secretary, all as of [CLOSING DATE].

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO
__________________________________________
General Manager of the Commission
__________________________________________
Controller of the City and County
of San Francisco
Countersigned:
____________________________________
Secretary of the Commission

300879429.3 BC-6
[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION
AND REGISTRATION TO APPEAR ON THE 2026 SERIES [A] BOND] This Bond is one of the Bonds described in the within-mentioned Indenture, which has been authenticated and registered on the date set forth below.

U.S. BANK TRUST COMPANY, NATIONAL

ASSOCIATION,
as Trustee
Dated: _______ __, 20__
By: ______________________________________
Authorized Officer

300879429.3 BC-7
[FORM OF ASSIGNMENT]
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 Trustee with full power of substitution in the premises.

Dated:
_______________________________________
SIGNATURE GUARANTEED BY:
____________________________________
NOTICE: Signature must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company.

Norton Rost Fulbright US LLP draft of 12/30/2025
300861447.3

NINETEENTH SUPPLEMENTAL 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

AUTHORIZING THE ISSUANCE OF:

$________
Public Utilities Commission of the City and County of San Francisco Wastewater Revenue Bonds
2026 Series [A] (________)

Dated as of _________ 1, 2026

(Supplemental to the Indenture dated as of January 1, 2003, as amended and supplemented)

Table of Contents
Page
300861447.3

ARTICLE LXXXI DEFINITIONS ............................................................................................... 3 Section 81.01. Definitions.................................................................................................. 3 ARTICLE LXXXII PROVISIONS RELATING TO BONDS ..................................................... 5 Section 82.01. Authorization and Terms of Bonds ............................................................ 5 Section 82.02. Form of Bonds ........................................................................................... 7 Section 82.03. Use of Depository ...................................................................................... 7 Section 82.04. Issuance of 2026 Series [A] Bonds ............................................................ 9 Section 82.05. Application of Proceeds of 2026 Series [A] Bonds ................................... 9 Section 82.06. Establishment and Application of the 2026 Series [A] Costs of Issuance Fund....................................................................................................... 10 Section 82.07. Establishment and Application of the 2026 Series [A] Rebate Fund ...... 11 Section 82.08. [Establishment and Application of the 2026 Series [A] Reimbursement Account. ] .................................................................................. 12 Section 82.09. Terms of Redemption – 2026 Series [A] Bonds ...................................... 12 Section 82.10. 2026 Series [A] Bonds Sinking Fund Account ........................................ 13 Section 82.11. Tax Covenants. ........................................................................................ 15 Section 82.12. Continuing Disclosure. ............................................................................ 16 Section 82.13. No Senior State Loans. ............................................................................ 16 Section 82.14. Rating. ...................................................................................................... 16 ARTICLE LXXXIII MISCELLANEOUS .................................................................................. 17 Section 83.01. Terms of 2026 Series [A] Bonds Subject to the Indenture. ..................... 17 Section 83.02. Effective Date of Nineteenth Supplemental Indenture. This Nineteenth Supplemental Indenture shall take effect upon its execution and delivery. ......................................................................................................... 17 Section 83.03. Execution in Counterparts. This Nineteenth Supplemental Indenture 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. ........................................................................................................... 17 ARTICLE LXXXIV CITY REQUIREMENTS; EXECUTION ................................................. 17 Section 84.01. Conflict of Interest ................................................................................... 17 Section 84.02. Proprietary or Confidential Information of the City ................................ 17 Section 84.03. Local Business Enterprise Utilization; Liquidated Damages. ................. 18 Section 84.04. Nondiscrimination; Penalties. .................................................................. 19 Section 84.05. MacBride Principles—Northern Ireland .................................................. 20 Section 84.06. Tropical Hardwood and Virgin Redwood Ban ........................................ 20 Table of Contents
(continued)
Page
300861447.3
- ii -

Section 84.07. Drug-Free Workplace Policy ................................................................... 20 Section 84.08. Resource Conservation ............................................................................... 20 Section 84.09. Compliance with Americans with Disabilities Act .................................. 20 Section 84.10. Sunshine Ordinance ................................................................................. 21 Section 84.11. Limitations on Contributions ................................................................... 21 Section 84.12. Requiring Minimum Compensation for Covered Employees ................. 21 Section 84.13. Requiring Health Benefits for Covered Employees ................................. 23 Section 84.14. Prohibition on Political Activity with City Funds ................................... 24 Section 84.15. Preservative-treated Wood Containing Arsenic. The Trustee may not purchase preservative-treated wood products containing arsenic in the performance of this Nineteenth Supplemental 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 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. .......................................................................... 25 Section 84.16. Compliance with Laws ............................................................................ 25 Section 84.17. Protection of Private Information ............................................................ 25 Section 84.18. Food Service Waste Reduction Requirements ......................................... 25 Section 84.19. Submitting False Claims; Monetary Penalties ......................................... 26 Section 84.20. Sugar-Sweetened Beverage Prohibition .................................................. 26 Section 84.21. Agreement Made in California; Venue .................................................... 26 Section 84.22. Ownership of Results ............................................................................... 26 Section 84.23. Audit and Inspection of Records.............................................................. 27 Section 84.24. Subcontracting ......................................................................................... 27 Section 84.25. Assignment .............................................................................................. 27 Section 84.26. Non-Waiver of Rights .............................................................................. 27 Table of Contents
(continued)
Page
300861447.3
- iii -

Section 84.27. City a Third Party Beneficiary ................................................................. 27

EXHIBIT A FORM OF 2026[A] BOND ............................................................................... A-1

300861447.3

NINETEENTH SUPPLEMENTAL INDENTURE
THIS NINETEENTH SUPPLEMENTAL INDENTURE, dated as of _________ 1, 2026 (this “Nineteenth Supplemental Indenture”), by and between the PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO (the “Commission”), a commission duly constituted under the Charter (the “Charter”) of the City and County of San Francisco (the “City”), and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association duly organized and existing under and by virtue of the laws of the United States of America, as trustee (the “Trustee”);
W I T N E S S E T H :

WHEREAS, this Nineteenth Supplemental Indenture is supplemental to the Indenture, dated as of January 1, 2003 (the “Original Indenture”), between the Commission and the Trustee, as amended by a First Amendment to Indenture dated as of May 1, 2010 (the “First Amendment”), and as supplemented by a First Supplemental Indenture, dated as of May 1, 2010, the Second Supplemental Indenture, dated as of January 1, 2013, the Third Supplemental Indenture, dated as of February 1, 2013, the Fourth Supplemental Indenture, dated as of May 1, 2016, the Fifth Supplemental Indenture, dated as of September 14, 2017, the Sixth Supplemental Indenture, dated as of July 1, 2018, the Seventh Supplemental Indenture dated as of August 1, 2018, the Eighth Supplemental Indenture, dated as of August 1, 2018, the Ninth Supplemental Indenture, dated as of July 27, 2018, the Tenth Supplemental Indenture dated as of June 12, 2020, the Eleventh Supplemental Indenture, dated as of June 12, 2020, the Twelfth Supplemental Indenture, dated as of November 1, 2021, the Thirteenth Supplemental Indenture, dated as of November 1, 2021, the Fourteenth Supplemental Indenture, dated as of July 1, 2022, the Fifteenth Supplemental Indenture, dated as of April 1, 2023, the Sixteenth Supplemental Indenture, dated as of April 26, 2023, the Seventeenth Supplemental Indenture, dated as of July 1, 2024, and the Eighteenth Supplemental Indenture, dated as of July 1, 2024 (the Original Indenture and such aforementioned supplements, together with such other supplements or amendments as may be executed from time to time in accordance with the Original Indenture, the “Indenture”); WHEREAS, the 2010 Series B Bonds, the 2013 Series B Bonds, the 2016 Series A Bonds, the 2016 Series B Bonds, the 2018 Series A Bonds, the 2018 Series B Bonds, the 2018 Series C Bonds, the 2021 Series A Bonds, the 2021 Series B Bonds, the 2022 Series B Bonds, the 2023 Series A Bonds, the 2023 Series B Bonds, the 2023 Series C Bonds, the 2024 Series A Bonds, the 2024 Series B Bonds, the 2024 Series C Bonds, the 2024 Series D Bonds, the SRF Loans and three Water Infrastructure Finance and Innovation Act loan agreements are the only wastewater revenue indebtedness of the Commission currently outstanding and secured by Net Revenues; [WHEREAS, the City and County of San Francisco (“City”) has previously issued 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;

