39 supply all electric power to be furnished to customers according to such schedules, tariffs, rules and regulations as are adopted by the City Council. The City Charter provides that the City Council will have the power to charge equitable rates for the electric services furnished and for building up the electric properties so as to conserve their value and increase their capacity as needed by the City. In addition, the City Charter provides for the maintenance of the electric funds for Roseville Electric into which is deposited receipts from the operations of Roseville Electric and from which are payable the costs and expenses of Roseville Electric.
The following table shows the current service charges, by rate class, for Roseville Electric.
Service Charges and Demand Charge Rates
Effective June 1, 2025
Rate Class
Basic Service
Charge Energy Rate Demand
Residential $30 /month
0–500 kWh = $0.1469
> 500 kWh = $0.1912 Not Applicable
Small Business $44 /month $0.1422 – $0.1642 /kWh Not Applicable Medium Business $65 /month $0.1433 – $0.1724 /kWh $6.16 /kW mo.
Large Business $561 /month TOU $0.0975 – $0.2010 /kWh
Winter $6.60 /kW mo.
Summer $11.57 /kW mo.
Very Large Business $641 /month TOU $0.0950 – $0.1969 /kWh Winter $6.71 /kW mo.
Summer $11.51 /kW mo.
____________________
Source: City of Roseville
The following table shows the current surcharges/adjustments to service rates.
Surcharges/Adjustments Rates applied to all rate classes Description Rate per kWh
Renewable Energy Surcharge(1) $0.0056 /kWh
Greenhouse Gas Surcharge(1) $0.0002 /kWh
Hydroelectric Adjustment (2) $0.0008 /kWh
____________________
(1) The Renewable Energy and Greenhouse Gas Surcharges are intended to recover costs related to state-mandated and GHG reduction costs, and are a static passthrough to customers. (2) The Hydroelectric Adjustment formula was adopted by the City Council in March 2009, to reflect deviations of precipitation from average conditions that significantly change hydroelectric production. The surcharge may change annually, based on annual hydroelectric conditions, up to a maximum of 5% of total electric charges.
Source: City of Roseville.
Discounts. Residential customers meeting certain criteria can apply for special residential rates such as an Electric Rate Assistance program and Medical Support Rate Reduction.
Recent History of Electric Rate Adjustments. From Fiscal Year 2020-21 through 2024- 25, Roseville Electric’s retail electric rates have increased an average of approximately 6.2% annually. The following table sets forth Roseville Electric’s recent rate change history.
40 Table 6
Rate Adjustments
Fiscal Years 2020-21 through 2024-25
Date
Percent Change
(Average)(1)
January 1, 2025 17.0%
June 1, 2024 9.0
January 1, 2023 3.0
January 1, 2022 2.0
January 1, 2021 0.0
___________________
(1) A temporary 8% energy cost surcharge effective February 2023 became a permanent rate increase.
Source: City of Roseville.
Rate Comparison
Roseville Electric’s current retail electric rates are among the lowest in California and in the Sacramento region. Table 7 below sets forth a comparison between average electric rates paid by customers of Roseville Electric, PG&E and SMUD.
Table 7
Electric Rate Comparison with Neighboring Utilities (1) (cents/kWh)
Customer Type
Roseville Electric
Rates
PG&E
Rates
%
Difference
SMUD
Rates % Difference
Residential $20.77 $45.97 55% $20.58 -1%
Small Commercial 19.59 44.63 56% 19.58 0%
Medium Commercial 18.41 37.20 50% 21.85 16%
Large Commercial 16.28 32.84 50% 16.27 0%
Industrial 14.47 24.97 42% 14.56 1%
(1) Based on estimated average annual rates as of June 30, 2025.
Source: City of Roseville.
Rate Stabilization Fund
In 1996, the City Council adopted Resolution No. 96-148, which provides for, among other policies, the establishment of a rate stabilization fund (the “RSF” or “Rate Stabilization Fund”), in order to provide the City time to react to major changes to the cost of electricity without having to impose an emergency rate increase. In 2009, the City Council reviewed the financial policy that defines the range of the target RSF balance, reducing the minimum balance from 60% to 40% of operating expenses. During fiscal year 2023, Roseville Electric strategically used reserves to retire its variable rate debt and terminate the associated interest rate swap, which decreased the reserve balance. To replenish the reserve, Roseville Electric will replenish the RSF as revenues allow.
Amounts in the Rate Stabilization Fund are not pledged as security for the 2026 Installment Payments, but interest earnings on the Rate Stabilization Fund are considered Gross Revenues (Revenues under the Installment Purchase Contract), and funds in the Rate Stabilization Fund may be included in Adjusted Annual Revenues for purposes of determining compliance with the Rate Covenant. See “SECURITY FOR THE 2026 BONDS – Rate Covenant” for a further description of the Rate Stabilization Fund. The Rate Stabilization Fund balance is
41 estimated to be $32.6 million as of June 30, 2025. See Table 10 for a recent history of balances in the Rate Stabilization Fund.
Electric Rate Regulation
No Current Direct Regulation. The authority of the City to impose and collect rates and charges for electric power and energy sold and delivered is not currently subject to the regulatory jurisdiction of the CPUC, and presently neither the CPUC nor any other regulatory authority of the State of California nor FERC limits or restricts such rates and charges. See also “RATE REGULATION.”
California Energy Commission (CEC). The CEC is authorized to evaluate rate policies for electric energy as related to goals of the Energy Resources Conservation and Development Act and make recommendations to the Governor, the Legislature and publicly-owned electric utilities.
42 ROSEVILLE ELECTRIC FINANCIAL INFORMATION
Significant Accounting Policies
Governmental accounting systems are organized and operated on a fund basis. A fund is defined as an independent fiscal and accounting entity with a self-balancing set of accounts recording cash and other financial resources, together with all related liabilities and residual equities or balances, and changes therein. Funds are segregated for the purpose of carrying on specific activities or attaining certain objectives in accordance with special regulations, restrictions or limitations.
Roseville Electric is accounted for as an enterprise fund. Enterprise funds are used to account for operations (i) that are financed and operated in a manner similar to private business enterprises (where the intent of the governing body is that the costs (expenses, including depreciation) of providing goods or services to the general public on a continuing basis be financed or recovered primarily through user charges) or (ii) where the governing body has decided that periodic determination of revenues earned, expenses incurred and/or net income is appropriate for capital maintenance, public policy, management control, accountability or other purposes.
The Electric Fund uses the accrual method of accounting. Revenues are recognized when they are earned, and expenses are recognized when they are incurred.
Investments are stated at cost. Inventories are valued at weighted average method.
Capital assets are recorded at historical cost. Donated fixed assets are valued at their estimated fair market value on the date donated.
Audited Financial Statements
The City’s Financial Statements for Fiscal Year 2023-24 were audited by Lance, Soll & Lunghard LLP, Certified Public Accountants, Sacramento, California (the “Auditor”), in accordance with generally accepted auditing standards, and contains opinions that the financial statements present fairly the financial position of the various funds maintained by the City. The reports include certain notes to the financial statements, which are not fully described below.
Such notes constitute an integral part of the audited financial statements.
Copies of these reports for prior Fiscal Years are available on the City’s website, www.roseville.ca.us. The website address is given for reference and convenience only and the current accuracy of information contained therein cannot be assured; nothing on the website is a part of this Official Statement or incorporated into this Official Statement by reference.
The City’s audited financial statements for Fiscal Year 2023-24 are attached as APPENDIX B to this Official Statement. The City has not requested, nor did the City obtain permission from the Auditor to include the audited financial statements as an appendix to this Official Statement. Accordingly, the Auditor has not performed any post-audit review of the financial condition or operations of Roseville Electric. In addition, the Auditor has not reviewed this Official Statement.
43 Outstanding Indebtedness
Parity Indebtedness. The 2026 Payments are secured on parity with the 2004 Payments, 2017 Payments and 2020 Payments, which are further described below:
Table 8
Parity Indebtedness
As of June 30, 2025
Parity Obligation
Original Date and
Execution and
Delivery
Original
Principal
Amount
Outstanding
Principal
Amount
Final Maturity
Outstanding
2004 Payments July 13, 2004 $39,940,000 $5,000 Feb. 1, 2034 2017 Payments February 8, 2017 56,210,000 48,495,000 Feb. 1, 2037 2020 Payments September 29, 2020
2020 2017
34,770,000 29,375,000 Feb. 1, 2034
Source: City of Roseville.
2004 Certificates. The 2004 Certificates were issued were issued in the original principal amount of $39,940,000 as the “Electric System Revenue Certificates of Participation, Series 2004,” evidencing and representing proportionate interests of the owners thereof in the payments made under the 2004 Supplemental Contract (the “2004 Payments”). The principal amount outstanding as of June 30, 2025 is set forth in the table above. All but $5,000 of the initial principal amount of the 2004 Certificates was defeased and prepaid with proceeds of bonds issued in 2014, which were themselves refunded by the 2020 Bonds described below. 2017 Bonds. The 2017 Revenue Refunding Bonds were issued in the original principal amount of $56,210,000 as the “Electric System Revenue Refunding Bonds, Series 2017A,” secured by and payable from certain payments made under the 2017 Supplemental Contract (the “2017 Payments”). The 2017 Bonds were issued to defease and prepay portions of the 2009 Certificates and 2010 Bonds. The principal amount of 2017 Bonds outstanding as of June 30, 2025 is set forth in the table above.
2020 Bonds. The 2020 Taxable Revenue Bonds were issued in the original principal amount of $34,770,000 as the “Electric System Revenue Refunding Bonds, Series 2020,” secured by and payable from certain payments made under the 2020 Supplemental Contract (the “2020 Payments”). The 2020 Bonds were issued to defease and prepay portions of the electric system revenue bonds issued by the City in 2013 and 2014. The principal amount of 2020 Bonds outstanding as of June 30, 2025 is set forth in the table above.
Senior Obligations. The City participates in certain joint powers agencies, including NCPA and TANC, and has entered into agreements with such joint powers agencies in connection with certain joint powers agency projects in which it participates, under which agreements the City is responsible for paying its share of the costs of the project, including costs of debt service on debt issued by those joint powers agencies to finance such projects.. See “THE ELECTRIC SYSTEM – Sources of Power Supply” and “– Regional Transmission Facilities.” The obligations of the City under its agreements with TANC and NCPA constitute Maintenance and Operation Costs of Roseville Electric payable on a senior basis to any of the payments required to be made under the Installment Purchase Contract, including the 2026 Payments and other Parity Obligations. The agreements with NCPA and TANC are on a “take or pay” basis, which requires payments to be made whether or not projects are operable, or whether output from such projects is suspended, interrupted or terminated. Certain of these agreements
44 contain “step up” provisions obligating the City to pay a share of the obligations of a defaulting participant and granting the City a corresponding increased entitlement to electricity (generally, the City’s “step-up” obligation is limited to 25% of the City’s scheduled payments on such obligations).
The City’s participation and share of debt service obligation (without giving effect to any “step up” provisions) for each of the joint powers agency projects in which it participates are shown in the following table.
Table 9
CITY SHARE OF
OUTSTANDING DEBT OF JOINT POWERS AGENCIES (1)
(Dollars in millions)
As of June 30, 2025
Outstanding
Debt(2)
Roseville
Participation(3)
Roseville Share of
Outstanding Debt(2)
NCPA
Geothermal Project $ 0.0 7.88% $ 0.0
Calaveras Project 122.3 12.00(4) 14.7
Capital Facilities Project 4.8 36.50 1.8
TANC
Bonds 152.1(5) 2.32 3.5
Notes 91.7 2.32 2.1
Total $279.2 $20.0
____________________
Note: Numbers may not total due to rounding.
(1) Excludes Roseville Natural Gas Financing Authority. See “– Natural Gas Pre-payment” above. (2) Principal only. Does not include obligation for payment of interest on such debt. (3) Participation based on actual debt service obligation. Participation obligation is subject to increase upon default of another project participant. Such increase shall not exceed, without written consent of a non-defaulting participant, an accumulated maximum of 25% of such non-defaulting participant’s original participation. (4) The City’s actual payments represent approximately 9.9% of outstanding debt service as a result of credit received. (5) Excludes portion of TANC outstanding bonds relating to Tesla-Midway Transmission Service laid off by the City. See “ROSEVILLE ELECTRIC – Regional Transmission Facilities” above.
Source: City of Roseville.
For the fiscal year ended June 30, 2025, Roseville Electric’s annual obligations for debt service in connection with the joint powers agency obligations described in the table above aggregated approximately $2.7 million. Roseville Electric’s obligations to the joint powers agencies related to debt service for outstanding debt of the joint powers agencies is expected to range between $0.3 million and $3.0 million through Fiscal Year 2039-40. This projection does not include any future debt issuances that may occur. The outstanding joint powers agency bonds included in the above table are fixed rate debt. As described under “– Regional Transmission Facilities – TANC California-Oregon Transmission Project,” in August 2024, TANC authorized the issuance pursuant to the TANC Credit Agreement of up to $120.0 million of variable rate TANC short term notes to be outstanding at any time for the purpose of financing certain improvements to the COTP on an interim basis. TANC short term notes issued pursuant to the TANC Credit Agreement will mature in September 2027 (with a corresponding amount proportionate to the Roseville Electric’s debt service obligations under the TANC Agreement due from Roseville Electric), unless the commitment of the lender under the TANC Credit Agreement is extended in accordance with its terms. It is expected that TANC will refinance any TANC short term notes issued pursuant to the TANC Credit Agreement from the proceeds of TANC bonds on or before their maturity date.
45 Historic Revenues, Expenses and Debt Service Coverage Table 10 presents a summary of the revenues, expenses, and debt service coverage for Roseville Electric for Fiscal Years 2020-21 through 2023-24 on a historical basis and an estimate of 2024-25. This table is based on historic operating results, where applicable, of the Electric System, but is presented on a cash basis consistent with the definitions of Revenues and Maintenance and Operation Costs as defined in the Installment Purchase Contract, and as such, does not match the audited financial statements of the electric system.
Table 10 also includes a recent history of balances in the Rate Stabilization Fund, and calculates debt service coverage both with and without the Rate Stabilization Fund balance.
Table 10 as it is presented is not available in the City’s audited financial statements for the Electric System; it has been designed to reflect revenues and coverage in a manner that meets GAAP standards and is reflective of the definitions of Revenues and Maintenance and Operation Costs as defined in the Installment Purchase Contract. The figures shown in the table are accounted for in the City’s audited financial statements but the presentation in the audited financial statements may not necessarily correlate to the line-item designations in Table 10.
46 Table 10
Historical Calculation of Debt Service Coverage Ratio
Fiscal Years 2020-21 through 2024-25
(Dollars in Thousands)
2020-21 2021-22 2022-23 2023-24
Estimated
2024-25
Operating Revenues
Electricity Sales Revenue $162,815 $166,656 $176,729 $189,879 $215,041 Other Operating Revenue(1) (2) 5,048 5,931 4,026 23,200 17,634 Total Operating Revenues $167,863 $172,588 $180,755 $213,079 $232,675 Operating Expenses
Power Supply Expense (3) $60,761 $68,372 $74,863 $88,553 $87,862 Generation Expense(4) 17,530 15,254 19,599 20,057 33,996 Other Operating Expense (5) 40,279 43,108 49,181 51,857 54,777 Total Operating Expenses $118,570 $126,734 $143,643 $160,467 $176,635 Net Revenue $49,293 $45,854 $37,112 $52,612 $56,040
Adjusted Net Revenue
Net Revenue (6) $49,293 $45,854 $37,112 $40,387 $56,040 Reimbursement from Other Agencies - 2,750 4,337 1,750 4,000 Lease Revenue 98 118 161 108 293
Interest Revenue (7) 2,538 1,985 2,456 4,345 3,898
Adjusted Net Revenue $51,929 $50,707 $44,067 $46,590 $64,231 Debt Service $14,096 $14,043 $14,472 $6,961 $6,882
Debt Service Coverage Ratio 3.68 3.61 3.04 6.69 9.33
Rate Stabilization Fund (RSF) Ending Balance(8), (9) $67,826 $68,108 $30,769 $31,630 $32,298 Transfer from/(to) RSF(10) - - $47,040 - -
Debt Service Coverage Ratio, including RSF 8.50 8.46 5.17 11.24 14.03 __________
(1) Includes a one-time $5.4 million energy wholesale to trading partners and $12.3 million GHG proceeds received in Fiscal Year 2023-2024. (2) Includes a one-time $11.5 million insurance reimbursement (net of deductible) associated with the non-routine major plant repair at REP in Fiscal Year 2024-25.
(3) Includes joint powers agency payment obligations.
(4) Includes a one-time, non-routine major plant repair cost of $12.6 million for the REP in Fiscal Year 2024-25. (5) Includes distribution, customer accounts, meter reading, traffic signal, public benefits operations and administration expenses, as well as reimbursements to other City funds for the Electric System’s share of certain overhead expenses such as information technology, payroll, human resources, retired employees’ health costs, OPEB costs, facility lease payments, Utility Exploration Center operations, liability insurance payments, Citywide rehabilitation costs, etc.
(6) Excludes GHG proceeds $12.3 million in Fiscal Year 2023-24 that supported the Advanced Metering capital infrastructure system project. (7) Excludes unrealized gains/losses from investments.
(8) Balance represents available resource as of fiscal year end, excluding unrealized gains/losses balance from investments. (9) Pursuant to the Installment Purchase Contract, funds on deposit in the Rate Stabilization Fund (RSF) may be included in Adjusted Annual Revenues for the purpose of determining compliance with the Rate Covenant. (10) The $47 million transfer from RSF to operation was utilized to retire certain variable-rate debt and terminate the related swap agreements in Fiscal Year 2022-23.
Source: City of Roseville.
47 Investment Policy
The cash attributable to the Electric System must be invested in accordance with the City’s Investment Policy. Pursuant to the Investment Policy, the City strives to maintain a level of investment of all idle funds, less required reserves, as near 100% as possible, through daily and projected cash flow determinations. Idle cash management and investment transactions are the responsibility of the Assistant City Manager/Chief Financial Officer and permitted investments include the following:
• U.S. Treasury obligations
• Federal agency or United Stated government-sponsored enterprise obligations
• Obligations of the State of California or any Local Agency within the state • Registered treasury notes or bonds of any of the 49 states • Repurchase Agreements
• Banker’s Acceptances
• Commercial Paper
• Medium-Term Corporate Notes
• FDIC insured or fully collateralized time certifications of deposit • Negotiable Certificates of Deposit or deposit notes
• State of California’s Local Agency Investment Fund
• Money Market/Mutual Funds
• Shares in a California Common Law Trust
• Supranationals
• Mortgage pass-through security
• City of Roseville Pooled Investment Fund
Criteria for selecting investments and the order of priority are:
• Safety -- Preservation of principal and interest
• Liquidity -- Ability to convert investment to cash at any moment in time • Return on Investment -- Potential dollar earnings on an investment The City’s cash management system is designed to accurately monitor and forecast expenditures and revenues, thus enabling the City to invest funds to the fullest extent possible.
The City attempts to obtain the highest yield when selecting an investment, provided the criteria for safety and liquidity are met.
48 The following table shows the investments in the pooled funds of the City as of June 30, 2025. As of June 30, 2025, the portion of the City’s Pooled Investment Fund allocable to the Electric System was $176,862,138, or approximately 16.6% of the City’s Pooled Investment Fund.
Table 11
City of Roseville Pooled Investment Fund
As of June 30, 2025
City Pooled Investment Funds Par Value Market Value Book Value CAMP $51,300,931 $51,300,931 $51,300,931
Local Bank Accounts 8,052,409 8,052,409 8,052,409
Local Agency Investment Funds 30,939,912 30,939,912 30,939,912 Money Market 43,735,479 43,735,479 43,735,479
Corporate Notes 250,150,000 246,990,602 250,167,540
Commercial Paper Disc. -Amortizing 10,000,000 9,936,600 9,937,410 Federal Agency Coupon Securities 603,925,333 572,257,127 597,586,032 Federal Agency Disc. -Amortizing 19,000,000 18,875,360 18,877,412 Treasury Coupon Securities 5,300,000 5,308,268 5,220,117 Treasury Discounts -Amortizing 41,000,000 40,924,560 40,923,869 Supra-National Agency Bond 5,000,000 5,003,600 4,965,685 Municipal Bonds 9,020,000 9,176,434 9,105,378
Totals $1,077,424,064 $1,042,501,282 $1,070,812,175
Source: City of Roseville.
Retirement Benefits
Much of the following information concerning the California Public Employees’ Retirement System (“CalPERS”) is excerpted from publicly available sources, which the City believes to be accurate. CalPERS should be contacted directly at CalPERS, Lincoln Plaza, 400 Q Street Room 1820, Sacramento, CA 95811, for other information, including information relating to its financial position and investments.
Substantially all permanent City employees, including those employees assigned to Roseville Electric, are eligible to participate in pension plans offered by CalPERS, an agentmultiple employers defined benefit pension plan which acts as a common investment and administrative agent for its participating member employers. CalPERS provides retirement and disability benefits, annual cost of living adjustments and death benefits to plan members, who must be public employees and beneficiaries. CalPERS acts as a common investment and administrative agent for participating public entities within the State. Copies of CalPERS annual financial reports may be obtained from its Executive Office located at 400 Q Street Room 1820, Sacramento, CA 95811. Such report is not incorporated herein and does not constitute part of this Official Statement.
The City’s employees participate in the separate Safety (for its police and fire employees) and Miscellaneous (for all other employees) employee plans. No Roseville Electric employees participate in Safety plan. Benefit provisions under both plans are established by State statute and City resolution. Benefits are based on years of credited service; one year of credited service is equal to one year of full-time employment.
CalPERS is a contributory plan deriving funds from employee contributions as well as from employer contributions and earnings from investments. Employees of Roseville Electric participate in the CalPERS Miscellaneous Plan, and Roseville Electric pays a percentage of the City’s Miscellaneous Plan expenses based on the number of employees. Active Miscellaneous
49 Plan members hired prior to January 1, 2013 are required to contribute 8.00% of their annual covered salary and those hired on or after January 1, 2013 are required to contribute 7.75% of their annual covered salary. The member contribution can be paid by the employee or by the City on the employee’s behalf in accordance with applicable labor agreements. The required member contributions are currently paid by the employees. The City’s employer contribution rate is determined annually by the actuary effective on the July 1 following notice of a change in rate.
Funding contribution amounts are determined annually on an actuarial basis as of June 30 by CalPERS. The actuarially determined rate is the estimated amount necessary to finance the costs of benefits earned by employees during the year, with an additional amount to finance any unfunded accrued liability. The City is required to contribute the difference between the actuarially determined amount and the contribution rate of employees. The actuarial methods and assumptions used are those adopted by the CalPERS Board of Administration. The contribution requirements of the plan members are established by State statute and the employer contribution rates are established, and may be amended, by CalPERS.
The table below sets forth Roseville Electric’s allocated share of the City’s required contributions to the Miscellaneous Plan for the past five Fiscal Years. Roseville Electric’s estimated allocated share of the City’s budgeted contributions to the Miscellaneous Plan for the Fiscal Year ending June 30, 2026 is $10,476,285.
Source: City of Roseville.
The City’s required contributions to CalPERS fluctuate each year and include a normal cost component and a component equal to an amortized amount of the unfunded liability. Many assumptions are used to estimate the ultimate liability of pensions and the contributions that will be required to meet those obligations. The CalPERS Board of Administration has adjusted and may in the future further adjust certain assumptions used in the CalPERS actuarial valuations, which adjustments may increase Roseville’s required contributions to CalPERS in future years.
Accordingly, the City’s cannot provide any assurances that the City’s required contributions to CalPERS in future years will not significantly increase (or otherwise vary) from any past or current projected levels of contributions.
As of October 2025, the CalPERS Board of Administration’s assumed rate of return, also known as the discount rate, is 6.8%. The Board previously lowered the rate from 7.0% to 6.8% in 2021, and it has remained at that level since. The most recent CalPERS Asset Liability Management (ALM) review recommends that the rate continue at 6.8%. The discount rate is a key actuarial assumption that reflects CalPERS’ long-term investment expectations and directly affects employer contribution requirements. A lower rate increases reported pension liabilities and contribution costs, while a higher rate has the opposite effect. The City’s current CalPERS Miscellaneous Plan, which includes Roseville Electric employees, has an actuarial funded status of 62.1%.
City of Roseville Miscellaneous Plan
Fiscal Year
Electric System
Allocated Share of
Contributions
Total City
Contribution
Amount
Contributions
as a % of
Covered Payroll
2020-21 $7,058,610 $27,226,777 31.69%
2021-22 7,457,891 30,336,222 34.92
2022-23 8,057,403 33,473,482 35.90
2023-24 8,643,436 36,094,716 36.62
2024-25 9,359,353 40,283,930 37.05
50 Effective for the Fiscal Year ended June 30, 2015, the City adopted Governmental Accounting Standards Board (“GASB”) Statement No. 68 (“GASB No. 68”), affecting the reporting of pension liabilities for accounting purposes. Under GASB No. 68, the City is required to report the Net Pension Liability (i.e., the difference between the Total Pension Liability and the Pension Plan’s Net Position or market value of assets) in its financial statements.
The table below summarizes certain information relating to the Net Pension Liability of the Miscellaneous Plan as of June 30, 2021 through June 30, 2025, as reported in the City’s audited financial statements. Roseville Electric’s allocable share of the City’s net pension liability was not separately determined.
City of Roseville Electric System
Proportionate Share of the Net Pension Liability - Miscellaneous Plan Measurement
Date (1)
(June 30)
Proportionate
Share of the Net
Pension Liability
Share of Net
Pension
Liability (2)
Share of Net
Position as a %
of Total Pension
Liability
Share of Net
Pension
Liability as a %
of Its Covered
Payroll
2020 25.93% $68,619,020 64.55% 333.32%
2021 24.58 47,478,679 75.39 213.19
2022 24.07 74,341,652 63.82 348.11
2023 23.95 78,200,115 63.92 348.41
2024 23.23 75,098,554 66.26 297.26
__________________
(1) Measured using prior fiscal year annual actuarial valuation rolled forward to measurement date using standard update procedures.
