Attachment 6 — Burbank City Council, January 24, 2023

Jones Hall draft 12-19-22

PRELIMINARY OFFICIAL STATEMENT
NEW ISSUE - FULL BOOK-ENTRY RATINGS: S&P: “____”
Moo
dy’s: “____”
See “Ratings”.

In the opinion of Bond Counsel, under existing law, interest on the 2023 Bonds is exempt from personal income taxes of the State of California and, assuming compliance with the tax covenants described herein, interest on the 2023 Bonds will be excludable from the gross income of the owners thereof for federal income tax purposes and will not be treated as an item of tax preference for purposes of the federal alternative minimum tax on individuals. See “TAX MATTERS” herein. $_____________*

CITY OF BURBANK, CALIFORNIA
Burbank Water and Power
Electric Revenue Bonds, Series of 2023
Dat
ed: Date of Delivery Due: June 1, as shown on inside cover The Burbank Water and Power Electric Revenue Bonds, Series of 2023 (the “2023 Bonds”) are being issued by the City of Burbank (the “City”) pursuant to a resolution adopted by the City Council of the City on [December 13], 2022, and under the Electric Revenue Bond Indenture, dated as of October 1, 1998, as supplemented, including by a Seventh Supplemental Burbank Water and Power Electric Revenue Bond Indenture dated as of February 1, 2023, (together, the “Indenture”) by and between the City and U.S.

Bank Trust Company, National Association, as successor trustee (the “Trustee”). See “INTRODUCTION – General.” The proceeds of the 2023 Bonds will be used to (i) finance the cost of the 2023 Electric Project (as defined herein), (ii) pay the costs of issuing the 2023 Bonds [and (iii) fund a deposit to the Parity Reserve Fund]. See “THE FINANCING PLAN.” Under the Indenture, the 2023 Bonds will be payable from and secured by Electric Net Revenues of the City’s Electric System (as those terms are defined herein) and by certain other funds pledged therefor under the Indenture. The general fund and the revenues of the water enterprise of the City are not liable for, and neither the faith and credit nor the taxing power of the City is pledged to, the payment of the 2023 Bonds.

The 2023 Bonds are secured by a pledge of Electric Net Revenues on parity with the City of Burbank, California Burbank Water and Power Electric Revenue Bonds, Series of 2010B (Taxable Build America Bonds) (the “2010B Bonds”), which are outstanding in the aggregate principal amount of $52,665,000. The City is authorized under the Indenture to incur additional obligations payable from and secured by the Electric Net Revenues on parity with the 2010B Bonds and the 2023 Bonds. See “SECURITY AND SOURCES OF PAYMENT FOR THE 2023 BONDS” and “THE ELECTRIC SYSTEM.” The 2023 Bonds will bear interest at the rates shown on the inside cover page, payable semiannually on June 1 and December 1 of each year, commencing on June 1, 2023, and will be issued in fully-registered form without coupons in integral multiples of $5,000.

The 2023 Bonds will be issued in book-entry only form, initially registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). Purchasers of the 2023 Bonds will not receive certificates representing their interests in the 2023 Bonds . Payments of the principal of, premium, if any, and interest on the 2023 Bonds will be made to DTC, which is obligated in turn to remit such principal, premium, if any, and interest to its DTC Participants for subsequent disbursement to the beneficial owners of the 2023 Bonds. See “THE 2023 BONDS – Book-Entry Only System.” The 2023 Bonds are subject to redemption prior to maturity. See “THE 2023 BONDS – Redemption.” THE 2023 BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF THE CITY PAYABLE FROM ELECTRIC NET REVENUES .

THE 2023 BONDS SHALL NOT BE DEEMED TO CONSTITUTE A DEBT OR LIABILITY OF THE CITY, THE STATE OF CALIFORNIA (THE “STATE”) OR OF ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR

STATUTORY LIMITATION, OR A PLEDGE OF THE FAITH AND CREDIT OF THE CITY, THE STATE OR OF ANY POLITICAL

SUBDIVISION THEREOF, BUT SHALL BE PAYABLE, EXCEPT TO THE EXTENT OF CERTAIN AVAILABLE MONEYS PLEDGED THEREFOR, SOLELY FROM ELECTRIC NET REVENUES. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF

THE CITY, THE STATE OR OF ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR THE INTEREST ON THE 2023 BONDS. THE ISSUANCE OF THE 2023 BONDS SHALL NOT DIRECTLY

OR INDIRECTLY OR CONTING ENTLY OBLIGATE THE CITY, THE STATE, OR ANY POLITICAL SUBDIVISION THEREOF TO

LEVY OR TO PLEDGE ANY FORM OF TAXATION WHATSOEVER THEREFOR OR TO MAKE ANY APPROPRIATION FOR THEIR PAYMENT.

THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR GENERAL REFERENCE ONLY. IT IS NOT A SUMMARY OF THIS ISSUE OF 2023 BONDS. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO MAKING AN INFORMED INVESTMENT DECISION WITH RESPECT TO THE PURCHASE OF THE 2023 BONDS.

The 2023 Bonds are offered when, as and if issued and received by the Underwriter and subject to the approval as to their legality by Norton Rose Fulbright US LLP, Los Angeles, California, Bond Counsel. Certain legal matters will be passed upon for the City by the City Attorney and Jones Hall, A Professional Law Corporation, San Francisco, California, Disclosure Counsel to the City, and for the Underwriter by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California. It is anticipated that the 2023 Bonds will be delivered in book-entry form through the facilities of DTC on or about [February 8], 2023.

The date o
f this Official Statement is: _______, 2023.
* Preliminary; subject to change.

This Preliminary Official Statement and the information contained herein are subject to completion or amendment. These securities may not be sold, nor may offers to buy them be accepted, prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

ATTACHMENT 6
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$_________*

CITY OF BURBANK, CALIFORNIA
Burbank Water and Power
Electric Revenue Bonds, Series of 2023

MATURITY SCHEDULE
(Base CUSIP†: 12082T)
Maturity Date
(June 1)
Principal
Amount
Interest
Rate

Yield Price CUSIP†
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043

$_____ ______% Term Bond due June 1, 20___, Yield: ___%, Price: ____, CUSIP†: _____

$_____ ______% Term Bond due June 1, 20____, Yield: ____%, Price: ____, CUSIP †: ____

* Preliminary; subject to change.

C: Priced to par call date of June 1, 20__.
† CUSIP® is a registered trademark of the American Bankers Association. CUSIP Global Services (CGS) is managed on behalf of the American Bankers Association by FactSet Research Systems Inc. Copyright (c) 2023 CUSIP Global Services. All rights reserved. CUSIP® data herein is provided by CUSIP Global Services. This data is not intended to create a database and does not serve in any way as a substitute for the CGS database. CUSIP® numbers are provided for convenience of reference only. None of the City, the Underwriter or their agents or counsel take any responsibility for the accuracy of such numbers.

ATTACHMENT 6
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CITY OF BURBANK

CITY COUNCIL
Jess Talamantes, Mayor/Councilmember
Konstantine Anthony, Vice Mayor /Councilmember
Bob Frutos, Councilmember
Nick Schultz, Councilmember
Sharon Springer, Councilmember

BURBANK WATER AND POWER OFFICIALS
Dawn Roth Lindell, General Manager
Mandip Samra, Assistant General Manager/Power Supply
Riad Sleiman, Assistant General Manager/Electric Services Stela Kalomian, Acting Chief Financial Officer

_______________________________________

BOND COUNSEL
Norton Rose Fulbright US LLP
Los Angeles, California

DISCLOSURE COUNSEL

Jones Hall, A Professional Law Corporation
San Francisco, California

MUNICIPAL ADVISOR
PFM Financial Advisors LLC
Los Angeles, California

TRUSTEE
U.S. Bank Trust Company, National Association
Los Angeles, California

ATTACHMENT 6
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GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT

No Offering May Be Made Except by this Official Statement . No dealer, broker, salesperson or other person has been authorized to give any information or to make any representations with respect to the 2023 Bonds other than as contained in this Official Statement, and if given or made, such other information or representation must not be relied upon as having been authorized.

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

Effective Date. This Official Statement speaks only as of its date, and the information and expressions of opinion contained in this Official Statement are subject to change without notice. Neither the delivery of this Official Statement nor any sale of the 2023 Bonds will, under any circumstances, create any implication that there has been no change in the affairs of the City or any other parties described in this Official Statement.

Use of this Official Statement. This Official Statement is delivered in connection with the sale of the 2023 Bonds referred to in this Official Statement and may not be reproduced or used, in whole or in part, for any other purpose. This Official Statement is not a contract with the purchasers of the 2023 Bonds.

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

The Underwriter has provided the following sentence for inclusion in this Official Statement: The Underwriter has reviewed the information in this Official Statement pursuant to its responsibilities to investors under the federal securities laws, but the Underwriter does not guarantee the accuracy or completeness of such information.

Document References and Summaries. All references to and summaries of the Indenture or other documents contained in this Official Statement are subject to the provisions of those documents and do not purport to be complete statements of those documents.

Bonds are Exempt from Securities Laws Registration. The issuance and sale of the 2023 Bonds have not been registered under the Securities Act of 1933, as amended (the “ Securities Act ”) in reliance upon exemptions for the issuance and sale of municipal securities provided under Section 3(a)(2) of the Securities Act.

Stabilization of Prices. In connection with this offering, the Underwriter may overallot or effect transactions which stabilize or maintain the market price of the 2023 Bonds at a level above that which might otherwise prevail in the open market. Such stabilizing, if commenced, may be discontinued at any time. The Underwriter may offer and sell the 2023 Bonds to certain dealers and others at prices lower than the public offering prices set forth on the inside cover page hereof and said public offering prices may be changed from time to time by the Underwriter.

Estimates and Projections. Certain statements included or incorporated by reference in this Official Statement constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act. Such statements are generally identifiable by the terminology used such as “ plan,” “expect,” “estimate,” “budget” or other similar words.

THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH

FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND

OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS

DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD -LOOKING STATEMENTS. THE CITY

DOES NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THOSE FORWAR D-LOOKING

STATEMENTS IF OR WHEN THEIR EXPECTATIONS, OR EVENTS, CONDITIONS OR CIRCUMSTANCES ON WHICH SUCH STATEMENTS ARE BASED OCCUR.

Website. The City maintains website s and certain social media accounts; however, the information presented on the website and such social media accounts is not a part of this Official Statement and should not be relied upon in making an investment decision with respect to the 2023 Bonds.

ATTACHMENT 6
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TABLE OF CONTENTS
Page
INTRODUCTION ................................................ 1 General ........ ................................................. 1 The City, BWP and the Electric System ........ 2
Security and Sources of Payment for the
2023 Bonds ........................................... 2 Outstanding Bonds and Parity Debt;
Additional Bonds and Parity Debt ......... 3
Parity Reserve Fund ..................................... 3 Joint Powers Agency Contracts .................... 3
Rate Covenant .............................................. 4 Continuing Disclosure ................................... 4 Other Matters ................................................ 5 THE FINANCING PLAN ..................................... 6 The 2023 Electric Project .............................. 6 Estimated Sources and Uses of Funds ......... 6
Debt Service Schedule .................................. 7 THE 2023 Bonds ................................................ 8 General ........ ................................................. 8 Transfer, Registration and Exchange ........... 8
Redemption ................................................. 9 Book-Entry Only System ............................. 10

SECURITY AND SOURCES OF PAYMENT
FOR THE 2023 Bonds ..................................... 11 Pledge of Electric Net Revenues ................ 11
Limited Obligations ...................................... 12 Joint Powers Agency Contracts .................. 12
Rate Covenant ............................................ 12 Parity Reserve Fund ................................... 14 Allocation of Electric Net Revenues Under
the Indenture ....................................... 15 Additional Bonds and Parity Debt ............... 16
BURBANK WATER AND POWER .................. 17
General ........ ............................................... 17 S
enior Management of Burbank Water and
Power ............................................... 17 Burbank Water and Power Board ............... 18
Employee Relations .................................... 19 Pension Plan and Other Post-Employment
Employee Benefits for Employees of the
Electric System ................................... 19
Insurance ..... ............................................... 22 THE ELECTRIC SYSTEM ............................... 22
Overall Description of the Electric System
............ ............................................... 22 Power Supply .............................................. 23 On-Site Resources ...................................... 24 Non-Burbank Owned Resources ................ 25
Renewable Energy Resources .................... 28
Fuel Supply ............................................... 30 Transmission Resources ............................. 31 Customers and Energy Sales ..................... 33
Major Customers ......................................... 34 T
ransfers to Burbank’s General Fund ......... 35
Historical Net Revenues and Statement of
Net Position of the Electric System .... 37
Capital Improvements ................................. 41 Indebtedness; Joint Powers Agency
Obligations .......................................... 42 Electric System Initiatives ........................... 43 Environmental Regulation ........................... 45

FACTORS AFFECTING THE ELECTRIC

SYSTEM AND THE ELECTRIC UTILITY
INDUSTRY ....................................................... 46 California Climate Change Policy
Developments ..................................... 46
Environmental Regulation and Permitting
Factors ............................................... 50 RISK FACTORS .............................................. 55 Revenues of the Electric System; Rate
Covenant Not a Guarantee ................. 55
Demand and Usage .................................... 55 Electric System Expenses .......................... 55
Statutory and Regulatory Impact ................ 55
Litigation ...... ............................................... 56 C
OVID-19 Pandemic .................................. 56
Earthquake, Flood, Wildfire or Other Natural
Disasters ............................................. 57 Drought Conditions ..................................... 58 Potential Impact of Climate Change ........... 59
Cybersecurity .............................................. 59 Limited Obligations ..................................... 59 Additional Bonds or Parity Debt .................. 60
Effect of Bankruptcy .................................... 60 Loss of Tax Exemption ............................... 60 Secondary Market ....................................... 60 Constitutional Limitations on Government
Spending .......................................................... 61 Articles XIIIC and XIIID of the California
Constitution ......................................... 61 Proposition 26 ............................................. 61 Future Initiatives .......................................... 62 TAX MATTERS ................................................ 62 LITIGATION ..................................................... 64 APPROVAL OF LEGALITY ............................. 65
FINANCIAL STATEMENTS ............................. 65
RATINGS ......................................................... 65 CONTINUING DISCLOSURE .......................... 65
MUNICIPAL ADVISOR .................................... 66 UNDERWRITING ............................................. 66 CERTAIN RELATIONSHIPS ........................... 67
EXECUTION AND DELIVERY ........................ 68

ATTACHMENT 6
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APPENDIX A – GENERAL INFORMATION ABOUT THE CITY OF BURBANK AND LOS ANGELES COUNTY .....................................................................................................A-1 APPENDIX B – AUDITED FINANCIAL STATEMENTS OF THE CITY OF BURBANK WATER

AND ELECTRIC UTILITY ENTERPRISE FUNDS FOR THE FISCAL YEAR ENDED JUNE 30, 2022 ................................................................................................B-1 APPENDIX C – SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE .................................. C-1 APPENDIX D – FORM OF OPINION OF BOND COUNSEL .................................................................. D-1 APPENDIX E – FORM OF CONTINUING DISCLOSURE AGREEMENT ...............................................E-1 APPENDIX F – DTC AND THE BOOK-ENTRY ONLY SYSTEM ............................................................. F-1

ATTACHMENT 6
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1 OFFICIAL STATEMENT

$____________*

CITY OF BURBANK, CALIFORNIA
Burbank Water and Power
Electric Revenue Bonds, Series of 2023

INTRODUCTION

This introduction is not a summary of this Official Statement. It is only a brief description of and guide to, and is qualified by, more complete and detailed information contained in the entire Official Statement, including the cover page and appendices, and the documents summarized or described in this Official Statement. A full review should be made of the entire Official Statement.

The offering to potential investors is made only by means of the entire Official Statement.

Capitalized terms used but not defined in this Official Statement have the meanings set forth in the Indenture (as defined below). See “APPENDIX C – Summary of Certain Provisions of the Indenture.”

General

The City of Burbank (the “City”) is issuing its City of Burbank, California Burbank Water and Power Electric Revenue Bonds, Series of 2023 (the “2023 Bonds”) pursuant to Article 12 of Chapter 4 of Title 2 (formerly Article 12 of Chapter 14) of the Burbank Municipal Code, as amended, and a resolution adopted by the City Council of the City (the “City Council ”) on [January 10], 2023 (the “City Resolution”).

The 2023 Bonds are also issued pursuant to the Burbank Water and Power Electric Revenue Bond Indenture, dated as of October 1, 1998 (the “Original Indenture ”), as supplemented and amended, including as supplemented and amended by a Seventh Supplemental Burbank Water and Power Electric Revenue Bond Indenture, dated as of February 1, 2023 (the “Seventh Supplemental Indenture”), by and between the City and U.S. Bank Trust Company, National Association, as successor trustee (the “Trustee”). The Original Indenture, as previously amended and supplemented, and as amended and supplemented by the Seventh Supplemental Indenture, is referred to herein as the “Indenture.”

The 2023 Bonds will be issued in fully registered form, registered in the name of The Depository Trust Company, New York, New York ( “DTC”), or its nominee, which will act as securities depository for the 2023 Bonds. Purchasers of the 2023 Bonds will not receive certificates representing the 2023 Bonds that are purchased. See “THE 2023 Bonds – Book- Entry Only System” and “APPENDIX F – DTC AND THE BOOK-ENTRY ONLY SYSTEM.”

