exv10w3






Exhibit 10.3




 





Water Supply Agreement




between




The City and County of San Francisco




and




Wholesale Customers

in

Alameda County, San Mateo County and

Santa Clara
County




July
2009




 





 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	Introduction
	 	 	1	 
	Article 1. Parties, Effective Date, and Defined Terms
	 	 	1	 
	1.01 Definitions
	 	 	1	 
	1.02 Parties
	 	 	1	 
	1.03 Effective Date
	 	 	2	 
	Article 2. Term; Amendments During Term
	 	 	4	 
	2.01 Term
	 	 	4	 
	2.02 Extension and Renewal of Term
	 	 	4	 
	2.03 Amendments
	 	 	5	 
	Article 3. Water Supply
	 	 	8	 
	3.01 Supply Assurance
	 	 	8	 
	3.02 Allocation of Supply Assurance
	 	 	9	 
	3.03 Wholesale Customer Service Areas
	 	 	10	 
	3.04 Permanent Transfers of Individual Supply Guarantees
	 	 	12	 
	3.05 Restrictions on Resale
	 	 	12	 
	3.06 Conservation; Use of Local Sources; Water
Management Charge
	 	 	13	 
	3.07 Restrictions on Purchases of Water from Others;
Minimum Annual
Purchases
	 	 	14	 
	3.08 Water Quality
	 	 	14	 
	3.09 Completion of WSIP
	 	 	15	 
	3.10 Regional Water System Repair, Maintenance and
Operation
	 	 	15	 
	3.11 Shortages
	 	 	16	 
	3.12 Wheeling of Water from Outside SFPUC System
	 	 	18	 
	3.13 Limits on New Customers
	 	 	19	 
	3.14 Measurement of Water
	 	 	21	 
	3.15 New Sources of Water Supply to Maintain Supply
Assurance
	 	 	22	 
	3.16 New Sources of Water Supply to Increase Supply
Assurance
	 	 	23	 
	3.17 Westside Basin Conjunctive Use Program
	 	 	24	 
	Article 4. Implementation of Interim Supply Limitation
	 	 	27	 
	4.01 Interim Supply Limitation Imposed by SFPUC
	 	 	27	 
	4.02 Retail and Wholesale Customer Allocations Under
Interim Supply
Limitation
	 	 	27	 
	4.03 Transfers of Interim Supply Allocations
	 	 	27	 
	4.04 Environmental Enhancement Surcharge
	 	 	28	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page
	4.05 San Jose/ Santa Clara Interim Supply Allocation and
Process for
Reduction/ Termination
	 	 	30	 
	4.06 San Francisco Decisions in 2018 Regarding Future
Water Supply
	 	 	31	 
	4.07 Retained Discretion of SFPUC and Wholesale Customers
	 	 	32	 
	Article 5. Wholesale Revenue Requirement
	 	 	34	 
	5.01 Scope of Agreement
	 	 	34	 
	5.02 General Principles
	 	 	34	 
	5.03 Capital Cost Recovery — Existing Regional Assets
	 	 	36	 
	5.04 Capital Cost Contribution — New Regional Assets
	 	 	38	 
	5.05 Water Enterprise Operation and Maintenance Expenses
	 	 	40	 
	5.06 Water Enterprise Administrative and General Expenses
	 	 	42	 
	5.07 Water Enterprise Property Taxes
	 	 	45	 
	5.08 Hetch Hetchy Enterprise Expenses
	 	 	45	 
	5.09 Hetch Hetchy Enterprise Capital Costs
	 	 	47	 
	5.10 Additional Agreements Related to Financial Issues
	 	 	48	 
	Article 6. Integration of Wholesale Revenue Requirement with
SFPUC Budget
Development and Rate Adjustments
	 	 	51	 
	6.01 General
	 	 	51	 
	6.02 Budget Development
	 	 	51	 
	6.03 Rate Adjustments
	 	 	51	 
	6.04 Rate Structure
	 	 	53	 
	6.05 Balancing Account
	 	 	54	 
	6.06 Wholesale Revenue Coverage Reserve
	 	 	56	 
	6.07 Working Capital Requirement
	 	 	58	 
	6.08 Wholesale Capital Fund
	 	 	59	 
	Article 7. Accounting Procedures; Compliance Audit
	 	 	61	 
	7.01 SFPUC Accounting Principles, Practices
	 	 	61	 
	7.02 Calculation of and Report on Wholesale Revenue
Requirement
	 	 	62	 
	7.03 Appointment of Compliance Auditor
	 	 	64	 
	7.04 Conduct of Compliance Audit
	 	 	64	 
	7.05 Issuance of Compliance Auditor’s Report
	 	 	67	 
	7.06 Wholesale Customer Review
	 	 	67	 
	Article 8. Other Agreements of the Parties
	 	 	69	 
	8.01 Arbitration and Judicial Review
	 	 	69	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page
	8.02 Attorneys’ Fees
	 	 	73	 
	8.03 Annual Meeting and Report
	 	 	74	 
	8.04 Administrative Matters Delegated to BAWSCA
	 	 	75	 
	8.05 Preservation of Water Rights; Notice of Water Rights
Proceedings
	 	 	76	 
	8.06 SFPUC Rules and Regulations
	 	 	77	 
	8.07 Reservations of, and Limitations on, Claims
	 	 	77	 
	8.08 Prohibition of Assignment
	 	 	80	 
	8.09 Notices
	 	 	80	 
	8.10 Incorporation of Attachments
	 	 	81	 
	8.11 Interpretation
	 	 	81	 
	8.12 Actions and Approvals by San Francisco
	 	 	81	 
	8.13 Counterparts
	 	 	82	 
	8.14 Limitations on Damages
	 	 	82	 
	8.15 Force Majeure
	 	 	82	 
	8.16 No Third-Party Beneficiaries
	 	 	83	 
	8.17 Good Faith and Fair Dealing
	 	 	83	 
	Article 9. Implementation and Special Provisions Affecting
Certain Wholesale
Customers
	 	 	84	 
	9.01 General; Individual Water Sales Contracts
	 	 	84	 
	9.02 California Water Service Company
	 	 	84	 
	9.03 City of Hayward
	 	 	86	 
	9.04 Estero Municipal Improvement District
	 	 	87	 
	9.05 Stanford University
	 	 	87	 
	9.06 City of San Jose and City of Santa Clara
	 	 	88	 
	9.07 City of Brisbane, Guadalupe Valley Municipal
Improvement District,
Town of Hillsborough
	 	 	89	 






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LIST OF ATTACHMENTS




	 	 	 
	A

	 	Definitions
	 
	 	 
	B

	 	Wholesale Customer Regional Water System Purchases 2007-2008 (Section 1.03)
	 
	 	 
	C

	 	List of Agencies and Individual Supply Guarantees (Section 3.02)
	 
	 	 
	D

	 	Procedure for Pro Rata Reduction of Individual Supply Guarantees if Total Use
Exceeds 184 MGD (Section 3.02)
	 
	 	 
	E

	 	Minimum Quantities for Dual Source Agencies (Section 3.07.C)
	 
	 	 
	F

	 	Sample Individual Water Sales Contract (Section 9.01)
	 
	 	 
	G

	 	Water Quality Notification and Communications Plan (Section 3.08.B)
	 
	 	 
	H

	 	Tier 1 Shortage Plan (Section 3.11.C)
	 
	 	 
	I

	 	NOT USED
	 
	 	 
	J

	 	Water Use Measurement and Tabulation (Section 3.14)
	 
	 	 
	K-1

	 	Wholesale Customers’ Share of Net Book Value of Existing Assets (Section 5.03)
	 
	 	 
	K-2

	 	Wholesale Customers’ Share of the Book Value of Revenue-Funded Capital
Expenditures (Section 5.03)
	 
	 	 
	K-3

	 	25 Year Payoff Schedule for Existing Rate Base — Water Enterprise Regional Assets
and One Direct Wholesale Asset (Section 5.03)
	 
	 	 
	K-4

	 	25 Year Payoff Schedule for Existing Rate Base — Hetch Hetchy Water Assets and
Water-Related Portion of Joint Assets (Section 5.03)
	 
	 	 
	K-5

	 	Unexpended Appropriations for Revenue-Funded Regional Assets (Section 5.03)
	 
	 	 
	L-1

	 	Identification of WSIP Projects as Regional/Retail (Section 5.04)
	 
	 	 
	L-2

	 	Certificate of Use of Proceeds (Section 5.04.A)
	 
	 	 
	L-3

	 	Annual Report on Expenditures of and Earnings on Proceeds (Section 5.04.A)
	 
	 	 
	M-1

	 	Revenue-Funded Capital Additions (Section 5.04.B)
	 
	 	 
	M-2

	 	Revenue-Funded Capital Annual Reporting Requirements (Section 5.04.B)
	 
	 	 
	M-3

	 	Wholesale Revenue-Funded Capital Fund (Section 6.08)
	 
	 	 
	N-1

	 	Balancing Account/Rate Setting Calculation Table (Section 6.03.A.3.a)






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	N-2

	 	Wholesale Revenue Requirement Schedules (Section 6.03.A.3.b)
	 
	 	 
	N-3

	 	Schedule of Projected Water Sales, Wholesale Revenue Requirement and
Wholesale Rates (Section 6.03.A.3.c)
	 
	 	 
	O

	 	Statement of Wholesale Revenue Requirement/Changes in Balancing Account
(Section 7.02.B.1)
	 
	 	 
	P

	 	Management Representation Letter (Section 7.02.B.5)
	 
	 	 
	Q

	 	San Jose and Santa Clara Service Areas (Section 9.06)






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WHOLESALE WATER SUPPLY AGREEMENT 




Introductory Statement 



Both San Francisco, as the Regional Water System owner and operator, and its Wholesale Customers
share a commitment to the Regional Water System providing a reliable supply of high quality water
at a fair price, and achieving these goals in an environmentally sustainable manner.




Article 1. Parties, Effective Date, and Defined Terms




1.01 Definitions 




     The capitalized terms used in this Agreement shall have the meanings set forth in Attachment
A.



1.02 Parties




     The parties to this Agreement are the City and County of San Francisco and such of the
following entities (all of which purchase water from San Francisco) as have executed this
Agreement:


Alameda County Water District

California Water Service Company

City of Brisbane

City of Burlingame

City of Daly City

City of East Palo Alto

City of Hayward

City of Menlo Park

City of Millbrae

City of Milpitas

City of Mountain View

City of Palo Alto

City of Redwood City




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City of San Bruno

City of San José

City of Santa Clara

City of Sunnyvale

Coastside County Water District

Estero Municipal Improvement District

Guadalupe Valley Municipal Improvement District

Mid-Peninsula Water District

North Coast County Water District

Purissima Hills Water District

Skyline County Water District

Stanford University

Town of Hillsborough

Westborough Water District



The entities listed above which have executed this Agreement shall be collectively referred to as
the “Wholesale Customers.”




1.03 Effective Date




     A. Except as provided in subsection C, this Agreement shall become effective only when it has
been approved by San Francisco and by each of the entities listed in Section 1.02 and when San
Francisco and each of those entities (except for the City of Hayward) have entered into an
Individual Water Sales Contract as provided in Section 9.01.



     B. If San Francisco and all of the entities listed in Section 1.02 approve this
Agreement and (except for the City of Hayward) an Individual Water Sales Contract on or before July
1, 2009, the effective date shall be July 1, 2009. If San Francisco and all of the entities listed
in Section 1.02 approve this Agreement and (except for the City of Hayward) an Individual Water
Sales Contract after July 1, 2009 but on or before September 1, 2009, the effective date shall be
the date on which the last entity listed in Section 1.02 approves this Agreement and, if required,
an Individual Water Sales Contract.



     C. If by September 1, 2009 this Agreement has been approved by fewer than all of the entities
listed in Section 1.02 or fewer than all of such entities (other than the City of Hayward) have
entered into an Individual Water Sales Contract, but it has been approved by entities representing
at least 75% in number and 75% of the water purchased from SFPUC by



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all listed agencies during FY 2007-08 (i.e., 173.39 MGD), then San Francisco shall have the option
to waive the requirement in subsection A that all listed agencies have approved this Agreement and
an Individual Water Sales Contract as a condition precedent to this Agreement and any Individual
Water Sales Contract becoming effective. San Francisco shall have 60 days from September 1, 2009
(i.e., until October 31, 2009) within which to decide whether or not to waive the condition. If San
Francisco decides to waive the condition, those listed agencies that have approved this Agreement
and Individual Water Sales Contract before October 31, 2009 will be bound thereby and this
Agreement and Individual Water Sales Contracts will become effective as to them, as of the date of
San Francisco’s waiver. For purposes of determining whether listed agencies that have approved this
Agreement represent at least 75% of the water purchased during FY 2007-08, the quantity of water
attributable to each listed entity shall be as set forth on Attachment B.



     D. The provisions of Article 9 that apply to fewer than all Wholesale Customers (i.e.,
Sections 9.02 — 9.07) shall not become effective unless San Francisco and the entity to which the
section applies have each approved (1) this Agreement, and (2) the underlying Individual Water
Sales Contract, unless otherwise provided in Article 9. This provision does not affect the
continued enforceability of provisions in those sections that derive from independently enforceable
judgments, orders or agreements.



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Article 2. Term; Amendments During Term




2.01 Term




     The term (“Term”) of this Agreement shall be twenty five (25) years. The Term shall begin on
July 1, 2009, regardless of whether the Effective Date is before or after that date, and shall end
on June 30, 2034. Except as provided in Article 9, the term of all Individual Water Sales Contracts
shall also begin on July 1, 2009 and end on June 30, 2034.



2.02 Extension and Renewal of Term 




     A. In December 2031, the SFPUC may provide written notice to the Wholesale Customers that it
is willing to extend the Term of this Agreement. Between January 1, 2032 and June 30, 2032, any
Wholesale Customer may accept the SFPUC’s offer to extend the Term by providing a written notice of
extension to the SFPUC. If such notices of extension are received from Wholesale Customers
representing at least two-thirds in number as of June 30, 2032 and seventy five percent (75%) of
the quantity of water delivered by the SFPUC to all Wholesale Customers during fiscal year 2030-31,
the Term shall be extended for another five (5) years (“First Extension Term”), through June 30,
2039. No party to this Agreement which does not wish to remain a party during the Extension Term
shall be compelled to do so by the actions of other parties under this section.



     B. In December 2036, the SFPUC may provide written notice to the Wholesale Customers that it
is willing to extend the Term of this Agreement. Between January 1, 2037 and June 30, 2037, any
Wholesale Customer may accept the SFPUC’s offer to extend the Term by providing a written notice of
extension to the SFPUC. If such notices of extension are received from Wholesale Customers
representing at least two-thirds in number as of June 30, 2037 and seventy five percent (75%) of
the quantity of water delivered by the SFPUC to all Wholesale Customers during fiscal year 2035-36,
the Term shall be extended for another five (5) years (“Second Extension Term”), through June 30,
2044. No party to this Agreement which does not wish to remain a party during the Extension Term
shall be compelled to do so by the actions of other parties under this section.



     C. After the expiration of the Term, and, if applicable, the Extension Terms, this Agreement
may be renewed by mutual consent of the parties, subject to any modifications thereof which may be
determined at that time. If fewer than all of the parties desire to renew this Agreement beyond its
Term, with or without modifications, the SFPUC and the Wholesale



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Customers who wish to extend the Agreement shall be free to do so, provided that no party to this
Agreement which does not wish to become a party to such a renewed Agreement shall be compelled to
do so by the actions of other parties under this section.



2.03 Amendments




     A. Amendments to Agreement; General 



          1. This Agreement may be amended with the written consent of all
parties.




          2. This Agreement may also be amended with the written consent
of San
Francisco and of Wholesale Customers representing at least two-thirds in number (i.e., 18 as of
July 1, 2009) and seventy five percent (75%) of the quantity of water delivered by San Francisco to
all Wholesale Customers during the fiscal year immediately preceding the amendment.




          3. No amendment which adversely affects a Fundamental Right of a
Wholesale Customer may be made without the written consent of that customer. Amendments to Article
5 which merely affect the allocation of costs between City Retail customers on the one hand and
Wholesale Customers collectively on the other, and amendments to Articles 6 and 7 which merely
alter budgetary, accounting and auditing procedures do not affect Fundamental Rights and may be
made with the consent of parties meeting the requirements of Section 2.03.A.2.




          4. When an amendment has been approved by San Francisco and the number of Wholesale Customers
required in Section 2.03.A.2, San Francisco shall notify each of the Wholesale Customers in writing
of the amendment’s adoption. Notwithstanding any provision of law or this Agreement, any Wholesale
Customer that claims that the amendment violates its Fundamental Rights under Section 2.03.A.3,
shall have 30 days from the date San Francisco delivers the notice of its adoption in which to
challenge the amendment’s validity through a judicial action. If no such action is filed within 30
days, the amendment shall be finally and conclusively deemed to have been adopted in compliance
with this section.




     B. Amendments to Article 9 



          1. Notwithstanding the provisions of Sections 2.03.A.2 and 2.03.A.3, any provision of Article
9 which applies only to an individual Wholesale Customer may be amended with the written
concurrence of San Francisco and the Wholesale Customer to which it applies;




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provided that the amendment will not, directly or indirectly, adversely affect the Fundamental
Rights of the other Wholesale Customers.




          2. Before making any such amendment effective, San Francisco shall give notice, with a copy of
the text of the proposed amendment, to all other Wholesale Customers. The Wholesale Customers shall
have 30 days in which to object to the amendment on the ground that it is not permissible under
this subsection. If no such objection is received by San Francisco, the proposed amendment shall
become effective. If one or more Wholesale Customers object to the amendment, San Francisco, the
individual Wholesale Customer with which San Francisco intends to effect the amendment, and the
Wholesale Customer(s) which lodged the objection shall meet to discuss the matter.




          3. If the dispute cannot be resolved and San Francisco and the
Wholesale
Customer involved elect to proceed with the amendment, either San Francisco or the Wholesale
Customer shall give written notice of such election to each Wholesale Customer that has objected.
Any Wholesale Customer that has objected to such amendment shall have 30 days from receipt of this
notice within which to commence an action challenging the validity of such amendment, and such
amendment shall be deemed effective as of the end of this 30-day period unless restrained by order
of court.




     C. Amendments to Attachments. The following attachments may be amended with the
written concurrence of San Francisco and BAWSCA on behalf of the Wholesale Customers:



	 	 	 
	Attachment	 	Name
	 
	 	 
	G

	 	January 2006 Water Quality Notification and Communications Plan
	 
	 	 
	J

	 	Water Use Measurement and Tabulation
	 
	 	 
	L-1

	 	Identification of WSIP Projects as Regional/Retail
	 
	 	 
	N-1

	 	Balancing Account/Rate Setting Calculation Table
	 
	 	 
	N-2

	 	Wholesale Revenue Requirement Schedules
	 
	 	 
	N-3

	 	Schedule of Projected Water Sales, Wholesale Revenue Requirement and
Wholesale Rates
	 
	 	 
	P

	 	Management Representation Letter






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     Amendments to these attachments shall be approved on behalf of San Francisco by the Commission
and on behalf of BAWSCA by its Board of Directors, unless the Commission by resolution delegates
such authority to the General Manager of the SFPUC or the Board of Directors by resolution
delegates such authority to the General Manager/CEO of BAWSCA.



     D. Amendments to Individual Water Sales Contracts. Individual Water Sales Contracts
described in Section 9.01 may be amended with the written concurrence of San Francisco and the
Wholesale Customer which is a party to that Individual Water Sales Contract; provided that the
amendment is not inconsistent with this Agreement or in derogation of the Fundamental Rights of
other Wholesale Customers under this Agreement.



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Article 3. Water Supply




3.01 Supply Assurance 




     A. San Francisco agrees to deliver water to the Wholesale Customers up to the amount of the
Supply Assurance. The Supply Assurance is for the benefit of the entities listed in Section 1.02,
irrespective of whether or not they have executed this Agreement. Water delivered by San Francisco
to Retail Customers shall not be included in the Supply Assurance. Until December 31, 2018, the
foregoing commitment is subject to Article 4.



     B. Both the Supply Assurance and the Individual Supply Guarantees identified in Section 3.02
are expressed in terms of daily deliveries on an annual average basis and do not themselves
constitute a guarantee by San Francisco to meet peak daily or hourly demands of the Wholesale
Customers, irrespective of what those peak demands may be. The parties acknowledge, however, that
the Regional Water System has been designed and constructed to meet peak daily and hourly demands
and that its capacity to do so has not yet been reached. San Francisco agrees to operate the
Regional Water System to meet peak requirements of the Wholesale Customers to the extent possible
without adversely affecting its ability to meet peak demands of Retail Customers. This Agreement
shall not preclude San Francisco from undertaking to meet specific peak demand requirements of
individual Wholesale Customers in their Individual Water Sales Contracts.



     C. The Supply Assurance is perpetual and shall survive the expiration or earlier termination
of this Agreement. Similarly, the Individual Supply Guarantees identified in Section 3.02 and/or
the Individual Water Sales Contracts are perpetual and shall survive the expiration or earlier
termination of this Agreement or the Individual Water Sales Contracts.



     D. Notwithstanding the Supply Assurance established by this section, the Individual Supply
Guarantees identified in Section 3.02 and the Individual Water Sales Contracts, the amount of water
made available by San Francisco to the Wholesale Customers is subject to reduction, to the extent
and for the period made necessary by reason of water shortage, Drought, Emergencies, or by
malfunctioning or rehabilitation of facilities in the Regional Water System. Any such reduction
will be implemented in accordance with Section 3.11. The amount of water made available to the
Wholesale Customers may not be reduced, however, merely because the water recycling and groundwater
projects which the WSIP envisions to be constructed within San Francisco, or the conservation
programs intended to reduce water use



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by Retail Customers that are included in the WSIP, do not generate the yield or savings (10 MGD
combined) anticipated by San Francisco.



3.02 Allocation of Supply Assurance 




     A. Pursuant to Section 7.02 of the 1984 Agreement, a portion of the Supply Assurance has been
allocated among 24 of the 27 Wholesale Customers. These Individual Supply Guarantees are also
expressed in terms of annual average metered deliveries of millions of gallons per day and are
listed in Attachment C.



     B. Three Wholesale Customers do not have Individual Supply Guarantees. The cities of San Jose
and Santa Clara do not have an Individual Supply Guarantees because San Francisco has provided
water to them on a temporary and interruptible basis as described in Sections 4.05 and 9.06. The
City of Hayward does not have an Individual Supply Guarantee because of the terms of the 1962
contract between it and San Francisco, as further described in Section 9.03.



     C. If the total amount of water delivered by San Francisco to Hayward and to the Wholesale
Customers that are listed on Attachment C exceeds 184 MGD over a period of three consecutive fiscal
years (i.e., July 1 through June 30), then the Individual Supply Guarantees of those Wholesale
Customers listed on Attachment C shall be reduced pro rata so that their combined entitlement and
the sustained use by Hayward does not exceed 184 MGD. The procedure for calculating the pro rata
reduction in Individual Supply Guarantees is set out in Attachment D.



          1. The provisions of this subsection C are not in derogation of the reservation of claims to
water in excess of the Supply Assurance which are contained in Section 8.07. Nor do they constitute
an acknowledgement by Wholesale Customers other than
Hayward that San Francisco is obligated or entitled to reduce their Individual Supply
Guarantees in the circumstances described herein. The provisions of this subsection C shall,
however, be operative unless and until a court determines that its provisions violate rights of the
Wholesale Customers derived independently of this Agreement.




          2. The foregoing paragraph is not intended to and shall not constitute a contractual
commitment on the part of San Francisco to furnish more water than the Supply Assurance to the
Wholesale Customers or a concession by San Francisco that the provisions of this subsection violate
any rights of the Wholesale Customers.




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     D. Notwithstanding the reservation of claims contained in Sections 3.02.C and 8.07, it shall
be the responsibility of each Wholesale Customer to limit its purchases of water from San Francisco
so as to remain within its Individual Supply Guarantee. San Francisco shall not be liable to any
Wholesale Customer or be obligated to supply more water to any Wholesale Customer individually or
to the Wholesale Customers collectively than the amount to which it or they are otherwise entitled
under this Agreement due to the use by any Wholesale Customer of more water than the amount to
which it is entitled under this Agreement.



     E. San Francisco shall install such new connections between the Regional Water System and the
distribution system of any Wholesale Customer that are necessary to deliver the quantities of water
to which the Wholesale Customer is entitled under this Agreement. San Francisco shall have the
right to determine the location of such connections, in light of the need to maintain the
structural integrity of the Regional Water System and, where applicable, the need to limit peaking
directly off of Regional Water System pipelines by a Wholesale Customer’s individual retail
customers, the need to ensure that a Wholesale Customer’s individual retail customers have access
to alternative sources of water in the event of a reduction in San Francisco’s ability to provide
them with water, and other factors which may affect the desirability or undesirability of a
particular location. San Francisco’s decisions regarding the location of new connections and the
location, size and type of any new meters shall not be reviewable by a court except for an abuse of
discretion or failure to provide a Wholesale Customer with connections and meters adequate to
deliver the quantity of water to which it is entitled under this Agreement.



3.03 Wholesale Customer Service Areas 




     A. Each of the Individual Water Sales Contracts described in Section 9.01 will contain, as an
exhibit, a map of the Wholesale Customer’s service area. A Wholesale Customer may not deliver water
furnished to it by San Francisco outside the boundary of its service area without the prior written
consent of San Francisco, except for deliveries to another Wholesale Customer on an emergency and
temporary basis pursuant to Section 3.07.B.



     B. If a Wholesale Customer wishes to expand its service area, it shall request San Francisco’s
consent to the expansion and provide information reasonably requested by San Francisco about the
amount of water projected to be purchased from San Francisco to meet demand within the area
proposed to be added to the service area.



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     C. San Francisco may refuse a Wholesale Customer’s request to expand its service area on any
reasonable basis. If San Francisco denies a request by a Wholesale Customer to expand its service
area, or fails to act on the request for six months after it has been submitted, the Wholesale
Customer may challenge San Francisco’s denial or delay in court. Such a challenge may be based on
the Wholesale Customers’ claim, reserved in Section 8.07, that San Francisco is obligated under
federal or state law to furnish water, included within its Individual Supply Guarantee, to it for
delivery outside its then-existing service area and that it is entitled to enlarge its service area
to supply water to such customers. San Francisco reserves the right to contest any such claim on
any applicable ground. This subsection does not apply to San Jose and Santa Clara, whose maximum
service areas are fixed pursuant to Section 9.06.



     D. This section will not prevent San Francisco and any Wholesale Customer, other than San Jose
and Santa Clara, from agreeing in an Individual Water Sales Contract or an amendment thereto that:




	 	•	 	the Wholesale Customer may expand its
service area without subsequent San Francisco approval to a
definitive size but no larger, or
	 
	 	•	 	the Wholesale Customer will not expand its
service area beyond its present limits without San Francisco approval




and waiving the provisions of this section with respect to any additional expansion.




     E. If two or more Wholesale Customers agree to adjust the boundaries of their respective
service areas so that one assumes an obligation to serve customers in an area that was previously
within the service area of another Wholesale Customer, they may also correspondingly adjust their
respective Individual Supply Guarantees. Such adjustments are not subject to the requirements of
Section 3.04 and shall require only the consent of San Francisco and the Wholesale Customers
involved, so long as the Supply Assurance and the Individual Supply Guarantees of other Wholesale
Customers are not affected. Service area boundary adjustments that would result in the expansion of
any California Water Service Company service areas are subject to the requirements of Section
9.02.D. Any adjustment of service area boundaries that would result in the supply of water in
violation of this Agreement or the Act shall be void.



     F. San Francisco acknowledges that it has heretofore consented in writing to deliveries of
water by individual Wholesale Customers outside their service area boundaries and



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agrees that nothing in this Agreement is intended to affect such prior authorizations, which remain
in full force and effect according to their terms. Such authorizations shall be identified in the
Individual Water Sales Contracts.



3.04 Permanent Transfers of Individual Supply Guarantees 




     A. A Wholesale Customer that has an Individual Supply Guarantee may transfer a portion of it
to one or more other Wholesale Customers, as provided in this section.



     B. Transfers of a portion of an Individual Supply Guarantee must be permanent. The minimum
quantity that may be transferred is 1/10th of a MGD.



     C. Transfers of portions of Individual Supply Guarantees are subject to approval by the SFPUC.
SFPUC review is limited to determining (1) whether a proposed transfer complies with the Act, and
(2) whether the affected facilities in the Regional Water System have sufficient capacity to
accommodate delivery of the increased amount of water to the proposed transferee.



     D. The participants in a proposed transfer shall provide notice to the SFPUC specifying the
amount of the Individual Supply Guarantee proposed to be transferred, the proposed effective date
of the transfer, which shall not be less than 60 days after the notice is submitted to the SFPUC,
and the Individual Supply Guarantees of both participants resulting from the transfer. The SFPUC
may require additional information reasonably necessary to evaluate the operational impacts of the
transfer. The SFPUC will not unreasonably withhold or delay its approval; if the SFPUC does not act
on the notice within 60 days, the transfer will be deemed to have been approved.



     E. Within 30 days after the transfer has become effective, both the transferor and the
transferee will provide notice to the SFPUC and BAWSCA. By September 30 of each year during the
Term, the SFPUC and BAWSCA will prepare an updated Attachment C to reflect transfers occurring
during the immediately preceding fiscal year.



     F. Amounts transferred will remain subject to pro rata reduction under the circumstances
described in Section 3.02.C and according to the formula set forth in Attachment D.



3.05 Restrictions on Resale 




     Each Wholesale Customer agrees that it will not sell any water purchased from San Francisco to
a private party for resale by such private party to others in violation of the Act.



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     Each Wholesale Customer also agrees that it will not sell water purchased from San Francisco
to another Wholesale Customer without prior written approval of the SFPUC, except on a temporary
and emergency basis as permitted in Section 3.07.B.2. The SFPUC agrees that it will not
unreasonably withhold its consent to a request by a Wholesale Customer to deliver water to another
Wholesale Customer for resale.



3.06 Conservation; Use of Local Sources; Water Management Charge 




     A. In order to support the continuation and expansion of water conservation programs, water
recycling, and development of alternative supplies within the Wholesale Customers’ service areas,
the SFPUC will, if requested by BAWSCA, include the Water Management Charge in water bills sent to
Wholesale Customers. The SFPUC will deliver all Water Management Charge revenue to BAWSCA monthly
and shall deliver an annual accounting of Water Management Charge revenue to BAWSCA within 90 days
after the end of each fiscal year. The SFPUC’s obligations to collect and deliver Water Management
Charge revenue to BAWSCA under this subsection are conditioned on BAWSCA’s delivery to the SFPUC of
an annual report describing the projects and programs on which Water Management Charge funds
received from the SFPUC during the previous fiscal year were expended and an estimate of the amount
of water savings attributable to conservation programs and of the yield of alternative supplies
developed. This report will be due within 180 days after the end of each fiscal year during which
Water Management Charge funds were received.



     B. The SFPUC will work together with BAWSCA to explore ways to support water conservation
programs, recycling projects, and conjunctive use alternatives outside the Wholesale Service Area,
in particular projects and programs that have the potential to increase both flows in the lower
Tuolumne River (downstream of New Don Pedro Reservoir) and water deliveries to the Regional Water
System.



     C. Each Wholesale Customer shall take all actions within its legal authority related to water
conservation that are necessary to insure that the SFPUC (a) remains eligible for (i) state and
federal grants and (ii) access to the Drought Water Bank operated by the California Department of
Water Resources, as well as other Drought-related water purchase or transfer programs, and (b)
complies with future legal requirements imposed on the Regional Water System by the federal
government, the State, or any other third party as conditions for receiving funding or water
supply.



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     D. San Francisco and each Wholesale Customer agree that they will diligently apply their best
efforts to use both surface water and groundwater sources located within their respective service
areas and available recycled water to the maximum feasible extent, taking into account the
environmental impacts, the public health effects and the effects on supply reliability of such use,
as well as the cost of developing such sources.



3.07 Restrictions on Purchases of Water from Others; Minimum Annual Purchases 




     A. Each Wholesale Customer (except for Alameda County Water District and the cities
of Milpitas, Mountain View and Sunnyvale) agrees that it will not contract for, purchase or
receive, with or without compensation, directly or indirectly, from any person, corporation,
governmental agency or other entity, any water for delivery or use within its service area without
the prior written consent of San Francisco.



     B. The prohibition in subsection A does not apply to:



          1. recycled water;




          2. water necessary on an emergency and temporary basis, provided that the Wholesale Customer
promptly gives San Francisco notice of the nature of the emergency, the amount of water that has
been or is to be purchased, and the expected duration of the emergency; or




          3. water in excess of a Wholesale Customer’s Individual Supply Guarantee.




     C. Alameda County Water District and the cities of Milpitas, Mountain View and Sunnyvale may
purchase water from sources other than San Francisco, provided that San Francisco shall require
that each purchase a minimum annual quantity of water from San Francisco. These minimum quantities
are set out in Attachment E and shall also be included in the Individual Water Sales Contracts
between San Francisco and each of these four Wholesale Customers. The minimum purchase requirement
in these Individual Water Sales Contracts will be waived during a Drought or other period of water
shortage if the water San Francisco makes available to these Wholesale Customers is less than its
minimum purchase quantity.



3.08 Water Quality




     A. San Francisco shall deliver treated water to Wholesale Customers (except Coastside County
Water District, which receives untreated water from Crystal Springs and Pilarcitos Reservoirs) that
complies with primary maximum contaminant level and treatment



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technique standards at the regulatory entry points designated in the San Francisco Regional Water
System Domestic Water Supply Permit (currently Permit No. 02-04-04P3810001) issued by the
California Department of Public Health (CDPH).



     B. San Francisco will provide notice to the Wholesale Customers in accordance with the Water
Quality Notification and Communications Plan (current version dated January 2006), attached hereto
as Attachment G. San Francisco will regularly update its plan in consultation with the Wholesale
Customers and the CDPH. The next update will be completed one year after the Effective Date and
include expanded coverage of secondary maximum contaminant level exceedances and water quality
communication triggers. The plan will note that the Wholesale Customers will receive the same
notification no later than the San Francisco water system (currently Permit No. 02-04-01P3810011)
except for distribution-related issues.



     C. San Francisco and the Wholesale Customers will establish a Water Quality Committee. The
Water Quality Committee will meet at least quarterly to collaboratively address water quality
issues, such as Water Quality Notification and Communications Plan updates, regulatory issues, and
water quality planning studies/ applied research. San Francisco and each Wholesale Customer will
designate a representative to serve on the committee. There will be a Chair and Vice Chair position
for the Water Quality Committee. The Chair and Vice Chair positions will be held by San Francisco
and the Wholesale Customers and rotate between them on an annual basis.



3.09 Completion of WSIP 




     San Francisco will complete construction of the physical facilities in the WSIP by December
31, 2015. The SFPUC agrees to provide for full public review and comment by local and state
interests of any proposed changes that delay previously adopted project completion dates or that
delete projects. The SFPUC shall meet and consult with BAWSCA before proposing to the Commission
any changes in the scope of WSIP projects which reduce their capacity or ability to achieve adopted
levels of service goals. The SFPUC retains discretion to determine whether to approve the physical
facilities in the WSIP until after it completes the CEQA process as set forth in Section 4.07.



3.10 Regional Water System Repair, Maintenance and Operation 




     A. San Francisco will keep the Regional Water System in good working order and repair
consistent with prudent utility practice.



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     B. San Francisco will submit reports to its Retail and Wholesale Customers on the “State of
the Regional Water System,” including reports on completed and planned maintenance, repair or
replacement projects or programs, by September of every even-numbered year, with reports to start
in September 2010.



     C. San Francisco will cooperate with any audit of the SFPUC’s asset management practices that
may be initiated and financed by BAWSCA or the Wholesale Customers. BAWSCA may contract with third
parties to conduct the audits. San Francisco will consider the findings and recommendations of such
audits and will provide a written response indicating agreement with the recommendations, or
disagreement with particular recommendations and the reasons why, within 90 calendar days after
receipt.



     D. San Francisco will continue to operate its reservoirs in a manner that assigns higher
priority to the delivery of water to the Bay Area and the environment than to the generation of
electric power. The SFPUC, as the Regional Water System operator, is solely responsible for making
day-to-day operational decisions.



3.11 Shortages 




     A. Localized Water Reductions. Notwithstanding San Francisco’s obligations to deliver
the Supply Assurance to the Wholesale Customers collectively and the Individual Supply Guarantees
to Wholesale Customers individually, San Francisco may reduce the amount of water available or
interrupt water deliveries to specific geographical areas within the Regional Water System service
area to the extent that such reductions are necessary due to Emergencies, or in order to install,
repair, rehabilitate, replace, investigate or inspect equipment in, or perform other maintenance
work on, the Regional Water System. Such reductions or interruptions may be imposed by San
Francisco without corresponding reductions or interruptions in the amount of water available to
SFPUC water users outside the specific geographical area where reductions or interruptions are
necessary, if the system’s ability to supply water outside the specific geographical area has not
been impaired. In the event of such a reduction or interruption, San Francisco will restore the
supply of water to the specific geographical area as soon as is possible. Except in cases of
Emergencies (during which oral notice shall be sufficient), San Francisco will give the affected
Wholesale Customer(s) reasonable written notice of such localized reductions or interruptions, the
reasons therefor, and the probable duration thereof.



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     B. System-Wide Shortages and SFPUC Response to Regional Emergencies.
Following a major system emergency event, the SFPUC will work closely with its Wholesale Customers
to monitor customer demand, including the demand source. In the event that any individual Wholesale
Service Area or Retail Service Area customer’s uncontrolled distribution system leaks could result
in major water waste and endanger the supply provided by the Regional Water System as a whole, flow
through some customer connections may need to be temporarily reduced or terminated. SFPUC will work
closely with customers to assess the nature of the demand (e.g. fire-fighting versus leakage), so
that public health and safety protection can be given top priority.



          1. All emergencies that require use of non-potable source water will require use of chlorine,
or other suitable disinfectant, if feasible.




          2. San Francisco will use its best efforts to meet the seismic reliability and delivery
reliability level of service goals adopted by the Commission in conjunction with the WSIP. San
Francisco will distribute water on an equitable basis throughout the Regional Water System service
area following a regional Emergency, subject to physical limitations caused by damage to the
Regional Water System.




          3. San Francisco’s response to Emergencies will be guided by the then-current version of the
ERRP. The SFPUC shall periodically review, and the Commission may amend, the ERRP to ensure that it
remains an up-to-date and effective management tool.




          4. The SFPUC will give the Wholesale Customers notice of any proposal to amend the ERRP in a
manner that would affect them. The notice will be delivered at least thirty days in advance of the
date on which the proposal is to be considered by the Commission and will be accompanied by the
text of the proposed amendment.




     C. Shortages Caused by Drought; Acquisition of Dry Year Supplies.
Notwithstanding San Francisco’s obligations to deliver the Supply Assurance to the Wholesale
Customers collectively and the Individual Supply Guarantees to Wholesale Customers individually,
San Francisco may reduce the amount of water available to the Wholesale Customers in response to
Drought.



          1. The Tier 1 Shortage Plan (Attachment H) will continue to be used to allocate water from the
Regional Water System between Retail and Wholesale Customers during system-wide shortages of 20% or
less.




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          2. San Francisco and the Wholesale Customers may negotiate in good faith revisions to the Tier
1 Shortage Plan to adjust for and accommodate anticipated changes due to demand hardening in the
SFPUC’s Wholesale and Retail Service Areas. Until agreement is reached, the current Tier 1 Shortage
Plan will remain in effect.




          3. The SFPUC will honor allocations of water among the Wholesale
Customers (“Tier 2 Allocations”) provided by BAWSCA or if unanimously agreed to by all Wholesale
Customers. If BAWSCA or all Wholesale Customers do not provide the SFPUC with Tier 2 Allocations,
then the SFPUC may make a final allocation decision after first meeting and discussing allocations
with BAWSCA and the Wholesale Customers. For Regional Water System shortages in excess of 20%, San
Francisco shall (a) follow the Tier 1 Shortage Plan allocations up to the 20% reduction, (b) meet
and discuss how to implement incremental reductions above 20% with the Wholesale Customers, and (c)
make a final determination of allocations above the 20% reduction. After the SFPUC has made the
final allocation decision, the Wholesale Customers shall be free to challenge the allocation on any
applicable legal or equitable basis.




          4. San Francisco will use its best efforts to identify potential sources of dry year water
supplies and establish the contractual and other means to access and deliver those supplies in
sufficient quantity to meet a goal of not more than 20 percent
 system-wide shortage in any year of
the design drought.




          5. San Francisco will cooperate with BAWSCA to improve water supply reliability. As an example
of such cooperation, San Francisco may invite a representative of BAWSCA to attend and participate
in meetings with third parties for development of dry year water supplies. If San Francisco does
not invite a BAWSCA representative to attend a specific scheduled meeting, it will promptly (within
30 days of any such meeting) provide BAWSCA with a written or oral report on the meeting, including
any decisions reached at it, as well as information about planned subsequent meetings. Progress in
securing dry year water supplies will be reported to the SFPUC and the BAWSCA board of directors
during the first quarter of each calendar year.




3.12 Wheeling of Water from Outside SFPUC System 




     Subject to the Wheeling Statute, the SFPUC will not deny use of Regional Water System unused
capacity for wheeling when such capacity is available for wheeling purposes during



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periods when the SFPUC has declared a water shortage emergency under Water Code Section 350 if the
following conditions are met:



     A. The transferor pays reasonable charges incurred by the SFPUC as a result of the wheeling,
including capital, operation, maintenance, administrative and replacement costs (as such are
defined in the Wheeling Statute).



     B. Wheeled water that is stored in the Regional Water System spills first.



     C. Wheeled water will not unreasonably: (1) impact fish and wildlife resources in Regional
Water System reservoirs; (2) diminish the quality of water delivered for consumptive uses; or (3)
increase the risk of exotic species impairing Regional Water System operations. The transferor may
at its own expense provide for treatment to mitigate these effects.



     D. Priority will be given to wheeling by Wholesale Customers or BAWSCA over arrangements for
third-party public entities.



3.13 Limits on New Customers 




     A. New Wholesale Customers Prior to December 31, 2018. Until December 31, 2018, San
Francisco will not enter into contracts to supply water to any entity other than a Wholesale
Customer (whether permanent or temporary, firm or interruptible) unless:



          1. It completes any necessary environmental review under CEQA of the proposed new wholesale
water service obligations as provided in Section 4.07;




          2. It concurrently completes any necessary environmental review
under
CEQA as provided in Section 4.07 and commits to make both San Jose and Santa Clara permanent
customers with Individual Supply Guarantees equal to at least 9 MGD; and




          3. This Agreement is amended to incorporate any commitments to proposed new wholesale
customers and to San Jose and Santa Clara, and to address the effects, if any, of the new
customer(s) on water supply reliability, water quality and cost to existing customers of the
Regional Water System.




     B. New Wholesale Customers After December 31, 2018. As of January 1, 2019, San
Francisco will not enter into contracts to supply water to any entity other than a Wholesale
Customer (whether permanent or temporary, firm or interruptible) unless:



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          1. It completes any necessary environmental review under CEQA of the proposed new wholesale
water service obligations as provided in Section 4.07;




          2. It concurrently completes any necessary environmental review
under
CEQA as provided in Section 4.07 and commits to make both San Jose and Santa Clara permanent
customers with Individual Supply Guarantees equal to at least 9 MGD;




          3. Doing so increases the reliability of the Regional Water
System; and




          4. This Agreement is concurrently amended (a) to reflect that increased reliability by means
of an increased commitment by San Francisco to deliver water during Droughts and (b) to address the
effects, if any, of the new customer(s) on water supply, water quality and cost to existing
customers of the Regional Water System.




     C. New Retail Customers. San Francisco may enter into new retail water service
obligations outside of the City and County of San Francisco:



          1. Only in Alameda, San Mateo, Santa Clara, San Joaquin and
Tuolumne
Counties;




          2. That are within or immediately adjacent to areas in which it currently serves other Retail
Customers; and




          3. Until the aggregate additional demand represented by the new retail customers reaches 0.5
MGD.




     The limitations on serving new Retail Customers described in this subsection do not apply to
historical obligations to supply water that may be contained in prior agreements between the SFPUC
or its predecessor the Spring Valley Water Company, and individual users or property owners located
adjacent to Regional Water System transmission pipelines.



     D. Water Exchanges and Cost Sharing Agreements with Other Water Suppliers. Subject to
completion of necessary environmental review under CEQA, San Francisco may at any time enter into
water exchanges or cost sharing agreements with other water suppliers to enhance dry year or normal
year water deliveries, provided that San Francisco cannot incur new water service obligations to
such other water suppliers unless the requirements for taking on new wholesale customers in
subsections A and B above are met.



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3.14 Measurement of Water 




     A. The parties recognize that continuous and accurate measurement of water deliveries to and
from the Regional Water System and maintenance of complete and accurate records of those
measurements is necessary (1) for the costs of the Regional Water System to be allocated in
accordance with this Agreement, (2) for implementation of other provisions of this Agreement, and
(3) for effective operation and maintenance of a water system serving a large urbanized region.



     B. It is the responsibility of the SFPUC to obtain and record these measurements. To do so,
the SFPUC shall install, maintain and operate measuring and recording equipment at the following
locations: (1) inputs to the Regional Water System from all water sources (“System Input Meters”),
(2) internal flow meters to support operation of the Regional
Water System (“In-Line Meters”), (3)
deliveries to the City at the San Francisco-San Mateo County line (“County-Line Meters”) and to
three reservoirs in San Francisco (“In-City Terminal Reservoir Meters”), (4) deliveries to SFPUC
Retail Customers located outside the boundaries of the City, and (5) deliveries to the Wholesale
Customers, as described and illustrated in Attachment J.



     C. The SFPUC shall inspect, test, service, and calibrate the measuring and recording equipment
installed at the locations described in subsection B and will repair or replace them when
necessary, in order to ensure that their accuracy is consistent with specifications provided in
Attachment J.



     D. The SFPUC shall continue to contract with a qualified independent metering consultant to
perform periodic inspection, testing, servicing and calibration of the County-Line Meters, the
In-City Terminal Reservoir Meters, and the System Input and In-Line Meters described in Attachment
J, as well as the portion of the SFPUC’s Supervisory Control and Data Acquisition (SCADA) system
that utilizes the flow signals produced by that measuring and recording equipment. The method,
schedule and frequency for calibration and maintenance of the County-Line Meters and the In-City
Terminal Reservoir Meters are specified in Attachment J. The SFPUC shall provide copies of the
metering consultant’s reports to
BAWSCA.



     E. System Input Meters measure water deliveries into the Regional Water System from sources
such as Hetch Hetchy and the SFPUC’s water treatment plants. System Input Meters also measure
deliveries from the Regional Water System to outside sources or from



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such sources to the Regional Water System through interties with the Santa Clara Valley Water
District and the East Bay Municipal Utility District. In-Line Meters measure internal system flows
and are located on the Bay Division Pipelines and other main transmission pipelines. These meters
are collectively referred to as the “System Input and In-line Meters.” Similar to the County-Line
Meters, the System Input and In-Line Meters have secondary metering equipment, such as differential
pressure transmitters and flow recorders. The System Input and In-Line Meters, and all associated
secondary metering equipment, shall be calibrated and maintained according to the method, schedule,
and frequency specified in the Procedures Manual described in subsection G, below.



     F. The locations of the smaller and more numerous meters described in subsection B (4) and (5)
are not illustrated in Attachment J; however, they are also critical in the determination of cost
allocations, and accordingly require continued maintenance and calibration. It is the
responsibility of the SFPUC to maintain the accuracy of these meters and their secondary metering
equipment.



     G. The SFPUC will prepare a Procedures Manual which will describe in detail the procedures for
periodic inspection, testing, servicing and calibration of the measuring and recording equipment
described in subsection B. Once the Procedures Manual is completed, the SFPUC and BAWSCA may agree
that it should supersede some or all of the requirements in Attachment J regarding the County-Line
and the In-City Terminal Reservoir Meters. Unless and until such an agreement is reached and
documented, however, the requirements in Attachment J, Section D will continue in force as minimum
standards for meter maintenance and calibration of the County-Line and In-City Terminal Reservoir
Meters (subject to modification under the circumstances described in Attachment J, Section A.4).



     H. If BAWSCA and the SFPUC are unable to agree on the water use calculations required by
Attachment J for a particular year, the Wholesale Customers may file a demand for arbitration
challenging the SFPUC’s determination of the Wholesale Revenue Requirement for that year on the
basis of its reliance on disputed water use calculations. Such a challenge must be brought in the
manner and within the time specified in Section 8.01.



3.15 New Sources of Water Supply to Maintain Supply Assurance 




     A. Urgent Reductions of Existing Surface Water Supplies. Sudden and unanticipated
events may require San Francisco to act promptly to protect the health, safety and



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economic well-being of its Retail and Wholesale Customers. Such sudden events include, but are not
limited to drought, earthquakes, terrorist acts, catastrophic failures of facilities owned and
operated by San Francisco, and other natural or man-made events. If such events diminish San
Francisco’s ability to maintain the Supply Assurance, San Francisco may increase the Wholesale
Revenue Requirement to pay for planning, evaluation and implementation of replacement sources of
supply when such needs arise and without the prior approval of the Wholesale Customers. San
Francisco will keep the Wholesale Customers informed of actions being taken under this subsection,
progress made, and contingency actions the Wholesale Customers may need to consider taking. To the
extent appropriate and applicable, San
Francisco will act in accordance with Section 3.11 and the ERRP. Nothing in this subsection limits
San Francisco’s obligations under Section 3.11 to pursue additional sources of supply to augment
supplies available during drought.



     B. Non-Urgent Reductions of Existing Surface Water Supplies. Climate change,
regulatory actions and other events may impact San Francisco’s ability to maintain the Supply
Assurance from its existing surface water supplies, but on timescales long enough to permit San
Francisco to collaborate with its Wholesale Customers on how best to address possible impacts to
water supply. If such events diminish San Francisco’s ability to maintain the Supply Assurance, San
Francisco may increase the Wholesale Revenue Requirement to pay for planning, evaluation and
implementation of replacement sources of supply when such needs arise and without the prior
approval of the Wholesale Customers. San Francisco will keep the Wholesale Customers informed of
actions being taken under this subsection, progress made, and contingency actions the Wholesale
Customers may need to consider taking. San Francisco will solicit input and recommendations from
BAWSCA and the Wholesale Customers, and take those recommendations into consideration. Prior to
Commission approval of plans or taking other actions that would impact the Wholesale Revenue
Requirement, San Francisco will hold a public hearing to receive written and oral comments. Nothing
in this subsection modifies San Francisco’s obligation to maintain the ability to provide the
Supply Assurance under this Agreement.



3.16 New Sources of Water Supply to Increase Supply Assurance 




     A. Surface Water Supplies From Existing Watersheds After 2018. The
Commission action in SFPUC Resolution Number 08-0200, adopted October 30, 2008 requires certain
decisions by San Francisco regarding whether to supply more than 265 MGD from its



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watersheds following 2018. Such decisions are to be made by December 31, 2018, subject to the
exercise of San Francisco’s retained CEQA discretion in Section 4.07. San Francisco’s future
decisions may include an offer to increase the Supply Assurance at the request of some or all of
its Wholesale Customers. Costs associated with providing additional water from its existing water
supplies in San Mateo, Santa Clara, Alameda, Tuolumne, and Stanislaus Counties shall be allocated
to Wholesale and Retail Customers as described in Article 5.



     B. New Water Supplies. If San Francisco seeks to develop additional water supplies
from new sources to increase the Supply Assurance available to Wholesale Customers, studies and
resulting water supply projects will be conducted jointly with BAWSCA under separate agreement(s)
specifying the purpose of the projects, the anticipated regional benefits and how costs of studies
and implementation will be allocated and charged. Nothing in this Agreement shall serve as
precedent for the allocation of such new supply capital costs between Retail and Wholesale
Customers or associated operational expenses, which shall only occur following approval of both
parties and amendment of this Agreement, if necessary, under Section 2.03.



3.17 Westside Basin Conjunctive Use Program 




     Subject to completion of necessary CEQA review as provided in Section 4.07, the SFPUC may
enter into an agreement with the cities of Daly City and San Bruno and the California Water Service
Company, South San Francisco Service Area (“Participating Pumpers”) governing the operation of the
South Westside Basin Conjunctive Use Program (“Program”), a WSIP Project. The Program would produce
Regional benefits for all customers of the Regional Water System by making use of available
groundwater storage capacity in the Southern portion of the Westside Basin through the supply of
additional surface water (“In Lieu Water”) to the Participating Pumpers from the Regional Water
System, in exchange for a corresponding reduction in groundwater pumping at existing wells owned by
the Participating Pumpers. The new groundwater supply that would accrue to storage as a result of
delivery of In Lieu Water would then be recovered from the SFPUC basin storage account during water
shortages using new SFPUC Regional Program wells operated by the Participating Pumpers and the
SFPUC. Program annual operations and maintenance expenses and water supplies are expected to be
allocated as follows:




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     A. All In Lieu Water delivered to the Participating Pumpers shall be (1) temporary and
interruptible in nature and (2) at the sole discretion of the SFPUC based on the total volume of
water available to the Regional Water System.



     B. All In Lieu Water delivered to the Participating Pumpers shall be considered a delivery of
water to storage and shall not be construed to affect or increase the Individual Supply Guarantees
of these wholesale customers or to otherwise entitle them to any claim of water in excess of their
Individual Supply Guarantees or their Interim Supply Allocations. Furthermore, Environmental
Enhancement Surcharges authorized under Section 4.04 will not be applied by the SFPUC to any
quantity of In Lieu Water that is delivered to the Participating Pumpers, but will instead be based
solely on Participating Pumper water deliveries in excess of their respective Interim Supply
Allocations.