(2) Reflects the Electric System's share of City's Miscellaneous Plan Net Pension Liability of $264,680,263, $193,127,517, $308,843,186, $326,561,223, and $323,234,401, as of fiscal year ending June 30, 2021, June 30, 2022, June 30, 2023, June 30, 2024 and June 30, 2025, respectively.
Source: City of Roseville.
In the June 30, 2023 actuarial valuation utilized for measuring the pension liability as of the June 30, 2024 measurement date, the Entry Age Normal Actuarial Cost Method was used.
The actuarial valuation assumptions used for determining total pension liabilities included (a) a
6.8% investment rate of return (net of pension plan investment and administrative expense); (b) projected salary varies by entry age and service; (c) an inflation component of 2.3% per year; (d) payroll growth of 2.8%; and (e) a discount rate of 6.9%.
For additional information relating to the City’s pension benefits, see “APPENDIX B – CITY COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR FISCAL YEAR 2023-24, Note 13.
Other Post-Employment Health Benefits
The City also provides post-employment medical benefits (“OPEB benefits”) to its retired employees, including those from Roseville Electric, through the City’s retiree healthcare plan. This single-employer defined benefit healthcare plan is administered by the City, which is responsible for establishing and amending the plan’s funding policy. The City manages the plan by investing assets in a Retiree Health Plan Trust (“OPEB Trust”) established under a trust agreement and managed by PFM Asset Management LLC. Each year, the City contributes the actuarially determined contribution to the OPEB Trust, covering both current retiree costs and the prefunding of future benefit obligations. As of the latest actuarial valuation, there were 883 participants receiving OPEB benefits under the plan, and the plan’s funded status was 68.3%.
51 The contribution requirements of plan members and the City are established and may be amended by the City Council. The City Council establishes rates based on an actuarially determined rate.
Effective for Fiscal Year 2017-18, the City follows the provisions of GASB Statement No. 75, Accounting and Financial Reporting for Postemployment Benefits Other Than Pensions (“GASB No. 75”) affecting the reporting of OPEB liabilities for accounting purposes. GASB No. 75 replaces the requirements of GASB Statement No. 45. GASB No. 75 establishes standards for employers with other postemployment liabilities for recognizing and measuring net OPEB liabilities, along with deferred inflows and outflows of resources, and expenses/expenditures related to the other postemployment liability. GASB No. 75 does not affect funding requirements.
The table below sets forth certain information regarding Roseville Electric’s allocated share of the City’s annual contributions to the OPEB Plan for the past five years ending Fiscal Year ended June 30, 2025, including the relation of the City’s contributions to the actuarially determined contribution amount for such fiscal year.
City of Roseville OPEB Plan
Fiscal Year
Ended
June 30
Contribution
Funded by
Electric System
Total City
Contribution
Actuarially
Determined
Contribution
Amount
Contribution Deficiency
(Excess) to Actuarially
Determined
Contribution
2021 $2,286,000 $15,353,152 $14,026,000 $(1,327,152)
2022 1,936,000 15,400,470 10,687,000 (4,713,470)
2023 1,602,000 11,961,366 10,591,000 (1,370,366)
2024 1,659,000 12,510,667 10,514,000 (1,996,667)
2025 1,903,000 13,420,000 10,711,000 (2,721,000)
Source: City of Roseville.
The City’s net OPEB liability was measured as of June 30, 2024, and the total OPEB liability used to calculate the net OPEB liability was determined by an actuarial valuation as of June 30, 2023. The total OPEB liability was $232,715,534 and the OPEB Plan fiduciary net position was $159,237,881, resulting in a net OPEB liability of $73,477,653 as of June 30, 2024.
Plan fiduciary net position as a percentage of the total OPEB liability was 68.4%. The net OPEB liability as a percentage of covered payroll was 47.68%. In the June 30, 2023 actuarial valuation, the Entry Age Normal Actuarial Cost Method was used with a 24-year fixed amortization period and level percentage of pay. The actuarial valuation assumptions used include (a) a 6.25% investment rate of return (net of administrative expense); (b) projected salary increases of 2.75% annually; (c) an inflation component of 2.50% per year; and (d) a healthcare trend 7.9% for 2026, decreasing to an ultimate rate of 3.45% in 2076 for non-medicare participants, and 6.28% in 2026, decreasing to an ultimate rate of 3.45% in 2076 for medicare participants.
For additional information relating to the City’s OPEB benefits, see “APPENDIX B – CITY COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR FISCAL YEAR 2023-24, Note 14.
52 DEVELOPMENTS IN THE ENERGY MARKETS
Background; Electric Market Deregulation
The restructuring of energy markets in the United States began in 1996 with Federal Energy Regulatory Commission (“FERC”) orders 888 and 889. These orders opened the electricity transmission system so that unused transmission must be made available at a costbased rate and defined the market mechanism by which these resources would be offered and purchased. Subsequently California enacted AB1890, the Electric Utility Restructuring Act, which transitioned two thirds of the State from a bilateral to a structured market with the creation of the CAISO. This market structure redefined electricity markets in California in fundamental ways by becoming the reliability and market clearing entity for most of California.
Substantial disruptions to the CAISO electric market occurred in 2000 and 2001. The response to the disruptions was the expansion of the CAISO’s responsibilities to the creation of new market frameworks, implemented on April 1, 2009 as the Market Redesign and Technology Upgrade (the “MRTU”), and adoption of a legislative and regulatory requirement for additional reserve capacity called the Resource Adequacy Standard. The MRTU establishes enhanced unit commitment and balancing markets for energy purchases and sales. The Resource Adequacy Standard ensures that adequate levels of capacity to meet load and reserves are procured by all load serving entities in a timely manner for the purpose of avoiding future shortages.
Roseville Electric is not within the CAISO balancing authority area; however, the CAISO provides a liquid market for energy that Roseville Electric can access when needed. Roseville Electric joined the CAISO’s EIM Market in 2021. This market continues to evolve as market needs and regulatory forces influence it to change. See “– Challenges and Industry Response” below.
State Legislation
Bills affecting the electric utility industry are frequently enacted by the California Legislature. In general, in recent years, these bills reflect California climate policy developments by regulating GHG emissions and providing for greater investment in energy efficiency and environmentally friendly generation and storage alternatives, principally through more stringent RPS requirements and more aggressive emissions reduction programs to combat the effects of climate change. See also “THE ELECTRIC SYSTEM – Energy Efficiency and Conservation” above. Legislation enacted in recent years has also focused on addressing issues relating to wildfire risks and occurrences in California, including imposing certain requirements on electric utilities in connection with planning for and mitigating such occurrences and risks. The following is a summary of these bills.
Greenhouse Gas (GHG) Emissions. On June 1, 2005, the Governor signed Executive Order S-3-05, which placed an emphasis on such efforts to reduce GHG emissions by establishing statewide GHG reduction targets. The targets are: (i) a reduction to 2000 emissions levels by 2010; (ii) a reduction to 1990 levels by 2020; and (iii) a reduction to 80% below 1990 levels by 2050. The Executive Order also called for the California Environmental Protection Agency to lead a multi-agency effort to examine the impacts of climate change on California and develop strategies and mitigation plans to achieve the targets.
On September 27, 2006, the Governor signed into law Assembly Bill 32 (“AB 32”), the Global Warming Solutions Act of 2006. AB 32 required all California utilities to inventory and report GHG emissions beginning January 1, 2008 and requires the California Air Resources
53 Board (“CARB”) to adopt enforceable GHG emission limits and emission reduction measures by regulation in order to reduce GHG emissions to 1990 levels by 2020. In December 2008, the CARB adopted the AB 32 Scoping Plan, which serves as California’s blueprint for reducing GHG emissions. There have been three subsequent Scoping Plans focused on specific GHG reduction targets for the industrial, energy, and transportation sectors—first to meet 1990 levels by 2020, then to meet the more aggressive target of 40 percent below 1990 levels by 2030. This latest plan from 2022 extends and expands upon these earlier plans with a target of reducing anthropogenic emissions to 85 percent below 1990 levels by 2045.
On September 8, 2016 the Governor signed Senate Bill 32, the Global Warming Solutions Act of 2006: Emissions Limit, and Assembly Bill 197, State Air Resource Board: Greenhouse Gases, which together establish a new statewide GHG emission reduction target to reduce GHG emissions to 40 percent below 1990 levels by 2030 to ensure California continues moving towards its target of reducing GHG emissions to 80 percent below 1990 levels by 2050.
This legislation is currently being implemented by the cap and trade program established by AB 32 where CARB creates one allowance for each ton of carbon dioxide-equivalent GHGs (“CO2e”) up to the target level of CO2e for a given year (the cap) and parties responsible for CO2e emissions must purchase one allowance for each ton of CO2e they produced in either an auction or bilateral market (the trade). By reducing the amount of available allowances through time, the state is able to meet its emission reduction targets.
On December 14, 2010, CARB adopted regulations approving the cap-and-trade program for California. The CARB regulations became enforceable on January 1, 2012. The first phase of the program (January 1, 2013 to December 31, 2014) introduced a hard emissions cap on electricity generators and industrial sources emitting more than 25,000 metric tons of CO2e per year. In 2015, the program expanded to cover transportation fuels, natural gas, propane and fossil fuels. The cap will decline each year.
The cap-and-trade program includes the distribution of carbon allowances. Each allowance is equal to one metric ton of CO2e. Initially, most of the carbon allowances have been distributed for free. Additional allowances are auctioned quarterly, which began in November 2012. Utilities can acquire more carbon allowances at these auctions. They are then required to purchase allowances to meet their compliance obligations and use any remaining proceeds from the sale of their allocated allowances for the benefit of their ratepayers. POUs that do not sell into the CAISO markets (such as Roseville Electric) have three options (which are not mutually exclusive) once their allocated allowances are distributed to them. They can (i) place allowances in their compliance accounts to meet compliance obligations for plants they operate directly, (ii) place allowances in the compliance account of a joint powers agency or public power utility that generates power on their behalf, and/or (iii) auction the allowances and use the proceeds to benefit their ratepayers.
The cap-and-trade program also allows covered entities to use offset credits for compliance purposes (originally set at 8%, dropping to 4% in 2021, then rising to 6% in 2026 of a covered entity’s compliance obligation). Offsets can be generated by emission reduction projects in sectors that are not regulated under the cap-and-trade program. Approved project types include urban forest projects, destruction of ozone-depleting substances, and livestock methane management projects. CARB has implemented the trading and tracking system and the City has participated in auctions. CARB may still consider changes to the cap-and-trade program’s electricity sector provisions, including provisions relating to electricity imports and “resource shuffling.” In September 2025, AB 1207 was signed into law. AB 1207 reauthorizes and extends
54 California’s cap-and-trade program from 2030 to 2045 and renames the program “cap and invest”.
Following the passage of AB 1207, CARB will update the California Cap on Greenhouse Gas Emissions and Market-Based Compliance Mechanism regulation to extend the duration of the program. These changes are expected to be finalized in 2026.
On September 10, 2018, Governor signed Executive Order B-55-18 to achieve carbon neutrality. A new statewide goal was established to achieve carbon neutrality no later than 2045, and achieve and maintain net negative emissions thereafter. AB 1279 (Muratsuchi), signed by the Governor in 2022, codified Executive Order B-55-18 to achieve and maintain net-zero GHG emissions by 2045.
On September 23, 2020, Governor signed Executive Order N-79-20, a statewide goal that 100 percent of in-state sales of new passenger cars and trucks will be zero-emission by 2035.
Executive Order N-79-20 established a goal of the State that 100 percent of medium- and heavyduty vehicles in the State be zero-emission by 2045 for all operations where feasible and by 2035 for drayage trucks. It also established a goal of the State to transition to 100 percent zero-emission off-road vehicles and equipment by 2035 where feasible.
As part of an overall strategy to move to cleaner transportation, the California Air Resources Board Proposed the Advanced Clean Fleets (“ACF”) Regulation. CARB unanimously adopted the ACF rule in April 2023. This rule specifically required cities, counties and special districts to ensure that 50% of their medium- and heavy-duty vehicles purchases are zeroemission (ZEV) starting in 2024, and 100% ZEV starting in 2027. The Office of Administrative Law (OAL) approved CARB’s rulemaking, and the regulation became effective October 1, 2023.
Recent amendments to the ACF Rule push back the 100% purchase requirement from 2027 to 2030, such that the 50% requirement will be in place until 2030.
Energy Procurement and Efficiency Reporting. Senate Bill 1037 (“SB 1037”), signed by the Governor on September 29, 2005, requires that each municipal electric utility, including the City, prior to procuring new energy generation resources, first acquire all available energy efficiency, demand reduction and renewable resources that are cost effective, reliable and feasible. SB 1037 also requires each municipal electric utility to report annually to its customers and to the CEC its investment in energy efficiency and demand reduction programs. Further, Assembly Bill 2021 (“AB 2021”), signed by the Governor on September 29, 2006, requires that the publicly-owned utilities establish, report, and explain the basis of the annual energy efficiency and demand reduction targets. Assembly Bill 2227 requires that these 10 year targets are adopted and reported to the California Energy Commission by March 15 of every fourth year. The information obtained from local publicly-owned utilities is being used by the CEC to present the progress made by the publicly-owned utilities on the State’s goal of reducing electrical consumption by and amelioration with the GHG targets presented in Executive Order S-3-05 enacted by the Governor on June 1, 2005.
In February 2025, the City submitted its mandated annual report to the CEC per SB 1037 which provided cost-effectiveness analyses of the City’s energy efficiency programs for Fiscal Year 2024. Additionally, in Spring 2025, the City updated the ten year forecast of potential energy efficiency programs in the quadrennial cycle to the CEC in response to the requirements of AB 2021 and AB 2227.
California New Construction Standards. California has continually increased the energy efficiency of new construction and appliances since the Warren Alquist Act of 1974. These standards require the implementation of Zero Net Energy (“ZNE”) residential new construction.
55 ZNE homes are energy efficient homes combined with distributed generation, predominantly rooftop solar generation, sized so that over the year building consumption is approximately equal to building generation.
Renewable Portfolio Standards (“RPS”). Senate Bill X1 2 (“SBX1 2”), the California Renewable Energy Resources Act, and its successor Senate Bill 350, the Clean Energy and Pollution Reduction Act, codify the RPS target for retail electricity sellers to serve 50% of their loads with eligible renewable energy resources by 2030. Subsequent legislation Senate Bill 100 (SB 100) requires 60% renewable energy by 2030, and 100% carbon free energy by 2045. These laws make the requirements of the RPS program applicable to POUs (rather than just prescribing that POUs meet the intent of the legislation as under previous statutes). However, the governing boards of POUs are responsible for implementing the requirements, rather than the CPUC, as is the case for the IOUs. In addition, certain enforcement authority with respect to POUs is given to the CEC and CARB, including authority to impose penalties. Each POU must adopt and implement a renewable energy resource procurement plan. The regulations under SB100 require the utility to procure a minimum quantity of electricity products from eligible renewable energy resources, which may include renewable energy credits (“RECs”), as a specified percentage of total kilowatt hours sold to the utility’s retail end-use customers to achieve the following targets:
(i) 33% by December 31, 2020, (ii) 44% by December 31, 2024, (iii) 52% by December 31, 2027 and (iv) 60% by December 31, 2030 and for all subsequent years. The percentage of a retail electricity seller’s RPS requirements that may be met with unbundled RECs from generating facilities outside California is limited to 10. The CEC, collaboratively with the Western Governors’ Association and the Western Electricity Coordinating Council (“WECC”), undertook the development and establishment of the Western Renewable Energy Generation Information System, which is used to ensure the integrity of RECs and prevent the double counting of the certificates. The electronic tracking system became operational in June of 2007.
In compliance with regulatory requirements the City passed a Program for Enforcement of the Renewable Portfolio Standard, and an initial Renewable Portfolio Standard Procurement Plan on December 5, 2012. The procurement and enforcement plan was most recently updated in May 2018 to meet Senate Bill 350 requirements. Roseville Electric updated its procurement and enforcement plans updated and submitted to the CEC in December 2024.
SB 350 Clean Energy and Pollution Reduction Act (de Leon), Chapter 547 was signed into law October 7, 2015. This legislation establishes new clean energy, clean air and GHG reduction goals for 2030 and beyond. SB 350 increases California’s renewable electricity procurement goal from 33% by 2020 to 50% by 2030. In addition, it directs the CAISO to explore expanding its footprint into other western states. See “– Other Regional Developments – Western Regional Energy Market” below.
SB 350 also requires California Publicly Owned Utilities (“POUs”) over a certain size, including Roseville Electric, to produce an Integrated Resource Plan (IRP), reviewed in a public forum and delivered to the California Energy Commission for comment. Roseville completed its initial SB 350 compliant IRP in 2018, and the IRP was subsequently accepted by the CEC in 2019. Roseville Electric submitted its 2023 Integrated Resource Plan to the California Energy Commission and the plan was approved by the commission on August 13, 2025. This plan must address a number of requirements in this and other legislation, including:
• Ensured procurement of 50% renewable resources by 2030,
56 • Demonstrated activity reflecting electricity sector’s responsibility meeting the State’s economy-wide GHG reduction goals to 40% below 1990 GHG levels by 2030,
• Fulfilled obligations to serve customers at just and reasonable rates, • Minimized impacts to ratepayers bills,
• Ensure system and local reliability,
• Strengthened the diversity, sustainability, and resilience of the bulk transmission, distribution systems and local communities,
• Enhanced distribution systems and demand-side energy management, • Minimized localized air pollutants and other GHG emissions with early priority to disadvantaged communities,
• Addressed procurement of each of the following,
o Energy efficiency and and demand resources that are cost effective, reliable and feasible,
o Energy storage,
o Transportation electrification,
o A diversified procurement portfolio of short term electricity, long term electricity, and demand response products,
o Resource adequacy requirements.
SB 100, signed into law in 2018, increased California’s renewable portfolio standard to 60% by 2030 and 100% carbon free by 2045. Signed in 2022, SB 1020 established interim targets of 90% clean electricity by 2035 and 95% by 2040.
Solar Power. The California State Legislature enacted Senate Bill (“SB 1”) in 2006 to encourage the installation of 3,000 MW of photovoltaic (PV) solar energy by the year 2017. SB 1 requires all publicly-owned utilities to adopt, finance, and implement a solar initiative program for the purpose of investing in and encouraging the increased installation of residential and commercial solar energy systems. POUs were required to commence a solar initiative program in order to establish the funding of solar energy systems receiving ratepayer funded incentives, which commenced no later than January 1, 2008. A POU was given the choice of selecting an incentive based on the installed capacity, starting at $2.80 per watt, or based on the energy produced by the solar energy system, measured in kWh. Incentives are required to decrease at a minimum average rate of 7% per year. The City is required to provide the following information to customers, the CEC and the legislature: (i) the number of photovoltaic solar watts installed, (ii) the number of photovoltaic systems installed, (iii) the number of applicants for incentives, (iv) the amount of awarded incentives, and (v) the contribution towards the program’s goals.
Since 2006, the Electric System has spent over $11.6 million on incentives and programs for solar systems. Presently, approximately 19% of all customers of the Electric System have installed solar electric generation in Roseville.
Smart Grid and Advanced Metering Infrastructure. In 2007 and 2008, the California Energy Commission (CEC) held rulemaking proceedings to define load management standards for Advanced Metering Infrastructure (“AMI”) and for demand response. The CEC was evaluating the use of advanced technologies for the operation and maintenance of the electric grid and the impacts on California electricity customers. Roseville Electric successfully completed the deployment of AMI technology to both residential and commercial customers in 2024.
Resource Adequacy. In September 2005, the California Legislature enacted and the Governor signed into law Assembly Bill 380 (“AB 380”), which required the CPUC to establish
57 resource adequacy requirements for all load-serving entities (“LSEs”) within the CPUC’s jurisdiction. In addition, AB 380 requires publicly-owned utilities, including the Electric System, to meet the most recent resource adequacy standard as adopted by the WECC. In October 2005, the CPUC issued a decision stating that LSEs under its jurisdiction would be required by June 2006 to demonstrate that they had acquired capacity sufficient to serve their forecast retail customer load plus a 15% reserve margin.
The CAISO's reliability requirements program sets resource adequacy requirements for load serving entities in the CAISO. As part of the BANC’s expected Fall 2027 participation in EDAM, BANC is developing a formal resource adequacy (RA) program for its members, including Roseville. The resources that Roseville has and will use to meet the future BANC RA program includes (nameplate/contract capacity): 168 MW REP, 59 MW of Base Resource from the Western Area Power Administration, 20 MW South Feather Hydro power purchase agreement, 67 MW of capacity in the RPEAK, the repowered 67 MW Roseville Power Plant 2 (expected to be completed June 2026) , a combined 82 MW from participation in various NCPA projects (including 22 MW anticipated from the NCPA STIG repower which is expected to be completed in 2028), 82 MW from seasonal firm energy purchases utilizing Roseville’s TANC (32 MW) and PacifCorp (50 MW) long-term transmission rights to the Pacific Northwest, and the procurement of seasonal short-term capacity as needed to protect customers from the impacts of capacity and energy shortages. Results for Fiscal Year 2023-24 indicate that the City has a capacity reserve of 34%, not including 9 MW of regulating capacity purchased from WAPA. In all, Roseville will have an estimated 499 MW of nameplate capacity for the summer of 2026, and upon the anticipated completion of the NCPA STIG repower in summer of 2028, Roseville will have an estimated 521 MW of nameplate capacity for meeting BANC RA requirements.
Challenges and Industry Responses
The nature of the legislative and regulatory changes impacting the energy markets in California are significant, if not unprecedented. The breadth of the SB 350 mandated IRP requirements on POUs reflects the extent and the importance of these developments. The electric utility industry will be challenged to meet these requirements in a number of ways.
The ambitious renewable goals in California have been primarily met with solar, and to a lesser degree, wind resources. These resources are classified by the term Variable Energy Resource or VERs. Solar and wind resources generally produce energy not when an operator directs them, but when the fuel source (in this case sunlight and wind) is available. In the case of solar energy, photovoltaic power plants only produce electricity between dawn and dusk, and can vary power output very quickly when a cloud passes over. This creates two challenges. First solar energy increases rapidly in the morning and decreases rapidly in the afternoon, when customer needs are increasing. Secondly, the amount of solar energy produced can vary quickly and unexpectedly as the weather changes. To address the challenge of rapidly changing power output, FERC passed order 764 in 2014. This ruling required markets to offer 15 minute trading in addition (or in place of) hourly trading. The more granular market allows the market to react better to the variable nature of solar and wind resources. The ISO implemented a 15 minute market and in addition offered a 5 minute and 15 minute Energy Imbalance Market outside the ISO region.
To address the rapidly decreasing solar load in the afternoon when the need for generation is increasing, the ISO has implemented a flexible capacity market. This is a capacity market designed to meet the needs for flexibility VERs require, specifically the large afternoon increase
58 in electricity requirements caused by the simultaneous decline of solar output and the increase in system load.
Western Energy Imbalance Market and Extended Day-Ahead Market. The CAISO has developed a regional real-time market service, referred to as an “Energy Imbalance Market” (“EIM”). EIM may help to optimize management of the transmission system to help balance supply and demand across a larger footprint, across multiple balancing authorities. By developing the EIM between the balancing authorities, a broad array of resources can be shared and economically dispatched through the CAISO five-minute market. According to the CAISO, the EIM has the potential to strengthen grid reliability. The purpose is to optimize the interconnected high-voltage system as market systems automatically handle electricity bottlenecks on transmission lines during the process of managing the flow of electricity.
Following FERC approval of the implementation agreement between the CAISO and PacifiCorp in June of 2013, PacifiCorp and the CAISO officially launched the EIM in November 2014.
In October 2016, BANC and SMUD announced their intent to initiate negotiations with the ISO to participate in the ISO EIM. After completing an extensive cost/benefit analysis in conjunction with its members, including the City, BANC concluded that there are benefits for some of its members and is interested in entering into an arrangement for EIM participation that would allow phasing in those members who would like to participate in the EIM. SMUD elected to be the first member to participate through BANC in the EIM, Roseville Electric signed agreements with BANC and CAISO and joined EIM in March 2021.
Since its launch in 2014, the EIM has grown to 21 participating balancing areas outside of CAISO, representing 80% of the load in the Western Interconnection. The Extended Day Ahead Market (EDAM) is the next step in creating a broader Western electricity market that builds on the successes of the EIM. The EDAM is expected to result in additional benefits, even better access to regional renewable resources, and lower overall emissions and power supply cost to entities that participate. These are important items for utilities like Roseville that are required to meet current and future renewable energy and GHG emission-reduction goals. The City has decided to participate in the CAISO Extended Day-Ahead Market (“EDAM”) with BANC which has signed an implementation agreement with the goal of entering EDAM in Fall 2027.
Other Regional Developments – Western Regional Energy Market. California Senate Bill 350, signed into law in 2015, increased California’s renewable portfolio standard to 50% by 2030 and also directed the CAISO to explore how its expansion into the wider West could help the state meet that goal. After completion of multiple studies, the CAISO determined that a regional energy market would help to advance the State’s ambitious clean energy goals and to reduce the cost of energy in the western states and is an efficient, effective way to meet the demand for reliable, affordable and sustainable energy. According to the CAISO, a regional energy market would coordinate electricity systems across the West, utilizing the CAISO’s infrastructure to develop one western grid.