The 2023 Bonds are being issued to (i ) fund the cost of the 2023 Electric Project (as defined below), (ii) fund a contribution to the Parity Reserve Fund (as defined below) and (iii) pay the costs of issuing the 2023 Bonds. See “THE FINANCING PLAN.”

*Preliminary; subject to change.

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2 The City, BWP and the Electric System
The City is located in the greater metropolitan Los Angeles area approximately 12 miles northeast of the Los Angeles Civic Center complex. The City encompasses 17.1 square miles .

See “APPENDIX A – GENERAL INFORMATION ABOUT THE CITY OF BURBANK AND LOS ANGELES COUNTY.” The City was incorporated as a general law city in 1911 and adopted its City Charter in 1927 (as amended, the “City Charter”). The City’s population as of January 1, 2022 was approximately 105,451. The City provides its residents with electric, water, and sewer services and operates its own police and fire departments.

The City owns and operates the electric system, which is an integrated electric system consisting of generation, transmission and distribution facilities (the “Electric System ”). The Electric System provides service to all electric consumers within the City and is managed by Burbank Water and Power ( “BWP”), a department of the City. See “ BURBANK WATER AND POWER” and “THE ELECTRIC SYSTEM.”

The City’s electric requirements are provided by a variety of sources. For the fiscal year ended June 30, 2022, the average number of customers of the Electric System was approximately 53,252 and the total megawatt hours (“MWhs”) of energy sold to customers throughout the City was approximately 979,000 MWhs. See “THE ELECTRIC SYSTEM – Power Supply.”

Security and Sources of Payment for the 2023 Bonds

The 2023 Bonds are payable from and secured by a pledge of Electric Net Revenues (as defined herein) and by certain other funds pledged therefor under the Indenture. See “SECURITY AND SOURCES OF PAYMENT FOR THE 2023 BONDS.”

The 2023 Bonds are secured by a pledge of Electric Net Revenues on parity with the outstanding 2010B Bonds (as defined below) . Additionally, under the Indenture, the City may issue additional obligations on a parity with the 2023 Bonds. S ee “– Outstanding Bonds and Parity Debt; Additional Bonds and Parity Debt” below.

THE 2023 BONDS ARE SPECIAL, LIMITED OBLIGATIONS OF THE CITY PAYABLE FROM ELECTRIC NET REVENUES. THE 2023 BOND S SHALL NOT BE DEEMED TO

CONSTITUTE A DEBT OR LIABILITY OF THE CITY, THE STATE OF CALIFORNIA (THE “STATE”) OR OF ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY

CONSTITUTIONAL OR STATUTORY LIMITATION, OR A PLEDGE OF THE FAITH AND

CREDIT OF THE CITY, THE STATE OR OF ANY POLITICAL SUBDIVISION THEREOF, BUT

SHALL BE PAYABLE, EXCEPT TO THE EXTENT OF CERTAIN AVAILABLE MONEYS PLEDGED THEREFOR, SOLELY FROM ELECTRIC NET REVENUES. NEITHER THE FAITH

AND CREDIT NOR THE TAXING POWER OF THE CITY, THE STATE OR OF ANY POLITICAL

SUBDIVISION THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, IF ANY, OR THE INTEREST ON THE 2023 BONDS. THE ISSUANCE OF THE 2023

BONDS SHALL NOT DIRECTLY OR INDIRECTLY OR CONTINGENTLY OBLIGATE THE

CITY, THE STATE, OR ANY POLITICAL SUBDIVISION THEREOF TO LEVY OR TO PLEDGE

ANY FORM OF TAXATION WHATSOEVER THEREFOR OR TO MAKE ANY APPROPRIATION FOR THEIR PAYMENT.

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3 Outstanding Bonds and Parity Debt; Additional Bonds and Parity Debt

The City previously issued the City of Burbank, California Burbank Water and Power Electric Revenue Bonds, Series of 2010B (Taxable Build America Bonds) (the “2010B Bonds”), which are currently outstanding in the aggregate principal amount of $ 52,665,000. The 2010B Bonds were issued primarily to finance the costs of certain improvements to the Electric System.

The 2010B Bonds are payable from and secured by the Electric Net Revenues on parity with the 2023 Bonds.

The City may incur additional obligations payable from and secured by the Electric Net Revenues on parity with the 2023 Bonds and 2010B Bonds subject to the terms and conditions set forth in the Indenture. See “SECURITY AND SOURCES OF PAYMENT FOR THE 2023 BONDS – Additional Bonds and Parity Debt”.

The Series 2010B Bonds and the 2023 Bonds, together with all additional electric revenue bonds hereafter issued under the Indenture on a parity with the 2010B Bonds and the 2023 Bonds, are collectively referred to herein as the “Bonds.”

Parity Reserve Fund

The 2023 Bonds will be secured by amounts on deposit in the Parity Reserve Fund established under the Indenture and held by the Trustee. Pursuant to the Indenture, the 2010B Bonds are also secured by the Parity Reserve Fund.

All future series of bonds other than bonds authorized by a Supplemental Indenture that provides that such bonds are not “ Participating Bonds” will be secured by the Parity Reserve Fund. The 2010B Bonds and the 2023 Bonds are Participating Bonds.

The “Reserve Fund Requirement ” in the Indenture is, as of any date of calculation, (i) with respect to the Parity Reserve Fund, an amount equal to one -half of the greatest amount of principal and interest becoming due and payable on all Outstanding Participating Bonds in the then current or any future fiscal year, net of any expected Federal Subsidy (as hereinafter defined), and (ii) with respect to any Series Reserve Fund for a Series of Future Bonds that do not constitute Participating Bonds, the reserve fund requirement (which reserve fund requirement may be zero ($0)), specified for such Series of Future Bonds in a Supplemental Indenture setting forth the terms of such Future Bonds, all as computed and determined by the City and specified in writing to the Trustee.

Amounts on deposit in the Parity Reserve Fund will be applied to the payment of principal of and interest on Participating Bonds in the event of a deficiency in the Debt Service Fund for such payment. See “SECURITY AND SOURCES OF PAYMENT FOR THE 2023 BOND S – Reserve Fund ” and “APPENDIX C – SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE – Parity Reserve Fund and Series Reserve Funds.” Joint Powers Agency Contracts
In addition to its own generation facilities, the City has entered into a number of power purchase contracts and transmission service contracts with two joint powers agencies. The City’s obligations to make payments with respect to certain of these contracts are unconditional “ take- or-pay” obligations, obligating the City to make such payments as Electric Operating Expenses ATTACHMENT 6
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4 (as defined below) of the Electric System whether or not the related projects are operating or operable, or the output thereof is suspended, interfered with, reduced, curtailed or terminated in whole or in part.

In addition, certain of the contracts contain “step up” provisions obligating the City to pay a share of the obligations of a defaulting participant.

Because such obligations are payable as Electric Operating Expenses, the obligations are payable prior to any of the payments required to be made on the Bonds and any Parity Debt of the Electric System. See “THE ELECTRIC SYSTEM – Non-Burbank Owned Resources.” Rate Covenant

(1) The interest on, and principal and Redemption Price of, the outstanding Bonds and any Parity Debt of the Electric System as the same shall become due and payable;

(2) All payments required for compliance with the Indenture, including payments required to be made into any bond reserve fund for the Bonds; and

(3) All payments required to meet any other obligations of the City which are charges, liens, encumbrances upon or payable from the Electric Net Revenues;

and the charges shall be fixed so that in each fiscal year (i) the Electric Net Revenues shall be at least equal to 1.00 times the amount required to pay the items specified in clauses (1), (2) and (3) above, and (ii) the Adjusted Electric Net Revenues shall be at least equal to 1.20 times the amount of Annual Debt Service for such fiscal year.

Moneys on deposit in any unrestricted funds are not pledged for the benefit of the owners of the Bonds during such fiscal year. See “SECURITY AND SOURCES OF PAYMENT FOR THE 2023 BONDS – Rate Covenant” (which section includes definitions of certain other terms used in this subsection).

Electric rates are established by the City Council and are not subject to regulation by the California Public Utilities Commission (the “CPUC”) or any other state agency. See “SECURITY FOR THE 2023 BONDS – Rate Covenant.”

Continuing Disclosure

In connection with the issuance of the 2023 Bonds, the City will covenant for the benefit of owners of the 2023 Bonds to provide certain financial information and operating data relating ATTACHMENT 6
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5 to the City . See “CONTINUING DISCLOSURE ” and “APPENDIX E – Form of Continuing Disclosure Agreement.”

Other Matters

The summaries of and references to documents, statutes, reports and other instruments referred to in this Official Statement 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 in this Official Statement indicates that such word is defined in a particular agreement or other document and, as used in this Official Statement, has the meaning given it in such agreement or document. See “APPENDIX C – SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE.”
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6 THE FINANCING PLAN

The 2023 Bonds are being issued to provide funds to (i) finance the costs of the 2023 Electric Project (as defined below), (ii) fund a contribution to the Parity Reserve Fund and (iii) pay the costs of issuing the 2023 Bonds.

The 2023 Electric Project

A portion of the proceeds of the 2023 Bonds will be used to finance the costs of certain improvements to the Electric System, including but not limited to the replacement of two electric substations, investment in renewable projects, the replacement of other infrastructure, facilities, and equipment of the E lectric System, and other upgrades to the Electric System or such other and additional facilities as the City determines to substitute therefor (the “2023 Electric Project”).

The primary components of the 2023 Electric Project are described below.

Golden State and Willow Substation. BWP has determined to replace the Golden State Substation and build a new Willow Substation. These substations have been designed with increased capacity to serve future development in their respective areas in the City and also to support BWP’s 4 kilovolts (kV) to 12kV conversion program.

Renewable Projects and Other Electric System Replacements. A portion of the proceeds of the 2023 Bonds will be used to invest in renewable energy projects and projects in support of BWP’s continued modernization and efficiency efforts, which include the 4kV to 12kV conversion program. BWP also anticipates building multiple solar with storage projects throughout the City, including one at the City campus and one at the Burbank airport.

Estimated Sources and Uses of Funds

The estimated sources and uses of funds relating to the 2023 Bonds are as follows:

Sources:

Principal Amount $
Plus/Less [Net] Original Issue Premium/Discount
Total Sources
$
Uses:

Deposit to Series 2023 Electric System Fund
Deposit to Parity Reserve Fund
$
Costs of Issuance(1)
Total Uses $
___________________
(1) Represents funds to be used to pay costs of issuance, which include legal fees, Municipal Advisor fees, Underwriter’s discount, Trustee fees, printing costs, rating agency fees and other miscellaneous expenses.

ATTACHMENT 6
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7 Debt Service Schedule

The table below shows annual debt service payments on the outstanding 2010B Bonds (net of the projected federal Build America Bond subsidy) and the 2023 Bonds, assuming no optional redemption.

Year Ending
June 1
2010B Bonds
Debt
Service(1)(2)
2023 Bonds
Principal
2023 Bonds
Interest(2)
Total
Debt Service(2)
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
2047
2048
2049
2050
2051
Total
___________________
(1) Presented net of projected federal Build America Bond subsidy, assuming current federal sequestration reduction rate of 5.7%. See “SECURITY AND SOURCES OF PAYMENTS FOR THE 2023 BONDS – Rate Covenant” for a discussion of sequestration. (2) Rounded to nearest dollar.

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8 THE 2023 BONDS

This section provides summaries of the 2023 Bonds and certain provisions of the Indenture. See APPENDIX C for a more complete summary of the Indenture. Capitalized terms used but not defined in this section have the meanings given in APPENDIX C.

General

Bond Terms. The 2023 Bonds will be dated their date of delivery and issued in fully registered form without coupons in integral multiples of $5,000. The 2023 Bonds will mature in the amounts and on the dates, and bear interest at the annual rates, set forth on the inside cover page of this Official Statement.

Payments of Principal and Interest . Interest on the 2023 Bonds will be payable commencing on June 1, 2023, and semiannually thereafter on December 1 and June 1 (each an “Interest Payment Date”) of each year in lawful money of the United States of America by check mailed by first class mail on each Interest Payment Date to the Owner thereof as of the close of business on the 15th day (whether or not a Business Day) of the calendar month immediately preceding such Interest Payment Date (each a “Record Date”); provided, that upon the written request of an Owner of one million dollars ($1,000,000) or more in aggregate principal amount of the 2023 Bonds received by the Trustee prior to the applicable Record Date (which such request shall remain in effect until rescinded in writing by such Owner), interest shall be paid by wire transfer in immediately available funds.

Interest on the 2023 Bonds is payable from the Interest Payment Date next preceding the date of authentication thereof unless: a 2023 Bond is authenticated on or before an Interest Payment Date and after the close of business on the preceding Record Date, in which event it will bear interest from such Interest Payment Date; a 2023 Bond is authenticated on or before the first Record Date, in which event interest thereon will be payable from the Closing Date; or interest on any 2023 Bond is in default as of the date of authentication thereof, in which event interest thereon will be payable from the date to which interest has been paid in full, payable on each Interest Payment Date. Interest with respect to the 2023 Bonds will be computed on the basis of a 360-day year composed of twelve 30-day months.

Principal of and premium, if any, on the 2023 Bonds are payable when due upon presentation at the Corporate Trust Office of the Trustee, in lawful money of the United States of America.

While the 2023 Bonds are subject to the book -entry system, payments of principal, premium, if any, and interest will be paid by the Trustee to DTC for subsequent disbursement to beneficial owners of the 2023 Bonds. See “APPENDIX F – DTC AND THE BOOK-ENTRY ONLY SYSTEM.”

Transfer, Registration and Exchange

See “APPENDIX C – Summary of Certain Provisions of the Indenture” for a description of the provisions of the Indenture relating to the transfer, registration and exchange of the 2023 Bonds.

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9 Redemption

Optional Redemption. The 2023 Bonds maturing on or before June 1, 20__ are not subject to redemption prior to maturity. The 2023 Bonds maturing on and after June 1, 20__ shall be subject to redemption prior to their stated maturities, at the option of the City, from any source of available funds, as a whole or in part in Authorized Denominations on any date (by such maturities as may be specified by the City and by lot within a maturity), on or after June 1, 20__, at a Redemption Price equal to 100% of the principal amount of 2023 Bonds called for redemption, plus accrued interest to the date fixed for redemption.

Selection of 2023 Bonds for Redemption. Whenever provision is made in the Seventh Supplemental Indenture for the redemption of less than all of the 2023 Bonds, the maturities of the 2023 Bonds to be redeemed shall be specified by the City. Whenever provision is made in the Seventh Supplemental Indenture for the redemption of less than all of the 2023 Bonds of any maturity (and interest rate), the Trustee shall select the 2023 Bonds to be redeemed, from all 2023 Bonds of the respective maturity (and interest rate) not previously called for redemption, in Authorized Denominations, by lot in any manner that the Trustee in its sole discretion shall deem appropriate. The Trustee shall promptly notify the City in writing of the 2023 Bonds so selected for redemption.

Notice of Redemption of 2023 Bonds . Notice of redemption shall be mailed by the Trustee, not less than 20 nor more than 60 days prior to the redemption date, (i) to the respective Owners of any 2023 Bonds designated for redemption at their addresses appearing on the bond registration books of the Trustee by first-class mail, (ii) to the Securities Depository by electronic means of communications and by first-class mail, and (iii) to EMMA at www.emma.msrb.org, by electronic means of communication, or to such other securities depositories or information services as the City may designate in a Request of the City delivered to the Trustee. Notice of redemption shall be given in the form and otherwise in accordance with the terms of the Indenture and the Seventh Supplemental Indenture.

The City has the right to rescind any notice of the optional redemption of 2023 Bonds by written notice to the Trustee on or prior to the dated fixed for such redemption. Any notice of optional redemption shall be cancelled and annulled if for any reason funds will not be or are not available on the date fixed for redemption for the payment in full of the 2023 Bonds then called for redemption, and such cancellation will not constitute an Event of Default under the Indenture.

The City and the Trustee will have no liability to the Owners or any other party related to or arising from such rescission of notice of redemption. The Trustee shall provide notice of rescission of redemption in the same manner as the original notice of redemption was provided.

Partial Redemption of 2023 Bonds. Upon surrender of any 2023 Bond redeemed in part only, the City shall execute and the Trustee shall authenticate and deliver to the Owner thereof, at the expense of the City, a new 2023 Bond of Authorized Denominations, and of the sam e maturity and interest rate, equal in aggregate principal amount to the unredeemed portion of the 2023 Bond surrendered.

Effect of Redemption of 2023 Bonds. Notice of redemption having been duly given as provided in the Seventh Supplemental Indenture, and moneys for payment of the Redemption Price of, together with interest accrued to the redemption date on, the 2023 Bonds (or portions thereof) so called for redemption being held by the Trustee, on the redemption date designated in such notice, the 2023 Bonds (or portions thereof) so called for redemption shall become due and payable at the Redemption Price specified in such notice, together with interest accrued ATTACHMENT 6
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10 thereon to the date fixed for redemption, interest on the 2023 Bonds so called for redemption shall cease to accrue, said 2023 Bonds (or portions thereof) shall cease to be entitled to any benefit or security under the Indenture, and the Owners of said 2023 Bonds shall have no rights in respect thereof except to receive payment of said Redemption Price and accrued interest.

