AGENDA ITEM
Public Utilities Commission
City and County of San Francisco
DEPARTMENT: Business Services
AGENDA NUMBER: 12
MEETING DATE: October 13, 2026
Calendar: Regular Calendar
Contract/Project Manager: Alexandra Gunnell
Approve Amendment No. 1 to the Wastewater Enterprise Water Infrastructure Finance and Innovation Act (WIFIA) Master Loan Agreement
Summary of Proposed
Commission Action:
Authorize the General Manager to execute Amendment No. 1 to the Wastewater Enterprise Water Infrastructure Finance and Innovation Act (WIFIA) Master Loan Agreement with the United States Environmental Protection Agency to: (1) extend the Master Availability Period to April 26, 2033 and (2) update the description of eligible projects from the Wastewater Capital Plan Schedule to allow for continued application of available funds to support the Wastewater Capital Program.
The San Francisco Public Utilities Commission (SFPUC) has participated in the Water Infrastructure Finance and Innovation Act (WIFIA) Loan Program to support major investments in capital improvements to SFPUC Wastewater Enterprise facilities.
The WIFIA Loan Program: In 2014, Congress enacted WIFIA and created the WIFIA Loan Program, a low-cost loan funding program administered by the United States Environmental Protection Agency (EPA). Pursuant to WIFIA, EPA can select qualified projects of both public and private entities and enter into loans to fund such projects for up to 49% of the cost of the project, as well as certain other eligible costs. Selected projects comprise a broad range of projects that the WIFIA Loan Program can finance, including wastewater, drinki ng water, stormwater, and water recycling projects.
On July 16, 2018, by Resolution No. 18 -0126, the Commission approved its first WIFIA loan agreement on July 27, 2018 (2018 WIFIA Loan Agreement) in the aggregate principal amount of $699,242,023 to provide funding for 49% of the Biosolids Digester Facilities Project (Biosolids Project) plus certain eligible financing expenses, such as interest costs during construction (Eligible Expenses). On June 9, 2020, by Resolution No. 20 -0127, the Commission approved a replacement agreement in the amount of $699,242,023 for the 2018 WIFIA loan agreement to fund a portion of the Biosolids Project adjusting the loan interest rate to 1.45% from 3.09%.
Agenda Title: Amendment No. 1 to the Wastewater Enterprise Water Infrastructure Finance and Innovation Act (WIFIA) Master Loan Agreement
Commission Meeting Date: October 13, 2026
Additionally, on June 9, 2020, by Resolution No. 20 -0128, the Commission authorized a new WIFIA loan agreement in the principal amount up to $525,000,000 to fund a portion of the Headworks Project and an incremental portion of the Biosolids Project at an interest rate of 1.45%.
WIFIA Master Agreement and WIFIA Project 1 Loan Agreement:
On April 11, 2023, by Resolution No. 23 -0076, the Commission entered into a WIFIA Master Loan Agreement (Master Agreement) with EPA on April 11, 2023. Through this Master Agreement the EPA committed up to $791,337,456 for projects in the Wastewater Enterprise Capital Plan. The Master Agreement defined the general terms for funding a series of WIFIA loans.
On April 11, 2023, by Resolution No. 23-0076, the Commission also approved the WIFIA Project 1 Loan Agreement (and the issuance of a WIFIA Project 1 Bond), in an aggregate initial principal amount not to exceed $369,335,021, under the terms of the WIFIA Ma ster Agreement, to provide partial funding for six Wastewater Enterprise capital improvement projects. Proceeds of the loan fund up to 49% of project costs plus eligible expenses for the Westside Pump Station Reliability Improvements, North Shore Pump Stat ion Wet Weather Improvements, Wawona Area Stormwater Improvement, New Treasure Island Wastewater Treatment Plant, Folsom Area Stormwater Improvement, and Yosemite Creek Daylighting. The SFPUC executed the WIFIA Project 1 Loan Agreement, leaving $422,022,435 remaining that could be obligated under future loan agreements under the terms of the Master Agreement.
