Roseville City Council
December 17, 2025

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SECTION 2.06. [Reserved].

SECTION 2.07. For so long as the Bonds are outstanding and notwithstanding any defeasance thereof, the City hereby covenants as follows:
(a) Generally. The City shall not take any action or permit to be taken any action within its control which would cause or which, with the passage of time if not cured would cause, interest on the Bonds to become includable in gross income for federal income tax purposes. (b) Private Activity Bond Limitation. The City shall assure that the proceeds of the Bonds are not used in a manner which would cause the Bonds to become “private activity bonds” within the meaning of section 141(a) of the Tax Code or to meet the private loan financing test of Section 141(c) of the Tax Code.
(c) Federal Guarantee Prohibition. The City shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause the Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Tax Code. (d) No Arbitrage. The City shall not take, or permit or suffer to be taken by the Trustee or otherwise, any action with respect to the Bond proceeds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the Closing Date, would have caused the Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Tax Code.
(e) Rebate of Excess Investment Earnings. The City shall calculate or cause to be calculated all amounts of excess investment earnings with respect to the Bonds which are required to be rebated to the United States of America under Section 148(f) of the Tax Code, at the times and in the manner required under the Tax Code. The City shall pay when due an amount equal to excess investment earnings to the United States of America in such amounts, at such times and in such manner as may be required under the Tax Code, such payments to be made from any source of legally available funds of the City. The City shall keep or cause to be kept, and retain or cause to be retained for a period of six years following the retirement of the Bonds, records of the determinations made under this subsection.

SECTION 2.08. Continuing Disclosure. The City hereby covenants and agrees that, in accordance with continuing disclosure requirements under Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, it will undertake to comply with and carry out all applicable provisions of the City’s continuing disclosure undertaking executed and delivered with respect to the 2026 Bonds. Notwithstanding any other provision of the Master Contract or hereof, failure of the City to comply with such continuing disclosure obligation will not be considered an Event of Default under the Master Contract or hereunder.

SECTION 2.09. Prior Amendments to the Master Contract.
(a) The definition of “Parity Obligations” in the Master Contract was corrected and amended in the 2005 Supplemental Contract to read in its entirety as follows:
“Parity Obligations” means all Supplemental Contracts and all other obligations hereafter incurred by the City the payment of which constitutes a

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charge and lien on the Net Revenues equal to and on a parity with the charge and lien upon the Net Revenues for the payment of the Payments, including, except for purposes of application of Article III, (i) Parity Payment Agreements and (ii) Parity Bank Agreements (provided that no amounts have been drawn under any such Parity Bank Agreements which have not been reimbursed by the City). (b) The definition of “Annual Debt Service” in the Master Contract was amended in the 2010 Supplemental Contract to add after subsection “(E)” thereof, the following, provided however, this addition will only become operative at such time as the City no longer has outstanding payment obligations under any Supplemental Contracts entered into prior to July 1, 2010:
“(F) Government Refundable Credits. For purposes of calculating Annual Debt Service for the purposes of determining compliance with Section 4.12 and conditions for the execution of Parity Obligations, it will be assumed that the calculation of the actual amount of interest, as referred to in subsection (A) above, that is payable under any Parity Obligation is the net amount after deducting for any portion of such interest that the Federal government is obligated to pay (the “Refundable Credits”) under a program which provides for interest subsidy payments to a governmental issuer of bonds, provided such Refundable Credits are pledged to such Parity Obligation and deposited directly with the trustee of such Parity Obligation; and provided further that such Refundable Credits will not be included as “Revenues” in making such calculation.
(c) The 2010 Supplemental Contract set forth an amendment deleting Section 3.02(5) of the Master Contract (regarding participation of future Parity Obligations in the Parity Reserve Fund), however this deletion will only become operative at such time as the City no longer has outstanding payment obligations under all Supplemental Contracts entered into prior to July 1, 2010. If a Parity Obligation is issued without the Parity Reserve Fund as security for its repayment, the documents setting forth the security for such Parity Obligation shall reflect that the Parity Reserve Fund is not available for payment of that Parity Obligation, and certain provisions of the Master Contract, including the definition of “Reserve Requirement” in the Master Contract shall be amended to exclude such Parity Obligation from the applicable calculation and security.

SECTION 2.10. Terms of the 2026 Supplemental Contract Subject to the Master Contract. Every term and condition contained in the Master Contract will apply to the 2026 Supplemental Contract with the same force and effect as if the same were herein set forth at length, with such omissions, variations and modifications thereof as may be appropriate to make the same conform to the 2026 Supplemental Contract.

SECTION 2.11. Assignment of the 2026 Supplemental Contract. The City hereby acknowledges that the Authority, for good and valuable consideration, has transferred, assigned and sent over to the Trustee, pursuant to the provisions of the Trust Agreement, all of the 2026 Payments and any and all rights and privileges it has under the Master Contract and hereunder.

The Trustee will not assume any responsibility for any duties or covenants or warranties of the Authority hereunder.

Remainder of page intentionally left blank. Signatures on following page.

[Signature Page to 2026 Supplemental Installment Purchase Contract dated as of January 1, 2026] IN WITNESS WHEREOF, the parties hereto have executed and attested the 2026 Supplemental Installment Purchase Contract by their officers thereunto duly authorized as of the day and year first written above.

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

ROSEVILLE FINANCE AUTHORITY
By:

Treasurer
Attest:

Secretary

A-1

EXHIBIT A
Schedule of 2026 Payments
Principal Amount: $_________
Payment
Date
2026 Payment
Principal
2026 Payment
Interest
2026 Payment
Total

Jones Hall Draft 11.24.2025

TRUST AGREEMENT
between
U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION,
as Trustee,
and the

ROSEVILLE FINANCE AUTHORITY
Dated as of January 1, 2026
relating to the
$______________

ELECTRIC SYSTEM REVENUE BONDS,
SERIES 2026

-iTABLE OF CONTENTS

ARTICLE I
DEFINITIONS; EQUAL SECURITY
SECTION 1.01. Definitions...........................................................................................................................3 SECTION 1.02. Equal Security...................................................................................................................12

ARTICLE II

THE BONDS
SECTION 2.01. Authorization of Bonds......................................................................................................13 SECTION 2.02. Terms of the Bonds...........................................................................................................13 SECTION 2.03. Redemption of Bonds .......................................................................................................14 SECTION 2.04. Form of Bonds. .................................................................................................................16 SECTION 2.05. Execution of Bonds...........................................................................................................17 SECTION 2.06. Transfer and Payment of Bonds.......................................................................................17 SECTION 2.07. Exchange of Bonds...........................................................................................................17 SECTION 2.08. Bond Registration Books. .................................................................................................18 SECTION 2.09. Mutilated, Destroyed, Stolen or Lost Bonds......................................................................18 SECTION 2.10. Temporary Bonds. ............................................................................................................18 SECTION 2.11. Use of Book-Entry System for Bonds. ..............................................................................18 SECTION 2.12. Procedure for the Delivery of Bonds; Disposition of Proceeds.........................................19

ARTICLE III
2026 PAYMENTS
SECTION 3.01. Pledge of Revenues..........................................................................................................21 SECTION 3.02. Deposit of Revenues.........................................................................................................21 SECTION 3.03. Establishment and Maintenance of Accounts for Use of Money in the 2026 Debt Service Fund.............................................................................................................................21 SECTION 3.04. Parity Reserve Fund.........................................................................................................22 SECTION 3.05. Improvement Fund............................................................................................................23 SECTION 3.06. Deposit and Investments of Money in Accounts and Funds.............................................23 SECTION 3.07. Assignment to Trustee, Enforcement of Obligations.........................................................24

ARTICLE IV

COVENANTS OF THE AUTHORITY AND THE TRUSTEE
SECTION 4.01. Compliance with Trust Agreement....................................................................................25 SECTION 4.02. Issuance and Payment of Bonds ......................................................................................25 SECTION 4.03. Tax Covenants..................................................................................................................26 SECTION 4.04. Accounting, Records and Reports....................................................................................26 SECTION 4.05. Prosecution and Defense of Suits.....................................................................................26 SECTION 4.06. Enforcement of Contract; Amendments to Contract.........................................................27 SECTION 4.07. Maintenance of Existence.................................................................................................27 SECTION 4.08. Further Assurances...........................................................................................................27

ARTICLE V

THE TRUSTEE
SECTION 5.01. Appointment of Trustee.....................................................................................................28 SECTION 5.02. Liability of Trustee.............................................................................................................28 SECTION 5.03. Information........................................................................................................................32 SECTION 5.04. Notice to Trustee...............................................................................................................32 SECTION 5.05. Compensation, Indemnification.........................................................................................32

ARTICLE VI

AMENDMENT OF THE TRUST AGREEMENT
SECTION 6.01. Amendment of the Trust Agreement.................................................................................33 SECTION 6.02. Disqualified Bonds............................................................................................................34 SECTION 6.03. Endorsement or Replacement of Bonds After Amendment..............................................34 SECTION 6.04. Amendment by Mutual Consent........................................................................................34

ARTICLE VII

-iiEVENTS OF DEFAULT AND REMEDIES OF OWNERS
SECTION 7.01. Events of Default; Acceleration; Waiver of Default...........................................................35 SECTION 7.02. Remedies Upon Event of Default.....................................................................................35 SECTION 7.03. Application of Revenues and Other Funds After Default.................................................36 SECTION 7.04. Non-Waiver.......................................................................................................................37 SECTION 7.05. Remedies Not Exclusive...................................................................................................37 SECTION 7.06. Trustee to Represent Bond Owners ................................................................................37 SECTION 7.07. Limitation on Bond Owners’ Right to Sue........................................................................37 SECTION 7.08. Absolute Obligation of Authority.......................................................................................38 SECTION 7.09. Termination of Proceedings.............................................................................................38

ARTICLE VIII

DEFEASANCE
SECTION 8.01. Discharge of Trust Agreement..........................................................................................39 SECTION 8.02. Deposit of Money or Securities with Trustee. ...................................................................39 SECTION 8.03. Unclaimed Money.............................................................................................................40

ARTICLE IX

MISCELLANEOUS
SECTION 9.01. Benefits of this Trust Agreement Limited to Parties..........................................................41 SECTION 9.02. Successor Is Deemed Included In All References To Predecessor. ................................41 SECTION 9.03. Execution of Documents by Owners................................................................................41 SECTION 9.04. Waiver of Personal Liability...............................................................................................41 SECTION 9.05. Content of Certificates. .....................................................................................................41 SECTION 9.06. Accounts and Funds, Business Days. ..............................................................................42 SECTION 9.07. Notices..............................................................................................................................42 SECTION 9.08. CUSIP Numbers. ..............................................................................................................42 SECTION 9.09. Article and Section Headings and References. ................................................................42 SECTION 9.10. Partial Invalidity.................................................................................................................43 SECTION 9.11. California Law...................................................................................................................43 SECTION 9.12. Execution in Several Counterparts. ..................................................................................43 EXHIBIT A Form of Bond...................................................................................................................A-1 EXHIBIT B Form of Project Fund Requisition....................................................................................A-1

1 TRUST AGREEMENT
This TRUST AGREEMENT, made and entered into as of January 1, 2026, is between U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association, duly organized and existing under the laws of the United States of America with a corporate trust office located in San Francisco, California, as trustee (the “Trustee”) and the ROSEVILLE FINANCE AUTHORITY, a joint exercise of powers authority duly organized and existing under and by virtue of the laws of the State of California (the “Authority”).

RECITALS:

WHEREAS, the Authority is a joint exercise of powers authority duly organized and existing under and pursuant to the Joint Exercise of Powers Act (being Sections 6500 et seq. of the Government Code of the State of California) (the “Act”) and a Joint Exercise of Powers Agreement (the “Joint Powers Agreement”), between the City of Roseville (the “City”) and the Redevelopment Agency of the City of Roseville (now succeeded by the Successor Agency to the Redevelopment Agency of the City of Roseville); and
WHEREAS, the Act and the Joint Powers Agreement authorize and empower the Authority to assist the City in acquiring and financing and refinancing certain additions, betterments, extensions and improvements to the electric system of the City; and WHEREAS, the City and the Authority have entered into a Master Contract, dated as of November 1, 1997, as supplemented and amended, including by supplements entered into in 1997, 1999, 2002, 2005, 2008, 2009, 2010, 2012, 2013, 2014, 2017 and 2020 (as supplemented and amended, the “Master Contract”), all pursuant to which the Authority agreed to assist the City by financing or refinancing certain additions, betterments, extensions and improvements to the electric system of the City and the City agreed to pay the Authority certain installment payments; and
WHEREAS, the installment payment obligations of the City under the supplements entered into in 1997, 1999, 2002, 2004, 2005, 2008, 2009, 2012, 2013 and 2014 have been satisfied; and
WHEREAS, the City and the Authority have additionally executed and entered into a 2026 Supplemental Installment Purchase Contract dated as of January 1, 2026 (the “2026 Supplemental Contract” and together with the Master Contract and all previous supplements and amendments, the “Contract”) under and pursuant to which the Authority has agreed to assist the City in financing a portion of the cost of certain improvements to the electric system of the City as described in the 2026 Supplemental Contract (the “2026 Project”); and WHEREAS, the Authority proposes to assist the City in financing the 2026 Project by issuing and selling its Electric System Revenue Bonds, Series 2026 (the “Bonds”), in one or more taxable and/or tax-exempt series, in the aggregate principal amount of not to exceed $________ under the provisions of Article 4 of Chapter 5, Division 7, Title 1 of the Government Code of the State of California, commencing with Section 6584 of said Code (the “Bond Law”), for the purpose of providing the funds to enable the Authority to purchase the 2026 Project and allow the City to purchase back the project pursuant to the 2026 Supplemental Contract.

2 WHEREAS, the Authority is empowered pursuant to the Act to assist the City in financing a portion of the cost of acquisition and construction of the 2026 Project by executing and delivering revenue bonds payable from and secured by revenues consisting primarily of payments (the “2026 Payments”) received by the Authority under the 2026 Supplemental Contract; and WHEREAS, all rights to receive the 2026 Payments have been assigned by the Authority to the Trustee pursuant to this Trust Agreement; and
WHEREAS, in consideration of such assignment and the execution and entering into of the Trust Agreement, the Trustee has agreed to execute and deliver bonds (as described herein, the “2026 Bonds”) described herein in an aggregate principal amount equal to the aggregate principal amount of such 2026 Payments; and
WHEREAS, the Authority has determined that all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and delivery of this Trust Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the execution and delivery of this Trust Agreement have been in all respects duly authorized.

NOW, THEREFORE, in consideration of the premises and the mutual agreements and covenants herein, and for other valuable consideration, the parties hereto do hereby covenant and agree, as follows:

3 ARTICLE I
DEFINITIONS; EQUAL SECURITY
SECTION 1.01. Definitions. Unless the context otherwise requires, the terms defined in this Section will for all purposes of this Trust Agreement and of any Supplemental Trust Agreement and of the 2026 Bonds and of any certificate, opinion, request or other documents herein mentioned, have the meanings herein specified or specified in the Master Contract. “Authority” means the Roseville Finance Authority, a joint exercise of powers authority duly organized and existing under and by virtue of the laws of the State. “Business Day” means any day (other than a Saturday or a Sunday) on which banks in New York, New York are open for business and on which the Trustee is open for business at its corporate trust office in San Francisco, California.
“Certificate of the Authority” means an instrument in writing signed by the Executive Director or Treasurer of the Authority or by any other officer of the Authority duly authorized by the Authority for that purpose.
“City” means the City of Roseville, a charter city and municipal corporation, duly organized and existing under and by virtue of the Constitution and laws of the State. “Closing Date” means January ___, 2026, the date of original issuance and delivery of the 2026 Bonds.
“Code” or “Tax Code” means the Internal Revenue Code of 1986, and the regulations issued thereunder, as the same may be amended from time to time, and any successor provisions of law. Reference to a particular section of the Code will be deemed to be a reference to any successor to any such section.
“Contract” means the Master Contract, as supplemented and amended by a 1997 Supplemental Installment Purchase Contract dated as of November 1, 1997 (the “1997 Supplemental Contract”), a 1999 Supplemental Installment Purchase Contract dated as of August 1, 1999 (the “1999 Supplemental Contract”), a 2002 Supplemental Installment Purchase Contract dated as of December 1, 2002 (the “2002 Supplemental Contract”), a 2004 Supplemental Installment Purchase Contract dated as of July 1, 2004 (the “2004 Supplemental Contract”), a 2005 Supplemental Installment Purchase Contract executed and entered into as of June 1, 2005 (the “2005 Supplemental Contract”); a 2008 Supplemental Installment Purchase Contract dated as of May 1, 2008 (the “2008 Supplemental Contract”), a 2009 Supplemental Installment Purchase Contract executed and entered into as of December 1, 2009 (the “2009 Supplemental Contract”), a 2010 Supplemental Installment Purchase Contract executed and entered into as of July 1, 2010 (the “2010 Supplemental Contract”), a 2012 Supplemental Installment Purchase Contract dated as of November 1, 2012 (the “2012 Supplemental Contract”), a 2013 Supplemental Installment Purchase Contract dated as of November 1, 2013 (the “2013 Supplemental Contract”), a 2014 Supplemental Installment Purchase Contract executed and entered into as of August 1, 2014 (the “2014 Supplemental Contract”), a 2017 Supplemental Installment Purchase Contract executed and entered into as of February 1, 2017 (the “2017 Supplemental Contract”), a 2020 Supplemental Installment Purchase Contract executed and entered into as of September 1, 2020 (the “2020 Supplemental Contract”) and the 2026 Supplemental Contract pursuant to which the Authority has agreed to assist the City by financing

4 certain obligations under the 2026 Supplemental Contract, and as otherwise amended or supplemented from time to time.
“Corporate Trust Office” means the corporate trust office of the Trustee in San Francisco, California, or such other office designated by the Trustee from time to time, except that with respect to presentation of Bonds for payment or for registration of transfer and exchange such term will mean the office or agency of the Trustee at which, at any particular time, its corporate trust agency business will be conducted.
“Costs of Issuance” means all items of expense directly or indirectly payable by or reimbursable to the City or the Authority and related to the authorization, execution and delivery of the Contract, the Trust Agreement and the sale of the Bonds, including, but not limited to, costs of preparation and reproduction of documents, costs of rating agencies and costs to provide information required by rating agencies, filing and recording fees, initial fees and charges of the Trustee, legal fees and charges, fees and disbursements of consultants and professionals, fees and expenses of the underwriter, fees and charges for preparation, execution and safekeeping of the Bonds, fees of the Authority and any other cost, charge or fee in connection with the original execution and delivery of the Bonds.
“Event of Default” means an event described in Section 7.01 hereof. “Fair Market Value” means the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm’s length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of section 1273 of the Tax Code) and, otherwise, the term “Fair Market Value” means the acquisition price in a bona fide arm’s length transaction (as referenced above) if (i) the investment is a certificate of deposit that is acquired in accordance with applicable regulations under the Tax Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) that is acquired in accordance with applicable regulations under the Tax Code, (iii) the investment is a United States Treasury Security--State and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) any commingled investment fund in which the Authority or the City and related parties do not own more than a ten percent (10%) beneficial interest therein if the return paid by the fund is without regard to the source of the investment. “Federal Securities” means direct obligations of, or obligations the interest on and principal of which are unconditionally guaranteed by, the United States of America, including obligations issued or held in book-entry form on the books of the Department of the Treasury of the United States of America and including a receipt, certificate or any other evidence of any ownership interest in such an obligation, or in specified portions thereof (which may consist of specified portions of interest thereon).
“Fiscal Year” means the period beginning on July 1 of each year and ending on the next succeeding June 30, or any other annual accounting period hereafter selected and designated by the Authority as its Fiscal Year.
“Independent Certified Public Accountant” means any certified public accountant or firm of such accountants duly licensed and entitled to practice and practicing as such under the laws of the State, appointed and paid by the Authority, and who, or each of whom

5 (1) is in fact independent according to the Statement of Auditing Standards No. 1 and not under the domination of the Authority,
(2) does not have a substantial financial interest, direct or indirect, in the operations of the Authority; and
(3) is not connected with the Authority as a member, officer or employee of the Authority, but who may be regularly retained to audit the accounting records of and make reports thereon to the Authority.
“Information Services” means “EMMA” or the “Electronic Municipal Market Access” system of the Municipal Securities Rulemaking Board; or, in accordance with then-current guidelines of the Securities and Exchange Commission, such other services providing information with respect to called bonds, and/or such other services providing information with respect to called bonds as the Trustee may have knowledge or the Authority may designate to the Trustee. “Interest Payment Date” means February 1 and August 1 of each year, commencing August 1, 2026.
“Joint Powers Agreement” means that certain Joint Exercise of Powers Agreement, originally entered into as of July 1, 1989 and amended and restated as of July 1, 1997, by and between the City and the Redevelopment Agency of the City of Roseville (now succeeded by the Successor Agency to the Redevelopment Agency of the City of Roseville), as amended from time to time.
“Master Contract” means that certain Master Contract, dated as of November 1, 1997, by and between the City and the Authority, as amended.
“Moody’s” means Moody’s Investors Service, Inc., a corporation duly organized and existing under and by virtue of the laws of the State of Delaware, and its successors or assigns, except that if such corporation will be dissolved or liquidated or will no longer perform the services of a municipal securities rating agency, then the term “Moody’s” will be deemed to refer to any other nationally recognized municipal securities rating agency selected by the Authority. “Opinion of Counsel” means a written opinion of counsel of recognized national standing in the field of law relating to municipal bonds, retained by the Authority. “Outstanding,” when used as of any particular time with reference to Bonds, means (subject to the provisions of Section 6.02) all Bonds theretofore executed, issued and delivered by the Authority under this Trust Agreement except:
(1) Bonds theretofore cancelled by the Trustee or surrendered to the Trustee for cancellation;
(2) Bonds paid or deemed to have been paid within the meaning of Section

8.01; and
(3) Bonds in lieu of or in substitution for which other Bonds will have been executed and delivered by the Trustee pursuant hereto.

6 “Owner” means any person who will be the registered owner of any Outstanding Bond as indicated in the registration books of the Trustee.
“Parity Obligations” has the meaning set forth in the Contract. “Parity Reserve Fund” means the fund by that name established pursuant to Section 3.04 of the 1997 Trust Agreement.
“Parity Trust Agreements” means, collectively, each Trust Agreement entered into by the Trustee and the Authority in connection with bonds or certificates of participation which are supported by the Parity Obligations outstanding as of the date of issuance of the Bonds. “Permitted Investments” means any of the following obligations if and to the extent that they are permissible investments of funds of the City as stated in its current investment policy and to the extent then permitted by law (provided that the Trustee is entitled to rely upon any investment directions from the City as conclusive certification to the Trustee that the investments described therein are so authorized under the current investment policy of the City and permitted by law):
(i) Federal Securities;
(ii) any of following obligations of federal agencies not guaranteed by the United States of America: (a) debentures issued by the Federal Housing Administration; (b) participation certificates or senior debt obligations of the Federal Home Loan Mortgage Corporation or Farm Credit Banks (consisting of Federal Land Banks, Federal Intermediate Credit Banks or Banks for Cooperatives); (c) bonds or debentures of the Federal Home Loan Bank Board established under the Federal Home Loan Bank Act, bonds of any federal home loan bank established under said act and stocks, bonds, debentures, participations and other obligations of or issued by the Federal National Mortgage Association, the Student Loan Marketing Association, the Government National Mortgage Association and the Federal Home Loan Mortgage Corporation; and bonds, notes or other obligations issued or assumed by the International Bank for Reconstruction and Development;
(iii) interest-bearing demand or time deposits (including certificates of deposit) in federal or State of California chartered banks (including the Trustee), provided that (a) in the case of a savings and loan association, such demand or time deposits shall be fully insured by the Federal Deposit Insurance Corporation, or the unsecured obligations of such savings and loan association shall be rated in one of the top two rating categories by a nationally recognized rating service, and (b) in the case of a bank, such demand or time deposits shall be fully insured by the Federal Deposit Insurance Corporation, or the unsecured obligations of such bank (or the unsecured obligations of the parent bank holding company of which such bank is the lead bank) shall be rated in one of the top two rating categories by a nationally recognized rating service; (iv) repurchase agreements with a registered broker/dealer subject to the Securities Investors Protection Corporation Liquidation in the event of insolvency, or any commercial bank provided that: (a) the unsecured obligations of such bank shall be rated in one of the top two rating categories by a nationally recognized rating service, or such bank shall be the lead bank of a banking holding company whose unsecured obligations are rated in one of the top two rating categories by a nationally recognized rating service;

7 (b) the most recent reported combined capital, surplus an undivided profits of such bank shall be not less than $100 million; (c) the repurchase obligation under any such repurchase obligation shall be required to be performed in not more than 30 days; (d) the entity holding such securities as described in clause (c) shall have a pledged first security interest therein for the benefit of the Trustee under the California Commercial Code or pursuant to the book-entry procedures described by 31 C.F.R. 306.1 et seq. or 31 C.F.R. 350.0 et seq. and are rated in one of the top two rating categories by a nationally recognized rating service;
(v) bankers acceptances endorsed and guaranteed by banks described in clause (iv) above;
(vi) obligations, the interest on which is exempt from federal income taxation under Section 103 of the Code and which are rated in the one of the top two rating categories by a nationally recognized rating service;
(vii) money market funds which invest solely in Federal Securities or in obligations described in the preceding clause (ii) of this definition, or money market funds which are rated in the highest rating category by Standard & Poor’s Ratings Services or Moody’s Investor Service, including funds which are managed or maintained by the Trustee;
(viii) units of a taxable government money market portfolio comprised solely of obligations listed in (i) and (iv) above;
(ix) any investment which is a legal investment for proceeds of the Bonds at the time of the execution of such agreement, and which investment is made pursuant to an agreement between the City or the Authority, the Trustee or any successor Trustee, and a financial institution or governmental body whose long term debt obligations are rated in one of the top two rating categories by a nationally recognized rating service; (x) commercial paper of “prime” quality of the highest ranking or of the highest letter and numerical rating as provided for by Moody’s Investors Service, or Standard and Poor’s Corporation, of issuing corporations that are organized and operating within the United States and having total assets in excess of $500,000,000, and having a rating of at least “AA” (without regard to qualifier) for the issuer’s debentures, other than commercial paper, as provided for by Moody’s Investors Service or Standard and Poor’s Corporation, and provided that purchases of eligible commercial paper may not exceed 180 days maturity nor represent more than 10 percent of the outstanding paper of an issuing corporation;
(xi) any general obligation of a bank or insurance company whose long term debt obligations are rated in one of the two highest rating categories of a national rating service;
(xii) shares in a common law trust established pursuant to Title 1, Division 7, Charter 5 of the Government Code of the State which invests exclusively in investments permitted by Section 53635 of Title 5, Division 2, Chapter 4 of the Government Code of the State, as it may be amended;
(xiii) shares in the California Asset Management Program;

8 (xiv) the Local Agency Investment Fund established pursuant to Section 16429.1 of the Government Code of the State of California, provided, however, that the Trustee will be permitted to make investments and withdrawals in its own name and the Trustee may restrict investments in the such fund if necessary to keep moneys available for the purposes of this Trustee Agreement; or
(xv) any other lawful investment for City funds.
“Rating Agency” means any rating agency selected by the Authority to provide a rating of the 2026 Bonds.
“Record Date” means, with respect to an Interest Payment Date, the 15th day of the month immediately preceding such Interest Payment Date, whether or not such date is a Business Day. “Representation Letter” means the letter of representation to The Depository Trust Company, New York, New York, from the Authority.
“Revenues” means: (a) all of the 2026 Payments, and (b) all interest, profits or other income derived from the investment of amounts in any fund or account established under this Trust Agreement.
“Securities Depositories” means The Depository Trust Company, or, in accordance with then current guidelines of the Securities and Exchange Commission, such other securities depositories as the Authority may designate in a Certificate of the Authority to the Trustee. “S&P” means S&P Global Ratings, a division of Standard & Poor’s Financial Services LLC, and its successors or assigns, except that if such entity will be dissolved or liquidated or will no longer perform the services of a municipal securities rating agency, then the term “S&P” will be deemed to refer to any other nationally recognized municipal securities rating agency selected by the Authority.
“State” means the State of California.
“Supplemental Trust Agreement” means any trust agreement then in full force and effect which has been duly executed and delivered by the Authority and the Trustee amendatory hereof or supplemental hereto; but only if and to the extent that such Supplemental Trust Agreement is specifically authorized hereunder.
“Trust Agreement” means this Trust Agreement, dated as of January 1, 2026, between the Authority and the Trustee, as originally executed and as it may from time to time be amended or supplemented by all Supplemental Trust Agreements executed pursuant to the provisions hereof.
“Trustee” means U.S. Bank Trust Company, National Association, or any other association or corporation, which may at any time be substituted in its place as provided in Section 5.01. “2026 Bonds” or “Bonds” means the “Roseville Finance Authority Electric System Revenue Bonds, Series 2026”, issued in accordance with Article II hereof.

