SFPUC 2019 A EMMA offering statement

NEW ISSUE – Book-Entry Only Ratings: S&P: “AA-” Moody’s: “Aa2” (See “RATINGS.”) In the opinion of Norton Rose Fulbright US LLP, San Francisco, California, Bond Counsel to the SFPUC (“Bond Counsel”), interest on the 2019 Series ABC Bonds is exempt from personal income taxes imposed by the State of California Interest on the 2019 Series ABC Bonds is includable in the gross income of the owners of the 2019 Series ABC Bonds for federal income tax purposes Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the accrual or receipt of interest on, the 2019 Series ABC Bonds See “TAX MATTERS” herein $656,955,000 PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO San Francisco Water Revenue Bonds, 2019 Series ABC $622,580,000 2019 Sub-Series A Bonds (Refunding – Federally Taxable) (WSIP) (Green Bonds) $16,450,000 2019 Sub-Series B Bonds (Refunding – Federally Taxable) (Hetch Hetchy) Dated: Date of Delivery $17,925,000 2019 Sub-Series C Bonds (Refunding – Federally Taxable) (Local Water Main) Due: November 1, as shown on inside front cover General This cover page contains certain information for quick reference only It is not intended to be a summary of the security or terms of the water revenue bonds captioned above Potential investors are instructed to read the entire Oficial Statement, including the appendices hereto, to obtain information essential to making an informed investment decision Authority for Issuance The Public Utilities Commission of the City and County of San Francisco (the “SFPUC”) is issuing the 2019 Series ABC Bonds in three Sub-Series, the San Francisco Water Revenue Bonds, 2019 Series ABC, 2019 Sub-Series A Bonds (Refunding – Federally Taxable) (WSIP) (Green Bonds) (the “2019 Sub-Series A Bonds”), the San Francisco Water Revenue Bonds, 2019 Series ABC, 2019 Sub-Series B Bonds (Refunding – Federally Taxable) (Hetch Hetchy) (the “2019 Sub-Series B Bonds”), and the San Francisco Water Revenue Bonds, 2019 Series ABC, 2019 Sub-Series C Bonds (Refunding – Federally Taxable) (Local Water Main) (the “2019 Sub-Series C Bonds” and, together with the 2019 Sub-Series A Bonds and the 2019 Sub-Series B Bonds, the “2019 Series ABC Bonds”), pursuant to authority granted by the Charter of the City and County of San Francisco (the “City”) The 2019 Sub-Series A Bonds will be issued under a Thirty-Second Supplemental Indenture, dated as of December 1, 2019 (the “Thirty-Second Supplemental Indenture”), by and between the SFPUC and U.S Bank National Association, as trustee (the “Trustee”) The 2019 Sub-Series B Bonds will be issued under a Thirty-Third Supplemental Indenture, dated as of December 1, 2019 (the “Thirty-Third Supplemental Indenture”), by and between the SFPUC and the Trustee The 2019 Sub-Series C Bonds will be issued under a Thirty-Fourth Supplemental Indenture, dated as of December 1, 2019 (the “Thirty-Fourth Supplemental Indenture”), by and between the SFPUC and the Trustee The Thirty-Second Supplemental Indenture, the Thirty-Third Supplemental Indenture and the Thirty-Fourth Supplemental Indenture supplement the Amended and Restated Indenture, dated as of August 1, 2002 (as supplemented and amended to date, the “Indenture”), by and between the SFPUC and the Trustee See “SECURITY FOR THE BONDS.” Plan of Refunding The 2019 Series ABC Bonds are being issued to (i) refund and defease all or a portion of certain outstanding water revenue bonds of the SFPUC, as applicable, and (ii) pay the costs of issuance of the 2019 Series ABC Bonds See “PLAN OF REFUNDING” and “ESTIMATED SOURCES AND USES OF FUNDS.” Denominations and Interest The 2019 Series ABC Bonds