Proposed changes under Amendment No. 1 to the WIFIA
Master Agreement: Currently the WIFIA Master Agreement allows for the issuance of additional loans until April 26, 2028 as defined by the Master Availability Period : “…the period from the Effective Date until the date that is five (5) years following the Effective Date”.
The proposed Amendment 1, would extend the Master Availability Period from April 26, 2028 to April 26, 2033, providing SFPUC with greater flexibility to request WIFIA funding for WWE CIP projects in the future.
Amendment 1 also updates the description of SFPUC’s WWE CIP project from the language in the Master agreement executed on April 26, 2023 to align with the most recent updates to the WWE CIP as of February 10, 2026, allowing SFPUC’s projects to remain eligible for future loans under the Master Agreement.
The Commission is being asked to approve the form of Amendment 1 to WIFIA Master Agreement and authorize the execution. This Agenda Title: Amendment No. 1 to the Wastewater Enterprise Water Infrastructure Finance and Innovation Act (WIFIA) Master Loan Agreement
Commission Meeting Date: October 13, 2026
resolution also designates authority to the General Manager to execute certain future amendments.
Environmental
Review:
This action does not constitute a project under the California Environmental Quality Act (CEQA) Guidelines Section 15378(b)(4) because it involves the creation of government funding
mechanisms or other government fiscal activities that do not involve any commitment to any specific project that may result in a potentially significant impact on the environment.
Upon completion of environmental review for future projects to be funded by this action, staff will return to the Commission, and the Commission will review the CEQA documentation, adopt any required CEQA Findings and Mitigation Monitoring and Reporting Program, and determine whether to approve those projects and authorize construction.
Attachment(s): Form of Amendment No. 1 to the WIFIA Master Agreement
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 (Proposition E of 2022), which, among other things, amended the Charter of the City and County of San Francisco (“City”) to authorize the San Francisco Public Utilities Commission (“Commission”) of the City to issue its revenue bonds, including notes, co mmercial 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 u nder the jurisdiction of the Commission, subject to satisfaction of certain conditions; and
WHEREAS, The Board has, from time to time, passed ordinances authorizing the issuance and sale of wastewater revenue bonds and other forms of indebtedness, including WIFIA loan agreements, to finance capital projects benefiting the Wastewater Enterprise; and
WHEREAS, On April 11, 2023, by Resolution No. 23 -0076, the Commission authorized the execution and delivery of a WIFIA Master Loan Agreement (the “Master Agreement”), dated as of April 26, 2023, by and between the United States Environmental Protection Agency (“EPA”) and the Commission, pursuant to which the EPA committed up to $791,337,456 (the “Master Program Amount”) for projects under the Wastewater Enterprise’s Wastewater Capital Plan Resilience Program (“Master Program”), and the Master Agreement was executed on April 26, 2023; and
WHEREAS, The Master Agreement defines the “Master Availability Period” as the period from the Effective Date until the date that is five (5) years following the Effective Date, which period currently expires on April 26, 2028, during which the Commission may request additional WIFIA loans under the Master Agreement; and
WHEREAS, On April 26, 2023, the Commission executed the WIFIA Project 1 Loan Agreement in an aggregate initial principal amount not to exceed $369,335,021, leaving approximately $422,022,435 of the Master Program Amount available for future WIFIA loan agreements under the terms of the Master Agreement; and
WHEREAS, The Commission and the EPA propose to enter into Amendment No. 1 to the Master Agreement (“Amendment No. 1”) to: (1) extend the Master Availability Period from April 26, 2028 to April 26, 2033, providing the Commission with greater flexibility to request WI FIA funding for Wastewater Enterprise capital improvement program projects in the future and (2) update the description of the Commission’s Wastewater Enterprise capital improvement program projects in Schedule I (Master Program) of the Master Agreement to align with the most recent updates to the Wastewater Enterprise capital improvement program as of February 10, 2026, thereby allowing the Commission’s projects to remain eligible for future loans under the Master Agreement; and
WHEREAS, Pursuant to Section 31 (Amendments and Waivers) of the Master Agreement, no amendment to the Master Agreement shall be effective without the written consent of each of the parties thereto; and