     C. Any operation and maintenance expenses incurred by the Participating Pumpers and the SFPUC
that are related to the operation of Regional Program wells and related assets shall be included as
Regional pumping expenses under Section 5.05.B and included as part of the Wholesale Revenue
Requirement. For rate setting purposes, estimated Regional Program operation and maintenance
expenses shall be used as set forth in Section 6.01. Operation and maintenance expenses associated
with the Participating Pumpers’ existing wells that do not provide Regional benefits shall not be
included in the Wholesale Revenue Requirement. On a case-by-case basis, the SFPUC may include
Participating Pumper existing well operation and maintenance expenses in the Wholesale Revenue
Requirement provided that such expenses (1) are solely attributable to Regional Program operations
and (2) are not caused by the Participating Pumper’s failure to operate and maintain its existing
wells in a reasonable and prudent manner consistent with water utility industry standards.



     D. The SFPUC will audit operation and maintenance expenses submitted by the Participating
Pumpers for reimbursement to confirm that such costs were incurred as a result of operating
Regional Program wells and related assets. Costs associated with the use of Program facilities for
Direct Retail or Direct Wholesale purposes, or that do not otherwise provide Regional benefits,
shall not be included in the Wholesale Revenue Requirement. The SFPUC is responsible for resolving
disputes with the Participating Pumpers concerning expense allocations. Program expense
documentation, including documentation of negotiation and settlement of disputed costs, will be
available for review during the Compliance Audit described



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in Section 7.04. The Wholesale Customers may dispute the SFPUC’s resolution of expense allocations
through the arbitration provisions in Section 8.01 of this Agreement.



     E. The SFPUC may direct the Participating Pumpers to recover water from the SFPUC basin
storage account for any type of shortage referenced in Section 3.11. Water recovered from the SFPUC
basin storage account using Regional Program wells may be used for (1) the benefit of all Regional
Water System customers; (2) Retail Customers; or (3) one or more of the Participating Pumpers. The
Wholesale Revenue Requirement shall only include operation and maintenance expenses incurred due to
the operation of Program wells for Regional benefits.



     F. All water recovered from the SFPUC basin storage account by the Participating Pumpers and
by the SFPUC for delivery to Retail Customers during Shortages caused by Drought shall be used to
free up a comparable volume of surface water from the Regional Water System for allocation in
accordance with the Tier 1 Shortage Plan.



     G. If the Program is terminated for any reason, including breach of the Program agreement by
the Participating Pumpers or SFPUC, or due to regulatory action or legal action, then



          1. Any water remaining SFPUC Regional storage account shall be used for the benefit of all
customers of the Regional Water System;



          2. Outstanding eligible operation and maintenance expenses, including costs incurred during
recovery of remaining stored water, will be allocated as provided in this section; and



          3. The Wholesale Customers will be credited with their share of proceeds from disposition of
Program facilities or reimbursed their share of such capital costs for any Program facilities which
are retained by the SFPUC for Direct Retail benefit and not used for the benefit of the Wholesale
Customers, on the basis of (a) original cost less depreciation and outstanding related Indebtedness
or (b) original cost less accumulated depreciation for revenue funded Regional Program facilities.



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Article 4. Implementation of Interim Supply Limitation.




4.01 Interim Supply Limitation Imposed by SFPUC




     In adopting the WSIP in Res. No. 08-0200, the Commission included full implementation of all
proposed WSIP capital improvement projects to achieve level of service goals relating to public
health, seismic safety, and delivery reliability, but decided to adopt a water supply element that
includes the Interim Supply Limitation. This article describes how the parties will implement the
Interim Supply Limitation imposed by the SFPUC between the Effective Date and December 31, 2018.



4.02 Retail and Wholesale Customer Allocations Under Interim Supply Limitation




     The Interim Supply Limitation is allocated as follows between Retail and Wholesale Customers:



	 	 	 
	Retail Customers’ allocation:

	 	  81 MGD
	Wholesale Customers’ allocation:

	 	184 MGD






     The Wholesale Customers’ collective allocation of 184 MGD under the Interim Supply Limitation
includes the demand of the cities of San Jose and Santa Clara, whose demand is not included in the
Supply Assurance, as provided in Section 3.02.B. By December 31st, 2010, the Commission will
establish each Wholesale Customer’s Interim Supply Allocation at a public meeting.



4.03 Transfers of Interim Supply Allocations




     A. Any Wholesale Customer, including Hayward, may transfer a portion of its Interim Supply
Allocation to one or more other Wholesale Customers, as provided in this section. All Wholesale
Customers are also eligible transferees, including California Water Service Company up to its
Individual Supply Guarantee.



     B. Transfers of a portion of an Interim Supply Allocation must be prospective. The duration of
a transfer cannot be less than the balance of the fiscal year. The minimum quantity that may be
transferred is 1/10th of a MGD.



     C. Transfers of portions of Interim Supply Allocations are subject to approval by the SFPUC.
SFPUC review is limited to determining (1) whether a proposed transfer complies with



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the Act, and (2) whether the affected facilities in the Regional Water System have sufficient
capacity to accommodate delivery of the increased amount of water to the proposed transferee.



     D. The participants in a proposed transfer shall provide notice to the SFPUC specifying the
amount of the Interim Supply Allocation proposed to be transferred and the proposed effective date
of the transfer, which shall not be less than 60 days after the notice is submitted to the SFPUC.
The SFPUC may require additional information reasonably necessary to evaluate the operational
impacts of the transfer. The SFPUC will not unreasonably withhold or delay its approval; if the
SFPUC does not act on the notice within 60 days, the transfer will be deemed to have been approved.



     E. Within 30 days after the transfer has become effective, both the transferor and the
transferee will provide written notice to the SFPUC and BAWSCA.



     F. Transfers of Interim Supply Allocations shall continue in effect until the earlier of (1)
delivery of written notice to the SFPUC by the transfer participants that the transfer has been
rescinded or (2) December 31, 2018.



4.04 Environmental Enhancement Surcharge




     A. Establishment
of Environmental Enhancement Surcharge. Beginning with wholesale water rates
for fiscal year 2011-2012, and continuing for the duration of the Interim Supply Limitation, the
Commission will establish the Environmental Enhancement Surcharge concurrently with the
budget-coordinated rate process set forth in Article 6 of this Agreement. The monetary amount of
the Environmental Enhancement Surcharge per volume of water, such as dollars per acre-foot, will be
equivalent for Retail Customer use in excess of 81 MGD and Wholesale Customer use in excess of 184
MGD. The Environmental Enhancement Surcharge will be simple to calculate so that Wholesale
Customers can estimate potential surcharges for budgeting purposes and establish retail rates
within their service areas.



     B. Application of Environmental Enhancement Surcharge. Beginning in fiscal year 2011-12, the
Environmental Enhancement Surcharge will be levied only if and when combined Retail Customer and
Wholesale Customer purchases exceed the Interim Supply Limitation of 265 MGD and if the fund
described in subsection D below has been established by the San Francisco Board of Supervisors. In
that event, the Environmental Enhancement Surcharge will apply to Retail Customers for use in
excess of 81 MGD and to individual



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Wholesale Customers for use in excess of their Interim Supply Allocations established by the
Commission pursuant to Section 4.02.



          1. Environmental Enhancement Surcharges related to the Retail Customers’ use in excess of
their 81 MGD Retail Customer Allocation will be paid by the SFPUC, and no portion of such
surcharges may be allocated to Wholesale Customers. The method of recovering the Environmental
Enhancement Surcharges imposed upon Retail Customers shall be within the sole discretion of the
SFPUC.



          2. Environmental Enhancement Surcharges related to the
individual
Wholesale Customers’ use in excess of their respective Interim Supply Allocations will be paid to
the SFPUC by individual Wholesale Customers.



     C. Collection of Environmental Enhancement Surcharge. Notwithstanding the budget-coordinated
rate setting process contemplated in Article 6 of this Agreement, the Environmental Enhancement
Surcharge for any given year will be determined retrospectively based on actual annual usage during
the fiscal year in excess of the Interim Supply Allocation and paid in equal monthly installments
over the remainder of the immediately following fiscal year.



     D. Establishment of Fund for Environmental Enhancement Surcharge Proceeds. Environmental
Enhancement Surcharges paid by the SFPUC and by Wholesale Customers will be placed into a
restricted reserve fund. The SFPUC will request the San Francisco Board of Supervisors to establish
this fund by ordinance and, if adopted, the fund will be subject to the following restrictions:



          1. Interest earnings will stay in the reserve fund.



          2. The reserve fund shall (a) be subject to automatic appropriation; (b) require unexpended
and unencumbered fund balances to be carried forward from year to year; and (c) not be transferred
to the San Francisco General Fund.



          3. The reserve fund may be used only for specific environmental restoration and enhancement
measures for the Sierra and local watersheds, such as those included in the Watershed Environmental
Improvement Program.



          4. Environmental Enhancement Surcharge proceeds shall be expended in an expeditious manner.
Any Environmental Enhancement Surcharge proceeds that remain in



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the reserve fund as of December 31, 2018 shall be used to complete projects previously approved
under subsection E. Upon completion of the identified projects, the balance of any unexpended sums
in the reserve fund shall be distributed to BAWSCA and the SFPUC in proportion to the total amount
of surcharges assessed to the Wholesale and Retail Customers, respectively.



     E. Use of Environmental Enhancement Surcharge Proceeds. Specific uses of Environmental
Enhancement Surcharges will be decided by the SFPUC and BAWSCA General Managers following input
from environmental stakeholders and other interested members of the public. If parties are unable
to agree, then they will jointly select a third person to participate in making the decision.



4.05 San Jose/ Santa Clara Interim Supply Allocation and Process for Reduction/ Termination.



     San Francisco will supply a combined annual average of 9 MGD to the cities of San Jose and
Santa Clara through 2018. Water supplied by San Francisco may only be used in the existing defined
service areas in the northern portions of San Jose and Santa Clara shown on Attachment Q. San
Francisco may reduce the quantity of water specified in this section when it establishes the
Interim Supply Allocations for Wholesale Customers in Section 4.02. The establishment of Interim
Supply Allocations for San Jose and Santa Clara shall not be considered a reduction of supply
within the meaning of this section, provided that the Interim Supply Allocations assigned to San
Jose and Santa Clara do not effect a reduction greater than the aggregate average reduction in
Individual Supply Guarantees for Wholesale Customers that have such guarantees. The application of
Interim Supply Allocations to San Jose and Santa Clara is subject to the following provisions:



     A. In December 2010 and in each December thereafter through 2017, the SFPUC shall prepare and
the Commission shall consider, at a regularly scheduled public meeting, a Water Supply Development
Report detailing progress made toward meeting the Interim Supply Limitation by June 30, 2018.



     B. The annual Water Supply Development Report shall be based on water purchase projections and
work plans for achieving the Interim Supply Limitation in the Retail and Wholesale Service Areas.
The projections and work plans will be prepared by the SFPUC for



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the Retail Customers and by BAWSCA for the Wholesale Customers, respectively, and submitted to
the Commission in June of each year beginning in 2010.



     C. If the Commission finds that the projections in the Water Supply Development Report show
that the Interim Supply Limitation will not be met by June 30, 2018, as a result of Wholesale
Customers’ projected use exceeding 184 MGD, the Commission may issue a conditional five-year notice
of interruption or reduction in supply of water to San Jose and Santa Clara.



     D. Upon issuance of the conditional notice of interruption or reduction, the SFPUC will
prepare a new analysis of water supply that will be utilized by the San Francisco Planning
Department in its preparation of any necessary documentation under CEQA pursuant to Section 4.07 on
the impacts of interrupting or reducing service to San Jose and Santa Clara.



     E. Such notice of interruption or reduction will be rescinded if the Commission finds, based
upon a subsequent annual Water Supply Development Report, that sufficient progress has been made
toward meeting the Interim Supply Limitation or projections show that the Interim Supply Limitation
will be met by June 30, 2018.



     F. In no case shall any interruption or reduction of service to San Jose or Santa Clara
pursuant to this section become effective less than two years from the completion of the CEQA
process (not including resolution of any appeals or litigation) or five years from the notice,
whichever is longer. If the five-year notice is issued after 2013, such interruption or reduction
would occur after 2018.



     G. If deliveries to San Jose and Santa Clara are interrupted, existing turnout facilities to
San Jose and Santa Clara will remain in place for possible use during emergencies.



     H. San Francisco and the cities of San Jose and Santa Clara will cooperate with BAWSCA and the
Santa Clara Valley Water District in the identification and implementation of additional water
sources and conservation measures for the cities’ service areas that are relevant to the water
supply and the possible offer of permanent status for the two cities by the SFPUC.



4.06 San Francisco Decisions in 2018 Regarding Future Water Supply




     A. By December 31, 2018, San Francisco will have completed any necessary CEQA review pursuant
to Section 4.07 that is relevant to making San Jose and Santa Clara



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permanent customers of the Regional Water System and will decide whether or not to make San Jose
and Santa Clara permanent customers of the Regional Water System. San Francisco will make San Jose
and Santa Clara permanent customers only if, and to the extent that, San Francisco determines that
Regional Water System long term water supplies are available. In the event that San Francisco
decides to afford permanent status to San Jose and Santa Clara, this Agreement will be amended
pursuant to Section 2.03.



     B. By December 31, 2018, San Francisco will have completed any necessary CEQA review pursuant
to Section 4.07 and will decide how much water if any, in excess of the Supply Assurance it will
supply to Wholesale Customers from the Regional Water System to meet their projected future water
demands until the year 2030, and whether to offer a corresponding increase in the Supply Assurance
as a result of its determination.



4.07 Retained Discretion of SFPUC and Wholesale Customers




     A. This Agreement contemplates discretionary actions that the SFPUC and the Wholesale
Customers may choose to take in the future that could result in physical changes to the environment
(“Discretionary Actions”). The Discretionary Actions include decisions to:



          1. Develop additional or alternate water resources by the SFPUC or one or more Wholesale
Customers;



          2. Implement the physical facilities comprising the WSIP by
December 31, 2015;



          3. Approve wheeling proposals by Wholesale Customers;



          4. Approve new wholesale customers and water exchange or cost sharing agreements with other
water suppliers;



          5. Provide additional water to San Jose and/or Santa Clara;



          6. Offer permanent status to San Jose and/or Santa Clara;



          7. Reduce or terminate supply to San Jose and/or Santa Clara;



          8. Provide additional water to Wholesale Customers in excess of
the Supply
Assurance to meet their projected future water demands; and



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          9. Offer a corresponding volumetric increase in the Supply
Assurance.



     The Discretionary Actions may require the SFPUC or Wholesale Customers to prepare
environmental documents in accordance with CEQA prior to the SFPUC or the Wholesale Customers
determining whether to proceed with any of the Discretionary Actions. Accordingly, and
notwithstanding any provision of this Agreement to the contrary, nothing in this Agreement commits
the SFPUC or the Wholesale Customers to approve or carry out any Discretionary Actions that are
subject to CEQA. Furthermore, the SFPUC’s or Wholesale Customers’ decisions to approve any of these
Discretionary Actions are subject to the requirement that San Francisco and each Wholesale
Customer, as either a “Lead Agency” (as defined in Section 21067 of CEQA and Section 15367 of the
CEQA Guidelines) or a “Responsible Agency” (as defined in Section 21069 of CEQA and Section 15381
of the CEQA Guidelines) shall have completed any CEQA-required environmental review prior to
approving a proposed Discretionary Action.



     B. In considering any proposed Discretionary Actions, the SFPUC and Wholesale Customers retain
absolute discretion to: (1) make such modifications to any of the proposed Discretionary Actions as
may be necessary to mitigate significant environmental impacts; (2) select feasible alternatives to
the proposed Discretionary Actions that avoid significant adverse impacts; (3) require the
implementation of specific measures to mitigate the significant adverse environmental impacts as
part of the decision to approve the Discretionary Actions; (4) balance the benefits of the proposed
Discretionary Actions against any significant environmental impacts before taking final actions to
approve the proposed Discretionary Actions if such significant impacts cannot otherwise be avoided;
or (5) determine not to proceed with the proposed Discretionary Actions.



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Article 5. Wholesale Revenue Requirement




5.01 Scope of Agreement




     This Article shall be applicable only to the water rates charged by San Francisco to the
Wholesale Customers. Nothing contained in this Agreement shall limit, constrain, or in any way
affect the rates which San Francisco may charge for water sold to Retail Customers or the
methodology by which such rates are determined.



5.02 General Principles




     This Article sets forth the method by which the Wholesale Customers’ collective share of
expenses incurred by the SFPUC in delivering water to them will be determined. This collective
share is defined as the “Wholesale Revenue Requirement.”



     A. The SFPUC currently operates several enterprises, including the Water Enterprise, the
Wastewater Enterprise, and the Hetch Hetchy Enterprise.



     B. The Wastewater Enterprise is responsible for treating sewage within San Francisco and
provides no benefit to the Wholesale Customers.



     C. The Hetch Hetchy Enterprise is responsible for storing and transmitting water to the Water
Enterprise, generating hydroelectric power and transmitting it to San Francisco, generating
electric power within San Francisco, and distributing electricity and steam heat within San
Francisco. Its water supply operations provide benefits to the Wholesale Customers.



     D. The Water Enterprise delivers water to both Retail Customers, which are located both within
and outside San Francisco, and to the Wholesale Customers, all of which are located outside San
Francisco.



     E. This Article implements two general principles as follows: (1) the Wholesale Customers
should not pay for expenses of SFPUC operations from which they receive no benefit and (2) the
Wholesale Customers should pay their share of expenses incurred by the SFPUC in delivering water to
them on the basis of Proportional Annual Use unless otherwise explicitly provided in this
Agreement.



     F. To implement these general principles, the Wholesale Revenue Requirement will consist of,
and be limited to, the Wholesale Customers’ shares of the following categories of expense:



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          1. Capital cost recovery of Water Enterprise Existing Assets,
and Hetch
Hetchy Enterprise Existing Assets classified as Water-Only and the Water-Related portion of Joint
assets (Section 5.03)



          2. Contribution to the capital cost of Water Enterprise New
Regional Assets
(Section 5.04)



          3. Water Enterprise operation and maintenance expenses, including power purchased from the
Hetch Hetchy Enterprise that is used in the operation of the Water Enterprise (Section 5.05)



          4. Water Enterprise administrative and general expenses (Section
5.06)



          5. Water Enterprise property taxes (Section 5.07)



          6. The Water Enterprise’s share of the Hetch Hetchy Enterprise’s operation and maintenance,
administrative and general, and property tax expenses (Section 5.08)



          7. The Water Enterprise’s share of the Hetch Hetchy Enterprise’s capital cost of New Assets
classified as Water-Only and the Water-Related portion of Joint assets (Section 5.09)



     In each of these cost categories, Direct Retail Expenses will be allocated entirely to Retail
Customers. Direct Wholesale Expenses will be allocated entirely to the Wholesale Customers.
Regional Expenses will be allocated between Retail Customers and Wholesale Customers as provided in
this Article.



     G. For purposes of establishing the rates to be charged Wholesale Customers, expenses will be
based on the budget for, and estimates of water purchases in, the following fiscal year, as
provided in Article 6. For purposes of accounting, the Wholesale Revenue Requirement will be
determined on the basis of actual expenses incurred and actual water use, as provided in Article 7.



     H. In addition, rates charged to Wholesale Customers may include the Wholesale Customers’
contribution to a Wholesale Revenue Coverage Reserve, as provided in Section 6.06, which is not
included in the Wholesale Revenue Requirement itself.



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5.03 Capital Cost Recovery — Existing Regional Assets




     A. SFPUC has previously advanced funds to acquire or construct Existing Assets used and useful
in the delivery of water to both Wholesale Customers and Retail Customers. The parties estimate
that the Wholesale Customers’ share of the net book value of these assets, as of the expiration of
the 1984 Agreement on June 30, 2009, will be approximately $366,734,424, as shown on Attachment
K-1.



     B. In addition, SFPUC has also previously advanced funds received from Retail Customer
revenues to acquire or construct assets included in Construction-Work-In-Progress (CWIP) as of June
30, 2009. The parties estimate that the Wholesale Customers’ share of the book value of these
revenue funded capital expenditures, as of the expiration of the 1984 Agreement on June 30, 2009,
will be approximately $15,594,990, as shown on Attachment K-2. The Wholesale Customers shall pay
their share of the cost of Existing Assets and revenue-funded CWIP by amortizing the amounts shown
on Attachment K-1 and Attachment K-2 over 25 years at an interest rate of 5.13 percent. The amounts
to be included in the Wholesale
Revenue Requirement pursuant to this section shall be the sum of the annual principal and interest
amounts shown on Attachments K-3 (for Water Enterprise Regional Assets and the one Direct Wholesale
Asset) and K-4 (for Hetch Hetchy Enterprise Water-Only Assets and the Water-Related portion [45
percent] of Joint assets) calculated on the basis of monthly amortization of principal as set forth
on Attachments K-3 and K-4.



     C. In addition, the Commission has previously appropriated funds, advanced through rates
charged to Retail Customers, for construction of capital projects. Some of these projects are
active, and have unexpended balances of appropriated funds that are not included in CWIP as of June
30, 2009. These projects, and the associated balances, are shown on Attachment K-5. Expenditures of
funds from these balances during FY 2009-10, FY 2010-11 and FY 2011-12 will be reviewed in FY
2012-13. The SFPUC will prepare a report showing the amount expended in each year on each project
and the total expended during all years on all projects that are categorized as Regional or, in the
case of Hetch Hetchy Enterprise, are categorized as either Water-Only or Joint. The wholesale share
of that total will be determined using the allocation principles in this Agreement based on
Proportional Water Use during those three years. The result, plus accrued interest at the rate
specified in Section 6.05.B, will be calculated by the SFPUC and its calculation reviewed by the
Compliance Auditor as part of the Compliance Audit for FY 2012-13. The audited total will be paid
based on a schedule of level annual principal and interest amounts over ten years at an interest
rate of 4.00%, calculated on



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a monthly amortization basis. All or any portion of the balance may be prepaid. The first year’s
payment will be included in the Wholesale Revenue Requirement for FY 2014-15.



     D. The parties agree that the Wholesale Customers’ share of the net book values of Existing
Regional Assets as of June 30, 2008 as shown on Attachment K-1 are accurate. The compliance audit
conducted on the calculation of the FY 2008-09 Suburban Revenue Requirement required by the 1984
Agreement will determine the actual amounts of depreciation on, and capital additions to, plant in
service during that fiscal year. Those amounts will be compared to the corresponding estimates
shown on Attachments K-1 and K-2. The differences will be added to or subtracted from the estimated
asset values shown on Attachments K-1 and K-2 and the amortization schedules in Attachments K-3 and
K-4 will be recalculated. The wholesale allocation factors shall be fixed at 70.1% for the Water
Enterprise Existing Assets and 64.2% for Hetch Hetchy Enterprise Existing Assets for both the
preliminary and final payment schedules. The SFPUC will prepare and provide to the Wholesale
Customers revised
Attachments K-1 through K-4 based on the Wholesale Customers’ share of the net book value of the
assets placed in service as of June 30, 2009 used to provide water service to the Wholesale
Customers and the net book value of revenue-funded CWIP expended as of June 30, 2009. The revised
Attachments K-1 through K-4 shall be approved by the General Manager of the SFPUC and the General
Manager/CEO of BAWSCA and will be substituted for the original Attachments K-1 through K-4.



     E. The original Attachments K-1 through K-4, based on estimates, shall be used for estimating
the Wholesale Revenue Requirement for the fiscal year beginning July 1, 2009. The revised
Attachments, based on audited actuals, shall be used to determine the actual Wholesale Revenue
Requirement for FY 2009-10 and to determine the Wholesale Revenue Requirement(s) in all subsequent
years, except as may be provided elsewhere in this Agreement.



     F. The Wholesale Customers, acting through BAWSCA, may prepay the remaining unpaid Existing
Assets principal balance, in whole or in part, at any time without penalty or early payment
premium. Any prepayments will be applied in the month immediately following the month in which the
prepayment is made and the revised monthly amount(s) will be used to calculate the Wholesale
Revenue Requirement. Any partial prepayments must be in an amount at least equal to $10 million. In
the event of a partial prepayment, an updated schedule for the remaining payments shall be prepared
reflecting the unpaid balance after prepayment,



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amortized through the end of FY 2034, calculated as provided in this section. The updated schedule,
approved by the General Manager of the SFPUC and the General Manager/CEO of BAWSCA, will be
substituted for Attachment K-3 and/or Attachment
K-4.



5.04 Capital Cost Contribution — New Regional Assets




     A. Debt-Funded Capital Additions. The Wholesale Customers shall pay the wholesale share of Net
Annual Debt Service for New Regional Assets. The Regional projects in the WSIP are identified in
Attachment L-1.



          1. The amount of Net Annual Debt Service for New Regional Assets will be determined for each
series of Indebtedness issued. Until the proceeds of a particular series are Substantially
Expended, the amount attributable to specific projects will be based on the expected use of
proceeds shown in the “Certificate Regarding Use of Proceeds” executed by the SFPUC General Manager
on behalf of the Commission in connection with the sale of the Indebtedness, provided such
certificate identifies the use of proceeds at a level of detail equivalent to that shown on
Attachment L-2, which is a copy of the certificate prepared for the 2006 Revenue Bonds, Series A.
If a certificate does not identify the use of proceeds at that level of detail, the SFPUC General
Manager shall prepare and execute a separate certificate which does identify the use of proceeds at
the level of detail shown on Attachment L-2 and deliver it to BAWSCA within 15 days from the
closing of the sale of the Indebtedness.



          2. After the proceeds of a series are Substantially Expended,
the SFPUC
General Manager will prepare and execute a certificate showing the actual expenditure of proceeds
at a level of detail equivalent to the initial General Manager certificate. The resulting
allocation of Net Debt Service to New Regional Assets for a series of bonds will be used in the
fiscal year in which the proceeds have been Substantially Expended and thereafter. Differences
between the amount of Net Debt Service paid by Wholesale Customers prior to that year and the
amount of Net Debt Service that they should have paid during that time based on the actual
expenditure of proceeds will be taken into account in calculation of the balancing account for the
fiscal year in which the proceeds were Substantially Expended. The application of the remaining
proceeds shall be proportionate to the allocation of the Net Debt Service to New Regional Assets.



          3. The Wholesale Customers’ share of Net Annual Debt Service for
the New
Regional Assets that are categorized as Direct Wholesale will be 100 percent. (None of the



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projects in the WSIP are categorized as Direct Wholesale.) The Wholesale Customers’ share of Net
Annual Debt Service for all other New Regional Assets will be determined each year and will be
equal to the Wholesale Customers’ Proportional Annual Use.



          4. If Indebtedness is issued by the SFPUC to refund the 2006
Revenue
Bonds, Series A or to refund any other long-term Indebtedness issued after July 1, 2009, the Net
Annual Debt Service attributable to proceeds used for refunding will be allocated on the same basis
as the Indebtedness being refunded.



          5. The SFPUC will prepare an annual report showing for each
issue of
Indebtedness and through the most recently completed fiscal year: (1) net financing proceeds
available to pay project costs, (2) actual earnings on proceeds, (3) actual expenditures by
project. The report shall be substantially in the form of Attachment L-3 and shall be delivered to
BAWSCA on or before November 30 of each year, commencing November 2009.



          6. In addition to Net Debt Service, Wholesale Customers will pay a proportionate share of
annual administrative costs associated with Indebtedness, such as bond trustee fees, credit rating
agency fees, letter of credit issuer fees, San Francisco Revenue Bond Oversight Committee fees,
etc., but only to the extent such fees are neither paid from proceeds of Indebtedness nor included
in SFPUC operation and maintenance or administrative and general expenses.



     B. Revenue-Funded Capital Additions. The Wholesale Customers shall pay the wholesale share of
the appropriation contained in the SFPUC annual budget for each year to be used to acquire or
construct New Regional Assets. If such appropriations are reimbursed from proceeds of Indebtedness,
the Wholesale Customers will be credited for prior payments made under this Section 5.04.B.



     The Wholesale Customers’ share of the annual appropriation for revenue-funded New Regional
Assets that are categorized as Direct Wholesale will be 100 percent. (None of the Repair and
Replacement projects in the SFPUC’s most recent capital improvement program updated on February 10,
2009, is categorized as Direct Wholesale.) The Wholesale Customers’ share of the annual
appropriation for all other revenue-funded New Regional Assets will be determined each year and
will be equal to the Wholesale Customers’ Proportional Annual Use in each fiscal year. The amount
appropriated in each fiscal year for the wholesale share of New



-39-









 







Regional Assets shall be contributed to the Wholesale Capital Fund described in Section 6.08 and
reported on and administered as shown in that section and Attachments M-1 through M-3.



5.05 Water Enterprise Operation and Maintenance Expenses




     There are five categories of Water Enterprise Operation and Maintenance Expenses, described
below:



     A. Source of Supply



          1. Description: This category consists of the costs of labor, supervision and engineering;
materials and supplies; and other expenses incurred in the operation and maintenance of collecting
and impounding reservoirs, dams, wells and other water supply facilities located outside San
Francisco; watershed protection; water supply planning; and the purchase of water.



          2. Allocation: Direct Retail expenses, including water supply planning for Retail operations
(such as City Retail water conservation programs), will be assigned to the Retail Customers.
Regional expenses will be allocated between Retail Customers and Wholesale Customers on the basis
of Proportional Annual Use. Direct Wholesale expenses will be assigned to the Wholesale Customers.
(As of the Effective Date there are no Direct
Wholesale expenses in the Source of Supply category.)



     B. Pumping



          1. Description: This category consists of the costs of labor, supervision and engineering;
materials and supplies; and other expenses incurred in the operation and maintenance of water
pumping plants, ancillary structures and equipment and surrounding grounds; and fuel and power
purchased for pumping water.



          2. Allocation: Direct Retail expenses will be assigned to the Retail Customers. Regional
expenses will be allocated between Retail Customers and Wholesale Customers on the basis of
Proportional Annual Use. Direct Wholesale expenses will be assigned to the Wholesale Customers. (As
of the Effective Date there are no Direct Wholesale expenses in the Pumping category.)



     C. Treatment



          1. Description: This category consists of the costs of labor, supervision and engineering;
materials and supplies and other expenses incurred in the operation and



-40-









 







maintenance of water treatment plants and drinking water quality sampling and testing. The cost of
water quality testing will not include expenses incurred on behalf of the Wastewater Enterprise.
Any remaining costs, after adjusting for the Wastewater Enterprise, will be reduced by the amount
of revenue received for laboratory analyses of any type performed for agencies, businesses and/or
individuals other than the Water and Hetch Hetchy Enterprises.



          2. Allocation: Direct Retail expenses will be assigned to the Retail Customers. Regional
expenses will be allocated between Retail Customers and Wholesale Customers on the basis of
Proportional Annual Use. Direct Wholesale expenses will be assigned to the Wholesale Customers. (As
of the Effective Date there are no Direct Wholesale expenses in the Treatment category.)



     D. Transmission and Distribution



          1. Description: This category consists of the cost of labor, supervision and engineering;
materials and supplies; and other expenses incurred in the operation and maintenance of
transmission and distribution pipelines, appurtenances, meters (other than those expenses payable
by individual Wholesale Customers pursuant to Section 5.10.C.3), distribution reservoirs storing
treated water, craft shops and auto shops servicing vehicles used for operation and maintenance of
the Regional Water System rather than for Direct Retail facilities, and miscellaneous facilities
related to the transmission and distribution of water.



          2. Allocation: Direct Retail Transmission and Distribution expenses will be assigned to the
Retail Customers. Regional Transmission and Distribution expenses will be allocated between Retail
and Wholesale Customers on the basis of Proportional Annual Use. Expenses incurred for the
operation and maintenance of three terminal reservoirs, i.e., Sunset Reservoir (North and South
Basins), University Mound Reservoir (North and South Basins), and Merced Manor Reservoir, as well
as transmission pipelines delivering water to them, are classified as Regional expenses
notwithstanding the location of the reservoirs within San Francisco. Direct Wholesale expenses will
be assigned to the Wholesale Customers. (As of the Effective Date the only Direct Wholesale
expenses in the Transmission and Distribution category are associated with the Palo Alto pipeline.)



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     E. Customer Services



          1. Description: This category consists of labor; materials and supplies; and other expenses
incurred for meter reading, customer record keeping, and billing and collection for the Water
Enterprise.



          2. Allocation: Customer Services expenses will be allocated among the Water Enterprise, the
Wastewater Enterprise, and Hetch Hetchy Enterprise in proportion to the time spent by employees in
Customer Services for each operating department/enterprise. The Water Enterprise’s share of
Customer Services expense will be allocated 98 percent to the Retail Customers and two percent to
the Wholesale Customers, as illustrated on Attachment N-2, Schedule 1.



5.06 Water Enterprise Administrative and General Expenses




     Administrative and General expenses consist of the Water Enterprise’s share of the cost of
general government distributed through the full-cost Countywide Cost Allocation Plan, the services
of SFPUC support bureaus, Water Enterprise administrative and general expenses that cannot be
directly assigned to a specific operating and maintenance category, and the cost of the Compliance
Audit. These four subcategories, and the method by which costs in each are to be calculated and
allocated, are as follows:



     A. Countywide Cost Allocation Plan



          1. Description: This subcategory consists of the Water Enterprise’s share of the costs of San
Francisco general government and other City central service departments which are not directly
billed to the Water Enterprise or other operating departments. All San Francisco operating
departments are assigned a prorated share of these costs through the full-cost Countywide Cost
Allocation Plan (COWCAP) prepared annually by the San Francisco Controller.



          2. Allocation: The Water Enterprise’s assigned share of central government costs as shown in
the annual full-cost COWCAP prepared by the San Francisco Controller, will be allocated between
Retail Customers and Wholesale Customers on the basis of the composite percentage of the allocated
expenses in the five categories of operation and maintenance expense described in Section 5.05. The
composite wholesale percentage shown on Attachment N-2, Schedule 1 is 42.07 percent, derived by
dividing the wholesale share of



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Operation and Maintenance expenses ($46,573,883) by total Operation and Maintenance expenses
($110,700,133).



     B. Services of SFPUC Bureaus



          1. Description: This subcategory consists of the support services provided to the Water
Enterprise by the SFPUC Bureaus, which presently consist of the General Manager’s Office, Business
Services, External Affairs, and Infrastructure Bureau. Business Services presently includes
Financial Services, Information Technology Services, Human Resource Services, Fleet Management, and
Customer Services.



          2. Allocation: There are three steps involved in determining the Wholesale Customers’ share of
SFPUC Bureau costs.



               a. Step One: Bureau expenses which have either been recovered separately or which provide no
benefit to Wholesale Customers will be excluded. Examples of Bureau expenses recovered separately
include (1) Customer Services expenses, which are recovered as provided in Section 5.05.E, and (2)
Infrastructure expenses, which are assigned to individual projects and capitalized. An example of a
Bureau expense that provides no benefit to Wholesale Customers is Information Technology Services
expenses for support of the San Francisco Municipal Railway. In addition, the SFPUC will continue
its practice of assigning City Attorney Office expenses charged to the General Manager’s Office for
projects or lawsuits that relate to only one enterprise directly to that enterprise. For example,
costs related to a lawsuit involving the Wastewater Enterprise will not be assigned to the Water
Enterprise.



               b. Step Two: Bureau expenses adjusted as provided in Step One will be allocated among the
Water Enterprise, the Wastewater Enterprise and the Hetch Hetchy Enterprise on the basis of the
actual salaries of employees in each enterprise or department, as illustrated on Attachment N-2,
Schedule 7.



               c. Step Three: The amount allocated to the Water Enterprise through Step Two will be allocated
between Retail Customers and Wholesale Customers on the basis of Proportional Annual Use.



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     C. Water Enterprise Administrative and General



          1. Description: This category includes expenses incurred by the Water Enterprise that are not
readily assignable to specific operating divisions. This category includes the following expenses:



               a. Water Administration: This includes the costs of labor and other expenses of the
administrative section of the Water Enterprise, supervision and engineering expenses, professional
services, travel and training, equipment purchases, and materials and supplies not directly
assignable to a specific operating unit.



               b. Services Provided by Other City Departments: This includes charges of other San Francisco
departments directly billed to the Water Enterprise administration by other San Francisco
departments for services ordered by the Water Enterprise, such as legal services, risk management,
telecommunications, employee relations, purchasing, mail services, and workers compensation claims
paid.



               c. Litigation and Claims Paid: This includes charges incurred for attorney services and claims
and judgments paid in litigation arising from the operation of the Water Enterprise.



          2. Allocation: In each of these three subcategories, expenses that benefit only Retail
Customers will be excluded. For example, the cost of claims and judgments resulting from a break in
or leak from pipelines or reservoirs in the Retail Service Area (with the exception of the three
terminal reservoirs and pipelines delivering water to them) will be assigned to the Retail
Customers. Remaining Water Enterprise Administrative and General expenses will be allocated between
Retail Customers and Wholesale Customers on the basis of the composite percentage of allocated
operation and maintenance expense categories described in Section 5.05.



     D. Compliance Audit. The cost of the Compliance Audit described in Section 7.04 will be
assigned 50 percent to the Retail Customers and 50 percent to the Wholesale Customers.



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5.07 Water Enterprise Property Taxes




     A. Description: This category consists of property taxes levied against property owned by San
Francisco located in Alameda, San Mateo and Santa Clara counties and used and managed by the SFPUC.



     B. Allocation: All property taxes paid, net of (1) reimbursements received from lessees and
permit holders, and (2) refunds from the taxing authority, are Regional expenses. Net property
taxes will be allocated between Retail Customers and Wholesale Customers on the basis of
Proportional Annual Use.



5.08 Hetch Hetchy Enterprise Expenses




     A. Introduction. There are two steps involved in determining the amount of the Wholesale
Customers’ share of Hetch Hetchy Enterprise expenses.



          1. The first step is to determine the Water Enterprise’s share
of Hetch
Hetchy Enterprise operation expenses, maintenance expenses, administrative and general expenses,
and property taxes.



          2. The second step is to determine the Wholesale Customers’ share of expenses allocable to the
Water Enterprise.



     B. Determination of the Water-Related Portion of Hetch Hetchy Enterprise Expenses



          1. Operation and Maintenance Expenses: This category consists of the cost of labor, materials
and supplies, and other expenses incurred in operating and maintaining Hetch Hetchy Enterprise
physical facilities.



               a. Description: Expenses associated exclusively with the production and distribution of
hydroelectric power (e.g., generating plants and power transmission lines and towers, transformers
and associated electric equipment, purchased power, wheeling charges, rental of power lines, etc.)
are categorized as Power-Only and are allocated to power.
Expenses associated exclusively with the operation and maintenance of facilities that serve only
the water function (e.g., water transmission pipelines and aqueducts, activities related to
compliance with federal and state drinking water quality laws, etc.) are categorized as Water-Only
and are allocated entirely to water. Expenses associated with the operation and maintenance of
facilities that serve both the water and power functions (e.g., dams, security



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programs, etc.) are categorized as Joint and are reallocated as 55 percent Power-Related and 45
percent Water-Related.



          2. Administrative and General Expenses: There are three subcategories of Hetch Hetchy
Enterprise Administrative and General expenses.



               a. Full-Cost Countywide Cost Allocation Plan: This subcategory consists of the cost of San
Francisco general government and other City central service departments which are not directly
billed to operating departments but allocated through the full-cost Countywide Cost Allocation Plan
described in Section 5.06.A. Costs in this subcategory are classified as Joint, and are reallocated
as 55 percent Power-Related and 45 percent Water-Related.



               b. SFPUC Bureau Costs: This subcategory consists of the expenses described in
Section 5.06.B.
One hundred percent of Customer Services expenses allocated to the Hetch Hetchy Enterprise are
categorized as Power-Only. The remaining amount of Bureau expenses allocated to the Hetch Hetchy
Enterprise pursuant to Section 5.06.B will be reallocated between power and water in proportion to
the salaries of Hetch Hetchy Enterprise employees assigned to each function as shown on Attachment
N-2, Schedule 7.1.



               c. Other Administrative and General: This subcategory includes payments to the United States
required by the Act, labor, supervision and engineering and other costs not readily assignable to a
specific operation or maintenance function or program. Costs related to power administration (such
as long range planning and policy analysis for energy development, administration of power
contracts, and administration of work orders to City departments for energy services) are
Power-Only costs. Costs related to water administration (such as legal and professional services
for the protection of the City’s water rights) are Water-Only costs and will be assigned to the
Water Enterprise. Costs related to both power administration and water administration (such as
general administration, office rents, office materials and supplies, and services of other City
departments benefitting to both power and water are Joint administrative and general costs and are
reallocated as 55 percent Power-Related and 45 percent Water-Related.



          3. Property Taxes. This category consists of property taxes levied against property owned by
San Francisco in Tuolumne, Stanislaus, San Joaquin, and Alameda counties and operated and managed
by the Hetch Hetchy Enterprise.



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     Allocation: Property taxes are classified as Joint costs. They will be reallocated as 55
percent Power-Related and 45 percent Water-Related.



     C. Calculation of Wholesale Customers’ Share of Hetch Hetchy Enterprise Expenses. The Water
Enterprise’s share of Hetch Hetchy Enterprise expenses consist of 100 percent of Water-Only
expenses and the Water-Related portion (45%) of Joint expenses.



     The Wholesale Customers’ share of the sum of the Water Enterprise’s share of Hetch Hetchy
Enterprise expenses determined under subsection B shall be calculated by multiplying that dollar
amount by Adjusted Proportional Annual Use.



5.09 Hetch Hetchy Enterprise Capital Costs




     A. Introduction. Wholesale Customers are also allocated a share of Hetch Hetchy Enterprise
capital costs.



     B. Components of Capital Costs. The components of Hetch Hetchy Enterprise capital costs are as
follows:



          1. Existing Assets Cost Recovery. The Wholesale Customers’ repayment of their share of Hetch
Hetchy Existing Assets (Water-Only and the Water-Related portion [45 percent] of Joint assets) is
shown on Attachment K-4 accompanying Section 5.03.



          2. Debt Service on New Assets. The Water Enterprise will be assigned 100 percent of Net Annual
Debt Service attributable to acquisition and construction of New Hetch Hetchy Enterprise assets
that are Water-Only and the Water-Related portion (45 percent) of Net Annual Debt Service on New
Hetch Hetchy Enterprise Joint assets. The provisions of Section 5.04.A apply to debt service on New
Hetch Hetchy Enterprise assets.



          3. Revenue-Funded Capital Additions. The Water Enterprise will be assigned 100 percent of
capital expenditures from revenues for New Hetch Hetchy Enterprise assets that are Water-Only and
the Water-Related portion (45 percent) of such expenditures for new Hetch Hetchy Enterprise Joint
assets. The provisions of Section 5.04.B apply to the payment of New revenue-funded Hetch Hetchy
Enterprise assets.



     C. Calculation of Wholesale Customers’ Share of Hetch Hetchy Enterprise Capital Costs. The
Wholesale Customers’ share of the Net Annual Debt Service and revenue funded capital expenditures
determined under subsections B.2 and 3 shall be calculated by multiplying that dollar amount by
Adjusted Proportional Annual Use.



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5.10 Additional Agreements Related to Financial Issues




     A. Wholesale Customers Not Entitled to Certain Revenues. The Wholesale Customers have no
entitlement to any of the following sources of revenue to the SFPUC.



          1. Revenues from leases or sales of SFPUC real property.



          2. Revenues from the other utility services such as the sale of electric power, natural gas
and steam.



          3. Revenues from the sale of water to customers and entities
other than the
Wholesale Customers.



          4. Revenues earned from the investment of SFPUC funds other than funds contributed by the
Wholesale Customers to the Wholesale Revenue Coverage Reserve described in Section 6.06 or the
Wholesale Capital Fund described in Section 6.08. Wholesale Customers are also entitled to the
benefit of earnings on proceeds of Indebtedness (through expenditure on New Regional Assets and /or
application to Debt Service) and to interest on the Balancing Account as provided in Section
6.05.B.



          5. Revenues not related to the sale of water.



     B. Wholesale Customers Not Charged with Certain Expenses. The Wholesale Customers will not be
charged with any of the following expenses:



          1. Capital costs for assets constructed or acquired prior to July 1, 1984 other than Existing
Asset costs that are repaid pursuant to Section 5.03.



          2. Expenses incurred by the SFPUC for generation and distribution of electric power, including
Hetch Hetchy Enterprise Power-Only expenses and the Power-Related share of Hetch Hetchy Enterprise
Joint expenses. An exception to this is Regional energy costs incurred by the Water Enterprise, for
which Wholesale Customers are charged on the basis of Proportional Annual Use.



          3. Expenses incurred by SFPUC in providing water to Retail
Customers.



          4. Expenses associated with the SFPUC’s accruals or allocations for uncollectible Retail Water
accounts.



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          5. Attorneys’ fees and costs incurred by the Wholesale Customers that a court of competent
jurisdiction orders San Francisco to pay as part of a final, binding judgment against San Francisco
as provided in Section 8.03.B.2.



          6. Any expenses associated with funding any reserves (other than the required Wholesale
Revenue Coverage Reserve described in Section 6.06) accrued and not anticipated to be paid within
one year unless such reserve is established by mutual agreement of the SFPUC and BAWSCA.



          7. Any expenses accrued in respect to pending or threatened litigation, damage or personal
injury claims or other loss contingencies unless projected to be paid within one year. Otherwise,
such expenses will be charged to the Wholesale Customers when actually paid.



          8. Any expense associated with installing, relocating, enlarging, removing or modifying meters
and service connections at the request of an individual Wholesale Customer.



          9. The Retail Customers’ portion of any Environmental
Enhancement
Surcharges imposed to enforce the Interim Supply Limitation set forth in Section 4.04.



     C. Revenues Not Credited to Payment of Wholesale Revenue Requirement. The following payments
by Wholesale Customers, individually or collectively, are not credited as Wholesale revenues for
purposes of Section 6.05.B:



          1. Payments by individual Wholesale Customers of the
Environmental
Enhancement Surcharge imposed to enforce the Interim Supply Limitation set forth in Section 4.04.



          2. Payments of attorneys’ fees and costs incurred by San Francisco that a court of competent
jurisdiction orders the Wholesale Customers to pay as part of a final, binding judgment against the
Wholesale Customers, as provided in Section 8.03.B.3.



          3. Payments by individual Wholesale Customers for installation, relocation, enlargement,
removal or modification of meters and service connections requested by, and charged to, a Wholesale
Customer.



          4. Payments applied to the amortization of the ending balance in the balancing account under
the 1984 Agreement, pursuant to Section 6.05.A.



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          5. Payments of the Water Management Charge which are delivered
to



BAWSCA pursuant to Section 3.06.



          6. Payments directed to the Wholesale Revenue Coverage Reserve pursuant to Section 6.06.



          7. Prepayments authorized by Sections 5.03.C and 5.03.F.



     D. Other



          1. The Wholesale Customers will receive a proportional benefit from funds received by the
SFPUC from (a) governmental grants, rebates, reimbursements or other subventions, (b)
private-sector grants for Regional capital or operating purposes of the Water Enterprise and the
Water-Only and Water-related portion of Joint Hetch Hetchy Water Enterprise expenses, or (c) a
SFPUC use of taxable bonds.



          2. The Wholesale Customers will receive a proportionate benefit from recovery of damages,
including liquidated damages, by SFPUC from judgments against or settlements with contractors,
suppliers, sureties, etc., related to Regional Water System projects and the Water-Only and
Water-Related portion of Joint Hetch Hetchy Enterprise projects.



          3. The SFPUC will continue to charge Wholesale Customers for assets acquired or constructed
with proceeds of Indebtedness on which Wholesale Customers paid Debt Service during the Term of
this Agreement on the “cash” basis (as opposed to the “utility” basis) after the expiration or
earlier termination of this Agreement. The undertaking in this Section 5.10.D.3 will survive the
expiration or earlier termination of this Agreement.



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Article 6. Integration of Wholesale Revenue Requirement with SFPUC Budget Development and Rate
Adjustments




6.01 General




     A. The purpose of the allocation bases set forth in Article 5 is to determine the Wholesale
Revenue Requirement for each fiscal year. The Wholesale Revenue Requirement can only be estimated
in advance, based on projected costs and water deliveries. These projections are used to establish
water rates applicable to the Wholesale Customers.



     B. After the close of each fiscal year, the procedures described in Article 7 will be used to
determine the actual Wholesale Revenue Requirement for that year, based on actual costs incurred,
allocated according to the provisions of Article 5, and using actual water delivery data. The
amount properly allocated to the Wholesale Customers shall be compared to the amount billed to the
Wholesale Customers for the fiscal year, other than those identified in Section 5.10.C. The
difference will be entered into a balancing account to be charged to, or credited to, the Wholesale
Customers, as appropriate.



     C. The balancing account shall be managed as described in Section 6.05.



6.02 Budget Development




     The SFPUC General Manager will send a copy of the proposed SFPUC budget to BAWSCA at the same
time as it is sent to the Commission. In addition, a copy of materials submitted to the Commission
for consideration at meetings prior to the meeting at which the overall SFPUC budget is considered
(including (a) operating budgets for the Water Enterprise and the Hetch Hetchy Enterprise, (b)
budgets for SFPUC Bureaus, and (c) capital budgets for the Water Enterprise and the Hetch Hetchy
Enterprise) will also be sent to BAWSCA concurrently with their submission to the Commission.



6.03 Rate Adjustments




     A. Budget Coordinated Rate Adjustments. Adjustments to the rates applicable to the Wholesale
Customers shall be coordinated with the budget development process described in this section except
to the extent that Sections 6.03.B and 6.03.C authorize emergency rate increases and drought rate
increases, respectively.



     If the SFPUC intends to increase wholesale water rates during the ensuing fiscal year, it will
comply with the following procedures:



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          1. Adjustments to the wholesale rates will be adopted by the Commission at a regularly
scheduled meeting or at special meeting, properly noticed, called for the purpose of adjusting
rates or for taking any other action under the jurisdiction of the Commission.



          2. The SFPUC will send a written notice by mail or electronic
means to each
Wholesale Customer and to BAWSCA of the recommended adjustment at least thirty (30) days prior to
the date of the meeting at which the Commission will consider the proposed adjustment. The notice
will include the date, time and place of the Commission meeting.



          3. The SFPUC shall prepare and provide to each Wholesale Customer and to BAWSCA the following
materials: (a) a table illustrating how the increase or decrease in the Wholesale Revenue
Requirement and wholesale rates were calculated, substantially in the form of Attachment N-1, (b) a
schedule showing the projected expenses included in the Wholesale Revenue Requirement for the
fiscal year for which the rates are being proposed, and supporting materials, substantially in the
form of Attachment N-2, and (c) a schedule showing projected water sales, Wholesale Revenue
Requirements and wholesale rates for the fiscal year for which rates are being set and the
following four years, substantially in the form of Attachment N-3. These materials will be included
with the notification required by Section 6.03.A.2.



          4. Rate adjustments will be effective no sooner than thirty (30) days after adoption of the
wholesale rate by the Commission.



          5. San Francisco will use its best efforts to provide the
Wholesale
Customers with the information described above. San Francisco’s failure to comply with the
requirements set forth in this section shall not invalidate any action taken by the Commission
(including, but not limited to, any rate increase or decrease adopted). In the event of such
failure, the Wholesale Customers may either invoke arbitration, as set forth in Section 8.01, or
seek injunctive relief, to compel San Francisco to remedy the failure as soon as is reasonably
practical, and San Francisco shall be free to oppose the issuance of the requested judicial or
arbitral relief on any applicable legal or equitable basis. The existence of this right to resort
to arbitration shall not be deemed to preclude the right to seek injunctive relief.



          6. Because delays in the budget process or other events may
cause San
Francisco to defer the effective date of Wholesale Customer rate adjustments until after the
beginning of San Francisco’s fiscal year, nothing contained in this Agreement shall require San
Francisco to make any changes in the water rates charged to Wholesale Customers effective at



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the start of San Francisco’s fiscal year or at any other specific date. Nothing in the preceding
sentence shall excuse non-compliance with the provisions of Section 6.02 and this section.



     B. Emergency Rate Increases. The Commission may adjust the Wholesale Customers’ rates without
complying with the requirements of Section 6.03.A in response to an Emergency that damages the
Regional Water System and disrupts San Francisco’s ability to maintain normal deliveries of water
to Retail and Wholesale Customers. In such an Emergency, the Commission may adopt an emergency rate
surcharge applicable to Wholesale Customers without following the procedures set forth in this
section, provided that any such rate surcharge imposed by the Commission shall be applicable to
both Retail and Wholesale Customers and incorporate the same percentage increase for all customers.
Any emergency rate surcharge adopted by the Commission shall remain in effect only until the
next-budget coordinated rate-setting cycle.



     C. Drought Rates. If the Commission declares a water shortage emergency under Water Code
Section 350, implements the Tier 1 Shortage Plan (Attachment H) described in Section 3.11.C, and
imposes drought rates on Retail Customers, it may concurrently adjust wholesale rates independently
of coordination with the annual budget process. Those adjustments may be designed to encourage
water conservation and may constitute changes to the structure of the rates within the meaning of
Section 6.04. The parties agree, however, that, in adopting changes in rates in response to a
declaration of water shortage emergency, the Commission shall comply with Section 6.03.A.1 and 2
but need not comply with Section 6.04.B. Drought Rate payments and payments of excess use charges
levied in accordance with the Tier 1 Shortage Plan described in Section 3.11.C constitute Wholesale
Customer Revenue and count towards the Wholesale Revenue Requirement. The SFPUC may use these
revenues to purchase additional water for the Wholesale Customers from the State Drought Water Bank
or other willing seller.