Assembly Bill 825 was signed into law on September 19, 2025. This legislation enables the CAISO and the electrical corporations that are participating transmission owners, whose transmission systems are operated by the CAISO, to use voluntary energy markets, governed by an independent regional organization, if certain requirements identified in the legislation are satisfied. The legislation authorizes the CAISO to implement tariff modifications, approved by the Federal Energy Regulatory Commission, on or after January 1, 2028, to operate the energy
59 markets whose rules are governed by an independent regional organization. The bill preserves California’s authority over critical policy functions including transmission planning, procurement, and renewable energy standards, while unlocking the benefits of broader regional cooperation, such as greater grid reliability, more affordable clean power, and lower emissions. AB 825 was supported by a broad coalition of environmental organizations, labor, business, and consumer advocates.
Impact of Developments on the City
The effect of developments (including the state legislation) in the California energy markets on the City cannot be fully ascertained at this time. Volatility in energy prices in California may return due to a variety of factors that affect both the supply and demand for electric energy in the western United States. These factors include, but are not limited to, the adequacy of generation resources to meet peak demands, the availability and cost of renewable energy, the impact of variable generation renewables such as wind and solar on general electric system cost, price volatility, and reliability the impact of GHG emission legislation and regulations, fuel costs and availability, weather effects on customer demand, transmission congestion, the strength of the economy in California and surrounding states and levels of hydroelectric generation within the region (including the Pacific Northwest). This price volatility may contribute to greater volatility in the City’s costs and revenues from the sale (and purchase) of electric energy and, therefore, could materially affect the financial condition of the City.
The City has a long history of successfully managing developing and dynamic energy markets. The City continues to proactively address market changes with the following activities:
• Rigorously following the electric utility’s Energy Risk Management Policies under the auspices of the Risk Oversight Committee and City Council. Proactively reviewing and updating those policies as market conditions change. • Development of City Council approved GHG allowance procurement policies and strategies designed to minimize the risk of allowance price changes. • Development of a City Council approved Renewable Portfolio Standard Procurement Plan. Entering into contracts for renewable energy designed to maintain compliance with RPS requirements.
• Completed the 2023 IRP, focused on ensuring that the City’s portfolio of energy assets and contracts is suitable for future market conditions. • Participation with BANC in the CAISO EIM, and committing with BANC to join EDAM.
• Continuing to activitely engage in a variety of forums including NCPA, BANC, TANC, CMUA, and others to understand potential legislation, regulation, and market developments and advocate on behalf of the City and the public power community.
60 OTHER FACTORS AFFECTING THE ELECTRIC UTILITY INDUSTRY Energy Policy Act of 1992
The Energy Policy Act of 1992 (the “Energy Policy Act of 1992”) made fundamental changes in the federal regulation of the electric utility industry, particularly in the area of transmission access under Sections 211, 212 and 213 of the Federal Power Act. The purpose of these changes, in part, was to bring about increased competition in the electric utility industry.
As amended by the Energy Policy Act of 1992, Sections 211, 212 and 213 of the Federal Power Act provide FERC authority, upon application by any electric utility, federal power marketing agency or other person or entity generating electric energy for sale or resale, to require a transmitting utility to provide transmission services (including any enlargement of transmission capacity necessary to provide such services) to the applicant at rates, charges, terms and conditions set by FERC based on standards and provisions in the Federal Power Act. Under the Energy Policy Act, electric utilities owned by municipalities and other public agencies which own or operate electric power transmission facilities which are used for the sale of electric energy at wholesale are “transmitting utilities” subject to the requirements of Sections 211, 212 and 213.
See also “RATE REGULATION” below.
Energy Policy Act of 2005
Although Roseville Electric is exempt from most federal rate regulation pursuant to Section 201(f) of the Federal Power Act, the Energy Policy Act of 2005 (“EPAct 2005”) imposed specific exceptions. In particular FERC was given authority over the behavior of market participants.
Under FERC’s authority it can impose penalties on any seller for using a manipulative or deceptive device, including market manipulation, in connection with the purchase or sale of energy or of transmission service. The Commodity Futures Trading Commission (“CFTC”) also has jurisdiction to prohibit certain types of market manipulation or deceptive claims under the Commodity Exchange Act.
EPAct 2005 authorized FERC to issue permits to construct or modify transmission facilities located in a national interest electric transmission corridor if FERC determines that the statutory conditions are met. EPAct 2005 also required the creation of an electric reliability organization (“ERO”) to establish and enforce, under FERC supervision, mandatory Reliability Standards to increase system reliability and minimize blackouts. The Reliability Standards apply to users, owners and operators of the Bulk-Power System, as more specifically set forth in each Reliability Standard. In February 2006, FERC issued Order 672, which certified NERC as the ERO. Many Reliability Standards have since been approved by FERC. Such Reliability Standards pertain not only to the planning, operations, and maintenance of Bulk-Power System facilities, but also to cyber and physical security of systems that could affect the reliable operation of the electric grid.
The Reliability Standards are frequently being amended to address emerging reliability issues.
The ERO or the entities to which NERC has delegated enforcement authority through an agreement approved by FERC (“Regional Entities”), such as the WECC, may enforce the Reliability Standards, subject to FERC oversight, or FERC may independently enforce them.
Potential monetary sanctions include fines in excess of $1 million per violation per day. FERC Order 693 further provided the ERO and Regional Entities with the discretion necessary to assess penalties for such violations, while also having discretion to calculate a penalty without collecting the penalty if circumstances warrant.
61 Recent and Future Federal Energy Legislation
On July 4, 2025, President Donald Trump signed H.R. 1, known as the One Big Beautiful Bill Act of 2025. While municipal bonds remain untaxed and elective pay was preserved, the law significantly modifies other clean energy tax provisions particularly with regards to the investment tax credit/production tax credit for wind and solar projects. HR 1 has rolled back or restricted many tax incentives, accelerated phase-outs, and imposed stricter domestic content and foreign-entity rules, reducing the economic attractiveness of new clean energy projects. Tariffs on imported solar panels, batteries, transformers, and other equipment raise project costs and create procurement challenges. These combined factors may increase near-term energy costs and add complexity to transmission planning and project deployment as utilities must respond to both market realities and regulatory frameworks.
Looking ahead, federal policy will continue to shape utility strategy and grid evolution. It is expected that utilities’ ability to reliably meet demand, integrate new clean energy resources, and adapt to policy, tariffs, and supply chain constraints while balancing costs and fairness for all customers will require resource planning that deploys a mix of scalable and adaptable resources across generation, storage, and transmission, consistent with an all-of-the-above approach that leverages multiple technologies and tools rather than relying on any single solution. Ongoing collaboration among regulators, state authorities, and local utilities will remain essential to align investments and operations with evolving customer needs and system reliability requirements.
Environmental Issues
General. Electric utilities are subject to continuing environmental regulation. Federal, state and local standards and procedures that regulate the environmental impact of electric utilities are subject to change. These changes may arise from continuing legislative, regulatory and judicial action regarding such standards and procedures. Consequently, there is no assurance that any Roseville Electric facility or project will remain subject to the laws and regulations currently in effect, will always be in compliance with future laws and regulations or will always be able to obtain all required operating permits. An inability to comply with environmental standards could result in additional capital expenditures, reduced operating levels or the shutdown of individual units not in compliance. In addition, increased environmental laws and regulations may create certain barriers to new facility development, may require modification of existing facilities and may result in additional costs for affected resources.
Air Quality – National Ambient Air Quality Standards. The Clean Air Act requires that the EPA establish National Ambient Air Quality Standards (“NAAQS”) for certain air pollutants. When a NAAQS has been established, each state must identify areas in its state that do not meet the EPA standard (known as “non-attainment areas”) and develop regulatory measures in its state implementation plan to reduce or control the emissions of that air pollutant in order to meet the standard and become an “attainment area.” The NAAQS limits imposed on the Electric System’s power plants via the “permits to operate” through PCAPCD and the CEC are below the NAAQS standards. This is expected to insulate Roseville Electric from further action unless the limits are lowered.
Other Factors
The electric utility industry in general has been, or in the future may be, affected by a number of other factors which could impact the financial condition and competitiveness of many
62 electric utilities and the level of utilization of generating and transmission facilities. Such factors include, among others, the following:
(a) effects of compliance with rapidly changing environmental, safety, licensing, regulatory and legislative requirements other than those described above; (b) changes resulting from conservation and demand-side management programs on the timing and use of electric energy;
(c) changes resulting from a national energy policy;
(d) effects of competition from other electric utilities (including increased competition resulting from mergers, acquisitions, and “strategic alliances” of competing electric and natural gas utilities and from competitors transmitting less expensive electricity from much greater distances over an interconnected system) and new methods of, and new facilities for, producing low-cost electricity; (e) the proposed repeal of certain federal statutes that would have the effect of increasing the competitiveness of many investor-owned utilities; (f) increased competition from independent power producers and marketers, brokers and federal power marketing agencies;
(g) “self-generation” or “distributed generation” (such as microturbines and fuel cells) by industrial and commercial customers and others; (h) issues relating to the ability to issue tax-exempt obligations, including severe restrictions on the ability to sell to nongovernmental entities electricity from generation projects and transmission service from transmission line projects financed with outstanding tax-exempt obligations;
(i) effects of inflation on the operating and maintenance costs of an electric utility and its facilities;
(j) changes from projected future load requirements;
(k) increases in costs and uncertain availability of capital; (l) shifts in the availability and relative costs of different fuels (including the cost of natural gas);
(m) sudden and dramatic increases in the price of energy purchased on the open market that may occur in times of high peak demand in an area of the country experiencing such high peak demand, such as has previously occurred in California; (n) issues relating to risk management procedures and practices with respect to, among other things, the purchase and sale of energy and transmission capacity; (o) other legislative changes, voter initiatives, referenda and statewide propositions;
(p) other political risks impacting Roseville Electric’s rates or other operational or financial matters;
(q) effects of changes in the economy;
(r) effects of possible manipulation of electric markets; (s) natural disasters or other physical calamities, including, but limited to, so earthquake and flood;
(t) supply chain issues referring to unexpected disruptions and inefficiencies of distributing goods;
(u) Changes to the climate;
(v) Impacts of tariff-related volatility on pricing and availability of components used in the Electric system’s operations and capital projects that may affect costs and procurement schedules; and
(w) Adverse impacts to the market for insurance as a result of recent wildfires and other calamities.
63 Any of these factors (as well as other factors) could have an adverse effect on the financial condition of any given electric utility, including Roseville Electric.
The City cannot predict what effects such factors will have on the business operations and financial condition of Roseville Electric, but the effects could be significant. The foregoing is a brief discussion of these factors. Roseville Electric has taken certain steps to mitigate the impacts of these changes, including establishing the Rate Stabilization Fund and implementation of its renewable energy surcharge and greenhouse gas surcharge. This Official Statement includes a brief discussion of these steps. This discussion does not purport to be comprehensive or definitive, and these matters are subject to change subsequent to the date hereof. Extensive information on the electric utility industry is, and will be, available from the legislative and regulatory bodies and other sources in the public domain.
RATE REGULATION
The City sets rates, fees and charges for electric service. The authority of the City to impose and collect rates and charges for electric power and energy sold and delivered is not subject to the general regulatory jurisdiction of the CPUC, and currently neither the CPUC nor any other regulatory authority of the State of California nor FERC approves such rates and charges. Although the retail rates of the City are not subject to approval by any federal agency, the City is subject to certain ratemaking provisions of the federal Public Utility Regulatory Policies Act of 1978 (“PURPA”) with respect to the purchase of the output of “qualified facilities” (“QFs”) and EPAct 2005. EPAct 2005 repealed the mandatory purchase obligation for utilities (including the City) when FERC determines that the QF has access to a competitive sales market and open access transmission. Roseville Electric is operating in compliance with PURPA. It is possible that future legislative and/or regulatory changes could subject the rates and/or service area of Roseville Electric to the jurisdiction of the CPUC or to other limitations or requirements.
FERC potentially could assert jurisdiction over rates of licensees of hydroelectric projects (such as NCPA) and customers of such licensees (such as the City) under Part I of the Federal Power Act, although it as a practical matter has not exercised or sought to exercise such jurisdiction to modify rates that would legitimately be charged. There is a question as to whether FERC has jurisdiction at all to modify rates for municipalities, which are authorized to set their own rates. NCPA is a licensee of hydroelectric projects under Part I, but no jurisdictional authority to regulate their rates has been asserted by FERC.
Under the Energy Policy Act of 1992, FERC has the authority, under certain circumstances and pursuant to certain procedures, to order any utility (municipal or otherwise) to provide transmission access to others at FERC-approved rates. Neither the City nor any joint powers agencies with which the City has contracted which developed the transmission assets are providing any such transmission service to others. No assurance can be given that such service will not be requested in the future.
The CEC is authorized to evaluate rate policies for electric energy as related to the goals of the Energy Resources Conservation and Development Act and to make recommendations to the Governor, the Legislature and publicly-owned electric utilities.
OTHER RISK FACTORS
64 The following information should be considered by prospective investors in evaluating the 2026 Bonds. However, the following does not purport to be an exclusive listing of risks and other considerations that may be relevant to investing in the 2026 Bonds, and the order in which the following information is presented is not intended to reflect the relative importance of any such risks and considerations.
Limited Obligations
The 2026 Bonds are limited obligations of the Authority secured by and payable from the Revenues and other amounts available under the Trust Agreement. The Revenues consist generally of 2026 Installment Payments to be made by the City under the Installment Purchase Contract. The 2026 Installment Payments are limited obligations of the City and are not secured by a legal or equitable pledge or charge or lien upon any property of the City or any of its income or receipts, except the Net Revenues. The obligation of the City to make the 2026 Installment Payments does not constitute an obligation of the City to levy or pledge any form of taxation or for which the City has levied or pledged any form of taxation.
The City is obligated under the Installment Purchase Contract to pay the 2026 Installment Payments solely from Net Revenues. No representation or assurance can be made that revenues will be realized by the City in amounts sufficient to make payments required by the Installment Purchase Contract. Future economic and other conditions, including economic trends and events, technological developments and demographic changes, increases in insurance claims, as well as increased costs and changes in government regulations, including Internal Revenue Service (the “IRS”) policy regarding tax exemption, may adversely affect the future financial condition of the Electric System and, consequently, the City’s ability to make the 2026 Installment Payments securing payment of the principal of and premium, if any, and interest on 2026 Bonds.
There is no assurance that the City can succeed in operating the Electric System such that Net Revenues in the future amounts projected in this Official Statement will be realized.
Limitations on Remedies and Limited Recourse on Default The ability of the City to comply with its covenants under the Installment Purchase Contract and to generate Net Revenues sufficient to pay principal of and interest on the 2026 Bonds may be adversely affected by actions and events outside of the control of the City and may be adversely affected by actions taken (or not taken) by voters, property owners, taxpayers or persons obligated to pay assessments, fees and charges. Failure by the City to pay the 2026 Installment Payments constitutes an event of default under the Installment Purchase Contract, and the Trustee is permitted to pursue remedies at law or in equity to enforce the City’s obligation to make such payments. Although the Trustee has the right to accelerate the total unpaid principal amount of the unpaid Payments under Installment Purchase Contracts, including the 2026 Installment Payments, there is no assurance that the City would have sufficient funds to pay the accelerated Payments.
Furthermore, the remedies available to the owners of the 2026 Bonds upon the occurrence of an event of default under the Installment Purchase Contract are in many respects dependent upon judicial actions which are often subject to discretion and delay and could prove both expensive and time consuming to obtain. In addition, the rights and remedies of bondholders under the Trust Agreement and the Installment Purchase Contract may be subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against cities in the
65 State of California. The opinion to be delivered by Bond Counsel concurrently with the issuance of the 2026 Bonds will be subject to such limitations and the various other legal opinions to be delivered concurrently with the issuance of the 2026 Bonds will be similarly qualified. See “APPENDIX D – PROPOSED FORM OF BOND COUNSEL OPINION.” In the event the City fails to comply with its covenants under the Installment Purchase Contract or fails to pay the 2026 Installment Payments, there can be no assurance of the availability of remedies adequate to protect the interest of the holders of the 2026 Bonds.
Secondary Market
There can be no guarantee that there will be a secondary market for the 2026 Bonds or, if a secondary market exists, that the 2026 Bonds can be sold for any particular price.
Occasionally, because of general market conditions or because of adverse history or economic prospects connected with a particular issue, secondary marketing practices in connection with a particular issue are suspended or terminated. Additionally, prices of municipal securities for which a market is being made will depend upon then prevailing circumstances. Such prices could be substantially different from the original purchase price.
Initiatives
In recent years several initiative measures have been proposed or adopted which affect the ability of local governments to increase taxes and rates. There is no assurance that the electorate or the State Legislature will not at some future time approve additional limitations that could affect the ability of the City to implement rate increases, which could reduce Net Revenues and adversely affect the security for the 2026 Bonds.
Seismic Considerations
The service area of the Electric System, like much of California, is subject to seismic activity that could result in interference with its operation of the Electric System. In addition, other active and potentially active seismic faults cross the regional transmission facilities through which the City obtains power. No assurance can be given that a future seismic event will not materially adversely affect the operation of the Electric System.
Wildfire Risks
In the last several years, there has been an increase in the number and severity of wildfires in the State. Certain of these wildfires have been attributed to electrical infrastructure like power lines, poles, and transformers, leading to arcs, sparks, or falling debris that ignite nearby vegetation or structures, and have resulted in billions of property damage and loss of life. In recent years, devastating wildfires burned in various communities in California, causing widespread damage. In 2025, communities in Los Angeles County, including Pacific Palisades, Malibu and Altadena, experienced widespread devastation from wildfires causing losses of life, thousands of burned homes, and billions of dollars in property damage. Although not located in a very high fire hazard severity zone, no assurance can be given that wildfires will not erupt in the City.
Under the doctrine of inverse condemnation (a legal concept that entitles property owners to just compensation if their property is damaged by a public use), California courts have imposed liability on utilities in legal actions brought by property holders for damages caused by the utility’s infrastructure. Thus, if the facilities of a utility, such as its electric distribution and transmission
66 lines, are determined to be the substantial cause of a fire, and the doctrine of inverse condemnation applies, the utility could be liable for damages without having been found negligent.
The City does not independently own or operate any transmission lines, and its owned or co-owned transmission or distribution facilities have not been the cause of any wildfires experienced in California. The municipal boundaries of the City, the primary geographical area in which Roseville Electric’s overhead electrical lines and equipment are located, is not currently within a CPUC designated fire-threat area nor a United States Forest Service/California Department of Forestry and Fire Protection (Cal Fire) designated high hazard zone. See also “ROSEVILLE ELECTRIC - Wildfire Mitigation Measures.”
Possible Future Federal Deregulation and Tax Legislation Many bills have been introduced in the United States House of Representatives and the United States Senate from time-to-time to deregulate the electric utility industry on the federal or state level. Many of the bills would provide for open competition in the furnishing of electricity to all retail customers (i.e., retail wheeling). In addition, various bills have been introduced from time-to-time which would impact the issuance of tax-exempt bonds for transmission and generation facilities like those owned and/or operated by the Electric System.
No prediction can be made by the City as to whether any of these bills or any similar federal bills proposed in the future will become law or, if they become law, what their final form or effect would be. Such effect could be material to the Electric System.
Pandemic Diseases
In recent years, public health authorities have warned of threats posed by outbreaks of disease and other public health threats. Pandemic diseases arising in the future could have significant adverse health and financial impacts throughout the world, leading to loss of jobs and personal financial hardships, and/or actions by federal, State and local governmental authorities to contain or mitigate the effects of an outbreak. No assurance can be given that the operation and revenues of the Electric System will not be affected in the future, which may cause a delay in the receipt of Net Revenues.
Cyber Security
The City, like many other public and private entities, relies on computer and other digital networks and systems to conduct its operations. As a recipient and provider of personal, private or other sensitive electronic information, the City is potentially subject to multiple cyber threats, including without limitation hacking, viruses, ransomware, malware and other attacks. No assurance can be given that the City’s efforts to manage cyber threats and attacks will be successful in all cases, or that any such attack will not materially impact the operations or finances of the City or the Authority, or the administration of the 2026 Bonds. The City is also reliant on other entities and service providers in connection with the administration of the 2026 Bonds, including the Trustee and the dissemination agent. No assurance can be given that the City and these other entities will not be affected by cyber threats and attacks in a manner that may affect the 2026 Bond owners.
67 CONSTITUTIONAL LIMITATIONS ON TAXES AND APPROPRIATIONS California Constitution Articles XIIIA and XIIIB
Article XIIIA of the California Constitution limits the taxing powers of California public agencies. Article XIIIA provides that the maximum ad valorem tax on real property cannot exceed one percent of the “full cash value” of the property, and effectively prohibits the levying of any other ad valorem property tax except for taxes above that level required to pay debt service on voter-approved general obligation bonds. “Full cash value” is defined as “the County Assessor’s valuation of real property as shown on the 1975-76 tax bill under ‘full cash value’ or, thereafter, the appraisal value of real property when purchased, newly constructed, or a change in ownership has occurred after the 1975 assessment.” The “full cash value” is subject to annual adjustment to reflect inflation at a rate not to exceed two percent or a reduction in the consumer price index or comparable local data, or declining property value caused by damage, destruction or other factors.
The foregoing limitation does not apply to ad valorem taxes or special assessments to pay the interest and redemption charges on any indebtedness approved by the voters before July 1, 1978 or any bonded indebtedness for the acquisition or improvement of real property approved by two-thirds of the votes cast by the voters voting on the proposition.
Under Article XIIIB of the California Constitution, state and local government entities have an annual “appropriations limit” which limits their ability to spend certain moneys called “appropriations subject to limitation”, which consist of tax revenues, certain state subventions and certain other moneys, including user charges to the extent they exceed the costs reasonably borne by the entity in providing the service for which it is levying the charge. The City is of the opinion that the electric service and use charges imposed by the City do not exceed the costs the City reasonably bears in providing the electric service. In general terms, the “appropriations limit” is to be based on certain 1978/79 expenditures, and is to be adjusted annually to reflect changes in the consumer price index, population, and services provided by these entities. Among other provisions of Article XIIIB, if an entity’s revenues in any year exceed the amount permitted to be spent, the excess would have to be returned by revising tax rates or fee schedules over the subsequent two years.
Propositions 218 and 26
Proposition 218. Proposition 218, a State ballot initiative known as the “Right to Vote on Taxes Act,” was approved by the voters of the State of California on November 5, 1996.
Proposition 218 added Articles XIIIC and XIIID to the State Constitution. Article XIIIC imposes a majority voter approval requirement on local governments (including the City) with respect to taxes for general purposes, and a two-thirds voter approval requirement with respect to taxes for special purposes. Article XIIID creates additional requirements for the imposition by most local governments of general taxes, special taxes, assessments and “property-related” fees and charges. Article XIIID explicitly exempts fees for the provision of electric service from the provisions of such article.
Article XIIIC expressly extends the people’s initiative power to reduce or repeal previously-authorized local taxes, assessments, and fees and charges imposed prior to its effective date (November 1996). The terms “fees and charges” are not defined in Article XIIIC, although the California Supreme Court held in Bighorn-Desert View Water Agency v. Verjil, 39 Cal. 4th 205 (2006), that the initiative power described in Article XIIIC may apply to a broader
68 category of fees and charges than the property-related fee and charges governed by Article XIIID.
Moreover, in the case of Bock v. City Council of Lompoc, 109 Cal. App. 3d 43 (1980), the Court of Appeal determined that an electric rate ordinance was not subject to the same constitutional restrictions that are applied to the use of the initiative process for tax measures so as to render it an improper subject of the initiative process. Thus, electric service charges (which are expressly exempted from the provisions of Article XIIID) may be subject to the initiative provisions of Article XIIIC, thereby subjecting such fees and charges to reduction by the electorate. The City believes that even if the electric rates of the Electric System are subject to the initiative power, under Article XIIIC or otherwise, Article XIIIC does not grant to the electorate of the City the power to repeal or reduce its electric rates and charges in a manner that would impair the payment of the contractual obligations of the City or Authority (including those related to the 2026 Bonds).
Proposition 26. Proposition 26 was approved by the electorate at the November 2, 2010 election and amended California Constitution Articles XIIIA and XIIIC. The proposition imposes a two-thirds voter approval requirement for the imposition of fees and charges by the State. It also imposes a majority voter approval requirement on local governments with respect to fees and charges for general purposes, and a two-thirds voter approval requirement with respect to fees and charges for special purposes. Proposition 26, according to its supporters, is intended to prevent the circumvention of tax limitations imposed by the voters pursuant to Proposition 13, approved in 1978, and other measures through the use of non-tax fees and charges. Proposition 26 expressly excludes from its scope a charge imposed for a specific government service or product provided directly to the payor that is not provided to those not charged, and which does not exceed the reasonable cost to the State or local government of providing the service or product to the payor. Proposition 26 may, however, be interpreted to limit fees and charges for electric utility services charged by governmental entities such as the City to preclude future transfers of electric utility generated funds to a local government’s general fund and/or require stricter standards for the allocation of costs among customer classes.
Proposition 26 is subject to interpretation by California courts, including the extent to which it is applicable to pre-existing electric rates and general fund transfers. A number of lawsuits have been filed against public agencies in California under Proposition 26, including particularly with respect to electric utility fund transfers. The City is unable to predict at this time how Proposition 26 will ultimately be interpreted or the impact of Proposition 216 on the Electric System.
Future Initiatives
Article XIIIA, Article XIIIB, Articles XIIIC and XIIID and Proposition 26, were each adopted pursuant to measures qualified for the ballot pursuant to California’s constitutional initiative process. From time to time other initiative measures could be adopted by California voters. The adoption of any such initiatives might place limitations on the ability of the City to increase revenues or to increase appropriations.
TAX MATTERS
Federal Tax Status. In the opinion of Jones Hall LLP, as Bond Counsel, subject, however to the qualifications set forth below, under existing law, the interest on the 2026 Bonds is excluded from gross income for federal income tax purposes and such interest is not an item of tax preference for purposes of the federal alternative minimum tax. Interest on the 2026 Bonds may be subject to the corporate alternative minimum tax.