WHEREAS, The Commission has been presented with and has examined the proposed form of Amendment No. 1; and
WHEREAS, The Commission is duly authorized and empowered, pursuant to each and every requirement of law, to authorize the execution and delivery of Amendment No. 1; and
WHEREAS, This action does not constitute a project under the California Environmental Quality Act (CEQA) Guidelines Section 15378(b)(4) because it involves the creation of government funding mechanisms or other government fiscal activities that do not involve any commitment to any specific project that may result in a potentially significant impact on the environment; and
WHEREAS, Upon completion of environmental review for future projects to be funded by this action, staff will return to the Commission, and the Commission will review the CEQA documentation, adopt any required CEQA Findings and Mitigation Monitoring and Reporting Program, and determine whether to approve those projects and authorize construction; now, therefore, be it,
RESOLVED By the Public Utilities Commission of the City and County of San Francisco, as follows:
Section 1. Authorization of Amendment No. 1 . The execution and delivery of Amendment No. 1 to the Master Agreement, in substantially the form presented to this meeting, is hereby authorized and approved. Amendment No. 1 shall (i) extend the Master Availability Period from April 26, 2028 to April 26, 2033 and (ii) update the description of eligible projects in Schedule I (Master Program) of the Master Agreement to align with the Wastewater Enterprise capital improvement program as of February 10, 2026. The General Manager of the Commission, the Deputy General Manager and Chief Operating Officer, and the Assistant General Manager, Business Services and Chief Financial Officer (collectively, the “Authorized Representatives”), and their duly authorized deputies and respective designees, are hereby authorized and directed, each acting alone, for and in the name and on behalf of the Commission, to execute and deliver, by manual or facsimile signature, Amendment No. 1 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, Amendment No. 1 in such form, 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 Amendment No. 1. The Director of Commission Affairs is directed to file a copy of the form of Amendment No. 1 with the minutes of this meeting.
Section 2. General Authority. The Authorized Representatives, and their duly authorized deputies and respective designees, and the officers of the City are hereby authorized and directed, each acting alone, for and in the name and on behalf of the Commission, to execute and deliver any and all documents, certificates and representations, and to do any and all things and take any and all actions which may be necessary or advisable, in their discretion, to execute and deliver Amendment No. 1 and
to effectuate the transactions contemplated thereby. The Authorized Representatives, and their duly authorized deputies and respective designees, are further authorized, each acting alone, to approve and execute future amendments to the Master Agreement, with the advice of the City Attorney, provided that any such amendment does not increase the Master Program Amount or otherwise increase the amount of indebtedness authorized thereunder.
Section 3. Ratification. All actions heretofore taken by the officials, employees and agents of the Commission with respect to the authorization and negotiation of Amendment No. 1 to the Master Agreement are hereby approved, confirmed and ratified.
I hereby certify that the foregoing resolution was adopted by the San Francisco Public Utilities Commission at its meeting of October 13, 2026.
__________________________________
Director of Commission Affairs
San Francisco Public Utilities Commission
AMENDMENT NO. 1
dated as of [___], 2026
between
UNITED STATES
ENVIRONMENTAL PROTECTION AGENCY
and
PUBLIC UTILITIES COMMISSION OF THE CITY AND
COUNTY OF SAN FRANCISCO
in connection with the
WIFIA Master Agreement dated as of April 26, 2023, between the United States Environmental Protection Agency, acting by and through the Administrator of the Environmental Protection Agency, and the Public Utilities Commission of the City and County of San Francisco
AMENDMENT NO. 1 TO WIFIA MASTER AGREEMENT
THIS AMENDMENT NO. 1 (this “Amendment”), dated as of [ ___], 2026, is by and between 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 , with an address at 525 Golden Gate Avenue, San Francisco, California 94102 (the “Borrower”), and the UNITED STATES ENVIRONMENTAL PROTECTION AGENCY , an agency of the United States of America, acting by and through the Administrator of the Environmental Protection Agency (the “Administrator”), with an address at 1200 Pennsylvania Avenue NW, Washington, DC 20460 (the “WIFIA Lender”).