6.04 Rate Structure




     A. This Agreement is not intended and shall not be construed to limit the
Commission’s right (a) to adjust the structure of the rate schedule applicable to the Wholesale
Customers (i.e., the relationship among the several charges set out therein) or (b) to add, delete,
or change the various charges which make up the rate schedule, provided that neither such charges
nor the structure of the rate schedule(s) applicable to the Wholesale Customers shall be arbitrary,
unreasonable, or unjustly discriminatory as among said customers. The



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SFPUC will give careful consideration to proposals for changes in the rate schedule made jointly by
the Wholesale Customers but, subject to the limitations set out above, shall retain the sole and
exclusive right to determine the structure of the rate schedule.



     B. If the SFPUC intends to recommend that the Commission adopt one or more changes to the
structure of wholesale rates (currently set forth in SFPUC Rate Schedule W-25), it shall prepare
and distribute to the Wholesale Customers and BAWSCA a report describing the proposed change(s),
the purpose(s) for which it/they are being considered, and the estimated financial effect on
individual Wholesale Customers or classes of customers. Wholesale
Customers may submit comments on the report to the SFPUC for sixty (60) days after receiving the
report. The SFPUC will consider these comments and, if it determines to recommend that the
Commission adopt the change(s), as described in the report or as modified in response to comments,
the SFPUC General Manager shall submit a report to the Commission recommending specific change(s)
in the rate structure. Copies of the General Manager’s report shall be sent to all Wholesale
Customers and BAWSCA at least thirty (30) days prior to the Commission meeting at which the changes
will be considered.



     C. The SFPUC may recommend, and the Commission may adopt, changes in the structure of
wholesale rates at any time. However, the new rate schedule implementing these changes will become
effective at the beginning of the following fiscal year.



6.05 Balancing Account




     A. Balancing Account Established Under 1984 Agreement. The amount of credit in favor of San
Francisco as of the expiration of the term of 1984 Agreement (June 30, 2009) is not known with
certainty as of preparation and execution of this Agreement. It will not be known with certainty
until the Compliance Audit for FY 2008-09 is completed and disputes, if any, that the Wholesale
Customers or the SFPUC may have with the calculation of the Suburban Revenue Requirement for that
fiscal year and for previous fiscal years have been settled or decided by arbitration.



     The parties anticipate that the amount of the credit in favor of San Francisco as of June 30,
2009 may be within the range of $15 million to $20 million.



     In order to reduce the credit balance due San Francisco under the 1984 Agreement in an orderly
manner, while avoiding unnecessary fluctuations in wholesale rates, the parties agree to implement
the following procedure.



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          1. In setting wholesale rates for FY 2009-10, SFPUC will include a balancing account repayment
of approximately $2 million.



          2. In setting wholesale rates for FY 2010-11 and following years, SFPUC will include a
balancing account repayment of not less than $2 million and not more than $5 million annually until
the full amount of the balance due, plus interest at the rate specified in Section 6.05.B, is
repaid.



          3. The actual ending balance as of June 30, 2009 will be determined, by the parties’ agreement
or arbitral ruling, after the Compliance Audit report for FY 2008-09 is delivered to BAWSCA. That
amount, once determined, will establish the principal to be amortized through subsequent years’
repayments pursuant to this Section 6.05.A.



     B. Balancing Account Under This Agreement



          1. Operation. After the close of each fiscal year, the SFPUC will compute the costs allocable
to the Wholesale Customers for that fiscal year pursuant to Article 5, based on actual costs
incurred by the SFPUC and actual amounts of water used by the Wholesale Customers and the Retail
Customers. That amount will be compared to the amounts billed to the Wholesale Customers for that
fiscal year (including any Excess Use Charges, but excluding revenues described in Section 5.10.C).
The difference will be posted to a “balancing account” as a credit to, or charge against, the
Wholesale Customers. Interest shall also be posted to the balancing account calculated by
multiplying the amount of the opening balance by the average net interest rate, certified by the
Controller as earned in the San Francisco Treasury for the previous fiscal year on the San
Francisco County Pooled Investment Account. Interest, when posted, will carry the same mathematical
sign (whether positive or negative) as carried by the opening balance. The amount posted to the
balancing account in each year shall be added to, or subtracted from, the balance in the account
from previous years. The calculation of the amount to be posted to the balancing account shall be
included in the report prepared by the SFPUC pursuant to Section 7.02.



          The opening balance for fiscal year 2009-10 shall be zero.



          2. Integration of Balancing Account with Wholesale Rate Setting Process. If the amount in the
balancing account is owed to the Wholesale Customers (a positive balance), the SFPUC shall take it
into consideration in establishing wholesale rates. However, the SFPUC need not apply the entire
amount to reduce wholesale rates for the immediately ensuing



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year. Instead, the SFPUC may prorate a positive ending balance over a period of up to three
successive years in order to avoid fluctuating decreases and increases in wholesale rates.



               a. If a positive balance is maintained for three successive years and represents
10 percent or
more of the Wholesale Revenue Requirement for the most recent fiscal year, the SFPUC shall consult
with BAWSCA as to the Wholesale Customers’ preferred application of the balance. The Wholesale
Customers shall, through BAWSCA, direct that the positive balance be applied to one or more of the
following purposes: (a) transfer to the Wholesale Revenue Coverage Reserve, (b) amortization of any
remaining negative balance from the ending balancing account under the 1984 Agreement, (c)
prepayment of the existing asset balance under Section 5.03, (d) water conservation or water supply
projects administered by or through BAWSCA, (e) immediate reduction of wholesale rates, or (f)
continued retention for future rate stabilization purposes. In the absence of a direction from
BAWSCA, the SFPUC shall continue to retain the balance for rate stabilization in subsequent years.



               b. If the amount in the balancing account is owed to the SFPUC (a negative balance), the SFPUC
shall not be obligated to apply all or any part of the negative balance in establishing wholesale
rates for the immediately ensuring year. Instead, the SFPUC may prorate the negative balance in
whole or in part over multiple years in order to avoid fluctuating increases and decreases in
wholesale rates.



6.06 Wholesale Revenue Coverage Reserve




     A. The SFPUC may include in wholesale rates for any fiscal year an additional dollar amount
(“Wholesale Revenue Coverage”), which for any fiscal year shall equal the following:



          1. The lesser of (i) 25% of the Wholesale Customers’ share of
Net Annual
Debt Service for that fiscal year determined as described in Section 5.04.A, or (ii) the amount
necessary to meet the Wholesale Customers’ proportionate share of Debt Service coverage required by
then-current Indebtedness for that fiscal year, minus



          2. A credit for (i) the actual amounts previously deposited in
the “Wholesale
Revenue Coverage Reserve” (as defined in subsection B below), (ii) accrued interest on the amounts
on deposit in the Wholesale Revenue Coverage Reserve, and (iii) an amount equal to any additional
interest that would have accrued on the actual amounts previously deposited in



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the Wholesale Revenue Coverage Reserve assuming no withdrawals had been made therefrom.



     B. During each fiscal year, the SFPUC will set aside and deposit that portion of revenue equal
to Wholesale Revenue Coverage into a separate account that the SFPUC will establish and maintain,
to be known as the “Wholesale Revenue Coverage Reserve.” Deposits into the Wholesale Revenue
Coverage Reserve shall be made no less frequently than monthly. The Wholesale Revenue Coverage
Reserve shall be credited with interest at the rate specified in Section 6.05.B. The SFPUC may use
amounts in the Wholesale Revenue Coverage Reserve for any lawful purpose. Any balance in the
Wholesale Revenue Coverage Reserve in excess of the Wholesale Revenue Coverage amount as of the end
of any fiscal year (as calculated in subsection 6.06(A) above) shall be applied as a credit against
wholesale rates in the immediately following fiscal year unless otherwise directed by BAWSCA.



     C. Within 180 days following the later of expiration of the Term or final payment of Debt
Service due on Indebtedness issued during the Term to which Wholesale Customers were contributing,
SFPUC shall rebate to the Wholesale Customers an amount equal to the Wholesale Revenue Coverage
amount in effect for the fiscal year during which the Term expires or the final payment of Debt
Service on Indebtedness is made based on each Wholesale Customer’s Proportional Annual Use in the
fiscal year during which the Term expires or the final payment of debt service on Indebtedness is
made.



     D. SFPUC shall provide a schedule of debt issuance (with assumptions), and the Wholesale
Customers’ share of Net Annual Debt Service (actual and projected) expected to be included in
wholesale rates starting in 2009-10 through the expected completion of the WSIP. The schedule is to
be updated annually prior to rate setting. If estimated Debt Service is used in rate setting, the
SFPUC must be able to demonstrate that the Water Enterprise revenues will be sufficient to meet the
additional bonds test for the proposed bonds and rate covenants for the upcoming year.



     E. Conditions in the municipal bond market may change from those prevailing in 2009. If, prior
to expiration of the Term, the SFPUC determines that it would be in the best financial interest of
both Retail Customers and Wholesale Customers of the Regional Water System for the Debt Service
coverage requirement to be increased in one or more series of proposed new Indebtedness above
1.25%, or for the coverage covenant to be strengthened in



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other ways, it will provide a written report to BAWSCA. The report will contain (1) a description
of proposed covenant(s) in the bond indenture; (2) an explanation of how savings are expected to be
achieved (e.g., increase in the SFPUC’s credit rating over the then-current level; ability to
obtain credit enhancement, etc.); (3) the estimated all-in true interest cost savings; (4) a
comparison of the Wholesale Revenue Requirements using the Debt Service coverage limitation in
subsection A and under the proposed methodology; and (5) a comparison of the respective monetary
benefits expected to be received by both Retail and Wholesale Customers. The SFPUC and BAWSCA agree
to meet and confer in good faith about the proposed changes.



     F. Any increase in Debt Service coverage proposed by the SFPUC shall be commensurate with
Proportional Water Use by Retail and Wholesale Customers. If the SFPUC demonstrates that an
increase in Debt Service coverage will result in equivalent percentage reductions in total
Wholesale and Retail Debt Service payments over the life of the proposed new Indebtedness, based on
Proportional Water Use, BAWSCA may agree to a modification of the Wholesale Revenue Coverage
requirement in subsection A. If BAWSCA does not agree to a proposed modification in coverage
requirements in the covenants for new Indebtedness, SFPUC may nevertheless proceed with the
modification and the issuance of new Indebtedness. Any Wholesale Customer, or BAWSCA, may challenge
an increase in the Wholesale Revenue Requirement resulting from the modification in Debt Service
coverage through arbitration as provided in Section 8.01.A. If the arbitrator finds that the
increase in Debt Service coverage (1) did not and will not result in equivalent percentage
reductions in total Wholesale and Retail Debt Service payments over the life of the proposed new
Indebtedness, based on Proportional Water Use, or (2) was not commensurate with Proportional Water
Use, the arbitrator may order the Wholesale Revenue Requirement to be recalculated both
retrospectively and prospectively to eliminate the differential impact to Wholesale or Retail
Customers, subject to the limitation in Section 8.01.C.



6.07 Working Capital Requirement




     A. The SFPUC maintains working capital in the form of unappropriated reserves for the purpose
of bridging the gap between when the SFPUC incurs operating expenses required to provide service
and when it receives revenues from its Retail and Wholesale Customers. The Wholesale Customers
shall fund their share of working capital as part of the annual Wholesale Revenue Requirement
calculation. The amount of wholesale working capital for which the Wholesale Customers will be
responsible will be determined using the 60-day standard formula approach.



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     B. Applying this approach, annual wholesale working capital equals one-sixth of the wholesale
allocation of operation and maintenance, administrative and general, and property tax expenses for
the Water and Hetch Hetchy Enterprises. Wholesale working capital shall be calculated separately
for the Water and Hetch Hetchy Enterprises.



     C. Each month, the sum of the Water Enterprise and Hetch Hetchy Enterprise working capital
components will be compared with the ending balance in the Wholesale Revenue Coverage Reserve to
determine if the Wholesale Customers provided the minimum required working capital. If the
Wholesale Revenue Coverage Reserve is greater than the total Water Enterprise and Hetch Hetchy
Enterprise working capital requirement, the Wholesale Customers will have provided their share of
working capital. If the Wholesale Revenue Coverage Reserve is less than the total Water Enterprise
and Hetch Hetchy Enterprise working capital requirement, the Wholesale Customers will be charged
interest on the difference, which will be included in the adjustment to the Balancing Account under
Section 6.05.B for the subsequent fiscal year.



6.08 Wholesale Capital Fund




     A. The SFPUC currently funds revenue-funded capital projects through annual budget
appropriations that are included in rates established for that fiscal year and transferred to a
capital project fund from which expenditures are made. Consistent with the San Francisco Charter
and Administrative Code, the SFPUC appropriates funds in advance of construction in order to
maintain a positive balance in the capital project fund. The capital project fund also accrues
interest and any unspent appropriations in excess of total project costs. It is the SFPUC’s
practice to regularly monitor the capital project fund balance to determine whether a surplus has
accumulated, which can be credited against the next fiscal year’s capital project appropriation.



     B. The SFPUC shall establish a comparable Wholesale Revenue-Funded Capital Fund (Wholesale
Capital Fund) to enable the Wholesale Customers to fund the wholesale share of revenue-funded New
Regional Assets. The Wholesale Capital Fund balance is zero as of July 1, 2009. The SFPUC may
include in wholesale rates for any fiscal year an amount equal to the wholesale share of the
SFPUC’s appropriation for revenue funded New Regional Assets for that year, which sum will be
credited to the Wholesale Capital Fund. The wholesale share of other sources of funding, where
legally permitted and appropriately accounted for under GAAP,



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will also be credited to the Wholesale Capital Fund, together with interest earnings on the
Wholesale Capital Fund balance.



     C. The SFPUC will expend revenues appropriated and transferred to the Wholesale Capital Fund
only on New Regional Assets. The annual capital appropriation included in each fiscal year’s budget
will be provided to BAWSCA in accordance with Section 6.02 and will take into account the current
and projected balance in the Wholesale Capital Fund, as well as current and projected unexpended
and unencumbered surplus, as shown on attachment M-1, which will be prepared by the SFPUC each
year.



     D. Commencing on November 30, 2010 and thereafter in each fiscal year during the Term, the
SFPUC will also provide an annual report to BAWSCA on the status of individual revenue-funded New
Regional Assets, substantially in the form of Attachment M-2.



     E. In order to prevent the accumulation of an excessive unexpended and unencumbered surplus in
the Wholesale Capital Fund, the status of the fund balance will be reviewed through the Compliance
Audit at five-year intervals, commencing in FY 2014-15. Any excess fund balance (i.e., an
accumulated unexpended, unencumbered amount in excess of ten percent (10%) of the wholesale share
of total capital appropriations for New Regional Assets during the five preceding years) will be
transferred to the credit of the Wholesale Customers to the Balancing Account described in Section
6.05. Attachment M-3 illustrates the operation of this review process, covering FY 2009-10 through
FY 2013-14 and FY 2014-15 through 2018-19.



     F. Three years prior to the end of the Term, the SFPUC and BAWSCA will discuss the disposition
of the Wholesale Capital Fund balance at the end of the Term. Absent agreement, any balance
remaining in the Wholesale Capital Fund at the end of the Term shall be transferred to the
Balancing Account, to the credit of the Wholesale Customers.




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Article 7. Accounting Procedures; Compliance Audit




7.01 SFPUC Accounting Principles, Practices 




     A. Accounting Principles. San Francisco will maintain the accounts of the SFPUC and
the Water and Hetch Hetchy Enterprises in conformity with Generally Accepted Accounting Principles.
San Francisco will apply all applicable pronouncements of the Governmental Accounting Standards
Board (GASB) as well as statements and interpretations of the Financial Accounting Standards Board
and Accounting Principles Board opinions issued on or before March 30, 1989, unless those
pronouncements or opinions conflict with GASB pronouncements.



     B. General Rule. San Francisco will maintain the accounting records of the SFPUC and
the Water and Hetch Hetchy Enterprises in a format and level of detail sufficient to allow it to
determine the annual Wholesale Revenue Requirement in compliance with this Agreement and to allow
its determination of the Wholesale Revenue Requirement to be audited as provided in Section 7.04.



     C. Water Enterprise. San Francisco will maintain an account structure which allows
utility plant and operating and maintenance expenses to be segregated by location (inside San
Francisco and outside San Francisco) and by function (Direct Retail, Regional and Direct
Wholesale).



     D. Hetch Hetchy Enterprise. San Francisco will maintain an account structure which
allows utility plant and operating and maintenance expenses to be segregated into Water Only, Power
Only and Joint categories.



     E. SFPUC. San Francisco will maintain an account structure which allows any expenses
of SFPUC bureaus that benefit only the Wastewater Enterprise, the Power-Only operations of the
Hetch Hetchy Enterprise or Retail Customers to be excluded from the Wholesale Revenue Requirement.



     F. Utility Plant Ledgers. San Francisco will maintain subsidiary plant ledgers for the
Water and Hetch Hetchy Enterprises that contain unique identifying numbers for all assets included
in the rate base and identify the original cost, annual depreciation, accumulated depreciation,
date placed in service, useful life, salvage value if any, source of funding (e.g., bond series,
revenues, grants), and classification for purposes of this Agreement.



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     G. Debt. San Francisco will maintain documentation identifying:



          1. The portion of total bonded debt outstanding related to each series of
each bond issue.




          2. The portion of total interest expense related to each series of each bond issue.




          3. The use of proceeds of each bond issue (including proceeds of commercial paper and/or other
interim financial instruments redeemed or expected to be redeemed from bonds and earnings on the
proceeds of financings) in sufficient detail to determine, for each bond issue, the proceeds and
earnings of each (including proceeds and earnings of interim financing vehicles redeemed by a bond
issue) and the total amounts expended on Direct Retail improvements and the total amounts expended
on Regional improvements.




     H. Changes in Accounting. Subject to subsections A thru G, San Francisco may change
the chart of accounts and accounting practices of the SFPUC and the Water and Hetch Hetchy
Enterprises. However, the allocation of any expense to the Wholesale Customers that is specified in
the Agreement may not be changed merely because of a change in (1) the accounting system or chart
of accounts used by SFPUC, (2) the account to which an expense is posted or (3) a change in the
organizational structure of the SFPUC or the Water or Hetch Hetchy Enterprises.



     I. Audit. San Francisco will arrange for an audit of the financial statements of Water
and Hetch Hetchy Enterprises to be conducted each year by an independent certified public
accountant, appointed by the Controller, in accordance with Generally Accepted Auditing Standards.



7.02 Calculation of and Report on Wholesale Revenue Requirement




     A. Within five months after the close of each fiscal year, San Francisco will prepare a report
showing its calculation of the Wholesale Revenue Requirement for the preceding fiscal year and the
change in the balancing account as of the end of that fiscal year. The first such report will be
prepared by November 30, 2010 and will cover fiscal year 2009-10 and the balancing account as of
June 30, 2010.



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     B. The report will consist of the following items:



          1. Statement of changes in the balancing account for the fiscal year being
reported on, and for the immediately preceding fiscal year, substantially in the form of
Attachment O.




          2. Detailed supporting schedules 8.1 through 8.2 substantially in the form of Attachment N-2.




          3. Description and explanation of any changes in San Francisco’s accounting practices from
those previously in effect.




          4. Explanation of any line item of expense (shown on Attachment N-2, schedules 1 and 4) for
which the amount allocated to the Wholesale Customers increased by
(a) ten percent or more from the preceding fiscal year, or (b) more than $1,000,000.




          5. Representation letter signed by the SFPUC General Manager and
by other SFPUC financial staff shown on Attachment P, as the General Manager
may direct, subject to change in position titles at the discretion of the
SFPUC.




     C. The report will be delivered to the BAWSCA General Manager by the date identified in
Subsection A.



     Once the report has been delivered to BAWSCA, San Francisco will, upon request:



          1. Provide BAWSCA with access to, and copies of, all worksheets and supporting documents used
or prepared by San Francisco during its calculation of the Wholesale Revenue Requirement;




          2. Make available to BAWSCA all supporting documentation and calculations used by San
Francisco in preparing the report; and




          3. Promptly provide answers to questions from BAWSCA staff about the report.




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7.03 Appointment of Compliance Auditor




     A. Purpose. The purpose of this section is to provide for an annual Compliance Audit
by an independent certified public accountant of the procedures followed and the underlying data
used by San Francisco in calculating the Wholesale Revenue Requirement for the preceding fiscal
year. The annual Compliance Audit shall also determine whether the Wholesale Revenue Requirement
has been calculated in accordance with the terms of the Agreement and whether amounts paid by the
Wholesale Customers in excess of or less than the Wholesale Revenue Requirement have been posted to
the balancing account, together with interest as provided in Section 6.05.



     B. Method of Appointment. The Controller shall select an independent certified public
accountant (“Compliance Auditor”) to conduct the Compliance Audit described below. The Compliance
Auditor may be the same certified public accountant engaged by the Controller to audit the
financial statements of the Water and Hetch Hetchy Enterprises. Subject to approval by the
Controller and the General Manager of the SFPUC, the Compliance Auditor shall have the authority to
engage such consultants as it deems necessary or appropriate to assist in the audit. The terms of
this Article shall be incorporated into the contract between San Francisco and the Compliance
Auditor, and the Wholesale Customers shall be deemed to be third-party beneficiaries of said
contract.



7.04 Conduct of Compliance Audit




     A. Standards. The Compliance Auditor shall perform the Compliance Audit in accordance
with Generally Accepted Auditing Standards. In particular, its review shall be governed by the
standards contained in Section AU 623 (Reports on Specified Elements, Accounts or Items of a
Financial Statement) of the AICPA, Professional Standards, as amended from time to time.



     B. Preliminary Meeting; Periodic Status Reports; Access to Data. Prior to commencing
the audit, the Compliance Auditor shall meet with San Francisco and BAWSCA to discuss the audit
plan, the procedures to be employed and the schedule to be followed. During the course of the
audit, the Compliance Auditor shall keep San Francisco and BAWSCA informed of any unforeseen
problems or circumstances which could cause a delay in the audit or any material expansion of the
audit’s scope. The Compliance Auditor shall be given full



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access to all records of the SFPUC and the Water and Hetch Hetchy Enterprises that the Auditor
deems necessary for the audit.



     C. Audit Procedures. The Compliance Auditor shall review San Francisco’s calculation
of the Wholesale Revenue Requirement and the underlying data in order to carry out the purpose of
the audit described in Section 7.03.A and to issue the report described in Section 7.05. At a
minimum, the Compliance Auditor shall address the following:



          1. Water Enterprise Operating and Maintenance Expenses . The
Compliance Auditor shall review Water Enterprise cost ledgers to determine whether the recorded
operating and maintenance expenses fairly reflect the costs incurred, were recorded on a basis
consistent with applicable Generally Accepted Accounting Principles, and were allocated to the
Wholesale Customers as provided in this Agreement.




          2. Water Enterprise Administrative and General Expenses . The Compliance Auditor shall review
Water Enterprise cost ledgers and other appropriate financial records, including those of the
SFPUC, to determine whether the recorded administrative and general expenses fairly reflect the
costs incurred by or allocated to the Water Enterprise, whether they were recorded on a basis
consistent with applicable Generally Accepted Accounting Principles, whether SFPUC charges were
allocated to the Water Enterprise in accordance with this Agreement, and whether the amount of
administrative and general expenses allocated to the Wholesale Customers was determined as provided
by this Agreement.




          3. Property Taxes . The Compliance Auditor shall review Water Enterprise cost ledgers to
determine whether the amount of property taxes shown on the report fairly reflects the property tax
expense incurred by San Francisco for Water Enterprise property outside of San Francisco and
whether there has been deducted from the amount to be allocated (1) all taxes actually reimbursed
to San Francisco by tenants of Water Enterprise property under leases that require such
reimbursement and (2) any refunds received from the taxing authority. The Compliance Auditor also
shall determine whether the amount of property taxes allocated to the Wholesale Customers was
determined as provided in this Agreement.




          4. Debt Service . The Compliance Auditor shall review SFPUC records to determine whether debt
service, and associated coverage requirements, were allocated to the Wholesale Customers as
provided in this Agreement.




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          5. Amortization of Existing Assets in Service as of June 30,
2009 . The
Compliance Auditor shall review both Water and Hetch Hetchy Enterprise records to determine whether
the payoff amount for Existing Assets allocated to the Wholesale Customers as shown on Attachment
K-1 through K-4 was calculated as provided in Section 5.03 of this Agreement.




          6. Revenue-Funded Capital Appropriations/Expenditures . The
Compliance
Auditor shall review San Francisco’s calculation of actual expenditures on the wholesale share of
revenue-funded New Regional Assets and remaining unexpended and unencumbered project balances in
the “Wholesale Capital Fund” described in Section 6.08, to determine whether the procedures
contained in that section were followed.




          7. Hetch Hetchy Expenses . The Compliance Auditor shall determine whether Hetch Hetchy
Enterprise expenses were allocated to the Wholesale Customers as provided in this Agreement.




     D. Use of and Reliance on Audited Financial Statements and Water Use Data



          1. In performing the audit, the Compliance Auditor shall incorporate any
adjustments to the cost ledgers recommended by the independent certified public accountant,
referred to in Section 7.01.I, which audited the financial statements of the Water and Hetch Hetchy
Enterprises. The Compliance Auditor may rely upon the work performed by that independent certified
public accountant if the Compliance Auditor reviews the work and is willing to take responsibility
for it as part of the compliance audit.




          2. In performing the Compliance Audit and issuing its report, the Compliance Auditor may rely
on water use data furnished by the Water Enterprise, regardless of whether the Wholesale Customers
contest the accuracy of such data. The Compliance Auditor shall have no obligation to independently
verify the accuracy of the water use data provided by San Francisco; however, the Compliance
Auditor shall disclose in its report any information which came to its attention suggesting that
the water use data provided by San Francisco are inaccurate in any significant respect.




     E. Exit Conference. Upon completion of the audit, the Compliance Auditor shall meet
with San Francisco and BAWSCA to discuss audit findings, including (1) any material weakness in
internal controls and (2) adjustments proposed by the Compliance Auditor and San Francisco’s
response (i.e., booked or waived).



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7.05 Issuance of Compliance Auditor’s Report 




     A. San Francisco will require the Compliance Auditor to issue its report no later than nine
months after the fiscal year under audit (i.e., March 31 of the following calendar year). The
Compliance Auditor’s report shall be addressed and delivered to San Francisco and BAWSCA. The
report shall contain:



          1. A statement that the Auditor has audited the report on the calculation of the Wholesale
Revenue Requirement and changes in the balancing account, and supporting documents, prepared by San
Francisco as required by Section 7.02.




          2. A statement that the audit was conducted in accordance with auditing standards generally
accepted in the United States of America, and that the audit provides a reasonable basis for its
opinion.




          3. A statement that in the Compliance Auditor’s opinion the
Wholesale
Revenue Requirement was calculated by San Francisco in accordance with this Agreement and that the
change in the balancing account shown in San Francisco’s report was calculated as required by this
Agreement and presents fairly, in all material respects, changes in and the balance due to (or
from) the Wholesale Customers as of the end of the fiscal year under audit.




7.06 Wholesale Customer Review 




     A. One or more Wholesale Customers, or BAWSCA, may engage an independent certified public
accountant (CPA) to conduct a review (at its or their expense) of San Francisco’s calculation of
the annual Wholesale Revenue Requirement and a review of changes in the balancing account.



     B. If a Wholesale Customer or BAWSCA wishes such a review to be conducted it will provide
written notice to SFPUC within 30 days of the date the Compliance Auditor’s report is issued. The
notice will identify the CPA or accounting/auditing firm that will conduct the review and the
specific aspects of the Compliance Auditor’s report that are the subject of the review. If more
than one notice of review is received by the SFPUC, the requesting Wholesale Customers shall
combine and coordinate their reviews and select a lead auditor to act on their behalf for the
purposes of requesting documents and conducting on-site investigations.



     C. San Francisco will cooperate with the CPA appointed by a Wholesale Customer or BAWSCA. This
cooperation includes making requested records promptly available, making



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knowledgeable SFPUC personnel available to timely and truthfully answer the CPA’s questions and
directing the Compliance Auditor to cooperate with the CPA.



     D. The Wholesale Customer’s review shall be completed within 60 days after the date the
Compliance Auditor’s report is issued. At the conclusion of the review, representatives of San
Francisco and BAWSCA shall meet to discuss any differences between them concerning San Francisco’s
compliance with Articles 5 or 6 of this Agreement during the preceding fiscal year or San
Francisco’s calculation of the Wholesale Revenue Requirement for the preceding fiscal year. If such
differences cannot be resolved, the dispute shall be submitted to arbitration in accordance with
Section 8.01.



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Article 8. Other Agreements of the Parties




8.01 Arbitration and Judicial Review 




     A. General Principles re Scope of Arbitration. All questions or disputes arising under
the following subject areas shall be subject to mandatory, binding arbitration and shall not be
subject to judicial determination:



          1. the determination of the Wholesale Revenue Requirement, which
shall include both the calculations used in the determination and the variables used in those
calculations;




          2. the SFPUC’s adherence to accounting practices and conduct of the Compliance Audit; and




          3. the SFPUC’s classification of new assets for purposes of determining the Wholesale Revenue
Requirement.




     All other questions or disputes arising under this Agreement shall be subject to judicial
determination. Disputes about the scope of arbitrability shall be resolved by the courts.



     B. Demand for Arbitration. If any arbitrable question or dispute should arise, any
Wholesale Customer or the SFPUC may commence arbitration proceedings hereunder by service of a
written Demand for Arbitration. Demands for arbitration shall set forth all of the issues to be
arbitrated, the general contentions relating to those issues, and the relief sought by the party
serving the Demand. Within 45 days after service of a Demand upon it, any
Wholesale Customer or the SFPUC may serve a Notice of Election to become a party to the arbitration
and a Response to the issues set forth in the Demand. The Response shall include the party’s
general contentions and defenses with respect to the claims made in the Demand, and may include any
otherwise arbitrable claims, contentions and demands that concern the fiscal year covered by the
Demand. If a timely Notice of Election and Response is not filed by any such entity, it shall not
be a party to the arbitration but shall nonetheless be bound by the award of the arbitrator. If no
party to this Agreement serves a timely Notice of Election and Response, the party seeking
arbitration shall be entitled to the relief sought in its Demand for Arbitration without the
necessity of further proceedings. Any claims not made in a Demand or Response shall be deemed
waived.



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     If a Demand or Notice of Election is made by the SFPUC, it shall be served by personal
delivery or certified mail to each Wholesale Customer at the address of such customer as set forth
in the billing records of the SFPUC. If a Demand or Notice of Election is made by a Wholesale
Customer, service shall be by certified mail or personal delivery to the General Manager, SFPUC,
1155 Market Street, 11th Floor, San Francisco, California 94103, and to each of the
other Wholesale Customers. If arbitration is commenced, the Wholesale Customers shall use their
best efforts to formulate a single, joint position with respect thereto. In any event, with respect
to the appointment of arbitrators, as hereinafter provided, all Wholesale Customers that take the
same position as to the issues to be arbitrated shall jointly and collectively be deemed to be a
single party.



     C. Limitations Period. All Demands For Arbitration shall be served within twelve
months of receipt by BAWSCA of the Wholesale Revenue Requirement Compliance Auditor’s Report for
that year. If a party fails to file a Demand within the time period specified in this subsection,
that party waives all present and future claims with respect to the fiscal year in question. If no
such Demand is served within the twelve month period specified above, the SFPUC’s determination of
the Wholesale Revenue Requirement for that year shall be final and conclusive. Whether any
particular claim is barred by the twelve month limitations period provided for herein shall be for
the arbitrator to determine. Prior to the expiration of the twelve month limitations period, the
parties to the dispute may agree by written stipulation to extend the period by up to six
additional months.



     The Arbitrator may order the alteration or recalculation of underlying Water Enterprise and/or
Hetch Hetchy Enterprise accounts or asset classifications. Such changes shall be used to calculate
the Wholesale Revenue Requirement for the fiscal year in dispute and shall also be used to
determine future Wholesale Revenue Requirements, if otherwise applicable, even though the existing
entries in such accounts or the asset classifications, in whole or in part, predate the twelve
month period described above, so long as a timely arbitration Demand has been filed in accordance
with this subsection.



     D. Number and Appointment of Arbitrators. All arbitration proceedings under this
section shall be conducted by a single arbitrator, selected by the SFPUC and a designated
representative of the Wholesale Customers or each group of Wholesale Customers that take the same
position with respect to the arbitration, within 75 days after service of the Demand. If the
parties to the arbitration cannot agree on an arbitrator within 75 days, any party may petition



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the Marin County Superior Court for the appointment of an arbitrator pursuant to Code of Civil
Procedure Section 1281.6 (or any successor provision).



     E. Guidelines for Qualifications of Arbitrators. The Wholesale Customers and the SFPUC
acknowledge that the qualifications of the arbitrator will vary with the nature of the matter
arbitrated, but, in general, agree that such qualifications may include service as a judge or
expertise in one or more of the following fields: public utility law, water utility rate setting,
water system and hydraulic engineering, utility accounting methods and practices, and water system
operation and management. The parties to the arbitration shall use their best efforts to agree in
advance upon the qualifications of any arbitrator to be appointed by the Superior Court.



     F. Powers of Arbitrator; Conduct of Proceedings 



          1. Except as provided in this section, arbitrations under this section shall be
conducted under and be governed by the provisions of California Code of Civil Procedure Sections
1282.2 through 1284.2 (hereinafter, collectively, “Code sections”), and arbitrators appointed
hereunder shall have the powers and duties specified by the Code sections.




          2. Within the meaning of the Code sections, the term “neutral arbitrator” shall mean the
single arbitrator selected by the parties to the arbitration.




          3. Unless waived in writing by the parties to the arbitration, the notice of hearing served by
the arbitrator shall not be less than 90 days.




          4. The lists of witnesses (including expert witnesses), and the lists of documents (including
the reports of expert witnesses) referred to in Code of Civil Procedure Section 1282.2 shall be
mutually exchanged, without necessity of demand therefore, no later than 60 days prior to the date
of the hearing, unless otherwise agreed in writing by the parties to the arbitration. Upon
application of any party, or on his or her own motion, the arbitrator may schedule one or more
prehearing conferences for the purposes of narrowing and/or expediting resolution of the issues in
dispute. Strict conformity to the rules of evidence is not required, except that the arbitrator
shall apply applicable law relating to privileges and work product. The arbitrator shall consider
evidence that he or she finds relevant and material to the dispute, giving the evidence such weight
as is appropriate. The arbitrator may limit testimony to exclude evidence that would be immaterial
or unduly repetitive, provided that all parties are afforded the opportunity to present material
and relevant evidence.




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          5. Within thirty days after the close of the arbitration hearing, or such other time as the
arbitrator shall determine, the parties will submit proposed findings and a proposed remedy to the
arbitrator. The parties may file objections to their adversary’s proposed findings and remedy
within a time limit to be specified by the arbitrator. The arbitrator shall not base his or her
award on information not obtained at the hearing.




          6. The arbitrator shall render a written award no later than twelve months after the
arbitrator is appointed, either by the parties or by the court, provided that such time may be
waived or extended as provided in Code of Civil Procedure Section 1283.8.




          7. The provisions for discovery set forth in Code of Civil
Procedure Section
1283.05 are incorporated into and made part of this Agreement, except that: (a) leave of the
arbitrator need not be obtained for the taking of depositions, including the depositions of expert
witnesses; (b) the provisions of Code of Civil Procedure Section 2034.010 et seq., relating to
discovery of expert witnesses, shall automatically be applicable to arbitration proceedings arising
under this Agreement without the necessity for a formal demand pursuant to Section 2034.210 and the
date for the exchange of expert discovery provided by Sections 2034.260 and 2034.270 shall be not
later than 60 days prior to the date for the hearing; and (c) all reports, documents, and other
materials prepared or reviewed by any expert designated to testify at the arbitration shall be
discoverable. In appropriate circumstances, the arbitrator may order any party to this Agreement
that is not a party to the arbitration to comply with any discovery request.




          8. For the purposes of allocation of expenses and fees, as provided in Code of Civil Procedure
Section 1284.2, if any two or more Wholesale Customers join together in a single, joint position in
the arbitration, those Wholesale Customers shall be deemed to be a single party. If any Wholesale
Customer or customers join together with the SFPUC in a single joint position in the arbitration,
those Wholesale Customers and the SFPUC together shall be deemed to be a single party.




          9. Subject to any other limitations imposed by the Agreement, the arbitrator shall have power
to issue orders mandating compliance with the terms of the Agreement or enjoining violations of the
Agreement. With respect to any arbitration brought to redress a claimed wholesale overpayment to
the SFPUC, the arbitrator’s power to award monetary relief



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shall be limited to entering an order requiring that an adjustment be made in the amount posted to
the balancing account for the fiscal year covered by the Demand.




          10. All awards of the arbitrator shall be binding on the SFPUC and the Wholesale Customers
regardless of the participation or lack thereof by any Wholesale Customer or the SFPUC as a party
to the arbitration proceeding. The parties to an arbitration shall have the power to modify or
amend any arbitration award by mutual consent. The arbitrator shall apply California law.




8.02 Attorneys’ Fees 




     A. Arbitration or Litigation Between San Francisco and Wholesale Customers Arising
under the Agreement or Individual Water Sales Contracts. Each party will bear its own
costs, including attorneys’ fees, incurred in any arbitration or litigation arising under
this Agreement or the Individual Water Sales Contracts between San Francisco and the
Wholesale Customers. Notwithstanding the foregoing, and subject to the limitations
contained herein, the SFPUC may allocate to the Wholesale Customers as an allowable
expense, utilizing the composite rate used for allocating other Water Enterprise
administrative and general expenses, any attorneys’ fees and costs incurred by the SFPUC in
connection with arbitration and/or litigation arising under this Agreement and/or the
Individual Water Sales Contracts. Attorneys’ fees incurred by the SFPUC for attorneys
employed in the San Francisco City Attorney’s office shall be billed at the hourly rates
charged for the attorneys in question by the San Francisco City Attorney’s Office to the
SFPUC. Attorneys’ fees incurred by the SFPUC for attorneys other than those employed in the
San Francisco City Attorney’s Office shall be limited to the hourly rates charged to the
SFPUC for attorneys and paralegals with comparable experience employed in the San Francisco
City Attorney’s office and in no event shall exceed the highest hourly rate charged by any
attorney or paralegal employed in the City Attorney’s Office to the SFPUC.



     B. Arbitration or Litigation Outside of Agreement Concerning the SFPUC Water System or
Reserved Issues



          1. The attorneys’ fees and costs incurred by the SFPUC in litigation between San Francisco and
one or more of the Wholesale Customers arising from matters outside of the Agreement, including,
without limitation, litigation and/or arbitration concerning the issues specifically reserved in
the Agreement, shall be allocated between the Retail Customers and the



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Wholesale Customers utilizing the composite rate used for allocating other Water Enterprise
administrative and general expenses.




          2. If, in any litigation described in subsection B.1 above, attorneys’ fees and costs are
awarded to one or more of the Wholesale Customers as prevailing parties, the SFPUC’s payment of the
Wholesale Customers’ attorneys’ fees and costs shall not be an allowable expense pursuant to
subsection A.




          3. If, in any litigation described in subsection B.1, the SFPUC obtains an award of attorneys’
fees and costs as a prevailing party against one or more of the Wholesale Customers, any such award
shall be reduced to offset the amount of the SFPUC’s fees and costs, if any, that have already been
paid by the Wholesale Customers in the current or any prior fiscal years pursuant to subsection B.1
and the provisions of Articles 5 and 6 of the Agreement.




          4. Nothing contained in this Agreement, including this subsection, shall authorize a court to
award attorneys’ fees and costs to a prevailing party as a matter of contract and/or the provisions
of Civil Code Section 1717, in litigation between San Francisco and one or more of the Wholesale
Customers arising from matters outside of the Agreement, including, without limitation, litigation
and/or arbitration concerning the issues specifically reserved in the Agreement.




     C. Attorneys Fees and Costs Incurred by the SFPUC in Connection with the Operation and
Maintenance of the SFPUC Water Supply System. All attorneys’ fees and costs incurred by
the SFPUC in connection with the operation and maintenance of the SFPUC’s water supply
system shall be allocated between Retail Customers and the Wholesale Customers utilizing
the composite rate used for allocating other Water Enterprise administrative and general
expenses.



8.03 Annual Meeting and Report




     A. The parties wish to ensure that the Wholesale Customers may, in an orderly way, be informed
of matters affecting the Regional Water System, including matters affecting the continuity and
adequacy of their water supply from San Francisco.



     For this purpose, the General Manager of the SFPUC shall meet annually with the Wholesale
Customers and BAWSCA during the month of February, commencing



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February 2010. At these annual meetings, the SFPUC shall provide the Wholesale Customers a report
on the following topics:



          1. Capital additions under construction or being planned for the
Regional Water System, including the status of planning studies, financing
plans, environmental reviews, permit applications, etc.;




          2. Water use trends and projections for Retail Customers and
Wholesale Customers;




          3. Water supply conditions and projections;




          4. The status of any administrative proceedings or litigation affecting San Francisco’s water
rights or the SFPUC’s ability to deliver water from the watersheds which currently supply the
Regional Water System;




          5. Existing or anticipated problems with the maintenance and repair of the Regional Water
System or with water quality;




          6. Projections of Wholesale Revenue Requirements for the next five years;




          7. Any other topic which the SFPUC General Manager places on the agenda for the meeting;




          8. Any topic which the Wholesale Customers, through BAWSCA, request be placed on the agenda,
provided that the SFPUC is notified of the request at least 10 days before the meeting.




     B. The General Manager of the SFPUC, the Assistant General Manager of the Water Enterprise,
and the Assistant General Manager of Business Services-CFO will use their best efforts to attend
the annual meetings. If one or more of these officers are unable to attend, they will designate an
appropriately informed assistant to attend in their place.



8.04 Administrative Matters Delegated to BAWSCA




     A. The Wholesale Customers hereby delegate the authority and responsibility for performing the
following administrative functions contemplated in this Agreement to BAWSCA:



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          1. Approval of calculations of Proportional Annual Water Use
required by
Section 3.14 and Attachment J, “Water Use Measurement and Tabulation”;




          2. Approval of amendments to Attachments J and K-3 and K-4,
“25-Year
Payoff Schedules for Existing Rate Base”;




          3. Agreement that the Water Meter and Calibration Procedures Manual to be prepared by the
SFPUC may supersede some or all of the requirements in Attachment J, as described in Section 3.14;




          4. Conduct of Wholesale Customer review of SFPUC’s calculation of annual Wholesale Revenue
Requirement/Change in Balancing Account described in Section 7.06;




          5. Approval of an adjustment to Wholesale Revenue Coverage as described in Section 6.06.




     B. A majority of the Wholesale Customers may, without amending this Agreement, delegate
additional administrative functions to BAWSCA. To be effective, such expanded delegation must be
evidenced by resolutions adopted by the governing bodies of a majority of the Wholesale Customers.



     C. Unless otherwise explicitly stated, the administrative authority delegated to BAWSCA may be
exercised by the General Manager/CEO of BAWSCA, rather than requiring action by the BAWSCA Board of
Directors. In addition, the Wholesale Customers may, with the consent of BAWSCA, delegate to BAWSCA
the initiation, defense, and settlement of arbitration proceedings provided for in Section 8.01.



8.05 Preservation of Water Rights; Notice of Water Rights Proceedings




     A. It is the intention of San Francisco to preserve all of its water rights, irrespective of
whether the water held under such water rights is allocated under this Agreement. Nothing in this
Agreement shall be construed as an abandonment, or evidence of an intent to abandon, any of the
water rights that San Francisco presently possesses.



     B. San Francisco shall use its best efforts to give prompt notice to BAWSCA of any litigation
or administrative proceedings to which San Francisco is a party involving water rights to the
Regional Water System. The failure of San Francisco to provide notice as required by this section,
for whatever reason, shall not give rise to any monetary liability.



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8.06 SFPUC Rules and Regulations




     The sale and delivery of all water under this Agreement shall be subject to such of the “Rules
and Regulations Governing Water Service to Customers” of the Water Enterprise adopted by the
Commission, as those rules and regulations may be amended from time to time, as are (1) applicable
to the sale and delivery of water to the Wholesale Customers, (2) reasonable, and (3) not
inconsistent with either this Agreement or with an Individual Water Sales Contract. The SFPUC will
give the Wholesale Customers notice of any proposal to amend the Rules and Regulations in a manner
that would affect the Wholesale Customers. The notice will be delivered at least thirty days in
advance of the date on which the proposal is to be considered by the Commission and will be
accompanied by the text of the proposed amendment.



8.07 Reservations of, and Limitations on, Claims 




     A. General Reservation of Raker Act Contentions. The 1984 Agreement resolved a civil
action brought against San Francisco by certain of the Wholesale Customers. Plaintiffs in that
action contended that they, and other Wholesale Customers that are municipalities or special
districts, were “co-grantees” within the meaning of Section 8 of the Act and were entitled to
certain rights, benefits and privileges by virtue of that status. San Francisco disputed those
claims.



     Nothing in this Agreement, or in the Individual Water Sales Contracts, shall be construed or
interpreted in any way to affect the ultimate resolution of the controversy between the parties
concerning whether any of the Wholesale Customers are “co-grantees” under the Act and, if so, what
rights, benefits and privileges accrue to them by reason of that claimed status.



     B. Claims Reserved but not Assertable During Term or Portions Thereof. The following
claims, which San Francisco disputes, are reserved but may not be asserted during the Term (or
portions thereof, as indicated):



          1. The Wholesale Customers’ claim that the Act entitles them to water at cost.




          2. The Wholesale Customers’ claim that San Francisco is obligated under the Act or state law
to supply them with additional water in excess of the Supply Assurance. This claim may not be
asserted unless and until San Francisco decides not to meet projected



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water demands of Wholesale Customers in excess of the Supply Assurance pursuant to Section 4.06.




          3. The claim by San Jose and Santa Clara that they are entitled
under the
Act, or any other federal or state law, to permanent, non-interruptible status and to be charged
rates identical to those charged other Wholesale Customers. This claim may not be asserted unless
and until San Francisco notifies San Jose or Santa Clara that it intends to interrupt or terminate
water deliveries pursuant to Section 4.05.




          4. The Wholesale Customers’ claim that the SFPUC is not entitled to impose a surcharge for
lost power generation revenues attributable to furnishing water in excess of the Supply Assurance.
This claim may not be asserted unless and until SFPUC furnishes water in excess of the Supply
Assurance during the Term and also includes such a surcharge in the price of such water.




          5. Claims by Wholesale Customers (other than San Jose and Santa Clara, whose service areas are
fixed) that SFPUC is obligated under the Act or state law to furnish water, within their Individual
Supply Guarantee, for delivery to customers outside their existing service area and that Wholesale
Customers are entitled to enlarge their service areas to supply those customers. Such claims may be
asserted only after compliance with the procedure set forth in Section 3.03, followed by SFPUC’s
denial of, or failure for six months to act on, a written request by a Wholesale Customer to expand
its service area.




     C. Waived Activities. The Wholesale Customers (and the SFPUC, where specified) will
refrain from the following activities during the Term (or portions thereof, as specified):



          1. The Wholesale Customers and the SFPUC will not contend before any court, administrative
agency or legislative body or committee that the methodology for determining the Wholesale Revenue
Requirement (or the requirements for (a) amortization of the ending balance under the 1984
Agreement, or (b) contribution to the Wholesale Revenue Coverage) determined in accordance with
this Agreement violates the Act or any other provision of federal law, state law, or San
Francisco’s City Charter, or is unfair, unreasonable or unlawful.




          2. The Wholesale Customers will not challenge the transfer of
funds by the SFPUC to any other San Francisco City department or fund,
provided such transfer complies with the San Francisco City Charter. The
transfer of its funds, whether or not permitted by the



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City Charter, will not excuse the SFPUC from its failure to perform any obligation imposed by this
Agreement.




          3. The Wholesale Customers and the SFPUC will not assert monetary claims against one another
based on the 1984 Agreement other than otherwise arbitrable claims arising from the three fiscal
years immediately preceding the start of the Term (i.e., FYs 2006-07, 2007-08 and 2008-09). Such
claims, if any, shall be governed by the dispute resolution provisions of this Agreement, except
that the time within which arbitration must be commenced shall be 18 months from delivery of the
Compliance Auditor’s report.




D. Other




          1. This Agreement shall determine the respective monetary rights and
obligations of the parties with respect to water sold by the SFPUC to the Wholesale Customers
during the Term. Such rights and obligations shall not be affected by any judgments or orders
issued by any court in litigation, whether or not between parties hereto, and whether or not
related to the controversy over co-grantee status, except for arbitration and/or litigation
expressly permitted in this Agreement. No judicial or other resolution of issues reserved by this
section will affect the Wholesale Revenue Requirement which, during the Term, will be determined
exclusively as provided in Articles 5, 6 and 7 of this Agreement.




          2. Because delays in the budget process or other events may
cause the
SFPUC to defer the effective date of changes in wholesale rates until after the beginning of the
fiscal year, this Agreement does not require the SFPUC to make changes in wholesale rates effective
at the start of the fiscal year or at any other specific date.




          3. The Wholesale Customers do not, by executing this Agreement, concede the legality of the
SFPUC’s establishing Interim Supply Allocations, as provided in Article 4 or imposing Environmental
Enhancement Surcharges on water use in excess of such allocations. Any Wholesale Customer may
challenge such allocation when imposed and/or such surcharges if and when levied, in any court of
competent jurisdiction.




          4. The furnishing of water in excess of the Supply Assurance by
San Francisco to the Wholesale Customers shall not be deemed or construed to
be a waiver by San Francisco of its claim that it has no obligation under any
provision of law to supply such water to the Wholesale Customers, nor shall it
constitute a dedication by San Francisco to the Wholesale Customers of such
water.




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8.08 Prohibition of Assignment 




     A. This Agreement shall be binding on, and shall inure to the benefit of, the parties and
their respective successors and permitted assigns. Each Wholesale Customer agrees that it will not
transfer or assign any rights or privileges under this Agreement, either in whole or in part, or
make any transfer of all or any part of its water system or allow the use thereof in any manner
whereby any provision of this Agreement will not continue to be binding on it, its assignee or
transferee, or such user of the system. Any assignment or transfer in violation of this covenant,
and any assignment or transfer that would result in the supply of water in violation of the Act,
shall be void.



     B. Nothing in this section shall prevent any Wholesale Customer (except the California Water
Service Company and Stanford) from entering into a joint powers agreement or a municipal or
multi-party water district with any other Wholesale Customer (except the two listed above) to
exercise the rights and obligations granted to and imposed upon the Wholesale Customers hereunder,
nor shall this section prevent any Wholesale Customer (except the two listed above) from succeeding
to the rights and obligations of another Wholesale Customer hereunder as long as the Wholesale
Service Area served by the Wholesale Customers involved in the succession is not thereby enlarged.



8.09 Notices 




     A. All notices and other documents that San Francisco is required or permitted to send to the
Wholesale Customers under this Agreement shall be sent to each and all of the Wholesale Customers
by United States mail, first class postage prepaid, addressed to each Wholesale Customer at the
address to which monthly water bills are mailed by the Water Enterprise.



     B. All notices or other documents which the Wholesale Customers are required or permitted to
send to San Francisco under this Agreement shall be sent by United States mail, first class postage
prepaid, addressed as follows:


General Manager

San Francisco Public Utilities Commission

1155 Market Street, 11th Floor

San Francisco, CA 94103




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     C. Each Wholesale Customer is a member of BAWSCA. San Francisco shall send a copy of each
notice or other document which it is required to send to all Wholesale Customers to BAWSCA
addressed as follows:


General Manager/CEO

Bay Area Water Supply and Conservation Agency

155 Bovet Road, Suite 302

San Mateo, CA 94402




     The failure of San Francisco to send a copy of such notices or documents to BAWSCA shall not
invalidate any rate set or other action taken by San Francisco.



     D. Any party (or BAWSCA) may change the address to which notice is to be sent to it under this
Agreement by notice to San Francisco (in the case of a change desired by a Wholesale Customer or
BAWSCA ) and to the Wholesale Customer and BAWSCA (in the case of a change desired by San
Francisco).



     The requirements for notice set forth in Section 8.01 concerning arbitration shall prevail
over this section, when they are applicable.



8.10 Incorporation of Attachments 




     Attachments A through Q, referred to herein, are incorporated in and made a part of this
Agreement.



8.11 Interpretation 




     In interpreting this Agreement, or any provision thereof, it shall be deemed to have been
drafted by all signatories, and no presumption pursuant to Civil Code Section 1654 may be invoked
to determine the Agreement’s meaning. The marginal headings and titles to the sections and
paragraphs of this Agreement are not a part of this Agreement and shall have no effect upon the
construction or interpretation of any part hereof.



8.12 Actions and Approvals by San Francisco




     Whenever action or approval by San Francisco is required or contemplated by this Agreement,
authority to act or approve shall be exercised by the Commission, except if such action is required
by law to be taken, or approval required to be given, by the San Francisco Board of Supervisors.
The Commission may delegate authority to the General Manager in



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accordance with the San Francisco City Charter and Administrative Code, except for actions that
this Agreement requires to be taken by the Commission.



8.13 Counterparts 




     Execution of this Agreement may be accomplished by execution of separate counterparts by each
signatory. San Francisco shall deliver its executed counterpart to BAWSCA and the counterpart which
each Wholesale Customer executes shall be delivered to San Francisco. The separate executed
counterparts, taken together, shall constitute a single agreement.



8.14 Limitations on Damages 




     A. Unless otherwise prohibited by this Agreement, general or direct damages may be recovered
for a breach of a party’s obligations under this Agreement. No party is liable for, or may recover
from any other party, special, indirect or consequential damages or incidental damages, including,
but not limited to, lost profits or revenue. No damages may be awarded for a breach of Section
8.17.



     B. The limitations in subsection A apply only to claims for damages for an alleged breach of
this Agreement. These limitations do not apply to claims for damages for an alleged breach of a
legal duty that arises independently of this Agreement, established by constitution or statute.