69 The opinions set forth in the preceding paragraph are subject to the condition that the City comply with all requirements of the Internal Revenue Code of 1986, as amended (the “Tax Code”) relating to the exclusion from gross income for federal income tax purposes of interest on obligations such as the 2026 Bonds. The City has made certain representations and covenants in order to comply with each such requirement. Inaccuracy of those representations, or failure to comply with certain of those covenants, may cause the inclusion of such interest in gross income for federal income tax purposes, which may be retroactive to the date of issuance of the 2026 Bonds.
Tax Treatment of Original Issue Discount and Premium. If the initial offering price to the public at which a 2026 Bond is sold is less than the amount payable at maturity thereof, then such difference constitutes “original issue discount” for purposes of federal income taxes and State of California personal income taxes. If the initial offering price to the public at which a 2026 Bond is sold is greater than the amount payable at maturity thereof, then such difference constitutes “original issue premium” for purposes of federal income taxes and State of California personal income taxes. De minimis original issue discount and original issue premium are disregarded.
Under the Tax Code, original issue discount is treated as interest excluded from federal gross income and exempt from State of California personal income taxes to the extent properly allocable to each owner thereof subject to the limitations described in the first paragraph of this section. The original issue discount accrues over the term to maturity of the 2026 Bond on the basis of a constant interest rate compounded on each interest or principal payment date (with straight-line interpolations between compounding dates). The amount of original issue discount accruing during each period is added to the adjusted basis of such 2026 Bonds to determine taxable gain upon disposition (including sale, redemption, or payment on maturity) of such 2026 Bond. The Tax Code contains certain provisions relating to the accrual of original issue discount in the case of purchasers of the 2026 Bonds who purchase the 2026 Bonds after the initial offering of a substantial amount of such maturity. Owners of such 2026 Bonds should consult their own tax advisors with respect to the tax consequences of ownership of 2026 Bonds with original issue discount, including the treatment of purchasers who do not purchase in the original offering, the allowance of a deduction for any loss on a sale or other disposition, and the treatment of accrued original issue discount on such 2026 Bonds under federal individual alternative minimum taxes.
Under the Tax Code, original issue premium is amortized on an annual basis over the term of the 2026 Bond (said term being the shorter of the 2026 Bond’s maturity date or its call date). The amount of original issue premium amortized each year reduces the adjusted basis of the owner of the 2026 Bond for purposes of determining taxable gain or loss upon disposition.
The amount of original issue premium on a 2026 Bond is amortized each year over the term to maturity of the 2026 Bond on the basis of a constant interest rate compounded on each interest or principal payment date (with straight-line interpolations between compounding dates).
Amortized 2026 Bond premium is not deductible for federal income tax purposes. Owners of premium 2026 Bonds, including purchasers who do not purchase in the original offering, should consult their own tax advisors with respect to State of California personal income tax and federal income tax consequences of owning such 2026 Bonds.
California Tax Status. In the further opinion of Bond Counsel, interest on the 2026 Bonds is exempt from California personal income taxes.
Other Tax Considerations. Current and future legislative proposals, if enacted into law, clarification of the Tax Code or court decisions may cause interest on the 2026 Bonds to be
70 subject, directly or indirectly, to federal income taxation or to be subject to or exempted from state income taxation, or otherwise prevent beneficial owners from realizing the full current benefit of the tax status of such interest. The introduction or enactment of any such legislative proposals, clarification of the Tax Code or court decisions may also affect the market price for, or marketability of, the 2026 Bonds. It cannot be predicted whether or in what form any such proposal might be enacted or whether, if enacted, such legislation would apply to bonds issued prior to enactment.
The opinions expressed by Bond Counsel are based upon existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of such opinion, and Bond Counsel has expressed no opinion with respect to any proposed legislation or as to the tax treatment of interest on the 2026 Bonds, or as to the consequences of owning or receiving interest on the 2026 Bonds, as of any future date. Prospective purchasers of the 2026 Bonds should consult their own tax advisors regarding any pending or proposed federal or state tax legislation, regulations or litigation, as to which Bond Counsel expresses no opinion.
Owners of the 2026 Bonds should also be aware that the ownership or disposition of, or the accrual or receipt of interest on, the 2026 Bonds may have federal or state tax consequences other than as described above. Other than as expressly described above, Bond Counsel expresses no opinion regarding other federal or state tax consequences arising with respect to the 2026 Bonds, the ownership, sale or disposition of the 2026 Bonds, or the amount, accrual or receipt of interest on the 2026 Bonds.
CONTINUING DISCLOSURE
The City will covenant in a continuing disclosure certificate, the form of which is set forth in “Appendix E – FORM OF CONTINUING DISCLOSURE CERTIFICATE,” for the benefit of holders and beneficial owners of the 2026 Bonds, to provide certain financial information and operating data relating to the Electric System and the 2026 Bonds by not later than nine months after the end of the City’s Fiscal Year, resulting in a deadline of April 1 of each year, beginning with an initial deadline of April 1, 2026 for the fiscal year ended June 30, 2025; provided, that the report due by April 1, 2026 shall consist solely of the audited financial statements of the City for Fiscal Year 2024-25. The Continuing Disclosure Certificate also requires the City to provide notices of the occurrence of certain enumerated events. The covenants of the City in the Continuing Disclosure Certificate will be made in order to assist the Underwriters in complying with Rule 15c2-12(b)(5) promulgated under the Securities Exchange Act of 1934, as amended (the “Rule”).
The City believes it currently is in material compliance with all of its continuing disclosure undertakings for the last five years. Notwithstanding the foregoing, in the last five years:
(1) The Annual Report for Fiscal Year 2019-20 for one series of the City’s outstanding bonds did not initially fulfill all content requirements; a remedial filing was done approximately 3 months later.
(2) For its Annual Report for Fiscal Year 2021-22 and 2022-23, while the City filed unaudited financial statements and then its audited financial statements when available, the unaudited financial statements were not timely filed with respect to certain bond issues.
71 The City believes it has made corrective filings to address the known instances during the last five years of past delayed or failure to file annual reports, omissions of required information and/or rating changes to be filed under its prior continuing disclosure undertakings.
RATINGS
S&P Global Ratings, a business unit of Standard & Poor's Financial Services LLC (“S&P”) has assigned the rating of “____” and Fitch Ratings (“Fitch”) has assigned the rating of “_____” to the 2026 Bonds. Each rating reflects only the views of the rating agency, and an explanation of the significance of this rating, and any outlook assigned to or associated with this rating, should be obtained from the rating agency. There is no assurance that these ratings will continue for any given period of time, or the ratings will not be revised downward or withdrawn entirely by the rating agency if, in its judgment, circumstances so warrant. Any downward revision or withdrawal of the rating from S&P or the rating from Fitch may have an adverse effect on the market price of the 2026 Bonds.
THE AUTHORITY
The Authority is a joint exercise of powers authority duly organized and operating pursuant to Article 1 (commencing with Section 6500) of Chapter 5, Division 7, Title 1 of the California Government Code, and pursuant to a Joint Exercise of Powers Agreement entered into in 2005 by and between the City and the Roseville Parking Authority, and is qualified to assist in financing projects and certain public improvements and to issue the Bonds under the Bond Law. The Authority and the City are each separate and distinct legal entities, and the debts and obligations of one such entity are not debts or obligations of the other entity.
The Authority was established for the purpose of financing the acquisition, construction, improvement and equipping of public capital improvements. The governing board of the Authority is comprised of the same individuals as the City Council of the City and certain officers of the City serve in similar capacity as officers of the Authority.
UNDERWRITING
The 2026 Bonds are being sold to Truist Securities, Inc. and BofA Securities, Inc. as underwriters (together, the “Underwriters”). Pursuant to a Contract of Purchase between the Authority and the Underwriters and approved by the City. The 2026 Bonds are being purchased by the Underwriters at a purchase price of $_____, which represents the aggregate principal amount of the 2026 Bonds of $____________, [plus/less] original issue [premium/discount] of $________, less an Underwriter’s discount of $______________.
The Underwriters intends to offer and sell the 2026 Bonds to the public at the offering prices set forth on the inside cover page of this Official Statement. After the initial public offering, the public offering price may be varied from time to time by the Underwriters.
Truist Securities, Inc., an Underwriter of the 2026 Bonds, has entered into an agreement (the “Truist Distribution Agreement”) with Truist Investment Services, Inc. (“TIS”), for the distribution of certain municipal securities offerings, including the 2026 Bonds. Pursuant to the Truist Distribution Agreement, Truist Securities, Inc. will share a portion of its underwriting
72 compensation, as applicable, with respect to the 2026 Bonds with TIS. Each of Truist Securities, Inc. and TIS is a subsidiary of Truist Financial Corporation.
BofA Securities, Inc., an Underwriter of the 2026 Bonds, has entered into a distribution agreement with its affiliate Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”). As part of this arrangement, BofA Securities, Inc. may distribute securities to MLPF&S, which may in turn distribute such securities to investors through the financial advisor network of MLPF&S. As part of this arrangement, BofA Securities, Inc. may compensate MLPF&S as a dealer for their selling efforts with respect to the 2026 Bonds.
The Underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include sales and trading, commercial and investment banking, financial advisory, investment management, investment research, principal investment, hedging, market making, brokerage and other financial and non-financial activities and services.
The Underwriters and their respective affiliates have provided, and may in the future provide, a variety of these services to the Authority or the City and to persons and entities with relationships with the Authority or the City, for which they received or will receive customary fees and expenses.
In the ordinary course of their various business activities, the Underwriters and their respective affiliates, officers, directors and employees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, and such investment and trading activities may involve or relate to assets, securities and/or instruments of the Authority or the City (directly, as collateral securing other obligations or otherwise) and/or persons and entities with relationships with the Authority or the City.
The Underwriters and their respective affiliates may also communicate independent investment recommendations, market color or trading ideas and/or publish or express independent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clients that they should acquire, long and/or short positions in such assets, securities and instruments.
“Truist Securities” is the trade name for the corporate and investment banking services of Truist Financial Corporation and its subsidiaries. Securities and strategic advisory services are provided by Truist Securities Inc., a member of the Financial Industry Regulatory Authority, Inc. (FINRA) and the Securities Investor Protection Corporation (SIPC). Lending, financial risk management, and treasury management and payment services are offered by Truist Bank, a member of the Federal Deposit Insurance Corporation (FDIC). In its normal course of business Truist Bank may currently, or in the future, provide credit, treasury management, or other commercial banking services to the Authority or the City.
MUNICIPAL ADVISOR
The City has retained PFM Financial Advisors LLC, as municipal advisor (the “Municipal Advisor”) in connection with the issuance of the 2026 Bonds. The Municipal Advisor is not obligated to undertake, and has not undertaken to make, an independent verification or assume responsibility for the accuracy, completeness, or fairness of the information contained in this Official Statement. The Municipal Advisor is an independent financial advisory firm.
73 OTHER INFORMATION
Certain Legal Matters
The validity of the 2026 Bonds, the Trust Agreement, the Installment Purchase Contract and certain other legal matters are subject to the approving opinion of Jones Hall LLP, as Bond Counsel. Certain matters will also be passed upon for the City and the Authority by Jones Hall, as Disclosure Counsel. Certain legal matters will be passed upon for the Authority and the City by the City Attorney, and for the Underwriters by its counsel, Stradling Yocca Carlson & Rauth LLP.
Professional Fees
Payment of the compensation of Bond Counsel, Disclosure Counsel, the Municipal Advisor, the Underwriters, Underwriters’ counsel and the Trustee are contingent upon issuance of the 2026 Bonds.
Absence of Litigation
There is no action, suit or proceeding known to be pending or threatened, restraining or enjoining the execution, delivery or sale of the 2026 Bonds or the execution of the Trust Agreement, the 2026 Supplemental Contract or the Continuing Disclosure Certificate, or in any way contesting or affecting the validity of the foregoing or any proceedings of the City or the Authority taken with respect to any of the foregoing.
To the best knowledge of the Authority and the City, there is no litigation pending or threatened, questioning the corporate existence of the Authority or the City, or the title of the officers of the Authority or the City to their respective offices, or the power and authority of the Authority or the City to execute and deliver the 2026 Bonds, the Trust Agreement, the 2026 Supplemental Contract or the Continuing Disclosure Certificate, as applicable, or of the City to make the 2026 Installment Payments under the Installment Purchase Contract. To the best knowledge of the Authority and the City, there is no litigation pending or threatened, questioning or affecting in any material respect any of the financial information with respect to the City’s Electric System contained in this Official Statement.
EXECUTION
The Authority and the City have duly authorized the execution and delivery of this Official Statement.
ROSEVILLE FINANCE AUTHORITY
By:
Treasurer
74 CITY OF ROSEVILLE
By:
Assistant City Manager/
Chief Financial Officer
A-1
APPENDIX A
THE CITY OF ROSEVILLE AND PLACER COUNTY
General
The City is located in Placer County, which is located in the Sacramento Valley near the foothills of the Sierra Nevada mountain range, about 16 miles northeast of Sacramento and 110 miles east of San Francisco. The City presently occupies 43 square miles in the southwestern part of the County and is the largest city in the County as well as the residential and business center of the County. It is bordered by Sacramento County to the south, the City of Rocklin to the north and un-incorporated Placer County to the east and west. The estimated population of the City as of January 1, 2025 was approximately 158,494.
The City has warm summers typical of central California, with an average July temperature of 77 degrees. Winter temperatures are moderate; the average January temperature is 46 degrees. The temperature drops below freezing an average of eight days per year. Rainfall averages 20 inches annually and falls mostly during the winter.
The City is predominately comprised of residential housing, small and large businesses, as well as numerous retail centers, the latter of which play a vital role in the economy of the City.
The City has the thirteenth highest retail sales of all cities in the State, and the City is considered a regional shopping destination. The Westfield Galleria at Roseville is the main shopping center in the City and the second largest shopping mall in Northern California. Across from the Westfield Galleria lies the “Fountains at Roseville,” a 330,000 square foot retail center, containing additional stores and several recreation centers. Plans call for future construction of hotel, additional retail, and office buildings in connection with the Fountains at Roseville project. In addition to the Westfield Galleria and Fountains at Roseville, the City has many shopping plazas surrounding the Westfield Galleria and the Douglas Boulevard financial corridor. The City is also home to one of the largest auto malls in the United States and a popular water park, Roseville GolflandSunSplash.
Municipal Government
The City was incorporated on April 10, 1909 and is a charter city. The City operates under the council-manager form of government, with a five-member City Council elected at large for staggered four-year terms. At each election, the council member receiving the most votes is appointed mayor pro-tempore for two years and becomes mayor for the final two years.
City services include, among others, police and fire protection, library services, street maintenance, and parks and recreation. The City also owns two golf courses and provides its own electricity, water, sewer and refuse services to its citizens.
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Population
The following table sets forth population estimates for the City, County and State for the past five years.
POPULATION ESTIMATES
City, County and State
Calendar Years 2021 through 2025, as of January 1
Year
City of
Roseville Placer County State of California
2021 148,851 407,282 39,369,530
2022 151,516 409,924 39,179,680
2023 152,858 410,319 39,228,444
2024 157,304 420,436 39,420,663
2025 158,494 421,446 39,529,101
Source: California State Department of Finance.
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Effective Buying Income
Effective buying income (“EBI”) is designated as personal income less personal tax and non-tax payments. Personal income is the aggregate of wages and salaries, other labor income (such as employer contributions to private pension funds), proprietor’s income, rental income (which includes imputed rental income of owner-occupants of non-farm dwellings), dividends paid by corporations, personal interest income from all sources, and transfer payments (such as pensions and welfare assistance). Deducted from this total are personal taxes (federal, state and local), non-tax payments (such as fines, fees, penalties), and personal contributions for social insurance. Effective buying income is a bulk measure of market potential. It indicates the general ability to buy and is essential in comparing, selecting and grouping markets on that basis. The following table demonstrates the growth in annual estimated EBI for the City, the County, the State and the United States.
EFFECTIVE BUYING INCOME (EBI)
City, County, State and United States
As of January 1, 2021 through 2025
Year Area
Total Effective
Buying Income
(000’s Omitted)
Median
Household
Effective Buying
Income
2021 City of Roseville $4,126,395 $66,668
Placer County 16,085,312 76,947
State of California 1,290,894,604 67,956
United States 9,809,944,764 56,790
2022 City of Roseville $6,165,433 $ 87,539
Placer County 18,491,490 88,051
State of California 1,452,426,153 77,058
United States 11,208,582,541 64,448
2023 City of Roseville $6,996,310 $92,853
Placer County 19,349,979 91,862
State of California 1,461,799,662 77,175
United States 11,454,846,397 65,326
2024 City of Roseville $7,496,807 $95,863
Placer County 20,125,715 93,505
State of California 1,510,708,521 80,973
United States 11,987,185,826 67,876
2025 City of Roseville $7,682,133 $96,592
Placer County 20,632,478 95,193
State of California 1,557,429,767 82,725
United States 12,525,577,707 69,687
Source: Claritas, LLC.
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Employment and Industry
The unemployment rate in the Sacramento-Roseville-Folsom MSA was 4.3 percent in May 2025, down from a revised 4.5 percent in April 2025, and above the year-ago estimate of 3.9 percent. This compares with an unadjusted unemployment rate of 4.9 percent for California and
4.0 percent for the nation during the same period. The unemployment rate was 4.4 percent in El Dorado County, 3.7 percent in Placer County, 4.4 percent in Sacramento County, and 4.9 percent in Yolo County.
The table below provides information about employment rates and employment by industry type for the Sacramento MSA (which includes Sacramento, Placer, Yolo and El Dorado Counties) for the calendar years 2019 through 2023.
SACRAMENTO-ARDEN ARCADE-ROSEVILLE MSA
(El Dorado, Placer, Sacramento, Yolo Counties)
Employment by Industry
(March 2023 Benchmark)
2019 2020 2021 2022 2023
Civilian Labor Force (1) 1,099,300 1,093,500 1,105,400 1,112,100 1,129,200 Employment 1,059,200 996,600 1,034,400 1,069,700 1,080,500 Unemployment 40,100 96,900 71,000 42,400 48,600
Unemployment Rate 3.7% 8.9% 6.4% 3.8% 4.3%
Wage and Salary Employment (2)
Agriculture 8,700 8,300 9,000 8,600 9,100
Mining and Logging 500 500 500 500 500
Construction 69,400 70,200 74,900 77,100 74,700
Manufacturing 36,800 36,100 37,700 40,600 40,500
Wholesale Trade 28,600 26,600 26,900 28,300 28,500
Retail Trade 100,500 95,100 100,600 100,300 99,000
Transportation, Warehousing and Utilities 32,200 34,300 37,500 40,800 41,600 Information 11,900 10,200 10,100 10,500 9,900
Finance and Insurance 35,200 34,800 34,100 33,000 30,500 Real Estate and Rental and Leasing 17,300 16,900 17,700 18,800 18,400 Professional and Business Services 137,200 132,600 137,200 139,700 134,400 Educational and Health Services 166,600 164,000 168,800 175,600 188,700 Leisure and Hospitality 109,600 83,900 93,600 108,700 112,500 Other Services 35,400 31,000 33,300 36,100 38,300
Federal Government 14,200 14,800 14,500 14,400 14,500
State Government 121,900 121,700 127,300 129,800 134,400 Local Government 105,300 98,900 98,400 102,700 107,400
Total, All Industries (3) 1,031,200 979,800 1,021,900 1,065,400 1,083,300
(1) Labor force data is by place of residence; includes self-employed individuals, unpaid family workers, household domestic workers, and workers on strike.
(2) Industry employment is by place of work; excludes self-employed individuals, unpaid family workers, household domestic workers, and workers on strike.
(3) Totals may not add due to rounding.
Source: State of California Employment Development Department.
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Major Employers
MAJOR EMPLOYERS
Placer County
(In Alphabetical Order)
July 2025
Employer Name Location Industry
Backyard Bar & BBQ Truckee Restaurants
City of Roseville Roseville Alternative Fuels
City of Roseville California Roseville City Government-Executive Offices Costco Wholesale Roseville Wholesale Clubs
Golfland Sunsplash Roseville Roseville Golf Courses-Miniature Keller Williams Northeast Roseville Real Estate
Northstar California Truckee Resorts
Oracle Rocklin Software/Application/Platform Publishing Palisades Tahoe At Alpine Mdws Alpine Meadows Skiing Centers & Resorts Placer County Food Stamps Auburn County Government-Social/Human Resources Placer County Sheriff Auburn Government Offices-County
Placer County Sheriff Dept Tahoe City Government Offices-County Pride Industries Roseville Employment Agencies & Opportunities Resort At Squaw Creek Olympic Valley Hotels & Motels
Roseville Toyota Roseville Automobile Dealers-New Cars
Save Mart Distribution Ctr Roseville Distribution Centers (whls) Sheriff's Training Auburn Government Offices-County
Sierra Joint Cmnty Clg Dist Rocklin School Districts
Sutter Auburn Faith Hospital Auburn Hospitals
Sutter Roseville Med Ctr Fndtn Roseville Hospitals
Tasq Technology Roseville Importers (whls)
Thunder Valley Casino Resort Lincoln Casinos
Union Pacific Railroad Co Roseville Railroads
Walmart Supercenter Rocklin Department Stores
Walmart Supercenter Roseville Department Stores
Source: State of California Employment Development Department, extracted from The America's Labor Market Information System (ALMIS) Employer Database, 2025 1st Edition.
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The following table shows the principal employers in the City of Roseville, as shown in its Annual Comprehensive Financial Report for fiscal year ending June 30, 2024.
PRINCIPAL EMPLOYERS
City of Roseville
As of June 30, 2024
Employer
Percent of
Total
Employment
Kaiser Permanente 6.42%
Sutter Health Roseville Medical Group 5.59
City of Roseville 1.91
Adventist Health 1.78
Roseville City School District 1.37
Penumbra 1.21
Roseville Joint Union High School 1.19
Flexcare LLC 0.96
PRIDE 0.72
Hewlett-Packard 0.69
Source: City of Roseville Annual Comprehensive Financial Report for Fiscal Year 2023-24.
Construction Permits
The following table shows valuations of residential and non-residential building permits issued for calendar years 2019 through 2023.
TOTAL BUILDING PERMIT VALUATIONS
City of Roseville
(Dollars in Thousands)
2019 2020 2021 2022 2023
Permit Valuation
New Single-family $265,615.3 $322,748.5 $467,676.3 $420,490.6 $384,082.0 New Multi-family 6,855.8 46,469.0 0.0 1,552.1 86,153.7
Res. Alterations/Additions 16,133.8 5,126.3 39,648.3 5,529.1 26,828.8 Total Residential 288,604.9 374,343.8 507,324.6 427,571.8 497,064.5 New Commercial 24,136.7 23,230.8 16,627.7 40,882.5 48,155.6 New Industrial 0.0 0.0 0.0 0.0 0.0
New Other 9,358.1 12,610.6 12,351.9 7,312.1 23,079.0
Com. Alterations/Additions 46,155.6 24,553.9 29,192.0 42,938.9 36,498.8 Total Nonresidential 79,650.40 60,395.3 58,171.6 91,133.5 107,733.4 New Dwelling Units
Single Family 1,001 1,226 1,860 1,618 1,307
Multiple Family 65 372 0 18 1,547
TOTAL 1,066 1,598 1860 1,636 2,854
Source: Construction Industry Research Board, Building Permit Summary.
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The County’s 2024-25 assessment roll totaled $110,562,469,152 as compared to the prior year’s assessment roll of $97,541,982,124 which reflected a 13.35% increase this year. These numbers over the last two years contrast with the real estate decline years of 2008 and after, where the County assessment roll experienced declines.
The following table shows residential and non-residential building permits issued within the County for calendar years 2019 through 2023.
TOTAL BUILDING PERMIT VALUATIONS
Placer County
(Dollars in Thousands)
2019 2020 2021 2022 2023
Permit Valuation
New Single-family $693,647.7 $827,822.1 $1,323,114.6 $1,193,148.4 $1,128,885.0 New Multi-family 7,896.7 72,442.8 11,183.1 40,312.6 90,008.1 Res. Alterations/Additions 86,964.2 52,440.8 107,613.1 82,331.3 123,244.1 Total Residential 788,508.6 952,705.7 1,441,910.8 1,315,792.3 1,342,137.2 New Commercial 73,609.7 58,855.0 52,238.1 105,124.2 82,889.3 New Industrial 268.7 25.0 1,155.5 0.0 1,917.2
New Other 110,951.1 76,576.0 73,032.7 116,224.1 143,354.2 Com. Alterations/Additions 78,159.7 49,149.7 58,371.2 80,371.0 89,283.0 Total Nonresidential 262,989.2 184,605.7 184,797.5 301,719.3 317,443.7 New Dwelling Units
Single Family 2,080 2,552 4,176 3,701 2,959
Multiple Family 71 540 66 351 1,588
TOTAL 2,151 3,092 4,242 4,052 4,547
Source: Construction Industry Research Board, Building Permit Summary.
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Commercial Activity
A summary of historic taxable sales within the City and the County during the past five years in which data is available is shown in the following tables.
Total taxable transactions in the City of Roseville during the first quarter of calendar year 2025 were reported to be $1,385,013,123, a 0.08% decrease in total taxable transactions of $1,383,942,755 reported during the comparable quarter of calendar year 2024.
TAXABLE TRANSACTIONS
City of Roseville
(Dollars in Thousands)
Retail Stores Total All Outlets
Number
of Permits
Taxable
Transactions
Number
of Permits
Taxable
Transactions
2020 3,912 $3,692,180 5,968 $4,425,817
2021 3,623 4,800,774 5,602 5,618,718
2022 3,676 5,056,345 5,847 5,960,761
2023 3,600 4,942,709 5,725 5,837,083
2024 3,683 4,810,379 5,916 5,879,928
Source: State Department of Tax and Fee Administration.