Book-Entry Only System

The 2023 Bonds will be issued as fully registered bonds in book-entry only form, registered in the name of Cede & Co. as nominee of DTC, and will be available to ultimate purchasers in the integral multiples of $5,000, under the book -entry system maintained by DTC. While the 2023 Bonds are subject to the book-entry system, the principal, interest and any redemption premium with respect to a 2023 Bond will be paid by the Trustee to DTC, which in turn is obligated to remit such payment to its DTC Participants for subsequent disbursement to Beneficial Owners of the 2023 Bonds. Purchasers of the 2023 Bonds will not receive certificates representing their interests therein, which will be held at DTC.

At any time that the 2023 Bonds are not subject to the book -entry system, the principal and premium, if any, with respect to each 2023 Bond is payable upon surrender of such 2023 Bond at the Office of the Trustee in Los Angeles, California, upon maturity or the earlier redemption thereof.

See “APPENDIX F – DTC AND THE BOOK -ENTRY ONLY SYSTEM ” for further information regarding DTC and the book-entry system.

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11 SECURITY AND SOURCES OF PAYMENT FOR THE 2023 BONDS

The principal of and interest on the 2023 Bonds are not a debt of the City (except to the limited extent described in this Official Statement), nor a legal or equitable pledge, charge, lien or encumbrance, upon any of their respective property, or upon any of its income, receipts, or revenues except the Electric Net Revenues and other amounts pledged under the Indenture.

Pledge of Electric Net Revenues

Pursuant to the Indenture, the City has irrevocably pledged to the payment of the principal or redemption price of and interest on the Bonds, including the 2023 Bonds and the 2010B Bonds, and all Parity Debt, all Electric Net Revenues and all amounts held by the Trustee under the Indenture (except for amounts held in the Rebate Fund) subject only to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein.
“Parity Debt” of the Electric System means any indebtedness, installment sale obligation, lease obligation or other obligation of the City for borrowed money or interest rate swap agreement having an equal lien and charge upon the Electric Net Revenues, therefore payable on a pa rity with the Bonds (whether or not any Bonds are Outstanding). “Electric Net Revenues” means the amount of Electric Revenues of the Electric System remaining after the payment therefrom of the Electric Operating Expenses. “Electric Revenues” means all revenues (as defined in Section 54315 of the Government Code, which include all charges received for and all other income and receipts derived by BWP from the operation of the Electric System or arising from the Electric System) received by BWP from the services, facilities, energy and distribution of electric energy by BWP, including income from investments, but excepting therefrom (a) all reimbursement charges and deposits to secure service, (b) any charges collected by any person to amortize, or otherwise relating to the payment of, the uneconomic portion of costs associated with assets and obligations ( “stranded costs”) of the Electric System or of any joint powers agency in which the City participates which the City has dedicated to the payment of obligations other than the Bonds or any Parity Debt then outstanding, the payments of which obligations will be applied to or pledged to or otherwise set aside for the reduction or retirement of outstanding obligations of the City or any joint powers agency in which the City participates relating to such “stranded costs” of the City or of any such joint powers agency to the extent such “stranded costs” are attributable to, or the responsibility of, the City, and (c) any Federal Subsidy (as hereinafter defined), if elected by the City; provided, that such subsidy is not excluded from the definition of Debt Service under the Indenture. See “– Rate Covenant” below.
“Electric Operating Expenses” means the amount required to pay the expenses of management, repair and other costs necessary to operate, maintain and preserve the Electric System in good repair and working order, including but not limited to, the cost of supply and transmission of electric energy under long-term contracts or otherwise and the expenses of conducting the Electric System, but excluding depreciation. “Electric Operating Expenses” shall include all amounts required to be paid by the City under contract with a joint powers agency for ATTACHMENT 6
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12 purchase of capacity, energy, transmission capability or any other commodities or services in connection with the foregoing, which contract requires payments by the City to be made thereunder to be treated as Electric Operating Expenses.

The Bonds (including the 2023 Bonds) are not pa yable from or secured by the rev enues of the City’s water enterprise, which is also owned by the City and managed by BWP.

L
imited Obligations

The Bonds (including the 2023 Bonds ) are special, limited obligations of the City payable from Electric Net Revenues. The 2023 Bonds shall not be deemed to constitute a debt or liability of the City, the State or of any political subdivision thereof within the meaning of any constitutional or statutory limitation, or a pledge of the faith and credit of the City, the State or of any political subdivision thereof, but shall be payable, except to the extent of certain moneys pledged under the Indenture, solely from Electric Net Revenues. Neither the faith and credit nor the taxing power of the City, the State or of any political subdivision thereof is pledged to the payment of the principal of, premium, if any, or the interest on the 2023 Bonds . The issuance of the 2023 Bonds shall not directly or indirectly or contingently obligate the City, the State or any political subdivision thereof to levy or to pledge any form of taxation whatsoever therefor or to make any appropriation for their payment.

Joint Powers Agency Contracts
In addition to its own generation facilities, the City has entered into a number of power purchase contracts and transmission service contracts with two joint powers agencies. The City’s obligations to make payments with respect to certain of these contracts are unconditional “ take- or-pay” obligations, obligating the City to make such payments as operating expenses of the Electric System whether or not the related projects are operating or operable, or the output thereof is suspended, interfered with, reduced, curtailed or terminated in whole or in part. Since such obligations are payable as operating expenses of the Electric System, the obligations are payable prior to any of the payments required to be made on the Bonds and any Parity Debt of the Electric System. In addition, certain of the contracts contain “step up” provisions obligating the City to pay a share of the obligations of a defaulting participant. See “ THE ELECTRIC SYSTEM – Non- Burbank Owned Resources.” See also “THE ELECTRIC SYSTEM – Indebtedness; Joint Powers Agency Indebtedness.”

Rate Covenant

The City covenants, pursuant to the Indenture, that it shall prescribe, revise and collect such charges for the services, facilities and electricity furnished by the Electric System which, after making allowances for contingencies and error in the estimates, shall provide Electric Net Revenues at least sufficient to pay the following amounts in the order set forth:
(1) The interest on, and principal and Redemption Price of, the outstanding Bonds and any Parity Debt of the Electric System as the same shall become due and payable; (2) All payments required for compliance with the Indenture, including payments required to be made into any bond reserve fund for the Bonds; and ATTACHMENT 6
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13 (3) All payments required to meet any other obligations of the City which are charges, liens, encumbrances upon or payable from the Electric Net Revenues; and the charges shall be fixed so that in each fiscal year (i) the Electric Net Revenues shall be at least equal to 1.00 times the amount required to pay the items specified in clauses (1), (2) and (3) above, and (ii) the Adjusted Electric Net Revenues shall be at least equal to 1.20 times the amount of Annual Debt Service for such fiscal year. Moneys on deposit in any unrestricted funds are not pledged for the benefit of the owners of the Bonds.

“Adjusted Electric Net Revenues” means the Electric Net Revenues plus, for purposes of determining compliance with the rate covenant only, other lawfully available funds of the City budgeted by the City for the payment of Electric Operating Expenses or Debt Service on the Bonds and/or any Parity Debt of the Electric System during such fiscal year. Pursuant to the Indenture, for purposes of calculating Annual Debt Service on the Bonds in determining compliance with the rate covenant, if interest on any Bonds or Parity Debt is reasonably anticipated to be reimbursed to the City by the United States of America pursuant to Section 54AA of the Code, or any future similar program (a “Federal Subsidy”), then interest payments with respect to such Bonds or Parity Debt may be reduced by the amount of such interest reasonably anticipated to be paid or reimbursed by the United States of America at the election of the City.

The City’s outstanding 2010B Bonds have been designated “Build America Bonds” under the provisions of the American Recovery and Reinvestment Act of 2009 for which the City initially expected to receive a Federal Subsidy equal to 35% of the interest payable on such 2010B Bonds.

For purposes of calculating Annual Debt Service on the Bonds in determining compliance with the rate covenant, the City has elected to reduce the interest payments coming due on such 2010B Bonds by the amount of the Federal Subsidy anticipated to be received in connection with such 2010B Bonds. As a result of such election, the Federal Subsidy is not thereafter included in Electric Revenues pursuant to the Indenture. See “THE ELECTRIC SYSTEM – Historical Net Revenues of the Electric System. ” Pursuant to certain federal budget legislation adopted in August 2011, starting as of March 1, 2013, the federal government’s Build America Bond subsidy payments were reduced as part of a government -wide “sequestration” of many program expenditures. The amount of the reduction of the Build America Bond subsidy payment has ranged from a high of 8.7% in 2013 to a low of 5.7% for federal fiscal year 2021. Congress can terminate, extend, or otherwise modify reductions in the Build America Bond subsidy payments due to sequestration at any time. For example, due to the projected increased deficit spending as a result of recent legislation related to COVID -19 relief, the Congressional Budget Office has estimated that absent action by Congress by the end of 2022 to postpone or waive such cuts (as occurred for 2022), the sequestration reduction rate may increase from the current level of 5.7 percent to as much as 100 percent, effective on or about January 1, 2023. This potential sequestration reduction to the Build America Bond subsidy payments is currently estimated to be in effect at least through September 2026.

There can be no assurance that the Electric Net Revenues will not decline from the recent levels described in this Official Statement. Increases in fuel and energy costs, costs of complying with new environmental laws and regulations , supply chain issues , labor shortages or other increased expenses could reduce the Electric Net Revenues and could require further substantial increases in rates or charges. Such rate increases could increase the likelihood of customer nonpayment, and could also decrease demand.

ALTHOUGH THE CITY HAS COVENANTED TO PRESCRIBE, REVISE AND COLLECT

RATES AND CHARGES FOR THE ELECTRIC SYSTEM AT CERTAIN LEVELS, THERE CAN ATTACHMENT 6
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14 BE NO ASSURANCE THAT SUCH AMOUNTS WILL BE COLLECTED IN THE AMOUNTS AND AT THE TIME NECESSARY TO MAKE TIMELY PAYMENTS WITH RESPECT TO THE 2023 BONDS.

For definitions of additional terms used in the Indenture, see “APPENDIX C – SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE.”

Parity Reserve Fund

The Parity Reserve Fund for the Bonds is established pursuant to the Indenture to be held and maintained by the Trustee. The 2023 Bonds will be secured by the Parity Reserve Fund.

Pursuant to the Indenture, the 2023 Bonds, the 2010B Bonds and all future Series of Bonds other than Bonds authorized by a Supplemental Indenture that provides that such Bonds are not Participating Bonds will be secured by the Parity Reserve Fund. “Participating Bonds” means all bonds other than bonds which are designated by the City as b onds that will not constitute Participating Bonds under the Indenture.

The “Reserve Fund Requirement ” in the Indenture is, as of any date of calculation, (i) with respect to the Parity Reserve Fund, an amount equal to one-half of the greatest amount of principal and interest becoming due and payable on all Outstanding Participating Bonds in the then current or any future fiscal year, net of any expected Federal Subsidy, and (ii) with respect to any Series Reserve Fund for a Series of Future Bonds that do not constitute Participating Bonds, the reserve fund requirement (which reserve fund requirement may be zero ($0)), specified for such Series of Future Bonds in a Supplemental Indenture setting forth the terms of such Future Bonds, all as computed and determined by the City and specified in writing to the Trustee.

Under the Indenture, each additional series of Bonds which are Future Bonds shall constitute Participating Bonds unless the Supplemental Indenture authorizing such Series of Future Bonds provides that such Series of Future Bonds shall not be Participating Bonds and, if such Series of Future Bonds shall not be Participating Bonds, provides for the establishment of a Series Reserve Fund for such Series of Future Bonds, provides for the pledge of amounts on deposit in such Series Reserve Fund to the payment of such Series of Future Bonds secured thereby, and establishes the Reserve Fund Requirement for such Series Reserve Fund (which reserve fund requirement, as noted above, may be zero ($0)).

If on the last Business Day of any month, the amount on deposit in the Debt Service Fund shall be less than the amount required to be in such Debt Service Fund with respect to Participating Bonds as described under “ – Allocation of Electric Net Revenues Under the Indenture” below, the Trustee shall apply amounts from the Parity Reserve Fund to the extent necessary to make good the deficiency with respect to the Participating Bonds.

Whenever the amount on deposit in the Parity Reserve Fund is less than the Reserve Fund Requirement, such amount shall be increased to the Reserve Fund Requirement not later than twelve months thereafter. No deposit need be made in the Parity Reserve Fund so long as there shall be on deposit therein a sum equal to the Reserve Fund Requirement. Except as otherwise provided in a Supplemental Indenture, amounts on deposit in the Parity Reserve Fund in excess of the Reserve Fund Requirement shall, at the written Request of the City, be withdrawn from the Parity Reserve Fund, and transferred to the City and applied as permitted by Bond Counsel.

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15 Within the Parity Reserve Fund there is established a 2010B Bond Reserve Subaccount and a Series 2023 Bond Reserve Subaccount. Amounts on deposit in the respective subaccounts will be applied in accordance with the Indenture. For purposes of accounting for any withdrawal from the Parity Reserve Fund for transfer to the Debt Service Fund pursuant to the Indenture in the event of a deficiency in the Debt Service Fund, the total amount of any such withdrawal from the Parity Reserve Fund shall be allocated ratably among the 2010B Bond Reserve Subaccount, the Series 2023 Bond Reserve Subaccount, any other bond reserve subaccount hereafter established in the Parity Reserve Fund and the balance (if any) of the Parity Reserve Fund. For purposes of accounting for any deposit to the Parity Reserve Fund pursuant to the Indenture to provide for the replenishment of the Parity Reserve Fund, the total amount of such deposit shall be allocated among the 2010B B ond Reserve Subaccount, the Series 2023 Bond Reserve Subaccount, any other bond reserve subaccount hereafter established in the Parity Reserve Fund and the balance (if any) of the Parity Reserve Fund pro rata based on the amount of any prior withdrawal or deficiency therein.

Whenever the amount in the Parity Reserve Fund, together with the amount in the Debt Service Fund available for such purpose, is sufficient to pay in full all Outstanding Participating Bonds in accordance with their terms (including principal or applicable mandatory sinking fund payments and interest thereon), the funds on deposit in the Parity Reserve Fund shall be transferred to the Debt Service Fund and applied to the payment or redemption of the Participating Bonds.

In the event of the refunding of any Participating Bonds, the Trustee may, upon the direction of the City with the advice of Bond Counsel, withdraw from the Parity Reserve Fund any amounts on deposit therein and deposit such amounts as directed by the City, to be held for the payment of the principal or Redemption Price, if applicable, or interest on the Participating Bonds being refunded; provided, that such withdrawal shall not be made unless (a) immediately thereafter any Participating Bonds being refunded shall be deemed to have been paid pursuant to the Indenture, and (b) the amount remaining in the Parity Reserve Fund after such withdrawal, taking into account any deposits to be made in the Parity Reserve Fund in connection with such refunding, shall not be less than the Reserve Fund Requirement with respect to the Parity Reserve Fund.

The City may provide for all or any part of the Reserve Fund Requirement by delivering to the Trustee an irrevocable letter of credit issued by a financial institution having unsecured debt obligations rated in one of the two highest Rating Categories of Moody’s and Standard & Poor’s at the time such letter of credit is issued or a surety bond or an insurance policy issued by an insurance company whose unsecured debt obligations (or obligations secured by such insurance company’s insurance policies) are rated in one of the two highest Rating Categories of Moody’s and Standard & Poor’s at the time such surety bond or insurance policy is issued and otherwise satisfying the requirements of the Indenture.

See “APPENDIX C – SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE.”

Allocation of Electric Net Revenues Under the Indenture

Pursuant to the Indenture, as long as any Bonds are Outstanding or any Parity Debt remains unpaid, the City will deposit in a trust fund, designated as the “ Electric Revenue Fund,” which fund the City shall establish and maintain, all Electric Net Revenues, when and as received by the City.

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16 As soon as practicable in each month after the deposit of Electric Net Revenues into the Electric Revenue Fund, but in any case no later than the last Business Day of such month, the City shall withdraw from the Electric Revenue Fund and pay to the Trustee for deposit (a) in the Debt Service Fund, the amount, if any, required so that the balance in said fund, including any subaccounts therein, to the extent moneys in such subaccounts are available to pay Accrued Aggregate Debt Service (as defined in APPENDIX C hereto) as of the last day of the then current month, shall equal the Accrued Aggregate Debt Service as of the last day of the then current month; provided that for purposes of clause (a) only, the calculation of accrued Debt Service with respect to the definition of Accrued Aggregate Debt Service will be made without regard to any reduction in interest payments becoming payable on the Bonds due to any Federal Subsidy anticipated to be received in connection with the Bonds (see “– Rate Covenant” above); and (b) in the Parity Reserve Fund and in each Series Reserve Fund, if any, required so that the amount credited to such Parity Reserve Fund and each such Series Reserve Fund shall, except as otherwise provided in the Indenture, be at least equal to the Reserve Requirement, as of the last day of the then current month; provided, that the deposits to the Parity Reserve Fund and each Series Reserve Fund shall be made without preference or priority between such deposits and in the event of any deficiency in Electric Net Revenues to make the deposits required by clause (b), such Electric Net Revenues shall be deposited into the Parity Reserve Fund and each Series Reserve Fund ratably based on the amount required to be deposited in each such fund, without discrimination or preference.

For further information regarding the allocation of revenues with respect to the Bonds, see “APPENDIX C – SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE – Pledge of Electric Net Revenues; Electric Revenue Fund.”