     C. If damages would be an inadequate remedy for a breach of this Agreement, equitable relief
may be awarded by a court in a case in which it is otherwise proper.



     D. This section does not apply to any claim of breach for which arbitration is the exclusive
remedy pursuant to Section 8.01.A.



8.15 Force Majeure 




     A. Excuse from Performance. No party shall be liable in damages to any other party for
delay in performance of, or failure to perform, its obligations under this Agreement, including the
obligations set forth in Sections 3.09 and 4.06, if such delay or failure is caused by a “Force
Majeure Event.”



     B. Notice. The party claiming excuse shall deliver to the other parties a written
notice of intent to claim excuse from performance under this Agreement by reason of a Force



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Majeure Event. Notice required by this section shall be given promptly in light of the
circumstances, and, in the case of events described in (c), (d) or (e) of the definition of Force
Majeure Event only, not later than ten (10) days after the occurrence of the Force Majeure Event.
Such notice shall describe the Force Majeure Event, the services impacted by the claimed event, the
length of time that the party expects to be prevented from performing, and the steps which the
party intends to take to restore its ability to perform.



     C. Obligation to Restore Ability to Perform. Any suspension of performance by a party
pursuant to this section shall be only to the extent, and for a period of no longer duration than,
required by the nature of the Force Majeure Event, and the party claiming excuse shall use its best
efforts to remedy its inability to perform as quickly as possible.



8.16 No Third-Party Beneficiaries 




     This Agreement is exclusively for the benefit of the parties and not for the benefit of any
other Person. There are no third-party beneficiaries of this Agreement and no person not a party
shall have any rights under or interests in this Agreement.



     No party may assert a claim for damages on behalf of a person other than itself, including a
person that is not a party.



8.17 Good Faith and Fair Dealing 




     San Francisco and the Wholesale Customers each acknowledge their obligation under California
law to act in good faith toward, and deal fairly with, each other with respect to this Agreement.



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Article 9. Implementation and Special Provisions Affecting Certain Wholesale Customers




9.01 General; Individual Water Sales Contracts 




     A. As described in Section 1.03, San Francisco previously entered into Individual Water Sales
Contracts with each of the Wholesale Customers. The term of the majority of Individual Water Sales
Contracts will expire on June 30, 2009, concurrently with the expiration of the 1984 Agreement.
Except as provided below in this Article, each of the Wholesale Customers will execute a new
Individual Water Sales Contract with San Francisco concurrently with its approval of the Agreement.



     B. The Individual Water Sales Contracts will describe the service area of each Wholesale
Customer, identify the location and size of connections between the Regional Water System and the
Wholesale Customer’s distribution system, provide for periodic rendering and payment of bills for
water usage, and in some instances contain additional specialized provisions unique to the
particular Wholesale Customer and not of general concern or applicability. A sample Individual
Water Sales Contract is provided at Attachment F. The Individual Water Sales Contracts between San
Francisco and the Wholesale Customers will not contain any provision inconsistent with Articles 1
through 8 of this Agreement except (1) as provided below in this Article or (2) to the extent that
such provisions are not in derogation of the Fundamental Rights of other Wholesale Customers under
this Agreement. Any provisions in an Individual Water Sales Contract which are in violation of this
section shall be void.



9.02 California Water Service Company 




     A. The parties recognize that the California Water Service Company is an investor- owned
utility company and, as such, has no claim to co-grantee status under the Act, which specifically
bars private parties from receiving for resale any water produced by the Hetch Hetchy portion of
the Regional Water System. Accordingly, the following provisions shall apply to the California
Water Service Company, notwithstanding anything to the contrary elsewhere in this Agreement.



     B. The total quantity of water delivered by San Francisco to the California Water Service
Company shall not in any calendar year exceed 47,400 acre feet, which is the estimated average
annual production of Local System Water. If San Francisco develops additional Local System Water
after the Effective Date, it may (1) increase the maximum



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delivery amount stated herein; and (2) increase the Supply Assurance, but not necessarily both. San
Francisco has no obligation to deliver water to California Water Service Company in excess of the
maximum stated herein, except as such maximum may be increased by San Francisco pursuant to this
subsection. The maximum annual quantity of Local System Water set forth in this subsection is
intended to be a limitation on the total quantity of water that may be allocated to California
Water Service Company, and is not an Individual Supply Guarantee for purposes of Section 3.02. The
maximum quantity of Local System Water set forth in this subsection is subject to reduction in
response to (1) changes in long-term hydrology or (2) environmental water requirements that may be
imposed by or negotiated with state and federal resource agencies in order to comply with state or
federal law or to secure applicable permits for construction of Regional Water System facilities.
San Francisco shall notify California Water Service Company of any anticipated reduction of the
quantity of Local System Water set forth in this subsection, along with an explanation of the basis
for the reduction.




     C. Notwithstanding anything in Section 8.08 to the contrary, California Water Service Company
shall have the right to assign to a public agency having the power of eminent domain all or a
portion of the rights of California Water Service Company under any contract between it and San
Francisco applicable to any individual district of California Water Service Company in connection
with the acquisition by such public agency of all or a portion of the water system of California
Water Service Company in such district. In the event of any such assignment of all the rights,
privileges and obligations of California Water Service Company under such contract, California
Water Service Company shall be relieved of all further obligations under such contract provided
that the assignee public agency expressly assumes the obligations of California Water Service
Company thereunder. In the event of such an assignment of a portion of the rights, privileges and
obligations of California Water Service Company under such contract, California Water Service
Company shall be relieved of such portion of such obligations so assigned thereunder provided that
the assignee public agency shall expressly assume such obligations so assigned to it.



     D. Should California Water Service Company seek to take over or otherwise acquire, in whole or
in part, the service obligations of another Wholesale Customer under Section 3.03.E, it will so
inform San Francisco at least six months prior to the effective date of the sale and provide
information concerning the total additional demand proposed to be served, in order that San
Francisco may compare the proposed additional demand to the then-current estimate of Local System
Water. In this regard, California Water Service Company has notified



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the SFPUC that it has reached an agreement to acquire the assets of Skyline County Water District
(“Skyline”) and assume the responsibility for providing water service to customers in the Skyline
service area. California Water Service Company has advised the SFPUC that, on September 18, 2008,
the California Public Utilities Commission approved California Water Service Company’s acquisition
of Skyline. The SFPUC anticipates approving the transfer of Skyline’s Supply Guarantee as shown on
Attachment C to California Water Service Company and the expansion of California Water Service
Company’s service area to include the current Skyline service area before the Effective Date of
this Agreement. All parties to this Agreement authorize corresponding modifications of Attachment
C, as well as any of the Agreement’s other provisions, to reflect the foregoing transaction without
the necessity of amending this Agreement.



     E. Nothing in this Agreement shall preclude San Francisco from selling water to any county,
city, town, district, political subdivision, or other public agency for resale to customers within
the service area of the California Water Service Company. Nothing in this Agreement shall require
or contemplate any delivery of water to California Water Service Company in violation of the Act.



     F. Nothing in this Agreement shall alter, amend or modify the Findings of Fact and Conclusions
of Law and the Judgment dated May 25, 1961, in that certain action entitled City and County of San
Francisco v. California Water Service Company in the Superior Court of the State of California in
and for the County of Marin, No. 23286, as modified by the Quitclaim Deed from California Water
Service Company to San Francisco dated August 22, 1961. The rights and obligations of San Francisco
and California Water Service Company under these documents shall continue as therein set forth.



9.03 City of Hayward 




     A. San Francisco and the City of Hayward (“Hayward”) entered into a water supply contract on
February 9, 1962 (“the 1962 contract”) which provides, inter alia, that San Francisco will supply
Hayward with all water supplemental to sources and supplies of water owned or controlled by Hayward
as of that date, in sufficient quantity to supply the total water needs of the service area
described on an exhibit to the 1962 contract “on a permanent basis.” The service area map attached
as Exhibit C to the 1962 contract was amended in 1974 to remove an area of land in the Hayward
hills and in 2008 to make minor boundary adjustments identified in SFPUC Resolution No. 08-0035.




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     B. The intention of the parties is to continue the 1962 contract, as amended, in effect as the
Individual Water Sales Contract between San Francisco and Hayward. Accordingly, it shall not be
necessary for San Francisco and Hayward to enter into a new Individual Water Sales Contract
pursuant to this Article and approval of this Agreement by Hayward shall constitute approval of
both this Agreement and an Individual Water Sales Contract for purposes of Section 1.03. The 1962
contract, as amended, will continue to describe the service area of Hayward, while rates for water
delivered to Hayward during the Term shall be governed by Article 5 hereof. The 1962 contract, as
amended, will continue in force after the expiration of the Term.



9.04 Estero Municipal Improvement District




     A. San Francisco and the Estero Municipal Improvement District (“Estero”) entered into a water
supply contract on August 24, 1961, the term of which continues until August 24, 2011 (“the 1961
Contract”). The 1961 Contract provides, inter alia, that San Francisco will supply Estero with all
water supplemental to sources and supplies of water owned or controlled by Estero as of that date,
in sufficient quantity to supply the total water needs of the service area described on an exhibit
to the 1961 Contract.



     B. The intention of the parties is to terminate the 1961 Contract and replace it with a new
Individual Water Sales Contract which will become effective on July 1, 2009. The new Individual
Water Sales Contract will describe the current service area of Estero. The Individual Supply
Guarantee applicable to Estero shall be 5.9 MGD, rather than being determined as provided in the
1961 Contract.



9.05 Stanford University




     A. The parties recognize that The Board of Trustees of The Leland Stanford Junior University
(“Stanford”) operates a non-profit university, and purchases water from San Francisco for
redistribution to the academic and related facilities and activities of the university and to
residents of Stanford, the majority of whom are either employed by or students of Stanford.
Stanford agrees that all water furnished by San Francisco shall be used by Stanford only for
domestic purposes and those directly connected with the academic and related facilities and
activities of Stanford, and no water furnished by San Francisco shall be used in any area now or
hereafter leased or otherwise used for industrial purposes or for commercial purposes other than
those campus support facilities that provide direct services to Stanford faculty, students or staff
such as the U.S. Post Office, the bookstore and Student Union.



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     Nothing in this Agreement shall preclude San Francisco from selling water to any county, city,
town, political subdivision or other public agency for resale to Stanford or to customers within
the service area of Stanford.



     B. Notwithstanding anything in Section 8.08 to the contrary, Stanford shall have the right to
assign to a public agency having the power of eminent domain all or a portion of the rights of
Stanford under this Agreement or the Individual Water Sales Contract between it and San Francisco
in connection with the acquisition by such public agency of all or a portion of Stanford’s water
system. In the event of any such assignment of all the rights, privileges, and obligations of
Stanford under such contract, Stanford shall be relieved of all further obligations under such
contract, provided that the assignee public agency expressly assumes Stanford’s obligations
thereunder. In the event of such an assignment of a portion of the rights, privileges, and
obligations of Stanford under such contract, Stanford shall be relieved of such obligations so
assigned thereunder, provided that the assignee public agency shall expressly assume such
obligations so assigned to it.



     Nothing in this Agreement shall require or contemplate any delivery of water to Stanford in
violation of the Act.



9.06 City of San Jose and City of Santa Clara




     A. Continued Supply on Temporary, Interruptible Basis. During the term of the 1984
Agreement, San Francisco provided water to the City of San Jose (“San Jose”) and the City of Santa
Clara (“Santa Clara”) on a temporary, interruptible basis pursuant to SFPUC Resolution No. 85-0256.
Subject to termination or reduction of supply as provided in Section 4.05 of this Agreement, San
Francisco will continue to supply water to San Jose and Santa Clara on a temporary, interruptible
basis pending a decision by the Commission, pursuant to Section 4.05.H, as to whether to make San
Jose and Santa Clara permanent customers of the Regional Water System. San Francisco will furnish
water to San Jose and Santa Clara at the same rates as those applicable to other Wholesale
Customers pursuant to this Agreement. Water delivered to San Jose and Santa Clara after July 1,
2009 may be limited by the SFPUC’s ability to meet the full needs of all its other Retail and
Wholesale Customers. The service areas of San Jose and Santa Clara set forth in their Individual
Water Sales Contracts may not be expanded using the procedure set forth in Section 3.03. The
combined annual average water usage of San Jose and Santa Clara shall not exceed 9 MGD. The
allocation of that total



-88-









 







amount between San Jose and Santa Clara shall be as set forth in their Individual Water Sales
Contracts.



     B. Reservation of Rights. In signing this Agreement, neither San Jose nor Santa Clara
waives any of its rights to contend, in the event that San Francisco (1) elects to terminate or
interrupt water deliveries to either or both of the two cities prior to 2018 using the process set
forth in Section 4.05, or (2) does not elect to take either city on as a permanent customer in
2018, that it is entitled to permanent customer status, pursuant to the Act or any other federal or
state law. In signing this Agreement, San Francisco does not waive its right to deny any or all
such contentions.



9.07 City of Brisbane, Guadalupe Valley Municipal Improvement District, Town of
Hillsborough




     A. The parties acknowledge that San Francisco has heretofore provided certain quantities of
water to the City of Brisbane (“Brisbane”), Guadalupe Valley Municipal Improvement District
(“Guadalupe”) and the Town of Hillsborough (“Hillsborough”) at specified rates or without charge
pursuant to obligations arising out of agreements between the predecessors of San Francisco and
these parties, which agreements are referred to in judicial orders, resolutions of the SFPUC and/or
the 1960 contracts between San Francisco and Brisbane, Guadalupe and Hillsborough. The parties
intend to continue those arrangements and accordingly agree as follows:



          1. Nothing in this Agreement is intended to alter, amend or modify the terms of SFPUC
Resolution No. 74-0653 or the indenture of July 18, 1908 between the Guadalupe Development Company
and the Spring Valley Water Company.




          2. Nothing in this Agreement is intended to alter, amend or
modify the Findings of Fact and Conclusions of Law and Judgment dated May 25, 1961 in that certain action
entitled City and County of San Francisco v. Town of Hillsborough in the Superior Court of the
State of California in and for the County of Marin, No. 23282, as modified by the Satisfaction of
Judgment filed October 23, 1961 and the Compromise and Release between Hillsborough and San
Francisco dated August 22, 1961. The rights and obligations of
Hillsborough under these documents shall continue as therein set forth.




          3. Nothing in this Agreement is intended to affect or prejudice any claims, rights or remedies
of Guadalupe or of Crocker Estate Company, a corporation, or of Crocker



-89-









 







Land Company, a corporation, or of San Francisco, or of their successors and assigns, respectively,
with respect to or arising out of that certain deed dated May 22, 1884, from Charles Crocker to
Spring Valley Water Works, a corporation, recorded on May 24, 1884, in Book 37 of Deeds at page
356, Records of San Mateo County, California, as amended by that certain Deed of Exchange of
Easements in Real Property and Agreement for Trade in Connection Therewith, dated July 29, 1954,
recorded on August 4, 1954, in Book 2628, at page 298, Official Records of said San Mateo County,
or with respect to or arising out of that certain action involving the validity or enforceability
of certain provisions of said deed entitled City and County of San Francisco v. Crocker Estate
Company, in the Superior Court of the State of California in and for the County of Marin, No.
23281.



///




///




///




///




///




///




///




///




///




///




///




///




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-90-









 





     IN WITNESS WHEREOF the parties have executed this Agreement by their duly authorized
officers.



CITY AND COUNTY OF SAN FRANCISCO

Acting by and through its Public Utilities Commission




	 	 	 	 	 
	By:

	 	 	 	 
	 

	 	 	 	 
	 

	 	    Edward Harrington	 	 
	 

	 	    General Manager	 	 
	 
	 	 	 	 
	Date:                     , 2009	 	 
	 
	 	 	 	 
	Approved by Commission Resolution No. 09-0069,
	adopted April 28, 2009	 	 
	 
	 	 	 	 
	 	 	 
	Michael Housh	 	 
	Secretary to Commission	 	 
	 
	 	 	 	 
	Approved as to form:	 	 
	 
	 	 	 	 
	DENNIS J. HERRERA	 	 
	City Attorney	 	 
	 
	 	 	 	 
	By:
	 	 	 	 
	 

	 	 	 	 
	 

	 	    Joshua D. Milstein	 	 
	 

	 	    Deputy City Attorney	 	 






-91-









 






Attachment A — Definitions



“1984 Agreement” refers to the 1984 Settlement Agreement and Master Water Sales Contract between
the City and County of San Francisco and certain Suburban Purchasers in San Mateo County, Santa
Clara County and Alameda County, which expires on June 30, 2009.



“Act” refers to the Raker Act, 38 Stat. 242, the Act of Congress, enacted in 1913, that
authorized the construction of the Hetch Hetchy system on federal lands.



“Adjusted Proportional Annual Use” means the respective percentages of annual water use, as
adjusted to reflect deliveries of water by the Hetch Hetchy Enterprise to outside City Retail
Customers. The adjustment is calculated each year as described in Section B of Attachment J and is
shown on lines 18 and 19 of Table 1 of that Attachment.



“Agreement” refers to this Water Supply Agreement, by and among San Francisco and the Wholesale
Customers who approve this Agreement in accordance with Section 1.03.



“BAWSCA” refers to the Bay Area Water Supply and Conservation Agency established pursuant to
Division 31 of the California Water Code (Water Code §§81300-81461) or its successor and permitted
assigns.



“CEQA” refers to the California Environmental Quality Act found at §§21000 et seq. of the Public
Resources Code and the Guidelines for the California Environmental Quality Act found at §§15000 et
seq. of Title 14 of the California Code of Regulations, as amended from time to time.



“Commission” means the governing board of the SFPUC, whose members, as of the date of this
Agreement, are appointed by the Mayor of San Francisco and confirmed by the San Francisco Board of
Supervisors.



“Compliance Audit” refers to the annual audit of the Wholesale Revenue Requirement by the
Compliance Auditor required by Sections 7.03 through 7.05.



“Compliance Auditor” refers to the independent certified public accountant chosen by the San
Francisco Controller to conduct each fiscal year’s audit of the SFPUC’s calculation of the
Wholesale Revenue Requirement as provided in Section 7.03.B.




Attachment A, Page 1









 




“Countywide Cost Allocation Plan” refers to the full costs of the Water and Hetch Hetchy
Enterprises’ prorated share of San Francisco city government expenses that are not directly billed
to city departments, as determined by the Controller of the City and County of San Francisco.



“Debt Service” means principal and interest paid during a fiscal year on Indebtedness incurred by
the SFPUC for the 2006 Revenue Bonds, Series A, and subsequently issued Indebtedness (exclusive of
2006 Revenue Bonds Series B and C), the proceeds of which are used or are scheduled to be used for
the acquisition or construction of New Regional Assets or to refund such Indebtedness.



“Direct Retail” refers to Regional Water System capital or operating expenditures that are incurred
to provide water service solely to Retail Customers.



“Direct Wholesale” refers to Regional Water System capital or operating expenditures that are
incurred to provide water service solely to one or more Wholesale Customers.



“Drought” means a water shortage caused by lack of precipitation, as reflected in resolutions of
the Commission calling for voluntary or mandatory water rationing based on evaluation of water
stored or otherwise available to the Regional Water System, whether or not the Commission declares
a water shortage emergency pursuant to Water Code §§ 350 et seq., as amended from time to time.



“Effective Date” refers to the date this Agreement will become effective in accordance with the
terms of Section 1.03.



“Emergency” means a sudden, non-drought event, such as an earthquake, failure of Regional Water
System infrastructure or other catastrophic event or natural disaster that results in an
insufficient supply of water available to the Retail or Wholesale Service Areas for basic human
consumption, firefighting, sanitation, and fire protection.



“Encumbrance” or “Encumber” refers to the process by which the City Controller certifies the
availability of amounts previously appropriated by the Commission for specifically identified SFPUC
capital projects performed either by third parties or through work orders to other City
departments.




Attachment A, Page 2









 




“Environmental Enhancement Surcharge” means the surcharge to be imposed by the SFPUC on individual
parties to this Agreement whose use exceeds their Interim Supply Allocation when the collective use
of water by all parties to this Agreement is in excess of the Interim Supply Limitation.



“ERRP” refers to a SFPUC document entitled Emergency Response and Recovery Plan: Regional Water
System (“ERRP”) dated August 23, 2003, and updated November 2006.



“Excess Use Charges” are monthly charges set by the SFPUC, in the form of multipliers, that are
applied to the Wholesale Customer water rates during times of mandatory rationing if a Wholesale
Customer’s water usage is greater than its shortage allocation. Excess Use Charges are further
described in Section 4 of the Tier 1 Shortage Plan (Attachment H).



“Existing Assets” refers to Regional and Hetch Hetchy Water-Only and Water-Related capital assets
plant in service as of June 30, 2009.



“Force Majeure Event” means an event not the fault of, and beyond the reasonable control of, the
party claiming excuse which makes it impossible or extremely impracticable for such party to
perform obligations imposed on it by this Agreement, by virtue of its effect on physical facilities
and their operation or employees essential to such performance. Force Majeure Events include (a) an
“act of God” such as an earthquake, flood, earth movement, or similar catastrophic event, (b) an
act of the public enemy, terrorism, sabotage, civil disturbance or similar event, (c) a strike,
work stoppage, picketing or similar concerted labor action, (d) delays in construction caused by
unanticipated negligence or breach of contract by a third party or inability to obtain essential
materials after diligent and timely efforts; or (e) an order or regulation issued by a federal or
state regulatory agency after the Effective Date or a judgment or order entered by a federal or
state court after the Effective Date.



“Fundamental Rights” of Wholesale Customers are their status as parties to this Agreement, their
allocation of water recognized in Section 3.02, their protection against arbitrary, unreasonable,
or unjustly discriminatory rates provided in Section 6.04, and any specific rights described in
Article 9.



“Hetch Hetchy Enterprise” refers to Hetch Hetchy Water and Power Enterprise, a SFPUC operating
department.




Attachment A, Page 3









 







“Include” and its variants mean “including but not limited to” whenever used in this Agreement,
regardless of whether or not it is capitalized.



“Indebtedness” includes revenue bonds, bond anticipation notes, certificates of participation
(excluding certificates of participation towards which SFPUC contributes debt service as an
operating expense), and commercial paper.



“Individual Water Sales Contract” refers to the contracts between each Wholesale Customer and San
Francisco contemplated in Section 9.01 that details customer-specific matters such as location of
service connections, service area maps and other matters specific to that customer.



“Individual Supply Guarantee” refers to each Wholesale Customer’s share of the Supply Assurance, as
shown in Attachment C.



“Interim Supply Allocation” refers to each Wholesale Customer’s share, to be established by the
SFPUC pursuant to Section 4.02, of the Interim Supply Limitation.



“Interim Supply Limitation” refers to the 265 MGD annual average limitation on water deliveries
until December 31, 2018 from Regional Water System watersheds imposed by the SFPUC in its approval
of the WSIP in Resolution Number 08-0200 dated October 30, 2008.



“Joint,” when used in connection with Hetch Hetchy Enterprise assets or expenses, refers to assets
used or expenses incurred in providing both water supply (“Water-Related”) and in the generation
and transmission of electrical energy (“Power-Related”).



“Local System Water” refers to Regional Water System water supplies developed in San Mateo, Alameda
and Santa Clara Counties or otherwise not produced by the Hetch Hetchy Enterprise under rights of
way granted by the Raker Act.



“MGD” refers to an average flow rate of one million gallons per day over a specific time period,
often a year. For example, one MGD is equal to 365 million gallons per year or 1,120 acre feet per
year.



“Net Annual Debt Service” refers to debt service less payments made from proceeds of Indebtedness
(e.g., capitalized interest), earnings on bond proceeds (e.g., reserve fund earnings) used to pay
Debt Service, and interest paid from renewed commercial paper, or from reserve fund liquidation.




Attachment A, Page 4









 







“New Assets” refers to Regional and Hetch Hetchy Water-Only and Water-Related capital assets added
to Regional Water System plant in service after June 30, 2009.



“New Regional Assets” refers to New Assets placed in service on or after July 1, 2009 that are used
and useful in delivering water to Wholesale Customers. The following four categories comprise New
Regional Assets:




          1. Water Enterprise Regional Assets




          2. Water Enterprise Direct Wholesale Assets




          3. Hetch Hetchy Water Only Assets




          4. Water-Related portion (45 percent) of Hetch Hetchy Joint Assets



“Power-Only,” when used with reference to Hetch Hetchy Enterprise capital costs and operating and
maintenance expenses, means capital costs and expenses that are incurred solely for the
construction and operation of assets used to generate and transmit electrical energy.



“Power-Related” refers to the power related portion (55%) of Joint Hetch Hetchy Enterprise assets
or expenses.



“Prepayment” refers to payments of principal and interest amounts not due in the year the
prepayment is made, as described in Section 5.03.



“Proportional Annual Use” means the shares of deliveries from the Regional Water System used by
City Retail Customers and by the Wholesale Customers in a fiscal year, expressed as a percentage.
The percentages of annual use are calculated each year as described in Section B of Attachment J
and are shown on lines 10 and 11 of Table 1 of that Attachment.



“Proportional Water Use” refers the general principle of allocating Regional Water System costs
based on the relative purchases of water by Retail and Wholesale Customers.



“Regional,” when used with reference to Water Enterprise capital assets and operating expenses,
refers to assets and expenses that benefit Wholesale and Regional Customers.



“Regional Water System” means the water storage, transmission and treatment system operated by the
SFPUC in Tuolumne, Stanislaus, San Joaquin, Alameda, Santa Clara, San Mateo and San Francisco
counties, including projects constructed under the WSIP, but excluding Direct Retail and Direct
Wholesale assets.




Attachment A, Page 5









 







“Retail Customers” means any customer that purchases water from San Francisco that is not a
Wholesale Customer, whether located inside or outside of San Francisco.



“Retail Service Area” means the areas where SFPUC sells water to Retail Customers.



“Retail Water” means water sold by the SFPUC to its Retail Customers within and outside San
Francisco.



“San Francisco” refers to the City and County of San Francisco.



“SFPUC” refers to the San Francisco Public Utilities Commission as an operating department of San
Francisco, the General Manager of which reports to the Commission.



“SFPUC Bureaus” refers to the portions of the SFPUC that provide support services to the SFPUC
Operating Departments. These presently consist of the General Manager’s Office, Business Services,
and External Affairs.



“SFPUC Operating Departments” refers to the Water, Hetch Hetchy and Wastewater Program Enterprises
under the control and management of the SFPUC pursuant to the San Francisco Charter.



“Substantially Expended”: A bond issue series is substantially expended when 98% of the proceeds
and investment earnings contributed to the project fund have been expended.



“Supply Assurance” means the 184 MGD maximum annual average metered supply of water dedicated by
San Francisco to public use in the Wholesale Service Area (not including San Jose and Santa Clara)
in the 1984 Agreement and Section 3.01 of this Agreement.



“Term” means the 25-year term commencing July 1, 2009, including one or both 5-year extensions
authorized by Section 2.02.A and B.



“Tier 1 Shortage Plan” refers to the Water Shortage Allocation Plan (Attachment H) adopted by the
SFPUC and the Wholesale Customers in conjunction with this Agreement describing the method for
allocating water between the SFPUC and the Wholesale Customers collectively for shortages of up to
20% of deliveries from the Regional Water System, as amended from time-to-time.




Attachment A, Page 6









 







“Water Enterprise” refers to the San Francisco Water Department (SFWD), an SFPUC Operating
Department.



“Water Management Charge” refers to the charge collected by San Francisco on behalf of BAWSCA for
local water resource development in the Wholesale Service Area pursuant to Section 3.06 of this
Agreement.



“Water-Only,” when used with reference to Hetch Hetchy Enterprise capital costs and operating and
maintenance expenses, means capital costs and expenses that are incurred solely for the
construction and operation of assets used to protect water quality or to provide for the delivery
of water for consumptive purposes.



“Water-Related” refers to the water related portion (45%) of Joint Hetch Hetchy Enterprise assets
or expenses.



“Water Supply Development Report” refers to the annual report prepared pursuant to Section 4.05,
and submitted to the Commission for purposes of estimating whether Regional Water System demand
will be within the Interim Supply Limitation by June 30, 2018.



“Wheeling Statute” refers to Article 4 of Chapter 11 of the California Water Code, as amended from
time to time.



“Wholesale Capital Fund” is the account established by the SFPUC for deposit of Wholesale Customer
revenue that is used to fund the wholesale share of revenue-funded New Regional Assets, as
described in Section 6.08.



“Wholesale Customer” or “Customers” means one or more of the 27 water customers identified in
Section 1.01 that are contracting for purchase of water from San Francisco pursuant to this
Agreement.



“Wholesale Revenue Coverage” refers to the additional dollar amount included in wholesale rates
each fiscal year that is charged to Wholesale Customers by the SFPUC for their proportionate share
of Debt Service coverage under Section 6.06.A.



“Wholesale Revenue Coverage Reserve” refers to the account established by the SFPUC for deposit of
Wholesale Revenue Coverage under Section 6.06.B.




Attachment A, Page 7









 







“Wholesale Revenue Requirement” means the calculated Wholesale Customer portion of SFPUC Regional
Water System capital and operating costs as determined in accordance with the provisions of Article
5 of this Agreement, formerly called the “Suburban Revenue Requirement” in the 1984 Agreement.



“Wholesale Service Area” means the combined service areas of the Wholesale Customers, as delineated
on the service area maps attached to each Individual Water Sales Contract.



“WSIP” refers to the Water System Improvement Program approved by the Commission in Resolution No.
08-0200 on October 30, 2008, as amended from time to time.




Attachment A, Page 8









 








ATTACHMENT B

WHOLESALE CUSTOMER REGIONAL WATER SYSTEM PURCHASES FY 2007-2008*

(To determine 75% approval process for Section 1.02)




	 	 	 	 	 
	WHOLESALE CUSTOMER	 	MGD
	Alameda County Water District
	 	 	12.90	 
	California Water Service Company
	 	 	37.72	 
	City of Brisbane
	 	 	0.23	 
	City of Burlingame
	 	 	4.50	 
	City of Daly City
	 	 	4.49	 
	City of East Palo Alto
	 	 	2.16	 
	City of Hayward
	 	 	19.33	 
	City of Menlo Park
	 	 	3.69	 
	City of Millbrae
	 	 	2.46	 
	City of Milpitas
	 	 	6.95	 
	City of Mountain View
	 	 	10.51	 
	City of Palo Alto
	 	 	12.72	 
	City of Redwood City
	 	 	11.01	 
	City of San Bruno
	 	 	1.86	 
	City of San Jose
	 	 	4.80	 
	City of Santa Clara
	 	 	3.49	 
	City of Sunnyvale
	 	 	10.52	 
	Coastside County Water District
	 	 	2.08	 
	Estero Municipal Improvement District
	 	 	5.51	 
	Guadalupe Valley Municipal Improvement District
	 	 	0.40	 
	Mid-Peninsula Water District
	 	 	3.25	 
	North Coast County Water District
	 	 	3.25	 
	Purissima Hills Water District
	 	 	2.31	 
	Skyline County Water District
	 	 	0.16	 
	Stanford University
	 	 	2.31	 
	Town of Hillsborough
	 	 	3.83	 
	Westborough Water District
	 	 	0.95	 
	Total
	 	 	173.39	 








 




			
	*	 	Source: SFPUC Commercial Division Records
	 
	 	 	Note: FY 2007-2008 was a Leap Year with 366 days.




 









 










ATTACHMENT C

INDIVIDUAL SUPPLY GUARANTEES




	 	 	 	 	 	 	 	 	 
	 	 	(1)	 	(2)
	WHOLESALE CUSTOMER	 	100 Cubic Feet *	 	MGD
	Alameda County Water District
	 	 	6,714,439	 	 	 	13.760	 
	California Water Service Company**
	 	 	17,320,807	 	 	 	35.499	 
	City of Brisbane
	 	 	224,435	 	 	 	0.460	 
	City of Burlingame
	 	 	2,553,753	 	 	 	5.234	 
	City of Daly City
	 	 	2,094,386	 	 	 	4.292	 
	City of East Palo Alto
	 	 	957,813	 	 	 	1.963	 
	City of Menlo Park
	 	 	2,174,231	 	 	 	4.456	 
	City of Millbrae
	 	 	1,538,120	 	 	 	3.152	 
	City of Milpitas
	 	 	4,504,533	 	 	 	9.232	 
	City of Mountain View
	 	 	6,567,648	 	 	 	13.460	 
	City of Palo Alto
	 	 	8,331,697	 	 	 	17.075	 
	City of Redwood City
	 	 	5,333,115	 	 	 	10.930	 
	City of San Bruno
	 	 	1,583,899	 	 	 	3.246	 
	City of Sunnyvale
	 	 	6,138,122	 	 	 	12.580	 
	Coastside County Water District
	 	 	1,061,453	 	 	 	2.175	 
	Estero Municipal Improvement District
	 	 	2,878,807	 	 	 	5.900	 
	Guadalupe Valley Municipal Improvement District
	 	 	254,436	 	 	 	0.521	 
	Mid-Peninsula Water District
	 	 	1,898,707	 	 	 	3.891	 
	North Coast County Water District
	 	 	1,872,928	 	 	 	3.838	 
	Purissima Hills Water District
	 	 	792,832	 	 	 	1.625	 
	Skyline County Water District
	 	 	88,537	 	 	 	0.181	 
	Stanford University
	 	 	1,479,764	 	 	 	3.033	 
	Town of Hillsborough
	 	 	1,995,644	 	 	 	4.090	 
	Westborough Water District
	 	 	644,172	 	 	 	1.320	 
	Total:***
	 	 	79,004,278	 	 	 	161.913	 








 




			
	*	 	100 Cubic feet equals MGD divided by 0.00000204946. Figures in this
column are calculated using unrounded MGD values and are more precise
than the figures listed in column (2).
	 
	**	 	Includes quantities from Los Trancos County Water District and Palomar Park Water District.
	 
	***	 	Total does not equal sum of MGD figures due to rounding. Total is not
184 MGD because table does not include the City of Hayward.
	 
	****	 	Cordilleras Mutual Water Association is not a party to this
Agreement, but it has its own Supply Assurance of 3,007 hundred cubic
feet (CCF).





 









 





ATTACHMENT D




PROCEDURE FOR PRO-RATA REDUCTION OF WHOLESALE CUSTOMERS’ INDIVIDUAL

SUPPLY GUARANTEES

(SECTION 3.02).




     The 23 wholesale customers listed on Attachment C have individual Supply Guarantees that
total approximately 161.9 MGD.



     If the amount of water purchased from SFPUC by Hayward exceeds 22.1 MGD for three consecutive
fiscal years, the individual Supply Guarantees of each of those 23 wholesale customers will be
reduced as described below.



STEP ONE:




     Obtain the average annual excess purchases during the three fiscal year period. For example,
assume Hayward uses 25.0 MGD, 24.2 MGD and 26.0 MGD in three consecutive years. The average annual
excess use for that period is 2.9 MGD; calculated as follows:






186.9 MGD – 184.0 MGD = 2.9 MGD




STEP TWO:




     Allocate the excess purchases among the 23 Wholesale Customers in proportion to each
customer’s Supply Guarantee as a percentage of the total Supply Guarantees (161.9 MGD as of FY
2009-10).



     For example, assume that Wholesale Customer A’s Supply Guarantee is 12.0 MGD. Wholesale
Customer A’s percentage share of the total individual supply guarantees is 0.074, calculated as
follows:







and its share of the excess use is 0.22 MGD, calculated as follows:








 









 








STEP THREE:




     Determine Wholesale Customer’s adjusted Supply Guarantee by subtracting the result of Step Two from
the Wholesale Customer’s Supply Guarantee:



12 MGD - 0.22 MGD = 11.78 MGD




**********




     Adjustments will be made at intervals comprised of distinct three-year periods of use by
Hayward in excess of 22.1 MGD rather than overlapping periods. For example, assuming that the first
adjustment were to occur in FY 2014-15 (based on use during FY 2011-12, FY 2012-13 and FY 2013-14),
a second adjustment will not occur earlier than three full fiscal years thereafter (ie., FY
2017-18, based on use by Hayward in FY 2014-15, FY 2015-16 and FY 2016-17). The figures used in the
second and subsequent adjustments will reflect previous adjustments. For example, a second
adjustment will use 158.9 MGD as the total of individual Supply Guarantees (161.6 MGD - 2.7 MGD =
158.9 MGD).



     For purposes of simplicity, the volumetric units used in the foregoing example are MGD. For
actual adjustment calculations, the unit employed will be hundreds of
cubic feet (“ccf”), the unit
by which the SFPUC measures water deliveries for billing purposes.





The procedure described and illustrated above is
independent of and unrelated to the establishment by
the SFPUC of Interim Supply Limitations described in
Article 4.







ATTACHMENT D Page 2 









 





ATTACHMENT E




MINIMUM ANNUAL PURCHASE QUANTITIES

(Section 3.07.C)




	 	 	 	 	 
	 	 	MINIMUM ANNUAL PURCHASE
	 	 	QUANTITY
	AGENCY	 	(IN MGD)
	Alameda County Water District
	 	 	7.648	 
	City of Milpitas
	 	 	5.341	 
	City of Mountain View
	 	 	8.930	 
	City of Sunnyvale
	 	 	8.930	 






 









 





ATTACHMENT F




WATER SALES CONTRACT




     This Contract, dated as of                                         , 2009, is entered into by and between the City
and County of San Francisco (“San Francisco”) and                                       
                   
                                                         



       
 
       
        
        
                
                
          
                
                 
                 
               
       (“Customer”).








RECITALS




     San Francisco and the Customer have entered into a Water Supply Agreement (“WSA”), which sets
forth the terms and conditions under which San Francisco will continue to furnish water for
domestic and other municipal purposes to Customer and to other Wholesale Customers. The WSA
contemplates that San Francisco and each individual Wholesale Customer will enter into an
individual contract describing the location or locations at which water will be delivered to each
customer by the San Francisco Public Utilities Commission (“SFPUC”), the customer’s service area
within which water so delivered is to be sold, and other provisions unique to the individual
purchaser. This Water Sales Contract is the individual contract contemplated by the WSA.



AGREEMENTS OF THE PARTIES



1. Incorporation of the WSA




     The terms and conditions of the WSA are incorporated into this Contract as if set forth in full
herein.



2. Term




     Unless explicitly provided to the contrary in Article 9 of the WSA, the term of this
Contract shall be identical to that provided in Section                      of the WSA.



 









 





3. Service Area




     Water delivered by San Francisco to the Customer may be used or sold within the service area shown
on the map designated Exhibit A attached hereto. Except as provided in Section                      of the WSA,
Customer shall not deliver or sell any water provided by San Francisco outside of this area
without the prior written consent of the General Manager of the SFPUC.



4. Location and Description of Service Connections




     Sale and delivery of water to Customer will be made through a connection or connections to the
SFPUC Regional Water System at the location or locations shown on Exhibit A attached hereto and
with the applicable present account number, description, connection size, and meter size shown on
Exhibit B attached hereto.



5. Interties With Other Systems.




     Customer maintains interties with neighboring water systems at the location or locations
shown on Exhibit A attached hereto and with the connection size(s) as shown on Exhibit C attached
hereto.



6. Billing and Payment




     San Francisco shall compute the amounts of water delivered and bill Customer therefor on a
monthly basis. The bill shall show the separate components of the charge (e.g., service,
consumption, demand). Customer shall pay the amount due within thirty (30) days after receipt of
the bill.



     If Customer disputes the accuracy of any portion of the water bill it shall (a) notify the
General Manager of the SFPUC in writing of the specific nature of the dispute and (b) pay the
undisputed portion of the bill within thirty (30) days after receipt. Customer shall meet with the
General Manager of the SFPUC or a delegate to discuss the disputed portion of the bill.



ATTACHMENT F, Page 2









 





7.,8.,9... Other Specialized Provisions




     [Certain Wholesale Customers will require additional provisions in their individual contracts
addressed to issues such as minimum and/or maximum water delivery quantities, prior authorized
wheeling arrangements, maximum expansion of the service area, etc. These and other provisions
addressing issues unique to the particular Wholesale Customer may be added here, subject to the
provisions of Section 9.01 of the WSA.]



     IN WITNESS WHEREOF, the parties hereto have executed this Contract, to become effective upon the
effectiveness of the WSA, by their duly authorized representatives.



	 	 	 	 	 
	CITY AND COUNTY OF SAN FRANCISCO
	Acting by and through its Public Utilities

 Commission
	 
	 	 	 	 
	BY

	 	 	 	Date:
                    , 2009
	 

	 	 	 	 
	 

	 	Edward Harrington	 	 
	 

	 	General Manager	 	 
	 
	 	 	 	 
	NAME OF WHOLESALE CUSTOMER
	 
	 	 	 	 
	BY

	 	 	 	Date:
                    , 2009
	 

	 	 	 	 
	 

	 	Name:	 	 
	 

	 	Title:	 	 







			
	Note:	 	This attachment is provided for the convenience of the prospective parties to the
Water Supply Agreement and associated individual contracts. The format may be modified as
desired by San Francisco and Wholesale Customer, subject to
Section 9.01 of the WSA.






ATTACHMENT F, Page 3











 





			
	 	 	 
	
	 	ATTACHMENT G





Water Quality

Notification and Communications Plan

Revision 4

January 2006





Updated by:

Water Quality Engineering

Olivia Chen Consultants, Inc.


 








 








Attachment H




Water Shortage Allocation Plan



This Interim Water Shortage Allocation Plan (“Plan”) describes the method for allocating water
between the San Francisco Public Utilities Commission (“SFPUC”) and the Wholesale Customers
collectively during shortages caused by drought. The Plan implements a method for allocating water
among the individual Wholesale Customers which has been adopted by the Wholesale Customers. The
Plan includes provisions for transfers, banking, and excess use charges. The Plan applies only when
the SFPUC determines that a system-wide water shortage due to drought exists, and all references to
“shortages” and “water shortages” are to be so understood. This Plan was adopted pursuant to
Section 7.03(a) of the 1984 Settlement Agreement and Master Water Sales Contract and has been
updated to correspond to the terminology used in the June 2009 Water Supply Agreement between the
City and County of San Francisco and Wholesale Customers in Alameda County, San Mateo County and
Santa Clara County (“Agreement”).




SECTION 1. SHORTAGE CONDITIONS



1.1. Projected Available SFPUC Water Supply. The SFPUC shall make an annual determination
as to whether or not a shortage condition exists. The determination of projected available water
supply shall consider, among other things, stored water, projected runoff, water acquired by the
SFPUC from non-SFPUC sources, inactive storage, reservoir losses, allowance for carryover storage,
and water bank balances, if any, described in Section 3.



1.2 Projected SFPUC Purchases. The SFPUC will utilize purchase data, including volumes of
water purchased by the Wholesale Customers and by Retail Customers (as those terms are used in the
Agreement) in the year immediately prior to the drought, along with other available relevant
information, as a basis for determining projected system-wide water purchases from the SFPUC for
the upcoming year.



1.3. Shortage Conditions. The SFPUC will compare the available water supply (Section 1.1)
with projected system-wide water purchases (Section 1.2). A shortage condition exists if the SFPUC
determines that the projected available water supply is less than projected system-wide water
purchases in the upcoming Supply Year (defined as the period from July 1 through June 30). When a
shortage condition exists, SFPUC will determine whether voluntary or mandatory actions will be
required to reduce purchases of SFPUC water to required levels.



1.3.1 Voluntary Response. If the SFPUC determines that voluntary actions will be sufficient
to accomplish the necessary reduction in water use throughout its service area, the SFPUC and the
Wholesale Customers will make good faith efforts to reduce their water purchases to stay within
their annual shortage allocations and associated monthly water use budgets. The SFPUC will not
impose excess use charges during periods of voluntary rationing, but may suspend the prospective
accumulation of water bank credits, or impose a ceiling on further accumulation of bank credits,
consistent with Section 3.2.1 of this Plan.




1









 




1.3.2 Mandatory Response. If the SFPUC determines that mandatory actions will be
required to accomplish the necessary reduction in water use in the SFPUC service area, the SFPUC
may implement excess use charges as set forth in Section 4 of this Plan.



1.4. Period of Shortage. A shortage period commences when the SFPUC determines that a
water shortage exists, as set forth in a declaration of water shortage emergency issued by the
SFPUC pursuant to California Water Code Sections 350 et seq. Termination of the water shortage
emergency will be declared by resolution of the SFPUC.




SECTION 2. SHORTAGE ALLOCATIONS



2.1. Annual Allocations between the SFPUC and the Wholesale Customers. The annual water
supply available during shortages will be allocated between the SFPUC and the collective Wholesale
Customers as follows:




	 	 	 	 	 	 	 	 	 
	Level of System Wide	 	Share of Available Water
	Reduction in Water Use	 	 	 	 	 	Wholesale Customers
	Required	 	SFPUC Share	 	Share
	 
	5% or less
	 	 	35.5	%	 	 	64.5	%
	6% through 10%
	 	 	36.0	%	 	 	64.0	%
	11% through 15%
	 	 	37.0	%	 	 	63.0	%
	16% through 20%
	 	 	37.5	%	 	 	62.5	%





The water allocated to the SFPUC shall correspond to the total allocation for all Retail
Customers.



2.2 Annual Allocations among the Wholesale Customers. The annual water supply allocated to
the Wholesale Customers collectively during system wide shortages of 20 percent or less will be
apportioned among them based on a methodology adopted by all of the Wholesale Customers, as
described in Section 3.11(C) of the Agreement. In any year for which the methodology must be
applied, the Bay Area Water Supply and Conservation Agency (“BAWSCA”) will calculate each
Wholesale Customer’s individual percentage share of the amount of water allocated to the Wholesale
Customers collectively pursuant to Section 2.1. Following the declaration or reconfirmation of a
water shortage emergency by the SFPUC, BAWSCA will deliver to the SFPUC General Manager a list,
signed by the President of BAWSCA’s Board of Directors and its General Manager, showing each
Wholesale Customer together with its percentage share and stating that the list has been prepared
in accordance with the methodology adopted by the Wholesale Customers. The SFPUC shall allocate
water to each Wholesale Customer, as specified in the list. The shortage allocations so
established may be transferred as provided in Section 2.5 of this Plan. If BAWSCA or all Wholesale
Customers do not provide the SFPUC with individual allocations, the SFPUC may make a final
allocation decision after first meeting and discussing allocations with BAWSCA and the Wholesale
Customers.



The methodology adopted by the Wholesale Customers utilizes the rolling average of each
individual Wholesale Customer’s purchases from the SFPUC during the three immediately




2









 







preceding Supply Years. The SFPUC agrees to provide BAWSCA by November 1 of each year a list
showing the amount of water purchased by each Wholesale Customer during the immediately preceding
Supply Year. The list will be prepared using Customer Service Bureau report MGT440 (or comparable
official record in use at the time), adjusted as required for any reporting errors or omissions,
and will be transmitted by the SFPUC General Manager or his designee.



2.3. Limited Applicability of Plan to System Wide Shortages Greater Than Twenty
Percent. The allocations of water between the SFPUC and the Wholesale Customers collectively,
provided for in Section 2.1, apply only to shortages of 20 percent or less. The SFPUC and Wholesale
Customers recognize the possibility of a drought occurring which could create system-wide shortages
greater than 20 percent despite actions taken by the SFPUC aimed at reducing the probability and
severity of water shortages in the SFPUC service area. If the SFPUC determines that a system wide
water shortage greater than 20 percent exists, the SFPUC and the Wholesale Customers agree to meet
within 10 days and discuss whether a change is required to the allocation set forth in Section 2.1
in order to mitigate undue hardships that might otherwise be experienced by individual Wholesale
Customers or Retail Customers. Following these discussions, the Tier 1 water allocations set forth
in Section 2.1 of this Plan, or a modified version thereof, may be adopted by mutual written
consent of the SFPUC and the Wholesale Customers. If the SFPUC and Wholesale Customers meet and
cannot agree on an appropriate Tier 1 allocation within 30 days of the SFPUC’s determination of
water shortage greater than 20 percent, then (1) the provisions of Section 3.11(C) of the Agreement
will apply, unless (2) all of the Wholesale Customers direct in writing that a Tier 2 allocation
methodology agreed to by them be used to apportion the water to be made available to the Wholesale
Customers collectively, in lieu of the provisions of Section 3.11(C).



The provisions of this Plan relating to transfers (in Section 2.5), banking (in Section 3), and
excess use charges (in Section 4) shall continue to apply during system-wide shortages greater than
20 percent.



2.4. Monthly Water Budgets. Within 10 days after adopting a declaration of water
shortage emergency, the SFPUC will determine the amount of Tier 1 water allocated to the Wholesale
Customers collectively pursuant to Section 2.1. The SFPUC General Manager, using the Tier 2
allocation percentages shown on the list delivered by BAWSCA pursuant to Section 2.2, will
calculate each Wholesale Customer’s individual annual allocation. The SFPUC General Manager, or his
designee, will then provide each Wholesale Customer with a proposed schedule of monthly water
budgets based on the pattern of monthly water purchases during the Supply Year immediately
preceding the declaration of shortage (the “Default Schedule”). Each Wholesale Customer may, within
two weeks of receiving its Default Schedule, provide the SFPUC with an alternative monthly water
budget that reschedules its annual Tier 2 shortage allocation over the course of the succeeding
Supply Year. If a Wholesale Customer does not deliver an alternative monthly water budget to the
SFPUC within two weeks of its receipt of the Default Schedule, then its monthly budget for the
ensuing Supply Year shall be the Default Schedule proposed by the SFPUC.



Monthly Wholesale Customer water budgets will be derived from annual Tier 2 allocations for
purposes of accounting for excess use. Monthly Wholesale Customer water budgets shall be adjusted
during the year to account for transfers of shortage allocation under Section 2.5 and




3









 







transfers of banked water under Section 3.4.



2.5. Transfers of Shortage Allocations. Voluntary transfers of shortage allocations
between the SFPUC and any Wholesale Customers, and between any Wholesale Customers, will be
permitted using the same procedure as that for transfers of banked water set forth in Section 3.4.
The SFPUC and BAWSCA shall be notified of each transfer. Transfers of shortage allocations shall
be deemed to be an emergency transfer and shall become effective on the third business day after
notice of the transfer has been delivered to the SFPUC. Transfers of shortage allocations shall be
in compliance with Section 3.05 of the Agreement. The transferring parties will meet with the
SFPUC, if requested, to discuss any effect the transfer may have on its operations.




SECTION 3. SHORTAGE WATER BANKING



3.1. Water Bank Accounts. The SFPUC shall create a water bank account for itself
and each Wholesale Customer during shortages in conjunction with its resale customer billing
process. Bank accounts will account for amounts of water that are either saved or used in excess
of the shortage allocation for each agency; the accounts are not used for tracking billings and
payments. When a shortage period is in effect (as defined in Section 1.4), the following
provisions for bank credits, debits, and transfers shall be in force. A statement of bank balance
for each Wholesale Customer will be included with the SFPUC’s monthly water bills.



3.2. Bank Account Credits. Each month, monthly purchases will be compared to the
monthly budget for that month. Any unused shortage allocation by an agency will be credited to
that agency’s water bank account. Credits will accumulate during the entire shortage period,
Subject to potential restrictions imposed pursuant to Section 3.2.1. Credits remaining at the end
of the shortage period will be zeroed out; no financial or other credit shall be granted for
banked water.



3.2.1. Maximum Balances. The SFPUC may suspend the prospective accumulation of credits in
all accounts. Alternatively, the SFPUC may impose a ceiling on further accumulation of credits in
water bank balances based on a uniform ratio of the bank balance to the annual water allocation.
In making a decision to suspend the prospective accumulation of water bank credits, the SFPUC
shall consider the available water supply as set forth in Section 1.1 of this Plan and other
reasonable, relevant factors.



3.3. Account Debits. Each month, monthly purchases will be compared to the budget
for that month. Purchases in excess of monthly budgets will be debited against an agency’s water
bank account. Bank debits remaining at the end of the fiscal year will be subject to excess use
charges (see Section 4).



3.4. Transfers of Banked Water. In addition to the transfers of shortage
allocations provided for in Section 2.5, voluntary transfers of banked water will also be
permitted between the SFPUC and any Wholesale Customer, and among the Wholesale Customers. The
volume of transferred water will be credited to the transferee’s water bank account and debited
against the transferor’s water bank account. The transferring parties must notify the SFPUC and
BAWSCA of each transfer in writing (so that adjustments can be made to bank accounts), and will
meet with the SFPUC, if requested, to discuss any affect the transfer may have on SFPUC
operations. Transfers of banked water shall be deemed to be an emergency transfer and shall become
effective on the third business day after notice of the transfer has been delivered to the SFPUC.




4









 







If the SFPUC incurs extraordinary costs in implementing transfers, it will give written notice to
the transferring parties within ten (10) business days after receipt of notice of the transfer.
Extraordinary costs means additional costs directly attributable to accommodating transfers and
which are not incurred in non-drought years nor simply as a result of the shortage condition
itself. Extraordinary costs shall be calculated in accordance with the procedures in the Agreement
and shall be subject to the disclosure and auditing requirements in the Agreement. In the case of
transfers between Wholesale Customers, such extraordinary costs shall be considered to be expenses
chargeable solely to individual Wholesale Customers and shall be borne equally by the parties to
the transfer. In the case of transfers between the SFPUC and a Wholesale Customer, the SFPUC’s
share of any extraordinary transfer costs shall not be added to the Wholesale Revenue Requirement.



3.4.1. Transfer Limitations. The agency transferring banked water will be allowed to
transfer no more than the accumulated balance in its bank. Transfers of estimated prospective
banked credits and the “overdrafting” of accounts shall not be permitted. The price of transfer
water originally derived from the SFPUC system is to be determined by the transferring parties and
is not specified herein. Transfers of banked water shall be in compliance with Section 3.05 of the
Agreement.