300861447.3
- 2 -

WHEREAS, the Certificates were executed and delivered pursuant to the terms of the Trust Agreement, dated October 1, 2009 (the “Certificate Trust Agreement”), between the City and [The Bank of New York Mellon Trust Company, N.A.] (the “Certificate Trustee”), and the Certificates were payable from Base Rental Payments payable by the City under the terms of that certain Project Lease, dated October 1, 2009, between the City and the Certificate Trustee, as lessor thereunder;
WHEREAS, pursuant to a memorandum of understanding between the City and the Commission, the Commission has reimbursed the General Fund of the City for payments heretofore made in respect to the Certificates from revenues of Commission enterprise funds (i.e., water, wastewater and power revenues), allocable to square footage used by each enterprise of the Commission Headquarters;
WHEREAS, The 2009C Certificates have been fully paid;
WHEREAS, The 2009D Certificates were issued as Federally-Taxable Build America Bonds remain outstanding and have an outstanding principal balance of $[______] as of [____], 2026;]
WHEREAS, pursuant to Proposition E, approved by a majority of the voters voting at an election on November 5, 2002 and codified as Article VIIIB of the Charter (“Article VIIIB”), the Commission has the authority to issue additional revenue bonds for the purpose of reconstructing, replacing, expanding, repairing or improving water facilities or clean water facilities, or combinations of water and clean water facilities under the jurisdiction of the Commission, subject to certain conditions, including, among others, the adoption of an ordinance by a two-thirds vote of the Board of Supervisors of the City, under such terms and conditions as the Commission may authorize;
WHEREAS, pursuant to Article VIIIB, the Board of Supervisors on ____, 2026 finally passed Ordinance No. ____-26 (the “Ordinance”), authorizing the issuance of not to exceed $____________ of Bonds, loans or other forms of indebtedness;] WHEREAS, the Indenture provides that the Commission may, subject to the requirements of the Law and the Indenture, issue one or more other Series of Bonds from time to time pursuant to a supplemental indenture;
WHEREAS, under the authority granted under Article VIIIB (as supplemented by California Government Code Sections 53580 et seq.), on ______, 2026, the Commission adopted its Resolution No. _______, approving, among other things, the issuance of (i) one or more series or subseries of taxable or tax-exempt wastewater revenue bonds, in an aggregate principal amount not to exceed $[NTE AMOUNT], for the purpose of financing the portion of the 2009D Certificates allocable to the Enterprise;

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- 3 -

WHEREAS, pursuant to such authorization, the Commission has determined to issue pursuant to this Nineteenth Supplemental Indenture, the “Wastewater Revenue Bonds, 2026 Series [A] (__________)” in a principal amount not to exceed $[PAR] (the “2026 Series [A] Bonds”) for the purpose of financing (which may include financing through the retirement of commercial paper or revolving obligations) [the prepayment of the portion of the outstanding 2009D Certificates allocable to the Enterprise][and refunding [a portion] of the Commission’s outstanding San Francisco Wastewater Revenue Bonds, 2010 Series B (Federally Taxable – Build America Bonds – Direct Payment)] (the “Refinancing Project”);
[Add recital describing any sub-series of Wastewater Revenue Bonds issued simultaneously.]
WHEREAS, the 2026 Series [A] Bonds [(and each sub-series thereof)] will be issued by the Commission under the Indenture payable on a parity with the other Outstanding Series of Bonds and any Parity Loans;
WHEREAS, the conditions and limitations contained in the Law, the Ordinance and the Indenture will be satisfied at the time of issuance of the 2026 Series [A] Bonds; WHEREAS, in order to provide for the issuance of the 2026 Series [A] Bonds, to establish and declare the terms and conditions upon which the 2026 Series [A] Bonds are to be issued and to secure the payment of the principal thereof, and premium, if any, and interest thereon, the Commission has authorized the execution and delivery of this Nineteenth Supplemental Indenture; and
WHEREAS, all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and the entering into of this Nineteenth Supplemental Indenture do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Nineteenth Supplemental Indenture; NOW, THEREFORE, the parties hereto agree, as follows:

ARTICLE LXXXI
Definitions
Section 81.01. Definitions. The terms defined in this section shall, for all purposes of this Nineteenth Supplemental Indenture, have the meanings herein specified, to be equally applicable to both the singular and the plural forms of any of the terms herein defined. Terms defined in the Indenture and not otherwise defined herein shall have the meanings specified therein.

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- 4 -

[Certificate Trust Agreement
The term “Certificate Trust Agreement” has the meaning ascribed to it in the recitals above.]
[Certificate Trustee
The term “Certificate Trustee” has the meaning ascribed to it in the recitals above.] Closing Date
The term “Closing Date” means __________, 2026, the date of the original issuance and delivery of the 2026 Series [A] Bonds.

DTC
The term “DTC” means The Depository Trust Company, New York, New York, a limited purpose trust company organized under the laws of the State of New York, in its capacity as Securities Depository for the 2026 Series [A] Bonds.

Interim Funding Program
The term “Interim Funding Program” means, together, the tax-exempt and taxable notes captioned “Public Utilities Commission of the City and County of San Francisco Commercial Paper Notes (Wastewater Series, Proposition E),” pursuant to one or more of the five available bank credit facilities, in the aggregate principal amount not to exceed $675,000,000, and tax- exempt obligations captioned “Public Utilities Commission of the City and County of San Francisco Revolving Obligations (Wastewater Series, Proposition E),” pursuant to a revolving credit agreement with U.S. Bank Trust Company, National Association, in the aggregate principal amount not to exceed $75,000,000.

Refinancing Project
The term “Refinancing Project” means financing [(including the retirement of certain outstanding commercial paper notes or revolving obligations)] [the prepayment of the portion of the outstanding 2009D Certificates allocable to the Enterprise][and refunding [a portion] of the Commission’s outstanding San Francisco Wastewater Revenue Bonds, 2010 Series B (Federally Taxable – Build America Bonds – Direct Payment)].
[2009D Certificates
The term “2009D Certificates” has the meaning ascribed to it in the recitals above.]

300861447.3
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2026 Series [A] Continuing Disclosure Certificate
The term “2026 Series [A] Continuing Disclosure Certificate” means the Continuing Disclosure Certificate, dated the date of initial issuance of the 2026 Series [A] Bonds, executed and delivered by the Commission, as it may be supplemented and amended in accordance with its terms.
2026 Series [A] Bonds
The term “2026 Series [A] Bonds” means the 2026 Series [A] Bonds authorized pursuant to Section 82.01(a).
2026 Series [A] Costs of Issuance Fund
The term “2026 Series [A] Costs of Issuance Fund” means the fund by that name established pursuant to Section 82.06.
2026 Series [A] Rebate Fund
The term “2026 Series [A] Rebate Fund” means the fund by that name established pursuant to Section 82.07.
2026 Series A Reimbursement Account
The Term “2024 Series C Reimbursement Account” means the account by that name established within the Capital Project Fund pursuant to Section 82.08.