9 “2026 Debt Service Fund” means the fund by that name established pursuant to Section

3.02. “2026 Interest Account” means the account by that name established pursuant to Section

3.03. “2026 Parity Reserve Account” means the 2026 Parity Reserve Account established under Section 3.04.
“2026 Payments” means the installment payments of interest, principal and redemption premiums, if any, payable by the City under and pursuant to the 2026 Supplemental Contract. “2026 Redemption Account” means the account by that name established pursuant to Section 3.03.
“2026 Principal Subaccount” means the subaccount by that name established in Section

3.03. “2026 Supplemental Contract” means that certain 2026 Supplemental Installment Purchase Contract, dated as of January 1, 2026, by and between the City and the Authority. “Written Request of the Authority” means an instrument in writing signed by the Treasurer of the Authority or by any other officer of the Authority duly authorized by the Authority for that purpose.

SECTION 1.02. Equal Security. In consideration of the acceptance of the Bonds by the Owners thereof, this Trust Agreement will be deemed to be and will constitute a contract between the Authority and the Owners from time to time of all Bonds authorized, executed and delivered hereunder and then Outstanding to secure the full and final payment of the interest, and principal and redemption premiums, if any, on the Bonds which may from time to time be authorized, executed and delivered hereunder, subject to the agreements, conditions, covenants and provisions contained herein; and all agreements and covenants set forth herein to be performed by or on behalf of the Trustee will be for the equal and proportionate benefit, protection and security of all Owners without distinction, preference or priority as to security or otherwise of any Bonds over any other Bonds by reason of the number or date thereof or the time of authorization, execution or delivery thereof or for any cause whatsoever, except as expressly provided herein or therein.

10 ARTICLE II

THE BONDS
SECTION 2.01. Authorization of Bonds. The Bonds authorized to be issued by the Authority under and subject to this Trust Agreement shall be designated the “Roseville Finance Authority Electric System Revenue Bonds, Series 2026”, and shall be issued in the original principal amount of $_____________. The Bonds will be lettered and numbered in a customary manner as determined by the Trustee.

SECTION 2.02. Terms of the Bonds. The Bonds will be dated the Closing Date, will be issued as fully registered Bonds without coupons in the denomination of $5,000 or any integral multiple of $5,000 in excess thereof. No Bond principal will become payable in more than one year.

Principal on the 2026 Bonds will be payable on the dates and in the principal amounts and bear interest at the per annum rates as set forth in the following schedule:

Maturity Date Principal Interest CUSIP
(February 1) Amount Rate (77781R)
Interest on the Bonds will be payable in lawful money of the United States of America at the rates (based on a 360-day year of twelve 30-day months) set forth above, payable on August 1, 2026, and semiannually thereafter on February 1 and August 1 and in each year to the respective maturity date or redemption prior thereto. The Bonds will bear interest from the Interest Payment Date next preceding the date of execution thereof, unless such date of execution is after a Record Date and on or before the following Interest Payment Date, in which event they will bear interest from such Interest Payment Date, or unless such date of execution is on or before the first Record Date, in which event such Bond will bear interest from the Closing Date; provided, that if at the time of execution of any Outstanding Bond interest is then in default, such Bond will bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment with respect to the Outstanding Bonds. Payment of interest on the Bonds will be made to the person whose name appears in the Bond registration books kept by the Trustee pursuant to Section 2.08 as the registered owner thereof as of the close of business on the Record Date for an Interest Payment Date, whether or not such day is a Business Day, and will be paid by check mailed on such Interest Payment Date by first-class mail to such registered owner at the address as it appears in such books; provided, that upon the written request of any Owner of one million dollars ($1,000,000) or more in aggregate principal amount of Bonds received by the Trustee prior to the applicable Record Date (which such request will remain in effect until rescinded in writing by such Owner) interest will be paid by wire transfer in immediately available funds to an account in the United States designated by the Owner.

11 The principal amount of the Bonds will be payable in lawful money of the United States of America upon the surrender thereof on the respective maturity date or on redemption prior thereto at the Corporate Trust Office of the Trustee.
“CUSIP” identification numbers will be imprinted on the Bonds, but such numbers will not constitute a part of the contract evidenced by the Bonds and any error or omission with respect thereto will not constitute cause for refusal of any purchaser to accept delivery of and pay for the Bonds. In addition, failure on the part of the Authority or the Trustee to use such CUSIP numbers in any notice to Owners will not constitute an event of default or any violation of the Authority’s contract with such Owners and will not impair the effectiveness of any such notice.

SECTION 2.03. Redemption of Bonds.

Optional Redemption. The 2026 Bonds maturing on and after February 1, _______ are subject to optional redemption prior to their respective stated maturity dates, upon notice as hereinafter provided, from prepayment of 2026 Payments made by the City pursuant to the 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, _______, 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.

Mandatory Sinking Fund Redemption. The Bonds maturing February 1, ____ and February 1, ____ are subject to mandatory sinking payment redemption in part on February 1, ____ and February 1, ____, respectively, and on each September 1 thereafter to maturity, by lot, at a redemption price equal to 100% of the principal amount thereof to be redeemed, without premium, in the aggregate respective principal amounts as set forth in the following tables:

February 1, _____ Term Bonds
Mandatory
Redemption Date
(September 1)
Sinking Fund
Payment
(Maturity)
February 1, _____ Term Bonds
Mandatory
Redemption Date
(September 1)
Sinking Fund
Payment
(Maturity)
(b) Selection of Bonds for Redemption. If less than all of the Bonds are to be redeemed, the Authority will designate the maturities to be redeemed. If less than all Outstanding

12 Bonds of any particular maturity date are to be redeemed at any one time, the Trustee will select the portions of the Bonds of such maturity date to be redeemed, in authorized denominations, by lot in a manner which the Trustee deems to be fair. For purposes of such selection, all Bonds will be deemed to be comprised of separate $5,000 denominations and such separate denominations will be treated as separate Bonds that may be separately redeemed. If the Authority elects to redeem 2026 Bonds pursuant to Section 2.03, it will notify the Trustee of the redemption date and principal amount of the 2026 Bonds of each maturity date to be redeemed on such redemption date at least forty-five (45) days prior to such redemption date; provided, that the Trustee may, at its option, waive any such notice or accept any notice received at a later date. (c) Notice of Redemption. Notice of redemption will be mailed by the Trustee, not less than twenty (20) nor more than sixty (60) days prior to the redemption date to (i) the respective Owners of the Bonds designated for redemption at their addresses appearing on the registration books of the Trustee, (ii) the Securities Depositories and (iii) the Information Services. Notice of redemption to the Securities Depositories and the Information Services will be given by registered mail, certified mail, overnight delivery, electronic, or facsimile transmission or by other acceptable means. Each notice of redemption will state the date of such notice, the redemption price, the place of redemption (including the name and appropriate address of the Trustee), the CUSIP number (if any) of the Bonds to be redeemed, and, if less than all of the Bonds of any one maturity date are to be redeemed, the distinctive bond numbers of the Bonds of such maturity date to be redeemed and, in the case of Bonds to be redeemed in part only, the respective portion of the principal amount thereof to be redeemed. Each such notice will also state that on the redemption date there will become due and payable on each of said Bonds the redemption price thereof and in the case of a Bond to be redeemed in part only, the specified portion of the principal amount thereof to be redeemed, together with accrued and unpaid interest to the redemption date, and that from and after such redemption date interest thereon will cease to accrue. Any such notice of optional redemption may be conditional upon the Trustee having funds available for for the redemption on the date designated for such redemption. Failure to receive such notice will not invalidate any of the proceedings taken in connection with such redemption.

In the event of redemption of Bonds, the Trustee will mail a notice of redemption upon receipt of a Written Request of the Authority or written notice from the City, may give notice of optional redemption which is conditional upon the Trustee having funds available for the redemption on the date designated for such redemption and which may provide for rescission of the contemplated redemption in the event that funds do not become available.

If notice of redemption has been duly given as aforesaid and money for the payment of the redemption price of the Bonds called for redemption is held by the Trustee, then on the redemption date designated in such notice Bonds so called for redemption will become due and payable, and from and after the date so designated interest on such Bonds will cease to accrue, and the Owners of such Bonds will have no rights in respect thereof except to receive payment of the redemption price thereof.

All Bonds redeemed pursuant to the provisions of this section will be cancelled and destroyed by the Trustee and will not be redelivered.
(d) Rescission of Optional Redemption. The Authority shall have the right to rescind any optional redemption by written notice to the Trustee on or prior to the date fixed for redemption. Any such notice of optional redemption shall be canceled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the Outstanding Bonds then called for redemption, and such cancellation shall not constitute

13 an Event of Default under this Trust Agreement. Neither the Authority nor the City nor the Trustee shall have any liability to the Owners or any other party related to or arising from such rescission of redemption. The Trustee shall mail notice of such rescission of redemption in the same manner as the original notice of redemption was sent.
(e) Purchase in lieu of Redemption. In lieu of redemption of Bonds as provided above, amounts held by the Trustee for such redemption may be applied by the Trustee to the purchase of Bonds at public or private sale as and when and at such prices (including brokerage, accrued interest and other charges) at the direction of the Authority or the City received by the Trustee at least 75 days prior to the selection of the Bonds for redemption, but such purchase price must not exceed the redemption price that would be payable if such Bonds were redeemed. (f) Manner of Redemption. If less than all Outstanding Bonds of any particular maturity date are to be redeemed at any one time, the Authority or the City shall direct the Trustee to select the portions of the Bonds of such maturity date to be redeemed by lot in a manner which the Authority or the City deems to be fair. For purposes of such selection, all Bonds will be deemed to be comprised of separate $5,000 denominations and such separate denominations will be treated as separate Bonds that may be separately redeemed.

SECTION 2.04. Form of Bonds. The Bonds will be substantially in the form set forth in Exhibit A hereto attached and by this reference herein incorporated.

SECTION 2.05. Execution of Bonds. The Bonds will be executed by the Executive Director or Treasurer of the Authority and attested to the by the Secretary of the Authority, or by any other officials of the Authority duly authorized by the Authority for those purposes, and authenticated manually or electronically by the Trustee.

SECTION 2.06. Transfer and Payment of Bonds. Any Bond may, in accordance with its terms, be transferred in the books required to be kept pursuant to the provisions of Section 2.08 by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond at the Corporate Trust Office of the Trustee for cancellation accompanied by delivery of a duly executed written instrument of transfer in a form acceptable to the Trustee.

Whenever any Bond or Bonds will be surrendered for transfer, the Trustee will execute and deliver to the transferee a new Bond or Bonds of the same maturity date evidencing and representing a like aggregate principal amount in authorized denominations. The Trustee will require the payment by the Owner requesting such transfer of any tax or other governmental charge required to be paid with respect to such transfer as a condition precedent to the exercise of such privilege.

The Trustee may deem and treat the registered owner of any Bond as the absolute owner of such Bond for the purpose of receiving payment of the principal and interest and redemption premium, if any, thereon and for all other purposes, whether such Bond will be overdue or not, and the Trustee will not be affected by any notice or knowledge to the contrary; and payment of the interest and principal and redemption premium, if any, on such Bond will be made only to such registered owner, which payments will be valid and effectual to satisfy and discharge liability on such Bond to the extent of the sum or sums so paid.

The Trustee will not be required to register the transfer of any Bond during the period commencing on the date 15 days preceding the selection of Bonds for redemption and ending on the date of mailing of notice of such redemption, or any Bond which has been selected for redemption in whole or in part, from and after the day of mailing of a notice of redemption of such Bonds selected for redemption in whole or in part as provided in Section 2.03.

14 Prior to any transfer of the Bonds outside the book-entry system (including, but not limited to, the initial transfer outside the book-entry system) the transferor shall provide or cause to be provided to the Trustee all information necessary to allow the Trustee to comply with any applicable tax reporting obligations, including without limitation any cost basis reporting obligations under Internal Revenue Code Section 6045, as amended. The Trustee shall conclusively rely on the information provided to it and shall have no responsibility to verify or ensure the accuracy of such information.

SECTION 2.07. Exchange of Bonds. Any Bond may be exchanged at the Corporate Trust Office of the Trustee for a Bond of a like aggregate principal amount of the same maturity date of other authorized denominations. The Trustee will require the payment by the Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange as a condition precedent to the exercise of such privilege.

The Trustee will not be required to exchange any Bond during the period commencing on the date 15 days preceding the selection of Bonds for redemption and ending on the date of mailing of notice of such redemption, or any Bond which has been selected for redemption in whole or in part, from and after the day of mailing of a notice of redemption of such Bonds selected for redemption in whole or in part as provided in Section 2.03.

SECTION 2.08. Bond Registration Books. The Trustee will keep at its Corporate Trust Office sufficient books for the registration and transfer of the Bonds which will at all times be open to inspection by the Authority during regular business hours with reasonable prior notice, and upon presentation for such purpose the Trustee will, under such reasonable regulations as it may prescribe, register or transfer the Bonds in such books as hereinabove provided.

SECTION 2.09. Mutilated, Destroyed, Stolen or Lost Bonds. If any Bond will become mutilated, the Trustee, at the expense of the Owner, will thereupon execute and deliver a new Bond of like tenor and amount in exchange and substitution for the Bond so mutilated, but only upon surrender to the Trustee of the Bond so mutilated. Every mutilated Bond so surrendered to the Trustee will be cancelled and destroyed.

If any Bond will be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Trustee and, if such evidence be satisfactory to the Trustee and indemnity satisfactory to the Trustee will be given, the Trustee, at the expense of the Owner, will thereupon execute and deliver a new Bond of like tenor in lieu of and in substitution for the Bond so lost, destroyed or stolen.

The Trustee may require payment of a reasonable sum for each new Bond delivered under this Section 2.09 and of the expenses that may be incurred by the Authority and the Trustee in the premises. Any Bond executed and delivered under the provisions of this section in lieu of any Bond alleged to be lost, destroyed or stolen will be equally and proportionately entitled to the benefits of this Trust Agreement with all other Bonds secured by this Trust Agreement. The Trustee will not be required to treat both the original Bond and any replacement Bond as being Outstanding for the purpose of determining the principal amount of Bonds which may be executed and delivered hereunder or for the purpose of determining any percentage of Bonds Outstanding hereunder, but both the original and replacement Bond will be treated as one and the same.

SECTION 2.10. Temporary Bonds. The Bonds executed and delivered under this Trust Agreement may be initially executed and delivered in temporary form exchangeable for definitive

15 Bonds when ready for delivery. The temporary Bonds may be printed, lithographed or typewritten, will be of such denominations as may be determined by the Trustee, will be in fully registered form and may contain such reference to any of the provisions of this Trust Agreement as may be appropriate. Every temporary Bond will be executed and delivered by the Trustee, upon the same conditions and terms and in substantially the same manner as definitive Bonds. If the Trustee executes and delivers temporary Bonds it will execute and furnish definitive Bonds and thereupon the temporary Bonds may be surrendered, for cancellation, in exchange therefor at the Corporate Trust Office of the Trustee, and the Trustee will deliver in exchange for such temporary Bonds definitive Bonds of an equal aggregate principal amount of Bonds of authorized denominations.

Until so exchanged, the temporary Bonds will be entitled to the same benefits under this Trust Agreement as definitive Bonds delivered hereunder.

SECTION 2.11. Use of Book-Entry System for Bonds.
(a) The Bonds initially will be delivered in the form of a single executed fully registered Bond for each stated maturity date of the Bonds, representing the aggregate principal amount of the Bonds of such maturity date. Upon initial delivery, the ownership of all such Bonds will be registered in the registration records maintained by the Trustee pursuant to Section 2.08 hereof in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”), or such other nominee as DTC will request pursuant to the Representation Letter. The Trustee may treat DTC (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment of the principal or redemption price and interest on such Bonds, selecting the Bonds or portions thereof to be redeemed, giving any notice permitted or required to be given to Owners hereunder, registering the transfer of Bonds, obtaining any consent or other action to be taken by Owners of the Bonds and for all other purposes whatsoever; and the Trustee will not be affected by any notice to the contrary. Neither the Trustee nor the Authority will have any responsibility or obligation to any Participant (which will mean, for purposes of this section, securities brokers and dealers, banks, trust companies, clearing corporations and other entities, some of whom directly or indirectly own DTC, any person claiming a beneficial ownership interest in the Bonds under or through DTC or any Participant, or any other person which is not shown on the registration records as being an Owner of Bonds, with respect to (i) the accuracy of any records maintained by DTC or any Participant, (ii) the payment by DTC or any Participant of any amount in respect of the principal or redemption price or interest on the Bonds (iii) any notice which is permitted or required to be given to Owners of Bonds hereunder, (iv) the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of the Bonds, or (v) any consent given or other action taken by DTC as Owner of Bonds. The Trustee will pay all principal, redemption premium, if any, and interest on the Bonds only at the times, to the accounts, at the addresses and otherwise in accordance with the Representation Letter, and all such payments will be valid and effective to satisfy fully and discharge the principal, redemption premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. Upon delivery by DTC to the Trustee of written notice to the effect that DTC has determined to substitute a new nominee in place of its then existing nominee, the Bonds will be transferable to such new nominee in accordance with subsection (c) of this section. (b) In the event that the Authority determines that it is in the best interests of the beneficial owners of the Bonds that they be able to obtain securities certificates, the Trustee will, upon the written instruction of the Authority, so notify DTC, whereupon DTC will notify the Participants of the availability through DTC of securities certificates. In such event, the Bonds will be transferable in accordance with subsection (c) of this section. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice of such discontinuance to the Authority and the Trustee and discharging its responsibilities with respect thereto under

16 applicable law. In such event, the Bonds will be transferable in accordance with subsection (c) of this section. Whenever DTC requests the Authority and the Trustee to do so, the Trustee and the Authority will cooperate with DTC in taking appropriate action after reasonable notice to arrange for another securities depository to maintain custody of all certificates evidencing the Bonds then Outstanding. In such event, the Bonds will be transferable to such securities depository in accordance with subsection (c) of this section, and thereafter, all references in this Trust Agreement to DTC or its nominee will be deemed to refer to such successor securities depository and its nominee, as appropriate.
(c) In the event that any transfer or exchange of Bonds is authorized under subsection (a) or (b) of this section, such transfer or exchange will be accomplished upon receipt by the Trustee from the registered owner thereof of the Bonds to be transferred or exchanged and appropriate instruments of transfer to the permitted transferee, all in accordance with the applicable provisions of Sections 2.06 and 2.07 hereof. In the event certificates are delivered to Owners other than Cede & Co., its successor as nominee for DTC as Owner of all the Bonds, another securities depository as Owner of all the Bonds, or the nominee of such successor securities depository, the provisions of Sections 2.06 and 2.07 hereof will also apply to, among other things, the registration, exchange and transfer of the Bonds and the method of payment of principal, redemption premium, if any, and interest on the Bonds.

SECTION 2.12. Procedure for the Delivery of Bonds; Disposition of Proceeds. (a) The Trustee is hereby authorized to authenticate the Bonds to the purchaser thereof upon the Written Request of the Authority and upon receipt of the proceeds of the sale thereof.
(b) On the Closing Date, the Trustee will deposit the proceeds received from the sale of the Bonds from the purchaser thereof in the amount of $__________ (being 100% of the aggregate principal amount thereof, plus an original issue premium of $__________, less an underwriters’ discount of $__________), as follows:
(c) On the Closing Date, the proceeds of the 2026 Bonds will be transferred and deposited as follows:
(i) Deposit in the Improvement Fund $__________
(ii) Deposit in the 2026 Parity Reserve Account of the Parity Reserve Fund $__________;
(iii) Deposit $____________ in the Costs of Issuance Fund, which fund is hereby created and which fund the Authority hereby agrees to maintain with the Trustee until March 1, 2026. All money in the Costs of Issuance Fund will be used and withdrawn by the Trustee to pay the Costs of Issuance of the Bonds upon receipt of a Written Request of the Authority filed with the Trustee, each of which will be sequentially numbered and will state the person to whom payment is to be made, the amount to be paid, the purpose for which the obligation was incurred and that such payment is a proper charge against said fund. On March 1, 2026 or upon the earlier Written Request of the Authority, any remaining balance in the Costs of Issuance Fund will be transferred for deposit in the 2026

17 Debt Service Fund established under Section 3.03 below, and used to pay interest on the Bonds.

The Authority hereby directs the Trustee to make the transfers required above. The Trustee may, at its option, establish and maintain a temporary account or accounts in connection with the deposit and transfer of the proceeds of the Bonds.

ARTICLE III
2026 PAYMENTS
SECTION 3.01. Pledge of Revenues. Subject only to the provisions of this Trust Agreement permitting the application thereof for the purposes and on the terms and conditions set forth herein, all of the Revenues and all amounts (including proceeds of the sale of the Bonds) held in any fund or account established under this Trust Agreement are hereby pledged to secure the payment of the principal of and interest and premium (if any) on the Bonds in accordance with their terms and the provisions of this Trust Agreement. Said pledge constitutes a lien on and security interest in the Revenues and such amounts and will attach, be perfected and be valid and binding from and after the Closing Date, without the need for any physical delivery thereof or further act. Notwithstanding anything in this Trust Agreement or in the Bonds contained, the Authority is not required to advance any moneys derived from any source other than the Revenues and other assets pledged under this Trust Agreement for any of the purposes in this Trust Agreement mentioned, whether for the payment of the principal of or interest on the Bonds or for any other purpose of this Trust Agreement. Nevertheless, the Authority may, but is not required to, advance for any of the purposes hereof any funds of the Authority which may be made available to it for such purposes.

SECTION 3.02. Deposit of Revenues. All Revenues will be promptly deposited by the Trustee upon receipt thereof in a special fund designated as the “2026 Debt Service Fund” which the Trustee will establish, maintain and hold in trust, for so long as any Bonds will be Outstanding hereunder. All Revenues will be promptly deposited by the Trustee upon receipt thereof in the 2026 Debt Service Fund; except that all moneys received by the Trustee and required hereunder or under the 2026 Supplemental Contract to be used for optional redemption of Bonds pursuant to Section 2.03 will be promptly deposited in a special fund and disbursed for that purpose. All Revenues deposited with the Trustee will be held, disbursed, allocated and applied by the Trustee only as provided in this Trust Agreement. Any surplus remaining in the 2026 Debt Service Fund, after payment in full of (i) the principal of and interest on the Bonds or provision therefore under Article VIII, and (ii) any applicable fees and expenses to the Trustee, will be withdrawn by the Trustee and remitted to the City.

SECTION 3.03. Establishment and Maintenance of Accounts for Use of Money in the 2026 Debt Service Fund. Money in the 2026 Debt Service Fund will be set aside by the Trustee in the following respective special accounts within the 2026 Debt Service Fund (each of which is hereby created and each of which the Trustee hereby agrees and covenants to maintain) and disbursed as provided below in the following order of priority:
(i) 2026 Interest Account, and
(ii) 2026 Redemption Account (with a 2026 Principal Subaccount therein).

18 All money in each of such accounts and subaccounts will be held in trust by the Trustee for the benefit of the Owners and will be applied, used and withdrawn only for the purposes hereinafter authorized in this section.
(a) 2026 Interest Account. On the Business Day immediately preceding each February 1 and August 1, commencing on August 1, 2026, the Trustee will set aside from the 2026 Debt Service Fund and deposit in the 2026 Interest Account that amount of money which is equal to the amount of interest on the 2026 Bonds becoming due and payable on such February 1 or August 1, as the case may be.

No deposit need be made in the 2026 Interest Account if the amount contained therein is at least equal to the aggregate amount of interest on the 2026 Bonds becoming due and payable on such Interest Payment Date.

All money in the 2026 Interest Account will be used and withdrawn by the Trustee solely for the purpose of paying the interest as becomes due and payable (including accrued interest on any 2026 Bonds purchased or redeemed prior to their respective maturity dates). (b) 2026 Redemption Account. On the Business Day immediately preceding each February 1, commencing on February 1, [20___], the Trustee will set aside from the 2026 Debt Service Fund and deposit in the 2026 Principal Subaccount in the 2026 Redemption Account an amount of money equal to the principal amount of the 2026 Bonds becoming due on such February 1.

No deposit need be made in the 2026 Redemption Account if the amount contained in the 2026 Principal Subaccount therein is at least equal to the aggregate amount of the principal of the 2026 Bonds becoming due on such February 1.

SECTION 3.04. Parity Reserve Fund. The Trustee hereby agrees and covenants to maintain the Parity Reserve Fund originally established under the 1997 Trust Agreement so long as the Contract has not been discharged in accordance with its terms or any Bonds remain Outstanding hereunder (notwithstanding that the Parity Reserve Fund is no longer maintained in connection with the Parity Obligations issued prior to the date hereof and no longer outstanding).

The Parity Reserve Fund will be maintained so long as any Parity Obligations secured thereby remain outstanding.

The Contract provides that on or before the third Business Day before each Interest Payment Date, the City will, from the remaining money on deposit in its Electric Revenue Fund after deposits and transfers under for debt service, transfer to the Trustee for deposit in the Parity Reserve Fund that sum, if any, necessary to restore the Parity Reserve Fund to an amount equal to the Reserve Fund Requirement. The City will also, from such remaining moneys in the Electric Revenue Fund, transfer or cause to be transferred to the reserve fund or account for any Parity Obligations which are not Supplemental Contracts, without preference or priority between transfers made in accordance with this sentence and the preceding sentence, and in the event of any insufficiency of such moneys ratably without any discrimination or preference, that sum or sums, if any, equal to the amount required to be deposited therein pursuant to such Parity Obligations.

The Trustee shall establish a 2026 Parity Reserve Account within the Parity Reserve Fund as a special account of the 2026 Debt Service Fund. The Trustee shall deposit in the 2026 Parity Reserve Account the amount set forth in Section 2.12(c)(ii) and any other amounts transferred to

19 the Trustee by the City from any source, as directed by the Authority in a Written Request of the Authority. Moneys on deposit in the 2026 Parity Reserve Account shall be transferred by the Trustee to the 2026 Debt Service Fund to pay principal and interest on the Bonds on any Interest Payment Date in the event amounts on deposit therein are insufficient for such purposes. The Trustee will also, from such amounts on deposit in the 2026 Parity Reserve Account, transfer or cause to be transferred to the debt service fund established under any applicable debt service fund established under a trust agreement under which any Parity Obligations are issued in connection with a supplement to the Master Contract and are secured by the Parity Reserve Fund, without preference or priority between transfers made pursuant to this sentence and the preceding sentence, and in the event of any insufficiency of such moneys ratably without discrimination or preference, that sum or sums, if any, equal to the amount required to be deposited therein pursuant to the 1997 Trust Agreement or such trust agreement under which any Parity Obligations are issued in connection with a supplement to the Master Contract.

Interest earnings on amounts on deposit in the 2026 Parity Reserve Account, and any amount in the 2026 Parity Reserve Account in excess of the amount which, when added to the amount in the Parity Reserve Fund equals the Reserve Fund Requirement, unless needed to pay debt service on any obligations issued pursuant to the Contract or to replenish the Parity Reserve Fund, or unless subject to rebate requirements pursuant to Section 2.06 of the 2026 Supplemental Contract, will be withdrawn from the 2026 Parity Reserve Account and transferred, upon Written Request of the Authority submitted to the Trustee, to the City for deposit in the Revenue Fund established under the Contract.