Additional Bonds and Parity Debt

The City covenants under the Indenture that it will not create any pledge, lien or charge upon any of the Electric Net Revenues having priority over the lien of the Bonds; provided, however, that nothing in the Indenture shall be construed to limit the ability of the City to issue or incur obligations secured by charges, not constituting Electric Net Revenues, collected by any person to amortize or otherwise relating to the payment of the “stranded costs” of the Electric System or of any joint powers agency in which the City participates which the City has dedicated to the payment of obligations other than the Bonds, the payments of which charges will be applied to or pledged to or otherwise set aside for the reduction or retirement of outstanding obligations of the City or any joint powers agency in which the City participates relating to such “stranded costs” of the City or of any such joint powers agency to the extent such “ stranded costs” are attributable to, or the responsibility of, the City. The City may also enter into additional “take-or- pay” obligations or incur additional obligations pursuant to its agreement s with other counterparties, including joint powers agencies in which it now, or in the future may, participate, which obligations are, and may in the future be, payable as operating expenses of the Electric System (see “– Joint Powers Agency Contracts” above.)

The Indenture permits the issuance of additional Bonds or Parity Debt upon the satisfaction of certain conditions precedent to the issuance of such additional Bonds or Parity Debt, including the delivery to the Trustee of a Certificate of the City certifying that the sum of:
(1) the Electric Net Revenues; plus (2) 90 percent of the amount by which the City projects Electric Net Revenues for any period of 12 consecutive months during the 18 months immediately preceding the date on which any additional Bonds or Parity Debt will become outstanding would have been increased had increases in rates, fees and charges during such period of 12 months been in effect throughout such period of 12 months; plus (3) 75 percent of the amount by which ATTACHMENT 6
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17 the City projects Electric Net Revenues will increase during the period of 12 months commencing on the date of issuance of such additional Bonds or Parity Debt due to improvements to the Electric System under construction (financed from any source) or to be financed with the proceeds of such additional Bonds, shall (4) have been at least equal to 1.20 times the amount of Maximum Annual Debt Service on all Bonds and Parity Debt then outstanding and the additional Bonds or Parity Debt then proposed to be issued.

BURBANK WATER AND POWER
General

The City is a charter city, originally incorporated in 1911, and is administered by a Council- Manager form of government. The City ’s estimated population as of January 1, 2022 was 105,451, according to the California Department of Finance. The City is located in the greater metropolitan Los Angeles area, approximately 12 miles northeast of the Los Angeles Civic Center complex. See “APPENDIX A – GENERAL INFORMATION ABOUT THE CITY OF BURBANK AND LOS ANGELES COUNTY” for additional information relating to the City.

The City’s Public Service Department was established in 1913 under the laws of the State of California to supervise the purchase, distribution and sale of water and the generation, purchase, distribution and sale of electricity. In 2000, the name of the Public Service Department was changed to Burbank Water and Power. BWP provides service to all water and electric customers within the City and is a department provided for under the City Charter. The City owns and operates the Electric System.

The funds and accounts of the Electric System and the Water System are held separately, and the funds and accounts of one system are not pledged to the other system’s obligations.

Senior Management of Burbank Water and Power

BWP is under the direct management of BWP’s General Manager, subject to the policy and direction of the City Council and the Burbank Water and Power Board (the “BWP Board”) and the broad administrative direction of the City Manager. The BWP Board consists of seven members appointed by the City Council. The BWP General Manager is responsible for policy and planning relating to the operation of the Water and Electric Systems. Legal services are provided by the City Attorney’s office, and various other administrative services are also provided by the City. Senior management of the Electric System are as follows:

Dawn Roth Lindell , BWP General Manager, holds a Bachelor of Science degree from the University of Notre Dame and a Master’s in Business Administration (technology -focused) from the University of Colorado, Colorado Springs. She has 20 years of utility experience in water, wastewater, gas and electric distribution as well as high voltage transmission. She led two federal multi-state regional transmission utilities and led customer service in a large municipal utility. Ms.

Lindell joined BWP in November 2020.

Mandip Samra, Assistant General Manager/Power Supply, holds a Bachelor’s degree in Economics from the University of California, Los Angeles, a Master's in Public Administration from The Maxwell School of Citizenship and Public Affairs from Syracuse University, and a Master's in Urban Planning from the University of Southern California. Ms. Samra joined BWP in March of 2021. She started her career as a Graduate Management Intern, in the Customer Relations ATTACHMENT 6
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18 Division of Pasadena Water and Power in 2004. She has worked in various management positions at Anaheim Public Utilities, Southern California Edison, and Pasadena Water and Power. Her experience is in power supply, with a focus on regulatory compliance, managing the Integrated Resources Plan, negotiating power resource contracts, representing the utility on various resource and transmission committees, and leading stakeholder engagement efforts as it relates to power supply.

Riad Sleiman, P.E., PMP, Assistant General Manager/Electric Services, holds a Bachelor of Science degree in Electrical Engineering from Loyola Marymount University and a Master of Business Administration from Woodbury University. He originally joined BWP in 2005 as an Electrical Engineering Assistant working on street lighting, major development reviews, project management, system planning, development agreements and contract negotiations, advanced metering infrastructure deployment, and advanced grid analytics. He then worked on utility-scale battery storage, electric vehicle infrastructure planning, and deployment, implementing small cell policy and agreements, and introducing analytics and applications through the GIS and records group while at the Cit y of Santa Clara electric utility (dba Silicon Valley Power ). Mr. Sleiman rejoined BWP in 2021 as the Assistant General Manager/ Electric Services. H e is a licensed Electrical Engineer in the State of California and is a certified Project Management.

Stela Kalomian, Acting Chief Financial Officer (“ Acting CFO”), holds a Bachelor of Science degree in Business Administration and a Master of Business Administration from California State University, Los Angeles . She joined BWP in 20__ and held the position of Financial Accounting Manager before assuming the Acting CFO position in January 2023 . Her primary focus at BWP has been in the areas of financial reporting, budgeting, financial planning, energy risk management and capital financing.

Burbank Water and Power Board

The BWP Board consists of seven members appointed by the City Council. The BWP Board is responsible for reviewing and making recommendations for any rate increases to the City Council. R ate increases, if any, are custo marily presented by BWP as part of the annual budget process for City Council approval.

As set forth in the Burbank Municipal Code, the BWP Board has the following powers and duties:

(1) To review and make recommendations on all capital improvements which require City Council approval;

(2) To review and make recommendations on power purchase agreements with terms of more than five years;

(3) To review and make recommendations regarding BWP’s annual budget;

(4) To review and make recommendations regarding electric and water rates;

(5) To approve all contract awards for goods, services and public work construction projects which are provided for in BWP’s annual budget; and

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19 (6) To perform such advisory functions as delegated to it by the provisions of the Burbank Municipal Code or other action of the City Council or the General Manager of BWP.

The present members of the BWP Board and their terms of appointment are as follows:

Name Position
Term Expires
July 31,
Philippe Eskandar Chairperson 2024
Christopher G. Malotte Vice-Chairperson 2024
Cynthia LaCamera Member 2024
Laura Tenenbaum Member 2024
Earle H. LeMasters Member 2026
William Luddy Member 2026
Timothy R. Cherry Member 2026

Employee Relations

As of June 30, 2022, 288 full-time equivalent City employees were assigned to the Electric System. Certain functions supporting the Electric System’s operations, including but not limited to, meter reading, customer billing and collection, finance, administration, and operations technology are performed by BWP staff.

All BWP employees fall into one of four categories:

• Those represented by Local No. 18 of the International Brotherhood of Electrical Workers (“IBEW”);

• Those represented by the Burbank City Employees’ Association (“BCEA”), which is affiliated with the American Federation of State, County and Municipal Employees as Local No. 3143;

• Those represented by the Burbank Management Association (“BMA”); and

• Those that are unrepresented.

The IBEW labor contract will expire on June 30, 2023. The BCEA and BMA labor contracts expired on June 30, 2022 and are under active negotiations. There have been no strikes or other material work stoppages by BWP employees within the last five years.

Pension Plan and Other Post-Employment Employee Benefits for Employees of the Electric System

The City’s defined benefit pension plan, the Public Employees Retirement System (“PERS”), provides retirement and disability benefits, annual cost-of-living adjustments and death benefits to plan members and their beneficiaries, including City employees assigned to the Electric System. PERS is part of the Pu blic Agency portion of the California Public Employees Retirement System ( “CalPERS”), an agent multiple- employer plan administered by CalPERS, which acts as a common investment and administrative agent for participating public employers within the State. A menu of benefit provisions, as well as other requirements, is established by ATTACHMENT 6
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20 state statutes within the Public Employees’ Retirement Law. The City selects optional benefit provisions from the benefit menu by contract with CalPERS and adopts those benefit s through local ordinance. CalPERS issues publicly available reports that include a full description of the pension plans regarding benefit provisions, assumptions and membership information that can be found on the CalPERS website at www.calpers .ca.gov. The foregoing internet address is included for reference only, and the information on the internet site is not incorporated by reference herein.

Employees of the Electric System participate in the City’s CalPERS Miscellaneous Plan (the “Miscellaneous Plan”). City active plan members in the Miscellaneous Plan hired prior to January 1, 2013 are required to contribute 8% of their annual covered salary effective July 1, 2008, which is paid by such employees. Miscellaneous Plan members hired on or after January 1, 2013 and who have no prior membership in any California public retirement system ( “PEPRA Employees”) are required to contribute 6.50% of their annual covered salary; the entire 6.50% is paid by such employees. The City no longer pays for any employee contributions for any bargaining group.

The City is required to contribute the actuarially determined remaining amounts necessary to fund the benefits for its members. The actuarial methods and assumptions used are those adopted by the CalPERS Board of Administration. The City is required to contribute at an actuarially determined rate for the normal cost and a flat dollar amount for the required unfunded liability contribution. In Fiscal Year 2021- 22, the City contributed 35.06% of annual covered payroll. The contribution requirements of plan members are established by state statute and the employer contribution rate is established and may be amended by CalPERS. The Electric System is allocated its portion of the required contributions. Approxim ately 34.27% of the City’s PERS obligations are allocated to the Electric System . The City contributed 100% of the portion of the employer’s actuarially required contribution allocable to the Electric System from the Electric Utility Fund for the Fiscal Years ending June 30, 2020, June 30, 2021, and June 30, 2022 in the amounts of $8,466,000, $ 9,400,000, and $8,871,000, respectively. The City has budgeted to contribute $10,896,000 as the Electric System’s allocable share of the required contribution for Fiscal Year 2022-23. In addition to the annual required contribution, the Electric Utility Fund also made an additional voluntary lump sum payment of $2,749,699 to CalPERS to reduce the City’s unfunded actuarial liability during Fiscal Year 2021-22. Fiscal Year 2019-20 was the first year of a multi-year citywide funding plan to reduce future pension obligations. The Electric System’s share of the Miscellaneous Plan’s unfunded accrued liability as of June 30, 2022 was $97,363,318.

In Fiscal Year 2014-15, the City implemented Governmental Accounting Standards Board Statement No. 68, “ Accounting and Financial Reporting for Pensions, an Amendment of GASB Statement No. 27” (“ GASB No. 68” ) and GASB Statement No. 71, “Pension Transition for Contributions Made Subsequent to the Measurement Date, an Amendment of GASB Statement No. 68” (“GASB No. 71”). GASB No. 68 and GASB No. 71 establish standards for measuring and recognizing liabilities, deferred outflows of resources, deferred inflows of resources, and expenses. For defined benefit pension plans, GASB No. 68 and GASB No. 71 identify the methods and assumptions that should be used to project benefit payments, discount projected benefit payments to their actuarial present value, and attribute that present value to periods of employee service. As of June 30, 2022, the proportionate share of the City’s net pension liabilities allocable to the Electric System was reported to be $33,366,000. The Electric System ’s proportionate share of the Net Pension Liabilities was 34.27% of the Net Pension Liabilities for the City’s Miscellaneous Plan as a whole in Fiscal Year 2021-22. For the Fiscal Year ended June 30, 2022, the City ’s Miscellaneous Plan Net Pension Liability as a percentage of covered - ATTACHMENT 6
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21 employee payroll was 120.41%. The Miscellaneous Plan Net Pension Liability as a percentage of the Total Pension Liability for the City’s Miscellaneous Plan was 90.18% for such Fiscal Year.

Post-Retirement Health Care Plans. The City also administers certain post-employment health care benefits under the Burbank Employees Retiree Medical Trust ( “BERMT”), the Utility Retiree Medical Trust (“URMT”), and the CalPERS Public Employees’ Medical and Hospital Care Act (“PEMHCA”) plan. The Electric System contributes to the City’s OPEB costs based upon the results of actuarial studies. The City has pre- funded the PEMHCA and URMT plans through CalPERS OPEB Trust (“CERBT”) and has a policy of contributing 100% of the City's a ctuarially determined contribution each year.

BERMT is a single -employer, defined benefit plan that was established in April 2003 by the City’s employee associations to provide post -retirement medical benefits to all non -safety employees, including elected and appointed officials. The trust is managed by a board consisting of seven voting members from the various employee associations, each appointed to three-year terms and an eighth, non-voting, member appointed by the City. Represented plan members are required to contribute $50 per bi-weekly pay period, which the City matches. Plan provisions and contribution requirements are established by and may be amended by the BERMT board.

Investments are determined by the BERMT plan trustees and are governed by the Employee Retirement Income Security Act of 1974. To be eligible, members must be retired and have reached age 58 with a minimum of five years of contributions into the plan. The benefit provided ranges from $150 to $630 in reimbursements per month for eligible medical expenses. The Electric System is allocated its portion of the required contributions. For the Fiscal Year ended June 30, 2022, the allocable portion of the City’s contributions to BERMT paid from the Electric Utility Fund totaled $175,607.

The PEMHCA Plan was established with CalPERS as a single- employer plan. The City pays the required PEMHCA minimum contribution for all miscellaneous and safety employees retiring directly from the City. The 2022 PEMHCA minimum contribution was $149 per month. In addition, the City paid $100 per month for 15 management retirees and paid $188 per month for 9 IBEW retirees. For these managem ent/IBEW retirees, the PEMHCA minimum required contribution of $149 is paid in addition to the retiree health contribution amounts. The PEMHCA benefit provisions are established and amended through negotiations between the City and its employee associations. The Electric System is allocated its portion of the required contributions.

For the Fiscal Year ended June 30, 2022 , the allocable portion of the City’s contributions to the PEMHCA plan paid from the Electric Utility Fund totaled $516,000. As of June 30, 2022 (the most recent actuarial valuation date), the PEMHCA plan had a funded ratio of 75%.

The URMT, an agent multiple employer plan, was established during the 2008- 09 fiscal year for IBEW members and 12 management employees as a supplement to benefit payments from BERMT and PEMHCA. The total target benefit is $1,200/month for individuals age 50 to age 64 and $750/month for those age 65 and above, with the exception that for qualifying employees who retire after December 16, 2015 and who have not contributed to Medicare while employed at the City and who are also not otherwise eligible for premium-free Medicare Part A at age 65 and older, the maximum amount at age 65 and older shall be $975/month, including payments from BERMT, the PEMHCA minimum, and the URMT. For the Fiscal Year ended June 30, 2022, the City’s annual required contribution for the URMT was $228,000, which was payable from the City’s Electric Utility Fund. As of June 30, 2021 (the most recent actuarial valuation date) , the URMT had a funded ratio of 143.70%.

ATTACHMENT 6
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22 In Fiscal Year 2017-18, the City implemented GASB Statement No. 75, “Accounting and Financial Reporting for Postemployment Benefit Other Than Pension Plans ” (“GASB No. 75 ”), although BERMT is not subject to GASB No. 75. GASB No. 75 replaces the requirements of Statements No. 45, “ Accounting and Financial Reporting by Employers for Postemployment Benefits Other Than Pensions ”, as amended, and No. 57, “OPEB Measurements by Agent Employers and Agent Multiple-Employer Plans”, for OPEB. GASB No. 75 establishes standards for recognizing and measuring liabilities, deferred outflows of resources, deferred inflows of resources, and expenses. For defined benefit OPEB, GASB No. 75 identifies the methods and assumptions that are required to be used to project benefit payments, discount projected benefit payments to their actuarial present value, and attribute that present value to periods of employee service. Note disclosure and required supplementary information requirements about defined benefit OPEB are also addressed. [As of June 30, 2022, the proportionate share of the City’s net OPEB liabilities allocable to the Electric System was $1,339,000.

Additional information on the City’s pension and OPEB plans is provided in the notes in the audited financial statements presented in APPENDIX B to this Official Statement and in the City’s Annual Comprehensive Financial Report.

Insurance

The City is self -insured and self -administered for certain exposures through Risk Management, a division of the Management Services Department of the City. The City is self - insured for individual claims up to $2,000,000 for worker’s compensation, and $1,000,000 for general liability. Since July 1, 2004, the City has been a member in Authority for California Cities Excess Liability ( “ACCEL”), which is a risk sharing pool for municipal excess liability. Each individual member self-insures all general liability losses for the first $1,000,000 and the members of the pool share losses between $1,000,000 and $10,000,000. The members jointly purchase additional layers of coverage beyond the pooled layer, with the City purchasing an additional $45,000,000 of excess coverage, for total coverage of $55,000,000. The layers of coverage above $10,000,000 are not pooled, but rather jointly purchased. The City’s worker’s compensation coverage is purchased through a pooling agreement, with the City self -insuring the first $2,000,000 of each loss and the pool covering the losses to statutory limits. The City charges the Electric Fund based upon the proportional payroll cost, job classification, and claim history. There have been no significant settlements or reductions in insurance coverage for the past three years.