ARTICLE LXXXII

PROVISIONS RELATING TO BONDS
Section 82.01. Authorization and Terms of Bonds.
(a) A Series of Bonds is hereby created and such Bonds are designated as the “Wastewater Revenue Bonds, 2026 Series [A] (____________),” which shall be a Series of Clean Water Revenue Bonds issued under the Indenture. The aggregate principal amount of 2026 Series [A] Bonds that may be issued and Outstanding under this Nineteenth Supplemental Indenture shall not exceed $[PAR], except as may be otherwise provided in Section 2.08. The 2026 Series [A] Bonds shall be of the tenor known as Current Interest Bonds. (b) The 2026 Series [A] Bonds shall be initially registered in the name of “Cede & Co.,” as nominee of DTC, and shall be evidenced by one 2026 Series [A] Bond maturing on each respective maturity date in a denomination corresponding to the total principal designated to mature on such date. Registered ownership of the 2026 Series [A] Bonds, or any portion thereof, may not thereafter be transferred except as set forth in Section 82.03 herein.

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- 6 -

(c) The 2026 Series [A] Bonds shall be issued as fully registered Bonds without coupons in the denominations of $5,000 or any integral multiple thereof; provided that no 2026 Series [A] Bond shall have principal maturing on more than one principal maturity date. The 2026 Series [A] Bonds shall be dated as of the Closing Date, the date of delivery thereof, and shall accrue interest from such date.
(d) The 2026 Series [A] Bonds shall mature on October 1 in the following years and in the following amounts and shall bear interest at the following rates per annum payable on April 1 and October 1 in each year, commencing October 1, 202_, calculated on the basis of a 360- day year consisting of twelve 30-day months:

Maturity
(October 1) Principal
Amount Interest Rate

[The 2026 Series [A] Bonds maturing on October 1, 20__ are hereby designated as Term Bonds. ]
(e) The principal of and premium, if any, on the 2026 Series [A] Bonds shall be payable by check or wire in lawful money of the United States of America to the Owner thereof, upon the surrender thereof at the corporate trust office of the Trustee in San Francisco, California, or such other office designated by the Trustee.

The interest on the 2026 Series [A] Bonds shall be payable in like lawful money to the person whose name appears on the bond registration books of the Trustee as the Owner thereof as of the close of business on the 15th day of the calendar month immediately preceding an interest payment date, whether or not such day is a Business Day, such interest to be paid by check mailed to such Owner at such address as appears on such registration books or at such address as such Owner may have filed with the Trustee for that purpose, or at the request of an Owner of at least $1,000,000 in aggregate principal amount of 2026 Series [A] Bonds filed with the Trustee by such 15th day, by wire transfer to such account designated in such request at a financial institution in the United States.
(f) Each 2026[A] Bond shall bear interest from the interest payment date next preceding the date of authentication thereof unless it is authenticated as of a day during the period

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from the 16th day of the calendar month next preceding any interest payment date to the interest payment date, inclusive, in which event it shall bear interest from such interest payment date, or unless it is authenticated on or before [September] 15, 202_, in which event it shall bear interest from the Closing Date; provided, however, that if, at the time of authentication of any 2026[A] Bond, interest is in default on Outstanding 2026 Series [A] Bonds, such 2026[A] Bond shall bear interest from the interest payment date to which interest has previously been paid or made available for payment on the Outstanding 2026 Series [A] Bonds and shall be payable to the Owners thereof of record as of a special date as shall be established by the Trustee following such default. (g) The Trustee shall assign each 2026[A] Bond authenticated and registered by it a distinctive letter, or number, or letter and number, and shall maintain a record thereof which shall be available to the Commission for inspection.
(h) On January 30, 2013, certain amendments set forth in the First Amendment that govern the sizing of the Required Reserve for each Series of Bonds became effective in accordance with the terms of the Indenture. [In accordance therewith, the Commission has determined not to fund a Reserve Account for the 2026 Series [A] Bonds.] (i) The Commission has reviewed all proceedings heretofore taken relative to the authorization of the 2026 Series [A] Bonds and has found, as a result of such review, that all conditions, things and acts required by law to exist, happen or be performed precedent to and in the issuance of the 2026 Series [A] Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and the Commission is authorized, pursuant to each and every requirement of law, including the Law, to issue the 2026 Series [A] Bonds in the manner and form provided in this Nineteenth Supplemental Indenture.

Section 82.02. Form of Bonds. The 2026 Series [A] Bonds and the Trustee’s certificates of authentication and registration and the forms of assignment to appear thereon shall be in substantially the forms set forth as Exhibit A to this Nineteenth Supplemental Indenture, with necessary or appropriate variations, omissions and insertions as permitted or required by this Nineteenth Supplemental Indenture.

Section 82.03. Use of Depository.
(a) The 2026 Series [A] Bonds shall be initially registered as provided in Section 82.01(d) hereof. Registered ownership of the 2026 Series [A] Bonds, or any portions thereof, may not thereafter be transferred except:
(i) to any successor of DTC or its nominee, or of any substitute depository designated pursuant to clause (ii) of this subsection (a) (a “Substitute Depository”); provided that any successor of DTC or Substitute Depository shall be qualified under any applicable laws to provide the service proposed to be provided by it;

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(ii) to any Substitute Depository not objected to by the Trustee, upon (1) the resignation of DTC or its successor (or any Substitute Depository or its successor) from its functions as depository, or (2) a determination by the Commission that DTC (or its successor) is no longer able to carry out its functions as depository; provided that any such Substitute Depository shall be qualified under any applicable laws to provide the services proposed to be provided by it; or (iii) to any person as provided below, upon (1) the resignation of DTC or its successor (or any Substitute Depository or its successor) from its functions as depository, or (2) a determination by the Commission to remove DTC or its successor (or Substitute Depository or its successor) from its functions as depository.
(b) In the case of any transfer pursuant to clause (i) or clause (ii) of subsection (a) of this Section, upon receipt of all Outstanding 2026 Series [A] Bonds by the Trustee, together with a Written Request of the Commission to the Trustee designating the Substitute Depository, a single new 2026[A] Bond, which the Commission shall prepare or cause to be prepared, shall be executed and delivered for each maturity of each series of the 2026 Series [A] Bonds then Outstanding, registered in the name of such successor or such Substitute Depository, or their nominees, as the case may be, all as specified in such Written Request of the Commission.

In the case of any transfer pursuant to clause (iii) of subsection (a) of this Section, upon receipt of all Outstanding 2026 Series [A] Bonds by the Trustee, together with a Written Request of the Commission to the Trustee, new 2026 Series [A] Bonds, which the Commission shall prepare or cause to be prepared in definitive form, shall be executed and delivered in such denominations and registered in the names of such persons as are requested in such Written Request of the Commission, subject to the limitations of Section 82.01 hereof, provided that the Trustee shall not be required to deliver such new 2026 Series [A] Bonds within a period less than 60 days after the date of receipt of such Written Request from the Commission. (c) In the case of a partial redemption or an advance refunding of any 2026 Series [A] Bonds evidencing a portion of the principal maturing in a particular year, DTC or its successor (or any Substitute Depository or its successor) shall make an appropriate notation on such 2026 Series [A] Bonds indicating the date and amounts of such reduction in principal, in form acceptable to the Trustee. The Trustee shall not be liable for such depository’s failure to make such notations or errors in making such notations.
(d) The Commission and the Trustee shall be entitled to treat the person in whose name any 2026[A] Bond is registered as the Owner thereof for all purposes of the Indenture and any applicable laws, notwithstanding any notice to the contrary received by the Trustee or the Commission; and the Commission and the Trustee shall not have responsibility for transmitting payments to, communicating with, notifying, or otherwise dealing with any beneficial owners of the 2026 Series [A] Bonds. Neither the Commission nor the Trustee shall have any responsibility or obligation, legal or otherwise, to any such beneficial owners or to any other party, including

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DTC or its successor (or Substitute Depository or its successor), except to the Owner of any 2026 Series [A] Bonds, and the Trustee may rely conclusively on its records as to the identity of the Owners of the 2026 Series [A] Bonds.
(e) Notwithstanding any other provision of this Nineteenth Supplemental Indenture and so long as all Outstanding 2026 Series [A] Bonds are registered in the name of Cede & Co. or its registered assigns, the Commission and the Trustee shall cooperate with Cede & Co., as sole registered Bondowner, and its registered assigns, in effecting payment of the principal of and redemption premium, if any, and interest on the 2026 Series [A] Bonds by arranging for payment in such manner that funds for such payments are properly identified and are made available on the date they are due all in accordance with the Letter of Representations delivered by the Commission to DTC with respect to the 2026 Series [A] Bonds, the provisions of which the Trustee may rely upon to implement the foregoing procedures notwithstanding any inconsistent provisions herein.