will be available in denominations of $5,000 or any integral multiple thereof and will mature in the years and amounts and accrue interest from their date of delivery at the rates set forth on the inside cover page of this Oficial Statement Interest on the 2019 Series ABC Bonds is payable semiannually on May and November of each year, commencing November 1, 2020 See “THE 2019 SERIES ABC BONDS.” Book-Entry Only The 2019 Series ABC Bonds will be issued as fully registered bonds, registered in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), New York, New York, and will be available to ultimate purchasers (the “Beneicial Owners”) under the book-entry only system maintained by DTC Beneicial Owners will not receive physical certiicates representing their interests in the 2019 Series ABC Bonds The principal of, premium, if any, and interest on the 2019 Series ABC Bonds are payable to DTC by the Trustee, and, so long as DTC is acting as securities depository for the 2019 Series ABC Bonds, disbursements of such payments to DTC Participants is the responsibility of DTC and disbursements of such payments to the Beneicial Owners is the responsibility of DTC Participants See “THE 2019 SERIES ABC BONDS.” Redemption The 2019 Series ABC Bonds are subject to redemption prior to maturity as described herein See “THE 2019 SERIES ABC BONDS – Redemption.” Security Under the Indenture, the SFPUC has irrevocably pledged the Revenues of its Water Enterprise and all Refundable Credits (in the case of Bonds issued as Build America Bonds) received by the SFPUC to the punctual payment of principal of, premium, if any, and interest on the 2019 Series ABC Bonds and all outstanding parity revenue bonds, notes or other evidences of indebtedness authorized under the Indenture, subject to the allocation of funds provided in the Indenture The 2019 Series ABC Bonds are payable on parity with certain Outstanding Bonds previously issued by the SFPUC under the Indenture and all outstanding parity revenue bonds, notes or other evidences of indebtedness authorized under the Indenture No Bond Reserve Account will be established for the 2019 Series ABC Bonds See “SECURITY FOR THE BONDS.” Limited Obligation The SFPUC is not obligated to pay the principal of, premium, if any, or interest on the 2019 Series ABC Bonds except from Revenues 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 2019 Series ABC 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 2019 Series ABC Bonds The 2019 Series ABC 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 See “SECURITY FOR THE BONDS.” MATURITY SCHEDULES (See inside cover) The 2019 Series ABC Bonds are offered when, as and if issued by the SFPUC and received by the Underwriters, subject to the approval of validity by Norton Rose Fulbright US LLP, San Francisco, California, Bond Counsel to the SFPUC, and to certain other conditions Certain matters will be passed upon for the SFPUC and the City by Orrick, Herrington & Sutcliffe LLP, San Francisco, California, Disclosure Counsel, and by the City Attorney of the City and County of San Francisco Backstrom McCarley Berry & Co., LLC, San Francisco, California, and Montague DeRose and Associates, LLC, Walnut Creek, California, Co-Municipal Advisors to the SFPUC, assisted in the structuring of this inancing Certain matters will be passed upon for the Underwriters by Kutak Rock LLP, Irvine, California It is expected that the 2019 Series ABC Bonds in fully registered form will be available for delivery in book-entry form through the facilities of DTC, on or about January 9, 2020 Morgan Stanley Goldman Sachs & Co LLC BofA Securities The date of