Any withdrawals of excess amounts in either or both of the Parity Reserve Fund, the 2026 Parity Reserve Account and any accounts established in connection with other Parity Obligations which are attributable to other-than interest earnings will be allocated and withdrawn, upon Written Request of the Authority submitted to the Trustee, from the amount on deposit in the Parity Reserve Fund, the 2026 Parity Reserve Account and any accounts established in connection with other Parity Obligations pro-rata, based on the portion of the Reserve Fund Requirement originally deposited in the Parity Reserve Fund from such Parity Obligations, in the 2026 Parity Reserve Account from the Bonds, and in such other accounts established in connection with other Parity Obligations from proceeds of such Parity Obligations, except that to the extent that the reduction is attributable in whole or in part to any particular Parity Obligations, the Parity Reserve Fund, to the extent possible, will be reduced by the portion of the total reduction that is reasonably attributable to such Parity Obligations, and the 2026 Parity Reserve Account will be reduced by the portion of the total reduction that is reasonably attributable to the 2026 Bonds and the accounts established in connection with the other Parity Obligations will be reduced by the portion of the total reduction that is reasonably attributable to such other Parity Obligations.

SECTION 3.05. Improvement Fund. The Trustee hereby agrees to establish and maintain, at the request of and on behalf of the City, the Improvement Fund referred to in Section

2.02 of the Master Contract, and within the Improvement Fund the Trustee shall establish and maintain the 2026 Project Account until the completion of the 2026 Project. All money in the 2026 Project Account and interest earnings thereon shall be held by the Trustee in trust and shall be applied by the Trustee for the payment of the construction and acquisition of the 2026 Project (including reimbursement to the City for any such costs or expenses theretofore paid by it for the account of the 2026 Project whether or not paid prior to the date hereof) or as otherwise provided herein.

20 Amounts in the 2026 Project Account shall be promptly disbursed by the Trustee upon receipt by the Trustee of a Request of the City (as defined in the Master Contract) substantially in the form attached hereto as Exhibit B.

Upon receipt of each such Request of the City, the Trustee shall, so long as the Trustee does not have actual knowledge of or has not received written notice that the City or the Authority are then in default under the Contract or hereunder, pay the amount set forth therein as directed by the terms thereof from moneys on deposit in the 2026 Project Account, except that the Trustee shall not make any such payment if it has received a stop notice or any other notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the money to be so paid which has not been released or will not be released simultaneously with such payment, other than materialmen's or mechanics' liens accruing by mere operation of law or a notice from the Authority stating that the City is not authorized to act as agent for the Authority with respect to the matter described in such Request of the City.

When the acquisition and construction of the 2026 Project has been completed to the satisfaction of the City, the City shall deliver a Certificate of the City (as defined in the Master Contract) to the Trustee stating the fact and date of the completion of such improvements, and stating that all the costs of the 2026 Project and the expenses incidental thereto have been determined and paid (or that such claims and expenses have been paid less specified claims which are subject to dispute and for which a retention in the 2026 Project Account is to be maintained in the full amount of such claims until such dispute is resolved). Upon receipt of such certificate, the Trustee shall transfer all remaining moneys in the 2026 Project Account to the City for deposit into the Electric Revenue Fund (as defined in the Master Contract). In the event the 2026 Project Account has not been depleted by the date which is three years after the Closing Date, the Authority shall give written instructions to the Trustee as to the investment of any moneys remaining therein fifteen (15) days prior to such date and shall provide an Opinion of Bond Counsel to the effect that such investment shall not adversely affect the tax-exempt status of the Certificates.

SECTION 3.06. Deposit and Investments of Money in Accounts and Funds. All money held by the Trustee in any of the accounts or funds established pursuant hereto will be invested in Permitted Investments at the Written Request of the Authority filed with the Trustee at least 2 Business Days in advance of the making of such investments, which such Permitted Investments will, as nearly as practicable, mature on or before the dates on which such money is anticipated to be needed for disbursement hereunder, and the Trustee will have no liability or responsibility for any loss resulting from any investment made in accordance herewith; provided, that if no such Written Request is received by the Trustee, the Trustee will invest such money in those Permitted Investments described in clause (7) of the definition thereof, provided, however, that any such investment will be made by the Trustee only if, prior to the date on which such investment is to be made, the Trustee will have received a Written Request of the Authority specifying a specific money market fund and, if no such Written Request of the Authority is so received, the Trustee will hold such moneys uninvested. Subject to Sections 3.04 and 4.03, all interest or profits received on any money so invested will be deposited in the 2026 Debt Service Fund. Investments purchased with funds on deposit in the Parity Reserve Fund will have an average aggregate weighted term to maturity not greater than five years.

For Investment purposes only, the Trustee may commingle the funds and accounts established hereunder, but will account for each separately.

21 The Authority acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Authority the right to receive brokerage confirmations of security transactions as they occur, the Authority specifically waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish the Authority periodic cash transaction statements that include detail for all investment transactions made by the Trustee hereunder.

The Trustee or any of its affiliates may act as sponsor, advisor or manager in connection with any investments made by the Trustee hereunder.

The Trustee will not be liable for any loss from any Permitted Investments acquired, held or disposed of in accordance herewith.

SECTION 3.07. Assignment to Trustee, Enforcement of Obligations. (a) The Authority hereby irrevocably transfers, assigns and sets over to the Trustee, without recourse to the Authority, all of its rights in the Revenues and in the Contract as supplemented by the 2026 Supplemental Contract (excepting only the Authority’s rights under Section 7.09 of the Contract), including but not limited to all of the Authority’s rights to receive and collect all of the 2026 Payments. The Trustee is entitled to collect and receive all of the Revenues, and any Revenues collected or received by the Authority will be deemed to be held, and to have been collected or received, by the Authority as the agent of the Trustee and will forthwith be paid by the Authority to the Trustee. The Trustee is also entitled to and will, subject to the provisions of Article V, take all steps, actions and proceedings which the Trustee determines to be reasonably necessary in its judgment to enforce, either jointly with the Authority or separately, all of the rights of the Authority and all of the obligations of the City under the 2026 Supplemental Contract. (b) The Trustee may, in performing the obligations set forth in Section 3.06 above, rely and will be protected in acting or refraining from acting upon an Opinion of Counsel furnished by the City.

22 ARTICLE IV

COVENANTS OF THE AUTHORITY AND THE TRUSTEE
SECTION 4.01. Compliance with Trust Agreement. The Trustee will not execute or deliver any Bonds in any manner other than in accordance with the provisions hereby; and the Authority will not suffer or permit any default by it to occur hereunder, but will faithfully comply with, keep, observe and perform all the agreements and covenants to be observed or performed by it contained herein and in the Bonds.

SECTION 4.02. Issuance and Payment of Bonds.
(a) The Authority will punctually pay or cause to be paid the principal of and interest and premium (if any) on all the Bonds in strict conformity with the terms of the Bonds and of this Trust Agreement, according to the true intent and meaning thereof, but only out of the Revenues and other amounts pledged for such payment as provided in this Trust Agreement. (b) The Authority will not directly or indirectly extend or assent to the extension of the maturity of any of the Bonds or the time of payment of any claims for interest by the purchase of such Bonds or by any other arrangement, and in case the maturity of any of the Bonds or the time of payment of any such claims for interest will be extended, such Bonds or claims for interest will not be entitled, in case of any default hereunder, to the benefits of this Trust Agreement, except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest thereon which have not been so extended. (c) The Authority will not create, or permit the creation of, any pledge, lien, charge or other encumbrance upon the Revenues and other assets pledged or assigned under this Trust Agreement while any of the Bonds are Outstanding, except the pledge and assignment created by this Trust Agreement. Subject to this limitation, the Authority expressly reserves the right to enter into one or more other trust agreements for any of its purposes (including in connection with Supplemental Contracts), and reserves the right to issue other obligations for such purposes. (d) The Authority is duly authorized under law to issue the Bonds and to enter into this Trust Agreement and to pledge and assign the Revenues and other amounts purported to be pledged and assigned, respectively, under this Trust Agreement in the manner and to the extent provided in this Trust Agreement. The Bonds and the provisions of this Trust Agreement are and will be the legal, valid and binding special obligations of the Authority in accordance with their terms. The Authority and the Trustee will at all times, subject to the provisions of Article V and to the extent permitted by law, defend, preserve and protect said pledge and assignment of Revenues and other assets and all the rights of the Bond Owners under this Trust Agreement against all claims and demands of all persons whomsoever. (e) The Authority will faithfully comply with, keep, observe and perform all valid and lawful obligations or regulations now or hereafter imposed on it by contract, or prescribed by any law of the United States of America or of the State, or by any officer, board or commission having jurisdiction or control, as a condition of the continued enjoyment of each and every franchise, right or privilege now owned or hereafter acquired by it, including its right to exist and carry on its businesses, to the end that such franchises, rights and privileges will be maintained and preserved and will not become abandoned, forfeited or in any manner impaired.

SECTION 4.03. Tax Covenants For so long as the 2026 Bonds are outstanding and notwithstanding any defeasance thereof, the Authority hereby covenants as follows:

23 (a) Private Activity Bond Limitation. The Authority will assure that the proceeds of the 2026 Bonds are not so used as to cause the 2026 Bonds to satisfy the private business tests of section 141(b) of the Code or the private loan financing test of section 141(c) of the Code. (b) Federal Guarantee Prohibition. The Authority will not take any action or permit or suffer any action to be taken if the result of such action would be to cause any of the 2026 Bonds to be "federally guaranteed" within the meaning of section 149(b) of the Code. (c) Rebate Requirement. The Authority will take any and all actions necessary to assure compliance with section 148(f) of the Code, relating to the rebate of excess investment earnings, if any, to the federal government, to the extent that such section is applicable to the 2026 Bonds.
(d) Maintenance of Tax-Exemption. The Authority will not take, or permit or suffer to be taken by the Paying Agent or otherwise, any action with respect to the proceeds of the 2026 Bonds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the 2026 Bonds would have caused the 2026 Bonds to be "arbitrage bonds" within the meaning of section 148 of the Code. (e) Record Retention. The Authority will retain its records of all accounting and monitoring it carries out with respect to the 2026 Bonds for at least 3 years after the 2026 Bonds are fully redeemed.

SECTION 4.04. Accounting, Records and Reports. The Trustee will keep or cause to be kept proper books of record and accounts in which complete and correct entries will be made of all transactions made by the Trustee relating to the receipts, disbursements, allocation and application of the 2026 Payment and the proceeds of the Bonds, and such books will be available for inspection by the Authority, at reasonable hours and under reasonable conditions and with reasonable notice. Not more than 180 days after the close of each Fiscal Year, the Trustee will furnish or cause to be furnished to the Authority a complete financial statement covering receipts, disbursements, allocation and application of 2026 Payments received by the Trustee for such Fiscal Year.

SECTION 4.05. Prosecution and Defense of Suits. The Authority will defend against every suit, action or proceeding at any time brought against the Trustee upon any claim to the extent arising out of the receipt, application or disbursement of any of the 2026 Payments and the proceeds of the Bonds or to the extent involving the failure of the Authority to fulfill its obligations hereunder; provided that the Trustee or any affected Owner at its election may appear in and defend any such suit, action or proceeding. The Authority will indemnify and hold harmless the Trustee against any and all liability claimed or asserted by any person to the extent arising out of such failure by the Authority, and will indemnify and hold harmless the Trustee against any attorney’s fees or other expenses which it may incur in connection with any litigation to which it may become a party by reason of its actions hereunder, except for any loss, cost, damage or expense resulting from the active or passive negligence, willful misconduct or breach of duty by the Trustee. Notwithstanding any contrary provision hereof, this covenant will remain in full force and effect even though all Bonds secured hereby may have been fully paid and satisfied.

24 SECTION 4.06. Enforcement of Contract; Amendments to Contract. (a) The Authority will promptly collect all amounts due pursuant to the 2026 Supplemental Contract and will diligently enforce, and take all steps, actions and proceedings reasonably necessary for the enforcement of all of the rights of the Authority thereunder. (b) Except for any Supplemental Contract delivered in accordance with the terms of the Contract, the Authority will not supplement, amend, modify or terminate any of the terms of the Contract, or consent to any such supplement, amendment, modification or termination, unless (a) such supplement, amendment, modification or termination will not materially adversely affect the interests of the Owners or result in any material impairment of the security hereby given for the payment of the Bonds, or (b) the Authority or the Trustee first obtains the written consent of the Owners of a majority in aggregate principal amount of the Bonds and Parity Obligations then Outstanding to such supplement, amendment, modification or termination; provided, however, that no such supplement, amendment, modification or termination will reduce the amount of 2026 Payments to be made to the Authority or the Trustee by the City pursuant to the Contract, or extend the time for making such 2026 Payments in any manner that would require the amendment of the Trust Agreement in any manner not in compliance with Section 6.01 hereof.

SECTION 4.07. Maintenance of Existence. In the event the existence of the Authority will be impaired by any termination of the existence of the Successor Agency of the Redevelopment Agency of the City of Roseville, as successor to the Redevelopment Agency of the City of Roseville in its capacity as a member of the Authority, the Authority will take or cause to be taken all actions reasonably necessary to continue its existence until such time as the Bonds have been paid in full.

SECTION 4.08. Further Assurances. Whenever and so often as reasonably requested to do so by the Trustee or any Owner, the Authority will promptly execute and deliver or cause to be executed and delivered all such other and further assurances, documents or instruments, and promptly do or cause to be done all such other and further things as may be necessary or reasonably required in order to further and more fully vest in the Trustee and the Owners all rights, interests, powers, benefits, privileges and advantages conferred or intended to be conferred upon them hereby.

25 ARTICLE V

THE TRUSTEE
SECTION 5.01. The Trustee. U.S. Bank Trust Company, National Association, at its Principal Office, is hereby appointed Trustee for the 2026 Bonds. The Trustee undertakes to perform such duties, and only such duties, as are specifically set forth in this Trust Agreement, and no implied covenants or obligations shall be read into this Trust Agreement against the Trustee.

Any company into which the Trustee may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible under the following paragraph of this Section, shall be the successor to such Trustee without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding.

The Authoirty may remove the Trustee initially appointed, and any successor thereto, and may appoint a successor or successors thereto, but any such successor shall be a bank or trust company having a combined capital (exclusive of borrowed capital) and surplus of at least $50,000,000, including, for such purpose, the combined capital and surplus of any parent holding company, and subject to supervision or examination by federal or state authority. If such bank or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purposes of this Section 7.01, combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.

The Trustee may at any time resign by giving written notice to the Authoirty and by giving to the Owners notice by mail of such resignation. Upon receiving notice of such resignation, the Authoirty shall promptly appoint a successor Trustee by an instrument in writing. Any resignation or removal of the Trustee shall become effective upon acceptance of appointment by the successor Trustee.

If no appointment of a successor Trustee shall be made pursuant to the foregoing provisions of this Section within 30 days after the Trustee shall have given to the Authoirty written notice or after a vacancy in the office of the Trustee shall have occurred by reason of its inability to act, the Trustee or any 2026 Bondowner may apply to any court of competent jurisdiction to appoint a successor Trustee. Said court may thereupon, after such notice, if any, as such court may deem proper, appoint a successor Trustee.

SECTION 5.02. Liability of Trustee. The recitals of facts, covenants and agreements herein and in the 2026 Bonds contained shall be taken as statements, covenants and agreements of the Authoirty, and the Trustee assumes no responsibility for the correctness of the same, or makes any representations as to the validity or sufficiency of this Trust Agreement or of the 2026 Bonds, or shall incur any responsibility in respect thereof, other than in connection with the duties or obligations herein or in the 2026 Bonds assigned to or imposed upon it. The Trustee shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful default. The Trustee assumes no responsibility or liability for any information, statement or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of the 2026 Bonds. The Trustee has no liability regarding the use of the proceeds from the purchase of the 2026 Bonds deposited in funds held by the Authority.

26 In the absence of bad faith, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Trust Agreement, including all Certificates of the Authority meeting such requirements; but in the case of any such certificates or opinions by which any provision hereof are specifically required to be furnished to the Trustee, the Trustee shall be under a duty to examine the same to determine whether or not they conform to the requirements of this Trust Agreement. Except as provided above in this paragraph, the Trustee shall be protected and shall incur no liability in acting or proceeding, or in not acting or not proceeding, in good faith, reasonably and in accordance with the terms of this Trust Agreement, upon any resolution, order, notice, request, consent or waiver, certificate, statement, affidavit, or other paper or document which it shall in good faith reasonably believe to be genuine and to have been adopted or signed by the proper person or to have been prepared and furnished pursuant to any provision of this Trust Agreement, and the Trustee shall not be under any duty to make any investigation or inquiry as to any statements contained or matters referred to in any such instrument.

The Trustee shall not be liable for any error of judgment made in good faith by a responsible officer unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts.

No provision of this Trust Agreement shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Trust Agreement at the request or direction of any of the Owners pursuant to this Trust Agreement unless such Owners shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction.

The Trustee may become the owner of the 2026 Bonds with the same rights it would have if it were not the Trustee.

SECTION 5.03. Information. The Trustee shall provide to the Authority and the City such information relating to the 2026 Bonds and the funds and accounts maintained by the Trustee hereunder as the Authority or City shall reasonably request, including but not limited to quarterly statements reporting funds held and transactions by the Trustee.

SECTION 5.04. Notice to Trustee. The Trustee may rely and shall be protected in acting or refraining from acting upon any Certificate of the Authority, notice, resolution, request, consent, order, certificate, report, warrant, 2026 Bond or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or proper parties and given in accordance with the requirements hereof. The Trustee may execute any of the powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder. The Trustee may consult with counsel, who may be counsel to the Authority or the City, with regard to legal questions, and the opinion of such

27 counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith.

The Trustee shall not be bound to recognize any person as the Owner of a 2026 Bond unless and until such 2026 Bond is submitted for inspection, if required, and his title thereto satisfactorily established, if disputed.

Whenever in the administration of its duties under this Trust Agreement the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may, in the absence of willful misconduct on the part of the Trustee, be deemed to be conclusively proved and established by a Certificate of the Authority, and such certificate shall be full warrant to the Trustee for any action taken or suffered under the provisions of this Trust Agreement or any Supplemental Agreement upon the faith thereof, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable.

SECTION 5.05. Compensation, Indemnification. The Authority shall pay to the Trustee, but only from Revenues, from time to time reasonable compensation for all services rendered as Trustee under this Trust Agreement, and also all reasonable expenses, charges, counsel fees and other disbursements, including those of their attorneys, agents and employees, incurred in and about the performance of their powers and duties under this Trust Agreement, but the Trustee shall not have a lien therefor on any funds at any time held by it under this Trust Agreement. The Authority further agrees, to the extent permitted by applicable law, and only from Revenues as the source of funds, to indemnify and save the Trustee, its officers, employees, directors and agents harmless against any costs, claims, expenses or liabilities, including, without limitation, fees and expenses of its attorneys which it may incur in the exercise and performance of its powers and duties hereunder which are not due to its negligence or willful misconduct. The obligation of the Authority under this Section shall survive resignation or removal of the Trustee under this Trust Agreement and payment of the 2026 Bonds and discharge of this Trust Agreement.

28 ARTICLE VI

AMENDMENT OF THE TRUST AGREEMENT
SECTION 6.01. Amendment of the Trust Agreement. The Trust Agreement and the rights and obligations of the Authority and of the Owners may be amended at any time by a Supplemental Trust Agreement which will become binding when the written consents of the Owners of a majority in aggregate principal amount of the Bonds then Outstanding, exclusive of Bonds disqualified as provided in Section 6.02, are filed with the Trustee; provided, that before executing any such Supplemental Trust Agreement the Trustee may first obtain at the Authority’s expense an Opinion of Counsel that such Supplemental Trust Agreement complies with the provisions of the Trust Agreement, on which opinion the Trustee may conclusively rely. No such amendment will (1) extend the maturity date of, or change the payment dates of, or reduce the rate of interest or principal or redemption premium, if any, on any Bond without the express written consent of the Owner of such Bond, or (2) reduce the percentage of Bonds required for the written consent to any such amendment, or (3) modify any rights or obligations of the Trustee without its prior written assent thereto.

The Trust Agreement and the rights and obligations of the Authority and of the Owners may also be amended at any time by a Supplemental Trust Agreement which will become binding upon adoption without the consent of any Owners, but only to the extent permitted by law, for any purpose that will not materially adversely affect the interests of the Owners, including (without limitation) for any one or more of the following purposes:
(a) to add to the agreements and covenants required herein to be performed by the Authority other agreements and covenants thereafter to be performed by the Authority, or to surrender any right or power reserved herein to or conferred herein on the Authority;
(b) to make such provisions for the purpose of curing any ambiguity or of correcting, curing or supplementing any defective provision contained herein or in regard to questions arising hereunder which the Authority may deem desirable or necessary and not inconsistent herewith;
(c) to add to the agreements and covenants required herein, such agreements and covenants as may be necessary to qualify the Trust Agreement under the Trust Indenture Act of 1939;
(d) to make any amendments or supplements necessary or appropriate to preserve or protect the exclusion of interest on the Bonds from gross income for federal income tax purposes under the Code or the exemption of such interest from State personal income taxes;
(e) to make such amendments or supplements as may be necessary or appropriate to maintain any then current rating on the Bonds; or (f) to add to the rights of the Trustee.

In executing, or accepting the additional trusts created by, any Supplemental Trust Agreement permitted by this Article or the modification thereby of the trusts created by this Trust Agreement, the Trustee shall be entitled to receive, and shall be fully protected in relying upon, an opinion of counsel stating that the execution of such Supplemental Trust Agreement is

29 authorized or permitted by this Trust Agreement and complies with the terms hereof. The Trustee may, but shall not be obligated to, enter into any such Supplemental Trust Agreement which affects the Trustee’s own rights, duties or immunities under this Trust Agreement or otherwise.

SECTION 6.02. Disqualified Bonds. Bonds owned or held by or for the account of the Authority or the City will not be deemed Outstanding for the purpose of any consent or other action or any calculation of Outstanding Bonds provided in this article, and will not be entitled to consent to or take any other action provided in this article. Upon request of the Trustee, the Authority and the City will specify in a certificate to the Trustee those Bonds disqualified pursuant to this Section and the Trustee may conclusively rely on such certificate.

SECTION 6.03. Endorsement or Replacement of Bonds After Amendment. After the effective date of any action taken as hereinabove provided, the Authority may determine that the Bonds may bear a notation by endorsement in form approved by the Authority as to such action, and in that case upon demand of the Owner of any Outstanding Bonds and presentation of such Owner’s Bond for such purpose at the Corporate Trust Office of the Trustee a suitable notation as to such action will be made on such Bond. If the Authority will so determine, new Bonds so modified as, in the opinion of the Authority, will be necessary to conform to such action will be prepared and executed, and in that case upon demand of the Owner of any Outstanding Bond a new Bond or Bonds will be exchanged at the Corporate Trust Office of the Trustee without cost to each Owner for its Bond or Bonds then Outstanding upon surrender of such Outstanding Bonds.

SECTION 6.04. Amendment by Mutual Consent. The provisions of this article will not prevent any Owner from accepting any amendment as to the particular Bonds held by him or her, provided that due notation thereof is made on such Bonds.

30 ARTICLE VII

EVENTS OF DEFAULT AND REMEDIES OF OWNERS
SECTION 7.01. Events of Default; Acceleration; Waiver of Default The following events constitute “Events of Default” hereunder:
(a) Failure to pay any installment of the principal of any Bonds when due, whether at maturity as therein expressed, by proceedings for redemption, by acceleration, or otherwise.
(b) Failure to pay any installment of interest on the Bonds when due. (c) Failure by the Authority to observe and perform any of the other covenants, agreements or conditions on its part contained in this Trust Agreement or in the Bonds, if such failure has continued for a period of 30 days after written notice thereof, specifying such failure and requiring the same to be remedied, has been given to the Authority by the Trustee; provided, however, if in the reasonable opinion of the Authority the failure stated in the notice can be corrected, but not within such 30-day period, such failure will not constitute an Event of Default if the Authority institutes corrective action within such 30- day period and thereafter diligently and in good faith cures the failure in a reasonable period of time.
(d) The commencement by the Authority of a voluntary case under Title 11 of the United States Code or any substitute or successor statute. (e) The occurrence and continuation of an Event of Default under and as defined in the Contract.

SECTION 7.02. Remedies Upon Event of Default. If an Event of Default occurs, and in each and every such case during the continuance of such Event of Default the Trustee or the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding may exercise the remedies provided to the Authority in the Contract; provided, that nothing contained herein will affect or impact the right of action of any Owner to institute suit directly against the Authority to enforce payment of such Owner’s Bonds.

If any Event of Default occurs, then, and in each and every such case during the continuance of such Event of Default, the Trustee may, and at the written direction of the Owners of a majority in aggregate principal amount of the Bonds at the time Outstanding will, in each case, upon receipt of indemnification satisfactory to Trustee against the costs, expenses and liabilities to be incurred in connection with such action, upon notice in writing to the Authority, declare the principal of all of the Bonds then Outstanding, and the interest accrued thereon, to be due and payable immediately, and upon any such declaration the same will become and will be immediately due and payable, anything in this Trust Agreement or in the Bonds contained to the contrary notwithstanding.

Any such declaration is subject to the condition that if, at any time after such declaration and before any judgment or decree for the payment of the moneys due will have been obtained or entered, the Authority deposits with the Trustee a sum sufficient to pay all the principal of and installments of interest on the Bonds payment of which is overdue, with interest on such overdue

31 principal at the rate borne by the respective Bonds to the extent permitted by law, and the reasonable fees, charges and expenses (including those of its legal counsel, including the allocated costs of internal attorneys) of the Trustee, and any and all other Events of Default known to the Trustee (other than in the payment of principal of and interest on the Bonds due and payable solely by reason of such declaration) have been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate has been made therefor, then, and in every such case, the Owners of a majority in aggregate principal amount of the Bonds then Outstanding, by written notice to the Authority, the City and the Trustee, may, on behalf of the Owners of all of the Bonds, rescind and annul such declaration and its consequences and waive such Event of Default; but no such rescission and annulment will extend to or will affect any subsequent Event of Default, or will impair or exhaust any right or power consequent thereon.

The Trustee additionally will have the right:
(a) by mandamus or other action or proceeding or suit at law or in equity to enforce the Authority’s rights under the Contract against the City or any director, officer or employee thereof, and to compel the City or any such director, officer or employee to perform or carry out its or his duties under law and the agreements and covenants required to be performed by it or him contained in the Contract; (b) by suit in equity to enjoin any acts or things which are unlawful or violate the rights of the Trustee; or
(c) by suit in equity upon the happening of any Event of Default hereunder to enforce the Authority’s rights under the Contract to require the City and its directors, officers and employees to account as the trustee of an express trust.

SECTION 7.03. Application of Revenues and Other Funds After Default. If an Event of Default occurs and is continuing, all Revenues and any other funds then held or thereafter received by the Trustee under any of the provisions of this Trust Agreement will be applied by the Trustee in the following order of priority:
(a) To the payment of reasonable fees, charges and expenses of the Trustee (including reasonable fees and disbursements of its legal counsel including outside counsel and the allocated costs of internal attorneys) incurred in and about the performance of its powers and duties under this Trust Agreement and in the opinion of the Trustee necessary to protect the interests of the Owners of the Bonds;
(b) To the payment of the principal of and interest then due on the Bonds (upon presentation of the Bonds to be paid, and stamping or otherwise noting thereon of the payment if only partially paid, or surrender thereof if fully paid) in accordance with the provisions of this Trust Agreement, as follows:

First: To the payment to the persons entitled thereto of all installments of interest then due in the order of the maturity of such installments, and, if the amount available will not be sufficient to pay in full any installment or installments maturing on the same date, then to the payment thereof ratably, according to the amounts due thereon, to the persons entitled thereto, without any discrimination or preference;

32 Second: To the payment to the persons entitled thereto of the unpaid principal of any Bonds which will have become due, whether at maturity or by acceleration or redemption, with interest on the overdue principal at the rate borne by the respective Bonds (to the extent permitted by law), and, if the amount available will not be sufficient to pay in full all the Bonds, together with such interest, then to the payment thereof ratably, according to the amounts of principal due on such date to the persons entitled thereto, without any discrimination or preference.