SECTION 4. WHOLESALE EXCESS USE CHARGES



4.1. Amount of Excess Use Charges. Monthly excess use charges shall be determined by the
SFPUC at the time of the declared water shortage consistent with the calendar in Section 6 and in
accordance with Section 6.03 of the Agreement. The excess use charges will be in the form of
multipliers applied to the rate in effect at the time the excess use occurs. The same excess use
charge multipliers shall apply to the Wholesale Customers and all Retail Customers. The excess use
charge multipliers apply only to the charges for water delivered at the rate in effect at the time
the excess use occurred.



4.2 Monitoring Suburban Water Use. During periods of voluntary rationing, water usage
greater than a customer’s allocation (as determined in Section 2) will be indicated on each SFPUC
monthly water bill. During periods of mandatory rationing, monthly and cumulative water usage
greater than a Wholesale Customer’s shortage allocation and the associated excess use charges will
be indicated on each SFPUC monthly water bill.



4.3. Suburban Excess Use Charge Payments. An annual reconciliation will be made of monthly
excess use charges according to the calendar in Section 6. Annual excess use charges will be
calculated by comparing total annual purchases for each Wholesale Customer with its annual shortage
allocation (as adjusted for transfers of shortage allocations and banked water, if any). Excess use
charge payments by those Wholesale Customers with net excess use will be paid according to the
calendar in Section 6. The SFPUC may dedicate excess use charges paid by Wholesale Customers toward
the purchase of water from the State Drought Water Bank or other willing sellers in order to
provide additional water to the Wholesale Customers. Excess use charges paid by the Wholesale
Customers constitute Wholesale Customer revenue and shall be included within the SFPUC’s annual
Wholesale Revenue Requirement calculation.





5









 








SECTION 5. GENERAL PROVISIONS GOVERNING WATER SHORTAGE

ALLOCATION PLAN



5.1. Construction of Terms. This Plan is for the sole benefit of the parties and shall not
be construed as granting rights to any person other than the parties or imposing obligations on a
party to any person other than another party.



5.2. Governing Law. This Plan is made under and shall be governed by the laws of the State
of California.



5.3. Effect on Agreement. This Plan describes the method for allocating water between the
SFPUC and the collective Wholesale Customers during system-wide water shortages of 20 percent or
less. This Plan also provides for the SFPUC to allocate water among the Wholesale Customers in
accordance with directions provided by the Wholesale Customers through BAWSCA under Section 2.2,
and to implement a program by which such allocations may be voluntarily transferred among the
Wholesale Customers. The provisions of this Plan are intended to implement Section 3.11(C) of the
Agreement and do not affect, change or modify any other section, term or condition of the
Agreement.



5.4. Inapplicability of Plan to Allocation of SFPUC System Water During Non-Shortage
Periods. The SFPUC’s agreement in this Plan to a respective share of SFPUC system water during
years of shortage shall not be construed to provide a basis for the allocation of water between the
SFPUC and the Wholesale Customers when no water shortage emergency exists.



5.5. Termination. This Plan shall expire at the end of the Term of the Agreement.. The
SFPUC and the Wholesale Customers can mutually agree to revise or terminate this Plan prior to that
date due to changes in the water delivery capability of the SFPUC system, the acquisition of new
water supplies, and other factors affecting the availability of water from the SFPUC system during
times of shortage.




SECTION 6. ALLOCATION CALENDAR



6.1. Annual Schedule. The annual schedule for the shortage allocation process is shown
below. This schedule may be changed by the SFPUC to facilitate implementation.




6









 




6.1.1



	 	 	 	 	 
	 	 	In All Years	 	Target Dates
	1.
	 	SFPUC delivers list of annual purchases by each
Wholesale Customer during the immediately preceding Supply Year	 	November 1
	 
	 	 	 	 
	2.
	 	SFPUC meets with the Wholesale Customers and presents
water supply forecast for the following Supply Year	 	February
	 
	 	 	 	 
	3.
	 	SFPUC issues initial estimate of available water supply	 	February 1
	 
	 	 	 	 
	4.
	 	SFPUC announces potential first year of drought (if
applicable)	 	February 1
	 
	 	 	 	 
	5.
	 	SFPUC and Wholesale Customers meet upon request to
exchange information concerning water availability and
projected system-wide purchases	 	February 1-May 31
	 
	 	 	 	 
	6.
	 	SFPUC issues revised estimate of available water supply,
and confirms continued potential shortage conditions, if
applicable	 	March 1
	 
	 	 	 	 
	7.
	 	SFPUC issues final estimate of available water supply	 	April
15th or
sooner if adequate
snow course
measurement data is
available to form a
robust estimate on
available water
supply for the
coming year.
	 
	 	 	 	 
	8.
	 	SFPUC determines amount of water available to Wholesale
Customers collectively	 	April
15th or
sooner if adequate
snow course
measurement data is
available to form a
robust estimate on
available water
supply for the
coming year.
	 
	 	 	In Drought Years	 	Target Dates
	9.
	 	SFPUC formally declares the existence of water shortage
emergency (or end of water shortage emergency, if applicable)
under Water Code Sections 350 et. seq.	 	April 15-31
	 
	 	 	 	 
	10.
	 	SFPUC declares the need for a voluntary or mandatory response	 	April 15-31
	 
	 	 	 	 
	11.
	 	BAWSCA submits calculation to SFPUC of individual Wholesale
Customers’ percentage shares of water allocated to Wholesale
Customers collectively	 	April 15-31
	 
	 	 	 	 
	12.
	 	SFPUC determines individual shortage allocations, based on
BAWSCA’s submittal of individual agency percentage shares to
SFPUC, and monthly water budgets (Default Schedule)	 	April 25—May 10
	 
	 	 	 	 
	13.
	 	Wholesale Customers submit alternative monthly water budgets
(optional)	 	May 8-May 24
	 
	 	 	 	 
	14.
	 	Final drought shortage allocations are issued for the Supply
Year beginning July 1 through June 30	 	June 1
	 
	 	 	 	 
	15.
	 	Monthly water budgets become effective	 	July 1
	 
	 	 	 	 
	16.
	 	Excess use charges indicated on monthly Suburban bills	 	August 1 (of the beginning
year) through June 30 (of the
succeeding year)
	 
	 	 	 	 
	17.
	 	Excess use charges paid by Wholesale Customers for prior year	 	August of the succeeding year





7








 








ATTACHMENT I




NOT USED




 









 





ATTACHMENT J




DEFINITIONS AND FORMULAS FOR

CALCULATING PROPORTIONAL ANNUAL WATER USE




TABLE OF CONTENTS



This Attachment contains four sections, three figures, and five tables.




	 	 	 	 	 
	 

	 	Section A:
	 	Water Meters
	 

	 	Section B:
	 	Calculation of Proportional Annual Water Use
	 

	 	Section C:
	 	Data Requirements and Schedule
	 

	 	Section D:
	 	County Line and In-City Terminal Reservoir Meter
Calibration and Maintenance
	 
	 	 	 	 
	 

	 	Figure 1:
	 	Locations of SFPUC County-Line Meters and In-City Terminal
Reservoirs
	 

	 	Figure 2:
	 	Generalized Schematic of Lake Merced Pump Station
	 

	 	Figure 3:
	 	Locations of System Input and In-Line Meters
	 
	 	 	 	 
	 

	 	Table 1:
	 	Base Usage and Allocation Rates
	 

	 	Table 2:
	 	Locations of SFPUC County-line Meters and In-City Terminal
Reservoirs
	 

	 	Table 3:
	 	Locations of SFPUC System Input and In-line Meters
	 

	 	Table 4:
	 	County-line Meters, In-City Terminal Reservoirs and
Associated Metering Equipment
	 

	 	Table 5:
	 	Meter Calibration and Maintenance Frequency






     Table 1 presents the format for the water usage and allocation rate calculations for reference
and to illustrate the definitions and formulas described in Sections A through C. Tables 2 and 3
list the meters whose locations are shown on Figures 1 and 3, respectively. Table




1









 




4 identifies the type of meter and associated metering equipment for the County-line Meters and
Terminal Reservoirs. Table 5 identifies the meter calibration and maintenance frequency for the
meters and equipment listed in Table 4.


SECTION A. WATER METERS


1. General


     The Agreement provides that certain operating and maintenance expenses and the capital cost of
certain categories of utility plant in service are to be allocated between San Francisco and the
Wholesale Customers on the basis of proportionate annual usage of the Regional Water System. The
purpose of this Attachment is to describe the meters and illustrate the method by which
proportionate annual usage will be calculated.


2. Units of Measurement, Rounding, Conversion


     The SFPUC will compile the usage data required to complete Table 1
annually. The units of measurement and conventions for converting and rounding will be as follows.


     The data in the Table 1 will be presented, and the calculations
contemplated by this Attachment shown, in units of millions of gallons per day (mgd), rounded to the nearest tenth of an mgd. Percentages (e.g., the City
and Wholesale usage rates) shall be carried to two digits to the right of the decimal point and
reduction factors shall be carried to four digits to the right of the decimal point. Data compiled
by the SFPUC in units of hundreds of cubic feet per year (ccf) shall be converted to mgd by
multiplying hundreds of cubic feet per year by 0.0000020493 (or 2.0493 x 10-6) for
non-leap years and 0.0000020437 (or 2.0437 x 10-6) for leap years.


     In rounding, if the rightmost digit dropped is 0 through 4, the preceding digit shall be left
unchanged; if the rightmost digit dropped is 5 through 9, the preceding digit shall be increased by
1.


2








 




3. Location of Meters/Gauges


     The SFPUC presently maintains meters and gauges that have been used to determine the
proportionate usage of the Regional Water System, in accordance with the methods and calculations
described in Exhibit J to the 1984 contract between San Francisco and the Wholesale Customers.
These meters consist of “County-Line Meters,” “In-City Terminal Reservoir Meters” and “System Input
and In-line Meters” as described in the following subsections. As new capital improvement projects
are designed and constructed by the SFPUC, it may be necessary for new meters to be installed to
ensure continued accurate determinations of the proportionate usage of the Regional Water System.
“Planned meters” are included in the following subsections where planned capital improvement
projects are likely to require the installation of additional meters.



	 	a.	 	County-line Meters





     The SFPUC presently maintains meters at or near the San Mateo-San Francisco County line to
measure flow through all transmission pipelines entering the City (“County-line Meters”). The
existing and planned County-line Meters are listed in Table 2 and shown on Figures 1 and 2.
Additional details pertaining to the County-line meters located at the Lake Merced Pump Station,
and specifically to water deliveries from the pump station to Sunset Reservoir, Sutro Reservoir,
and Lake Merced are provided below.


(1) County-Line deliveries to Sunset and Sutro Reservoirs


Water delivered to the City through the Sunset Supply Pipeline may be pumped from the
Lake Merced Pump Station to either Sunset Reservoir or Sutro Reservoir located within
the City. When water is pumped from the Lake Merced Pump Station to both Sunset and
Sutro reservoirs simultaneously, the recording instrumentation on the Sunset and Sutro
venturi meters are designed to record flows through both meters. When water is pumped to
Sutro Reservoir only (typically utilizing Pump No. 4 at the


3








 






Lake Merced Pump Station), the source water is from the Sunset Reservoir (not the
County-line), and the direction of flow through the Sunset venturi meter is reversed.
Under this pumping scenario, the recording instrumentation on the Sunset and Sutro
venturi meters are designed to not record flow on their respective recorders such that
the in-City transfer of water between Sunset and Sutro Reservoirs is not included as a
County-line delivery to the City. Figure 2 provides a generalized schematic of the Lake
Merced Pump Station and the typical direction of flow from the County-line, through the
pump station.




(2) County-line deliveries to Lake Merced




In order to raise and maintain water levels in Lake Merced, the SFPUC occasionally
delivers water directly from the Regional Water System to Lake Merced. Deliveries from
the Regional Water System to Lake Merced are accomplished at the Lake Merced Pump
Station. The procedure involves operating valves on the suction side of Sunset Pump No.
2 such that water may flow by gravity in the Sunset Supply Pipeline, from San Mateo
County, across the County-line and into San Francisco, through Lake Merced Pump Station
and into the Lake Merced wet well. A 16-inch pipeline connection on the suction side of
Sunset Pump No. 2 allows for deliveries of water to the wet well (see Figure 2). Water
deliveries from the Regional Water System to Lake Merced are considered County-line
deliveries and an in-City usage in the calculation of water allocation rates.




	 	b.	 	In-City Terminal Reservoirs





     Water usage by the City includes water deliveries from the SFPUC’s “terminal reservoirs.” The
terminal reservoirs are: 1) Sunset Reservoir, 2) University Mound Reservoir, and 3) Merced Manor
Reservoir. The terminal reservoirs are shown on Figure 1.




	 	c.	 	System Input and In-Line Meters





4









 





     The SFPUC presently measures water flow into and through the Regional System utilizing “System
Input and In-Line Meters.” The existing and planned System Input and In-Line Meters are listed in
Table 3 and shown on Figure 3.




	 	d.	 	Wholesale Customer Meters and City Retail Customer Meters Located
Outside the Boundaries of the City





     The SFPUC presently measures water deliveries from the Regional Water System to its Wholesale
Customers at various locations where the water delivery systems of the individual Wholesale
Customers tie into the Regional Water System. The meters at these locations are referred to as the
Wholesale Customers’ “master meters.” The SFPUC also measures water deliveries from the Regional
Water System to other customers located outside of the boundaries of the City that are not
Wholesale Customers. Water deliveries to the Wholesale Customers and Retail Customers outside the
City’s boundaries that receive water from the Regional Water System are accounted for by the
SFPUC’s Customer Service Division as described in Section B.



4. Replacement and Relocation of Meters, Gauges, and Recording Devices.




     The SFPUC presently equips all of its large venturi meters with differential pressure
transmitters. The smaller meters utilize other methods and equipment to register and record flows.
The SFPUC will maintain the meters, gauges, and recording devices described above in subsections
(a), (b), (c), and (d) unless and until such meters, gauges, and recording devices are replaced.



     The SFPUC may replace the meters, gauges, and recording devices described above in subsections
(a), (b), (c), and (d) or install new meters, gauges, and recording devices at new locations,
provided that such changes do not diminish the accuracy of the water flow measurements or impair
the ability of the SFPUC to separate direct City water use from water use by the wholesale
customers. Maintenance and calibration procedures for new or replaced equipment may change.
Modified maintenance and calibration procedures for new or replaced equipment will conform to
industry standards set forth in AWWA Manual M33, the applicable




5









 





standards in the International Society of Automation, and will implement the manufacturer’s
instructions for maintenance and calibration. The SFPUC will provide BAWSCA with advance written
notice of any such changes, together with a brief explanation of the reasons therefor and a
description of the type and location of the replacement. Such notice shall automatically amend the
list of meters, gauges, and recording devices set forth above in subsections (a), (b), (c), and
(d).



5. Recording of Water Flow Data





	 	a.	 	Flow Data





          The City shall record and maintain data measuring base water flow throughout the SFPUC
Regional Water System as necessary to determine proportional annual water usage.





	 	b.	 	Reservoir Data





          The SFPUC shall record and maintain data measuring the levels of the terminal reservoirs
described above in subsection A.3.b and shown on Figure 1 on an hourly basis. Flow values derived
from reservoir level readings for all reservoirs in the SFPUC wholesale system shall be calculated
using the tables contained in the SFPUC publication “Reservoir Data” (aka “The Weir Book”), which
set forth the relationship between reservoir levels and water volumes, as such tables may be
amended from time to time to reflect changes in the volumes of the various reservoirs. The tables
to be used initially shall be those from the current edition of The Weir Book.




SECTION B. CALCULATION OF PROPORTIONAL ANNUAL USAGE




     “Base rates” means the percentages of annual SFPUC deliveries attributed to the Wholesale
Customers and to City Retail Customers.



6









 





     The percentage of annual SFPUC metered deliveries attributed to the Wholesale Customers (i.e.,
the wholesale base rate) shall be calculated for each fiscal year as described below and
illustrated in Table 1. The item numbers listed below correspond to the item numbers listed in


Table 1.




	 	(1)	 	“Gross San Francisco County line base deliveries” shall equal the total amount
of water flowing into the City’s distribution system through transmission pipelines
entering the City, as measured by the County-Line Meters described in Section A.3.a.
and shown on Figures 1 and 2.
	 
	 	(2)	 	“Daly City base deliveries” shall equal the water flowing to Daly City through
meter accounts provided downstream of the County-Line meters or through SFPUC’s City
Distribution Division. At present these accounts are:






	 	(a)	 	CSPL1/Macdonald Avenue Service (Account number
010084-01-0)
	 
	 	(b)	 	Guttenberg Street Service (Account number 010013-01-3)
	 
	 	(c)	 	Carter Street Service (Account numbers
284070-01-8 and 284071-01-6)




These accounts represent a portion of the total deliveries to Daly City. The quantities of water
delivered to these four Daly City accounts are reported monthly in Form MGT441 by the SFPUC’s
Customer Service Division. These connections to meters are presently located within the City, and
thus record water which has already been recorded by the SFPUC’s master meters at the County
line. So long as this condition continues, Daly City base deliveries shall be subtracted from
“Gross San Francisco County line base deliveries.”





	 	(3)	 	“Net San Francisco base deliveries” shall equal the result of subtracting “Daly
City base deliveries” from “Gross San Francisco County line base deliveries.”




7









 






	 	(4)	 	“Other suburban raw water base deliveries” shall equal the sum of all deliveries of raw
(untreated) water to customers of the SFPUC located outside the City other than deliveries
to the Wholesale Customers. “Other suburban raw water base deliveries” include deliveries
of raw water in Alameda and San Mateo Counties to SFPUC Retail Customers, City departments
and commissions, and other users affiliated with San Francisco.
	 
	 	(5)	 	“Other suburban treated water base deliveries” shall equal the sum of all deliveries of
treated water to customers of the SFPUC located outside the City other than deliveries to the
Wholesale Customers. Other suburban treated water base deliveries include deliveries of
treated water to the SFPUC’s Retail Customers in San Mateo, Santa Clara and Alameda Counties
(such as NASA Ames Research Center and LLNL), to City departments and commissions and other
users affiliated with San Francisco (such as the San Francisco International Airport, the San
Francisco County Jail, and tenants of land owned by the City Recreation and Park Department).
	 
	 	(6)	 	“Other suburban base deliveries” shall equal the sum of “Other suburban raw water deliveries”
and “Other suburban treated water deliveries.” The combined amount of raw and treated water
delivered to suburban entities other than the Wholesale Customers is reported monthly in Form
MGT440 by the SFPUC’s Customer Service Division.
	 
	 	(7)	 	“Total City base usage” shall equal “Net San Francisco base deliveries” plus “Other
suburban base deliveries.”
	 
	 	(8)	 	“Total wholesale base usage” shall equal the sum of all metered deliveries to the Wholesale
Customers measured at their SFPUC master meters (including all deliveries to Daly City which
are comprised of deliveries through meters located outside San Francisco and meters located
inside San Francisco, deliveries through the latter of which are designated above in paragraph
B.1.2 as “Daly City base




8









 






	 	 	 	deliveries”). The quantity of water delivered to the individual Wholesale Customers,
and the combined amount of water delivered to all Wholesale Customers is reported
monthly in Form MGT440 by the SFPUC’s Customer Service Division.
	 
	 	(9)	 	“Total system base usage” shall equal “City base usage” plus “Wholesale base usage.”
	 
	 	(10)	 	“Wholesale base rate” shall equal the percentage obtained by dividing “Wholesale base usage”
by “Total system base usage.”
	 
	 	(11)	 	“City base rate” shall equal the percentage obtained by subtracting “Wholesale base rate”
from 100 percent.
	 
	 	(12)	 	“Base system input” shall equal all amounts of water supplied to the SFPUC Regional
Water System, which presently comes from the following sources:






	 	(a)	 	Hetch Hetchy water as measured at the venturi meters on the 58-inch, 61-
inch, and 78.5-inch San Joaquin Pipeline Nos. 1, 2, and 3 near Oakdale.
	 
	 	(b)	 	Water supplied by HHWPD to LLNL as measured at the customer meter. Water
delivered from the system to LLNL shall be deemed negative in sign for the purpose of
determining “Base system input.”
	 
	 	(c)	 	Hetch Hetchy water pumped from the Alameda siphons to San Antonio Reservoir
as measured at the venturi meter on the 60-inch San Antonio pipeline. Water delivered
from the system to San Antonio Reservoir shall be deemed negative in sign for the
purpose of determining “Base system input.”




9









 




	 	(d)	 	Sunol Valley Water Treatment Plant as measured at the meter on the 78-inch effluent
pipeline.
	 
	 	(e)	 	Harry Tracy Water Treatment Plant as measured at the venturi meters on the 60-inch and
78-inch effluent pipelines.
	 
	 	(f)	 	Raw water deliveries to all SFPUC Retail Customers outside the City boundaries as measured at
the customer meter. These deliveries are considered positive for the purposes of Table 1.
Currently, raw water deliveries to the system are represented by the following account numbers
contained in Form MGT440 prepared by the SFPUC’s Customer Service Division:




266081-01-7 (Calaveras Nursery)

266081-02-5 (Calaveras Nursery)

264355-01-7 (Caltrans)

266084-02-9 (Color Spot Nursery)

272701-02-0 (Color Spot Nursery)

266069-02-0 (Crystal Springs Golf Course)

266078-02-1 (Dell Franklin)

266078-01-3 (Dells Nursery)

266084-01-1 (Hi-C Nursery)

272701-01-2 (Hi-C Nursery)

284112-01-8 (Hansen Aggregates)

266084-03-7 (Jeff Anhorn Nursery)

272701-03-8 (Jeff Anhorn Nursery)

266079-02-9 (Mission Valley Rock)

281043-01-8 (Mission Valley Rock)

267618-02-3 (Nagata Farms)

267618-01-5 (Nagata Farms)

266090-01-8 (Naka Nursery)




10









 







266091-01-6 (Naka Nursery)

266090-02-6 (Naka Nursery)

266091-02-4 (Naka Nursery)

264315-02-9 (Pacific Nurseries)

266076-01-7 (Sunol Christmas Tree Farm)

266076-02-5 (Sunol Tree Farm)

276095-01-5 (Sunol Valley Golf & Recreation)

266077-02-3 (Ura Farm)

264352-01-4 (Ura, John)

266075-01-9 (Valley Crest)

268276-01-1 (Valley Crest Nursery)

266093-01-2 (Valley Crest Tree Company)

268426-02-0 (Valley Crest Tree Company)

266075-02-7 (Valley Crest Tree Company)

266093-02-0 (Valley Crest Tree Company)

268276-02-9 (Valley Crest Tree Company)

266082-01-5 (Western Star Nursery)

266089-01-0 (Western Star Nursery)

267254-02-7 (Western Star Nursery)

266082-02-3 (Western Star)

266089-02-8 (Western Star)

267254-03-5 (Western Star)





	 	(g)	 	Raw water deliveries from Pilarcitos Reservoir and Crystal Springs Reservoir to Coastside
County Water District as measured at the customer meters. These deliveries are considered
positive for the purposes of Table 1. Currently, raw water deliveries to Coastside County
Water District from both reservoirs are represented under account number 010027-01-9 contained
in Form MGT441 prepared by the SFPUC’s Customer Service Division:




11









 






	 	(h)	 	Crystal Springs Balancing Reservoir. The flow into or out of the Crystal Springs
Balancing Reservoir shall be calculated based on the changes in the amounts of water
stored in the reservoir. The amounts of water stored shall be determined by the use of
water level sensors, and the application of water level readings to a water level-storage
capacity table. Decreases in storage, which indicate a flow from the Balancing Reservoir
into the system, shall be deemed positive in sign. Increases in storage, which indicate a
flow into the Balancing Reservoir from the system, shall be deemed negative in sign. Over
the period of a year, the total flows into and out of Crystal Springs Balancing Reservoir
are nearly equivalent. As such, total system input from Crystal Springs Reservoir shall be
deemed zero for calculating current base rates.
	 
	 	(i)	 	Deliveries to Crystal Springs Reservoir as measured by the overflow weir at the Pulgas
Pump Station. Deliveries from the system to Crystal Springs Reservoir (“spills”) shall be
deemed negative in sign for the purpose of determining “Base system input.”
	 
	 	(j)	 	Terminal Reservoirs. The “terminal reservoirs” consist of Sunset
Reservoir, University Mound Reservoir, and Merced Manor Reservoir, each located within the
City of San Francisco. The flow into or out of the terminal reservoirs shall be calculated
based on the changes in the amounts of water stored in them. The amounts of water stored
shall be determined by the use of water level sensors, and the application of water levels
to water level-storage capacity tables. Over the period of a year, the total flows into
and out of terminal reservoirs are nearly equivalent. As such, total system input from the
terminal reservoirs shall be deemed zero for calculating base rates.
	 
	 	(k)	 	Other Sources. Other sources of flow into, or from, the Regional Water System, shall be
accounted for as “other sources.” Examples of other




12









 






	 	 	 	sources of system input would include intertie water deliveries between the
Regional System and the Santa Clara Valley Water District, and between the Regional
System and the East Bay Municipal Utilities District, and deliveries of raw water
from Crystal Springs Reservoir in the event of an emergency. Flows from the system
shall be deemed negative in sign for the purpose of determining “Base system
input.”






	 	(13)	 	“Total base system input” shall equal the sum of the system inputs from the sources
described in paragraph B.1.12.
	 
	 	(14)	 	“Joint system loss reduction factor” shall equal “Total system base usage” divided by “Total
base system input.” “Joint system loss reduction factor” shall not exceed 1.0.
	 
	 	(15)	 	“Daly City reduction factor” shall equal “Net San Francisco base deliveries” divided by
“Gross San Francisco County line base deliveries.” “Daly City reduction factor” shall
not exceed 1.0.
	 
	 	(16)	 	“Total suburban base deliveries” shall equal “Other suburban base deliveries” plus “Total
wholesale base usage.”
	 
	 	(17)	 	“Suburban reduction factor” shall equal “Wholesale base usage” divided by “Total suburban
base deliveries.” “Suburban reduction factor” shall not exceed 1.0.
	 
	 	(18)	 	“HHWPD Deliveries above Oakdale” shall equal the total amount of water delivered by the
HHWPD to users located above the system input meters in Oakdale. Water users located
above the system input meters in Oakdale are currently represented by Groveland
Community Services District and the HHWPD facility at Moccasin.




13









 






	 	(19)	 	“HH Reduction Factor” is calculated for the purpose of determining the
Wholesale Customers’ share of the Hetch Hetchy Assessment. The factor shall equal a
fraction, the numerator of which is the total system input measured at the Oakdale
meters (Table 1, line 12.a) and the denominator of which is the sum of the total
system input measured at the Oakdale meters (Table 1, line 12.a) plus the total
“HHWPD deliveries above Oakdale” (Table 1, line 18).





SECTION C. DATA REQUIREMENTS AND SCHEDULE




1. Collection and Dissemination of Data




     The SFPUC presently compiles daily flow data for the County-line meters, System Input and
In-Line Meters, and daily reservoir water level data, and provides copies of that data to the
Wholesale Customers (through BAWSCA) on a monthly basis. The SFPUC also provides copies of
wholesale “Suburban Resale” and City Retail water usage data to BAWSCA on a monthly basis.
Additionally, the SFPUC provides BAWSCA access to flow data for the meters as reported and recorded
by the SFPUC’s SCADA system.



     The SFPUC shall continue to provide the flow and water usage data described above to BAWSCA on
a monthly basis, and shall continue to allow BAWSCA access to the SCADA system data, so that a
coordinated effort between the SFPUC and BAWSCA will allow for updating Table 1 of this Attachment
annually on a timely basis.



     It shall continue to be the SFPUC’s responsibility to compile the data necessary to update
Table 1 of this Attachment annually and the City shall deliver to BAWSCA, for review and approval,
copies of the updated Table 1 by September 15 for the fiscal year ending the preceding June 30, as
shown by the schedule contained in Section C.3.



14









 





     Upon reasonable notice to the General Manager of the SFPUC, BAWSCA shall be given access to
all water flow and usage records compiled by the SFPUC, including raw data, at reasonable times
during business hours and shall have the right to copy such records and data at its expense.



2. Lack of Data




     The parties recognize that, because of human error, mechanical failure, or other unplanned
events, portions of the data required for the calculation of the usage rates and ratios described
in Sections B and C of this Attachment occasionally may be unavailable or incorrect. In the event
that such data are unavailable or inaccurate, the SFPUC shall make a reasonable estimate of the
unavailable or incorrect data or use the most accurate alternative data that are available, and
substitute the estimate therefor.



     If the SFPUC uses an estimate of the unavailable or inaccurate data or alternative data, it
shall provide BAWSCA with the following:



     (1) a description of the unavailable or inaccurate data and the estimation or substitution of
data used therefor;



     (2) an explanation of the cause of the missing or inaccurate data and the reasons
underlying the SFPUC’s estimation or substitution of alternate data; and



     (3) a statement of how the error or malfunction that caused the unavailability or
inaccuracy of the data will be avoided in the future.



     The SFPUC shall provide this information to BAWSCA upon calculation by the SFPUC of the usage
rates and ratios described in this Attachment for the fiscal year in question.




15









 








3. Schedule for Completing the Annual Calculations of Water Usage Rates




     The parties recognize the importance of updating Table 1 of this Attachment annually in a
timely manner, and that historically, doing so has required a coordinated effort between the SFPUC
and BAWSCA. To assure timely completion of the annual calculations of water usage rates and ratios,
the parties agree to adhere to the following schedule.



     (1) By August 15: The SFPUC shall forward to BAWSCA all data for the fiscal year ending the
preceding June 30, necessary to make a determination of the base water usage and base allocation
rates for the Wholesale Customers and the City.



     (2) By September 15. The City shall deliver to BAWSCA, for review and approval, draft copies
of the updated Table 1 for the fiscal year ending the preceding June 30.



     (3) Between September 15 and October 15. The SFPUC and BAWSCA shall reconcile any
discrepancies or inaccuracies in the draft calculations of water usage rates and shall reach
agreement on a final updated Table 1 for the fiscal year ending the preceding June 30.



     (4) By November 1. The SFPUC shall deliver to BAWSCA a finalized updated Table 1, signed by
the SFPUC General Manager, or appropriate designee, representing the water usage rates agreed upon
by the SFPUC and BAWSCA, for the fiscal year ended June 30.



     (5) By November 15. BAWSCA shall return the finalized Table 1 to the SFPUC, counter-signed by
the BAWSCA General Manager/CEO. If the SFPUC does not receive the countersigned Table 1 from BAWSCA
by November 15, it may use the water use data as contained in the Table 1 delivered pursuant to
paragraph (4) above, subject to arbitration as provided in section 8.01 of the Agreement.



16









 





SECTION D. COUNTY LINE AND IN-CITY TERMINAL RESERVOIR METER CALIBRATION AND MAINTENANCE




1. General




     This section refers only to the County-Line and In-City Terminal Reservoir Meters. The term
“meter(s)” includes the primary meter itself (most of the primary meters in the SFPUC’s water
system are Venturi-type flow meters) as well as any and all of the associated equipment used to
measure, record, and transmit flow and water level data. The metering equipment associated with the
primary metering device (also referred to as the secondary metering equipment) includes
differential pressure transmitters, recorders, telecommunications equipment and the portion of the
SFPUC’s Supervisory Control and Data Acquisition (SCADA) System that is used to transmit flow and
water level measurements from the water meter to the computer terminal that records the measured
data.



     The County-Line and In-City Terminal Reservoir meters, their general locations, and their
associated metering equipment are listed in 

Table 4.



2. Frequency and Type of Work to be Performed




     The meters, water level sensors, and associated metering equipment are to be inspected,
tested, calibrated, and maintained according to the applicable meter calibration and maintenance
frequency specified in Table 5.



3. Components of the Calibration and Maintenance Work




17









 





     The SFPUC will contract with an independent metering consultant to perform periodic
inspections, testing, servicing and calibrations of the meters and metering equipment for the
County-line meters and In-City Terminal Reservoirs. The metering consultant’s calibration and
maintenance work will include the following components:


•    Annual Pitot Tube Tests: Pitot tube flow tests shall be performed once a year on all
Venturi-type flow meters. See Sections 4.b and 4.c for further detail.



•    Quarterly Secondary Meter Equipment Testing and Calibration: The secondary metering equipment
shall be tested for accuracy and calibrated quarterly at five input levels (0%, 25%, 50%, 75% and
100% of the full range of flow). See Section 4.a for further detail.



•    Cleaning: Clean and remove dust, oils, dirt, etc. from all instruments.



•    Flushing: Flush and clean Venturi tube differential pressure (D/P) sensing lines.



•    Inspecting: Inspections for mechanical fatigue, leaky pipes and fittings, worn parts, and
improper operation of electrical/electronic equipment.



•    Lubrication: Mechanical parts shall be lubricated as needed.




4. Calibration Procedures




     The metering consultant shall continue to calibrate and maintain the County-line meters and
metering equipment listed in Table 4 in accordance with the frequency of work specified in Table 5.
The work includes documenting meter readings and accuracy before and after calibration. Specific
tasks to be completed by the metering consultant are as follows:




	a)	 	Quarterly testing and calibration. The secondary metering equipment shall be tested
and calibrated quarterly using NIST Traceable test equipment, and a “dead weight tester.”




18









 






	 	 	The system loop error for the secondary metering equipment is determined by connecting its
output to the differential pressure transmitter and adjusting the dead weight tester to 5
places over the full range of flow: 0%, 25%, 50%, 75% and 100%, while all instruments in the
loop are connected. For water level transmitters, provide simulated test head equal to full
range of the transmitter being calibrated, comparing the simulated test head to its 4-20
milliamp output signal to determine transmitter error and calibration requirements. The
system loop error for the secondary metering equipment may not exceed +/-2%. The individual
components of the secondary metering equipment shall also be tested at the same 5 input
levels and calibrated as necessary to ensure the error of the system and individual
components does not exceed +/- 2%.
	 
	b)	 	Annual Pitot Tube Testing and Calibration. Annual Pitot tube testing shall be
conducted for a comparison of flow totalized by the Pitot tube test equipment and the
totalizer used by the SFPUC for water measurement and billing purposes. Annual Pitot tube flow
testing shall be performed on all flow meters for assessment of Venturi error using the
Annubar continuous flow method at 22% of the pipe radius. Pitot tube flow testing must be
conducted continuously for a minimum of 30 minutes per test.
	 
	 	 	The Pitot tube flow tests are first performed before any of the secondary metering
instruments are calibrated to determine the total system error (system consisting of the
primary metering device and secondary metering equipment). Once the total system loop error
has been established, perform secondary loop instrument testing and calibration as per the
quarterly testing and calibration procedures described in 4.a above. If the total system
error exceeds +/- 2% after calibration of the secondary metering equipment, minor
adjustments to the differential pressure transmitter shall be made to correct (calibrate)
the error in the Venturi meter. Repeat Pitot tube testing must be performed after the
individual instrument calibration and differential pressure transmitter adjustments have
been performed to establish that total system loop error is within +/-2%.




19









 






	c)	 	Pitot tube testing shall be conducted at a flow rate representing the typical flow for
the meter (and, if operationally possible, at three different flows ranging from a minimum
to near maximum capacity flow).
	 
	d)	 	The metering consultant shall perform the meter testing and calibration procedures
utilizing the meter characteristic curves (for example, the pressure drop
vs. flow for a Venturi meter) that have been obtained during previous meter
calibration and maintenance work.
	 
	e)	 	During each quarterly site visit, the metering consultant shall inspect, assess and document
the condition of all metering equipment, including meter, gauges, indicators, recorders,
transmitters and other instrumentation, used in the measurement and recording of flow rates
and cumulative flow totals and shall document all operational problems with the calibration
instruments and meters during the calibration process. Problems may include air entrainment,
leakage, flow disturbance and unstable meter readings.
	 
	f)	 	Prior to each quarterly site visit, the metering consultant shall review prior
calibration records and reports for each meter to determine if previously-identified
errors or equipment deficiencies were corrected as previously recommended.
	 
	g)	 	Each quarter, the metering consultant shall submit a final report (See Section 6) containing
all of the calibration results for each meter tested and calibrated during the quarter. The
metering consultant’s report shall include a narrative description of the work conducted on
each meter and meter calibration reports for the individual metering equipment. The quarterly
report shall also address deficiencies that were not previously corrected according to the
recommendations made in the prior report.





5. Calibration Instruments




     The instrument used for flow testing of the primary meter (Venturi) must meet the
accuracy standards required by the American Water Works Association (AWWA), and be




20









 







capable of measuring actual flows with an error of less than +/- 2%. If a particular calibration
instrument is not rated for accuracy by the AWWA, its accuracy will be determined by reference to
its manufacturer’s representations as to accuracy.




6. Calibration Reports




     Within fourteen (14) working days after the beginning of each quarter, the metering consultant
shall submit a written progress report of the work performed during the previous quarter. Each
quarterly report will describe the results of the meter calibrations and any other tasks performed.
The report will also include comments regarding any observations of abnormal conditions and any
recommendations regarding these meters and their related equipment.



     The reports must include complete descriptions and status of meters and related equipment,
dates and times of service, all calibration specifics, pipeline dimensions, range of flow rates and
totalized volumes, before and after error analysis and accuracy levels achieved, testing equipment
used, and the name(s) of the person(s) that performed the work.



     When appropriate and necessary, the metering consultant shall provide recommendations for
improving the accuracy and reliability of the equipment and/or the methods of data collection. If,
in the opinion of the metering consultant, the condition of a meter or its associated metering
equipment is found to be defective, damaged, or otherwise in need of immediate repair or
replacement, the metering consultant shall: 1) promptly notify the appropriate SFPUC personnel of
the problem and recommend a solution to the problem so that the SFPUC can determine how to address
it and, 2) include the problem description in its quarterly report.



21









 










 









 













 









 














 











 





Table 1

Base Usage (mgd) and Allocation Rates




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	(1)	 	(2)	 	 	(3)	 	(4)	 	(5)	 	(6)	 	(7)	 	(8)
	Usage	 	Definition	 	 	2004-05	 	2005-06	 	2006-07	 	2007-08	 	2008-09	 	2009-10
	1. Gross S.F. Co. line
	 	 	B.1	 	 	 	 	79.5	 	 	 	78.3	 	 	 	75.7	 	 	 	 	 	 	 	 	 	 	 	 	 
	2. Daly City portion
	 	 	B.2	 	 	 	 	0.2	 	 	 	0.2	 	 	 	0.2	 	 	 	 	 	 	 	 	 	 	 	 	 
	3. Net S.F.
	 	 	(1-2	)	 	 	 	79.3	 	 	 	78.1	 	 	 	75.5	 	 	 	 	 	 	 	 	 	 	 	 	 
	4. Other suburban raw water
	 	 	B.4	 	 	 	 	0.4	 	 	 	0.5	 	 	 	0.7	 	 	 	 	 	 	 	 	 	 	 	 	 
	5. Other suburban treated water
	 	 	B.5	 	 	 	 	4.1	 	 	 	3.4	 	 	 	3.9	 	 	 	 	 	 	 	 	 	 	 	 	 
	6. Total other suburban
	 	 	(4+5	)	 	 	 	4.5	 	 	 	3.9	 	 	 	4.6	 	 	 	 	 	 	 	 	 	 	 	 	 
	7. Total City usage
	 	 	(3+6	)	 	 	 	83.8	 	 	 	82.0	 	 	 	80.1	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	8. Total wholesale usage
	 	 	B.8	 	 	 	 	167.4	 	 	 	164.4	 	 	 	175.8	 	 	 	 	 	 	 	 	 	 	 	 	 
	9. Total system usage
	 	 	(7+8	)	 	 	 	251.2	 	 	 	246.4	 	 	 	255.9	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	10. Wholesale alloc. rate
	 	 	(8/9	)	 	 	 	66.63	%	 	 	66.72	%	 	 	68.70	%	 	 	 	 	 	 	 	 	 	 	 	 
	11. City alloc. rate
	 	 	(100%-10	)	 	 	 	33.37	%	 	 	33.28	%	 	 	31.30	%	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	12a. HHWPD input (Oakdale)
	 	 	B.12	 	 	 	 	194.7	 	 	 	202.6	 	 	 	227.3	 	 	 	 	 	 	 	 	 	 	 	 	 
	12b. Deliveries to LLNL
	 	 	B.12	 	 	 	 	-0.4	 	 	 	-0.9	 	 	 	-0.9	 	 	 	 	 	 	 	 	 	 	 	 	 
	12c. HH to San Ant. Res.
	 	 	B.12	 	 	 	 	-3.8	 	 	 	-1.8	 	 	 	-11.6	 	 	 	 	 	 	 	 	 	 	 	 	 
	12d. Sunol Valley WTP
	 	 	B.12	 	 	 	 	28.5	 	 	 	29.4	 	 	 	17.6	 	 	 	 	 	 	 	 	 	 	 	 	 
	12e. Harry Tracy WTP
	 	 	B.12	 	 	 	 	45.2	 	 	 	40.4	 	 	 	41.2	 	 	 	 	 	 	 	 	 	 	 	 	 
	12f. Raw water deliveries
	 	 	B.12	 	 	 	 	0.4	 	 	 	0.4	 	 	 	0.7	 	 	 	 	 	 	 	 	 	 	 	 	 
	12g. Deliveries to Coastside Co. WD
	 	 	B.12	 	 	 	 	1.8	 	 	 	1.6	 	 	 	2.1	 	 	 	 	 	 	 	 	 	 	 	 	 
	12h. Crys. Sprs. Bal. Res.
	 	 	B.12	 	 	 	 	0.0	 	 	 	0.0	 	 	 	0.0	 	 	 	 	 	 	 	 	 	 	 	 	 
	12i. Spill to CS Res.
	 	 	B.12	 	 	 	 	-19.9	 	 	 	-42.6	 	 	 	-37.1	 	 	 	 	 	 	 	 	 	 	 	 	 
	12j. Terminal Reservoirs
	 	 	B.12	 	 	 	 	0.0	 	 	 	0.0	 	 	 	0.0	 	 	 	 	 	 	 	 	 	 	 	 	 
	12k. Other sources
	 	 	B.12	 	 	 	 	0.0	 	 	 	1.9	 	 	 	3.8	 	 	 	 	 	 	 	 	 	 	 	 	 
	13. Total system input
	 	 	B.13	 	 	 	 	246.5	 	 	 	231.0	 	 	 	243.1	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	14. Jt. sys. loss red. fact.
	 	 	(9/13	)	 	 	 	1.0000	 	 	 	1.0000	 	 	 	1.0000	 	 	 	 	 	 	 	 	 	 	 	 	 
	15. Daly City red. factor
	 	 	(3/1	)	 	 	 	0.9975	 	 	 	0.9974	 	 	 	0.9974	 	 	 	 	 	 	 	 	 	 	 	 	 
	16. Total suburban
	 	 	(6+8	)	 	 	 	171.9	 	 	 	168.3	 	 	 	180.4	 	 	 	 	 	 	 	 	 	 	 	 	 
	17. Suburban red. factor
	 	 	(8/16	)	 	 	 	0.9736	 	 	 	0.9768	 	 	 	0.9745	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18. HHWPD Deliveries above Oakdale
	 	 	B.18	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	19. HH Reduction Factor
	 	 	B.19	 	 	 	 	99.56	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



















 





Table 2

Locations of SFPUC County-Line Meters and In-City Terminal Reservoirs




County-Line Meters




	 	 	 	 	 
	Meter	 	Pipeline	 	Location
	1

	 	Sunset
	 	Lake Merced Pump Station
	2

	 	Sutro
	 	Lake Merced Pump Station
	3

	 	Lake Merced Outfall
	 	Lake Merced Pump Station
	 
	 	 	 	 
	4

	 	San Andreas No. 2
	 	Junipero Serra (Hwy. 280) South of Belle Ave.
	5

	 	Crystal Springs No. 1
	 	PG&E Martin Service Center Yard
	6

	 	Crystal Springs No. 2
	 	Tamasco Ct. South of Sunnydale Ave.
	 
	 	 	 	 
	A

	 	San Andreas No. 3 (Planned)
	 	To be determined






In-City Terminal Reservoirs




	 	 	 	 	 
	Meter	 	Reservoir	 	Location
	7

	 	Sunset Reservoir
	 	26th Avenue and Ortega
	8

	 	University Mound Reservoir
	 	University Avenue and Bacon
	9

	 	Merced Manor Reservoir
	 	23rd Avenue and Ocean






 









 





Table 3

Locations of SFPUC System Input and In-Line Meters




	 	 	 	 	 
	Meter	 	Pipeline	 	Location
	10

	 	San Joaquin Pipeline No. 1
	 	Albers Road, South of Oakdale in Stanislaus County
	11

	 	San Joaquin Pipeline No. 2
	 	Same as San Joaquin Pipeline No. 1
	12

	 	San Joaquin Pipeline No. 3
	 	Same as San Joaquin Pipeline No. 1
	 
	 	 	 	 
	13

	 	San Antonio Pipeline
	 	San Antonio Pump Station
	14

	 	Sunol Valley WTP Effluent
	 	San Antonio Pump Station
	15

	 	Calaveras Pipeline
	 	Sunol Valley Water Treatment Plant
	 
	 	 	 	 
	16

	 	Irvington — Bay Division Pipeline No. 1
	 	Driscoll Road in Fremont
	17

	 	Irvington — Bay Division Pipeline No. 2
	 	Same as Irvington Bay Division Pipeline No. 1
	18

	 	Irvington — Bay Division Pipeline No. 3
	 	Mission Boulevard in Fremont
	19

	 	Irvington — Bay Division Pipeline No. 4
	 	Same as Irvington Bay Division Pipeline No. 3
	 
	 	 	 	 
	20

	 	Pulgas — Bay Division Pipeline No. 1
	 	Hassler Road at Pulgas Valve Lot
	21

	 	Pulgas — Bay Division Pipeline No. 2
	 	Same as Pulgas Bay Division Pipeline No. 1
	22

	 	Pulgas — Bay Division Pipeline No. 3
	 	Same as Pulgas Bay Division Pipeline No. 1
	23

	 	Pulgas — Bay Division Pipeline No. 4
	 	Same as Pulgas Bay Division Pipeline No. 1
	 
	 	 	 	 
	24

	 	Crystal Springs Reservoir Outfall
	 	Canada Road near Pulgas Temple
	 
	 	 	 	 
	25

	 	Harry Tracy WTP Effluent — Sunset Supply
	 	Harry Tracy Water Treatment Plant
	26

	 	Harry Tracy WTP Effluent — San Andreas Supply
	 	Harry Tracy Water Treatment Plant
	 
	 	 	 	 
	27

	 	Crystal Springs — San Andreas Pipeline
	 	Crystal Springs Pump Station
	28

	 	Crystal Springs Pump Station — Sunset Supply
	 	Crystal Springs Pump Station
	29

	 	Crystal Springs Pump Station — Crystal Springs No. 2 Supply
	 	Crystal Springs Pump Station
	30

	 	Crystal Springs Balancing Reservoir
	 	Canada Road near Pulgas Temple
	 
	 	 	 	 
	31

	 	Santa Clara Valley WD Intertie
	 	Milpitas Boulevard in Milpitas
	 
	 	 	 	 
	B

	 	San Joaquin Pipeline No. 4 (Planned)
	 	To be determined
	C

	 	East Bay MUD Intertie (Planned)
	 	To be determined
	D&E

	 	Bay Division Pipeline No. 5 (Planned)
	 	To be determined






 









 






table 4

SFPUC county-line meters, in-city terminal reservoirs,

 And Associated metering equipment




	 	 	 	 	 	 	 
	County-Line Meter	 	Meter Type	 	Location
	1.

	 	Sunset
	 	60” Venturi
	 	Lake Merced Pump Station
	 

	 	Associated Metering
	 	• Rosemount D/P transmitter	 	 
	 

	 	Equipment:
	 	• Honeywell recorder	 	 
	 

	 	 	 	• SCADA	 	 
	 
	 	 	 	 	 	 
	2.

	 	Sutro
	 	36” Venturi
	 	Lake Merced Pump Station
	 

	 	Associated Metering
	 	• Rosemount D/P transmitter	 	 
	 

	 	Equipment:
	 	• Honeywell recorder	 	 
	 

	 	 	 	• SCADA	 	 
	 
	 	 	 	 	 	 
	3.

	 	Lake Merced Outfall
	 	16” Mag. Meter
	 	Lake Merced Pump Station
	 

	 	Associated Metering
	 	• Honeywell recorder	 	 
	 

	 	Equipment:
	 	• SCADA	 	 
	 
	 	 	 	 	 	 
	4.

	 	San Andreas No. 2
	 	36” Venturi
	 	Junipero Serra (Hwy. 280)
south of Belle Avenue
	 

	 	Associated Metering
	 	• Yokogawa D/P transmitter	 	 
	 

	 	Equipment:
	 	• NLS display	 	 
	 

	 	 	 	• AGM electronics	 	 
	 

	 	 	 	• Honeywell recorder	 	 
	 

	 	 	 	• SCADA	 	 
	 
	 	 	 	 	 	 
	5.

	 	Crystal Springs No. 1
	 	44” Venturi
	 	PG&E Martin Service Center Yard
	 

	 	Associated Metering
	 	• Yokogawa D/P transmitter	 	 
	 

	 	Equipment:
	 	• NLS display	 	 
	 

	 	 	 	• AGM electronics	 	 
	 

	 	 	 	• Honeywell recorder	 	 
	 

	 	 	 	• SCADA	 	 
	 
	 	 	 	 	 	 
	6.

	 	Crystal Springs No. 2
	 	60” Venturi
	 	Tamasco Ct. south of Sunnydale Avenue
	 

	 	Associated Metering
	 	• Yokogawa D/P transmitter	 	 
	 

	 	Equipment:
	 	• NLS display	 	 
	 

	 	 	 	• AGM electronics	 	 
	 

	 	 	 	• SCADA	 	 






	 	 	 	 	 	 	 
	 	 	 	 	In-City Terminal Reservoirs	 	 
	1.

	 	Sunset
	 	Pressure Transducer
	 	26th Avenue and Ortega
	 

	 	Associated Metering
	 	• Honeywell recorder	 	 
	 

	 	Equipment:
	 	• SCADA	 	 
	 
	 	 	 	 	 	 
	2.

	 	Merced-Manor
	 	Pressure Transducer
	 	23rd Avenue and Ocean
	 

	 	Associated Metering
	 	• Honeywell recorder	 	 
	 

	 	Equipment:
	 	• SCADA	 	 
	 
	 	 	 	 	 	 
	3.

	 	University Mound
	 	Pressure Transducer
	 	University Avenue and Bacon
	 

	 	Associated Metering
	 	• Honeywell recorder	 	 
	 

	 	Equipment:
	 	• SCADA	 	 







 











 





Table 5

Meter Calibration and Maintenance Frequency




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	METER/	 	 	 	 	 	 	 	WORK TO BE PERFORMED
	EQUIPMENT	 	FREQUENCY	 	(See Work Codes Listed Below)
	 	 	 	 	Semi-	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Quarterly	 	Annual	 	Annual	 	CA	 	CL	 	FL	 	IN	 	LU	 	PT
	Venturi Meters
	 	 	 	 	 	X	 	X	 	 	 	X	 	X	 	 	 	X
	 
	 	 	 	 	 	 	 	 	 	 	 	(1)	 	(1)	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Magnetic Meters
	 	 	 	X	 	 	 	X	 	X	 	 	 	X	 	 	 	 
	 
	 	 	 	 	 	 	 	(2)	 	(2)	 	 	 	(2)	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Yokagowa D/P Transmitters
	 	X	 	 	 	 	 	X	 	X	 	X	 	X	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Rosemount D/P Transmitters
	 	X	 	 	 	 	 	X	 	X	 	X	 	X	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Honeywell Recorders
	 	X	 	 	 	 	 	X	 	X	 	 	 	X	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Water Level Sensors 

(Pressure Transducers)
	 	X	 	 	 	 	 	X	 	X	 	 	 	X	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SCADA Electronics
	 	X	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	AGM Electronics
	 	X	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	NLS Digital Displays
	 	X	 	 	 	 	 	X	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Electrostatic 24V DC Power Supplies
	 	 	 	 	 	X	 	 	 	 	 	 	 	X	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	(3)	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ASCO Solenoids
	 	 	 	 	 	X	 	 	 	X	 	 	 	X	 	X	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	(4)	 	 	 	 






WORK CODES:



CA = CALIBRATE; CL = CLEAN; FL = FLUSH; IN = INSPECT; LU = LUBRICATE; PT = PITOT TUBE TEST.






 




			
	NOTES:
	 
	(1)	 	Inspection and flushing requirements for Venturi meters refer to the pressure
tubing from the meter to the
differential pressure transmitter.
	 
	(2)	 	May calibrate using clamp-on meter where conditions allow. Inspection and
cleaning requirements for
magnetic meters refer to the sensors or probes that are inserted through the pipe
wall.
	 
	(3)	 	Adjust voltage if necessary.
	 
	(4)	 	Replace rubber ware as needed.