this Oficial Statement is December 12, 2019 Citigroup J.P Morgan MATURITY SCHEDULES 2019 Sub-Series A Bonds (Refunding – Federally Taxable) (WSIP) (Green Bonds) $109,345,000 Serial Bonds Maturity (November 1) 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 Principal Amount $ 6,855,000 24,405,000 3,495,000 3,565,000 3,640,000 3,720,000 3,805,000 3,900,000 4,000,000 4,105,000 4,215,000 31,095,000 4,055,000 4,180,000 4,310,000 Interest Rate 1.814% 1.864 1.949 1.982 2.082 2.261 2.371 2.483 2.533 2.593 2.703 2.803 2.953 3.053 3.153 Price* 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 100.00 CUSIP† Base Number 79765R 4K2 4L0 4M8 4N6 4P1 4Q9 4R7 4S5 4T3 4U0 4V8 4W6 4X4 4Y2 4Z9 $308,895,000 3.303% Term Bonds due November 1, 2039 Price* 100.00 CUSIP† 79765R 5A3 $204,340,000 3.473% Term Bonds due November 1, 2043 Price* 100.00 CUSIP† 79765R 5B1 2019 Sub-Series B Bonds (Refunding – Federally Taxable) (Hetch Hetchy) $5,015,000 3.153% Term Bonds due November 1, 2034 Price* 100.00 CUSIP† 79765R 5C9 $11,435,000 3.523% Term Bonds due November 1, 2041 Price* 100.00 CUSIP† 79765R 5D7 2019 Sub-Series C Bonds (Refunding – Federally Taxable) (Local Water Main) $5,470,000 3.153% Term Bonds due November 1, 2034 Price* 100.00 CUSIP† 79765R 5E5 $12,455,000 3.523% Term Bonds due November 1, 2041 Price* 100.00 CUSIP† 79765R 5F2 * † Reoffering prices have been provided by the Underwriters See “UNDERWRITING.” CUSIP is a registered trademark of the American Bankers Association CUSIP data herein are provided by CUSIP Global Services (CGS), which is managed on behalf of the American Bankers Association by S&P Global Market Intelligence This data is not intended to create a database and does not serve in any way as a substitute for the CGS data base Neither the SFPUC nor the Underwriters assume any responsibility for the accuracy of the CUSIP data Map of Hetch Hetchy Regional Water System Figure 1-1 (Not to Scale) – The above map depicts the Hetch Hetchy Regional Water System For further description of the SFPUC’s Water System, see “THE WATER ENTERPRISE.” The 2019 Series ABC Bonds are not secured by a legal or equitable pledge of, or charge, lien or encumbrance upon, any of the property of the SFPUC or any of its income or receipts, except Revenues See “SECURITY FOR THE BONDS.” Map of Service Area and Locations of Wholesale Customers 4a 4b 4c 10 11 12 Alameda County Water District City of Brisbane City of Burlingame CWS - Bear Gulch CWS - Mid-Peninsula CWS - South San Francisco Coastside County Water District City of Daly City City of East Palo Alto Estero Municipal Improvement District Guadalupe Valley MID City of Hayward Town of Hillsborough City of Menlo Park 13 14 15 16 17 18 19 20 21 22 23 24 25 26 Mid-Peninsula Water District City of Millbrae City of Milpitas City of Mountain View North Coast County Water District City of Palo Alto Purissima Hills Water District City of Redwood City City of San Bruno San Jose Municipal Water System City of Santa Clara Stanford University City of Sunnyvale Westborough Water District Figure 1-2 (Not to Scale) – The above map depicts the Water Enterprise service area (not including the Groveland Community Service District) and the locations of the Wholesale Customers (not including Cordilleras Mutual Water Company) For further description of the Wholesale Customers, see “THE WATER ENTERPRISE – Wholesale Deliveries.” TABLE OF CONTENTS Subordinate Debt and Interim Funding Program .28 Other Subordinate Obligations Payable from Revenues 29 Revenue Bond Oversight Committee .29 Debt Service Requirements 30 THE CITY AND COUNTY OF SAN FRANCISCO 31 THE PUBLIC UTILITIES COMMISSION 32 