Section 82.04. Issuance of 2026 Series [A] Bonds. At any time after the execution of this Nineteenth Supplemental Indenture, the Commission may execute and the Trustee may authenticate and upon a Written Request or Certificate of the Commission, deliver the 2026 Series [A] Bonds in the aggregate principal amount of $[PAR] to the respective initial purchaser thereof specified in such Written Request or Certificate.

Section 82.05. Application of Proceeds of 2026 Series [A] Bonds. On the Closing Date, the original purchaser of the 2026 Series [A] Bonds will pay and deliver the purchase price of the 2026 Series [A] Bonds equal to $[PURCHASE PRICE] to the Trustee, who shall deposit and transfer this amount as follows:
(a) The Trustee shall deposit $[COI] in the 2026 Series [A] Costs of Issuance Fund established under Section 82.06.
(b) [The Trustee shall transfer the amount of $_____ to the Certificate Trustee in accordance with a Written Request of the Commission for application to the prepayment price and accrued interest of the outstanding 2009D Certificates.] (c) [The Trustee shall establish and maintain hereunder a separate account to be known as the 2026 Series [A] Redemption Account. The Trustee shall deposit in the 2026 Series [A] Redemption Account $___________, as well as $_____ released from the Principal Fund, $______ released from the Interest Fund, $_______ released from the 2010 Series B Bond Reserve Account upon the issuance of the 2026 Series [A] Bonds, or a total of $________, to be applied on _______, 2026 to the redemption in full of the outstanding San Francisco Wastewater Revenue Bonds, 2010 Series B (Federally Taxable - Build America Bonds - Direct Payment) (the “Refunded Bonds”). Upon redemption of the Refunded Bonds, the Trustee shall close the 2026 Series [A] Redemption Account.]

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(d) [The Trustee shall deposit $______ in the 2026 Series [A] Reimbursement Account established under Section 82.08.]
Section 82.06. Establishment and Application of the 2026 Series [A] Costs of Issuance Fund.
(a) The Trustee shall establish and maintain a fund separate from any other fund established and maintained hereunder to be known as the “2026 Series [A] Costs of Issuance Fund.” The money in the 2026 Series [A] Costs of Issuance Fund shall be used and disbursed in the manner provided herein for the purpose of paying costs of issuance incidental to or connected with the issuance of the 2026 Series [A] Bonds (or for making reimbursements to the Commission or any other person, firm or corporation for such costs theretofore paid by such person or it). Any balance of money remaining in the 2026 Series [A] Costs of Issuance Fund after the payment of all costs incidental to or connected with the issuance of the 2026 Series [A] Bonds (as certified to the Trustee by the Commission) or on _________, 20__, whichever is earlier, shall be transferred by the Trustee to the Commission.
(b) Before any payment is made by the Trustee to pay costs of issuance from the 2026 Series [A] Costs of Issuance Fund, the Commission shall cause to be filed with the Trustee a Written Requisition of the Commission that states the following (which shall be sufficient evidence to the Trustee of the facts stated):
(i) the item number of the payment;
(ii) the name and address of the person to whom payment is due; (iii) the amount to be paid; and
(iv) the purpose for which the obligation to be paid was incurred. (v) Each such Written Requisition shall state, and shall be sufficient evidence to the Trustee:
(1) that obligations in the stated amounts have been incurred by the Commission and that each item thereof is a proper charge; and (2) that there has not been filed with or served upon the Commission notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys payable to any of the persons named in such Written Requisition, which has not been released or will not be released simultaneously with the payment of such obligation.

Upon receipt of each such Written Requisition, the Trustee will pay the amounts set forth in such Written Requisition as directed by the terms hereof. The Trustee need not make any such payment if it has received notice of any lien, right to lien or attachment upon, or claim affecting

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the right to receive payment of, any of the moneys to be so paid, which has not been released or will not be released simultaneously with such payment.

Section 82.07. Establishment and Application of the 2026 Series [A] Rebate Fund. (a) The Trustee shall establish and maintain a fund separate from any other fund established and maintained hereunder to be known as the “2026 Series [A] Rebate Fund.” Within the 2026 Series [A] Rebate Fund, the Trustee shall maintain such accounts as it is instructed by the Commission as necessary in order to comply with the terms and requirements of the Tax Certificate with respect to the 2026 Series [A] Bonds, dated the date of issuance of the 2026 Series [A] Bonds (for purposes of this Article, the “2026 Series [A] Tax Certificate”).

Subject to the transfer provisions provided in paragraph (e) below, all money at any time deposited in the 2026 Series [A] Rebate Fund shall be held by the Trustee for the account of the Commission in trust, to the extent required to satisfy the requirements for rebate, as set forth in the 2026 Series [A] Tax Certificate (for purposes of this Section, the “2026 Series [A] Rebate Requirement”), for payment to the federal government of the United States of America, and no other person shall have any rights in or claim to such money. All amounts deposited into or on deposit in the 2026 Series [A] Rebate Fund shall be governed by this Section, by Section 82.11 hereof and by the 2026 Series [A] Tax Certificate (which is incorporated herein by reference). The Trustee shall be deemed conclusively to have complied with such provisions and fulfilled its obligation with respect to rebate as long as it follows the written directions of the Commission, including supplying all necessary information in the manner provided in the 2026 Series [A] Tax Certificate. The Trustee shall not be required to take any actions under this Section, Section 82.11 hereof or the 2026 Series [A] Tax Certificate in the absence of written directions by the Commission, and shall have no liability or responsibility to enforce compliance by the Commission with the terms of the 2026 Series [A] Tax Certificate nor make computations in connection therewith.
(b) Upon the Commission’s written direction, an amount shall be deposited to the 2026 Series [A] Rebate Fund by the Trustee from deposits by the Commission so that the balance of the amount on deposit thereto equals the 2026 Series [A] Rebate Requirement.

Computations of the 2026 Series [A] Rebate Requirement shall be furnished by or on behalf of the Commission in accordance with the 2026 Series [A] Tax Certificate. (c) The Trustee shall have no obligation to rebate any amounts required to be rebated pursuant to this Section, other than from moneys held in the funds and accounts created under the Indenture or from other moneys provided to it by or on behalf of the Commission. (d) The Trustee shall invest all amounts held in the 2026 Series [A] Rebate Fund in Permitted Investments as instructed in writing by the Commission, subject to the restrictions set forth in the 2026 Series [A] Tax Certificate. Moneys shall not be transferred from the 2026 Series [A] Rebate Fund except as provided in paragraph (e) below.

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(e) Upon receipt of the Commission’s written directions, the Trustee shall remit part or all of the balances in the 2026 Series [A] Rebate Fund to the United States, as so directed.