SECTION 7.04. Non-Waiver. A waiver of any default or breach of any duty or contract by the Trustee will not affect any subsequent default or breach of duty or contract or impair any rights or remedies on any such subsequent default or breach of duty or contract. No delay or omission by the Trustee to exercise any right or remedy accruing upon any default or breach of duty or contract will impair any such right or remedy or will be construed to be a waiver of any such default or breach of duty or contract or any acquiescence therein, and every right or remedy conferred upon the Trustee by law or by this article may be enforced and exercised from time to time and as often as will be deemed expedient by the Trustee.

SECTION 7.05. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Trustee or the Owners is intended to be exclusive of any other remedy, and each such remedy will be cumulative and will be in addition to every other remedy given hereunder or now or hereafter existing in law or in equity or by statute or otherwise and may be exercised without exhausting and without regard to any other remedy conferred by law.

SECTION 7.06. Trustee to Represent Bond Owners. The Trustee is hereby irrevocably appointed (and the successive respective Owners of the Bonds, by taking and holding the same, will be conclusively deemed to have so appointed the Trustee) as trustee and true and lawful attorney-in-fact of the Owners of the Bonds for the purpose of exercising and prosecuting on their behalf such rights and remedies as may be available to such Owners under the provisions of the Bonds, this Trust Agreement and applicable provisions of any law. All rights of action under this Trust Agreement or the Bonds or otherwise may be prosecuted and enforced by the Trustee without the possession of any of the Bonds or the production thereof in any proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee will be brought in the name of the Trustee for the benefit and protection of all the Owners of such Bonds, subject to the provisions of this Trust Agreement.

SECTION 7.07. Limitation on Bond Owners’ Right to Sue. Notwithstanding any other provision hereof, no Owner of any Bonds has the right to institute any suit, action or proceeding at law or in equity, for the protection or enforcement of any right or remedy under this Trust Agreement, the 2026 Supplemental Contract or any other applicable law with respect to such Bonds, unless (a) such Owner has given to the Trustee written notice of the occurrence of an Event of Default; (b) the Owners of a majority in aggregate principal amount of the Bonds then Outstanding have requested the Trustee in writing to exercise the powers hereinbefore granted or to institute such suit, action or proceeding in its own name; (c) such Owner or Owners have tendered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee has failed to comply with such request for a period of 60 days after such written request has been received by, and said tender of indemnity has been made to, the Trustee; and (e) no direction inconsistent with such written request has been given to the Trustee during such 60 day period by the Owners of a majority in aggregate principal amount of the Bonds then Outstanding.

33 Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Owner of Bonds of any remedy hereunder or under law; it being understood and intended that no one or more Owners of Bonds will have any right in any manner whatever by his or their action to affect, disturb or prejudice the security of this Trust Agreement or the rights of any other Owners of Bonds, or to enforce any right under the Bonds, this Trust Agreement, the 2026 Supplemental Contract or other applicable law with respect to the Bonds, except in the manner herein provided, and that all proceedings at law or in equity to enforce any such right will be instituted, had and maintained in the manner herein provided and for the benefit and protection of all Owners of the Outstanding Bonds, subject to the provisions of this Trust Agreement.

SECTION 7.08. Absolute Obligation of Authority. Nothing in Section 7.06 or in any other provision of this Trust Agreement or in the Bonds contained affects or impairs the obligation of the Authority, which is absolute and unconditional, to pay the principal of and interest and premium (if any) on the Bonds to the respective Owners of the Bonds at their respective dates of maturity, or upon acceleration or call for redemption, as herein provided, but only out of the Revenues and other assets herein pledged therefor, or affect or impair the right of such Owners, which is also absolute and unconditional, to enforce such payment by virtue of the contract embodied in the Bonds.

SECTION 7.09. Termination of Proceedings. In case any proceedings taken by the Trustee or by any one or more Bond Owners on account of any Event of Default have been discontinued or abandoned for any reason or have been determined adversely to the Trustee or the Bond Owners, then in every such case the Authority, the Trustee and the Bond Owners, subject to any determination in such proceedings, will be restored to their former positions and rights hereunder, severally and respectively, and all rights, remedies, powers and duties of the Authority, the Trustee and the Bond Owners will continue as though no such proceedings had been taken.

34 ARTICLE VIII

DEFEASANCE
SECTION 8.01. Discharge of Trust Agreement. When the obligations of the City under the Contract with respect to the Bonds will cease in whole or in part pursuant to Article VI of the Contract (except for the right of the Trustee and the obligation of the City to have the money and securities mentioned therein applied to the payment of Payments as therein set forth), then and in that case the respective obligations created by this Trust Agreement will thereupon cease, determine and become void except for the right of the Owners and the obligation of the Trustee to apply such moneys and securities to the payment of the Bonds as herein set forth and the right of the Trustee to collect any fees or expenses due hereunder and the Trustee will turn over to the City, as an overpayment of 2026 Payments, all balances remaining in any other funds or accounts other than moneys and Federal Securities held for the payment of the Bonds at maturity or on redemption, which moneys and Federal Securities will continue to be held by the Trustee in trust for the benefit of the Owners and will be applied by the Trustee to the payment, when due, of the principal and interest and premium if any on the Bonds, and after such payment, this Trust Agreement will become void, except for the Authority’s obligation to indemnify the Trustee pursuant to Section 5.03.

If moneys or securities are deposited with and held by the Trustee as hereinabove provided, the Trustee will mail a notice, first-class postage prepaid, or Electronic Means (as defined in Section 5.02), to the Owners at the addresses listed on the registration books kept by the Trustee pursuant to Section 2.08, stating that (a) moneys or Federal Securities are so held by it, and (b) that this Trust Agreement has been released with respect to such Bonds in accordance with the provisions of this Section.

SECTION 8.02. Deposit of Money or Securities with Trustee. Whenever in this Trust Agreement or the Contract it is provided or permitted that there be deposited with or held in trust by the Trustee money or securities (certified to be sufficient by a report of an Independent Certified Public Accountant verifying the sufficiency of the escrow established to pay the Bonds in full or in part on the maturity or redemption date) in the necessary amount to pay or redeem any Bonds, the money or securities to be so deposited or held may include money or securities held by the Trustee in the funds and accounts established pursuant to this Trust Agreement and will be -- (a) lawful money of the United States of America in an amount equal to the principal amount on such Bonds and all unpaid interest represented thereby to maturity, except that, in the case of Bonds which are to be redeemed prior to maturity and in respect of which notice of such redemption will have been given as in Article II provided or provision satisfactory to the Trustee will have been made for the giving of such notice, the amount to be deposited or held will be the principal amount plus accrued interest to such date of redemption plus a redemption premium, if any, on such Bonds; or
(b) Federal Securities which are not subject to redemption except by the holder thereof prior to maturity (including any such securities issued or held in book-entry form) or municipal obligations which have been defeased under irrevocable escrow instructions with Federal Securities, the principal of and interest on which when due will provide, in its opinion of an Independent Certified Public Accountant, delivered to the Trustee, money sufficient to pay the principal plus redemption premium, if any, plus all accrued interest to maturity or to the redemption date, as the case may be, on the Bonds to be paid or redeemed, as such amounts become due, provided that, in the case of Bonds which are to be redeemed prior to the maturity thereof, notice of such redemption will have been given as in Article II provided or provision satisfactory to the

35 Trustee will have been made for the giving of such notice; provided, in each case, that the Trustee will have been irrevocably instructed (by the terms of this Trust Agreement and the Contract or by Written Request of the City) to apply such money to the payment of such principal plus redemption premium, if any, plus interest on such Bonds.

SECTION 8.03. Unclaimed Money. Anything contained herein to the contrary notwithstanding, any money held by the Trustee in trust for the payment and discharge of any of the Bonds which remains unclaimed for two (2) years after the date when such Bonds have become due and payable, either at their stated maturity dates or by call for redemption prior to maturity date, if such money was held by the Trustee at such date, or for two (2) years after the date of deposit of such money if deposited with the Trustee after the date when such Bonds have become due and payable, will be repaid by the Trustee to the City as its absolute property free from trust, and the Trustee will thereupon be released and discharged with respect thereto and the Owners will look only to the City for the payment of the 2026 Payments; provided, however, that before being required to make any such payment to the City, the Trustee will at the request of and at the expense of the City, cause to be mailed to all Owners and the Securities Depositories and the Information Services a notice that such money remains unclaimed and that, after a date named in such notice, which date will not be less than thirty (30) days after the date of the first publication of each such notice, the balance of such money then unclaimed will be returned to the City.

36 ARTICLE IX

MISCELLANEOUS
SECTION 9.01. Benefits of this Trust Agreement Limited to Parties. Nothing contained herein, expressed or implied, is intended to give to any person other than the Authority and the Owners any right, remedy or claim under or by reason hereof. Any agreement or covenant required herein to be performed by or on behalf of the Authority or any member, officer or employee thereof will be for the sole and exclusive benefit of the Trustee and the Owners.

SECTION 9.02. Successor Is Deemed Included In All References To Predecessor.

Whenever herein either the Authority or any member, officer or employee thereof is named or referred to, such reference will be deemed to include the successor to the powers, duties and functions that are presently vested in the Authority or such member, officer or employee, and all agreements and covenants required hereby to be performed by or on behalf of the Authority or any member, officer or employee thereof will bind and inure to the benefit of the respective successors thereof whether so expressed or not.

SECTION 9.03. Execution of Documents by Owners. Any declaration, request or other instrument which is permitted or required herein to be executed by Owners may be in one or more instruments of similar tenor and may be executed by Owners in person or by their attorneys appointed in writing. The fact and date of the execution by any Owner or his attorney of any declaration, request or other instrument or of any writing appointing such attorney may be proved by the certificate of any notary public or other officer authorized to make acknowledgments of deeds to be recorded in the state or territory in which he purports to act that the person signing such declaration, request or other instrument or writing acknowledged to him the execution thereof, or by an affidavit of a witness of such execution duly-sworn to before such notary public or other officer. The ownership of any Bonds and the amount, maturity date, number and date of holding the same may be proved by the registration books relating to the Bonds at the Corporate Trust Office of the Trustee.

Any declaration, request or other instrument or writing of the Owner of any Bond will bind all future Owners of such Bond with respect to anything done or suffered to be done by the Authority or the Trustee in good faith and in accordance therewith.

SECTION 9.04. Waiver of Personal Liability. No member, officer or employee of the Authority will be individually or personally liable for the payment of the interest or principal or redemption premiums, if any, on the Bonds by reason of their delivery, but nothing herein contained will relieve any such member, officer or employee from the performance of any official duty provided by applicable provisions of law or hereby.

SECTION 9.05. Content of Certificates. Every Certificate of the Authority with respect to compliance with any agreement, condition, covenant or provision provided herein will include (a) a statement that the person or persons making or giving such certificate have read such agreement, condition, covenant or provision and the definitions herein relating thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements contained in such certificate are based; (c) a statement that, in the opinion of the signers, they have made or caused to be made such examination or investigation as is necessary to enable them to express an informed opinion as to whether or not such agreement, condition, covenant or provision has been complied with; and (d) a statement as to whether, in the opinion of the signers, such agreement, condition, covenant or provision has been complied with.

37 Any Certificate of the Authority may be based, insofar as it relates to legal matters, upon an Opinion of Counsel unless the person making or giving such certificate knows that the Opinion of Counsel with respect to the matters upon which his certificate may be based, as aforesaid, is erroneous, or in the exercise of reasonable care should have known that the same was erroneous.

Any Opinion of Counsel may be based, insofar as it relates to factual matters or information with respect to which is in the possession of the Authority, upon a representation by an officer or officers of the Authority unless the counsel executing such Opinion of Counsel knows that the representation with respect to the matters upon which his opinion may be based, as aforesaid, is erroneous, or in the exercise of reasonable care should have known that the same was erroneous.

SECTION 9.06. Accounts and Funds, Business Days. Any account or fund required herein to be established and maintained by the Trustee may be established and maintained in the accounting records of the Trustee either as an account or a fund, and may, for the purposes of such accounting records, any audits thereof and any reports or statements with respect thereto, be treated either as an account or a fund; but all such records with respect to all such accounts and funds will at all times be maintained in accordance with sound corporate trust industry practice and with due regard for the protection of the security of the Bonds and the rights of the Owners.

Any action required to occur hereunder on a day which is not a Business Day will be required to occur on the next succeeding Business Day with the same effect as if made on such non-Business Day.

SECTION 9.07. Notices. Any notice or demand which by any provision of this Trust Agreement is required or permitted to be given or served by the Trustee to or on the Authority and/or the City may be given or served by being deposited postage prepaid in a post office letter box, by overnight courier or by facsimile (with receipt confirmed by telephone) addressed (until another address is filed by the City with the Trustee) as follows:

If to the Authority: Roseville Finance Authority
c/o City of Roseville
Attention: Treasurer
311 Vernon Street
Roseville, CA 95678
If to the City: City of Roseville
Attention: Assistant City Manager/Chief Financial Officer 311 Vernon Street
Roseville, CA 95678
Any notice or demand which by any provision of this Trust Agreement is required or permitted to be given or served by the Authority or the City to or on the Trustee may be given or served by being deposited postage prepaid in a post office letter box, by overnight courier or by facsimile (with receipt confirmed by telephone) addressed (until another address is filed by the Trustee with the City) as follows:

U.S. Bank Trust Company, National Association
1420 Fifth Avenue, 10th Floor
Seattle, Washington 98101
Attention: Global Corporate Trust
Fax: (206) 344-4630

38 SECTION 9.08. CUSIP Numbers. Neither the Authority nor the Trustee will be liable for any defect or inaccuracy in the CUSIP number that appears on any Bond or in any redemption notice relating thereto. The Trustee may, in its discretion, include in any redemption notice relating to any of the Bonds a statement to the effect that the CUSIP numbers on the Bonds have been assigned by an independent service and are included in such notice solely for the convenience of the Owners and that neither the Authority nor the Trustee will be liable for any defects or inaccuracies in such numbers.

SECTION 9.09. Article and Section Headings and References. The headings or titles of the several articles and sections hereof and the table of contents appended hereto will be solely for convenience of reference and will not affect the meaning, construction or effect hereof. All references herein to “articles,” “sections” and other subdivisions or clauses are to the corresponding articles, sections, subdivisions or clauses hereof; and the words “hereby,” “herein,” “hereof,” “hereto,” “herewith,” “hereunder” and other words of similar import refer to this Trust Agreement as a whole and not to any particular article, section, subdivision or clause hereof.

SECTION 9.10. Partial Invalidity. If any one or more of the agreements or covenants or portions thereof required hereby to be performed by or on the part of the Authority or the Trustee will be contrary to law, then such agreement or agreements, such covenant or covenants or such portions thereof will be null and void and will be deemed separable from the remaining agreements and covenants or portions thereof and will in no way affect the validity hereof or of the Bonds, and the Owners will retain all the benefit, protection and security afforded to them under any applicable provisions of law. The Authority and the Trustee hereby declare that they would have executed and delivered this Trust Agreement and each and every other article, section, paragraph, subdivision, sentence, clause and phrase hereof and would have authorized the execution and delivery of the Bonds pursuant hereto irrespective of the fact that any one or more articles, sections, paragraphs, subdivisions, sentences, clauses or phrases hereof or the application thereof to any person or circumstance may be held to be unconstitutional, unenforceable or invalid.

SECTION 9.11. California Law. This Trust Agreement will be construed and governed in accordance with the laws of the State.

SECTION 9.12. Execution in Several Counterparts. This Trust Agreement may be executed in any number of counterparts and each of such counterparts will for all purposes be deemed to be an original; and all such counterparts, or as many of them as the Authority and the Trustee will preserve undestroyed, will together constitute but one and the same instrument.

[Signature Page to Trust Agreement dated as of January 1, 2026] IN WITNESS WHEREOF, the Roseville Finance Authority has caused this Trust Agreement to be signed in its name by its Treasurer and attested by its Secretary, and U.S. Bank Trust Company, National Association, in token of its acceptance of the trusts created hereunder, has caused this Trust Agreement to be signed by one of the officers thereunder duly authorized, all as of the day and year first above written.

ROSEVILLE FINANCE AUTHORITY
By:

Treasurer
Attest:

By:

Secretary
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By:

Authorized Officer

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EXHIBIT A
[FORM OF BOND]
No. R-________ $ _________

ROSEVILLE FINANCE AUTHORITY

ELECTRIC SYSTEM REVENUE BOND,
SERIES 2026
Interest Rate Maturity Date Bond Date CUSIP
________% February 1, ____ January ____, 2026 77781R ____ REGISTERED OWNER: CEDE & CO
PRINCIPAL SUM: $ _________________
The Roseville Finance Authority, a joint exercise of powers agency duly organized and existing under and by virtue of the laws of the State of California (the “Authority”), for value received, hereby promises to pay solely from the Revenues or amounts in certain funds and accounts held under the Trust Agreement (as hereinafter defined), to the Registered Owner named above, or registered assigns (the “Owner”), on the Maturity Date set forth above, unless redeemed prior thereto as hereinafter provided, the principal amount set forth above, and to pay interest on such principal amount from the Bond Date shown above, or from the most recent Interest Payment Date (as hereinafter defined) to which interest has been paid or duly provided for, semiannually on February 1 and August 1, commencing August 1, 2026 (the “Interest Payment Dates”), at the Interest Rate set forth above, until the principal amount hereof is paid or made available for payment. The principal of this Bond is payable to the Owner hereof in lawful money of the United States of America upon presentation and surrender of this Bond at the principal corporate trust office of U.S. Bank Trust Company, National Association in San Francisco, California (the “Trustee”). Interest on this Bond will be paid by check of the Trustee mailed by first class mail on each Interest Payment Date to the Owner hereof as of the close of business on the 15th day of the month preceding the month in which the Interest Payment Date occurs (the “Record Date”) at such Owner’s address as it appears on the registration books maintained by the Trustee, or by wire transfer made on such Interest Payment Date upon written instructions delivered to the Trustee by the applicable Record Date of any Owner of $1,000,000 or more in aggregate principal amount of Bonds.

This Bond is one of a duly authorized issue of bonds of the Authority designated “Roseville Finance Authority Electric System Revenue Bonds, Series 2026” (the “Bonds”), in an aggregate principal amount of $______________, all of like date (except for such variation, if any, as may be required to designate varying series, numbers, or redemption or other provisions) and all pursuant to the Marks Roos Local Bond Pooling Act of 1985 (commencing with Section 6584 of the California Government Code) (the “Act”) and a Trust Agreement dated as of January 1, 2026

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(the “Trust Agreement”) between the Authority and the Trustee. Copies of the Trust Agreement are on file at the Corporate Trust Office of the Trustee and reference is hereby made to the Trust Agreement and to any and all amendments thereof and supplements thereto for a description of the agreements, conditions, covenants and terms of the Bonds, for the nature, extent and manner of enforcement of such agreements, conditions, covenants and terms, for the rights and remedies of the registered owners of the Bonds with respect thereto and for the other agreements, conditions, covenants and terms upon which the Bonds are executed and delivered.

The Bonds are special obligations of the Authority and this Bond and the interest hereon and all other Bonds and the interest thereon (to the extent set forth in the Trust Agreement) are payable from, and are secured by a lien on Revenues (as that term is defined in the Trust Agreement). The Revenues consist primarily of installment payments (“2026 Payments”) to be made under and pursuant to that certain 2026 Supplemental Installment Purchase Contract, executed and entered into as of January 1, 2026, which is supplemental to that certain Master Contract executed and entered into as of November 1, 1997, each by and between the City of Roseville, a charter city and municipal corporation organized and existing under and by virtue of the Constitution and laws of the State of California (the “City”) (which Master Contract as so supplemented is referred to herein as the “Contract”), all of which rights to receive such 2026 Payments have been assigned by the Authority to the Trustee, or any other association or corporation which may at any time be substituted in place of the original trustee as provided the Trust Agreement. Capitalized terms used in this Bond not otherwise defined herein will have the meanings given such terms in the Trust Agreement hereinafter mentioned or in the Contract.

To the extent and in the manner permitted by the terms of the Trust Agreement, the provisions of the Trust Agreement may be amended by the parties thereto, but no such amendment will (1) extend the maturity date of this Bond, or change the payment dates of, or reduce the rate of interest or principal or redemption premium, if any, on this Bondwithout the express written consent of the registered owner hereof, or (2) reduce the percentage of Bonds required for the written consent to any amendment, or (3) modify any rights or obligations of the Trustee without its prior written assent thereto.

The Authority has covenanted In the Trust Agreement that, except for any supplement to the Contract delivered in accordance with the terms of the Contract, the Authority will not supplement, amend, modify or terminate any of the terms of the Contract, or consent to any such supplement, amendment, modification or termination, unless (a) such supplement, amendment, modification or termination will not materially adversely affect the interests of the Owners or result in any material impairment of the security hereby given for the payment of the Bonds, or (b) the Authority or the Trustee first obtains the written consent of the Owners of a majority in aggregate principal amount of the aggregate amount of Bonds and Parity Obligations then Outstanding to such supplement, amendment, modification or termination; provided, however, that no such supplement, amendment, modification or termination will reduce the amount of 2026 Payments to be made to the Authority or the Trustee by the City pursuant to the Contract, or extend the time for making such 2026 Payments in any manner that would require the amendment of the Trust Agreement in any manner not in compliance with the amendment provisions of the Trust Agreement.
[add redemption provisions]

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If less than all of the Bonds are to be redeemed, the Authority will designate the maturities to be redeemed. If less than all Outstanding Bonds of any particular maturity date are to be redeemed at any one time, the Trustee will select the portions of the Bonds of such maturity date to be redeemed, in authorized denominations, by lot in a manner which the Trustee deems to be fair. For purposes of such selection, all Bonds will be deemed to be comprised of separate $5,000 denominations and such separate denominations will be treated as separate Bonds that may be separately redeemed.

Notice of redemption of any Bond selected for redemption will be mailed by the Trustee not less than twenty (20) days nor more than sixty (60) days before the redemption date to the registered owner hereof, subject to and in accordance with provisions of the Trust Agreement with respect thereto. If notice of redemption has been duly given as aforesaid and money for the payment of the redemption price is held by the Trustee, then this Bond will, on the redemption date designated in such notice, become due and payable, and from and after the date so designated interest on this Bond will cease to accrue, and the registered owner of this Bond will have no rights with respect hereto except to receive payment of the redemption price hereof.

This Bond is transferable on the books required to be kept for that purpose at the Corporate Trust Office of the Trustee in whose name it is registered, in person or by his duly authorized attorney, upon payment of the charges provided in the Trust Agreement, and upon surrender of this Bond for cancellation accompanied by delivery of a duly executed written instrument of transfer in a form acceptable to the Trustee, and thereupon a new Bond or Bonds of the same maturity date evidencing and representing a like aggregate principal amount in authorized denominations will be delivered to the transferee. This Bond may be exchanged at the Corporate Trust Office of the Trustee, upon payment of the charges provided in the Trust Agreement, for Bonds evidencing and representing a like aggregate principal amount of Bonds of the same maturity date of other authorized denominations. The Trustee may deem and treat the registered owner hereof as the absolute owner hereof for the purpose of receiving payment of the interest and principal and redemption premium, if any, on this Bond and for all other purposes, whether overdue or not, and the Trustee will not be affected by any notice or knowledge to the contrary; and payment of the interest and principal and redemption premium, if any, on this Bond will be made only to such registered owner, which payments will be valid and effectual to satisfy and discharge liability on this Bond to the extent of the sum or sums so paid.

The Bonds each evidence and represent a proportionate interest in the 2026 Payments to be held in trust by the Trustee pursuant to the Trust Agreement in an amount equal to the aggregate principal amount of Bonds originally executed and delivered by the Trustee pursuant to the Trust Agreement, subject to the provisions of the Trust Agreement permitting the disbursement thereof for or to the purposes and on the conditions and terms set forth therein.

The obligation of the Authority to pay the Bonds is a special obligation of the Authority payable solely from the Revenues (as defined in the Trust Agreement) and the obligation of the City to make the 2026 Payments is a special obligation of the City payable solely from the Net Revenues on a parity with the Parity Obligations (as defined in the Contract) of the City’s Electric System as provided in the Contract. The general fund of the City is not liable, and neither the faith and credit nor the taxing power of the City is pledged, for the payment of the 2026 Payments under the Contract. The City has incurred and may in the future incur other obligations payable on parity with the 2026 Payments, in accordance with the Contract.

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The Trustee has no obligation or liability to the Bond owners for the payment of the interest or principal or the redemption premiums, if any, on the Bonds; but rather the Trustee’s sole obligations are those stated in the Trust Agreement.

No member, officer or employee of the Authority will be individually or personally liable for the payment of the interest or principal or redemption premiums, if any, on the Bonds by reason of their delivery, but nothing herein contained will relieve any such member, officer or employee from the performance of any official duty provided by applicable provisions of law or hereby.

The Trust Agreement prescribes the manner in which it may be discharged and after which the Bonds will no longer be secured by or entitled to the benefits of the Trust Agreement.

The Authority has certified that all acts, conditions and things required by the Constitution and statutes of the State of California and the Trust Agreement, to have been performed, to have happened and to exist precedent to and in connection with the execution and delivery of this Bond, have been performed, have happened and do exist in regular and due time, form and manner as required by law, and that the Trustee is duly authorized to execute and deliver this Bond, and that the amount of this Bond, together with all other Bonds executed and delivered under the Trust Agreement, is not in excess of the amount of Bonds authorized to be executed and delivered thereunder.

Unless this Bond is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Trustee for registration of transfer, exchange, or payment, and any Bond issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER,

PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein.

IN WITNESS WHEREOF, the Roseville Finance Authority has caused this Bond to be dated as of the Bond Date stated above and to be signed by the Treasurer of the Authority and countersigned by the Secretary of the Authority.

ROSEVILLE FINANCE AUTHORITY
By:

Treasurer
By:

Secretary

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[FORM OF CERTIFICATE OF AUTHENTICATION]
This is one of the Bonds described in the Trust Agreement.

Dated: __________
U.S. BANK TRUST COMPANY, NATIONAL
ASSOCIATION, as Trustee
By:

Authorized Officer

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[FORM OF ASSIGNMENT]
FOR VALUE RECEIVED, the undersigned do(es) hereby sell, assign and transfer unto (Name, address and Tax identification Number of Assignee) the within-mentioned registered Bond and hereby irrevocably constitute(s) and appoint(s) ____________________________, attorney, ________________________________________ to transfer the same on the registration books of the Trustee with full power of substitution in the premises.

Dated: ________________
Signature Guaranteed:

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

NOTE: The signature(s) on this Assignment must
correspond with the name(s) as written on the face of
the within Bond in every particular without alteration or enlargement or any change whatsoever.

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EXHIBIT B
[FORM OF PROJECT FUND REQUISITION]
Request of the City
Requisition From 2026 Project Account of the Improvement Fund TO: U.S. Bank Trust Company, National Association
RE: Disbursement from the 2026 Project Account of the Improvement Fund pursuant to Section 3.05 of the Trust Agreement, dated as of January 1, 2026 (the "Agreement"), by and among U.S. Bank Trust Company, as Trustee (the "Trustee"), and Roseville Finance Authority (the "Authority")
REQUISITION NO. _______
You are hereby instructed to pay to the parties listed on Exhibit A hereto the sum listed opposite such parties names as a payment of the cost of the construction and acquisition of a portion of the 2026 Project (including reimbursement to the City for any such costs or expenses theretofore paid by it for the account of the 2026 Project whether or not paid prior to the date hereof) or as otherwise provided hereinas listed on the Schedule attached hereto and the expenses incidental thereto (which may include reimbursement to the City for certain of such costs or expenses) from the 2026 Project Account of the Improvement Fund as provided in Section 3.05 of the Trust Agreement. This cost has been properly incurred, is a proper charge under the Agreement against payment of the costs of the 2026 Project (as defined in the Agreement) and has not been the basis of any previous disbursements. The amount remaining in the 2026 Project Account of the Improvement Fund, together with interest earnings thereon will, after payment of the amount set forth in this requisition, be sufficient to pay all remaining costs of the 2026 Project as presently estimated.