General .32 Organization, Purposes and Powers 32 Commission Members 33 Management .34 Labor Relations 36 Employee Benefit Plans 37 Pension and Health Care Costs Reforms 41 THE WATER ENTERPRISE 43 General .43 Water Rights and Related Proceedings 43 Current Water Supply Sources 44 Water Supply Storage .45 Projected Demand 45 Water Supply Reliability and Drought Planning 47 Water Supply Initiatives 48 Wholesale Deliveries 50 Retail Deliveries .58 Historic Water Sales and Top Customers .59 Recent Drought; Current Water Conditions .61 Curtailment Actions by the State Water Resources Control Board 62 Proposals to Restore Hetch Hetchy Valley 63 WATER FACILITIES .63 General .63 Water Conveyance and Distribution .64 Water Treatment .65 Water Storage 66 Physical Condition of Certain Facilities 68 Seismic Hazards .69 Wildfire Considerations 71 Safety and Security 71 CAPITAL IMPROVEMENT PROGRAM .71 Capital and Financial Planning Process 71 Regional Water Program 72 Local Water Program .72 Hetch Hetchy Water 72 Water System Improvement Program (WSIP) 74 Environmental Considerations 76 FINANCING OF CAPITAL IMPROVEMENTS 77 INTRODUCTION .1 General .1 Authority for Issuance Plan of Refunding .2 The SFPUC and the Water Enterprise Security for the Bonds Outstanding and Future Parity Bonds and Other Indebtedness Risk Factors Continuing Disclosure Other Matters THE 2019 SERIES ABC BONDS General .4 Securities Depository and Book-Entry Only System Redemption Defeasance 10 PLAN OF REFUNDING .10 General .10 Refunded Bonds .10 ESTIMATED SOURCES AND USES OF FUNDS .13 GREEN BONDS DESIGNATION AND CLIMATE CERTIFICATION 13 Designation as Green Bonds 13 The Climate Bonds Initiative and Climate Bonds .13 United Nations Sustainable Development Goals .15 Use of Proceeds 15 Process for Project Evaluation and Selection .16 Management of Proceeds 16 Green Bond Reporting 16 SECURITY FOR THE BONDS 17 Pledge of Revenues 17 Flow of Funds 18 Rate Covenants 20 Bond Reserve Accounts 22 Additional Series of Bonds .23 Refunding Bonds 24 Other Parity Obligations; Subordinate Obligations; Obligations Not Payable from Revenues 25 Investments .25 OBLIGATIONS PAYABLE FROM REVENUES .25 Authority for Issuance of Revenue Bonds and Other Obligations Payable from Revenues 25 Outstanding Parity Revenue Bonds 27 State and Federal Loans 27 Contingent Payment Obligations 28 -i- TABLE OF CONTENTS (continued) Bankruptcy of the City 106 Limitations on Remedies 107 Failure to Maintain Credit Ratings 108 Secondary Market 108 Uncertainties of Projections, Forecasts and Assumptions 108 Other Risks .108 REGULATORY MATTERS .109 General 109 Drinking Water Requirements 109 Public Water System Discharges 113 Bay-Delta Water Quality Standards .113 FERC Proceeding to Increase Flows in the Lower Tuolumne River 114 Dam Licensing and Safety Issues 115 Hazardous Material Management 118 Endangered Species 118 Required Instream Flow Schedules from Regional Water System Dams 118 CONSTITUTIONAL, STATUTORY AND CHARTER LIMITATIONS 119 State Law Limitations 119 Initiative and Referendum 121 Charter Limitations .121 Future Charter Amendments 122 LITIGATION 122 TAX MATTERS 122 CERTAIN LEGAL MATTERS 126 RATINGS 127 UNDERWRITING 127 FINANCIAL STATEMENTS .128 CONTINUING DISCLOSURE 129 CO-MUNICIPAL ADVISORS .129 VERIFICATION OF MATHEMATICAL ACCURACY 129 MISCELLANEOUS 130 APPROVAL AND DELIVERY 131 Long Term Financing of Capital Program .77 Interim Funding Program Facilities 77 Sources of Funding the Capital Improvement Program 77 FINANCIAL OPERATIONS 78 General .78 Wholesale Water Sales Revenue 79 Retail Water Sales Revenue .81 Impact of Weather on Revenues .86 Capacity Charges 86 