The total taxable sales during the first quarter of calendar year 2025 in Placer County were reported to be $3,157,188,971, a 3.29% increase in the total taxable sales of $3,053,216,057 reported during the comparable quarter of calendar year 2023.
TAXABLE TRANSACTIONS
Placer County
(Dollars in Thousands)
Retail Stores Total All Outlets
Number
of Permits
Taxable
Transactions
Number
of Permits
Taxable
Transactions
2020 9,165 $7,931,068 15,141 $10,319,123
2021 8,130 9,635,979 13,720 12,632,960
2022 8,201 10,072,596 14,163 13,392,761
2023 7,964 9,627,338 13,787 13,037,448
2024 7,978 9,678,521 13,958 13,328,138
Source: State Department of Tax and Fee Administration.
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Transportation
The transportation network in and around the City is an integral part of its development.
Centrally located in the State, the area is the hub of several major highways. Interstate 80 runs through the City, connecting San Francisco to New York. Highway 65 runs north through the City, from I-80 to Lincoln and Marysville. Interstate 5, which is west of the City, runs north to Seattle and south to Los Angeles.
Union Pacific Railroad bought Southern Pacific in 1996 and the J.R. Davis Yard, located in Roseville, is the largest rail facility on the West Coast. Union Pacific owns and operates track in 23 states, primarily west of the Mississippi River. Amtrak provides passenger service daily to San Francisco and San Jose, and the California Zephyr connects the County to the Midwest and Chicago.
Greyhound operates a station in the City, providing interstate destination services.
Greyhound also operates throughout the County, with bus depots or regularly scheduled stops in most of the communities along major highways and roads.
Sacramento International Airport serves the Roseville area. Served by ten major carriers and several commuter airlines, as well as air-freight carriers, the airport handles passenger flights to over 140 cities with more than 130 scheduled departures per day and 4.3 million passengers annually. Nearby Auburn Municipal Airport serves charter and private aircraft for coastal, state and transcontinental flights. Executive air service is available as well. Auburn Municipal has an elevation of 1,520 feet and an east/west runway 3,100 feet in length.
Several trucking companies serve the City, ranging from interstate lines to local haulers, and transporting a wide variety of goods. United Parcel Service, with a distribution center in Rocklin, offers freight transportation services as well.
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APPENDIX B
CITY COMPREHENSIVE ANNUAL FINANCIAL REPORT
FOR FISCAL YEAR 2023-24
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APPENDIX D
PROPOSED FORM OF BOND COUNSEL OPINION
[Closing Date]
Board of Directors of the
Roseville Finance Authority
311 Vernon Street
Roseville, California 95678
OPINION: $_______________ Roseville Finance Authority
Electric System Revenue Bonds, Series 2026
Members of the Board:
We have acted as bond counsel in connection with the issuance by the Roseville Finance Authority (the “Authority”) of the above-referenced bonds (the “Bonds”), pursuant to the provisions of the Marks-Roos Local Bond Pooling Act of 1985 (commencing with Section 6584 of the California Government Code) and a Trust Agreement, dated as of January 1, 2026 (the “Trust Agreement”), between the Authority and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The Bonds are secured by Revenues, as such term is defined in the Trust Agreement, including certain installment payments made by the City of Roseville (the “City”) under a Master Installment Purchase Contract, dated as of November 1, 1997, as supplemented, including by a 2026 Supplemental Installment Purchase Contract dated as of January 1, 2026 (the “2026 Supplemental Contract” and collectively with the Master Contract and the prior supplements, the “Installment Purchase Contract”) between the Authority and the City. We have examined the law and such certified proceedings and other papers as we deem necessary to render this opinion.
As to questions of fact material to our opinion, we have relied upon representations of the Authority and the City contained in the Trust Agreement and the Installment Purchase Contract, and in the certified proceedings and certifications of public officials and others furnished to us, without undertaking to verify such facts by independent investigation.
Based upon the foregoing, we are of the opinion, under existing law, that:
1. The Authority is a joint exercise of powers authority duly organized and existing under the laws of the State of California, with power to enter into the Trust Agreement, to perform the agreements on its part contained therein and to issue the Bonds.
2. The Bonds constitute legal, valid and binding special obligations of the Authority enforceable in accordance with their terms and payable solely from the sources provided therefor in the Trust Agreement.
3. The Trust Agreement has been duly authorized, executed and delivered by the Authority, and constitutes a legal, valid and binding obligation of the Authority enforceable against the Authority in accordance with its terms. The Trust Agreement creates a valid pledge, to secure
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the payment of the principal of and interest on the Bonds, of the Revenues and any other amounts (including proceeds of the sale of the Bonds) held by the Trustee in any fund or account established pursuant to the Trust Agreement, subject to the provisions of the Trust Agreement permitting the application thereof for the purposes and on the terms and conditions set forth therein.
4. The City is a charter city duly organized and existing under the laws of the State of California, with power to enter into the Installment Purchase Contract and to perform the agreements on its part contained therein. The Installment Purchase Contract has been duly authorized, executed and delivered by the City, and constitutes a legal, valid and binding obligation of the City enforceable against the City in accordance with its terms.
5. The interest on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax.
Interest on the Bonds may be subject to the corporate alternative minimum tax. The opinions set forth in the preceding sentences are subject to the condition that the City comply with all requirements of the Internal Revenue Code of 1986, as amended, relating to the exclusion from gross income for federal income tax purposes of interest on obligations such as the Bonds. The City has made certain representations and covenants in order to comply with each such requirement. Inaccuracy of those representations, or failure to comply with certain of those covenants, may cause the inclusion of such interest in gross income for federal income tax purposes, which may be retroactive to the date of issuance of the Bonds.
6. The interest on the Bonds is exempt from personal income taxation imposed by the State of California.
We express no opinion regarding any other tax consequences arising with respect to the ownership, sale or disposition of, or the amount, accrual or receipt of interest on, the Bonds.
The rights of the owners of the Bonds and the enforceability of the Trust Agreement and the Installment Purchase Contract are limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally, and by equitable principles, whether considered at law or in equity.
This opinion is given as of the date hereof, and we assume no obligation to revise or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention, or any changes in law that may hereafter occur. Moreover, our opinions are not a guarantee of a particular result, and are not binding on the Internal Revenue Service or any court; rather, our opinions represent our legal judgment based upon our review of existing law that we deem relevant to such opinions, and any assumptions expressed herein, and in reliance upon the representations, and covenants referenced above. Our engagement with respect to this matter has terminated as of the date hereof.
Our engagement with respect to this matter has terminated as of the date hereof.
Respectfully submitted,
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APPENDIX E
FORM OF CONTINUING DISCLOSURE CERTIFICATE
This CONTINUING DISCLOSURE CERTIFICATE (the “Disclosure Certificate”) is executed and delivered by the CITY OF ROSEVILLE (the “City”) for and on behalf of itself and the ROSEVILLE FINANCE AUTHORITY (the “Authority”), in connection with the issuance by the Authority of its $__________ Electric System Revenue Bonds, Series 2026 (the “2026 Bonds”).
The 2026 Bonds are being issued pursuant to a Trust Agreement, dated as of January 1, 2026 (the “Trust Agreement”), between the Authority and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The City covenants and agrees as follows:
Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the City for the benefit of the holders and beneficial owners of the 2026 Bonds and in order to assist the Participating Underwriter in complying with the Rule.
Section 2. Definitions. In addition to the definitions set forth in the Trust Agreement, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section 2, the following capitalized terms have the following meanings:
“Annual Report” means any Annual Report provided by the City pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. “Dissemination Agent” means Fieldman, Rolapp & Associates, Inc. dba Applied Best Practices, or any successor Dissemination Agent designated in writing by the City and which has filed with the City and the Trustee a written acceptance of such designation. “Listed Events” means any of the events listed in Section 5(a) of this Disclosure Certificate. “MSRB” means the Municipal Securities Rulemaking Board, which has been designated by the Securities and Exchange Commission as the sole repository of disclosure information for purposes of the Rule.
“Official Statement” means the Official Statement relating to the 2026 Bonds. “Participating Underwriter” means Truist Securities, Inc. and BofA Securities, Inc., the original underwriters of the 2026 Bonds required to comply with the Rule in connection with offering of the 2026 Bonds.
“Report Date” means nine months after the end of the City’s fiscal year (currently April 1 of each year based on the City’s June 30 fiscal year end). “Rule” means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time.
Section 3. Provision of Annual Reports.
(a) The City shall, or shall cause the Dissemination Agent to, not later than each Report Date, beginning on April 1, 2026 for the fiscal year ended June 30, 2025, provide to the MSRB in an electronic format as prescribed by the MSRB, an Annual Report that is consistent with the requirements of Section 4 of this Disclosure Certificate; provided, that the report due by April 1,
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2026 shall consist solely of the audited financial statements of the City for Fiscal Year 2024-25.
Not later than 15 business days before each Report Date, the City shall provide the Annual Report to the Dissemination Agent (if other than the City). The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Certificate. The audited financial statements of the City may be submitted separately from the balance of the Annual Report, and later than the Report Date, if not available by the Report Date. If the City’s fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(c).
The City shall provide a written certification with each Annual Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report required to be furnished by the City under this Disclosure Certificate. (b) If the City is unable to provide (or cause the Dissemination Agent to provide) an Annual Report by the Annual Report Date, the City shall, by written direction, cause the Dissemination Agent to provide to the MSRB, in an electronic format as prescribed by the MSRB, a notice to such effect.
(c) The Dissemination Agent shall:
(i) determine each year prior to the Annual Report Date the then-applicable rules and electronic format prescribed by the MSRB for the filing of annual continuing disclosure reports; and
(ii) if the Dissemination Agent is other than the City, file a report with the City certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, and stating the date it was provided.
Section 4. Content of Annual Reports. The City’s Annual Report shall contain or incorporate by reference the following:
(a) Audited Financial Statements of the City, which shall include financial statements of the City’s municipal electric power utility (the “Electric System”) prepared in accordance with Generally Accepted Accounting Principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the City’s audited financial statements are not available by the Report Date, the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available.
(b) Unless otherwise provided in the audited financial statements filed on or prior to the Report Date, the following financial information and operating data with respect to the City and the Electric System for the preceding fiscal year as of June 30 of the previous fiscal year:
(1) The principal amount of the outstanding 2026 Bonds. (2) The balance in the Reserve Fund.
(3) The Reserve Fund Requirement for the 2026 Bonds and all outstanding Parity Obligations.
(4) The balance in the Rate Stabilization Fund.
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(5) An updated table substantially in the form of Table 1 in the Official Statement entitled “Sources of Power Supply.”
(6) An updated table substantially in the form of Table 3 in the Official Statement entitled “Customers, Sales and Peak Demand.”
(7) An updated table substantially in the form of Table 4 in the Official Statement entitled “Ten Largest Customers.”
(8) An updated table substantially in the form of Table 9 in the Official Statement entitled “Roseville Electric Share of Outstanding Debt of Joint Powers Agencies.” (9) An updated table substantially in the form of Table 10 in the Official Statement entitled “Historical Calculation of Debt Service Coverage Ratio.” Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the City or related public entities, which are available to the public on the MSRB’s internet web site or filed with the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the MSRB. The City shall clearly identify each such other document so included by reference.
(c) In addition to any of the information expressly required to be provided under this Disclosure Certificate, the City shall provide such further material information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading.
Section 5. Reporting of Significant Events.
(a) The City shall give, or cause to be given, notice of the occurrence of any of the following Listed Events with respect to the 2026 Bonds:
(1) Principal and interest payment delinquencies.
(2) Non-payment related defaults, if material.
(3) Unscheduled draws on debt service reserves reflecting financial difficulties. (4) Unscheduled draws on credit enhancements reflecting financial difficulties. (5) Substitution of credit or liquidity providers, or their failure to perform. (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security.
(7) Modifications to rights of security holders, if material.
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(8) Bond calls, if material, and tender offers.
(9) Defeasances.
(10) Release, substitution, or sale of property securing repayment of the securities, if material.
(11) Rating changes.
(12) Bankruptcy, insolvency, receivership or similar event of the City or other obligated person.
(13) The consummation of a merger, consolidation, or acquisition involving the City or an obligated person, or the sale of all or substantially all of the assets of the City or an obligated person (other than in the ordinary course of business), the entry into a definitive agreement to undertake such an action, or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material. (14) Appointment of a successor or additional trustee or the change of name of a trustee, if material.
(15) Incurrence of a financial obligation of the City, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the City, any of which affect security holders, if material (for the definition of “financial obligation,” see clause (e)). (16) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the City, any of which reflect financial difficulties (for the definition of “financial obligation,” see clause (e)).
(b) Whenever the City obtains knowledge of the occurrence of a Listed Event, the City shall, or shall cause the Dissemination Agent (if not the City) to, file a notice of such occurrence with the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of 10 business days after the occurrence of the Listed Event. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(8) and (9) above need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to holders of affected Bonds under the Trust Agreement.
(c) The City acknowledges that the events described in subparagraphs (a)(2), (a)(7), (a)(8) (if the event is a bond call), (a)(10), (a)(13), (a)(14) and (a)(15) of this Section 5 contain the qualifier “if material” and that subparagraph (a)(6) also contains the qualifier “material” with respect to certain notices, determinations or other events affecting the tax status of the Bonds.
The City shall cause a notice to be filed as set forth in paragraph (b) above with respect to any such event only to the extent that it determines the event’s occurrence is material for purposes of U.S. federal securities law. Whenever the City obtains knowledge of the occurrence of any of these Listed Events, the City will as soon as possible determine if such event would be material under applicable federal securities law. If such event is determined to be material, the City will cause a notice to be filed as set forth in paragraph (b) above.
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(d) For purposes of this Disclosure Certificate, any event described in paragraph (a)(12) above is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City.
(e) For purposes of paragraph (a)(15) and (a)(16), “financial obligation” means a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) guarantee of (i) or (ii).
The term financial obligation shall not include municipal securities as to which a final official statement has been provided to the MSRB consistent with the Rule.
Section 6. Identifying Information for Filings with the MSRB. All documents provided to the MSRB under the Disclosure Certificate shall be accompanied by identifying information as prescribed by the MSRB.
Section 7. Termination of Reporting Obligation. The City’s obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the 2026 Bonds. If such termination occurs prior to the final maturity of the 2026 Bonds, the City shall give notice of such termination in the same manner as for a Listed Event under Section 5(c).
Section 8. Dissemination Agent. The City may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any Dissemination Agent, with or without appointing a successor Dissemination Agent. Any Dissemination Agent may resign by providing 30 days’ written notice to the City.
Section 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the City may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied:
(a) if the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of an obligated person with respect to the 2026 Bonds, or type of business conducted; (b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the primary offering of the 2026 Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) the proposed amendment or waiver either (i) is approved by holders of the 2026 Bonds in the manner provided in the Trust Agreement for amendments to the Trust Agreement with the consent of holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the holders or beneficial owners of the 2026 Bonds.
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If the annual financial information or operating data to be provided in the Annual Report is amended pursuant to the provisions hereof, the first Annual Report filed pursuant hereto containing the amended operating data or financial information shall explain, in narrative form, the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided.
If an amendment is made to this Disclosure Certificate modifying the accounting principles to be followed in preparing financial statements, the Annual Report for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information, in order to provide information to investors to enable them to evaluate the ability of the City to meet its obligations. To the extent reasonably feasible, the comparison shall be quantitative.
A notice of any amendment made pursuant to this Section 9 shall be filed in the same manner as for a Listed Event under Section 5(c).
Section 10. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the City from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the City chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the City shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event.
Section 11. Default. If the City fails to comply with any provision of this Disclosure Certificate, any holder or beneficial owner of the 2026 Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Trust Agreement, and the sole remedy under this Disclosure Certificate in the event of any failure of the City to comply with this Disclosure Certificate shall be an action to compel performance.
Section 12. Duties, Immunities and Liabilities of Dissemination Agent. (a) The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the City agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which they may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful misconduct. The Dissemination Agent shall have no duty or obligation to review any information provided to it by the City hereunder, and shall not be deemed to be acting in any fiduciary capacity for the City, the Bondholders or any other party. The obligations of the City under this Section shall survive resignation or removal of the Dissemination Agent and payment of the 2026 Bonds.
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(b) The Dissemination Agent shall be paid compensation by the City for its services provided hereunder in accordance with its schedule of fees as amended from time to time, and shall be reimbursed for all expenses, legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder.
Section 13. Notices. Any notice or communications to be among any of the parties to this Disclosure Certificate may be given as follows:
To the City: City of Roseville
311 Vernon Street
Roseville, California 95678
Attention: Chief Financial Officer
Fax: (916) 774-5514
To the Dissemination Agent: ________________
________________
________________
Attention: ________________
Fax: ________________
Any person may, by written notice to the other persons listed above, designate a different address or telephone number(s) to which subsequent notices or communications should be sent.
Section 14. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the City, the Dissemination Agent, and holders and beneficial owners from time to time of the 2026 Bonds, and shall create no rights in any other person or entity.
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Section 15. Counterparts. This Disclosure Certificate may be executed in several counterparts, each of which shall be regarded as an original, and all of which shall constitute one and the same instrument.
Date: ___________, 2026
CITY OF ROSEVILLE
By
Assistant City Manager/
Chief Financial Officer
ACCEPTED AND AGREED:
___________________,
as Dissemination Agent
By
Authorized Representative
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APPENDIX F
DTC AND THE BOOK-ENTRY ONLY SYSTEM
The following description of the Depository Trust Company (“DTC”), the procedures and record keeping with respect to beneficial ownership interests in the 2026 Bonds, payment of principal, interest and other payments on the 2026 Bonds (herein, the “Securities”) to DTC Participants or Beneficial Owners, confirmation and transfer of beneficial ownership interest in the Securities and other related transactions by and between DTC, the DTC Participants and the Beneficial Owners is based solely on information provided by DTC. Accordingly, no representations can be made concerning these matters and neither the DTC Participants nor the Beneficial Owners should rely on the foregoing information with respect to such matters, but should instead confirm the same with DTC or the DTC Participants, as the case may be.
Neither the issuer of the Securities (the “Issuer”) nor the fiscal agent appointed with respect to the Securities (the “Agent”) takes any responsibility for the information contained in this Appendix.
No assurances can be given that DTC, DTC Participants or Indirect Participants will distribute to the Beneficial Owners (a) payments of interest, principal or premium, if any, with respect to the Securities, (b) certificates representing ownership interest in or other confirmation or ownership interest in the Securities, or (c) redemption or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the Securities, or that they will so do on a timely basis, or that DTC, DTC Participants or DTC Indirect Participants will act in the manner described in this Appendix. The current “Rules” applicable to DTC are on file with the Securities and Exchange Commission and the current “Procedures” of DTC to be followed in dealing with DTC Participants are on file with DTC.
1. The Depository Trust Company (“DTC”) will act as securities depository for the securities (the “Securities”). The Securities will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Security certificate will be issued for each issue of the Securities, each in the aggregate principal amount of such issue, and will be deposited with DTC. If, however, the aggregate principal amount of any issue exceeds $500 million, one certificate will be issued with respect to each $500 million of principal amount, and an additional certificate will be issued with respect to any remaining principal amount of such issue.
2. DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates.
Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding
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company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. The information contained on this Internet site is not incorporated herein by reference.
3. Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the Securities on DTC’s records. The ownership interest of each actual purchaser of each Security (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Securities are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Securities, except in the event that use of the book-entry system for the Securities is discontinued.
4. To facilitate subsequent transfers, all Securities deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Securities; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Securities are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.
5. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Securities may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the Security documents. For example, Beneficial Owners of Securities may wish to ascertain that the nominee holding the Securities for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them.
6. Redemption notices shall be sent to DTC. If less than all of the Securities within a maturity within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in suchmaturity of such issue to be redeemed.
7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Securities unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting
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rights to those Direct Participants to whose accounts Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy).
8. Redemption proceeds, distributions, and dividend payments on the Securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from Issuer or Agent, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, Agent, or Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of Issuer or Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants.
9. DTC may discontinue providing its services as depository with respect to the Securities at any time by giving reasonable notice to Issuer or Agent. Under such circumstances, in the event that a successor depository is not obtained, Security certificates are required to be printed and delivered.
10. Issuer may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Security certificates will be printed and delivered to DTC.
11. The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that Issuer and Agent believe to be reliable, but Issuer and Agent take no responsibility for the accuracy thereof.
Stradling – Draft of 11/24/25
4908-4140-8099v2/202019-0002
$[PAR AMOUNT]
ROSEVILLE FINANCE AUTHORITY
Electric System Revenue Bonds
Series 2026
CONTRACT OF PURCHASE
[BPA DATE], 2026
Roseville Finance Authority
c/o City of Roseville
311 Vernon Street
Roseville, California 95678
Ladies and Gentlemen:
The undersigned, Truist Securities, Inc., as representative (the “Representative”), on its own behalf and on behalf of BofA Securities, Inc. (collectively, the “Underwriters”) hereby offers to enter into this Contract of Purchase (this “Contract of Purchase”) with the Roseville Finance Authority, a joint exercise of powers authority duly organized and existing under the laws of the State of California (the “Authority”), for the purchase by the Underwriters of the Roseville Finance Authority Electric System Revenue Bonds, Series 2026 (the “2026 Bonds”).
This offer is made subject to acceptance by the Authority and written approval by the City of Roseville (the “City”) on or before 5:00 P.M., California time, on the date hereof or such other time as the parties hereto mutually agree upon, and upon such acceptance and approval, this Contract of Purchase shall be in full force and effect in accordance with its terms and shall be binding upon the Authority, the City and the Underwriters. The Underwriters may withdraw this Contract of Purchase upon written notice delivered by the Representative to the Authority and the City at any time before the Authority accepts this Contract of Purchase. The Representative hereby confirms that it has been duly authorized by the other Underwriter to execute this Contract of Purchase and to take all action hereunder by and on behalf of the Underwriters. Any action taken under this Contract of Purchase by the Representative will be binding upon all the Underwriters. Capitalized terms used in this Contract of Purchase and not defined shall have the meanings assigned to such terms in the Official Statement mentioned below.
The Authority and the City acknowledge and agree that (i) the purchase and sale of the 2026 Bonds pursuant to this Contract of Purchase is an arm’s-length commercial transaction between the Authority and the City, on the one hand, and the Underwriters, on the other hand, and the Underwriters have financial and other interests that differ from those of the Authority and the City; (ii) in connection with such transaction, and with the discussions, undertakings, and procedures leading up to the consummation of such transaction, each of the Underwriters is and has been acting solely as a principal and not as an agent, municipal advisor, financial advisor or fiduciary of the Authority or the City; (iii) the Underwriters have not assumed (individually or collectively) an advisory or fiduciary responsibility in favor of the Authority or the City with respect to the offering of the 2026 Bonds or the process leading thereto (irrespective of whether
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any of the Underwriters, or any affiliate of an Underwriter, has provided other services or is currently providing other services to the Authority or the City on other matters); (iv) the only obligations the Underwriters have to the Authority or the City with respect to the transaction contemplated by this Contract of Purchase are expressly set forth in this Contract of Purchase; and (v) the Authority and the City have consulted with their own municipal, tax, legal and financial and other advisors to the extent they deemed appropriate in connection with the offering of the 2026 Bonds.
1. Purchase and Sale. Upon the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Underwriters hereby agree to purchase from the Authority for reoffering to the public, and the Authority agrees to sell to the Underwriters for such purpose, all (but not less than all) of the $[PAR AMOUNT] aggregate principal amount of the 2026 Bonds, such 2026 Bonds being more fully described in the Official Statement (as defined below) at a purchase price of $[PURCHASE PRICE] (representing the aggregate principal amount of $[PAR AMOUNT].00, [plus/less] $[OIP/OID] [net] original issue [premium/discount], less $[UNDERWRITERS’ DISCOUNT] of Underwriters’ discount).
The Underwriters hereby agree to purchase not less than all of the 2026 Bonds if any are purchased in accordance with this Contract of Purchase. If the Underwriters fail to accept such delivery and pay the purchase price of the 2026 Bonds by wire transfer in immediately available funds at the Closing (as defined below) in accordance with the terms hereof, then this Contract of Purchase shall terminate. Any failure by the Underwriters to accept delivery and pay the purchase price in accordance with this Contract of Purchase shall be governed by the terms hereof.
The 2026 Bonds are to be issued pursuant to the provisions of a resolution adopted by the Board of Directors of the Authority approving the 2026 Bonds and related documents and official actions (the “Authority Resolution”), a resolution adopted by the City Council of the City approving the 2026 Bonds and related documents and official actions (the “City Resolution” and together with the Authority Resolution, the “Authorizing Resolutions”), the Marks-Roos Local Bond Pooling Act of 1985, consisting of Article 4, Chapter 5, Division 7, Title 1 of the Government Code of the State of California (commencing with Section 6584) (the “Act”), and a Trust Agreement, dated as of [January 1, 2026] (the “Trust Agreement”), by and between the Authority and The Bank of New York Mellon Trust Company, N. A., as trustee (the “Trustee”).
The 2026 Bonds shall be secured by a pledge, charge and lien upon Revenues which consist primarily of certain installment payments (the “2026 Payments”) to be made by the City under and pursuant to that certain 2026 Supplemental Installment Purchase Contract, executed and entered into as of [January 1, 2026], supplementing the Master Installment Purchase Contract executed and entered into as of November 1, 1997, as previously supplemented and amended, each by and between the City and the Authority (which Master Installment Purchase Contract as so supplemented and amended is referred to herein as the “Installment Purchase Contract”), all of which rights to receive such Revenues have been assigned by the Authority to the Trustee.