In addition, if the Commission so directs, the Trustee will deposit moneys into or transfer moneys out of the 2026 Series [A] Rebate Fund from or into such accounts or funds as directed by the Commission’s written directions. Any funds remaining in the 2026 Series [A] Rebate Fund after redemption and payment of all of the 2026 Series [A] Bonds and payment and satisfaction of any 2026 Series [A] Rebate Requirement shall be withdrawn and remitted to the Commission upon the Commission’s written request.

Notwithstanding any other provision of the Indenture, the obligation to remit the 2026 Series [A] Rebate Requirement to the United States and to comply with all other requirements of this Section, Section 82.11 hereof and the 2026 Series [A] Tax Certificate shall survive the defeasance or payment in full of the 2026 Series [A] Bonds.

Section 82.08. [Establishment and Application of the 2026 Series [A] Reimbursement Account. ]
[The Commission hereby covenants and agrees to establish, maintain and hold hereunder within the Capital Project Fund, established under Section 3.04 of the Indenture, a separate account known as the “2026 Series [A] Reimbursement Account,” which shall be maintained and accounted for by the Trustee so long as any moneys are on deposit therein. The moneys in the 2026 Series [A] Reimbursement Account shall be held by the Trustee in trust and transferred by the Trustee to U.S. Bank Trust Company, National Association, as issuing and paying agent or revolving line of credit provider under the Interim Funding Program, on [____, 2026 and on _____, 2026], as directed by the Commission, each in connection with the reimbursement of certain costs of the Refinancing Project previously paid with the tax-exempt proceeds of the Interim Funding Program.

Any balance remaining in the 2026 Series [A] Reimbursement Account following such application of moneys shall be transferred to the Treasurer for deposit by a [Written Request of the Commission]. All moneys held by the Trustee in the 2026 Series [A] Reimbursement Account shall be invested in Permitted Investments specified by the Commission or, if the Commission does not so specify, then in Permitted Investments of the type described in clause (f) of the definition thereof that are rated AAAm-G by S&P and Aaa by Moody’s.] Section 82.09. Terms of Redemption – 2026 Series [A] Bonds. (a) Optional Redemption. The 2026 Series [A] Bonds maturing on and after October 1, 20__ shall be subject to redemption prior to their stated maturity, at the option of the Commission, from and to the extent of any source of available funds, as a whole or in part, on any date on or after October 1, 20__, at a redemption price equal to 100% of the principal amount of the 2026 Series [A] Bonds to be redeemed, plus accrued interest thereon to the date fixed for redemption, without premium. If 2026 Series [A] Bonds are to be optionally redeemed in part, the Commission shall direct the maturities, or portions thereof, to be redeemed, and, if less than all of

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the 2026 Series [A] Bonds of a particular maturity are to be redeemed, the 2026 Series [A] Bonds shall be redeemed by lot within any such maturity.
(b) Mandatory Sinking Fund Redemption. The 2026 Series [A] Bonds maturing on October 1, 20__ [and October 1, 20__], are further subject to redemption prior to their stated maturity, from the 2026 Series [A] Sinking Fund Account, on any October 1 on or after October 1, 20__ [and October 1, 20__], respectively, by lot within any such maturity if less than all of the 2026 Series [A] Bonds of such maturity and tenor be redeemed, upon payment of the principal amount thereof and accrued interest thereon to the date fixed for redemption, without premium, in accordance with the schedule shown in Section 82.10 herein. (c) Notice to Trustee. The Commission shall give the Trustee written notice at least 45 days before any date fixed for the redemption of 2026 Series [A] Bonds to be redeemed pursuant to subsection (a) of the fact and date of redemption and of the principal amount of 2026 Series [A] Bonds and the maturities or portions thereof to be redeemed. (d) Rescission of Notice of Redemption. The Commission, may, at its option, on or prior to the date fixed for redemption in any notice of redemption of 2026 Series [A] Bonds, rescind and cancel such notice of redemption by Written Request to the Trustee and the Trustee shall mail notice of such cancellation to the recipients of the notice of redemption being cancelled. (e) Application of Terms of Indenture. The provisions of the Indenture relating to redemption of Bonds set forth in Sections 4.02, 4.03, 4.04 and 4.05 of the Indenture shall apply to the redemption of the 2026 Series [A] Bonds.

Section 82.10. 2026 Series [A] Bonds Sinking Fund Account (a) The Trustee shall establish and hold within the Principal Fund established under Section 5.02(a) of the Indenture, a 2026 Series [A] Sinking Fund Account, which the Commission hereby covenants and agrees to cause to be maintained, for payment of the Bond Obligation of the 2026 Series [A] Term Bonds.
(b) The Trustee, on or before September 30 of each year (commencing on or before September 30, 20__), shall deposit in the 2026 Series [A] Sinking Fund Account from the Principal Fund moneys in an amount sufficient to call and redeem or to pay at maturity, as the case may be, the principal of 2026 Series [A] Term Bonds in the following respective principal amounts on the next succeeding October 1 in each of the following years (each such deposit of moneys being referred to as a “2026 Series [A] Minimum Sinking Fund Account Payment”). 2026 Series [A] Term Bonds maturing on October 1, 20__
Year
(October 1)
Principal
Amount

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*Maturity

[The Trustee, on or before September 30 of each year (commencing on or before September 30, 20__), shall deposit in the 2026 Series [A] Sinking Fund Account from the Principal Fund moneys in an amount sufficient to call and redeem or to pay at maturity, as the case may be, the principal of 2026 Series [A] Term Bonds in the following respective principal amounts on the next succeeding October 1 in each of the following years (each such deposit of moneys being referred to as a “2026 Series [A] Minimum Sinking Fund Account Payment”).] 2026 Series [A] Term Bonds maturing on October 1, 20__
Year
(October 1)
Principal
Amount

*Maturity

(c) During the 12-month period immediately preceding each redemption from the 2026 Series [A] Sinking Fund Account, the Commission may satisfy, in whole or in part, the 2026 Series [A] Minimum Sinking Fund Account Payment and the redemption therefrom by depositing with the Trustee 2026 Series [A] Term Bonds for cancellation prior to the Trustee’s selection of the 2026 Series [A] Term Bonds for redemption. (d) All moneys in the 2026 Series [A] Sinking Fund Account, at the Written Request of the Commission, shall be used and withdrawn by the Trustee at any time for the purchase of 2026 Series [A] Term Bonds (except that no 2026 Series [A] Term Bonds maturing in any year shall be purchased so long as any 2026 Series [A] Term Bonds maturing in any earlier year and being of like tenor are Outstanding) at public or private sale, as and when and at such prices (including brokerage and other charges, but excluding accrued interest, which is payable from the Interest Fund) as the Commission shall direct by Written Request, but not to exceed the principal thereof, and all 2026 Series [A] Term Bonds so purchased by the Trustee or deposited by the Commission, shall be cancelled and delivered to the Commission; provided, however, that:
(i) all moneys in the 2026 Series [A] Sinking Fund Account on each September 15, beginning on September 15, 20__, and ending on September 15, 20__, together with any additional sums the Trustee expects to receive for deposit in the 2026 Series [A] Sinking Fund Account after such date and on or before the next succeeding October 1, shall be used and withdrawn by the Trustee solely for

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the purpose of redeeming the 2026 Series [A] Term Bonds that are subject to redemption under this Section; and
(ii) the Trustee shall during each 12-month period beginning with the 12-month period ending on October 1, 20__, purchase or call and redeem (as herein provided) an aggregate amount of 2026 Series [A] Term Bonds equal to at least the amount of Bond Obligation of the 2026 Series [A] Term Bonds identified above in this Section for such 12-month period reduced by the principal amount of 2026 Series [A] Term Bonds deposited by the Commission with the Trustee, except that if 2026 Series [A] Term Bonds of any Term Bond maturity have previously been redeemed or purchased by the Trustee or deposited by the Commission in excess of the amount of Bond Obligation of the 2026 Series [A] Term Bonds identified above in this Section, there shall be deemed to have been a reduction of the remaining amounts stated above in this Section on a Proportionate Basis, and further except that moneys in the 2026 Series [A] Sinking Fund Account shall be used, to the extent necessary, to purchase or retire the Outstanding 2026 Series [A] Term Bonds at the maturity thereof.
(e) The Commission hereby covenants and agrees with the Owners of the 2026 Series [A] Term Bonds to call and redeem 2026 Series [A] Term Bonds from the 2026 Series [A] Sinking Fund Account pursuant to this Section on October 1 in each of the years, and in the amounts, stated above.