Operating and Maintenance Expenses 87 Financial Management Policies 87 Investment of SFPUC Funds 89 Risk Management and Insurance 90 HISTORICAL OPERATING RESULTS 92 PROJECTED OPERATING RESULTS 94 Management Discussion of Projections 97 RISK FACTORS .97 General .97 Limited Obligation 97 No Bond Reserve Account .98 Risks Related to Water Enterprise Facilities and Operations .98 Cybersecurity 100 Construction Related Risks 101 Limitations on Rate-Setting 101 Initiative, Referendum, Charter Amendments and Future Legislation 101 Increased Operating and Maintenance Expenses .102 Interim Funding Program Facilities 102 Climate Change 102 Green Bonds 105 Inverse Condemnation 105 Economic, Political, Social and Environmental Conditions 106 Bankruptcy or Financial Failure of Wholesale Customers 106 APPENDIX A APPENDIX B APPENDIX C APPENDIX D APPENDIX E APPENDIX F SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE SUMMARY OF CERTAIN PROVISIONS OF THE WATER SUPPLY AGREEMENT SFPUC WATER ENTERPRISE FINANCIAL STATEMENTS PROPOSED FORM OF OPINION OF BOND COUNSEL FORM OF CONTINUING DISCLOSURE CERTIFICATE INFORMATION REGARDING BOOK-ENTRY ONLY SYSTEM AND GLOBAL CLEARANCE PROCEDURES -ii- GENERAL INFORMATION No dealer, broker, salesperson or other person has been authorized by the SFPUC to give any information or to make any representation other than those contained herein and, if given or made, such other information or representation must not be relied upon as having been authorized by the SFPUC This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the 2019 Series ABC Bonds, by any person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale This Official Statement is not to be construed as a contract with the initial purchasers of the 2019 Series ABC Bonds Any statement made in this Official Statement involving any forecast or matter of estimates or opinion, whether or not expressly so stated, is intended solely as such and not as a representation of fact The information set forth herein other than that provided by the SFPUC, although obtained from sources which are believed to be reliable, is not guaranteed as to accuracy or completeness The information and expressions of opinion herein are subject to change without notice and neither delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the SFPUC or the City since the date hereof The Underwriters have provided the following sentence for inclusion in this Official Statement: The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters not guarantee the accuracy or completeness of such information The City maintains a website at http://www.sfgov.org and the SFPUC maintains a website at http://www.sfwater.org In addition, certain information and reports found on other websites, and other information and reports, are referred to in this Official Statement The information and reports available on such websites, and the other referenced information and reports, are not incorporated by reference into this Official Statement and should not be relied upon in making an investment in the 2019 Series ABC Bonds The issuance and sale of the 2019 Series ABC Bonds have not been registered under the Securities Act of 1933 in reliance upon the exemption provided thereunder by Section 3(a)(2) for the issuance and sale of municipal securities IN CONNECTION WITH THE OFFERING OF THE 2019 SERIES ABC BONDS, THE UNDERWRITERS MAY OVERALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE 2019 SERIES ABC BONDS AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME CONSEQUENTLY, THE MARKET PRICE PAID BY AN INVESTOR DURING THE STABILIZATION PERIOD MAY BE HIGHER THAN THE PREVAILING