 









 








ATTACHMENT K-1

WHOLESALE CUSTOMERS’ SHARE OF NET BOOK VALUE OF EXISTING ASSETS

**PRELIMINARY — TO BE SUBSTITUTED WITH FINAL 6/30/09 VALUES**

(Section 5.03)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Notes	 	 	Projected Value	 
	 	 	 	 	 	 	Water	 	 	Hetch Hetchy	 	 	Total	 
	Regional System Net Plant as of 6/30/08 (Actual)
	 	 	1	 	 	$	435,639,907	 	 	$	66,135,724	 	 	 	 	 
	Less: Projected Depreciation on Regional Assets
	 	 	2	 	 	$	(32,526,143	)	 	$	(3,598,189	)	 	 	 	 
	Plus: Projected FY 2008-09 Capital Additions
	 	 	3	 	 	$	62,771,153	 	 	$	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Projected Regional System Net Plant as of 6/30/09
	 	 	 	 	 	$	465,884,917	 	 	$	62,537,535	 	 	 	 	 
	Plus: Projected Construction Work In Progress (CWIP) as of 6/30/09
	 	 	4	 	 	$	16,928,503	 	 	$	5,807,023	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Projected Regional System Net Plant and CWIP as of 6/30/09
	 	 	 	 	 	$	482,813,420	 	 	$	68,344,558	 	 	$	551,157,978	 
	Allocation Factor:
	 	 	5	 	 	 	70.1	%	 	 	64.2	%	 	 	 	 
	Wholesale Share of Projected Regional System Net Plant as of 6/30/09
	 	 	 	 	 	$	326,585,327	 	 	$	40,149,098	 	 	$	366,734,424	 
	Plus: Wholesale Share of Projected CWIP as of 6/30/09
	 	 	6	 	 	$	11,866,881	 	 	$	3,728,109	 	 	$	15,594,989	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Wholesale Share of Projected Net Plant and CWIP as 6/30/09
	 	 	 	 	 	$	338,452,207	 	 	$	43,877,206	 	 	$	382,329,414	 
	Interest Rate:
	 	 	 	 	 	 	5.13	%	 	 	5.13	%	 	 	 	 
	Term (Yrs):
	 	 	 	 	 	 	25	 	 	 	25	 	 	 	 	 
	Monthly Principal & Interest
	 	 	 	 	 	$	2,004,277	 	 	$	259,836	 	 	$	2,264,113	 
	Annual Wholesale Revenue Requirement Amount
	 	 	 	 	 	$	24,051,326	 	 	$	3,118,033	 	 	$	27,169,359	 








 




			
	Notes
	 
	1	 	FAACS 120A Report as of 6/30/08
	 
	2	 	SFPUC Estimate
	 
	3	 	SFPUC Estimate based on projects and amounts as follows:





	 	 	 	 	 
	 	 	Water Assets	 
	CUW358 Sunset Reservoir (North Basin)
	 	$	57,382,744	 
	CUW 365 Cross Connection Controls
	 	$	3,679,415	 
	CUW 394 Watershed Land Acqusition
	 	$	1,708,994	 
	 
	 	 	 
	Total Additions
	 	$	62,771,153	 








 




			
	4	 	CWIP based on balance as 6/30/08 plus YTD expenditures
(see Attachment K-2)
	 
	5	 	Fixed allocation factors based on dollar weighted 5-year average of J-Table
allocation factors (2003-04 through 2007-08)
	 
	6	 	Wholesale share CWIP based on balance as 6/30/08 plus YTD expenditures
(see Attachment K-2)






Page 1 of 1









 








ATTACHMENT K-2

WHOLESALE CUSTOMERS’ SHARE OF THE BOOK VALUE OF REVENUE FUNDED CAPITAL EXPENDITURES

**PRELIMINARY — TO BE SUBSTITUTED WITH FINAL 6/30/09 VALUES**

(Section 5.03)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	[1]	 	[2]	 	[3]	 	[4]	 	[5]	 	[6]	 	[7]	 	[8]	 	[9]	 	 
	 	 	Project	 	 	 	 	 	CWIP as of	 	FY 2008-09	 	Reduction for	 	CWIP as	 	Water Related	 	Wholesale	 	 
	 	 	No.	 	Project Description	 	Rate Class	 	6/30/08	 	Expenditures	 	02A Funding	 	6/30/09	 	CWIP	 	Share	 	 
	A.	 	Water Enterprise	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	1	 	Regional Projects	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	CUW352	 	Alameda Creek Fishery
	 	Joint	 	$	2,007,607	 	 	$	224,582	 	 	$	2,232,189	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 
	 	 	CUW353	 	Seismic Upgrade @ Hayward Fault
	 	Joint	 	$	3,129,234	 	 	$	1,967,625	 	 	$	5,096,859	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 
	 	 	CUW354	 	LOWER CRYSTAL SPRINGS DAM-REV-SFWD
	 	Joint	 	$	7,046,944	 	 	$	1,086,262	 	 	$	8,133,206	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 
	 	 	CUW355	 	STANDBY POWER FACILITIES
	 	Joint	 	$	3,715,276	 	 	$	6,596,849	 	 	$	10,312,125	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 
	 	 	CUW357	 	Adit Leak Repairs
	 	Joint	 	$	783	 	 	$	1,129	 	 	$	1,912	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 
	 	 	CUW359	}
	
	 	Joint	 	$	21,391,129	 	 	$	5,176,713	 	 	$	26,567,842	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 
	 	 	CUW359	Irvington Tunnel
	 	Joint	 	$	7,837,176	 	 	$	—	 	 	$	7,837,176	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 
	 	 	CUW361	}
	 
	 	Joint	 	$	368,057	 	 	$	1,383,959	 	 	$	1,752,016	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 
	 	 	CUW361	 
	 	Joint	 	$	1,255,545	 	 	$	—	 	 	$	1,255,545	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 
	 	 	CUW361	Pulgas Balancing Reservoir
	 	Joint	 	$	1,248,002	 	 	$	—	 	 	$	1,248,002	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 
	 	 	CUW361	 
	 	Joint	 	$	570,179	 	 	$	—	 	 	$	570,179	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 
	 	 	CUW361	 
	 	Joint	 	$	712,921	 	 	$	—	 	 	$	712,921	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 
	 	 	CUW363	}
	
	 	Joint	 	$	1,335,371	 	 	$	1,738,045	 	 	$	3,073,416	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 
	 	 	CUW363	SCADA Phase II
	 	Joint	 	$	1,062,050	 	 	$	—	 	 	$	1,062,050	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 
	 	 	CUW365	 	Cross Connection Control
	 	Joint	 	$	3,635,172	 	 	$	547,801	 	 	$	4,182,973	 	 	$	—	 	 	 	 	 	 	$	—	 	 	Capitalized in FY 2008-09
	 	 	CUW367	 	HTWTP LT Impr
	 	Joint	 	$	8,011,348	 	 	$	2,479,731	 	 	$	10,491,079	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 
	 	 	CUW368	}
	 
	 	Joint	 	$	23,640,601	 	 	$	—	 	 	$	23,640,601	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 
	 	 	CUW368	BDPL Hydraulic Capacity
	 	Joint	 	$	17,556,905	 	 	$	4,200,442	 	 	$	21,757,347	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 
	 	 	CUW368	 
	 	Joint	 	$	2,579,847	 	 	$	—	 	 	$	2,579,847	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 
	 	 	CUW370	 	Pipeline Readiness
	 	Joint	 	$	5,320,934	 	 	$	328,070	 	 	$	5,649,004	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 
	 	 	CUW371	 	CSPS and Pipeline
	 	Joint	 	$	11,420,770	 	 	$	3,872,779	 	 	$	15,293,549	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 
	 	 	CUW372	 	University Mound (N)
	 	Joint	 	$	4,624,981	 	 	$	1,068,147	 	 	$	5,693,128	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 
	 	 	CUW373	}
	
	 	Joint	 	$	19,479,341	 	 	$	6,023,849	 	 	$	25,503,190	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 
	 	 	CUW373	SJPL
	 	Joint	 	$	7,199,051	 	 	$	—	 	 	$	7,199,051	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 
	 	 	CUW374	}
	
	 	Joint	 	$	31,171,669	 	 	$	4,314,430	 	 	$	35,486,099	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 
	 	 	CUW374	Calaveras Dam
	 	Joint	 	$	2,366,343	 	 	$	—	 	 	$	2,366,343	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 
	 	 	CUW378	 	CSPL #2
	 	Joint	 	$	7,453,098	 	 	$	913,369	 	 	$	8,366,467	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 
	 	 	CUW379	 	SAPL #3
	 	Joint	 	$	5,728,934	 	 	$	588,346	 	 	$	6,317,280	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 
	 	 	CUW380	 	BDPK #3&4 Crossovers
	 	Joint	 	$	3,855,357	 	 	$	1,083,888	 	 	$	4,939,245	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 
	 	 	CUW381	}
	 
	 	Joint	 	$	5,450,995	 	 	$	—	 	 	$	5,450,995	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 
	 	 	CUW381	SVWTP Expansion
	 	Joint	 	$	53,222	 	 	$	3,090,520	 	 	$	3,143,742	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 
	 	 	CUW381	 
	 	Joint	 	$	97,373	 	 	$	—	 	 	$	97,373	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 
	 	 	CUW382	 	SVWTP Treated Water Reservoir
	 	Joint	 	$	5,799,505	 	 	$	575	 	 	$	5,800,080	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 
	 	 	CUW384	 	Tesla
	 	Joint	 	$	6,102,621	 	 	$	7,444,942	 	 	$	13,547,563	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 
	 	 	CUW386	 	SAPS X-CONNECT & PUMP IMP 96A UEB
	 	Joint	 	$	1,374,491	 	 	$	971,625	 	 	$	2,346,116	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 
	 	 	CUW388	}
	
	 	Joint	 	$	896,476	 	 	$	1,641,717	 	 	$	2,538,193	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 
	 	 	CUW388	PEIR
	 	Joint	 	$	1,331,676	 	 	$	—	 	 	$	1,331,676	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 
	 	 	CUW390	 	Desalination Pilot
	 	Joint	 	$	175,165	 	 	$	—	 	 	$	175,165	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 
	 	 	CUW391	 	Baden/San Pedro Valve Lots
	 	Joint	 	$	3,964,642	 	 	$	948,589	 	 	$	4,913,231	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 
	 	 	CUW392	 	Program Management
	 	Joint	 	$	2,452,297	 	 	$	5,081,444	 	 	$	7,533,741	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 
	 	 	CUW393	 	BDPL #4 Condition Assessment
	 	Joint	 	$	25,071	 	 	$	294,634	 	 	$	319,705	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 
	 	 	CUW394	 	Watershed Enviroment Improvement
	 	Joint	 	$	142,924	 	 	$	96,027	 	 	$	238,951	 	 	$	—	 	 	 	 	 	 	$	—	 	 	Capitalized in FY 2008-09
	 	 	CUW101	 	SAN ANDREAS PLANT EXPANSION #1
	 	Joint	 	$	182	 	 	$	96,027	 	 	 	 	 	 	$	96,209	 	 	 	 	 	 	$	67,443	 	 	 
	 	 	CUW111	 	LOWER CRYSTAL SPRINGS DAM-REV-SFWD
	 	Joint	 	$	40,436	 	 	$	—	 	 	 	 	 	 	$	40,436	 	 	 	 	 	 	$	28,346	 	 	 
	 	 	CUW151	 	Baden PS
	 	Joint	 	$	921	 	 	$	26,760	 	 	 	 	 	 	$	27,681	 	 	 	 	 	 	$	19,404	 	 	 
	 	 	CUW161	 	Water Treatment Facilities
	 	Joint	 	$	75,801	 	 	$	605	 	 	 	 	 	 	$	76,406	 	 	 	 	 	 	$	53,561	 	 	 
	 	 	CUW178	 	SAPS X-CONNECT & PUMP IMP96A UEB
	 	Joint	 	$	104,902	 	 	$	—	 	 	 	 	 	 	$	104,902	 	 	 	 	 	 	$	73,536	 	 	 
	 	 	CUW202	}
	 
	 	Joint	 	$	50,808	 	 	$	—	 	 	 	 	 	 	$	50,808	 	 	 	 	 	 	$	35,616	 	 	 
	 	 	CUW202	Replace PCCP
	 	Joint	 	$	285,003	 	 	$	64,256	 	 	 	 	 	 	$	349,259	 	 	 	 	 	 	$	244,831	 	 	 
	 	 	CUW202	 
	 	Joint	 	$	2,365	 	 	$	—	 	 	 	 	 	 	$	2,365	 	 	 	 	 	 	$	1,658	 	 	 
	 	 	CUW127	 	SCADA
	 	Joint	 	$	50,029	 	 	$	2,481,274	 	 	 	 	 	 	$	2,531,303	 	 	 	 	 	 	$	1,774,443	 	 	 
	 	 	CUW356	 	New Crystal Springs Bypass Tunnel
	 	Joint	 	$	13,992,264	 	 	$	5,560,862	 	 	$	16,028,397	 	 	$	3,524,729	 	 	 	 	 	 	$	2,470,835	 	 	 
	 	 	CUW358	 	Sunset (N)
	 	Joint	 	$	52,494,764	 	 	$	4,887,980	 	 	$	55,806,081	 	 	$	1,576,663	 	 	 	 	 	 	$	1,105,241	 	 	Capitalized in FY 2008-09
	 	 	CUW387	 	Tesla Portal Disinfection
	 	Joint	 	$	2,377,262	 	 	$	(1,996	)	 	$	1,223,945	 	 	$	1,151,321	 	 	 	 	 	 	$	807,076	 	 	 
	 	 	CUW135	}
	 
	 	Joint	 	$	45,413	 	 	$	—	 	 	 	 	 	 	$	45,413	 	 	 	 	 	 	$	31,835	 	 	 
	 	 	CUW135	New Lines and Bypass Valves
	 	Joint	 	$	153,983	 	 	$	620,156	 	 	 	 	 	 	$	774,139	 	 	 	 	 	 	$	542,671	 	 	 
	 	 	CUW135	 
	 	Joint	 	$	8,860	 	 	$	—	 	 	 	 	 	 	$	8,860	 	 	 	 	 	 	$	6,211	 	 	 
	 	 	CUW143	}
	 
	 	Joint	 	$	5,656	 	 	$	—	 	 	 	 	 	 	$	5,656	 	 	 	 	 	 	$	3,965	 	 	 
	 	 	CUW143	HH Water Treatment Plan
	 	Joint	 	$	709,972	 	 	$	8,817	 	 	 	 	 	 	$	718,789	 	 	 	 	 	 	$	503,871	 	 	 
	 	 	CUW143	 
	 	Joint	 	$	96,292	 	 	$	—	 	 	 	 	 	 	$	96,292	 	 	 	 	 	 	$	67,501	 	 	 
	 	 	CUW186	 	SVWTP IMPROVEMENT PROJECT-CPB-SFWD
	 	Joint	 	$	3,604	 	 	$	—	 	 	 	 	 	 	$	3,604	 	 	 	 	 	 	$	2,526	 	 	 
	 	 	CUW206	}
	 
	 	Joint	 	$	4,365	 	 	$	—	 	 	 	 	 	 	$	4,365	 	 	 	 	 	 	$	3,060	 	 	 
	 	 	CUW206	Tesla Portal/Thomas Shaft Emergency Disinfection
	 	Joint	 	$	283,620	 	 	$	5,665	 	 	 	 	 	 	$	289,285	 	 	 	 	 	 	$	202,789	 	 	 
	 	 	CUW206	 
	 	Joint	 	$	227,004	 	 	$	—	 	 	 	 	 	 	$	227,004	 	 	 	 	 	 	$	159,130	 	 	 
	 	 	CUW231	 	Millbrae Labs
	 	Joint	 	$	81,856	 	 	$	34,685	 	 	 	 	 	 	$	116,541	 	 	 	 	 	 	$	81,695	 	 	 
	 	 	CUW236	 	TELSA/SJVH WQ MONITORING IMPR
	 	Joint	 	$	152,963	 	 	$	—	 	 	 	 	 	 	$	152,963	 	 	 	 	 	 	$	107,227	 	 	 
	 	 	CUW366	}
	 
	 	Joint	 	$	16,523	 	 	$	—	 	 	 	 	 	 	$	16,523	 	 	 	 	 	 	$	11,583	 	 	 
	 	 	CUW366	HTWTP ST Improvements
	 	Joint	 	$	1,398,798	 	 	$	5,732,626	 	 	$	7,131,424	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 
	 	 	CUW366	 
	 	Joint	 	$	1,452,901	 	 	$	—	 	 	$	1,452,901	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 
	 	 	CUW120	 	WATER QUALITY PLANNING STUDY
	 	Joint	 	$	577	 	 	$	—	 	 	 	 	 	 	$	577	 	 	 	 	 	 	$	404	 	 	 
	 	 	CUW164	 	WATER VULNERABILITY STUDY-UEB
	 	Joint	 	$	479	 	 	$	—	 	 	 	 	 	 	$	479	 	 	 	 	 	 	$	336	 	 	 
	 	 	CUW181	 	STANDBY POWER FACILITIES
	 	Joint	 	$	5,905	 	 	$	—	 	 	 	 	 	 	$	5,905	 	 	 	 	 	 	$	4,139	 	 	 
	 	 	CUW210	 	Millbrae Administrative Bldg Remodel
	 	Joint	 	$	7,803	 	 	$	321,553	 	 	 	 	 	 	$	329,356	 	 	 	 	 	 	$	230,879	 	 	 
	 	 	CUW220	 	Calaveras Dam Evaluation
	 	Joint	 	$	308,971	 	 	$	—	 	 	 	 	 	 	$	308,971	 	 	 	 	 	 	$	216,589	 	 	 
	 	 	CUW227	 	Watershed Facilities and Fencing
	 	Joint	 	$	190,552	 	 	$	206,448	 	 	 	 	 	 	$	397,000	 	 	 	 	 	 	$	278,297	 	 	 
	 	 	CUW228	 	Watershed Roads
	 	Joint	 	$	358,434	 	 	$	85,337	 	 	 	 	 	 	$	443,771	 	 	 	 	 	 	$	311,083	 	 	 
	 	 	CUW232	 	Crystal Springs Dam Discharge
	 	Joint	 	$	363,823	 	 	$	—	 	 	 	 	 	 	$	363,823	 	 	 	 	 	 	$	255,040	 	 	 
	 	 	CUW242	}
	
	 	Joint	 	$	311,548	 	 	$	22,741	 	 	 	 	 	 	$	334,289	 	 	 	 	 	 	$	234,337	 	 	 
	 	 	CUW242	Demolition of Unsafe Structures
	 	Joint	 	$	315	 	 	$	—	 	 	 	 	 	 	$	315	 	 	 	 	 	 	$	221	 	 	 
	 	 	CUW261	 	Regional R&R — Storage
	 	Joint	 	$	275,694	 	 	$	277,958	 	 	 	 	 	 	$	553,652	 	 	 	 	 	 	$	388,110	 	 	 
	 	 	CUW262	}
	
	 	Joint	 	$	1,236,895	 	 	$	409,282	 	 	 	 	 	 	$	1,646,177	 	 	 	 	 	 	$	1,153,970	 	 	 
	 	 	CUW262	Regional R&R — Treatement
	 	Joint	 	$	277,383	 	 	$	—	 	 	 	 	 	 	$	277,383	 	 	 	 	 	 	$	194,445	 	 	 







Page 1 of 2















 





ATTACHMENT K-2

WHOLESALE CUSTOMERS’ SHARE OF THE BOOK VALUE OF REVENUE FUNDED CAPITAL EXPENDITURES

**PRELIMINARY — TO BE SUBSTITUTED WITH FINAL 6/30/09 VALUES**

(Section 5.03)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	[1]	 	[2]	 	[3]	[4]	[5]	[6]	 	 	[7]	 	[8]	 	[9]
	 	 	Project	 	 	 	 	 	CWIP as of	 	FY 2008-09	 	Reduction for	 	CWIP as	 	Water Related	 	Wholesale
	 	 	No.	 	Project Description	 	Rate Class	 	6/30/08	 	Expenditures	 	02A Funding	 	6/30/09	 	CWIP	 	Share
	 	 	CUW263	}	Regional R&R — Transmission
	 	Joint	 	$	768,422	 	 	$	797,659	 	 	 	 	 	 	$	1,566,081	 	 	 	 	 	 	$	1,097,823	 
	 	 	CUW263	 	Joint	 	$	1,224,094	 	 	$	—	 	 	 	 	 	 	$	1,224,094	 	 	 	 	 	 	$	858,090	 
	 	 	CUW360	 	PLANNING — WSTD Sunol Quarry Reservoirs
	 	Joint	 	$	2,513	 	 	$	—	 	 	 	 	 	 	$	2,513	 	 	 	 	 	 	$	1,762	 
	 	 	CUW934	 	BOA/BAW/13/F2/SFWD-CONT PROJ-OPER FD
	 	Joint	 	$	59,479	 	 	$	(2,210	)	 	$	998,005	 	 	$	(940,736	)	 	 	 	 	 	$	(659,456	)
	 	 	 	 	TOTAL REGIONAL WATER PROJECTS
	 	 	 	$	313,100,517	 	 	$	84,802,574	 	 	$	379,397,925	 	 	$	18,505,166	 	 	 	 	 	 	$	12,972,121	 
	 	 	 	 	Less Projects to be Capitalized in FY 2008-09
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	1,576,663	 	 	 	 	 	 	$	1,105,241	 
	 	 	 	 	ADJUSTED TOTAL REGIONAL WATER PROJECTS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	16,928,503	 	 	 	 	 	 	$	11,866,881	 
	 
	2         Wholesale Direct	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	None
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	B.	 	Hetch Hetchy Water & Power	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	CUH703	 	Priest Reservoir By-pass
	 	Joint	 	 	—	 	 	 	47,164	 	 	 	 	 	 	$	47,164	 	 	$	21,224	 	 	$	13,626	 
	 	 	CUH762	 	SJPL Reparis
	 	Water	 	 	53,616	 	 	 	255,011	 	 	 	 	 	 	$	308,627	 	 	$	308,627	 	 	$	198,139	 
	 	 	CUH766	 	HH Security Improvements
	 	Joint	 	 	164,478	 	 	 	261,601	 	 	 	 	 	 	$	426,079	 	 	$	191,736	 	 	$	123,094	 
	 	 	CUH767	 	Power Transformers
	 	Power	 	 	—	 	 	 	—	 	 	 	 	 	 	$	—	 	 	$	—	 	 	$	—	 
	 	 	CUH803	 	Street Lights
	 	Power	 	 	—	 	 	 	40,506	 	 	 	 	 	 	$	40,506	 	 	$	—	 	 	$	—	 
	 	 	CUH804	 	HH Roads
	 	Joint	 	 	—	 	 	 	341,240	 	 	 	 	 	 	$	341,240	 	 	$	153,558	 	 	$	98,584	 
	 	 	CUH829	 	HH SCADA
	 	Joint	 	 	—	 	 	 	—	 	 	 	 	 	 	$	—	 	 	$	—	 	 	$	—	 
	 	 	CUH842	 	Moccasin Cottages Renovations
	 	Joint	 	 	—	 	 	 	—	 	 	 	 	 	 	$	—	 	 	$	—	 	 	$	—	 
	 	 	CUH846	 	New Moccasin Penstock
	 	Power	 	 	543,073	 	 	 	—	 	 	 	 	 	 	$	543,073	 	 	$	—	 	 	$	—	 
	 	 	CUH851	 	Turbine Generator Renovations
	 	Power	 	 	111,755	 	 	 	926,254	 	 	 	 	 	 	$	1,038,009	 	 	$	—	 	 	$	—	 
	 	 	CUH868	 	Moccasin Energy Absorber
	 	Power	 	 	—	 	 	 	—	 	 	 	 	 	 	$	—	 	 	$	—	 	 	$	—	 
	 	 	CUH876	 	Moccasin Phone System
	 	Joint	 	 	—	 	 	 	15,677	 	 	 	 	 	 	$	15,677	 	 	$	7,055	 	 	$	4,529	 
	 	 	CUH878	 	O’Shaugnessy Discharge/Toulumne River Channel Impr.
	 	Joint	 	 	31,953	 	 	 	168,076	 	 	 	 	 	 	$	200,029	 	 	$	90,013	 	 	$	57,788	 
	 	 	CUH891	 	Metering Muni Load
	 	Power	 	 	18	 	 	 	4,361	 	 	 	 	 	 	$	4,379	 	 	$	—	 	 	$	—	 
	 	 	CUH893	 	Cherry/Eleanor Pump Upgrade
	 	Power	 	 	—	 	 	 	17,012	 	 	 	 	 	 	$	17,012	 	 	$	—	 	 	$	—	 
	 	 	CUH896	 	Street Lights
	 	Power	 	 	9,294	 	 	 	568,794	 	 	 	 	 	 	$	578,088	 	 	$	—	 	 	$	—	 
	 	 	CUH899	 	Canyon Tunnel Penstock
	 	Power	 	 	6,210	 	 	 	21,804	 	 	 	 	 	 	$	28,014	 	 	$	—	 	 	$	—	 
	 	 	CUH915	 	UG Assessment/Hunters Point
	 	Power	 	 	961,755	 	 	 	1,668,663	 	 	 	 	 	 	$	2,630,418	 	 	$	—	 	 	$	—	 
	 	 	CUH926	 	Pipe Purchase
	 	Water	 	 	—	 	 	 	13,667	 	 	 	 	 	 	$	13,667	 	 	$	13,667	 	 	$	8,774	 
	 	 	CUH931	 	Microwave Replacement
	 	Joint	 	 	3,157,491	 	 	 	156,270	 	 	 	 	 	 	$	3,313,761	 	 	$	1,491,192	 	 	$	957,346	 
	 	 	CUH932	 	HH SCADA
	 	Joint	 	 	—	 	 	 	—	 	 	 	 	 	 	$	—	 	 	$	—	 	 	$	—	 
	 	 	CUH825	 	Distribution System
	 	Power	 	 	446,419	 	 	 	109,797	 	 	 	 	 	 	$	556,216	 	 	$	—	 	 	$	—	 
	 	 	CUH941	 	HHP SCADA Security & Control, East/O’Shaugnessy
	 	Joint	 	 	1,433,974	 	 	 	246,948	 	 	 	 	 	 	$	1,680,922	 	 	$	756,415	 	 	$	485,618	 
	 	 	CUH942	 	O’Shaugnessy Dam Discharge Needle Valves
	 	Joint	 	 	—	 	 	 	—	 	 	 	 	 	 	$	—	 	 	$	—	 	 	$	—	 
	 	 	CUH943	 	Renewable Energy
	 	Power	 	 	—	 	 	 	—	 	 	 	 	 	 	$	—	 	 	$	—	 	 	$	—	 
	 	 	CUH945	 	SJPL Crossovers
	 	Water	 	 	—	 	 	 	—	 	 	 	 	 	 	$	—	 	 	$	—	 	 	$	—	 
	 	 	CUH946	 	Facility Maintenance
	 	Joint	 	 	—	 	 	 	239	 	 	 	 	 	 	$	239	 	 	$	108	 	 	$	69	 
	 	 	CUH947	 	Sustainable Energy Account
	 	Power	 	 	441,226	 	 	 	1,838,396	 	 	 	 	 	 	$	2,279,622	 	 	$	—	 	 	$	—	 
	 	 	CUH948	 	Facility
Maintenance  — Transmission Lines
	 	Power	 	 	70,631	 	 	 	101,295	 	 	 	 	 	 	$	171,926	 	 	$	—	 	 	$	—	 
	 	 	CUH949	 	POW Maintenance
	 	Power	 	 	—	 	 	 	—	 	 	 	 	 	 	$	—	 	 	$	—	 	 	$	—	 
	 	 	CUH950	 	HPH/KPH/MPH
	 	Power	 	 	1,236,853	 	 	 	1,167,621	 	 	 	 	 	 	$	2,404,474	 	 	$	—	 	 	$	—	 
	 	 	CUH955	 	Solar Monitoring
	 	Power	 	 	222	 	 	 	—	 	 	 	 	 	 	$	222	 	 	$	—	 	 	$	—	 
	 	 	CUH956	 	Facility Maintenance — Gate Valves
	 	Water	 	 	275,213	 	 	 	—	 	 	 	 	 	 	$	275,213	 	 	$	275,213	 	 	$	176,687	 
	 	 	CUH957	 	Moccasin Corrison Control
	 	Joint	 	 	48,023	 	 	 	110,986	 	 	 	 	 	 	$	159,009	 	 	$	71,554	 	 	$	45,938	 
	 	 	CUH958	 	Generation Metering
	 	Power	 	 	—	 	 	 	18,811	 	 	 	 	 	 	$	18,811	 	 	$	—	 	 	$	—	 
	 	 	CUH959	 	Moccasin Reservoir Water Quality
	 	Water	 	 	109,379	 	 	 	—	 	 	 	 	 	 	$	109,379	 	 	$	109,379	 	 	$	70,221	 
	 	 	CUH960	 	Solar Power Project
	 	Power	 	 	6,480	 	 	 	(5,333	)	 	 	 	 	 	$	1,147	 	 	$	—	 	 	$	—	 
	 	 	CUH861	 	MECA Solar
	 	Power	 	 	—	 	 	 	26,369	 	 	 	 	 	 	$	26,369	 	 	$	—	 	 	$	—	 
	 	 	CUH962	 	SF Electrical Reliability
	 	Power	 	 	9,672,565	 	 	 	2,653	 	 	 	 	 	 	$	9,675,218	 	 	$	—	 	 	$	—	 
	 	 	CUH964	 	Watershed Lan Purchase
	 	Water	 	 	—	 	 	 	75,756	 	 	 	 	 	 	$	75,756	 	 	$	75,756	 	 	$	48,635	 
	 	 	CUH966	 	MECA — Demand Reduction
	 	Power	 	 	—	 	 	 	—	 	 	 	 	 	 	$	—	 	 	$	—	 	 	$	—	 
	 	 	CUH969	 	SFIA SCADA
	 	Power	 	 	—	 	 	 	—	 	 	 	 	 	 	$	—	 	 	$	—	 	 	$	—	 
	 	 	CUH971	 	Neward — CCSF Tranmission Project
	 	Power	 	 	235,120	 	 	 	54,602	 	 	 	 	 	 	$	289,722	 	 	$	—	 	 	$	—	 
	 	 	CUH972	 	Load Metering
	 	Power	 	 	145,039	 	 	 	1,274	 	 	 	 	 	 	$	146,313	 	 	$	—	 	 	$	—	 
	 	 	CUH973	 	Distribution Assessment
	 	Power	 	 	—	 	 	 	—	 	 	 	 	 	 	$	—	 	 	$	—	 	 	$	—	 
	 	 	CUH975	 	Hetch Hetchy Water R&R
	 	Power	 	 	—	 	 	 	130,100	 	 	 	 	 	 	$	130,100	 	 	$	—	 	 	$	—	 
	 	 	CUH975	 	Hetch Hetchy Water R&R
	 	Water	 	 	52,613	 	 	 	516,524	 	 	 	 	 	 	$	569,137	 	 	$	569,137	 	 	$	365,386	 
	 	 	CUH975	 	Hetch Hetchy Water R&R
	 	Joint	 	 	999,854	 	 	 	887,864	 	 	 	 	 	 	$	1,887,718	 	 	$	849,473	 	 	$	545,362	 
	 	 	CUH976	 	KPH Rewind
	 	Power	 	 	1,053,295	 	 	 	1,417,914	 	 	 	 	 	 	$	2,471,209	 	 	$	—	 	 	$	—	 
	 	 	CUH977	 	Facilities Maintenance — Water
	 	Joint	 	 	770,839	 	 	 	1,049,878	 	 	 	 	 	 	$	1,820,717	 	 	$	819,323	 	 	$	526,005	 
	 	 	CUH978	 	Community Choice Aggregation
	 	Power	 	 	5,571	 	 	 	101,075	 	 	 	 	 	 	$	106,646	 	 	$	—	 	 	$	—	 
	 	 	CUH979	 	Hunters Point Distribution
	 	Power	 	 	1,926,977	 	 	 	532,011	 	 	 	 	 	 	$	2,458,988	 	 	$	—	 	 	$	—	 
	 	 	CUH981	 	Shore Power for Cruise Ships
	 	Power	 	 	2,690	 	 	 	—	 	 	 	 	 	 	$	2,690	 	 	$	—	 	 	$	—	 
	 	 	CUH986	 	SEA — Energy Efficiency
	 	Power	 	 	15,262	 	 	 	—	 	 	 	 	 	 	$	15,262	 	 	$	—	 	 	$	—	 
	 	 	CUW687	 	525 Golden Gate
	 	Joint	 	 	—	 	 	 	4,105	 	 	 	 	 	 	$	4,105	 	 	$	1,847	 	 	$	1,186	 
	 	 	IUH004	 	Auto Maintenance
	 	Joint	 	 	—	 	 	 	3,882	 	 	 	 	 	 	$	3,882	 	 	$	1,747	 	 	$	1,122	 
	 	 	PUH501	 	SF Environment Energy/Green Power
	 	Power	 	 	—	 	 	 	66,107	 	 	 	 	 	 	$	66,107	 	 	$	—	 	 	$	—	 
	 	 	PYEAES	 	Youth Employment
	 	Joint	 	 	—	 	 	 	—	 	 	 	 	 	 	$	—	 	 	$	—	 	 	$	—	 
	 	 	 	 	TOTAL HHWP PROJECTS
	 	 	 	 	23,987,888	 	 	 	12,964,974	 	 	 	—	 	 	 	36,952,862	 	 	 	5,807,023	 	 	$	3,728,109	 
	 
	C	 	 	 	TOTAL COMBINED WATER AND HHWP
	 	 	 	$	337,088,405	 	 	$	97,767,548	 	 	$	379,397,925	 	 	$	55,458,028	 	 	 	 	 	 	$	15,594,990	 








 



Notes





			
	1.	 	6/30/08 CWIP per FAMIS
	 
	2.	 	FY 2008-09 Expenditures posted through 3/20/09 per FAMIS
	 
	3.	 	Wholesale share of CWIP 70.1% (see Note 5 Attachment K-1)
	 
	4.	 	Water Related HHWP CWIP includes 100% of Water and 45% of Joint
	 
	5.	 	Wholesale share of CWIP 64.2% (see Note 5 Attachment K-1)
	 
	6.	 	Fund 2A expenditures are funded by Series 2006A bond proceeds, proceeds of commercial paper
redeemed from 2006A proceeds and earnings on such proceeds, as applicable.







Page 2 of 2











 






ATTACHMENT K-3

25 YEAR PAYOFF SCHEDULE FOR EXISITING RATE BASE

WATER ENTERPRISE REGIONAL ASSETS AND ONE DIRECT WHOLESALE ASSET

**PRELIMINARY — TO BE SUBSTITUTED WITH FINAL 6/30/09 VALUES**

(Section 5.03)




	 	 	 	 	 
	 	 	Water Assets
	6/30/09 Wholesale Share of Net Plant & CWIP (Attachment K-l)
	 	 	338,452,207	 
	Interest Rate:
	 	 	5.13	%
	Term:
	 	 	25	 
	Monthly Principal & Interest Calculation:
	 	 	2,004,277	 
	Annual Wholesale Revenue Requirement:
	 	 	24,051,326	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fiscal Yr	 	 	 	 	 	 	 	 	 	 	 	Annual	 	Year End
	Ending	 	 	 	Principal	 	Interest	 	Payment (Wtr)	 	Balance
	Jun-10	 	 
	 	 	6,848,259	 	 	 	17,203,067	 	 	 	24,051,326	 	 	 	331,603,948	 
	Jun-11	 	 
	 	 	7,207,954	 	 	 	16,843,372	 	 	 	24,051,326	 	 	 	324,395,994	 
	Jun-12	 	 
	 	 	7,586,541	 	 	 	16,464,785	 	 	 	24,051,326	 	 	 	316,809,453	 
	Jun-13	 	 
	 	 	7,985,013	 	 	 	16,066,313	 	 	 	24,051,326	 	 	 	308,824,439	 
	Jun-14	 	 
	 	 	8,404,415	 	 	 	15,646,911	 	 	 	24,051,326	 	 	 	300,420,024	 
	Jun-15	 	 
	 	 	8,845,844	 	 	 	15,205,482	 	 	 	24,051,326	 	 	 	291,574,180	 
	Jun-16	 	 
	 	 	9,310,459	 	 	 	14,740,867	 	 	 	24,051,326	 	 	 	282,263,721	 
	Jun-17	 	 
	 	 	9,799,478	 	 	 	14,251,848	 	 	 	24,051,326	 	 	 	272,464,243	 
	Jun-18	 	 
	 	 	10,314,181	 	 	 	13,737,145	 	 	 	24,051,326	 	 	 	262,150,062	 
	Jun-19	 	 
	 	 	10,855,919	 	 	 	13,195,407	 	 	 	24,051,326	 	 	 	251,294,143	 
	Jun-20	 	 
	 	 	11,426,110	 	 	 	12,625,216	 	 	 	24,051,326	 	 	 	239,868,033	 
	Jun-21	 	 
	 	 	12,026,250	 	 	 	12,025,076	 	 	 	24,051,326	 	 	 	227,841,784	 
	Jun-22	 	 
	 	 	12,657,911	 	 	 	11,393,415	 	 	 	24,051,326	 	 	 	215,183,873	 
	Jun-23	 	 
	 	 	13,322,749	 	 	 	10,728,577	 	 	 	24,051,326	 	 	 	201,861,123	 
	Jun-24	 	 
	 	 	14,022,507	 	 	 	10,028,819	 	 	 	24,051,326	 	 	 	187,838,616	 
	Jun-25	 	 
	 	 	14,759,019	 	 	 	9,292,307	 	 	 	24,051,326	 	 	 	173,079,597	 
	Jun-26	 	 
	 	 	15,534,215	 	 	 	8,517,111	 	 	 	24,051,326	 	 	 	157,545,382	 
	Jun-27	 	 
	 	 	16,350,127	 	 	 	7,701,199	 	 	 	24,051,326	 	 	 	141,195,254	 
	Jun-28	 	 
	 	 	17,208,894	 	 	 	6,842,432	 	 	 	24,051,326	 	 	 	123,986,361	 
	Jun-29	 	 
	 	 	18,112,766	 	 	 	5,938,560	 	 	 	24,051,326	 	 	 	105,873,594	 
	Jun-30	 	 
	 	 	19,064,113	 	 	 	4,987,213	 	 	 	24,051,326	 	 	 	86,809,482	 
	Jun-31	 	 
	 	 	20,065,428	 	 	 	3,985,898	 	 	 	24,051,326	 	 	 	66,744,054	 
	Jun-32	 	 
	 	 	21,119,335	 	 	 	2,931,991	 	 	 	24,051,326	 	 	 	45,624,719	 
	Jun-33	 	 
	 	 	22,228,597	 	 	 	1,822,729	 	 	 	24,051,326	 	 	 	23,396,122	 
	Jun-34	 	 
	 	 	23,396,122	 	 	 	655,204	 	 	 	24,051,326	 	 	 	0	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Totals:	 	 
	 	 	338,452,207	 	 	 	262,830,943	 	 	 	601,283,150	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Water	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






Page 1 of 1









 




ATTACHMENT K-4

25 YEAR PAYOFF SCHEDULE FOR EXISTING RATE BASE

HETCH HETCHY WATER ASSETS AND WATER-RELATED PORTION OF JOINT ASSETS

**PRELIMINARY — TO BE SUBSTITUTED WITH FINAL 6/30/09 VALUES**

(Section 5.03)




	 	 	 	 	 
	 	 	Hetch Hetchy
	6/30/09 Wholesale Share of Net Plant & CWIP (Attachment K-1)
	 	 	43,877,206	 
	Interest Rate:
	 	 	5.13	%
	Term:
	 	 	25	 
	Monthly Principal & Interest Calculation:
	 	 	259,836	 
	Annual Wholesale Revenue Requirement:
	 	 	3,118,033	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Fiscal Yr	 	 	 	 	 	 	 	 	 	 	 	Annual	 	Year End
	Ending	 	 	 	Principal	 	Interest	 	Payment (HH)	 	Balance
	Jun-10	 	 
	 	 	887,814	 	 	 	2,230,219	 	 	 	3,118,033	 	 	 	42,989,393	 
	Jun-11	 	 
	 	 	934,445	 	 	 	2,183,588	 	 	 	3,118,033	 	 	 	42,054,948	 
	Jun-12	 	 
	 	 	983,525	 	 	 	2,134,507	 	 	 	3,118,033	 	 	 	41,071,423	 
	Jun-13	 	 
	 	 	1,035,183	 	 	 	2,082,849	 	 	 	3,118,033	 	 	 	40,036,239	 
	Jun-14	 	 
	 	 	1,089,555	 	 	 	2,028,478	 	 	 	3,118,033	 	 	 	38,946,685	 
	Jun-15	 	 
	 	 	1,146,782	 	 	 	1,971,250	 	 	 	3,118,033	 	 	 	37,799,903	 
	Jun-16	 	 
	 	 	1,207,015	 	 	 	1,911,017	 	 	 	3,118,033	 	 	 	36,592,887	 
	Jun-17	 	 
	 	 	1,270,412	 	 	 	1,847,621	 	 	 	3,118,033	 	 	 	35,322,475	 
	Jun-18	 	 
	 	 	1,337,138	 	 	 	1,780,894	 	 	 	3,118,033	 	 	 	33,985,337	 
	Jun-19	 	 
	 	 	1,407,370	 	 	 	1,710,663	 	 	 	3,118,033	 	 	 	32,577,967	 
	Jun-20	 	 
	 	 	1,481,290	 	 	 	1,636,743	 	 	 	3,118,033	 	 	 	31,096,678	 
	Jun-21	 	 
	 	 	1,559,092	 	 	 	1,558,940	 	 	 	3,118,033	 	 	 	29,537,585	 
	Jun-22	 	 
	 	 	1,640,981	 	 	 	1,477,051	 	 	 	3,118,033	 	 	 	27,896,604	 
	Jun-23	 	 
	 	 	1,727,172	 	 	 	1,390,861	 	 	 	3,118,033	 	 	 	26,169,432	 
	Jun-24	 	 
	 	 	1,817,889	 	 	 	1,300,144	 	 	 	3,118,033	 	 	 	24,351,544	 
	Jun-25	 	 
	 	 	1,913,371	 	 	 	1,204,662	 	 	 	3,118,033	 	 	 	22,438,173	 
	Jun-26	 	 
	 	 	2,013,868	 	 	 	1,104,165	 	 	 	3,118,033	 	 	 	20,424,305	 
	Jun-27	 	 
	 	 	2,119,643	 	 	 	998,389	 	 	 	3,118,033	 	 	 	18,304,662	 
	Jun-28	 	 
	 	 	2,230,974	 	 	 	887,058	 	 	 	3,118,033	 	 	 	16,073,688	 
	Jun-29	 	 
	 	 	2,348,153	 	 	 	769,880	 	 	 	3,118,033	 	 	 	13,725,535	 
	Jun-30	 	 
	 	 	2,471,486	 	 	 	646,546	 	 	 	3,118,033	 	 	 	11,254,048	 
	Jun-31	 	 
	 	 	2,601,298	 	 	 	516,735	 	 	 	3,118,033	 	 	 	8,652,751	 
	Jun-32	 	 
	 	 	2,737,927	 	 	 	380,106	 	 	 	3,118,033	 	 	 	5,914,824	 
	Jun-33	 	 
	 	 	2,881,733	 	 	 	236,300	 	 	 	3,118,033	 	 	 	3,033,091	 
	Jun-34	 	 
	 	 	3,033,091	 	 	 	84,941	 	 	 	3,118,033	 	 	 	0	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	43,877,206	 	 	 	34,073,607	 	 	 	77,950,813	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Hetch Hetchy	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







Page 1 of 1











 





     



ATTACHMENT K-5

UNEXPENDED APPROPRIATIONS FOR REVENUE-FUNDED REGIONAL ASSETS

CONSTRUCTION WORK IN PROGRESS AS OF MARCH 30, 2009

(Section 5.04)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 		 	 	YTD	 	 	PTD	 	 	 	 	 	 	Available	 	 	 
	Project	 	Project Title	 	Fund Type	 	Subfund	 	Classification	 	Appropriation	 	 	Expenditures	 	 	Expenditures	 	 	Encumbrances	 	 	Balances	 	 	Notes
	Water Assets

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW257
	 	WATERSHED PROTECTION	 	5W	 	AAAACP	 	REGIONAL	 	 	1,448,720	 	 	 	29,653	 	 	 	413,529	 	 	 	141,643	 	 	 	893,548	 	 	 
	CUW250
	 	WATERSHED TRAILS&RECREATION IMPROV	 	5W	 	AAAACP	 	REGIONAL	 	 	387,639	 	 	 	9,431	 	 	 	112,689	 	 	 	6,675	 	 	 	268.275	 	 	 
	CUW261
	 	REGIONAL WATER STORAGE RNR -BUDGET	 	5W	 	AAAACP	 	REGIONAL	 	 	1,750,000	 	 	 	250,970	 	 	 	526,664	 	 	 	26,687	 	 	 	1,196,648	 	 	Annual R&R
	CUW242
	 	DEMOLITION UNSAFE STRUCTURES	 	5W	 	AAAACP	 	REGIONAL	 	 	1,000,000	 	 	 	22,647	 	 	 	407,820	 	 	 	21,524	 	 	 	570,656	 	 	 
	CUW263.
	 	CONVEYANCE/TRANSMISSION - BUDGET	 	5W	 	AAAACP	 	REGIONAL	 	 	7,825,000	 	 	 	763,603	 	 	 	3,378,543	 	 	 	125,990	 	 	 	4,320,466	 	 	Annual R&R
	CUW264
	 	WATERSHED ROADS - BUDGET	 	5W	 	AAAACP	 	REGIONAL	 	 	3,000,000	 	 	 	77,074	 	 	 	1,391,500	 	 	 	162,401	 	 	 	1,446,099	 	 	Annual R&R
	CUW262
	 	TREATMENT FACS/WQ IMPROVE-BUDGET	 	5W	 	AAAACP	 	REGIONAL	 	 	4,801,000	 	 	 	399,073	 	 	 	2,704,204	 	 	 	349,016	 	 	 	1,747,780	 	 	Annual R&R
	CUW168
	 	ALAMEDA CREEK FISH RELEASE	 	5W	 	AAAACP	 	REGIONAL	 	 	1,537,398	 	 	 	46,624	 	 	 	1,040,919	 	 	 	152,647	 	 	 	343,832	 	 	 
	CUW231
	 	MILLBRAE LAB CAPITAL IMPROVEMENTS	 	5W	 	AAAACP	 	REGIONAL	 	 	770,000	 	 	 	19,119	 	 	 	532,135	 	 	 	0	 	 	 	237,865	 	 	 
	CUW227
	 	WATERSHED FENCES/FACILITES	 	5W	 	AAAACP	 	REGIONAL	 	 	3,000,000	 	 	 	206,222	 	 	 	2,223,776	 	 	 	581,926	 	 	 	194,298	 	 	 
	CUW253
	 	FACILITIES SECURITY PROJECT	 	5W	 	AAAACP	 	REGIONAL	 	 	5,300,000	 	 	 	73,048	 	 	 	4,146,944	 	 	 	113,124	 	 	 	1,039,931	 	 	 
	CUW210
	 	MILLBRAE ADMIN BLDG INTERIM REMODEL	 	5W	 	AAAACP	 	REGIONAL	 	 	2,407,700	 	 	 	284,902	 	 	 	1,935,204	 	 	 	160	 	 	 	472,337	 	 	 
	CUW228
	 	WATERSHED ROADS RECONSTRUCTION	 	5W	 	AAAACP	 	REGIONAL	 	 	5,170,000	 	 	 	82,992	 	 	 	4,413,061	 	 	 	18,598	 	 	 	738,340	 	 	 
	CUW202
	 	SAN ANTONIO PIPELINE EMERGENCY REPA	 	5W	 	AAAACP	 	REGIONAL	 	 	1,400,000	 	 	 	6,012	 	 	 	1,269,190	 	 	 	61,727	 	 	 	69,083	 	 	 
	CUW148
	 	ENVIRONMENTAL & REGULATORY COMP	 	5W	 	AAAACP	 	REGIONAL	 	 	3,241,279	 	 	 	0	 	 	 	3,014,995	 	 	 	184,774	 	 	 	41,510	 	 	 
	CUW135
	 	NEW LINE & BYPASS VALVES	 	5W	 	AAAACP	 	REGIONAL	 	 	4,829,680	 	 	 	2,103	 	 	 	4,689,067	 	 	 	0	 	 	 	140,613	 	 	 
	CUW143
	 	HETCH HETCHY WATER TREATMENT PLAN	 	5W	 	AAAACP	 	REGIONAL	 	 	18,821,529	 	 	 	0	 	 	 	18,452,053	 	 	 	47,947	 	 	 	321,529	 	 	 
	CUW161
	 	TREATMENT FACILITIES IMPROVEMENTS	 	5W	 	AAAACP	 	REGIONAL	 	 	15,028,319	 	 	 	334	 	 	 	14,747,873	 	 	 	0	 	 	 	280,446	 	 	 
	CUW241
	 	FACILITIES MAINT SUPPORT STRUCTURES	 	5W	 	AAAACP	 	REGIONAL	 	 	5,000,000	 	 	 	8,390	 	 	 	4,988,882	 	 	 	0	 	 	 	11,118	 	 	 
	CUW392
	 	PROGRAM MANAGEMENT SERVICES - WSIF	 	5W	 	AAAACP	 	LOCAL/REGIONAL	 	 	1,837,000	 	 	 	(98,519	)	 	 	751,659	 	 	 	71,973	 	 	 	1,013,368	 	 	 
	CUW127
	 	INST SCADA SYSTEM	 	5W	 	AAAACP	 	LOCAL/REGIONAL	 	 	13,156,681	 	 	 	2,481,274	 	 	 	8,653,641	 	 	 	0	 	 	 	4,503,040	 	 	 
	CUW710
	 	OCIP PROJECT CONTROL	 	5W	 	AAAACP	 	LOCAL/REGIONAL	 	 	2,497,881	 	 	 	235,706	 	 	 	2,496,959	 	 	 	0	 	 	 	922	 	 	 
	 
	 	TOTAL ALL PROJECTS	 	 	 	 	 	 	 	 	104,209,826	 	 	 	4,900,661	 	 	 	82,291,307	 	 	 	2,066,813	 	 	 	19,851,706	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	LOCAL PROJECTS	 	 	 	 	 	LOCAL	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 
	 
	 	JOINT LOCAL AND REGIONAL PROJECTS	 	 	 	 	 	LOCAL/REGIONAL	 	 	17,491,562	 	 	 	2,618,462	 	 	 	11,902,259	 	 	 	71,973	 	 	 	5,517,330	 	 	 
	 
	 	REGIONAL PROJECTS	 	 	 	 	 	REGIONAL	 	 	86,718,264	 	 	 	2,282,199	 	 	 	70,389,048	 	 	 	1,994,840	 	 	 	14,334,376	 	 	 
	 
	 	TOTAL ALL PROJECTS	 	 	 	 	 	 	 	 	104,209,826	 	 	 	4,900,661	 	 	 	82,291,307	 	 	 	2,066,813	 	 	 	19,851,706	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Hetchy Hetchv Assets

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUH975
	 	WATER INFRASTRUCTURE - BUDGET	 	5T	 	AAAACP	 	WATER	 	 	9,000,000	 	 	 	1,534,488	 	 	 	2,806,592	 	 	 	3,565,023	 	 	 	2,628,385	 	 	 
	CUH964
	 	WATERSHED PROPERTY PURCHASES	 	5T	 	AAAACP	 	WATER	 	 	800,000	 	 	 	75,756	 	 	 	454,756	 	 	 	0	 	 	 	345,244	 	 	 
	CUH957
	 	FAC MAINTENANCE-WATER TRANSPORTAT	 	5T	 	AAAACP	 	WATER	 	 	3,400,000	 	 	 	110,986	 	 	 	2,885,394	 	 	 	209,138	 	 	 	305,469	 	 	 
	CUH703
	 	PRIEST RESERVOIR DIVERSION CHANNEL	 	5T	 	AAAACP	 	WATER	 	 	21,210,344	 	 	 	47,164	 	 	 	20,166,993	 	 	 	0	 	 	 	1,043,351	 	 	 
	CUH926
	 	PIPELINE PURCHASE REPLACEMENT PIPE	 	5T	 	AAAACP	 	WATER	 	 	159,860	 	 	 	13,667	 	 	 	157,489	 	 	 	0	 	 	 	2,371	 	 	 
	CUH762
	 	SAN JOAQUIN PIPELINE REPAIRS	 	5T	 	AAAACP	 	WATER	 	 	41,469,206	 	 	 	255,011	 	 	 	41,215,761	 	 	 	134,652	 	 	 	118,792	 	 	 
	CUW687
	 	525 GOLDEN GATE	 	5T	 	AAAACP	 	JOINT	 	 	280,600	 	 	 	4,105	 	 	 	26,437	 	 	 	0	 	 	 	254,163	 	 	 
	CUH977
	 	FACILITIES MAINTENANCE - BUDGET	 	5T	 	AAAACP	 	JOINT	 	 	9,300,000	 	 	 	1,049,878	 	 	 	3,578,478	 	 	 	803,231	 	 	 	4,918,290	 	 	 
	CUH931
	 	HH MICROWAVE REPLACEMENT	 	5T	 	AAAACP	 	JOINT	 	 	4,767,000	 	 	 	156,270	 	 	 	3,313,761	 	 	 	1,227,242	 	 	 	225,997	 	 	 
	CUH941
	 	HH SCADA SECURITY & CONTROL, EAST	 	5T	 	AAAACP	 	JOINT	 	 	2,068,180	 	 	 	246,948	 	 	 	1,680,922	 	 	 	256,198	 	 	 	131,060	 	 	 
	CUH804
	 	HETCH-HETCHY ROADS REBUILDING	 	5T	 	AAAACP	 	JOINT	 	 	4,175,027	 	 	 	341,240	 	 	 	3,544,483	 	 	 	113,314	 	 	 	517,230	 	 	 
	CUH766
	 	HETCHY FACILITIES SECURITY IMPROV.	 	5T	 	AAAACP	 	JOINT	 	 	2;086,692	 	 	 	261,601	 	 	 	1,960,386	 	 	 	62,470	 	 	 	63,836	 	 	 
	CUH876
	 	MOCCASIN PHONE SYSTEM	 	5T	 	AAAACP	 	JOINT	 	 	1,610,000	 	 	 	15,677	 	 	 	1,528,780	 	 	 	0	 	 	 	81,220	 	 	 
	CUH878
	 	O’SHAUGENESSY DISREPAIRS	 	5T	 	AAAACP	 	JOINT	 	 	7,179,009	 	 	 	33,750	 	 	 	7,101,644	 	 	 	9,297	 	 	 	68,068	 	 	 
	CUH810
	 	VARIOUS OLD JOB	 	5T	 	AAAACP	 	JOINT	 	 	7,613,638	 	 	 	18,690	 	 	 	7,538,034	 	 	 	1,561	 	 	 	74,044	 	 	 
	CUH946
	 	FAC MAINTENANCE-SUPPORT STRUCTURE	 	5T	 	AAAACP	 	JOINT	 	 	2,281,454	 	 	 	239	 	 	 	2,273,485	 	 	 	0	 	 	 	7,969	 	 	 
	CUH949
	 	RIGHT OF WAY MAINTENANCE	 	5T	 	AAAACP	 	JOINT	 	 	815,000	 	 	 	0	 	 	 	814,208	 	 	 	166	 	 	 	626	 	 	 
	 