I hereby certify that:
(i) the City is authorized to act with respect to this Requisition and the undersigned is duly authorized by the City to deliver this Requisition; (ii) an obligation in the stated amount has been properly incurred under and pursuant to the Contract (as defined in the Agreement) and each such obligation is a proper charge against the Improvement Fund and has not been subject of any previous Certificate of the City;
(iii) there has not been filed with or served upon the City or the Authority a stop notice or any other notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the money payable to the person named in this Certificate which has not been released or will not be released with the payment of such obligation, other than materialmen's or mechanics' liens accruing by mere operation of laws;
(iv) in the case of each payment made under any contract for installation or construction, insofar as such obligation was incurred for work, materials, equipment or

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supplies, such work was actually performed or such materials, equipment or supplies were actually installed in furtherance of the 2026 Project or delivered at the site for that purpose or delivered for storage or fabrication at a place or places approved by the City; (v) in the case of increased costs of the 2026 Project, the amount of such increase has been or is herewith being deposited with the Trustee, or otherwise made available by the City; and
(vi) no event of default under the Agreement or the Contract has occurred and is continuing.

Very truly yours,

[City Representative]
[Attach Schedule and supporting documents]

Jones Hall Draft 11.24.2025
PRELIMINARY OFFICIAL STATEMENT DATED JANUARY [5], 2026
NEW ISSUE–BOOK ENTRY ONLY RATINGS: S&P: “___”
Fitch: “___”
(See “RATINGS”)
In the opinion of Jones Hall LLP, as Bond Counsel, subject, however to certain qualifications described herein, 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. In the further opinion of Bond Counsel, such interest is exempt from California personal income taxes. See “TAX MATTERS” herein. $_____________*
Roseville Finance Authority
Electric System Revenue Bonds,
Series 2026
Dated: Delivery Date Due: February 1, as shown on inside cover Authority for Issuance. The bonds captioned above (the “2026 Bonds”) are being issued by the Roseville Finance Authority (the “Authority”) under 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”).

Security for the 2026 Bonds. The 2026 Bonds are payable from and secured by “Revenues” which generally consist of (a) all of the 2026 Installment Payments under a Master Installment Purchase Contract (the “Master Contract”), dated as of November 1, 1997, as amended and supplemented to date, including by a 2026 Supplemental Installment Purchase Contract dated as of January 1, 2026, all entered into between the City of Roseville (the “City”) and the Authority (the “2026 Supplemental Contract” and, collectively with the Master Contract, as previously amended and supplemented, the “Installment Purchase Contract”), and (b) all interest, profits or other income derived from the investment of amounts in any fund or account established under the Trust Agreement. The “2026 Installment Payments” are defined as the installment payments of interest, principal and prepayment premiums, if any, payable by the City under the 2026 Supplemental Contract. The 2026 Bonds will also be secured by a Parity Reserve Fund pursuant to the terms of the Trust Agreement. See “SECURITY FOR THE 2026 BONDS.” The 2026 Installment Payments are payable from and secured by a pledge of “Net Revenues” of the City’s Electric System, which are defined generally as the Revenues of the Electric System less the Maintenance and Operation Costs of the Electric System during each 12-month period. The pledge of Net Revenues for payment of the 2026 Installment Payments is a parity pledge of Net Revenues securing payment of other outstanding obligations of the City, which secure certificates of participation executed and delivered in 2004 and bonds issued in 2017 and 2020 to finance and refinance improvements to the Electric System. See “ROSEVILLE ELECTRIC FINANCIAL INFORMATION – Outstanding Indebtedness.” The City may hereafter issue or incur additional Parity Obligations, as described herein.

The “Maintenance and Operation Costs” include, among other costs, certain take or pay obligations of the City under contracts with joint powers agencies in which the City participates for the Electric System. As a result, the City’s payments under such contracts with joint powers agencies, including those related to debt service on the joint powers agency’s debt, are payable on a basis senior to the City’s Payments under the Installment Purchase Contract, including the 2026 Installment Payments securing the 2026 Bonds. See “ROSEVILLE ELECTRIC FINANCIAL INFORMATION – Outstanding Indebtedness.”
Bond Terms. Interest on the 2026 Bonds will accrue at the rates set forth on the inside cover page of this Official Statement, payable semiannually on February 1 and August 1 of each year, beginning on August 1, 2026. See “THE 2026 BONDS.” Use of Proceeds. The 2026 Bonds are being issued to (i) finance the acquisition and construction of capital improvements to the City’s Electric System, and (ii) pay certain costs incurred in connection with the issuance of the 2026 Bonds. See “FINANCING PLAN.” Redemption. Prior to their maturity, the 2026 Bonds are subject to redemption as described in this Official Statement. See “THE 2026 Bonds – Redemption.”
Book-Entry System. The 2026 Bonds will be issued in fully registered form in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”) under the book-entry-only system maintained by DTC. So long as Cede & Co. is the registered owner of the 2026 Bonds, principal of, premium, if any, and interest on the 2026 Bonds will be payable by the Trustee to DTC, which will in turn remit such payments to its participants for subsequent disbursement to beneficial owners of the 2026 Bonds, as more fully described herein. Purchasers of the 2026 Bonds will not receive physical certificates representing their interests in the 2026 Bonds. See “THE 2026 BONDS” and “APPENDIX F – DTC AND THE BOOK-ENTRY ONLY SYSTEM.” THE 2026 BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF THE AUTHORITY PAYABLE SOLELY FROM AND SECURED BY THE REVENUES AND CERTAIN AMOUNTS HELD IN THE FUNDS AND ACCOUNTS ESTABLISHED UNDER THE TRUST AGREEMENT. THE ISSUANCE OF THE 2026 BONDS WILL NOT DIRECTLY, INDIRECTLY OR CONTINGENTLY OBLIGATE THE CITY OR THE AUTHORITY TO LEVY OR PLEDGE ANY FORM OF TAXATION OR TO MAKE ANY APPROPRIATION FOR THEIR PAYMENT. THE 2026 BONDS ARE NOT A DEBT OF THE AUTHORITY,

THE CITY OR OF THE STATE OF CALIFORNIA OR OF ANY POLITICAL SUBDIVISION THEREOF IN CONTRAVENTION OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION.

This cover page contains certain information for quick reference only. It is not a summary of this issue of 2026 Bonds. Investors must read the entire Official Statement to obtain information essential to the making of an informed investment decision with respect to the purchase of the 2026 Bonds.

Capitalized terms used on this cover page not otherwise defined have the meanings set forth herein.

MATURITY SCHEDULE
(see inside cover)
The 2026 Bonds are offered when, as and if issued and delivered to and accepted by the Underwriters, subject to the approval as to their legality by Jones Hall LLP, San Mateo, California, as Bond Counsel. Certain legal matters will also be passed upon for the City and the Authority by Jones Hall as Disclosure Counsel; for the City and the Authority by the City Attorney; and for the Underwriters by Stradling Yocca Carlson & Rauth LLP. It is anticipated that the 2026 Bonds will be delivered in book-entry form through the facilities of DTC on or about January 27, 2026*.

Truist Securities BofA Securities
The date of this Official Statement is _____________.
_____________________
* Preliminary; subject to change.

This Preliminary Official Statement and the information contained herein are subject to completion or amendment. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any jurisdiction in which such offer solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

MATURITY SCHEDULE
Roseville Finance Authority
Electric System Revenue Bonds,
Series 2026
(Base CUSIP†: ______)
Maturity Date Principal Interest
(February 1) Amount Rate Yield Price CUSIP†

† CUSIP Global Services (CGS) is managed on behalf of American Bankers Association by FactSet Research Systems Inc. CopyrightÓ 2026 CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIPÒ numbers are provided for convenience of reference only. None of the City, the Authority the Trustee or the Underwriters take any responsibility for the accuracy of the CUSIP data.

CITY OF ROSEVILLE, CALIFORNIA/

ROSEVILLE FINANCE AUTHORITY
Members of the City Council/
Board of Directors of the Authority
Krista Bernasconi, Mayor (District 4)/Chairperson of the Authority Karen Alvord, Vice Mayor (District 5)/Vice-Chairperson of the Authority Bruce Houdesheldt, Councilmember (District 3)/Board Member Pauline Roccucci, Councilmember (District 2)/Board Member Tracy Mendonsa, Councilmember (District 1)/Board Member City Staff
Dominick Casey, City Manager
Dennis Kauffman, Assistant City Manager/Chief Financial Officer Michelle Sheidenberger, City Attorney
Carmen Avalos, City Clerk
Dan Beans, Chief Executive Officer/Electric Utility Director Shawn Matchim, Electric Utility Chief Operating Officer Joanna Cucchi, Assistant Electric Utility Director
____________________________

SPECIAL SERVICES
Bond Counsel and Disclosure Counsel
Jones Hall LLP
San Mateo, California
Municipal Advisor
PFM Financial Advisors LLC
El Segundo, California
Trustee
U.S. Bank Trust Company, National Association
San Francisco, California

GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT
No Offering May Be Made Except by this Official Statement. No dealer, broker, salesperson or other person has been authorized to give any information or to make any representations with respect to the 2026 Bonds other than as contained in this Official Statement, and if given or made, such other information or representation must not be relied upon as having been authorized.

No Unlawful Offers or Solicitations. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy in any state in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.

Effective Date. This Official Statement speaks only as of its date, and the information and expressions of opinion contained in this Official Statement are subject to change without notice. Neither the delivery of this Official Statement nor any sale of the 2026 Bonds will, under any circumstances, create any implication that there has been no change in the affairs of the City or any other parties described in this Official Statement, or in the condition of the security for the 2026 Bonds since the date of this Official Statement.

Use of this Official Statement. This Official Statement is submitted in connection with the sale of the 2026 Bonds referred to in this Official Statement and may not be reproduced or used, in whole or in part, for any other purpose. This Official Statement is not a contract with the purchasers of the 2026 Bonds. Prospective investors should not construe the contents of this Official Statement as legal, tax or investment advice.

Preparation of this Official Statement. The information contained in this Official Statement has been obtained from sources that are believed to be reliable, but this information is not guaranteed as to accuracy or completeness.

Involvement of Underwriters. The Underwriters have submitted the following statement for inclusion in this Official Statement: The Underwriters have reviewed the information in this Official Statement in accordance with, and as a part of, their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriters do not guarantee the accuracy or completeness of such information.

Document References and Summaries. All references to and summaries of the Trust Agreement or other documents contained in this Official Statement are subject to the provisions of those documents and do not purport to be complete statements of those documents.
2026 Bonds are Exempt from Securities Laws Registration. The 2026 Bonds have not been registered under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, in reliance upon exemptions for the issuance and sale of municipal securities provided under Section 3(a)(2) of the Securities Act of 1933 and Section 3(a)(12) of the Securities Exchange Act of 1934.

Forward-Looking Statements. Certain statements included or incorporated by reference in this Official Statement constitute forward-looking statements. Such statements are generally identifiable by the terminology used such as “plan,” “expect,” “estimate,” “project,” “budget” or other similar words. The achievement of certain results or other expectations contained in such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements described to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. No assurance is given that actual results will meet the forecasts of the City in any way, regardless of the level of optimism communicated in the information. The City is not obligated to issue any updates or revisions to the forward-looking statements if or when its expectations, or events, conditions or circumstances on which such statements are based occur. Such forward-looking statements include, but are not limited to, certain statements contained in the information under the captions “ROSEVILLE ELECTRIC,” “DEVELOPMENTS IN THE ENERGY MARKETS,” “OTHER FACTORS AFFECTING THE ELECTRIC UTILITY INDUSTRY” and “OTHER RISK FACTORS.” The references to internet websites in this Official Statement are shown for reference and convenience only; unless explicitly stated to the contrary, the information contained within the websites and any links contained within those websites are not incorporated herein by reference and do not constitute part of this Official Statement.

i

TABLE OF CONTENTS
Page Page
INTRODUCTION ........................................1
Financing Purpose..........................................1 Security and Sources of Payments.................1
Parity Reserve Fund.......................................3 Rate Covenant................................................3 Redemption.....................................................3 DTC and the Book-Entry Only System ...........3
FINANCING PLAN......................................4
The Project......................................................4 Sources and Uses...........................................4 THE 2026 BONDS......................................5
Authority for Issuance.....................................5 General Terms ................................................5 Redemption* ...................................................6 Debt Service Schedule ...................................8 SECURITY FOR THE 2026 BONDS ..........9
Revenues........................................................9 Assignment to Trustee....................................9 2026 Installment Payments...........................10
Rate Covenant..............................................12 Rate Stabilization Fund.................................13 Parity Reserve Fund.....................................13 Outstanding Senior and Parity Obligations ...14
Conditions for Issuing Additional Obligations15
Flow of Funds ...............................................16 Limited Obligations .......................................18 ROSEVILLE ELECTRIC ...........................19
History and Background................................19 Organization and Management.....................20
Employees ....................................................22 Sources of Power Supply..............................23 Power Supply Risk Management..................28
Fuel Supply; Natural Gas Pre-Payment........29
Long Term Power Supply Planning ..............30
Regional Transmission Facilities ..................30
Service Area, Customer Base and Demand.32
City Distribution System................................34 Dispatch and Scheduling..............................34 Energy Efficiency and Conservation.............34
Insurance......................................................35 Cybersecurity Program .................................36 Wildfire Mitigation Measures.........................37 Capital Improvement Plan.............................38 Electric Rates................................................38 Rate Comparison..........................................40 Rate Stabilization Fund.................................40 Electricity Rate Regulation............................41

ROSEVILLE ELECTRIC FINANCIAL
INFORMATION.........................................42
Significant Accounting Policies .....................42 Audited Financial Statements .......................42
Outstanding Indebtedness ............................43 Historic Revenues, Expenses and Debt
Service Coverage .........................................45 Investment Policy..........................................47 Retirement Benefits ......................................48 Other Post-Employment Health Benefits ......50

DEVELOPMENTS IN THE ENERGY

MARKETS
Background; Electric Market Deregulation....52
State Legislation ...........................................52 Challenges and Industry Responses ............57
Impact of Developments on the City .............59

OTHER FACTORS AFFECTING THE

ELECTRIC UTILITY INDUSTRY
Energy Policy Act of 1992.............................60 Energy Policy Act of 2005.............................60 Recent and Future Federal Energy Legislation
......................................................................61 Environmental Issues....................................61 Other Factors ................................................62 RATE REGULATION................................63
OTHER RISK FACTORS..........................64
Limited Obligations .......................................64 Limitations on Remedies and Limited
Recourse on Default.....................................64 Secondary Market.........................................65 Initiatives .......................................................65 Seismic Considerations ................................65 Wildfire Risks ................................................65 Possible Future Federal Deregulation and Tax
Legislation.....................................................66 Pandemic Diseases ......................................66 Cyber Security ..............................................66

CONSTITUTIONAL LIMITATIONS ON
TAXES AND APPROPRIATIONS.............67
California Constitution Articles XIIIA and XIIIB
......................................................................67 Propositions 218 and 26...............................67 Future Initiatives............................................68 TAX MATTERS.........................................69
CONTINUING DISCLOSURE...................70
RATINGS..................................................71 THE AUTHORITY.....................................71
UNDERWRITING......................................71
MUNICIPAL ADVISOR .............................73
OTHER INFORMATION ...........................73
Certain Legal Matters....................................73 Professional Fees .........................................73 Absence of Litigation.....................................73 EXECUTION.............................................74

APPENDIX A - THE CITY OF ROSEVILLE AND PLACER COUNTY
APPENDIX B - CITY COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR FISCAL YEAR 2023-24

APPENDIX C - DEFINITIONS AND SUMMARY OF CERTAIN DOCUMENTS

APPENDIX D - PROPOSED FORM OF BOND COUNSEL OPINION

APPENDIX E - FORM OF CONTINUING DISCLOSURE CERTIFICATE

APPENDIX F - DTC AND THE BOOK-ENTRY ONLY SYSTEM

1 OFFICIAL STATEMENT

$_____________*
Roseville Finance Authority
Electric System Revenue Bonds,
Series 2026

INTRODUCTION
This Official Statement, which includes the cover page and appendices hereto, provides certain information concerning the issuance of the above-captioned bonds (the “2026 Bonds”) by the Roseville Finance Authority (the “Authority”). 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”).

Capitalized terms used but not defined herein have the meanings set forth in the Trust Agreement. See also “APPENDIX C – DEFINITIONS AND SUMMARY OF CERTAIN DOCUMENTS.” This Official Statement contains brief descriptions of, among other things, the City, the electric utility system owned and operated by the City (the “Electric System” or “Roseville Electric”), the Trust Agreement, the Installment Purchase Contract and the 2026 Bonds. These descriptions do not purport to be comprehensive or definitive. All references in this Official Statement to documents are qualified in their entirety by reference to such documents, and references to the 2026 Bonds are qualified in their entirety by reference to the form of 2026 Bond included in the Trust Agreement.

Financing Purpose
The 2026 Bonds are being issued to (i) finance the acquisition and construction of improvements to the City’s Electric System, as more specifically described herein (the “2026 Project”), and (ii) pay certain costs incurred in connection with the issuance of the 2026 Bonds.

See “FINANCING PLAN.”
Security and Sources of Payments
Revenues. The 2026 Bonds are secured by and payable from “Revenues” available under the Trust Agreement consisting of (a) all of the 2026 Installment Payments made by the City of Roseville, California (the “City”) pursuant to a Master Installment Purchase Contract (the “Master Contract”) dated as of November 1, 1997, as amended and supplemented to date, including by a 2026 Supplemental Installment Purchase Contract dated as of January 1, 2026, all entered into between the City and the Authority (the “2026 Supplemental Contract” and, collectively with the Master Contract, as previously amended and supplemented, the “Installment Purchase Contract”), and (b) all interest, profits or other income derived from the investment of __________
* Preliminary, subject to change.

2 amounts in any fund or account established under the Trust Agreement. See “SECURITY FOR THE 2026 BONDS.”
Installment Payments. The “2026 Installment Payments” are defined as the installment payments of interest, principal and prepayment premiums, if any, payable by the City under the 2026 Supplemental Contract. The 2026 Installment Payments are payable from and secured by a parity pledge of “Net Revenues” of the Electric System, which are defined generally as Gross Revenues (defined in the Installment Purchase Contract as “Revenues”) of the Electric System less the Maintenance and Operation Costs of the Electric System during each respective 12- month period.

Pursuant to the provisions of the Trust Agreement, the Authority will transfer in trust and assign to the Trustee, for the benefit of the Owners of the 2026 Bonds, all of its rights in the Installment Purchase Contract as supplemented by the 2026 Supplemental Contract (except for certain of the Authority’s rights under the Installment Purchase Contract), including but not limited to all of the Authority’s rights to receive and collect all of the 2026 Installment Payments.

The 2026 Bonds are special, limited obligations of the Authority payable solely from and secured by the Revenues and certain amounts held in the funds and accounts established under the Trust Agreement. The issuance of the 2026 Bonds will not directly, indirectly or contingently obligate the City or the Authority to levy or pledge any form of taxation or to make any appropriation for their payment. The 2026 Bonds are not a debt of the Authority, the City or of the State of California or of any political subdivision thereof in contravention of any constitutional or statutory debt limitation or restriction.

Outstanding and Future Senior Obligations. The “Maintenance and Operation Costs” excluded from Net Revenues include, among other costs, certain take-or-pay obligations of the City under contracts with joint powers agencies in which the Electric System participates. As a result, the City’s payments under such contracts with joint powers agencies, including those related to debt service on the joint powers agency’s debt are payable on a basis senior to the 2026 Installment Payments and other Parity Obligations, as defined below. The City’s estimated share of principal outstanding for such Senior Obligations is approximately $19.9 million as of June 30, 2025. For additional details, see “ROSEVILLE ELECTRIC FINANCIAL INFORMATION – Outstanding Indebtedness – Senior Indebtedness.”
Outstanding and Future Parity Obligations. The pledge of Net Revenues for payment of the 2026 Installment Payments is a parity pledge of Net Revenues securing the 2026 Installment Payments, the installment payments securing a series certificates of participation executed and delivered in 2004 outstanding in the principal amount of $5,000 (the “2004 Certificates”), installment payments securing bonds issued by the Authority in 2017 and 2020 (the respective “2017 Bonds” and “2020 Bonds” described herein), all of which are installment payments are payable under supplements to the Installment Purchase Contract (the respective “2004 Payments,” “2017 Payments” and “2020 Payments” and together, the “Outstanding Parity Obligations”). As of June 30, 2025, the aggregate principal outstanding for these obligations was $,000. For additional details, see “ROSEVILLE ELECTRIC FINANCIAL INFORMATION – Outstanding Indebtedness – Parity Indebtedness.” The Trust Agreement does not provide for the issuance of any obligations payable from the Revenues on parity with the 2026 Bonds. However, the Master Contract permits the City to execute additional obligations secured by Net Revenues (“Parity Obligations”) and Parity Payment Agreements (described herein), the payments of which are payable from Net Revenues on parity with the 2026 Installment Payments (all as described below), if certain conditions set

3 forth in the Master Contract are met. See “SECURITY FOR THE 2026 BONDS – Additional Electric System Debt.”
Parity Reserve Fund
A Parity Reserve Fund has been established in connection with prior issues of bonds by the Authority payable from installment payments due under the Installment Purchase Contract.

Under the Trust Agreement, the Reserve Fund is required to continue to be maintained in an amount equal to the Reserve Fund Requirement (described herein). The Parity Reserve Fund secures the outstanding Parity Obligations, including the 2026 Bonds. The Parity Reserve Fund will be fully funded upon issuance of the 2026 Bonds. See “SECURITY FOR THE 2026 BONDS – Parity Reserve Fund.”
Rate Covenant
Under the Master Contract, the City covenants that it will at all times fix, prescribe and collect rates and charges for the services, facilities and electricity of the Electric System during each Fiscal Year which are reasonably fair and nondiscriminatory and which will be at least sufficient to yield “Adjusted Annual Net Revenues” for such Fiscal Year equal to at least 110% of the Adjusted Annual Debt Service (described herein) for such Fiscal Year. See “SECURITY FOR THE 2026 BONDS – Rate Covenant.”
Redemption
The 2026 Bonds are subject to redemption prior to maturity as more fully described herein.

See “THE 2026 BONDS – Redemption.”
DTC and the Book-Entry Only System
The 2026 Bonds are being executed and delivered as fully registered securities in the name of Cede & Co., as nominee of The Depository Trust Company (“DTC”), and beneficial interests in the book-entry certificates will be made available in authorized denominations to ultimate purchasers of the 2026 Bonds under the book-entry-only system maintained by DTC.

See “APPENDIX F – DTC AND THE BOOK-ENTRY ONLY SYSTEM.”

4 FINANCING PLAN
The Project
The net proceeds of the 2026 Bonds will be used to finance the Roseville Power Plant #2 (“RPP2”) Repower Project and other capital improvements to the Electric System. Improvements to RPP2 will replace the current combustion units with more efficient and cleaner combustion units. The new units will aid in the integration of solar generation, battery storage, or any new possible technologies to Roseville Electric’s electric distribution system and power supply portfolio. The RPP2 Repower Project has a budget $44,900,000. The proceeds of the 2026 not used on the RPP2 Repower Project will be used on other capital improvement projects of the Electric System.

For additional details, see “ROSEVILLE ELECTRIC – Capital Improvement Plan.” Sources and Uses
The table below sets forth the estimated sources and uses of funds with respect to the 2026 Bonds.

Sources of Funds
Par Amount of 2026 Bonds $
[Plus/Less] Original Issue [Premium/Discount]
Total Sources $
Uses of Funds
Deposit to Increase Parity Reserve Fund(1)
Deposit to Improvement Fund
Costs of Issuance(2)
Total Uses $

(1) The Reserve Fund is available on a parity basis for the 2026 Bonds, the 2004 Certificates, the 2017 Bonds and 2020 Bonds. See “SECURITY FOR THE 2026 BONDS – Parity Reserve Fund.”
(2) Includes cost of preparation of documents, rating agency fees, initial fees of Trustee, legal fees, fees and disbursements of consultants and professionals, Underwriters’ discount and all other costs related to the issuance of the 2026 Bonds.

5 THE 2026 BONDS
The following highlights certain provisions of the Trust Agreement and the 2026 Bonds.

Reference is made to the Trust Agreement and bond form included therein for a more detailed description. The discussion herein is qualified by such reference. See APPENDIX C – “DEFINITIONS AND SUMMARY OF CERTAIN DOCUMENTS.”
Authority for Issuance
The Authority is authorized to issue bonds under the provisions of Article 4 of Chapter 5, Division 7, Title 1 of the Government Code of the State of California, commencing with Section 6584 of said Code, for the purpose of providing the funds to enable the Authority to assist the City in financing capital projects.

General Terms
Dated Date and Maturities. The 2026 Bonds will be dated their date of initial delivery.

Subject to the redemption provisions outlined below, the 2026 Bonds will mature on the dates and in the amounts set forth on the inside cover page of this Official Statement.

Interest. Interest on each 2026 Bond will accrue at the per annum interest rates set forth on the inside cover page of this Official Statement, payable semiannually on February 1 and August 1 of each year, beginning on August 1, 2026 (each, an “Interest Payment Date”).

Each 2026 Bond will bear interest, calculated on the basis of a 360-day year of twelve 30- day months, from the Interest Payment Date next preceding the date of authentication thereof; unless (i) it is authenticated on or before an Interest Payment Date and after the close of business on the preceding Record Date, in which event such 2026 Bonds bear interest from such Interest Payment Date; (ii) it is authenticated on or before the first Record Date, in which event such 2026 Bonds will bear interest from the date of delivery; provided, that if, as of the date of authentication of any 2026 Bond, interest thereon is in default, such 2026 Bond will bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment with respect to the outstanding 2026 Bonds. The Record Date with respect to an Interest Payment Date is the 15th day of the month immediately preceding such Interest Payment Date, whether or not such date is a Business Day.

Principal. The principal of the 2026 Bonds will be payable in lawful money of the United States of America on the respective maturity date or upon redemption prior thereto at the Corporate Trust Office of the Trustee.

Denominations. The 2026 Bonds will be issued in the form of fully registered bonds without coupons in the denomination of $5,000 each or any integral multiple thereof.

DTC and Book-Entry Only System. DTC will act as securities depository for the 2026 Bonds. The 2026 Bonds will be executed and delivered as fully-registered securities registered initially in the name of Cede & Co. (DTC’s partnership nominee). So long as Cede & Co. is the registered owner of the 2026 Bonds, as nominee of DTC, references in this Official Statement to the “Owners” will mean Cede & Co., and will not mean the Beneficial Owners of the 2026 Bonds.

See “APPENDIX F – DTC AND THE BOOK-ENTRY ONLY SYSTEM.”

6 Method of Payment. So long as the 2026 Bonds are registered in the name of Cede & Co., principal, premium, if any, and interest on the 2026 Bonds are payable directly to DTC by the Trustee in lawful money of the United States of America. Upon receipt of payments of principal, premium or interest, DTC is to remit such principal, premium or interest to the “DTC Participants” (as defined in APPENDIX F) for subsequent disbursement to the Beneficial Owners of the 2026 Bonds. See “APPENDIX F – DTC AND THE BOOK-ENTRY ONLY SYSTEM.” Redemption*
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 hereinafter provided, from prepayment of 2026 Installment Payments made by the City pursuant to the 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.

Selection of Bonds for Redemption. With respect to the 2026 Bonds, if less than all of the 2026 Bonds are to be redeemed, the Authority will designate the maturities to be redeemed.

If less than all Outstanding 2026 Bonds of any particular maturity date are to be redeemed at any one time, the Trustee will select the portions of the 2026 Bonds of such maturity date to be redeemed, in authorized denominations, by lot in a manner which the Trustee deems to be fair.

For purposes of such selection, all 2026 Bonds will be deemed to be comprised of separate $5,000 denominations and such separate denominations will be treated as separate Bonds that may be separately redeemed.

Notice of Redemption. The Trustee on behalf and at the expense of the City will provide notice of any redemption to the respective Owners of any 2026 Bonds designated for redemption at their respective addresses appearing on the Registration Books, to the Securities Depositories and to the Municipal Securities Rulemaking Board (by registered mail, certified mail, overnight delivery, electronic, or facsimile transmission or by other acceptable means at least 20 but not more than 60 days prior to the date fixed for redemption. Any such notice of optional redemption may be conditional upon the Trustee having funds available for the redemption on the date designated for such redemption. Failure to receive such a redemption notice will not invalidate any of the proceedings taken in connection with such redemption.

The Authority may rescind any optional redemption by written notice to the Trustee on or prior to the date fixed for redemption and such notice of optional redemption shall be canceled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the Outstanding Bonds then called for redemption. The Trustee will provide notice of any such rescission in the same manner as the original notice of redemption was sent.

Unless the book-entry only system is discontinued, the City and the Trustee will only recognize DTC or its nominee as an Owner. Conveyance of notices and other communications by DTC to its participants (“DTC Participants”) and by DTC Participants to each actual purchaser of each 2026 Bond will be governed by arrangements between them, subject to any statutory and __________
* Preliminary, subject to change.

7 regulatory requirements as may be in effect from time to time. See “APPENDIX F – DTC AND THE BOOK-ENTRY ONLY SYSTEM.”
Purchase in lieu of Redemption. In lieu of redemption of 2026 Bonds as provided in the Trust Agreement, amounts held by the Trustee for such redemption may be applied by the Trustee to the purchase of 2026 Bonds at public or private sale as and when and at such prices (including brokerage, accrued interest and other charges) at the direction of the Authority or the City received by the Trustee at least 75 days prior to the selection of the 2026 Bonds for redemption, but such purchase price must not exceed the redemption price that would be payable if such 2026 Bonds were redeemed.

Effect of Redemption. If notice of redemption has been duly given and money for the payment of the redemption price of the 2026 Bonds called for redemption is held by the Trustee, then on the redemption date designated in such notice 2026 Bonds so called for redemption will become due and payable, and from and after the date so designated interest on such 2026 Bonds will cease to accrue, and the Owners of such 2026 Bonds will have no rights in respect thereof except to receive payment of the redemption price thereof.

8 Debt Service Schedule
The 2026 Bonds are payable from Revenues available under the Trust Agreement, consisting primarily of the 2026 Installment Payments made by the City pursuant to the Installment Purchase Contract. The schedule below shows the annual debt service on the 2026 Bonds and outstanding Parity Obligations. The table below assumes the 2026 Bonds and remaining outstanding Parity Obligations are retired as scheduled and not optionally redeemed prior to maturity.

Fiscal
Year Ending
June 30
2026 Bonds
Principal
2026 Bonds
Interest
2026 Bonds
Total
Debt Service(1)
Outstanding
Parity
Payments(2)
Total
Payments *
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
Totals

(1) Equal to the total 2026 Installment Payments due in each Fiscal Year. (2) Represents the 2004 Payments, 2017 Payments and 2020 Payments. See “SECURITY FOR THE 2026 BONDS – Outstanding Senior and Parity Obligations” and “ROSEVILLE ELECTRIC FINANCIAL INFORMATION – Outstanding Indebtedness.”
Source: The Trustee for the Outstanding Parity Payments and the Underwriters for the 2026 Bonds.

9 SECURITY FOR THE 2026 BONDS
This section provides summaries of certain provisions of the Trust Agreement, the Installment Purchase Contract and the 2026 Bonds. See APPENDIX C for a summary of additional provisions of the Trust Agreement and Installment Purchase Contract. Capitalized terms used but not defined in this section have the meanings given in APPENDIX C.

Revenues
The 2026 Bonds are payable from and secured by a lien on and security interest in the Revenues as provided in the Trust Agreement. “Revenues” consist of (a) all of the 2026 Installment Payments, and (b) all interest, profits or other income derived from the investment of amounts in any fund or account established under the Trust Agreement. The 2026 Installment Payments are an obligation of the City payable on a parity basis with other obligations from net revenues of the Electric System, as described herein. See “2026 Installment Payments” below.

Under the Trust Agreement, all of the Revenues and all amounts (including proceeds of the sale of the 2026 Bonds other than proceeds deposited into the Improvement Fund to the extent the City or the Authority are not in default under the Installment Purchase Contract or Trust Agreement) held in any fund or account established under the Trust Agreement are pledged to secure the payment of the principal of and interest and premium (if any) on the 2026 Bonds.

The 2026 Bonds are special, limited obligations of the Authority payable solely from and secured by the Revenues and certain amounts held in the funds and accounts established under the Trust Agreement. The issuance of the 2026 Bonds will not directly, indirectly or contingently obligate the City or the Authority to levy or pledge any form of taxation or to make any appropriation for their payment. The 2026 Bonds are not a debt of the Authority, the City or of the State of California or of any political subdivision thereof in contravention of any constitutional or statutory debt limitation or restriction.

Assignment to Trustee
Under the Trust Agreement, the Authority transfers, assigns and sets over to the Trustee, subject to the provisions of the Trust Agreement, all of the Revenues (which consist primarily of the 2026 Installment Payments, as more fully described below) and any and all rights and privileges it has under the Installment Purchase Contract (excepting only certain of the Authority’s rights under the Installment Purchase Contract), including the right to collect and receive directly all of the 2026 Installment Payments and the right to enforce the provisions of the Installment Purchase Contract.

Any Revenues collected or received by the Authority will be deemed to be held, and to have been collected or received, by the Authority as the agent of the Trustee, and will immediately be paid by the Authority to the Trustee.

The Trust Agreement provides that the Trustee will, subject to the provisions of the Trust Agreement, take all steps, actions and proceedings required to be taken as provided in any Opinion of Counsel delivered to it, reasonably necessary to maintain in force for the benefit of the Owners of the 2026 Bonds the Trustee’s rights as assignee of the 2026 Installment Payments under the Installment Purchase Contract and as beneficiary of any other rights to security for the 2026 Bonds which the Trustee may receive in the future.

10 2026 Installment Payments
General. Revenues consist primarily of the 2026 Installment Payments due to the Authority under the Master Contract. Payment obligations under the supplements to the Master Contract entered into in 2004, 2017 and 2020 (the respective “2004 Supplemental Contract,” “2017 Supplemental Contract” and “2020 Supplemental Contract”) remain outstanding, as detailed herein. The Master Contract and the various supplements thereto are collectively referred to as the “Installment Purchase Contract.” The payments due under the Installment Purchase Contract are collectively referred to as “Payments.” All of the Payments are secured on a parity basis.
2026 Installment Payments. The 2026 Installment Payments represent the purchase price of a portion of the 2026 Project which the Authority is reselling to the City and financing with proceeds of the 2026 Bonds. The Installment Purchase Contract provides that the City’s obligations to make the 2026 Installment Payments is (subject to the provisions of the Installment Purchase Contract relating to defeasance) absolute and unconditional, and until such time as the 2026 Installment Payments are paid in full (or provision for defeasance by the payment thereof is made under the Installment Purchase Contract), the City will not discontinue or suspend any 2026 Installment Payments required to be paid by it under the Installment Purchase Contract when due, whether or not the Electric System or any part thereof is operating or operable, or its use is suspended, interfered with, reduced, curtailed or terminated in whole or in part. The 2026 Installment Payments are not subject to reduction whether by offset, abatement or otherwise and are not conditional upon the performance or nonperformance by any party to any agreement for any cause whatsoever.

The City is not required to advance any moneys derived from any source of income other than the Net Revenues for the payment of the 2026 Installment Payments or for the performance of any agreements or covenants required to be performed by it contained in the Installment Purchase Contract.

Pledge of Net Revenues. Under the Installment Purchase Contract, the Net Revenues of the Electric System are irrevocably pledged to the payment of all Payments to be made by the City to the Authority, including the 2026 Installment Payments, and all other payments required to be paid from Net Revenues on a parity basis (see “– Outstanding Senior and Parity Obligations” below). The Net Revenues of the Electric System may not be used for any other purpose while any of the Payments remain unpaid; provided, that out of Net Revenues there may be apportioned such sums for such purposes as are expressly permitted by the Installment Purchase Contract.

The Installment Purchase Contract provides that this pledge constitutes a parity first pledge of and charge and lien upon the Net Revenues of the Electric System.

Electric System. The Installment Purchase Contract defines “Electric System” to mean the electric public utility system of the City, comprising all electric generation, transmission and distribution facilities and all general plant facilities related thereto owned by the City at the time the Master Contract was executed and all other properties, structures or works for the generation, transmission or distribution of electricity thereafter acquired by the City, including all contractual rights for electricity or the transmission thereof, together with all additions, betterments, extensions or improvements to such facilities, properties, structures or works or any part thereof thereafter acquired.

Net Revenues. The Installment Purchase Contract defines “Net Revenues” to mean, for any Fiscal Year or any designated twelve (12) month period in question, the Gross Revenues

11 during such Fiscal Year or twelve (12) month period less the Maintenance and Operation Costs during such Fiscal Year or twelve (12) month period.

Gross Revenues. “Gross Revenues” as used herein (defined in the Installment Purchase Contract as “Revenues”) means all gross income and revenue received or receivable by the City from the ownership or operation of the Electric System, determined in accordance with Generally Accepted Accounting Principles, including all rates and charges received by the City for the Electric Service and the other services and facilities of the Electric System and all proceeds of insurance covering business interruption loss relating to the Electric System and all other income and revenue howsoever derived by the City from the ownership or operation of the Electric System or arising from the Electric System, and including all Payment Agreement Receipts, and including all income from the deposit or investment of any money in the Electric Revenue Fund.

The definition of “Gross Revenues” excludes proceeds of taxes, refundable deposits made to establish credit and advances, or contributions in aid of construction and line extension fees, and charges collected by any person to amortize, or otherwise relating to the payment of, the uneconomic portion of costs associated with assets and obligations (“stranded costs”) of the Electric System or of any joint powers agency in which the City participates which the City has dedicated to the payment of obligations other than Contracts, the payments of which obligations will be applied or pledged to, or otherwise set aside for, the reduction or retirement of outstanding obligations of the City or any joint powers agency in which the City participates relating to such “stranded costs” of the City or of any such joint powers agency to the extent such “stranded costs” are attributable to, or the responsibility of, the City.

Maintenance and Operation Costs. The Installment Purchase Contract defines “Maintenance and Operation Costs” to mean the costs paid or incurred by the City for maintaining and operating the Electric System, determined in accordance with Generally Accepted Accounting Principles, including, but not limited to, (a) all costs of electric energy and power generated or purchased by the City for resale, costs of transmission, fuel supply and water supply in connection with the foregoing, (b) all reasonable expenses of management and repair and other expenses necessary to maintain and preserve the Electric System in good repair and working order, (c) all administrative costs of the City that are charged directly or apportioned to the operation of the Electric System, such as salaries and wages of employees, overhead, taxes (if any) and insurance premiums, and (d) all other reasonable and necessary costs of the City or charges required to be paid by it to comply with the terms of the Master Contract or of any resolution authorizing the execution of any Contract or of such Contract or of any resolution authorizing the issuance of any Parity Obligations or of such Parity Obligations, such as compensation, reimbursement and indemnification of the trustee, remarketing agent or surety costs for any such Contracts or Parity Obligations, letter of credit fees for any such Contracts or Parity Obligations, fees and expenses of Independent Certified Public Accountants and Independent Engineers; but excluding in all cases depreciation, replacement and obsolescence charges or reserves therefor and amortization of intangibles. Anything contained herein to the contrary notwithstanding, "Maintenance and Operation Costs" shall include all amounts required to be paid by the City under contracts with a joint powers agency for the purchase of capacity, energy, transmission capability or any other commodity or service in connection with the foregoing, which contract requires payments by the City to be made thereunder to be treated as Maintenance and Operation Costs..

The 2026 Installment Payments are limited obligations of the City and are not secured by a legal or equitable pledge of, or charge or lien upon, any property of the City or any of its income or receipts, except the Net Revenues.

12 Rate Covenant
General. Under the Installment Purchase Contract, the City covenants that it will at all times fix, prescribe and collect rates and charges for the services, facilities and electricity of the Electric System during each Fiscal Year which are reasonably fair and nondiscriminatory and which will be at least sufficient to yield “Adjusted Annual Net Revenues” for such Fiscal Year equal to at least 110% of the Adjusted Annual Debt Service for such Fiscal Year (the “Rate Covenant”).

The City may make adjustments from time to time in such fees and charges and may make such classification thereof as it deems necessary, but may not reduce the rates and charges then in effect unless the Adjusted Annual Net Revenues (defined herein) from such reduced rates and charges will at all times be sufficient to meet the requirements described in the preceding sentence.

Adjusted Annual Net Revenues. The Installment Purchase Contract defines “Adjusted Annual Net Revenues” to mean, for any Fiscal Year or 12-month period in question, the “Adjusted Annual Revenues” during such Fiscal Year or 12-month period less the “Maintenance and Operation Costs” during such Fiscal Year or 12-month period.

Adjusted Annual Revenues. The Installment Purchase Contract defines “Adjusted Annual Revenues” to mean, for any Fiscal Year or 12-month period in question:
• the Gross Revenues during such Fiscal Year or 12-month period, • plus, for purposes of the Rate Covenant only, the amounts on deposit in the Rate Stabilization Fund (or any other unrestricted funds of the Electric System designated by the City Council by resolution and available for the purpose of paying Maintenance and Operation Costs and/or Annual Debt Service for such Fiscal Year or 12-month period), as of the first day of such Fiscal Year or 12-month period, • minus, for the purposes of the Rate Covenant only, earnings from the investments in the Parity Reserve Fund that are deposited in the Electric Revenue Fund in such Fiscal Year or 12-month period.

Adjusted Annual Debt Service. The Installment Purchase Contract defines “Adjusted Annual Debt Service” to mean, for any Fiscal Year or 12-month period in question, the “Annual Debt Service” for such Fiscal Year or 12-month period minus the sum of (i) for purposes of the Rate Covenant only, the earnings from the investments in the Parity Reserve Fund that have been deposited in the Electric Revenue Fund in such Fiscal Year or 12-month period, and
(ii) the amount of the Annual Debt Service paid from the proceeds of Parity Obligations or interest earned thereon (other than from the Parity Reserve Fund), all as set forth in a certificate of the City.

Annual Debt Service. The Installment Purchase Contract defines “Annual Debt Service” to mean, for any Fiscal Year or 12-month period in question, the required payments scheduled to be made with respect to all Outstanding Parity Obligations in such Fiscal Year or 12-month period; provided, that for purposes of determining compliance with the Rate Covenant, the Reserve Fund Requirement and conditions for the execution of Parity Obligations, certain additional provisions

13 are applicable as described in “APPENDIX C – DEFINITIONS AND SUMMARY OF CERTAIN DOCUMENTS.”
Rate Stabilization Fund
Under the Installment Purchase Contract, the City is required to establish and maintain the Rate Stabilization Fund so long as any Parity Obligations remain unpaid. Amounts in the Rate Stabilization Fund are not pledged as security for the 2026 Installment Payments but may be included in Adjusted Annual Revenues for purposes of determining compliance with the Rate Covenant. The City is not required to maintain any balance in the Rate Stabilization Fund.

The City may at any time deposit in the Rate Stabilization Fund any Net Revenues after providing for the payment of Parity Obligations and any other money available for such deposit.

The City may at any time withdraw any or all of the money from the Rate Stabilization Fund for any legal purpose. All interest or other earnings upon deposits in the Rate Stabilization Fund will be accounted for as Gross Revenues. The City’s ability to set rates, fees and charges for electricity at levels which would permit the City to make deposits into the Rate Stabilization Fund could in the future be limited by new regulations and other changes to the electric industry in California.

Notwithstanding the foregoing, no Gross Revenues will be deposited in the Rate Stabilization Fund to the extent that such amount was included by the City in Adjusted Annual Revenues for purposes of determining compliance with the conditions for the execution of Parity Obligations contained in the Contracts or for the Rate Covenant and deduction of the amounts to be deposited in the Rate Stabilization Fund would have caused noncompliance with such conditions.

Parity Reserve Fund
Establishment. Under the trust agreement entered into by the Authority and the Trustee with respect to the 1997 Certificates, the Trustee established and is obligated to maintain, the Parity Reserve Fund, which secures the payment of principal and interest with respect to the outstanding Parity Obligations. For each series of bonds requiring an addition to the Reserve Fund, a separate Reserve Account is established by the Trustee.

Reserve Fund Requirement. The Installment Purchase Contract defines “Reserve Fund Requirement” to mean, as of any date of determination and excluding any Parity Obligations that are not Supplemental Contracts and the debt service thereon, the least of (a) 10% of the initial offering price to the public of the Parity Obligations as determined under the Internal Revenue Code of 1986 (the “Code”), or (b) the Maximum Annual Debt Service, or
(c) 125% of the Average Annual Debt Service.

As of the date of issuance of the 2026 Bonds, the Reserve Fund Requirement is $________________. The Reserve Fund Requirement does not increase except to the extent necessary to reach the above requirement due the issuance of parity installment payments.

The supplement to the Installment Purchase Contract entered into in 2010 amended the Master Contract to provide that at such time as the 2004 Bonds are no longer outstanding, a future Parity Obligation may be issued without increasing the Reserve Fund Requirement

14 provided the documents setting forth the security for such Parity Obligation reflect that the Parity Reserve Fund is not available for payment of such Parity Obligation.

Substitution of Surety. The Reserve Fund Requirement (or any portion thereof) may be provided by one or more policies of municipal bond insurance or surety bonds issued by a municipal bond insurer or by a letter of credit issued by a bank or other institution if the obligations insured by such insurer or issued by such bank or other institution, as the case may be, have ratings at the time of issuance of such policy or surety bond or letter of credit equal to “Aa” or higher assigned by Moody’s (if Moody’s is then rating any of the Parity Obligations) and “AA” or higher assigned by S&P (if S&P is then rating any of the Parity Obligations) and that maintain at all times ratings at least equal to the lowest ratings (without giving effect to municipal bond insurance or other credit enhancement) on any of the Parity Obligations provided by Moody’s (if Moody’s is then rating any of the Parity Obligations) and by S&P (if S&P is then rating any of the Parity Obligations).

If at any time obligations insured by any such municipal bond insurer issuing a policy of municipal bond insurance or surety bond or a bank or other institution issuing a letter of credit as permitted by this definition no longer maintains ratings as required in accordance with the requirements of the Installment Purchase Contract, the Installment Purchase Contract requires the City to provide or cause to be provided cash or a substitute municipal bond insurance policy or surety bond or a letter of credit meeting such requirements.

Currently, no portion of the Reserve Fund Requirement is provided by a policy of municipal bond insurance, surety bond or letter of credit.

Disbursement. Amounts in the Parity Reserve Fund are available for transfer to the 2026 Debt Service Fund and to any applicable debt service fund established for Parity Obligations under each trust agreement or other agreement under which any Parity Obligations secured by the Parity Reserve Fund are issued, without preference or priority among transfers made, and in the event of any insufficiency of moneys in such debt service funds, ratably and without preference, in an amount required to be deposited therein with respect to Parity Obligations secured by the Parity Reserve Fund. See “– Outstanding and Senior Parity Obligations” below.

Interest earnings on amounts on deposit in the Parity Reserve Fund, unless needed to pay debt service on any obligations issued pursuant to the Master Contract or to replenish the Parity Reserve Fund, or unless subject to rebate requirements under the Tax Code, will be withdrawn from the Parity Reserve Fund and transferred, upon Written Request of the Authority submitted to the Trustee, to the City for deposit in the Revenue Fund.

Outstanding Senior and Parity Obligations
Senior Obligations. The City participates in the projects of, and has entered into certain power sales contracts and transmission service agreements with, certain regional joint powers agencies (including NCPA and TANC (defined below)), under which the City is responsible for the payment of its share of the costs of certain projects in which it is participating (including debt service costs associated with debt of the joint powers agencies issued for such projects). As described above, obligations of the City under these agreements constitute Maintenance and Operation Costs of the Electric System payable prior to the obligations under the Installment Purchase Contract, including the 2026 Installment Payments (and the Parity Obligations described below). Under certain circumstances, payments under these financing agreements are subject to a potential “step-up,” as described herein, obligating the City to pay a share of the

15 obligations of a defaulting participant and granting the City a corresponding increased entitlement to electricity or transmission capability. The City’s estimated share of principal outstanding for such obligations is approximately $19.9 million as of June 30, 2025. For additional details, see “ROSEVILLE ELECTRIC FINANCIAL INFORMATION – Outstanding Indebtedness – Senior Indebtedness.”
Parity Obligations. The pledge of Net Revenues for payment of the 2026 Installment Payments is a parity pledge of Net Revenues securing payment of the 2004 Payments, 2017 Payments and 2020 Payments. As of June 30, 2025, the aggregate principal outstanding for these obligations was $77,875,000. For additional details, see “ROSEVILLE ELECTRIC FINANCIAL INFORMATION – Outstanding Indebtedness – Parity Indebtedness.” Conditions for Issuing Additional Obligations
The Trust Agreement does not provide for issuance of additional obligations payable or secured by the Revenues pledged to payment of the 2026 Bonds. However, under the terms of the Master Contract, the City may incur additional obligations under contracts with joint powers agencies in which it now or may in the future participate for the purchase of capacity, energy, transmission capability or any other commodity or service in connection with the foregoing, which are Maintenance and Operation Costs of the Electric System, payable from Gross Revenues of the Electric System prior to the payment of the 2026 Installment Payments securing the 2026 Bonds.

In addition, the City may, at any time execute a Supplemental Contract or other Parity Obligation, the payments of which are payable from the Net Revenues on a parity with the other Parity Obligations, including the 2026 Installment Payments, but subject to the conditions precedent set forth in the Master Contract, including the condition that there be on file with the Trustee either:
(1) a Certificate of the City demonstrating that during any twelve consecutive calendar months out of the immediately preceding eighteen calendar month period, the Adjusted Annual Net Revenues were at least equal to 110% of the Maximum Annual Debt Service for all existing Parity Obligations plus the Parity Obligation proposed to be executed; or
(2) an Engineer’s Report showing that projected Adjusted Annual Net Revenues during the succeeding five complete Fiscal Years beginning with the first Fiscal Year following issuance of such Parity Obligations in which interest is not capitalized in whole or in part from the proceeds of Parity Obligations, is at least equal to 110% of the Maximum Annual Debt Service for all existing Parity Obligations plus the Parity Obligations proposed to be executed.

Notwithstanding the foregoing, the Master Contract specifies that there are no limitations on the ability of the City to execute any Parity Obligations at any time to refund any outstanding Parity Obligations. See “APPENDIX C – DEFINITIONS AND SUMMARY OF CERTAIN DOCUMENTS.”
The supplement to the Installment Purchase Contract entered into in 2010 amended the Master Contract to provide that at such time as the 2004 Bonds are no longer outstanding, a future Parity Obligation may be issued without increasing the Reserve Fund Requirement

16 provided the documents setting forth the security for such Parity Obligation reflect that the Parity Reserve Fund is not available for payment of such Parity Obligation.

Flow of Funds
2026 Debt Service Fund. All Revenues received by the Trustee will be promptly deposited by the Trustee in the 2026 Debt Service Fund; except that all moneys received by the Trustee and required under the Trust Agreement or under the 2026 Supplemental Contract to be used for optional redemption of 2026 Bonds will be promptly deposited in a special fund and disbursed for that purpose. All Revenues deposited with the Trustee will be held, disbursed, allocated and applied by the Trustee only as provided in the Trust Agreement.

All money in the 2026 Debt Service Fund will be set aside by the Trustee in the following respective special accounts within the 2026 Debt Service Fund (each of which is created and maintained by the Trustee under the Trust Agreement) in the following order of priority:
(i) 2026 Interest Account,
(ii) 2026 Redemption Account (with a 2026 Principal Subaccount therein), and 2026 Interest Account. On the Business Day immediately preceding each February 1 and August 1, commencing on August 1, 2026, the Trustee will set aside from the 2026 Debt Service Fund and deposit in the 2026 Interest Account that amount of money which is equal to the amount of interest on the 2026 Bonds becoming due and payable on such February 1 or August 1, as the case may be.

No deposit need be made in the 2026 Interest Account if the amount contained therein is at least equal to the aggregate amount of interest on the 2026 Bonds becoming due and payable on such Interest Payment Date.

All money in the 2026 Interest Account will be used and withdrawn by the Trustee solely for the purpose of paying the interest as it becomes due and payable (including accrued interest on any 2026 Bonds purchased or redeemed prior to their respective maturity dates). 2026 Redemption Account. On the Business Day immediately preceding each February 1, commencing with the first February 1 on which principal is due on the 2026 Bonds, the Trustee will set aside from the 2026 Debt Service Fund and deposit in the 2026 Principal Subaccount in the 2026 Redemption Account an amount of money equal to the principal amount of the 2026 Bonds becoming due and payable on such February 1.

No deposit need be made in the 2026 Redemption Account if the amount contained in the 2026 Principal Subaccount therein is at least equal to the aggregate amount of the principal of the 2026 Bonds becoming due and payable on such February 1.

All money in the 2026 Principal Subaccount in the 2026 Redemption Account will be used and withdrawn by the Trustee solely for the purpose of paying the principal of the 2026 Bonds as it becomes due and payable, whether at their respective maturity or sinking fund payment dates or on prior redemption.

Surplus. Any surplus remaining in the 2026 Debt Service Fund, after payment in full of (i) the principal of and interest on the Bonds or provision therefore under the Trust Agreement,

17 and (ii) any applicable fees and expenses to the Trustee, will be withdrawn by the Trustee and remitted to the City.

Flow of Funds under Installment Purchase Contract. Under the Installment Purchase Contract, the City agrees and covenants that all Gross Revenues it receives will be deposited when and as received in an “Electric Revenue Fund,” which the City is required to establish and maintain separate and apart from other moneys of the City so long as any Parity Obligations remain unpaid.

All money on deposit in the Electric Revenue Fund will be applied and used only as provided in the Installment Purchase Contract.

Payment of Maintenance and Operation Costs. The City is to pay all Maintenance and Operation Costs (including amounts reasonably required to be set aside in contingency reserves for Maintenance and Operation Costs the payment of which is not then immediately required) from the Electric Revenue Fund as they become due and payable.

Disbursement of Remaining Funds. The Installment Purchase Contract requires the City to deposit and set aside all remaining money in the Electric Revenue Fund at the following times in the following order of priority:
(1) Parity Obligation Payment Fund Deposits. On or before the third Business Day before each date on which interest or principal becomes due and payable under any Parity Obligation or any net payment becomes due and payable under any agreement for the purpose of managing or reducing the City's exposure to fluctuations in interest rates or for any other interest rate. investment, cash flow, asset or liability managing purposes, as described in the Purchase Contract (herein a “Parity Payment Agreement”), the City will, from the money in the Electric Revenue Fund, deposit in the Parity Obligation Payment Fund (which the City agrees and covenants to establish and maintain separate and apart from other moneys of the City so long as any Parity Obligations remain unpaid) a sum equal to the amount of interest and principal becoming due and payable under all Parity Obligations on such due date, plus the net payments due on all Parity Payment Agreements on such due date.

However, no such deposit need be made if there is money in the Parity Obligation Payment Fund available therefore at least equal to the amount of interest and principal becoming due and payable under all Parity Obligations on such date on which interest or principal becomes due and payable under any Parity Obligations plus the net payments due on all Parity Payment Agreements on the next succeeding due date.

Moneys on deposit in the “Parity Obligation Payment Fund will be transferred by the City to the Trustee to make and satisfy the payments due on the next applicable date on which interest or principal becomes due and payable under any Parity Obligation at least three Business Days prior to such next applicable due date. (2) Parity Reserve Fund Deposits. On or before the third Business Day before each Payment Date, the City will, from the remaining money on deposit in the Electric Revenue Fund after deposits and transfers under paragraph (1) above, transfer to the Trustee for deposit in the Parity Reserve Fund that sum, if any, necessary to restore the Parity Reserve Fund to an amount equal to the Reserve Fund Requirement.

18 The City will also, from such remaining moneys in the Electric Revenue Fund, transfer or cause to be transferred to the reserve fund or account for any Parity Obligations which are not Supplemental Contracts, without preference or priority between transfers made in accordance with this sentence and the preceding sentence, and in the event of any insufficiency of such moneys ratably without any discrimination or preference, that sum or sums, if any, equal to the amount required to be deposited therein pursuant to such Parity Obligations.

After making the foregoing deposits and transfers in each Fiscal Year, the City may apply any remaining money in the Electric Revenue Fund for any lawful purpose of the City, including for the payment of any Subordinate Obligations in accordance with the instruments authorizing such Subordinate Obligations; provided, that no moneys in the Electric Revenue Fund may be applied to the payment of any Subordinate Obligations in any Fiscal Year unless amounts on deposit in the Electric Revenue Fund are sufficient to make the transfers required to be made in such Fiscal Year as described above.

Limited Obligations
The 2026 Bonds are special limited obligations of the Authority payable solely from and secured by the Revenues and certain amounts held in the funds and accounts established under the Trust Agreement. The Authority has no obligation or liability to the Owners of the 2026 Bonds with respect to the payment of the 2026 Installment Payments when due, or with respect to the performance by the City of any other covenant made by it in the Installment Purchase Contract.

Except for the payment of 2026 Installment Payments when due and the performance of the other covenants and agreements of the City contained in the Installment Purchase Contract, the City has no obligation or liability to the Owners of the 2026 Bonds with respect to the Trust Agreement or the execution, delivery or transfer of the 2026 Bonds, or the disbursement of debt service payments to the Owners by the Trustee. The obligation of the City to make the 2026 Installment Payments is a special obligation of the City secured by a pledge of Net Revenues and payable solely from the Net Revenues and other amounts available under the Trust Agreement, and does not constitute a debt of the City or of the State of California or of any political subdivision thereof in contravention of any constitutional or statutory debt limitation or restriction.

The City is not required to advance any moneys derived from any source of income other than the Net Revenues and the other funds provided in the Installment Purchase Contract for the payment of amounts due under the Installment Purchase Contract or for the performance of any agreements or covenants required to be performed by it contained in the Installment Purchase Contract. See “OTHER RISK FACTORS – Limited Obligations” herein.

19 ROSEVILLE ELECTRIC
History and Background
Roseville Electric has been powering homes, businesses, and streetlights in the City of Roseville since 1912. In 1956, Roseville Electric signed its initial contract with the Federal Bureau of Reclamation to purchase 54 megawatts (“MW”) of electric capacity and energy annually from the Central Valley hydroelectric project (“CVP”), a network of dams, reservoirs, canals, and power plants in central and northern California. Roseville Electric’s current base resource contract for the purchase of capacity and energy from the CVP is now managed by the Western Area Power Administration (“WAPA”).

By the early 1970s, Roseville Electric needed to supply more electricity than the WAPA resource allocation could provide. To meet the increased demand, Roseville Electric joined the Northern California Power Agency (“NCPA”), a California joint powers authority that had been established in 1968 to assist municipal utilities develop and share resources. Roseville Electric is a participant in a number of NCPA generation projects, including NCPA’s Geothermal Project Number Three (the “NCPA Geothermal Project”), Calaveras Hydroelectric Project Number One (the “NCPA Calaveras Project”) and Combustion Turbine Project Number Two (the “NCPA STIG Project”).

In 1984, Roseville Electric joined the Transmission Association of Northern California (“TANC”), a California joint powers authority established by a group of publicly-owned utilities in 1984 to participate in the construction, operation, and maintenance of the California Oregon Transmission Project (“COTP”), one of three 500-kV transmission lines that make up the California Oregon Intertie (“COI”). Roseville Electric’s share of the COTP is 32 MW of bidirectional firm transmission rights, and provides Roseville Electric the ability to meet reliability needs through short-term and long-term firm energy purchases with Pacific-Northwest utilities.

In 2007, Roseville Electric completed construction of the Roseville Energy Park (“REP”), a natural gas fired combined cycle power plant with a base operating capacity of 120 MW and the ability to duct-fire up to 168 MW. REP was built as a reliable, economic alternative to bulk power purchases.

In 2010, Roseville Electric secured another 48 MW of capacity upon assuming full title and ownership of two 24 MW simple cycle combustion turbines, now referred to as Roseville Power Plant 2 (“RPP2”). Originally part of the NCPA Combustion Turbine Project Number One, the turbines are connected to Roseville Electric’s electric distribution system and further help Roseville Electric meet reserve and capacity requirements.

In 2011, Roseville Electric joined with the Sacramento Municipal Utility District, the Modesto Irrigation District, the City of Redding, the Trinity Public Utility District and the City of Shasta Lake to form the Balancing Authority of Northern California (“BANC”), a California joint powers agency. BANC assumed balancing authority area responsibilities – including the matching of generation to load and coordinating system operations with neighboring balancing authorities – from SMUD. SMUD now acts as the balancing authority operator for BANC under contract. The CVP generation, owned by the Bureau of Reclamation, and WAPA's transmission facilities, along with the COTP, are included (among other resources) within the BANC footprint.

In 2018, Roseville Electric acquired a five-year 50 MW transmission right from PacifiCorp from Malin 500kV to Round Mountain 230kV, expanding Roseville Electric’s reach in the Pacific

20 Northwest. This transmission right provides north to south rights that Roseville Electric uses for buying firm energy on a short-term and long-term basis. Roseville Electric utilizes its WAPA transmission service to deliver energy from Round Mountain 230kV to the electric distribution system. Roseville Electric’s contract provides for on-going five-year roll-over rights whereby it can elect twelve-months prior to a five-year contract expiring, to continue for a new five-year term upon completion of the then-current contract term.

In 2021, in response to an emergency proclamation issued by California’s Governor Gavin Newsom, Roseville Electric and the California Department of Water Resources (“CDWR”) negotiated and executed contracts that sited two General Electric TM-2500 natural gas fired peaking units at the REP site with a combined nameplate capacity of 67.2MW, collectively known as the Roseville Peakers (“RPEAK”). Pursuant to the contracts with CDWR, Roseville Electric operated these units in support of California grid emergency through December 31, 2024. Prior to expiration of the contracts, CDWR and Roseville Electric negotiated an extension that provided Roseville Electric an option to take title to the units in an accelerated manner if Roseville Electric made upgrades to the units to increase RPEAK’s output in extreme heat, and committed to joining and adhering to the State’s Distributed Electricity Backup Assets (“DEBA”) program.

In 2024, Roseville Electric applied to the California Energy Commission’s (“CEC”) Distributed Electricity Backup Assets (“DEBA”) Bulk Grid Grant Funding Opportunity (“GFO”) to make efficiency upgrades and capacity additions to the RPEAK units to continue to support the state’s electric grid during extreme events. Roseville was ultimately selected for an award, ranking number one in the publicly-owned utility applicant pool and executed an agreement with the CEC in August 2024. Roseville took ownership of the two combustion turbine generators with a combined capacity of 67.2 MW (“RPEAK”) units on November 1, 2024.

In 2025, Roseville Electric and CDWR executed contracts to decommission Roseville’s nearly 40-year-old 48 MW RPP2 units, which Roseville Electric had acquired in 2010 from NCPA, and to relocate two TM-2500 peaking units CDWR had sited in Yuba City in September 2021.

Roseville Electric is now working to repower the 67.2MW CDWR TM-2500 units by June 1, 2026.

The term of this agreement extends to October 2029, at which time Roseville Electric will take ownership of the units from CDWR. Over the term of the agreement, Roseville Electric has full access to the peaking capacity of CDWR’s units, subject to strict criteria to minimize the operating hours. From a peak capacity perspective, this repower will incrementally add nearly 19 MW of capacity to Roseville Electric to meet reliability needs.

Organization and Management
City Council and Roseville Public Utilities Commission. Roseville Electric is under the governance of the Roseville City Council. A seven-member Roseville Public Utilities Commission also serves as an advisory board to the City Council on matters relating to all utilities owned and operated by the City. The City Council appoints all seven members of the Public Utilities Commission. The Electric Utility CEO oversees operations of the electric utility and reports to the Assistant City Manager.

Risk Oversight Committee (“ROC”). Roseville Electric’s risk management strategies and procedures are monitored by the ROC. The ROC meets on a regular basis and includes two members of the City Council, two members of the Roseville Public Utilities Commission, the City Manager, the Assistant City Manager, the Chief Financial Officer, the City Attorney, and the Electric Utility CEO. The ROC oversees Roseville Electric’s risk management procedures and ensures that Roseville Electric’s risk profile is within the parameters set forth in the risk

21 management policies. The ROC also reviews energy risk exposure, compliance with approved hedge ranges, and recommends any non-standard transactions or deviations from approved risk limits to the City Council.

Risk Management Committee (“RMC”). Roseville Electric’s risk management activities are reviewed and monitored on a more regular basis by the RMC. The RMC meets quarterly and is comprised of one delegate from the Finance Department, one delegate from the City Attorney’s office, the Electric Utility CEO, the Electric Utility Chief Operating Officer, and two Assistant Electric Utility Directors. The RMC discusses risk mitigation strategies, impacts of various strategies on Roseville Electric’s strategic goals and makes recommendations to the ROC, or City Council, as appropriate.

Management. Current management of Roseville Electric is as follows:

Dan Beans, CEO: Dan Beans was named CEO in 2022. Mr. Beans oversees 200 employees who are responsible for power generation and distribution of electricity to about 71,000 residential and business customers. In addition to his responsibilities overseeing the utility, he currently serves as immediate past President of the California Municipal Utilities Association, and he is the Vice Chair of the American Public Power Association. Mr. Beans is a Commissioner of the Balancing Authority of Northern California and the Transmission Agency of Northern California. He also serves public power on the Electricity Subsector Coordinating Council representing the electricity industry at the federal level. Mr. Beans is a licensed Professional Electrical Engineer with the State of California. He began his career in public power 20 years ago, after spending more than 12 years in the private sector, where he performed electrical engineering for NASA and numerous other organizations through a consulting engineering firm. Mr. Beans holds a Bachelor of Arts in Physics-Engineering from Point Loma Nazarene University and a Master of Public Administration with an emphasis in Public Finance from National University.

Shawn Matchim, Electric Utility Chief Operating Officer: Shawn Matchim rejoined the executive team of Roseville Electric in September 2019 and served in various roles including Assistant Director - Finance and Customer Care and Assistant Director - Power Resources, and was subsequently appointed to Chief Operating Officer in April 2023. In his role as Chief Operating Officer, Mr. Matchim directs the day-to-day operations of all major divisions of the electric utility.

Prior to rejoining Roseville, he served for over two years as the Assistant General Manager for the Transmission Agency of Northern California (TANC). Before his time at TANC, Mr. Matchim was the Regulatory Compliance Administrator for Roseville Electric and had been with the City since 2013. Prior to joining the City, Mr. Matchim worked for over 19 years with Navigant Consulting, Inc., including as a Director in the firm’s Energy Practice. In that capacity, he worked on a range of consulting engagements related to power markets, generation and transmission development, litigation support, and regulatory matters in the electric utility industry. Prior to joining Navigant, Mr. Matchim also worked for the California Energy Commission. Mr. Matchim graduated from California State University, Sacramento with a Bachelor of Arts Degree in Economics.

Joanna Cucchi, Assistant Electric Utility Director: Joanna Cucchi currently serves as the Assistant Electric Utility Director of Finance and Customer Care at Roseville Electric. She joined the utility in 2009 as part of the Finance and Rates group. Ms. Cucchi serves as Treasurer/Secretary of the California Municipal Utilities Association and is a member of the Finance Committee for Transmission Authority of Northern California and the Northern California Power Agency. Prior to her tenure with Roseville Electric, she held positions with both the City of Roseville Planning Department and the Los Angeles County Metropolitan Transportation

22 Authority, gaining experience in municipal planning and regional planning. Ms. Cucchi holds a bachelor’s degree from Whittier College and a master’s degree from California State Polytechnic University, Pomona.

William Forsythe, Assistant Electric Utility Director: Bill Forsythe has served as Assistant Electric Utility Director responsible for Resources and Generation since 2022. He began working at Roseville Electric in 2017 as the Power Supply Manager managing the Electric System’s energy supply portfolio. Mr. Forsythe began his career with nearly 25-years at the California Department of Water Resources where he managed the State Water Project (SWP) power portfolio, resource planning, and previously led design and construction of SWP facilities. Mr. Forsythe holds a bachelor’s degree in civil engineering from Cal Poly San Luis Obispo, and a Master of Business Administration from UC Davis. He is also a registered professional engineer in California.

Tom Pontes, Assistant Electric Utility Director: Tom Pontes serves as the Assistant Electric Utility Director overseeing the Operations and Operational Technology Divisions at Roseville Electric. Mr. Pontes joined Roseville Electric in 2003 as an apprentice lineman and has held key positions such as Lineman, Line Crew Foreman, Line Construction Supervisor, and ultimately, Assistant Electric Utility Director. Prior to his tenure at Roseville Electric, Mr. Pontes served as a non-commissioned officer in the United States Air Force, stationed at Elmendorf Air Force Base, Alaska as an Electrical Systems Technician. As part of his military career, he participated in deployments in support of Operation Enduring Freedom, including Bagram Air Force Base, Afghanistan.

Christopher Porter, Assistant Electric Utility Director: Christopher Porter joined the executive team in 2023, serving as the Assistant Electric Utility Director over the engineering (both distribution and generation), new services and compliance divisions. In this capacity, Mr. Porter is responsible for overseeing staff that design and manage all projects associated with the safe and reliable operation of the Roseville Electric system and generation assets in order to deliver power to Roseville customers as well as the staff that assure these efforts are in compliance with local, state and federal regulations. Mr. Porter joined Roseville Electric in 2007 as a Power Engineer, after beginning his utility career as an engineer at the Sacramento Municipal Utility District (“SMUD”) in 2005. At Roseville Electric, Mr. Porter has served in progressively responsible engineering roles throughout his time, responsible for designing substations, performing system analysis studies and managing large capital improvement projects. Mr. Porter graduated with a Bachelor of Science Degree in Electrical and Electronic Engineering from California State University, Sacramento.

Employees
As of June 30, 2025, 203 City authorized positions were assigned specifically to Roseville Electric. Most of the non-management City personnel working at Roseville Electric are represented by the International Brotherhood of Electrical Workers (“IBEW”) and the International Union of Operating Engineers, Station Engineers (“Local 39”). The current IBEW contract will expire on April 30, 2026 and the Local 39 contract will expire on December 31, 2027. There have been no strikes or other work stoppages at the City, including at Roseville Electric. For information regarding the City’s retirement benefits and plans, see “– Retirement Benefits” below.

23 Sources of Power Supply
General. Roseville Electric has a diverse portfolio of resources that includes large hydroelectric, geothermal, natural gas fired thermal, system power contracts, and additional contracts for renewable supply. In addition, Roseville Electric purchases its incremental needs through open market purchases. Roseville Electric owns and operates the Roseville Energy Park (REP), Roseville Power Plant 2 (RPP2), and RPEAK, all connected to Roseville Electric’s electric distribution system. Roseville Electric has a long-term contract with WAPA for a share of the Central Valley Project net generation, and entitlements to the output of several NCPA projects.

In recent years, Roseville Electric has focused on the procurement of additional renewable resources to comply with legislative mandates. See “DEVELOPMENTS IN THE ENERGY MARKETS.”
Table 1 provides a summary of Roseville Electric’s sources of power supply for Fiscal Year 2024-25.

Table 1
Sources of Power Supply
Fiscal Year 2024-2025
Source Type
Capacity Available
(MW)(1)
Actual Energy
(GWh)(2)
% of
Total
Generation:

REP Natural Gas 168 565 45%
RPP2 Natural Gas 48 5 0%
RPEAK Natural Gas 67 4 0%
Purchased Power:

WAPA Hydro 59 153 12%
NCPA
Geothermal Geothermal 8 54 4%
Calaveras Hydro 30 48 4%
STIG(3) Natural Gas 18 3 0%
COI Transmission(4) Various 80 119 9%
Long-Term Contracts Various 20 67 5%
Term Purchases Various 236 19%
TOTAL 498 1,254 100%
Peak Demand (MW)(5) 362
__________________________
Note: Totals may not foot due to rounding.
(1) Nameplate capacity in MW.
(2) One gigawatt hour (GWh) equals 1 million kilowatt hours (kWh). (3) Out of service in October 2024, pursuing a potential repowering, if undertaken is expected to be completed in 2028, at which point Roseville’s share will be 22MW.
(4) Nameplate capacity prior to COTP upgrade.
(5) Capacity includes resources and contracts for long-term and seasonable purchases. Capacity reserve margin is 17.5% of the forecasted peak. Actual peak (362 MW).

Source: City of Roseville.

Roseville Energy Park (REP). REP is a 120 MW base load combined cycle, natural gas fueled power plant with duct firing capability up to 168 MW. The REP is located in the City and is directly connected to Roseville Electric’s distribution system. REP is comprised of two Siemens SGT 800 combustion turbine units and a Siemens SST 900 steam turbine. The plant has been in commercial operation since October 2007 and is owned and operated by Roseville Electric.

Roseville Power Plant 2 (RPP2). RPP2 consisted of two 24 MW simple cycle combustion turbines for a total of 48 MW of capacity. These units, adjacent to city limits, were built by NCPA

24 in 1985 and purchased by Roseville Electric from NCPA in 2010 to provide local peaking capacity and reserves. As noted above, in 2025, Roseville Electric contracted with CDWR to relocate two of CDWR’s 33.6 MW natural gas generators located in Yuba City to the RPP2 site. Demolition of the existing site began October 1, 2025, with installation of the new units and associated site improvements expected to be completed by June 1, 2026. The two generators to be installed at the RPP2 site are identical to those installed at RPEAK (described below) and will increase the RPP2 plant capacity to 67 MW. Roseville Electric will take ownership of the units in October 2029.

Prior to that, Roseville Electric will have operational use of the plant.

RPEAK. The RPEAK is a 67.2 MW peaking site comprised of two General Electric TM2500 combustion turbine generators, which have a capacity of approximately 33.6 MW each and are interconnected to REP.

Western Area Power Administration (WAPA). Roseville Electric has various long-term contracts with WAPA that provide energy, interconnection, and transmission services. Under its Base Resource Contract in place from 2005 through 2024, Roseville Electric had a 4.85333% share of the Base Resource output of the CVP, which provided varying amounts of capacity and energy annually depending upon hydrological conditions. In an average year, the Base Resource product provided Roseville Electric with approximately 54 MW of capacity during peak summer months and 155 gigawatt-hours (GWh) of annual energy. Roseville Electric negotiated a new contract beginning January 1, 2025 with an allocation of 4.76605% that continues through December 31, 2054, which provides Roseville Electric with approximately 59 MW of capacity.

Roseville Electric is directly connected to WAPA’s transmission system and acquires network transmission service from WAPA, as well as reserves that include regulation, frequency response, and operating reserves.

Northern California Power Agency (NCPA). Roseville Electric is a participant in a number of NCPA projects. Roseville Electric has a 36.5% entitlement share in the NCPA STIG Project, a 12.00% entitlement share in the NCPA Calaveras Project, and a 7.88% entitlement share in the NCPA Geothermal Project. For each of these generation projects in which Roseville Electric participates, Roseville Electric is obligated to pay on an unconditional take-or-pay basis, as an operating expense of its electric system, its entitlement share of the debt service on NCPA bonds issued for the project as well as its share of the operation and maintenance expenses of the project. Through NCPA, Roseville Electric has also purchased a 16.50% entitlement share of the output of the South Feather (SF) Power Project, a run-of-the-river hydroelectric project, the output of which is purchased by NCPA under a Power Purchase Agreement between NCPA and the South Feather Water & Power Agency, the owner and operator of the project. See also “– Indebtedness; Joint Powers Agency Obligations” below.

NCPA Geothermal Project.

Description. NCPA developed the NCPA Geothermal Project, which is located on federal land in certain areas of Sonoma and Lake Counties, California. In addition to the geothermal leasehold, wells, gathering system and related facilities, the NCPA Geothermal Project consists of two electric generating stations (Geothermal Plant 1 and Geothermal Plant 2), with a combined 165 MW (nameplate rating) turbine generator utilizing low pressure, low temperature geothermal steam, associated electrical, mechanical and control facilities, a heat dissipation system, a steam gathering system, a transmission tap line and other related facilities. Geothermal steam for the NCPA Geothermal Project is derived from geothermal property, which includes well pads, access roads, steam wells and reinjection wells. Under the California renewable portfolio standard (RPS)

25 regulations, the NCPA Geothermal Project is a renewable resource. Declines in the steam field have resulted in current output from the NCPA Geothermal Project on average around 100MW.

Ownership and Management. NCPA owns and manages the NCPA Geothermal Project on behalf of the project participants, like Roseville Electric.

Roseville Electric’s Entitlement. Roseville Electric has purchased from NCPA, pursuant to power sales contracts, a 7.88% entitlement share in the NCPA Geothermal Project and is obligated to pay a like percentage of all the debt service and operating costs of the NCPA Geothermal Project whether or not the project is operable. These payment obligations of Roseville Electric constitute Maintenance and Operation Costs of the Electric System payable on a basis senior to payments under the Installment Purchase Contract. There is currently no outstanding debt associated with the NCPA Geothermal Project. See “ELECTRIC SYSTEM FINANCIAL INFORMATION – Outstanding Indebtedness – Senior Indebtedness.” Operation. Subsequent to the development of the Geothermal Project, declines in steam pressure and quantity have occurred. This decline is due to reduced steam availability and not from the thermal potential of the site, thus the generation capability of the plant benefits from the injection of water to create additional steam. NCPA has managed this decline through additional drilling and maintenance of wells, injection of both plant condensate and supplemental water, and conversion to lower steam turbine operating pressures. NCPA is also upgrading some of the steam turbine equipment to more efficient designs for the available steam conditions.

NCPA is implementing efficiency projects at the Geothermal Project; however, due to current operating protocols and forecasted operations, NCPA expects average annual generation and peak capacity to decrease over time. Generation and capacity are both expected to decline at a 2% approximate annual rate.

Transmission Intertie. In order to meet certain obligations required of NCPA to secure transmission and other support services for the NCPA Geothermal Project, NCPA and its transmission project participants (including the City) undertook the “Geysers Transmission Project,” which includes (a) an ownership interest in PG&E’s 230 kilovolt (“kV”; 1 kilovolt equals 1,000 volts) line from Castle Rock Junction in Sonoma County to the Lakeville Substation, (b) additional firm transmission rights in this line, and (c) a central dispatch facility (see “– Dispatch and Scheduling” below). The City is entitled to a 14.18% share of the Geysers Transmission Project transfer capability.

NCPA Calaveras Project.

Description. The NCPA Calaveras Project consists of (a) three diversion dams, (b) the 246 MW Collierville Powerhouse, (c) the New Spicer Meadow Dam with a 6 MW powerhouse, and (d) associated tunnels located essentially on the North Fork of the Stanislaus River and on the Stanislaus River in Alpine, Tuolumne and Calaveras counties, California, together with required transmission facilities. The New Spicer Meadow powerhouse is a renewable energy resource.

Ownership and Management. The NCPA Calaveras Project (with the exception of certain transmission facilities discussed below) is owned by the Calaveras County Water District (“CCWD”) and is licensed to CCWD by the Federal Energy Regulatory Commission (“FERC”) under its license for Project No. 2409, which has a term of 50 years and expires in 2032.

26 Under a power purchase contract, NCPA (i) is entitled to the electric output of the NCPA Calaveras Project until Fiscal Year 2031-32, (ii) managed the construction of the NCPA Calaveras Project and (iii) operates the generating and recreational facilities of the NCPA Calaveras Project.

After the present FERC License for Project No. 2409 expires in the year 2032, NCPA has the option to continue to purchase Hydroelectric Project capacity and energy during a subsequent license renewal period. The purchase option includes all capacity and energy which is surplus to CCWD’s needs for power within the boundaries of Calaveras County.

Under a separate FERC-issued license for Project No. 11197, with an expiration date coterminous with its license for Project No. 2409, NCPA holds the license to and owns two transmission lines from the NCPA Calaveras Project (the 230 kV Collierville-Bellota and 21 kV Spicer Meadow-Cabbage Patch transmission lines). NCPA also has a separate FERC license for Project No. 11563 (Upper Utica Project), which consists of three storage reservoirs that mainly feed the New Spicer Meadow Reservoir. This license expires in 2033.

Financing. NCPA financed the NCPA Calaveras Project through the issuance of the NCPA Calaveras Project Bonds, which are currently outstanding in the amount of $109.9 million, and have a final maturity date of July 1, 2032.

Roseville Electric’s Entitlement. Roseville Electric has a 12.00% entitlement share of the generating output of the NCPA Hydroelectric Project and is obligated to pay a like percentage of all the debt service and operating costs of the NCPA Hydroelectric, whether or not the project is operable. These obligations constitute Maintenance and Operation Costs of the Electric System payable on a basis senior to payments under the Installment Purchase Contract. See “ELECTRIC SYSTEM FINANCIAL INFORMATION – Outstanding Indebtedness – Senior Indebtedness.” Operation. The operation of the NCPA Calaveras Project is determined by consideration of its storage capacity and available stream flows
NCPA Steam Injected Gas Turbine (STIG) Project
Description. The NCPA STIG Project currently consists of one power generating station, Unit One, that is a General Electric LM-5000 49.9 MW facility located in Lodi, California and owned and operated by NCPA. The project began operation in 1992 and reached the end of its useful life in October 2024 due to a lack of maintenance contractors and replacement parts for the longdiscontinued LM-5000 technology. NCPA and the project participants are pursuing a repowering with a GE LM-6000, expected to be completed in 2028, that will maintain a total capacity of 49.9 MW.

Financing. The original STIG Project was financed in 1992 through the issuance of $152.3 million of NCPA Multiple Capital Facilities Revenue Bonds. All related debt has since been repaid.

The costs of the repowering are under evaluation and may be financed through a future bond issuance, with Roseville Electric responsible for its proportional share.

Roseville Electric’s Entitlement: Under the current entitlement, Roseville Electric holds a

36.5% share of the STIG Project. Following the repowering, Roseville Electric’s entitlement is expected to increase to 44.2%, or approximately 22 MW of the 49.9 MW total project capacity.

Long-Term Power Purchase Agreements. Roseville Electric enters into long-term power purchase agreements (PPA) that provide fixed price supplies of ten-years or greater to provide financial stability in energy transactions as well as meet regulatory requirements. These

27 can be contracts for conventional resources like the South Feather Project, or for renewable resources such as the recently executed Shell renewable contract that meet state requirements, provide fixed price energy, renewable energy credits, and supply Roseville Electric with some resource adequacy capacity.

South Feather Hydroelectric Project PPA. Roseville Electric entered into a power purchase agreement (via a “third phase agreement” with NCPA), pursuant to which Roseville Electric has purchased a 16.50% project participation share in the output of the South Feather Power Project. The project consists of four hydroelectric power plants: the 37.5 MW Forbestown Powerhouse, the 11 MW Kelly Ridge Powerhouse, the 13 MW Sly Creek Powerhouse and the 60 MW Woodleaf Powerhouse. The four plants that make up the South Feather Power Project are located across Butte, Plumas and Yuba counties on the South Fork of the Feather River and Slate Creek. The project provides Roseville Electric with 20 MW of capacity and, in an average year, provides 57 GWh of energy, with around 20% being eligible renewable energy. In exchange, Roseville Electric pays a fixed capacity and energy price. Roseville Electric began receiving delivery of the project output in December 2021 and the initial term ends on December 31, 2031.

The term of the agreement will automatically extend for an additional 10 years unless the seller provides written notice of termination to not automatically extend the term.

Shell Energy North America Renewable Power Purchase Agreement. In 2024, Roseville Electric executed a ten-and-a-half-year power purchase agreement with Shell Energy North America that will begin delivery in 2028. This contract will provide 40MW of firm quantities of energy (100,000 Renewable Energy Credits per year), as well as provide CAISO resource adequacy capacity or approximately 5MW of system capacity during the summer. This contract is a fixed price agreement that also hedges a portion of Roseville Electric’s power supply cost risk.

Term and COI Purchases. Roseville Electric enters in various fixed-price purchase or sale contracts on the open market periodically to meet its power supply requirements and hedge its portfolio costs consistent with its risk management policies (see “– Power Supply Risk Management”). Term purchases include transactions to hedge natural gas (physical or financial) and electricity (physical or financial) over various tenors authorized in the Trading Authority Policy.

COI purchases are physical energy purchases utilizing Roseville Electric’s 82MW of firm COI transmission and are made for reliability or economic purposes. COI reliability purchase are made using firm physical energy delivery to Roseville Electric during summer peak days or to assist with planned or forced outages and include liquidated damage contracts to ensure deliverability.

Economic transactions may be firm, non-firm or unit contingent transactions and are made to take advantage of price divergences between the Pacific Northwest markets and California markets.

Renewable Compliance. Roseville Electric has met all of California’s renewable energy targets and is on track to meet future requirements. The State’s renewable energy targets are to achieve renewable energy procurement of 33% by 2020, 44% by 2024, and 52% by 2027, and 60% by 2030. Additionally, starting in 2020, 65% of RPS procurement is required to be derived from long-term contracts of 10 or more years. To achieve the requirements, Roseville Electric is actively engaged in contracting for long-term renewable energy resources, as well as short-term spot purchases to meet the State’s requirements in an affordable manner.

Roseville Electric’s general approach to procuring renewable energy has been to meet the regulations and use the flexibility of the regulations to ensure affordability for rate payers. Also, utilizing both fixed price contracts and fixed price index REC’s (whereby the counter-party

28 assuming the energy settlement risk) has reduced the volatility in cost for Roseville Electric to meet the RPS targets.

Future Purchases. In addition to the above supply resources, Roseville Electric expects that it will obtain additional resources from market purchases or investment in generation facilities, either independently, through NCPA or other agencies. In accordance with recent legislation, Roseville Electric expects that future energy purchases will increasingly be made from renewable energy sources. See “– Energy Efficiency and Conservation” below.

Table 2 below shows Roseville Electric’s energy requirements and resources using projected estimates for the next 10 fiscal years.

Table 2
Energy Requirements and Resources
Projected Fiscal Years Ending June 30, 2026 through 2035 (GWh) (1)
2026 2027 2028 2029 2030 2031 2032 2033 2034 2035
Utility-Owned Generation 637 543 543 543 543 543 543 543 543 543 NCPA 123 115 121 121 119 119 120 120 118 118
Subtotal 759 658 664 664 661 662 663 663 661 661
WAPA(1) 127 125 125 125 125 125 125 125 125 125
Long Term Contracts(2) 57 57 306 355 353 352 351 351 349 348 Term Purchases 311 432 192 149 157 163 169 178 190 200
Subtotal 495 614 623 628 636 641 646 654 664 673
Total Energy Resources 1,255 1,272 1,287 1,292 1,297 1,302 1,309 1,316 1,325 1,334

Note: Numbers may not foot due to rounding.
(1) Based on a low hydro-electric year.
(2) Natural gas pre-pay (RNGFA), Shell renewable contract beginning in 2028, and various hedging transactions. See “‒ Fuel Supply; Natural Gas Pre-Payment.”
Source: City of Roseville.

Power Supply Risk Management
Roseville Electric has a rigorous risk management program that is designed to ensure that customers will, to the extent feasible, be insulated from the volatility of supply prices. The City established a Risk Oversight Committee (“ROC”) to provide oversight of risk management policy compliance and procedures. The ROC meets regularly to review energy trading activities and to ensure their adherence to the risk management policies.

All energy purchases are made in accordance with Roseville Electric’s energy risk policies.

The Energy Hedge Policy is designed to reduce energy rate volatility and to maintain rates within reasonable tolerances. The Energy Hedge Policy establishes financial and volumetric hedge limits to mitigate market price exposure. Specifically, the policy requires the following fixed price energy contracts to be procured in advance on a rolling three-year horizon, as a percentage of overall energy supply forecast:

29 Lead Time Minimum Hedged
Supply
Maximum Hedged
Supply
Months 1-12 90% 110%
Quarters 5-8 70% 100%
Quarters 9-12 45% 80%
The policy requires that Roseville Electric purchase forward electric contracts and/or forward gas contracts – referred to as fixed-price transactions – to fulfill its long-term hedged energy requirements. In the event of decreases in expected sales levels, the policy allows Roseville Electric to adjust its hedge position, including selling forward electric or gas contracts as necessary to remain within the approved hedge limits.

Authorized electric and gas transactions are defined in Roseville Electric’s Energy Trading Authority Policy and executed in accordance with its Energy Credit Risk Policy. Roseville Electric does not engage in speculative or sleeved transactions. All trading activity is conducted for hedging, reliability, or optimization purposes, consistent with the Energy Trading Authority Policy.

Roseville Electric’s counterparty credit limits are established based on financial evaluations performed by the Power Management Services Agent, including both a recommended unsecured credit limit and an Unconstrained Estimate of Creditworthiness–a benchmark representing the counterparty’s total financial capacity before applying Roseville Electric’s internal credit-limit constraints. These limits are subject to review and approval as outlined in the Energy Credit Risk Policy and may be supported by collateral guarantees, or other credit enhancements if unsecured limits are insufficient.

Fuel Supply; Natural Gas Pre-Payment
Natural gas is the primary fuel for the REP, RPP2 and RPEAK. See “– Sources of Power Supply.” In early 2007, Roseville Electric undertook a prepaid gas procurement arrangement through the Roseville Natural Gas Financing Authority (“RNGFA”), pursuant to which RNGFA entered into a 20-year pre-paid natural gas supply contract with Merrill Lynch Commodities Inc. (“MLCI”) for the supply of natural gas to Roseville Electric. The natural gas Roseville Electric is obligated to purchase under the pre-paid gas supply agreement with RNGFA provides approximately 40% of Roseville Electric’s expected gas requirements for the REP. The natural gas supply contract provides Roseville Electric with seasonally adjusted fixed monthly quantities of gas at a discounted monthly index price.

The fuel supply for Roseville Electric’s gas-fired generation facilities is delivered to Roseville Electric through Pacific Gas & Electric (“PG&E”) natural gas pipeline system.

Roseville Electric actively manages its fuel supply and transmission exposures through a comprehensive power supply risk management strategy designed to ensure reliability, affordability, and stable operating costs. Roseville Electric uses a combination of diversified suppliers, robust credit and collateral practices, and targeted financial hedging to maintain predictable fuel costs for the REP. While a portion of fuel requirements is procured at marketbased pricing, Roseville Electric continuously evaluates opportunities for additional fixed-price or hedged positions to further strengthen cost certainty. These efforts are part of Roseville Electric’s broader, disciplined approach to energy risk management. See “THE ELECTRIC SYSTEM – Power Supply Risk Management.”

30 Long Term Power Supply Planning
Roseville Electric undergoes a thorough long-term planning process called an Integrated Resource Plan (“IRP”) every five years. This plan takes into account all aspects of the electric portfolio, including, but not limited to:
• Supply resources such as generation and power purchases, • Demand-side resources such as energy efficiency programs, distributed energy resources, and electric vehicles,
• Legislative and regulatory requirements, including renewable portfolio standards, greenhouse gas (“GHG”) emissions standards and building energy efficiency requirements.

The IRP considers all these to develop the proper mix of supply and demand-side resources to meet Roseville Electric’s energy portfolio needs.

Roseville Electric completed IRPs in 2008, 2012, 2018 and 2023. The 2023 IRP fulfilled the regulatory requirements prescribed in Senate Bill 350. For more details on legislative and regulatory requirements in the utility industry in general. or of the 2023 IRP in particular, see “DEVELOPMENTS IN THE ENERGY MARKETS” herein.

Regional Transmission Facilities
Western Area Power Administration Network Integrated Transmission Service Agreement (“NITS”). Roseville Electric’s electrical system interconnects with the transmission system of WAPA. The WAPA transmission system is a sub-balancing authority area and operates in coordination with the BANC balancing authority area and interconnects with the CAISO controlled grid. Roseville Electric imports all its requirements, not met by the REP, RPP2 and RPEAK, over the WAPA transmission system. Roseville Electric contracts for transmission service to meet its load under a NITS contract that expires on December 31, 2034. This contract provides for imports of electricity from various delivery points into Roseville Electric’s electric system. Roseville Electric pays a proportionate share of WAPA’s cost for operating and maintaining the system, which is currently $3.7 million per year.

Balancing Authority of Northern California (BANC). A balancing authority performs a balancing function in which customer usage and resources are matched on a moment-by-moment basis. In addition, a balancing authority operates the transmission system, monitoring power lines to ensure they are operated within the reliable limits of the system in addition to coordinating the operation with neighboring balancing authorities. SMUD acts as the balancing authority operator for BANC under contract. With a peak electricity demand of around 5,000 MW, BANC is the third largest balancing authority in California, serving 763,000 retail customers, and includes more than 1,700 miles of high voltage transmission lines. The joint exercise of powers agreement pursuant to which BANC was established assigns cost responsibility for BANC operations based on member load within the BANC balancing authority. Roseville Electric represents approximately 7% of the total BANC member load.

In 2019, SMUD, the largest BANC member, began its participation in the CAISO Energy Imbalance Market (“EIM”), a real-time wholesale power trading market that operates in parts of eight western states, including Washington, Oregon, California, Nevada, Idaho, Wyoming, Utah, and Arizona. Roseville Electric entered the EIM in 2021 as part of the BANC’s phase two effort.

The purpose of the EIM is to expand the footprint in real- time to economically utilize generation

31 to meet changing grid conditions at fifteen and five-minute intervals. In addition to modest economic benefits, participation in the EIM increases BANC members’ ability to integrate the renewable energy needed to meet California’s environmental goals, provide additional sources of real-time supply to augment reliability resources, allow participants to demonstrate support for regional markets, and retain transaction access to a robust pool of resources.

Roseville Electric 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. EDAM is a regional day-ahead market aimed at expanding the benefits realized in EIM into the day ahead time frame where the majority of energy transactions occur.

See also “DEVELOPMENTS IN THE ENERGY MARKETS ‒ Challenges and Industry Responses ‒ Western Energy Imbalance Market and Extended Day-Ahead Market”.

California Independent System Operator (CAISO) Controlled Grid. The CAISO provides a market for Roseville Electric to purchase its incremental energy needs, and in which to sell the output of its entitlements in NCPA’s generating units, and contract purchases. Under current CAISO operating protocols, Roseville Electric pays per MWh charges for use of the transmission system for exports from the CAISO.

TANC/California-Oregon Transmission Project (COTP). The City is a member of TANC, a joint power authority formed in 1984, and presently consisting of 15 publicly owned electric utilities. The City has executed an agreement (the “TANC Agreement”) for a participation percentage of TANC’s entitlement of COTP transfer capability.

TANC, together with WAPA, the City of Redding, City of Roseville, Turlock Irrigation District (“TID”), and PG&E (collectively, the “COTP Participants”) own the California-Oregon Transmission Project (“COTP”), a 339-mile long, 1,700 MW, 500 kV transmission power project between Southern Oregon and Central California. The COTP was placed in service on March 24, 1993, at a cost of approximately $430 million, and was financed through a combination of bonds and notes issued by TANC. A major debt refinancing was completed in 2016 to extend the debt service from 2024 to 2039.

In 2025, the City and TID procured the 1 MW COTP entitlement held by the San Juan Water District and the 1 MW entitlement held by the Carmichael Water District, making both the City and TID named owners of the COTP. Procuring this 1MW of COTP resulted in Roseville Electric and TID replacing the water districts as the named owners of the COTP along with TANC, the City of Redding, and PG&E. Roseville Electric’s 1 MW was subsequently assigned to TANC, increasing Roseville Electric’s total COTP entitlement managed through TANC to 32 MW.

Roseville Electric’s Entitlement. Roseville Electric is entitled to 2.14% of TANC’s share of the COTP, approximately 32 MW. Roseville Electric pays 2.31% of aggregate debt service on TANC’s outstanding bonds and notes issued to finance the COTP, and 2.14% of TANC’s COTP operating and maintenance expenses. The City’s share of annual debt service continues to 2039 and is approximately $346,000 per year. These obligations constitute Maintenance and Operation Costs of the Electric System payable on a basis senior to payments under the Installment Purchase Contract. See “ELECTRIC SYSTEM FINANCIAL INFORMATION – Outstanding Indebtedness – Senior Indebtedness.”
In 2021, TANC approved a 20-year capital replacement plan for the COTP. In 2024, TANC approved the execution and delivery of a Credit Agreement with JPMorgan Chase Bank, National Association (the “TANC Credit Agreement”), establishing a line of credit pursuant to which TANC

32 may borrow, pay down, refund and re-borrow, through the issuance and sale from time to time of short term variable rate notes (“TANC short term notes”), an aggregate amount outstanding at any time of up to $120 million for the purpose of financing improvements to the COTP on an interim basis. As of November 1, 2025, $91.7 million aggregate principal amount of TANC shortterm notes were outstanding under the TANC Credit Agreement. See “– Indebtedness – Joint Powers Agency Obligations.”
The City will be obligated to pay approximately 2.31% of TANC’s debt service on future TANC indebtedness incurred in connection with the currently ongoing 20-year COTP capital replacement plan (including the anticipated take-out financing of the outstanding notes issued).

See “ELECTRIC SYSTEM FINANCIAL INFORMATION – Outstanding Indebtedness – Senior Indebtedness.”
TANC Tesla-Midway Transmission Service. The southern physical terminus of the COTP is near PG&E’s Tesla Substation in the San Francisco Bay Area. The COTP is connected to WAPA’s Tracy and Olinda Substations. TANC has arranged for PG&E to provide TANC and its members with 300 MW of firm bi-directional transmission capacity in its transmission system between its Tesla Substation and the Midway Substation (the “Tesla-Midway Service”) under an agreement known as the South of Tesla Principles. Roseville Electric’s share of the Tesla-Midway Transmission Service is 5 MW. This service has not proven valuable to Roseville Electric and the Roseville Electric laid off its rights to this service to other TANC members through 2034.

Service Area, Customer Base and Demand
Service Area. Roseville Electric serves an area of approximately 43 square miles, which is virtually coterminous with the City’s borders. As of June 30, 2025, Roseville Electric serves approximately 70,484 customers. See “APPENDIX A – GENERAL INFORMATION ABOUT THE CITY OF ROSEVILLE” for background and demographic information about the City.

Customer Base. In Fiscal Years 2018-19 through 2024-25, Roseville Electric’s customer base increased by over 2.3% per year. Anticipated residential growth includes over 10,000 new residences associated with approved projects upon build-out of current and developing specific plans. Recent commercial growth includes Amazon Fresh, Trader Joe’s, Safeway, expansions of Kaiser Permanente and Sutter Health.

Historical Customers Sales and Peak Demand. The average number of customers, electricity sales measured in megawatt-hours (“MWh”) and in revenues, and peak demand during the past five fiscal years, is listed below.

33 Table 3
Customers, Sales and Peak Demand
Fiscal Years Ended June 30, 2021 through 2025(1)
Number of Customers:(2) 2021 2022 2023 2024 2025
Residential 56,549 58,359 59,760 61,107 63,063
Commercial 7,059 7,133 7,194 7,305 7,421
Total Customers 63,608 65,492 66,954 68,412 70,484
MWh Sales
Residential 502,808 486,505 510,077 506,993 549,506
Commercial 656,237 662,659 667,096 655,282 637,536
Total MWh sales 1,159,045 1,149,163 1,177,173 1,162,275 1,187,042 Revenues ($ in 000s):

Residential $78,475 $78,648 $85,691 $91,166 $108,750
Commercial 84,172 87,601 90,965 96,296 105,955
Total Revenues from Sale of Energy $162,647 $166,249 $176,656 $187,462 $214,705 Peak Demand (MW) 341 344 373 357 362
____________________
Note: Totals may not add due to rounding.
(1) Revenues listed are as billed. For realized revenues, see “– Historical Revenues, Expenses and Debt Service Coverage” below. (2) Customer counts reported as fiscal year average annual values.

Source: City of Roseville.

34 Ten Largest Customers. As of June 30, 2025, the ten largest customers of Roseville Electric by usage accounted for an estimated 18% of total kWh sales and 15% of total Electric System revenues. The largest customer accounted for an estimated 3% of total kWh sales and 3% of total revenues. The smallest of the ten largest customers accounted for an estimated 0.7% of total kWh sales and 0.7% of total revenues.

Table 4
Ten Largest Customers
As of June 30, 2025
____________________
(1) Customers are identified by business type. Roseville Electric no longer discloses the names of the ten largest customers to follow the City’s administrative regulation regarding confidentiality of customers. (2) Percent of Total kWh based on total kWh for Fiscal Year 2024-2025 of 1,187,041,575. (3) Percent of Total Revenues based on total sales revenues for Fiscal Year 2024-25 of $214,704,387.

Source: City of Roseville.

City Distribution System
Roseville Electric owns and operates the electrical distribution system serving retail customers within the City’s boundaries. The distribution system is connected to WAPA at two connection points, the 230-kV Berry Street Receiving Station and the 230-kV Fiddyment Station.

The distribution system consists of over 142 miles of overhead lines, over 872 miles of underground lines, 59 fiber circuit miles, and 18 substations. Roseville Electric performs continued maintenance on its distribution system to sustain service reliability.

Dispatch and Scheduling
Roseville Electric contracts with ACES Power Marketing (“ACES”) to provide scheduling services. NCPA dispatches the NCPA power plants to meet the schedules of energy delivery prepared and submitted by ACES on Roseville Electric’s behalf. NCPA provides dispatch service from its dispatch control center located at its headquarters in the City of Roseville.

Energy Efficiency and Conservation
Assembly Bill 1890 (“AB 1890”), the California electric utility deregulation law, requires the establishment of public benefit programs for investor-owned and public power utilities. Roseville Electric funds these programs at a minimum of 2.85% of Roseville Electric budgeted annual

35 revenues (approximately $5.9 million in Fiscal Year 2024-25). Roseville Electric has a full portfolio of public benefits programs addressing the following areas of concentration required by State law:
energy efficiency programs, renewable energy production, demand reduction, advanced electric technology demonstration, research and development, and low-income assistance programs.

Residential and commercial energy efficiency offerings focus primarily on summer period consumption. California’s Public Utility Code does not set an expiration/sunset date on these requirements for public power utilities.

Assembly Bill 2021 (also discussed under “– Energy Procurement and Efficiency Reporting” below) further requires power utilities to set annual targets for the actual amount of energy efficiency savings (in kWh) to be procured, as well as ten-year plans for these annual efficiency targets.

Assembly Bill 2227 further requires that these targets are adopted and reported to the CEC every fourth year. The CEC has the obligation to develop energy efficiency goals for the entire state, after consultation with utilities and others. This past year, Roseville Electric participated in the 2024 statewide Public Utility Energy Efficiency Potential Study. Through this study, Roseville Electric developed updated annual efficiency targets for the next ten-year period and these targets were adopted by Roseville City Council in Spring of 2025.

Senate Bill 1037 established several important policies regarding energy efficiency.

Among the many provisions of the law is a statewide commitment to cost-effective and feasible energy efficiency, with the expectation that all utilities consider energy efficiency before investing in any other resources to meet growing demand. Roseville Electric is required to report annually to its customers and to the CEC its investment in energy efficiency and demand reduction programs. Roseville Electric continues its commitment to energy efficiency and is in compliance with these requirements.

For a more detailed discussion of recent California legislation relating to the electric energy market, see “DEVELOPMENTS IN THE ENERGY MARKETS” below.

Insurance
The City is a member of the California Joint Powers Risk Management Authority (“CJPRMA”), which covers general liability claims, property, and boiler and machinery losses for the City, including Roseville Electric. General liability claims are covered through the CJPRMA with a limit of $40,000,000 with a self-insured retention of $1,000,000. For Fiscal Year 2024-25, the City’s premium was $4,903,464.

CJPRMA has purchased commercial insurance against property damage and boiler and machinery claims. Property damage is covered up to $400,000,000 with a self-insured retention of $250,000 per claim. For Fiscal Year 2024-25, Boiler and Machinery damage is covered up to $21,250,000 with a self-insured retention of $5,000. For the Fiscal Year 2024-25, the City’s premium was $1,387,444.

Additionally, the City maintains insurance coverage for the REP. The policy has a selfinsured retention of $250,000 per claim up to a $200,000,000 limit. For the Fiscal Year 2024-25 the policy premium was $2,021,026.

36 The City has also purchased fiduciary insurance specifically to cover the OPEB Trust; see “- Other Post-Employment Health Benefits” above. The self-insured retention was $25,000 per claim up to a $3,000,000 limit. For the Fiscal Year 2024-25 the policy premium was $38,754.

The City is a member of the Local Agency Workers’ Compensation Excess Joint Powers Authority (“LAWCX”), which covers workers’ compensation claims up to $5,000,000 and provides additional coverage up to statutory limit for the City, including Roseville Electric. The City has a self-insured retention of up to $500,000 per claim. During Fiscal Year 2024-25, the City’s premium was $1,594,737 for current year coverage.

See “APPENDIX B – CITY COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR FISCAL YEAR 2023-24, NOTE 16” for additional information about the City’s risk management practices.

Cybersecurity Program
On February 13, 2013, then President Obama issued an Executive Order 13636 entitled “Improving Critical Infrastructure Security.” The Executive Order called for improved sharing and processing of security clearances for owners and operators of critical infrastructure. As required by the Executive Order, the National Institute of Standards and Technology (“NIST”) lead the development of a framework to reduce cyber risks to critical infrastructure, culminating in the initial release of the NIST Cybersecurity Framework (CSF) in February 2014.

First approved by FERC in 2008, the North American Electric Reliability Corporation (NERC) Critical Infrastructure Protection (CIP) are a set of cybersecurity standards designed to protect the reliability and safety of the bulk power system. On November 22, 2013, FERC approved and released NERC CIP version 5, introducing the tiered impact rating system for Bulk Electric Systems Cyber Systems. NERC and FERC continue revise the various standards to address gaps and technological advancements.

Roseville Electric manages and maintains several distinct programs, plans and processes to ensure compliance with NERC CIP as a low impact entity: its Cyber Security Policy, Cyber Security Awareness Program, Low Impact Physical Security and Electronic Access Control Plan, Cyber Security Incident Reporting and Response Plan, Transient Cyber Asset and Removable Media Plan, Process to Declare and Respond to a CIP Exceptional Circumstance. Roseville Electric performs annual internal audits to validate the effectiveness of internal controls, review and confirm collection of evidence, and institute updates to the NERC CIP standards when applicable. Roseville Electric is also subject to external audit by the Western Electricity Coordinating Council (WECC).

Roseville Electric invests in a variety of safeguards and leverages various cybersecurity best practices such as the Center for Internet Security (CIS) Controls, Cybersecurity & Infrastructure Security Agency’s (CISA) Cross-Sector Cybersecurity Performance Goals (CPGs), and the SANS Industrial Control System Five Critical Controls. Additionally, Roseville Electric performs industry best practices such as, but not limited to, periodic system and security assessments, risk-based patch management to ensure operational continuity, secured remote access, network segmentation, security least privilege, and internal network security monitoring.

Roseville Electric is a member of various groups such as the FBI’s InfraGard Program, Electricity Information Sharing and Analysis Center, American Public Power Association’s Cybersecurity Defense Community, Energy Sector Security Consortium, Electricity Subsector Coordinating Council’s Cyber Mutual Assistance Program, et al. to stay informed of emerging

37 cyber or physical threats and/or incidents within the industry and to share situational information with other Utilities.

Wildfire Mitigation Measures
In accordance with Senate Bill 901 (2018) and Public Utilities Code (PUC) Section 8387, publicly owned electric utilities (POUs) are required to prepare and maintain a Wildfire Mitigation Plan (WMP). Further, under SB 254 (Becker, 2025), effective January 1, 2026, POUs must submit their adopted WMPs to the California Wildfire Safety Advisory Board (CWSAB) for review at least once every four years, on a schedule to be established by the CWSAB. Roseville Electric will continue to ensure compliance with these statutory requirements by updating its WMP consistent with the timelines, content criteria, and submission process established by CWSAB.

Roseville Electric does not independently own or operate transmission lines. Roseville Electric’s service territory lies entirely within the City’s municipal boundaries and remains outside of the California Public Utilities Commission’s (CPUC) Tier 2 “Elevated” and Tier 3 “Extreme” High Fire-Threat Districts (HFTDs). Based on consultation with the City of Roseville Fire Department, review of the CPUC’s statewide Fire-Threat Map, and ongoing inspection and vegetation management practices, the City has determined that its overhead electric facilities do not pose a significant wildfire risk.

In early 2025, the Office of the State Fire Marshal released updated CalFire Wildfire Hazard Severity Zone (FHSZ) maps for Local Responsibility Areas (LRA’s), replacing the 2008 versions. Under these updated maps, portions of Roseville – primarily along the western side of the city limits – are classified as Moderate hazard zones while most of the City’s developed areas remain Low or Non-Hazard rated (see Figure 1).

Figure 1
These designations represent “hazard”, not “risk”, and are based on topography, fuel load, and long-term fire behavior modeling rather than the presence of ignition sources. While the updated hazard classifications do not impose new statutory obligations, Roseville Electric uses these updated maps for inspection and vegetation management priorities.

Approximately 90% of Roseville Electric’s electric distribution system is located underground, substantially reducing the likelihood of wildfire ignition from utility equipment.

Historically, underground lines have not been a source of catastrophic wildfires. In addition, the utility’s overhead facilities are designed, constructed, and maintained to exceed State safety standards, further minimizing ignition potential.

38 Additionally, as a precautionary measure, Roseville Electric maintains a Utility Preparedness Plan and has adopted additional wildfire-focused practices. These include:
• Annual risk evaluation meetings to review fire-hazard mapping and local conditions. • Bolstered inspection protocols for overhead assets in designated City Wildfire Reduction Zones.
• Enhanced vegetation management exceeding CPUC minimum clearance standards (10- foot trimming around primary lines).
• Grid-hardening measures, such as the installation of Cal Fire–approved Fault Tamer fusing on overhead assets in open-space corridors.
• Coordinated emergency protocols with the City of Roseville’s Fire Department and Police Department to support response and recovery efforts.

Capital Improvement Plan
Roseville Electric’s capital improvement plan encompasses both improvements to the electricity distribution system and rehabilitation projects for assets that can no longer provide the necessary service. As shown in Table 5 below, Roseville Electric anticipates capital spending of approximately $174.9 million over Fiscal Years 2025-26 through 2029-30, of which $62.0 million is included in the Fiscal Year 2025-26 budget. Funds for the additional $111.7 million will be requested in the appropriate fiscal years. Roseville Electric estimates that developers within the City will provide $35.5 million and $5.4 million in State contributions will partially fund the $174.9 million of the planned investment over the next 5 years.

Roseville Electric currently expects to fund the capital expenditures with revenues collected from rates, development fees, State contributions, and approximately $80.0 million in proceeds from the 2026 Bonds. See “FINANCING PLAN.”
Table 5

CITY OF ROSEVILLE

ROSEVILLE ELECTRIC

CAPITAL IMPROVEMENT SUMMARY
Fiscal Year
Capital Improvement
Projects Costs
2025-26 $ 63,180,283
2026-27 39,938,000
2027-28 25,649,920
2028-29 20,865,000
2029-30 25,264,000
Total: $174,897,203
____________________
Source: City of Roseville.

Electric Rates
Rate-Setting Procedure. Under the City Charter and State law, the City has the exclusive jurisdiction to set electric rates within its service area by ordinance, which requires a majority vote of the City Council. These rates are not currently subject to review by the California Public Utilities Commission (“CPUC”) or any other state or federal agency. See “RATE REGULATION” below.

The City Council reviews Roseville Electric’s rates periodically and makes adjustments as necessary. The City Council is also authorized by the City Charter to set charges, pay for and