MARKET PRICE This Official Statement is delivered for use in connection with the issuance, sale and delivery of the 2019 Series ABC Bonds and may not be reproduced or used, in whole or in part, for any other purpose FORWARD-LOOKING STATEMENTS CERTAIN STATEMENTS CONTAINED IN THIS OFFICIAL STATEMENT REFLECT NOT HISTORICAL FACTS BUT FORECASTS AND “FORWARD-LOOKING STATEMENTS.” ALL FORWARD-LOOKING STATEMENTS ARE PREDICTIONS AND ARE SUBJECT TO KNOWN AND UNKNOWN RISKS AND UNCERTAINTIES NO ASSURANCE CAN BE GIVEN THAT THE FUTURE RESULTS DISCUSSED HEREIN WILL BE ACHIEVED, AND ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THE FORECASTS DESCRIBED HEREIN IN THIS RESPECT, THE WORDS “ESTIMATE,” “PROJECT,” “ANTICIPATE,” “EXPECT,” “INTEND,” “BELIEVE” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS ALL PROJECTIONS, FORECASTS, ASSUMPTIONS, EXPRESSIONS OF OPINIONS, ESTIMATES AND OTHER FORWARD-LOOKING STATEMENTS ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THE CAUTIONARY STATEMENTS SET FORTH IN THIS OFFICIAL STATEMENT GIVEN THEIR UNCERTAINTY, INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON SUCH STATEMENTS INFORMATION CONCERNING OFFERING RESTRICTIONS IN CERTAIN JURISDICTIONS OUTSIDE THE UNITED STATES REFERENCES HEREIN TO THE “ISSUER” MEAN THE PUBLIC UTILITIES COMMISSION OF THE CITY AND COUNTY OF SAN FRANCISCO AND REFERENCES TO “BONDS” OR “SECURITIES” MEAN THE 2019 SERIES ABC BONDS OFFERED HEREBY NEITHER THE SFPUC NOR THE UNDERWRITERS ASSUME ANY RESPONSIBILITY FOR THIS SECTION MINIMUM UNIT SALES EACH SERIES OF BONDS WILL TRADE AND SETTLE ON A UNIT BASIS (ONE UNIT EQUALING ONE BOND OF $5,000 PRINCIPAL AMOUNT) FOR ANY SALES MADE OUTSIDE THE UNITED STATES, THE MINIMUM PURCHASE AND TRADING AMOUNT IS 30 UNITS (BEING 30 BONDS IN AN AGGREGATE PRINCIPAL AMOUNT OF $150,000) NOTICE TO PROSPECTIVE INVESTORS IN THE EUROPEAN ECONOMIC AREA THIS OFFICIAL STATEMENT HAS BEEN PREPARED ON THE BASIS THAT ALL OFFERS OF THE SECURITIES TO ANY PERSON THAT IS LOCATED WITHIN A MEMBER STATE OF THE EUROPEAN ECONOMIC AREA (“EEA”) WILL BE MADE PURSUANT TO AN EXEMPTION UNDER ARTICLE 1(4) REGULATION (EU) 2017/1129 (THE “PROSPECTUS REGULATION”) FROM THE REQUIREMENT TO PRODUCE A PROSPECTUS FOR OFFERS OF THE SECURITIES ACCORDINGLY, ANY PERSON MAKING OR INTENDING TO MAKE ANY OFFER TO ANY PERSON LOCATED WITHIN A MEMBER STATE OF THE EEA OF THE SECURITIES SHOULD ONLY DO SO IN CIRCUMSTANCES IN WHICH NO OBLIGATION ARISES FOR THE ISSUER OR ANY OF THE INITIAL PURCHASERS TO PRODUCE A PROSPECTUS OR SUPPLEMENT FOR SUCH AN OFFER NEITHER THE ISSUER NOR THE INITIAL PURCHASERS HAVE AUTHORIZED, NOR DO THEY AUTHORIZE, THE MAKING OF ANY OFFER OF SECURITIES THROUGH ANY FINANCIAL INTERMEDIARY, OTHER THAN OFFERS MADE BY THE INITIAL PURCHASERS, WHICH CONSTITUTE THE FINAL PLACEMENT OF THE SECURITIES CONTEMPLATED IN THIS OFFICIAL STATEMENT THE OFFER OF ANY SECURITIES WHICH IS THE SUBJECT OF THE OFFERING CONTEMPLATED BY THIS OFFICIAL STATEMENT IS NOT BEING MADE AND WILL NOT BE MADE TO THE PUBLIC IN ANY MEMBER STATE OF THE EEA, OTHER THAN: (A) TO ANY LEGAL ENTITY WHICH IS A “QUALIFIED INVESTOR” AS SUCH TERM IS DEFINED IN THE PROSPECTUS REGULATION; (B) TO FEWER THAN 150 NATURAL OR LEGAL PERSONS (OTHER THAN “QUALIFIED INVESTORS” AS SUCH TERM IS DEFINED IN THE PROSPECTUS REGULATION)OR (C) IN ANY OTHER CIRCUMSTANCES FALLING WITHIN ARTICLE 1(4) OF THE PROSPECTUS REGULATION, SUBJECT TO OBTAINING THE PRIOR CONSENT OF THE RELEVANT UNDERWRITER OR THE CORPORATION FOR ANY SUCH OFFER; PROVIDED THAT NO SUCH OFFER OF THE SECURITIES SHALL REQUIRE THE ISSUER OR THE INITIAL PURCHASERS TO PUBLISH A PROSPECTUS PURSUANT TO ARTICLE OF THE PROSPECTUS REGULATION OR