	 	TOTAL ALL PROJECTS	 	 	 	 	 	 	 	 	118,216,010	 	 	 	4,165,470	 	 	 	101,047,602	 	 	 	6,382,292	 	 	 	10,786,117	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	POWER PROJECTS	 	 	 	 	 	POWER	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 
	 
	 	WATER PROJECTS	 	 	 	 	 	WATER	 	 	76,039,410	 	 	 	2,037,072	 	 	 	67,686,985	 	 	 	3,908,812	 	 	 	4,443,613	 	 	 
	 
	 	JOINT PROJECTS	 	 	 	 	 	JOINT	 	 	42,176,600	 	 	 	2,128,397	 	 	 	33,360,617	 	 	 	2,473,480	 	 	 	6,342,504	 	 	 
	 
	 	TOTAL ALL PROJECTS	 	 	 	 	 	 	 	 	118,216,010	 	 	 	4,165,470	 	 	 	101,047,602	 	 	 	6,382,292	 	 	 	10,786,117	 	 	 







 









 








ATTACHMENT L-1

IDENTIFICATION OF WSIP PROJECTS AS REGIONAL/RETAIL

(Section 5.04)




	 	 	 	 	 
	Project	 	 	 	 
	Number	 	 	 	 
	REGIONAL	 	 	 	Project Description
	 
	 	 	 	San Joaquin Region
	CUW373
	 	Regional	 	     San Joaquin Pipeline System Rehabilitation
	CUW384
	 	Regional	 	     Tesla Advance Disinfection
	CUW387
	 	Regional	 	     Tesla Portal Disinfection
	 
	 	 	 	 
	 
	 	 	 	Sunol Valley Region
	CUW352
	 	Regional	 	     Alameda Creek Fishery Enhancement
	CUW355
	 	Regional	 	     Stand-by Power — Various Locations
	CUW359
	 	Regional	 	     New Irvington Tunnel/Alameda Siphon No. 4
	CUW370
	 	Regional	 	     Pipeline Readiness Improvements
	CUW374
	 	Regional	 	     Calaveras Dam Replacement
	CUW381
	 	Regional	 	     SVWTP 40 mgd Addition
	CUW382
	 	Regional	 	     SVWTP Finished Water Reservoir
	CUW386
	 	Regional	 	     San Antonio Pump Station Upgrade
	 
	 	 	 	 
	 
	 	 	 	Bay Division Region
	CUW353
	 	Regional	 	     Seismic Upgrade BDPL 3 & 4
	CUW363
	 	Regional	 	     SCADA Phase II/Security Upgrades
	CUW368
	 	Regional	 	     BDPL Reliability Upgrades
	CUW380
	 	Regional	 	     BDPL 3 & 4 Crossover
	CUW389
	 	Regional	 	     EBMUD Intertie
	CUW393
	 	Regional	 	     BDPL 4 Slipline
	 
	 	 	 	 
	 
	 	 	 	Peninsula Region
	CUW354
	 	Regional	 	     Lower Crystal Springs Dam Improvement
	CUW356
	 	Regional	 	     Crystal Springs Bypass Tunnel
	CUW357
	 	Regional	 	     Adit Leak Repairs
	CUW361
	 	Regional	 	     Pulgas Balancing Reservoir Rehabilitation and Improvements
	CUW365
	 	Regional	 	     Cross Connection Control
	CUW366
	 	Regional	 	     HTWTP Short Term Improvements
	CUW367
	 	Regional	 	     HTWTP Long Term Improvements
	CUW369
	 	Regional	 	     Capuchino Valve Lot Improvements
	CUW371
	 	Regional	 	     Crystal Springs/San Andreas Transmission
	CUW378
	 	Regional	 	     Crystal Springs Pipleine 2 Replacement
	CUW379
	 	Regional	 	     San Andreas Pipeline 3 Installation
	CUW390
	 	Regional	 	     Desalination
	CUW391
	 	Regional	 	     Baden & San Pedro Valve Lots Improvements






Page 1 of 3




 









 








ATTACHMENT L-1

IDENTIFICATION OF WSIP PROJECTS AS REGIONAL/RETAIL

(Section 5.04)




	 	 	 	 	 
	Project	 	 	 	 
	Number	 	 	 	Project Description
	 

	 	 	 	San Francisco Region
	CUW358

	 	Regional
	 	     Sunset Reservoir Upgrades — North Basin
	CUW372

	 	Regional
	 	     University Mound Reservoir Upgrades — North Basin
	 
	 	 	 	 
	 

	 	 	 	System-Wide
	CUW388

	 	Regional
	 	     PEIR
	CUW392

	 	Regional
	 	     Program Management Services
	CUW394

	 	Regional
	 	     Watershed Land Acquisition
	 
	 	 	 	 
	RETAIL
	 	 	 	 
	 

	 	 	 	Reservoirs
	CUW307

	 	Local
	 	     Summit Reservoir Rehabilitation
	CUW310

	 	Local
	 	     New Northwest Reservoir
	CUW319

	 	Local
	 	     Hunters Point Reservoir Rehabilitation
	CUW334

	 	Local
	 	     Stanford Heights Reservoir Rehabilitation
	CUW335

	 	Local
	 	     Potrero Heights Reservoir Rehabiliation
	CUW337

	 	Local
	 	     Sutro Reservoir Rehabilitation
	 
	 	 	 	 
	 

	 	 	 	Pump Stations/Tanks
	CUW306

	 	Local
	 	     Crocker Amazon Pump Station Upgrade
	CUW309

	 	Local
	 	     Lake Merced Pump Station Upgrade
	CUW314

	 	Local
	 	     La Grande Tank Upgrade
	CUW318

	 	Local
	 	     Forest Hill Tank Rehabilitation
	CUW320

	 	Local
	 	     Forest Hill Pump Station Upgrade
	CUW321

	 	Local
	 	     Forest Knoll Pump Station Upgrade
	CUW322

	 	Local
	 	     Lincoln Park Pump Station Upgrade
	CUW323

	 	Local
	 	     Alemany Pump Station Upgrade
	CUW324

	 	Local
	 	     Mount Davidson Pump Station Upgrade
	CUW326

	 	Local
	 	     Palo Alto Pump Station Upgrade
	CUW326

	 	Local
	 	     Sktview-AquaVista Pump Station Upgrade
	CUW327

	 	Local
	 	     Summit Pump Station Upgrade
	CUW328

	 	Local
	 	     McLaren #1 Tank Rehabilitation
	CUW329

	 	Local
	 	     Potrero Heights Tank Seismic Upgrade
	CUW330

	 	Local
	 	     Forest Knoll Tank Seismic Upgrade
	CUW331

	 	Local
	 	     Lincoln Park Tank Seismic Upgrade
	CUW332

	 	Local
	 	     McLaren #2 Tank Rehabilitation
	CUW333

	 	Local
	 	     Mount Davidson Tank Seismic Upgrade
	CUW338

	 	Local
	 	     La Grande Pump Station Upgrade
	CUW339

	 	Local
	 	     Potrero Heights Pump Station Upgrade
	CUW340

	 	Local
	 	     Vista Francisco Pump Station Upgrade






Page 2 of 3




 









 




ATTACHMENT L-1

IDENTIFICATION OF WSIP PROJECTS AS REGIONAL/RETAIL

(Section 5.04)




	 	 	 	 	 
	Project	 	 	 	 
	Number	 	 	 	Project Description
	 

	 	 	 	Pipelines/Valves
	CUW304

	 	Local
	 	     North University Mound System Upgrade
	CUW308

	 	Local
	 	     Motorize Key Valves
	CUW311

	 	Local
	 	     Sunset Circulation Improvements
	CUW312

	 	Local
	 	     Lincoln Way Transmission Line
	CUW313

	 	Local
	 	     Noe Valley Transmission Main, Phase 2
	CUW315

	 	Local
	 	     East/West Transmission Main
	CUW316

	 	Local
	 	     Fulton @ Six the Ave Main Replacement
	 
	 	 	 	 
	 

	 	 	 	Water Supply/Water Quality
	CUW301

	 	Local
	 	     Groundwater
	CUW302

	 	Local
	 	     Recycled Water
	CUW364

	 	Local
	 	     Lawrence-Livermore National Laboratory Water Quality Improvements
	 
	 	 	 	 
	 

	 	 	 	Miscellaneous
	CUW303

	 	Local
	 	     Vehicle Service Facility Upgrade
	CUW305

	 	Local
	 	     Fire Protection at CCD






Page 3 of 3





 











 





ATTACHMENT L-2




03/13/06                 




$507,815,000

PUBLIC UTILITIES COMMISSION

OF THE CITY AND COUNTY OF SAN FRANCISCO

SAN FRANCISCO WATER REVENUE BONDS, 2006 SERIES A




$110,065,000

PUBLIC UTILITIES COMMISSION

OF THE CITY AND COUNTY OF SAN FRANCISCO

SAN FRANCISCO WATER REVENUE BONDS, 2006 REFUNDING SERIES B




CERTIFICATE REGARDING USE OF PROCEEDS




     The undersigned hereby states and certifies as follows:



     (i) The undersigned is the General Manager of the Public Utilities Commission of
the City and County of San Francisco (the “Commission”), and is authorized to execute
this certificate on behalf of the Commission and is knowledgeable with respect to the
matters set forth herein.



     (ii) On the date hereof, the Commission is issuing the two series of bonds
captioned above (the “2006 Series A Bonds,” the “2006 Refunding Series B Bonds” and,
together, the “Bonds”) pursuant to an Amended and Restated Indenture dated as of August
1, 2002 and the First Supplemental Indenture dated as of March 1, 2006 (collectively,
the “Indenture”), both by and between the Commission and U.S. Bank National
Association, as trustee (the “Trustee”).



     (iii) The Trustee will transfer and deposit the proceeds of the 2006 Series A
Bonds received by the Trustee on the date hereof as follows:




     (1) $48,212,528.32 will be deposited in the 2006 Series A Capitalized Interest Account
established within the Interest Fund;




     (2) $15,958,031.25 will be deposited in the 2006 Series A Reserve Account of
the Bond Reserve Fund;




     (3) $623,906.09 will be deposited in the 2006 Series A Costs of Issuance Fund;




     (4) $120,622,352.19 will be deposited in the 2006 Series A Refunding Fund and
transferred pursuant to Irrevocable Refunding Instructions of the Commission dated
the date hereof; and




     (5) the remaining $338,600,816.86 will be transferred to the Treasurer for
deposit to the 2006 Series A Project Fund.



     (iv) The proceeds of the 2006 Series A Bonds transferred pursuant to the
Irrevocable Refunding Instructions of the Commission will be used to defease and
refund the Commission’s Commercial Paper Notes (Water Series) on a current basis. The
Notes were issued to finance a portion of the facilities described in Exhibit A
hereto.



     (v) The proceeds of the Bonds deposited in the 2006 Series A Project Fund will be
used to finance a portion of the facilities described in Exhibit A hereto.













 





ATTACHMENT L-2

CONTINUED          




     (vi) The Trustee will transfer and deposit the proceeds of the 2006 Refunding
Series B Bonds received by the Trustee on the date hereof as follows:




     (1) $192,498.04 will be deposited in the 2006 Refunding Series B Costs of
Issuance Fund; and




     (2) $111,178,241.95 will be deposited in the 2006 Refunding Series B Refunding
Fund.



     (vii) The proceeds of the Bonds deposited in the 2006 Refunding Series B Refunding
Fund, together with amounts on deposit in the funds and accounts established under the
Indenture for the Commission’s San Francisco Water Revenue Bonds, 1996 Series A (the
“1996 Series A Bonds”) and its San Francisco Water Revenue Bonds, 2001 Series A (the
“2001 Series A Bonds”), will be used to refund on an advance basis a portion of the
outstanding 1996 Series A Bonds and a portion of the outstanding 2001 Series A Bonds.
The portion of the 1996 Series A Bonds being refunded were issued to finance the
facilities (the “1996 Project”) described in Exhibit B hereto, and the portion of the
2001 Series A Bonds being refunded were used to finance the facilities (the “2001
Project”) described in Exhibit B hereto.



     (viii) Exhibit C hereto attached describes (A) each use to be made by any person of
the Project, the 1996 Project and the 2001 Project other than use by the Commission and
other non-federal governmental units and other than use by members of the public
generally, and (B) payments (if any) directly or indirectly in respect of such use which
are to be made after the date hereof;



     (ix) Other than as set forth in Exhibit A and Exhibit B, no portion of the proceeds
of the Bonds will be used, directly or indirectly, to make or finance a loan to any
person (other than a State or local government unit) or to acquire property which will
be sold or leased to any person (other than a State or local government unit) on an
installment a sale basis except as referenced in Exhibit C.



     (x) The Commission expects to use the Project for the purposes referenced and
discussed in Exhibit A, Exhibit B, Exhibit C and Exhibit D or for other governmental
purposes of the Commission during the entire term of the Bonds. .



     (xi) Set forth on Exhibit D is the Commission’s methodology for determining
governmental use and private use with respect to the water enterprise.



     (xii) To the best knowledge of the undersigned, the above statements are reasonable
and there are no other facts, estimates or circumstances, other than those set forth
herein, that would materially affect the statements made herein.



     Capitalized terms used but not defined herein have the meanings set forth in the
Indenture.



     IN WITNESS WHEREOF, I have hereunto set my name this 15th day of March, 2006.



	 	 	 	 	 
	 	 	PUBLIC UTILITIES COMMISSION OF THE
	 	 	CITY AND COUNTY OF SAN FRANCISCO
	 
	 	 	 	 
	 

	 	By:	 	/s/ Edward Harrington 
	 

	 	 	 	 
	 

	 	 	 	General Manager






2









 





ATTACHMENT L-2 (CONTINUED)

WATER ENTERPRISE REVENUE BOND 2006 SERIES A

SUMMARY OF SOURCES AND USES OF FUNDS

(Section 5.04)



Source: Closing Documents (Certificate Regarding Use of Proceeds)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	Proceeds
	 	 	 	 	 	 	 	 	 	 	 	 
	Principal
	 	 	507,815,000.00	 	 	 	 	 	 	 	 	 
	Plus Premium
	 	 	19,109,138.35	 	 	 	 	 	 	 	 	 
	Minus Underwriter’s Discount
	 	 	(932,940.06	)	 	 	 	 	 	 	 	 
	Minus Insurance
	 	 	(1,973,563.58	)	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Net Proceeds
	 	 	524,017,634.71	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Use of Proceeds
	 	 	 	 	 	 	 	 	 	 	 	 
	Capitalized Interest Fund
	 	 	48,212,528.32	 	 	 	 	 	 	 	 	 
	Bond Reserve Fund
	 	 	15,958,031.25	 	 	 	 	 	 	 	 	 
	Insurance Fund
	 	 	623,906.09	 	 	 	 	 	 	 	 	 
	Series A Refunding Fund
	 	 	120,622,352.19	}	459,223,169.05	 	 	 	 	 	 	 
	Series A Project Fund
	 	 	338,600,816.86	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total Uses
	 	 	524,017,634.71	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Commercial Paper	 	Project Fund	 	Total
	Hetch Hetchy
	 	 	 	 	 	 	 	 	 	 	 	 
	Tesla Portal Disinfection
	 	 	251,262.58	 	 	 	1,147,302.42	 	 	 	1,398,565.00	 
	Advance Disinfection
	 	 	429,714.76	 	 	 	5,611,554.24	 	 	 	6,041,269.00	 
	SJPL
	 	 	4,737,937.28	 	 	 	17,784,667.72	 	 	 	22,522,605.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total Hetch Hetchy
	 	 	5,418,914.62	 	 	 	24,543,524.38	 	 	 	29,962,439.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SF Regional
	 	 	 	 	 	 	 	 	 	 	 	 
	University Mound — North
	 	 	55,728.10	 	 	 	5,964,279.90	 	 	 	6,020,008.00	 
	Sunset — North
	 	 	7,525,896.84	 	 	 	28,782,094.16	 	 	 	36,307,991.00	 
	Groundwater
	 	 	3,400,973.67	 	 	 	2,963,110.33	 	 	 	6,364,084.00	 
	Recycled Water
	 	 	1,548,036.76	 	 	 	11,316,958.24	 	 	 	12,864,995.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total SF Regional
	 	 	12,530,635.37	 	 	 	49,026,442.63	 	 	 	61,557,078.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	SF Local
	 	 	45,405,787.71	 	 	 	106,407,313.30	 	 	 	151,813,101.01	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Sunol Valley Subregional
	 	 	 	 	 	 	 	 	 	 	 	 
	Calaveras Dam
	 	 	9,065,945.51	 	 	 	15,993,818.49	 	 	 	25,059,764.00	 
	Stand-by Power
	 	 	556,398.67	 	 	 	1,207,319.33	 	 	 	1,763,718.00	 
	Pipeline Readiness
	 	 	649,566.31	 	 	 	4,942,205.69	 	 	 	5,591,772.00	 
	SAPS Upgrade
	 	 	213,423.44	 	 	 	1,748,134.56	 	 	 	1,961,558.00	 
	SVWTP Finished Water Res
	 	 	3,317,203.82	 	 	 	7,838,383.18	 	 	 	11,155,587.00	 
	Irvington Tunnel
	 	 	4,084,139.65	 	 	 	18,247,176.35	 	 	 	22,331,316.00	 
	Alameda Creek Fishery
	 	 	656,765.00	 	 	 	1,327,119.00	 	 	 	1,983,884.00	 
	SVWTP40 mgd Addition
	 	 	25,378.75	 	 	 	3,474,585.25	 	 	 	3,499,964.00	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total Sunol Valley Subregional
	 	 	18,568,821.15	 	 	 	54,778,741.85	 	 	 	73,347,563.00	 






Page 1 of 2














 








ATTACHMENT L-2 (CONTINUED)

WATER ENTERPRISE REVENUE BOND 2006 SERIES A

SUMMARY OF SOURCES AND USES OF FUNDS

(Section 5.04)



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Miscellaneous
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PEIR
	 	 	3,204,177.44	 	 	 	5,103,872.56	 	 	 	8,308,050.00	 	 	 	 	 
	PPPCMS Services
	 	 	2,964,786.31	 	 	 	10,358,811.69	 	 	 	13,323,598.00	 	 	 	 	 
	Watershed Land Acquisition
	 	 	—	 	 	 	502,660.00	 	 	 	502,660.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Miscellaneous
	 	 	6,168,963.75	 	 	 	15,965,344.25	 	 	 	22,134,308.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LLNL
	 	 	133,156.60	 	 	 	282,702.40	 	 	 	415,859.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bay Division Subregional
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Seismic Upgrade BDPL 3 & 4
	 	 	4,758,306.54	 	 	 	16,481,539.46	 	 	 	21,239,846.00	 	 	 	 	 
	BDPL Reliability
	 	 	4,360,664.44	 	 	 	40,874,800.56	 	 	 	45,235,465.00	 	 	 	 	 
	BDPL 3 & 4 Crossover
	 	 	802,494.94	 	 	 	493,817.06	 	 	 	1,296,312.00	 	 	 	 	 
	SCADA Phase II
	 	 	65,497.37	 	 	 	1,247,963.63	 	 	 	1,313,461.00	 	 	 	 	 
	EBMUD Intertie
	 	 	6,668,906.37	 	 	 	4,075,015.63	 	 	 	10,743,922.00	 	 	 	 	 
	BDPL 4 Slipline
	 	 	—	 	 	 	1,219,251.00	 	 	 	1,219,251.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Bay Division Subregional
	 	 	16,655,869.66	 	 	 	64,392,387.34	 	 	 	81,048,257.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Peninsula Subregional
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Capuchino Valve Lot
	 	 	162,584.69	 	 	 	753,779.31	 	 	 	916,364.00	 	 	 	 	 
	CS/SA Transmission
	 	 	2,288,853.10	 	 	 	3,448,975.90	 	 	 	5,737,829.00	 	 	 	 	 
	Adit Leak Repair
	 	 	255,334.99	 	 	 	1,650,368.01	 	 	 	1,905,703.00	 	 	 	 	 
	HTWTP Short Term
	 	 	2,874,763.69	 	 	 	3,582,860.31	 	 	 	6,457,624.00.	 	 	 	 	 
	Cross Connection Control
	 	 	1,150,559.48	 	 	 	324,549.52	 	 	 	1,475,109.00	 	 	 	 	 
	CS Bypass Tunnel
	 	 	2,873,475.22	 	 	 	15,532,584.78	 	 	 	18,406,060.00	 	 	 	 	 
	LCS Dam Improvement
	 	 	931,587.07	 	 	 	3,278,932.93	 	 	 	4,210,520.00	 	 	 	 	 
	Pulgas Balancing Reservoir
	 	 	1,218,341.39	 	 	 	2,706,284.61	 	 	 	3,924,626.00	 	 	 	 	 
	HTWTP Long Term
	 	 	1,107,185.77	 	 	 	2,549,793.23	 	 	 	3,656,979.00	 	 	 	 	 
	Baden & San Pedro Valve Lots
	 	 	60,203.48	 	 	 	2,963,540.52	 	 	 	3,023,744.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Peninsula Subregional
	 	 	12,922,888.88	 	 	 	36,791,669.12	 	 	 	49,714,558.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	San Francisco Subregional
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CSPL 2 Replacement
	 	 	1,269,111.95	 	 	 	5,019,824.05	 	 	 	6,288,936.00	 	 	 	 	 
	SAPL 3
	 	 	1,492,584.40	 	 	 	1,942,479.60	 	 	 	3,435,064.00	 	 	 	 	 
	Desalination
	 	 	55,618.10	 	 	 	596,473.90	 	 	 	652,092.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total San Francisco Subregional
	 	 	2,817,314.45	 	 	 	7,558,777.55	 	 	 	10,376,092.00	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Grand Total
	 	 	120,622,352.19	 	 	 	359,746,902.82	 	 	 	480,369,255.01	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Regional
	 	 	 	 	 	 	 	 	 	 	328,140,295.00	 	 	 	68.31	%
	Local
	 	 	 	 	 	 	 	 	 	 	152,228,960.01	 	 	 	31.69	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	480,369,255.01	 	 	 	 	 










This certificate is for illustration only. It was prepared in 2006
and shown groundwater and recycled water projects as regional instead
of local. In addition, it does not reflect expenditures for the
portions of regional assets which in rate base as of June 30, 2008
nor what is expected to be added to rate base through June 30, 2009.
For these reasons, the percentages shown for regional and local
projects are not accurate.







Page 2 of 2















 








ATTACHMENT L-3

WATER ENTERPRISE REVENUE BOND 2006 SERIES A

ANNUAL REPORT ON EXPENDITURES OF AND EARNINGS ON PROCEEDS

AS OF JUNE 30, 2009

(Section 5.04 A)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Appropriated	 	Adjusted	 	 	 	 
	Project	 	 	 	 	 	Net Financing	 	Interest	 	Project	 	Expenditures	 	Remaining
	Number	 	 	 	Project Description	 	Proceeds1	 	Earnings2	 	Funding	 	Thru 6/30/093	 	Balance
	REGIONAL PROGRAM	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	San Joaquin Region
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW373	 	Regional	 	San Joaquin Pipeline System Rehabilitation
	 	 	1,398,565	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW384	 	Regional	 	Tesla Advance Disinfection
	 	 	6,041,269	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW387	 	Regional	 	Tesla Portal Disinfection
	 	 	22,522,605	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Total San Joaquin Region
	 	 	29,962,439	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Sunol Valley Region
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW352	 	Regional	 	Alameda Creek Fishery Enhancement
	 	 	1.983,884	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW355	 	Regional	 	Stand-by Power — Various Locations
	 	 	1,763,718	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW359	 	Regional	 	New Irvington Tunnel/Alameda Siphon No. 4
	 	 	22.331,316	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW370	 	Regional	 	Pipeline Readiness Improvements
	 	 	5,591,772	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW374	 	Regional	 	Calaveras Dam Replacement
	 	 	25,059,764	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW381	 	Regional	 	SVWTP40 mgd Addition
	 	 	3,499,964	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW382	 	Regional	 	SVWTP Finished Water Reservoir
	 	 	11,155,587	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW386	 	Regional	 	San Antonio Pump Station Upgrade
	 	 	1,961,558	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Total Sunol Valley Region
	 	 	73,347,563	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Bay Division Region
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW353	 	Regional	 	Seismic Upgrade BDPL 3 & 4
	 	 	21,234,846	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW363	 	Regional	 	SCADA Phase II/Security Upgrades
	 	 	1,313,461	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW368	 	Regional	 	BDPL Reliability Upgrades
	 	 	45,235,465	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW380	 	Regional	 	BDPL 3 & 4 Crossover
	 	 	21,239,846	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW389	 	Regional	 	EBMUD Intertie
	 	 	10,743,922	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW393	 	Regional	 	BDPL 4 Slipline
	 	 	1,219,251	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Total Bay Division Region
	 	 	100,986,791	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Peninsula Region
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW354	 	Regional	 	Lower Crystal Springs Dam Improvement
	 	 	4,210,520	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW356	 	Regional	 	Crystal Springs Bypass Tunnel
	 	 	18,406,050	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW357	 	Regional	 	Adit Leak Repairs
	 	 	1,905,703	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW361	 	Regional	 	Pulgas Balancing Reservoir Rehabilitation and Improvements
	 	 	3,924,626	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW365	 	Regional	 	Cross Connection Control
	 	 	1,475,109	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW366	 	Regional	 	HTWTP Short Term Improvements
	 	 	6,457,624	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW367	 	Regional	 	HTWTP Long Term Improvements
	 	 	3,656,979	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW369	 	Regional	 	Capuchino Valve Lot Improvements
	 	 	916,364	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW371	 	Regional	 	Crystal Springs/San Andreas Transmission
	 	 	5,737,829	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW378	 	Regional	 	Crystal Springs Pipleine 2 Replacement
	 	 	6,288,936	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW379	 	Regional	 	San Andreas Pipeline 3 Installation
	 	 	3,435,064	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW390	 	Regional	 	Desalination
	 	 	652,092	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW391	 	Regional	 	Baden & San Pedro Valve Lots Improvements
	 	 	3,023,744	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Total Peninsula Region
	 	 	60,090,650	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	San Francisco Region
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW358	 	Regional	 	Sunset Reservoir Upgrades — North Basin
	 	 	6,020,008	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW372	 	Regional	 	University Mound Reservoir Upgrades — North Basin
	 	 	36,307,991	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Total San Francisco Region
	 	 	42,327,999	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	System-Wide
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW388	 	Regional	 	PEIR
	 	 	8,308,050	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW392	 	Regional	 	Program Management Services
	 	 	13,323,598	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW394	 	Regional	 	Watershed Land Acquisition
	 	 	502,660	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Total System-Wide
	 	 	22,134,308	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Total Regional Program
	 	 	328,849,750	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	LOCAL PROGRAM	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Reservoirs
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW307	 	Local	 	Summit Reservoir Rehabilitation
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW310	 	Local	 	New Northwest Reservoir
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW319	 	Local	 	Hunters Point Reservoir Rehabilitation
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW334	 	Local	 	Stanford Heights Reservoir Rehabilitation
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW335	 	Local	 	Potrero Heights Reservoir Rehabilitation
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW337	 	Local	 	Sutro Reservoir Rehabilitation
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Total Reservoirs
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Pump Stations/Tanks
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW306	 	Local	 	Crocker Amazon Pump Station Upgrade
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW309	 	Local	 	Lake Merced Pump Station Upgrade
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW314	 	Local	 	La Grande Tank Upgrade
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW318	 	Local	 	Forest Hill Tank Rehabilitation
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW320	 	Local	 	Forest Hill Pump Station Upgrade
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW321	 	Local	 	Forest Knoll Pump Station Upgrade
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW322	 	Local	 	Lincoln Park Pump Station Upgrade
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW323	 	Local	 	Alemany Pump Station Upgrade
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW324	 	Local	 	Mount Davidson Pump Station Upgrade
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






Page 1 of 2














 








WATER ENTERPRISE REVENUE BOND 2006 SERIES A

ANNUAL REPORT ON EXPENDITURES OF AND EARNINGS ON PROCEEDS

AS OF JUNE 30, 2009

(Section 5.04 A)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Appropriated	 	Adjusted	 	 	 	 
	Project	 	 	 	 	 	Net Financing	 	Interest	 	Project	 	Expenditures	 	Remaining
	Number	 	 	 	Project Description	 	Proceeds1	 	Earnings2	 	Funding	 	Thru 6/30/093	 	Balance
	CUW326	 	Local	 	Palo Alto Pump Station Upgrade
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW326	 	Local	 	Sktview-AquaVista Pump Station Upgrade
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW327	 	Local	 	Summit Pump Station Upgrade
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW328	 	Local	 	McLaren #1 Tank Rehabilitation
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW329	 	Local	 	Potrero Heights Tank Seismic Upgrade
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW330	 	Local	 	Forest Knoll Tank Seismic Upgrade
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW331	 	Local	 	Lincoln Park Tank Seismic Upgrade
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW332	 	Local	 	McLaren #2 Tank Rehabilitation
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW333	 	Local	 	Mount Davidson Tank Seismic Upgrade
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW338	 	Local	 	La Grande Pump Station Upgrade
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW339	 	Local	 	Potrero Heights Pump Station Upgrade
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW340	 	Local	 	Vista Francisco Pump Station Upgrade
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Total Pump Stations/Tanks
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Pipelines/Valves
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW304	 	Local	 	North University Mound System Upgrade
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW308	 	Local	 	Motorize Key Valves
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW311	 	Local	 	Sunset Circulation Improvements
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW312	 	Local	 	Lincoln Way Transmission Line
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW313	 	Local	 	Noe Valley Transmission Main, Phase 2
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW315	 	Local	 	East/West Transmission Main
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW316	 	Local	 	Fulton @ Sixth Ave Main Replacement
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Total Pipelines Valves
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Water Supply/Water Quality
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW301	 	Local	 	Groundwater
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW302	 	Local	 	Recycled Water
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW364	 	Local	 	Lawrence-Livermore National Laboratory Water Quality Improvements
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Total Water Supply/Water Quality
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Miscellaneous
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW303	 	Local	 	Vehicle Service Facility Upgrade
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW305	 	Local	 	Fire Protection at CCD
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Total Miscellaneous
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Total Local Program
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Grand Total Regional and Local Programs
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Unappropriated Interest Earnings
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Percent of Net Proceeds4
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Percent of Net Proceeds and Earnings4
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 








 




			
	1	 	Net financing proceeds available on date of issue (i.e. deposit to project fund)
	 
	2	 	Cumulative net of arbitrage rebate liability
	 
	3	 	Cumulative
	 
	4	 	if financing sources Substantially Expended, proceed allocations are then fixed





Page 2 of 2

















 







			
	REVENUE-FUNDED CAPITAL ADDITIONS (Section 5.04.B)
	 	ATTACHMENT M-1
	Subfund: 5W CPF WCF — Wholesale Customer Capital Fund (Water)
	 	Page 1 of 2
	 	 	 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Projected FAMIS as of July 1, 2009 (Day 1 of New Budget Year)	 
	 
	 	 	 	 	A	 	 	B	 	 	C	 	 	D	 	 	E	 	 	F	 	 	G=C-D-F	 	 	H	 	 	I=G-H	 
	 	 	 	 	 	 	Wholesale Customer Capital Fund (5W CPF WCF)	 
	Based on Proportionate Annual Water Deliveries of ...	 	 	 	 	 	68.7%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	FY 2009-10	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Projected	 	 	 	 
	 	 	 	 	FY 2009-10	 	 	Approved	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Expended &	 	 	 	 
	 	 	 	 	Approved	 	 	Budget –	 	 	Total	 	 	 	 	 	 	Fiscal Year	 	 	Encumbered	 	 	Appropriated,	 	 	Encumbered	 	 	Projected	 
	 	 	 	 	Budget* -	 	 	WHOLESALE	 	 	Appropriation -	 	 	All Years Actual	 	 	2009-10 Actual	 	 	But Not	 	 	Unencumbered	 	 	through	 	 	Surplus /	 
	Project	 	Title	 	Total Regional	 	 	SHARE	 	 	All Years^	 	 	Expenditures^	 	 	Expenditures^	 	 	Expended^	 	 	Balance^	 	 	6/30/2010	 	 	(Shortfall)	 
	CUW262	 	Regional Water RnR — Treatment Facilities
	 	$	1,000,000	 	 	$	687,000	 	 	$	687,000	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	687,000	 	 	$	229,000	 	 	$	458,000	 
	CUW263	 	Regional Water RnR — Conveyance/Transmission Systems
	 	$	7,000,000	 	 	$	4,809,000	 	 	$	4,809,000	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	4,809,000	 	 	$	1,603,000	 	 	$	3,206,000	 
	CUW264	 	Regional Water — Watersheds / ROW Management
	 	$	500,000	 	 	$	343,500	 	 	$	343,500	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	343,500	 	 	$	114,000	 	 	$	229,500	 
	FUW100	 	Regional Water — Facilities Maintenance
	 	$	3,700,000	 	 	$	2,541,900	 	 	$	2,541,900	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	2,541,900	 	 	$	847,000	 	 	$	1,694,900	 
	CUW261	 	Regional Water — Storage
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Regional Total
	 	$	12,200,000	 	 	$	8,381,400	 	 	$	8,381,400	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	8,381,400	 	 	$	2,793,000	 	 	$	5,588,400	 
	 	 	 	 	 	 	 	 	 	 








 




		
	Source:	 * SFPUC Commission Approved Budget, February 2009, Same Format
	 
		 ^ FAMIS — City’s Official Financial System of Record





REVENUE-FUNDED CAPITAL ADDITIONS (Section 5.04.B)




			
	Subfund: 5W CPF WCF — Wholesale Customer Capital Fund (Water)
	 	Projected FAMIS as of June 30, 2010 (Last Day of Budget Year)
	 	 	 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Wholesale Customer Capital Fund (5W CPF WCF)	 
	Based on Proportionate Annual Water Deliveries of ...	 	 	 	 	 	68.7%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	FY 2009-10	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Projected	 	 	 	 
	 	 	 	 	FY 2009-10	 	 	Approved	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Expended &	 	 	 	 
	 	 	 	 	Approved	 	 	Budget -	 	 	Total	 	 	 	 	 	 	Fiscal Year	 	 	Encumbered	 	 	Appropriated,	 	 	Encumbered	 	 	Projected	 
	 	 	 	 	Budget* -	 	 	WHOLESALE	 	 	Appropriation -	 	 	All Years Actual	 	 	2009-10 Actual	 	 	But Not	 	 	Unencumbered	 	 	through	 	 	Surplus /	 
	Project	 	Title	 	Total Regional	 	 	SHARE	 	 	All Years^	 	 	Expenditures^	 	 	Expenditures^	 	 	Expended^	 	 	Balance^	 	 	6/30/2011	 	 	(Shortfall)	 
	CUW262	 	Regional Water RnR — Treatment Facilities
	 	$	1,000,000	 	 	$	687,000	 	 	$	687,000	 	 	$	235,000	 	 	$	235,000	 	 	$	—	 	 	$	452,000	 	 	$	409,000	 	 	$	43,000	 
	CUW263	 	Regional Water RnR — Conveyance/Transmission Systems
	 	$	7,000,000	 	 	$	4,809,000	 	 	$	4,809,000	 	 	$	1,395,000	 	 	$	1,395,000	 	 	$	25,000	 	 	$	3,389,000	 	 	$	1,589,000	 	 	$	1,800,000	 
	CUW264	 	Regional Water — Watersheds / ROW Management
	 	$	500,000	 	 	$	343,500	 	 	$	343,500	 	 	$	115,000	 	 	$	115,000	 	 	$	50,000	 	 	$	178,500	 	 	$	35,500	 	 	$	143,000	 
	FUW100	 	Regional Water — Facilities Maintenance
	 	$	3,700,000	 	 	$	2,541,900	 	 	$	2,541,900	 	 	$	850,000	 	 	$	850,000	 	 	$	123,000	 	 	$	1,568,900	 	 	$	768,900	 	 	$	800,000	 
	CUW261	 	Regional Water — Storage
	 	$	—	 	 	$	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Regional Total
	 	$	12,200,000	 	 	$	8,381,400	 	 	$	8,381,400	 	 	$	2,595,000	 	 	$	2,595,000	 	 	$	198,000	 	 	$	5,588,400	 	 	$	2,802,400	 	 	$	2,786,000	 
	 	 	 	 	 	 	 	 	 	 








 




		
	Source:	 * SFPUC Commission Approved Budget, February 2009, Same Format
	 
		 ^ FAMIS — City’s Official Financial System of Record


















 









			
	REVENUE-FUNDED CAPITAL ADDITIONS (Section 5.04.B)
	 	ATTACHMENT M-1
	Subfund: 5T CPF WCF — Wholesale Customer Capital Fund (Hetch Hetchy)
	 	Page 2 of 2
	 	 	 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	Projected FAMIS as of July 1, 2009 (Day 1 of New Budget Year)	 
	 
	 	 	 	 	A	 	 	B	 	 	C	 	 	D	 	 	E	 	 	F	 	 	G=C-D-F	 	 	H	 	 	I=G-H	 
	 	 	 	 	 	 	 	Wholesale Customer Capital Fund (5w CPF WCF)	 
	Based on Proportionate Annual Water Deliveries of ...	 	 	 	 	 	 	68.1%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	FY 2009-10	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Projected	 	 	 	 
	 	 	 	 	FY 2009-10	 	 	Approved	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Expended &	 	 	 	 
	 	 	 	 	Approved	 	 	Budget -	 	 	Total	 	 	 	 	 	 	Fiscal Year	 	 	Encumbered	 	 	Appropriated,	 	 	Encumbered	 	 	Projected	 
	 	 	 	 	Budget* -	 	 	WHOLESALE	 	 	Appropriation -	 	 	All Years Actual	 	 	2009-10 Actual	 	 	But Not	 	 	Unencumbered	 	 	through	 	 	Surplus /	 
	Project	 	Title	 	Total Regional	 	 	SHARE	 	 	All Years^	 	 	Expenditures^	 	 	Expenditures^	 	 	Expended^	 	 	Balance^	 	 	6/30/2010	 	 	(Shortfall)	 
	 	 	 	 	 	 	 	 	 	 	 	 
		 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUH931	 	HH Microwave Replacement
	 	$	4,000,000 	 J	 	$	1,224,900	 	 	$	1,224,900	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	1,224,900	 	 	$	408,000	 	 	$	816,900	 
	CUH977	 	HH Water R&R — Facilities Maintenance
	 	$	3,500,000 	 J	 	$	1,071,788	 	 	$	1,071,788	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	1,071,788	 	 	$	357,000	 	 	$	714,788	 
	CUH947	 	SEA — Go Solar Incentive Project
	 	$	4,000,000 	 P	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	CUH971	 	Alternative Transmission Studies
	 	$	1,000,000 	 P	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	CUH976	 	HH Water R&R — Power Infrastructure
	 	$	16,700,000 	 P	 	$	—	 	 	$	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 	 	 	 	 
	CUH979	 	Hunters Point Municipal Power
	 	$	— 	 P	 	$	—	 	 	$	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 	 	 	 	 
	CUH983	 	Civic Center Sustainability District
	 	$	1,090,000 	 P	 	$	—	 	 	$	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 	 	 	 	 
	CUH986	 	General Fund Dept — Energy Efficiency
	 	$	7,365,158 	 P	 	$	—	 	 	$	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 	 	 	 	 
	 	 	Renewable/Generation
	 	$	3,501,307 	 P	 	$	—	 	 	$	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 	 	 	 	 
	 	 	Treasure Island Improvement Project
	 	$	2,700,000 	 P	 	$	—	 	 	$	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 	 	 	 	 
	 	 	Enterprise Fund Dept — Energy Efficiency
	 	$	325,722 	 P	 	$	—	 	 	$	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 	 	 	 	 
	CUH975	 	HH Water R&R — Water Infrastructure
	 	$	6,000,000 	 W	 	$	4,083,000	 	 	$	4,083,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	1,361,000	 	 	 	 	 
	 	 	Toulumne River Watershed Protection
	 	$	2,000,000 	 W	 	$	1,361,000	 	 	$	1,361,000	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	454,000	 	 	 	 	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Regional Total
	 	$	52,182,187	 	 	$	7,740,688	 	 	$	7,740,688	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	2,296,688	 	 	$	2,580,000	 	 	$	1,531,6881	 
	 	 	 	 	 	 	 	 	 	 








 




			
	Source:	 	* SFPUC Commission Approved Budget. February 2009, Same Format
	 
		 	^ FAMIS — City’s Official Financial System of Record





	 		
	REVENUE-FUNDED CAPITAL ADDITIONS (Section 5.04.B)
	 	Projected FAMIS as of June 30, 2010 (Last Day of Budget Year)
	Subfund: 5T CPF WCF — Wholesale Customer Capital Fund (Hetch Hetchy)	 	 
	 	 	 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	Wholesale Customer Capital Fund (5W CPF WCF)	 
	Based on Proportionate Annual Water Deliveries of ...	 	 	 	 	 	 	68.1%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	FY 2009-10	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Projected	 	 	 	 
	 	 	 	 	FY 2009-10	 	 	Approved	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Expended &	 	 	 	 
	 	 	 	 	Approved	 	 	Budget -	 	 	Total	 	 	 	 	 	 	Fiscal Year	 	 	Encumbered	 	 	Appropriated,	 	 	Encumbered	 	 	Projected	 
	 	 	 	 	Budget* -	 	 	WHOLESALE	 	 	Appropriation -	 	 	All Years Actual	 	 	2009-10 Actual	 	 	But Not	 	 	Unencumbered	 	 	through	 	 	Surplus /	 
	Project	 	Title	 	Total Regional	 	 	SHARE	 	 	All Years^	 	 	Expenditures^	 	 	Expenditures^	 	 	Expended^	 	 	Balance^	 	 	6/30/2011	 	 	(Shortfall)	 
	 	 	 	 	 	 	 	 	 	 	 	 
		 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUH931	 	HH Microwave Replacement
	 	$	4,000,000      	 J	 	$	1,224,900	 	 	$	1,224,900	 	 	$	1,224,900	 	 	$	1,224,900	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	CUH977	 	HH Water R&R — Facilities Maintenance
	 	$	3,500,000      	 J	 	$	1,071,788	 	 	$	1,071,788	 	 	$	1,071,788	 	 	$	1,071,788	 	 	$	—	 	 	$	(1	)	 	$	(1	)	 	$	—	 
	CUH947	 	SEA — Go Solar Incentive Project
	 	$	4,000,000      	 P	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	CUH971	 	Alternative Transmission Studies
	 	$	1,000,000      	 P	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	CUH976	 	HH Water R&R — Power Infrastructure
	 	$	16,700,000      	 P	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	CUH979	 	Hunters Point Municipal Power
	 	$	—	 P	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	CUH983	 	Civic Center Sustainability District
	 	$	1,090,000      	 P	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	CUH986	 	General Fund Dept — Energy Efficiency
	 	$	7,365,158      	 P	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	 	 	Renewable/Generation
	 	$	3,501,307      	 P	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	 	 	Treasure Island Improvement Project
	 	$	2,700,000      	 P	 	$	 	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	 	 	Enterprise Fund Dept — Energy Efficiency
	 	$	325,722      	 P	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	CUH975	 	HH Water R&R — Water Infrastructure
	 	$	6,000,000      	 W	 	$	4,083,000	 	 	$	4,083,000	 	 	$	4,083,000	 	 	$	4,083,000	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	 	 	Toulumne River Watershed Protection
	 	$	2,000,000      	 W	 	$	1,361,000	 	 	$	1,361,000	 	 	$	1,361,000	 	 	$	1,361,000	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Regional Total
	 	$	52,182,187	 	 	$	7,740,688	 	 	$	7,740,688	 	 	 	7,740,688	 	 	$	7,740,688	 	 	$	—	 	 	$	(1	)	 	$	(1	)	 	$	—	 
	 	 	 	 	 	 	 	 	 	 








 




			
	Source:	 	* SFPUC Commission Approved Budget, February 2009, Same Format
	 
		 	 ^ FAMIS — City’s Official Financial System of Record


















 





ATTACHMENT M-2




REVENUE FUNDED CAPITAL

ANNUAL REPORTING REQUIREMENTS

(Section 5.04B)




Part A. Updated Actual Information Through Most Recent Fiscal Year (Due in November)



Each year, the SFPUC will provide a report on the status of the regional revenue funded projects
with the following information:



Project-level information (through close-out)





	1	 	Scope of project
	 
	2	 	Current cost estimate/budget.
	 
	3	 	Expected milestone dates (ie, design, environmental, construction period, close-out, etc.)
	 
	4	 	Contract status
	 
	5	 	Reasons for status changes from prior report.
	 
	6	 	Other information relevant to whether project is on time/on budget.
	 
	7	 	For most recently completed fiscal year and estimated for current year:






	8	 	Total expenditures (capital and operating); amounts paid from other sources.
	 
	9	 	Amount of encumbered and unencumbered appropriations
	 
	10	 	Application of any unused appropriations




Wholesale Capital Fund





	11	 	Beginning balance, deposits, capital expenditures (by project), earnings, ending balance.
	 
	12	 	Components of ending balance; wholesale portion of:






	13	 	Appropriated and encumbered
	 
	14	 	Appropriated but unencumbered





Part B. Proposed Appropriations for Upcoming Year (Due in March)





	15	 	Project information, to the extent not provided in Part A
	 
	16	 	Expected funding needs for regional projects
	 
	17	 	Unused or excess appropropriations carried over.
	 
	18	 	Proposed appropriation for upcoming fiscal year.





 









 





     



ATTACHMENT M-3

WHOLESALE REVENUE-FUNDED CAPITAL FUND — BALANCING ACCOUNT ADJUSTMENT

** EXAMPLE REPORTING FORMAT **

(Section 6.08)




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	(1)	 	(2)	 	(3)	 	(4)	 	(5)	 	(1)	 	(2)	 	(3)	 	(4)	 	(5)	 	(1)
	 	 	 	 	 	 	FY 2009-10	 	FY 2010-11	 	FY 2011-12	 	FY 2012-13	 	FY 2013-14	 	FY 2014-15	 	FY 2015-16	 	FY 2016-17	 	FY 2017-18	 	FY 2018-19	 	FY 2019-20
	 	 	 	 	 	 	 
	 	a.	 	 	Beginning balance
	 	$	0	 	 	$	5,671,414	 	 	$	8,960,834	 	 	$	9,669,194	 	 	$	10,420,781	 	 	$	11,217,991	 	 	$	5,498,801	 	 	$	6,198,022	 	 	$	6,944,933	 	 	$	7,742,299	 	 	$	8,593,037	 
	 	b.	 	 	Transfer to Balancing Account
	 	$	0	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	(6,467,533	)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	(2,574,995	)
	 	 	 	 	Year 1
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	c.	 	 	Budgeted appropriation
	 	$	8,381,400	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	10,697,026	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	13,652,417	 
	 	d.	 	 	Encumbrance/Expenditure
	 	$	(2,793,800	)	 	$	(2,793,800	)	 	$	(2,793,800	)	 	 	 	 	 	 	 	 	 	$	(3,565,675	)	 	$	(3,565,675	)	 	$	(3,565,675	)	 	 	 	 	 	 	 	 	 	$	(4,550,806	)
	 	 	 	 	Year 2
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	e.	 	 	Budgeted appropriation
	 	 	 	 	 	$	8,800,470	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	11,231,878	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	f.	 	 	Encumbrance/Expenditure
	 	 	 	 	 	$	(2,933,490	)	 	$	(2,933,490	)	 	$	(2,933,490	)	 	 	 	 	 	 	 	 	 	$	(3,743,959	)	 	$	(3,743,959	)	 	$	(3,743,959	)	 	 	 	 	 	 	 	 
	 	 	 	 	Year 3
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	g.	 	 	Budgeted appropriation
	 	 	 	 	 	 	 	 	 	$	9,240,494	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	11,793,471	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	h.	 	 	Encumbrance/Expenditure
	 	 	 	 	 	 	 	 	 	$	(3,080,165	)	 	$	(3,080,165	)	 	$	(3,080,165	)	 	 	 	 	 	 	 	 	 	$	(3,931,157	)	 	$	(3,931,157	)	 	$	(3,931,157	)	 	 	 	 
	 	 	 	 	Year 4
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	i.	 	 	Budgeted appropriation
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	9,702,518	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	12,383,145	 	 	 	 	 	 	 	 	 
		j.	 	 	Encumbrance/Expenditure
	 	 	 	 	 	 	 	 	 	 	 	 	 	$	(3,234,173	)	 	$	(3,234,173	)	 	$	(3,234,173	)	 	 	 	 	 	 	 	 	 	$	(4,127,715	)	 	$	(4,127,715	)	 	$	(4,127,715	)
	 	 	 	 	Year 5
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	k.	 	 	Budgeted appropriation
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	10,187,644	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	13,002,302	 	 	 	 	 
	 	l.	 	 	Encumbrance/Expenditure
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	(3,395,881	)	 	$	(3,395,881	)	 	$	(3,395,881	)	 	 	 	 	 	 	 	 	 	$	(4,334,101	)	 	$	(4,334,101	)
	 	 	 	 	 	 	 
	 	m.	 	 	Subtotal
	 	$	5,587,600	 	 	$	8,744,594	 	 	$	9,393,873	 	 	$	10,123,885	 	 	$	10,898,206	 	 	$	5,251,755	 	 	$	6,025,163	 	 	$	6,750,702	 	 	$	7,525,246	 	 	$	8,351,628	 	 	$	6,657,838	 
	 	n.	 	 	Interest earnings (e.g., 3%)
	 	$	83,814	 	 	$	216,240	 	 	$	275,321	 	 	$	296,896	 	 	$	319,785	 	 	$	247,046	 	 	$	172,859	 	 	$	194,231	 	 	$	217,053	 	 	$	241,409	 	 	$	228,763	 
	 	 	 	 	 	 	 
	 	o.	 	 	Ending fund balance (unencumbered, unexpended)
	 	$	5,671,414	 	 	$	8,960,834	 	 	$	9,669,194	 	 	$	10,420,781	 	 	$	11,217,991	 	 	$	5,498,801	 	 	$	6,198,022	 	 	$	6,944,933	 	 	$	7,742,299	 	 	$	8,593,037	 	 	$	6,886,601	 
	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	p.	 	 	Five Year Cumulative Appropriations w/ interest
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	47,504,581	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	60,180,421	 	 	 	 	 
	 	q.	 	 	10% of Cumulative Appropriations w/ interest
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	4,750,458	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	6,018,042	 	 	 	 	 
	 	r.	 	 	Ending fund balance
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	11,217,991	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	8,593,037	 	 	 	 	 
	 	s.	 	 	Excess balance transferred to Balancing Account*
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	(6,467,533	)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	(2,574,995	)	 	 	 	 








 




			
	*	 	Test: Any balance in excess of 10% of the cumulative five-year appropriation total is
credited to the balancing account.






 












 





			
	BALANCING ACCOUNT/RATE SETTING CALCULATION
	 	ATTACHMENT N-1
	REFERENCE SECTION 6.03.A.3.a
	 	Page 1






	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	FY 2007-08	 	FY 2008-09	 	FY 2009-10
	Step 1:
	 	 	 	 	 	 	 	 	 	 	 	 
	A. Balancing Account as
of June 30, 2007
	 	$	12,882,000	 	 	 	 	 	 	 	 	 
	B. Interest on
Balancing Account at
Pooled Investment Rate
for Fiscal Year
	 	$	554,000	 	 	 	 	 	 	 	 	 
	C. Wholesale Revenues
for Fiscal Year
	 	($	113,932,000	)	 	 	 	 	 	 	 	 
	D. Wholesale Revenue
Requirement for Fiscal
Year
	 	$	119,224,000	 	 	 	 	 	 	 	 	 
	E. Settlement Credits
or Other Adjustments
	 	$	2,448,614	 	 	 	 	 	 	 	 	 
	F. 1984 Agreement
Balancing Account
Credits
	 	$	0	 	 	 	 	 	 	 	 	 
	G. Balancing Account as
of June 30, 2008
	 	$	21,176,614	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Step 2:
	 	 	 	 	 	 	 	 	 	 	 	 
	A. Balancing Account as
of June 30, 2008
	 	 	 	 	 	$	21,176,614	 	 	 	 	 
	B. Interest on
Balancing Account at
Pooled Investment Rate
for Fiscal Year
	 	 	 	 	 	$	529,000	 	 	 	 	 
	C. Wholesale Revenues
for Fiscal Year
	 	 	 	 	 	-$	123,604,000	 	 	 	 	 
	D. Wholesale Revenue
Requirement for Fiscal
Year
	 	 	 	 	 	$	120,562,000	 	 	 	 	 
	E. Settlement Credits
or Other Adjustments
	 	 	 	 	 	$	21,000	 	 	 	 	 
	F. 1984 Agreement
Balancing Account
Credits
	 	 	 	 	 	$	0	 	 	 	 	 
	G. Balancing Account as
of June 30, 2009
	 	 	 	 	 	$	18,684,614	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Step 3:
	 	 	 	 	 	 	 	 	 	 	 	 
	A. Balancing Account as
of June 30, 2009
	 	 	 	 	 	 	 	 	 	$	0	 
	B. Interest on
Balancing Account at
Pooled Investment Rate
for Fiscal Year
	 	 	 	 	 	 	 	 	 	$	0	 
	C. Wholesale Revenues
for Fiscal Year
	 	 	 	 	 	 	 	 	 	-$	127,485,900	 
	D. Wholesale Revenue
Requirement for Fiscal
Year
	 	 	 	 	 	 	 	 	 	$	140,994,733	 
	E. Settlement Credits
or Other Adjustments
	 	 	 	 	 	 	 	 	 	$	21,000	 
	F. 1984 Agreement
Balancing Account
Credits
	 	 	 	 	 	 	 	 	 	$	1,997,220	 
	G. Balancing Account as
of June 30, 2010
	 	 	 	 	 	 	 	 	 	$	15,527,053	 
	H. Net Change in
Wholesale Revenue
Coverage
	 	 	 	 	 	 	 	 	 	$	4,488,233	 
	I. Total Revenue
Deficiency or Surplus
	 	 	 	 	 	 	 	 	 	$	20,015,286	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	J. Project Water Sales
in Ccf
	 	 	84,621,240	 	 	 	83,205,600	 	 	 	85,920,000	 
	K. Deficiency or
(Surplus) $/Ccf
	 	 	 	 	 	 	 	 	 	$	0.23	 
	L. Deficiency or
(Surplus) Ccf as a
Percentage of Revenues
	 	 	 	 	 	 	 	 	 	 	15.7	%





Note: Dollar amounts are for illustrative purposes only. The Parties have not agreed on the
amount of the balancing account as of June 30, 2007, revenue requirement for FY 2007-08, settlement
credits for FY 2007-08, and the amount of the balancing account as of June 30, 2009.

