The 2026 Bonds shall be dated the date of delivery thereof and shall mature in the years, bear interest, be purchased at the prices and be subject to redemption at the times and in the amounts, all as set forth in Schedule I attached hereto. The authorized denominations, record dates, interest payment dates, and other details and particulars of the 2026 Bonds shall be as described in the Trust Agreement and the Official Statement.
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The 2026 Bonds are being issued to (i) finance the acquisition and construction of capital improvements to the City’s Electric System, primarily consisting of __________, and (ii) pay certain costs incurred in connection with the issuance of the 2026 Bonds.
2. Use and Preparation of Documents. The Authority and the City hereby approve and ratify the use and distribution by the Underwriters of the Preliminary Official Statement, dated [POS DATE], 2026, relating to the 2026 Bonds (which, including the cover page and all appendices thereto, is referred to herein as the “Preliminary Official Statement”) in connection with the prospective offering of the 2026 Bonds prior to the date hereof. The Authority and the City hereby confirm they have “deemed final” the Preliminary Official Statement as of its date for purposes of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (“Rule 15c2-12”), except for information permitted to be omitted therefrom by Rule 15c2-12. The Authority and the City hereby acknowledge that the Preliminary Official Statement has been made available to investors in electronic form.
The Authority and the City will deliver to the Underwriters, within seven (7) business days of the date hereof, the Official Statement, dated the date hereof, in final form (the “Official Statement”), and will deliver any amendment or supplement thereto as have been approved by the Underwriters, in such format and in sufficient quantity in order to permit the Underwriters to comply with the obligations of the Underwriters including, without limitation, as necessary to accompany any confirmation requesting payment from any customers of the Underwriters, pursuant to the rules of the Municipal Securities Rulemaking Board (the “MSRB”) and Rule 15c2-12. The Official Statement shall be in substantially the same form as the Preliminary Official Statement and, other than information previously permitted to have been omitted by Rule 15c2-12, the Authority and the City shall only make such other additions, deletions and revisions in the Official Statement which are approved by the Underwriters. The Authority and the City hereby authorize the use and distribution by the Underwriters of the Official Statement and any supplements or amendments thereto. The Authority and the City hereby acknowledge that the Official Statement may be made available to investors in electronic form.
In order to assist the Underwriters in complying with the Rule 15c2-12, the City will deliver to the Underwriters on the Closing Date (as defined below) an executed copy of its Continuing Disclosure Certificate (the “Continuing Disclosure Certificate”) in the form contained in Appendix E to the Official Statement, pursuant to which the City undertakes to provide annual reports and notices of certain events as described in the Continuing Disclosure Certificate.
The Authority and the City hereby authorize the use by the Underwriters of the Official Statement and the forms or copies of the Trust Agreement, the Installment Purchase Contract and the Continuing Disclosure Certificate in connection with the public offering and sale of the 2026 Bonds. The Trust Agreement, the Installment Purchase Contract, the Continuing Disclosure Certificate and this Contract of Purchase are sometimes collectively referred to herein as the “Legal Documents.”
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3. Public Offering; Establishment of Issue Price.
(a) The Underwriters agree to make a bona fide public offering of the 2026 Bonds at the initial offering prices set forth in the Official Statement, which prices may be changed from time to time by the Underwriters after such offering.
(b) The Representative, on behalf of the Underwriters, agrees to assist the Authority in establishing the issue price of the 2026 Bonds and shall execute and deliver to the Authority at Closing an “issue price” or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit C, with such modifications to such certificate as may be deemed appropriate or necessary, in the reasonable judgment of the Representative, the Authority and Bond Counsel (as defined herein), to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of the 2026 Bonds.
(c) Except as otherwise set forth in Schedule 1 to Exhibit C attached hereto, the Authority will treat the first price at which 10% of each maturity of the 2026 Bonds (the “10% test”), identified under the column “General Rule Maturity” in Schedule 1 to Exhibit C, is sold to the public as the issue price of that maturity. At or promptly after the execution of this Contract of Purchase, the Representative shall report to the Authority the price or prices at which the Underwriters have sold to the public each maturity of the 2026 Bonds. For purposes of this Section, for 2026 Bonds maturing on the same date but having different interest rates, each separate CUSIP number for such 2026 Bonds within that maturity is subject to the 10% test or subsection (d) below, as the case may be, as if such separate CUSIP number were a separate maturity. [{If applicable add:} As shown on Schedule 1 to Exhibit C, all of the maturities are 10% test maturities.]
(d) The Representative confirms that the Underwriters have offered the 2026 Bonds to the public on or before the date of this Contract of Purchase at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in Schedule 1 to Exhibit C. Schedule 1 to Exhibit C hereto sets forth, identified under the column “Hold-theOffering Price Maturity,” as of the date of this Contract of Purchase, the maturities, if any, of the 2026 Bonds for which the 10% test has not been satisfied and for which the Authority and the Underwriters agree that the restrictions set forth in the next sentence shall apply, which will allow the Authority to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the “hold-the-offering-price rule”). So long as the hold-the-offering-price rule remains applicable to any maturity of the 2026 Bonds, the Underwriters will neither offer nor sell unsold 2026 Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or (2) the date on which the Underwriters have sold at least 10% of that maturity of the 2026 Bonds to the public at a price that is no higher than the initial offering price to the public.
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The Representative shall promptly advise the Authority (or the Authority’s municipal advisor) when the Underwriters have sold 10% of that maturity of the 2026 Bonds to the public at a price that is no higher than the initial offering price to the public, if that occurs prior to the close of the fifth (5th) business day after the sale date. (e) The Representative confirms that:
(1) any agreement among underwriters, any selling group agreement and each third-party distribution agreement (to which the Representative is a party) relating to the initial sale of the 2026 Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter, each dealer who is a member of the selling group, and each broker-dealer that is a party to such third-party distribution agreement, as applicable, to (A)(i) report the prices at which it sells to the public the unsold 2026 Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all 2026 Bonds of that maturity allocated to it have been sold or it is notified by the Representative that the 10% test has been satisfied as to the 2026 Bonds of that maturity, provided that, the reporting obligation after the Closing Date may be at reasonable periodic intervals or otherwise upon request of the Representative, and (ii) to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the Representative and as set forth in the related pricing wires; (B) promptly notify the Representative of any sales of the 2026 Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the 2026 Bonds to the public (each such term being used as defined below); and (C) acknowledge that, unless otherwise advised by the Underwriters, dealer or broker-dealer, the Representative shall assume that each order submitted by the Underwriters, dealer or broker-dealer is a sale to the public; and (2) any agreement among underwriters or selling group agreement relating to the initial sale of the 2026 Bonds to the public, together with the related pricing wires, contains or will contain language obligating each Underwriter or dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the 2026 Bonds to the public to require each broker-dealer that is a party to such thirdparty distribution agreement to (A) report the prices at which it sells to the public the unsold 2026 Bonds of each maturity allocated to it, whether or not the Closing Date has occurred, until either all 2026 Bonds of that maturity allocated to it have been sold or it is notified by the Representative or such Underwriter or dealer that the 10% test has been satisfied as to the 2026 Bonds of that maturity, and (B) comply with the hold-theoffering-price rule, if applicable, if and for so long as directed by the Representative or the Underwriter or the dealer and as set forth in the related pricing wires. (f) The Authority acknowledges that, in making the representation set forth in this Section, the Representative will rely on, (i) in the event a selling group has been created in connection with the initial sale of the 2026 Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the hold-the-offering-price rule, as set forth in a selling group agreement and the related pricing wires, (ii) in the event that an Underwriter is a party to a third-party distribution agreement that was employed in connection with the initial sale of the 2026 Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the hold-the-offering-price rule, as set forth in the third-party
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distribution agreement and the related pricing wires and (iii) in the event that the hold-theoffering-price applies, the representation of each Underwriter as to their respective compliance with the requirements set forth in paragraph (d) above as set forth in a certificate to be executed and delivered by each such Underwriter substantially in the form of Attachment 3 to Exhibit C to the extent the hold-the-offering-price rule is applicable to any maturity of the 2026 Bonds. The Authority further acknowledges that each Underwriter shall be solely liable for its failure to comply with its agreement regarding the requirements for establishing issue price of the 2026 Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the 2026 Bonds, and that no Underwriter shall be liable for the failure of any other Underwriter, or of any dealer who is a member of a selling group, or of any broker-dealer that is a party to a third-party distribution agreement, to comply with its corresponding agreement to comply with the requirements for establishing issue price of the 2026 Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the 2026 Bonds.
(g) The Underwriters acknowledge that sales of any 2026 Bonds to any person that is a related party to an underwriter participating in the initial sale of the 2026 Bonds to the public (each term being used as defined below) shall not constitute sales to the public for purposes of this Section.
(1) “public” means any person other than an underwriter or a related party; (2) “underwriter” means (A) any person that agrees pursuant to a written contract with the Authority (or with the lead Underwriter to form an underwriting syndicate) to participate in the initial sale of the 2026 Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the 2026 Bonds to the public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the 2026 Bonds to the public); (3) a purchaser of any of the 2026 Bonds is a “related party” to an underwriter if such underwriter and the purchaser are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and (4) “sale date” means the date of execution of this Contract of Purchase by all parties.
4. Closing. At 8:30 A.M., California time, on [CLOSING DATE], 2026, or at such other time or on such other business day as shall have been mutually agreed upon by the Authority, the City and the Representative (the “Closing Date”), the Authority, subject to the terms and conditions hereof, will cause the sale and delivery of the 2026 Bonds to the
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Underwriters and, the parties will deliver or cause to be delivered the other documents mentioned herein. Upon satisfaction of the conditions herein specified, the Underwriters will accept the delivery of the 2026 Bonds and pay the purchase price of the 2026 Bonds as set forth in Section 1 hereof in immediately available funds (such delivery and payment being herein referred to as the “Closing”). Sale, delivery and payment as aforesaid shall be made at the offices of Jones Hall LLP (“Bond Counsel”), San Francisco, California 94108 or at such other place as shall have been mutually agreed upon by the Authority, the City and the Representative. The 2026 Bonds shall be delivered to the Underwriters by fast automated securities transfer (FAST) through the book-entry system of The Depository Trust Company (“DTC”). The 2026 Bonds shall be made available to the Underwriters at least one (1) business day before the Closing Date for purposes of inspection.
5. Representations, Warranties and Agreements of the City. The City hereby represents, warrants and covenants to the Underwriters that:
(a) The City is duly existing as a charter city and a municipal corporation organized under the Constitution and laws of the State of California. (b) The City has, and at the Closing Date will have, (i) full legal right, power and authority to adopt the City Resolution and to enter into the Installment Purchase Contract, the Continuing Disclosure Certificate and this Contract of Purchase (collectively, the “City Documents”), and to execute and deliver the Official Statement; (ii) duly authorized and approved the execution and delivery of the City Documents and the performance of its obligations contained herein and therein; (iii) duly authorized the consummation by it of all transactions contemplated by the City Documents and the Official Statement, all in accordance with applicable law, and the City is and will be in compliance with the provisions thereof in all material respects. The City has executed and delivered, or will execute and deliver on or before the Closing Date, each of the City Documents. Each of the City Documents constitutes, or will, as of the Closing Date, constitute, a legal, valid and binding obligation of the City enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency or other laws affecting creditors’ rights or remedies heretofore or hereafter enacted. Each of the City Documents has been executed and delivered, or will be executed and delivered on or before the Closing Date, by each respective signatory and is currently in full force and effect or, as of the Closing Date, will be in full force and effect.
(c) The City Resolution approving and authorizing the execution and delivery by the City of the City Documents was duly adopted at a meeting of the City Council of the City called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and is in full force and effect and has not been amended or repealed.
(d) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter that are required for the due authorization by or that would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by the City of its obligations under the City Documents or in connection with the issuance of the 2026 Bonds under the Trust Agreement have been duly obtained, except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in
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connection with the offering and sale of the 2026 Bonds; and, except as described in or contemplated by the Preliminary Official Statement and the Official Statement, all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, board, agency or commission having jurisdiction of the matter that are required for the due authorization by or that would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by the City of its obligations under the City Documents or in connection with the 2026 Bonds have been duly obtained. (e) The City is not in any material respect in breach of or default under any constitutional provision, law or administrative regulation of the State or of the United States or any agency or instrumentality of either, or of any other governmental agency, or any Material Judgment or Agreement (as defined below), and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a default or event of default under any Material Judgment or Agreement; and the execution and delivery of the City Documents and the 2026 Bonds and the performance of its obligations contained in the City Documents do not and will not in any material respect conflict with or constitute a breach of or default under any such constitutional provision, law or administrative regulation of the State or of the United States or any agency or instrumentality of either, or of any other governmental agency, or any Material Judgment or Agreement, nor will any such execution, delivery or performance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the City or under the terms of any such law, administrative regulation or Material Judgment or Agreement. As used herein, the term “Material Judgment or Agreement” means any judgment or decree or any loan agreement, indenture, bond, note or resolution or any material agreement or other instrument to which the City is a party or to which the City or any of its property or assets is otherwise subject (including, without limitation, the Act, the City Resolution and the City Documents).
(f) Except as disclosed in the Preliminary Official Statement and the Official Statement, no litigation, proceeding or official investigation of any governmental or judicial body is pending against the City or against any other party of which the City has notice of, or, to the knowledge of the City, is threatened against the City (i) in any way questioning the corporate existence of the City or the titles of the officers of the City to their respective offices; (ii) seeking to restrain or enjoin the issuance of the 2026 Bonds, or the collection of revenues pledged or to be pledged to pay the 2026 Payments, or in any way contesting or affecting the validity of the 2026 Bonds, the Trust Agreement or any of the City Documents or the collection of said revenues, or the pledge thereof, or contesting the powers of the City in connection with the issuance of the 2026 Bonds, or the execution and delivery of any of the City Documents or the performance of its obligations contained therein or with respect thereto or contesting the taxexempt status of interest on the 2026 Bonds for federal or State of California income tax purposes; (iii) which would be likely to result in any material adverse change in the business, properties, assets or financial condition of the City relating to the Electric System or to have a material adverse effect on the ability of the City to meet its obligations under any of the City Documents; or (iv) asserting that the Preliminary Official Statement or the Official Statement contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
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(g) The 2026 Bonds, the Legal Documents and the other documents described in the Preliminary Official Statement and the Official Statement conform in all material respects to the descriptions thereof contained in the Preliminary Official Statement and the Official Statement. (h) The City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriters as the Underwriters may reasonably request in order (i) to qualify the 2026 Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriters may designate and (ii) to determine the eligibility of the 2026 Bonds for investment under the laws of such states and other jurisdictions and will use its best efforts to continue such qualifications in effect so long as required for the distribution of the 2026 Bonds; provided, however, that the City shall not be required to qualify to do business or consent to service of process in connection with any such qualification or determination in any jurisdiction. (i) As of the date thereof and as of the date hereof, the Preliminary Official Statement did not and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that no representation is made as to any information included in the Preliminary Official Statement relating to DTC and its book-entry only system.
(j) As of the date thereof and at all times subsequent thereto to and including the date which is 25 days following the End of the Underwriting Period (as such term is hereinafter defined) for the 2026 Bonds, the Official Statement did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that no representation is made as to any information included in the Official Statement relating to DTC and its book-entry only system. “End of the Underwriting Period” shall mean the later of: (i) the Closing Date or (ii) the date the Underwriters do not retain, directly or as a member of an underwriting syndicate, an unsold balance of the securities for sale to the public.
(k) If between the date of this Contract of Purchase and the date which is 25 days following the End of the Underwriting Period (as defined below) any event shall occur which might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the City shall notify the Underwriters, and if in the opinion of the City, the Underwriters or their respective counsel, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the City will, at its expense, supplement or amend the Official Statement in a form and in a manner approved by the Representative. For the purposes of this paragraph (k), between the date of the Official Statement and the date which is 25 days following the End of the Underwriting Period, the City will furnish such information with respect to itself as the Underwriters may from time to time reasonably request.
(l) If the Official Statement is supplemented or amended pursuant to paragraph (k) of this Section 5, at the time of each supplement or amendment thereto and (unless subsequently
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again supplemented or amended pursuant to such subparagraph) at all times subsequent thereto up to and including the date which is 25 days following the End of the Underwriting Period, the Official Statement so supplemented or amended will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make such information therein, in the light of the circumstances under which it was presented, not misleading.
(m) After the Closing, the City will not participate in the issuance of any amendment of or supplement to the Official Statement to which, after being furnished with a copy, the Underwriters reasonably shall object in writing or that shall be disapproved by counsel for the Underwriters.
(n) Between the date hereof and the Closing Date, the City shall not, without the prior written consent of the Underwriters, offer or issue in any material amount any bonds, notes or other obligations for borrowed money, or incur any material liabilities, direct or contingent, except in the course of normal business operations of the City or except for such borrowings as may be described in or contemplated by the Preliminary Official Statement and the Official Statement.
(o) The financial statements of the City as of June 30, [2024][2025] fairly represent the receipts, expenditures, assets, liabilities and cash balances of such amounts and, insofar as presented, other funds of the City as of the dates and for the periods therein set forth; such financial statements of the City have been prepared in accordance with generally accepted accounting principles applicable to governmental entities consistently applied; except as noted in the Preliminary Official Statement and in the Official Statement, the other historical financial information regarding the revenues, operating expenses and net income of the Electric System set forth in the Preliminary Official Statement and in the Official Statement has been presented on a basis consistent with that of the City’s audited financial statements included in the Preliminary Official Statement and in the Official Statement. Except as disclosed in the Preliminary Official Statement and the Official Statement or otherwise disclosed in writing to the Underwriters, there has not been any materially adverse change in the financial condition of the City or in its Electric System operations since June 30, [2024][2025] and there has been no occurrence, circumstance or combination thereof which is reasonably expected to result in any such materially adverse change.
(p) The City agrees, pursuant to the Continuing Disclosure Certificate, to provide or cause to be provided to the MSRB certain annual financial information and operating data and agrees to provide, or cause to be provided, to the MSRB in a timely manner notice of certain specified events respecting the 2026 Bonds. These agreements have been made in order to assist the Underwriters in complying with the Rule.
(q) Except as disclosed in the Preliminary Official Statement and the Official Statement, the City has not failed to comply with any of its undertakings to provide continuing disclosure pursuant to Rule 15c2-12.
(r) Any certificate signed by any official or other representative of the City and delivered to the Underwriters pursuant to this Contract of Purchase shall be deemed a
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representation and warranty by the City to the Underwriters as to the truth of the statements therein made.
All representations, warranties and agreements of the City in this Contract of Purchase shall remain operative and in full force and effect, regardless of any investigations made by the Underwriters or on the Underwriters’ behalf, and shall survive delivery of the 2026 Bonds.
6. Representations, Warranties and Agreements of the Authority. The Authority hereby represents, warrants and covenants to the Underwriters that:
(a) The Authority is duly existing as a joint powers agency of the State of California organized and operating pursuant to the laws of the State of California. (b) The Authority has, and at the Closing Date will have, (i) full legal right, power and authority to issue, sell and deliver the 2026 Bonds, to adopt the Authority Resolution, to execute, deliver and perform its obligations under the Trust Agreement, the Installment Purchase Contract and this Contract of Purchase (collectively, the “Authority Documents”), and to execute and deliver the Official Statement; (ii) duly authorized and approved the issuance of the 2026 Bonds, the execution and delivery of the Authority Documents and the performance of its obligations contained herein and therein; (iii) duly authorized the consummation by it of all transactions contemplated by the Authority Documents and the Official Statement, all in accordance with applicable law, and the Authority is and will be in compliance with the provisions thereof in all material respects. The Authority has executed and delivered, or will execute and deliver on or before the Closing Date, each of the Authority Documents. Each of the Authority Documents constitutes, or will, as of the Closing Date, constitute, a legal, valid and binding obligation of the Authority enforceable in accordance with its terms, subject to any applicable bankruptcy, insolvency or other laws affecting creditors’ rights or remedies heretofore or hereafter enacted. Each of the Authority Documents has been executed and delivered, or will be executed and delivered on or before the Closing Date, by each respective signatory and is currently in full force and effect or, as of the Closing Date, will be in full force and effect. The 2026 Bonds, when duly issued and authenticated in accordance with the Trust Agreement and delivered to the Underwriters as provided herein, will be validly issued and outstanding obligations of the Authority, entitled to the benefits of the Trust Agreement and payable from the sources therein specified.
(c) The Authority Resolution approving and authorizing the execution and delivery by the Authority Documents was duly adopted at a meeting of the Board of Directors of the Authority called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and is in full force and effect and has not been amended or repealed.
(d) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter that are required for the due authorization by or that would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by the Authority of its obligations under the Authority Documents or in connection with the issuance of the 2026 Bonds under the Trust Agreement have been duly obtained, except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any
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state in connection with the offering and sale of the 2026 Bonds; and, except as described in or contemplated by the Preliminary Official Statement and the Official Statement, all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, board, agency or commission having jurisdiction of the matter that are required for the due authorization by or that would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by the Authority of its obligations under the Authority Documents or in connection with the 2026 Bonds have been duly obtained. (e) The Authority is not in any material respect in breach of or default under any constitutional provision, law or administrative regulation of the State or of the United States or any agency or instrumentality of either, or of any other governmental agency, or any Material Judgment or Agreement (as defined below), and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute a default or event of default under any Material Judgment or Agreement; and the execution and delivery of the Authority Documents and the 2026 Bonds and the performance of its obligations contained in the Authority Documents do not and will not in any material respect conflict with or constitute a breach of or default under any such constitutional provision, law or administrative regulation of the State or of the United States or any agency or instrumentality of either, or of any other governmental agency, or any Material Judgment or Agreement, nor will any such execution, delivery or performance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Authority or under the terms of any such law, administrative regulation or Material Judgment or Agreement. As used herein, the term “Material Judgment or Agreement” means any judgment or decree or any loan agreement, indenture, bond, note or resolution or any material agreement or other instrument to which the Authority is a party or to which the Authority or any of its property or assets is otherwise subject (including, without limitation, the Act, the Authority Resolution and the Authority Documents).
(f) Except as disclosed in the Preliminary Official Statement and the Official Statement, no litigation, proceeding or official investigation of any governmental or judicial body is pending against the Authority or against any other party of which the Authority has notice or, to the knowledge of the Authority, threatened against the Authority (i) in any way questioning the corporate existence of the Authority or the titles of the officers of the Authority to their respective offices; (ii) seeking to restrain or enjoin the issuance of the 2026 Bonds, or the collection of Revenues pledged or to be pledged to pay the 2026 Bonds, or in any way contesting or affecting the validity of the 2026 Bonds, the Trust Agreement or any of the other Authority Documents or the collection of said Revenues, or the pledge thereof, or contesting the powers of the Authority for the issuance, and execution and delivery of the 2026 Bonds, the execution and delivery of the Authority Documents or the performance of its obligations contained therein or with respect thereto or contesting the tax-exempt status of interest on the 2026 Bonds for federal or State of California income tax purposes; (iii) which would be likely to result in any material adverse change in the business, properties, assets or financial condition of the Authority or to have a material adverse effect on the ability of the Authority to meet its obligations under any of the Authority Documents; or (iv) asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
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(g) The Installment Purchase Contract, the 2026 Bonds, the Trust Agreement and the other documents described in the Preliminary Official Statement and the Official Statement conform in all material respects to the descriptions thereof contained in the Preliminary Official Statement and the Official Statement.
(h) The Authority will furnish such information, execute such instruments and take such other action in cooperation with the Underwriters as the Underwriters may reasonably request in order (i) to qualify the 2026 Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriters may designate and (ii) to determine the eligibility of the 2026 Bonds for investment under the laws of such states and other jurisdictions and will use its best efforts to continue such qualifications in effect so long as required for the distribution of the 2026 Bonds; provided, however, that the Authority shall not be required to qualify to do business or consent to service of process in connection with any such qualification or determination in any jurisdiction. (i) As of the date thereof and as of the date hereof, the Preliminary Official Statement did not and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that no representation is made as to any information included in the Preliminary Official Statement relating to DTC and its book-entry only system.
(j) As of the date thereof and at all times subsequent thereto to and including the date which is 25 days following the End of the Underwriting Period (as such term is hereinafter defined) for the 2026 Bonds, the Official Statement did not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; except that no representation is made as to any information included in the Official Statement relating to DTC and its book-entry only system. “End of the Underwriting Period” shall mean the later of: (i) the Closing Date or (ii) the date the Underwriters do not retain, directly or as a member of an underwriting syndicate, an unsold balance of the securities for sale to the public.
(k) If between the date of this Contract of Purchase and the date which is 25 days following the End of the Underwriting Period (as defined below) any event shall occur which might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Authority shall notify the Underwriters, and if in the opinion of the Authority, the Underwriters or their respective counsel, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Authority will, at its expense, supplement or amend the Official Statement in a form and in a manner approved by the Representative. For the purposes of this paragraph (k), between the date of the Official Statement and the date which is 25 days following the End of the Underwriting Period, the Authority will furnish such information with respect to itself as the Underwriters may from time to time reasonably request.
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(l) If the Official Statement is supplemented or amended pursuant to paragraph (k) of this Section 6, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such subparagraph) at all times subsequent thereto up to and including the date which is 25 days following the End of the Underwriting Period, the Official Statement so supplemented or amended will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make such information therein, in the light of the circumstances under which it was presented, not misleading.
(m) After the Closing, the Authority will not participate in the issuance of any amendment of or supplement to the Official Statement to which, after being furnished with a copy, the Underwriters reasonably shall object in writing or that shall be disapproved by counsel for the Underwriters.
(n) Between the date hereof and the Closing Date, the Authority shall not, without the prior written consent of the Underwriters, offer or issue in any material amount any bonds, notes or other obligations for borrowed money, or incur any material liabilities, direct or contingent, except in the course of normal business operations of the Authority or except for such borrowings as may be described in or contemplated by the Preliminary Official Statement and the Official Statement.