Section 82.11. Tax Covenants.

The Commission covenants that it will not take any action, or fail to take any action, if any such action or failure to take action would adversely affect the exclusion from gross income of the interest on the 2026 Series [A] Bonds under Section 103 of the Code.

The Commission will not directly or indirectly use or permit the use of any proceeds of the 2026 Series [A] Bonds or any other funds of the Commission, or take or omit to take any action that would cause the 2026 Series [A] Bonds to be “arbitrage bonds” within the meaning of Section 148(a) of the Code. To that end, the Commission will comply with all requirements of Section 148 of the Code to the extent applicable to the 2026 Series [A] Bonds. If at any time the Commission is of the opinion that for purposes of this Section it is necessary to restrict or limit the yield on the investment of any moneys held by the Trustee under the Indenture or otherwise, the Commission shall so instruct the Trustee in writing, and the Trustee shall take such action as required by such instructions.

Without limiting the generality of the foregoing, the Commission agrees that there shall be paid from time to time all amounts required to be rebated to the United States pursuant to Section 148(f) of the Code and any temporary, proposed or final Treasury Regulations as may be applied to the 2026 Series [A] Bonds from time to time. This covenant shall survive payment in full or defeasance of the 2026 Series [A] Bonds. The Commission specifically covenants to pay

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or cause to be paid to the United States, at the times and in the amounts determined, the Rebate Requirement. The Trustee agrees to comply with all written instructions of the Commission given in accordance with the Tax Certificate.

Notwithstanding any provision of this Section and Sections 78.11 and 78.12 hereof, if the Commission provides to the Trustee an opinion of nationally recognized bond counsel to the effect that any action required under this Section and Sections 78.11 and 78.12 hereof or under the Tax Certificate is no longer required, or to the effect that some further action is required, to maintain the exclusion from gross income of the interest on the 2026 Series [A] Bonds under Section 103 of the Code, the Commission and the Trustee may rely conclusively on such opinion in complying with the provisions hereof, and the covenants hereunder shall be deemed to be modified to that extent.

The Commission shall assure that the proceeds of the 2026 Series [A] Bonds are not so used as to cause the 2026 Series [A] Bonds to satisfy the private business tests of Section 141(b) of the Code or the private loan financing test of Section 141(c) of the Code.

The Commission shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause any of the 2026 Series [A] Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Code.

Section 82.12. Continuing Disclosure. The Commission hereby covenants and agrees that it will comply with and carry out all of the provisions of 2026 Series [A] Continuing Disclosure Certificate. Notwithstanding any other provision of the Indenture, failure of the Commission to comply with the 2026 Series [A] Continuing Disclosure Certificate shall not be considered an Event of Default; however, any Bondowner or beneficial owner may take such actions as may be necessary and appropriate, including seeking specific performance by court order, to cause the Commission to comply with its obligations under this Section, and the sole remedy in the event of any failure of the Commission to comply with the 2026 Series [A] Continuing Disclosure Certificate shall be an action to compel performance.

Section 82.13. No Senior State Loans. No Senior State Loans are currently Outstanding.

Notwithstanding anything contained in the Indenture, including but not limited to Section 5.01(b)(ii) thereof, the Commission will not issue or enter into any Senior State Loans or pay any amounts with respect to any loan agreement with the State of California (or any board, department or agency thereof) prior to the payment of amounts described in Section 5.01(b)(iii) of the Indenture.

Section 82.14. Rating. The Commission hereby covenants and agrees that it will cause to be delivered a long-term rating on the 2026 Series [A] 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 issued under this Indenture.

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ARTICLE LXXXIII

MISCELLANEOUS
Section 83.01. Terms of 2026 Series [A] Bonds Subject to the Indenture. Except as expressly provided in this Nineteenth Supplemental Indenture, every term and condition contained in the Indenture shall apply to this Nineteenth Supplemental Indenture, and to the 2026 Series [A] Bonds, with the same force and effect as if the same were herein set forth at length, with such omissions, variations and modifications thereof as may be appropriate to make the same conform to this Nineteenth Supplemental Indenture.

This Nineteenth Supplemental Indenture and all the terms and provisions herein contained shall form part of the Indenture as fully and with the same effect as if all such terms and provisions had been set forth in the Indenture. The Indenture is hereby ratified and confirmed and shall continue in full force and effect in accordance with the terms and provisions thereof, as supplemented and amended hereby.

Section 83.02. Effective Date of Nineteenth Supplemental Indenture. This Nineteenth Supplemental Indenture shall take effect upon its execution and delivery.

Section 83.03. Execution in Counterparts. This Nineteenth Supplemental Indenture 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.

ARTICLE LXXXIV
CITY REQUIREMENTS; EXECUTION
As used in this Article, “Agreement” means the Indenture.

To the extent of any inconsistency between the provisions in this Article and the provisions in prior Articles of this Indenture entitled “City Requirements” or “Additional City Requirements,” the provisions of this Article shall control.

Section 84.01. Conflict of Interest. Through its execution of this Nineteenth Supplemental 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 Nineteenth Supplemental Indenture.

Section 84.02. Proprietary or Confidential Information of the City. The Trustee understands and agrees that, in the performance of the work or services under this Nineteenth Supplemental Indenture or in contemplation thereof, the Trustee may have access to private or

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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 Nineteenth Supplemental 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.

Section 84.03. 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 Nineteenth Supplemental Indenture. Such provisions of the LBE Ordinance are incorporated by reference and made a part of this Nineteenth Supplemental 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 Nineteenth Supplemental Indenture and shall entitle City, subject to any applicable notice and cure provisions set forth in this Nineteenth Supplemental Indenture, to exercise any of the remedies provided for under this Nineteenth Supplemental Indenture, under the LBE Ordinance or otherwise available at law or in equity, which remedies shall be cumulative unless this Nineteenth Supplemental 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 Nineteenth Supplemental 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 Nineteenth Supplemental Indenture, or 10% of the total amount of this Nineteenth Supplemental 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 Nineteenth Supplemental 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.

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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 Nineteenth Supplemental Indenture, and shall make such records available for audit and inspection by the Director of CMD or the Controller upon request.

Section 84.04. Nondiscrimination; Penalties.
(a) Trustee Shall Not Discriminate. In the performance of this Nineteenth Supplemental 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 Nineteenth Supplemental Indenture. (c) Nondiscrimination in Benefits. The Trustee does not as of the date of this Nineteenth Supplemental Indenture and will not during the term of this Nineteenth Supplemental 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.
(d) Condition to Contract. As a condition to this Nineteenth Supplemental 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 Section

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by reference and madeꞏ a part of this Nineteenth Supplemental 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 Nineteenth Supplemental 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 Nineteenth Supplemental Indenture may be assessed against the Trustee and/or deducted from any payments due the Trustee.

Section 84.05. 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 Nineteenth Supplemental Indenture on behalf of the Trustee acknowledges and agrees that he or she has read and understood this Section.

Section 84.06. 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.

Section 84.07. 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 Nineteenth Supplemental Indenture.

Section 84.08. 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 Nineteenth Supplemental Indenture.