The City maintains a $50,000,000 flood insurance policy . The City does not currently maintain insurance coverage for the Electric System for earthquake or wildfire risks.

THE ELECTRIC SYSTEM

Overall Description of the Electric System

General. The City owns and operates the Electric System, which is an integrated electric system consisting of generation, transmission and distribution facilities. For the fiscal year ended June 30, 2022 , the average number of customers of the Electric System was approximately 53,252 and the total MWh of energy sold to customers throughout the City was approximately 979,000.

Principal Facilities. The service area of the Electric System is solely within the City boundaries, which encompasses 17.1 square miles. The principal facilities of the Electric System consist of two natural gas-fired steam electric generating units, one natural gas-fired combustion ATTACHMENT 6
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23 turbine electric generating unit, four microturbine electric generating units, four switching stations, thirteen distributing stations, two customer stations and transmission and distribution lines aggregating approximately 420 circuit miles.

Power Distribution. The City interconnects its electric facilities with other electric utilities through an 806 million volt-amperes (“MVA”) tie to the Los Angeles Department of Water and Power (“LADWP”) at Receiving Station “E” as well as a 191 megawatt (“MW”) tie with Glendale Water and Power. Presently, these ties have more than sufficient capacity to import enough power to meet the City’s system load as well as to export power to the participants in the Magnolia Power Project (described below). The City acts as the operating agent for the Magnolia Power Project and is responsible for operating the Magnolia Power Project on behalf of the Southern California Public Power Authority (“ SCPPA”). See “THE ELECTRIC SYSTEM – Non-Burbank Owned Resources – Magnolia Power Project” and “– Tieton Hydropower Project.”

Within the City, bulk power is trans formed from 69 kilovolts ( “kV”) to 34.5 kV by four switching stations interconnected with nearly 33 circuit miles of 69 kV lines. There are about 44 circuit miles of 34.5 kV lines that interconnect the switching stations with 12 distributing stations and two customer stations. The City has about 114 distribution circuits and 5,838 distribution transformers to serve residential neighborhoods and businesses. The City’s distribution system includes about 131 distribution circuit miles of underground lines and 204 circuit miles of overhead lines.

Power Supply

General. The City currently meets its Electric System power requirements from a combination of on-site gas-fired generating facilities, power purchase agreements, firm contracts and non-firm energy purchases. Among such resources, the City purchases power from the Intermountain Power Project (“IPP”) of the Intermountain Power Agency (“ IPA”) and the Hoover Uprating Project, and has a power exchange agreement with Morgan Stanley Capital Group Inc. (“Morgan Stanley”). Additionally, through its membership in SCPPA, the City has entitlement interests in the Palo Verde Nuclear Generating Station (“PVNGS”), Milford Phase I Wind Project, Tieton Hydropower Project and Magnolia Power Project, and also purchases power from the Copper Mountain Solar 3 Project, Don A. Campbell Geothermal Project, Ameresco Chiquita Canyon Landfill Gas Project, Pebble Springs Wind Project and Desert Harvest II Solar Project.

See “– On-Site Resources, ” “– Non-Burbank Owned Resources ” and “– Renewable Energy Resources” below.

Certain of the projects in which the City has an entitlement interest or participation with other parties are subject to the other parties involved in those projects meeting their respective payment obligations with respect to such projects. If a party defaults on its payment obligations, then the non -defaulting parties, subject to the utilization of any reserves, may be required to expend additional funds with respect to a pro rata portion of the defaulting party’s obligation for such project. If a non- defaulting party does “step-up” to the payment obligation of a defaulting party, the non -defaulting party may ultimately be entitled to a pro rata portion of the capacity and/or output of the defaulting party’s share of the project.

During the Fiscal Year ended June 30, 2022 , the Electric System generated and purchased (exclusive of purchases and sales for wholesale purposes) approximately 97 9,000 MWh of electricity for delivery to customers throughout the City. The following table sets forth the amounts, in MWhs and percentages, of electricity obtained by the City from its current resources for sales to customers throughout the City during the Fiscal Year ended June 30, 2022.

ATTACHMENT 6
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24 Burbank Water and Power
Annual Retail Electric Supply
Fiscal Year Ended June 30, 2022

Resource MWh Percentage
Renewables (1) 363,370 34.7%
Intermountain Power Project 152,150 14.5
Magnolia Power Project 247,730 23.6
Spot Purchases 191,680 18.3
Palo Verde Nuclear 50,320 4.8
On-Site Generation 24,840 2.4
Hoover Uprating 18,340 1.7
Total (2) 1,048,430 100.0%
________________________
(1) Renewable resources include the Southwest Wyoming Pleasant Valley Facility Wind Contract, Milford Phase I Wind Project, Tieton Hydropower Project, Pebble Springs Wind Project, Ameresco Chiquita Canyon Landfill Gas Project, Copper Mountain Solar Project, Don A. Campbell Geothermal Project, Desert Harvest II Solar Project, local generation from BWP Valley Pumping Plant, local landfill microturbines, customer and utility solar installations, and an exchange agreement. See “– Renewable Energy Resources.” For the Fiscal Year ended June 30, 2022, renewable energy resources made up approximately 34.7% of the City’s total retail sales. This number differs from the official Renewable Portfolio Standard ( “RPS”) calculation and compliance period, which are based on retail sales and calendar year.
(2) Does not equal total sales to customers throughout the City of approximately 979,000 MWh due to distribution losses and timing differences in billing cycles between sales to customers and purchased energy. Totals may not add due to rounding.

Source: BWP.

On-Site Resources

The City owns two steam electric generating units with a total combined net capacity of 99 MW (with a nameplate capacity of 109.7 MW), one combustion turbine electric generating unit with a total continuous net capacity of 48 MW (with a nameplate capacity of 60.5 MW), and four microturbine electric generating units with a total combined net capacity of 0.5 MW (with a nameplate capacity of 0.8 MW) as indicated in the following table:

On-Site Generation
Owned By Burbank Water and Power

Unit Name Type
Nameplate
Capacity
(MW)
Continuous
Capacity
(MW)
Year
In-service
Energy
Produced in
Fiscal Year
2021-22
(MWh)
Olive 1 (1) Steam 50.0 44.0 1959 0
Olive 2 (1) Steam 59.7 55.0 1964 0
Lake 1 Combustion Turbine 60.5 48.0 2002 24,841
Landfill Microturbines 0.8 0.5 2020 3,916
TOTAL 171.0 135.5 28,757
________________________
(1) Olive 1 and 2 were used as planning capacity and serve as backup or emergency generation capacity.

Source: BWP.

ATTACHMENT 6
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25 Non-Burbank Owned Resources

The City purchases power and transmission capability from other sources pursuant to contracts. These contracts provide generally for the City to pay costs associated with the firm purchase of power (including fixed components like operations, maintenance and administrative expenses as well as variable components like fuel expenses). With respect to each of the facilities discussed herein, the City is one of any number of purchasers of such power and, with the exception of Magnolia Power Project and the Tieton Hydropower Project, does not control the operations or management of such facility. See also “– Indebtedness; Joint Powers Agency Obligations” below.

Intermountain Power Project . The IPP consists of: (a) a two- unit coal-fired, steam- electric generating plant with net ratings of 900 MW per unit (the “Intermountain Generating Station”) and switchyard (the “Switchyard”), located near Lynndyl, in Millard County, Utah; (b) a ±500 kV direct curr ent ( “DC”) transmission line approximately 490 miles in length from and including the Intermountain Converter Station (an alternating current (“AC”)/DC converter station adjacent to the Switchyard) to and including a corresponding converter station at Adel anto, California (collectively, the “Southern Transmission System” or “STS”); (c) two 50-mile, 345 kV AC lines from the Switchyard to the Mona Substation in the vicinity of Mona, Utah, and a 144- mile, 230 kV AC transmission line from the Intermountain AC Switchyard to the Gonder Substation near Ely, Nevada (collectively, the “Northern Transmission System” or “NTS”); (d) a microwave communications system; (e) a rail car service center located in Springville, in Utah County, Utah (the “Railcar Service Center”); and (f) certain water rights and coal supplies. Such water rights and coal supplies, together with the Intermountain Generating Station, the Switchyard and the Railcar Service Center, are referred to herein collectively as the “Generation Station.” See also “– Transmission Resources – Southern Transmission System” below.

IPP purchasers are 36 utilities (collectively, the “ IPP Purchasers”) consisting of the City and the California cities of Anaheim, Los Angeles, Riverside, Glendale and Pasadena (the “ IPP California Participants”); PacifiCorp (which merged with Scottish Power), as successor to the obligations of Utah Power & Light Company; 22 members of IPA and Heber Light & Power Company (collectively, the “ Utah Municipal Purchasers” ); and six rural electric cooperatives serving loads in the States of Utah, Arizona, Colorado, Nevada and Wyoming (collectively, the “Cooperative Purchasers”). Pursuant to a construction management and operation agreement between IPA and LADWP, LADWP acts as project manager and operating agent of the IPP, responsible for, among other things, administering, operating and maintaining the IPP. The facilities of the IPP have been in commercial operation since May 1987.

The City has contracted with IPA to purchase a 3.371% (60 MW) entitlement in the capability of the Generation Station. The City’s entitlement increases to a maximum of 4.168% when the IPP Excess Power Sales Agreement to whi ch the City is a party is taken into consideration, but all or a portion of this increased amount of power can be recalled by other IPP participants. The City’s current share of IPP capacity is up to 75 MW , which will decrease to 28 MW in June 2027 . The City ’s entitlement in the IPP Generation Station account ed for approximately 14.9% of the Electric System’s total energy resources in Fiscal Year 2021-22. The IPP Generation Station also represents the City’s only source of electricity generated by coal-fired plants. The power purchase contract with IPA obligates the City to pay in proportion to its entitlement share the costs of producing and delivering electricity (including debt service and other fixed expenses) as a cost of purchased capacity, regardless of the amount of energy scheduled to the City.

ATTACHMENT 6
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26 Transmission of the output from IPP to the City and the other IPP California Participants is provided by the STS. The STS was placed in operation in May 1987, and its current transfer capability is 2,400 MW. The City and SCPPA have entered into a transmission service contract to provide for transmission of the City’s entitlement between the Generating Station and Adelanto.

Transmission service from Adelanto to the City is provided under transmission service agreements with LADWP. See “– Transmission Resources – Southern Transmission System” below.

IPA buys coal under contracts to fulfill the supply requirement of approximately 4.0 million tons per year. Coal is purchased under a portfolio of fixed price contracts that are of short and long-term in duration, with a small portion being short term coal purchases. IPA expects the costs to fulfill IPP’s annual coal supply requirements may be higher than its current contract costs due to supply chain issues and labor shortages. To be able to continue to operate the IPP in the event of a coal supply disruption, IPA attempts to maintain a coal stockpile at the Intermountain Generating Station that is sufficient to operate the plant at the IPP’s current plant capacity factors for a minimum of 60 days. Transportation of coal to the Intermountain Generating Station is provided primarily by rail under agreements between IPA and the Union Pacific Railroad company, and the coal is transported, in part, in IPA-owned railcars. Coal is also transported to IPP, to some extent, in commercial trucks.

The current power purchase contracts with the IPA are in effect until June 2027. California Senate Bill 1368 (“SB 1368”) that became effective in January 2007 prohibits any investment in baseload generation that does not meet specific emissions performance standards, subject to certain exceptions. In light of this restriction , the current power sales contracts have been amended so that the coal-powered generation facility will be replaced by combined cycle natural gas units by July 1, 2025. The existing power sales contracts will terminate on June 15, 2027 and will be replaced by renewal power sales contracts (which were executed in 2017) for the combined cycle natural gas units, which will continue for a term ending in 2077. Based on the most recent study (conducted in 2019) available to the City, the City expects that its proportionate share of the cost of decommissioning the coal-powered generation facility to be approximately $14 million.

Pursuant to the provisions of the power sales contracts, the IPP participants also agreed to reduce the initially planned generation capacity for the repowered plant from 1,200 MW to 840 MW. This will allow for compliance with greenhouse gas (“GHG”) emissions performance standards. Some of the power purchasers under the original power sales contracts will continue to be IPP participants under the Renewal Power Sales Contracts. The cities of Anaheim, Riverside, and Pasadena will not be power purchasers under the Renewal Power Sales Contracts. The City will take a smaller share of 28 MW generation capacity ( 3.334%) under the Renewal Power Sales Contracts, and LADWP and the City of Glendale will both increase their respective generation shares. See “FACTORS AFFECTING THE ELECTRIC SYSTEM AND THE ELECTRIC UTILITY INDUSTRY – California Climate Change Policy Developments ” for additional information regarding SB 1368 and climate change policy.

IPA is in the process of working with its selected vendors on an engineering procurement and construction contract, the compressed air energy storage buildout and the green hydrogen component. IPA is working with participants to provide solutions for a project to supply the IPP units with green hydrogen fuel (i.e. , hydrogen created solely by use of renewable energy) to support the goal of operating with a blend of 30% green hydrogen starting in 2025 and the subsequent goal of reaching 100% green hydrogen fueled operation by 2045, pending the availability and the advancement of the required technology to reach those scales. The request for proposals also included proposals for hydrogen storage facilities adjacent to the existing site.

ATTACHMENT 6
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27 An initial contract was established in early 2022 to secure a portion of the required underground salt cavern storage capacity, along with energy conversion services. This contract will provide the IPP participants the ability to convert renewable energy into green hydrogen to fuel the new generating units in 2025. LADWP is the only IPP participant that is required to purchase hydrogen under the conversion services agreement, however the City and Glendale each have the option to elect to become a hydrogen purchaser.

IPP has experienced lower than normal deliveries of coal supplies since October 2021 and expects to see this continue. IPA has developed an operational strategy that allow s for conservation of coal during times when electricity demand is lower along with energy market pricing, so that more coal is available for when the demand for energy and prices are higher. The City has operational flexibility to vary its use of its share of IPP and minimize the impact to the City of coal supply issues.

On September 20, 2022 there was a fire at the Lila Canyon coal mine. This coal mine produces approximately 25% of the coal sold in Utah and is a supplier of coal burned at IPP. The ultimate resolution of the fire at the Lila Canyon coal mine remains unknown at this time, although it is possible that the fire could burn indefinitely and necessitate the permanent closure of the mine. The extent of the impact on existing coal supply contracts in unknown at this time.

Hoover Uprating Project . The City is a participant in the Hoover Uprating Project, consisting primarily of the uprating of the 17 generating units at the hydroelectric power plant of the Hoover Dam. The City has a 0.98% ( 20.325 MW) entitlement interest in the total capacity and allocated energy of Hoover. The City has executed a power sales contract and has agreed to make monthly payments in exchange for its share of Hoover capacity and allocated energy , which contract expires in 2067. In the Fiscal Year ended June 30, 2022, Hoover provided 18,344 MWh of energy to the City. The region where Hoover Dam and its hydroelectric facilities are located has been experiencing drought conditions for approximately 20 years. Hoover Dam ca n generate power when Lake Mead level is above 950 ft above sea level or higher. The operation of Hoover Dam is expected to continue until Lake Mead drops below the 950 ft minimum or additional water sources are available from upstream sources.

Palo Verde Nuclear Generating Station ( “PVNGS”). Through its membership in SCPPA, the City has a 4.40% entitlement interest (9.7 MW) in SCPPA’s 5.91% ownership interest in PVNGS, including certain associated facilities and contractual rights, a 5.56% ownership in the Arizona Nuclear Power Project ( “ANPP”) High Voltage Switchyard and associated contractual rights, and a 6.55% share of the rights to use certain portions of the ANPP Valley Transmission System. Commercial operation and initial deliveries from PVNGS Units 1 and 2 commenced in 1986 and Unit 3 commenced in 1987. Transmission for PVNGS energy is provided to the City through its SCPPA interest in the Mead-Adelanto Transmission Project and the Mead -Phoenix Transmission Project and agreements with Salt River Project, LADWP and Southern California Edison Company. See “– Transmission Resources” below.

The City has a power sales agreement with SCPPA which obligates the City to pay for its share of capacity and energy on a “take-or-pay” basis, including debt service on bonds issued by SCPPA for the project, capital costs and costs related to operation and maintenance. No such bonds are currently outstanding related to PVNGS. In the Fiscal Year ended June 30, 2022 , PVNGS provided 50,320 MWh of energy to the City.

The co-owners of PVNGS have created external accounts for the decommissioning of PVNGS at the end of its life. Decommissioning is expected to begin between 2045-2047. Based ATTACHMENT 6
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28 on the most recent estimate of decommissioning costs, SCPPA has advised the City that its estimated share of decommissioning costs through SCPPA is approximately 94% funded. The City’s obligation is 4.4% of the cost, or approximately $8.7 million, which is based on the most recent study that was conducted in 2019. No assurance can be given, however, that the amount accumulated to date will continue to be sufficient to fully fund SCPPA’s share of decommissioning costs. SCPPA has advised the City that it a nticipates it will receive a new estimate of decommissioning costs every three years.