 





ATTACHMENT N-1

Page 2




BALANCING ACCOUNT / RATE SETTING CALCULATION

METHOD OF CALCULATION

REFERENCE SECTION 6.03.A.3.a




N = The year for which rates are being set



N-1 = The current year



N-2 = The most recently completed year for which actual results are available




	 	 	 
	Calculation Method:
	 
	Step 1

	 	Determine the actual revenue differential for year N-2
	 

	 	A. Enter the beginning amount of the Balancing Account
	 

	 	B. Calculate the interest earned at the Pooled Investment Account Rate for (A)
	 

	 	C. Enter the actual Wholesale revenues billed
	 

	 	D. Enter the Wholesale Revenue Requirement
	 

	 	E. Enter settlement credits or adjustments, if any
	 

	 	F. Enter carry-over 1984 Agreement credits owed the City, if any
	 

	 	G. Calculate the ending amount of the Balancing Account
	 
	 	 
	Step 2

	 	Determine the projected revenue differential for year N-1
	 

	 	A. Enter the beginning amount of the Balancing Account; this is the same amount as G in Step 1
	 

	 	B. Calculate the interest earned at the Pooled Investment Account Rate for (A)
	 

	 	C. Enter the actual Wholesale revenues billed
	 

	 	D. Enter the Wholesale Revenue Requirement
	 

	 	E. Enter settlement credits or adjustments, if any
	 

	 	F. Enter carry-over 1984 Agreement credits owed the City, if any
	 

	 	G. Calculate the ending amount of the Balancing Account
	 
	 	 
	Step 3

	 	Determine the projected revenue differential for year N
	 

	 	A. Enter the beginning amount of the Balancing Account; this is the same amount as G in Step 2
	 

	 	B. Calculate the interest earned at the Pooled Investment Account Rate for (A)
	 

	 	C. Enter the actual Wholesale revenues billed
	 

	 	D. Enter the Wholesale Revenue Requirement
	 

	 	E. Enter settlement credits or adjustments, if any
	 

	 	F. Enter carry-over 1984 Agreement credits owed the City, if any
	 

	 	G. Calculate the ending amount of the Balancing Account
	 

	 	H. Enter the net change in the Wholesale Revenue Coverage, if applicable
	 

	 	I. Calculate the total revenue deficiency or surplus (G) + (H)
	 

	 	J. Enter the projected water sales to Wholesale Customers in Ccf
	 

	 	K. Calculate the required increase in the commodity portion of the rate by dividing (I) by (J)
	 

	 	L. Calculate the required increase in revenues by dividing (I) by (C)




















 





			
	WHOLESALE REVENUE REQUIREMENT SCHEDULES 

CALCULATION OF WHOLESALE REVENUE REQUIREMENT 

FISCAL YEAR 2009-10

REFERENCE ARTICLE 5
	 	ATTACHMENT N-2

SCHEDULE 1






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	JOINT EXPENSE	 	 
	 	 	CONTRACT	 	SCHEDULE	 	 	 	 	 	 	 	 	 	DIRECT	 	 	 	 	 	ALLOCATION	 	WHOLESALE
	EXPENSE CATEGORY	 	REFERENCE	 	REFERENCE	 	TOTAL	 	DIRECT RETAIL	 	WHOLESALE	 	REGIONAL	 	FACTOR	 	SHARE
	 
	OPERATING AND MAINTENANCE EXPENSE:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SOURCE OF SUPPLY
	 	 	5.05	(A)	 	SCH 8.1	 	$	14,943,953	 	 	$	1,251,062	 	 	$	—	 	 	$	13,692,891	 	 	 	ANNUAL USE1		 	$	9,364,568	 
	PUMPING
	 	 	5.05	(B)	 	SCH 8.1	 	$	4,342,682	 	 	$	3,854,000	 	 	$	—	 	 	$	468,682	 	 	 	ANNUAL USE1		 	$	334,210	 
	TREATMENT
	 	 	5.05	(C)	 	SCH 8.1	 	$	30,445,053	 	 	$	—	 	 	$	—	 	 	$	30,445,053	 	 	 	ANNUAL USE1		 	$	20,821,372	 
	TRANSMISSION & DISTRIBUTION
	 	 	5.05	(D)	 	SCH 8.1	 	$	53,416,232	 	 	$	30,163,286	 	 	$	—	 	 	$	23,252,946	 	 	 	ANNUAL USE1		 	$	15,902,690	 
	CUSTOMER ACCOUNTS2
	 	 	5.05	(E)	 	SCH 8.1	 	$	7,552,213	 	 	$	7,401,169	 	 	$	151,044	 	 	$	—	 	 		2%		 	$	151,044	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL O&M
	 	 	 	 	 	 	 	 	 	$	110,700,133	 	 	$	42,669,517	 	 	$	151,044	 	 	$	67,879,572	 	 	 	 	 	 	 	46,573,883	 
	COMPOSITE % (WHOLESALE SHARE/ TOTAL O&M)
	 	 	5.06	(C)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	42.07	%
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ADMINISTRATIVE AND GENERAL EXPENSES:
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COWCAP
	 	 	5.06	(A)	 	SCH 8.1	 	$	1,238,009	 	 	$	—	 	 	$	—	 	 	$	1,238,009	 	 	 	COMPOSITE O&M	 	 	$	520,857	 
	SERVICES OF SFPUC BUREAUS
	 	 	5.06	(B)	 	SCH 7	 	$	22,465,291	 	 	$	8,178,424	 	 	$	—	 	 	$	14,286,867	 	 	 	ANNUAL USE1		 	$	9,770,788	 
	OTHER A&G
	 	 	5.06	(C)	 	SCH 8.1	 	$	12,972,477	 	 	$	4,009,891	 	 	$	—	 	 	$	8,962,586	 	 	 	COMPOSITE O&M	 	 	$	3,770,749	 
	COMPLIANCE AUDIT
	 	 	5.06	(D)	 	SCH 8.1	 	$	200,000	 	 	$	—	 	 	$	—	 	 	$	200,000	 	 	 	50%		 	$	100,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL A&G
	 	 	 	 	 	 	 	 	 	$	36,875,777	 	 	$	12,188,315	 	 	$	—	 	 	$	24,687,462	 	 	 	 	 	 	$	14,162,394	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PROPERTY TAXES
	 	 	5.07	 	 	SCH 8.1	 	$	1,417,293	 	 	$	—	 	 	$	—	 	 	$	1,417,293	 	 	 	ANNUAL USE1		 	$	969,287	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CAPITAL COST RECOVERY
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PRE-2009 ASSETS
	 	 	5.03	 	 	ATT K	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	24,051,326	 
	DEBT SERVICE ON NEW ASSETS
	 	 	5.04	(A)	 	SCH 2	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	17,952,931	 
	REVENUE FUNDED ASSETS —
APPROPRIATED TO WHOLESALE  CAPITAL
FUND
	 	 	5.04	(B)	 	SCH 3	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	8,381,400	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL CAPITAL COST RECOVERY
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	50,385,657	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	WHOLESALE SHARE  HETCHY WATER & POWER
	 	 	5.04	 	 	SCH 4	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	28,903,512	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	WHOLESALE REVENUE REQUIREMENT
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	140,994,733	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	WHOLESALE  REVENUE COVERAGE3
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	4,488,233	 








 




			
	1	 	Proportional Annual Use (68.39%)
	 
	2	 	Water Enterprise Share of Customer Accounts Expenses (62% of Total Customer Accounts
Expenses)
	 
	3	 	25% of Wholesale Share of Debt Service


















 





			
	WHOLESALE REVENUE REQUIREMENT SCHEDULES 

WATER ENTERPRISE CAPITAL COST RECOVERY — ANNUAL DEBT SERVICE 

FISCAL YEAR 2009-10

REFERENCE SECTION 5.04.A
	 	ATTACHMENT N-2

SCHEDULE 2






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	2006 BOND	 	2008 BOND	 	2009 BOND	 	XXXX BOND	 	XXXX BOND	 	XXXX BOND	 	XXXX BOND	 	TOTAL ALL
	 	 	ISSUE SERIES	 	ISSUE ALL	 	ISSUE ALL	 	ISSUE ALL	 	ISSUE ALL	 	ISSUE ALL	 	ISSUE ALL	 	OUTSTANDING
	 	 	A	 	SERIES	 	SERIES	 	SERIES	 	SERIES	 	SERIES	 	SERIES	 	BONDS
	 
	USE OF BOND PROCEEDS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	RETAIL PROJECTS
	 	 	31.61	%	 	 	22.95	%	 	 	19.42	%	 	 	XX.XX	%	 	 	XX.XX	%	 	 	XX.XX	%	 	 	XX.XX	%	 	 	 	 
	REGIONAL PROJECTS
	 	 	68.39	%	 	 	77.05	%	 	 	80.58	%	 	 	YY.YY	%	 	 	YY.YY	%	 	 	YY.YY	%	 	 	YY.YY	%	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PRINCIPAL PAYMENT
	 	$	8,765,000	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	$	8,765,000	 
	RETAIL PROJECTS
	 	$	2,770,617	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	$	2,770,617	 
	REGIONAL PROJECTS
	 	$	5,994,384	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	$	5,994,384	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	INTEREST PAYMENT (GROSS)
	 	$	23,353,388	 	 	$	5,561,386	 	 	$	56,181,932	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	$	85,096,706	 
	RETAIL PROJECTS
	 	$	7,382,006	 	 	$	1,276,338	 	 	$	10,910,531	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	$	19,568,875	 
	REGIONAL PROJECTS
	 	$	15,971,382	 	 	$	4,285,048	 	 	$	45,271,401	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	$	65,527,831	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	INTEREST PAYMENT (CAPITALIZED)
	 	 	—	 	 	 	—	 	 	$	56,181,932	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	RETAIL PROJECTS
	 	 	—	 	 	 	—	 	 	$	10,910,531	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	REGIONAL PROJECTS
	 	 	—	 	 	 	—	 	 	$	45,271,403	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	INTEREST PAYMENT (NET)
	 	$	23,353,388	 	 	$	5,561,386	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	RETAIL PROJECTS
	 	$	7,382,006	 	 	$	1,276,338	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	REGIONAL PROJECTS
	 	$	15,971,382	 	 	$	4,285,048	 	 	 	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL PRINCIPAL AND INTEREST PAYMENT
	 	 	32,118,388	 	 	 	5,561,386	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	$	37,679,774	 
	RETAIL PROJECTS
	 	 	10,152,622	 	 	 	1,276,338	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	$	11,428,961	 
	REGIONAL PROJECTS
	 	 	21,965,766	 	 	 	4,285,048	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	$	26,250,813	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PROPORTIONAL ANNUAL USE
	 	 	68.39	%	 	 	68.39	%	 	 	68.39	%	 	 	ZZ.ZZ	%	 	 	ZZ.ZZ	%	 	 	ZZ.ZZ	%	 	 	ZZ.ZZ	%	 	 	 	 
	WHOLESALE SHARE
	 	$	15,022,387	 	 	$	2,930,544	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	$	17,952,931	 






(TO SCHEDULE 1)



Note: Allocation of bond proceeds shown are for illustrative purpose only. Regional projects will not include bond proceeds used to construct or acquire
assets capitalized prior to 7/1/09. Regional projects also will not include in-city groundwater or in-city recycled water projects.



















 





     



			
	WHOLESALE REVENUE REQUIREMENT SCHEDULES
	 	ATTACHMENT N-2
	WATER ENTERPRISE CAPITAL COST RECOVERY — REVENUE FUNDED CAPITAL PROJECTS
	 	SCHEDULE 3
	FISCAL YEAR 2009-10	 	 
	REFERENCE SECTION 5.04.B	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	TOTAL	 	ALL YEARS	 	 	 	 	 	 	 	 	 	APPROPRIATED
	 	 	 	 	PROJECT	 	 	 	 	 	ALLOCATION	 	WHOLESALE	 	APPROPRIATION	 	ACTUAL	 	FY 2009-10 ACTUAL	 	ENCUMBEERED NOT	 	UNENCUMBERED
	 	 	 	 	APPROPRIATION	 	CLASSIFICATION	 	FACTOR	 	SHARE	 	ALL YEARS	 	EXPENDITURES	 	EXPENDITURES	 	EXPENDED	 	BALANCE
	 
	CUH980
	 	Treasure Island Improvement Project	 	 	3,800,000	 	 	RETAIL	 	 	0.0	%	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	CUW253
	 	Facilities Security	 	 	500,000	 	 	RETAIL	 	 	0.0	%	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	CUW260
	 	Local Water R$R	 	 	22,347,520	 	 	RETAIL	 	 	0.0	%	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	CUW686
	 	Automated Meter Reading  System	 	 	36,001,000	 	 	RETAIL	 	 	0.0	%	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	 
	 	Total Local	 	 	62,648,520	 	 	 	 	 	 	 	 	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUW202
	 	Replace Prestressed Concrete Cylr Pipe	 	 	—	 	 	REGIONAL	 	 	68.7	%	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	CUW261
	 	Regional Water R&R — Storage	 	 	—	 	 	REGIONAL	 	 	68.7	%	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	CUW262
	 	Regional Water R&R — Treatment Facilities	 	 	1,000,000	 	 	REGIONAL	 	 	68.7	%	 	$	687,000	 	 	$	687,000	 	 	$	235,000	 	 	$	235,000	 	 	$	—	 	 	$	452,000	 
	CUW263
	 	Regional Water R&R Conveyance/Transmission	 	 	7,000,000	 	 	REGIONAL	 	 	68.7	%	 	$	4,809,000	 	 	$	4,809,000	 	 	$	1,395,000	 	 	$	1,395,000	 	 	$	25,000	 	 	$	3,389,000	 
	CUW264
	 	Regional Watersheds/ROW Management	 	 	500,000	 	 	REGIONAL	 	 	68.7	%	 	$	343,500	 	 	$	343,500	 	 	$	115,000	 	 	$	115,000	 	 	$	50,000	 	 	$	178,500	 
	FUW100
	 	Regional Facilities Maintenance	 	 	3,700,000	 	 	REGIONAL	 	 	68.7	%	 	$	2,541,900	 	 	$	2,541,900	 	 	$	850,000	 	 	$	850,000	 	 	$	123,000	 	 	$	1,568,900	 
	 
	 	Total Regional	 	 	12,200,000	 	 	 	 	 	 	 	 	 	 	$	8,381,400	 	 	$	8,381,400	 	 	$	2,595,000	 	 	$	2,595,000	 	 	$	198,000	 	 	$	5,588,400	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	TOTAL ALL PROJECTS	 	 	74,848,520	 	 	 	 	 	 	 	 	 	 	$	8,381,400	 	 	$	8,381,400	 	 	$	2,595,000	 	 	$	2,595,000	 	 	$	198,000	 	 	$	5,588,400	 
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(TO SCHEDULE 1)	(TO SCHEDULE 1)	(TO SCHEDULE 1)	 



















 





			
	WHOLESALE REVENUE REQUIREMENT SCHEDULES 

CALCULATION OF WHOLESALE SHARE FO HETCH HETCHY WATER & POWER 

FISCAL YEAR 2009-10

REFERENCE ARTICLE 5
	 	ATTACHMENT N-2

SCHEDULE 4






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	JOINT	 	 	WATER-	 	 	 	 	 	 	 
	 	 	CONTRACT	 	SCHEDULE	 	 	 	 	 	 	POWER	 	 	WATER	 	 	 	 	 	 	ALLOCATION	 	 	RELATED	 	 	WHOLESALE	 	WHOLESALE	 
	EXPENSE CATEGORY	 	REFERENCE	 	REFERENCE	 	 	TOTAL	 	 	SPECIFIC	 	 	SPECIFIC	 	 	JOINT	 	 	PERCENTAGE	 	 	TOTAL	 	 	ALLOCATION FACTOR	 	SHARE	 
	 
	OPERATION AND MAINTENANCE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	OPERATION
	 	 	5.08 B 1	 	 	SCH 8.2	 	$	44,612,220	 	 	$	31,853,965	 	 	$	9,557,861	 	 	$	3,200,394	 	 	 	45	%	 	$	10,998,038	 	 	ADJUSTED PROPORTIONAL ANNUAL USE	 	$	7,484,165	 
	MAINTENANCE
	 	 	5.08 B 1	 	 	SCH 8.2	 	$	16,868,612	 	 	$	5,048,039	 	 	$	3,238,622	 	 	$	8,581,951	 	 	 	45	%	 	$	7,100,500	 	 	ADJUSTED PROPORTIONAL ANNUAL USE	 	$	4,831,890	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL OPERATION AND MAINTENANCE
	 	 	 	 	 	 	 	 	 	$	61,480,832	 	 	$	36,902,004	 	 	$	12,796,483	 	 	$	11,782,345	 	 	 	 	 	 	$	18,098,538	 	 	 	 	 	 	$	12,316,055	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ADMINISTRATIVE AND GENERAL
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	COWCAP
	 	 	5.08 B 2	 	 	SCH 8.2	 	$	1,139,579	 	 	$	—	 	 	$	—	 	 	$	1,139,579	 	 	 	45	%	 	$	512,811	 	 	ADJUSTED PROPORTIONAL ANNUAL USE	 	$	348,968	 
	SERVICES OF SFPUC BUREAUS
	 	 	5.08 B 2	 	 	SCH 7	 	$	8,255,307	 	 	$	5,375,656	 	 	$	2,879,651	 	 	$	—	 	 	 	45	%	 	$	2,879,651	 	 	ADJUSTED PROPORTIONAL ANNUAL USE	 	$	1,959,603	 
	OTHER A&G
	 	 	5.08 B 2	 	 	SCH 8.2	 	$	25,581,481	 	 	$	14,913,071	 	 	$	36,070	 	 	$	10,632,340	 	 	 	45	%	 	$	4,820,623	 	 	ADJUSTED PROPORTIONAL ANNUAL USE	 	$	3,280,434	 
	CUSTOMER ACCOUNTS
	 	 	5.08 B 2	 	 	SCH 8.2	 	$	347,403	 	 	$	347,403	 	 	$	—	 	 	$	—	 	 	 	45	%	 	$	—	 	 	ADJUSTED PROPORTIONAL ANNUAL USE	 	$	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL ADMINISTRATIVE AND GENERAL
	 	 	 	 	 	 	 	 	 	$	35,323,770	 	 	$	20,636,130	 	 	$	2,915,721	 	 	$	11,771,919	 	 	 	 	 	 	$	8,213,085	 	 	 	 	 	 	$	5,589,004	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PROPERTY TAXES
	 	 	5.08 B 3	 	 	SCH 8.2	 	$	452,000	 	 	$	—	 	 	$	—	 	 	$	456,305	 	 	 	45	%	 	$	205,337	 	 	ADJUSTED PROPORTIONAL ANNUAL USE	 	$	139,732	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CAPITAL COST RECOVERY
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PRE-2009ASSETS
	 	 	5.09 B 1	 	 	ATT K-4	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	3,118,033	 
	DEBT SERVICE ON NEW ASSETS
	 	 	5.09 B 2	 	 	SCH 5	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 
	REVENUE FUNDED ASSETS-APPROPRIATIONS TO WHOLESALE CAPITAL FUND
	 	 	5.09 B 3	 	 	SCH 6	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	7,740,688	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL CAPITAL COST RECOVERY
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	10,858,721	 
	WHOLESALE SHARE OF HETCH HETCHY WATER & POWER
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	28,903,512	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(TO SCHEDULE 1	)
	 
	WHOLESALE REVENUE COVERAGE1
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	$	—	 








 




			
	1	 	Adjusteed Proportional Annual Use (68.39% X 99.50%  =  68.05%)
	 
	2	 	25% of Wholesale Share of Debt Service


















 





			
	WHOLESALE REVENUE REQUIREMENT SCHEDULES 

HETCH HETCHY CAPITAL COST RECOVERY—ANNUAL DEBT SERVICE 

FISCAL YEAR 2009-10

REFERENCE SECTION 5.09.B.1
	 	ATTACHMENT N-2

SCHEDULE 5






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	XXXX BOND	 	XXXX BOND	 	XXXX BOND	 	XXXX BOND	 	XXXX BOND	 	XXXX BOND	 	XXXX BOND	 	TOTAL ALL
	 	 	ISSUE ALL	 	ISSUE ALL	 	ISSUE ALL	 	ISSUE ALL	 	ISSUE ALL	 	ISSUE ALL	 	ISSUE ALL	 	OUTSTANDING
	 	 	SERIES	 	SERIES	 	SERIES	 	SERIES	 	SERIES	 	SERIES	 	SERIES	 	BONDS
	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	USE OF BOND PROCEEDS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	POWER PROJECTS
	 	XX.XX%	 	XX.XX%	 	XX.XX%	 	XX.XX%	 	XX.XX%	 	XX.XX%	 	XX.XX%	 	 	 	 
	WATER PROJECTS
	 	YY.YY%	 	YY.YY%	 	YY.YY%	 	YY.YY%	 	YY.YY%	 	YY.YY%	 	YY.YY%	 	 	 	 
	JOINT PROJECTS
	 	ZZ.ZZ%	 	ZZ.ZZ%	 	ZZ.ZZ%	 	ZZ.ZZ%	 	ZZ.ZZ%	 	ZZ.ZZ%	 	ZZ.ZZ%	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PRINCIPAL PAYMENT
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	POWER SHARE
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	WATER SHARE
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	JOINT SHARE
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	INTEREST PAYMENT (NET)
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	POWER SHARE
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	WATER SHARE
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	JOINT SHARE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL PRINCIPAL AND INTEREST PAYMENT
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	POWER SHARE
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	WATER SHARE
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 
	JOINT SHARE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	WATER RELATED PRINCIPAL AND INTEREST PAYMENT1
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ADJUSTED PROPORTIONAL ANNUAL USE
	 	 	68.05	%	 	 	68.05	%	 	 	68.05	%	 	 	68.05	%	 	 	68.05	%	 	 	68.05	%	 	 	68.05	%	 	 	 	 
	WHOLESALE SHARE
	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 	 	 	—	 






(TO SCHEDULE 4)






 




			
	1		Water Related = 100% of Water Share + 45% of Joint Share


















 







			
	WHOLESALE REVENUE REQUIREMENT SCHEDULES
	 	ATTACHMENT N-2
	HETCH HETCHY CAPITAL COST RECOVERY — REVENUE FUNDED CAPITAL PROJECTS
	 	SCHEDULE 6
	FISCAL YEAR 2009-10	 	 
	REFERENCE SECTION 5.04.B	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	TOTAL	 	 	ALL YEARS	 	 	 	 	 	 	 	 	 	 	APPROPRIATED	 
	 	 	 	 	PROJECT	 	 	 	 	 	 	WATER RELATED	 	 	WATER RELATED	 	 	ALLOCATION	 	WHOLESALE	 	 	APPROPRIATION	 	 	ACTUAL	 	 	FY 2009-10 ACTUAL	 	 	ENCUMBERED, NOT	 	 	UNENCUMBERED	 
	 	 	 	 	APPROPRIATION	 	 	CLASSIFICATION	 	 	PERCENTAGE	 	 	SHARE	 	 	FACTOR	 	SHARE	 	 	ALL YEARS	 	 	EXPENDITURES	 	 	EXPENDITURES	 	 	EXPENDED	 	 	BALANCE	 
	 
	CUH931
	 	HH Microwave Replacement	 	$	4,000,000	 	 	JOINT	 	 	45	%	 	$	1,800,000	 	 	ADJUSTED PROPORTIONAL
ANNUAL USE	 	$	1,224,900	 	 	$	1,224,900	 	 	$	1,224,900	 	 	$	1,224,900	 	 	$	—	 	 	$	 	 
	CUH977
	 	HH Water R&R — Facilities Maintenance	 	$	3,500,000	 	 	JOINT	 	 	45	%	 	$	1,575,000	 	 	ADJUSTED PROPORTIONAL
ANNUAL USE	 	$	1,071,788	 	 	$	1,071,788	 	 	$	1,071,788	 	 	$	1,071,788	 	 	$	—	 	 	$		 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Total Joint	 	$	7,500,000	 	 	 	 	 	 	 	 	 	 	$	3,375,000	 	 	 	 	$	2,296,688	 	 	$	2,296,688	 	 	$	2,296,688	 	 	$	2,296,688	 	 	$	—	 	 	$	 	 
	CUH947
	 	SEA — Go Solar Incentive Project	 	$	4,000,000	 	 	POWER	 	 	0	%	 	$	—	 	 	ADJUSTED PROPORTIONAL
ANNUAL USE	 	$	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUH971
	 	Alternative Transmission Studies	 	$	1,000,000	 	 	POWER	 	 	0	%	 	$	—	 	 	ADJUSTED PROPORTIONAL
ANNUAL USE	 	$	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUH976
	 	HH Water R&R —Power Infrastructure	 	$	16,700,000	 	 	POWER	 	 	0	%	 	$	—	 	 	ADJUSTED PROPORTIONAL
ANNUAL USE	 	$	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUH979
	 	Hunters Point Municipal Power	 	$	—	 	 	POWER	 	 	0	%	 	$	—	 	 	ADJUSTED PROPORTIONAL
ANNUAL USE	 	$	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUH933
	 	Civic Center Sustainability District	 	$	1,090,000	 	 	POWER	 	 	0	%	 	$	—	 	 	ADJUSTED PROPORTIONAL
ANNUAL USE	 	$	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUH986
	 	General Fund Dept — Energy Efficiency	 	$	7,365,158	 	 	POWER	 	 	0	%	 	$	—	 	 	ADJUSTED PROPORTIONAL
ANNUAL USE	 	$	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Renewable/Generation	 	$	3,501,307	 	 	POWER	 	 	0	%	 	$	—	 	 	ADJUSTED PROPORTIONAL
ANNUAL USE	 	$	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Treasure Island Improvement Project	 	$	2,700,000	 	 	POWER	 	 	0	%	 	$	—	 	 	ADJUSTED PROPORTIONAL
ANNUAL USE	 	$	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Enterprise fund Dept — Energy efficiency	 	$	325,722	 	 	POWER	 	 	0	%	 	$	—	 	 	ADJUSTED PROPORTIONAL
ANNUAL USE	 	$	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Total power	 	$	36,682,187	 	 	 	 	 	 	 	 	 	 	$	—	 	 	 	 	 	 	$	—	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CUH975
	 	HH Water R$R — Water Infrastructure	 	$	6,000,000	 	 	WATER	 	 	100	%	 	$	6,000,000	 	 	ADJUSTED PROPORTIONAL
ANNUAL USE	 	$	4,083,000	 	 	$	4,083,000	 	 	$	4,083,000	 	 	$	4,083,000	 	 	$	—	 	 	$		 
	 
	 	Toulumne River Watershed Protection	 	$	2,000,000	 	 	WATER	 	 	100	%	 	$	2,000,000	 	 	ADJUSTED PROPORTIONAL
ANNUAL USE	 	$	1,361,000	 	 	$	1,361,000	 	 	$	1,361,000	 	 	$	1,361,000	 	 	$	—	 	 	$		 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	Total Water	 	$	8,000,000	 	 	 	 	 	 	 	 	 	 	$	8,000,000	 	 	 	 	 	 	$	5,444,000	 	 	$	5,444,000	 	 	$	5,444,000	 	 	$	5,444,000	 	 	$	—	 	 	$	—	 
	 
	 	TOTAL ALL WATER RELATED PROJECTS	 	$	96,364,374	 	 	 	 	 	 	 	 	 	 	$	11,375,000	 	 	 	 	 	 	$	7,740,688	 	 	$	7,740,688	 	 	$	7,740,688	 	 	$	7,740,688	 	 	$	—	 	 	$	—	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(TO SCHEDULE 4)	 	(TO SCHEDULE 4)	 	(TO SCHEDULE 4)



















 








			
	WHOLESALE REVENUE REQUIREMENT SCHEDULES
	 	ATTACHMENT N-2
	SERVICES OF SFPUC BUREAUS—ALLOCATION TO ENTERPRISES
	 	SCHEDULE 7
	FISCAL YEAR 2009-10	 	 
	REFERENCE SECTION 5.05.B	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	ADJUSTED	 	HETCH HETCHY	 	HETCH HETCHY	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	EXPENDITURES	 	ADJUSTMENTS	 	EXPENDITURES	 	POWER	 	WATER	 	WATER RETAIL	 	WATER REGIONAL	 	WASTEWATER	 	TOTAL
	 
	ALLOCATION FACTORS (SCHEDULE N-7.1)	 	 	 	 	 	 	 	 	 	 	 	 	 	 	11.13	%	 	 	5.69	%	 	 	16.94	%	 	 	29.59	%	 	 	36.37	%	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PUC01
	 	General Manager	 	$	7,609,114	 	 	$	—	 	 	$	7,609,114	 	 	$	847,180	 	 	$	453,820	 	 	$	1,288,884	 	 	$	2,251,548	 	 	$	2,767,682	 	 	$	7,609,114	 
	PUC1101
	 	BizServ-Administration	 	$	4,081,981	 	 	$	—	 	 	$	4,081,981	 	 	$	454,478	 	 	$	243,456	 	 	$	691,434	 	 	$	1,207,864	 	 	$	1,484,749	 	 	$	4,081,981	 
	PUC1102
	 	Finance	 	$	8,817,687	 	 	$	—	 	 	$	8,817,687	 	 	$	981,739	 	 	$	525,902	 	 	$	1,493,600	 	 	$	2,609,166	 	 	$	3,207,280	 	 	$	8,817,687	 
	PUC1103
	 	ITS1	 	$	18,048,158	 	 	$	(1,835,357	)	 	$	16,212,801	 	 	$	1,085,093	 	 	$	966,959	 	 	$	2,746,235	 	 	$	4,797,391	 	 	$	5,897,123	 	 	$	16,212,801	 
	PUC1106
	 	Human Resources	 	$	7,678,483	 	 	$	—	 	 	$	7,678,483	 	 	$	854,903	 	 	$	457,958	 	 	$	1,300,634	 	 	$	2,272,074	 	 	$	2,792,914	 	 	$	7,678,483	 
	PUC1108
	 	Customer Services	 	$	12,262,428	 	 	$	(12,262,428	)	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	PUC12
	 	External Affairs	 	$	3,882,455	 	 	$	—	 	 	$	3,882,455	 	 	$	432,263	 	 	$	231,556	 	 	$	657,637	 	 	$	1,148,824	 	 	$	1,412,175	 	 	$	3,882,455	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	TOTAL	 	$	34,752,000	 	 	$	(12,731,000	)	 	$	48,282,521	 	 	$	5,375,656	 	 	$	2,879,651	 	 	$	8,178,424	 	 	$	14,286,867	 	 	$	17,561,923	 	 	$	48,282,521	 
	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(TO SCHEDULE 4	)	 	 	(TO SCHEDULE 4	)	 	 	(TO SCHEDULE 1	)	 	 	(TO SCHEDULE 1	)	 	 	 	 	 	 	 	 








 




			
	1 	 	 Adjustment for Transfer of SCADA Expenditures to T&D
Joint ($1,730,000)


















 





			
	 	 	 
	WHOLESALE REVENUE REQUIREMENT SCHEDULES
	 	ATTACHMENT N-2
	SERVICES OF SFPUC BUREAUS — ANNUAL SALARIES
	 	SCHEDULE 7.1
	FISCAL YEAR 2009-10	 	 
	REFERENCE SECTION 5.05.B	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	ALLOCATION	 	GROUP	 	 	 	 
	DEPARTMENT/DIVISION	 	FACTOR	 	CODE	 	SALARIES	 	PERCENTAGE
	HETCH HETCHY
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	POWER
	 	 	 	 	 	 	1	 	 	$	6,677,939	 	 	 	6.27	%	 	 	 	 
	WATER
	 	 	 	 	 	 	2	 	 	$	1,775,910	 	 	 	1.67	%	 	 	 	 
	JOINT
	 	 	 	 	 	 	 	 	 	$	9,428,450	 	 	 	 	 	 	 	 	 
	WATER SHARE
	 	 	45	%	 	 	2	 	 	$	4,242,803	 	 	 	3.98	%	 	 	 	 
	POWER SHARE
	 	 	55	%	 	 	1	 	 	$	5,185,648	 	 	 	4.87	%	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	WATER
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ADMINISTRATION (WTR01)
	 	 	 	 	 	 	 	 	 	$	1,009,246	 	 	 	 	 	 	 	 	 
	RETAIL SHARE
	 	 	33.4	%	 	 	3	 	 	$	336,415	 	 	 	0.32	%	 	 	 	 
	REGIONAL SHARE
	 	 	33.3	%	 	 	4	 	 	$	336,415	 	 	 	0.32	%	 	 	 	 
	HETCH HETCHY WATER SHARE
	 	 	33.3	%	 	 	2	 	 	$	336,416	 	 	 	0.32	%	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CDD(WTR03)
	 	 	 	 	 	 	3	 	 	$	17,356,922	 	 	 	16.29	%	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	WATER QUALITY (WTR04)
	 	 	 	 	 	 	4	 	 	$	7,282,589	 	 	 	6.83	%	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	WATER SUPPLY & TREATMENT (WTR05)
	 	 	 	 	 	 	4	 	 	$	18,134,689	 	 	 	17.05	%	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	NATURAL RESOURCES (WTR06)
	 	 	 	 	 	 	4	 	 	$	4,682.073	 	 	 	4.39	%	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	WATER RESOURCE PLANNING
	 	 	 	 	 	 	 	 	 	$	1,419,760	 	 	 	 	 	 	 	 	 
	WATER CONSERVATION
	 	 	 	 	 	 	3	 	 	$	355,703	 	 	 	0.33	%	 	 	 	 
	RETAIL WATER RESOURCE PLANNING
	 	 	 	 	 	 	3	 	 	$	—	 	 	 	 	 	 	 	 	 
	REGIONAL SHARE (NET SALARIES)
	 	 	 	 	 	 	4	 	 	$	1,064,057	 	 	 	1.00	%	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	WASTEWATER
	 	 	 	 	 	 	5	 	 	$	38,757,578	 	 	 	36.37	%	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SALARIES BY
GROUP CODE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	HETCH HETCHY — POWER
	 	 	 	 	 	 	1	 	 	$	11,863,587	 	 	 	11.13	%	 	(TO SCHEDULE 7)
	HETCH HETCHY — WATER
	 	 	 	 	 	 	2	 	 	$	6,355,129	 	 	 	5.96	%	 	(TO SCHEDULE 7)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	WATER — RETAIL
	 	 	 	 	 	 	3	 	 	$	18,049,040	 	 	 	16.94	%	 	(TO SCHEDULE 7)
	WATER — REGIONAL
	 	 	 	 	 	 	4	 	 	$	31,529,823	 	 	 	29.59	%	 	(TO SCHEDULE 7)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	WASTEWATER
	 	 	 	 	 	 	5	 	 	$	38,757,578	 	 	 	36.37	%	 	(TO SCHEDULE 7)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL SALARIES
	 	 	 	 	 	 	 	 	 	$	106,555,156	 	 	 	100.00	%	 	 	 	 






 









 






			
	 	 	 
	WHOLESALE REVENUE REQUIREMENT SCHEDULES
	 	ATTACHMENT N-2
	CALCULATION OF THE WHOLESALE REVENUE REQUIREMENT
	 	SCHEDULE 8.1
	FISCAL YEAR 2009-10	 	 
	WATER ENTERPRISE SUMMARY OF OPERATING EXPENSES	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Retail	 	 	Wholesale	 	 	Regional	 	 	Total	 
	Operating Expenses
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Transmission & Distributions
	 	$	30,163,286	 	 	$	—	 	 	$	23,252,946	 	 	$	53,416,232	 
	Adjustments to Transmission & Distribution
	 	$	—	 	 	$	—	 	 	$	—	 	 	$	-	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Adjusted Transmission & Distribution
	 	$	30,163,286	 	 	$	—	 	 	$	23,252,946	 	 	$	53,416,232	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Source of Supply
	 	$	1,251,062	 	 	$	—	 	 	$	13,692,891	 	 	$	14,943,953	 
	Adjustments to Source of Supply
	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Adjusted Source of Supply
	 	$	1,251,062	 	 	$	—	 	 	$	13,692,891	 	 	$	14,943,953	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pumping
	 	$	3,854,000	 	 	$	—	 	 	$	488,682	 	 	$	4,342,682	 
	Adjustments to Pumping
	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Adjusted Pumping
	 	$	3,854,000	 	 	$	—	 	 	$	488,682	 	 	$	4,342,682	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Treatment
	 	$	—	 	 	$	—	 	 	$	30,445,053	 	 	$	30,445,053	 
	Adjustments to Treatment
	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Adjusted Treatment
	 	$	—	 	 	$	—	 	 	$	30,445,053	 	 	$	30,445,053	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Customer Accounts
	 	$	7,401,169	 	 	$	151,044	 	 	$	—	 	 	$	7,552,213	 
	Adjustments to Customer Accounts
	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Adjusted Customer Accounts
	 	$	7,401,169	 	 	$	151,044	 	 	$	—	 	 	$	7,552,213	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Adjusted Operating Expense
	 	$	42,669,517	 	 	$	151,044	 	 	$	67,879,572	 	 	$	110,700,133	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	General & Administrative Expense
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COWCAP
	 	$	—	 	 	$	—	 	 	$	1,238,009	 	 	$	1,238,009	 
	Services SFPUC Bureaus
	 	$	8,178,424	 	 	$	—	 	 	$	14,286,867	 	 	$	22,465,291	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other General & Administrative
	 	$	4,009,891	 	 	$	—	 	 	$	8,962,586	 	 	$	12,972,477	 
	Adjustments to General & Administrative
	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Adjusted General & Administrative
	 	$	4,009,891	 	 	$	—	 	 	$	8,962,586	 	 	$	12,972,477	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Compliance Audit
	 	$	100,000	 	 	$	100,000	 	 	$	—	 	 	$	200,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total General & Administrative
	 	$	12,288,315	 	 	$	100,000	 	 	$	24,487,462	 	 	$	36,875,777	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Property Taxes
	 	$	—	 	 	$	—	 	 	$	1,417,293	 	 	$	1,417,293	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	$	54,957,832	 	 	$	251,044	 	 	$	93,784,327	 	 	$	148,993,203	 






Source: FAMIS/EIS




Note: All adjustments to be separately identified above





Page 9 of 10











 





			
	WHOLESALE REVENUE REQUIREMENT SCHEDULES 

CALCULATION OF THE WHOLESALE REVENUE REQUIREMENT 

FISCAL YEAR 2009-10

HETCHY HETCHY WATER & POWER SUMMARY OF OPERATING EXPENSES
	 	ATTACHEMENT N-2

SCHEDULE 8.2






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Power	 	 	Water	 	 	Joint	 	 	Total	 
	Operating Expenses
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Purchased Power & Wheeling
	 	$	28,953,676	 	 	 	 	 	 	 	 	 	 	$	28,953,676	 
	Adjustments
to Purchased Power & Wheeling
	 	$	—	 	 	 	 	 	 	 	 	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Adjusted
Purchased Power & Wheeling
	 	$	28,953,676	 	 	 	 	 	 	 	 	 	 	$	28,953,676	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Operations
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Hydraulic Generation
	 	$	2,900,291	 	 	$	—	 	 	$	3,200,394	 	 	$	6,100,685	 
	Transmission & Distribution
	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	Water Quality Expense
	 	$	—	 	 	$	9,557,862	 	 	$	—	 	 	$	9,557,862	 
	Adjustments to Operations
	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Adjusted Operations
	 	$	2,900,291	 	 	$	9,557,862	 	 	$	3,200,394	 	 	$	15,658,547	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Maintenance
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Hydraulic Generation
	 	$	1,840,096	 	 	$	3,238,622	 	 	$	8,581,952	 	 	$	13,660,670	 
	Transmission & Distribution
	 	$	3,359,385	 	 	$	—	 	 	$	—	 	 	$	3,359,385	 
	Water Quality Expense
	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	Adjustments to Maintenance
	 	$	(151,442	)	 	$	—	 	 	$	—	 	 	$	(151,442	)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Adjusted Maintenance
	 	$	5,048,039	 	 	$	3,238,622	 	 	$	8,581,952	 	 	$	16,868,613	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total Adjusted Operating Expense
	 	$	36,902,000	 	 	$	12,796,484	 	 	$	11,782,346	 	 	$	61,480,836	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	General & Administrative Expense
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COWCAP
	 	$	—	 	 	$	—	 	 	$	1,139,579	 	 	$	1,139,579	 
	Services of SFPUC Bureaus
	 	$	5,375,656	 	 	$	2,879,651	 	 	$	—	 	 	$	8,255,307	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Customer Accounts
	 	$	347,403	 	 	$	—	 	 	$	—	 	 	$	347,403	 
	Adjustments to Customer Accounts
	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Adjusted Customer Accounts
	 	$	347,403	 	 	$	—	 	 	$	—	 	 	$	347,403	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Other General & Administrative
	 	$	14,913,071	 	 	$	36,070	 	 	$	10,632,340	 	 	$	25,581,481	 
	Adjustments to General & Administrative
	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Adjusted General & Administrative
	 	$	14,913,071	 	 	$	36,070	 	 	$	10,632,340	 	 	$	25,581,481	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total General & Administrative
	 	$	20,636,130	 	 	$	2,915,721	 	 	$	11,771,919	 	 	$	35,323,770	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Property Taxes
	 	$	—	 	 	$	—	 	 	$	452,000	 	 	$	452,000	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Total
	 	$	57,538,136	 	 	$	15,712,205	 	 	$	24,006,265	 	 	$	97,256,606	 








 




		
	Source: 	FAMIS/EIS
	 
	Note:	 All adjustments to be separately identified above


















 





			
	SCHEDULE OF PROJECTED
WATER SALES, WHOLESALE 

REVENUE REQUIREMENTS, AND WHOLESALE RATES 

CONTRACT REFERENCE: ARTICLE 6.03.A.3
	 	ATTACHMENT N-3
		 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	FISCAL YEAR	 
	 	 	N	 	 	N+1	 	 	N+2	 	 	N+3	 	 	N+4	 
	OPERATION AND MAINTENANCE
EXPENSES
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SOURCE OF SUPPLY
	 	$	9,364,568	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	PUMPING
	 	$	334,210	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	TREATMENT
	 	$	20,821,372	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	TRANSMISSION & DISTRIBUTION
	 	$	15,902,690	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	CUSTOMER ACCOUNTS
	 	$	151,044	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL OPERATION AND
MAINTENANCE EXPENSES
	 	$	46,573,884	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ADMINISTRATIVE AND GENERAL
EXPENSES
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	COWCAP
	 	$	520,857	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	SF PUBLIC UTILITIES COMMISSION
	 	$	9,770,788	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	OTHER A&G
	 	$	3,770,749	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	COMPLIANCE AUDIT
	 	$	100,000	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL ADMINISTRATIVE AND
GENERAL EXPENSES
	 	$	14,162,394	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PROPERTY TAXES
	 	$	969,287	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	CAPITAL COST RECOVERY
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PRE 2009 ASSETS
	 	$	24,051,326	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	DEBT SERVICE ON NEW ASSETS
	 	$	17,952,931	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	REVENUE FUNDED CAPITAL
	 	$	8,881,400	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL CAPITAL COST RECOVERY
	 	$	50,385,657	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	WHOLESALE SHARE HHW&P
	 	$	28,903,512	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	WHOLESALE REVENUE REQUIREMENT
	 	$	140,994,734	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	BALANCING ACCOUNT AS OF JUNE 30
	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	INTEREST ON BALANCING ACCOUNT
	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	WHOLESALE REVENUES AT EXSITING
RATE
	 	$	(127,485,900	)	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	WHOLESALE
EXCESS USE CHARGES
	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	SETTLEMENT CREDITS AND OTHER
ADJUSTMENTS
	 	$	21,000	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	1984 AGREEMENT BALANCING
ACCOUNT CREDITS
	 	$	1,997,220	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	WHOLESALE DEBIT SERVICE
COVERAGE RESERVE
	 	$	4,488,233	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	WHOLESALE DEFICIENCY OR CREDIT
	 	$	20,015,287	 	 	$	—	 	 	$	—	 	 	$	—	 	 	$	—	 
	PERCENT WHOLESALE DEFICIENCY
OR CREDIT OF REVENUES AND
EXCESS USE CHARGES
	 	$	15.7	%	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PROJECTED WATER SALES (CCF)
	 	 	85,920,000	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	WHOLESALE DEFICIENCY OR CREDIT
($/CCF)
	 	 	0.23	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	PROJECTED WHOLESALE RATE (UNIT
COST ($/CCF)
	 	 	1.66	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PROJECTED SERVICE CHARGE
REVENUES
	 	$	4,620,300	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	PROJECTED VOLUME CHARGE
REVENUES
	 	$	142,627,200	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	TOTAL WHOLESALE REVENUES
	 	$	147,247,500	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 



















 





ATTACHMENT
O

STATEMENT OF WHOLESALE REVENUE REQUIREMENT/ CHARGES IN BALANCING ACCOUNT

YEAR ENDED JUNE 30

(Section 7.02.B)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	FY 2008-09	 	 	FY 2009-10	 	 	 	 
	 	 	Allocation to	 	 	Allocation to	 	 	 	 
	 	 	Wholesale	 	 	Wholesale	 	 	 	 
	 	 	Customers	 	 	Customers	 	 	Difference	 
	Wholesale Revenue Requirement Calculation:
	 	 	 	 	 	 	 	 	 	 	 	 
	Operating and maintenance (O&M) expense:
	 	 	 	 	 	 	 	 	 	 	 	 
	San Francisco Water Enterprise:
	 	 	 	 	 	 	 	 	 	 	 	 
	Source of supply
	 	$	9,133,025	 	 	$	9,364,568	 	 	$	231,543	 
	Pumping
	 	$	325,946	 	 	$	334,210	 	 	$	8,264	 
	Purification
	 	$	20,437,460	 	 	$	20,821,372	 	 	$	383,912	 
	Transmission and distribution
	 	$	9,350,279	 	 	$	15,902,690	 	 	$	6,552,411	 
	Customer Accounts
	 	$	224,255	 	 	$	151,044	 	 	$	(73,211	)
	 
	 	 	 	 	 	 	 	 	 	 
	Total SFWE operating and maintenance
	 	$	39,470,965	 	 	$	46,573,884	 	 	$	7,102,919	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Hetch Hetchy Water and Power (HHWP):
	 	 	 	 	 	 	 	 	 	 	 	 
	Operating expenses
	 	$	10,359,786	 	 	$	7,484,165	 	 	$	(2,875,621	)
	Maintenance expenses
	 	$	4,526,240	 	 	$	4,831,890	 	 	$	305,650	 
	 
	 	 	 	 	 	 	 	 	 	 
	Total HHWP operating and maintenance
	 	$	14,886,026	 	 	$	12,316,055	 	 	$	(2,569,971	)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Administrative and general (A&G)
expenses:
	 	 	 	 	 	 	 	 	 	 	 	 
	COWCAP
	 	 	 	 	 	 	 	 	 	 	 	 
	SFWE
	 	$	512,438	 	 	$	520,857	 	 	$	8,419	 
	HHWP
	 	$	162,364	 	 	$	348,968	 	 	$	186,604	 
	SF Public Utilities Commission:
	 	 	 	 	 	 	 	 	 	 	 	 
	SFWE
	 	$	7,461,835	 	 	$	9,770,788	 	 	$	2,308,953	 
	HHWP
	 	$	2,357,622	 	 	$	1,959,603	 	 	$	(398,019	)
	Other A&G — SFWE
	 	$	8,234,799	 	 	$	3,770,749	 	 	$	(4,464,050	)
	Other A&G — HHWP
	 	$	—	 	 	$	3,280,434	 	 	$	3,280,434	 
	Compliance audit
	 	$	95,338	 	 	$	100,000	 	 	$	4,662	 
	 
	 	 	 	 	 	 	 	 	 	 
	Total administrative and general expenses
	 	$	18,824,396	 	 	$	19,751,399	 	 	$	927,003	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Property taxes (outside city only):
	 	 	 	 	 	 	 	 	 	 	 	 
	SFWE
	 	$	964,040	 	 	$	969,287	 	 	$	5,247	 
	HHWP
	 	$	120,923	 	 	$	139,732	 	 	$	18,809	 
	 
	 	 	 	 	 	 	 	 	 	 
	Total property taxes
	 	$	1,084,963	 	 	$	1,109,019	 	 	$	24,056	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Capital Cost Recovery
	 	 	 	 	 	 	 	 	 	 	 	 
	Pre-2009 Assets
	 	 	 	 	 	 	 	 	 	 	 	 
	SFWE
	 	 	 	 	 	$	24,051,326	 	 	 	 	 
	HHWP
	 	 	 	 	 	$	3,118,033	 	 	 	 	 
	Debt Service on New Assets
	 	 	 	 	 	 	 	 	 	 	 	 
	SFWE
	 	 	 	 	 	$	17,952,931	 	 	 	 	 
	HHWP
	 	 	 	 	 	$	—	 	 	 	 	 
	Revenue Funded Assets
	 	 	 	 	 	 	 	 	 	 	 	 
	SFWE
	 	 	 	 	 	$	8,381,400	 	 	 	 	 
	HHWP
	 	 	 	 	 	$	7,740,688	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 
	Total Capital Cost Recovery
	 	$	46,378,941	 	 	$	61,244,378	 	 	$	14,865,437	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Total Wholesale Revenue Requirement
	 	$	120,645,291	 	 	$	140,994,735	 	 	$	20,349,444	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Balancing Account July 1
	 	$	21,176,614	 	 	$	—	 	 	 	 	 
	Interest on adjusted beginning balance
	 	$	529,415	 	 	$	—	 	 	 	 	 
	Wholesale revenues billed
	 	$	(123,604,400	)	 	$	(147,247,500	)	 	 	 	 
	Excess use charges billed
	 	$	—	 	 	$	—	 	 	 	 	 
	Wholesale
Revenue Coverage Reserve
	 	$	—	 	 	$	4488,233	 	 	 	 	 
	Other adjustments
	 	$	—	 	 	$	—	 	 	 	 	 
	Settlement adjustments
	 	$	21,006	 	 	$	21,006	 	 	 	 	 
	1984 Agreement Balancing Account Credits
	 	$	—	 	 	$	1,997,220	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Balancing Account June 30
	 	$	18,768,326	 	 	$	235,694	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 




















 





Attachment P




REPRESENTATION LETTER



Certification Pursuant to Water Sales Agreement (the Agreement) between the City and County of San
Francisco (San Francisco) and certain wholesale customers in the counties of San Mateo, Santa
Clara, and Alameda (the Wholesale Customers) effective July 1,2009.




Each of the undersigned certifies that:




          1. I have reviewed San Francisco Water Department and Hetch Hetchy Water & Power
Department Report on the Calculation of the Wholesale Revenue Requirement
and Statement of Changes in the Balancing Account (the Statement) for the year ended June 30, 200X;




          Based on my knowledge, this report and Statement do not contain any untrue statements of a
material fact or omit to state a material fact necessary to make the statements made, in light of
the circumstances under which such statements were made, not misleading with respect to the period
covered by the report;




          Based on my knowledge, the Statement and other financial information included in the report,
fairly presents in all material respects the proper costs incurred and allocated to the Wholesale
Customers in accordance with the provisions of the Agreement.




          The below certifying officers and I are responsible for establishing and maintaining internal
control over financial reporting and have:




          Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting for purposes of the preparation of the Statement.




          Evaluated the effectiveness of the allocation procedures to ensure compliance with the terms
of the Agreement.




Attachment P, Page 1




 









 








          The Statement fully complies with the contractual requirements of the Agreement and fairly
presents, in all material respects, the allocation of costs to the Wholesale Customers in
accordance with the Agreement.




	 	 	 
	 
	General Manager, SFPUC
	 	Date
	 
	 	 
	 
	Assistant General Manager & Chief Financial Officer, SFPUC
	 	Date
	 
	 	 
	 
	Finance Director, SFPUC
	 	Date
	 
	 	 
	 
	Accounting Manager, SFPUC
	 	Date
	 
	 	 
	 
	Financial Planning Manager, SFPUC
	 	Date
	 
	 	 
	 
	Senior Rates Administrator, SFPUC
	 	Date






Attachment P, Page 2