Section 84.09. 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 Nineteenth Supplemental 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 Nineteenth Supplemental Indenture and further agrees that any violation of this prohibition on the part of the Trustee, its employees, agents or assigns will constitute a material breach of this Nineteenth Supplemental Indenture.

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Section 84.10. 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.

Section 84.11. Limitations on Contributions. Through execution of this Nineteenth Supplemental 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.

Section 84.12. 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 Nineteenth Supplemental 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.

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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 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 Nineteenth Supplemental Indenture comply with the requirements of the MCO. If any subcontractor under this Nineteenth Supplemental 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 Nineteenth Supplemental 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 Nineteenth Supplemental Indenture, and under applicable law. If, within 30 days after receiving written notice of a breach of this Nineteenth Supplemental 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.

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(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 Nineteenth Supplemental Indenture. Nothing in this Nineteenth Supplemental Indenture is intended to preclude the City from investigating any report of an alleged violation of the MCO.

Section 84.13. 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 Nineteenth Supplemental 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 Nineteenth Supplemental 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 Nineteenth Supplemental 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 Nineteenth Supplemental 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

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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. (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 Nineteenth Supplemental 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 Nineteenth Supplemental 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.

Section 84.14. 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 Nineteenth Supplemental Indenture. The Trustee agrees to comply with San Francisco Administrative Code

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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 Nineteenth Supplemental 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.

Section 84.15. Preservative-treated Wood Containing Arsenic. The Trustee may not purchase preservative-treated wood products containing arsenic in the performance of this Nineteenth Supplemental 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 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.

Section 84.16. 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 Nineteenth Supplemental 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.

Section 84.17. 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 Nineteenth Supplemental Indenture. In such an event, in addition to any other remedies available to it under equity or law, the City may terminate this Nineteenth Supplemental Indenture, bring a false claim action against the Trustee pursuant to Chapter 6 or Chapter 21 of the Administrative Code, or debar the Trustee.

Section 84.18. 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 Nineteenth Supplemental Indenture as though fully set forth herein. This provision is a material term of this Nineteenth Supplemental Indenture. By entering into this Nineteenth Supplemental Indenture, the Trustee agrees that if it breaches this provision,

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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 Nineteenth Supplemental 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.

Section 84.19. 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 penalty 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; (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.

Section 84.20. 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 Nineteenth Supplemental Indenture.

Section 84.21. Agreement Made in California; Venue. The formation, interpretation and performance of this Agreement shall be governed by the laws of the State of California. Venue for all litigation relative to the formation, interpretation and performance of this Agreement shall be in San Francisco.

Section 84.22. Ownership of Results. Any interest of the Trustee or its Subcontractors, in drawings, plans, specifications, blueprints, studies, reports, memoranda, computation sheets, computer files and media or other documents prepared by the Trustee or its subcontractors in connection with services to be performed under this Nineteenth Supplemental Indenture, shall become the property of and will be transmitted to the City. However, the Trustee may retain and use copies for reference and as documentation of its experience and capabilities.

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Section 84.23. Audit and Inspection of Records. The Trustee agrees to maintain and make available to the City, during regular business hours, accurate books and accounting records relating to its work under this Nineteenth Supplemental Indenture. The Trustee will permit the City to audit, examine and make excerpts and transcripts from such books and records, and to make audits of all invoices, materials, payrolls, records or personnel and other data related to all other matters covered by this Nineteenth Supplemental Indenture, whether funded in whole or in part under this Nineteenth Supplemental Indenture . The Trustee shall maintain such data and records in an accessible location and condition for a period of not less than three years after final payment under this Nineteenth Supplemental Indenture or until after final audit has been resolved, whichever is late r. The State of California or any federal agency having an interest in the subject matter of this Nineteenth Supplemental Indenture shall have the same rights conferred upon the City by this Section.

Section 84.24. Subcontracting. The Trustee is prohibited from subcontracting this Nineteenth Supplemental Indenture or any part of it unless such subcontracting is first approved by the City in writing. Neither party shall, on the basis of this Nineteenth Supplemental Indenture, contract on behalf of or in the name of the other party. An agreement made in violation of this provision shall confer no rights on any party and shall be null and void.

Section 84.25. Assignment. The services to be performed by Trustee are personal in character and neither this Nineteenth Supplemental Indenture nor any duties or obligations hereunder may be assigned or delegated by the Trustee unless first approved by the Commission and the City by written instrument executed and approved in the same manner as this Nineteenth Supplemental Indenture.

Section 84.26. Non-Waiver of Rights. The omission by either party at any time to enforce any default or right reserved to it, or to require performance of any of the terms, covenants, or provisions hereof by the other party at the time designated, shall not be a waiver of any such default or right to which the party is entitled, nor shall it in any way affect the right of the party to enforce such provisions thereafter.

Section 84.27. City a Third Party Beneficiary. The City is hereby designated as a third party beneficiary for the purpose of enforcing all of the obligations of the Trustee contained in this Article of this Nineteenth Supplemental Indenture and to the extent that any other rights are given to the City hereunder.
[End of Nineteenth Supplemental Indenture]

300861447.3
S-1
[Signature Page to Eighteenth Supplemental Indenture]

IN WITNESS WHEREOF, the parties hereto have executed this Nineteenth Supplemental Indenture by their officers thereunto duly authorized as of the day and year first written above.

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO

By:

Deputy General Manager and Chief Operating
Officer of the Public Utilities Commission
of the City and County of San Francisco

U.S. BANK TRUST COMPANY, NATIONAL

ASSOCIATION

By:

Authorized Officer
[SEAL]

Attest:

Secretary of the Public Utilities Commission
of the City and County of San Francisco

Approved as to form:

David Chiu, City Attorney

By:

Katherine T. Ortega, Deputy City Attorney

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EXHIBIT A
FORM OF 2026[A] BOND
$__________ No. R-1

CITY AND COUNTY OF SAN FRANCISCO

PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN

FRANCISCO WASTEWATER REVENUE BOND
2026 SERIES [A] (_______)
Dated Date Interest Rate Maturity Date CUSIP No.
________ ____% October 1, 20__ 79768H

Registered Owner: Cede & Co.

Principal Amount: ____________ DOLLARS

The PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO, a commission duly organized and existing under and pursuant to the Charter of the City and County of San Francisco and the laws of the State of California (herein called the “Commission”), for value received, hereby promises to pay (but only out of the net revenues hereinafter referred to) to the registered owner set forth above, or registered assigns, on the maturity date set forth above (subject to any right of prior redemption hereinafter provided for), the principal sum set forth above by check of the Trustee (as defined below) in lawful money of the United States of America, and to pay (but only out of the net revenues hereinafter referred to) interest thereon in like lawful money from the interest payment date next preceding the date of authentication of this Bond (unless this Bond is authenticated as of a day during the period from the 16th day of the calendar month next preceding any interest payment date to and including such interest payment date, in which event it shall bear interest from such interest payment date, or unless this Bond is authenticated on or before [September] 15, 20__, in which event it shall bear interest from the Dated Date; provided, however, that if, at the time of authentication of any Bond, interest is in default on Outstanding Bonds, such Bond shall bear interest from the interest payment date to which interest has previously been paid or made available for payment on the Outstanding Bonds and shall be payable to the Owners thereof of record as of a special date as shall be established by the Trustee following such default) until payment of such principal sum, at the interest rate per annum stated above, payable on April 1 and October 1 in each year, commencing [October] 1, 20__.