RECITALS:
WHEREAS, pursuant to the Water Infrastructure Finance and Innovation Act (“WIFIA”), § 5021 et seq. of Public Law 113-121 (as amended, and as may be further amended from time to time, the “Act”), which is codified as 33 U.S.C. §§ 3901-3915, the WIFIA Lender is authorized to enter into agreements to provide financial assistance with one or more eligible entities to make secured loans with appropriate security features to finance a portion of the eligible costs of projects eligible for assistance;
WHEREAS, the Borrower and the WIFIA Lender entered into that certain WIFIA Master Agreement, dated as of April 26, 2023 (the “WIFIA Master Agreement”), pursuant to which the parties thereto have set forth certain common terms and conditions applicable to each WIFIA Loan (as defined in the WIFIA Master Agreement) and Project (as defined in the WIFIA Master Agreement) under the Master Program (as defined in the WIFIA Master Agreement); WHEREAS, the parties hereto have agreed to make certain amendments to the WIFIA Master Agreement as set forth below; and
WHEREAS, the WIFIA Lender has entered into this Amendment in reliance upon, among other things, the information and representations of the Borrower set forth in this Amendment and the supporting information provided by the Borrower.
NOW THEREFORE, the parties to this Amendment hereby agree as follows:
Section 1. Definitions.
Except as otherwise expressly provided herein or unless the context otherwise requires, capitalized terms not otherwise defined herein shall have the meanings specified in the WIFIA Master Agreement.
Section 2. Amendments.
Each of the parties hereto hereby agree to amend the WIFIA Master Agreement, as follows:
2 (a) Section 1 ( Definitions) of the WIFIA Master Agreement is hereby amended by deleting the definition of “Master Availability Period” in its entirety and replacing it with the following:
““Master Availability Period ” means the period from the Effective Date until April 26, 2033.”
(b) Schedule I (Master Program) of the WIFIA Master Agreement is hereby amended by deleting the schedule in its entirety and replacing it with the schedule attached as Annex A hereto.
(c) All references to the Master Program as the “SFPUC Wastewater Capital Plan Resilience Program” in the WIFIA Master Agreement and any other WIFIA Loan Documents are hereby amended and renamed as the “SFPUC Wastewater Capital Program.”
Section 3. Representations and Warranties.
The Borrower hereby represents and warrants that (a) the execution and delivery of this Amendment have been duly authorized; (b) this Amendment constitutes its legal, valid and binding obligation, enforceable in accordance with its terms; (c) the execution, delivery and performance of this Amendment do not conflict with any provision of its charter or applicable law ; (d) the information it has provided to the WIFIA Lender in connection with this Amendment is true and correct in all material respects and does not omit any information related to the matters contemplated in this Amendment, the omission of which makes such i nformation materially misleading in any respect; and (e) no Default or Event of Default has occurred and is continuing.
Section 4. Miscellaneous.
(a) Each of the parties hereto agree that:
(i) any reference in any of the WIFIA Loan Documents, or in any agreement, document or instrument contemplated thereby, to the WIFIA Master Agreement shall be deemed to be a reference to the WIFIA Master Agreement as amended by this Amendment;
(ii) the terms and conditions of the WIFIA Loan Documents shall continue in full force and effect unchanged, except as expressly amended by this Amendment;
(iii) except as expressly provided in this Amendment, no provision of this Amendment shall be deemed (A) to be a consent, waiver, supplement to or modification of the term or any condition of the WIFIA Master Agreement , any other WIFIA Loan Document or any of the instruments referred to therein, or ( B) to prejudice any rights or remedies which the WIFIA Lender may have now or in the future under or in connection with the WIFIA Master Agreement as amended by this Amendment, or any other WIFIA Loan Document; and
3 (iv) this Amendment shall be a WIFIA Loan Document; and
(v) this Amendment amends and supplements the WIFIA Master Agreement and is entered into in accordance with Section 31 (Amendments and Waivers) of the WIFIA Master Agreement.