A SUPPLEMENT TO A PROSPECTUS PURSUANT TO ARTICLE 23 OF THE PROSPECTUS REGULATION FOR THE PURPOSES OF THIS PROVISION, THE EXPRESSION AN “OFFER OF SECURITIES TO THE PUBLIC” IN RELATION TO THE SECURITIES IN ANY MEMBER STATE OF THE EEA MEANS THE COMMUNICATION IN ANY FORM AND BY ANY MEANS OF SUFFICIENT INFORMATION ON THE TERMS OF THE OFFER AND THE SECURITIES TO BE OFFERED SO AS TO ENABLE AN INVESTOR TO DECIDE TO PURCHASE THE SECURITIES EACH SUBSCRIBER FOR OR PURCHASER OF THE BONDS IN THE OFFERING LOCATED WITHIN A MEMBER STATE WILL BE DEEMED TO HAVE REPRESENTED, ACKNOWLEDGED AND AGREED THAT IT IS A “QUALIFIED INVESTOR” AS DEFINED IN THE PROSPECTUS REGULATION THE CORPORATION AND EACH UNDERWRITER AND OTHERS WILL RELY ON THE TRUTH AND ACCURACY OF THE FOREGOING REPRESENTATION, ACKNOWLEDGEMENT AND AGREEMENT PROHIBITION OF SALES TO EEA RETAIL INVESTORS – THE BONDS ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA FOR THESE PURPOSES, A RETAIL INVESTOR MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF DIRECTIVE 2014/65/EU (AS AMENDED, “MIFID II”); OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE (EU) 2016/97 (THE “INSURANCE DISTRIBUTION DIRECTIVE”), WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II CONSEQUENTLY NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 (THE “PRIIPS REGULATION”) FOR OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM THIS OFFICIAL STATEMENT HAS NOT BEEN APPROVED FOR THE PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (“FSMA”) AND DOES NOT CONSTITUTE AN OFFER TO THE PUBLIC IN ACCORDANCE WITH THE PROVISIONS OF SECTION 85 OF THE FSMA THIS OFFICIAL STATEMENT IS FOR DISTRIBUTION ONLY TO, AND IS DIRECTED SOLELY AT, PERSONS WHO (I) ARE OUTSIDE THE UNITED KINGDOM, (II) ARE INVESTMENT PROFESSIONALS, AS SUCH TERM IS DEFINED IN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE “FINANCIAL PROMOTION ORDER”), (III) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE FINANCIAL PROMOTION ORDER, OR (IV) ARE PERSONS TO WHOM AN INVITATION OR INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY (WITHIN THE MEANING OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000) IN CONNECTION WITH THE ISSUE OR SALE OF ANY BONDS MAY OTHERWISE BE LAWFULLY COMMUNICATED OR CAUSED TO BE COMMUNICATED (ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS “RELEVANT PERSONS”) THIS OFFICIAL STATEMENT IS DIRECTED ONLY AT RELEVANT PERSONS AND MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS OFFICIAL STATEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS ANY PERSON WHO IS NOT A RELEVANT PERSON SHOULD NOT ACT OR RELY ON THIS OFFICIAL STATEMENT OR ANY OF ITS CONTENTS NOTICE TO RESIDENTS OF HONG KONG WARNING THE CONTENTS OF THIS OFFICIAL STATEMENT HAVE NOT BEEN REVIEWED BY ANY REGULATORY AUTHORITY IN HONG KONG YOU ARE ADVISED TO EXERCISE CAUTION IN RELATION TO THE OFFER OF THE BONDS IF YOU ARE IN ANY DOUBT ABOUT ANY OF THE CONTENTS OF THIS DOCUMENT, YOU SHOULD OBTAIN INDEPENDENT PROFESSIONAL ADVICE THIS DOCUMENT HAS NOT BEEN, AND WILL NOT BE, REGISTERED AS A PROSPECTUS IN HONG KONG NOR HAS IT BEEN APPROVED BY THE SECURITIES AND FUTURES COMMISSION OF HONG KONG PURSUANT TO THE SECURITIES AND FUTURES ORDINANCE (CHAPTER 571 OF THE LAWS OF HONG KONG) (“SFO”) ACCORDINGLY, THE BONDS MAY NOT BE OFFERED OR SOLD IN HONG KONG BY MEANS OF THIS DOCUMENT OR ANY OTHER DOCUMENT, AND THIS DOCUMENT MUST NOT BE ISSUED, CIRCULATED OR DISTRIBUTED IN HONG KONG, OTHER THAN TO `PROFESSIONAL INVESTORS’ AS DEFINED IN THE SFO AND ANY RULES MADE THEREUNDER IN ADDITION, NO PERSON MAY ISSUE OR HAVE IN ITS POSSESSION FOR THE PURPOSES OF ISSUE, WHETHER IN HONG KONG OR ELSEWHERE, ANY