The principal (or redemption price) hereof is payable to the registered owner hereof upon the surrender hereof at the corporate trust office of U.S. Bank Trust Company, National Association, in San Francisco, California, as trustee (herein, together with any successor as trustee under the Indenture, called the “Trustee”), or such other office designated by the Trustee. The interest hereon is payable to the person whose name appears on the bond registration books of the

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Trustee as the registered owner hereof as of the close of business on the 15th day of the calendar month immediately preceding an interest payment date, whether or not such day is a business day, such interest to be paid, except as otherwise provided in the Indenture, by check mailed to such registered owner at such address as appears on such registration books. Interest on this Bond shall be calculated on the basis of a 360-day year comprised of twelve 30-day months.

This Bond is one of a duly authorized issue of revenue bonds of the Commission designated as the “Wastewater Revenue Bonds” (herein called the “Bonds”), of the series and designation indicated on the face hereof (herein called the “2026 Series [A] Bonds”) and is a Current Interest Bond (as such term is defined in the Indenture hereinafter referred to). The Bonds are not limited in aggregate principal amount and consist or may consist of one or more series of varying denominations, dates, maturities, interest rates and other provisions, as in said Indenture provided, all issued and to be issued under and pursuant to the provisions of the Charter of the City and County of San Francisco and all laws of the State of California supplemental thereto, including the Revenue Bond Law of 1941 to the extent made applicable by said Charter (herein collectively called the “Law”), and pursuant to an Indenture, dated as of January 1, 2003, between the Commission and the Trustee, as amended and supplemented, and as heretofore supplemented by that certain Nineteenth Supplemental Indenture dated as of _________ 1, 2026, between the Commission and the Trustee (collectively, with any supplements or amendments thereto, the “Indenture”).

Reference is hereby made to the Indenture (a copy of which is on file at the office of the Trustee) and to the Law for a description of the terms on which the Bonds are issued, the provisions with regard to the nature and extent of the Net Revenues (as such term is defined in the Indenture) and the rights thereunder (and limitations thereon) of the registered owners of the Bonds and the rights, duties and immunities of the Trustee and the rights and obligations of the Commission thereunder; and all the terms of the Indenture and the Law are hereby incorporated herein and constitute a contract between the Commission and the registered owner of this Bond, and to all the provisions thereof the owner of this Bond, by his acceptance hereof, consents and agrees. Each owner hereof shall have recourse to all of the provisions of the Law and the Indenture and shall be bound by all of the terms and conditions thereof.

The Bonds are being issued to finance and refinance the acquisition and construction of improvements to the Enterprise, as more particularly described in the Indenture. The Bonds are special obligations of the Commission and are payable, as to the principal thereof, interest thereon and any premiums upon the redemption of any thereof, from the net revenues of the Enterprise (which, as more particularly defined in the Indenture, are therein and herein called the “Net Revenues”). All of the Bonds are equally secured by a pledge of, and charge and lien upon, all of the Net Revenue s. Additional series of Bonds payable from the Net Revenues may be issued on a parity with the Bonds of this Series, but only subject to the conditions and limitations contained in the Indenture.

The principal of and interest on this 2026 Series [A] Bond are payable solely from the Net Revenues, and the Commission is not obligated to pay them except from the Net Revenues. The Commission has no taxing power. The general fund of the City and County of San Francisco is not liable, and the credit or taxing power of the City and County of San Francisco is not pledged,

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for the payment of the Bonds or their interest. The Bonds are not secured by a legal or equitable pledge of, or charge, lien or encumbrance upon, any of the property of the Commission or any of its income or receipts, except the Net Revenues. The owner hereof has no right to compel the exercise of any taxing power of the City and County of San Francisco.

The rights and obligations of the Commission and the owners of the Bonds may be modified or amended at any time in the manner, to the extent and upon the terms provided in the Indenture.
[The 2026 Series [A] Bonds [maturing on and after October 1, 20__] shall be subject to redemption prior to their stated maturity, at the option of the Commission, from and to the extent of any source of available funds, as a whole or in part on any date on or after October 1, 20__, at a redemption price equal to 100% of the principal amount of the 2026 Series [A] Bonds to be redeemed, plus accrued interest thereon to the date fixed for redemption, without premium. If 2026 Series [A] Bonds are to be optionally redeemed in part, the Commission shall direct the maturities, or portions thereof, to be redeemed, and, if less than all of the 2026 Series [A] Bonds of a particular maturity are to be redeemed, the 2026 Series [A] Bonds shall be redeemed by lot within any such maturity. The Commission shall give the Trustee written notice at least 45 days before any date fixed for the redemption of 2026 Series [A] Bonds to be redeemed, of the fact and date of redemption and of the principal amount of 2026 Series [A] Bonds and the maturities or portions thereof to be redeemed. The provisions of the Indenture relating to redemption of Bonds set forth in Sections 4.02, 4.03, 4.04, 4.05 and 4.06 of the Indenture shall apply to the redemption of the 2026 Series [A] Bonds.]
The 2026 Series [A] Bonds are issuable as fully registered Bonds without coupons in the denomination of $5,000 or any integral multiple thereof provided that no 2026 Series [A] Bond shall have principal maturing on more than one principal payment date. Subject to the limitations and conditions and upon payment of the charges, if any, as provided in the Indenture, 2026 Series [A] Bonds may be exchanged for a like aggregate principal amount of 2026 Series [A] Bonds of the same series and tenor of other authorized denominations.

This 2026 Series [A] Bond is transferable by the registered owner hereof, in person or by his attorney duly authorized in writing, at said office of the Trustee, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, and upon surrender and cancellation of this 2026 Series [A] Bond. Upon such transfer a new fully registered 2026 Series [A] Bond or 2026 Series [A] Bonds, of authorized denomination or denominations and of the same series and tenor, for the same aggregate principal amount will be issued to the transferee in exchange herefor.

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

It is hereby certified that all of the conditions, things and acts required to exist, to have happened or to have been performed precedent to and in the issuance of this 2026 Series [A] Bond do exist, have happened or have been performed in due and regular time, form and manner as

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required by the Law and the laws of the State of California, and that the amount of this 2026 Series [A] Bond, together with all other obligations of the Commission, does not exceed any limit prescribed by the Law or any laws of the State of California, and is not in excess of the amount of Bonds permitted to be issued under the Indenture.

This 2026 Series [A] Bond shall not be entitled to any benefit under the Indenture, or become valid or obligatory for any purpose, until the certificate of authentication and registration hereon endorsed have been signed by the Trustee.

DTC LEGEND
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 issued 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.

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IN WITNESS WHEREOF, the Public Utilities Commission of the City and County of San Francisco has caused this Bond to be executed on its behalf, signed by the manual or facsimile signatures of its General Manager and of the Controller of the City and County of San Francisco and countersigned by the manual or facsimile signature of its Secretary, all as of [CLOSING DATE].

PUBLIC UTILITIES COMMISSION OF THE

CITY AND COUNTY OF SAN FRANCISCO

General Manager of the Commission

Controller of the City and County of San Francisco
Countersigned:

Secretary of the Commission

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[FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION AND
REGISTRATION TO APPEAR ON THE 2026 SERIES [A] BONDS]
This Bond is the Bond described in the within-mentioned Indenture, which has been authenticated and registered on the date set forth below.

Dated: [CLOSING DATE]
U.S. BANK TRUST COMPANY, NATIONAL

ASSOCIATION,
as Trustee
By:

Authorized Officer
[FORM OF ASSIGNMENT]
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 Trustee with full power of substitution in the premises.

Dated: ____________________
By:

Authorized Officer
SIGNATURE GUARANTEED BY:

NOTICE: Signature must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company.

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 Series B
[____], 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 Series B (the “2026B Bonds”). The 2026B Bonds are being issued pursuant to a Fifth Supplemental Trust Indenture, dated as of [____] 1, 2026 (the “Fifth Supplemental Indenture”), by and between the SFPUC and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The Fifth 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 Fifth Supplemental Indenture, the “Indenture”). The SFPUC covenants and agrees as follows: