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HomeMy WebLinkAbout _ 6.1--Joint Public Hearing re Issuance of Bonds for REUC IT Y OF REMDINO�" AN CITY OF REDDING REPORT TO THE CITY COUNCIL MEETING DATE: March 18, 2025 FROM: Nick Zettel, Director of ITEM NO. 6.1 Redding Electric Utility ***APPROVED BY*** v , 6,pp4in, ck ct c , irecto of c in tric Utility.....: -i n i : nzettel@cityofredding.org btippin@cityofredding.org SUBJECT: 6.1--Joint Public Hearing and resolution to consider authorization of the issuance of bonds to finance the significant replacement and upgrades to overhead and underground infrastructure systems, enhancements and construction at the Redding Power Plant. Recommendation Conduct a Joint Public Hearing with the Redding Joint Powers Financing Authority and, upon conclusion: (1) Adopt Resolution: (a) Approving the issuance by the Redding Joint Powers Financing Authority of its Electric System Revenue Bonds, 2025 Series A, in an amount not to exceed $70 million to finance the 2025A Electric System Project; (b) Authorizing the execution and delivery of an Installment Sale Agreement, a Purchase Contract, and a Continuing Disclosure Agreement; (c) Approving the form and distribution of the Official Statement; and (d) Authorizing the execution of documents and the taking of all necessary actions relating to the financing. Fiscal Impact The additional debt service for financing the significant replacement and upgrades to overhead and underground infrastructure systems, enhancements, and construction at the Redding Power Plant will result in an additional debt service cost of approximately $3.6 million annually. The currently approved 5-year plan for the Redding Electric Utility (REU) anticipates this increased spending. A pay-as-you-go approach would necessitate a higher rate increase than anticipated in the current financial plan. Report to Redding City Council March 13, 2025 Re: 6.1- Joint Public Hearing re Issuance of Bonds for REU Page 2 Alternative Action The City Council could choose to decline to adopt the resolution. The City of Redding (City) will not be able to move forward with a bond issuance to finance the additions, betterments, extensions, and improvements to the electric utility system of the City, including replacement and upgrades to overhead and underground infrastructure systems, and construction of an administration building at the Redding Power Plant. Background/Analysis The City Council, at its meeting on August 15, 2023, adopted resolution No. 2023-078 declaring the official intent of the City to reimburse itself for certain capital expenditures related to REUs replacement of existing general system infrastructure and design, acquisition, construction, and equipping of new infrastructure projects from the proceeds of tax-exempt debt obligations (Bonds). Approximately $15.7 million has been spent to date. A resolution is attached which will authorize taking all necessary actions to issue the Electric System Revenue Bonds, 2025 Series A. This project includes substantial upgrades to underground and overhead infrastructure systems, enhancements, and new construction at the plant to improve reliability, efficiency, and long-term operational sustainability. These improvements are essential for maintaining system resilience, reducing maintenance costs, and ensuring uninterrupted service. Given the significant scope and lasting benefits of these investments, the City plans to finance the project by issuing tax-exempt bonds. This funding approach allows for reimbursing expenditures related to critical infrastructure modernization, ensuring financial prudence while addressing the systems long-term needs. By leveraging bond financing, the City can spread the cost of these improvements over time, aligning expenses with the extended lifespan of the upgraded infrastructure and plant facilities. Environmental Review This is not a project defined under the California Environmental Quality Act, and no further action is required. Council Priority/City Manager Goals • Budget and Financial Management — "Achieve balanced and stable 10-year Financial Plans for all funds." Attachments ^Resolution Installment Sale Agreement Purchase Contract Continuing Disclosure Agreement Preliminary Official Statement RESOLUTION NO. 2025- A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDDING APPROVING THE ISSUANCE BY THE REDDING JOINT POWERS FINANCING AUTHORITY OF ELECTRIC SYSTEM REVENUE BONDS; AUTHORIZING EXECUTION AND DELIVERY OF AN INSTALLMENT SALE AGREEMENT, A PURCHASE CONTRACT AND A CONTINUING DISCLOSURE AGREEMENT; APPROVING FORM OF OFFICIAL STATEMENT; AND AUTHORIZING EXECUTION OF DOCUMENTS AND THE TAKING OF ALL NECESSARY ACTIONS RELATING TO THE FINANCING WITH THE REDDING JOINT POWERS FINANCING AUTHORITY WHEREAS, the City of Redding (the "City") and the Housing Authority of the City of Redding (the "Housing Authority") have heretofore executed a joint exercise of powers agreement, dated December 6, 1988, and thereafter amended (the "Joint Powers Agreement"), by and between the City and the Housing Authority, which Joint Powers Agreement creates and establishes the Redding Joint Powers Financing Authority (the "Authority"); and WHEREAS, pursuant to Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California, the Authority is authorized to issue bonds for financing or refinancing public capital improvements whenever there are significant public benefits to be realized; and WHEREAS, the City has determined that it is desirable and furthers the public purpose to assist in the financing of the additions, betterments, extensions and improvements to the electric utility system of the City set forth in Exhibit A hereto (the "2025A Electric System Project"); and WHEREAS, the City desires to enter into a 2025A Installment Sale Agreement (the "2025A Installment Sale Agreement"), pursuant to which the City will sell the 2025A Electric System Project to the Authority and the City will purchase the 2025A Electric System Project from the Authority, all as more fully set forth in the 2025A Installment Sale Agreement; and WHEREAS, the City desires to approve the Authority's issuance of not to exceed $70,000,000 aggregate principal amount of Redding Joint Powers Financing Authority Electric System Revenue Bonds, 2025A Series A (the "Bonds"), for the purpose of financing the 2025A Electric Systems Project; and WHEREAS, the Authority and City will enter into a Purchase Contract (the "Purchase Contract") with J.P. Morgan Securities LLC (the "Underwriter"); and WHEREAS, in order to assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12, the City will execute and deliver a Continuing Disclosure Agreement (the "Continuing Disclosure Agreement"); and 4145-2850-3379.3 WHEREAS, there have been submitted, and are on file with the City Clerk, proposed forms of the 2025A Installment Sale Agreement, Purchase Contract, Continuing Disclosure Agreement and an. Official Statement with respect to the Bonds proposed to be issued by the Authority, and a Trust Agreement by and between the Authority and U.S. Bank Trust Company, National Association, as Trustee (the "Trust Agreement"); and WHEREAS, pursuant to Section 6586.5 of the California Government Code, this City Council hereby determines that there are significant public benefits, including through demonstrable savings in the effective interest rates and bond issuance costs expected to be paid for the Bonds issued to finance the 2025A Electric System Project, and that it furthers the public purpose to assist in such financing and refinancing; NOW THEREFORE, the City Council of the City of Redding hereby finds, determines, declares and resolves as follows: Section 1. All of the recitals set forth above are true and correct, and the City Council so finds and determines. Section 2. The City Council hereby approves the issuance of the Bonds by the Authority, in an aggregate principal amount not to exceed $70,000,000, to finance the 2025A Electric System Project. The officers of the City are hereby directed to perform the duties, if any, imposed upon the City by the provisions of the financing documents approved herein, including the Trust Agreement and the 2025A Installment Sale Agreement, and the Director of Finance of the City is hereby authorized and directed to hold the funds and accounts created in said financing documents and directed or permitted to be held by the City. Section 3. The proposed form of 2025A Installment Sale Agreement by and between the City and the Authority, on file with the City Clerk, is hereby approved. The Mayor or City Manager of the City (or other officer designated by the City Manager) is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver an installment sale agreement in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof, provided, however, that the term of said installment sale agreement shall end no later than June 1, 2055 and the interest rates result in a true interest cost for the Bonds of not to exceed of six percent (6.0%) per annum. Section 4. The proposed form of Purchase Contract, by and among the Underwriter, the Authority and the City, on file with the City Clerk, is hereby approved. The Mayor or City Manager of the City (or other officer designated by the City Manager) is each hereby authorized and directed, on behalf of the City, to execute and deliver a purchase contract in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof, provided, however, the underwriting discount (not including original issue discount) shall not exceed one- half of one percent (0.5%) of the aggregate principal amount of the Bonds. Section 5. The proposed form of Continuing Disclosure Agreement, by and between the City and U.S. Bank Trust Company, National Association, as trustee and 2 4145-2850-3379.3 dissemination agent, on file with the City Clerk, is hereby approved. The Mayor or City Manager of the City (or other officer designated by the City Manager) is hereby authorized and directed to and in the name and on the behalf of the City, to execute and deliver a continuing disclosure agreement in substantially said form with said changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 6. The proposed form of Official. Statement relating to the Bonds (the "Official Statement"), on file with the City Clerk, is hereby approved. The Mayor or City Manager of the City (or other officer designated by the City Manager) is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver an Official Statement in substantially said form, with such changes therein as such officer may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. The Underwriter is hereby directed to distribute copies of the Official Statement to all actual purchasers of the Bonds. Distribution by the Underwriter of a preliminary Official Statement relating to the Bonds is hereby approved and the Mayor or City Manager of the City (or other officer designated by the City Manager) is hereby authorized and directed to execute a certificate confirming that the preliminary Official Statement has been "deemed final" by the City for purposes of Securities and Exchange Commission Rule 15c2-12. Section 7. The Mayor or City Manager of the City (or other officer designated by the City Manager) is hereby authorized, upon a determination by such officer that the procurement of such policy is in the best interests of the City, to procure and maintain a policy of municipal bond insurance for the benefit of the registered owners of one or more maturities of the Bonds in such form and on such terms as such officer shall require or approve, such approval to be conclusively evidenced by the execution and delivery of the commitment for and on behalf of the City to the issuer of such municipal bond insurance policy or surety bond. Section 8. The City Clerk is hereby authorized and directed to attest the signature of the Mayor, City Manager or other officers of the City as may be required in connection with the execution and delivery of the Bonds and the 2025A Installment Sale Agreement, Purchase Contract and Continuing Disclosure Agreement in accordance with this Resolution. Section 9. The officers and City Council Members of the City are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all documents and certificates which they deem necessary or advisable in order to consummate the execution and delivery of the documents mentioned herein and otherwise to effectuate the purposes of this Resolution and the transactions contemplated hereby. Section 10. All actions heretofore taken by the officers and agents of the City with respect to the financing of the 2025A Electric System Project are hereby ratified, confirmed and approved. Section 11. This Resolution shall take effect from and after its adoption and approval. 3 4145-2850-3379.3 I HEREBY CERTIFY that the foregoing resolution was introduced and duly passed and adopted by the City Council of the City of Redding at a regular meeting thereof held on the 18th day of March, 2025, by the following vote of the members thereof: AYES: COUNCIL MEMBERS: NOES: COUNCIL MEMBERS: ABSENT: COUNCIL MEMBERS: ABSTAIN: COUNCIL MEMBERS: ATTEST: SHARLENE TIPTON, City Clerk rd JACK MUNNS, Mayor APPROVED AS TO FORM: CHRISTIAN M. CURTIS, City Attorney 4145-2850-3379.3 2025A ELECTRIC SYSTEM PROJECT The 2025A Electric System. Project consists of certain additions, betterments, extensions and improvements to the electric utility system of the City of Redding, including but not limited to the following: • Overhead/Underground Infrastructure Enhancements/Modernization • Substation Security Improvements • Redding Power Plant Maintenance & Operations Building • Transmission & Distribution Facility Enhancements/Upgrades • Back-up Power Control Center Relocation and Enhancements • Geographic Information System Utility Network Upgrade/Software Replacement • Major Maintenance to Redding Power Plant • General System Improvements A -I 4145-2850-3379.3 OH&S DRAFT — Distributed 02/18/2025 2025A INSTALLMENT SALE AGREEMENT by and between the CITY OF REDDING, as purchaser and the REDDING JOINT POWERS FINANCING AUTHORITY, as seller for the purchase of the City of Redding 2025A Electric System Project Dated as of April 1, 2025 4142-9327-8035.3 ARTICLE IDEFINITIONS .......................................................................................................... l SECTION [0[ Definitions ...................................................................................... l ARTICLE llPURCHASE (lFTHE THE 2025A ELECTRIC SYSTEM PROJECT ................ l4 SBCTl{>N2.0l. Purposes -----------------------------l4 SECTl(}N2.O2. Transfer of 2025}\Electric System Project Owned by the City onthe Delivery Date ............................................................ l5 SECTION 2.03. Purchase of2025/\ Electric System Project hythe City ----.. 15 SBCTl()N2.U4. Additions, Betterments, Extensions and Improvements to the 2025AElectric System Project ..............................................l5 ARTICLE III THE 2025/\INSTALLMENT SALE PAYMENTS AND PREPAYMENTS ........................................................................................... l5 SECTION 3.01. Purchase Price .............................................................................. l5 SIICTI{]N3.O2. Pledge 0fNet Revenues and Moneys inElectric Revenue Fund; Electric Revenue Fund ....................................................... l6 SECTION 3.03. Prepayment 0f2025}\Installment Sale Payments .......................l0 SECTION 3.04. 2025}\Installment Sale Payments Payable onaParity with Outstanding 2Ol5Installment Sale Payments, 2Ol700odS and20l8Bonds ............................................................................ l8 ARTICLE I\7ADDITIONAL OBLIGATIONS ..........................................................................l0 SBCTl()N4.A|. Conditions for the Execution ofParity Obligations ..................... \8 SECTION 4.02. Subordinate Obligations ............................................................... 20 ARTICLE l/COVENANTS ()FTHE CITY .............................................................................. 7V SIIC1[I[/N 5.01. Compliance with 2025/\Installment Sale Agreement and TrustAgreement .......................................................................... 70 SECTION 5.A2. Against Encumbrances ................................................................. 20 SECTION 5.03. Sale orOther Disposition oFProperty .......................................... 2) S|BC1[I(}N 5.04. Tax Covenants ............................................................................. 2| SECTION 5.05. Prompt Acquisition andCouabnctonofihc7V75/\Blechic SystemProject .............................................................................22 SECTION 5.06. Maintenance and Operation ofthcE\cctric System; Budgets........................................................................................ 22 SECTION 5.07. Compliance with Contracts .......................................................... 22 S|BC7l()N 5.08. Insurance ...................................................................................... 22 SBCTl(}N5.V9. Accounting Records and Financial Statements ............................ 22 SECTION 5.10. Protection oFSecurity and Rights ofthe Authority and the Trustee.......................................................................................... 2] SECTION 5.11. Payment o[Taxes and Compliance with Governmental Regulations.................................................................................. 2] l 4/42-9327-805.3 101.11 111 N otel K419391 I DICK R Page SECTION 5.13. Collection of Rates, Fees and Charges ........................................ 23 SECTION 5.14. Further Assurances ....................................................................... 23 SECTION 5.15. Continuing Disclosure ................................................................. 24 ARTICLE VI EVENTS OF DEFAULT AND REMEDIES ....................................................... 24 SECTION 6.01. Events of Default and Acceleration of Principal ......................... 24 SECTION 6.02. Application of Net Revenues upon Acceleration ......................... 25 SECTION 6.03. Other Remedies ............................................................................ 25 SECTION6.04. Non -Waiver .................................................................................. 26 SECTION 6.05. Remedies Not Exclusive .............................................................. 26 ARTICLE VII DISCHARGE OF OBLIGATIONS .................................................................... 26 SECTION 7.01. Discharge of Obligations ............................................................. 26 ARTICLE VIII MISCELLANEOUS .......................................................................................... 27 SECTION 8.01. Liability of the City Limited to Net Revenues ............................. 27 SECTION8.02. Amendments ................................................................................ 28 SECTION 8.03. Assignment of 2025A Installment Sale Agreement ..................... 28 SECTION 8.04. Benefits of 2025A Installment Sale Agreement Limited to Parties........................................................................................... 28 SECTION 8.05. Successor Is Deemed Included in all References to Predecessor.................................................................................. 28 SECTION 8.06. Waiver of Personal Liability ........................................................ 28 SECTION 8.07. Article and Section Headings, Gender and References ............... 29 SECTION 8.08. Partial Invalidity ........................................................................... 29 SECTION 8.09. Net Contract ................................................................................. 29 SECTION 8.10. California Law ............................................................................. 29 SECTION 8.11. Indemnification ............................................................................ 29 SECTION8.12. Funds ............................................................................................ 30 SECTION8.13. Notices ......................................................................................... 30 SECTION 8.14. Effective Date .............................................................................. 30 SECTION 8.15. Execution in Counterparts ............................................................ 31 EXHIBIT A 2025A ELECTRIC SYSTEM PROJECT ii 4142-9327-8035.3 2025A INSTALLMENT SALE AGREEMENT This 2025A INSTALLMENT SALE AGREEMENT (the "2025A Installment Sale Agreement"), dated as of April 1, 2025, by and between the CITY OF REDDING, a municipal corporation duly organized and existing under and by virtue of the laws of the State of California (the "City"), and the REDDING JOINT POWERS FINANCING AUTHORITY (the "Authority"), a public entity and agency, duly organized and existing pursuant to an agreement entitled "Joint Exercise of Powers Agreement by and between the City and the Housing Authority of the City of Redding," WITNESSETH: WHEREAS, the City is authorized by law to acquire facilities for the generation, transmission and distribution of electricity; and WHEREAS, the City has determined that the additions, betterments, extensions and improvements in the manner described herein to certain facilities (the "2025A Electric System Project") is necessary and proper for City purposes and uses under the terms of applicable law; and WHEREAS, the Authority has determined to acquire and construct the 2025A Electric System Project for, and sell the 2025A Electric System Project to, the City; and WHEREAS, the City has determined to make installment sale payments as hereinafter described to the Authority for the purchase of the 2025A Electric System Project and for the repayment of the costs of the additions, betterments, extensions and improvements to the 2025A Electric System Project and the incidental costs and expenses related thereto paid by the Authority; and WHEREAS, 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 2025A Installment Sale Agreement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this 2025A Installment Sale Agreement; NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES AND OF THE MUTUAL AGREEMENTS AND COVENANTS CONTAINED HEREIN AND FOR OTHER VALUABLE CONSIDERATION, THE PARTIES HERETO DO HEREBY AGREE AS FOLLOWS: ARTICLE I DEFINITIONS SECTION 1.01. Definitions. Unless the context otherwise requires, the terms defined in this section shall for all purposes hereof and of any amendment hereof or supplement hereto and of any opinion or report or other document mentioned herein or therein have the 4142-9327-8035.3 meanings defined herein, the following definitions to be equally applicable to both the singular and plural forms of any of the terms defined herein. Capitalized terms used in this 2025A Installment Sale Agreement and not otherwise defined shall have the meanings set forth in the Trust Agreement. Acquisition Fund "Acquisition Fund" means the fund by that name established pursuant to Section 2.11 of the Trust Agreement. Adiusted Annual Debt Service "Adjusted Annual Debt Service" means, for any Fiscal. Year or any designated twelve (12) month period in question, the Annual Debt Service for such Fiscal Year or twelve month period minus the sum of the amount of the Annual Debt Service with respect to Outstanding Parity Obligations to be paid during such Fiscal Year or twelve month period, from the proceeds of Parity Obligations or interest earned thereon (other than interest deposited into the Electric Revenue Fund), all as set forth in a Certificate of the City. Adiusted Annual Net Revenues "Adjusted Annual Net Revenues" mean, for any Fiscal Year or any designated twelve (12) month period in question, the Adjusted Annual Revenues during such Fiscal Year or twelve month period less the Maintenance and Operation Costs during such Fiscal Year or twelve month period. Adiusted Annual Revenues "Adjusted Annual Revenues" mean, for any Fiscal Year or any designated twelve (12) month period in question, the Revenues during such Fiscal Year or twelve-month period, less, for purposes of determining compliance with Section 5.12 and conditions for the execution of Parity Obligations, any Payment Agreement Receipts taken into account in calculating Annual Debt Service pursuant to paragraph (C) of the definition thereof, plus, for the purposes of determining compliance with Section 5.12 hereof only, the amount of Available Reserves on deposit, or which the City has authorized to be deposited, in the Electric Revenue Fund as of the first day of such Fiscal Year or twelve month period. Annual Debt Service "Annual Debt Service" means, for any Fiscal Year or any designated twelve (12) month period in question, (i) with respect to the 2025A Installment Sale Payments, the required payments scheduled to be made with respect to all Outstanding 2025A Installment Sale Payments in such Fiscal Year or twelve (12) month period, or (ii) with respect to Parity Obligations, the required payments scheduled to be made with respect to all Outstanding Parity Obligations in such Fiscal Year or twelve (12) month period provided, that for the purposes of determining compliance with Section 5.12 and conditions for the execution of Parity Obligations; 2 4142-9327-8035.3 (A) Generally. Except as otherwise provided by subparagraph (B) with respect to Variable Interest Rate Parity Obligations and by subparagraph (C) with respect to Parity Obligations as to which a Payment Agreement is in force, and by subparagraph (D) with respect to certain Parity Payment Agreements, interest on any Parity Obligation shall be calculated based on the actual amount of interest that is payable under that Parity Obligation; (B) Interest on Variable Interest Rate Parity Obligations. The amount of interest deemed to be payable on any Variable Interest Rate Parity Obligation shall be calculated on the assumption that the interest rate on that Parity Obligation would be equal to the Assumed RBI -based Rate; (C) Interest on Payments or Parity Obligations with respect to which a Payment Agreement is in force. The amount of interest deemed to be payable on any Parity Obligations with respect to which a Payment Agreement is in force shall, so long as the Qualified Counterparty thereto is not in default thereunder, be based on the net economic effect on the City expected to be produced by the terms of such Parity Obligation and such Payment Agreement, including but not limited to the effects that (i) such Parity Obligation would, but for such Payment Agreement, be treated as an obligation bearing interest at a Variable Interest Rate instead shall be treated as an obligation bearing interest at a fixed interest rate, and (ii) such Parity Obligation would, but for such Payment Agreement, be treated as an obligation bearing interest at a fixed interest rate instead shall be treated as an obligation bearing interest at a Variable Interest Rate; and accordingly, the amount of interest deemed to be payable on any Parity Obligation with respect to which a Payment Agreement is in force shall, so long as the Qualified Counterparty thereto is not in default thereunder, be an amount equal to the amount of interest that would be payable at the rate or rates stated in such Parity Obligation plus the Payment Agreement Payments minus the Payment Agreement Receipts, and for the purpose of calculating Payment Agreement Receipts and Payment Agreement Payments under such Payment Agreement, the following assumptions shall be made: (1) Counterparty Obligated to Pay Actual Variable Interest Rate on Variable Interest Rate Parity Obligations._ If the Payment Agreement obligates a Qualified Counterparty to make payments to the City based on the actual Variable Interest Rate on a Parity Obligation that would, but for the Payment Agreement, be treated as a Variable Interest Rate Parity Obligation and obligates the City to make payments to the Qualified Counterparty based on a fixed rate, payments by the City to the Qualified Counterparty shall be assumed to be made at the fixed rate specified by the Payment Agreement and payments by the Qualified Counterparty to the City shall be assumed to be made at the actual Variable Interest Rate on such Parity Obligation, without regard to the occurrence of any event that, under the provisions of the Payment Agreement, would permit the Qualified Counterparty to make payments on any basis other than the actual Variable Interest Rate on such Parity Obligation, and such Parity Obligation shall set forth a debt service schedule based on that assumption; (2) Variable Interest Rate Parity Obligations and Payment Agreements Having the Same Variable Interest Rate Component. If both a Payment Agreement and the related Parity Obligation that would, but for the Payment Agreement, be treated as a Variable Interest Rate Parity Obligation include a variable interest rate payment 4142-9327-8035.3 component that is required to be calculated on the same basis (including, without limitation, on the basis of the same variable interest rate index), it shall be assumed that the variable interest rate payment component payable pursuant to the Payment Agreement is equal in amount to the variable interest rate component payable on such Parity Obligation; (3) Variable Interest Rate Parity Obligations and Payment Agreements Having Different Variable Interest Rate Components. If a Payment Agreement obligates either the City or the Qualified Counterparty to make payments of a variable interest rate component on a basis that is different (including, without limitation, on a different variable interest rate index) from the basis that is required to be used to calculate interest on the Parity Obligation that would, but for the Payment Agreement, be treated as a Variable Interest Rate Parity Obligation it shall be assumed: (a) City Obligated to Make Payments Based on Variable Interest Rate Index. If payments by the City under the Payment Agreement are based on a variable interest rate index and payments by the Qualified Counterparty are based on a fixed interest rate, payments by the City to the Qualified Counterparty will be based upon an interest rate equal to the Assumed RBI -based Rate, and payments by the Qualified Counterparty to the City will be based on the fixed rate specified by the Payment Agreement; and (b) City Obligated to Make Payments Based on Fixed Interest Rate. If payments by the City under the Payment Agreement are based on a fixed interest rate and payments by the Qualified Counterparty are based on a variable interest rate index, payments by the City to the Qualified Counterparty will be based on an interest rate equal to the rate that is one hundred and five percent (105%) of the fixed interest rate specified by the Payment Agreement to be paid by the City, and payments by the Qualified Counterparty to the City will be based on a rate equal to the Assumed RBI -based Rate as the variable interest rate deemed to apply to the Variable Interest Rate Parity Obligation. (4) Certain Payment Agreements May be Disregarded. Notwithstanding the provisions of subparagraphs (C)(1), (2) and (3) of this definition, the City shall not be required to (but may at its option) take into account as set forth in subparagraph (C) of this definition (for the purpose of determining Annual Debt Service) the effects of any Payment Agreement that has a remaining term of ten (10) years or less; (D) Debt Service on Parit�Payment Agreements. No interest shall be taken into account with respect to a Parity Payment Agreement for any period during which Payment Agreement Payments on that Parity Payment Agreement are taken into account in determining Annual Debt Service on a related Parity Obligation under subparagraph (C) of this definition; provided, that for any period during which Payment Agreement Payments are not taken into account in calculating Annual Debt Service on any Parity Obligation because the Parity Payment Agreement is not then related to any other Parity Obligation, interest on that Parity Payment Agreement shall be taken into account by assuming: 4 4142-9327-8035.3 (1) Citygated to Make Payments Based on Fixed Interest Rate. If the City is obligated to make Payment Agreement Payments based on a fixed interest rate and the Qualified Counterparty is obligated to make payments based on a variable interest rate index, payments by the City will be based on the specified fixed rate, and payments by the Qualified Counterparty will be based on a rate equal to the average rate determined by the variable interest rate index specified by the Payment Agreement during the calendar quarter preceding the calendar quarter in which the calculation is made; and (2) City Obligated to Make Payments Based on Variable Interest Rate Index. If the City is obligated to make Payment Agreement Payments based on a variable interest rate index and the Qualified Counterparty is obligated to make payments based on a fixed interest rate, payments by the City will be based on an interest rate equal to the average rate determined by the variable interest rate index specified by the Payment Agreement during the calendar quarter preceding the calendar quarter in which the calculation is made, and the Qualified Counterparty will make payments based on the fixed rate specified by the Parity Payment Agreement; and (3) Certain Payment Agreements May be Disregarded. Notwithstanding the provisions of subparagraphs (13)(1) and (2) of this definition, the City shall not be required to (but may at its option) take into account (for the purpose of determining Annual Debt Service) the effects of any Payment Agreement that has a remaining term of ten (10) years or less; (E) Balloon Parity ate. For purposes of calculating Annual Debt Service on any Balloon Parity Obligations, it shall be assumed that the principal of those Balloon Parity Obligations, together with interest thereon at a rate equal to the Assumed RBI -based Rate, will be amortized in equal annual installments over a term of thirty (30) years from the date of issuance. Assumed RBI -based Rate "Assumed RBI -based Rate" means, as of any date of calculation, an assumed interest rate equal to ninety percent (90%) of the average RBI during the twelve (12) calendar months immediately preceding the month in which the calculation is made. Available Reserves "Available Reserves" mean, as of any date of calculation, the amount of unrestricted funds in the Electric Revenue Fund designated as "Available Reserves" by the City and then available to pay Maintenance and Operation Costs and/or Annual Debt Service which may include transfers to the Electric Revenue Fund from any fund which is legally available for deposit in the Electric Revenue Fund. Balloon Parity Obligation - "Balloon Parity Obligation" means any Parity Obligation described as such in such Parity Obligation. 5 4142-9327-8035.3 Ii. IN=iM e I I: 11 A l so "Bonds" means the Redding Joint Powers Financing Authority Electric System Revenue Bonds, 2025 Series A, authorized by and at any time Outstanding pursuant to the Trust Agreement and issued in accordance with the Trust Agreement. "Serial Bonds" means Bonds for which no sinking fund payments are provided. "Term Bonds" means Bonds which are payable on or before their specified maturing dates from sinking fund payments established for that purpose and calculated to retire such Bonds on or before their specified maturity dates. 2017 Bonds "201.7 Bonds" means $55,785,000 aggregate principal amount of the City of Redding Electric System Refunding Revenue Bonds, Series 2017, authorized, executed, issued and delivered by the City under and pursuant to the Refunding Bond Law and under and pursuant to an indenture, dated as of March 1, 2017, by and between the City and U.S. Bank Trust Company, National Association, as successor trustee, and that are secured thereby. 2018 Bonds "2018 Bonds" means $39,510,000 aggregate principal amount of the City of Redding Electric System Refunding Revenue Bonds, Series 2018, authorized, executed, issued and delivered by the City under and pursuant to the Refunding Bond Law and under and pursuant to an indenture dated March 1, 2018, by and between the City and U.S. Bank Trust Company, National Association, as successor trustee, and that are secured hereby. Business Day "Business Day" shall have the meaning set forth in the Trust Agreement. Certificate of the Cit "Certificate of the City" means an instrument in writing signed by the Mayor, City Manager or Director of Finance of the City, or by another officer of the City duly authorized by the City for that purpose. City "City" means the City of Redding, a municipal corporation duly organized and existing under and by virtue of the laws and Constitution of the State of California. City Council "City Council" means the City Council of the City. Code "Code" means the Internal Revenue Code of 1986, as amended, and the regulations issued thereunder. 6 4142-9327-8035.3 Defeasance Securities Agreement. Deliver "Defeasance Securities" shall have the same meaning set forth in the Trust "Delivery Date" means April _, 2025. Electric Revenue Fund "Electric Revenue Fund" means the City of Redding Electric Revenue Fund established by the City, which fund is to be maintained and applied by the City in accordance with Section 3.02 hereof. Electric Service "Electric Service" means the electricity furnished, made available or sold by the Electric System. Electric Svstem "Electric System" means the electric utility system of the City, comprising all electric generation, transmission and distribution facilities and all general plant facilities related thereto now owned by the City and all other properties, structures or works for the generation, transmission and distribution of electricity hereafter acquired by the City and determined by the City to be a part of the Electric System, including all contractual rights for electricity and capacity; together with all additions, betterments, extensions or improvements to such facilities, properties, structures or works or any part thereof hereafter acquired. 2025A Electric Svstem Proiect "2025A Electric System Project" means the additions, betterments, extensions and improvements to the Electric System set forth in Exhibit A hereto, including costs reimbursable to the City, and all reports, surveys and feasibility studies relating to such project, and with such additions, substitutions and deletions as shall be specified in a Certificate of the City stating that such additions, substitutions or deletions constitute improvements to the Electric System. Event of Default "Event of Default" means an event described in Section 6.01. Fiscal Year "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 City Council of the City as the Fiscal Year of the City. 7 4142-9327-8035.3 Fitch "Fitch" means Fitch Ratings, 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 shall be dissolved or liquidated or shall no longer perform the services of a municipal securities rating agency, then "Fitch" shall be deemed to refer to any other nationally recognized municipal securities rating agency rating Parity Obligations at the Request of the City. Generally Accepted Accounting Principles "Generally Accepted Accounting Principles" means the uniform accounting and reporting procedures set forth in publications of the American Institute of Certified Public Accountants or its successor and the Governmental Accounting Standards Board or its successor, or by any other generally accepted authority on such procedures, and includes, as applicable, the standards set forth by the Financial Accounting Standards Board or its successor. Independent Certified Public Accountant "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 City, and who, or each of whom: (A) is in fact independent according to the Statement of Auditing Standards No. 1 and not under the domination of the City; (B) does not have a substantial financial interest, direct or indirect, in the operations of the City; and (C) is not connected with the City as a councilmember, officer or employee of the City, but who may be regularly retained to audit the accounting records of and make reports thereon to the City. 2015 Installment Sale Agreement "2015 Installment Sale Agreement" means that certain 2015 Installment Sale Agreement, dated as of December 1, 2015, by and between the City and the Authority. 2025A Installment Sale Agreement "2025A Installment Sale Agreement" means this 2025A Installment Sale Agreement, by and between the City and the Authority, dated as of April 1, 2025, as originally executed and as it may from time to time be amended or supplemented in accordance herewith and with the terms of the Trust Agreement. 8 4142-9327-8035.3 2015 Installment Sale Pam "2015 Installment Sale Payments" means the installment sale payments payable by the City under and pursuant to the 2015 Installment Sale Agreement. 2025A Installment Sale Payments "2025A Installment Sale Payments" means the installment sale payments payable by the City under and pursuant to this 2025A Installment Sale Agreement. Insurance Consultant "Insurance Consultant" means (a) the Risk Manager for the City or (b) any insurance consultant or firm of insurance consultants generally recognized to be well qualified in insurance consulting matters relating to electric utility and other municipal systems, appointed and paid by the City, and who or each of whom -- (1) is in fact independent and not under the domination of the City; (2) does not have a substantial financial interest, direct or indirect, in the operations of the City; and (3) is not connected with the City as a councilmember, officer, or employee of the City, but may be regularly retained to make reports to the City. Interest Pavment Date "Interest Payment Date" means June 1 and December 1 of each year, commencing on June 1, 2025. Maintenance and Operation Costs "Maintenance and Operation Costs" mean the costs paid or incurred by the City for maintaining and operating the Electric System 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 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, (d) all other reasonable and necessary costs of the City or charges required to be paid by it to comply with the terms hereof or of any resolution authorizing the execution of this 2025A Installment Sale Agreement 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 this 2025A Installment Sale Agreement or Parity Obligations, letter of credit fees 9 4142-9327-8035.3 relating to Parity Obligations, fees and expenses of Independent Certified Public Accountants; (e) 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 to be made by the City thereunder to be treated as maintenance and operation costs of the Electric System; (f) all deposits to be made to the Rebate Fund pursuant to the Tax Certificate and all deposits in comparable accounts established with respect to Parity Obligations required to be deposited pursuant to the proceedings authorizing such Parity Obligations; and (g) any other cost or expense which, in accordance with Generally Accepted Accounting Principles, is to be treated as a cost of operating or maintaining the Electric System; but excluding in all cases depreciation, replacement and obsolescence charges or reserves therefor and amortization of intangibles. Maximum Annual Debt Service "Maximum Annual Debt Service" means with respect to any period of time, the greatest Annual Debt Service payable during such period of time on the Outstanding 2025A Installment Sale Payments and any Outstanding Parity Obligations or Parity Obligations then being issued. Moody's "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 shall be dissolved or liquidated or shall no longer perform the services of a municipal securities rating agency, then "Moody's" shall be deemed to refer to any other nationally recognized municipal securities rating agency rating Parity Obligations at the Request of the City. Net Revenues "Net Revenues" mean, for any period of time in question, the Revenues during such period less the Maintenance and Operation Costs during such period. Opinion of Counsel "Opinion of Counsel" means a written opinion of counsel of national representation generally recognized to be well qualified in the field of law relating to municipal bonds, retained by the City. Outstanding "Outstanding," when used as of any particular time with reference to 2025A Installment Sale Payments, means all 2025A Installment Sale Payments which have not been paid or otherwise satisfied as provided in Article VII and when used as of any particular time with reference to Parity Obligations means all Parity Obligations which have not been paid or otherwise satisfied as provided in the proceedings and instruments pursuant to which such Parity Obligations have been issued or incurred. For purposes of Section 4.01 and Section 5.12 hereof only, (i) Parity Payment Agreements related to other Parity Obligations which are included in 10 4142-9327-8035.3 determining Annual Debt Service on such other Parity Obligations, and (ii) Parity Bank Agreements as to which no amounts have been drawn under any such Parity Bank Agreements which have not been reimbursed by the City shall not be considered Outstanding for purposes of this 2025A Installment Sale Agreement. "Outstanding," when used as of any particular time with reference to Parity Obligations means all Parity Obligations which have not been paid or otherwise satisfied as provided in the proceedings and instruments pursuant to which such Parity Obligations have been issued or incurred. Paritv Bank Agreement "Parity Bank Agreement" means an agreement with a bank or other financial institution relating to an irrevocable letter of credit, guarantee or other credit enhancement device providing liquidity or irrevocable credit or security for the payment of Parity Obligations. Paritv Obligations "Parity Obligations" means the 2015 Installment Sale Payments, the 2017 Bonds, the 2018 Bonds, all obligations hereafter issued or incurred by the City the payment of which constitutes a charge and lien on the Net Revenues and moneys in the Electric Revenue Fund equal to and on a parity with the charge and lien upon the Net Revenues for the payment of the 2025A Installment Sale Payments. Parity Payment Agreement "Parity Payment Agreement" means a Payment Agreement which is a Parity Obligation. Pavment Agreement "Payment Agreement" means a written 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, entered into either on a current or forward basis by the City and a Qualified Counterparty in connection with, or incidental to, the entering into of any Parity Obligation, that provides for an exchange of payments based on interest rates, ceilings or floors on such payments, options on such payments, or any combination thereof or any similar device. Pavment Agreement Pavments "Payment Agreement Payments" mean the amounts required to be paid periodically by the City to the Qualified Counterparty pursuant to a Payment Agreement. Pavment Agreement Receipts "Payment Agreement Receipts" mean the amounts required to be paid periodically by the Qualified Counterparty to the City pursuant to a Payment Agreement. 11 4142-9327-8035.3 Purchase Price "Purchase Price" means the principal amount plus the interest thereon owed by the City to the Authority under the conditions and terms hereof as provided in Section 3.01. Qualified Counterparts "Qualified Counterparty" means a party (other than the City) who is the other party to a Payment Agreement and (1) (a) whose senior debt obligations are rated in one of the three (3) highest rating categories of each of the Rating Agencies then rating the Bonds or any Parity Obligations (without regard to any gradations within a rating category), or (b) whose obligations under the Payment Agreement are guaranteed for the entire term of the Payment Agreement by a bond insurer or other institution which has been or whose debt service obligations have been assigned a credit rating in one of the three highest rating categories of each of the Rating Agencies then rating the Bonds or any Parity Obligations (without regard to any gradations within a rating category), and (2) who is otherwise qualified to act as the other party to a Payment Agreement with the City under any applicable laws. Rating Agencies "Rating Agencies" mean Moody's, S&P and Fitch, and their respective successors or assigns, or any other nationally recognized securities rating agency or agencies rating the Bonds at the Request of the City. RBI "RBI" means the Bond Buyer Revenue Bond Index or comparable index of long- term municipal obligations chosen by the City, or, if no comparable index can be obtained, eighty percent (80%) of the interest rate on actively traded thirty (30) year United States Treasury obligations. Rebate Fund "Rebate Fund" means the fund by that name established pursuant to Section 5.03 of the Trust Agreement. Refunding Bond Law "Law" means Articles 10 and 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code of the State of California. Request of the City "Request of the City" means an instrument in writing signed by the Mayor, the City Manager or the Director of Finance of the City, or any other officer of the City duly authorized by the City Council for that purpose. 12 4142-9327-8035.3 Revenue Fund "Revenue Fund" means the fund by that name established pursuant to Section 5.04 hereof. Revenues. "Revenues" mean all gross income and revenue received or receivable by the City from the ownership or operation of the Electric System, including all rates and charges received by the City for the Electric Service and the other services and facilities of the Electric System, 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 otherwise arising from the Electric System, including all Payment Agreement Receipts, and all income from the deposit or investment of any money in the Electric Revenue Fund, but excluding (i) proceeds of taxes and (ii) refundable deposits made to establish credit and advances or contributions in aid of construction and line extension fees. "S&P" means S&P Global Ratings, a Standard & Poor's Financial Services LLC business, a corporation duly organized and existing under and by virtue of the laws of the State of New York, and its successors or assigns, except that if such entity shall be dissolved or liquidated or shall no longer perform the services of a municipal securities rating agency, then "S&P" shall be deemed to refer to any other nationally recognized municipal securities rating agency rating Parity Obligations at the Request of the City. State "State" means the State of California. Subordinate Obligations "Subordinate Obligations" mean obligations of the City authorized and executed by the City under applicable law, the payments under and pursuant to which are payable from Net Revenues, subject and subordinate to the payment of the 2025A Installment Sale Payments hereunder and to the payment of Parity Obligations. Such obligations may be payable from any fund established for the purpose of paying debt service on such Subordinate Obligations. Tax Certificate "Tax Certificate" means the Tax Certificate and Agreement concerning certain matters pertaining to the use and investment of proceeds of the Bonds executed and delivered by the Authority and the City on the Delivery Date, including any and all exhibits attached thereto. 13 4142-9327-8035.3 Trust Agreement "Trust Agreement" means that certain Trust Agreement, dated as of April 1, 2025, by and between the Trustee and the Authority, as originally executed and as it may from time to time be amended or supplemented in accordance with its terms. Trustee "Trustee" means U.S. Bank Trust Company, National Association, a national banking association duly organized and existing under the laws of the United States of America, acting in its capacity as trustee under and pursuant to the Trust Agreement, and its successors and assigns as provided in the Trust Agreement. Variable Interest Rate "Variable Interest Rate" means any variable interest rate or rates to be paid under any Parity Obligations, the method of computing which variable interest rate shall be as specified in the applicable Parity Obligation, which Parity Obligation shall also specify either (i) the payment period or periods or time or manner of determining such period or periods or time for which each value of such variable interest rate shall remain in effect, and (ii) the time or times based upon which any change in such variable interest rate shall become effective, and which variable interest rate may, without limitation, be based on the interest rate on certain bonds or may be based on interest rate, currency, commodity or other indices. Variable Interest Rate Parity Obligations "Variable Interest Rate Parity Obligations" mean, for any period of time, all in accordance with the definition of "Annual Debt Service" set forth in this Section 1.01, any Parity Obligations that bear a Variable Interest Rate during such period, except that (i) Parity Obligations shall not be treated as Variable Interest Rate Parity Obligations if the net economic effect of interest rates on particular payments of the Parity Obligations and interest rates on other payments of the same Parity Obligations, as set forth in such Parity Obligations, or the net economic effect of a Payment Agreement with respect to particular Parity Obligations, in either case, is to produce obligations that bear interest at a fixed interest rate, and (ii) Payments and Parity Obligations with respect to which a Payment Agreement is in force shall be treated as Variable Interest Rate Parity Obligations if the net economic effect of the Payment Agreement is to produce obligations that bear interest at a Variable Interest Rate. PURCHASE OF THE THE 2025A ELECTRIC SYSTEM PROJECT SECTION 2.01. Purposes. The purposes of this 2025A Installment Sale Agreement are to provide for the City's purchase from the Authority of the 2025A Electric System Project. To effect such purposes, the City shall cause the Bonds to be sold and the proceeds of the sale thereof to be deposited and applied in accordance with the Trust Agreement. 14 4142-9327-8035.3 SECTION 2.02. Transfer of 2025A Electric System Project Owned by the City on the Delivery Date. In consideration of the deposit of the proceeds of the sale of the Bonds pursuant to Section 2.11 of the Trust Agreement and the application of such moneys pursuant thereto, the City hereby sells, assigns, and transfers to the Authority, and the Authority hereby purchases from the City, all of the City's right, title and interest in the 2025A Electric System Project owned by the City on the Delivery Date. SECTION 2.03. Purchase of 2025A Electric System Project by the City. In consideration of the obligation of the City to pay the Purchase Price as provided in Section 3.01 hereof, the Authority hereby sells, assigns and transfers to the City, and the City hereby purchases from the Authority, all of the Authority's right, title and interest in the 2025A Electric System Project. On the Delivery Date all right, title and interest in and to each component of the 2025A Electric System Project transferred to the Authority pursuant to Section 2.02 hereof shall vest in the City without action by the City or the Authority. Immediately upon completion of each separate additional component of the 2025A Electric System Project, all right, title and interest in and to each such completed component of the 2025A Electric System Project shall vest in the City without any further action by the City or the Authority. SECTION 2.04. Additions, Betterments, Extensions and Improvements to the 2025A Electric System Project. The Authority hereby agrees to make additions, betterments, extensions and improvements to the 2025A Electric System Project for the City. In order to implement this provision, the Authority hereby appoints the City as its agent for the purpose of such additions, betterments, extensions and improvements, and the City hereby agrees to enter into such engineering, design and construction contracts and purchase orders as may be necessary, as agent for the Authority, to provide for such additions, betterments, extensions and improvements to the 2025A Electric System Project. The City hereby agrees that as such agent it will cause the acquisition and construction of the 2025A Electric System Project to be diligently completed after the deposit of funds in the Acquisition Fund for such purpose pursuant to Section 2.11 of the Trust Agreement. Notwithstanding the foregoing, it is hereby expressly understood and agreed that the Authority shall be under no liability of any kind or character whatsoever for the payment of any costs or expenses incurred by the City (whether as agent for the Authority or otherwise) for the acquisition and construction of the 2025A Electric System Project except from moneys in the Acquisition Fund and that all such costs and expenses shall be paid by the City, regardless of whether the funds deposited in the Acquisition Fund are sufficient to cover all such costs. ARTICLE III SECTION 3.01. Purchase Price. (a) As consideration for the sale, assignment and transfer by the Authority to the City of all of the Authority's right, title and interest in the 2025A Electric System Project pursuant to Section 2.03, the City agrees to pay to the Authority the Purchase Price. The Purchase Price to be paid by the City to the Authority hereunder is the sum of the principal 15 4142-9327-8035.3 amount of the City's obligation hereunder plus the interest to accrue on the unpaid balance of such principal amount from the date hereof over the term hereof, subject to prepayment as provided in Section 3.03. (b) The principal amount of the Purchase Price to be paid by the City to the Authority hereunder is dollars ($) and shall be paid through the payment by the City of the principal component of the 2025A Installment Sale Payments. (c) The interest to accrue on the unpaid balance of such principal amount shall be paid by the City as and shall constitute interest paid on the principal amount of the City's Purchase Price obligation hereunder and shall be paid by the City through the City's payment of the interest component of the 2025A Installment Sale Payments. (d) The principal components of the 2025A Installment Sale Payments shall be payable on June 1 in each of the years in the amounts and shall bear interest from the Delivery Date, payable on each Interest Payment Date, at the rates set forth below: Principal Component Principal Interest Rate (June 1) Amount (per annum) SECTION 3.02. Pledge of Net Revenues and Moneys in Electric Revenue Fund; Electric Revenue Fund. Subject to the application thereof of the terms and conditions herein provided, all Net Revenues of the Electric System and all moneys on deposit in the Electric Revenue Fund (as hereinafter defined) are hereby irrevocably pledged to the payment of the 2025A Installment Sale Payments which pledge shall be on a parity with any pledge of Net Revenues or of moneys in the Electric Revenue Fund securing Parity Obligations as to which the provisions of Section 4.01 hereof have been satisfied. This pledge shall constitute a first pledge of and charge and lien upon the Net Revenues of the Electric System and moneys in the Electric Revenue Fund for the payment of amounts due with respect to this 2025A Installment Sale Agreement and all Parity Obligations in accordance with the terms hereof and thereof. 16 4142-9327-8035.3 The general fund of the City is not liable for, and neither the faith and credit nor the taxing power of the City is pledged to, the payment of the 2025A Installment Sale Payments. In order to carry out and effectuate the obligation of the City contained herein to pay the 2025A Installment Sale Payments, the City agrees and covenants that all Revenues received by it shall be deposited when and as received in the "City of Redding Electric Revenue Fund" (the "Electric Revenue Fund"), which fund has heretofore been established by the City and which fund the City agrees and covenants to maintain separate and apart from other moneys of the City so long as any 2025A Installment Sale Payment remains Outstanding hereunder, and all money on deposit in the Electric Revenue Fund shall be applied and used only as provided herein. The City shall 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, and all remaining money on deposit in the Electric Revenue Fund shall be set aside and deposited by the City at the following times: On or before the fourth Business Day before each date on which a 2025A Installment Sale Payment becomes due and payable under this 2025A Installment Sale Agreement, whether on an Interest Payment Date or upon an acceleration pursuant to Section 6.01, the City shall, from the money in the Electric Revenue Fund, transfer to the Trustee for deposit in the Revenue Fund a sum equal to the 2025A Installment Sale Payments becoming due and payable under this 2025A Installment Sale Agreement on such due date, except that no such deposit need be made to the extent the Trustee then holds money for such purpose in the Revenue Fund available to pay the 2025A Installment Sale Payment becoming due and payable under this 2025A Installment Sale Agreement on such date. The City shall also, from such remaining moneys in the Electric Revenue Fund, pay to the party entitled thereto or transfer or cause to be transferred to any applicable debt service or other payment fund or account for any Parity Obligations, 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 any discrimination or preference, on the dates specified in the proceedings relating to such Parity Obligations, the sum or sums required to be paid or deposited in such debt service or other payment fund or account with respect to principal, premium, if any, and interest on Parity Obligations (or in the case of Parity Payment Agreements, the net payments due) in accordance with the terms of such Parity Obligations. After making the foregoing deposits and transfers hereinabove required to be made, the City shall 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, however, that no moneys in the Electric Revenue Fund shall be applied to any purpose not related to the expansion of the facilities or business of the Electric System or replacement of facilities thereof, including the payment of any Subordinate Obligations, in any Fiscal Year unless amounts remaining on deposit in the Electric Revenue Fund shall be sufficient to make the remaining transfers hereinabove required to be made in such Fiscal Year with respect to 2025A Installment Sale Payments and Parity Obligations. 17 4142-9327-8035.3 The City shall distribute Net Revenues available for Outstanding 2025A Installment Sale Payments and debt service on all Outstanding Parity Obligations on a pro rata basis without regard to whether each such Parity Obligations has a funded debt service reserve or a surety bond or other similar funding instrument. SECTION 3.03. Prepayment of 2025A Installment Sale Pam. (a) The City may prepay from any source of available funds, on any date on or after 1, 20_ all or any part of the principal amount of the unpaid 2025A Installment Sale Payments, in such amount and in such order of prepayment as the City may determine upon written direction to the Authority and the Trustee provided not less than forty (40) days (or such lesser number of days as may be acceptable to the Trustee) prior to such prepayment date, at a prepayment price equal to the sum of the principal amount prepaid, plus accrued interest to the date of prepayment, without premium. (b) Before making any prepayment pursuant to this section, the City shall give written notice to the Authority and the Trustee specifying the date on which the prepayment will be paid and the order thereof, which date shall be not less than forty (40) days (or such lesser number of days as may be acceptable to the Trustee) from the date such notice is given; provided, that notwithstanding any such prepayment, the City shall not be relieved of its obligations hereunder, including specifically its obligations under this article, until the Purchase Price shall have been fully paid (or provision for payment thereof shall have been made pursuant to Article VII). SECTION 3.04. 2025A Installment Sale Payments Payable on a Parity with Outstanding 2015 Installment Sale Payments, 2017 Bonds and 2018 Bonds. The payment of the 2025A Installment Sale Payments and interest thereon from Net Revenues shall be payable on a parity with the payment of the outstanding 2015 Installment Sale Payments and interest thereon, the principal of and interest on the 2017 Bonds and the principal of and interest on the 2018 Bonds. The obligation of the City to pay the 2025A Installment Sale Payments is absolute and unconditional, and until such time as 2025A Installment Sale Payments have been paid in full (or provision for the payment thereof shall have been made pursuant to the 2025A Installment Sale Agreement), the City will not discontinue or suspend any 2025A Installment Sale Payments required to be paid by it under the 2025A Installment Sale Agreement 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, and such payments will not be subject to reduction whether by offset or otherwise and will not be conditional upon the performance or nonperformance by any party to any agreement for any cause whatsoever. ARTICLE IV SECTION 4.01. Conditions for the Execution of Parity Obligations. The City shall not incur any obligation the payment of which is payable from and secured by a lien and charge on the Net Revenues prior to the lien and charge on Net Revenues securing the 2025A Installment Sale Payments under this 2025A Installment Sale Agreement. The City may at any time execute and deliver any Parity Obligation, the payment of which is payable from and 18 4142-9327-8035.3 secured by a lien and charge on the Net Revenues on a parity with the lien and charge on Net Revenues securing the 2025A Installment Sale Payments due under this 2025A Installment Sale Agreement, provided: (a) Either - (1) during any twelve (12) consecutive calendar months out of the immediately preceding eighteen (18) calendar month period, the Adjusted Annual Net Revenues were at least equal to one hundred ten percent (110%) of the Maximum Annual Debt Service for all Outstanding 2025A Installment Sale Payments and all Outstanding Parity Obligations plus the Parity Obligation proposed to be executed; or (2) as evidenced by a Certificate of the City, the projected Adjusted Annual Net Revenues during the succeeding first complete Fiscal Year following issuance of such Parity Obligation in which interest is not capitalized in whole or in part from the proceeds of Parity Obligations, is at least equal to one hundred ten percent (110%) of the Maximum Annual Debt Service for all Outstanding 2025A Installment Sale Payments and all Outstanding Parity Obligations plus the Parity Obligation proposed to be executed; (b) If the Parity Obligation proposed to be executed is not a Parity Payment Agreement, the proceeds of such Parity Obligation proposed to be executed shall be used solely to finance or refinance (including reimbursement to the City of amounts advanced for such costs) one or more additions, betterments or improvement to the Electric System as designated by the City and to pay any incidental costs and expenses related thereto (including the costs of issuance, execution or delivery of such proposed Parity Obligation); (c) With respect to any Parity Obligation to be executed in connection with a Payment Agreement, there shall have been delivered to the City evidence that the incurrence of such Parity Obligation and Payment Agreement will not in and of itself cause a downgrade of the rating issued by the Rating Agencies then rating the Bonds or any Parity Obligation; (d) There shall have been delivered to the City an Opinion of Counsel substantially to the effect that (1) the City has the right and power under applicable law to execute and deliver the Parity Obligation, and the Parity Obligation has been duly and lawfully executed and delivered by the City, is in full force and effect and is a valid and binding special obligation of the City and enforceable in accordance with its terms (except as enforcement may be limited by bankruptcy, moratorium, insolvency, reorganization, fraudulent conveyance and other similar laws relating to the enforcement of creditors' rights), and (2) such Parity Obligation has been duly and validly authorized and issued in accordance herewith; and (e) If required by the terms of such Parity Obligation, a separate reserve has been established for such Parity Obligation and that provision has been made to fund such reserve. (f) No Event of Default (or any event which would become an Event of Default once all notice or grace periods have passed) exists unless such Event of Default or default shall be cured upon such issuance. 19 4142-9327-8035.3 Notwithstanding the foregoing provisions, neither clause (a) nor clause (b) above shall limit the ability of the City to execute any Parity Obligations at any time to refund any Outstanding Payments and Outstanding Parity Obligations which results in a net present value savings to the City, inclusive of all costs of such refunding. SECTION 4.02. Subordinate Obligations. The City may incur Subordinate Obligations without meeting any of the tests set forth in Section 4.01. COVENANTS OF THE CITY SECTION 5.01. Compliance with 2025A Installment Sale Agreement and Trust Agreement. The City will punctually pay the 2025A Installment Sale Payments and interest thereon in strict conformity with the terms hereof, and will faithfully observe and perform all the agreements, conditions, covenants and terms contained herein required to be observed and performed by it, and will not terminate this 2025A Installment Sale Agreement for any cause including, without limiting the generality of the foregoing, any acts or circumstances that may constitute failure of consideration, destruction of or damage to the 2025A Electric System Project or the Electric System, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State of California or any political subdivision of either or any failure of the Authority to observe or perform any agreement, condition, covenant or term contained herein required to be observed and performed by it, whether express or implied, or any duty, liability or obligation arising out of or connected herewith or the insolvency, or deemed insolvency, or bankruptcy or liquidation of the Authority or any force majeure, including Acts of God, tempest, storm, earthquake, war, rebellion, riot, civil disorder, acts of public enemies, blockade or embargo, strikes, industrial disputes, lockouts, lack of transportation facilities, fire, explosion, or acts or regulations of governmental authorities. The City will faithfully observe and perform all the agreements, conditions, covenants and terms contained in the Trust Agreement required to be observed and performed by it, and it is expressly understood and agreed by and among the parties to this 2025A Installment Sale Agreement and the Trust Agreement that each of the agreements, conditions, covenants and terms contained in each such agreement is an essential and material term of the obligation of the City to pay the Purchase Price pursuant to, and in accordance with, and as authorized under law and this 2025A Installment Sale Agreement. SECTION 5.02. Against Encumbrances. The City will pay or cause to be paid when due all sums of money that may become due or purporting to be due for any labor, services, materials, supplies or equipment furnished, or alleged to have been furnished, to or for the City in, upon, about or relating to the Electric System and will keep the Electric System free of any and all liens against any portion of the Electric System. In the event any such lien attaches to or is filed against any portion of the Electric System, the City will cause each such lien to be fully discharged and released at the time the performance of any obligation secured by any such lien matures or becomes due, except that if the City desires to contest any such lien it may do so. If any such lien shall be reduced to final judgment and such judgment or any process as may be issued for the enforcement thereof is not promptly stayed, or if so stayed and 20 4142-9327-8035.3 such stay thereafter expires, the City will forthwith pay or cause to be paid and discharged such judgment. The City will, to the maximum extent permitted by law, indemnify and hold the Authority and the Trustee harmless from, and defend each of them against, any claim, demand, loss, damage, liability or expense (including attorneys' fees) as a result of any such lien or claim of Lien against any portion of the Electric System. The City will not create or give, or permit the creation or giving of, any priority for payment, mortgage, lien, pledge or encumbrance upon any of the Net Electric System Revenues or other funds held hereunder that are prior or equal to the payment of the 2025A Installment Sale Payments, except as provided in Section 4.01. SECTION 5.03. Sale or Other Disposition of Property. The City will not sell, transfer or otherwise dispose of any of the works, plant, properties, facilities or other part or rights of the Electric System or any real or personal property comprising a part of the Electric System if such sale, transfer or disposition would cause the City to be unable to satisfy the requirements of Section 5.12 hereof. SECTION 5.04. Tax Covenants. The City hereby covenants it shall not take any action, or fail to take any action, if any such action or failure to take action would adversely affect the exclusion from gross income of interest on the 2025A Installment Sale Payments under Section 103 of the Code. Without limiting the generality of the foregoing, the City shall comply with the requirements of the Tax Certificate, which is incorporated herein as if fully set forth herein. (a) In the event that at any time the City is of the opinion that for purposes of this Section it is necessary or helpful to restrict or limit the yield on the investment of any moneys in any of the funds or accounts held by the Trustee pursuant to the Trust Agreement, the City shall so instruct the Trustee in writing, and cause the Trustee to take such action as may be necessary in accordance with such instructions. (b) Notwithstanding any provisions of this Section, if the City shall provide to the Trustee an Opinion of Counsel to the effect that any specified action required under this Section is no longer required or that some further or different action is required to maintain the exclusion from federal income tax of interest on the 2025A Installment Sale Payments under Section 103 of the Code, the City and the Trustee may conclusively rely on such opinion in complying with the requirements of this Section and of the Tax Certificate, and the covenants hereunder shall be deemed to be modified to that extent. (c) The City shall establish and maintain a fund designated the Rebate Fund separate from any other fund established and maintained under the Trust Agreement or this 2025A Installment Sale Agreement. The City shall deposit in the Rebate Fund the Rebate Requirement as provided in the Tax Certificate. Subject to the other provisions of Section 5.04 of this 2025A Installment Sale Agreement and Section 4.03 of the Trust Agreement, moneys held in the Rebate Fund are hereby pledged to secure payments to the United States government, and the Authority and the Owners shall have no rights in or claim to such moneys. 21 4142-9327-8035.3 (d) The covenants in this Section shall survive payment in full or discharge of the Bonds and the 2025A Installment Sale Payments. SECTION 5.05. Prompt Acquisition and Construction of the 2025A Electric System Project. The City will take all necessary and appropriate steps to acquire and construct the 2025A Electric System Project, as agent of the Authority, with all practicable dispatch and in an expeditious manner and in conformity with law so as to complete the same as soon as possible. SECTION 5.06. Maintenance and Operation of the Electric System; Budgets. The City will maintain and preserve the Electric System in good repair and working order at all times and will operate the Electric System in an efficient and economical manner and will pay all Maintenance and Operation Costs as they become due and payable. Not later than September 1 of each year, the City will adopt and, if requested, make available to the Authority and the Trustee, a budget approved by the City Council of the City setting forth the estimated Maintenance and Operation Costs and the estimated payments for Parity Obligations and Subordinate Obligations for the then current Fiscal Year; provided, that any such budget may be amended at any time during any Fiscal Year and, if requested, such amended budget shall be made available to the Authority or Trustee. The Trustee shall have no duty to review such budget. SECTION 5.07. Compliance with Contracts. The City will comply with, keep, observe and perform all agreements, conditions, covenants and terms, express or implied, required to be performed by it contained in all contracts for the use of the Electric System and all other contracts affecting or involving the Electric System to the extent that the City is a party thereto. SECTION 5.08. Insurance. The City will procure and maintain such insurance relating to the Electric System which it shall deem advisable or necessary to protect its interests and the interests of the Authority and the Trustee, which insurance shall afford protection in such amounts and against such risks as are usually covered in connection with municipal electric utility systems similar to the Electric System; provided, that any such insurance may be maintained under a self-insurance program so long as such self-insurance is maintained in the amounts and manner usually maintained in connection with municipal electric utility systems similar to the Electric System and is, in the opinion of an Insurance Consultant, financially sound. All policies of insurance required to be maintained herein shall provide that the Authority and the Trustee shall be given thirty (30) days' written notice of any intended cancellation thereof or reduction of coverage provided thereby. The Trustee is not responsible for the sufficiency or adequacy of any insurance provided hereunder. SECTION 5.09. Accounting Records and Financial Statements. The City will keep appropriate accounting records in which complete and correct entries shall be made of all transactions relating to the Electric System, which records shall be available for inspection by the Authority and the Trustee (who shall have no duty to inspect) at reasonable hours and under reasonable conditions. 22 4142-9327-8035.3 SECTION 5.1.0. Protection of Security and Rights of the Authority and the Trustee. The City will preserve and protect the security hereof and the rights of the Authority and the Trustee to the 2025A Installment Sale Payments hereunder and will warrant and defend such rights against all claims and demands of all persons. SECTION 5.11. Payment of Taxes and Compliance with Governmental Regulations. The City will pay and discharge all taxes, assessments and other governmental charges which may hereafter be lawfully imposed upon the Electric System or any part thereof when the same shall become due. The City will duly observe and conform with all valid regulations and requirements of any governmental authority relative to the operation of the Electric System or any part thereof, but the City shall not be required to comply with any regulations or requirements so long as the validity or application thereof shall be contested in good faith. SECTION 5.12. Amount of Rates and Charges. The City 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 will be at least sufficient to yield: (a) Adjusted Annual Revenues for such Fiscal Year at least equal to the sum of the following for such Fiscal Year: (i) Maintenance and Operation Costs; (ii) Adjusted Annual Debt Service, and (iii) all other payments required to meet any other obligations of the City which are charges, liens or encumbrances upon or payable from the Electric Revenue Fund, including all amounts owing under Subordinate Obligations; (b) Adjusted Annual Net Revenues for such Fiscal Year equal to at least one hundred ten percent (110%) of Adjusted Annual Debt Service for such Fiscal Year. 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 shall not reduce the rates and charges then in effect unless the Adjusted Annual Revenues and the Adjusted Annual Net Revenues from such reduced rates and charges will at all times be sufficient to meet the requirements of this Section. SECTION 5.13. Collection of Rates, Fees and Charges. The City will have in effect at all times rules and regulations requiring each consumer or customer located on any premises connected with the Electric System to pay the rates, fees and charges applicable to the Electric Service to such premises and providing for the billing thereof and for a due date and a delinquency date for each bill. The City will not permit any part of the Electric System or any facility thereof to be used or taken advantage of free of charge by any corporation, firm or person, or by any public agency (including the United States of America, the State of California and any city, county, district, political subdivision, public corporation or agency of any thereof); provided, that the City may without charge use the facilities of the Electric System and the Electric Service. Nothing herein shall prevent the City, in its sole and exclusive discretion, from permitting other parties from selling electricity to retail customers within the service area of the Electric System; provided, however, that permitting such sales shall not relieve the City of its obligations hereunder. SECTION 5.14. Further Assurances. The City will adopt, deliver, execute and make any and all further assurances, instruments and resolutions as may be reasonably necessary or proper to carry out the intention or to facilitate the performance hereof and for the better assuring and confirming unto the Authority of the rights and benefits provided to it herein. 23 4142-9327-8035.3 SECTION 5.15. Continuing Disclosure. The City hereby covenants and agrees that it will comply with and carry out all of its obligations under the Continuing Disclosure Agreement to be delivered by the City in connection with the execution and delivery of the Bonds. Notwithstanding any other provision hereof, failure of the City to comply with the Continuing Disclosure Agreement shall not be considered an. Event of Default hereunder; provided, however, that any beneficial owner of Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City or the Trustee, as the case may be, to comply with its obligations in this section and the Continuing Disclosure Agreement. ARTICLE VI EVENTS OF DEFAULT AND REMEDIES SECTION 6.01. Events of Default and Acceleration of Principal. If one or more of the following Events of Default shall happen, that is to say: (a) if default shall be made in the due and punctual payment of any 2025A Installment Sale Payment or interest thereon or of any Parity Obligation when and as the same shall become due and payable; (b) if default shall be made by the City in the performance of any of the agreements or covenants contained herein required to be performed by it, other than as set forth in (a) above, and such default shall have continued for a period of thirty (30) days after the City shall have been given notice in writing of such default by the Authority or the Trustee; (c) if default shall be made by the City in the performance of any of the agreements or covenants contained in any Parity Obligation required to be performed by it, other than as set forth in (a) above, and such default shall have continued after any notice and grace period provided by such Parity Obligation; or (d) if the City shall file a petition or answer seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law of the United States of America or any state therein, or if a court of competent jurisdiction shall approve a petition filed with or without the consent of the City seeking arrangement or reorganization under the federal bankruptcy laws or any other applicable law of the United States of America or any state therein, or if under the provisions of any other law for the relief or aid of debtors any court of competent jurisdiction shall assume custody or control of the City or of the whole or any substantial part of its property; then and in each and every such case during the continuance of such Event of Default specified in clause (a) or (d) above, the Trustee shall, and for any other such Event of Default the Trustee, may, by notice in writing to the City, declare the entire amount of the unpaid principal amount of the 2025A Installment Sale Payments and the accrued interest thereon to be due and payable immediately, and upon any such declaration the same shall become immediately due and payable, anything contained herein to the contrary notwithstanding. This Section is subject to the condition, however, that if at any time after the entire amount of the unpaid principal amount 24 4142-9327-8035.3 of the 2025A Installment Sale Payments and the accrued interest thereon shall have been so declared due and payable and before any judgment or decree for the payment of the money due shall have been obtained or entered, the City shall deposit in the Revenue Fund a sum sufficient to pay the unpaid amount of the 2025A Installment Sale Payments due otherwise then as a result of such declaration and in the applicable Revenue Fund(s) the unpaid principal amount of any payments due under any Parity Obligation referred to in clause (a) above due and payable prior to such declaration and the accrued interest thereon, with interest on such overdue installments at the rate or rates applicable to such unpaid 2025A Installment Sale Payments if paid in accordance with their terms and on the Parity Obligations in accordance with their terms, and the City shall have paid the reasonable expenses of the Authority, the Trustee and any fiduciaries for Parity Obligations resulting from such declaration, and any and all other defaults known to the Trustee (other than in the payment of the entire amount of the unpaid 2025A Installment Sale Payments due and payable solely by reason of such declaration) shall have been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall have been made therefor, then and in every such case the Trustee, by written notice to the City, may rescind and annul such declaration and its consequences; but no such rescission and annulment shall extend to or shall affect any subsequent default or shall impair or exhaust any right or power consequent thereon. SECTION 6.02. Application of Net Revenues upon Acceleration. All Net Revenues upon the date of the declaration of acceleration by the Trustee as provided in Section 6.01 above and all Net Revenues thereafter received shall be applied in the following order: First, to the payment of the costs and expenses of the Trustee, if any, in carrying out the provisions of this Article, including reasonable compensation to its agents, accountants and counsel and including any indemnification expenses; Second, to the payment of the interest on the 2025A Installment Sale Payments and interest then due and payable on the entire principal amount of the unpaid Parity Obligations, and the unpaid principal components of the 2025A Installment Sale Payments and the principal amount of the Parity Obligations which has become due and payable, whether on the original due date or upon acceleration, with interest on the overdue principal amount of the 2025A Installment Sale Payments at the rate or rates applicable to such 2025A Installment Sale Payments and the principal and interest amounts of the unpaid Parity Obligations at the rate or rates of interest then applicable to such Parity Obligations, and, if the amount available shall not be sufficient to pay in full all the amounts due with respect to the 2025A Installment Sale Payments and the Parity Obligations, together with such interest on the 2025A Installment Sale Payments and interest on Parity Obligations, then to the payment thereof ratably, according to the principal and interest due, without any discrimination or preference. Net Revenues may also be applied to make payments required under any Parity Payment Agreement on a parity with the payments under paragraph Second above, to the extent and in the manner provided by the terms of such Parity Payment Agreement. SECTION 6.03. Other Remedies. The Trustee shall have the right -- 25 4142-9327-8035.3 (a) by mandamus or other action or proceeding or suit at law or in equity to enforce its rights against the City or any councilmember, officer or employee thereof, and to compel the City or any such councilmember, officer or employee to perform and carry out its or his duties under law and the agreements and covenants required to be performed by it or him contained herein; (b) by suit in equity to enjoin any acts or things which are unlawful or violate the rights of the Authority or the Trustee; or (c) by suit in equity upon the happening of an Event of Default to require the City and its council members, officers and employees to account as the trustee of an express trust. SECTION 6.04. Non -Waiver. Nothing in this article or in any other provision hereof shall affect or impair the obligation of the City, which is absolute and unconditional, to pay the 2025A Installment Sale Payments and the interest thereon from the Net Revenues to the Trustee at the respective due dates or upon prepayment, or shall affect or impair the right of the Trustee, which is also absolute and unconditional, to institute suit to enforce such payment by virtue of the contract embodied herein. A waiver of any default or breach of duty or contract by the Trustee shall 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 shall impair any such right or remedy or shall be construed to be a waiver of any such default or breach of duty or contract or an 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 shall be deemed expedient by the Trustee. If any action, proceeding or suit to enforce any right or exercise any remedy is abandoned or determined adversely to the Trustee, the Authority and the City and the Trustee shall be restored to their former positions, rights and remedies as if such action, proceeding or suit had not been brought or taken. SECTION 6.05. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Trustee is intended to be exclusive of any other remedy, and each such remedy shall be cumulative and shall 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. ARTICLE VII DISCHARGE OF OBLIGATIONS SECTION 7.01. Discharge of Obligations. (a) If the City shall pay or cause to be paid all the 2025A Installment Sale Payments together with accrued interest thereon at the times and in the manner provided herein, 26 4142-9327-8035.3 the right, title and interest of the Authority herein and the obligations of the City hereunder shall thereupon cease, terminate, become void and be completely discharged and satisfied. (b) Any unpaid principal component of the 2025A Installment Sale Payments shall on its payment date or date of prepayment be deemed to have been paid within the meaning of and with the effect expressed in subsection (a) of this section if the City makes payment of such 2025A Installment Sale Payments together with accrued interest thereon in the manner provided herein. (c) All or any portion of unpaid principal components of the 2025A Installment Sale Payments shall, prior to their payment dates or dates of prepayment, be deemed to have been paid within the meaning of and with the effect expressed in subsection (a) of this section if (i) notice is provided by the City to the Trustee as required by the Trust Agreement, (ii) there shall have been deposited with the Trustee either money in an amount which shall be sufficient, or Defeasance Securities which are not subject to redemption prior to maturity (including any such Defeasance Securities issued or held in book entry form), the interest on and principal of which when paid will provide money which, together with money, if any, deposited with the Trustee, shall be sufficient (as evidenced by a report of an Independent Certified Public Accountant regarding such sufficiency) to pay when due the principal components of such 2025A Installment Sale Payments or such portions thereof on and prior to their payment dates or their dates of prepayment, as the case may be, together with accrued interest thereon, (iii) an opinion of nationally recognized bond counsel is filed with the Trustee to the effect that such action will not cause the interest on the Bonds to be includable in gross income under the Code for federal income tax purposes, (iv) an opinion of nationally recognized bond counsel to the effect that the Bonds are no longer "Outstanding" under the Trust Agreement and (v) an escrow agreement. Each such report and opinion shall be addressed to the City, the Trustee. (d) After the payment of all 2025A Installment Sale Payments together with accrued interest thereon as provided in this section, and payment of all fees and expenses of the Trustee, the Trustee, upon request of the City, shall cause an accounting for such period or periods as may be requested by the City to be prepared and filed with the City and the Authority and shall execute and deliver to the City and the Authority all such instruments as may be necessary or desirable to evidence such total discharge and satisfaction of the 2025A Installment Sale Agreement, and the Trustee shall pay over and deliver to the City, as an overpayment of the 2025A Installment Sale Payments, all such money or investments held by it pursuant hereto other than such money and such investments as are required for (i) the payment or prepayment of the 2025A Installment Sale Payments, which money and investments shall continue to be held by the Trustee in trust for the payment of the 2025A Installment Sale Payments and accrued interest thereon and shall be applied by the Trustee pursuant to the Trust Agreement and (ii) the fees and expenses of the Trustee, which money and investments shall be paid over to the Trustee. ARTICLE VIII MISCELLANEOUS SECTION 8.01. Liability of the City Limited to Net Revenues. Notwithstanding anything contained herein, the City shall not be required to advance any 27 4142-9327-8035.3 moneys derived from any source of income other than the Net Revenues and moneys in the Electric Revenue Fund for the payment of the 2025A Installment Sale Payments or the interest thereon or for the performance of any agreements or covenants required to be performed by it contained herein. The City may, however, advance moneys for any such purpose so long as such moneys are derived from a source legally available for such purpose and may be legally used by the City for such purpose. The obligation of the City to make the 2025A Installment Sale Payments and the interest thereon is a special obligation of the City payable solely from the Net Revenues and moneys in the Electric Revenue Fund as provided herein, and does not constitute a debt of the City or of the State of California or of any political subdivision thereof within the meaning of any constitutional or statutory debt limitation or restriction. 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 2025A Installment Sale Payments or the interest thereon or the performance or satisfaction of any other obligations of the City hereunder. SECTION 8.02. Amendments. The Authority and the City shall not supplement, amend, modify or terminate any of the terms of this 2025A Installment Sale Agreement unless the conditions set forth in Section 10.15 of the Trust Agreement have been satisfied. SECTION 8.03. Assignment of 2025A Installment Sale Agreement. 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 2025A Installment Sale Payments and any and all rights and privileges it has hereunder and references to the Authority herein (except as to the obligations of the Authority hereunder it being understood that the Trustee shall not assume any responsibility for any duties or covenants or warranties of the Authority hereunder) shall be construed to be references to the Trustee. SECTION 8.04. Benefits of 2025A Installment Sale Agreement Limited to Parties. Nothing contained herein, expressed or implied, is intended to give to any person other than the Authority, the City, the Trustee any right, remedy or claim under or pursuant hereto, and any agreement or covenant required herein to be performed by or on behalf of the Authority, the City, the Trustee shall be for the sole and exclusive benefit of the other party. SECTION 8.05. Successor Is Deemed Included in all References to Predecessor. Whenever the Authority or the City or the Trustee is named or referred to herein, such reference shall be deemed to include the successor to the powers, duties and functions that are presently vested in the Authority or the City or the Trustee, and all agreements and covenants required hereby to be performed by or on behalf of the Authority or the City or the Trustee shall bind and inure to the benefit of the respective successors thereof whether so expressed or not. SECTION 8.06. Waiver of Personal Liability. No councilmember, officer or employee of the City shall be individually or personally liable for the payment of the 2025A Installment Sale Payments, but nothing contained herein shall relieve any councilmember, officer or employee of the City from the performance of any official duty provided by any applicable provisions of law or hereby. 28 4142-9327-8035.3 SECTION 8.07. Article and Section Headings. Gender and References. The headings or titles of the several articles and sections hereof and the table of contents appended hereto shall be solely for convenience of reference and shall not affect the meaning, construction or effect hereof, and words of any gender shall be deemed and construed to include all genders. All references herein to "Articles," "Sections," "Exhibits" and other subdivisions or clauses are to the corresponding articles, sections, exhibits, subdivisions or clauses hereof, and the words "hereby," "herein," "hereof," "hereto," "herewith" and other words of similar import refer to this 2025A Installment Sale Agreement as a whole and not to any particular article, section, exhibit, subdivision or clause hereof. SECTION 8.08. 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 City shall be contrary to law, then such agreement or agreements, such covenant or covenants or such portions thereof shall be null and void and shall be deemed separable from the remaining agreements and covenants or portions thereof and shall in no way affect the validity hereof. The Authority and the City hereby declare that they would have executed this 2025A Installment Sale Agreement, and each and every other article, section, paragraph, subdivision, sentence, clause and phrase hereof 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 8.09. Net Contract. This 2025A Installment Sale Agreement shall be deemed and construed to be a net contract, and the City shall pay absolutely net during the term hereof the 2025A Installment Sale Payments and all other payments required hereunder, free of any deductions and without abatement, diminution or set-off whatsoever. SECTION 8.10. California Law. This 2025A Installment Sale Agreement shall be construed and governed in accordance with the laws of the State of California. SECTION 8.11. Indemnification. The City shall, to the full extent then permitted by law, indemnify, protect, hold harmless, save and keep harmless the Authority and its directors, officers and employees and the Trustee and their directors, officers and employees from and against any and all liability, obligations, losses, claims and damages whatsoever, regardless of the cause thereof, and expenses in connection therewith, including, without limitation, counsel fees and expenses, penalties and interest arising out of or as the result of the entering into of this 2025A Installment Sale Agreement, the acquisition, construction, installation and use of the 2025A Electric System Project and each portion thereof or any accident in connection with the operation, use, condition or possession of the 2025A Electric System Project or any portion thereof resulting in damage to property or injury to or death to any person including, without limitation, any claim alleging latent and other defects, whether or not discoverable by the City or the Authority; any claim for patent, trademark or copyright infringement; and any claim arising out of strict liability in tort. The indemnification arising under this section shall continue in full force and effect notwithstanding the full payment of all obligations hereunder or the termination hereof for any reason. The City agrees not to withhold or abate any portion of the payments required pursuant hereto by reason of any defects, malfunctions, breakdowns or infirmities of the 2025A Electric System Project. The City and the 29 4142-9327-8035.3 Authority mutually agree to promptly give notice to each other of any claim or liability hereby indemnified against following either's learning thereof. SECTION 8.12. Funds. Any fund required to be established and maintained herein by the City may be established and maintained in the accounting records of the City either as an account or a fund, and may, for the purpose 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 any such fund shall at all times be maintained in accordance with sound accounting practice and with due regard for the protection of the security of the Bonds and the rights of the owners thereof. SECTION 8.13. Notices. All written notices to be given hereunder shall be given by mail to the party entitled thereto at its address set forth below, or at such other address as such party may provide to the other party in writing from time to time, namely: If to the City: City of Redding 777 Cypress Avenue Redding, CA 96001 Attention: Director of Finance If to the Authority: Redding Joint Powers Financing Authority 777 Cypress Avenue Redding, CA 96001 Attention: Executive Director Copies of all such written notices shall be given by mail to the Trustee at its addresses set forth below, or at such other address as the Trustee may provide to the Authority and the City in writing from time to time, namely: U.S. Bank Trust Company, National Association One California Street, Suite 1000 San Francisco, CA 94111 Attention: Global Corporate Trust Services Unless otherwise requested by the City, the Authority or the Trustee, any notice required to be given hereunder may be given through means of telecopy, telegraph, telegram, telex, facsimile transmission, e-mail or other similar electronic means of communication confirmed by writing or written transmission. SECTION 8.14. Effective Date. This 2025A Installment Sale Agreement shall become effective upon its execution and delivery, and shall terminate when the Purchase Price shall have been fully paid (or provision for the payment thereof shall have been made pursuant to Article VII). 30 4142-9327-8035.3 SECTION 8.15. Execution in Counterparts. This 2025A Installment Sale Agreement may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. 31 4142-9327-8035.3 IN WITNESS WHEREOF, the parties hereto have executed this 2025A Installment Sale Agreement by their officers thereunto duly authorized. ME City Manager REDDING JOINT POWERS FINANCING AUTHORITY Executive Director (Signature Page to 2025A Installment Sale Agreement) 4142-9327-8035.3 - - = 2025A ELECTRIC SYSTEM PROJECT The 2025A Electric System Project consists of the following additions, betterments, extensions and improvements to the electric utility system of the City of Redding ("City"): • Overhead/Underground Infrastructure Enhancements/Modernization. • Substation Security Improvements • Redding Power Plant Maintenance & Operations Building • Transmission & Distribution Facility Enhancements/Upgrades • Back-up Power Control Center Relocation and Enhancements • Geographic Information System Utility Network Upgrade/Software Replacement • Major Maintenance to Redding Power Plant • General System Improvements in each case as may be specified by the City, including costs reimbursable to the City, and all reports, surveys and feasibility studies relating to such project, and with such additions, substitutions and deletions as shall be specified in a Certificate of the City stating that such additions, substitutions or deletions constitute improvements to the Electric System, Exhibit A 4142-9327-8035.3 Norton Rose Fulbright US LLP draft 314125 $[PAR AMOUNT] Redding Joint Powers Financing Authority Electric System Revenue Bonds, 2025 Series A PURCHASE CONTRACT [ ], 2025 Redding Joint Powers Financing Authority Redding, California City of Redding, California Redding, California Ladies and Gentlemen: The undersigned, J.P. Morgan Securities LLC (the "Underwriter"), hereby offers to enter into this Purchase Contract (the "Purchase Contract") with the Redding Joint Powers Financing Authority (the "Authority") and the City of Redding (the "City"), which, upon the acceptance of this offer by the Authority and the City, will be binding upon the Authority, the City and the Underwriter. This offer is made subject to written acceptance by the Authority and the City prior to 11:59 P.M., California time, on the date hereof. If this offer is not so accepted, this offer will be subject to withdrawal by the Underwriter upon notice delivered to the Authority and the City at any time prior to acceptance by the Authority and the City. Upon acceptance, this Purchase Contract shall be in full force and effect in accordance with its terms and shall be binding upon the Authority, the City and the Underwriter. All capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in the Official Statement (as defined herein). Purchase, Sale and Delivery of the Bonds. (a) Subject to the terms and conditions, and in reliance upon the representations, warranties and agreements set forth herein, the Underwriter hereby agrees to purchase and the Authority agrees to sell and deliver to the Underwriter all (but not less than all) of the $[PAR AMOUNT] Redding Joint Powers Financing Authority Electric System Revenue Bonds, 2025 Series A (the "Bonds"). The Bonds shall be dated the date of delivery thereof and shall mature on such dates and shall bear interest at such rates set forth in Schedule I attached hereto. Interest on the Bonds shall be payable semiannually on June 1 and December 1 of each year, commencing June 1, 2025. The purchase price for the Bonds shall be $[ ] (consisting of the aggregate principal amount of the Bonds plus $[ ] of [net] original issue premium, less $[ ] of Underwriter's discount). (b) The Bonds shall be issued pursuant to the Marks -Roos Local. Bond Pooling Act of 1985, consisting of Article 4, Chapter 5, Division 7, Title 1 of the Government Code of the State of California (commencing with Section 6584) (the "Bond Law"), and a Trust Agreement, dated as of Error! Unknown document property name. April 1, 2025 (the "Trust Agreement"), by and between the Authority and U.S. Bank Trust Company National Association, as trustee (the "Trustee"), substantially in the form previously submitted to the Underwriter with only such changes therein as shall be agreed upon by the Authority and the Underwriter. The Bonds shall be substantially in the form described in, and shall be issued and secured under the provisions of, the Trust Agreement. The Bonds shall be secured by a pledge, charge and lien upon Revenues which consist primarily of certain installment payments (the "2025A Installment Sale Payments") to be made by the City to the Authority pursuant to an 2025A Installment Sale Agreement, dated as of April 1, 2025 (the "2025A Installment Sale Agreement"), by and between the City and the Authority. The proceeds of the Bonds will be used to (i) finance the costs of certain capital improvements of the Electric System of the City; and (ii) pay costs of issuance of the Bonds. The City will undertake, pursuant to a Continuing Disclosure Agreement relating to the Bonds (the "Continuing Disclosure Agreement"), to provide certain annual financial information and operating data relating to the Electric System and notices of the occurrence of certain events. A description of this undertaking and the proposed form of Continuing Disclosure Agreement are set forth in the Preliminary Official Statement (as defined herein) and will be set forth in the Official Statement (as defined herein). The Trust Agreement, the 2025A Installment Sale Agreement, the Continuing Disclosure Agreement and this Purchase Contract are herein referred to as the "Financing Documents." (c) At 8:00 A.M., California time, on [ ], 2025, or at such other time or on such other date as mutually agreed upon by the Authority and the Underwriter (such time and date herein referred to as the "Closing Date"), the Authority will, subject to the terms and conditions hereof, sell and deliver, or cause to be delivered, the Bonds to the Underwriter, in definitive form, duly executed and authenticated, together with the other documents mentioned herein, and subject to the terms and conditions hereof, the Underwriter will accept such delivery and pay the purchase price of the Bonds as set forth in subparagraph (a) above in immediately available funds (such delivery and payment being herein referred to as the "Closing") to the order of the Trustee. Sale, delivery and payment as aforesaid shall be made at the offices of Orrick, Herrington & Sutcliffe LLP ("Bond Counsel"), San Francisco, California, or such other place as shall have been mutually agreed upon by the Authority and the Underwriter, except that the Bonds shall be delivered through the Trustee via the F.A.S.T. delivery book -entry system of The Depository Trust Company ("DTC") in New York, New York, or at such other place as shall have been mutually agreed upon by the Authority and the Underwriter, in fully registered book -entry eligible form (which may be typewritten) and registered in the name of Cede & Co. as nominee of DTC. 2. Offering; Determination of Issue Price. (a) The Underwriter agrees to make a bona fide public offering of all of the Bonds at prices not in excess of the initial public offering prices or at yields not lower than the initial public offering yields set forth in the Official Statement. The Underwriter reserves the right to change such initial offering prices or yields from time to time after such offering as they shall deem necessary in connection with the marketing of the Bonds. Except as set forth in subsection (d) below, the Error! Unknown document property name. 2 Underwriter reserves the right to change such initial offering prices after such offering as they shall deem necessary in connection with the marketing of the Bonds. (b) The Underwriter agrees to assist the City in establishing the issue price of the Bonds and shall execute and deliver to the City at Closing an "issue price" or similar certificate, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit E, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Representative, the City and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the initial offering price or prices to the public of Bonds. (c) Except as otherwise set forth in. Schedule I attached hereto, the Authority will treat the first price (meaning single) at which 1.0% of each maturity of the Bonds (the "10% test") is sold to the public as the issue price of that maturity (if different interest rates apply within a maturity, each separate CUSIP number within that maturity will be subject to the 1.0% test). At or promptly after the execution of this Purchase Contract, the Underwriter shall report to the Authority the price or prices at which it has sold to the public each maturity of Bonds. If at that time the 10% test has not been satisfied as to any maturity of the Bonds, the Underwriter agrees to promptly report to the Authority the prices at which it sells the unsold Bonds of that maturity to the public. That reporting obligation shall continue, whether or not the date of Closing (as defined herein) has occurred, until either (i) the Underwriter has sold all Bonds of that maturity or (ii) the 10% test has been satisfied as to the Bonds of that maturity, provided that, the Underwriter's reporting obligation after the date of Closing may be at reasonable periodic intervals or otherwise upon request of the Authority or Bond Counsel (as defined herein). For purposes of this Section, if Bonds mature on the same date but have different interest rates, each separate CUSIP number within that maturity will be treated as a separate maturity of the Bonds. (d) The Underwriter confirms that it has offered the Bonds to the public on or before the date of this Purchase Contract at the offering price or prices (the "initial offering price"), or at the corresponding yield or yields, set forth in Schedule I attached hereto, except as otherwise set forth therein. Schedule I also sets forth, as of the date of this Purchase Contract, the maturities, if any, of the Bonds for which the Underwriter represents that (i) the 10% test has been satisfied (assuming orders are confirmed by the end of the day immediately following the day of execution of this Purchase Contract) and (ii) the 10% test has not been satisfied and for which the Authority and the Underwriter agree that the restrictions set forth in the next sentence shall apply, which will allow the Authority to treat the initial offering price to the public of each such maturity as of the sale date as the issue price of that maturity (the "hold -the -offering -price rule"). So long as the hold -the -offering -price rule remains applicable to any maturity of the Bonds, the Underwriter will neither offer nor sell unsold Bonds of that maturity to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following: (1) the close of the fifth (5th) business day after the sale date; or (2) the date on which the Underwriter has sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. The Underwriter will advise the Authority promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. Error! Unknown document property name. (e) The Underwriter confirms that: (i) any selling group agreement and any third -party distribution agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer who is a member of the selling group and each broker -dealer that is a party to such third -party distribution agreement, as applicable: (A) (1) to report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the date of Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the date of Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter, and (B) to comply with the hold -the -offering -price rule, if applicable, if and for so long as directed by the Underwriter, (B) to promptly notify the Underwriter of any sales of Bonds that, to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and (C) to acknowledge that, unless otherwise advised by the dealer or broker - dealer, the Underwriter shall assume that each order submitted by the dealer or broker - dealer is a sale to the public. (ii) any selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each dealer that is a party to a third -party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker -dealer that is a party to such third -party distribution agreement to (A) report the prices at which it sells to the public the unsold Bonds of each maturity allocated to it, whether or not the date of Closing has occurred, until either all Bonds of that maturity allocated to it have been sold or it is notified by the Underwriter or the dealer that the 10% test has been satisfied as to the Bonds of that maturity, provided that, the reporting obligation after the date of Closing may be at reasonable periodic intervals or otherwise upon request of the Underwriter or the dealer, and (B) comply with the hold -the -offering -price rule, if applicable, if and for so long as directed by the Underwriter or the dealer and as set forth in the related pricing wires. (f) The Authority and the City acknowledge that, in making the representations set forth in this section, the Underwriter will rely on (i) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold -the -offering -price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (ii) in the event that a third -party distribution agreement was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker -dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold -the -offering -price rule, if applicable to the Bonds, as set forth in the third -party distribution agreement and the related pricing wires. Error! Unknown document property name. 4 (g) The Underwriter acknowledges that sales of any Bonds to any person that is a related parry to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to the public for purposes of this section. Further, for purposes of this section: (1) "public" means any person other than an underwriter or a related party, (2) "underwriter" means (A) any person that agrees pursuant to a written contract with the Authority (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a parry to a third -party distribution agreement participating in the initial sale of the Bonds to the public); (3) a purchaser of any of the Bonds is a "related party" to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (i) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and (4) "sale date" means the date of execution of this Purchase Contract by all parties. 3. Use and Preparation of Official Statement. The Authority and the City hereby ratify, confirm and approve of the use and distribution by the Underwriter prior to the date hereof of an official statement in preliminary form dated [ ], 2025 relating to the Bonds (which, together with all appendices thereto, is referred to herein as the "Preliminary Official Statement"). The Authority and the City have deemed final the Preliminary Official Statement as of its date for purposes of Rule 15c2- 12 promulgated under the Securities Exchange Act of 1934 ("Rule 15c2-12"), except for information permitted to be omitted therefrom by Rule 15c2-12. The Authority and the City hereby agrees to deliver or cause to be delivered to the Underwriter, within seven (7) business days of the date hereof and at least in sufficient time to accompany any orders or confirmations that request payment from any customer, copies of the final official statement, dated the date hereof (which, together with all information previously permitted to have been omitted by Rule 15c2-12 and any amendments or supplements to such official statement as have been approved by the Authority, the City and the Underwriter is referred to herein as the "Official Statement") in sufficient quantity to enable the Underwriter to comply with the rules of the Securities and Exchange Commission and the Municipal Securities Rulemaking Board. The Authority and the City hereby approve of the use and distribution by the Underwriter of the Official Statement in connection with the offer and sale of the Bonds. At the time of or prior to the Closing Date, the Underwriter shall file a copy of the Official Statement in printed or electronic form with, and as permitted by, the Municipal Securities Rulemaking Board through its Electronic Municipal Market Access System. The Underwriter shall advise the Authority and the City of the date of such filing. Error! Unknown document property name. 4. Representations, Warranties and Agreements of the Authority. The Authority hereby represents, warrants and agrees with the Underwriter as follows: (a) The Authority is, and will be on the Closing Date, a joint powers agency of the State of California organized and operating pursuant to the laws of the State of California with the full power and authority to issue the Bonds pursuant to the Act, to approve the delivery and distribution of the Preliminary Official Statement, to execute and deliver the Official Statement and to enter into the 2025A Installment Sale Agreement, the Trust Agreement and this Purchase Contract (collectively, the "Authority Documents") and, when executed and delivered by the respective parties thereto, the Authority Documents will constitute the legal, valid and binding obligations of the Authority in accordance with their respective terms. (b) By all necessary official action of the Authority prior to or concurrently with the acceptance hereof, the Authority has duly approved the distribution of the Preliminary Official. Statement and the execution, delivery and distribution of the Official Statement, and has duly authorized and approved the execution and delivery of, and the performance by the Authority of the obligations on its part contained in, the Authority Documents and the consummation by it of all other transactions contemplated by the Preliminary Official Statement, the Official Statement and the Authority Documents. (c) The Authority is not in breach of or default under any applicable constitutional provision, law or administrative regulation to which it is subject or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or to which the Authority or any of its property or assets is otherwise subject, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute such a default or event of default in any material respect under any such instrument; and the issuance of the Bonds, the delivery of the Preliminary Official Statement and the execution and delivery of the Official Statement and the Authority Documents and compliance with the provisions on the Authority's part contained herein and therein, will not in any material respect conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the Authority under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided in the Trust Agreement or the 2025A Installment Sale Agreement. (d) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to the best knowledge of the Authority after reasonable investigation, threatened against the Authority in any material respect affecting the existence of the Authority or the titles of its officers to their respective offices or affecting or seeking to prohibit, restrain or enjoin the issuance, sale or delivery of the Bonds or contesting or affecting, as to the Authority, the validity or enforceability of the Bonds or the Authority Documents or contesting the powers of the Authority or its authority to enter into, adopt or perform its obligations under any of the foregoing, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or any amendment or supplement thereto, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Authority Documents. Error! Unknown document property name. 6 (e) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the Authority of its obligations in connection with the issuance of the Bonds under the Trust Agreement have been duly obtained, except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any state in connection with the offering and sale of the Bonds; and, except as described in or contemplated by the Preliminary Official Statement and the Official Statement, all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, board, agency or commission having jurisdiction of the matter which are required for the due authorization. by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the Authority of its obligations under the Authority Documents have been duly obtained. (f) The Authority will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualification in effect so long as required for distribution of the Bonds; provided, however, that in no event shall the Authority be required to take any action which would subject it to service of process in any jurisdiction in which it is not now so subject. (g) As of its date and the date hereof, the Preliminary Official Statement (excluding information concerning DTC and the book -entry system as to which no representation is made) did not, except as to the information permitted to be omitted by Rule 15c2-12, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (h) As of the date thereof and at all times subsequent thereto to and including the date which is 25 days following the End of the Underwriting Period (as such term is hereinafter defined) for the Bonds, the Official Statement (excluding information concerning DTC and the book - entry system and the information under the caption "UNDERWRITING" (collectively, the "Excluded Information")) as to which no representation is made) did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (i) If between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Bonds, an event occurs which might or would cause the information contained in the Official Statement, as then supplemented or amended, to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Authority will notify the Underwriter, and, if in the opinion of the Authority, the Underwriter or their respective counsel, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Authority will forthwith prepare and furnish to the Underwriter (at the expense of the Authority) a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to the Underwriter) which will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary Error! Unknown document property name. 7 in order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to prospective purchasers, not misleading. For the purposes of this subsection, between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Bonds, the Authority will furnish such information with respect to itself as the Underwriter may from time to time reasonably request. 0) If the information contained in the Official Statement is amended or supplemented pursuant to paragraph (i) of this Section 4, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto up to and including the date which is 25 days after the End of the Underwriting Period for the Bonds, the portions of the Official Statement so supplemented or amended will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (k) After the Closing Date, the Authority will not participate in the issuance of any amendment of or supplement to the Official Statement to which, after being furnished with a copy, the Underwriter shall reasonably object in writing. (1) As used herein and for the purposes of the foregoing, the term "End of the Underwriting Period" for the Bonds shall mean the earlier of (i) the Closing Date unless the Authority and the City shall have been notified in writing to the contrary by the Underwriter on or prior to the Closing Date, or (ii) the date on which the End of the Underwriting Period for the Bonds has occurred under Rule 15c2-12; provided, however, that the Authority and the City may treat as the End of the Underwriting Period for the Bonds the date specified as such in a notice from the Underwriter stating the date which is the End of the Underwriting Period. (m) The Authority will apply, or cause the application of, the proceeds of the Bonds in accordance with the 2025A Installment Sale Agreement and the Trust Agreement. (n) Any certificate signed by any authorized official of the Authority, and delivered to the Underwriter in connection with the delivery of the Bonds, shall be deemed a representation and warranty by the Authority to the Underwriter as to the statements made therein. 5. Representations, Warranties and Agreements of the City. The City hereby represents, warrants and agrees with the Underwriter as follows: (a) The City is and has all necessary power and authority to enter into and perform its duties under the 2025A Installment Sale Agreement, the Continuing Disclosure Agreement and this Purchase Contract (collectively, the "City Documents") and, when executed and delivered by the respective parties thereto, the City Documents will constitute the legal, valid and binding obligations of the City in accordance with their respective terms. (b) By all necessary official action of the City prior to or concurrently with the acceptance hereof, the City has duly approved the distribution of the Preliminary Official Statement and the execution, delivery and distribution of the Official Statement, and has duly authorized and approved the execution and delivery of, and the performance by the City of the obligations on its part contained in, the City Documents and the consummation by it of all other transactions contemplated by the Preliminary Official Statement, the Official Statement and the City Documents. Error'. Unknown document property name. (c) The City is not in any material respect in breach of or default under any applicable constitutional provision, law or administrative regulation to which it is subject or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or to which the City or any of its property or assets is otherwise subject, and no event has occurred and is continuing which with the passage of time or the giving of notice, or both, would constitute such a default or event of default in any material respect under any such instrument; and the issuance of the Bonds, the delivery of the Preliminary Official Statement and the execution and delivery of the Official Statement and the City Documents and compliance with the provisions on the City's part contained herein and therein, will not in any material. respect conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the City is a party or is otherwise subject, nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the City under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided in the 2025A Installment Sale Agreement. (d) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, pending or, to the best knowledge of the City after reasonable investigation, threatened against the City in any material respect affecting the existence of the City or the titles of its officers to their respective offices or affecting or seeking to prohibit, restrain or enjoin the issuance, sale or delivery of the Bonds or contesting or affecting, as to the City, the validity or enforceability of the Bonds or the City Documents or contesting the powers of the City or its authority to enter into, adopt or perform its obligations under any of the foregoing, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or any amendment or supplement thereto, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the City Documents. (e) Except as described in or contemplated by the Preliminary Official Statement and the Official Statement, all authorizations, approvals, licenses, permits, consents and orders of any governmental authority, board, agency or commission having jurisdiction of the matter which are required for the due authorization by, or which would constitute a condition precedent to or the absence of which would materially adversely affect the due performance by, the City of its obligations under the City Documents have been duly obtained. (f) The City will furnish such information, execute such instruments and take such other action in cooperation with the Underwriter as the Underwriter may reasonably request in order (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriter may designate and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualification in effect so long as required for distribution of the Bonds; provided, however, that in no event shall the City be required to take any action which would subject it to service of process in any jurisdiction in which it is not now so subject. (g) As of its date and the date hereof, the Preliminary Official Statement (excluding information concerning DTC and the book -entry system as to which no representation is made) did not, except as to the information permitted to be omitted by Rule 15c2-12, contain any untrue statement Error! Unknown document property name. 9 of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (h) As of the date thereof and at all times subsequent thereto to and including the date which is 25 days following the End of the Underwriting Period for the Bonds, the Official Statement (excluding the Excluded Information) as to which no representation is made) did not and will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (i) If between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Bonds, an event occurs which might or would cause the information contained in the Official Statement, as then supplemented or amended, to contain an untrue statement of a material fact or to omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the City will notify the Underwriter, and, if in the opinion of the City, the Underwriter or their respective counsel, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the City will forthwith prepare and furnish to the Underwriter (at the expense of the City) a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to the Underwriter) which will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to prospective purchasers, not misleading. For the purposes of this subsection, between the date hereof and the date which is 25 days after the End of the Underwriting Period for the Bonds, the City will furnish such information with respect to itself as the Underwriter may from time to time reasonably request. 0) If the information contained in the Official Statement is amended or supplemented pursuant to paragraph (i) of this Section 5, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto up to and including the date which is 25 days after the End of the Underwriting Period for the Bonds, the portions of the Official Statement so supplemented or amended (other than the Excluded Information) will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. (k) After the Closing Date, the City will not participate in the issuance of any amendment of or supplement to the Official Statement to which, after being furnished with a copy, the Underwriter shall reasonably object in writing. (1) As used herein and for the purposes of the foregoing, the term "End of the Underwriting Period" for the Bonds shall mean the earlier of (i) the Closing Date unless the Authority shall have been notified in writing to the contrary by the Underwriter on or prior to the Closing Date, or (ii) the date on which the End of the Underwriting Period for the Bonds has occurred under Rule 15c2-12; provided, however, that the Authority may treat as the End of the Underwriting Period for the Bonds the date specified as such in a notice from the Underwriter stating the date which is the End of the Underwriting Period. (m) The City will apply, or cause the application of, the proceeds of the Bonds in accordance with the 2025A Installment Sale Agreement and the Trust Agreement. Error! Unknown document property name 10 (n) Other than as described in the Official Statement, as of the time of acceptance hereof and as of the Closing Date the City does not and will not have outstanding any indebtedness which is secured by a lien on the Net Revenues (as defined in the Official. Statement) or moneys in the City's Electric Revenue Fund superior to or on a parity with the lien of the Bonds thereon. (o) Between the date of this Purchase Contract and the Closing Date, the City will not, without the prior written consent of the Underwriter, and except as disclosed in the Preliminary Official Statement and the Official Statement, offer or issue any bonds, notes or other obligations for borrowed money, or incur any material liabilities, direct or contingent, payable from the Net Revenues. (p) Except as disclosed in the Preliminary Official Statement and the Official Statement, the City has not failed to comply in all material respects with the terms of any continuing disclosure obligation under Rule 15c2-12 within the past five years. (q) The financial statements of, and other financial information regarding the Electric System, in the Preliminary Official Statement and the Official Statement fairly present the financial position and results of the Electric System as of the dates and for the periods therein set forth. (r) Any certificate signed by any authorized official of the Authority or the City, and delivered to the Underwriter in connection with the delivery of the Bonds, shall be deemed a representation and warranty by the Authority or the City, as applicable, to the Underwriter as to the statements made therein. 6. Conditions to the Obligations of the Underwriter. The Underwriter hereby enters into this Purchase Contract in reliance upon the representations and warranties of the Authority and the City contained herein and the representations and warranties of the Authority and the City to be contained in the documents and instruments to be delivered on or prior to the Closing Date and upon the performance by the Authority and the City of their obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the Underwriter's obligations under this Purchase Contract to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the option of the Underwriter, to the accuracy in all material respects of the representations and warranties of the Authority and the City contained herein as of the date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the Authority and the City made in any certificate or other document furnished pursuant to the provisions hereof, to the performance by the Authority and the City of their obligations to be performed hereunder and under such documents and instruments at or prior to the Closing Date, and also shall be subject to the following additional conditions: (a) The Underwriter shall receive, within seven (7) business days of the date hereof and at least in sufficient time to accompany any orders or confirmations that request payment from any customer, copies of the Official Statement (including all information previously permitted to have been omitted by Rule 15c2-12 and any amendments or supplements as have been approved by the Underwriter), in such quantity as the Underwriter shall have requested pursuant to Section 2 hereof, (b) The representations and warranties of the Authority and the City contained herein shall be true and correct on the date hereof and on the Closing Date, as if made on and at the Closing Date; Error! Unknown document property name. 11 (c) As of the Closing Date, the Financing Documents shall have been duly authorized, executed and delivered by the respective parties thereto, and the Official. Statement shall have been duly authorized, executed and delivered by the Authority and the City, all in substantially the forms heretofore submitted to the Underwriter, with only such changes as shall have been agreed to in writing by the Underwriter, and such Financing Documents shall be in full force and effect and shall not have been amended, modified or supplemented and the Official Statement shall not have been supplemented or amended, except in any such case as may have been agreed to by the Underwriter; and there shall be in full force and effect such resolution or resolutions of the Governing Board of the Authority and the City Council of the City as, in the opinion of Bond Counsel, shall be necessary or appropriate in connection with the transactions contemplated hereby; (d) Between the date hereof and the Closing Date, the market price or marketability, at the initial public offering prices set forth in the Official. Statement, of the Bonds shall not have been materially adversely affected, in the reasonable judgment of the Underwriter (evidenced by a written notice to the Authority terminating the obligation of the Underwriter to accept delivery of and make any payment for the Bonds), by reason of any of the following: (1) an amendment to the Constitution of the United States or the State of California shall have been passed or legislation shall have been introduced in or enacted by the Congress of the United States or the legislature of any state having jurisdiction of the subject matter or legislation pending in the Congress of the United States shall have been amended or legislation shall have been recommended to the Congress of the United States or to any state having jurisdiction of the subject matter or otherwise endorsed for passage (by press release, other form of notice or otherwise) by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or legislation shall have been proposed for consideration by either such Committee by any member thereof or presented as an option for consideration by either such Committee by the staff of such Committee or by the staff of the Joint Committee on Taxation of the Congress of the United States, or legislation shall have been favorably reported for passage to either House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or a decision shall have been rendered by a court of the United States or of the State of California or the Tax Court of the United States, or a ruling shall have been made or a regulation or temporary regulation shall have been proposed or made or any other release or announcement shall have been made by the Treasury Department of the United States, the Internal Revenue Service or other federal or State of California authority, with respect to federal or State of California taxation upon revenues or other income of the general character to be derived by the Authority or upon interest received on obligations of the general character of the Bonds which may have the purpose or effect, directly or indirectly, of affecting the tax status of the Authority, its property or income, its securities (including the Bonds) or the interest thereon, or any tax exemption granted or authorized by State of California legislation; (2) legislation enacted, introduced in the Congress or recommended for passage by the President of the United States to the effect that obligations of the general character of the Bonds, or the Bonds, including any or all underlying arrangements, are not exempt from registration under the Securities Act of 1933, as amended, or that the Trust Agreement is not exempt from qualification under the Trust Indenture Act of 1939, as amended; Error'. Unknown document property name. 12 (3) the outbreak or escalation in military hostilities or declaration by the United States of a national or international emergency or war or other calamity or crisis or the escalation thereof affecting the financial markets of the United States or elsewhere; (4) an order, decree or injunction of any court of competent jurisdiction, or order, ruling, regulation or official statement by the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, issued or made to the effect that the issuance, offering or sale of obligations of the general character of the Bonds, or the issuance, offering or sale of the Bonds, including any or all underlying obligations, as contemplated hereby or by the Preliminary Official Statement and the Official Statement, is or would be in violation of the federal securities laws as amended and then in effect; (5) the withdrawal or downgrading of any rating of the Bonds or any other outstanding debt of the City's Electric System by Fitch, Inc. or the rating on the Bonds shall have been placed on "Negative Outlook" by Fitch, Inc.; or (6) except as disclosed in or contemplated by the Preliminary Official Statement and the Official Statement, any material adverse change in the affairs of the Electric System shall have occurred. (e) No declaration of a general banking moratorium by federal, New York or California authorities, or the general suspension of trading on any national securities exchange, or a major financial crisis or a material disruption in commercial banking or securities settlement or clearances services shall have occurred. (f) No event shall occur or be discovered which makes untrue or incorrect in any material respect, as of the time of such event, any statement or information contained in the Preliminary Official Statement or the Official Statement or which is not reflected in the Preliminary Official Statement or the Official Statement but should be reflected therein in order to make the statements contained therein not misleading in any material respect and requires an amendment of or supplement to the Official Statement. (g) No imposition by the New York Stock Exchange or other national securities exchange, or any governmental authority, of any material restrictions not now in force with respect to the Bonds or obligations of the general character of the Bonds or securities generally, or the material increase of any such restrictions now in force, including those relating to the extension of credit by, or the charge to the net capital requirements of, the Underwriter. (h) No decision rendered by a court established under Article III of the Constitution of the United States or by the Tax Court of the United States, or an order, ruling, regulation (final, temporary or proposed) or official statement issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter shall have been made or issued to the effect that obligations of the general character of the Bonds, or the Bonds, including any or all underlying arrangements, are not exempt from registration under the Securities Act of 1933, as amended, or that the Trust Agreement is not exempt from qualification under the Trust Indenture Act of 1939, as amended. (i) At or prior to the Closing Date, the Underwriter shall have received the following documents, in each case satisfactory in form and substance to the Underwriter: Error'. Unknown document property name. 13 (1) The Preliminary Official Statement and the Official Statement and each supplement or amendment, if any, thereto, executed by the Authority and the City. (2) Copies of each of the Financing Documents, each duly executed and delivered by the respective parties thereto. (3) The unqualified approving opinion of Bond Counsel, dated the Closing Date and addressed to the Authority, in substantially the form attached to the Official Statement as Appendix F thereto. (4) The supplemental opinion of Bond Counsel dated the Closing Date and addressed to the Underwriter in substantially the form attached hereto as Exhibit A. (5) The opinion of Stradling Yocca Carlson & Rauth LLP, as disclosure counsel, dated the Closing Date and addressed to the City, the Authority and the Underwriter in substantially the form attached hereto as Exhibit B. (6) The opinion of the City Attorney of the City as counsel for the Authority, dated the Closing Date and addressed to the Underwriter, in substantially the form attached hereto as Exhibit C. (7) The opinion of the City Attorney of the City, dated the Closing Date and addressed to the Underwriter, in substantially the form attached hereto as Exhibit D. (8) The opinion of counsel to the Trustee, dated the Closing Date and addressed to the Authority, the City and the Underwriter, to the effect that (i) the Trustee has duly accepted appointment as Trustee under the Trust Agreement, has duly authorized, executed and delivered the Trust Agreement and the Continuing Disclosure Agreement and duly authenticated and delivered the Bonds on the Closing Date; and (ii) the Trust Agreement and the Continuing Disclosure Agreement constitute the legally valid and binding obligations of the Trustee, enforceable against the Trustee in accordance with their terms, except that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws in effect from time to time affecting the rights of creditors generally and except to the extent that the enforceability thereof may be limited by the application of general principles of equity. (9) The opinion of Norton Rose Fulbright US LLP ("Underwriter's Counsel"), dated the Closing Date and addressed to the Underwriter, in form and substance satisfactory to the Underwriter. (10) A certificate or certificates, dated the Closing Date, signed by a duly authorized official of the Authority satisfactory to the Underwriter, in form and substance satisfactory to the Underwriter, to the effect that (i) the representations and warranties of the Authority contained in this Purchase Contract and the other Authority Documents are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date; (ii) there is no action, suit, proceeding, inquiry or investigation pending or, to the best knowledge of such official after reasonable investigation, threatened (a) to restrain or enjoin the authentication, execution, sale or delivery of any of the Bonds, (b) in any way affecting the validity of the Bonds or the Authority Documents or (c) in any way contesting the existence or powers of the Authority; and (iii) nothing has come to the Authority's attention which would cause the Authority to believe that any statement or Error! Unknown document property name. 14 information contained in the Preliminary Official Statement (excluding information permitted to be omitted therefrom under Rule 15c2-12 and the information concerning DTC and the book -entry system included therein and Appendix F thereto), as of its date and as of the date hereof, and the Official. Statement (excluding the information concerning DTC and the book -entry system included therein and Appendix F thereto), as of its date and as of the Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (11) A certificate or certificates, dated the Closing Date, signed by a duly authorized official of the City satisfactory to the Underwriter, in form and substance satisfactory to the Underwriter, to the effect that (i) the representations and warranties of the City contained in this Purchase Contract and the other City Documents are true and correct in all material respects on and as of the Closing Date with the same effect as if made on the Closing Date; (ii) there is no action, suit, proceeding, inquiry or investigation pending or, to the best knowledge of such official after reasonable investigation, threatened (a) to restrain or enjoin the payment of the 2025A Installment Sale Payments (as defined in the Official Statement) or the execution and delivery of the City Documents, (b) in any way contesting or affecting the validity of the City Documents or (c) in any way contesting the existence or powers of the City, nor to the best knowledge of such official after reasonable investigation, is there any basis for any such action, suit, proceeding, inquiry or investigation, wherein an unfavorable decision, ruling or finding would make invalid or materially adversely affect the authorization, execution, delivery or performance by the City of the foregoing; (iii) nothing has come to the City's attention which would cause the City to believe that the Preliminary Official Statement (excluding information permitted to be omitted therefrom under Rule 15c2-12 and the information concerning DTC and the book -entry system included therein and Appendix F thereto), as of its date and as of the date hereof, and the Official Statement (excluding the information concerning DTC and the book -entry system included therein, the information under the caption "UNDERWRITING" and Appendices E and F thereto), as of its date and as of the Closing Date, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and (iv) since June 30, 2024, except as referred to in or as contemplated by the Official Statement, with respect to its Electric System, the City has not incurred any financial liabilities, direct or contingent, or entered into any transactions and there has not been any adverse change in the condition, financial or physical, of the Electric System, in any case that would materially and adversely affect the ability of the City to meet its obligations under the 2025A Installment Sale Agreement and the Bonds. (12) A certificate, dated the Closing Date, signed by a duly authorized official of the Trustee, satisfactory in form and substance to the Underwriter, to the effect that: (i) the Trustee is a national banking association organized and existing under and by virtue of the laws of the United States of America, having the full power and being qualified to enter into and perform its duties under the Trust Agreement and Continuing Disclosure Agreement; (ii) the Trustee is duly authorized to enter into the Trust Agreement and the Continuing Disclosure Agreement and to authenticate and deliver the Bonds to the Underwriter pursuant to the terms of the Trust Agreement; (iii) the execution and delivery of the Trust Agreement and Continuing Disclosure Agreement and compliance with the provisions on the Trustee's part contained therein, and the authentication and delivery of the Bonds will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Trustee is a party or is otherwise subject (except that no representation, warranty or agreement is made with respect to any federal or state securities or Blue Sky laws or regulations), nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any Error'. Unknown document property name. 15 lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets held by the Trustee pursuant to the lien created by the Trust Agreement under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided by the Trust Agreement; and (iv) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, governmental agency, public board or body, served on, or, to the best knowledge of such officer, threatened against, the Trustee, affecting the existence of the Trustee or the titles of its officers to their respective offices, or in any way contesting or affecting the validity or enforceability of the Trust Agreement and Continuing Disclosure Agreement against the Trustee, or contesting the power of the Trustee or its authority to enter into, adopt or perform its obligations under the Trust Agreement and Continuing Disclosure Agreement, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Trust Agreement and Continuing Disclosure Agreement against the Trustee or the authentication and delivery of the Bonds. (13) A certified copy of the general resolution of the Trustee authorizing the execution and delivery of the Trust Agreement and the Continuing Disclosure Agreement. (14) Certified copies of the resolutions of the Authority authorizing the issuance and sale of the Bonds and the execution and delivery of the Authority Documents and the Official Statement. (15) Certified copies of the resolutions of the City authorizing the execution and delivery of the City Documents and the Official Statement. (16) Evidence satisfactory to the Underwriter that the rating on the Bonds described in the Official Statement is in full force and effect as of the Closing Date. (17) A copy of the Preliminary Blue Sky Survey with respect to the Bonds, if any, prepared by Underwriter's Counsel. (18) A copy of the audited financial statements of the City's Electric Utility Fund included as Appendix A to the Official Statement. (19) Tax certifications by the Authority and the City in form and substance acceptable to Bond Counsel. (20) Evidence that a federal tax information form 8038-G has been prepared for filing with respect to the Bonds. (21) A copy of the Notice of Final Sale required to be delivered to the California Debt and Investment Advisory Commission pursuant to Section 8855 of the California Government Code. (22) Such additional legal opinions, certificates, proceedings, instruments and other documents as the Underwriter, Underwriter's Counsel or Bond Counsel may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the representations of the Authority and the City herein and of the statements and information contained in the Preliminary Official Statement and the Official Statement, and the due performance or satisfaction by the Authority and the City on or prior to the Closing Date of all agreements then to be Error! Unknown document property name. 16 performed and all conditions then to be satisfied by the Authority and the City in connection with the transactions contemplated hereby and by the Preliminary Official. Statement and the Official Statement and the Financing Documents. If the Authority shall be unable to satisfy the conditions to the Underwriter's obligations contained in this Purchase Contract or if the Underwriter's obligations shall be terminated for any reason permitted herein, all obligations of the Underwriter hereunder may be terminated by the Underwriter at, or at any time prior to, the Closing Date by written notice to the Authority and neither the Underwriter nor the Authority shall have any further obligations hereunder. Reserved. Expenses. (a) The Underwriter shall be under no obligation to pay, and the Authority or the City shall pay, any expenses incident to the performance of the Authority's obligations hereunder including, but not limited to: (i) the cost of preparation, printing and distribution of the Financing Documents, the Preliminary Official Statement, the Official Statement and any supplements or amendments thereto, including a reasonable number of certified or conformed copies thereof, (ii) the cost of preparation and printing of the Bonds; (iii) the fees and disbursements of Bond Counsel and disclosure counsel; (iv) the fees and disbursements of any engineers, accountants and other experts, consultants, advisors, dissemination agents or other service providers retained by the Authority or the City; (v) fees for bond ratings (which include fees of rating agencies and travel expenses of the Authority or the City); and (vi) the Underwriter's out-of-pocket expenses incurred with respect to the financing, including (a) air travel and hotel costs in connection with the pricing of the Bonds, any investor meetings, any rating agency trips and the Closing, (b) meals and transportation for the Authority or the City, the Underwriter and other working group personnel during such trips, (c) expenses related to attending working group meetings, such as parking, meals and transportation, and (d) any other miscellaneous costs related to the Closing. (b) The Underwriter shall pay: (i) the cost of preparation and printing of this Purchase Contract and the Preliminary Blue Sky; (ii) all advertising expenses and Blue Sky filing fees in connection with the public offering of the Bonds; (iii) fees, if any, payable to the California Debt and Investment Advisory Commission, the Municipal Securities Rulemaking Board and the fees associated with obtaining CUSIP numbers for the Bonds in connection with the execution and delivery of the Bonds; and (iv) all other expenses incurred by them in connection with the public offering of the Bonds not outlined in (a) above, including the fees and disbursements of Underwriter's Counsel. (c) The Authority and the City acknowledge that they have had an opportunity, in consultation with such advisors as it may deem appropriate, if any, to evaluate and consider the fees and expenses being incurred as part of the issuance of the Bonds. 9. Notices. Any notice or other communication to be given (i) to the Authority under this Purchase Contract may be given by delivering the same in writing to the Authority, 777 Cypress Avenue, Redding, California 96001, (ii) to the City under this Purchase Contract may be given by delivering the same in writing to the City, 777 Cypress Avenue, Redding, California 96001, and (iii) to the Underwriter under this Purchase Contract may given by delivering the same in writing to the Underwriter: J.P. Morgan Securities LLC, 560 Mission Street, Floor Three, San Francisco, California 94105, Attention: Tyler Old. Error! Unknown document property name. 17 1.0. Survival of Representations and Warranties. The Auhtority's and the City's representations, warranties and agreements contained in this Purchase Contract or made in any certificate delivered hereunder shall remain operative and in full force and effect, regardless of (i) any investigations or statements made by or on behalf of the Underwriter; and (ii) delivery of and payment for the Bonds pursuant to this Purchase Contract. 11. Effectiveness and Counterpart Signatures. This Purchase Contract shall become effective and binding upon the respective parties hereto upon the execution of the acceptance hereof by duly authorized officers of the Authority and duly authorized officers of the City and shall be valid and enforceable as of the time of such acceptance. This Purchase Contract may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument. 1.2. Parties in. Interest. This Purchase Contract is made solely for the benefit of the Authority, the City and the Underwriter (including the successors or assigns of the Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof. 13. No Fiduciary. Each of the Authority and the City acknowledges and agrees that (i) the purchase and sale of the Bonds pursuant to this Purchase Contract is an arm's-length commercial transaction between the Authority, the City and the Underwriter, and that the Underwriter has financial and other interests that differ from those of the Authority and the City, (ii) in connection therewith and with the discussions, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as principal and is not acting as the agent or fiduciary of the Authority or the City, (iii) the Underwriter has not assumed an advisory or fiduciary responsibility in favor of the Authority or the City with respect to the offering contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or are currently providing other services to the Authority or the City on other matters) and the Underwriter has no obligation to the Authority or the City with respect to the offering contemplated hereby except the obligations expressly set forth in this Purchase Contract and (iv) the Authority and the City have consulted their own legal, financial and other advisors to the extent they have deemed appropriate. 14. Electronic Signatures. Each of the parties hereto agrees that the transaction consisting of this Purchase Contract may be conducted by electronic means. Each party agrees, and acknowledges that it is such party's intent, that if such party signs this Purchase Contract using an electronic signature, it is signing, adopting, and accepting this Purchase Contract and that signing this Purchase Contract using an electronic signature is the legal equivalent of having placed its handwritten signature on this Purchase Contract on paper. Each party acknowledges that it is being provided with an electronic or paper copy of this Purchase Contract in a usable format. 15. Waiver of Jury Trial. TO THE EXTENT PERMITTED BY LAW, THE AUTHORITY, CITY AND THE UNDERWRITER HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVE ANY RIGHT TO TRIAL BY JURY THE AUTHORITY, CITY OR THE UNDERWRITER MAY HAVE IN ANY ACTION OR PROCEEDING, IN LAW OR IN EQUITY, IN CONNECTION WITH THIS PURCHASE CONTRACT OR ANY TRANSACTIONS RELATED HERETO. 16. Headings. The headings of the sections of this Purchase Contract are inserted for convenience only and shall not be deemed to be a part hereof. Error! Unknown document property name. 18 [Signature page follows.] Error! Unknown document property name. 19 1.7. Governing Law. This Purchase Contract shall be construed in accordance with the laws of the State of California. Very truly yours, J.P. MORGAN SECURITIES LLC Executive Director Accepted: REDDING JOINT POWERS FINANCING AUTHORITY By: Executive Director CITY OF REDDING City Manager ACCEPTED at p.m. California time this day of , 2025 Error! Unknown document property name. S-1 SCHEDULEI Redding Joint Powers Financing Authority Electric System Revenue Bonds, 2025 Series A MATURITY SCHEDULE Payment Dates Principal Interest (June 1) Amount Rate Yield [] $ % % Price $[ ] [_]% Term 2025A Bonds due June 1, 20[ ] — Yield: [_]%; Price: [ ] C Priced to par call on June 1, 20[ ] * 10% Test Maturities ** Hold -the -Price Maturity Error! Unknown document property name. 1-1 Redemption of the Bonds Optional Redemption. The Bonds maturing on or before June 1, 20 are not subject to optional redemption prior to maturity. The Bonds maturing on and after June 1, 20 are subject to redemption prior to their respective stated maturities at the direction of the Authority, from moneys deposited by the Authority or the City from any source of available funds, as a whole or in part on any date (in such maturities as are designated by the Authority at the direction of the City, or if the Authority fails to designate such maturities, in inverse order of maturity and by lot within a maturity) on or after June 1, 20_, at a redemption price equal to the principal amount of the Bonds called for redemption together with accrued interest to the date fixed for redemption, without premium. Mandatory Redemption. The term Bonds maturing on June 1, 20 are subject to mandatory redemption prior to maturity, in part by lot, commencing on June 1, 20_ and on each June 1 thereafter to and including June 1, 20 , from scheduled 2025A Installment Sale Payments made by the City on such dates, at a redemption price equal to the principal amount of the Bonds to be redeemed, together with accrued interest thereon to the date fixed for redemption, without premium, according to the following schedule (subject to modification in the event of optional redemption as described above): Bonds maturing June 1, 20[_] Redemption Date Principal (June 1) Amount t Final Maturity. Error! Unknown document property name. 1-2 FORM OF SUPPLEMENTAL OPINION OF BOND COUNSEL , 2025 J.P. Morgan Securities LLC, San Francisco, California Re: $[PAR AMOUNT] Redding Joint Powers Financing Authority Electric System Revenue Bonds, 2025 Series A Ladies and Gentlemen: This letter is addressed to you, as Underwriter, pursuant to Section 6(i)(4) of the Purchase Contract, dated , 2025 (the "Purchase Contract"), among you, the Redding Joint Powers Financing Authority (the "Authority") and the City of Redding (the "City"), providing for the purchase of $ principal amount of Redding Joint Powers Financing Authority Electric System Revenue Bonds, 2025 Series A (the "Bonds"). The Bonds are being issued pursuant to a trust agreement, dated as of 1, 2025 (the "Trust Agreement"), between the Authority and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Trust Agreement or, if not defined in the Trust Agreement, in the Purchase Contract. We have delivered our final legal opinion (the "Bond Opinion") as bond counsel to the Authority concerning the validity of the Bonds and certain other matters, dated the date hereof and addressed to the Authority. You may rely on such opinion as though the same were addressed to you. In connection with our role as bond counsel to the Authority, we have reviewed the Purchase Contract, the Trust Agreement, the 2025A Installment Sale Agreement, dated as of 1, 2025 (the "Agreement'), by and between the Authority and the City, the Tax Certificate, dated the date hereof (the "Tax Certificate"), certain provisions of the [printed/posted] preliminary official statement of the Authority, dated , 2025, with respect to the Bonds (the "Preliminary Official Statement'), certain provisions of the [printed/posted] official statement of the Authority, dated , 2025, with respect to the Bonds (the "Official Statement'), opinions of counsel to the Authority, the City and the Trustee, certificates of the Authority, the City, the Trustee and others, and such other documents, opinions and matters to the extent we deemed necessary to render the opinions set forth herein. The opinions expressed herein are based on an analysis of existing laws, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities. Such opinions may be affected by actions taken or omitted or events occurring after the original delivery of the Bonds on the date hereof. We have not undertaken to determine, or to inform any person, whether any such actions are taken or omitted or events do occur or any other matters come to our attention after the original delivery of the Bonds on the date hereof We have assumed the genuineness of all documents and signatures provided to us and the due and legal execution and delivery of each such document by each party thereto other than the Authority and the City and that each such document constitutes a valid and binding agreement of such party. We have assumed, without undertaking to verify, the accuracy of the factual matters represented, warranted or certified in the documents, and of the legal conclusions Error'. Unknown document property name. A- I contained in the opinions, referred to in the third paragraph hereof We have further assumed compliance with all covenants and agreements contained in such documents. In addition, we call attention to the fact that the rights and obligations under the Bonds, the Trust Agreement, the Agreement, the Tax Certificate and the Purchase Contract and their enforceability may be subject to bankruptcy, insolvency, receivership, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors' rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against governmental entities such as the Authority and the City in the State of California. We express no opinion with respect to any indemnification, contribution, liquidated damages, penalty (including any remedy deemed to constitute a penalty), right of set-off, arbitration, judicial reference, choice of law, choice of forum, choice of venue, non -exclusivity of remedies, waiver or severability provisions contained in the foregoing documents, nor do we express any opinions with respect to the state or quality of title to or interest in any real or personal property described in or as subject to the lien of the Trust Agreement or the Agreement or the accuracy or sufficiency of the description contained therein of, or the remedies available to enforce liens on, any such property. Finally, we undertake no responsibility for the accuracy, except as expressly set forth in numbered paragraph 3 below, completeness or fairness of the Preliminary Official Statement, the Official Statement or other offering material relating to the Bonds and express no view with respect thereto. Based on and subject to the foregoing, and in reliance thereon, as of the date hereof, we are of the following opinions: L The Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Trust Agreement is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended. 2. The Purchase Contract has been duly executed and delivered by, and constitutes a valid and binding agreement of, the Authority and the City. 3. The statements contained in the Preliminary Official Statement and in the Official Statement under the captions "THE 2025A BONDS," "SECURITY AND SOURCES OF PAYMENT FOR THE 2025A BONDS," and "TAX MATTERS," and in "APPENDIX D — SUMMARY OF CERTAIN PROVISIONS OF THE PRINCIPAL LEGAL DOCUMENTS," and "APPENDIX F — PROPOSED FORM OF OPINION OF BOND COUNSEL," excluding any material that may be treated as included under such captions by cross reference or reference to other documents or sources, insofar as such statements expressly summarize certain provisions of the Trust Agreement, the Agreement, and certain matters addressed in the Bond Opinion, are accurate in all material respects. This letter is furnished by us as bond counsel to the Authority. No attorney -client relationship has existed or exists between our firm and you in connection with the Bonds or by virtue of this letter. We disclaim any obligation to update this letter. This letter is delivered to you as underwriter of the Bonds, is solely for your benefit as such underwriter in connection with the original delivery of the Bonds on the date hereof, and is not to be used, circulated, quoted or otherwise referred to or relied upon for any other purpose or by any other person. This letter is not intended to, and may not, be relied upon by owners of the Bonds or by any other party to whom it is not specifically addressed. Error! Unknown document property name. A-2 Very truly yours, Error! Unknown document property name. A-3 1 FORM OF OPINION OF DISCLOSURE COUNSEL [Closing Date], 2025 Redding Joint Powers Financing Authority Redding, California City of Redding Redding, California J.P. Morgan Securities LLC, as Underwriter San Francisco, California Re: $ Redding Joint Powers Financing Authority Electric System Revenue Bonds, 2025 Series A Ladies and Gentlemen: We have acted as Disclosure Counsel to the City of Redding (the "City") in connection with the offering and sale of the Redding Joint Powers Financing Authority Electric System Revenue Bonds, 2025 Series A in the aggregate principal amount of $ (the "Bonds"). The Bonds are being issued pursuant to the Marks -Roos Local Bond Pooling Act of 1985, consisting of Article 4, Chapter 5, Division 7, Title 1 of the Government Code of the State of California (commencing with Section 6584), and a Trust Agreement, dated as of April 1, 2025, by and between the Redding Joint Powers Financing Authority (the "Authority") and U.S. Bank Trust Company, National Association, as trustee. The Bonds were sold by the Authority to J.P. Morgan Securities LLC, as underwriter (the "Underwriter"), and are being delivered on the date hereof, pursuant to a Purchase Contract, dated [BPA DATE], 2025 (the "Purchase Contract"), among the Authority, the City and the Underwriter. We have reviewed the Preliminary Official Statement dated [POS DATE], 2025 with respect to the Bonds (the "Preliminary Official Statement") and the Official Statement dated [OS DATE], 2025 with respect to the Bonds (the "Official Statement"), the letters, certificates and opinions delivered pursuant to the Purchase Contract and otherwise in connection with the Bonds on the date hereof, and such other records, opinions and documents, and we have made such investigations of law and fact, as we have deemed appropriate as a basis for the conclusions hereinafter expressed. Unless otherwise indicated, capitalized terms used herein have the respective meanings given to such terms in the Official Statement. We have assumed, but not independently verified, that the signatures on all documents, letters, opinions and certificates which we have examined are genuine, and that all documents submitted to us are authentic and were duly and properly executed by the parties thereto. We have also assumed, without undertaking to verify, the accuracy of the factual matters represented, warranted or certified in the documents, and of the legal conclusions contained in the opinions, referred to in the second paragraph hereof. Error! Unknown document property name. B-1 The conclusions that are expressed herein are based on an analysis of existing laws, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities. Such conclusions may be affected by actions taken or omitted or events occurring after the date hereof. We have not undertaken to determine, or to inform you or any other person, whether any such actions are taken or omitted or whether such events do occur or any other matters come to our attention after the date hereof. In our capacity as Disclosure Counsel, we have rendered certain legal advice and assistance to the City in connection with the preparation of the Preliminary Official Statement and the Official. Statement. Rendering such legal advice and assistance involved, among other things, discussions and inquiries concerning various legal matters, review of certain records, documents and proceedings, and participation in conferences with, among others, representatives of the Authority and the City, the City Attorney, Orrick, Herrington & Sutcliffe LLP, as Bond Counsel, PFM Financial Advisors LLC, as municipal advisor to the City, the Underwriter, Norton Rose Fulbright US LLP, as counsel to the Underwriter, and others, during which conferences the contents of the Preliminary Official Statement and the Official Statement and related matters were discussed. On the basis of the information made available to us in the course of the foregoing (but without having undertaken to determine or verify independently, or assuming any responsibility for, the accuracy, completeness or fairness of any of the statements contained in the Preliminary Official Statement or the Official Statement), as of the date hereof no facts have come to the attention of the personnel in our firm directly involved in rendering legal advice and assistance in connection with the preparation of the Preliminary Official Statement and the Official Statement that causes us to believe that (a) the Preliminary Official Statement as of its date and as of the date of the Purchase Contract contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (excluding therefrom any financial, statistical or economic data or forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions or expressions of opinion contained in the Preliminary Official Statement, information in the Appendices to the Preliminary Official Statement, information on the inside front cover of the Preliminary Official Statement, CUSIP numbers, information under the caption "UNDERWRITING," any information that is incorporated by reference into the Preliminary Official Statement, any information about book -entry or The Depository Trust Company ("DTC") included therein, or information permitted to be omitted therefrom pursuant to Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended ("Rule 15c2-12"), as to all of which no opinion or view is expressed), or (b) the Official Statement as of its date or as of the date hereof contained or contains any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (excluding therefrom any financial, statistical or economic data or forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions or expressions of opinion contained in the Official Statement, information in the Appendices to the Official Statement, information on the inside front cover of the Official Statement, CUSIP numbers, information under the caption "UNDERWRITING," any information that is incorporated by reference into the Official Statement and any information about book -entry or DTC included therein, as to all of which we express no view). We advise you that, other than reviewing the various certificates and opinions required by the Purchase Contract regarding the Preliminary Official Statement and the Official Statement, we have not taken any steps since the date of the Official Statement to verify the accuracy of the statements contained in the Preliminary Official Statement or the Official Statement as of the date hereof. In connection with the Bonds, we were not requested to, and did not, undertake an independent review on the Electronic Municipal Market Access website of the City's past compliance with any continuing disclosure undertaking of the City pursuant to Rule 15c2-12.Our services as Disclosure Counsel to the City did not involve the rendering of financial or other non -legal advice to the City or any other party to the transaction. Error! Unknown document property name. B-2 By acceptance of this letter, you acknowledge that the preceding paragraph is neither a legal opinion. nor a guarantee regarding the Official Statement; rather it is a statement of negative assurance regarding factual information that did not come to the attention of attorneys in our firm working on this matter during the limited activities that we performed as Disclosure Counsel concerning the Official Statement. Further, in accepting this letter the Authority and the City recognize and acknowledge that (i) the scope of those activities performed by us were inherently limited and do not encompass all activities that the Authority and the City may be responsible to undertake in preparing the Official Statement, (ii) those activities performed by us relied substantially on representations, warranties, certifications and opinions made by representatives of the City and others, and are otherwise subject to the matters set forth in this letter, and (iii) while such statements of negative assurance are customarily given to underwriters of municipal bonds to assist them in discharging their responsibilities under federal securities laws, the responsibilities of the Authority and the City under those laws may differ from those of underwriters in material respects, and the preceding paragraph may not serve the same purpose or provide the same utility to them as it would to the underwriters. The conclusions expressed in this letter are limited to matters governed by the federal securities law of the United States, and we assume no responsibility with respect to the applicability or effect of the laws of any other jurisdiction. We are furnishing this letter as Disclosure Counsel to the City, and not as counsel to the Underwriter. No attorney -client relationship has existed or exists between our firm and the Underwriter in connection with the Bonds or by virtue of this letter. We note that the Underwriter are represented by separate counsel retained by them in connection with the sale of the Bonds. This letter is delivered in connection with such transaction, and may not be used, circulated, quoted or otherwise referred to or relied upon by, any other person, firm, corporation or other entity, or filed with any governmental or other administrative agency for any purpose, without our prior written consent. Our engagement with respect to this matter terminates upon the delivery of this letter to you on the date hereof, and we have no obligation to update this letter. Very truly yours, Error! Unknown document property name. B-3 EXHIBIT C FORM OF OPINION OF AUTHORITY COUNSEL 12025 J.P. Morgan Securities LLC Los Angeles, California $[PAR AMOUNT] Redding Joint Powers Financing Authority Electric System Revenue Bonds, 2025 Series A Ladies and Gentlemen: I have served as counsel to the Redding Joint Powers Financing Authority (the "Authority"), a joint exercise of powers authority organized and existing pursuant to Title 1, Division 7, Chapter 5 of the Government Code of the State of California, in connection with the issuance of $ [PAR AMOUNT] principal amount of Redding Joint Powers Financing Authority Electric System Revenue Bonds, 2025 Series A (the "Bonds"). The Bonds are being issued pursuant to a Trust Agreement, dated as of April 1, 2025 (the "Trust Agreement"), by and between the Authority and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). I have examined the following documents: (i) the 2025A Installment Sale Agreement, dated as of April 1, 2025 (the "2025A Installment Sale Agreement"), by and between the Authority and the City, (ii) the Trust Agreement, (iii) the Purchase Contract, dated [ ], 2025 (the "Purchase Contract"), by and among the Authority, J.P. Morgan Securities LLC and the City, (iv) the Preliminary Official Statement, dated [ ], 2025 (the "Preliminary Official Statement") relating to the Bonds, and (v) the Official Statement, dated [ ], 2025 (the "Official Statement") relating to the Bonds, and have made such other investigations of law and fact as I have deemed necessary to render the following opinion. Terms used herein and not defined shall have the meanings given such terms in the Purchase Contract. It is my opinion that: (1) The Authority is a joint exercise of powers agency duly organized and validly existing under and by virtue of the laws of the State of California. (2) The resolution of the Authority (the "Resolution") approving and authorizing the execution and delivery of the Trust Agreement, the 2025A Installment Sale Agreement and the Purchase Contract and approving the delivery and distribution of the Preliminary Official Statement by the Authority and the execution, delivery and distribution of the Official Statement by the Authority was duly adopted at a regular meeting of the Governing Board of the Authority, which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout. The Resolution is in full force and effect and has not been amended, modified, supplemented or rescinded. (3) The Authority has the necessary power and authority to execute and deliver the Trust Agreement, the 2025A Installment Sale Agreement and the Purchase Contract (collectively, the Error! Unknown document property name. C-1 "Authority Documents"). (4) The Official Statement has been duly authorized, executed and delivered, and the Authority Documents have been duly authorized, executed and delivered by the Authority and, assuming due authorization, execution and delivery by and enforceability against the other parties thereto, the Authority Documents constitute legal, valid and binding agreements of the Authority, enforceable in accordance with their respective terms, subject in each case to laws relating to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium, or other laws relating to or affecting the enforcement of creditors' rights generally and the application of equitable principles if equitable remedies are sought, including without limitation concepts of materiality, reasonableness, good faith and fair dealing, to the possible unavailability of specific performance or injunctive relief, and to the limitations on legal remedies against public agencies in the State of California. (5) The execution and delivery of the Authority Documents by the Authority, and compliance by the Authority with the provisions thereof will not conflict with or constitute on the part of the Authority a breach of, or default under, the Joint Exercise of Powers Agreement, dated December _, 1988, by and between the City and the Housing Authority of the City of Redding, or any agreement or other instrument to which the Authority is a party or by which it is bound or any existing law, regulation, court order or decree to which the Authority is subject. (6) Except as described in the Preliminary Official Statement and the Official Statement, no approval, consent or authorization of any governmental or public agency, authority or person is required for the execution, delivery and performance by the Authority of the Authority Documents which has not been obtained, provided that no opinion is expressed with respect to qualification under Blue Sky or other state securities laws. (7) Based upon my participation in the preparation of the Preliminary Official Statement and the Official Statement and without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Preliminary Official Statement and the Official Statement, nothing has come to my attention which would cause me to believe that (a) the Preliminary Official Statement as of its date and as of the date of the Purchase Contract contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (excluding therefrom any financial, statistical or economic data or forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions or expressions of opinion contained in the Preliminary Official Statement, information in the Appendices to the Preliminary Official Statement, information on the inside front cover of the Preliminary Official Statement, CUSIP numbers, information under the caption "UNDERWRITING," any information that is incorporated by reference into the Preliminary Official Statement, any information about book -entry or The Depository Trust Company ("DTC") included therein, or information permitted to be omitted therefrom pursuant to Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended ("Rule 15c2-12"), as to all of which no opinion or view is expressed), or (b) the Official Statement (excluding therefrom the financial statements and the statistical data and the information concerning The Depository Trust Company, the book -entry system, the information under the caption "UNDERWRITING" and in Appendix A and Appendices C through G thereto, as to which no opinion is expressed), as of its date and the date hereof, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. Error! Unknown document property name. C-2 (8) Except as described in the Preliminary Official Statement and the Official Statement, to the best of my knowledge, there is no action, suit, proceeding, inquiry or investigation at law or in equity before or by any court, public board or body, pending or threatened against or affecting the Authority or any of its officers in their respective capacities as such (nor to the best of my knowledge, is there any basis therefor), which questions the creation, organization, existence or powers of the Authority or the title of its officers to their respective offices in connection with the transactions contemplated by the Authority Documents, the Preliminary Official Statement or the Official Statement, or the validity of the proceedings taken by the Authority in connection with the authorization, execution or delivery of the Bonds or the Authority Documents, or wherein any unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by the Authority Documents, the Preliminary Official. Statement or the Official Statement, or which in any way would adversely affect the validity or enforceability of the Authority Documents, or, in any material respect, the ability of the Authority to perform its obligations thereunder. (9) The assignment of rights by the Authority to the Trustee pursuant to the Trust Agreement is effective to grant to the Trustee all of the rights granted thereby (including the right to receive payments paid by City under the 2025A Installment Sale Agreement) free and clear of any lien or security interest or other claim of any third party or entity claiming by or through the Authority other than as set forth in the Preliminary Official Statement and the Official Statement. I am furnishing this letter solely for your benefit. This letter is not to be used, circulated, quoted or otherwise referred to for any other purpose and I have no obligation to update this letter. Very truly yours, Error! Unknown document property name. C-3 C FORM OF OPINION OF CITY ATTORNEY 12025 J.P. Morgan Securities LLC Los Angeles, California $[PAR AMOUNT] Redding Joint Powers Financing Authority Electric System Revenue Bonds, 2025 Series A Ladies and Gentlemen: I have served as counsel to the City of Redding (the "City") in connection with the issuance of $[PAR AMOUNT] principal amount of Redding Joint Powers Financing Authority Electric System Revenue Bonds, 2025 Series A (the "Bonds"). The Bonds are being issued pursuant to a Trust Agreement, dated as of April 1, 2025 (the "Trust Agreement"), by and between the Redding Joint Powers Financing Authority (the "Authority") and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). I have examined the following documents: (i) the 2025A Installment Sale Agreement, dated as of April 1, 2025 (the "2025A Installment Sale Agreement"), by and between the Authority and the City, (ii) the Continuing Disclosure Agreement dated [ ], 2025 (the "Continuing Disclosure Agreement"), by and among the City and the Trustee, as Dissemination Agent, (iv) the Purchase Contract, dated [ ], 2025 (the "Purchase Contract"), by and among the Authority, J.P. Morgan Securities LLC and the City, (iv) the Preliminary Official Statement, dated [ ], 2025 (the "Preliminary Official Statement") relating to the Bonds, and (v) the Official Statement, dated [ ], 2025 (the "Official Statement") relating to the Bonds, and have made such other investigations of law and fact as I have deemed necessary to render the following opinion. Terms used herein and not defined shall have the meanings given such terms in the Purchase Contract. It is my opinion that: (1) The City is a general law city and municipal corporation, duly created, organized and existing under and pursuant to the Constitution and laws of the State of California and duly qualified to furnish electric service within said City. (2) The City has the authority and right to execute, deliver and perform the 2025A Installment Sale Agreement, the Continuing Disclosure Agreement and the Purchase Contract, and the City has complied with the provisions of applicable law in all matters relating to the transactions contemplated by the 2025A Installment Sale Agreement, the Continuing Disclosure Agreement and the Purchase Contract (the "City Documents"). (3) The resolution of the City (the "Resolution") approving and authorizing the execution and delivery of the City Documents and approving the delivery and distribution of the Preliminary Official Statement and the execution, delivery and distribution of the Official Statement was duly adopted at a regular meeting of the City Council, which was called and held pursuant to law and with Error! Unknown document property name. D-1 all public notice required by law and at which a quorum was present and acting throughout. The Resolution is in full force and effect and has not been amended, modified, supplemented or rescinded. (4) The City Documents have been duly authorized, executed and delivered by the City and, assuming due authorization, execution and delivery by and enforceability against the other parties thereto, the City Documents constitute the legal, valid and binding agreements of the City, enforceable in accordance with their respective terms, subject in each case to the laws relating to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium or other laws relating to or affecting the enforcement of creditors' rights generally and the application of equitable principles if equitable remedies are sought, including without limitation concepts of materiality, reasonableness, good faith and fair dealing, to the possible unavailability of specific performance or injunctive relief, and to the limitations on legal remedies against public agencies in the State of California. (5) No approval, consent or authorization of any governmental or public agency, authority or person is required for the execution, delivery and performance by the City of the City Documents, or the performance by the City of its obligations thereunder which has not been obtained. Under the laws of the State of California, the City has the authority to determine, fix, impose and collect rates and charges for electric service and is not presently subject to the regulatory jurisdiction of any state, regional or local governmental regulatory authority. (6) The execution and delivery of the City Documents by the City and compliance with the provisions thereof will not conflict with or constitute a breach of or default under any instrument relating to the organization, existence or operation of the City, or commitment, agreement or other instrument to which the City is a party or by which it or its property is bound or affected, or any ruling, regulation, ordinance, judgment, order or decree to which the City or any of its officers in their respective capacities as such are subject or any provision of the laws of the State of California relating to the City and its affairs. (7) Based upon my participation in the preparation of the Preliminary Official Statement and the Official Statement and without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Preliminary Official Statement or the Official Statement, nothing has come to my attention that would lead me to believe that (a) the Preliminary Official Statement as of its date and as of the date of the Purchase Contract contained any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (excluding therefrom any financial, statistical or economic data or forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions or expressions of opinion contained in the Preliminary Official Statement, information in the Appendices to the Preliminary Official Statement, information on the inside front cover of the Preliminary Official Statement, CUSIP numbers, information under the caption "UNDERWRITING," any information that is incorporated by reference into the Preliminary Official Statement, any information about book -entry or The Depository Trust Company ("DTC") included therein, or information permitted to be omitted therefrom pursuant to Rule 15e2-12 promulgated under the Securities Exchange Act of 1934, as amended ("Rule 15c2-12"), as to all of which no opinion or view is expressed), or (b) the Official Statement (excluding therefrom the financial statements, the statistical data and the information concerning The Depository Trust Company, the book -entry system, the information under the caption "UNDERWRITING" and in Appendix A and Appendices C through G thereto, as to which no opinion is expressed), as of its date and the date hereof, contained or contains any untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, Error! Unknown document property name. D-2 not misleading. (8) There is no action, suit, proceeding, inquiry or investigation at law or in equity, or before any court, public board or body, pending or, to the best of my knowledge, threatened against or affecting the City or any entity affiliated with the City or any of its officers in their respective capacities as such (nor to the best of my knowledge, is there any basis therefor) that questions the powers of the City referred to in paragraph 2 above or in connection with the transactions contemplated by the Preliminary Official Statemen and the Official Statement, or the validity of the proceedings taken by the City in connection with the authorization, execution or delivery of the City Documents, or wherein any unfavorable decision, ruling or finding would adversely affect the transactions contemplated by the City Documents, the Preliminary Official Statement or the Official Statement, or that, in any way, would adversely affect the validity or enforceability of the City Documents or, in any material respect, the ability of the City to perform its obligations under the City Documents. Very truly yours, Error! Unknown document property name. D-3 $[PAR AMOUNT] Redding Joint Powers Financing Authority Electric System Revenue Bonds, 2025 Series A ISSUE PRICE CERTIFICATE The undersigned, J.P. Morgan Securities LLC (the "Underwriter"), hereby certifies as set forth below with respect to the sale and issuance of the above -captioned obligations (the "Bonds") of the Redding Joint Powers Financing Authority (the "Issuer"). 1. Sale of the General Rule Maturities. As of the date of this certificate, for each Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A. 2. Initial Offering Price of the Hold -the -Offering -Price Maturity. (a) The Underwriter has offered the Hold -the -Offering -Price Maturity to the Public for purchase at its initial offering price listed in Schedule A (the "Initial Offering Prices") on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B. (b) As set forth in the Purchase Contract dated [ ], 2025, among the Underwriter and the Issuer, the Underwriter agreed in writing on or prior to the Sale Date that, (i) for the Hold -the - Offering -Price Maturity, they would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the "hold -the -offering -price rule"), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any third -party distribution agreement shall contain the agreement of each broker -dealer who is a party to the third - party distribution agreement, to comply with the hold -the -offering -price rule. Pursuant to such agreement, the Underwriter has not offered or sold any of the Allocated Portion of the Hold -the - Offering -Price Maturity at a price that is higher than its Initial Offering Price for that Maturity of the Bonds during the Holding Period. Defined Terms. (a) Allocated Portion means that portion of the Hold -the -Offering Price Maturity that was retained by or allocated to the Underwriter, as identified in Schedule A. (b) General Rule Maturities means those Maturities of the Bonds listed in Schedule A hereto as the "General Rule Maturities." (c) Hold -the -Offering -Price Maturity means that Maturity of the Bonds listed in Schedule A hereto as the "Hold -the -Offering -Price Maturity." (d) Holding Period means, with respect to a Hold -the -Offering -Price Maturity, the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Error'. Unknown document property name. E-1 Sale Date, or (ii) the date on which the Underwriter sold at least 1.0% of such. Hold -the -Offering -Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold -the - Offering -Price Maturity. (e) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities. (f) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term "related parry" for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (g) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is [ ], 2025. (h) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a third -party distribution agreement participating in the initial sale of the Bonds to the Public). The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents the undersigned's interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Certificate with respect to the Bonds and with respect to compliance with the federal income tax rules affecting the Bonds, and by Orrick, Herrington & Sutcliffe LLP in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. IN WITNESS WHEREOF, the undersigned has executed this certificate on this Ist day of February, 2024. J.P. MORGAN SECURITIES LLC By: _ Name: Title: Error! Unknown document property name. E-2 SCHEDULE A SALE PRICES OF THE GENERAL RULE MATURITIES AND INITIAL OFFERING PRICES OF THE HOLD -THE -OFFERING -PRICE MATURITY (Attached) Error! Unknown document property name. E-3 SCHEDULE B PRICING WIRE OR EQUIVALENT COMMUNICATION (Attached) Error'. Unknown document property name. E-4 Draft of 3103125 X1301y 10ty1►0213 LTO 111%iff 9 WIT" aAimMIN 11 This Continuing Disclosure Agreement (the "Disclosure Agreement"), dated [Closing Date], 2025, is executed and delivered by the City of Redding, California (the "City") and U.S. Bank Trust Company, National Association in its capacity as dissemination agent (the "Dissemination Agent") in connection with the issuance of $ aggregate principal amount of Redding Joint Powers Authority Electric System Revenue Bonds, 2025 Series A (the "Bonds"). The Bonds are being issued pursuant to a Trust Agreement, dated as of April 1, 2025 (the "Trust Agreement"), by and between the Redding Joint Powers Financing Authority and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). In connection therewith the City and the Trustee covenant and agree as follows: Section 1. Purpose of this Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the City and the Dissemination Agent for the benefit of the Holders and Beneficial Owners of the Bonds and in order to assist the Participating Underwriters (as defined herein) in complying with Securities and Exchange Commission Rule 15c2-12(b)(5). Section 2. Definitions. In addition to the definitions set forth above and in the Trust Agreement, which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this Section 2, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the City pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. "Beneficial Owner" shall mean any person who (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries); or (b) is treated as the owner of any Bonds for federal income tax purposes. "Disclosure Representative" shall mean the City Manager or the Director of Finance of the City, or such other officer or employee as the City shall designate in writing to the Trustee from time to time. "Dissemination Agent" shall mean initially, U.S. Bank Trust Company, National Association, acting in its capacity as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the City and which has filed with the Trustee a written acceptance of such designation. "Holder" shall mean either the registered owners of the Bonds or, if the Bonds are registered in the name of The Depository Trust Company or another recognized depository, any applicable participant in such depository system. "Listed Event" shall mean any of the events listed in Section 5(a) of this Disclosure Agreement. "MSRB" shall mean the Municipal Securities Rulemaking Board established pursuant to Section 1513(b)(1) of the Securities Exchange Act of 1934 or any other entity designated or authorized by the Securities and Exchange Commission to receive reports pursuant to the Rule. Until otherwise designated by the MSRB or the Securities and Exchange Commission, filings with the MSRB are to be made through the Electronic Municipal Market Access (EMMA) website of the MSRB, currently located at http://emma.msrb.org. 4858-6329-5853v4/200986-0002 "Official Statement" shall mean the Official Statement dated , 2025, relating to the Bonds. "Participating Underwriter" shall mean any of the original underwriters of the Bonds listed on the cover page of the Official Statement required to comply with the Rule in connection with offering of the Bonds. "Rule" shall mean Rule 15c2-12(b)(5) adopted by the SEC under the Securities Exchange Act of 1934, as the same may be amended from time to time. "SEC" shall mean the United States Securities and Exchange Commission. Section 3. Provision of Annual Reports. (a) The City shall, or shall cause the Dissemination Agent to, not later than 270 days after the end of the City's Fiscal Year (which Fiscal Year presently ends on June 30), commencing with the report for the 2024-25 Fiscal Year, provide to the MSRB an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement. The Annual Report must be submitted in electronic format, accompanied by such identifying information as prescribed by the MSRB. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Agreement; provided that if the audited financial statements of the City's Electric Utility Fund are not available by the date required above for the filing of the Annual Report, the City shall submit the audited financial statements as soon thereafter as available. If the City's Fiscal Year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5. (b) If the City is unable to provide to the MSRB an Annual Report by the date required in subsection (a), the City shall, or shall cause the Dissemination Agent to, send to the MSRB a notice in substantially the form attached hereto as Exhibit A. (c) The Dissemination Agent shall: (i) determine the electronic filing address of, and then -current procedures for submitting Annual Reports to, the MSRB each year prior to the date for providing the Annual Report; and (ii) file a report with the City and (if the Dissemination Agent is not the Trustee, the Trustee) certifying that the Annual Report has been provided to the MSRB pursuant to this Disclosure Agreement, and stating the date it was provided. Section 4. Content of Annual Reports. The City's Annual Report shall contain or include by reference the following categories or similar categories of information updated to incorporate information for the most recent Fiscal Year (the tables referred to below are those appearing in the Official Statement relating to the Bonds): (i) The audited financial statements of the City's Electric Utility Fund (which may be included as a component of the City's city-wide audited financial statements) for the most recently completed Fiscal Year, prepared in accordance with generally accepted accounting principles for governmental enterprises as prescribed from time to time by any regulatory body with jurisdiction over the City and by the 2 4858-6329-5853v4J200986-0002 Governmental. Accounting Standards Board. If the City's Electric Utility Enterprise Fund audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the audited financial statements, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. (ii) Updated information comparable to the information in the table entitled "CITY OF REDDING ELECTRIC UTILITY DEPARTMENT POWER SUPPLY RESOURCES" as it appears in the Official Statement; (iii) Updated information comparable to the information in the table entitled "CITY OF REDDING ELECTRIC UTILITY DEPARTMENT CUSTOMERS, SALES, REVENUES AND DEMAND" as it appears in the Official. Statement; (iv) Updated information comparable to the information in the table entitled "CITY OF REDDING ELECTRIC UTILITY DEPARTMENT SUMMARY OF OPERATING RESULTS" as it appears in the Official Statement; and (v) Updated information comparable to the information in the table entitled "CITY OF REDDING ELECTRIC UTILITY DEPARTMENT OUTSTANDING DEBT OF JOINT POWERS AGENCIES" as it appears in the Official Statement. Financial and operating information relating to the City referenced in items (ii)-(v) above may be updated from time to time, and such updates may involve displaying data in a different format or eliminating data that is no longer material. Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the City or related public entities, which have been submitted to the MSRB or the SEC. If any document included by reference is a final official statement, it must be available from the MSRB. The City shall clearly identify each such other document so included by reference. Section 5. Reporting of Listed Events. (a) Pursuant to the provisions of this Section 5, upon the occurrence of any of the following events (in each case to the extent applicable) with respect to the Bonds, the City shall give, or cause to be given by so notifying the Dissemination Agent in writing and instructing the Dissemination Agent to give, notice of the occurrence of such event, in each case, pursuant to Section 5(c) hereof: 1. principal or interest payment delinquencies; 2. non-payment related defaults, if material; 3. unscheduled draws on the debt service reserves reflecting financial difficulties; 4. unscheduled draws on the credit enhancements reflecting financial difficulties; 5. substitution of credit or liquidity providers, or their failure to perform; 4858-6329-5853v4J200986-0002 6. adverse tax opinions or the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; 7. modifications to the rights of the Bondholders, if material; 8. optional, contingent or unscheduled calls, if material, and tender offers; 9. defeasances; 10. release, substitution or sale of property securing repayment of the Bonds, if material; 11. rating changes; 12. bankruptcy, insolvency, receivership or similar proceedings of the City, which shall occur as described below; 13. the consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of the assets of the City's Electric System other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; 14. appointment of a successor or additional trustee or the change of name of a trustee, if material; 15. incurrence of a Financial Obligation of the City with respect to the Electric System, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a Financial Obligation of the City with respect to the Electric System, any of which affects Holders of the Bonds, if material; or 16. default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the City with respect to the Electric System, any of which reflect financial difficulties. For these purposes, (i) any event described in item 12 of this Section 5(a) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City or its Electric System, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City or its Electric System; and (ii) the City intends to comply with the provisions hereof for the Listed Events described in subparagraphs (15) and (16) of this Section 5(a), and 4 4858-6329-5853v4J200986-0002 the definition of the "Financial. Obligation" in Section 2, with reference to the Rule, any other applicable federal securities laws and guidance provided by the SEC in its Release No. 34-83885 dated August 20, 2018 (the "2018 Release"), any further amendments or written guidance provided by the SEC or its staff with respect to the amendments to the Rule effected by the 2018 Release. (b) Upon receipt of notice from the City and instruction by the City to report the occurrence of any Listed Event, the Dissemination Agent shall provide notice thereof to the MSRB in accordance with Section 5(c) hereof. In the event the Dissemination Agent shall obtain actual knowledge of the occurrence of any of the Listed Events, the Dissemination. Agent shall, immediately after obtaining such knowledge, contact the Disclosure Representative, inform such person of the event, and request that the City promptly notify the Dissemination Agent in writing whether or not to report the event pursuant to Section 5(c). For purposes of this Disclosure Agreement, "actual knowledge" of the occurrence of such Listed Event shall mean actual knowledge by the Dissemination Agent, if other than the Trustee, and if the Dissemination Agent is the Trustee, then by the officer at the corporate trust office of the Trustee with regular responsibility for the administration of matters related to the Trust Agreement. The Dissemination Agent shall have no responsibility to determine the materiality, if applicable, of any of the Listed Events. (c) The City, or the Dissemination Agent, if the Dissemination Agent has been instructed by the City to report the occurrence of a Listed Event pursuant to Section 5(b), shall file a notice of the occurrence of any of the events listed in Section 5(a) hereof with the MSRB in a timely manner not more than ten (10) business days after the occurrence of the event. Section 6. Termination of Reporting Obligation. The City's obligations under this Disclosure Agreement shall terminate with respect to all Bonds upon the maturity, legal defeasance, prior redemption or payment in full of all of the Bonds and with respect to any Bonds upon the maturity, defeasance, prior redemption or payment in full of such Bonds. Section 7. Dissemination Agent. The City may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. If at any time there is not any other designated Dissemination Agent, the Trustee, upon notice from the City, shall be the Dissemination Agent. The initial Dissemination Agent shall be the Trustee. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the City pursuant to this Disclosure Agreement. The Dissemination Agent shall receive compensation for the services provided pursuant to this Disclosure Agreement. Section 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the City and the Dissemination Agent may amend this Disclosure Agreement, (and, to the extent that any such amendment does not materially change or increase its obligations hereunder, the Dissemination Agent shall agree to any amendment so requested by the City), and any provision of this Disclosure Agreement may be waived; provided, that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Section 3(a), Section 4 or Section 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds, or the type of business conducted; 5 4858-6329-5853v4J200986-0002 (b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Holders or Beneficial Owners of the Bonds. In the event of any amendment or waiver of a provision of this Disclosure Agreement, the City shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the City. In addition, if the amendment relates to the accounting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the same manner as for a Listed Event under Section 5(c), and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. Section 9. Filings with the MSRB. All information, operating data, financial statements, notices and other documents provided to the MSRB in accordance with this Disclosure Agreement shall be provided in an electronic format prescribed by the MSRB and shall be accompanied by identifying information as prescribed by the MSRB. Section 10. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the City from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the City chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the City shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. Section 11. Default. In the event of a failure of the City or the Dissemination Agent to comply with any provision of this Disclosure Agreement, the Trustee may (and, at the request of any Participating Underwriter or the Holders of at least 25% of the aggregate principal amount of Outstanding Bonds and upon provision of indemnification satisfactory to the Trustee, shall), or any Holder or Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City or the Dissemination Agent, as the case may be, to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Trust Agreement, and the sole remedy under this Disclosure Agreement in the event of any failure of the City or the Dissemination Agent to comply with this Disclosure Agreement shall be an action to compel performance hereunder. Section 12. Duties, Immunities and Liabilities of Trustee and Dissemination Agent. Section 5.02 of the Trust Agreement is hereby made applicable to this Disclosure Agreement as if the Disclosure Agreement were (solely for this purpose) contained in the Trust Agreement. The 6 4858-6329-5853v4J200986-0002 Dissemination Agent shall be entitled to the protections and limitations on liability afforded to the Trustee thereunder. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement, and the City agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys' fees) of defending against any claim of liability, but excluding any loss, expense and liabilities due to the Dissemination Agent's negligence or willful misconduct. The obligations of the City under this Section 12 shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. Section 1.3. Notices. Any notices or communications to or among any of the parties to this Disclosure Agreement may be given as follows: To the City: City of Redding 777 Cypress Avenue Redding, California 96001 Attention: Finance Officer Phone: (530) 225-4087 Fax: (530) 225-4324 To the Dissemination. Agent: U.S. Bank Trust Company, National Association One California Street, Suite 1000 San Francisco, California 94111 Attention: Global Corporate Trust Services Phone: (415) 677-3597 Fax: (415) 677-3769 Section 14. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the City, the Trustee, the Dissemination Agent, the Participating Underwriters and the Holders and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. [Remainder of page intentionally left blank.] 7 4858-6329-5853v4J200986-0002 Section 15. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. CITY OF REDDING, CALIFORNIA City Manager U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Dissemination Agent Authorized Officer ACKNOWLEDGED: U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Trustee LM Authorized Officer 8 4858-6329-5853v4J200986-0002 a NOTICE TO MSRB OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: REDDING JOINT POWERS FINANCING AUTHORITY Name of Bond Issue: ELECTRIC SYSTEM REVENUE BONDS, 2025 SERIES A Date of Issuance: 12025 NOTICE IS HEREBY GIVEN that the City of Redding, California (the "City") has not provided an Annual Report with respect to the above -named Bonds as required by Section 5.15 of the 2025 Installment Sale Agreement, dated as of April 1, 2025, by and between the City and the Redding Joint Powers Financing Authority, and the Continuing Disclosure Agreement, dated [Closing Date], 2025, by and between the City and U.S. Bank Trust Company, National Association, as Dissemination Agent. The City anticipates that the Annual Report will be filed by , 20. Dated: , 20 U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, as Dissemination Agent on behalf of the City of Redding By: Authorized Officer cc: City of Redding, California A-1 4858-6329-5853v4J200986-0002 Draft of'3/06/25 e, PRELIMINARY OFFICIAL STATEMENT DATED, 2125 NEW ISSUE — FULL BOOK -ENTRY ONLY �— RATING: Fitch: " (See "RATING" herein.) In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the Authority, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the 2025A Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 and is exempt from State of California personal income taxes. In the further opinion of Bond Counsel, interest on the 2025A Bonds is not a specific preference item for purposes of the federal individual alternative minimum tax. Bond Counsel observes that interest on the 2025A Bonds included in adjusted financial statement income of certain corporations is not excluded from the federal corporate alternative minimum tax. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the amount, accrual or receipt of interest on, the 2025A Bonds. See "TAX MATTERS" herein. Dated: Date of Delivery REDDING JOINT POWERS FINANCING AUTHORITY Electric System Revenue Bonds, 2025 Series A Due: June 1, as shown on the inside cover This cover page contains certain information for general reference only. It is not intended to be a summary of the security or terms of this issue. Investors are advised to read the entire Official Statement to obtain information essential to the making of an informed investment decision. Capitalized terms used on this cover page and not otherwise defined shall have the meanings set forth herein. The Redding Joint Powers Financing Authority Electric System Revenue Bonds, 2025 Series A (the "2025A Bonds") are being issued pursuant to a Trust Agreement, dated as of April 1, 2025 (the "Trust Agreement"), by and between the Redding Joint Powers Financing Authority (the "Authority") and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). The 2025A Bonds are being issued for the purpose of (i) financing costs of additions, betterments, extensions and improvements to the Electric System of the City of Redding, California (the "City") and (ii) paying costs of issuance of the 2025A Bonds, as further described herein. See "PLAN OF FINANCE" herein. The 2025A Bonds will be dated their date of delivery. Interest on the 2025A Bonds will be payable on June 1 and December 1 of each year, commencing June 1, 2025. The 2025A Bonds are being delivered in fully registered form and, when delivered, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"). DTC will act as securities depository for the 2025A Bonds. Individual purchases will be made in book -entry form only, in denominations of $5,000 principal amount or any integral multiple thereof. Payments of principal of and interest on, the 2025A Bonds are payable by the Trustee to DTC, which is obligated in turn to remit such principal and interest to its DTC Participants for subsequent disbursement to the beneficial owners of the 2025A Bonds, as described herein. The 2025A Bonds are subject to redemption prior to maturity as described herein. The 2025A Bonds are limited obligations of the Authority payable solely from Revenues of the Authority, consisting primarily of certain installment sale payments (the "2025A Installment Sale Payments") to be made by the City to the Authority pursuant to a 2025A Installment Sale Agreement, dated as of April 1, 2025 (the "2025A Installment Sale Agreement"), by and between the City and the Authority. The 2025A Installment Sale Payments to be made by the City under the 2025A Installment Sale Agreement are payable from, and secured solely by, a pledge of and lien on Net Revenues of the City's Electric System and moneys in the City's Electric Revenue Fund. The 2025A Installment Sale Payments will be payable on parity with the City's outstanding and future Parity Obligations. As of January 1, 2025, the City had outstanding bonds and installment sale payments payable from Net Revenues of the Electric System, all constituting Parity Obligations, in the aggregate principal amount of $82.72 million. The City may hereafter issue or incur additional Parity Obligations, as described herein. Maintenance and Operation Costs of the Electric System (including certain take -or -pay obligations under contracts with joint powers agencies) are payable by the City from Revenues of the Electric System prior to the payment of the 2025A Installment Sale Payments and other Parity Obligations. The 2025A Bonds are limited obligations of the Authority and are payable solely from the Revenues and other funds pledged therefor as provided in the Trust Agreement. The 2025A Bonds are not a debt of the State of California or any of its political subdivisions and neither the State of California nor any of its political subdivisions is liable thereon, nor in any event shall the 2025A Bonds be payable out of any funds or properties other than those of the Authority as provided in the Trust Agreement. The 2025A Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. The Authority has no taxing power. MATURITY SCHEDULE (see inside front cover) The 2025A Bonds will be offered when, as and if issued and received by the Underwriter, subject to the approval of legality by Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the Authority, and certain other conditions. Certain legal matters will be passed upon for the Authority and the City by the City Attorney of the City of Redding, and for the Underwriter by Norton Rose Fulbright US LLP. Stradling Yocca Carlson & Rauth LLP is acting as Disclosure Counsel to the City in connection with the 2025A Bonds. It is expected that the 2025A Bonds will be available for delivery through the DTC book -entry system in New York, New York by Fast Automated Securities Transfer (FAST) on or about April , 2025. Dated: 12025 J.P. Morgan * Preliminary, subject to change. 4859-7019-0694v91200986-0002 Maturity Date (June 1) REDDING JOINT POWERS FINANCING AUTHORITY Electric System Revenue Bonds, 2025 Series A MATURITY SCHEDULE $ Serial 2025A Bonds Principal Interest Amount Rate Price or Yield % Term 2025A Bonds due June 1, 20_, Price or Yield CUSIP' (Base No. 75728T) %; CUSIP': 75728T Preliminary, subject to change. CUSIP® is a registered trademark of the American Bankers Association. CUSIP data herein are provided by CUSIP Global Services, managed by FactSet Research Systems Inc. on behalf of the American Bankers Association. CUSIP numbers have been assigned by an independent company not affiliated with the Authority, the City or the Underwriter and are included solely for the convenience of the holders of the 2025A Bonds. None of the Authority, the City or the Underwriter is responsible for the selection or use of these CUSIP numbers and no representation is made as to their correctness on the 2025A Bonds or as indicated above. The CUSIP number for a specific maturity is subject to being changed after the issuance of the 2025A Bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of such maturity or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of the 2025A Bonds. 4859-7019-0694v9J200986-0002 CITY OF REDDING 777 Cypress Avenue Redding, California 96001 CITY COUNCIL AND AUTHORITY BOARD OF DIRECTORS Jack Munns, Mayor Mike Littau, Vice Mayor Tenessa Audette, Council Member Dr. Paul Dhanuka, Council Member Erin Resner, Council Member CITY OFFICIALS Barry Tippin City Manager Christian Curtis City Attorney Nicholas Zettel Director of Electric Utility Joseph Bowers Assistant Electric Utility Director, Resources SPECIAL SERVICES Orrick, Herrington & Sutcliffe LLP Stradling Yocca Carlson & Rauth LLP San Francisco, California Newport Beach, California Bond Counsel Disclosure Counsel PFM Financial Advisors LLC Los Angeles, California Municipal Advisor U.S. Bank Trust Company, National Association San Francisco, California Trustee 4859-7019-0694v9J200986-0002 No dealer, broker, salesperson or other person has been authorized by the Authority, the City or the Underwriter to give any information or to make any representations other than those contained herein and, if given or made, such other information or representations must not be relied upon as having been authorized by the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the 2025A Bonds in any jurisdiction in which it is unlawful to make such offer, solicitation or sale. This Official. Statement is not to be construed as a contract with the purchasers of the 2025A Bonds. The information set forth herein has been furnished by the Authority, the City and other sources which are believed to be reliable, but it is not guaranteed as to accuracy or completeness by, and is not to be construed as a representation by, the Underwriter. Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as representations of fact. The information and expressions of opinions herein are subject to change without notice and neither delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Authority, the City or the Electric System since the date hereof. This Official Statement, including any supplement or amendment hereto, is intended to be deposited with the Municipal Securities Rulemaking Board through the Electronic Municipal Market Access (EMMA) website. The Underwriter has provided the following sentence for inclusion in this Official Statement: The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applicable to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. IN CONNECTION WITH THE OFFERING OF THE 2025A BONDS THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE 2025A BONDS AT LEVELS ABOVE THOSE WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. CAUTIONARY STATEMENTS REGARDING FORWARD -LOOKING STATEMENTS IN THIS OFFICIAL STATEMENT Certain statements included or incorporated by reference in this Official Statement and the Appendices hereto constitute "forward -looking statements." Such statements are generally identifiable by the terminology used such as "plan," "expect," "estimate," "budget" or other similar words. Such forward -looking statements include, but are not limited to, certain statements contained in the information under the captions "THE ELECTRIC SYSTEM," "RATE REGULATION," "and "CERTAIN FACTORS AFFECTING THE ELECTRIC UTILITY INDUSTRY" in this Official Statement. Forward -looking statements in this Official Statement are subject to risks and uncertainties, including particularly those relating to natural gas costs and availability, wholesale and retail electric energy and capacity prices, federal and state legislation and regulations, the impact of weather on the energy market, industry restructuring, changes in consumer electricity demand and use patterns, and the economy of the service area of the City's Electric System. The achievement of any results or the realization of other expectations contained in such forward - looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward -looking statements. The Authority and the City do not plan to issue any updates or revisions to those forward -looking statements. The City maintains a website. However, the information presented therein is not part of this Official Statement and should not be relied upon in making investment decisions with respect to the 2025A Bonds. References to website addresses presented herein are for informational purposes only and may be in the form of a hyperlink solely for the reader's convenience. Unless specified otherwise, such websites and the information or links contained therein are not incorporated into, and are not part of, this Official Statement for purposes of, and as that term is defined in, S.E.C. Rule 15c2-12(b)(5). 4859-7019-0694v9J200986-0002 TABLE OF CONTENTS INTRODUCTION............................................................. Purpose; Authority for Issuance ..................................... TheAuthority................................................................. TheCity......................................................................... Security and Sources of Payment for the 2025A Bonds RateCovenant................................................................ Continuing Disclosure ................................................... OtherMatters................................................................. PLAN OF FINANCE .................................................. General.................................................................... Financing of Improvements to the Electric System ESTIMATED SOURCES AND USES OF FUNDS THE 2025A BONDS General ................. Redemption .......... Page .............................................1. .............................................1 .............................................1 ............................................. 2 ............................................. 2 ............................................. 3 ............................................. 4 ............................................. 4 5 5 5 6 SECURITY AND SOURCES OF PAYMENT FOR THE 2025A BONDS ......................................... 7 Pledge Under the Trust Agreement.................................................................................................... 7 The 2025A Installment Sale Agreement............................................................................................8 No Debt Service Reserve Fund........................................................................................................ I I Outstanding Electric System Revenue Obligations......................................................................... I I Additional Electric System Revenue Obligations............................................................................12 Investmentof Funds.........................................................................................................................13 Limitationson Remedies.................................................................................................................13 THEAUTHORITY.............................................................................................................................14 THEELECTRIC SYSTEM.................................................................................................................15 General.............................................................................................................................................15 Management.....................................................................................................................................15 Power Supply Resources..................................................................................................................15 GeneratingFacilities........................................................................................................................17 Joint Powers Agency Resources — Purchased Power, Generation and Transmission ......................17 PurchasedPower..............................................................................................................................21 Renewable Resources......................................................................................................................23 EnergyEfficiency Programs............................................................................................................25 Future Power Supply Resources...................................................................................................... 25 FuelSupply...................................................................................................................................... 26 Interconnections, Transmission and Distribution............................................................................ 27 WholesaleEnergy Trading..............................................................................................................28 Risk Management Program..............................................................................................................28 CybersecurityMeasures...................................................................................................................28 Wildfire Mitigation Measures.......................................................................................................... 29 Insurance.......................................................................................................................................... 29 Ratesand Charges............................................................................................................................30 Comparison of Selected Monthly Residential Electric Bills........................................................... 31 MajorCustomers..............................................................................................................................32 Customers, Sales, Revenues and Demand....................................................................................... 33 Transfers to the General Fund..........................................................................................................35 4859-7019-0694v91200986-0002 i TABLE OF CONTENTS (continued) Page CapitalRequirements.......................................................................................................................36 Employees........................................................................................................................................ 36 Indebtedness..................................................................................................................................... 40 CashReserves..................................................................................................................................43 CityInvestment Policy.....................................................................................................................44 Summary of Condensed Operating Results and Fund Net Position Information ............................45 Management's Discussion of Summary of Fiscal Year 2023-24 Operating Results .......................47 Litigation Affecting the Electric System.........................................................................................48 .• CERTAIN FACTORS AFFECTING THE ELECTRIC UTILITY INDUSTRY................................49 Federal Energy and Environmental Policies and Legislation..........................................................49 State Legislation and Regulatory Proceedings................................................................................. 52 Changing Laws and Requirements Generally..................................................................................58 GeneralEconomic Conditions......................................................................................................... 59 CybersecurityRisks......................................................................................................................... 59 GlobalHealth Emergencies............................................................................................................. 59 OtherFactors....................................................................................................................................60 CONSTITUTIONAL LIMITATIONS IN CALIFORNIA AFFECTING FEES AND CHARGES ...61 Proposition62..................................................................................................................................61 Proposition218................................................................................................................................61 Proposition26..................................................................................................................................62 OtherInitiatives...............................................................................................................................62 TAXMATTERS..................................................................................................................................63 LITIGATION....................................................................................................................................... 65 RATING..............................................................................................................................................65 CONTINUING DISCLOSURE...........................................................................................................65 UNDERWRITING..............................................................................................................................66 CERTAIN RELATIONSHIPS............................................................................................................67 CERTAIN LEGAL MATTERS...........................................................................................................67 MUNICIPALADVISOR.....................................................................................................................67 AUDITED FINANCIAL STATEMENTS..........................................................................................67 EXECUTION AND DELIVERY........................................................................................................69 APPENDIX A AUDITED FINANCIAL STATEMENTS OF THE CITY FOR THE FISCAL YEAR ENDED JUNE 30, 2024.............................................................A-1 APPENDIX B CERTAIN INFORMATION CONCERNING THE CITY OF REDDING .......... B-1 APPENDIX C BOOK -ENTRY ONLY SYSTEM........................................................................ C-1 APPENDIX D SUMMARY OF CERTAIN PROVISIONS OF THE PRINCIPAL LEGAL DOCUMENTS........................................................................................D-1 APPENDIX E PROPOSED FORM OF CONTINUING DISCLOSURE AGREEMENT ........... E-1 APPENDIX F PROPOSED FORM OF OPINION OF BOND COUNSEL ................................. F-1 APPENDIX G DEBT SERVICE SCHEDULE.............................................................................G-1 4859-7019-0694v91200986-0002 ii OFFICIAL STATEMENT REDDING JOINT POWERS FINANCING AUTHORITY Electric System Revenue Bonds, 2025 Series A INTRODUCTION This Introduction is subject in all respects to the more complete information contained elsewhere in this Ocial Statement, and the of of the 2025A Bonds to potential investors is made only by means of the entire Official Statement. Terms used in this Introduction or otherwise in this Official Statement and not otherwise defined herein shall have the respective meanings assigned to them in Appendix D hereto. Purpose; Authority for Issuance The purpose of this Official Statement, which includes the cover page and appendices hereto, is to set forth certain information concerning the issuance and sale of $ * principal amount of Redding Joint Powers Financing Authority Electric System Revenue Bonds, 2025 Series A (the "2025A Bonds"). The 2025A Bonds are being issued pursuant to the Marks -Roos Local Bond Pooling Act of 1985, consisting of Article 4, Chapter 5, Division 7, Title 1 of the Government Code of the State of California (commending with Section 6584) (the "Act"), and a Trust Agreement, dated as of April 1, 2025 (the "Trust Agreement"), by and between the Redding Joint Powers Financing Authority (the "Authority") and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). The 2025A Bonds are being issued for the purpose of (i) financing costs of additions, betterments, extensions and improvements to the Electric System (as hereinafter defined) of the City of Redding, California (the "City") and (ii) paying costs of issuance of the 2025A Bonds, as further described herein. See "PLAN OF FINANCE." The Authority The Authority was created in December 1988 by a joint exercise of powers agreement (as subsequently amended, the "Joint Exercise of Powers Agreement") which was entered into between the City and the Housing Authority of the City of Redding (the "Housing Authority"), pursuant to the Joint Exercise of Powers Act, Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California. The Authority was created for the purpose of facilitating the financing of public capital improvements in accordance with the Joint Exercise of Powers Act. Pursuant to the Joint Exercise of Powers Agreement, the Authority is empowered to, among other things, cause the acquisition of equipment and other personal property for the use of the City. The Joint Exercise of Powers Agreement further provides that the Authority will fulfill the purposes of the Joint Exercise of Powers Agreement by undertaking the sale and issuance of bonds in accordance with the Act. The members of the City Council of the City serve as the members of the governing board of the Authority. See "THE AUTHORITY." * Preliminary, subject to change. 4859-7019-0694v9J200986-0002 The City The City is a general law city of the State of California, comprising approximately 60 square miles, located at the northern end of the Sacramento Valley, approximately 160 miles north of Sacramento and 230 miles northeast of San. Francisco. As a general law city, the City has the power to furnish electric utility service to its inhabitants. In connection therewith, the City has the powers of eminent domain, to contract, to construct works, to fix rates and charges for commodities or services furnished and to incur indebtedness. To provide electric service within its service area (which is coterminous with the City's corporate city boundaries), the City owns and operates an electric system (the "Electric System" as more fully defined in Appendix D) that includes generation, transmission and distribution facilities. The City also purchases power and transmission service from others. For the Fiscal Year ended June 30, 2024, the City Electric System served approximately 45,413 customer accounts, had total sales of approximately 737 million kWh and had a peak demand of 234.2 MW. See "THE ELECTRIC SYSTEM" and "APPENDIX B — CERTAIN INFORMATION CONCERNING THE CITY OF REDDING." Security and Sources of Payment for the 2025A Bonds The 2025A Bonds are limited obligations of the Authority payable solely from Revenues of the Authority, consisting primarily of certain installment sale payments (the "2025A Installment Sale Payments") to be made by the City to the Authority pursuant to a 2025A Installment Sale Agreement, dated as of April 1, 2025 (the "2025A Installment Sale Agreement"), by and between the City and the Authority. Pursuant to the 2025A Installment Sale Agreement, the Authority will sell, assign and transfer to the City, and the City will purchase from the Authority, all right, title and interest in certain additions, betterments, extensions and improvements to the City's Electric System, consisting of those facilities and improvements being financed with proceeds of the 2025A Bonds, as described in the 2025A Installment Sale Agreement (collectively, the "2025A Electric System Project"). Pursuant to the 2025A Installment Sale Agreement, the City is obligated to make 2025A Installment Sale Payments in payment of the Purchase Price of the 2025A Electric System Project. The Purchase Price to be paid by the City to the Authority under the 2025A Installment Sale Agreement is equal to the sum of the principal amount of the 2025A Bonds plus the interest to accrue on such principal amount over the term thereof, subject to prepayment of the 2025A Installment Sale Payments as provided in the 2025A Installment Sale Agreement. See also "PLAN OF FINANCE." The obligation of the City to make payments under the 2025A Installment Sale Agreement is a special obligation payable solely from Net Revenues (as defined in the 2025 Instalment Sale Agreement) of the City's Electric System and moneys in the City's Electric Revenue Fund. Such special obligation of the City to make the 2025A Installment Sale Payments is absolute and unconditional. The pledge of and lien on Net Revenues of the Electric System and amounts on deposit in the Electric Revenue Fund for the payment of the 2025A Bonds is on parity with and equal to the charge and lien upon such Net Revenues and amounts on deposit in the Electric Revenue Fund securing all Parity Obligations (hereinafter defined) heretofore or hereafter issued or incurred by the City as described herein. As of January 1, 2025, the City had outstanding Parity Obligations in the aggregate principal amount of approximately $82.72 million, comprised of (i) installment sale payments related to the Redding Joint Powers Financing Authority Electric System Revenue Bonds, 2015 Series A (the "2015 RJPFA Electric System Bonds") outstanding in the principal amount of $28.44 million, (ii) City of Redding Electric System Refunding Revenue Bonds, Series 2017 (the "2017 City Electric System Refunding Bonds") outstanding in the principal amount of $32.85 million, and (iii) City of Redding Electric System Refunding Revenue Bonds, Series 2018.(the "2018 City Electric System Refunding Bonds") outstanding in the principal amount of $21.43 million. 2 4859-7019-0694v9J200986-0002 The City may issue or incur additional obligations payable from. Net Revenues and moneys on. deposit in the Electric Revenue Fund on a parity with the 2025A Bonds, the installment sale payments relating to the 2015 RJPFA Electric System Bonds, the 2017 City Electric System Refunding Bonds, and the 2018 City Electric System Refunding Bonds, subject to the terms and conditions set forth in the 2025A Installment Sale Agreement. All obligations heretofore or hereafter issued or incurred by the City the payment of which constitutes a charge and lien on the Net Revenues and moneys in the Electric Revenue Fund equal to and on a parity with the charge and lien on the Net Revenues and moneys in the Electric Revenue Fund for the payment of the 2025A Bonds are herein referred to as "Parity Obligations." The City has, and may in the future, also issue or incur obligations the payments under and pursuant to which are payable from Net Revenues, subject and subordinate to the 2025A Installment Sale Payments and to all other Parity Obligations ("Subordinate Obligations"). The City and the Authority have entered into an amended and restated revolving credit agreement, dated as of May 1, 2023 (the "Revolving Credit Agreement") with U.S. Bank National Association (the "Credit Bank"), under which the Credit Bank has agreed to advance funds to the Authority, from time to time, in an amount up to $25.0 million, for the benefit of the City Electric System. The term of the Revolving Credit Agreement extends to October 29, 2025, unless extended or earlier terminated pursuant to its terms. Borrowings under the Revolving Credit Agreement are payable from, and secured by, certain installment sale payments required to be made by the City to the Authority under the terms of a Subordinate Installment Sale Agreement, dated as of October 1, 2020 (the "Subordinate Installment Sale Agreement"), by and between the City and the Authority, the installment sale payments to be made by the City under which Subordinate Installment Sale Agreement constitute Subordinate Obligations. As of January 1, 2025, there were no outstanding borrowings by the City under the Revolving Credit Agreement. As of January 1, 2025, the City had outstanding approximately $21.0 million principal amount of take -or -pay obligations related to debt of the joint powers agencies in which it participates, which obligations constitute Maintenance and Operation Costs of the Electric System and are payable from Revenues of the Electric System prior to the 2025A Bonds and other Parity Obligations. The City may incur additional obligations pursuant to its agreements with such joint power agencies in which it now, or in the future may, participate or enter into other contacts or leases for the purchase of facilities, properties, structures or works or electric output, capacity or other electrical services for the Electric System which are Maintenance and Operation Costs of the Electric System, payable from Revenues of the Electric System prior to the 2025A Bonds and other Parity Obligations. See "SECURITY AND SOURCES OF PAYMENT FOR THE 2025A BONDS — Outstanding Electric System Revenue Obligations" and "— Additional Parity Obligations." The obligation of the City to make 2025A Installment Sale Payments does not constitute a debt of the City, the State of California or any of its political subdivisions within the meaning of any constitutional or statutory debt limitation or restriction. 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 2025A Installment Sale Payments or the performance or satisfaction of any other obligations of the City under the 2025A Installment Sale Agreement. Rate Covenant Pursuant to the 2025A Installment Sale Agreement, the City has covenanted to fix, prescribe and collect rates and charges for the services, facilities and electricity of the Electric System during each Fiscal Year which will be at least sufficient to yield (a) Adjusted Annual Revenues for such Fiscal Year at least equal to the sum of the following for such Fiscal Year: (i) Maintenance and Operation Costs, (ii) Adjusted Annual Debt Service, and (iii) all other payments required to meet any other obligations of the City which 4859-7019-0694v9J200986-0002 are charges, liens or encumbrances upon or payable from the Electric Revenue Fund, including all amounts owing under Subordinate Obligations; and (b) Adjusted Annual Net Revenues for such Fiscal Year equal to at least 110% of the Adjusted Annual Debt Service for such Fiscal Year. See "SECURITY AND SOURCES OF PAYMENT FOR THE 2025A BONDS — The 2025A Installment Sale Agreement — Rate Covenant." Continuing Disclosure The City has covenanted for the benefit of the holders and beneficial owners of the 2025A Bonds to provide certain financial information and operating data relating to the City and the Electric System by not later than 270 days following the end of the City's Fiscal Year (which Fiscal Year presently ends June 30) (the "Annual Report"), commencing with the report for the 2024-25 Fiscal Year, and to provide notices of the occurrence of certain enumerated events. See "CONTINUING DISCLOSURE." These covenants have been made in order to assist the Underwriter in complying with S.E.C. Rule 15c2-12(b)(5) (the "Rule"). See also "CONTINUING DISCLOSURE" and "APPENDIX E — PROPOSED FORM OF CONTINUING DISCLOSURE AGREEMENT." Other Matters This Official Statement includes summaries of the terms of the 2025A Bonds, the Trust Agreement, the 2025A Installment Sale Agreement, the Continuing Disclosure Agreement and certain contracts and other arrangements for the supply of capacity and energy. The summaries of and references to all documents, statutes, reports and other instruments referred to herein do not purport to be complete, comprehensive or definitive, and each such summary and reference is qualified in its entirety by reference to each document, statute, report or instrument. The capitalization of any word not conventionally capitalized, or otherwise defined herein, indicates that such word is defined in a particular agreement or other document and, as used herein, has the meaning given it in such agreement or document. Copies of the Trust Agreement, the 2025A Installment Sale Agreement and the Continuing Disclosure Agreement are available for inspection at the offices of the Trustee or the Redding Electric Utility Department (the "Electric Utility Department"), and will be available upon request and payment of duplication costs from the Trustee. Additional information regarding the Official Statement may be obtained by contacting the Trustee or contacting the City at: City of Redding, 777 Cypress Avenue, Redding, California 96001, Attention: Assistant Electric Utility Director, Resources. PLAN OF FINANCE General The 2025A Bonds are being issued for the purpose of (i) financing costs of additions, betterments, extensions and improvements to the Electric System of the City and (ii) paying costs of issuance of the 2025A Bonds. Financing of Improvements to the Electric System The net proceeds of the 2025A Bonds, in the amount of approximately $65.0* million, will be applied primarily to finance, including through reimbursement to the Electric Utility Department of funds * Preliminary, subject to change. 4 4859-7019-0694v9J200986-0002 previously expended, costs of the 2025A Electric System Project, consisting of the following additions, betterments, extensions and improvements to the Electric System: (i) enhancements and modernization of overhead and underground infrastructure; (ii) substation security improvements; (iii) improvements to the Redding Power Plant maintenance and operations building; (iv) transmission and distribution facility enhancements and upgrades; (v) back-up power control center relocation and enhancements; software replacement and upgrades for the geographic information system utility network; (vi) major maintenance requirements of the Redding Power Plant; and (vii) other general system improvements; including, in each case reports, surveys and feasibility studies relating to such projects, as applicable. The 2025A Electric System Project may also include other such Electric System capital improvements as the City may add to, or replace or substitute for, the foregoing projects. See also "THE ELECTRIC SYSTEM — Capital Requirements." ESTIMATED SOURCES AND USES OF FUNDS The estimated sources and uses of funds in connection with the 2025A Bonds, are as follows: Sources: Principal Amount of 2025A Bonds .......................... $ [Net] Original Issue Premium .................................. Total Sources ................................................ $ Uses: Deposit to Acquisition Fund 0)................................ $ Costs of Issuance 0.................................................. TotalUses ..................................................... $ 0) Includes previous expenditures to be reimbursed to the City. (2) Includes Underwriter's discount, legal fees, fees of the Trustee, municipal advisory fees, rating agency fees, printing costs and other miscellaneous expenses. THE 2025A BONDS The following is a summary of certain provisions of the 2025A Bonds. Reference is made to the 2025A Bonds for the complete text thereof and to the Trust Agreement for a more detailed description of such provisions. The discussion herein is qualified by such reference. See "APPENDIX D — SUMMARY OF CERTAIN PROVISIONS OF THE PRINCIPAL LEGAL DOCUMENTS." General The 2025A Bonds will be issued in the aggregate principal amount set forth on the inside cover page of this Official Statement. The 2025A Bonds are being delivered in fully registered form, and when delivered, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ("DTC"). DTC will act as securities depository for the 2025A Bonds. Principal of and interest on the 2025A Bonds are payable by the Trustee to DTC, which is obligated in turn to remit such principal and interest to its DTC Participants for subsequent disbursement to the beneficial owners of the 2025A Bonds. See "APPENDIX C — BOOK -ENTRY ONLY SYSTEM." The 2025A Bonds will be dated the date of delivery thereof.. Ownership interests in the 2025A Bonds will be in $5,000 denominations or any integral multiple thereof. Interest on the 2025A Bonds is payable on June 1 and December 1 of each year, commencing June 1, 2025 (each, an "Interest Payment Date"), calculated on the basis of a 360-day year and twelve 30-day months. The 2025A Bonds will mature 4859-7019-0694v9J200986-0002 on the dates and in the principal amounts, and the interest thereon shall be computed at the per annum interest rates, all as set forth on the inside cover page of this Official Statement. Redemption' Optional Redemption. The 2025A Bonds maturing on or before June 1, 20 are not subject to optional redemption prior to maturity. The 2025A Bonds maturing on and after June 1, 20_ are subject to redemption prior to their respective stated maturities at the direction of the Authority, from moneys deposited by the Authority or the City from any source of available funds, as a whole or in part on any date (in such maturities as are designated by the Authority at the direction of the City, or if the Authority fails to designate such maturities, in inverse order of maturity and by lot within a maturity) on or after June 1, 20 , at a redemption price equal to the principal amount of the 2025A Bonds called for redemption together with accrued interest to the date fixed for redemption, without premium. In the event that term 2025A Bonds are called for optional redemption, the Authority, at the direction of the City, shall specify to the Trustee which mandatory sinking fund payments are to be prepaid by the amount of the 2025A Bonds to be redeemed. Mandatory Redemption. The term 2025A Bonds maturing on June 1, 20_ are subject to mandatory redemption prior to maturity, in part by lot, commencing on June 1, 20 and on each June I thereafter to and including June 1, 20 , from scheduled 2025A Installment Sale Payments made by the City on such dates, at a redemption price equal to the principal amount of the 2025A Bonds to be redeemed, together with accrued interest thereon to the date fixed for redemption, without premium, according to the following schedule (subject to modification in the event of optional redemption as described above): 2025A Bonds maturing on June 1, 20_ Redemption Date Principal (June I) Amount t Final Maturity. Selection of 2025A Bonds for Redemption. If less than all of the 2025A Bonds of any one maturity date are to be redeemed at any one time, the Trustee shall select the 2025A Bonds or portions thereof of such maturity date in any manner which the Trustee deems appropriate and fair. Notice of Redemption of 2025A Bonds. Notice of redemption of any 2025A Bonds is to be given by the Trustee to the respective owners of any 2025A Bonds designated for redemption at their addresses appearing on the registration books of the Trustee, not less than 20 nor more than 60 days prior to the redemption date. So long as DTC is acting as securities depository for the 2025A Bonds, notice of redemption will be given in accordance with DTC procedures only to DTC or its nominee, not to the beneficial owners of the 2025A Bonds. See "APPENDIX C — BOOK -ENTRY ONLY SYSTEM." Each notice of redemption shall state the date of such notice, the redemption price, the name and appropriate address of the Trustee, the CUSIP number of the maturity or maturities, and, if less than all of Preliminary, subject to change. 6 4859-7019-0694v9J200986-0002 any such maturity is to be redeemed, the distinctive certificate numbers of the 2025A Bonds of such maturity to be redeemed and, in the case of 2025A Bonds to be redeemed in part only, the respective portions of the principal amount thereof to be redeemed. Each such notice shall also state that on said date there will become due and payable on each of said 2025A Bonds the redemption price thereof and in the case of a 2025A Bond to be redeemed in part only, the specified portion of the principal amount thereof to be redeemed, together with interest accrued thereon to the redemption date, and that from and after such redemption date interest thereon shall cease to accrue. Failure to receive such notice shall not invalidate any of the proceedings taken in connection with such redemption. The Authority (at the direction of the City) shall have the right to rescind any optional redemption by written notice of rescission. Any notice of optional redemption shall be cancelled and annulled if for any reason funds are not available on the date fixed for redemption for the payment in full of the 2025A Bonds then called for redemption, and such cancellation shall not constitute an Event of Default under the Trust Agreement. The Trustee shall mail notice of rescission of such redemption in the same manner as the original notice of redemption was sent. Effect of Redemption of 2025A Bonds. If notice of redemption has been duly given and money for the payment of the redemption price of the 2025A Bonds called for redemption is held by the Trustee, then on the redemption date designated in such notice, such 2025A Bonds or such portions thereof shall become due and payable, and from and after the date designated for redemption, interest on the 2025A Bonds or portions thereof so called for redemption shall cease to accrue and the Owners of such 2025A Bonds shall have no rights in respect thereof except to receive payment of the redemption price thereof. E.— - 01171111%1k,13101111MIN &1[$] 2 7N`A►41 WON 0 I[I7 710:1 11111►117.� Pledge Under the Trust Agreement The 2025A Bonds are limited obligations of the Authority payable solely from and secured solely by a first pledge of, charge and lien upon (a) all 2025A Installment Sale Payments and other payments made by the City and received by the Authority pursuant to the 2025A Installment Sale Agreement and (b) all interest or other income from any investment of any money in any fund or account (other than the Rebate Fund) established under the Trust Agreement (collectively, the "Revenues"), and any other amounts (including proceeds of the sale of the 2025A Bonds) held by the Trustee in any fund or account established under the Trust Agreement (other than the Rebate Fund), all on the terms and conditions set forth in the Trust Agreement. As and to the extent set forth in the Trust Agreement, all of the Revenues and such other amounts are irrevocably pledged to the payment of the interest on and principal of the 2025A Bonds and may not be used for any other purpose while the 2025A Bonds remain Outstanding; provided, however, that out of the Revenues and other moneys there may be applied such sums for such other purposes as permitted under the Trust Agreement. Pursuant to the Trust Agreement, the Authority has assigned to the Trustee all of the Authority's rights and remedies under the 2025A Installment Sale Agreement. THE 2025A BONDS ARE LIMITED OBLIGATIONS OF THE AUTHORITY AND ARE PAYABLE SOLELY FROM THE REVENUES AND OTHER FUNDS PLEDGED THEREFOR AS PROVIDED IN THE TRUST AGREEMENT. THE 2025A BONDS ARE NOT A DEBT OF THE STATE OF CALIFORNIA OR ANY OF ITS POLITICAL SUBDIVISIONS AND NEITHER THE STATE OF CALIFORNIA NOR ANY OF ITS POLITICAL SUBDIVISIONS IS LIABLE THEREON, NOR IN ANY EVENT SHALL THE 2025A BONDS BE PAYABLE OUT OF ANY FUNDS OR PROPERTIES OTHER THAN THOSE OF THE AUTHORITY AS PROVIDED IN THE TRUST AGREEMENT. THE 2025A BONDS DO NOT CONSTITUTE AN INDEBTEDNESS WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION OR RESTRICTION. THE AUTHORITY HAS NO TAXING POWER. 7 4859-7019-0694v9J200986-0002 The 2025A Installment Sale Agreement Obligation to Pay 2025A Installment Sale Payments. Pursuant to the 2025A Installment Sale Agreement, the City is obligated to make the 2025A Installment Sale Payments, but solely from Net Revenues (as defined below) of the Electric System and all moneys on deposit in the Electric Revenue Fund, which are sufficient to provide for the payment of the interest, premium, if any, and principal on the 2025A Bonds. The obligation of the City to pay the 2025A Installment Sale Payments is absolute and unconditional, and until such time as such 2025A Installment Sale Payments have been paid in full (or provision for the payment thereof shall have been made pursuant to the 2025A Installment Sale Agreement), the City will not discontinue or suspend any 2025A Installment Sale Payments required to be paid by it under the 2025A Installment Sale Agreement when due, whether or not the Electric System or any part thereof is operating or operable, or its use is suspended, interfered with, reduced or curtailed or terminated in whole or in part, and such payments shall not be subject to reduction whether by offset or otherwise and shall not be conditional upon the performance or nonperformance by any party of any agreement for any cause whatsoever. Pledge of Electric System Revenues. The obligation of the City to make the 2025A Installment Sale Payments and the interest thereon is a special obligation of the City payable solely from and secured solely by a pledge of and lien on "Net Revenues" (as defined below) of the Electric System. The term "Net Revenues" is defined in the 2025A Installment Sale Agreement to mean, for any period of time in question, the Revenues during such period less the Maintenance and Operation Costs during such period. "Revenues" is defined in the 2025A Installment Sale Agreement to consist of all gross income and revenue received or receivable by the City from the ownership or operation of the Electric System, including all rates and charges received by the City for the Electric Service and the other services and facilities of the Electric System, 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 otherwise arising from the Electric System, including all Payment Agreement Receipts, and all income from the deposit or investment of any money in the Electric Revenue Fund, but excluding (i) proceeds of taxes and (ii) refundable deposits made to establish credit and advances or contributions in aid of construction and line extension fees. See "APPENDIX D -SUMMARY OF CERTAIN PROVISIONS OF THE PRINCIPAL LEGAL DOCUMENTS -DEFINITIONS." "Maintenance and Operation Costs" is defined in the 2025A Installment Sale Agreement to mean the costs paid or incurred by the City for maintaining and operating the Electric System, 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 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, (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 2025A Installment Sale Agreement or of any resolution authorizing the execution of the 2025A Installment Sale Agreement or of any resolution authorizing the issuance or incurrence of any Parity Obligations or of such Parity Obligations, such as compensation, reimbursement and indemnification of the trustee, remarketing agent or surety costs for the 2025A Bonds or other Parity Obligations, letter of credit fees relating to Parity Obligations, fees and expenses of Independent Certified Public Accountants, (e) 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 to be made by the City thereunder to be 4859-7019-0694v9J200986-0002 treated as maintenance and operation costs of the Electric System (see "— Outstanding Electric System Revenue Obligations — Take -or -Pay Power Sales Contracts" below), (f) all deposits to be made to the Rebate Fund pursuant to the Tax Certificate and all deposits in comparable accounts established with respect to Parity Obligations required to be deposited pursuant to the proceedings authorizing such Parity Obligations, and (g) any other cost or expense which, in accordance with Generally Accepted Accounting Principles, is to be treated as a cost of operating or maintaining the Electric System; but excluding in all cases, depreciation, replacement and obsolescence charges or reserves therefor and amortization of intangibles. See "APPENDIX D — SUMMARY OF CERTAIN PROVISIONS OF THE PRINCIPAL LEGAL DOCUMENTS — DEFINITIONS." The obligation of the City to make 2025A Installment Sale Payments does not constitute a debt of the City, the State of California or any of its political subdivisions within the meaning of any constitutional or statutory debt limitation or restriction. 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 2025A Installment Sale Payments or the performance or satisfaction of any other obligations of the City under the 2025A Installment Sale Agreement. Allocation of Revenues under the 2025A Installment Sale Agreement. Pursuant to 2025A Installment Sale Agreement, the City agrees and covenants that all Revenues received by it shall be deposited when and as received in the "City of Redding Electric Revenue Fund" (the "Electric Revenue Fund"), established by the City under the 2025A Installment Sale Agreement. The City shall 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, and all remaining money on deposit in the Electric Revenue Fund shall be set aside and deposited by the City at the following times: (a) Revenue Fund Deposits. On or before the fourth Business Day before each date on which a 2025A Installment Sale Payment becomes due and payable under the 2025A Installment Sale Agreement, whether on an Interest Payment Date or upon an acceleration pursuant to the 2025A Installment Sale Agreement, the City shall, from the money in the Electric Revenue Fund, transfer to the Trustee for deposit in the Revenue Fund created under the Trust Agreement a sum equal to the 2025A Installment Sale Payment becoming due and payable under the 2025A Installment Sale Agreement on such due date, except that no such deposit need be made to the extent the Trustee then holds money for such purpose in the Revenue Fund available to pay the 2025A Installment Sale Payment becoming due and payable under the 2025A Installment Sale Agreement on such date. The City shall also, from such remaining moneys in the Electric Revenue Fund, pay to the party entitled thereto or transfer or cause to be transferred to any applicable debt service or other payment fund or account for any Parity Obligations, without preference or priority between transfers made as described in this sentence and the transfers made for the payment of the 2025A Bonds as described in the immediately preceding sentence, and in the event of any insufficiency of such moneys ratably without any discrimination or preference, on the dates specified in the proceedings relating to such Parity Obligations, the sum or sums required to be paid or deposited in such debt service or other payment fund or account with respect to principal, premium, if any, and interest on Parity Obligations (or in the case of Parity Payment Agreements, the net payments due) in accordance with the terms of such Parity Obligations. (b) Remaining Funds. After making the foregoing deposits and transfers, the City shall apply any remaining money in the Electric Revenue Fund for any lawful purpose of the City, including for the payment of any obligations of the City which constitute Subordinate Obligations, the payments under and pursuant to which are payable from Net Revenues, subject and subordinate to the 2025A Installment Sale Payments and to all Parity Obligations in accordance with the 9 4859-7019-0694v9J200986-0002 instruments authorizing such Subordinate Obligations; provided, however, that no moneys in the Electric Revenue Fund shall be applied to any purpose not related to the expansion of the facilities or business of the Electric System or replacement of facilities thereof, including the payment of any Subordinate Obligations, in any Fiscal Year unless amounts remaining on deposit in the Electric Revenue Fund shall be sufficient to make the remaining transfers hereinabove described required to be made in such Fiscal Year with respect to the 2025A Installment Sale Payments and all Parity Obligations. The City shall distribute Net Revenues available for the payment of the Outstanding 2025A Installment Sale Payments and payments on all outstanding Parity Obligations on a pro rata basis without regard to whether each such Parity Obligation has a funded debt service reserve or a surety bond or other similar funding instrument. Rate Covenant. The City covenants under the 2025A Installment Sale Agreement to fix, prescribe and collect rates and charges for the services, facilities and electricity of the Electric System during each Fiscal Year which will be at least sufficient to yield: (a) Adjusted Annual Revenues for such Fiscal Year at least equal to the sum of the following for such Fiscal Year: (i) Maintenance and Operation Costs, (ii) Adjusted Annual Debt Service, and (iii) all other payments required to meet any other obligations of the City which are charges, liens or encumbrances upon or payable from the Electric Revenue Fund, including all amounts owing under Subordinate Obligations; and (b) Adjusted Annual Net Revenues for such Fiscal Year equal to at least 110% of the Adjusted Annual Debt Service for such Fiscal Year. The City may make adjustments from time to time in such rates and charges and may make such classification thereof as it deems necessary, but covenants not to reduce the rates and charges then in effect unless the Adjusted Annual Revenues and Adjusted Annual Net Revenues from such reduced rates and charges will at all times be sufficient to meet the requirements described above. "Adjusted Annual Net Revenues" means for any Fiscal Year or any designated 12-month period in question, the Adjusted Annual Revenues during such Fiscal Year or 12-month period less Maintenance and Operation Costs during such Fiscal Year or 12-month period. "Adjusted Annual Revenues" means for any Fiscal Year or any designated 12-month period in question, the Revenues during such Fiscal Year or 12-month period, less, for purposes of determining compliance with the rate covenant and conditions for the execution of Parity Obligations, any Payment Agreement Receipts taken into account in calculating Annual Debt Service with respect to payment of interest on Parity Obligations, plus, for purposes of determining compliance with the rate covenant only, the amount of Available Reserves on deposit, or which the City has authorized to be deposited, in the Electric Revenue Fund as of the first day of such Fiscal Year or 12-month period. "Adjusted Annual Debt Service" means for any Fiscal Year or any designated 12-month period in question, the Annual Debt Service for such Fiscal Year or 12-month period minus the sum of the amount of the Annual Debt Service with respect to Outstanding Parity Obligations to be paid during such Fiscal Year or 12-month period, from the proceeds of Parity Obligations or interest earned thereon (other than interest deposited into the Electric Revenue Fund), all as set forth in a Certificate of the City. "Available Reserves" means as of any date of calculation, the amount of unrestricted funds in the Electric Revenue Fund designated as "Available Reserves" for purposes of the 2025A Installment Sale 10 4859-7019-0694v9J200986-0002 Agreement by the City and then available to pay Maintenance and Operation Costs and/or Annual Debt Service which may include transfers to the Electric Revenue Fund from any fund which is legally available for deposit in the Electric Revenue Fund. For definitions of certain other terms used herein, see "APPENDIX D — SUMMARY OF CERTAIN PROVISIONS OF THE PRINCIPAL LEGAL DOCUMENTS — DEFINITIONS." No Debt Service Reserve Fund No debt service reserve fund will be established for the 2025A Bonds. Amounts held in or credited to any other debt service reserve fund established in connection with the Outstanding 2015 RJPFA Electric System Bonds, the 2017 City Electric System Refunding Bonds, the 2018 City Electric System Refunding Bonds, or any other Parity Obligations of the City do not secure, and are not available for, the payment of the 2025A Installment Sale Payments or the 2025A Bonds. Outstanding Electric System Revenue Obligations Take -or -Pay; Joint Powers Agency Obligations. As described herein, the City has entered into certain power sales contracts for the purchase of energy and certain other agreements for the payment of its share of the costs of certain projects in which it is participating through joint powers agencies, including M-S-R Public Power Agency ("M-S-R PPA"), M-S-R Energy Authority ("M-S-R EA") and the Transmission Agency of Northern California ("TANC"). As of January 1, 2025, the City had outstanding approximately $21.0 million principal amount of obligations related to debt of the joint powers agencies in which it participates (exclusive of obligations relating to debt of M-S-R EA which debt is nonrecourse to the City). See "THE ELECTRIC SYSTEM — Power Supply Resources — Joint Powers Agency Resources" and "— Indebtedness." The City's obligations under such contracts constitute a portion of the Maintenance and Operation Costs of the Electric System, payable from Revenues of the Electric System prior to the 2025A Installment Sale Payments and other Parity Obligations. The City may incur additional obligations pursuant to its agreements with such joint power agencies in which it participates or enter into other contacts or leases for the purchase of facilities, properties, structures or works or electric output, capacity or other electrical services for the Electric System which are Maintenance and Operation Costs of the Electric System, payable from Revenues of the Electric System prior to the 2025A Installment Sale Payments and other Parity Obligations. See also "The 2025A Installment Sale Agreement — Rate Covenant' above. Outstanding Parity Obligations. As of January 1, 2025, the City had outstanding Parity Obligations in the aggregate principal amount of $82.72 million, comprised of (i) the installment sale payments related to the 2015 RJPFA Electric System Bonds outstanding in the principal amount of $28.44 million, (ii) the 2017 City Electric System Refunding Bonds outstanding in the principal amount of $32.85 million, and (iii) the 2018 City Electric System Refunding Bonds outstanding in the principal amount of $21.43 million. The 2015 RJPFA Electric System Bonds were issued pursuant to a trust agreement, dated as of December 1, 2015, by and between the Authority and U.S. Bank Trust Company, National Association, as successor trustee. The 2015 RJPFA Electric System Bonds are payable primarily from certain installment sale payments required to be made by the City to the Authority under the terms of a 2015 Installment Sale Agreement, dated as of December 1, 2015 (the "2015 Installment Sale Agreement"), by and between the City and the Authority. The 2017 City Electric System Refunding Bonds were issued pursuant to an Indenture, dated as of March 1, 2017 (the "2017 Indenture"), by and between the City and U.S. Bank Trust Company, National Association, as successor trustee. The 2018 City Electric System Refunding Bonds were issued pursuant to an Indenture, dated as of March 1, 2018 (the "2018 Indenture"), by and between the City and U.S. Bank Trust Company, National Association, as successor trustee. 11 4859-7019-0694v9/200986-0002 The 2025A Installment Sale Payments under the 2025A Installment Sale Agreement are payable from Net Revenues of the City's Electric System on a parity with the payment from such Net Revenues of the installment sales payments under the 2015 Installment Sale Agreement, and the debt service payments on the 2017 City Electric System Refunding Bonds and the 2018 City Electric System Refunding Bonds. The City may hereafter incur additional Parity Obligations which are payable from Net Revenues on a parity with the outstanding Parity Obligations in accordance with the terms of the 2025A Installment Sale Agreement as described below. Outstanding Subordinate Obligations. In May 2023, the City and the Authority entered into the Revolving Credit Agreement with the Credit Bank. Under the Revolving Credit Agreement, the Credit Bank has agreed to advance funds to the Authority, from time to time, in an amount up to $25.0 million, for the benefit of the City's Electric System. The term of the Revolving Credit Agreement extends to October 29, 2025, unless extended or earlier terminated pursuant to its terms. Borrowings under the Revolving Credit Agreement are payable from, and secured by, installment sale payments required to be made by the City to the Authority under the Subordinate Installment Sale Agreement, by and between the City and the Authority. The installment sale payments required to be made by the City under the Subordinate Installment Sale Agreement constitute Subordinate Obligations, payable from Net Revenues of the Electric System of the City subject and subordinate to the City's obligation to pay the 2025A Installment Sale Payments and the other Parity Obligations. As of January 1, 2025, there were no borrowings by the City outstanding under such Revolving Credit Agreement. See also "THE ELECTRIC SYSTEM — Indebtedness" for additional information regarding the terms of the Revolving Credit Agreement, including certain circumstances and the terms under which the installment sale payment obligations of the City under the Subordinate Installment Sale Agreement relating thereto may be accelerated or otherwise become due prior to maturity. The City may incur additional Subordinate Obligations in the future in accordance with the terms of the 2025A Installment Sale Agreement as described below. Additional Electric System Revenue Obligations Additional Take -or -Pay and Other Contracts. The City may incur additional obligations pursuant to its agreements with such joint power agencies in which it now, or in the future may, participate or enter into other contacts or leases for the purchase of facilities, properties, structures or works or electric output, capacity or other electrical services for the Electric System which are Maintenance and Operation Costs of the Electric System, payable from Revenues of the Electric System prior to the 2025A Bonds and other Parity Obligations. See also "— The 2025A Installment Sale Agreement — Rate Covenant" above. Additional Parity Obligations. The City will covenant pursuant to the 2025A Installment Sale Agreement that it will not incur additional obligations payable from and secured by a lien on Net Revenues of the Electric System or moneys in the Electric Revenue Fund prior to the lien and charge securing the 2025A Installment Sale Payments. In addition to the City's obligation to pay the Parity Obligations to be outstanding upon the delivery of the 2025A Bonds, the City may at any time execute and deliver any additional Parity Obligations, the payment of which is payable from and secured by a lien and charge on the Net Revenues and moneys in the Electric Revenue Fund on a parity with the charge and lien on the Net Revenues and moneys in the Electric Revenue Fund for the payment of the 2025A Installment Sale Payments and such outstanding Parity Obligations, subject to certain conditions, including among others, that: (a) either — (1) during any 12 consecutive calendar months out of the immediately preceding 18 calendar month period, the Adjusted Annual Net Revenues were at least equal 12 4859-7019-0694v9J200986-0002 to 110% of the Maximum Annual Debt Service for all Outstanding 2025A Installment Sale Payments and all Outstanding Parity Obligations plus the Parity Obligation proposed to be executed; or (2) as evidenced by a Certificate of the City, the projected Adjusted Annual Net Revenues during the succeeding first complete Fiscal Year following issuance of such. Parity Obligation 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 Outstanding 2025A Installment Sale Payments and all Outstanding Parity Obligations plus the Parity Obligation proposed to be executed; and (b) no Event of Default (or any event which would become an Event of Default once all notice or grace periods have passed) exists unless such Event of Default or default shall be cured upon such issuance. Notwithstanding the foregoing, the provisions described in paragraph (a) above shall not limit the ability of the City to execute any Parity Obligations at any time to refund any Outstanding Parity Obligations which results in a present value savings to the City, inclusive of all costs of such refunding. Subordinate Obligations. The 2025A Installment Sale Agreement provides that the City may incur Subordinate Obligations without meeting the tests set forth above. Investment of Funds All funds held under the Trust Agreement are required to be invested in certain Permitted Investments as provided under the Trust Agreement. See "APPENDIX D — SUMMARY OF CERTAIN PROVISIONS OF THE PRINCIPAL LEGAL DOCUMENTS — DEFINITIONS" for the definition of Permitted Investments. Funds held by the City are invested by the City in accordance with the City's Investment Policy as authorized by Section 53600 et seq. of the Government Code of the State of California. Allowable investments under the Investment Policy are those authorized by California Government Code Sections 53601 and 53630. See "THE ELECTRIC SYSTEM — City Investment Policy." All investments, including the Permitted Investments and those authorized by law from time to time for investments by public agencies, contain a certain degree of risk. Such risks include, but are not limited to, a lower rate of return than expected and loss or delayed receipt of principal. The occurrence of these events with respect to amounts held under the Trust Agreement, or other amounts held by the City, could have a material adverse effect on the City's finances. Limitations on Remedies The ability of the City to comply with its covenants under the 2025A Installment Sale Agreement and to generate Net Revenues of the Electric System sufficient to pay the 2025A Installment Sale Payments securing the 2025A Bonds may be adversely affected by actions and events outside of the control of the City. Furthermore, any remedies available to the owners of the 2025A Bonds upon the occurrence of an. event of default under the Trust Agreement are in many respects dependent upon judicial actions which are often subject to discretion and delay and could prove both expensive and time consuming to obtain. In addition to the limitations on remedies contained in the Trust Agreement and the 2025A Installment Sale Agreement, the rights and remedies provided in the Trust Agreement and the 2025A Installment Sale Agreement may be limited by and are subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights, to the application of equitable principles, to the exercise of 13 4859-7019-0694v9J200986-0002 judicial discretion in appropriate cases and to limitations on legal remedies against public agencies in the State of California. Bankruptcy proceedings, or the exercise of powers by the federal or State government, if initiated, could subject the owners of the 2025A Bonds to judicial discretion and interpretation of their rights in bankruptcy or otherwise, and consequently may entail risks of delay, limitation, or modification of their rights. See "APPENDIX D — SUMMARY OF CERTAIN PROVISIONS OF THE PRINCIPAL LEGAL DOCUMENTS — SUMMARY OF THE TRUST AGREEMENT — Events of Default and Remedies" for additional information regarding events of default under the Trust Agreement and the remedies available to owners of the 2025A Bonds pursuant to the terms thereof. THE AUTHORITY The Authority was originally created in December 1988 by the Joint Exercise of Powers Agreement which was entered into between the City and the Housing Authority. The Authority was created for the purpose of facilitating the financing of public capital improvements in accordance with the Joint Exercise of Powers Act. Under the Joint Exercise of Powers Agreement, the Authority is a public entity, separate from the City and the Housing Authority. The debts, liabilities and obligations of the Authority shall not constitute debts, liabilities or obligations of the City or the Housing Authority. Pursuant to the Joint Exercise of Powers Agreement, the Authority is empowered to, among other things, cause the acquisition of equipment and other personal property for the use of the City. The Joint Exercise of Powers Agreement further provides that the Authority will fulfill the purposes of the Joint Exercise of Powers Agreement by undertaking the sale and issuance of bonds in accordance with the Act. The Authority shall continue in effect so long as any obligation of the Authority remains unpaid or any Authority bonds are outstanding. The Authority is administered by a governing board consisting of the City Council of the City. 14 4859-7019-0694v9J200986-0002 General The City is a general law city of the State of California. As a general law city, the City has the power to furnish electric utility service to its inhabitants. In connection therewith, the City has the powers of eminent domain, to contract, to construct works, to fix rates and charges for commodities or services furnished and to incur indebtedness. Specifically, the City Council is authorized by the Redding Municipal Code to establish electric utility rates for all electric utility subscribers, and any rate changes are not subject to regulatory agency review. The City provides electric utility service through the Electric Utility Department. The legal responsibilities and powers of the Electric Utility Department, including the establishment of rates and charges, are exercised through the five -member City Council. The members of the City Council are elected City-wide for staggered four-year terms. The Electric Utility Department is under the direction of the Director of the Electric Utility Department who is appointed by the City Manager. To provide electric service within its service area (which is coterminous with the City's corporate city boundaries), the City owns and operates an Electric System that includes generation, transmission and distribution facilities. The City also purchases power and transmission service from others. In addition, the City provides normal city services to its inhabitants such as police and fire protection and water and sewer service. Since 1921, the City has provided electric service within its boundaries. For the Fiscal Year ended June 30, 2024, the City served approximately 45,413 customer accounts, had total sales of approximately 737 million kWh and a peak demand of 234.2 MW. Management The City's electric utility operations are carried out under the direction of the Director of the Electric Utility Department and in accordance with the City Council's directives and policies. Nick Zettel is the Electric Utility Director for the City of Redding Electric Utility. Mr. Zettel holds a Bachelor of Science degree in Financial Management and has worked at the Electric Utility Department for over 20 years holding various positions in resource planning, energy trading, market operations, and leadership team development. He is a member of the Central Valley Project O&M Governance Board, the Central Valley Project Corporation Board of Directors, and Commissioner of the Balancing Authority of Northern California, the Transmission Agency of Northern California, and the M-S-R Public Power Agency and M-S-R Energy Authority. Power Supply Resources The following table sets forth information concerning the Electric Utility Department's power supply resources and the percent of total energy supplied by each during the Fiscal Year ended June 30, 2024. 15 4859-7019-0694v9J200986-0002 CITY OF REDDING ELECTRIC UTILITY DEPARTMENT POWER SUPPLY RESOURCES (For the Fiscal Year Ended June 30, 2024) Capacity Available Source (MW)(') Purchased Power: Western Base Resource 128.5 M-S-R PPABig Horn I Wind Project 23.0 Short -Term Purchases(3) N/A Total Purchased Power0) 151.5 Generation Facilities: Redding Power Plant(4) 183.1 Whiskeytown 3.5 Total Generated Power 186.6 Total (Generated and Purchased)(2) 338.1 Total Energy Sold and Exchanged at Wholesale N/A System Requirement for Retail N/A Actual Energy Percent of (GWh) Total. Energy(2) 285.2 154.4 292.8 732.4 360.8 23.7 384.5 1,116.9 350.8 766.1 25.5% 13.8 26.2 65.6% 32.3% 2.1 45.4% 100.0% 31.4% 68.6% (1) Capacities listed may not be available at all times and do no necessarily represent values used for resource planning. (2) Totals may not add due to rounding. (3) Includes power purchases for resale. See "-Wholesale Energy Trading" below. (4) Capacity listed is nameplate capacity (EIA860 defined) for Redding Power Plant. Source: City of Redding. The City's Redding Power Plant serves as its primary local generation resource (although the City substitutes market purchases when economical to do so). The Redding Power Plant has a total nameplate capacity of 183.1 MW, or approximately 1,300 GWh of available energy per year. The plant was expanded to its current capacity in 2011 with the addition of Unit 6, a natural gas -fired combined cycle generator which added 42.5 MW of capacity to the plant. This addition was designed, in part, to offset an expected decrease in energy to be received by the City as a result of the expiration of certain previously existing power supply arrangements. See "- Joint Powers Agency Resources -Purchased Power, Generation and Transmission - M-S-R PPA - San Juan Retained Obligations" below. The Redding Power Plant, together with the City's other existing power supply resources and additional renewable resources anticipated to be acquired by the City to meet future regulatory requirements, are currently expected by the City to be sufficient to supply the City's projected energy needs through the foreseeable future. Each of the City's power supply resources are briefly described below. 16 4859-7019-0694v9/200986-0002 Generating Facilities Redding Power Plant. The Redding Power Plant is located on a site owned by the City within the city limits of Redding. The Redding Power Plant presently consists of the following components: (i) a two - on -one combined cycle power generating plant that uses two Siemens SGT-800 gas turbines, one with a 40 MW nameplate capacity and one with a 42.5 MW nameplate capacity, operating in combined cycle with a 26.8 MW GE steam turbine, and (ii) three GE Frame 5 simple cycle combustion turbines, with a combined nameplate capacity of 73.8 MW, for a total station nameplate capacity of 183.1 MW. The initial steam unit at the Redding Power Plant was acquired by the City in August 1991 and was converted from biomass fuel to natural gas in 1994. The three simple cycle combustion turbines were added to the Redding Power Plant site in October 1996. The first SGT-800 gas turbine, Unit No. 5, was placed into commercial operation in June 2002. Unit No. 6, the second SGT-800 gas turbine with a heat recovery steam generator, was placed into commercial operation in August 2011. See also "—Fuel Supply" below. Whiskeytown Project. The City owns and operates a 3.5 MW hydroelectric generating plant located at the United States Bureau of Reclamation (the "U.S. Bureau of Reclamation") Whiskeytown Dam near Redding, California. This project, completed in 1986, has produced average annual energy in the amount of approximately 25 GWh. In some years, temporarily high flow releases have been captured by the flexibility of the dual runners installed in the Whiskeytown unit and additional energy has been generated. The City estimates that under minimum flow releases, this hydroelectric generation facility will produce approximately 10 GWh per year. The City estimates that this hydroelectric generation facility will produce approximately 24 GWh in Fiscal Year 2024-25. The City has received full California Energy Commission ("CEC") certification for the Whiskeytown hydroelectric facility as a California Renewable Portfolio Standard ("RPS") "Eligible" renewable resource. The Whiskeytown hydroelectric facility has been registered with the Western Renewable Energy Generation Information System ("WREGIS"), and the associated renewable energy credits ("RECs") will either be retained by the City electric utility for RPS compliance purposes or utilized for wholesale sales. Joint Powers Agency Resources — Purchased Power, Generation and Transmission TANC California -Oregon Transmission Project. The City, together with fourteen other northern California cities, utility districts and one rural electric cooperative, is a member or associate member of a California joint powers agency known as the Transmission Agency of Northern California (referred to herein as TANG). TANC, together with Western Area Power Administration ("Western") and PG&E (collectively, the "COTP Participants"), own the California —Oregon Transmission Project (the "COTP"), a 339-mile long, 1,700 MW (as most recently re -rated), 500 kV transmission project between southern Oregon and central California. The COTP was placed in service on March 24, 1993, at an original cost of approximately $430 million. To utilize the full transfer capability of the COTP on a firm basis and maximize the benefits of the line, the COTP is operated on a coordinated basis with the Pacific AC Intertie (the "Intertie"), a two-line system which, like the COTP, connects California utilities with those in the Pacific Northwest. The Intertie lines are owned by PG&E, PacifiCorp and Western and are operated by the California Independent System Operator Corporation (the "CAISO"). Rate schedules are on file with the Federal Energy Regulatory Commission ("FERC") to accomplish this coordination. The three -line system comprised of the COTP and the Intertie is collectively referred to as the California -Oregon Intertie. Pursuant to Project Agreement No. 3 for the COTP (the "TANC Agreement"), TANC has agreed to provide to the City and 12 other members of TANC (the "TANC Member -Participants") a participation percentage of TANC's entitlement (currently approximately 1,505.6 MW) of COTP transfer capability. In return, each TANC Member -Participant has severally agreed to pay TANC a corresponding percentage of TANC's share of the COTP construction costs, including debt service on TANC's revenue bonds and other 17 4859-7019-0694v9J200986-0002 obligations issued by TANC to finance its ownership share of the COTP. A TANC Member -Participant's obligations to make payments to TANC are not dependent upon the operation of the COTP and are not subject to reduction. Upon an unremedied default by one TANC Member in making a payment required under the TANC Agreement, the non -defaulting TANC Member -Participants are required to increase pro- rata their participation percentage by the amount of the defaulting TANC Member -Participant's entitlement share, provided that no such increase can result in a greater than 25% increase in the participation percentage of a non -defaulting TANC Member -Participant. See "— Indebtedness" below. The City gains access to its COTP entitlements (representing approximately 148 MW of COTP scheduling rights as more fully described below) through a long-term transmission service contract with Western. See "— Interconnections, Transmission and Distribution." The City is currently using a portion of its COTP transfer capability to provide transmission of renewable wind capacity and energy purchased through M-S-R PPA. See "M-S-R PPA Purchased Power -Big Horn I Wind Energy Project" below. The remaining transfer capability is used to make spot market purchases of firm and non -firm energy and as reliability backup for the City's firm power purchases and sales commitments. TANC's current ownership interest in the COTP includes certain COTP transmission assets (representing an approximately 121 MW entitlement) purchased by TANC in April 2008 from Vernon Light & Power of the City of Vernon, California ("Vernon"), one of the original owners of the COTP. The City, as well as six other TANC Members, participated in the acquisition from Vernon and share in the increase in COTP entitlement rights and are responsible for the associated cost obligation for this TANC interest. In addition, effective as of January 1, 2025, TANC accepted the assignment and transfer from the City of a 1.7496% share (approximately 25 MW) ownership interest in the COTP purchased by the City in April 2005 from the City of Shasta Lake, another original owner of the COTP. The City will retain its rights to utilize such COTP entitlement previously owned by the City and transferred to TANC, and the City is responsible for the associated cost obligation. Also effective as of January 1, 2025, TANC accepted the assignment and transfer of certain interests in the COTP (representing approximately 2 MW) acquired by the City of Roseville ("Roseville") and the Turlock Irrigation District ("TID") from the San Juan Water District and Carmichael Water District, as original owners of the COTP. Roseville and TID enjoy the COTP entitlement rights represented by these COTP interests and are responsible for the associated cost obligations. TANC financed its interest in the COTP through the issuance of California -Oregon Transmission Project revenue bonds, of which approximately $159.6 million principal amount was outstanding as of January 1, 2025. In November 2021, TANC approved a 20-year capital replacement plan for the COTP. In August 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 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 $120,000,000 for the purpose of financing improvements to the COTP on an interim basis. TANC executed the TANC Credit Agreement in September 2024. As of January 1, 2025, $91.7 million aggregate principal amount of TANC short-term notes were outstanding under the TANC Credit Agreement. See "— Indebtedness — Joint Powers Agency Obligations." Pursuant to the TANC Agreement (and the effect of the subsequently acquired interests described above), the City is obligated to pay 10.04% of TANC's COTP operating and maintenance expenses and approximately 8.4% of TANC's debt service on its outstanding bonds and notes. The City will be obligated to pay approximately 10.04% 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 "— Indebtedness — Take -or -Pay; Joint Powers Agency Obligations." The City is entitled to 1.0.04% of TANC's share of COTP transfer capability (approximately 148 MW net of life -of -the asset third -party layoffs by TANC) on an unconditional take -or -pay basis. The W 4859-7019-0694v91200986-0002 City' share of annual operating and maintenance expenses and debt service payable to TANC pursuant to the TANC Agreement is estimated to be approximately $6.6 million per year. The City's payments to TANC, including payments for debt service on TANC's revenue bonds and other debt obligations, constitute Maintenance and Operation Costs of the City's Electric System. The COTP is operated within the Balancing Authority of Northern California (`BANC") balancing authority area. 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. The City is a member of BANC. See "—Interconnections, Local Transmission and Distribution Facilities" below. Under BANC, the City enjoys the benefits of direct scheduling energy transactions over the COTP within the balancing authority area, free of the CAISO tariff, charges, congestion and encumbrances. As the 340-mile COTP transmission line runs from Kamath County in Southern Oregon to the Tesla Substation located south of the City of Tracy in San Joaquin County, in central California, approximately 34% of the transmission line runs through the "elevated" Tier 2 fire risk zone and 1% runs through the "extreme" Tier 3 fire risk zone as identified on the CPUC's Fire -Threat Map. TANC employs a fire risk management plan to mitigate its wildfire risk exposure that includes semi-annual aerial inspections; a series of annual ground inspections; a rigorous vegetation management program; as well as limiting crops and vegetation height in orchard areas. The COTP is constructed entirely of steel lattice towers or single pole steel structures which includes a 200 foot right-of-way for the majority of the COTP that is kept clear of trees and large vegetation. TANC has submitted its wildfire mitigation plan for the COTP to the California Wildfire Safety Advisory Board (the "Wildfire Advisory Board") as required by California Senate Bill 901 ("SB 901"). See "CERTAIN FACTORS AFFECTING THE ELECTRIC UTILITY INDUSTRY — State Legislation and Regulatory Proceedings — Legislation Relating to Wildfires; Related Risks." Tesla-Midway Transmission Service. The southern physical terminus of the COTP is near PG&E's Tesla Substation near Tracy, California. TANC has arranged for PG&E to provide TANC and certain TANC Members with 300 MW of firm, bi-directional transmission capacity on its transmission system between PG&E's Testa Substation and the Midway Substation in Buttonwillow, California (the "Tesla- Midway Service") under a long-term agreement known as the South of Tesla Principles. The City's share of Tesla-Midway Service is 31 MW. This transmission service enhances the value of the COTP to TANC and the TANC Member -Participants by increasing opportunities for energy purchases, sales and other utility arrangements. The City has utilized its full allocation of Testa -Midway transmission service for firm and non -firm power transactions. M-S-R PPA Purchased Power —Big Horn I Wind Energy Project. The City, along with the Modesto Irrigation District ("Modesto") and the City of Santa Clara ("Santa Clara"), is a member of a California joint powers agency known as the M-S-R Public Power Agency (referred to herein as M-S-R PPA). In 2005, M-S-R PPA entered into a series of power purchase agreements with Avangrid Renewables, Inc. (originally PPM Energy, Inc. and formerly Iberdrola Renewables, Inc.) ("Avangrid"), certain of which agreements have been assigned to Avangrid's subsidiary, Big Horn I, LLC, for the purchase of energy from the Big Horn I wind energy project (the "Big Horn I Project") located near the town of Bickleton, in Klickitat County, Washington. The 199.5 MW project consists of 133 1.5 MW GE wind turbines. The City participates in the purchase of a 35% share of the output from the Big Horn I Project through M-S-R PPA. The City's share equates to approximately a 70 MW share of the project output. The cost for the City's 70 MW output share equates to a cost roughly comparable to combined cycle gas —fired generation. Power deliveries commenced on October 1, 2006, and will continue through September 30, 2026. Through an amendment of the original agreements M-S-R PPA has an obligation to continue to take the same output through September 30, 2031, or if the Big Horn I Project is repowered, M-S-R PPA will have a right of first 19 4859-7019-0694v9J200986-0002 offer to negotiate a long-term power purchase for such repowered project. The project interconnects with the high voltage transmission grid through an 11-mile transmission line at the Spring Creek Substation of Bonneville Power Administration ("BPA"). Through the shaping and firming agreement between M-S-R PPA and Avangrid, Avangrid receives Big Horn I Wind energy, as generated, and delivers such energy to M-S-R PPA at the California -Oregon border pursuant to firm pre -established delivery schedules. The City uses a portion of its COTP transfer capability to provide for transmission of the output from the Big Horn I Project from the California -Oregon border to the City. The Big Horn I Project is operated within the Avangrid balancing authority (which began operating in mid-2018) and delivered through the BPA balancing authority area. On October 1, 2009, BPA began imposing a wind integration charge for the purpose of recovering its costs to provide within -hour generation balancing services for wind generators. Pursuant to a series of amendments of the power purchase agreements between M-S-R PPA and Avangrid effective September 18, 2019, M-S-R PPA agreed to pay to Avangrid, following the effective date of operation of the Avangrid balancing authority on July 31, 2018, in lieu of responsibility for payment of any wind integration charges to BPA, a wind integration charge of $1.10/kW month through December 31, 2018 and $1.01/kW month thereafter. Through a collaborative effort between Avangrid and M-S-R PPA, the Big Horn I Project has obtained California RPS certification as an "Eligible" renewable resource by the CEC. The Big Horn I Project has been registered with the WREGIS by Avangrid with BPA acting as the Qualified Reporting Entity. The RECs are transferred from Avangrid, the originator, to M-S-R PPA and finally to the members of M-S-R PPA, for either retirement or wholesale sales by such members. BPA establishes rates to be charged for power and transmission services in biennial formal evidentiary hearing processes. Changes in BPA rates indirectly affect the Big Horn I Project costs through formulaic adjustments to prices paid to Avangrid. M-S-R PPA—San Juan Retained Obligations. The City's resources acquired through M-S-R PPA previously included an entitlement to a portion of the output of M-S-R PPA's prior ownership interest in Unit No. 4 of the San Juan Generating Station (hereinafter, the "M-S-R PPA San Juan Unit No. 4 Interest"), a coal-fired steam electric generating unit located in San Juan County, New Mexico, which was constructed and operated by the Public Service Company of New Mexico ("PNM"). M-S-R PPA divested its M-S-R PPA San Juan Unit No. 4 Interest on December 31, 2017, although it retains certain liabilities for a share of the costs of environmental remediation obligations and plant decommissioning and mine reclamation, as described below. The final operating unit of the San Juan Project, Unit No. 4, permanently ceased operations on September 29, 2022. M-S-R PPA purchased its 28.8% (approximately 146 MW) M-S-R PPA San Juan Unit No. 4 Interest on December 31, 1983 and began dispatching power from such interest in May 1995. M-S-R PPA financed the acquisition of its M-S-R PPA San Juan Unit No. 4 Interest, and certain costs of related transmission arrangements, through the issuance of its San Juan Project revenue bonds, all of which were retired as of July 1, 2022. The City purchased from M-S-R PPA, on a take -or -pay basis, a 15% entitlement share in the M-S-R PPA San Juan Unit No. 4 Interest pursuant to a power sales agreement (the "M-S-R PPA Agreement"), among M-S-R PPA and its members. The divestiture of M-S-R PPA's interests in San Juan Unit No. 4 (referenced above) was completed pursuant to a number of agreements (the "San Juan Restructuring Agreements") between and among the prior San Juan Generation Station owners (the "San Juan Participants"), which provided for the interests of M-S-R PPA and certain other San Juan Participants (the "Divested San Juan Participants") in the San Juan Generation Station to be transferred to the remaining San Juan Participants effective December 31, 2017.. In addition to the ownership divesture, the San Juan Restructuring Agreements provide for, among other things, the allocation of ongoing responsibility for decommissioning costs, mine reclamation costs and any environmental remediation obligations among the Divested San Juan Participants and the remaining San 20 4859-7019-0694v9/200986-0002 Juan. Participants, and the establishment and funding of mine reclamation and plant decommissioning trust funds. Pursuant to the San Juan Restructuring Agreements, M-S-R PPA and the other Divested San Juan Participants retain certain liabilities for a share of the costs of San Juan Generation Station decommissioning and pre -exit date mine reclamation costs. Under the San Juan Restructuring Agreements, M-S-R PPA was required to maintain a balance of approximately $12.1 million in the mine reclamation trust funds as of December 31, 2023 to fund its currently expected share of ongoing and final reclamation costs, which requirement was met by a year-end balance at such date of approximately $12.2 million. As of December 31, 2023, M-S-R PPA's liability for mine reclamation costs is recorded pursuant to Governmental Accounting Standards Board ("GASB") Statement No. 83, Certain Asset Retirement Obligations ("GASB 83") requirements as approximately $14.6 million. In addition, under the San Juan Restructuring Agreements, M-S-R PPA was required to maintain a balance of approximately $2.3 million in the decommissioning trust fund as of December 31, 2023 to fund its currently expected share of the initial work for known asset removal and remediation activities in connection with demolition of the San Juan Generation Station, which requirement was met by a year-end balance at such date of approximately $2.6 million. As of December 31, 2023, M-S-R PPA's liability for plant demolition costs is recorded pursuant to GASB 83 requirements as approximately $3.3 million. However, M-S-R PPA's final total proportionate share of San Juan Generation Station decommissioning and mine reclamation costs cannot yet be determined and will depend on a number of factors, including, among other things, actual costs for the demolition work. Additional deposits to the trust funds may be required in the future if trust earnings are below expectations or if determined necessary by future decommissioning and reclamation costs study updates. Pursuant to the M-S-R PPA Agreement, the City is unconditionally obligated thereunder to pay its entitlement share (15%) of all of M-S-R PPA's costs associated with the M-S-R PPA San Juan Unit No. 4 Interest, including any remaining liabilities for environmental remediation obligations, decommissioning and mine reclamation of the plant associated with the M-S-R PPA San Juan Unit No. 4 Interest. The City's payments to M-S-R PPA under the M-S-R PPA Agreement constitute Maintenance and Operation Costs of the City's Electric System. The City's obligations to make payments under the M-S-R PPA Agreement are not dependent upon the continued ownership or operation of the San Juan Unit No. 4 and are not subject to reduction. Pursuant to the M-S-R PPA Agreement, upon failure of any M-S-R PPA member to make any payment thereunder which failure constitutes a default under the M-S-R PPA Agreement, the participation percentage of each non -defaulting member automatically will be increased for the remaining term of the M-S-R PPA Agreement in proportion to its participation percentage; provided, however, that the sum of such increase for any non -defaulting member shall not exceed 25% of its original participation percentage. In light of the divesture of its active ownership interest in San Juan Unit No. 4, the majority of M-S-R PPA activities are currently related to renewables (including the Big Horn I Project described above). Coordinating, regulatory, and compliance services costs of M-S-R PPA are shared among the M-S-R PPA members as follows: the City — 20%; Modesto — 40%; and Santa Clara — 40%. Renewable administrative services, electric product, delivery and environmental attribute rights, benefits and costs are shared in accordance with contracted participation ratios described above. NCPA. The City is a member of the Northern California Power Agency ("NCPA"). NCPA owns certain electric generating projects. The City is not currently a participant in any of the NCPA projects. As a member of NCPA, the City participates in NCPA's state and federal egislative and regulatory matters. Purchased Power Western. The City receives a significant portion of its supply of power from the Central Valley Project (the "CVP") pursuant to a contract with Western. The CVP, for which Western serves as marketing 21 4859-7019-0694v9J200986-0002 agency, is a series of federal hydroelectric facilities in. Northern California operated by the U.S. Bureau of Reclamation. Delivery of purchased power from Western is made by Western over the CVP transmission system at the City's two interconnection points with Western: (1) the Keswick Dam Switchyard, a Western facility located approximately 0.5 miles from the City, and(2) the City's Airport Substation, which is jointly owned by Western and the City, and located in the southeastern part of the City. The rates and terms of this service is in accordance with Western's then -current rate schedule and Open Access Transmission Tariff ("OATT"). Power is transmitted to the City's distribution substations over the City's 115 kV transmission. lines. The City previously purchased low-cost hydroelectricity from the CVP under a 20-year agreement with Western which began on January 1, 2005 and continued through 2024 (and which agreement replaced a prior agreement which expired December 31, 2004). Under such agreement, the City initially received a 7.7% "slice of the system" base resource allocation from Western. As of January 1, 2015, Western revised its allocation percentages, and the City's allocation increased to 8.159% for the then remaining term. The power marketed by Western to the City is provided on a take -or -pay basis wherein Western's annual costs are allocated to all CVP preference customers based on their CVP participation percentage. Western then allocates the annual take -or -pay charges to the CVP preference customers based on a monthly percentage that is designed to reflect the anticipated seasonal energy deliveries. The City is obligated to pay its preference customer share of the costs associated with operating the CVP facilities. In January 2021, the City executed a 30-year agreement with Western for the continued purchase of hydroelectricity from the CVP, the term of which agreement began on January 1, 2025 and will continue through December 31, 2054 (unless earlier terminated). The agreement is similar to the City's prior contract with Western, but the City's base resource allocation decreased to 7.99604% beginning in 2025. In addition, in 2040, the allocation of CVP to Western customers (including the City) will be reduced by 1% to allow for new Western customers. Under the new agreement, the City may reduce its CVP quantity or terminate the agreement when a new rate schedule is adopted or extended (which will occur at least every five years). The City's contract with Western includes power from numerous hydroelectric plants around the Sierra Nevada region, some of which qualify as a California RPS "Eligible" renewable resource. The City participates in Western's Sierra Nevada region program (the "small hydro program") to receive the RECs from the qualifying hydroelectric projects. RECs from these qualifying hydroelectric facilities (under 30 MW) account for approximately 3.0% of the City's base resource allocation from Western. The table below shows the deliveries and wholesale power rates charged by Western for Fiscal Years 2020-21 through 2023-24 and the projected deliveries and power rates to be charged by Western for Fiscal Year 2024-25. Energy made available for delivery to the City under its agreement with Western is subject to the annual hydrology of the CVP, and can vary significantly from year to year. Deliveries in Fiscal Years 2021-22 through 2022-23 reflect the then ongoing drought conditions in California. For planning purposes, Western provides estimates of projected deliveries based upon Western's assessment of current and expected hydrologic conditions. The projected deliveries for Fiscal Year 2024-25 are based upon amounts received to April 2024 and Western's estimates as of April 2024, and will be subject to hydrologic conditions for the remainder of the Fiscal Year. 22 4859-7019-0694v9J200986-0002 Western Area Power Administration Wholesale Power Rates and Deliveries (Historical and Projected — Fiscal Years 2020-21 through 2024-25) Energy Price Fiscal Year (GWh) $/MWh 2020-21 178,909 $33.02 2021-22 122,059 47.10 2022-23 128,052 40.09 2023-24 285,228 1.4.44 2024-250) 232,022 18.21 0) Projected Fiscal Year 2024-25 power rates and deliveries based on actual amounts to April 2024 and Western's estimates as of April 2024. Source: City of Redding. Hydrology in California can be highly variable from year to year. In an average water year, approximately 30% of the City's power supply resources are derived from hydroelectric sources, including both the Whiskeytown Project and power purchased from Western. In the event of reduced hydroelectric generation, it is necessary for the City to generate additional energy or to purchase additional energy on the wholesale market to meet its retail sales and load obligations, both of which incur additional costs. Renewable Resources Current Energy Mix. The City has a diversified renewable portfolio that includes wind power purchase agreements and hydroelectric resources. As described above, these currently include the City's purchase through M-S-R PPA of a portion of the output of the Big Horn I Project (wind energy), as well as the City's participation in Western's small hydro program. The City also owns and operates its small hydroelectric generating plant at the base of Whiskeytown Dam. Additionally, the City has also entered into a long-term and short-term renewable energy power purchase agreements to purchase eligible renewable energy from various generators in various quantities. The table below set forth the City's estimated mix of power resources used to generate the electricity sold to customers for calendar year 2023. CITY OF REDDING ELECTRIC UTILITY DEPARTMENT 23 4859-7019-0694v9/200986-0002 GENERATION MIX PERCENTAGES (2023)(1) Redding Power Mix Energy Resource Type Percentage(') Eligible Renewable(2) Biomass and Biowaste Geothermal Eligible Hydroelectric Solar Wind Coal Large Hydroelectric Natural Gas Nuclear Other Unspecified Sources of Power (3) Total 27.6% 0.0 26.5 45.5 0.3 0.0 0.1 100.0% 0.0 0.0 4.3 0.0 23.2 (1) Based on the City's calendar year 2023 (most recent) Annual Power Content label submission to the CEC. (2) The eligible renewable percentage in table above does not reflect RPS compliance, which is determined using a different methodology. (3) Unspecified power is electricity that has been purchased through open market transactions and is not traceable to a specific generation source. Source: City of Redding. City Renewable Portfolio Standard. Over the last two decades, the City has taken numerous steps towards satisfying the RPS targets set forth in State legislation, and has pursued cost-effective contracts and ownership opportunities for renewable resources. In response to the adoption of California Senate Bill 1078 in 2002, the City first formally adopted a Renewables Portfolio Standard (RPS) in 2003 which stated that the City would meet or exceed a standard of 20% of the City's annual energy needs to be provided by state qualified renewable resources by 2017. Following the development by the California Air Resources Board ("CARB") of a Renewable Energy Standard, the City updated its RPS policy in 2011 to include a 33% by 2020 goal. In accordance with the California Renewable Energy Resources Act, enacted in 2011 as SBX1-2 ("SBX1-2"), the City was required to develop and implement a renewable energy resources plan which provided that a specified average of the Electric System's retail sales must be procured from eligible renewable energy resources during specified compliance periods through 2020. The City was "deemed in compliance" with the RPS procurement requirements for Compliance Period 1 (2011-2013) by the CEC, satisfying its RPS obligation with an optional compliance measure. The City satisfied the RPS target for Compliance Period 2 (from 2014 through 2016), meeting the compliance requirement of 20% of retail sales in 2014 and 2015, and 25% of retail sales in 2016. The City also satisfied the RPS target for Compliance Period 3 (from 2017 through 2020), meeting the compliance requirement of 27% of retail sales in 2017, 29% of retail sales in 2018, 31 % of retail sales in 2019,.and 33% of retail sales in 2020), through the use of banked RECs from prior excess procurement. California Senate Bill 350 ("SB 350") requires that the target amount of electricity generated each year from eligible renewable energy resources be increased to at least 50% of total retail sales by December 31, 2030. California Senate Bill 1.00 ("SB 100") accelerates the State's RPS target as established by SB 350 from 50% by 2030 to 60% by 2030 and sets interim compliance targets to achieve such goal. The City intends to exercise optional compliance measures in satisfaction of the interim target under SB 100 of 44% of retail sales to be made from eligible renewable energy resources by December 31, 2024. In addition, the City is preparing to meet the accelerated eligible renewable energy compliance requirement of 60% of retail sales by December 31, 2030 in accordance with SB 100. The City 24 4859-7019-0694v91200986-0002 has registered with WREGIS to track, transfer, retire and sell RECs. The City's RPS compliance obligation is increasing due to rising customer demand primarily driven by electrification adoption. The City intends to meet the RPS compliance targets, but plans to utilize eligible optional compliance measures in the event it falls short of the revised RPS requirements. See "CERTAIN FACTORS AFFECTING THE ELECTRIC UTILITY INDUSTRY — State Legislation and Regulatory Proceedings — California Renewables Portfolio Standard." Distributed Energy -,Solar Programs. In 2007, the City adopted a solar initiative program designed to meet Senate Bill I ("SB I") requirements for the promotion of solar photovoltaic projects through rebates and incentives. Over the last several years, over 2,200 solar photovoltaic ("PV") projects with a capacity of over 21 MW have been installed within the City. The projects range from 1 kW to 700 kW and are located on City -owned and customer -owned facilities throughout the City. The City offered significant rebates through September 30, 2010. The City Council approved a 700 kW project at the municipal airport in December 2010 which, combined with several other scalable sized projects, effectively exhausted funds available to incentivize solar photovoltaic projects with rebates through July 2014. In August 2014, the City reopened the rebate program with $700,000 in funding; those funds were exhausted in less than two business days through 105 applications with a total installed capacity of 13 MW. Since that time, the City has continued to see growth in installed PV systems. On September 13, 2016, the City again re -opened the solar rebate program and provided a $0.50/watt rebate, up to maximum of $5,000. After meeting the goals of SB 1, application for the program was closed on October 31, 2017 with approximately $1.1 million in rebates having been provided through December 31, 2017. The City continues to see additional PV system installations in the City, prompted at least in part by the California building code standards requirements for PV installations in various new construction residential and nonresidential buildings. Energy Efficiency Programs To operate cost-effectively, the City developed several load -management and energy -conservation programs, including public awareness campaigns, technical conservation assistance, rebates on energy - efficient products and technologies, renewable technologies, and energy -efficient streetlights. In Fiscal Year 2021-22, the City developed its Demand -Side Integrated Resource Plan (DSM-IRP) and determined that decarbonization programs (i.e., electrification) were more cost-effective than energy -efficiency programs due to their ability to produce downward rate pressure from the increased retail load. The electrification rebate programs, which help reduce carbon emissions by including incentives for switching appliances from natural gas to electric technologies, were launched at the beginning of Fiscal Year 2022- 23. The City also developed various electrification programs for income -qualified customers, which provide electrification equipment and installation at no cost or point -of -sale vouchers for electric vehicle or e-bike purchases to reduce up -front costs. Future Power Supply Resources The City maintains a future power supply plan to ensure that resources to meet both the capacity and energy needs of the City (including reliability reserves) are planned, developed and tested before their load service duty begins. The City's interest in the M-S-R PPA power purchase agreements for wind energy from the Big Horn I Project (see "— Power Supply Resources — Joint Powers Agency Resources - Purchased Power, Generation and Transmission — M-S-R PPA Purchased Power —Big Horn I Wind Energy Project" above), account for nearly 25% of the City's retail energy needs, and over 75% of its current renewable energy requirements. As part of its future power supply planning, the City is exploring options, such as new solar and storage projects, to replace the Big Horn Wind PPA starting in 2027. As noted above, the City is forecasted to have sufficient renewable resources to meet the minimum renewable energy procurement targets mandated by State law through approximately 2030. See "DEVELOPMENTS IN THE CALIFORNIA ENERGY MARKETS — State Legislation — Renewables Portfolio Standard." Options for the City to meet increased requirements of any new legislation or requirements beyond 2030 would include: 25 4859-7019-0694v9/200986-0002 renewing current power purchase agreements for renewable energy; acquiring renewable energy through new power purchase agreements; acquiring new City -owned renewable projects; and/or purchasing qualifying RECs. These options are regularly assessed by the Electric Utility Department and explored in accordance with best utility practices to have the least impact on rates, reliability and safety. The City will continue to look for cost effective, conventional, and renewable resources that will complement the City's existing diversified resource portfolio and reliably meet the future electricity needs of the City's customers, as well as regulatory requirements. Fuel Supply Natural gas is the primary fuel and the primary variable operating cost of the Redding Power Plant. See "— Power Supply Resources — Generating Facilities —Redding Power Plant" above. The Redding Power Plant can require delivery of up to 40,000 million British Thermal Units ("MMBtu") of natural gas per day, with current average daily requirements of 8,500 MMBtu per day. The City has developed a comprehensive natural gas program to both manage supply and price volatility. This includes the procurement of a supply of natural gas at a discount from the monthly index price pursuant to a gas prepayment arrangement, forward purchases of natural gas at fixed prices, and storage options. M-S-R Energy Authority — Gas Prepay. The M-S-R PPA members have formed a joint powers authority known as the M-S-R Energy Authority (referred to herein as M-S-R EA). M-S-R EA was created for the purpose of entering into contracts and issuing bonds to assist the M-S-R EA participants in financing the acquisition of supplies of natural gas for use in each participant's respective electrical generation stations. In 2009, the City participated in the M-S-R EA Gas Prepay Project. The Gas Prepay Project provides the City, through a Gas Supply Agreement with M-S-R EA (the "Gas Supply Agreement"), a reliable, long-term supply of natural gas of 5,000 MMBtu daily (or 1,825,000 MMBtu annually) through September 30, 2039. The Gas Supply Agreement provides this supply at a discounted price below the monthly market index price (the PG&E Citygate index) over the 30-year term. M-S-R EA entered into a prepaid gas purchase agreement with Citigroup Energy, Inc. ("CEI") to provide this gas supply, and issued $200.4 million principal amount of its Gas Project Revenue Bonds, Series 2009C (the "M-S-R EA 2009C Gas Bonds") to finance the prepayment for the City, of which $189.7 million was outstanding as of January 1, 2025. Under the terms of the Gas Supply Agreement, M-S-R EA will bill the City for actual quantities of natural gas delivered each month on a "take -and -pay" basis. The obligations of CEI are guaranteed by Citigroup Inc., and responsibility for bond repayment is non -recourse to the City. Moreover, any default by the other Gas Prepay Project participants, Modesto and Santa Clara, is also non -recourse to the City. Fixed Price Forward Purchases. In addition to natural gas procured through the M-S-R EA Gas Prepay Project, the City has entered into a number of fixed price purchase agreements to purchase natural gas through Fiscal Year 2027-28. The following tables provides on a yearly basis, the amount and approximate purchase dollar amount of current fixed price natural gas purchases for which the City is obligated: Fiscal Year 2024-25 2025-26 2026-27 2027-28 Dth/dy (Decathermper day) 8,188 7,479 3,500 1,750 Purchase Cost ($ in million) $14.5 $1.4.1 $6.3 $3.5 $/Dth $4.85 $5.15 $4.92 $5.48 Currently, the City's forecasted gas requirements range from approximately 6,000 to approximately 10,000 Decatherms per day ("Dth/dy") (a decatherm is equal to one MMBtu) for the next 1.0 yrs. The City 26 4859-7019-0694v9/200986-0002 employs a laddered hedging strategy with specified minimums when considering additional gas purchases; specifically, the smaller of the volume needed to hedge index priced gas or the forward generation requirement as then modeled to meet forecasted load. In connection with the City's gas hedging activities, the City may be required to post collateral to various counterparties based upon contract mark -to -market values and credit exposure limits under such contracts. During the last five years, the City has not been required to post collateral at any time. While the posting of collateral is not an expense to the City, it can encumber unrestricted cash balances when required. Storage. To further manage seasonal, weather, and price volatility, the City has, since 2004, contracted for natural gas storage within California. In 2010, under a 28-year term contract with Gill Ranch Storage, the City commenced utilizing storage rights in Gill Ranch, a gas storage facility located in central California. Under the agreement, the City has leased cushion gas valued at $13.57 million to Gill Ranch Storage and Gill Ranch Storage provides the City with approximately 600,000 Dth of natural gas storage. At the end of the contract term in 2038, the cushion gas will be returned to the City, unless the lessee executes the option to purchase the gas. If the option is exercised, the purchase price will be equal to the original cost of the gas escalated at a rate of 1.08% per annum. Interconnections, Transmission and Distribution The City is a member of the Balancing Authority of Northern California (referred to herein as BANC). In January 2005, the City became part of the Sacramento Municipal Utility District ("SMUD") balancing authority area. In May 2009, SMUD, the City, Modesto and Roseville executed a joint exercise of powers agreement creating BANC to consolidate balancing authority activities. The transition to operation of BANC occurred on May 1, 2011, at which time the operations of the SMUD balancing authority were turned over to BANC. Since that time, the Trinity Public Utilities District and the City of Shasta Lake have also become members of BANC. SMUD acts as the balancing authority operator under contract and performs balancing authority functions on behalf of BANC. As provided in the BANC member agreement, liability for penalties associated with balancing authority -related Reliability Standards are shared on a pro rata basis among the members of BANC. The BANC joint exercise of powers agreement assigns cost responsibility for BANC operations based on member load within the BANC balancing authority. The City's cost responsibility share for BANC operations based upon BANC's budget for 2025 is approximately 4.9%. On April 3, 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. In addition to modest economic benefits, participation in the EIM is expected to enhance BANC members' ability to integrate renewable energy, provide additional sources of real-time supply to augment reliability resources, increase regional resource diversity, and maintain access to a robust pool of resources and counterparties. The remaining BANC members, including the City, began participating in the EIM in March 2021. Western's Sierra Nevada region operates as a sub -balancing authority area within BANC's balancing authority area. Western provides access to the City to Western's high voltage transmission facilities via an interconnection with the City's distribution system. Under a transmission service contract with Western, power needed to meet the City's system loads that are not met by generation assets within its service area can be imported using Western transmission service. The City's transmission service contract with Western, executed in August 1995, is effective for 40 years, subject to a termination right of either party upon five years' notice. Under the transmission service contract, Western agrees to provide on a firm basis, both long-term transmission service and short-term COTP transmission service to the City. 27 4859-7019-0694v9J200986-0002 As discussed herein, the City has firm transmission rights on the COTP. Through its participation in TANC, the City has firm transmission rights to approximately 148 MW of the COTP. The City gains access to its COTP participation rights though its transmission service contract with Western. See "— Power Supply Resources — Joint Powers Agency Resources — Purchased Power, Generation and Transmission — TANC California -Oregon Transmission Project' above. Delivery of all power from sources outside of the City is made to the City at the Keswick Switchyard and the Airport 230/1.1.5 kV Substation. These two facilities provide the City with a reliable interconnection capacity of 275 MW from Western's 230 kV transmission system. The City owns and operates a 115/13.8 kV generation step-up substation at the Redding Power Plant. The City also jointly owns the Airport Substation with Western. The City owns and operates 72 miles of 115 kV transmission system lines which deliver energy to 11 existing distribution substations that step the voltage down to 12 kV. The City also owns and operates 762 miles of 12 kV distribution system lines. The City's system typically experiences approximately 38 minutes of outage time per customer per year (excluding major storm events). Wholesale Energy Trading As previously noted, the City plans for its future conventional and renewable power supplies. In addition to making market purchases when cost-effective, the City sells excess capacity and energy that is surplus to its needs. The City operates and manages its power supply and transmission resources using an "economic dispatch" model that is designed to produce energy at the lowest cost to reliably serve consumers, recognizing any operational limits of generation and transmission facilities. Under this model, the City participates in trading in the wholesale energy markets in order to capture the maximum value of its generation assets and to minimize the cost of purchased power. Additionally, the City optimizes its gas purchases and sales within the year to coordinate with wholesale energy costs. In the three Fiscal Years ended June 30, 2022 through June 30, 2024, gross revenue associated with these trading activities has averaged $35.032 million Net revenue is significantly less but is not independently determinable as it is reflected in the overall cost to serve retail load. For financial forecasting and planning purposes, the City only assumes revenues from wholesale trading activities that are under contract at the time of the forecast. The City expects to continue optimizing its generation and transmission assets using the wholesale market for the benefit of its retail electric customers and anticipates that wholesale trades will continue at some level in the future. Risk Management Program In support of its wholesale market transactions, the Electric Department has maintained a formal risk committee since September 17, 2001. A newly re -chartered Energy Risk Management Committee (` ERC") was established on March 14, 2017. Energy Risk policies were revised in February 2024. The ERC meets periodically to implement risk policies, review wholesale market activities, and establish counterparty credit, among other activities. As of the date of this Official Statement, the City has never experienced a loss as a result of credit quality or transaction performance defaults. Cybersecurity Measures The City has a computer usage and management of electronic records policy and has adopted a risk -based cybersecurity strategy. The Electric Utility Department has computer security procedures, and security practices documents. The Electric Utility Department launched a comprehensive upgrade to the cybersecurity program in 2021 that is compliant with the North American Electric Reliability Corporation ("NERC") Critical Infrastructure Protection ("CIP") Standards. NERC's CIP Standards protect the critical 28 4859-7019-0694v9/200986-0002 infrastructure of the North American electric grid by establishing mandatory cybersecurity regulations designed to safeguard the Bulk Electric System from eyber threats, ensuring the reliable operation of the power grid by mitigating risks posed by cyberattacks on critical assets like power generation and transmission systems. These Reliability Standards were developed by NERC and approved by FERC pursuant to the Energy Policy Act of 2005 ("EPAct 2005"). See "CERTAIN FACTORS AFFECTING THE ELECTRIC UTILITY INDUSTRY — Federal Energy and Environmental Policies and Legislation — Energy Policy Act of 2005." See also "CERTAIN FACTORS AFFECTING THE ELECTRIC UTILITY INDUSTRY — Federal Policy on Cybersecurity" and "— Cybersecurity Risks." Wildfire Mitigation Measures Approximately 50% of the territory of the City's Electric System service area is in a geographical area classified by the CPUC's Fire Threat Map as a "Tier 2" or "Tier 3" fire -threat area (i.e., an area of elevated or extreme risk from utility -associated wildfires), including 18,000 acres adjacent to Electric System equipment and facilities and 1.20 miles of overhead power lines. In connection with the operation of its facilities and equipment, the City currently has in place or is implementing a number of wildfire prevention strategies and programs. These programs and measures include ongoing vegetation management activities, annual inspection of overhead electric utility equipment, enhanced situational awareness though use of surveillance and communications technology, and the ability to eliminate the automatic restoration function on certain transmission lines to require that power to a tripped line is only restored after manual inspection and confirmation that it may be operated safely under established conditions. The City also has established protocols and procedures for operations for emergency preparedness and response. Pursuant to the requirements of SB 901, the City Council approved the City's Wildfire Mitigation Plan on December 3, 2019. The City's Wildfire Mitigation Plan (accompanied by an Independent Evaluator Report) was submitted to the Wildfire Advisory Board. The plan is updated annually, most recently in May 2024, consistent with statutory requirements, and with consideration of the recommendations of the Wildfire Advisory Board regarding its prior plans. See also "CERTAIN FACTORS AFFECTING THE ELECTRIC UTILITY INDUSTRY — State Legislation and Regulatory Proceedings — Legislation Relating to Wildfires; Related Risks" and "— Insurance" below. In addition, the City has adopted a Community Wildfire Protection Plan, which was developed with an external consultant, and with collaboration from the Redding Fire Department, the Electric Utility Department, and other agencies. The Community Wildfire Protection Plan was prepared as a tool to assess the City's wildfire risks, community preparedness and defensibility, and to identify and provide potential wildfire hazard mitigation projects for the City. The City's Community Wildfire Protection Plan was accepted by the City Council in January 2025. Insurance The insurable property and facilities of the Electric System are covered under the City's general insurance program. The City's insurance program currently consists of a combination of commercial insurance policies and self-insurance. Property insurance is administered as a co-insurance plan. The City is self -insured for claims up to $250,000 for all risk and up to $500,000 for wildfires. Additionally, the City has acquired coverages for Redding Power Plant up to $100 million, with various sub -limits and deductibles for different types of losses. The City does not insure its physical assets against the risk of physical loss or damage due to earthquakes. Effective January 1, 2025, the City has also secured certain cybersecurity insurance coverage to protect the Redding Power Plant assets. The City is self -insured for general and liability claims up to $750,000. Any claims from $750,001 to $40.0 million are administered through a governmental pooling joint powers authority, the California Joint Powers Risk Management Authority. In addition, the City is self -insured up to $750,000 per claim for 29 4859-7019-0694v9J200986-0002 workers' compensation claims, with an insurance company co-insuring claims from $750,001 to $50.0 million. The City records liabilities for unpaid claims when they are probable of occurrence and the amount can be reasonably estimated. Funds determined to be at risk are charged a percentage of the total estimated insurance and claim expense. The City periodically evaluates its insurance program and may modify the current configuration of commercial insurance and self-insurance with respect to the City and the Electric System. Limits maintained by the City are subject to change depending on insurance market conditions and assessments by the City as to risk exposure. Rates and Charges The City Council is authorized by the Redding Municipal Code to establish electrical utility rates for all electric utility subscribers. Rate changes are not subject to regulatory agency review. The City has maintained rates sufficient, together with other available funds, to pay for (a) operations and maintenance of the system; (b) additions and betterments to the system; (c) amortization of all depreciation and obsolescence within the system; (d) all debt service liability incurred in the construction or extension of the system; and (e) establishment and maintenance of a reserve fund to provide for extensions and betterments of the system and unforeseen contingencies. See also "— Cash Reserves." In December 2023, the City Council approved a change in electric rates (4.0% rate increases per year) effective with the January 2024 and January 2025 billing cycles, and an increase in the benefit of the residential energy discount for income -qualified households. The general rate increases of 4.0% per year are consistent with the anticipated rate increases contemplated in the City's approved biennial budget for Fiscal Years 2023-24 and 2024-25, and the Electric System's five-year financial plan presented in connection with such budget. The following table presents a history of electric rate increases for the last five years. CITY OF REDDING ELECTRIC UTILITY DEPARTMENT RATE INCREASES Date Percent Change January 1, 2025 4.00% January 1, 2024 4.00 January 1, 2023 2.00 January 1, 2022 2.00 Source: City of Redding. The City's current primary rate schedules for residential, commercial and industrial customers of the Electric System are set forth below. CITY OF REDDING ELECTRIC UTILITY DEPARTMENT PRIMARY RATE SCHEDULES FOR RESIDENTIAL, COMMERCIAL AND INDUSTRIAL CUSTOMERS (As of January 1, 2025) Type and Description of Service 30 4859-7019-0694v9J200986-0002 General Residential Service (Basic): Fixed Charge, per meter, per month $ 40.00 Energy Charge (to be added to Network Access Charge): Per kWh for all kWh in billing period 0.1492 Multi -Family Residential Service (Basic): Fixed Charge, per meter, per month $ 38.00 Energy Charge (to be added to Network Access Charge): Per kWh for all kWh in billing period 0.1492 General Service Small Commercial Customers: Fixed Charge, per meter, per month $ 70.00 Energy Charge (to be added to Network Access Charge): Per kWh for all kWh in billing period 0.1649 General Service Large Commercial and Industrial Customers: Fixed Charge, per meter, per month $ 95.00 Energy Charge (to be added to Network Access Charge): Per kWh for all kWh in billing period 0.1086 Demand Charge, per kW $ 21.50 Source: City of Redding. The table below sets forth the average billing price per kWh for the various customer classes during the Fiscal Year 2023-24. CITY OF REDDING ELECTRIC UTILITY DEPARTMENT AVERAGE BILLING PRICE (CENTS) PER KILOWATT-HOUR (RETAIL SALES) (For Fiscal Year 2023-24) Residential .............................................. $0.1747 Commercial ............................................ 0.1744 Industrial ................................................. 0.1988 Other....................................................... 0.1850 System Averages .................................... 0.1757 Source: City of Redding. Comparison of Selected Monthly Residential Electric Bills The City's residential rates for average usage continue to be below PG&E's rates (for other than baseline (subsidized) residential service). The following table shows a comparison of selected monthly residential electric bills for regional utilities as of October 2024. 31 4859-7019-0694v9J200986-0002 COMPARISON OF SELECTED MONTHLY RESIDENTIAL ELECTRIC BILLS (As of October 2024) 850 kWh 1,500 kWh Average Monthly Average Monthly PG&E $363.17 $680.82 Modesto Irrigation District 1.86.40 318.96 SMUD 186.33 31.0.35 City of Palo Alto 179.68 231.82 Redding 158.98 255.70 Silicon Valley Power 137.96 244.78 Turlock Irrigation District 111.48 201.54 Notes: Excludes state surcharge and taxes, if any. Differences in time -of -use periods and rate adjustments make exact comparisons difficult. Source: City of Redding. Major Customers Based upon energy usage for the Fiscal Year ended June 30, 2024, the ten largest electric utility accounts (including state and federal government accounts) of the City represent approximately 13.9% of total kWh sales and approximately 12.5% of total revenues. The largest account, the City's other departments and activities, consumed approximately 4.1% of the electric utility's total kWh sales and contributed approximately 3.9% of total revenues, and the smallest of the ten largest accounts consumed approximately 0.6% of total kWh sales and contributed approximately 0.5% of revenues. 32 4859-7019-0694v9i200986-0002 CITY OF REDDING ELECTRIC UTILITY DEPARTMENT TEN LARGEST CUSTOMERS( ) (Fiscal Year 2023-24) % of Total Total % of Total Total kWh System Electric System Customer Usage Usage Charge Revenue City of Redding 29,827,306 4.06% $ 5,1.47,591 3.93% State of California 13,241,983 1.80 2,094,094 1.60 Mercy Healthcare Center 12,574,595 1.71 1,813,291 1.39 Shasta County 7,972,576 1.09 1,429,182 1.09 Prime Health Care Shasta LLC 9,719,598 1.32 1,421,535 1.09 Mt. Lakes Manufacturing LLC 7,584,000 1.03 1,231,425 0.94 Redding Rancheria Utility Corp 7,589,416 1.03 1,101,500 0.84 AT&T Services Inc. 5,143,984 0.70 818,543 0.63 Saraf, Simmon 4,481,600 0.61 721,809 0.55 Costco Utility Bills 4,249,960 0.58 624,533 0.48 102,385,018 13.9% $16,403,502 12.5% Source: City of Redding. Customers, Sales, Revenues and Demand The average number of customers, kWh sales, revenues derived from sales, by classification of service, and peak demand during the past five Fiscal Years, are listed below. Combined customer electric requirements created the City's historic distribution system peak demand of 253.0 MW on July 24, 2006. [Remainder of page intentionally left blank.] 33 4859-7019-0694v9J200986-0002 CITY OF REDDING ELECTRIC UTILITY DEPARTMENT CUSTOMERS, SALES, REVENUES AND DEMAND (Fiscal Years Ended June 30) Number of Customers0): Residential ...................... Commercial ..................... Industrial ......................... Other............................... Total Customers........... Kilowatt -Hour Sales: Residential ..................... Commercial .................... Industrial ........................ Other.............................. Total kWh ................... Revenues from Sale of Energy: Residential ..................... Commercial .................... Industrial ........................ Other.............................. Total Revenues from Sale of Energy )(1): . Peak Demand (kW) ........... 2020 2021 2022 2023 2024 38,320 38,587 38,572 38,706 39,019 4,972 4,975 5,088 5,092 5,101 338 353 351 336 326 936 966 970 974 967 44,566 44,881 44,981 45,108 45,413 358,509,525 393,403,666 375,817,815 394,986,058 372,342,493 298,241,578 302,067,356 300,596,737 308,605,996 305,667,285 12,349,327 11,552,342 12,155,405 12,152,344 12,127,995 41,639,506 50,105,459 49,924,125 46,678,248 46,467,017 710,739,936 757,128,823 738,494,082 762,422,646 736,604,790 $ 50,015,075 $ 64,644,393 $ 61,245,910 $ 66,247,872 $ 65,060,311 47,225,005 48,851,836 49,535,399 52,376,793 53,321,173 2,182,133 2,168,208 2,273,909 2,366,791 2,411,381 6,630,690 8,085,886 8,200,232 8,029,169 8,598,261 $106,052,903 $123,750,323 $121,255,450 $129,020,625 $129,391,126 224,200 225,400 233,900 239,100 234,200 (1) The Number of Customers values includes every point at which electricity is used as of the last month of the Fiscal Year. (2) Fiscal Year 2019-20 revenues levels reflect an $11.2 million distribution of cap -and -trade revenues to customers to offset the financial impacts of COVID-19. The distribution, reflected as credits for NAILS reporting, is unique to Fiscal Year 2019-20. 0) Differs from Retail Revenue as shown in the table entitled "Summary of Financial Operating Results" due to timing differences in meter readings, accruals and billings in the application of data for billing system and accounting system data. Source: City of Redding, Utility Billing System Detailed Marketing Report of Quarterly NAICS Usage. All electric bills are due and payable upon receipt of billing and become delinquent 20 days thereafter. If such bills remain unpaid on the 42nd day after billing, all electric services are subject to termination until all fees, charges, penalties and the entire delinquent balance have been paid. Delinquent fees and charges may be made a lien against the property, placed on the tax roll of Shasta County and collected in the same manner as ad valorem taxes. 34 4859-7019-0694v91200986-0002 The City considers its write-offs for uncollectible accounts to be low by electric utility industry standards for urban areas. The write-offs for uncollectible accounts for the past five Fiscal Years are presented in the following table. CITY OF REDDING ELECTRIC UTILITY DEPARTMENT UNCOLLECTIBLE REVENUES As of Uncollectible Percent of June 30 Revenues Gross Billings 2020 $162,480 0.1.4% 2021 230,576 0.18 2022 1,947(1) < 0.010) 2023 289,651 0.22 2024 178,072 0.13 0) The lower uncollectible revenues in Fiscal Year 2022 reflects the recovery by the City for past due accounts under the 2021 California Arrearage Payment Program (CAPP) which provided financial assistance for California energy utility customers to help reduce past due energy bill balances that were incurred during the COVID-19 pandemic. Source: City of Redding. Transfers to the General Fund Commencing with Fiscal Year 1988-89, it has been the practice of the Electric System to make a monthly payment in -lieu of taxes ("PILOT") to the City's general fund, in addition to paying its proportionate share of the City's operating expenses attributable to the Electric System. The City's payment in -lieu of taxes represents 1 % of installed assets with selected depreciation. For the Electric System, this formula includes the system's share of joint powers agency installed assets, and currently results in an in - lieu payment of approximately 5.8% of budgeted retail revenues. The following table sets out the transfers from the electric utility to the City's general fund for the five Fiscal Years 2019-20 through 2023-24 and the budgeted transfer for Fiscal Year 2024-25. CITY OF REDDING ELECTRIC UTILITY DEPARTMENT TRANSFERS TO THE GENERAL FUND Fiscal Year Transfer Amount 2019-20 $5,323,500 2020-21 6,097,590 2021-22 5,464,000 2022-23 6,246,800 2023-24 7,270,600 2024-25(') 6,61.4,200 (1) Fiscal Year 2024-25 Budgeted amount. Source: City of Redding. Litigation challenging the PILOT was filed against the City in 2011. On August 27, 2018, the California Supreme Court rendered a decision upholding the City's PILOT. See "CONSTITUTIONAL LIMITATIONS IN CALIFORNIA ON TAXES AND FEES." 35 4859-7019-0694v91200986-0002 Capital Requirements The City expects capital requirements for general Electric System improvements to average approximately $8.7 million per year for the next five Fiscal Years. The planned improvements primarily consist of ongoing routine capital projects for the Electric System, including transmission and distribution system improvements, such as construction of distribution lines, property acquisition, transformers, poles, conductors, metering equipment, and other miscellaneous routine capital facilities. In addition to the ongoing routine capital requirements, the City's capital plan for the next five years includes the expenditure of approximately $7.0-8.0 million per year for special projects, including substation construction, and the funding of scheduled generation facility improvements and enhancements. Other than the amounts to be financed with proceeds of the 2025A Bonds (as described under "PLAN OF FINANCE"), it is currently expected that these capital requirements will be funded primarily from Electric System Revenues. Employees Labor Relations. As of June 30, 2024, the Electric Utility Department had 202 authorized full-time equivalent ("FTE") staff positions, including 174 FTEs for the Electricity Services Divisions, 18 FTEs for the Customer Service Division and 10 FTEs for the Field Service (meter reading) Division. Distribution, Field Services, and Generation employees (made up of three bargaining units: Electric, Maintenance and Power Production) are represented by the International Brotherhood of Electric Workers ("IBEW") under labor contracts ("MOUs") which expire as follows: (i) Electric bargaining unit, MOU expiring November 7, 2026; (ii) Maintenance bargaining unit, MOU expiring December 3, 2025; and (iii) Power Production bargaining unit, MOU expiring April 4, 2026. Clerical employees (made up of two bargaining units: Supervisory/Confidential and Clerical, Technical and Professional) are represented by Redding Independent Employees Organization ("RIEO") under labor contracts which expire on July 19, 2025. Technical office employees throughout the utility are represented by United Public Employees of California ("UPEC") under labor contracts which expire on June 30, 2026. Management and professional employees receive substantially the same fringe benefit package as the represented employees. Redding's wage and fringe benefits are generally comparable to those offered by other local public agencies. Pension Plans. Retirement benefits to City employees, including those assigned to the Electric Utility Department, are provided through the City's participation in the California Public Employees Retirement System ("CAPERS"), an agent multiple -employer plan administered by CAPERS, which acts as a common investment and administrative agent for participating public employers within the State. CalPERS issues a separate annual comprehensive financial report. Copies of the CalPERS annual financial report may be obtained from the CalPERS Executive Office, 400 Q Street, Sacramento, California 95814. The City's defined benefit pension plans, the Miscellaneous Plan and the Safety Plan of the City of Redding, provide retirement and disability benefits, annual cost -of -living adjustments, and death benefits to plan members and beneficiaries. Benefit provisions under the plans are established by State statute and local government resolution. No employees assigned to the Electric Utility Department participate in the Safety Plan. The cost of the Miscellaneous Plan is funded through bi-weekly contributions from employees and from employer contributions by the City. Active Miscellaneous Plan members hired prior to January 1, 2013 are required to contribute 7.00% of their annual covered salary and those hired on or after January 1, 2013 are required to contribute 8.00% of their annual covered salary. The member contribution can be paid by the employee or by the City on the employee's behalf in accordance with applicable labor agreements. The required member contributions are currently paid by the employees. The City's employer contribution rate is determined annually by the actuary effective on the July 1 following notice of a change in rate. Funding contribution amounts are determined annually on an actuarial basis as of June 30 by CalPERS. The actuarially determined rate is the estimated amount necessary to finance the costs of benefits earned by employees during the year, with an additional amount to finance any unfunded accrued liability. The 36 4859-7019-0694v9/200986-0002 City is required to contribute the difference between the actuarially determined rate and the contribution rate of employees. The actuarial methods and assumptions used are those adopted by the CalPERS Board of Administration. The contribution requirements of the plan members are established by State statute and the employer contribution rates are established, and may be amended, by CalPERS. In addition to the defined pension plan through CalPERS, the City approved the establishment of a Public Agency Retirement System ("PARS") defined benefit Retirement Enhancement Plan ("REP") effective January 1, 2005, in order to provide a supplemental retirement benefit for all eligible City employees, including those assigned to the Electric Utility Department. The REP is an agent multiple - employer defined benefit plan. Pursuant to the California Public Employees' Pension Reform Act of 2013, as of January 1, 2013 the REP is closed to new participants. Employees are required to contribute between 1.71 % and 2.70% of their of their annually covered salary to the REP to participate. Active represented REP members (not including management and professional employees) assigned to the Electric Utility Department are not required to contribute to the REP to participate. The City is required to make all other required contributions to fund the REP benefits for participating members. The Electric Utility Department is allocated its portion of the City's required contributions for the Miscellaneous Plan and the REP. This allocation is based on eligible employee wages. The table below sets forth the Electric Utility Department's allocated share of the City's actuarially determined required contributions to the Miscellaneous Plan and the REP Plan for the past five Fiscal Years and the amount budgeted for its allocated share of the City's estimated required contributions to such plans for the current Fiscal Year. Miscellaneous Plan REP Plan Electric Utility Total City Electric Utility Total City Department Required Department Required Allocated Share Contribution Allocated Share Contribution Fiscal Year of Contribution Amount of Contribution Amount 2019-20 $4,866,347 $13,743,592 $2,710,255 $ 7,350,841 2020-21 5,788,940 15,066,353 2,639,123 7,158,333 2021-22 6,563,152 16,765,328 3,645,286 9,589,481 2022-23 7,364,449 18,428,744 3,634,079 9,823,669 2023-24 7,501,976 19,675,937 7,595,688 17,077,760 2024-250) 7,552,820 21,022,050 3,378,530 8,637,980 Fiscal Year 2024-25 Budgeted amounts. Source: City of Redding. The market value of assets for the Miscellaneous Plan as of June 30, 2023 (the most recent actuarial information available) was $355,957,279 and the entry age normal accrued liability was $565,084,814, resulting in a total unfunded actuarial accrued liability for the City's Miscellaneous Plan of $209,127,535 and a funded ratio of 63.0% as of such date. The market value of assets for the REP as of June 30, 2022 (the most recent actuarial information available) was $70,205,340 and the actuarial accrued liability was $93,145,586, resulting in a total unfunded actuarial accrued liability for the REP of $22,940,246 and a funded ratio of 75.37% as of such date. The City's required contributions to CalPERS fluctuate each year and include a normal cost component and a component equal to an amortized amount of the unfunded liability. Many assumptions are used to estimate the ultimate liability of pensions and the contributions that will be required to meet those obligations. The CalPERS Board of Administration has adjusted and may in the future further adjust certain assumptions used in the CalPERS actuarial valuations, which adjustments may increase the City's required contributions to CalPERS in future years. Actuarial assumptions used by PARs in calculating 37 4859-7019-0694v91200986-0002 actuarially determined contributions and other actuarially determined amounts are generally consistent with those used by CalPERS. Accordingly, the City cannot provide any assurances that the City's required contributions to CalPERS and PARS in future years will not significantly increase (or otherwise vary) from any past or current projected levels of contributions. The announcement on July 12, 2021 that CalPERS achieved a preliminary investment return of 21.3% for the period from July 1, 2020 through June 30, 2021 caused the CalPERS Board of Administration to lower CalPERS' discount rate from 7.0% to 6.8% on. November 1.5, 2021 in accordance with a risk mitigation policy that was adopted in 2015, which calls for the discount rate to be lowered if returns exceed the then -current discount rate by two or more percentage points. Lowering the discount rate generally means that employers which contract with CalPERS to administer their pension plans will see increases in their normal costs and unfunded actuarial liabilities. Effective for the Fiscal Year ended June 30, 2015, the City adopted Governmental Accounting Standards Board ("GASB") Statement No. 68 ("GASB 68"), affecting the reporting of pension liabilities for accounting purposes. Under GASB 68, the City is required to report the Net Pension Liability (i.e., the difference between the Total Pension Liability and the Pension Plan's Net Position or market value of assets) in its financial statements. The GASB 68 standards apply to financial reporting but not to the actuarial calculation of annual employer pension contributions, which continue to be determined actuarially by each plan. The table below summarizes certain information relating to the Net Pension Liability of the Miscellaneous Plan and the REP Plan for the measurement periods ended June 30, 2019 through June 30, 2023, as reported in the City's audited financial statements for the Fiscal Year ended June 30, 2024. Miscellaneous Plan(') REP Plan(') Net Position Net Pension Net Position Net Pension as a % of Liability as a as a % of Liability as a Total % of Total % of Measurement Net Pension Pension Covered Net Pension Pension Covered Period Liability Liability Payroll Liability Liability Payroll 2018-19 $148,549,928 67.76% 338.06% $30,774,260 64.32% 129.92% 2019-20 157,087,984 66.95 365.54 29,044,412 67.27 135.25 2020-21 109,430,508 77.67 243.93 14,809,606 83.65 73.46 2021-22 178,526,513 65.77 368.82 22,940,246 75.37 119.84 2022-23 190,628,6710) 65.13 359.02 14,906,468(4) 84.22 77.52 (1) Measured using prior fiscal year annual actuarial valuation rolled forward to measurement date using standard update procedures. (2) Determined by actuarial valuation as of valuation date projected forward to the measurement date. (3) $72,682,269 of the Net Pension Liability of the Miscellaneous Plan as of June 30, 2023 was determined to be allocable to the Electric Utility Fund. (4) $6,629,962 of the Net Pension Liability of REP Plan as of June 30, 2023 was determined to be allocable to the Electric Utility Fund. Source: City of Redding. 38 4859-7019-0694v9J200986-0002 As of the June 30, 2023 measurement date, the city-wide Total Pension Liability for the Miscellaneous Plan was $546,680,572 and the Plan Fiduciary Net Position was $356,051,901, resulting in the city-wide Miscellaneous Plan Net Pension Liability of $190,628,671. In the June 30, 2022 actuarial valuation utilized for measuring the pension liability for the Miscellaneous Plan as of the June 30, 2023 measurement date, the Entry Age Normal Actuarial. Cost Method was used. The actuarial valuation assumptions used for determining pension liabilities included (a) a 7.00% investment rate of return (net of pension plan investment expenses); (b) projected salary increases that vary based on age and type of service; (c) an inflation component of 2.50% per year; (d) payroll growth of 2.75%; and (e) a discount rate of 6.90%. As of the June 30, 2023 measurement date, the Total Pension Liability for the REP was $94,451,621 and the Plan Fiduciary Net Position was $79,545,153, resulting in the REP Net Pension Liability of $14,906,468. In the June 30, 2022 actuarial valuation utilized for measuring the pension liability for the REP as of the June 30, 2023 measurement date, the Entry Age Normal Actuarial Cost Method was used. The actuarial valuation assumptions used for determining pension liabilities included (a) a 7.00% investment rate of return; (b) projected salary increases that were graded rates based on years of service, and 3.34% after 30 years of service; (c) an inflation component of 2.30% per year; and (d) a discount rate of 7.00%. Retiree Health Benefits. The City also provides medical and dental benefits to eligible City employees and their spouses, including City employees assigned to the Electric Utility Department, who retire from the City, through the City of Redding PARS Post -Retirement Health Care Plan (the "OPEB Plan"). The OPEB Plan is a single -employer defined benefit healthcare plan administered by Phase 11 Systems, dba Public Agency Retirement Services. The Redding City Council has the authority to establish and amend benefit provisions to the OPEB Plan. The authority for this coverage is union contracts for union employees and council resolution for all other employees. The contribution requirements of the plan members are established and may be amended by the Redding City Council. The required contribution is based on projected pay-as-you-go financing requirements, with an additional amount (if any) to pre -fund benefits as determined annually by the Redding City Council. The City does not, and historically did not, pre -fund any portion of the plan. The City's cost of current premiums, financed on a pay-as-you-go basis, can be up to 50% of the premium costs (with the remaining portion paid by retirees) based on employee years of service, subject to each of the City's eight labor organization/employee group's bargaining agreements. The Electric Utility Department is allocated its portion of the City's annual full cost for current premiums based on employee eligibility. Effective beginning for Fiscal Year 2017-18, the City follows the provisions of GASB Statement No. 75, Accounting and Financial Reporting for Postemployment Benefits Other Than Pensions ("GASB No. 75") affecting the reporting of OPEB liabilities for accounting purposes. GASB No. 75 establishes standards for employers with other postemployment liabilities for recognizing and measuring net OPEB liabilities, along with deferred inflows and outflows of resources, and expenses/expenditures related to the other postemployment liability. GASB No. 75 does not establish requirements for funding. The table below sets forth the certain information regarding the City's annual actuarially determined contribution, the Electric Utility Department's allocated share of the City's contribution amount for the OPEB plan, the contribution deficiency or excess and the Net OPEB liability. The actuarially determined contribution represents the level of funding that, if paid on an ongoing basis, is projected to cover normal cost each year and amortize any unfunded liabilities over a closed period not to exceed 30 years. As noted above, the City does not currently pre -fund any portion of the plan. 39 4859-7019-0694v9/200986-0002 OPEB Plan Electric Utility Department City Allocated Share of Required Contribution Net OPEB Fiscal Year Contribution Contribution Deficiency (Excess) Liability(') 2019-20 $1,016,196 $3,753,880 -- $43,334,953 2020-21 988,708 3,646,314 -- 40,637,719 2021-22 1,23 8,492 4,601,018 -- 54,940,168 2022-23 788,709 3,021,637 -- 51,564,892 2023-24 1,135,258 4,312,188 -- 78,992,811(2) 2024-25(3) 1,257,628 4,777,000 N/A(4) N/A(4) (1) As reported for such fiscal year based on prior fiscal year measurement period. (2) $20,796,229 of the Net OPEB Liability as of the June 30, 2023 measurement date was determined to be allocable to the Electric Utility Fund. (3) Fiscal Year 2024-25 Budgeted amounts. (4) Information not yet available. Source: City of Redding. Pursuant to GASB No. 75, for the Fiscal Year ended June 30, 2024, the City reported a Net OPEB Liability of $78,992,811 as of the June 30, 2023 measurement date, of which $20,796,229 was allocable to the Electric Utility Fund. The covered payroll (annual payroll of active employees covered by the OPEB Plan was $77,182,339 and the ratio of the Net OPEB liability to the covered payroll was 102.35%. The Net OPEB Liability was measured as of June 30, 2023, and the actuarial valuation used to calculate the Net OPEB Liability was as of June 30, 2023. In the June 30, 2023actuarial valuation, the actuarial assumptions used in determining the Total OPEB liability include (a) a 3.65% discount rate at June 30, 2023 and a 3.54% discount rate at June 30, 2022; (b) a 3.50% expected net long-term investment rate of return at June 30, 2023 and 2022; (c) aggregate projected salary increases of 2.75% annually; (d) an inflation component of 2.50% per year; and (e) a healthcare cost trend of 8.50% for 2025, decreasing to an ultimate rate of 3.45% in year 2076 for Non -Medicare participants, and 7.50% for 2025, decreasing to an ultimate rate of 3.45% in year 2076 for Medicare participants. Additional information regarding the City's retirement plans and other post -employment benefits, including further information regarding the assumptions used to determine the pension and OPEB liabilities and the funding requirements therefor, can be found in Notes 17 and 18 and the Required Supplementary Information to the City's audited financial statements included in Appendix A hereto and in the City's annual comprehensive financial report ("ACFR") which may be obtained at the following website: http: //www. cityofredding. org/departments/finance-department/accounting/financial-reporting. Indebtedness Parity Electric Revenue Obligations. As of January 1, 2025, the City had $82,720,000 outstanding aggregate principal amount of long-term Electric System obligations constituting Parity Obligations and payable from Net Revenues of the Electric System and amounts on deposit in the Electric Revenue Fund on a parity with the 2025A Installment Sale Payments payable under the Installment Sale Agreement relating to the 2025A Bonds, consisting of. (i) the installment sale payments payable under the installment sale agreement relating to the 2015 RJPFA Electric System Bonds; (ii) the 2017 City Electric System Refunding Bonds, and (iii) the 2018 City Electric System Refunding Bonds. All of the outstanding Parity Obligations bear interest at a fixed rate. The outstanding Parity Obligations are summarized in the table below. 40 4859-7019-0694v9/200986-0002 CITY OF REDDING OUTSTANDING ELECTRIC SYSTEM INDEBTEDNESS (as of January 1, 2025) Name of Issue RJPFA Bonds Electric System Revenue Bonds, 2015 Series A ....................... City Refunding Bonds Electric System Refunding Revenue Bonds, Series 2017 ......... Electric System Refunding Revenue Bonds, Series 2018 ......... Total Source: City of Redding. Original Principal Principal Amount Amount Outstanding $ 37,955,000 55,785,000 39,510,000 32,850,000 21,430,000 $133,250,000 $82,720,000 See also APPENDIX G — "DEBT SERVICE SCHEDULE" for information regarding the City's annual debt service requirements for the outstanding Parity Obligations. Subordinate Revolving Credit Agreement. The City and the Authority have entered into the Revolving Credit Agreement with the Credit Bank, under which the Credit Bank has agreed to advance funds to the Authority, from time -to -time, in an amount up to $25,000,000, for the benefit of the City, in order to finance and refinance the acquisition, construction and installation from time to time of improvements, additions and betterments to the Electric System. Such funds may be borrowed, paid down, and re -borrowed under the terms of the Revolving Credit Agreement through October 29, 2025, unless such commitment by the Credit Bank to advance funds thereunder is earlier terminated pursuant to its terms. The obligation of the Authority to repay borrowings advanced by the Credit Bank under the Revolving Credit Agreement is evidenced by promissory notes of the Authority (which may be taxable or tax-exempt, as applicable), which notes are payable from, and secured by, certain installment sale payments required to be made by the City to the Authority under the terms of the Subordinate Installment Sale Agreement by and between the City and the Authority. The installment sale payments to be made by the City under the Subordinate Installment Sale Agreement constitute Subordinate Obligations, payable from Net Revenues of the City's Electric System subject and subordinate to the City's obligation to pay the 2025A Installment Sale Payments and the other Parity Obligations. Notes under the Revolving Credit Agreement bear interest at a fluctuating rate of interest per annum equal to: (a) for taxable borrowings, the one -month secured overnight financing rate plus 0.11448% as determined in accordance with the Revolving Credit Agreement for each monthly interest accrual period ("Term SOFR") plus a spread of 0.75% (so long as the current credit ratings on the City's senior lien Parity Obligations are maintained); and (b) for tax-exempt borrowings, 85% of the Tenn SOFR plus a spread of 0.65% (so long as the current credit ratings on the City's senior lien Parity Obligations are maintained). Any outstanding borrowings under the Revolving Credit Agreement which have not been paid (which borrowings may be paid from, among other sources, proceeds of future long -tern financings of the City or the Authority) on or prior to the facility maturity date of the Revolving Credit Agreement (i.e., currently October 29, 2025, unless extended) will be automatically converted to term loans on such date, so long as no default or event of default by the Authority or the City shall have occurred and be continuing and all representations and warranties of the Authority and the City under the Revolving Credit Agreement are true and correct in all material respects as of such date. Any term loans made by the Credit Bank under the Revolving Credit Agreement will bear interest at a fluctuating rate of interest per annum equal to, for each day: (1) during the first 90 days commencing on the facility maturity date, the greatest of (i) the Prime Rate in effect at such time plus 1.0%; (ii) the Federal Funds Rate in effect at such time plus 2.0%; and (iii) 7.5% 41 4859-7019-0694v91200986-0002 (such applicable rate, the "Base Rate"); and (2) during the period commencing on the 91't day after the facility maturity date to and including the 180' date after the facility maturity date, the Base Rate then in effect plus 1.0%; and (3) during the period commencing on the 181 st day after the facility maturity date and thereafter, the Base Rate plus 2.0%. Principal on any such term loans would be payable in quarterly installments over three years. Under the Revolving Credit Agreement, upon a failure by the Authority to pay principal or interest of any borrowing thereunder, a failure by the Authority or the City to perform or observe its covenants, a default by the Authority or the City in the payment of other specified indebtedness payable from Net Revenues of the Electric System, certain acts of bankruptcy or insolvency, or other specified events of default (including if any of Moody's, S&P or Fitch shall have assigned a credit rating below "Baal" or "BBB+" to any of the senior lien Parity Obligations, or any credit rating assigned by any of such rating agencies has been suspended or withdrawn for any credit related reason), the Credit Bank has the right to terminate its commitment to extend further credit under the Revolving Credit Agreement and may accelerate (depending on the event, seven days after the occurrence, or for certain events, only after 180 days' notice, or, in connection with certain acts of bankruptcy or insolvency or in the event of an acceleration or right to cause an acceleration of Authority or City debt by another lender, credit enhancer or swap counterparty, immediately) the Authority's obligation to repay any borrowings under the Revolving Credit Agreement. Upon the occurrence and during the continuance of an event of default under the Revolving Credit Agreement, outstanding borrowings thereunder may bear interest at a default rate equal to the then applicable Base Rate plus a spread of 4.0%. As of January 1, 2025, the aggregate principal amount of borrowings outstanding under the Revolving Credit Agreement was $0. Take -or -Pay; Joint Powers Agency Obligations. As previously discussed, the City participates in several joint powers agencies, including M-S-R PPA, M-S-R EA and TANC, which have issued joint powers agency indebtedness to finance the costs of certain projects on behalf of their respective project participants. The City does not participate in any NCPA-financed generation or transmission projects and therefore has no obligation in connection with any NCPA indebtedness. Obligations of the City under its agreements with respect to M-S-R PPA and TANC constitute Maintenance and Operation Costs of the Electric System payable prior to any of the 2025A Installment Payments required to be made in connection with the 2025A Bonds and the City's other Parity Obligations described above. Agreements with M-S-R PPA and TANC are on a "take -or -pay" basis, which requires payments to be made whether or not projects are completed or operable, or whether output from such projects is suspended, interrupted or terminated. These agreements contain "step-up" provisions obligating the City to pay a share of the obligations of a defaulting participant. As described herein, the City also participates in M-S-R EA and has certain payment obligations in connection therewith which constitute Maintenance and Operation Costs of the City's Electric System. However, the City's payment obligation to M-S-R EA is with respect to actual quantity of natural gas delivered each month on a take -and -pay (rather than take -or -pay) basis. Responsibility for bond repayment is non -recourse to the City. See "— Fuel Supply — M-S-R Energy Authority — Gas Prepay" above. A11 of M-S-R PPA's debt was retired as of July 1, 2022. The City's participation and share of debt service obligation (without giving effect to any "step-up" provisions) for the TANC COTP project in which it participates are shown in the following table. 42 4859-7019-0694v9J200986-0002 CITY OF REDDING ELECTRIC UTILITY DEPARTMENT OUTSTANDING DEBT OF JOINT POWERS AGENCIES (Dollar Amounts in Millions) (as of January 1, 2025) City Share of Outstanding City Outstanding Debt0) Participation(2) Debt TANC COTP Bonds ................................................................ $159.6 8.36%(3) $13.3 COTP Notes ................................................................ 91.7 8.4 1%(3) 7.7 Total $251.3 $21.0 (1) Outstanding principal amount. (2) Participation obligation is subject to increase upon default of another project participant. Such increase should not exceed, without prior written consent of a non -defaulting participant, an accumulated maximum of 25% of such non -defaulting participant's original participation. (3) As described herein, the City's obligation for debt service differs from its TANC COTP entitlement participation percentage due to the varying shares of each TANC member -participant with respect to prior bond issues refunded by the outstanding TANC bonds and the portion of bonds allocable to South of Tesla transmission. Source: City of Redding. For the fiscal year ended June 30, 2024, the City's annual obligations for debt service in connection with the TANC COTP joint powers agency obligations described in the table above aggregated approximately $1.2 million. The City's share of debt service on such TANC COTP joint powers agency obligations is expected to increase, with the City's annual obligations for debt service costs estimated at approximately $1.3 million in fiscal year 2024-25 through fiscal year 2038-39 (the final maturity of the TANC COTP bonds). This projection does not include any future debt issuances that may occur. The outstanding TANC COTP bonds included in the above table are fixed rate debt. As described under "— Power Supply Resources — Joint Powers Agency Resources — Purchased Power, Generation and Transmission — TANC California -Oregon Transmission Project," in August 2024, TANC authorized the issuance pursuant to the TANC Credit Agreement of up to $120.0 million of variable rate TANC short term notes to be outstanding at any time for the purpose of financing certain improvements to the COTP on an interim basis. TANC short term notes issued pursuant to the TANC Credit Agreement will mature in September 2025 (with a corresponding amount proportionate to the City's debt service obligations under the TANC Agreement due from the City), unless the commitment of the lender under the TANC Credit Agreement is extended in accordance with its terms. It is expected that TANC will refinance any TANC short term notes issued pursuant to the TANC Credit Agreement from the proceeds of TANC bonds on or before their maturity date. The City will be obligated to pay approximately 10.04% of TANC's debt service on any such future TANC indebtedness. Cash Reserves The City maintains cash reserves for a number of reasons, including operating cash requirements, construction cash requirements, dealing with the cost impacts of dry hydroelectric conditions, gas and electric market volatility, and to allow the City the flexibility to increase rates on a scheduled basis. When circumstances warrant, the City has determined that it is appropriate to use a portion of its unrestricted cash 43 4859-7019-0694v9J200986-0002 balances and reserves to stabilize or subsidize its electric rates in the near term and to increase rates when appropriate. In November 2014, the City Council adopted the Electric Utility Financial Management Policy (the "Electric Utility Financial Management Policy"), which became effective January 1, 2015..The Electric Utility Financial Management Policy establishes guidelines for prudently managing the financial profile of the City electric utility, including a target of 1.80 times debt service coverage without use of reserves; and a target of unrestricted reserves sized at a minimum of 75 days' cash up to 1.80 days' cash. The Electric Utility Financial Management Policy also recommends that the City Council consider different rate adjustments under different conditions. In Fiscal Year 2021-22, in alignment with the quarterly financial updates presented to the City Council, the Electric Utility Department allocated a portion of its cash reserves to help offset operational costs for the fiscal year. The actual cost of Redding Power Plant generation was higher than forecast due to an increase in load, the ongoing drought's impact on hydroelectric deliveries, the price of natural gas due to the war in Ukraine, and the inclusion of gas purchases for wholesale energy sales. As of June 30, 2024, the level of unrestricted operating cash reserves maintained by the Electric System was approximately $40.6 million, representing 110 days' of operating cash on hand. The current minimum unrestricted operating cash balance, as established by the Electric Utility Financial Management Policy, would be approximately $27.5 million. In addition to unrestricted operating cash reserves addressed in the Electric Utility Financial Management Policy, the electric utility currently maintains a variety of other cash reserves, which together with the Electric Utility Financial Management Policy reserve amount totaled approximately $59.9 million as of June 30, 2024. These available cash reserves (as reflected in the table entitled "Summary of Operating Results" below) include certain set -aside amounts that are excluded for purposes of the Electric Utility Financial Management Policy reserve calculation. Collectively, these reserves are designated to help insulate the City from market volatility. In addition, the documents pursuant to which the City's outstanding Parity Obligations were issued or incurred permit the use of unrestricted cash balances and reserves to satisfy the City's rate covenants with its bond holders. These reserves are not available for transfer to the City's general fund. The City Council has a policy that limits in -lieu transfers to the general fund to 1% of the electric utility's asset base each year. See "— Transfers to the General Fund" above. City Investment Policy Funds of the City which are not pledged for the payment of debt are invested by the City Treasurer in accordance with the City's Investment Policy. Allowable investments under the Investment Policy are those authorized by California Government Code Sections 53600 et seq. The Investment Policy is reviewed and updated if necessary no less than annually. The current Investment Policy was most recently approved by the City Council on July 30, 2024. The Investment Policy may be changed at any time at the discretion of the City Council (subject to the State law provisions relating to authorized investments) and as the California Government Code is amended. There can be no assurance, therefore, that the State law and/or the Investment Policy will not be amended in the future to allow for investments which are currently not permitted under such State law or the Investment Policy, or that the objectives of the City with respect to investments will not change. All investments, including those authorized by law from time to time for investments by public agencies, contain a certain degree of risk. Such risks include, but are not limited to, a lower rate of return than expected 44 4859-7019-0694v9/200986-0002 and loss or delayed receipt of principal. The occurrence of these events with respect amounts held by the City could have a material adverse effect on the City's finances. Summary of Condensed Operating Results and Fund Net Position Information A summary of operating results and condensed statement of fund net position for the City's Electric Utility Fund for the five Fiscal Years ended June 30, 2020 through. June 30, 2024 is shown in the following tables. The information for the Fiscal Years ended June 30, 2020 through June 30, 2024 was prepared by the City on the basis of its audited financial information for such Fiscal Years. The following table also sets forth debt service coverage ratios with respect to the City's outstanding Parity Obligations for the years indicated. See also "— Cash. Reserves" above. [Remainder of page intentionally left blank.] 45 4859-7019-0694v91200986-0002 Revenue Retail Revenue Wholesale Revenue(') Misc. Other Income(2) Total Revenue Operating Expenses0) Cost of Power(') Maintenance Operations and Administration M-S-R Payments TANC Payments Other Operating Expenses Add/(Less) OPEB Expenses(') Add/(Less) Pension Expense(') In Lieu Tax Payment to General Fund(') Total Expenses Net Revenue Available Reserves(8) In Lieu Tax Payment to General Fund(') Funds Available for Debt Service Debt Service(') Remaining Funds00) Debt Service CoverageO1) Current Debt Service Coverage(") CITY OF REDDING ELECTRIC UTILITY FUND SUMMARY OF OPERATING RESULTS Fiscal Year Ended June 30, 2020 2021 2022 2023 2024 $ 117,984,880 $ 126,419,111 $ 123,439,749 $ 131,400,744 $ 132,448,887 28,208,129 25,726,030 30,351,930 44,591,721 30,153,666 5,747,919 6,174,975 5,994,359 23,374,061(14) 7,190,474 $ 1.51,940,928 $ 50,599,673 4,543,924 2,567,099 76,671,379(13) (16,458) (3,828,740) $ 158,320,116 $ 159,786,038 $ 199,366,526 $ 169,793,027 $ 52,810,777 $ 62,709,514 $ 80,993,472 $ 53,212,490 4,486,291 2,740,288 79,407,830 (737,360) (7,535,001) 4,530,947 2,361,697 69,457,550 (735,482) 6,199,814 321,609 2,604,247 83,274,523 (1,136,682) 18,334 59,560 3,656,589 84,039,379 (1,955,260) 3,791,794 5,323,500 6,097,590 5,464,000 6,246,800 7,270,600 $ 135,860,377 $ 137,270,415 $ 149,988,040 $ 172,322,303 $ 150,075,152 $ 16,080,551 $ 21,049,701 $ 9,797,998 $ 27,044,223 $ 19,717,875 $ 102,018,489 $ 87,201,242 $ 71,970,574 $ 70,486,678 $ 59,881,615(") $ 5,323,500 $ 6,097,590 $ 5,464,000 $ 6,246,800 $ 7,270,600 $ 123,422,540 $ 114,348,533 $ 87,232,571 $ 103,777,701 $ 86,870,090 $ 12,778,070 $ 12,780,320 $ 12,785,570 $ 14,304,520 $ 14,298,520 $ 110,644,470 $ 101,568,213 $ 74,447,001 $ 89,473,181 $ 72,571,570 9.66 8.95 6.82 7.25 6.08 1.26 1.65 0.77 1.89 1.38 0 ) Primarily represents spot market sales of both electricity and natural gas. (2) Developer fees (available for debt service), earnings on Electric Utility Fund balance plus earnings on the Acquisition Fund, Debt Service Fund and the Reserve Fund for the City's then outstanding Parity Obligations. (3) Excludes depreciation and amortization expenses. (4) This fluctuates in relation to the volume of wholesale revenue in a given year. (5) The City is not currently pre -funding its OPEB liability. In addition to the portion of the cost of current retiree health insurance premiums allocable to the Electric Utility Department, the operating expenses of the Electric Utility Department for accounting purposes include an amount necessary to reflect the Electric Utility Department's allocable share of the City's OPEB liability as of the end of the Fiscal Year. This amount is excluded for calculation of debt service coverage as it is a non -cash item and does not reduce cash available for debt payments. See "— Employees — Retiree Health Benefits" above. (6) Represents adjustment for cash used for operating activities related to pension expense. Certain changes in net pension liabilities are recorded as deferred inflows of resources or deferred outflows of resources depending on the nature of the change. (1) Represents 1 % of installed assets with selected depreciation. Payments are made annually to the City general fund and are reflected as Transfers Out on the Electric Utility Fund Statement of Revenues, Expenses and Changes in Net Assets. (g) This represents the amount of unrestricted funds in the Electric Utility Fund available to pay Maintenance and Operation Costs and/or annual debt service on the outstanding Parity Obligations. Available Reserves are taken into account for purposes of compliance with the rate covenant under the documents pursuant to which the outstanding Parity Obligations were issued. Available Reserves exclude electric utility funds held in a margin account as posted collateral. See "— Fuel Supply" above. (Footnotes to table continue on the next page) 46 4859-7019-0694v9/200986-0002 (Footnotes to table continued from the prior page) M Reflects installment sale payments under installment sale agreements and debt service on bonds comprising the outstanding Parity Obligations. Interest payments are net of capitalized interest (if any) and final debt service payments made from bond reserve funds (if applicable). Available for capital expenditures and other lawful purposes. 00 Funds available for Debt Service divided by Debt Service. (12) Net Revenues divided by Debt Service. The documents pursuant to which the outstanding Parity Obligations were issued have no requirement respecting debt service coverage from then current year's revenues. In certain past years, the City has utilized a portion of its cash reserves to fund part of its annual costs. See "— Cash Reserves" above. �13> Fiscal Year 2019-20 Other Operating Expenses includes an $11.2 million distribution of cap -and -trade revenues to customers to offset the financial impacts of COVID-19. The distribution, reflected as an expense in the City's audited financial statements, is unique to Fiscal Year 2019-20. �14> Includes $15.9 million in one-time, unanticipated settlement proceeds received in April 2023 from the Central Valley Project Improvement Act (CVPIA) litigation. (15) The City expects to reimburse itself for certain cash expenditures made for costs of the 2025A Electric System Project. See "PLAN OF FINANCE — Financing of Improvements to the Electric System." Source: City of Redding. Assets: Net Utility Plant Restricted Assets Current Assets Non -Current Assets Deferred Outflow of Resources Total Assets Liabilities and Equity: Current Liabilities Long Term Liabilities Retained Earnings(i) Long Term Debt Deferred Inflows of Resources CITY OF REDDING ELECTRIC UTILITY FUND CONDENSED STATEMENT OF NET POSITION Fiscal Year Ending June 30, 2020 2021 2022 2023 2024 $188,225,311 $195,970,192 $194,812,072 $197,472,790 $201,007,916 10 11 643 12,030 17,827 125,479,965 116,918,989 98,058,068 96,321,693 90,129,737 22,263,414 23,703,977 26,078,543 25,485,377 26,626,743 24,155,839 22,901,183 25,070,370 37,354,666 44,609,555 $360,124,539 $359,494,352 $344,019,696 $356,646,556 $362,391,778 $ 19,793,729 78,665,069 138,820,724 123,139,529 (294,512) $ 25,212,444 85,738,547 133,516,316 114,216,448 810,597 $ 25,971,831 67,014,428 130,373,590 103,408,368 17,251,479 $ 27,107,920 97,399,523 135,612,411 94,995,093 1,531,609 $ 29,965,643 103,158,884 145,811,761 82,417,528 1,037,962 Total Liabilities and Equity $360,124,539 $359,494,352 $344,019,696 $356,646,556 $362,391,778 Retained Earnings include contributed capital which represents improvements built by developers at no cost to the Electric System and amounts contributed by other municipal departments. Source: City of Redding Finance Department. Management's Discussion of Summary of Fiscal Year 2023-24 Operating Results As reflected in the table above entitled "Summary of Operating Results," in Fiscal Year 2024, Electric System retail sales revenues were approximately $132.4 million, representing an increase of approximately $1.0 million, as compared to the prior year. This reflects a stable retail customer base and the 4.0% rate increase effective on January 1, 2024. Wholesale sales revenues declined by approximately 47 4859-7019-0694v9J200986-0002 $14.4 million (approximately 32.4%), offset by an approximately $27.8 million reduction (approximately 34.3%) in Cost of Power. The decline in wholesale activity and reduction in Cost of Power was primarily attributable to increased hydroelectric deliveries. Total expenses decreased by approximately $22.2 million (approximately 12.9%). Overall Available Reserves of the electric utility decreased by approximately $10.6 million from $70.5 million as of June 30, 2023 to $59.9 million as of June 30, 2024. The decease of approximately $10.6 million in the electric utility's aggregate Available Reserves from June 30, 2023 to June 30, 2024 was primarily due to investment in planned capital projects. "Available Reserves" as defined in the indentures and installment sale agreements relating to the outstanding Parity Obligations include, among other things, customer service deposits and reserves, public benefits program funds, the power plant maintenance fund, and greenhouse gas allowance receipts. Litigation Affecting the Electric System At any given time, including the present, there are certain other claims and disputes, including those currently in litigation, that arise in the normal course of the Electric Utility Department's activities. Such matters could, if determined adversely to the City, affect expenditures by the Electric Utility Department, and in some cases, its Electric Revenues. The management of the Electric Utility Department and the Redding City Attorney are of the opinion that no pending actions are likely to have a material adverse effect on the City's ability to make the 2025A Installment Payments due in connection with the 2025A Bonds. See also "LITIGATION." In addition, from time -to -time, there are ongoing proceedings that involve projects in which the City has an interest and which comprise a portion of the current resource portfolio of the City's Electric Utility. Although the City is generally not a party to such litigation, the outcome of such proceedings may impact the costs and operations of the affected project. The City is not aware of any such presently ongoing proceedings that, if determined adversely, would be expected to materially adversely affect the financial position or operations of the Electric Utility. RATE REGULATION The City sets rates, fees and charges for electric service. The authority of the City to impose and collect rates and charges for electric power and energy sold and delivered is not subject to the general regulatory jurisdiction of the CPUC, and currently neither the CPUC nor any other regulatory authority of the State of California nor FERC approves such rates and charges. It is possible that future legislative and/or regulatory changes could subject the rates and/or service area of the City to the jurisdiction of the CPUC or to other limitations or requirements. See also "CONSTITUTIONAL LIMITATIONS IN CALIFORNIA ON TAXES AND FEES" for a discussion of certain voter -approved constitutional measures affecting the imposition of fees and charges by governmental agencies in the State. FERC potentially could assert jurisdiction over rates of licensees of hydroelectric projects and customers of such licensees under Part I of the Federal Power Act, although it as a practical matter has not exercised or sought to exercise such jurisdiction to modify rates that would legitimately be charged. Even if it did assert such jurisdiction, the City's small hydroelectric project represents only approximately one percent of the available capacity of the City's total power supply resources. Under provisions of the Federal Power Act, FERC has the authority, under certain circumstances and pursuant to certain procedures, to order certain utilities (municipal, distribution cooperative or otherwise) to provide transmission access to others at FERC-approved rates. See "CERTAIN FACTORS AFFECTING THE ELECTRIC UTILITY INDUSTRY." 48 4859-7019-0694v9/200986-0002 The CEC is authorized to evaluate rate policies for electric energy as related to the goals of the Energy Resources Conservation and Development Act and to make recommendations to the Governor, the Legislature and local, publicly -owned electric utilities ("POUs"). [a W "A VR I 11[11W1 11 DC� 11-1►[!'11 Y:1 1 �1 OC�JI_Y_-7 [�1111 V 10 Y 6181►1111WI "I , The following discussion of legislative, regulatory and other factors affecting the electric utility industry should be considered when evaluating the Electric System and considering an investment in the 2025A Bonds. This discussion does not purport to be comprehensive or definitive, and these matters are subject to change subsequent to the date hereof. The electric industry has historically been subject to continuing legislative and administrative reform. The City cannot predict at this time whether any additional legislation or rules will be enacted which will affect the Electric System's finances or operations, but the impacts could be significant. Extensive information on the electric utility industry is available from the legislative and regulatory bodies and other sources in the public domain, and potential purchasers of the 2025A Bonds should obtain and review such information. Such information is not incorporated herein by reference. The election of new administrations, including the President of the United States, could also impact substantially the current environmental standards and regulations and other matters described herein. For example, upon taking office in January 2025, President Trump issued a series of executive orders affecting executive actions and policies implemented by the prior administration. One such executive order revoked a number of executive actions taken by the Biden administration, including revoking certain executive orders of the Biden administration relating to climate change and clean energy, requiring federal agencies to review all federal government actions taken pursuant to the revoked orders and to take necessary steps to rescind, replace or amend such actions. In addition, the President issued a separate executive order directing the heads of all federal agencies to review all agency actions affecting the development of domestic energy resources, such as oil, natural gas, coal, hydropower, biofuels, critical mineral, and nuclear energy, and within 30 days of identifying any agency action that unduly burdens the production of domestic energy resources, to develop and begin action plans to rescind or revise the agency actions. Further, the agencies were directed to notify the Attorney General so that appropriate action may be taken in any pending litigation, including the request of a stay, related to the identified agency action. The outcome of these executive orders is not yet known. See also "— Federal Energy and Environmental Policies and Legislation —Inflation Reduction Act" and "— Changing Laws and Requirements Generally." Federal Energy and Environmental Policies and Legislation Energy Policy Act of 2005. Although the City is exempt from most federal rate regulation pursuant to Section 201(t) of the Federal Power Act (see "RATE REGULATION"), EPAct 2005 imposed specific exceptions. In particular, FERC was given authority over the behavior of market participants. Under FERC's authority it can impose penalties on any seller for using a manipulative or deceptive device, including market manipulation, in connection with the purchase or sale of energy or of transmission service. The Commodity Futures Trading Commission ("CFTC") also has jurisdiction to prohibit certain types of market manipulation or deceptive claims under the Commodity Exchange Act. EPAct 2005 authorized FERC to issue permits to construct or modify transmission facilities located in a national interest electric transmission corridor if FERC determines that the statutory conditions are met. EPAct 2005 also required the creation of an electric reliability organization (` ERO") to establish and enforce, under FERC supervision, mandatory Reliability Standards to increase system reliability and minimize blackouts. The Reliability Standards apply to users, owners and operators of the Bulk -Power System, as more specifically set forth in each Reliability Standard. In February 2006, FERC issued Order 672, which certified NERC as the ERO. Many Reliability Standards have since been approved by FERC. 49 4859-7019-0694v9J200986-0002 Such Reliability Standards pertain not only to the planning, operations, and maintenance of Bulk -Power System facilities, but also to cyber and physical security of systems that could affect the reliable operation of the electric grid. The Reliability Standards are frequently being amended to address emerging reliability issues. The ERO or the entities to which NERC has delegated enforcement authority through an agreement approved by FERC ("Regional Entities"), such as the WECC, may enforce the Reliability Standards, subject to FERC oversight, or FERC may independently enforce them. Potential monetary sanctions include fines in excess of $1 million per violation per day. FERC Order 693 further provided the ERO and Regional Entities with the discretion necessary to assess penalties for such violations, while also having discretion to calculate a penalty without collecting the penalty if circumstances warrant. Federal Regulation of Transmission Access. EPAct 2005 authorizes FERC to compel "open access" to the transmission systems of certain utilities that are not generally regulated by FERC, including municipal utilities if the utility sells more than four million MWhs of electricity per year. Under open access, a transmission provider must allow all customers to use the system under standardized rates, terms and conditions of service. FERC Order No. 888 requires the provision of open access transmission services on a nondiscriminatory basis by all "jurisdictional utilities" (which, by definition, does not include municipal entities like the City) by requiring all such utilities to file Open Access Transmission Tariffs (OATTs, as defined above). Order No. 888 also requires "non jurisdictional utilities" (which, by definition, does include the City) that purchase transmission services from a jurisdictional utility under an open access tariff and that owns or controls transmission facilities to provide open access service to the jurisdictional utility under terms that are comparable to the service that the non jurisdictional utility provides itself. Section 211A of the EPAct 2005 authorizes, but does not require, FERC to order unregulated transmission utilities to provide transmission services. Specifically, FERC may require an unregulated transmitting utility to provide access to their transmission facilities (1) at rates that are comparable to those that the unregulated transmitting utility charges to itself; and (2) on terms and conditions (not relating to rates) that are comparable to those under which the unregulated transmitting utility provides transmission services to itself that are not unduly discriminatory or preferential. On February 16, 2007, FERC issued Order 890, which concluded that reform of its pro forma OATT was necessary to reduce the potential for undue discrimination and provide clarity in the obligations of transmission providers and customers. Significantly, in Order 890 FERC stated that it will implement its authority under Section 211A with respect to unregulated transmitting utilities on a case -by -case basis and retain the current reciprocity provisions. On July 21, 2011, FERC issued Order 1000, which among other things requires public utility (jurisdictional) transmission providers to participate in a regional transmission planning process that produces a regional transmission plan and that incorporates a regional and inter -regional cost allocation methodology. Further, FERC states that it has the authority to allocate costs to beneficiaries of transmission services, even in the absence of a contractual relationship between the owner of the transmission facilities and the beneficiary. Under EPAct 2005, FERC may not require municipal utilities to join regional transmission organizations, in which participating utilities allow an independent entity to oversee operation of the utilities' transmission facilities. FERC has stated, however, that FERC expects such utilities to participate in the regional processes for transmission planning and that FERC will pursue associated complaints against such utilities on a case -by -case basis. On May 13, 2024, FERC issued Order 1920 to reform the planning of the nation's transmission system as well as the allocation of costs for new transmission projects. Order 1920, among other things, 50 4859-7019-0694v9J200986-0002 requires public utility (jurisdictional) transmission providers to conduct and periodically update long-term regional transmission planning to anticipate future needs, consider a broad set of benefits when planning new facilities, identify opportunities to modify in -kind replacement of existing transmission facilities to increase their transfer capability, propose methods of cost allocation to pay for selected long-term regional transmission facilities, and increase transparency regarding local transmission planning information. Order 1920 expands the role of states throughout the process of planning, selecting and determining how to pay for new transmission facilities. On November 21, 2024, FERC issued Order No. 1920-A, revising its original Order 1920 in response to numerous requests for rehearing and clarification. The revisions to Order 1920 provide state regulators with a larger role in the long-term regional transmission planning process, particularly in shaping scenario development and cost allocation, by requiring transmission providers to include state input about how future scenarios in the long-term regional transmission planning will be developed and to include any state -agreed cost allocation proposals in their compliance plans. The revised rule also eliminates the requirement for transmission planners to use several recommended economic and reliability costs factors when evaluating potential long-term transmission projects. The City is evaluating the implications of Order 1920 with respect to the operations of the Electric System. Federal Policy on Cybersecurity. In February 2013, then -President Obama issued Executive Order 13636 "Improving Critical Infrastructure Cybersecurity" (the "Cybersecurity Order"). Among other things, the Cybersecurity Order called for improved information sharing and processing of security clearances for owners and operators of critical infrastructure. The Cybersecurity Order further required the Secretary of Commerce to direct the National Institute of Standards and Technology ("NIST") to lead the development of a framework ("Framework") to reduce cyber risks to critical infrastructure. The voluntary Framework will continue to be updated and improved as industry provides feedback on implementation. The Cybersecurity Information Sharing Act of 2015 was signed into law in December 2015. It creates an industry -supported, voluntary cybersecurity information sharing program which facilitates the secure sharing of cyber-related threat information among both public and private sector entities. The City participates in sharing and receiving information about cybersecurity threats in real time through several hubs, including the Electricity Information Sharing and Analysis Center (E-ISAC) and the National Cybersecurity and Communication Integration Center, as tools to actively manage risk related to potential cyber intrusion. Regulatory Actions Under the Clean AirAct. The United States Environmental Protection Agency (the "EPA") regulates greenhouse gas ("GHG") emissions under existing law by imposing monitoring and reporting requirements, and through its permitting programs. Like other air pollutants, GHGs are regulated under the Clean Air Act through the Prevention of Significant Deterioration ("PSD") Permit Program and the Title V Permit Program. A PSD permit is required before commencement of construction of new major stationary sources or major modifications of a major stationary source and requires best available control technologies ("BACT") to control emissions at a facility. Title V permits are operating permits for major sources that consolidate all Clean Air Act requirements (arising, for example, under the Acid Rain, New Source Performance Standards, National Emission Standards for Hazardous Air Pollutants, and/or PSD programs) into a single document and the permit process provides for review of the documents by the EPA, state agencies and the public. GHGs from major natural gas -fired facilities are regulated under both permitting programs through performance standards imposing efficiency and emissions standards. In April 2024, the EPA released new carbon pollution standards for coal and natural gas -fired power plants. The rule establishes carbon dioxide ("CO2") emissions standards and guidelines for newly built and reconstructed stationary combustion turbines (generally natural gas -fired) and existing and modified fossil fuel -fired steam generating units (generally coal-fired). The EPA previously announced in February 2024 that it would defer promulgating emissions guidelines for existing natural gas -fired power plants (as contemplated in its proposed rule) and stated that it would commence a new rulemaking process that will 51 4859-7019-0694v9J200986-0002 apply to existing natural gas -fired plants and regulate additional pollutants. In March 2024, the EPA opened a non -regulatory docket which includes key framing questions intended to help the EPA develop standards for reducing GHG emissions and possibly criteria pollutant emissions from existing gas combustion turbines in the power sector. The EPA's final rule for existing coal-fired and new natural gas -fired power plants is designed to ensure that all coal-fired power plant that plan to run in the long-term and all new baseload gas -fired power plants control 90% of their carbon pollution. The final rule identifies a standard of performance reflecting the application of best systems for emissions reduction (BSER), taking into account costs, energy requirements and other statutory factors. Under the final rule, emissions standards and guidelines are established for different subcategories of power plants according to unit characteristics such as their generating technology, capacity, level of operations, and anticipated remaining operational life of the unit. The rule would generally require more CO2 emissions control at fossil fuel -fired power plants that operate more frequently and for more years and would phase in increasingly stringent COz requirements over time. The standards are based on emission control methods that can be installed at the plants, including technologies such as carbon capture and sequestration/storage, and natural gas co -firing; however, the determination of whether to implement such technologies or to comply with the proposed emissions limits by other means would be made by power plant operators and state regulators. Under the rule, states would be required to submit compliance plans to the EPA within 24 months of the effective date of the adoption of the final rule. The City does not have any remaining interest in any existing coal-fired power plants. The City's Redding Power Plant will be subject to a separate rule being developed for existing gas -fired units when promulgated. Inflation Reduction Act. On August 16, 2022, then President Biden signed the Inflation Reduction Act of 2022 (the "IRA"). The IRA introduces a large amount of funding and grants for governmental and non-profit organizations. Among the most significant energy -related grants are grants for "zero -emissions technologies" and other GHG reduction activities as determined the EPA. Pursuant to the IRA, public power utilities and other tax-exempt entities are also given access to refundable direct payment tax credits. Among the energy -related tax credits that may be available if certain requirements are met are a clean hydrogen production tax credit, a biogas and energy storage credit, and enhancements to the credit for carbon capture. The IRA also expands and extends the renewable electricity production tax credit and the investment tax credits for renewable energy sources. Pursuant to an executive order issued by President Trump on January 20, 2025, the Trump Administration revoked various executive actions of the prior administration, including specifically those implementing the energy and infrastructure provisions of the IRA. The ultimate impact of this executive order on the programs implemented under the IRA is not yet known. State Legislation and Regulatory Proceedings A number of bills affecting the electric utility industry have been introduced or enacted by the California Legislature in recent years. In general, these bills reflect California climate policy developments by regulating GHG emissions and providing for greater investment in energy efficiency and environmentally friendly generation and storage alternatives, principally through more stringent RPS requirements and more aggressive emissions reduction programs to combat the effects of climate change. Legislation enacted in recent years has also focused on addressing issues relating to wildfire risks and occurrences in California, including imposing certain requirements on electric utilities in connection with planning for and mitigating such occurrences and risks. Set forth below is a brief summary of certain of these bills and regulatory proceedings. 52 4859-7019-0694v9/200986-0002 California Climate Program. In September 2006, then -Governor Arnold Schwarzenegger signed into law Assembly Bill 32, the California Global Warming Solutions Act of 2006 ("AB 32" or the "Global Warming Solutions Act"). This law, which became effective on January 1, 2007, required CARB to adopt enforceable GHG emission limits and emission reduction measures in order to reduce GHG emissions from. within the State to 1990 levels by 2020. In September 2016, then -Governor Jerry Brown signed into law Senate Bill 32 ("SB 32"), an amendment to the Global Warming Solutions Act, that requires CARB to take such actions to ensure that statewide GHG emissions from within the State are reduced to at least 40% below 1990 levels by 2030. SB 350, the Clean Energy and Pollution Reduction Act of 2015, signed into law by then -Governor Brown in October 2015, among other things, requires CARB, in consultation with the California Public Utilities Commission ("CPUC") and the CEC, to establish 2030 GHG emission targets for each electric utility in the State. SB 350 was superseded by SB 100, adopted in 2018, which set a 100% zero -carbon by 2045 requirement and accelerated RPS targets to 50% by 2025 and 60% by 2030. At present, these targets are non -binding, and primarily intended to help the State measure progress toward the 2030 statewide goal outlined in SB 32. The targets, however, are an input to the development of the Integrated Resource Plans that are required of the State's utilities with over 700 GWh annual retail sales, which includes the City. See "- California Renewables Portfolio Standard" below. The Global Warming Solutions Act established an annual mandatory reporting requirement for all investor -owned utilities ("IOUs"), POUs, and other load -serving entities (electric utilities providing energy to end -use customers) to inventory and report GHG emissions to CARB. It required CARB to adopt regulations for significant GHG emission sources and gave CARB the authority to enforce such regulations beginning in 2012. The City is complying with the applicable reporting requirements under the Global Warming Solutions Act. In September 2022, Governor Newsom signed into law Assembly Bill 1279 ("AB 1279"), which became effective on January 1, 2023, and established additional GHG emission reduction goals. AB 1279 declares the policy of the State both to achieve net -zero GHG emissions as soon as possible, but no later than 2045, and achieve and maintain net negative GHG emissions thereafter, and to ensure that by 2045, Statewide anthropogenic GHG emissions are reduced to at least 85% below the 1990 levels. Under AB 1279, "net zero GHG emissions" means emissions of GHGs to the atmosphere are balanced by removals of GHG emissions over a period of time. The bill directs CARB to ensure that its scoping plan identifies and recommends measures to achieve these policy goals. The State Legislative Analyst's Office is required to conduct an independent assessment of progress toward the bill's objectives every two years and to make its findings available to the public. In September 2022, Senate Bill 1020 ("SB 1020"), the Clean Energy, Jobs, and Affordability Act of 2022, was signed into law. Under SB 100, it is the policy of the state that eligible renewable energy resources and zero -carbon resources supply 100% of all retail sales of electricity to California end -use customers and 100% of electricity procured to serve all state agencies by December 31, 2045. SB 1020 revised the state policy to provide that eligible renewable energy resources and zero -carbon resources supply 90% of all retail sales of electricity to California end -use customers by December 31, 2035, 95% of by December 31, 2040, 100% by December 31, 2045, and 100% of electricity procured to serve all state agencies by December 31, 2035, as specified. Cap -and -Trade Regulations. CARB has implemented the Global Warming Solutions Act through a series of regulations (collectively referred to as the "Cap -and -Trade Regulations") that imposed declining aggregate emissions limitations on entities in California that meet minimum reporting thresholds. The Cap - and -Trade Regulations require all regulated entities, including the City, to report annual GHG emissions and to obtain and submit to CARB compliance instruments (allowances and/or offsets) that represent GHG 53 4859-7019-0694v9/200986-0002 emissions related to its industrial processes within the State. For electric utilities, this includes generation and GHG emissions associated with imported electricity from out-of-state resources. Like other electric utilities, the City receives an administrative allocation of allowances for compliance. Entities that emit GHGs at levels above those for which they receive administrative allocations, if any, must purchase the additional allowances they require at quarterly CARB auctions or from other covered entities with surplus allowances. In July 2017, then -Governor Brown signed into law Assembly Bill 398 ("AB 398"), extending the Cap -and -Trade Regulations from 2021 to 2030. The bill passed both chambers with a 2/3 supermajority vote, which protects the legislation from certain legal challenges. Under AB 398, CARB was directed to address the following: establish a price ceiling, offer non -tradeable allowances at two price containment points below the price ceiling, transfer current vintages unsold for more than 24 months to the allowance price containment reserve, evaluate and address allowance over -allocation concerns, set industry assistance factors for allowance allocation, and establish allowance banking rules. Under AB 398, CARB was directed to include cost containment provisions to keep allowance prices from rising too high and pushing business expansion outside of the state (referred to as "leakage"). AB 398 was passed in conjunction with AB 617, which strengthens the monitoring of criteria air pollutants and toxic air contaminants in local communities. Amendments to the Cap -and -Trade Regulations to reflect the requirements of AB 398 were adopted by CARB and went into effect on April 1, 2019. At this time, the City is unable to predict the long-term impacts of the Cap -and -Trade Regulations on the City's Electric System, on the electric utility industry generally, or whether any additional changes to the adopted program will be made. Since the advent of the cap -and -trade program in 2012, regulations by CARB have provided the electric sector, including the City on behalf of its ratepayers, with sufficient allocated GHG allowances or credits to cover existing operations in meeting retail load obligations. The City may bank allocated allowances in its compliance account to satisfy a portion of its ongoing compliance obligations. The City can buy or sell allowances in the quarterly auctions or on the bilateral market to meet its additional compliance obligations. Currently, the City is sufficiently positioned for compliance. CARB is in the process of developing the 2024 amendments to the Cap -and -Trade Regulations. The administrative record commencement date for such amendments occurred on February 13, 2023. The scope of the potential amendments to be considered by CARB includes, among other things, using an updated integrated energy forecast to adjust allowance allocations through 2030, reducing the total number of budgeted allowances starting in 2026, and requiring POUs to consign all allocated allowances to auction (similar to investor -owned utilities). The City could be adversely affected in the future if its GHG emissions exceed its allocated allowances, which would require additional compliance instruments to be purchased from the market to meet retail load compliance obligations. CARB has indicated that it expects to make the formal rulemaking proposal available for public comment in early 2025. Assuming that the formal rule amendments package is posted in early 2025, the amendments are anticipated to take effect starting in 2026. Although the direction CARB will take and the extent of the regulatory changes remain uncertain, the potential impact on the Electric System could reach up to $20 million over the four-year period from 2026 to 2030. GHG Emissions Performance Standard and Financial Commitment Limits. Senate Bill 1368 ("SB 1368") became effective as law on January 1, 2007. SB 1368 provided for an emission performance standard (`BPS") restricting new investments in baseload electric generating resources exceeding a specified rate of GHG emissions. SB 1368 allows the CEC to establish a regulatory framework to enforce the EPS for POUs. Pursuant to SB 1368, the CEC adopted a GHG EPS for electric generating facilities of 1,100 pounds of CO2 per MWh for "covered procurements" by POUs. SB 1368 also prohibits POUs from making any "long-term financial commitment" in connection with "baseload generation" that does not satisfy the EPS. Generally, a "long-term financial commitment" is any new or renewed power purchase 54 4859-7019-0694v9/200986-0002 agreement with a term of five years or more, the purchase of an interest in a new power plant, or any investment (other than routine maintenance) in an existing power plant that extends the life of the plant by more than five years or results in an increase in its rated capacity. "Baseload generation" means a power plant that is intended to operate at an annualized capacity factor of 60% or more. As modified, the EPS regulations require a POU to post a public meeting notice at which its governing board will consider any expenditure over $2.5 million to meet environmental regulatory requirements at a non-EPS-compliant baseload facility. In addition, each POU is required to file an annual. notice identifying all investments over $2.5 million that it anticipates making during the subsequent 12 months on non-EPS-compliant baseload facilities to comply with environmental regulatory requirements. This requirement is waived for any POU that has entered into a binding agreement to divest within five years of all baseload facilities exceeding the EPS. CEC staff has confirmed that the $2.5 million threshold applies to an individual investment by each utility, and not the combined investment of all participants in a project. Any future procurement or investment by the City in a baseload generating resource of greater than 10 MW or with a term of five years or more (or extending the life of an existing plant by more than five years) will be subject to the requirements of SB 1368. Energy Procurement and Efficiency Reporting. Senate Bill 1037 ("SB 1037") was signed into law by then -Governor Schwarzenegger in September 2005. It requires that each POU, including the City, first acquire all available energy efficiency, demand reduction, and renewable resources that are cost- effective, reliable, and feasible prior to procuring new energy generation resources. SB 1037 also requires each POU to report annually to its customers and to the CEC its investment in energy efficiency and demand reduction programs. The City is complying with these ongoing reporting requirements. Further, Assembly Bill 2021 ("AB 2021"), signed into law by then -Governor Schwarzenegger in September 2006, requires that POUs establish, report, and explain the basis of the annual energy efficiency and demand reduction targets by June 1, 2007, and every three years thereafter for a ten-year horizon. A subsequent amendment, Assembly Bill 2227, extended the reporting timeframe from three to four years. The City is complying with these ongoing reporting requirements. The information obtained from the POUs is being used by the CEC to present progress made by the State to double energy efficiency savings in electricity and natural gas final end uses by 2030, to the extent doing so is cost-effective, feasible, and does not adversely impact public health and safety, as prescribed in SB 350. California Renewables Portfolio Standard. California's legislature and executive branch have been active in promoting increasingly stringent renewable energy procurement requirements since 2002. Early efforts established a renewables portfolio standard (RPS) of 20% of renewable electricity generation by 2017. Since then, both legislative and executive branch initiatives have raised that standard in multiple phases. SBXl-2, the California Renewable Energy Resources Act, was signed into law by then -Governor Brown in April 2011. SBX1-2 required each POU to adopt and implement a renewable energy resource procurement plan and establish targets for specified compliance periods for the procurement of at least the following amounts of electricity products from eligible renewable energy resources (which could include RECs) as a proportion of total kilowatt hours sold to the utility's retail end -use customers: (i) over the 2011- 2013 compliance period, an average of 20% of retail sales from January 1, 2011 to December 31, 2013, inclusive; (ii) over the 2014-2016 compliance period, a total equal to 20% of 2014 retail sales, 20% of 2015 retail sales, and 25% of 2016 retail sales; (iii) over the 2017-2020 compliance period, a total equal to 27% of 2017 retail sales, 29% of 2018 retail sales, 31 % of 2019 retail sales, and 33% of 2020 retail sales; and (iv) for 2021 and each subsequent year, 33% of retail sales for the applicable year. The governing boards 55 4859-7019-0694v9J200986-0002 of POUs are responsible for implementing the requirements of SBX1-2, rather than the CPUC, as is the case for the IOUs. In addition, the CEC was given certain enforcement authority for POUs and CARB was given the authority to set penalties. The CEC developed detailed rules to implement SBX1-2, and has adopted regulations for the enforcement of the RPS program requirements for POUs, which regulations have been subsequently amended from time to time. SB 350, the Clean Energy and Pollution Reduction Act of 2015, as enacted, establishes an RPS target of 50% by December 31, 2030, for the amount of electricity generated and sold to retail customers from eligible renewable energy resources for retail sellers and POUs, including interim targets of (i) 40% of retail sales from eligible renewable energy resources by December 31, 2024; (ii) 45% of retail sales from eligible renewable energy resources by December 31, 2027; and (iii) 50% of retail sales from eligible renewable energy resources by December 31, 2030. SB 100, signed into law in 2018, supersedes and builds upon the goals of SB 350 by raising the RPS target to 60% by December 31, 2030, and establishes a new policy that all electricity in California be carbon -free by 2045. This policy effectively accelerates and expands the renewable energy targets, requiring retail sellers and POUs to achieve 60% by December 31, 2030. The passage of SB 100 significantly increases the compliance requirements under the RPS and reinforces the long-term commitment to achieving a carbon -free electricity grid statewide. SB 350 requires each retail seller of electricity (including IOUs, most POUs above a certain size threshold, community choice aggregators, and energy service providers) to provide a renewable energy procurement plan on an annual basis, and all POUs with demand greater than 700 gigawatt hours to develop an integrated resource plan ("IRP") at least once every five years, commencing no later than January 1, 2019. The City is subject to this requirement. As required in the statute, all IRPs are to be submitted to the CEC, including information outlined in the CEC's POU IRP Guidelines. The City filed its first IRP with the CEC in April 2019. In accordance with SB 350, the City's 2024 IRP was approved by the City Council in November 2023 and filed with the CEC by April 30, 2024. In December 2020, the CEC adopted regulations to update its RPS enforcement procedures for POUs, including to update regulations amended by both SB 350 and SB 100, among other enacted bills. This includes implementing a provision relating to the long-term procurement of renewable resources which requires, beginning January 1, 2021, that at least 65% of renewable procurement must be for a duration of 10 years or more. The regulations implement the new RPS procurement requirements for the compliance periods between 2021 and 2030, establish soft procurement targets for the intervening years of the compliance periods to demonstrate reasonable progress in meeting the RPS procurement target for the compliance periods, and establish three-year compliance periods beginning after 2030. The regulations also define requirements for 10-year procurement contracts for purposes of satisfying the long-term procurement requirement. Senate Bill 1020 ("SB 1020"), the Clean Energy, Jobs, and Affordability Act of 2022, was signed into law by Governor Newsom in September 2022 and became effective on January 1, 2023. SB 1020 revises SB 100's State policy on eligible renewable energy resources and zero -carbon resources supply, and establishes that it is the policy of the State that eligible renewable energy resources and zero -carbon resources supply (i) 90% of all retail sales of electricity to California end -use customers by December 31, 2035, (ii) 95% of all retail sales of electricity to California end -use customers by December 31, 2040, (iii) 100% of all retail sales of electricity to California end -use customers by December 31, 2045, and (iv) 100% of electricity procured to serve all state agencies by December 31, 2035. Legislation Relating to Wildfires; Related Risks. Senate Bill 1028 ("SB 1.028") was signed into law by then -Governor Brown in September 2016. SB 1028 requires that each POU and each electric 56 4859-7019-0694v9J200986-0002 cooperative in the State construct, maintain, and operate its electrical lines and equipment in a manner that will minimize the risk of catastrophic wildfire posed by those electrical lines and equipment. SB 1028 required the governing board of each POU to determine, based on historical fire data and local conditions, and in consultation with the fire departments or other entities responsible for the control of wildfires within the geographical area where the utility's overhead electrical lines and equipment are located, whether any portion of that geographical area has a significant risk of wildfire resulting from those electrical lines and equipment, and if so, to present for its governing board approval wildfire mitigation measures the utility intends to undertake to minimize the risk of its overhead electrical lines and equipment causing a catastrophic wildfire. SB 901 was signed into law by then -Governor Brown in September 2018. SB 901 amends certain provisions of SB 1.028 requiring POUs and electric cooperatives to prepare wildfire mitigation measures if the utilities' overhead electrical lines and equipment are located in an area that has a significant risk of wildfire resulting from those electrical lines and equipment. Under SB 901, each POU or electric cooperative is required to prepare before January 1, 2020 and annually thereafter, a wildfire mitigation plan. SB 901 requires specified information and elements to be considered as necessary, at minimum, in the wildfire mitigation plan. The POU or electric cooperative is required to present each wildfire mitigation plan in an appropriately noticed public meeting, and to accept comments on its wildfire mitigation plan from the public, other local and state agencies, and interested parties. In addition, SB 901 requires the POU or electric cooperative to contract with a qualified independent evaluator with experience in assessing the safe operation of electrical infrastructure to review and assess the comprehensiveness of its wildfire mitigation plan. The report of the independent evaluator is to be made available to the public and to be presented at a public meeting of the POU's governing board. In accordance with the requirements of SB 901 and subsequent legislation (AB 1054 discussed below), the City's initial wildfire mitigation plan was approved by the City Council in December 2019. The review and assessment of the City's wildfire mitigation plan by an independent evaluator was subsequently completed. In accordance with the requirements of SB 901, the City's wildfire mitigation plan is updated annually, with comprehensive revisions and independent evaluator review occurring every three years. The City's wildfire mitigation plan was most recently submitted to the City Council in May of 2024 for approval and submitted to the Wildfire Advisory Board in July of 2024. See also "THE ELECTRIC SYSTEM — Wildfire Mitigation Measures." Assembly Bill 1054 ("AB 1054") was signed into law by Governor Newsom in July 2019. AB 1054 establishes a Wildfire Fund for IOUs to facilitate payment of eligible, uninsured third -party damage claims resulting from future catastrophic wildfires. Participation in the Wildfire Fund is exclusive to IOUs. Each of the major IOUs in California are now participating in the in the Wildfire Fund. POUs, such as the City, are not eligible to participate in or receive funding for wildfire claims from the Wildfire Fund. AB 1054 expands on the existing requirements for POUs established under SB 901 for wildfire mitigation plans. AB 1054 requires each POU, by July 1 of each year, to submit its wildfire mitigation plan to the then -newly created Wildfire Advisory Board for review and comment. Under AB 1054, the Wildfire Advisory Board is required to provide comments and an advisory opinion to each POU regarding the content and sufficiency of its plan and to make recommendations on the mitigation of wildfire risks. AB 1054 requires each POU to comprehensively revise its wildfire mitigation plan at least once every three years. The City has prepared and submitted wildfire mitigation plans in accordance with the provisions of SB 901 and AB 1054 as required. A number of significant wildfires have occurred in California during the last several years. Under the doctrine of inverse condemnation (a legal concept that entitles property owners to just compensation if their private property is damaged by a public use), California courts have imposed liability on utilities in legal actions brought by private property holders for damages, where the inherent risks in the utility's infrastructure, as deliberately designed, constructed or maintained, are determined to be a substantial cause 57 4859-7019-0694v9J200986-0002 of damage to the property. Thus, if the facilities of a utility, such as its electric distribution and transmission lines, are determined to be the substantial cause of a fire, and the doctrine of inverse condemnation applies, the utility could be liable for damages without having been found negligent. In August 2019, in its decision in the case of City of Oroville v. Superior Court of Butte County, 7 Cal.5th 1091, 446 P.3d 304 (2019), involving damages related to sewage overflows from a city sewer system, the California Supreme Court held that to succeed on an inverse condemnation claim, a property owner must demonstrate that the property damage was the probable result or necessary effect of an inherent risk associated with the design, construction or maintenance of the relevant public improvement. SB 1028, SB 901 and AB 1054 do not address the existing legal doctrine relating to utilities' liability for wildfires. How any future legislation addresses California's inverse condemnation and "strict liability" issues for utilities in the context of wildfires in particular could be significant for the electric utility industry. Impact of California Energy Market Developments on the City. The effect of the developments in the California energy markets described above on the City's Electric System cannot be fully ascertained at this time. Also, volatility in energy prices in California may return due to a variety of factors that affect both the supply and demand for electric energy in the western United States. These factors include, but are not limited to, the adequacy of generation resources to meet peak demands at all times, the availability and cost of renewable energy, the impact of economy -wide GHG emission legislation and regulations, fuel costs and availability, weather effects on customer demand, the impact of climate change, wildfire mitigation and potential liability cost recovery, insurance costs, transmission congestion, the strength of the economy in California and surrounding states and levels of hydroelectric generation within the region (including the Pacific Northwest). This price volatility may contribute to greater volatility in the City's revenues from the sale (and purchase) of electric energy and, therefore, could materially affect the City's financial condition. The City, individually and/or through joint powers agencies in which it participates, undertakes resource planning and risk management activities and manages its resource portfolio to mitigate such price volatility and spot market rate exposure. See "THE ELECTRIC SYSTEM." Changing Laws and Requirements Generally Electric utilities are subject to continuing environmental regulation. Federal, State and local standards and procedures which regulate the environmental impact of electric utilities are subject to change. These changes may arise from continuing legislative, regulatory and judicial action regarding such standards and procedures. In addition, the election of new administrations, including the President of the United States, could impact substantially the current environmental standards and regulations and other matters described herein. In light of the changing regulatory requirements and standards for electric utilities, there is no assurance that any facilities or projects of the City will remain subject to the laws and regulations currently in effect, will always be in compliance with future laws and regulations or will always be able to obtain all required operating permits. An inability to comply with environmental standards could result in, for example, additional capital expenditures, reduced operating levels or the shutdown of individual units not in compliance. Increased environmental laws and regulations may create certain barriers to new facility development, may require modification of existing facilities and may result in additional costs for affected resources. In addition, on both the federal and State levels, legislation is introduced frequently addressing domestic energy policies and various environmental matters and impacts relating to energy, including the generation of energy using conventional and unconventional technologies. Issues raised in legislative proposals in recent years have included implementation of energy efficiency and renewable energy standards, addressing transmission planning, siting and cost allocation to support the construction of renewable energy facilities, cybersecurity legislation, climate change and the reduction or elimination of net carbon dioxide emission attributable to the electric grid and financial incentives that could provide grants and credits to municipal utilities to invest in renewable energy infrastructure. Congress has also 58 4859-7019-0694v9J200986-0002 considered other bills relating to energy supplies and development (such as expedited permitting for natural gas drilling projects, reducing regulatory burdens, climate change and water quality). The City is unable to predict at this time whether any of these or other legislative proposals will be enacted into law or what the impact of any such proposals that may ultimately be enacted will be. General Economic Conditions The City's costs are affected by numerous factors, many of which are macroeconomic industry variables that are beyond its control. Some of the recent factors include inflation, supply chain disruptions and delays, labor shortages and rising labor costs, and rising interest rates. More specifically, the rate of inflation increased during certain periods of recent years, increasing the price of fuel and commodities integral to the City's Electric System operations. In response to rising inflation, the United States Federal Reserve increased interest rates a number of times from 2022 to 2023, which is expected to result in an increase to the City's costs of capital so long as such inflationary pressures continue. The global economy has also faced supply chain shortages and delays in recent years. These issues may be further exacerbated by rising labor costs in the United States and global economic geopolitical crises. The occurrence of global events and macroeconomic factors and their impacts are difficult to predict but may have a material adverse effect on the Electric System's results of operations and financial condition. Cybersecurity Risks The City like many other public and private entities and utilities, relies on computer and other digital networks and systems to conduct its operations, including operations of the Electric System. In connection with the use of such technology, the City and the Electric System are potentially subject to multiple cyber threats, including without limitation hacking, viruses, ransomware, malware and other attacks. United States government agencies have in the past issued warnings indicating that critical infrastructure sectors such as electric systems may be specific targets of cybersecurity threats. Cybersecurity incidents could result from unintentional events, or from deliberate attacks by unauthorized entities or individuals attempting to gain access to the City's digital networks and systems for the purposes of misappropriating assets or information or causing operational disruption and damage. To mitigate the risk of business operations impact and/or damage from cybersecurity incidents or cyber-attacks, the City invests in multiple forms of cybersecurity and operational safeguards. Although the City has a variety of security measures and safeguards in place with respect to the Electric System (as described under "THE ELECTRIC SYSTEM — Cybersecurity Measures" above), no assurances can be given that any existing or additional safety and security measures will prove adequate in the event that cyberattacks or military conflicts or terrorist activities, including cyber terrorism, are directed against the City's systems technology or the assets of the Electric System. Cyberattacks are becoming more sophisticated and certain cyber incidents, such as surveillance, may remain undetected for an extended period. Attacks directed at critical electric sector operations could damage generation, transmission or distribution assets, cause operational malfunctions and outages, and result in costly recovery and remediation efforts. The costs of security measures or of remedying damage from security breaches could be greater than presently anticipated. Global Health Emergencies A pandemic, epidemic or outbreak of an infectious disease can have significant adverse health and financial impacts on global and local economies. For example, beginning in 2020, the COVID-19 pandemic negatively affected economic activity throughout the world, including the United States and the State of California. The initial impacts of stay -at home orders globally were unprecedented, with commerce, travel, asset values and financial markets experiencing disruptions worldwide. The City's ability to provide electric service was not impaired as a result of the COVID-19 pandemic. The City's Electric System is in a federally designated critical infrastructure sector and continued to operate throughout the COVID-19 pandemic. 59 4859-7019-0694v9/200986-0002 While the COVID-19 pandemic impacted the City in certain respects, the City did not experience a material. adverse impact to the Electric System's operations or its ability to meet its financial obligations as a result of the COVID-19 pandemic. To help mitigate the economic impact of COVID-19 and the related governmental regulations on its customers, the City implemented a suspension of the disconnection of electric services for non-payment of utility bills beginning in March 2020. Normal practices for non- payment resumed in late summer 2021. However, while the declarations of COVID-19 as a public health emergency have been lifted, future pandemics and other widespread public health emergencies can and do arise from time to time. The City cannot predict whether another national or localized outbreak of highly contagious or epidemic disease in the future could negatively impact the Electric System's operations and finances and/or the economy of its service area. Other Factors The electric utility industry in general has been, or in the future may be, affected by a number of other factors which could impact the financial condition and competitiveness of many electric utilities and the level of utilization of generating and transmission facilities. Such factors (a number of which are further discussed elsewhere in the this Official Statement) include, among others, (a) effects of compliance with rapidly changing environmental, safety, licensing, regulatory and legislative requirements other than those described above; (b) changes resulting from conservation and demand -side management programs on the timing and use of electric energy; (c) effects on the integration and reliability of power supply from the increased usage of renewables; (d) changes resulting from a national energy policy; (e) effects of competition from other electric utilities (including increased competition resulting from a movement to allow direct access or expanded community choice aggregation or from mergers, acquisitions, and "strategic alliances" of competing electric and natural gas utilities and from competitors transmitting less expensive electricity from much greater distances over an interconnected system) and new methods of, and new facilities for, producing low-cost electricity; (f) the repeal of certain federal statutes that would have the effect of increasing the competitiveness of many IOUs; (g) increased competition from independent power producers and marketers, brokers and federal power marketing agencies; (h) "self -generation" or "distributed generation" (such as microturbines, fuel cells and solar installations) by industrial and commercial customers and others; (i) issues relating to the ability to issue tax-exempt obligations, including restrictions on the ability to sell to nongovernmental entities electricity from generation projects and transmission service from transmission line projects financed with outstanding tax-exempt obligations; 0) wildfires and potential liabilities of electric utilities in connection therewith; (k) effects of inflation on the operating and maintenance costs of an electric utility and its facilities; (1) changes from projected future load requirements; (m) increases in costs and uncertain availability of capital; (n) shifts in the availability and relative costs of different fuels (including the cost of natural gas); (o) changes in the electric market structure for neighboring electric grids, such as the energy imbalance market operated by the CAISO; (p) sudden and dramatic increases in the price of energy purchased on the open market that may occur in times of high peak demand in an area of the country experiencing such high peak demand, such as has occurred in the past in California; (q) issues relating to risk management procedures and practices with respect to, among other things, the purchase and sale of natural gas, energy and transmission capacity; (r) other legislative changes, voter initiatives, referenda and statewide propositions; (s) effects of the changes in the economy, population and demand of customers within a utility's service area; (t) effects of possible manipulation of the electric markets; (u) acts of terrorism or cyber-terrorism impacting a utility and/or significant load customers; (v) impacts of a pandemic or the outbreak of another infectious disease impacting the global, national or local economy or a utility's service area; or (w) effects of and regulatory responses to climate change; (x) natural disasters or other physical calamities, including, but not limited to, wildfires, earthquakes, droughts, severe weather and floods; and (y) adverse impacts to the market for insurance relating to wildfires and other calamities, leading to higher costs or prohibitively expensive coverage, or limited or unavailability of coverage for certain types of risk. Any of these factors (as well as 60 4859-7019-0694v9/200986-0002 other factors) could have an adverse effect on the financial condition of any given electric utility, including the City's Electric System, and likely will affect individual utilities in different ways. CONSTITUTIONAL LIMITATIONS IN CALIFORNIA AFFECTING FEES AND CHARGES Proposition 62 A statutory initiative ("Proposition 62") was adopted by the voters voting in the State of California at the November 4, 1986 General Election which (1) requires that any tax for general governmental purposes imposed by local governmental entities be approved by resolution or ordinance adopted by two- thirds vote of the governmental agency's legislative body and by a majority of the electorate of the governmental entity, (2) requires that any special tax (defined as taxes levied for other than general governmental purposes) imposed by a local governmental entity be approved by a two-thirds vote of the voters within that jurisdiction, (3) restricts the use of revenues from a special tax to the purposes or for the service for which the special tax was imposed, (4) prohibits the imposition of ad valorem taxes on real property by local governmental entities except as permitted by Article XIIIA, (5) prohibits the imposition of transaction taxes and sales taxes on the sale of real property by local governmental entities and (6) requires that any tax imposed by a local governmental entity on or after March 1, 1985 be ratified by a majority vote of the electorate within two years of the adoption of the initiative or be terminated by November 15, 1988. Proposition 218 Proposition 218, a State ballot initiative known as the "Right to Vote on Taxes Act," was approved by the voters of the State of California on November 5, 1996. Proposition 218 added Articles XIIIC and XIIID to the State Constitution. Article XIIIC imposes a majority voter approval requirement on local governments (including the City) with respect to taxes for general purposes, and a two-thirds voter approval requirement with respect to taxes for special purposes. Article XIIID creates additional requirements for the imposition by most local governments of general taxes, special taxes, assessments and "property - related" fees and charges. Article XIIID explicitly exempts fees for the provision of electric service from the provisions of such article. Article XIIIC expressly extends the people's initiative power to the reduction or repeal of local taxes, assessments, and fees and charges imposed prior to its effective date (November 1996). The California Supreme Court held in Bighorn -Desert View Water Agency v. Verjil, 39 CalAth 205 (2006) that, under Article XIIIC, local voters by initiative may reduce a public agency's water rates and delivery charges, as those are property -related fees or charges within the meaning of Article XIIID, and noted that the initiative power described in Article XIIIC may extend to a broader category of fees and charges than the property -related fees and charges governed by Article X11ID. Moreover, in the case of Bock v. City Council of Lompoc, 109 Cal.App.3d 52 (1980), the Court of Appeal determined that an electric rate ordinance was not subject to the same constitutional restrictions that are applied to the use of the initiative process for tax measures so as to render it an improper subject of the initiative process. Thus, electric service charges (which are expressly exempted from the provisions of Article XIIID) may be subject to the initiative provisions of Article XIIIC, thereby subjecting such fees and charges to reduction by the electorate. The City believes that even if the electric rates of the City are subject to the initiative power, the electorate of the City would be precluded from reducing electric rates and charges in a manner adversely affecting the payment of the 2025A Installment Sale Payments securing the 2025A Bonds by virtue of the "impairment of contracts clause" of the United States and California Constitutions. 61 4859-7019-0694v9J200986-0002 Proposition 26 The California electorate adopted Proposition 26 at the November 2, 2010 election, amending Article XIIIC of the California Constitution. Proposition 26 was designed to supplement tax limitations California voters adopted when they approved Proposition 13 in 1978 and Proposition 218 in 1996. Proposition 26 applies by its terms to any levy, charge or exaction imposed, increased or extended by a local government on or after November 3, 2010. Proposition 26 deems any such levy, charge or fee to be a "tax," requiring voter approval unless it comes within one of the listed exceptions or further exceptions recognized by the courts. Proposition 26 expressly excludes from its definition of a "tax," among other things, a charge imposed for a specific government service or product provided directly to the payor that is not provided to those not charged, and which does not exceed the reasonable costs to the local government of providing the service or product. Proposition 26 is subject to interpretation by California courts. A number of lawsuits have been filed against public agencies in California relating to electric utility fund transfers. In 2011, two lawsuits were filed against the City challenging the implementation of the City's "payment in lieu of taxes" (or "PILOT") transfer from the Electric System to the City's general fund without voter approval. The City's PILOT is designed to be equivalent to the ad valorem taxes the Electric System would have had to pay if such electric utility were privately owned. The suits alleged that the PILOT was passed through to the City's Electric System customers as part of the rates and charges for electric service in excess of the reasonable costs to the City of providing electric service. The Superior Court of the State of California, Shasta County, consolidated the two lawsuits and ruled in favor of the City on July 13, 2012. Following an appeal by the plaintiffs, on February 19, 2015, the Court of Appeal of the State of California, Third Appellate Division, ruled in Citizens for Fair REU Rates v. City of Redding, holding that the City's PILOT constituted an unconstitutional "tax" under Proposition 26 for which the City was required to secure voter approval unless the City proved that the amount collected was necessary to cover the reasonable costs to the City of providing electric service. In addition, the Court of Appeal noted that Proposition 26 had no retrospective effect as to local taxes that existed prior to November 3, 2010, but found that since the PILOT was subject to the City Council's recurring discretion, the PILOT did not escape the purview of Proposition 26. On March 2, 2015, the City filed a Petition for Review with the California Supreme Court which was granted. On August 27, 2018, the California Supreme Court rendered its decision reversing the judgment of the Court of Appeal. The California Supreme Court determined that the budgetary transfer from the City electric utility to the City's general fund, calculated by using the PILOT, itself is not the type of exaction that is subject to Article XIIIC of the California Constitution. The court reasoned that it is only the City's electric utility rate, not the PILOT, that is imposed on customers for electric service. The California Supreme Court concluded that the challenged rate did not exceed the reasonable costs of providing electric service, and therefore did not constitute a tax. Due to evolving case law and the uncertainties regarding potential legislative interpretations of Proposition 26, the City is unable to predict at this time how Proposition 26 will ultimately be interpreted by the courts in the context of any particular electric utility rates or what the ultimate impact of Proposition 26 will be. Other Initiatives Articles XIIIC and XIIID and Propositions 62, 218 and 26 were adopted as measures that qualified for the ballot pursuant to California's initiative process. From time to time, including presently, other initiatives have been, and could be, proposed, and if qualified for the ballot and approved by voters, could affect the City's Electric System revenues or operations. Neither the nature and impact of these measures nor the likelihood of qualification for ballot or passage can be anticipated by the City. 62 4859-7019-0694v9J200986-0002 TAX MATTERS In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the Authority, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain representations and compliance with certain covenants, interest on the 2025A Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 (the "Code") and is exempt from State of California personal income taxes. Bond Counsel is of the further opinion that interest on the 2025A Bonds is not a specific preference item for purposes of the federal individual alternative minimum tax. Bond Counsel observes that interest on the 2025A Bonds included in adjusted financial statement income of certain corporations is not excluded from the federal corporate alternative minimum tax. Bond Counsel expresses no opinion regarding any other tax consequences related to the ownership or disposition of, or the amount, accrual or receipt of interest on, the 2025A Bonds. A complete copy of the proposed form of opinion of Bond Counsel is set forth in Appendix F hereto. To the extent the issue price of any maturity of the 2025A Bonds is less than the amount to be paid at maturity of such 2025A Bonds (excluding amounts stated to be interest and payable at least annually over the term of such 2025A Bonds), the difference constitutes "original issue discount," the accrual of which, to the extent properly allocable to each beneficial owner thereof, is treated as interest on the 2025A Bonds which is excluded from gross income for federal income tax purposes and exempt from State of California personal income taxes. For this purpose, the issue price of a particular maturity of the 2025A Bonds is the first price at which a substantial amount of such maturity of the 2025A Bonds is sold to the public (excluding bond houses, brokers, or similar persons or organizations acting in the capacity of underwriters, placement agents or wholesalers). The original issue discount with respect to any maturity of the 2025A Bonds accrues daily over the term to maturity of such 2025A Bonds on the basis of a constant interest rate compounded semiannually (with straight-line interpolations between compounding dates). The accruing original issue discount is added to the adjusted basis of such 2025A Bonds to determine taxable gain or loss upon disposition (including sale, redemption, or payment on maturity) of such 2025A Bonds. Beneficial owners of the 2025A Bonds should consult their own tax advisors with respect to the tax consequences of ownership of Bonds with original issue discount, including the treatment of beneficial owners who do not purchase such 2025A Bonds in the original offering to the public at the first price at which a substantial amount of such 2025A Bonds is sold to the public. 2025A Bonds purchased, whether at original issuance or otherwise, for an amount higher than their principal amount payable at maturity (or, in some cases, at their earlier call date) ("Premium 2025A Bonds") will be treated as having amortizable bond premium. No deduction is allowable for the amortizable bond premium in the case of bonds, like the Premium 2025A Bonds, the interest on which is excluded from gross income for federal income tax purposes. However, the amount of tax-exempt interest received, and a beneficial owner's basis in a Premium 2025A Bond, will be reduced by the amount of amortizable bond premium properly allocable to such beneficial owner. Beneficial owners of Premium 2025A Bonds should consult their own tax advisors with respect to the proper treatment of amortizable bond premium in their particular circumstances. The Code imposes various restrictions, conditions and requirements relating to the exclusion from gross income for federal income tax purposes of interest on obligations such as the 2025A Bonds. The Authority and the City have made certain representations and covenanted to comply with certain restrictions, conditions and requirements designed to ensure that interest on the 2025A Bonds will not be included in federal gross income. Inaccuracy of these representations or failure to comply with these covenants may result in interest on the 2025A Bonds being included in gross income for federal income tax purposes, possibly from the date of original issuance of the 2025A Bonds. The opinion of Bond Counsel assumes the accuracy of these representations and compliance with these covenants. Bond Counsel has not 63 4859-7019-0694v9J200986-0002 undertaken to determine (or to inform any person) whether any actions taken (or not taken), or events occurring (or not occurring), or any other matters coming to Bond Counsel's attention after the date of issuance of the 2025A Bonds may adversely affect the value of, or the tax status of interest on, the 2025A Bonds. Accordingly, the opinion of Bond Counsel is not intended to, and may not, be relied upon in connection with any such actions, events or matters. Although Bond Counsel is of the opinion that interest on the 2025A Bonds is excluded from gross income for federal income tax purposes and is exempt from State of California personal income taxes, the ownership or disposition of, or the accrual or receipt of amounts treated as interest on, the 2025A Bonds may otherwise affect a beneficial owner's federal, state or local tax liability. The nature and extent of these other tax consequences depends upon the particular tax status of the beneficial owner or the beneficial owner's other items of income or deduction. Bond Counsel expresses no opinion regarding any such other tax consequences. Current and future legislative proposals, if enacted into law, clarification of the Code or court decisions may cause interest on the 2025A Bonds to be subject, directly or indirectly, in whole or in part, to federal income taxation or to be subject to or exempted from state income taxation, or otherwise prevent beneficial owners from realizing the full current benefit of the tax status of such interest. The introduction or enactment of any such legislative proposals, clarification of the Code or court decisions may also affect, perhaps significantly, the market price for, or marketability of, the 2025A Bonds. Prospective purchasers of the 2025A Bonds should consult their own tax advisors regarding the potential impact of any pending or proposed federal or state tax legislation, regulations or litigation, as to which Bond Counsel expresses no opinion. The opinion of Bond Counsel is based on current legal authority, covers certain matters not directly addressed by such authorities, and represents Bond Counsel's judgment as to the proper treatment of the 2025A Bonds for federal income tax purposes. It is not binding on the Internal Revenue Service ("IRS") or the courts. Furthermore, Bond Counsel cannot give and has not given any opinion or assurance about the future activities of the Authority or the City, or about the effect of future changes in the Code, the applicable regulations, the interpretation thereof or the enforcement thereof by the IRS. The Authority and the City have covenanted, however, to comply with the requirements of the Code. Bond Counsel's engagement with respect to the 2025A Bonds ends with the issuance of the 2025A Bonds, and, unless separately engaged, Bond Counsel is not obligated to defend the Authority, the City or the beneficial owners regarding the tax-exempt status of the 2025A Bonds in the event of an audit examination by the IRS. Under current procedures, beneficial owners would have little, if any, right to participate in the audit examination process. Moreover, because achieving judicial review in connection with an audit examination of 2025A Bonds is difficult, obtaining an independent review of IRS positions with which the Authority and/or the City legitimately disagree may not be practicable. Any action of the IRS, including but not limited to selection of the 2025A Bonds for audit, or the course or result of such audit, or an audit of bonds presenting similar tax issues, may affect the market price for, or the marketability of, the 2025A Bonds, and may cause the Authority, the City or the beneficial owners to incur significant expense. Payments on the 2025A Bonds generally will be subject to U.S. information reporting and possibly to "backup withholding." Under Section 3406 of the Code and applicable U.S. Treasury Regulations issued thereunder, a non -corporate beneficial owner of 2025A Bonds may be subject to backup withholding with respect to "reportable payments," which include interest paid on the 2025A Bonds and the gross proceeds of a sale, exchange, redemption, retirement or other disposition of the 2025A Bonds. The payor will be required to deduct and withhold the prescribed amounts if (i) the payee fails to furnish a U.S. taxpayer identification number ("TIN") to the payor in the manner required, (ii) the IRS notifies the payor that the 64 4859-7019-0694v9/200986-0002 TIN furnished by the payee is incorrect, (iii) there has been a "notified payee underreporting" described in Section 3406(c) of the Code or (iv) the payee fails to certify under penalty of perjury that the payee is not subject to withholding under Section 3406(a)(1)(C) of the Code. Amounts withheld under the backup withholding rules may be refunded or credited against a beneficial owner's federal income tax liability, if any, provided that the required information is timely furnished to the IRS. Certain beneficial owners (including among others, corporations and certain tax-exempt organizations) are not subject to backup withholding. The failure to comply with the backup withholding rules may result in the imposition of penalties by the IRS. LITIGATION There is no action, suit or proceeding known to be pending or threatened, restraining or enjoining the issuance or delivery of the 2025A Bonds, the Trust Agreement, the 2025A Installment Sale Agreement or the Continuing Disclosure Agreement, or in any way contesting or affecting the validity of the foregoing or any proceedings of the Authority or the City taken with respect to any of the foregoing. To the best knowledge of the Authority and the City, there is no litigation pending or threatened, questioning the corporate existence of the Authority or the City, or the title of the officers of the Authority or the City to their respective offices, or the power and authority of the Authority or the City to execute and deliver the 2025A Bonds, the Trust Agreement, the 2025A Installment Sale Agreement or the Continuing Disclosure Agreement, as applicable, or of the City to make the 2025A Installment Sale Payments under the 2025A Installment Sale Agreement. To the best knowledge of the Authority and the City, there is no litigation pending or threatened, questioning or affecting in any material respect any of the financial information with respect to the City's Electric System contained in this Official Statement. At any given time, including the present, there are certain other claims and disputes, including those currently in litigation, that arise in the normal course of the City's activities. Such matters could, if determined adversely to the City, affect expenditures by the City, and in some cases, its Electric System revenues. See also "THE ELECTRIC SYSTEM — Litigation Affecting the Electric System." The City's management and its City Attorney are of the opinion that no pending actions are likely to have a material adverse effect on the City's ability to make payments under the 2025A Installment Sale Agreement. RATING Fitch Ratings ("Fitch") has assigned the 2025A Bonds the rating of " " Fitch's rating outlook with respect to the 2025A Bonds is " " No application has been made to any other rating agency for the purpose of obtaining any additional rating on the 2025A Bonds. Such rating expresses only the view of the rating agency and an explanation of the significance of such rating may be obtained only from such rating agency as follows: Fitch Ratings, 33 Whitehall Street, New York, New York 10004. Generally, a rating agency bases its credit rating on the information and materials furnished to it (which may include information and material from the City which is not included in this Official Statement) and on investigations, studies and assumptions of its own. A securities rating is not a recommendation to buy, sell or hold securities. There is no assurance that such rating (or any rating outlook ascribed thereto) will continue for any given period of time or that it will not be revised or withdrawn entirely if, in the judgment of such rating agency, circumstances so warrant. Any such downward revision or withdrawal of such rating could have an adverse effect on the market price of the 2025A Bonds. CONTINUING DISCLOSURE The City has covenanted for the benefit of the holders and beneficial owners of the 2025A Bonds to provide in an Annual Report certain financial information and operating data relating to the City and the 65 4859-7019-0694v9J200986-0002 Electric System by not later than 270 days following the end of the City's Fiscal Year (which Fiscal Year presently ends June 30), commencing with the report for the 2024-25 Fiscal Year, and to provide notices of the occurrence of certain enumerated events. The Annual Report and notices of enumerated events will be provided by or on behalf of the City to the Municipal. Securities Rulemaking Board through the Electronic Municipal Market Access (EMMA) system. The specific nature of the information to be contained in the Annual Report and the notice of specified events is summarized in "APPENDIX E — PROPOSED FORM OF CONTINUING DISCLOSURE AGREEMENT." These covenants have been made in order to assist the Underwriter in complying with the Rule. In the last five years, certain deficiencies in performance by the City, including the City, as the Successor Agency to the Redding Redevelopment Agency (the "Successor Agency") under their respective continuing disclosure undertakings have occurred. In that period, annual report information deficiencies are noted for each of the fiscal years identified below, including with respect to various items of the financial and operating data information specified under the continuing disclosure undertakings for the: (i) Redding Joint Powers Financing Authority Water and Wastewater Refunding Revenue Bonds, 2013 Series A and City of Redding Wastewater System Refunding Revenue Bonds, Series 2020 (Fiscal Years 2020-2022); (ii) Redding Joint Powers Financing Authority Lease Revenue Bonds (2019 Capital Projects), Series 2019A (Fiscal Years 2019-2022); and (iii) Redding Redevelopment Agency Canby -Hilltop -Cypress Project Area Housing Set -Aside Tax Allocation Bonds, 2001 Series B (Fiscal Years 2019 and 2020). In addition, with respect to the Redding Joint Powers Financing Authority Water and Wastewater Refunding Revenue Bonds, 2013 Series A and City of Redding Wastewater System Refunding Revenue Bonds, Series 2020, the City did not timely file its annual report with respect to Fiscal Year 2019-20, and did not file notice of such failure to timely file, but made a filing of such annual report on January 6, 2022, approximately 10 months late. With respect to the Transmission Agency of Northern California California -Oregon Transmission Project Revenue Refunding Bonds, 2016 Series A, the City's audited financial statements and financial and operating data information were not properly linked to two of the CUSIPs for those bonds for Fiscal Year 2023. Also in the last five -years, on October 7, 2021 and June 29, 2023, ratings upgrades were made on the Successor Agency's outstanding tax allocation bonds, for which the Successor Agency failed to make event notices. The City and the Successor Agency, respectively, have made the necessary filings, posted to EMMA, to address the deficiencies, including notices of the failures to timely make such filings, for all currently outstanding bonds identified above. UNDERWRITING The 2025A Bonds are being purchased for reoffering by J.P. Morgan Securities LLC (the "Underwriter") pursuant to a bond purchase contract (the "Purchase Contract"), by and between the Underwriter and the City. The Underwriter has agreed, subject to certain conditions, to purchase the 2025A Bonds at a price of $ (representing the $ aggregate principal amount of the 2025A Bonds [plus/less] $ original issue [premium/discount] and less $ of Underwriter's discount). The Purchase Contract for the 2025A Bonds provides that the Underwriter is obligated to purchase all of the 2025A Bonds if any are purchased, the obligation to make such purchase being subject to certain terms and conditions set forth in the Purchase Contract. The Underwriter may offer and sell the Bonds to certain dealers and others at prices lower than the initial public offering prices stated on the inside cover page hereof. The offering prices may be changed from time to time by the Underwriter. The following information has been provided by the Underwriter for inclusion in this Official Statement: J.P. Morgan Securities LLC ("JPMS"), the Underwriter of the 2025A Bonds, has entered into negotiated dealer agreements (each, a "Dealer Agreement") with each of Charles Schwab & Co., Inc. ("CS&Co.") and LPL Financial LLC ("LPL") for the retail distribution of certain securities offerings at the 66 4859-7019-0694v9/200986-0002 original issue prices. Pursuant to each Dealer Agreement, each of CS&Co. and LPL may purchase 2025A Bonds from JPMS at the original issue price less a negotiated portion of the selling concession applicable to any 2025A Bonds that such firm sells. [a14 71W.111 0.1 of I_11 Y [130= , I The Underwriter and its affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. The Underwriter and its affiliates have, from time to time, performed, and may in the future perform, various investment banking services for the City, for which they received or will receive customary fees and expenses. In the ordinary course of their various business activities, the Underwriter and its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (which may include bank loans and/or credit default swaps) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve securities and instruments of the Authority and the City. CERTAIN LEGAL MATTERS The validity of the 2025A Bonds and certain other legal matters are subject to the approving opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the Authority. A complete copy of the proposed form of Bond Counsel opinion is contained in Appendix F hereto. Bond Counsel undertakes no responsibility for the accuracy, completeness or fairness of this Official Statement and expresses no opinion with respect thereto. Stradling Yocca Carlson & Rauth LLP is serving as Disclosure Counsel to the City in connection with the 2025A Bonds. Certain legal matters will also be passed upon for the Authority and the City by the City Attorney of the City of Redding, and for the Underwriter by Norton Rose Fulbright US LLP. Bond Counsel and Disclosure Counsel will receive compensation that is contingent upon the issuance and delivery of the 2025A Bonds. MUNICIPAL ADVISOR The City has retained PFM Financial Advisors LLC, Los Angeles, California, as municipal advisor (the "Municipal Advisor") in connection with the issuance of the 2025A Bonds. The Municipal Advisor has not undertaken to make an independent verification or to assume responsibility for the accuracy, completeness, or fairness of the information contained in this Official Statement. The Municipal Advisor is an independent financial advisory firm and is not engaged in the business of underwriting, trading or distributing municipal securities or other public securities. The payment of certain fees of the Municipal Advisor is contingent upon the issuance and delivery of the 2025A Bonds. AUDITED FINANCIAL STATEMENTS The City's Annual Comprehensive Financial Report for the Fiscal Year ended June 30, 2024, including its Basic Financial Statements, are included in Appendix A to this Official Statement. The City's Basic Financial Statements as of and for year ended June 30, 2024 have been audited by CliftonLarsonAllen LLP, independent accountants (the "Independent Accountants") as stated in their report appearing in Appendix A. The 2025A Installment Sale Payments are special obligations of the City payable solely from the Net Revenues of the City's Electric System and moneys in the City's Electric Revenue Fund. 67 4859-7019-0694v9/200986-0002 The financial statements of the City are public documents and the City has not requested nor did the City obtain permission from the Independent Accountants to include the Basic Financial Statements and their report in an Appendix to this Official Statement. Accordingly, the Independent Accountants have made no representation in connection with inclusion of the audit herein that there has been no material change in the financial condition of the City or the Electric System since the most recent audit was concluded. The Independent Accountants have not been engaged to perform and have not performed, since the date of its report included in Appendix A, any procedures on the financial statements addressed in that report. The Independent Accountants also have not performed any procedures relating to this Official Statement. [Remainder of page intentionally left blank.] 68 4859-7019-0694v9J200986-0002 I 0 i_1111011IM10 all N iAliL3'A The execution and delivery of this Official Statement has been duly authorized by the Authority and the City. REDDING JOINT POWERS FINANCING AUTHORITY C Chair CITY OF REDDING C City Manager 69 4859-7019-0694v9J200986-0002 AUDITED FINANCIAL STATEMENTS OF THE CITY FOR THE FISCAL YEAR ENDED JUNE 30, 2024 4859-7019-0694v9J200986-0002 CERTAIN INFORMATION CONCERNING THE CITY OF REDDING The economic and demographic information regarding the City provided in this Appendix B is presented as general background data and has been collected fi^om sources which the City deems to be reliable. The general fund of the City is not liable, and the credit or taxing power of the City is not pledged, for the payment of the 2025A Installment Sale Payments securing the 2025A Bonds or the interest thereon. The 202A5 Bonds are limited obligations of the Authority and are payable solely from the Revenues of the Authority (consisting primarily of the 2025A Installment Sale Payments) and are not secured by a legal or equitable pledge of, or charge, lien or encumbrance upon, any of the property of the City, or any of its income or receipts, except the Net Revenues of the City's Electric System and the other funds which are pledged to the payment of the 2025A Installment Sale Payments under the 2025A Installment Sale Agreement and the other funds which are pledged to the payment of the 2025A Bonds pursuant to the Trust Agreement. See the section in the Official Statement entitled "SECURITYAND SOURCESFOR THE 2025A BONDS. " General Description The City of Redding (the "City" or "Redding"), comprising approximately 62 square miles, is located at the northern end of the Sacramento Valley, approximately 160 miles north of Sacramento and 230 miles northeast of San Francisco. It is the county seat of Shasta County and the major trade, recreational and commerce center for the northern central and northeastern portion of California. The City is situated in the midst of a vast recreational area that includes nine national forests, six wilderness areas, two state parks and one national park. The City experiences hot summers and mild winters. Annual precipitation is approximately 34.23 inches. Elevation within the area varies from 400 feet above sea level to 10,466 feet at Lassen Park, just outside the County of Shasta (the "County"). Municipal Government The City was incorporated on October 4, 1887 and operates as a general law city with the council-manager form of government. The City Council consists of five members elected "at large" for four-year staggered terms. Council members must be residents of the City and registered voters both at the time nomination papers are taken out and assuming office. The Mayor is selected by the City Council from among its members. City Council Members. The current members of the City Council are as follows: JACK MUNNS, Mayor, was elected to the City Council in November 2022. Mr. Munns was born and raised in Redding. In 1989, he joined the Reno Police Department. Mr. Munn's education includes a bachelor's degree in Criminal Justice and a master's degree in Social Work, which he obtained while working as a police officer. Mr. Munn's current term of office ends in December 2026. MIKE LTTTAU, Vice Mayor, was elected to the City Council in November 2024. Mr. Littau moved to Redding in 1995.and attended Simpson University. Mr. Littau's education includes a bachelor's degree in Communications. After graduating from college, Mr. Littau served in the Army. Following his military service, he began his career working for a local bank and insurance company in Redding. In 2005, he opened his own insurance business. Mr. Littau's community involvement includes serving on a local school board, as well as serving in various leadership roles for the California Soccer Park, Redding Youth Soccer League, and Simpson Alumni Association. Mr. Littau's current term of office ends in December 2028. B-1 4859-7019-0694v9J200986-0002 TENESSA AUDETTE, Council member, was elected to the City Council in. November 2022. Ms. Audette's education includes a bachelor's degree in Political Science from Sonoma State University. She started a small business, Called to Action Consulting, Inc., which managed campaigns for city council, county supervisor, district attorney, congressional, assembly and gubernatorial races. Ms. Audette serves as the First District's Representative for the California State Senate. She is a graduate of Leadership Redding, a program of the Community Foundation of the North State, the stated purpose of which is to serve as a catalyst for individuals who seek participation in community decision -making in voluntary and governmental organizations. She served on the Leadership Redding Steering Committee, organizing the government program for five years. She also served as the Data Chair on the Shasta County Republican Central Committee and was a delegate for the California GOP. Ms. Audette is an Adjunct Instructor teaching constitutional principles and civics as an elective for Bethel School of Supernatural Ministry. Ms. Audette's current term of office ends in. December 2026. DR. PAUL DHANUKA, Council member, was elected to the City Council in November 2024. Dr. Dhanuka has served as a medical doctor in the Redding community and North State region for nearly two decades. He is a former Chief of Medical Staff at Mercy Medical Center Redding and at Shasta Regional Medical Center Redding. Dr. Dhanuka is the current President of the North Valley Medical Association, and an Assistant Professor at the University of California, Davis School of Medicine and California University of Science and Medicine. He serves on the Shasta County Public Health Advisory Board, Simpson University's Community Advisory Committees, and Turtle Bay Exploration Park Board of Regents. Dr. Dhanuka's current term of office ends in December 2028. ERIN RESNER, Council member and Mayor Pro Tempore, was elected to the City Council in November 2024. Ms. Resner was raised in Redding. Her education includes a bachelor's degree in Biology, with a minor in Environmental Sciences, from St. Mary's College of California. Ms. Resner and her husband currently own eight locations of Dutch Bros. Coffee in Redding, Anderson, and Palo Cedro, California. Ms. Resner's community involvement includes serving as a Court Appointed Special Advocate for youth in Dependency Court for over a decade and as a Commissioner for the City of Redding's Community Services Advisory Commission for four years. She is involved in a number of community focused non -profits and businesses such as One Safe Place and Turtle Bay and is also on the Children's Legacy Center Board of Directors serving as the Treasurer. Ms. Resner's current term of office ends in December 2026. City Management and Employees. The City Manager is appointed by the City Council and is responsible for implementation of Council policies and for day-to-day operation of the City. The offices of City Clerk and City Treasurer are elective, for four-year terms, and the City Attorney is appointed by the City Council. The City is regarded as a full service city and municipally provided services include planning and building regulation, police protection, fire protection, recreation and parks, electric, water, wastewater, storm drainage and solid waste collection and disposal and operation of two airports. As of June 30, 2024, a staff of 906 full-time employees and 293 part-time employees of the City carried out the functions of municipal government. City employees have been represented by various unions since 1965. Population Characteristics Between 1980 and 2020, the City grew significantly, increasing to 93,746 residents in 2020 from 41,995 residents in 1980. The City's estimated 2024 population of 92,466 represents a slight decrease of approximately 1.37% from the 2020 U.S. Census tabulation. The City's population represents over 50% of the County's estimated population of 179,195 in 2024. The following table indicates population growth for the City and the County from 1980 to 2024. B-2 4859-7019-0694v9J200986-0002 CITY OF REDDING AND COUNTY OF SHASTA POPULATION (1980, 1990, 2000, 2010 and 2020 as of April 1; 2021-2024 as of January 1, with 2020 benchmark) City of Redding County of Shasta Annualized Annualized Percent Percent Change Change Year Number Over Interval Number Over Interval 1980 41,995 — 115,715 — 1990 66,462 5.83% 147,036 2.71% 2000 80,865 2.17 1.63,256 1.1.0 2010 89,861 1.11 177,223 0.86 2020 93,746 0.43 182,155 0.28 2021 93,536 (0.22) 181,483 (0.36) 2022 92,682 (0.91) 180,206 (0.70) 2023 92,164 (0.55) 179,122 (0.60) 2024 92,466 0.32 179,195 0.04 Source: State of California, Department of Finance, E-4 Population Estimates for Cities, Counties, and the State, 1980-2020 Census data, 2021-2024 with 2020 Census Benchmark. Sacramento, California, May 2024. Industry and Employment Timber extraction and the processing of wood by-products, together with agriculture, tourism and government, have historically been the major sectors of employment in Redding. Over the last decade, the City's economic base has diversified from resource extraction and processing activities, primarily lumber, to a regional services economy supported by retail and wholesale trade plus educational, recreational, medical and government services for an area covering several counties. The City has attracted new manufacturing industries through a combination of industrial development policies, the availability of a growing labor pool, comparatively low development and living costs and inexpensive power. A consistent factor in the growth of the labor force continues to be the out -migration of all types of workers from the population centers of Southern California and the San Francisco Bay Area to Shasta County and other Northern California counties. A large portion of the in -migrants possesses high technical and administrative skills. Major employers in the City and Shasta County include those in medical services, government and utility services. Major non -governmental employers, their products or services, and the number of their respective employers in 2024 are listed in the following table: B-3 4859-7019-0694v9J200986-0002 CITY OF REDDING MAJOR EMPLOYERS (as of June 30, 2024) Percentage of Total Area Employer Employees Rank Employment Mercy Medical Center 1,980 1 2.82% Shasta County(l) 1,773 2 2.53 City of Redding (2) 918 3 1.31 Shasta Regional Medical Center 880 4 1.25 California Transportation Department 573 5 0.82 Shasta Union High School District 559 6 0.80 Shasta Community College 512 7 0.73 Shasta Community Health 507 8 0.72 Win -River Casino 351 9 0.50 Redding Rancheria 187 10 0.27 Total 8,240 11.75% (1) Full-time equivalent budgeted positions. This includes employees who work outside of the City. (2) Full-time budgeted positions. In Fiscal Year 2023-24, there were 906 full-time and 293 part-time/temporary positions filled. Source: City of Redding Annual Comprehensive Financial Report for Fiscal Year 2023-24. Derived roughly from the State of California Employment Development Department's listing of the top 25 employers in Shasta County. The Redding Metropolitan Statistical Area (MSA) is comprised of Shasta County. The following table summarizes employment by industry in Shasta County in calendar years 2019 through 2023 (most recent full year information available). The calendar year figures presented are annual averages which are estimated by the State of California Employment Development Department. B-4 4859-7019-0694v9/200986-0002 LABOR FORCE IN SHASTA COUNTY AVERAGE ANNUAL EMPLOYMENT BY INDUSTRY 2019 through 2023 2019 2020 2021 2022 Wage and Salary Employment: Farm........................................... Mining, Logging, and Construction ............................. Manufacturing ............................ Trade, Transportation and Utilities ..................................... Information Services .................. Financial. Activities .................... Professional and Business Services ................................... Private Education and Health Services ........................ Leisure and Hospitality .............. Other Services ............................ Government ................................ Total') ................................... 2023 800 800 900 1,000 1,000 3,900 4,400 4,400 4,400 4,400 2,600 2,500 2,800 2,900 2,900 1.3,000 13,000 13,400 13,600 13,200 500 500 500 500 500 2,800 2,800 2,800 2,800 2,800 6,100 5,800 5,800 6,100 6,300 15,500 15,200 15,100 15,600 16,500 7,000 6,100 6,700 7,000 7,000 2,400 2,300 2,300 2,400 2,600 13,600 13,200 13,100 13,400 14,100 68,200 66,600 67,900 69,600 71,200 (1) Columns may not add to totals due to independent rounding. Source: California Employment Development Department. Annual Averages; March 2023 Benchmark. According to the California Employment Development Department, the City's metropolitan area (i.e., Shasta County) annual average unemployment rate was 5.7% in 2024. The following table sets forth certain information regarding employment in the Redding Metropolitan Statistical Area from 2020 through 2024. REDDING METROPOLITAN STATISTICAL AREA CIVILIAN LABOR FORCE, EMPLOYMENT AND UNEMPLOYMENT 2020 through 2024 Unemployment Year Labor Force Number Rate 2020 73,300 6,500 8.9% 2021 72,800 5,000 6.9 2022 72,500 3,400 4.7 2023 73,900 3,800 5.1 2024 74,700 4,300 5.7 Source: California Employment Development Department; Revised annual averages (not seasonally adjusted) March 2023 Benchmark. Construction Activity The following table sets forth the valuation and number of units for new single- and multi -family dwellings and businesses located in the City for the five calendar years 2019 through 2023. B-5 4859-7019-0694v9J200986-0002 CITY OF REDDING BUILDING VALUATIONS AND NUMBER OF UNITS 2019 through 2023 (Dollars in Thousands) 2019 2020 2021 2022 2023 Single Family Units ......................... 223 204 151 234 94 Value Single Family(l) ..................... $65,182.7 $59,295.3 $42,964.6 $76,963.5 $36,660.3 Multi -Family Units .......................... 91 4 244 52 0 Multi -Family Permits(2) ................... 7 1 3 4 0 Value Multi -Family Dwellings........ $9,220.3 $518.3 $38,036.4 $9,031.6 $0 Business Permits ............................. 24 37 33 23 23 Value Business ................................ $27,756.9 $35,738.4 $46,433.7 $44,679.7 $36,936.1 Total Pennits(3)................................ 5,146 6,756 5,317 4,696 3,883 Value Total All Pennits(3) ................ $157,668.1 $165,613.4 $165,423.9 $193,625.1 $116,809.5 0) Value of new construction only. (2) Includes hotel and apartment units — "R" occupancies. (3) Total includes miscellaneous structures and additions, alterations and remodels in addition to new construction. Source: City of Redding Development Services Department. Commerce The City is a regional center of commerce for several Northern California counties, with many shopping centers and malls. Support for retail sales is derived from a retail trade area population of approximately 128,000 in the primary trade area and approximately 257,000 people in the secondary trade area. The primary trade area consists of the metropolitan urban area, including the cities of Redding, Shasta Lake, Anderson and Red Bluff. The secondary trade area consists of Shasta, Trinity, and Tehama counties. The following table shows the annual volume of taxable sales within the City since 2019. Taxable transactions in the City were reported to be approximately $2.56 billion in calendar year 2023. CITY OF REDDING TAXABLE TRANSACTIONS Calendar Years 2019 through 2023 (Dollars In Thousands) Retail and Food Services Total All Outlets Taxable Year Taxable Transactions Transactions 2019 $1,785,797 $2,318,353 2020 1,766,878 2,276,483 2021 2,044,445 2,608,210 2022 2,001,843 2,607,234 2023 1,940,192 2,560,254 Source: California Department of Tax and Fee Administration - Taxable Sales in California B-6 4859-7019-0694v9J200986-0002 Personal Income The United Department of Commerce, Bureau of Economic Analysis (the "BEA") produces economic accounts statistics that enable government and business decision -makers, researchers, and the public to follow and understand the performance of the national economy. The BEA defines "personal income" as income received by persons from all sources, including income received from participation in production as well as from government and business transfer payments. Personal income represents the sum of compensation of employees (received), supplements to wages and salaries, proprietors' income with inventory valuation adjustment and capital consumption adjustment ("CCAdj"), rental income of persons with CCAdj, personal income receipts on assets, and personal current transfer receipts, less contributions for government social insurance. Per capita personal income is calculated as the personal income divided by the resident population based upon the Census Bureau's annual midyear population estimates. The following table presents total personal income and per capita personal income for the Redding Metropolitan Statistical Area (which is the same as the County of Shasta), the State and the United States for the period 2019 through 2023. REDDING METROPOLITAN STATISTICAL AREA, STATE OF CALIFORNIA AND UNITED STATES PERSONAL INCOME AND PER CAPITA PERSONAL INCOME Calendar Years 2019 through 20230) Personal Income Per Capita Personal Year Area (millions of dollars) Income (dollars) 2019 Redding MSA $ 8,321.8 $45,675 California 2,539,747.4 64,219 United States 18,349,584.0 55,566 2020 Redding MSA $ 9,325.8 $51,240 California 2,769,103.0 70,098 United States 19,600,945.0 59,123 2021 Redding MSA $ 9,905.5 $54,385 California 3,009,556.6 76,882 United States 21,403,979.0 64,460 2022 Redding MSA $ 9,788.5 $54,099 California 3,003,826.1 76,941 United States 22,077,232.0 66,244 2023 Redding MSA $ 10,395.7 $57,637 California 3,166,135.4 81,255 United States 23,380,269.0 69,810 Latest available annual data. SAINCI National and State data updated September 2024 —revised statistics for 2019-2023; CAINCI MSA data updated November 2024 — new statistics for 2023; revised statistics for 2019- 2022; data not adjusted for inflation. Source: Bureau of Economic Analysis: SAINCI National and State data; CAINCI MSA data. B-7 4859-7019-0694v9J200986-0002 Transportation The City enjoys a strategic market location among the Pacific Coast States of California, Oregon and Washington. Interstate 5, the principal transportation artery running north -south from Mexico to Canada, connects the City to the entire Pacific Coast marketplace. The City lies an equal distance (approximately 600 miles) between Los Angeles, California and Seattle, Washington. The City is also bisected by State Highway 299 and State Route 44, the key east -west transportation arteries in northern California. Interstate 5 also provides industrial and manufacturing firms in the County with freight -delivery schedules to the Midwest and the East Coast. The City is served by Amtrak for rail transportation and Greyhound for bus service. Eight truck terminals are located in the County and daily service is provided by six major carriers. The Redding Area Bus Authority ("RABA") is the City's multi -bus transportation system and offers 11 different fixed routes, two express routes, and a commuter service to provide transportation to the rural city of Burney. RABA also operates the Americans with Disability Act (ADA) Paratransit service providing service for individuals who, because of a disability, are not able to utilize the fixed route system. The service area of the RABA system covers well over 100 square miles. The Redding Regional Airport serves the regional area of Northern California, consisting of approximately 25,000 square miles covering eight counties. Commercial, freight and passenger services are provided by United Express/SkyWest Airlines, Alaska Airlines, Avelo Airlines, Federal Express, UPS and charter service providers. The Redding Municipal Airport features a 32,000 square foot terminal building to serve the traveling public that was expanded and remodeled in 2014. Utilities Electricity, solid waste collection and disposal, water, storm drainage, and wastewater services are provided by enterprise operations owned and operated by the City. Natural gas is provided by Pacific Gas and Electric Company (PG&E). Community Services The City is served by eight different school districts. The City has 39 elementary schools, 9 middle/junior high schools, 18 charter schools, one regional occupation program and 10 high schools. The City also has many private schools. There are several higher educational institutions in the immediate area offering bachelor and master's degrees: Chico State University Center for Regional and Continuing Education (located in downtown Redding), National University, Simpson University and Shasta Bible College & Graduate School. Shasta Community College, a two-year institution, offers day and evening courses to an enrollment of over 11,000 students annually. In addition, there are several vocational and technical schools in the area offering a range of programs in the area. The City's parks system includes 56 developed parks and facilities, encompassing over 597 developed acres. The park system includes nearly 180 acres of natural area parks, 38-plus miles of City - owned trails, and 1.6 special purpose facilities. The special purposes facilities include the Redding Civic Auditorium; the Redding Big League Dreams Sports Park; the California Soccer Park; the Redding Aquatics Center; the Senior Citizens Center; the Martin Luther King Jr. Community Center; the Benton Dog Park; and three boat ramp facilities accessing the Sacramento River. The City serves as the primary medical center for Northern California. The City's two general care hospitals serve approximately 332,000 people in Shasta, Tehama, Trinity, Siskiyou, and Lassen counties. B-8 4859-7019-0694v9/200986-0002 The two largest hospitals have a total of 493 beds and employ approximately 2,700 full-time staff employees. In addition, the City has several specialized health care facilities. IC • 4859-7019-0694v91200986-0002 BOOK -ENTRY ONLY SYSTEM General The Depository Trust Company ("DTC"), New York, New York will act as securities depository for the 2025A Bonds. The 2025A Bonds will be issued as fully -registered securities certificates registered in the name of Cede & Co. (DTC's partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully -registered 2025A Bond will be delivered for each maturity of the 2025A Bonds, in the aggregate principal amount of such maturity, and will be deposited with. DTC. DTC, the world's largest securities depository, is a limited -purpose trust company organized under the New York Banking Law, a "banking organization" within the meaning of the New York Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC's participants ("Direct Participants") deposit with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book -entry transfers and pledges between Direct Participants' accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly -owned subsidiary of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has a Standard & Poor's rating of AA+. The DTC Rules applicable to DTC's participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. The information on such website is not incorporated herein by reference. Purchases of the 2025A Bonds under the DTC book -entry system must be made by or through Direct Participants, which will receive a credit for the 2025A Bonds on DTC's records. The ownership interest of each actual purchaser of each 2025A Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the 2025A Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the 2025A Bonds, except in the event that use of the book -entry system for the 2025A Bonds is discontinued. To facilitate subsequent transfers, all 2025A Bonds deposited by Direct Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co, or such other name as may be requested by an authorized representatives of DTC. The deposit of 2025A Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the 2025A Bonds; DTC's records reflect only C-1 4859-7019-0694v9J200986-0002 the identity of the Direct Participants to whose accounts such 2025A Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of the 2025A Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the 2025A Bonds, such as redemptions, defaults and proposed amendments to the bond documents. For example, Beneficial Owners of 2025A Bonds may wish to ascertain that the nominee holding the 2025A Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the bond registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of a maturity of the 2025A Bonds within an issue are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed. Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to the 2025A Bonds unless authorized by a Direct Participant in accordance with DTC's MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Authority as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the 2025A Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal, premium, if any, and interest payments with respect to the 2025A Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct Participants' accounts upon DTC's receipt of funds and corresponding detail information from the Authority or the Trustee, on each payment date in accordance with their respective holdings shown on DTC's records. Payments by Participants to Beneficial Owner will be governed by standing instructions and customer practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such Participant and not of DTC, the Trustee, the Authority or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC, is the responsibility of the Authority, the City or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the 2025A Bonds at any time by giving reasonable notice to the Authority or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, 2025A Bonds are required to be printed and delivered. The Authority may decide to discontinue use of the system of book -entry transfers through DTC (or a successor securities depository). In that event, certificates will be printed and delivered. The foregoing description concerning DTC and DTC's book -entry system is based solely on information furnished by DTC. No representation is made herein by the Authority, the City or the Underwriter as to the accuracy or completeness of such information, and the Authority, the City and the Underwriter take no responsibility for the accuracy or completeness thereof. C-2 4859-7019-0694v9J200986-0002 Discontinuance of DTC Services In the event that (a) DTC determines not to continue to act as securities depository for the 2025A Bonds or (b) the Authority determines to remove DTC from its functions as a depository, DTC's role as securities depository for the 2025A Bonds and use of the book -entry system will be discontinued. If the Authority fails to select a qualified securities depository to replace DTC, the Authority will cause the Trustee to execute and deliver new 2025A Bonds in fully registered form in such denominations and numbered in the manner determined by the Trustee and registered in the names of such persons as are requested in a written request of the Authority. The Trustee shall not be required to deliver such new 2025A Bonds within a period of less than 60 days from the date of receipt of such written request of the Authority. Upon such registration, such persons in whose names the 2025A Bonds are registered will become the registered owners of the 2025A Bonds for all purposes. In the event that the book -entry system is discontinued, the following provisions would also apply: (a) any 2025A Bonds may, in accordance with their terms, be transferred on the books maintained by the Trustee under the Trust Agreement for such purpose by the person in whose name it is registered, in person or by the duly authorized attorney of such person, upon 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, and upon the surrender of such 2025A Bond for cancellation accompanied by a duly executed written instrument of transfer in a form approved by the Trustee; (b) 2025A Bonds may be exchanged at the principal corporate trust office of the Trustee for a like aggregate principal amount of 2025A Bonds of the same maturity of other authorized denominations, upon payment by the Owner requesting such exchange 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; (c) the Trustee shall not be required to register the transfer of or exchange any 2025A Bonds during the fifteen days preceding each interest payment date, or to register the transfer of or exchange any 2025A Bond which has been selected for redemption in whole or in part, from after the day of mailing of a notice of redemption of such 2025A Bond; (d) all interest payments on the 2025A Bonds will be made on the interest payment dates therefor as provided in the Trust Agreement to the person whose name appears on the registration books maintained by the Trustee as the Owner thereof at the close of business on the last day of the month immediately preceding an interest payment date (the "Record Date"), whether or not such day is a Business Day, such interest to be paid by check mailed by first-class mail to such registered Owner at the address as it appears in such registration books on the Record Date, except in the case of an Owner of at least $1,000,000 in aggregate principal amount of 2025A Bonds the Outstanding, payment shall be made at such Owner's option by wire transfer of immediately available funds to an account in a bank or trust company or savings bank that is a member of the Federal Reserve System and that is located in the United States of America according to written instructions given by such Owner to the Trustee by the applicable record date; and (e) all payments of principal of and premium, if any, on the 2025A Bonds will be payable in lawful money of the United States of America by check upon surrender of the 2025A Bonds at the principal corporate trust office of the Trustee at maturity or upon its prior redemption. C-3 4859-7019-0694v9J200986-0002 I:1»NO130:417 SUMMARY OF CERTAIN PROVISIONS OF THE PRINCIPAL LEGAL DOCUMENTS D-1 4859-7019-0694v91200986-0002 PROPOSED FORM OF CONTINUING DISCLOSURE AGREEMENT E-1 4859-7019-0694v9/200986-0002 PROPOSED FORM OF OPINION OF BOND COUNSEL [CLOSING DATE] Redding Joint Powers Financing Authority Redding, California Redding Joint Powers Financing Authority Electric System Revenue Bonds, 2025 Series A (Final Opinion) Ladies and Gentlemen: We have acted as bond counsel to the Redding Joint Powers Financing Authority (the "Authority") in connection with issuance of $ aggregate principal amount of Redding Joint Powers Financing Authority Electric System Revenue Bonds, 2025 Series A (the "Bonds"), issued pursuant to a trust agreement, dated as of April 1, 2025 (the "Trust Agreement"), between the Authority and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Trust Agreement. In such connection, we have reviewed the Trust Agreement, the 2025A Installment Sale Agreement, dated as of April 1, 2025 (the "Agreement"), between the City of Redding, as purchaser (the "City"), and the Authority, the Tax Certificate, dated the date hereof (the "Tax Certificate"), opinions of counsel to the Authority, the City and the Trustee, certificates of the Authority, the City, the Trustee and others, and such other documents, opinions and matters to the extent we deemed necessary to render the opinions set forth herein. The opinions expressed herein are based on an analysis of existing laws, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities. Such opinions may be affected by actions taken or omitted or events occurring after the original delivery of the Bonds on the date hereof. We have not undertaken to determine, or to inform any person, whether any such actions are taken or omitted or events do occur or any other matters come to our attention after the original delivery of the Bonds on the date hereof. Accordingly, this letter speaks only as of its date and is not intended to, and may not, be relied upon or otherwise used in connection with any such actions, events or matters. Our engagement with respect to the Bonds has concluded with their issuance, and we disclaim any obligation to update this letter. We have assumed the genuineness of all documents and signatures provided to us and the due and legal execution and delivery of each such document by each party thereto other than the Authority and the City and that each such document constitutes a valid and binding agreement of such party. We have assumed, without undertaking to verify, the accuracy of the factual matters represented, warranted or certified in the documents and of the legal conclusions contained in the opinions, referred to in the second paragraph hereof. Furthermore, we have assumed compliance with all covenants and agreements contained in the Trust Agreement, the Agreement and the Tax Certificate, including (without limitation) covenants and agreements compliance with which is necessary to assure that future actions, omissions or events will not cause interest on the Bonds to be included in gross income for federal income tax purposes. We call attention to the fact that the rights and obligations under the Bonds, the Trust Agreement, the Agreement and the Tax Certificate and their enforceability may be subject to bankruptcy, F-1 4859-7019-0694v9J200986-0002 insolvency, receivership, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors' rights, to the application of equitable principles, to the exercise of j udicial discretion in appropriate cases and to the limitations on legal remedies against governmental entities such as the Authority and the City in the State of California. We express no opinion with respect to any indemnification, contribution, liquidated damages, penalty (including any remedy deemed to constitute a penalty), right of set-off, arbitration, judicial reference, choice of law, choice of forum, choice of venue, non -exclusivity of remedies, waiver or severability provisions contained in the foregoing documents, nor do we express any opinion with respect to the state or quality of title to or interest in any of the real or personal property described in or as subject to the lien of the Trust Agreement or the Agreement or the accuracy or sufficiency of the description contained therein of, or the remedies available to enforce liens on, any such property. Our services did not include financial or other non -legal advice. Finally, we undertake no responsibility for the accuracy, completeness or fairness of the Official Statement or other offering material relating to the Bonds and express no view with respect thereto. Based on and subject to the foregoing, and in reliance thereon, as of the date hereof, we are of the following opinions: The Bonds constitute the valid and binding limited obligations of the Authority. 2. The Trust Agreement has been duly executed and delivered by, and constitutes the valid and binding agreement of, the Authority. The Trust Agreement creates a valid pledge, to secure the payment of the principal of and interest on the Bonds, of the Revenues and any other amounts held by the Trustee in any fund or account established pursuant to the Trust Agreement, subject to the provisions of the Trust Agreement permitting the application thereof for the purposes and on the terms and conditions set forth in the Trust Agreement. 3. The Agreement has been duly executed and delivered by, and constitutes a valid and binding agreement of, the Authority and the City. 4. The Bonds are limited obligations of the Authority payable solely from Revenues and the other assets pledged therefor under the Trust Agreement. The obligation of the City to make payments pursuant to the Agreement is limited to the Net Revenues of the Electric System. Neither the faith and credit nor the taxing power of the City, the State of California or of any political subdivision thereof is pledged to the payment of the principal of or interest on the Bonds or the City's payments under the Agreement. 5. Interest on the Bonds is excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 and is exempt from State of California personal income taxes. Interest on the Bonds is not a specific preference item for purposes of the federal individual alternative minimum tax. We observe that interest on the Bonds included in adjusted financial statement income of certain corporations is not excluded from the federal corporate alternative minimum tax. We express no opinion regarding other tax consequences related to the ownership or disposition of, or the amount, accrual or receipt of interest on, the Bonds. Faithfully yours, ORRICK, HERRINGTON & SUTCLIFFE LLP per F-2 4859-7019-0694v9J200986-0002 APPENDIX G DEBT SERVICE SCHEDULE Fiscal Year Outstanding Parity Obligations(') 2025A Installment Sale Payments Ending June 30 Principal 2025 $10,270,000.00 2026 10,785,000.00 2027 11,325,000.00 2028 11,885,000.00 2029 12,490,000.00 2030 13,110,000.00 2031 2,345,000.00 2032 2,465,000.00 2033 2,590,000.00 2034 2,680,000.00 2035 2,775,000.00 2036 -- 2037 -- 2038 -- 2039 -- 2040 -- 2041 -- 2042 Interest $4,029,520.00 3,516,020.00 2,976,770.00 2,410,520.00 1,816,270.00 1,191,770.00 536,270.00 419,020.00 295,770.00 201,882.50 104,062.50 Total(2) $14,299,520.00 14,301,020.00 14,301,770.00 14,295,520.00 14,306,270.00 14,301,770.00 2,881,270.00 2,884,020.00 2,885,770.00 2,881,882.50 2,879,062.50 2043 - -- -- 2044 -- -- -- 2045 -- -- -- 2046 -- -- -- 2047 -- -- -- 2048 -- -- -- 2049 -- -- -- 2050 -- -- -- 2051 -- -- -- 2052 -- -- -- 2053 -- -- -- 2054 -- -- -- 2055 -- -- -- Total(2) $87,720,000.00 $17,497,875.00 $100,217,875.00 Principal Interest Total Total Debt Service(2) Include the installment sale payments relating to outstanding 2015 RJPFA Electric System Bonds, the 2017 City Electric System Refunding Bonds and the 2018 City Electric System Refunding Bonds. Excludes obligations payable with respect to joint powers agency obligations described under "SECURITY AND SOURCES OF PAYMENT FOR THE 2025A BONDS — Outstanding Electric System Revenue Obligations — Take -or -pay; Joint Powers Agency Obligations," which constitute Maintenance and Operation Costs. (2) Totals may not add due to rounding. 4859-7019-0694v9J200986-0002 G-1 m WE m x. � �,f � ° ° ° �:� � �{�� 4d� 2\�` \.t{°��� )\� > w<d�\ƒe\� \� � \ /,\ « % � \ \ � } \ \m \ ` \� \ \ « \` « \� \ ± \ \ y. � it f � ti 34 jtfT i��� '1� �lii�r 1 z,,t ,z � ti�'r��< �� r , ,� �£ r to 1 � ��£ i £� 1£� f � {{ � ,� s s�; £� � £ u ti} , P ��� t ��r . ���L ��� r � ht z�;, tiffs£ i � � £ 3 r��s s� ��x �,.�i,`, si �� £.rirsr �, ��,,: l �zt s�) �'tt .r� 4{h �I� �+��,tr�f ��>sz��� E�i��,�a �� ��f „ i` UtilityThe City of Redding's Electric delivering reliable, affordabler system,However, like any weR-established it faces challenges due to aginginfrastructure capitaland growing demands. Annual outlay has nearly tripled projectsTo help support our ongoing reliability million necessary to fund the following improvements: Substantial upgrades to undergroundr r r t rsystems Distributionr Buildingr Power Plants (Whiskeytown and Reddingr Reimbursement40 On August 15, 2023, The City of Redding adopted Allows r capital expenditures while preparingfinancing The City Council's formal declaration permitsreimburse t if for specific costs incurred r to securingtong-term Approximately $20 million i Capital IPla4 Capital requirements for e[ectric system improvements are expected to average -$8.7 million per year for the next five fiscal years. 0 Planned improvements consist of ongoing routine capital projects for the electric system. Transmission and distribution system improvements: construction of distribution lines, property acquisition, transformers, poles, conductors, and metering equipment. 0 Capital plan includes spending -$7.0 - ®0 million per year on special projects® Financed primarily from the 2025A Bonds, other than amounts financed from electric system revenues® * General System Improvements Overhead/Underground infrastructure * Power Plant Unit Systems Upgrades * Power Plant Whiskeytown Relicensing Substation Security Improvements Power Plant Building & Renovation I r(t SJ 2sjjz 3sS % 3,-T# {{r't i�{tt7r k tfs �t�t 4r�ryt ;£ S t s a 1 {e>f` �f ` � �� {}� J � t t � �r This approach takes t status, allowing for low-costborrowing financeti l infrastructure pr ts, all while preservingfinancial stability i ii the impact on customers. Avoidr large rate increases. Affordabillilty:plansinvest substantiallyi s r the next fiveyears. By securing i l interest r, REU can lower capital costs and limit impact on customer rates. Rate Impact Compariison. Borrowing: single rate increase ill cover debt service over the life s (already included in the five-year financiat l Payings- l rate increase r the durationcapital plan. Beneficilary Pays Phillosophy: The individuals or entities who directlyi tom a seryice, rinfrastructure improvement r the associated. In li i, this philosophycustomers r benefit fromutility for its share r i, maintenance, and expansion. City of Redd Electric Department • INCLUDES RATE INCREASE REQUIRED TO FUND DEBT SERVICE. • 2025 CASH INCLUDES REIMBURSEMENT OF PREVIOUS CAPITAL OUTLAY. a governmentsMunicipal bonds are debt instruments issued by local projects, r General rl t f (GO) Bonds - Back bh issuer's credit s 3{ and taxing power, they are used for public projects without revenue generation (e.g., schools, parks) Revenue Bonds - Repaid from specific project revenues (e.g., toU roads, utilities) rather than taxes 11 ,1 IF 4 t rE. t ys Tax gifederal, GenerallyStabie Investment-, low -risk Regutar Income: Provide r PublicSupport r infrastructure CREDIT RATINGS • Fitch Ratings has assigned a 'AA-' rating to the upcoming debt issuance by the Redding Joint Powers Financing Authority. * The Rating Outtook is Stable. e Peer Utility Ratings-, Electric: Irrigation i i t i i r AA- -Turlock Irrigation i ri AA- -Sacramento MunicipalUtility is ri a Bond Issuance Participants The Redding Joint Powers Financing Authority (RJPFA) is a partnership between the City of Redding and the Redding Housing Authority, estab[ished under California law. staff providing support. 10 D � a Financial Advisor UnderwriterTrustee PF i Financial Advisors J.P. Morgan Orrick Herrington and Sutcliffe LLP U.S. Sank Stradling Yocca Carlson & Raut a Where will funds come from.) Issuance of Electric System Revenue 2025 Series A (Instaltment Sate) Bonds, authority,Installment Sate Bonds are a financing mechanismin which a government entity, like a city or financing receives upfront funding from investors who purchase the bonds. o The borrower then repays the investors overtime, ifrom the financed project. c This structurer seful life of the assets, similar to a mortgage. a '117 All l IIt4 1 t £fit it _ t, you t R e _, } { e{ tt }t s 5 Powers = r �`�, r k€ � S '3 f 3.� ��n # "} , f S\ r i=' tq r t �; t Series A Bonds Sources2025 All -in TIC 4026°l0 SeriesThe 2025 I million ParAmount 59,520,000 Premium 5,924,464 Average Life 19.21 yrs capital projects. 65,444,464 Uses Total Debt Service 116,689,03 A 30-year level debt structure leverages Project Fund 65,000,000 Maximum Annual strong demand for long-term bonds, Cost of Issuance 295,664 Debt Service 3,$74,250 I I Underwriter's miscount 148,800 65,444,464 Average Annual Debt Service 3,566,366 rates. maintenance,Key proJects include. - building r I , and major upgrades to Units. * Transmission and distribution I en ha ncements/u pgrades. Debt service obligations incorporated into the five-year financial 20 0 18 16 14 1.2 10 8 6 4 2 0 2015 Revenue Bonds N 2017 Revenue Bonds m, 2018 Revenue Bonds Proposed 2025 Financing ElectricSystem Revenue Bonds California0 We Have Company, * Southern | , $562.855M, (SMUD): $250M, { $507.305M(combined' 7 June 2024 Power:* Pasadena Water & $98.23M(combined New Money & Refunding), Power: July 2024 * Giendate Water and $166.685M, * County of Sonoma - Energy Resitlence Projects. $26.815M, $270.45M, { $112.175M, 19 } $507.905M(combined` ! November 2024 Rating Meeting February 26th 9 Marchl { Receive Rating March { 'ty ' t Approval Marchl9thI * Post Preliminary Official Statement 1"I IX W^�� A p { I * Bond Closing 2025A Electric System Project "w$65 million M 1. RJPFA issues $65 Million in Electric System Revenue Bonds - 2025 Series A. Bonds are obligations of RJPFA 9 2. RJPFA uses bond proceeds for Electric System upgrades, expansions, and improvements 3. The City pays RJPFA installment payments (bond interest and principal) from REU net revenues and utility fund reserves M 4. RJ PFA uses the City's installment payments (Revenues) to pay bondholders 5. RJPFA transfers rights, titles, and interest in the 2025A Electric System Project to the City 0 Importance of Infrastructure Investment A reliable, resilient Id ensures stable power, drives economic activity, and protects public ® It minimizes downtime and supports vital infrastructure like hospitals, water systems, and communications. Reliability ensures continuous electricity deliverywithout frequent outages. Resiliency the gridto withstandrecover from isr t s like extreme weather, cyberattacks, or equipment failures. OlderChallenges of Aging Infrastructure: Increased Falitures & Outages,: systems are proneto breakdowns, leading to reliability issues. Aginginfrastructure requires frequent repairs, raising r i l expenses. Lilmilted Older gridscan't keep up withrising demand or integrate with renewable resources. Worn-outSafety Rilsks: i t increases the risk hazards like electrical fires and blackouts. AgingVulnerabillilty to Extreme Events: systems are tess resilient to severe threats, and natural 0