(b) The provisions of Sections 24 (Disclaimer of Warranty) through (and including) 26 (No Third Party Rights ), Sections 31 ( Amendments and Waivers ) through (and including) 38 (Notices; Payment Instructions) and Section 40 (Survival) of the WIFIA Master Agreement are incorporated herein and shall apply herein, mutatis mutandis, as if set out in this Amendment in full (and as if each reference therein to “this Agreement” were, or included (as applicable), a reference to this Amendment.
(c) This A mendment may be executed in any number of counterparts and by the different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute one and the same instrument; signature pages may be detached from multiple separate counterparts and attached to a single counterpart so that all signature pages are physically attached to the same document.
Electronic signatures are effective, valid and enforceable for any counterpart to this Amendment executed by the parties hereto. Electronic delivery of an executed counterpart of a signature page of this Amendment or of any document or instrument delivere d in connection herewith in accordance with Section 3 8 (Notices) of the WIFIA Master Agreement shall be effective as delivery of an original executed counterpart of this Amendment or such other document or instrument, as applicable.
(d) This Amendment shall be effective as of the date set forth on the first page of this Amendment.
[Signature pages follow on next page]
[Signature Page to Amendment No. 1 to WIFIA Master Agreement for Public Utilities Commission of the City and County of San Francisco (SFPUC Wastewater Capital Plan Program)] IN WITNESS WHEREOF, the parties hereto have caused this A mendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.
PUBLIC UTILITIES COMMISSION OF
THE CITY AND COUNTY OF SAN
FRANCISCO
By: ______________________________
Name:
Title:
[Signature Page to Amendment No. 1 to WIFIA Master Agreement for Public Utilities Commission of the City and County of San Francisco (SFPUC Wastewater Capital Plan Program)] APPROVED AS TO FORM:
David Chiu, City Attorney
By: ______________________________
Name: Sheryl L. Bregman
Title: Deputy City Attorney
[Signature Page to Amendment No. 1 to WIFIA Master Agreement for Public Utilities Commission of the City and County of San Francisco (SFPUC Wastewater Capital Plan Program)]
UNITED STATES ENVIRONMENTAL
PROTECTION AGENCY, acting by and
through the Administrator of the
Environmental Protection Agency
By: ______________________________
Name:
Title:
ANNEX A
SCHEDULE I
MASTER PROGRAM
The Master Program is the SFPUC Wastewater Capital Program, located in San Francisco, California, which consists of projects that are designed to repair, rehabilitate, and replace critical assets that have a significant risk of failure, and to provide esse ntial upgrades in the system to increase reliability, enhance operational resilience, and enhance long-term, cost -effective performance. The Master Program includes the following categories:
1. Green infrastructure project components that will help manage and clean stormwater near where it falls, and will provide benefits throughout the Borrower’s system;
2. Improvements to the stormwater conveyance capacity of the collection system at selected locations using a risk-based flood resiliency strategy;
3. Shoreline management and protection plan to increase long-term protection of wastewater assets;
4. New wastewater treatment plant that will provide reliable service for the Treasure Island residents and will help meet the recycled water demands of the future redevelopment on the island;
5. Wastewater collection system and treatment system projects that will help address aging infrastructure, incorporate more reliable and effective treatment technologies and facilities, add new treatment components, including those designed to satisfy regulatory requirements, and/or promote long -term regulatory compliance by enhancing reliability and system performance;
6. Pump station and related force main upgrades (if any) to maximize efficient and reliable transport of combined flows to the Borrower’s treatment facilities;
7. Rehabilitation of Combined Sewer Discharge structures to enhance reliability of nearshore discharge capacity during large storms; and
8. Effluent outfall pipe repair and replacement to reliably transport and discharge treated flows at the designated deepwater location.