Magnolia Power Project. The City is a participant and the operating agent of SCPPA’s Magnolia Power Project, a 323 MW natural gas-fired combined-cycle electrical power generating facility. The Magnolia Power Project is located in the City and is owned by SCPPA. The Magnolia Power Project was constructed and acquired for the primary purpose of providing participants in the Magnolia Power Project with firm capacity and energy to help meet their power and energy requirements. The City has a 30.9917% entitlement (75 MW base capacity and 97.6 MW peaking capacity) in the project through a long- term power purchase agreement with SCPPA which obligates the City to pay for its s hare of capacity and energy on a “take-or-pay” basis, including debt service on bonds issued by SCPPA for the project, capital costs and costs related to operation and maintenance. In the Fiscal Year ended June 30, 2022, the Magnolia Power Project supplied the City with 247,730 MWh of energy.

Renewable Energy Resources

For calendar year 2021, the City met the State’s Renewable Portfolio Standard (“RPS”) of

35.75% of electric retail sales to customers coming from eligible renewable energy resources .

The Electric System is on track to meet RPS of 38.5% for the calendar year 2022. See “FACTORS AFFECTING THE ELECTRIC SYSTEM AND THE ELECTRIC UTILITY INDUSTRY – California Climate Change Policy Developments – California Renewable Energy Portfolio Standard.” The City’s renewable energy resources are described below. The City will continue to negotiate and secure contracts to meet the RPS requirements as set by the State.

Southwest Wyoming Pleasant Valley Facility Wind Contract. In 2006, the City signed a 16-year power purchase contract with Iberdrola Renewables, Inc. (formerly PPM Ener gy Inc.) for the purchase of 5 MW of wind power from a generation facility located in Southwest Wyoming.

The initial contract expired on June 30, 2022 and the City is in the process of renewing this contract, with the City’s share expected to remain unchanged . The City began receiving wind power from the facility in July 2006.

Milford Wind Corridor Phase I Project. The City is a participant in SCPPA’s Milford Wind Corridor Phase I Project, providing for the purchase over a 20-year term of all of the energy generated by a 203.5 MW nameplate capacity, wind- powered electric generating facility located near Milford, Utah. The City entered into a Power Sales Agreement with SCPPA for 5.0% (approximately 10 MW) of the output (including capacity, energy and associated environmental attributes) of the Milford Wind Corridor Phase I Project. The facility is owned by Milford Wind Corridor Phase I, LLC, a limited liability company organized and existing under the laws of the State of Delaware. The facility went into commercial operation on November 16, 2009. The City is able to accept the delivered facility energy utilizing its capacity rights in the IPP Switchyard that are provided under agreements relating to the IPP. The facility energy is then delivered over the STS to the Adelanto terminal in California utilizing the City’s capacity rights in the STS. The facility energy delivered at Adelanto is then transmitted to the City under certain transmission arrangements between LADWP and the City.

ATTACHMENT 6
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29 Tieton Hydropower Project. The City is a participant in, and the operating agent of, SCPPA’s Tieton Hydropower Project, a 13.6 MW nameplate capacity “ run of the reservoir ” hydroelectric generation facility located in the State of Washington. The City has entered into a power sales and acquisition contract with SCPPA, under which SCPPA has sold to the City on a “take-or-pay” basis, its entitlement of 50.0% (approximately 6.8 MW) of the capacity and energy of the Tieton Hydropower Project. The City’s power sales and acquisition contract with SCPPA obligates the City to pay its share of debt service on bonds or notes issued by SCPPA for the project, as well as capital costs and costs related to operation and maintenance. Minor increases in the average annual and seasonal temperature in the Pacific Northwest are projected to continue as a result of global warming. However, projected changes in annual precipitation are expected to be very small. There has been no discernable impact to the project due to global warming to date. Tieton Hydropower Project averages about 48,000 MWhs of generation per year with slight annual variations attributable to year-to-year weather variations as well as changes in U.S. Bureau of Reclamation operations. For example, fish pulsing has had the greatest impact on water flow rates to the Tieton Hydropower Project.

Pebble Springs Wind Project. SCPPA, on behalf of three project participants, including the City, signed a long-term power purchase agreement with Pebble Springs Wind Project LLC for the purchase of the generating capacity of 98.7 MW (total capacity) wind project, comprised of 47 Suzlon 2.1 MW wind turbines. The facility is located in Oregon. The City has a 10.132% (approximately 10 MW) entitlement interest in the total capacity, energy and environmental attribute rights produced by the facility. The agreement expires on January 31, 2027.

Ameresco Chiquita Canyon Landfill Gas Project . The City has entered into a power sales agreement with SCPPA for 16.7% (approximately 1.33 MW) of the output of Ameresco Chiquita Canyon Landfill Gas Project. The facility is developed, owned and operated by Ameresco Chiquita Energy, LLC in Chiquita Canyon Landfill in Valencia, California, near Highway 126 and west of the City of Santa Clarita with a total capacity of 9.2 MW (gross), 7.8 MW (net).

The City has an entitlement interest of 16.7% of the total capacity, energy and environmental attribute rights produced by the facility for 20 years. The plant began commercial operation in November 23, 2010.

Copper Mountain Solar 3 Project. SCPPA, on behalf of the City and LADWP, entered into a power purchase agreement for 250 MW of generating capacity of the Copper Mountain Solar 3 Project, located on the desert plains near Boulder City, Nevada. This energy is transferred to the Marketplace Switchyard, where the Mead -Adelanto transmission line runs to California.

The commercial operation date for the project was declared in April 2015. The agreement expires in April 2035. The City has a 16.0% (approximately 40 MW) entitlement interest in the total capacity, energy and environmental attribute rights produced by the facility.

Don A. Campbell I Geothermal Project. SCPPA, on behalf of the City and LADWP, entered into a power purchase agreement for 16 MW of net generating capacity of the Don A.

Campbell I Geothermal Project located in Nevada. The commercial operation date for the project was declared on December 19, 2014. The agreement expires on January 1, 2034. The City has a 15.38% (approximately 3.845 MW) entitlement interest in the total capacity, energy and environmental attribute rights produced by the facility.

Valley Pumping Plant. In 2002, the City installed a small micro -hydro system to take advantage of a required pressure reduction where the City’s water facilities interface with The Metropolitan Water District of Southern California ( “MWD”) at the Valley Pumping Plant. Peak output of the facility is approximately 550 kW. The micro-hydro system generates power when ATTACHMENT 6
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30 BWP purchases water from MWD. The current drought conditions in California are not expected to have a material impact on the operations of the Valley Pumping Plant.

Burbank Landfill Microturbines. The Burbank Landfill produces landfill gas (“LFG”) that is collected to generate renewable power. Ten Capstone microturbines (of 30 kW capacity each) installed at the site in 2001 and one Ingersoll-Rand microturbine (of 250 kW capacity) installed in 2006 reached their end-of-life in 2014. The site was then repowered in 2020 using microturbines with 800 kW of new generating capacity. The LFG is reliable and sufficient to support 800 kW of power generating capacity. The equipment installed includes necessary gas pretreatment system that will effectively remove undesirable constituents such as moisture, volatile organics, hydrogen sulfide, and siloxanes from the LFG before it is combusted in the power generating equipment. The modernized control system also allows for remote monitoring and control of the operation.

Desert Harvest II Solar Project. In December 2017, the City , along with the Cities of Anaheim and Vernon, entered into a power sales agreement with SCPPA for Desert Harvest Project. The Desert Harvest Project is located in Riverside County, California and began commercial operations in December 2020. Desert Harvest II Solar Project supplies energy and renewable attributes to SCPPA under a twenty-five-year Renewable Energy Credit (REC) + Index structure contract. The City and the Cities of Anaheim and Vernon are the participants. The City contracted to purchase approximately 31.34% of the Desert Harvest II Solar Project’s output.

Solar. The City has distributed generation in the form of behind the meter customer - owned rooftop solar photovoltaic (“PV”) systems throughout the City. As of June 2021, there were 1,014 residential and commercial owned solar PV systems in the City totaling more than 10.4 MW of capacity. The City expects that by 2025, there will be between 15 and 18 MW of cumulative capacity installed in the City with approximately 25,000 to 30,000 MWh of solar generation from customers annually.

Exchange Agreement. On August 3, 2016, the City and Morgan Stanley entered into an energy exchange agreement from April 1, 2017 to March 31, 2022. Under the agreement, the City will receive 23,500 Portfolio Content Category ( “PCC”) 1 qualified renewable energy and associated RECs per year, 23,500 MWh of firm energy and PCC 2 qualified RECs per year, and 9,500 PCC 3 RECs per year. In exchange, the City will be obligated to deliver to Morgan Stanley approximately 131,400 MWh annually of firm energy at a rate of 15 MW per hour. On July 8, 2021, the City and Morgan Stanley entered into another energy exchange agreement from April 1, 2022 to June 30, 2025 for the same terms.

Fuel Supply

Fuel procurement for BWP’s local generation units and the City ’s participation in the SCPPA Magnolia Power Project is addressed as part of its overall energy hedging strategy and undertaken in accordance with the BWP Energy Risk Management Policy. Fuel procurement instruments used include over the counter physical contracts, over the counter financial swap contracts, options, the SCPPA Natural Gas Reserves Project and the SCPPA Prepaid Natural Gas Project (described below), and biomethane contracts. Energy hedging decisions are continuously monitored and reviewed at the Risk Oversight Committee. See “Electric System Initiatives – Wholesale Margins ” below for additional information about the Risk Oversight Committee. The CPUC is authorized to initiate a study on the impact of Aliso Canyon Storage on the reliability of the gas system and/or electric grid reliability. The study is ongoing, but preliminary findings indicate that an alternative will be needed to replace the products and ATTACHMENT 6
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31 services provi ded by Aliso Canyon and that replacement will need to be done in a phased approach. The City will continue to monitor the study and the potential impacts to the City and Electric System. Currently, the use of Aliso Canyon Storage has been limited but there are protocols that allowed for gas withdrawal to meet demand and ensure reliability of the electricity and natural gas systems.

Natural Gas Reserves Project. The City is a participant in SCPPA’s Natural Gas Reserves Project. The Natural Gas Reserves Project includes SCPPA’s leasehold interests in (i) certain natural gas resources, reserves, fields, wells and related facilities located near Pinedale, Wyoming and (ii) certain natural gas resources, reserves, fields, wells and related facilities in (or near) the Barnett Shale geological formation in Texas. The City has an interest in a portion of the production capacity of SCPPA’s leasehold interests in the Natural Gas Reserves Project through a gas sales agreement with SCPPA, which agreement obligates the City to pay for its share of capital costs and costs related to operation and maintenance of the Natural Gas Reserves Project on a “take-or-pay” basis, as well as 100% of the debt service (on a several basis) on bonds issued by SCPPA to finance the City’s share of the costs of development and acquisition of the Natural Gas Reserves Project.

Prepaid Natural Gas Project. The City and several members of SCPPA completed a prepaid natural gas financing to secure another source of long-term supply of gas to provide fuel for the Magnolia Power Project and other gas -fired generation stations. In connection with the prepaid natural gas financing, the City has entered into a natural gas supply agreement with SCPPA pursuant to which the City purchases on a “take-and-pay” basis natural gas acquired by SCPPA pursuant to the terms of a prepaid natural gas sales agreement between SCPPA and J.

Aron & Company (“J. Aron”) at a discount from the spot price over a term of the arrangement (as subsequently restructured) of approximately 27 years beginning on July 1, 2008.

Transmission Resources

Southern Transmission System. The Southern Transmission System is owned by IPA and is one of the major components of IPP. The City is a participant in SCPPA’s Southern Transmission Project, which provides the City with a 4.498% (currently 108 MW) entitlement in the transfer capability of the STS. Among other things, the STS provides for the transmission of energy from the IPP Generating Station to the California transmission grid. The City has a transmission service contract with SCPPA which obligates the City to pay its share of debt service on bonds issued by SCPPA for the project on a “take-or-pay” basis, as well as capital costs and costs related to operation and maintenance. In connection with its entitlement to IPP, the City assigned its entitlement to capacity of the STS to SCPPA, in exchange for which SCPPA agreed to make payments -in-aid of construction of the STS and issued revenue bonds to finance the costs thereof. See “Power Supply-General – Non-Burbank Owned Resources – Intermountain Power Project” herein. The City is a participant in SCPPA’s STS Renewal Project in connection with the IPP Repowering Project. Effective beginning mid-June 2027, the City’s share of the STS will be 4.222%, or 101.33 MW.

Mead-Phoenix Transmission Project, Authority Interest (Multiple Members). The City is a participant in SCPPA’s member -related interest in the Mead-Phoenix Transmission Project, a 256 mile, 500-kV AC transmission line that extends between a southern terminus at the existing Westwing Substation (in the vicinity of Phoenix, Arizona) and a northern terminus at Marketplace Substation, a substation located approximately 17 miles southwest of Boulder City, Nevada. The City has entered into a transmission service contract with SCPPA under which SCPPA has sol d to the City, on a “take-or-pay” basis, its entitlement share of 15.4% (approximately 35 MW) of the ATTACHMENT 6
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32 Authority’s member-related ownership interest in the Mead -Phoenix Transmission Project and which obligates the City to pay its share of capital costs and costs related to operation and maintenance.

Mead-Adelanto Transmission Project, Authority Interest (Multiple Members). In connection with the Mead- Phoenix Transmission Project, the City has an 11.5337% (approximately 101 MW) entitlement to SCPPA’s member-related interest in the Mead-Adelanto Transmission Project, an approximately 202 -mile, 500- kV AC transmission line that extends between a southwest terminus at the existing Adelanto Substation in southern California and a northeast terminus at Marketplace Substation, a substation located approximately 17 miles southwest of Boulder City, Nevada. The City has entered into a transmission service contract with SCPPA, under which SCPPA has sold to the City, on a “take-or-pay” basis, its entitlement of SCPPA’s member-related ownership interest in the Mead- Adelanto Transmission Project. The City’s transmission service contract with SCPPA obligates the City to pay its share of capital costs and costs related to operation and maintenance.

Pacific Northwest-Pacific Southwest 500 kV DC Transmission Line. The DC Intertie is an 850 mile ± 500 kV DC line rated 3,100 MW connecting the Pacific Northwest with the Los Angeles Basin. The line is operated by both LADWP and Bonneville Power Administration (“BPA”). LADWP operates the southern section and BPA operates the northern section. The City and the cities of Glendale and Pasadena participated in the Sylmar Expansion Project, which was completed in 1991 and which provided a 1,100 MW expansion (from 2,000 MW to 3,100 MW) of the DC Intertie’s AC/DC terminal converter station located at Sylmar, California. The City has ownership in 119 MW of capacity at the Nevada- Oregon border. The City currently has excess capacity on this line.

ATTACHMENT 6
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33 Customers and Energy Sales

The following table sets forth the electric revenues derived by the City from sales by classification of services and peak demand during the five fiscal years shown.

Burbank Water and Power
Electric Revenues and Peak Demand
Fiscal Year Ended June 30,
($000’s)

2018 2019 2020 2021
2022
(unaudited)
Electric Revenues from Sales:

Residential $45,387 $43,286 $43,495 $45,553 $43,954
Commercial(1) 48,837 44,485 42,238 39,435 42,876
Large Commercial(1) 74,360 69,916 66,381 58,345 60,846
Other Retail Revenues 7,866 4,699 5,910 6,513 5,747
Total Retail Revenues(2) 176,450 162,386 158,024 149,846 154,304 Wholesale 21,252 21,791 15,422 42,088(3) 21,486
Other Operating Revenues(4) 6,448 8,504 7,274 9,040 8,428 Total Revenues $204,150 $192,681 $180,740 $200,974 $184,218 Peak Demand (MW) 320 302 283 292 246

__________________
(1) Declines in Fiscal Years ended June 30, 2020 and June 30, 2021 are due primarily to the effects of the COVID-19 pandemic. (2) Effective July 1, 2018, instead of passing through the Electric Fund, the in- lieu transfer is accounted for directly in the General Fund.
(3) I ncrease in Wholesale in Fiscal Year ended June 30, 2021 is due to higher demand during extreme weather events during the year. Wholesale uses excess assets to move energy outside of the City’s retail system. See “– Electric System Initiatives – Wholesale Margins.”
(4) Other operating revenues include transmission, telecommunications, intergovernmental, and other misc ellaneous revenues.

Other operating revenues do not include aid-in-construction.

Source: BWP.

The following tables set forth the average number of retail customers and total retail energy sold during the five fiscal years shown.

Burbank Water and Power
Average Number Of Retail Customers
Fiscal Year Ended June 30,

2018 2019 2020 2021 2022
Residential 46,140 46,294 46,098 46,152 46,290
Commercial 6,889 6,920 6,844 6,861 6,880
Large Commercial 81 84 88 84 82
TOTAL 53,110 53,298 53,030 53,097 53,252
________________________
Source: BWP.

ATTACHMENT 6
A6-39

34 Burbank Water and Power
Total Retail Energy Sold
(Millions of kWh)
Fiscal Year Ended June 30,

2018 2019 2020 2021 2022
Residential 274 274 275 287 275
Commercial(1) 534 524 485 448 477
Large Commercial(1) 270 263 260 227 288
TOTAL 1,078 1,061 1,019 962 979
________________________
(1) Declines in Fiscal Years ended June 30, 2020 and June 30, 2021 are due primarily to the effects of the COVID-19 pandemic.

Source: BWP.

Major Customers

The City’s five largest retail electric customers (excluding other City departments) accounted for approximately 15.4% of the City’s energy sales for the Fiscal Year ended June 30, 2022.

The City’s ten largest retail electric customers (excluding other City departments), comprised of large commercial customers, accounted for approximately 20.1 % of the City ’s energy sales for the Fiscal Year ended June 30, 2022.

The City’s 25 largest retail electric customers (excluding other City departments), comprised of large commercial customers, accounted for approximately 27.3 % of the City ’s energy sales for the Fiscal Year ended June 30, 2022.

Electric Rates and Charges

Per Burbank Municipal Code, the utility must remain self -supporting from a financial standpoint and requires rates sufficient to maintain its financial health. Because costs can change suddenly and materially, a regular review and report on rates is necessary. BWP regularly evaluates such information needed to maintain adequate rates and uses such information in its assessment of its rates. Electric rates are established by the City Council and are not currently subject to regulation by the CPUC or by any other state agency. A 1.5% increase originally scheduled to take effect in July 2020 was postponed due to the COVID -19 pandemic. In May 2021, the City Council approved a total overall increase of 2.5%, spread out over two increases of 1.24% each effective October 1, 2021 and April 1, 2022. The rate increases were phased in to allow economic recovery from the COVID -19 pandemic for t he community. In May 2022, the City Council approved a total overall increase of 6.0%, effective July 1, 2022.

Although its rates are not subject to approval by any federal agency, the City is subject to certain provisions of the federal Public Utility Regulatory Policies Act of 1978 (“PURPA”). PURPA requires state regulatory authorities and nonregulated electric utilities, including the City , to consider certain rate- making standards and to make certain determinations in connection therewith. The City believes that it is operating in compliance with PURPA.

The Electric System’s base rates have been changed 10 times over the period beginning January 1, 2011. The City provides no free electric services. The following table sets forth the percentage change in overall system rates since 2011.

ATTACHMENT 6
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35 Burbank Water and Power
Percentage Change in Electric Rates(1)

Effective Date Overall System
01/01/11 2.90%
07/01/12 1.75
07/01/13 1.75
07/01/14 2.90
07/01/15 2.10
07/01/16 2.10
07/01/19 1.00
10/01/21 1.24
04/01/22 1.24
07/01/22(2) 6.00
________________________
(1) Percentage change is based upon immediately preceding rate. (2) The increase effective July 1, 2022 was higher than previous increases due to higher energy prices, investments in future sustainability, higher operating and maintenance expenses driven by inflation and supply chain issues, and a decrease in demand primarily driven by the COVID -19 pandemic.

Source: BWP.

The table below sets forth the weighted average billing price per kWh of the City’s various retail customer classes for the past five fiscal years.

Burbank Water and Power
Weighted Average Retail Billing Price (1)
(Cents per kWh)
Fiscal Year Ended June 30, 2022

2018 2019 2020 2021 2022
Residential 16.57 15.81 15.83 15.86 16.01
Commercial 16.76 15.89 16.07 16.02 16.21
Large Commercial 14.48 13.66 13.93 13.96 14.08
Weighted Average-All
Classes Combined 16.14 15.32 15.46 15.49 15.66
________________________
(1) All weighted average rates exclude Street Lighting Charges. Effective Fiscal Year 2018-19, all weighted average rates no longer include in-lieu transfer. Effective July 1, 2018, instead of passing through the Electric Fund, the in-lieu transfer is accounted for directly in the General Fund. Prior to Fiscal Year 2018-19, this transfer was embedded in the rates. City voters passed Measure T in June 2018 to continue a direct transfer of not more than 7% of BWP’s gross annual sales of electricity to pay for City's essential services.

Source: BWP.

Transfers to Burbank’s General Fund

In accordance with the City Charter, the City Council had a long- standing practice of authorizing annual transfers from the Electric Enterprise Fund to the City’s General Fund in the form of an in-lieu transfer of 5.0% and a street lighting transfer of 1.5% of the City’s gross sales of electricity (exclusive of wholesale sales to other public or privately-owned utilities).

ATTACHMENT 6
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36 The practice of transfer from the Electric Enterprise Fund to the General Fund was challenged by a plaintiff in a complaint filed in June 2016, Christopher Matthew Spencer v. City of Burbank (Case Number: BS162779). In June 2018, the voters of the City passed Measure T, a ballot measure that amended the City of Burbank Charter to continue this practice of annual transfers from BWP’s gross annual sales of electricity, paid by retail electric ratepayers. On October 30, 2018, the plaintiff and the City entered into a settlement agreement in connection with their dispute over these transfers. Pursuant to the approval in Measure T, the City receives a 7% In-lieu of Taxes on electric retail revenues that is accounted for directly in the General Fund and is not reflected in the Electric Fund’s financial statements. This amount for the year ended June 30, 2022 is Electric in-lieu of $8,485,000 and Street Lighting transfer of $2,314,000.

ATTACHMENT 6
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37 Historical Net Revenues and Statement of Net Position of the Electric System The following two tables set forth (i) summaries of net revenues of the Electric System for the five Fiscal Years ended June 30, 2022 together with debt service coverage ratios with respect to BWP’s Electric System revenue bonds and (ii) the statement of net position of BWP’s Electric System for the five Fiscal Years ended June 30, 2022.

Burbank Water and Power
Historical Net Revenues and Debt Service Coverage
Fiscal Year Ended June 30,
($000’s)

2018 2019 2020 2021
2022
(unaudited)
Operating revenue:

Retail $176,450 $162,386 $158,024 $149,846 $154,304 Wholesale(1) 21,252 21,791 15,442 42,088 21,486
Other Operating Revenues(2) 6,448 8,504 7,274 9,040 8,428 Total Operating Revenue $204,150 $192,681 $180,740 $200,974 $184,217

Operating expenses:

Retail (Fuel, Purchased Power and
Power Operations)(3) $87,759 $97,292 $96,718 $93,250 $111,102 Wholesale(1) 19,045 20,273 14,126 34,197 18,845
Other (Distribution and Other O&M) 51,461 48,891 49,647 47,147 43,466 Optional advanced pension
payment(4) -- -- 3,511 2,750 2,750
Total Operating Expenses(5) $158,265 $166,456 $164,002 $177,402 176,163

Operating income/(loss) $45,885 $26,225 $16,738 $23,572 $8,055 Other non-operating income(6) 1,049 2,573 2,800 2,375 1,541 Net Income Available for Debt Service
(a) $46,934 $28,798 $19,538 $26,005 $9,596

In-Lieu of Taxes (b)(7) $8,821 $0 $0 $0 $0
Net Debt Service (c)(8) $8,621 $7,534 $7,472 $3,403 $3,403 Rate Covenant Coverage
(Prior to In-Lieu) (a)/(c) 5.44x 3.82x 2.61x 7.64x 2.82x Revenues Available After Debt
Service (a)-(b)-(c) $29,492 $21,264 $12,066 $22,605 $6,193 ________________________
(1) Increase in Wholesale in 2021 is due to higher demand during extreme weather events during the year. Wholesale uses excess assets to move energy outside of Burbank’s retail system. See “– Electric System Initiatives – Wholesale Margins.”
(2) Other operating revenues include transmission, telecommunications, intergovernmental income, and other miscellaneous revenues.
(3) Increase in Retail Operating Expenses in Fiscal Year 2021-22 is primarily due to higher energy prices, coal supply issues at Intermountain Power Project, and one-time repairs for the Lake generating unit. (4) During the Fiscal Year 2020-21 audit, the amount of optional advanced payment to CalPERS to reduce the City’s unfunded actuarial liability for Fiscal Year 2019-20 and Fiscal Year 2020-21 was reclassified from non- operating expense to operating expense.
(5) Operating expenses exclude depreciation, in lieu of taxes, and interest expense. (6) Other non-operating income includes interest income and other non- operating revenues, less other non-operating expenses. Other non-operating income does not include capital contributions, Build America Bonds subsidy, and ATTACHMENT 6
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38 non-cash adjustments to record market value adjustment for investment per GASB 31 and market value adjustment for pension per GASB 68.
(7) Effective July 1, 2018, instead of passing through the Electric Fund, the in-lieu transfer is accounted for directly in the General Fund.
(8) Represents net debt service on outstanding Bonds. Annual debt service for Fiscal Years 2020-21 and 2021-22 were much lower due to early redemption of the 2010A Electric Revenue Bonds.

Source: BWP.

ATTACHMENT 6
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39 Burbank Water and Power
Statement of Net Position
Fiscal Year Ended June 30,
($000’s)

2018 2019 2020 2021
2022
(unaudited)
ASSETS
Current and regulatory assets:

Cash and cash equivalents $89,425 $77,320 $65,230 $85,228 $81,009 Accounts receivable, net 17,129 17,822 14,930 21,974 17,176 Inventories 6,300 7,538 7,102 8,747 9,084
Derivative instruments -- -- -- -- 7,098
Deposits and prepaid expenses 31,341 31,243 31,830 17,104 16,164 Interest receivable 403 403 259 159 285
Regulatory costs to be recovered in one year 98 75 51 14 -- Restricted nonpooled investments 5,682 5,896 -- -- -- Total current and regulatory assets 150,378 140,297 119,402 133,226 130,816 Noncurrent and regulatory assets:

Interfund receivable -- -- 6,450 6,450 --
Regulatory costs for future recovery 108 43 3 -- --
Leases receivables -- -- -- 4,859 4,557
OPEB assets(1) -- -- -- -- --
Total noncurrent and regulatory assets 108 43 6,543 6,450 270 Capital assets:

Land -- -- 2,734 2,734 2,734
Rights to purchase power -- -- 1,335 1,335 1,335
Utility plant and equipment 530,798 566,059 593,579 621,291 642,038 Construction in progress 43,225 41,898 34,020 29,527 36,323 Total utility plant and equipment 574,022 607,957 631,668 654,887 682,430 Less accumulated depreciation (283,207) (301,451) (320,861) (339,915) (361,012) Net utility plant and equipment 290,815 306,506 310,807 314,972 321,418 Deferred outflows of resources:

Deferred amounts from pensions 21,779 14,603 13,795 14,001 10,925 Deferred amounts from OPEB 690 682 1,118 1,214 4,111
Total deferred from pensions and OPEB 22,469 15,285 14,913 15,215 15,036 Total assets & deferred outflows of resources $463,740 $462,131 $451,575 $474,721 $471,827

LIABILITIES AND FUND EQUITY
Current Liabilities:

Accounts payable and accrued expenses $10,088 $6,768 $7,624 $13,059 $12,625 Bond interest payable 361 344 284 279 275
Lease liability -- -- -- 155 210
Interfund payable 661 167 172 12 --
Customer deposits 9,302 11,481 4,095 8,535 16,980
Unearned revenue 6,440 -- -- -- --
Current portion of revenue bonds payable, net 4,280 4,485 1,090 1,145 -- Current portion of compensated absences 357 335 280 305 328 Total current liabilities 31,489 23,580 13,545 23,490 30,417 Noncurrent liabilities:

Revenue bonds payable 70,340 65,470 53,665 52,497 52,499 ATTACHMENT 6
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40 Compensated absences 4,794 5,414 6,214 6,922 6,688 Regulatory credits -- -- 490 327 302
Net OPEB liability(1) 5,441 5,387 3,382 3,766 --
Net pension liability 78,580 73,226 74,938 75,580 33,366 Total non-current and regulatory liabilities 159,155 149,497 138,689 139,092 92,855 Deferred inflows of resources:

Deferred amounts on pensions and OPEB(2) 5,610 5,557 5,864 2,864 36,231 Deferred amount from leases -- -- -- 5,153 4,859
Derivative Instruments -- -- -- -- 7,098
Regulatory credits 1,927 584 -- -- --
Total deferred inflows of resources 7,537 6,141 5,864 8,017 48,187 Total liabilities and deferred inflows of
resources 198,181 179,218 158,098 171,917 172,509
Fund equity:

Total net position 265,559 282,913 293,476 302,991 299,318 Total liabilities and net assets $463,740 $462,131 $451,575 $474,908 $471,826

________________
(1) In Fiscal Year 2017-18, the City implemented GASB Statement No. 75, “Accounting and Financial Reporting for Postemployment Benefit Other Than Pension Plans.”
Source: BWP.

ATTACHMENT 6
A6-46

41 Capital Improvements

The City has a capital improvement program designed to meet load requirements, repair and replace facilities as needed, and satisfy new safety and regulatory requirements. All capital improvements are normally considered and adopted as part of the City’s annual budget process, although additional capital expenditures may be approved as needed. The City currently expects to finance such capital improvements through a combination of bond financing, governmental grants and a “pay-as-you-go” basis.

The following table is a summary of the City’s current Five-Year Capital Improvement Program for the Electric System. The 2023 Bonds are expected to finance a portion of the capital improvements shown below. However , a portion of the 2023 Electric Project, consisting of two electrical substations , is not accounted for in the table below because the substations were presented to the BWP Board subsequent to current annual budget approval.

Burbank Water and Power
Five-Year Capital Improvement Program
(Fiscal Years Ending June 30)
($000s)

2023
(Adopted)
2024
Forecast
2025
Forecast
2026
Forecast
2027
Forecast
Total
Forecast
Power Supply Improvement Projects 13,020 1,290 5,850 5,340 5,200 30,700 Distribution Expansion Projects 3,636 1,992 2,699 5,124 4,375 17,827 Distribution Replacement Projects 33,803 11,125 18,685 13,167 13,026 89,806 New Customer Projects/AIC 7,213 11,434 11,830 7,015 7,183 44,675 Customer Service and others 5,266 1,904 1,768 5,917 1,757 16,611 Capital Outlay and other 3,548 7,526 6,261 4,657 4,165 26,156 Total CIP 66,485 35,272 47,093 41,219 35,705 225,774 ________________________
Source: BWP.

ATTACHMENT 6
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42 Indebtedness; Joint Powers Agency Obligations

Electric System Revenue Bonds. As of June 30, 2022, the 2010B Bonds were outstanding in the principal amount of $ 52,665,000, and they are secured by and payable from Electric Net Revenues on a parity basis with the 2023 Bonds.

Joint Powers Agency Obligations. As described herein, the City contracts with IPA and SCPPA. Obligations of the City under the agreements with IPA and SCPPA constitute Electric Operating Expenses payable prior to any of the payments required to be made on the Bonds and any Parity Debt.

IPA and SCPPA have issued joint powers agency debt to finance the costs of certain projects on behalf of the respective project participants. Agreements between the City and IPA and the City and SCPPA (other than the agreement relating to SCPPA’s Prepaid Natural Gas Project bonds) are on a “take-or-pay” basis, which requires payments to be made whether or not applicable projects are operating or operable, or whether the output from such projects is suspended, interfered with, reduced, curtailed or terminated in whole or in part. In addition, all of these agreements (other than the agreements relating to SCPPA’s Prepaid Natural Gas Project bonds and the Natural Gas Reserves Project bonds) cont ain “step up” provisions obligating the City to pay its relevant share following a failure to pay by a defaulting participant.

The City’s participation and share of principal obligations (without giving effect to interest due on the obligations or any “step up” provisions) for each of the joint powers agency projects in which it participates are shown in the following table.

ATTACHMENT 6
A6-48

43 Outstanding Debt of Joint Powers Agencies and Burbank’s Share (As of November 1, 2022)

Principal
Amount of
Outstanding Debt
City’s
Participation (1)
City’s Share of
Principal Amount of
Outstanding Debt (2)
Intermountain Power Agency
Intermountain Power Project (IPP)(3) $51,056,667 3.371% $1,721,120 Renewal Project 842,605,000 3.334 28,092,451
Southern California Public Power Authority
Southern Transmission System 179,360,000 4.498 8,067,613 Magnolia Power Project(4) 220,510,000 32.350 71,334,985 Milford Wind Corridor Phase I 86,215,000 5.000 4,310,750 Prepaid Natural Gas Project(5) 258,460,000 33.000 85,291,800 Natural Gas Project 10,960,000 100.000 10,960,000
Tieton Hydropower Project 32,025,000 50.000 16,012,500 Subtotal 787,530,000 195,977,648
Total $1,681,191,667 $225,791,219
________________________
(1) Obligation is subject to increase upon default of another project participant (other than with respect to SCPPA’s Prepaid Natural Gas Project bonds and the Natural Gas Project bonds). (2) Excludes interest on the debt.
(3) Includes bonds, subordinate notes and line of credit. This does not includes the City ’s share of the IPP Excess Power Sales Agreement. Refer to “THE ELECTRIC SYSTEM – Non-Burbank Owned Resources – Intermountain Power Project” for further information.
(4) Excludes bonds relating solely to City of Cerritos. (5) The Prepaid Natural Gas Project is a “take-and-pay” contract. Payments by the City are contingent upon the delivery of gas.

Source: BWP.

For the Fiscal Year ended June 30, 2022 , the City’s payments of debt service on its joint powers agency obligations aggregated approximately $14. 6 million. Annual debt service on the City’s joint powers agency obligations is expected to decrease from this level and decline to approximately $3.3 million in the Fiscal Year ended June 30, 2041. This projection assumes no future debt issuances. Unreimbursed draws under liquidity arrangements supporting joint powers agency variable rate debt obligations bear interest at a maximum rate substantially in excess of the assumed rates stated above and may be subject to repayment to the liquidity provider over a significantly shorter period than the originally scheduled payment of principal on the related bonds. Interest rate swap agreements entered into by joint powers agencies in connection with hedged variable rate joint powers agency obligations may be subject to early termination. In the event of early termination of a joint powers agency interest rate swap agreement, the joint powers agency could be obligated to make a substantial payment to the applicable swap provider a corresponding amount of which termination payment (proportionate to each project participants’ participation share in the related project) could be due from the applicable project participants.