ADVERTISEMENT, INVITATION OR DOCUMENT RELATING TO THE BONDS, WHICH IS DIRECTED AT, OR THE CONTENTS OF WHICH ARE LIKELY TO BE ACCESSED OR READ BY, THE PUBLIC OF HONG KONG (EXCEPT IF PERMITTED TO DO SO UNDER THE SECURITIES LAWS OF HONG KONG) OTHER THAN WITH RESPECT TO BONDS WHICH ARE OR ARE INTENDED TO BE DISPOSED OF ONLY (A) TO PERSONS OUTSIDE HONG KONG, (B) TO `PROFESSIONAL INVESTORS’ AS DEFINED IN THE SFO AND ANY RULES MADE THEREUNDER NOTICE TO PROSPECTIVE INVESTORS IN SWITZERLAND THIS OFFICIAL STATEMENT IS NOT INTENDED TO CONSTITUTE AN OFFER OR A SOLICITATION TO PURCHASE OR INVEST IN THE BONDS THE BONDS MAY NOT BE PUBLICLY OFFERED, SOLD OR ADVERTISED, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM SWITZERLAND AND WILL NOT BE LISTED ON THE SIX SWISS EXCHANGE OR ON ANY OTHER EXCHANGE OR REGULATED TRADING FACILITY IN SWITZERLAND NEITHER THIS OFFICIAL STATEMENT NOR ANY OTHER OFFERING OR MARKETING MATERIAL RELATING TO THE BONDS CONSTITUTES A PROSPECTUS AS SUCH TERM IS UNDERSTOOD PURSUANT TO ART 652A OR ART 1156 OF THE SWISS CODE OF OBLIGATIONS OR A LISTING PROSPECTUS WITHIN THE MEANING OF THE LISTING RULES OF THE SIX SWISS EXCHANGE OR ANY OTHER REGULATED TRADING FACILITY IN SWITZERLAND, AND NEITHER THIS OFFICIAL STATEMENT NOR ANY OTHER OFFERING OR MARKETING MATERIAL RELATING TO THE BONDS MAY BE PUBLICLY DISTRIBUTED OR OTHERWISE MADE PUBLICLY AVAILABLE IN SWITZERLAND NEITHER THIS OFFICIAL STATEMENT NOR ANY OTHER OFFERING OR MARKETING MATERIAL RELATING TO THE OFFERING, NOR THE ISSUER, NOR THE BONDS HAVE BEEN OR WILL BE FILED WITH OR APPROVED BY ANY SWISS REGULATORY AUTHORITY IN PARTICULAR, THIS OFFICIAL STATEMENT WILL NOT BE FILED WITH, AND THE OFFER OF THE BONDS WILL NOT BE SUPERVISED BY, THE SWISS FINANCIAL MARKET SUPERVISORY AUTHORITY (“FINMA”), AND THE OFFER OF BONDS HAS NOT BEEN AND WILL NOT BE AUTHORIZED UNDER THE SWISS FEDERAL ACT ON COLLECTIVE INVESTMENT SCHEMES (“CISA”) ACCORDINGLY, INVESTORS DO NOT HAVE THE BENEFIT OF THE SPECIFIC INVESTOR PROTECTION PROVIDED UNDER THE CISA SELLING RESTRICTIONS FOR OFFER OF SECURITIES IN SINGAPORE THIS OFFICIAL STATEMENT HAS NOT BEEN AND WILL NOT BE REGISTERED AS A PROSPECTUS WITH THE MONETARY AUTHORITY OF SINGAPORE ACCORDINGLY, THIS OFFICIAL STATEMENT AND ANY OTHER DOCUMENT OR MATERIAL IN CONNECTION WITH THE OFFER OR SALE, OR INVITATION FOR SUBSCRIPTION OR PURCHASE, OF THE BONDS MAY NOT BE CIRCULATED OR DISTRIBUTED, NOR MAY THE BONDS BE OFFERED OR SOLD, OR BE MADE THE SUBJECT OF AN INVITATION FOR SUBSCRIPTION OR PURCHASE, WHETHER DIRECTLY OR INDIRECTLY, TO PERSONS IN SINGAPORE OTHER THAN (I) TO AN INSTITUTIONAL INVESTOR (AS DEFINED IN SECTION 4A OF THE SECURITIES AND FUTURES ACT, CHAPTER 289 OF SINGAPORE (THE “SFA”)) UNDER SECTION 274 OF THE SFA, (II) TO A RELEVANT PERSON (AS DEFINED IN SECTION 275(2) OF THE SFA) PURSUANT TO SECTION 275(1), OR ANY PERSON PURSUANT TO SECTION 275(1A), AND IN ACCORDANCE WITH THE CONDITIONS SPECIFIED IN SECTION 275, OF THE SFA AND (WHERE APPLICABLE) REGULATION OF THE SECURITIES AND FUTURES (CLASSES                                           ... the Bay: Alameda, Contra Costa, Marin, Napa, San Francisco, San Mateo, Santa Clara, Solano and Sonoma counties (collectively, the “Bay Area”) The economy of the Bay Area includes a wide range... SFPUC maintains a Sustainability Plan and Program This plan and program, among other sustainability-related information, are available at www.sfwater.org/index.aspx?page=166 The information available... Assistant General Manager, Business Services and Chief Financial Officer Juliet Ellis, Assistant General Manager, External Affairs and Chief Strategy Officer Barbara Hale, Assistant General Manager,