(o) Any certificate signed by any official or other representative of the Authority and delivered to the Authority pursuant to this Contract of Purchase shall be deemed a representation and warranty by the Authority to the Underwriters as to the truth of the statements therein made.
All representations, warranties and agreements of the Authority in this Contract of Purchase shall remain operative and in full force and effect, regardless of any investigations made by the Underwriters or on the Underwriters’ behalf, and shall survive delivery of the 2026 Bonds.
7. Closing Conditions. The Underwriters have entered into this Contract of Purchase in reliance upon the representations, warranties and covenants of the Authority and the City contained herein and the performance by the Authority and the City of their respective obligations hereunder, both as of the date hereof and as of the Closing Date. The Underwriters’ obligations under this Contract of Purchase are and shall be subject to the following further conditions:
(a) The representations of the City and the Authority contained herein shall be true and correct at the date hereof and at and as of the Closing, as if made at and as of the Closing, and the statements made in all certificates and other documents delivered to the Underwriters at the Closing pursuant hereto shall be true, complete and correct at the Closing; the City and the Authority shall be in compliance with each of the agreements made by each of them in this Contract of Purchase (unless such agreements are waived by the Underwriters); and there shall not have occurred any change in or particularly affecting the City or the Authority, the Act, the Authorizing Resolutions, the Legal Documents or the financial position, results of operations, financial condition or prospects of the City which in the reasonable judgment of the Underwriters may result in any material adverse change in the business, properties, assets or the financial condition of the City or the Electric System or which may have a material adverse effect on the
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ability of the City to meet its obligations under the Installment Purchase Contract or materially impairs the investment quality of the 2026 Bonds.
(b) At the Closing Date, the Authorizing Resolutions and each of the Legal Documents, all as described in the Official Statement, shall be in full force and effect, as valid and binding agreements between the various parties thereto and the Legal Documents and the Official Statement and shall not have been amended, modified or supplemented (except as may be agreed to in writing by the Representative) and necessary official action of the Authority and City relating to the Legal Documents and the Official Statement shall have been taken; the ratings quoted in the Official Statement shall be in effect; the Authority shall have delivered to the Underwriters the Official Statement by the time, and in the form and quantity, required by Section 2 of this Contract of Purchase, and the City and the Authority shall perform or have performed their obligations required under or specified in the City Documents and the Authority Documents, respectively, or in the Official Statement, to be performed at or prior to the Closing Date; and there shall be in full force and effect such resolutions as, in the opinion of Bond Counsel, shall be necessary in connection with the transactions contemplated hereby. (c) At the time of the Closing, the Official Statement (as amended and supplemented in accordance with the terms hereof) shall be true and correct in all material respects, and shall not contain any untrue statement or a material fact or omit any statement or information necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
(d) No decision, ruling or finding shall have been entered by any court or legislative body or governmental official, department, commission, board, bureau, agency, instrumentality, body or public benefit corporation, since the date of this Contract of Purchase (and not reversed on appeal or otherwise set aside) which has any of the effects described in Sections 5(f) or 6(f) hereof.
(e) Between the date hereof and the Closing Date, the Underwriters may terminate this Contract of Purchase (evidenced by a written notice to the Authority and the City terminating the obligation of the Underwriters to accept delivery of and make any payment for the 2026 Bonds), if, in the judgment of the Underwriters, any of the following shall occur:
(i) an amendment to the Constitution of the United States or the State of California or any legislation (A) enacted by the Congress of the United States or the legislature of the State of California, (B) recommended to the Congress or otherwise endorsed for passage, by press release, other form of notice or otherwise, by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, (C) presented as an option for consideration by either such Committee by the staff of such Committee or by the staff of the Joint Committee on Taxation of the United States Congress or (D) favorably reported for passage to either House of the Congress by any Committee of such House or by a Conference Committee of both Houses to which such legislation has been referred for consideration, or by any decision of any court of the United States or of the State of California or by any ruling or regulation (final, temporary or proposed) on behalf of the Treasury Department of the
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United States, the Internal Revenue Service or any other authority of the United States or State of California or by any comparable legislative, judicial or administrative development affecting the federal or State of California tax status of the Authority or the City, its property or income, or the interest on its bonds or other obligations of the general character of the 2026 Bonds (including the 2026 Bonds) which materially adversely affects the market price or marketability of the 2026 Bonds or the ability of the Underwriters to enforce contracts for the sale, at the contemplated offering prices (or yields) of the 2026 Bonds;
(ii) legislation enacted, introduced in the Congress or recommended for passage by the President of the United States, or a decision rendered by a court established under Article III of the Constitution of the United States or by the Tax Court of the United States, or an order, ruling, regulation (final, temporary or proposed) or official statement issued or made by or on behalf of the Securities and Exchange Commission or by any other governmental agency having jurisdiction of the subject matter to the effect that obligations of the general character of the 2026 Bonds, including any or all underlying arrangements, are not exempt from registration under the Securities Act of 1933, as amended, or that the Trust Agreement is not exempt from qualification under the Trust Indenture Act of 1939, as amended;
(iii) the declaration of war or any outbreak or escalation of hostilities or acts of terrorism involving the United States, or the occurrence or escalation of any other national or international emergency or calamity (including a public health emergency), or any other crisis or event relating to the effective operation of the government of, or the financial markets in, the United States or elsewhere, which materially adversely affects the market price or marketability of the 2026 Bonds or the ability of the Underwriters to enforce contracts for the sale, at the contemplated offering prices (or yields) of the 2026 Bonds;
(iv) the declaration of a general banking moratorium by federal, New York or California authorities or the general suspension of trading on any national securities exchange, or minimum or maximum prices for trading or maximum ranges for prices for securities shall be in force on any such exchange, which materially adversely affects the market price or marketability of the 2026 Bonds or the ability of the Underwriters to enforce contracts for the sale, at the contemplated offering prices (or yields) of the 2026 Bonds;
(v) the imposition by the New York Stock Exchange or other national securities exchange or any governmental authority of any material restrictions not now in force with respect to the 2026 Bonds or obligations of the general character of the 2026 Bonds or securities generally or the material increase of any such restrictions now in force, including those relating to the extension of credit by, or the charge to the net capital requirements of, the Underwriters which materially adversely affects the market price or marketability of the 2026 Bonds or the ability of the Underwriters to enforce contracts for the sale, at the contemplated offering prices (or yields) of the 2026 Bonds; (vi) an order, decree or injunction of any court of competent jurisdiction or order, ruling, regulation or official statement by the Securities and Exchange Commission
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or any other governmental agency having jurisdiction of the subject matter issued or made to the effect that the issuance, offering or sale of obligations of the general character of the 2026 Bonds or the execution, offering or sale of the 2026 Bonds or any of the Legal Documents, including any or all underlying obligations, as contemplated hereby or by the Official Statement, is or would be in violation of any applicable law, rule or regulation, including (without limitation) any provision of applicable federal securities laws, including the 1933 Act, the Securities Exchange Act of 1934 or the Trust Indenture Act, as amended and then in effect;
(vii) Any litigation shall be instituted or be pending at the time of the Closing to restrain or enjoin the issuance, sale or delivery of the 2026 Bonds, or in any way contesting or affecting any authority for or the validity of the proceedings authorizing and approving the Act, the Authorizing Resolutions, the Legal Documents or the existence or powers of the Authority and/or City with respect to its obligations under the Legal Documents;
(viii) a material disruption in commercial banking, payment or securities settlement or clearance services in the United States or the State, or a material disruption or deterioration in the fixed income or municipal securities market, shall have occurred which materially adversely affects the market price or marketability of the 2026 Bonds or the ability of the Underwriters to enforce contracts for the sale, at the contemplated offering prices (or yields) of the 2026 Bonds;
(ix) any change in or particularly affecting the City or the Authority, the Act, the Authorizing Resolutions, the Legal Documents or the Revenues as the foregoing matters are described in the Official Statement, which in the reasonable professional judgment of the Underwriters materially impairs the investment quality of the 2026 Bonds;
(x) the withdrawal, downgrading or placement on negative watch of any rating of the 2026 Bonds or any underlying or unenhanced rating of any obligations payable on parity with the 2026 Bonds or the Electric System by a national rating agency; or
(xi) (A) prior to the delivery of the Official Statement to the Underwriters, any event or circumstance occurs or information becomes known which, in the professional judgment of the Underwriters, makes untrue as of the time of such event or circumstance or information becoming known any statement of a material fact set forth in the Preliminary Official Statement as “deemed final” (as defined in Rule 15c2-12), or results in an omission to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and, in either such event, (1) the Authority or the City refuses to permit the deemed final Preliminary Official Statement to be supplemented to supply such statement or information or (2) the effect of the deemed final Preliminary Official Statement as so supplemented is, in the reasonable judgment of the Underwriters, to materially adversely affect the market price or marketability of the 2026 Bonds or the ability of the Underwriters to enforce contracts for the sale, at the contemplated offering prices (or yields) of the 2026 Bonds; or (B) any event or circumstance occurs or information becomes known which, in the professional
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judgment of the Underwriters, makes untrue as of the time of such event or circumstance or information becoming known any statement of a material fact set forth in the Official Statement, or results in an omission to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and, in either such event, (a) the Authority or the City refuses to permit the Official Statement to be supplemented to supply such statement or information or (b) the effect of the Official Statement as so supplemented is, in the reasonable judgment of the Underwriters, to materially adversely affect the market price or marketability of the 2026 Bonds or the ability of the Underwriters to enforce contracts for the sale, at the contemplated offering prices (or yields) of the 2026 Bonds; (f) At or prior to the Closing Date, the Underwriters shall receive the following documents:
(i) The Official Statement and each supplement or amendment, if any, thereto executed on behalf of the Authority and the City by a duly authorized officer of the Authority and the City, respectively;
(ii) Copies of each of the City Documents and each of the Authority Documents, duly executed and delivered by the respective parties thereto; (iii) The approving opinion of Jones Hall LLP, Bond Counsel to the Authority, dated the Closing Date, substantially in the form attached to the Official Statement, together with a reliance letter to the Underwriters;
(iv) The supplemental opinion of Jones Hall LLP, Bond Counsel and Disclosure Counsel, in form and substance satisfactory to the Underwriters and Underwriters’ Counsel, addressed to the Underwriters, substantially in the form attached hereto as Exhibit A;
(v) The opinion of the City Attorney in form and substance satisfactory to the Underwriters and Underwriters’ Counsel dated the Closing Date, addressed to the Underwriters, substantially in the form attached hereto as Exhibit B; (vi) The opinion of Stradling Yocca Carlson & Rauth LLP, Underwriters’ Counsel, dated the Closing Date, in form and substance satisfactory to the Underwriters; (vii) The opinion of counsel to the Authority, dated the Closing Date, in form, and substance satisfactory to the Underwriters, addressed to the City and the Underwriters, to the effect that:
(1) the Authority is a joint exercise of powers agency duly organized, validly existing and in good standing under the laws of the State of California; (2) the Authority Resolution approving and authorizing the execution and delivery of the Authority Documents was duly adopted at a meeting of the Board of Directors of the Authority which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and
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acting through, and the Authority Resolution is in full force and effect and has not been modified, amended or rescinded as of the Closing Date; (3) the Authority has full legal power and authority to issue the 2026 Bonds, to execute and deliver the Authority Documents and to own its properties and to carry on its business as then conducted;
(4) the Authority Documents have been duly authorized, executed and delivered by the Authority and constitute legal, valid and binding agreements of the Authority, enforceable in accordance with their terms, subject to bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally and the application of equitable principles if equitable remedies are sought; (5) no consent, approval, authorization or order of any court or governmental body is required for the consummation by the Authority of the transactions contemplated by the Official Statement, except such as have been obtained and except such as may be required under state securities or blue sky laws in connection with the purchase and distribution of the 2026 Bonds by the Underwriters;
(6) there are no legal or governmental proceedings pending or, to the best knowledge of such counsel, threatened against the Authority: (i) to restrain or enjoin the issuance of the 2026 Bonds, (ii) in any way contesting or affecting the validity of the 2026 Bonds or the Legal Documents, (iii) contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement; or (iv) which are otherwise required to be disclosed in the Preliminary Official Statement or the Official Statement, other than those disclosed therein; and
(7) the execution and delivery of the Authority Documents by the Authority, and performance by the Authority of its obligations thereunder, will not conflict with or result in a breach of any of the terms, conditions or provisions of any agreement or instrument to which the Authority is a party or by which it is bound or constitute a default thereunder, and all consents, approvals, authorizations and orders of a governmental or regulatory authority, if any, which are required to be obtained by the Authority for the consummation of the transactions contemplated thereby or as conditions precedent to the execution and delivery of the 2026 Bonds have been obtained (provided no opinion need be expressed as to any action required under state securities or blue sky laws in connection with the purchase of distribution of the 2026 Bonds by the Underwriters);
(8) without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Preliminary Official Statement or the Official Statement and based upon the information made available to such counsel in the course of their participation in the preparation of the Preliminary Official Statement and the Official Statement as counsel to the Authority, nothing has come to the attention of such counsel which would cause
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such counsel to believe that (i) the Preliminary Official Statement (excluding therefrom the information concerning DTC and the book-entry system and the financial statements and the statistical data included in the Preliminary Official Statement, as to which no opinion is expressed), as of its date and as of the date of the Contract of Purchase, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (ii) the Official Statement (excluding therefrom the information concerning DTC and the book-entry system and the financial statements and the statistical data included in the Official Statement, as to which no opinion is expressed), as of the date thereof and as of the Closing Date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (9) the assignment of rights by the Authority to the Trustee pursuant to the Trust Agreement is effective to grant to the Trustee all of the rights granted thereby (including the right to receive payments paid by the City under the Installment Purchase Contract free and clear of any lien or security interest or other claim of any third party or entity claiming by or through the Authority other than as set forth in the Official Statement);
(viii) The opinion of counsel to the Trustee, dated the Closing Date, addressed to the Underwriters, to the effect that:
(1) the Trustee is and will be as of the Closing Date a national banking association, duly organized and validly existing under the laws of the United States of America, having full power to execute and deliver the Trust Agreement as Trustee and to enter into, accept and administer the trust created thereunder and to authenticate the 2026 Bonds; and
(2) the 2026 Bonds have been duly authenticated by the Trustee and the Trust Agreement has been duly authorized, executed and delivered by the Trustee, and the Trust Agreement constitutes the valid and binding obligation of the Trustee, enforceable in accordance with its terms;
(ix) A certificate, dated the Closing Date, of the City executed by its City Manager, Chief Financial Officer or other appropriate official, to the effect that (A) with respect to the Preliminary Official Statement, as of the date thereof and as of the date of the Contract of Purchase, and with respect to the Official Statement, as of its date and as of the Closing Date, (i) the descriptions and statements of or pertaining to the City and the Electric System contained in the Preliminary Official Statement and the Official Statement were and are true and correct in all material respects; (ii) the Preliminary Official Statement and the Official Statement did not and does not contain an untrue statement of a material fact or omit any statement or information which is necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; and (iii) insofar as the descriptions and statements, including financial data, of or pertaining to other bodies and their activities contained in the
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Preliminary Official Statement and the Official Statement are concerned, such descriptions, statements and data have been obtained from sources which the City believes to be reliable and the City has no reason to believe that they are untrue in any material respect (no representation being made as to DTC and its book-entry only system); (B) the representations of the City in this Contract of Purchase are true and correct on and as of the Closing Date as if made on and as of the Closing Date, and the City has complied with and performed all of its covenants and agreements in this Contract of Purchase to be complied with and performed at or prior to the Closing Date; and (C) each of the City Documents have been duly authorized, executed and delivered by the City and, assuming due authorization and execution thereof by the respective parties thereto, constitutes a legal, valid and binding agreement of the City enforceable in accordance with its terms, subject to laws relating to bankruptcy, insolvency or other laws affecting the enforcement of creditors’ rights generally and the application of equitable principles if equitable remedies are sought;
(x) A certificate dated the Closing Date, of the City Manager, Chief Financial Officer or other appropriate official of the City, and the City Attorney, to the effect that other than as described in the Preliminary Official Statement and the Official Statement, no litigation is pending (with the City having received service of process) or, to their knowledge, threatened in any court (i) in any way questioning the corporate existence of the City or the titles of the officers of the City to their respective offices; (ii) seeking to restrain or enjoin the issuance or delivery of the 2026 Bonds, or the collection of revenues pledged or to be pledged to pay the 2026 Payments; (iii) in any way contesting or affecting the validity of the 2026 Bonds, the Trust Agreement or any of the City Documents; (iv) in any way contesting or affecting the collection of said revenues or the pledge thereof, or contesting the powers of the City to cause the issuance of the 2026 Bonds and the performance of its obligations in connection therewith or the execution and delivery of the Trust Agreement or any of the City Documents and the performance of its obligations contained therein or with respect thereto; (v) which would be likely to result in any material adverse change in the business, properties, assets or the financial condition of the City or to have a material adverse effect on the ability of the City to meet its obligations under any of the City Documents or with respect to the 2026 Bonds, the Trust Agreement or the Installment Purchase Contract; or (vi) asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, which certificate shall be in form and substance acceptable to the Underwriters; (xi) A certificate of an authorized officer of the City, dated the Closing Date, confirming as of such date the representations, warranties and covenants of the City contained in this Contract of Purchase and stating that the City has complied with all of the terms and conditions of this Contract of Purchase required to be complied with by the City at or prior to the Closing Date;
(xii) A certificate dated the Closing Date, of an appropriate official of the Authority, and the City Attorney as general counsel to the Authority, to the effect that (A) other than as described in the Preliminary Official Statement and the Official Statement, no litigation is pending (with the Authority having received service of
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process) or, to their knowledge, threatened in any court (i) in any way questioning the corporate existence of the Authority or the titles of the officers of the Authority to their respective offices; (ii) seeking to restrain or enjoin the issuance or delivery of the 2026 Bonds, or the collection of Revenues pledged or to be pledged to pay the 2026 Bonds; (iii) in any way contesting or affecting the validity of the 2026 Bonds or any of the Authority Documents; (iv) in any way contesting or affecting the collection of said Revenues or the pledge thereof, or contesting the powers of the Authority to execute and issue the 2026 Bonds and the performance of its obligations contained therein or the execution and delivery of any of the Authority Documents and the performance of its obligations contained therein or with respect thereto; (v) which would be likely to result in any material adverse change in the business, properties, assets or the financial condition of the Authority or to have a material adverse effect on the ability of the Authority to meet its obligations under any of the Authority Documents or with respect to the 2026 Bonds; or (vi) asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, which certificate shall be in form and substance acceptable to the Underwriters; and (B) the representations of the Authority in this Contract of Purchase are true and correct on and as of the Closing Date as if made on and as of the Closing Date, and the Authority has complied with and performed all of its covenants and agreements in this Contract of Purchase to be complied with and performed at or prior to the Closing Date;
(xiii) A Certificate of the Trustee, dated the Closing Date to the effect that:
(1) the Trustee is duly organized and existing as a national banking association, duly organized and validly existing under the laws of the United States of America, having the full power and authority to enter into the Trust Agreement as Trustee and to authenticate the 2026 Bonds and perform its duties as Trustee pursuant to the Trust Agreement;
(2) the Trustee is duly authorized to enter into the Trust Agreement and the Trust Agreement have been duly executed and delivered by the Trustee, and when duly executed and delivered by the other parties thereto, the Trust Agreement will constitute the legal, valid and binding obligation of the Trustee enforceable in accordance with its terms;
(3) the Trustee is duly authorized to authenticate the 2026 Bonds, and the 2026 Bonds have been duly authenticated by the Trustee, in accordance with the terms of the Trust Agreement;
(4) no consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the Trustee that has not been obtained is or will be required for the execution and delivery of the Trust Agreement or the authentication of the 2026 Bonds by the Trustee, except as such may be required under the state securities or blue sky laws in connection with the distribution of the 2026 Bonds by the Underwriters;
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(5) the execution and delivery by the Trustee of the Trust Agreement, and compliance by the Trustee with the terms thereof will not conflict with, or result in a violation or breach of, or constitute a default under, any loan agreement, indenture bond, note, resolution or any other agreement or instrument to which the Trustee is a party or by which it is bound, or any law or any rule, regulation, order or decree of any court or governmental agency or body having jurisdiction over the Trustee or any of its activities or properties (except that no representation, warranty or agreement is made by the Trustee with respect to any federal or state securities or blue sky laws or regulations), or result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Trustee (except with respect to the lien of the Trust Agreement; and
(6) there is no action, suit, proceeding, inquiry or investigation at law or in equity, before or by any court or governmental agency, public board or body that has been served on the Trustee or, to the best knowledge of the Trustee which is threatened against the Trustee which would affect the existence of the Trustee, or seeking to prohibit, restrain or enjoin the execution and delivery of the Trust Agreement and the authentication of the 2026 Bonds by the Trustee, or in an way contesting or affecting the validity or enforceability of the 2026 Bonds or the Trust Agreement, or contesting the powers of the Trustee or its authority to enter into and perform its obligations under the Trust Agreement, wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated thereby or by this Contract of Purchase, or which, in any way, would adversely affect the validity of the 2026 Bonds, the Trust Agreement or any agreement or instrument to which the Trustee is a party and which is used or contemplated for use in the consummation of the transactions contemplated by the Trust Agreement or by this Contract of Purchase;
(xiv) Two certified copies of excerpts from the By-laws of the Trustee authorizing the execution and delivery of certain documents by certain officers and employees of the Trustee, which resolution authorizes the authentication of the 2026 Bonds and the execution and delivery of the Trust Agreement; (xv) A certified copy of the Joint Exercise of Powers Agreement establishing the Authority, and all amendments thereto, and related certificates issued by the Secretary of State;
(xvi) Two certified copies of City Resolution adopted by the City and certified by the City Clerk authorizing the execution and delivery of the City Documents; (xvii) Two copies of Authority Resolution adopted by the Authority and certified by the Secretary or Assistant Secretary of the Authority, authorizing the issuance of the 2026 Bonds and the execution and delivery of the Authority Documents; (xviii) A signature and incumbency certificate of the Authority and a certificate, dated the Closing Date and signed by an authorized officer of the Authority;
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(xix) A signature and incumbency certificate of the City and a certificate, dated the Closing Date and signed by an authorized officer of the City; (xx) A non-arbitrage certification by the Authority and the City in form and substance acceptable to Bond Counsel and a completed Form 8038-G of the Internal Revenue Service with respect to the 2026 Bonds;
(xxi) A copy of the Notice of Final Sale required to be delivered to the California Debt and Investment Advisory Commission pursuant to Section 8855 of the California Government Code;
(xxii) A copy of the Blanket Letter of Representations to DTC relating to the book-entry system for the 2026 Bonds;
(xxiii) evidence from [S&P Global Ratings] [and Fitch Ratings] that the ratings on the 2026 Bonds of “___” [and “___,” respectively], are in full force and effect on the Closing Date;
(xxiv) A copy of any Blue Sky Memorandum with respect to the 2026 Bonds, prepared by Underwriters’ Counsel; and
(xxv) Such additional legal opinions, certificates, instruments and other documents as the Underwriters or Bond Counsel may reasonably require to evidence the compliance by the Authority and the City with legal requirements, the accuracy as of the Closing Date of the representations contained herein and the due performance or satisfaction by the City and the Authority at or prior to such time of all agreements then to be performed and all conditions then to be satisfied by the City and the Authority pursuant to this Contract of Purchase.
If the Authority and/or the City shall be unable to satisfy the conditions to the Underwriters’ obligations contained in this Contract of Purchase or if the Underwriters’ obligations shall be terminated for any reason permitted by this Contract of Purchase, this Contract of Purchase may be cancelled by the Underwriters at or at any time before, the time of the Closing. Notice of such cancellation shall be given by the Representative to the Authority and/or City in writing, or by telephone confirmed in writing. The performance by the Authority and the City of any and all conditions contained in this Contract of Purchase for the benefit of the Underwriters may be waived by the Underwriters.
None of the City, the Authority or the Underwriters shall have any further obligation hereunder, nor any liability to any other party with respect to such termination.
8. Expenses. No expenses and costs of the Authority or the City incident to the performance of the obligations of the Authority or City in connection with the issuance and sale of the 2026 Bonds to the Underwriters shall be borne by the Underwriters. The Authority and the City shall pay or cause to be paid (which may include by reimbursement to the Underwriters) the expenses incident to the performance of their respective obligations hereunder including but not limited to (i) the cost of the preparation and printing or other reproduction (for distribution on or prior to the date hereof) of the Trust Agreement and the other documents mentioned herein; (ii) the fees and disbursements of PFM Financial Advisors LLC, Jones Hall LLP, and any other
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experts or consultants retained by the City; (iii) the costs and fees of the Trustee and its counsel; (iv) the fees of the credit rating agencies; (v) the cost of preparing and delivering the definitive 2026 Bonds; (vi) the cost of immediately available funds on the Closing Date; (vii) the cost of the printing or other reproduction of the Preliminary Official Statement and the Official Statement and any supplement thereto, including a reasonable number of certified or conformed copies thereof; and (viii) all expenses incurred on behalf of the Authority’s and the City’s employees which are directly related to the offering of the 2026 Bonds, including, but not limited to, meals, transportation and lodging of those employees.
The Underwriters shall pay all other expenses incurred by the Underwriters in connection with the 2026 Bonds (which may be included as an expense component of the Underwriters’ discount to be reimbursed by the Authority and the City), including (i) the cost of preparation of this Contract of Purchase and any Blue Sky Memorandum; (ii) the fees and disbursements of Stradling Yocca Carlson & Rauth LLP, Counsel to the Underwriters; (iii) all advertising expenses and blue sky filing fees and all other expenses incurred by the Underwriters in connection with the public offering and distribution of the 2026 Bonds; (iv) the fees to a third party for a continuing disclosure undertaking compliance review; (v) the fees payable to DTC, the California Debt and Investment Advisory Commission and the MSRB (if any) in connection with the 2026 Bonds; (vi) the fees associated with obtaining CUSIP numbers for the 2026 Bonds; and (vii) all other out-of-pocket expenses incurred by the Underwriters in connection with the 2026 Bonds and the public offering thereof. The Authority and the City hereby acknowledges that, notwithstanding that the fees of the California Debt and Investment Advisory Commission are solely the legal obligation of the Underwriters, the Authority and the City agree that such fees are to be reimbursed to the Underwriters as hereinabove provided.
9. Indemnification. To the extent permitted by law, the City agrees to indemnify and hold harmless the Underwriters, their respective directors, officers, employees and agents and each person, if any, who controls (as such term is defined in Section 15 of the Securities Act of 1933, as amended) such Underwriter (any such person being herein sometimes called an “Underwriter Indemnitee”) against any and all judgments, losses, claims, damages, liabilities, joint or several, and expenses (i) to which any such Underwriter Indemnitee may become subject under any statute or regulation at law or in equity or otherwise, insofar as such losses claims, damages or liabilities (or actions in respect thereof) arising out of any statement or information in the Preliminary Official Statement or in the Official Statement (excluding in both cases information contained under the caption “Underwriting”) that is or is alleged to be untrue or incorrect in any material respect or the omission or alleged omission therefrom of any statement or information that should be stated therein or that is necessary to make the statements therein not misleading in any material respect, and (ii) to the extent of the aggregate amount paid in settlement of any litigation commenced or threatened arising from a claim based upon any such untrue statement or omission if such settlement is effected with the written consent of the City; and will reimburse any legal or other expenses reasonably incurred by any such Underwriter Indemnitee in connection with investigating or defending any such loss, claim, damage, liability or action. This indemnity agreement shall not be construed as a limitation on any other liability which the City may otherwise have to any Underwriter Indemnitee. In case any claim shall be made or action brought against an Underwriter or any controlling person based upon the Preliminry Official Statement or the Official Statement for which indemnity may be sought against the City, as provided above, the Underwriter shall promptly notify the City in writing setting forth the particulars of such claim or action, and the City shall assume the defense
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thereof, including the retaining of counsel acceptable to the Underwriter and the payment of all expenses. The Underwriter or any such controlling person shall have the right to retain separate counsel in any such action and to participate in the defense thereof but shall bear the fees and expenses of such counsel unless (i) the City shall have specifically authorized the retaining of such counsel or (ii) the parties to such suit include any Underwriter or such controlling person or persons, and the City and the Underwriter or any such controlling person or persons have been advised by such counsel that one or more legal defenses may be available to it or them which may not be available to the City, in which case the City shall not be entitled to assume the defense of such suit notwithstanding its obligation to bear the fees and expenses of such counsel.
10. Attorneys’ Fees. In the event of a dispute arising under this Contract of Purchase, the prevailing party shall have the right to collect from the other party its reasonable costs and necessary disbursements and attorneys' fees incurred in enforcing this Contract of Purchase.
11. Notices. Any notice or other communication to be given to the Authority under this Contract of Purchase shall be given by delivering the same in writing to: Roseville Finance Authority, c/o City of Roseville, 311 Vernon Street, Roseville, California 95678, Attention:
Chief Financial Officer; and any notice or other communication to be given to the Underwriters under this Contract of Purchase may be given by delivering the same in writing to: Truist Securities, Inc., 9777 Wilshire Boulevard, Suite 700, Beverly Hills, California 90212, Attention:
Cameron Parks.
12. Parties in Interest. This Contract of Purchase, when accepted by the Authority and approved the City in writing as heretofore specified, shall constitute the entire agreement between the parties and is made solely for the benefit of the Authority, the City and the Underwriters (including any successor in business). No other person shall acquire or have any right hereunder or by virtue hereof. The representations and agreements of the Authority and the City in this Contract of Purchase shall remain operative and in full force and effect, regardless of (a) any investigation made by the Underwriters or on our behalf, (b) delivery of and payment for the 2026 Bonds hereunder, and (c) any termination of this Contract of Purchase.
13. Governing Law. This Contract of Purchase shall be governed by and construed in accordance with the laws of the State of California, applicable to contracts made and performed within the State of California.
[Remainder of page intentionally left blank.]
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14. Counterpart Signatures. This Contract of Purchase may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be any original, but all such counterparts shall together constitute but one and the same instrument.
Very truly yours,
TRUIST SECURITIES, INC.
BOFA SECURITIES, INC.
By: Truist Securities, Inc.
as Representative of the Underwriters
By:
Managing Director
Accepted on [BPA DATE], 2026
ROSEVILLE FINANCE AUTHORITY
By:
DENNIS KAUFFMAN
Treasurer
ATTEST:
By:
CARMEN AVALOS
Secretary
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Approved on [BPA DATE], 2026
CITY OF ROSEVILLE
By:
DOMINICK CASEY
City Manager
ATTEST:
By:
CARMEN AVALOS
City Clerk
APPROVED AS TO FORM:
By:
MICHELLE SHEIDENBERGER
City Attorney
APPROVED AS TO SUBSTANCE:
By:
DENNIS KAUFFMAN
Assistant City Manager/Chief Financial Officer
Schedule I, page 1
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SCHEDULE I
MATURITY SCHEDULE AND REDEMPTION PROVISIONS
$[PAR AMOUNT]
2026 BONDS
MATURITY SCHEDULE
Maturity
Date
(February 1)
Principal
Amount
Interest
Rate
Price or
Yield
2026 BONDS
REDEMPTION PROVISIONS
Optional Redemption. The 2026 Bonds maturing on and after February 1, 20___ are subject to optional redemption prior to their respective stated maturity dates, upon notice as provided in the Trust Agreement, from prepayment of 2026 Payments made by the City pursuant to the Installment Purchase Contract, as a whole or in part (from such maturity dates as are designated by the Authority to the Trustee at the direction of the City and by lot within a maturity date) on any date on or after February 1, 20__, at a redemption price equal to the principal amount of the 2026 Bonds called for redemption, plus accrued and unpaid interest to the redemption date, without premium.
[Add any mandatory sinking fund redemption provisions if applicable]
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EXHIBIT A
FORM OF SUPPLEMENTAL OPINION
[Letterhead of Jones Hall LLP]
[Closing Date]
Truist Securities, Inc.
Beverly Hills, California
BofA Securities, Inc.
Los Angeles, California
Re: Roseville Finance Authority,
Electric System Revenue Bonds, Series 2026
(Supplemental Opinion)
Ladies and Gentlemen:
This letter is addressed to you, as Underwriters, pursuant to Section 7(f)(iv) of the Contract of Purchase, dated [BPA DATE], 2026 (the “Contract of Purchase”), among you, the Roseville Finance Authority (the “Authority”) and the City of Roseville, California (the “City”), providing for the purchase of the Authority’s $[PAR AMOUNT] Electric System Revenue Bonds, Series 2026 (the “2026 Bonds”). The 2026 Bonds are being issued pursuant to a Trust Agreement (the “Trust Agreement”), dated as of [January 1, 2026], between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Trust Agreement or, if not defined in the Trust Agreement, in the Contract of Purchase.
We have delivered our final legal opinion (the “Opinion”) as Bond Counsel concerning the validity of the 2026 Bonds and obligations represented thereby, and certain other matters, dated the date hereof and addressed to the Authority. You may rely on such opinion as though the same were addressed to you.
In connection with our role as Bond Counsel, we have reviewed the Contract of Purchase, the Preliminary Official Statement, dated [POS DATE], 2026, relating to the 2026 Bonds (the “Preliminary Official Statement”), the Official Statement, dated [OS DATE], 2026, relating to the 2026 Bonds (the “Official Statement”), the documents, certificates, opinions and matters mentioned in the second paragraph of the Opinion, and such other documents, opinions and matters to the extent we deemed necessary to express the opinions set forth in the numbered paragraphs below.
The opinions expressed herein are based on an analysis of existing laws, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities.
Such opinions may be affected by actions taken or omitted or events occurring after the date
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hereof. We have not undertaken to determine, or to inform any person, whether any such actions are taken or omitted or events do occur or any other matters come to our attention after the date hereof. We have assumed the genuineness of all documents and signatures presented to us (whether as originals or as copies) and the due and legal execution and delivery thereof by, and validity against, any parties other than the Authority and the City. We have assumed, without undertaking to verify, the accuracy of the factual matters represented, warranted or certified in the documents, and of the legal conclusions contained in the opinions, referred to in the third paragraph hereof. We have further assumed compliance with all covenants and agreements contained in such documents. In addition, we call attention to the fact that the rights and obligations under the 2026 Bonds, the Trust Agreement and the Contract of Purchase and their enforceability may be subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against cities in the State of California. We express no opinion with respect to any indemnification, contribution, penalty, choice of law, choice of forum or waiver provisions contained in the foregoing documents, nor do we express any opinions with respect to the state or quality of title to or interest in any real or personal property described in or as subject to the lien of the Trust Agreement or any other document or the accuracy or sufficiency of the description contained therein of, or the remedies available to enforce liens on, any such property. Finally, we undertake no responsibility for the accuracy, completeness or fairness of the Official Statement or other offering material relating to the 2026 Bonds and express no opinion relating thereto except as expressly set forth in numbered paragraph 3 below.
Based on and subject to the foregoing, and in reliance thereon, as of the date hereof, we are of the following opinions:
1. The 2026 Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Trust Agreement is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended.
2. The Official Statement has been duly authorized, executed and delivered by the Authority and the City, and the Contract of Purchase and the Continuing Disclosure Certificate have been duly authorized, executed and delivered by the Authority and the City, and the Contract of Purchase and the Continuing Disclosure Certificate are valid and binding agreements of the City and the Authority, as applicable.
3. The statements contained in the Preliminary Official Statement and the Official Statement under the captions “INTRODUCTION,” “THE 2026 BONDS,” “SECURITY FOR THE 2026 BONDS,” and “TAX MATTERS,” and in “APPENDIX C – DEFINITIONS AND SUMMARY OF CERTAIN DOCUMENTS, “APPENDIX D – PROPOSED FORM OF BOND COUNSEL OPINION,” and “APPENDIX E – FORM OF CONTINUING DISCLOSURE CERTIFICATE,” excluding any material that may be treated as included under such captions by cross-reference, insofar as such statements expressly summarize certain provisions of the Trust Agreement, the Installment Purchase Contract and the Continuing Disclosure Certificate and the Opinion concerning certain tax matters relating to the 2026 Bonds,
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are accurate in all material respects; provided, however, that no opinion is expressed with respect to any statements relating to The Depository Trust Company (“DTC”) or its operations.
We are not passing upon and do not assume any responsibility for the accuracy (except as explicitly stated in numbered paragraph 3 above), completeness or fairness of any of the statements contained in the Preliminary Official Statement or the Official Statement and make no representation that we have independently verified the accuracy, completeness or fairness of any such statements. In our capacity as Bond Counsel and Disclosure Counsel in connection with issuance of the 2026 Bonds, we participated in conferences with your representatives, your counsel, representatives of certain consultants to the Authority and the City, the Authority and the City, and the City Attorney, as counsel to the Authority and the City, during which conferences the contents of the Preliminary Official Statement and the Official Statement and related matters were discussed. Based on our participation in the above-referenced conferences (which did not extend beyond the date of the Official Statement), and in reliance thereon and on the records, documents, certificates, opinions and matters mentioned in the Opinion and herein, we advise you that no facts came to the attention of the attorneys in our firm rendering legal services in connection with the 2026 Bonds which caused us to believe that the Preliminary Official Statement as of its date and as of [BPA DATE], 2026 and the Official Statement as of its date and as of the date hereof (except for any CUSIP numbers, financial, statistical or economic data or forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions or expressions of opinion, or any information about book-entry, DTC and the information contained in Appendices B and F, which we expressly exclude from the scope of this paragraph and as to which we express no opinion or view), contained or contains any untrue statement of a material fact or omitted or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.
This letter is furnished by us as Bond Counsel and Disclosure Counsel. No attorney-client relationship has existed or exists between our firm and you in connection with the 2026 Bonds or by virtue of this letter. Our engagement with respect to the 2026 Bonds has concluded with their issuance. We disclaim any obligation to update this letter. This letter is delivered to you as the Underwriters of the 2026 Bonds, is solely for your benefit as such Underwriters and is not to be used, circulated, quoted or otherwise referred to or relied upon for any other purpose or by any other person. This letter is not intended to, and may not, be relied upon by owners of the 2026 Bonds or by any other party to whom it is not specifically addressed.
Very truly yours,
JONES HALL LLP
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EXHIBIT B
FORM OF OPINION OF THE CITY ATTORNEY
[Letterhead of City Attorney]
[Closing Date]
Truist Securities, Inc.
Beverly Hills, California
BofA Securities, Inc.
Los Angeles, California
Re: $[PAR AMOUNT] Roseville Finance Authority
Electric System Revenue Bonds, Series 2026
Ladies and Gentlemen:
I am the City Attorney for the City of Roseville (the “City”) and I have been requested by the City to provide this opinion in accordance with Section 7(f)(v) of the Contract of Purchase dated [BPA DATE], 2026 (the “Contract of Purchase”), for the above captioned Bonds (the “2026 Bonds”). Capitalized terms used herein and not defined shall have the meanings assigned to such terms in the Contract of Purchase.
The City has entered into an agreement entitled “Master Installment Purchase Contract,” dated as of November 1, 1997, as previously amended and supplemented and as amended and supplemented by an agreement entitled “2026 Supplemental Installment Purchase Contract,” dated as of [January 1, 2026], with the Roseville Finance Authority (the “Authority”), which are collectively referred to herein as the “Installment Purchase Contract”. In addition, there has been executed and delivered by the City on the date hereof in connection with the issuance of the 2026 Bonds, a Continuing Disclosure Certificate dated the date hereof (the “Continuing Disclosure Certificate”). The Contract of Purchase, the Installment Purchase Contract and the Contract of Purchase are collectively referred to herein as the “City Documents”).
Opinion
It is my opinion that:
1. The City is a charter city and municipal corporation duly organized and existing under and by virtue of the laws of the State of California.
2. The City Resolution approving and authorizing the execution and delivery of the City Documents was duly adopted at a meeting of the City Council of the City which was called and held pursuant to law and with all public notice required by law and at which a quorum was
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present and acting through, and the City Resolution is in full force and effect and has not been modified, amended or rescinded as of the Closing Date.
3. The City has full power, authority and legal right to execute, deliver and perform the City Documents.
4. The execution, delivery and performance by the City of the City Documents have been duly authorized by all appropriate action and do not and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to the City or (ii) result in a breach of or constitute a default under any indenture or loan or credit agreement, lease or instrument to which it is a party or by which it or its properties may be bound or affected.
5. All authorizations, consents, approvals, licenses, exemptions of or registrations with any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, necessary to the valid execution, delivery or performance by the City of the City Documents have been obtained or effected, and are and will remain in full force and effect.
6. The City Documents have been duly authorized, executed and delivered by the City, and constitute the legal, valid and binding obligations of the City enforceable against the City in accordance with their respective terms.
7. The City has duly authorized, executed and delivered the Official Statement dated [OS DATE], 2026, relating to the 2026 Bonds (the “Official Statement”).
8. Except as disclosed in the Preliminary Official Statement and the Official Statement, there is no litigation pending (with the City having received service of process) or, to my knowledge, threatened in any court (i) in any way questioning the corporate existence of the City or the titles of the officers of the City to their respective offices; (ii) seeking to restrain or enjoin the delivery of the 2026 Bonds, or the collection of revenues pledged or to be pledged to pay the 2026 Payments; (iii) in any way contesting or affecting the validity of the 2026 Bonds, the Trust Agreement or the City Documents; (iv) in any way contesting or affecting the collection of said revenues or the pledge thereof, or contesting the powers of the City in connection with the issuance of the 2026 Bonds and the performance of its obligations in connection therewith or the execution and delivery of the Trust Agreement or any of the City Documents and the performance by the City of its obligations contained therein or with respect thereto; (v) which would be likely to result in any material adverse change in the business, properties, assets or the financial condition of the City or to have a material adverse effect on the ability of the City to meet its obligations under the Trust Agreement or the City Documents or with respect to the 2026 Bonds; or (vi) asserting that the Preliminary Official Statement or the Official Statement contained any untrue statement of a material fact or omitted to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
9. The statements in the Preliminary Official Statement as of its date and as of BPA DATE], 2026 and the Official Statement as of its date and as of the date hereof (except under the
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captions “TAX MATTERS” and “UNDERWRITING” and except for any CUSIP numbers, financial, accounting, statistical, economic or engineering or demographic data, forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions or expressions of opinion, or Appendices B through F thereto, or any information about book-entry, DTC, rating agencies, The Depository Trust Company included or referred to therein, which I expressly exclude from the scope of this paragraph and as to which I express no opinion or view) accurately summarize the matters set forth therein, and nothing has come to my attention in the course of my review of the Preliminary Official Statement and the Official Statement as City Attorney to the City which would lead me to believe that such statements contained or contain any untrue statement of a material fact or omitted or omit to state any material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading
I have not verified and are not passing upon, and do not assume any responsibility for, the accuracy, completeness or fairness of the statements contained in the Preliminary Official Statement and the Official Statement, other than as specifically stated above.
The enforceability of the City Documents may be limited by bankruptcy, insolvency, moratorium and similar laws or equitable principles affecting the rights of creditors generally.
This opinion is rendered only with respect to the laws of the State of California and the United States of America, and is addressed only to the Underwriters. No other person is entitled to rely on this opinion, nor may you rely on it in connection with any transactions other than those described herein.
This letter is solely for the information of, and assistance to, you as the Underwriters and is not to be used, circulated, quoted or otherwise referred to in connection with the offering of the 2026 Bonds except that reference may be made to this letter in any list of closing documents pertaining to the sale of the 2026 Bonds.
Very truly yours,
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EXHIBIT C
$[PAR AMOUNT]
ROSEVILLE FINANCE AUTHORITY
Electric System Revenue Bonds
Series 2026
FORM OF ISSUE PRICE CERTIFICATE
The undersigned, on behalf of Truist Securities, Inc. (“Truist”), as representative (the “Representative”), on behalf of itself and BofA Securities, Inc. (together, the “Underwriting Group”) under the Contract of Purchase dated [BPA DATE], 2026 (the “Contract of Purchase”), among the Roseville Finance Authority (the “Issuer”), the City of Roseville, and the Representative, hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the “Bonds”):
[Select appropriate provisions below]
1. [Alternative 1 – All Maturities Use General Rule: Sale of the Bonds. As of the date of this certificate, for each Maturity of the Bonds, the first price at which at least 10% of such Maturity of the Bonds was sold to the Public is the respective price listed in Schedule 1.][Alternative 2 – Select Maturities Use General Rule: Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity of the Bonds was sold to the Public is the respective price listed in Schedule 1.]
[Delete this section if at least 10% of each Maturity sold per Alternative 1 above:]
2. Initial Offering Price of the [Bonds] [Hold-the-Offering-Price Maturities]. (a) [Alternative 1 – All Maturities Use Hold-the-Offering-Price Rule: The Underwriting Group offered the Bonds to the Public for purchase at the respective initial offering prices listed in Schedule 1 (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule 2.] [Alternative 2 – Select Maturities Use Hold-the-Offering-Price Rule: The Underwriting Group offered the Hold-the-Offering-Price Maturities to the Public for purchase at the respective initial offering prices listed in Schedule 1 (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule 2.]
(b) [Alternative 1 – All Maturities Use Hold-the-Offering-Price Rule: As set forth in the Contract of Purchase, the members of the Underwriting Group have each agreed in writing that, (i) for each Maturity of the Bonds, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold-the-offering-price rule”), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the
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selling group, and any third-party distribution agreement shall contain the agreement of each broker-dealer who is a party to the third-party distribution agreement, to comply with the holdthe-offering-price rule. Pursuant to such agreement, and based on the certifications provided by the other member of the Underwriting Group attached as Attachment 3 hereto, no Underwriter (as defined below) has offered or sold any Maturity of the Bonds at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period for such Maturity.] [Alternative 2 – Select Maturities Use Hold-the-Offering-Price Rule: As set forth in the Contract of Purchase, the members of the Underwriting Group have each agreed in writing that, (i) for each Maturity of the Hold-the-Offering-Price Maturities, it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold-theoffering-price rule”), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any third-party distribution agreement shall contain the agreement of each broker-dealer who is a party to the third-party distribution agreement, to comply with the hold-the-offering-price rule. Pursuant to such agreement, and based on the certifications provided by the other member of the Underwriting Group attached as Attachment 3 hereto, no Underwriter (as defined below) has offered or sold any Maturity of the Hold-the-Offering-Price Maturities at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period for such Maturity.]
3. Defined Terms.
(a) [General Rule Maturities means those Maturities of the Bonds listed in Schedule 1 hereto as the “General Rule Maturities.”]
(b) [Hold-the-Offering-Price Maturities means those Maturities of the Bonds listed in Schedule 1 hereto as the “Hold-the-Offering-Price Maturities.”] (c) [Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date, or (ii) the date on which the Underwriters have sold at least 10% of such Hold-the-Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity.] (d) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities.
(e) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter.
(f) Related Party. A purchaser of any Bonds is a “Related Party” to an Underwriter if the Underwriter and the purchaser are subject, directly or indirectly, to (i) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another),(ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships
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(including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other).
(g) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is [BPA DATE], 2026.
(h) Tax Certificate means the Tax Certificate, dated [CLOSING DATE], 2026, executed and delivered by the Issuer and the City in connection with the issuance of the Bonds.
(i) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).
The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents the Representative’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Jones Hall LLP, bond counsel, in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of Internal Revenue Service Form 8038-G, and other federal income tax advice it may give to the Issuer from time to time relating to the Bonds. The representations set forth herein are not necessarily based on personal knowledge and, in certain cases, the undersigned is relying on representations made by the other members of the Underwriting Group.
TRUIST SECURITIES, INC.
as Representative
By: ____________________________________
Name: __________________________________
Dated: [ISSUE DATE]
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SCHEDULE 1
SALE PRICES OF THE GENERAL RULE MATURITIES AND
INITIAL OFFERING PRICES OF THE HOLD-THE-OFFERING-PRICE MATURITIES $[PAR AMOUNT]
2026 BONDS
Maturity
Date
(February 1)
Principal
Amount
Interest
Rate Yield Price
General Rule
Maturity
Hold-theOffering
Price
Maturity
__________________
C Price to par call date of _________ 1, 20__.
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SCHEDULE 2
PRICING WIRE OR EQUIVALENT COMMUNICATION
(ATTACHED)
Attachment 3, Page 1
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ATTACHMENT 3 TO
ISSUE PRICE CERTIFICATE
{IF HOLD-THE-OFFERING-PRICE IS APPLICABLE}
$[PAR AMOUNT]
ROSEVILLE FINANCE AUTHORITY
Electric System Revenue Bonds
Series 2026
GROUP MEMBER ISSUE PRICE CERTIFICATE
The undersigned, BofA Securities, Inc. (the “Group Member” or “BofA”), which has acted as an underwriter pursuant to the Contract of Purchase dated [BPA DATE], 2026 (the “Contract of Purchase”), among the Roseville Finance Authority (the “Issuer”), the City of Roseville, and Truist Securities, Inc., as representative (the “Representative”) of itself and of the Group Member as underwriters of the above-captioned obligations (the “Bonds”), hereby certifies as set forth below with respect to the Group Member’s offering and sale of the Bonds:
1. Initial Offering Price of the Hold-the-Offering-Price Maturities. The Bonds are being issued on the date hereof, and the Group Member understands that the Representative has made certain representations to the Issuer with respect to the offering and sale of the Bonds. As set forth in the Contract of Purchase, the members of the Underwriting Group have each agreed in writing that, (i) for each Maturity of the Hold-the-Offering-Price Maturities (as listed in Schedule 3A attached hereto), it would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the “hold-the-offering-price rule”), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any third-party distribution agreement shall contain the agreement of each broker-dealer who is a party to the thirdparty distribution agreement, to comply with the hold-the-offering-price rule. Pursuant to such agreement, and subject to the provisions of Section 3 of the Contract of Purchase, neither BofA nor any Underwriter with whom BofA has entered into a written contract directly or indirectly to participate in the initial sale of the Bonds to the public has offered or sold any Maturity of the Holdthe-Offering-Price Maturities allocated to it at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period for such Maturity.
2. Defined Terms.
(a) Initial Offering Price means the initial offering prices or yields set forth on Schedule 3A attached hereto.
(b) Hold-the-Offering-Price Maturities means those Maturities of the Bonds where issue price was established under Section § 1.148-1(f)(2)(ii) of the Treasury Regulations, as which Maturities are set forth in Schedule 3A hereto.
(c) Holding Period means, with respect to a Hold-the-Offering-Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day
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after the Sale Date, or (ii) the date on which the Underwriters have sold at least 10% of such Hold-the-Offering-Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold-the-Offering-Price Maturity. (d) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates or CUSIP identification numbers, are treated as separate maturities. (e) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (f) Related Party. A purchaser of any Bonds is a “Related Party” to an Underwriter if the Underwriter and the purchaser are subject, directly or indirectly, to (i) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another),(ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other).
(g) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is [BPA DATE], 2026. (h) Tax Certificate means the Tax Certificate, dated [CLOSING DATE], 2026, executed and delivered by the Issuer and the City in connection with the issuance of the Bonds.
(i) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the Representative or lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail or other third-party distribution agreement participating in the initial sale of the Bonds to the Public).
The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents the Group Member’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate with respect to the Bonds and with respect to compliance with the federal income tax rules affecting the Bonds, and by Jones Hall LLP, bond counsel with respect to the Bonds, in connection with rendering its opinion that the interest on the Bonds is excluded from gross