Electric System Initiatives

Competitiveness Transition Plan. In 1998, the BWP Board and the City Council adopted, and has subsequently from time to time updated, its “Competitiveness Transition Plan” (as updated, the “Plan”) in response to the then anticipated impacts of deregulation in California.

The City has never granted open access for City customers.

These goals have been adopted to fulfill the Plan:

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44 • Maintain competitive and stable rates for all customer classes; • Optimize use of assets, manage costs, and increase reserves; • Maintain sound financial policies to ensure BWP’s financial stability; • Ensure that BWP is competitive with other Western utilities; and • Uphold standards of customer service and reliability.

Power Supply Resources. The availability of local generation through existing facilities (the cost of which is more economic during periods of high cost in the power market) as well as the additional facilities utilizing state-of-the-art natural gas-fired technology (including the Lake 1 Unit and the Magnolia Power Project) are designed to allow the City to more efficiently dispatch local generation and to hedge against future market volatility in energy prices. In addition, utilizing local generation generally improves regional electric reliability because it does not depend on long-distance interstate transmission lines.

The City has taken the following actions to serve its customers and to mitigate the impact of recent changes in its power supply resource portfolio:

Integrated Resource Plan (“I
RP”). The City Council approved the most recent IRP,
the 2019 IRP, on December 11, 2018, which focuses on decisions impacting coal fired generation and the addition of cost -effective renewable energy in an environment of reduced load growth. It also recognizes the need to plan for the continued reduction in greenhouse gases and outlines the strategy to meet the RPS requirement.

Forward Purchases and Energy Risk Management .

BWP has developed short -
term as well as long- term ener gy procurement strategies to reduce price risks and volatility. These strategies are monitored by BWP management utilizing the Energy Risk Management Policy originally adopted in 2003 and last amended in 2022.

Renewable Energy. As described under “– Renewable Energy Resources” above, the City Council has adopted a RPS policy consistent with State law. For the Fiscal Year ended June 30, 2022, the City is on track to meet the Renewables Portfolio Standard of

38.5% for calendar year 2022 and can carry forward an excess of 13% of renewable energy credits into future years . As the City expects that the cost of renewable energy, relative to other energy options, may be greater, the acquisition of addition renewable resources may result in increased costs to the City and may require future rate increases, which are subject to City Council review and approval.

W
holesale Margins. Wholesale margins for the Fiscal Year ended June 30, 2022 were $2,641,000. Wholesale margins continue to contribute to the City ’s financial performance by reducing the utility’s overall power supply costs. Wholesale trading opportunities exist because the City is able to market BWP’s excess capacity, energy or transmission. The City believes that wholesale transactions are low risk because they are short-term (e.g., mostly less than 30 days), and not open-ended transactions. The trading risks are also mitigated through the adoption of the Energy Risk Management Policy, the formation of the Risk Oversight Committee ( “ROC”) and oversight by the Financial Planning and Risk Manager. The ROC meets regularly to review counterparty credits and transactions. Voting members of the ROC include the General Manager, Chief Financial Officer, Assistant General Manager/Power Supply, Energy Control Center Manager, Power Production Manager, Power Resource Manager, and Financial Planning and Risk Manager.

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45 Financial Reserves. BWP management initially developed a financial reserve policy to maintain its long-term rate stability in May 2003 and last updated it in 2017. Financial reserves are established for general operating expenses, debt repayment and capital funding, fleet replacement and general plant replacement. Under the financial reserve policy, BWP’s minimum financial reserve level is set at approximately $42.7 million and recommended financial reserve level is set at approximately $73.0 million. The City maintained unrestricted reserves of $79.5 million and restricted reserves of $13.1 million as of June 30, 2022.

Customer Relations. BWP’s relationship with its customers and the broader residential and business community in the City continues to be an important focus of all utility interactions.

As the utility moves towards more renewable energy, which is intermittent in nature and as customers continue to electrify their transportation and homes, BWP’s ability to educate, engage, and work with customers to adopt beneficial electrification and to manage and shape load will grow increasingly important.

In late 2020, BWP’s marketing group began pursuing an omni-channel marketing strategy with an emphasis on digital and social media channels to broaden its reach. This has resulted in greater opportunities for engagement with both residential and commercial customers about key issues such as COVID-19 relief, water conservation, and new EV rebate programs. Seventy-six percent of customers in the latest residential survey rated outbound communications as highly satisfactory, and BWP recently won two national awards from the American Public Power Association (“APPA”). APPA recognized BWP in print/digital and web/social media categories with Awards of Excellence. The City has maintained an outstanding system -wide reliability statistic. For Fiscal Year 2021-22 , the system average interruption was only 14.96 (SAIDI) minutes per customer. A low frequency of outages helped minimize the system average outage duration. The City outage frequency rate was approximately 0.3612 (SAIFI) outages per customer every year.

Local Economic Developments Affecting the Electric System. There have been increased development and service requests including large site developments, major housing developments, and accessory dwelling units during recent years and this trend is expected to continue in the years to come. In the last decade, BWP has energized about 400 new residential units. Based on the current proposed development, BWP is on the path to energize more than 2,000 new residential units in the next three to four years.

Environmental Regulation

Utilities such as the Electric System are subject to continuing environmental regulation.

Federal, State and local standards and procedures which regulate the environmental impact of utilities are subject to change. These changes may arise from continuing legislative, regulatory and judicial action regarding such standards and procedures. Consequently, there is no assurance that the Electric System or any City facility or project will remain subject to the regulations currently in effect, will always be in compliance with future regulations or will always be able to obtain all required operating permits. An inability to comply with environmental standards could result in additional capital expenditures, reduced operating levels or the shutdown of individual units not in compliance. In addition, increased environmental regulations have, and may in the future, create certain barriers to new facility development and require modification of existing facilities and may result in additional costs for affected resources. The City cannot predict at this time whether any additional legislation or rules will be enacted which will affect the City’s operations, including the Electric System managed by BWP, and if such laws ATTACHMENT 6
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46 or rules are enacted, what the costs to the City might be in the future because of such action.

See “FACTORS AFFECTING THE ELECTRIC SYSTEM AND THE ELECTRIC UTILITY INDUSTRY” and “RISK FACTORS” below.

FACTORS AFFECTING THE ELECTRIC SYSTEM AND THE ELECTRIC UTILITY INDUSTRY

The following regulatory programs affect the Electric System and the electric utility industry and should be considered when evaluating an investment in the 2023 Bonds. The City cannot predict at this time whether any additional legislation or rules will be enacted which will affect the Electric System's operations, and if such laws or rules are enacted, what the costs to BWP might be in the future because of such action.

California Climate Change Policy Developments

State regulatory agencies such as the California Air Resources Board ( “CARB”) and the California Energy Commission (“CEC”) are pursuing a number of regulatory programs designed to reduce Greenhouse Gas ( “GHG”) emissions and encourage or mandate renewable energy generation. The following is a summary of certain programs. See also “– Environmental Regulation and Permitting Factors.”

GHG Regulations. The California Global Warming Solutions Act of 2006, Assembly Bill 32 (“AB 32”), which became effective on January 1, 2007, created a comprehensive, multi -year program to reduce GHG emissions in California. This law required a reduction in GHG emissions from within the State by 2020 in order to reduce such emissions back to 1990 levels , which represents a reduction of approximately 25% Statewide. In September 2016, then- Governor Brown signed into law an amendment to the Global Warming Solutions Act, SB 32, that consistent with Executive Order B- 30-15, extended the goals of AB 32 and set a 2030 goal of reducing emissions by 40% from 2020 levels.

CARB implemented the Global Warming Solutions Act through regulations (the “Cap-and- Trade Regulations”) that took effect in 2012 which imposed aggregate emissions limitations on the electricity generation industry in the State and allocates the aggregate emissions limit through the distribution of allowances, or emission credits.

The Cap- and-Trade Regulations require all regulated entities, including the City with respect to the Electric System , to obtain and submit to CARB allowances and/or offsets with respect to GHG emissions relating to its State generation activities, as well as for imported electricity from dedicated out-of-state resources such as the IPP. In addition, BWP may indirectly bear compliance costs for independent generators that must purchase allowances for their generation.

BWP, like other electric utilities, receives administrative allocations of allowances for some of their expected GHG emissions. Entities that emit GHGs at levels above those for which they receive administrative allocations, if any, must purchase the additional allowances they require at the CARB auctions or from other covered entities with surplus allowances. BWP believes that, if its administratively -granted free allowances were not sufficient to authorize all of BWP's generation and purchases of electricity from fossil fuel-fired sources, BWP could obtain any other required allowances by participating in the CARB auctions or the secondary market.

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47 In July 2017, then-Governor Brown signed into law AB 398 to extend the State's Cap-and- Trade Regulations from 2021 to 2030. The bill cleared both houses with a 2/3 supermajority vote, which protects the legislation from certain legal challenges. Under AB 398, CARB is directed to address the following: establish a price ceiling, offer nontradeable 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 overallocation concerns, set industry assistance factors for allowance allocation, and establish allowance banking rules. AB 398 was passed in conjunction with two companion bills: AB 617, which strengthens the monitoring of criteria air pollutants and toxic air contaminants in local communities, and Assembly Constitutional Amendment No. 1 (ACA -1), which establishes the Greenhouse Gas Reduction Reserve Fund. In December 2018, CARB approved amendments to the Cap -and-Trade Regulations to make the cap- and-trade program consistent with AB 398 requirements. As of June 2022, BWP has sufficient allocated greenhouse gas allowances for its retail sales and is committed to comply with the amendments. BWP does not expect such amendments to have a material adverse effect on the operations or financial condition of the Electric System.

GHG Emissions Performance Standard and Financial Commitment Limits. Pursuant to SB 1368, which became effective as law on January 1, 2007, the CEC adopted a GHG emissions performance standard (“EPS”) for electric generating facilities of 1,100 pounds of CO2 per MWh for “covered procurements” by publicly-owned electric utilities (“POUs”), such as BWP.

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 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 is designed and intended to extend the life of the plant by more than five years or results in an increase of 50 MW or more in its rated capacity. “Baseload generation” means a power plant that is intended to operate at an annualized capacity factor of 60 percent or more. The primary effect of SB 1368 on the Electric System has been the planned conversion at IPA from coal -fired power plants to combined cycle natural gas units by July 1, 2025. See “THE ELCTRIC SYSTEM – Non-Burbank Owned Resources – Intermountain Power Project.”

California Renewable Portfolio Standard (RPS). The State's legislature and executive branch have been active in promoting increasingly stringent renewable energy procurement requirements since 2002. Early efforts established a standard of 20% of renewable electricity generation by 2017. Since then, both legislative and executive branch initiatives have raised that standard in multiple phases.

On April 12, 2011, then-Governor Brown signed into law the California Renewable Energy Resources Act, or SBX 1 -2: SBX 1 -2 established procurement targets for three compliance periods to be implemented by the procurement plan: 20% of the utility's retail sales were to be procured from eligible renewable energy resources by December 31, 2013; 25% by December 31, 2016; and 33% by December 31, 2020. BWP was in compliance with its targets for each such compliance period.

In October 2015, then -Governor Brown signed into law SB 350, which requires retail sellers and POUs, such as BWP , to make reasonable progress each year to ensure it achieves 40% of retail sales from eligible renewable energy resources by December 31, 2024, 45% of retail sales from eligible renewable energy resources by December 31, 2027, and 50% of retail sales from eligible renewable energy resources by December 31, 2030.

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48 In September 2018, then- Governor Brown signed into law SB 100, further increasing statewide RPS targets by requiring retail electric sellers and POUs, such as BWP, to procure a minimum quantity of electricity products from eligible renewable energy resources so that the total kWhs of those products sold to retail end-use customers achieve 44% of retail sales by December 31, 2024, 52% of retail sales by December 31, 2027, and 60% of retail sales by December 31, 2030. In addition, SB 100 establishes that it is the policy of the State that eligible renewable energy resources and “zero-carbon resources” supply 100% of retail sales of electricity to State end-use customers by December 31, 2045. Defining resources that constitute a “ zero-carbon resources” will be subject to further regulatory proceedings of the CEC and CARB. The author of SB 100, Senator Kevin De Leon, signed a letter to the journal that was filed on August 31, 2018, indicating that the au thor's intent was to include existing resources that do not produce GHG emissions, such as large hydro and nuclear resources, besides renewables, in the definition of a “zero-carbon resources.” The CEC has adopted updates to the RPS Enforcement Procedures for Publicly Owned Utilities which incorporate requirements set forth in SB 350 and SB 100, among other enacted bills. This includes implementing a major provision from SB 350 pertaining to long- term procurement of renewable resources, which requires, beginning January 1, 2021, that at least 65% of RPS procurement must be from contracts of 10 years or more in duration or in ownership or ownership agreements. The updated regulations were adopted by the CEC on December 22, 2020 and approved by the California Office of Administrative Law with an effective date of July 12, 2021. BWP continues to be on track to meet RPS compliance requirements. For calendar year 2021, BWP met the RPS of 35.75% . The Electric System is on track to meet the RPS of

38.5% for the calendar year 2022. BWP will continue to negotiate and secure contracts to meet the RPS requirements set by the State.

In September 2022, the legislature passed and Governor Newsom signed into law on September 16, 2022, SB 1020, the Clean Energy, Jobs, and Affordability Act of 2022, which revised State policy to instead require 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 all retail sales of electricity to California end- use customers by December 31, 2040, 100% of all retail sales of electricity to California end-use customers by December 31, 2045, and 100% of electricity procured to serve all State agencies by December 31, 2035.

Renewable Energy Policy Development. SB 1389, Bowen and Sher, Chapter 568, Statutes of 2002) requires the California Energy Commission to:

“[C]onduct assessments and forecasts of all aspects of energy industry supply, production, transportation, delivery and distribution, demand, and prices. The Energy Commission shall use these assessments and forecasts to develop energy policies that conserve resources, protect the environment, ensure energy reliability, enhance the state's economy, and protect public health and safety.” (Pub. Res. Code § 25301(a)).

The CEC adopt s an Integrated Energy Policy Report ( “IEPR”) every two years and an update every other year. The most recent update, the 2021 IEPR, built upon the goals and work responding to AB 758 (Skinner, Chapter 470, Statutes of 2009), SB 350 (De León, Chapter 547, Statutes of 2015), AB 3232 (Friedman, Chapter 373, Statutes of 2018), and the 2019 IEPR to further a comprehensive approach toward decarbonizing buildings in a cost -effective and equitable manner.

Legislation and Court Action Relating to Wildfires. In September 2016, then-Governor Brown signed into law SB 1028, which requires each POU, including BWP, each IOU and each ATTACHMENT 6
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49 electric cooperative in the State to 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. Effective January 1, 2017, SB 1028 required the governing board of each POU to make an initial determination of whether its overhead electric lines and equipment pose a significant risk of catastrophic wildfire based on historical fires and local conditions. POU governing boards must independently make this determination based on all relevant information, including the CPUC's Fire Threat Map which was adopted by the CPUC in January 2018.

Historically, the overhead electrical lines and equipment have not posed a signi ficant risk of causing a catastrophic wildfire. However, prior to the enactment of SB 1028, BWP had already employed proactive fire prevention measure since 2008, which includes construction standards, a vegetation management program, and an inspection and maintenance program.

SB 901, which was signed into law in September 2018, amends certain provisions of SB 1028. SB 901 requires, among other things, POUs, such as BWP, to prepare before January 1, 2020 and annually thereafter, a wildfire mitigation plan. SB 901 requires the POU to contract with a qualified independent evaluator to review and assess the comprehensiveness of its plan. The report of the independent evaluator is to be made available to the public and presented at a public meeting of the POU's governing board. BWP updates its wildfire mitigation plan on an annual basis, with comprehensive revisions and independent evaluator reviews occurring every three years. An independent evaluator presented its report of BWP’s wildfire mitigation plan to the City Council on October 27, 2020 and concluded that BWP’s wildfire mitigation plan is comprehensive, meets the statutory requirements listed in Public Utilities Code section 8387, and has elements that align with industry standards and practices . BWP mos t recently presented its wildfire mitigation plan including a summary of its independent evaluator's assessment to the City Council on June 7, 2022.

In 2017, the CPUC adopted a work plan for the development and adoption of the CPUC Fire-Threat Map. On the CPUC Fire-Threat Map, any area in a Tier 2 fire-threat area is depicted as an “elevated risk (including likelihood and potential impacts on people and property) from utility associated wildfires” and any area in a Tier 3 fire- threat area is depicted as an “ extreme risk (including likelihood and potential impacts on people and property) from utility associated wildfires.” BWP has service territory designated as Tier -2 fire threat area in the foothills of the Verdugo mountains, but it does not have any Tier-3 fire threat areas in its service area. Based on BWP’s 2022 wildfire mitigation plan, approximately 5.4% of the BWP’s overhead distribution power lines fall within a Tier 2 area. In the applicable Tier 2 area, BWP continues to construct, maintain, and operate its electric lines and equipment in a manner that reduces the risk of wildfire.

Mitigation measures identified in BWP’s wildfire mitigation plan address various components of its electrical equipment in the Tier 2 area including design and construction, inspection and maintenance, operational practices, and situational/conditional awareness. BWP has employed a robust vegetation management program and is also continuing to improve its distribution construction standards with plans to replace additional wooden pole assets with alternative material poles thereby equipping poles for high wind loads and fire damage resistance, install covered conductors where feasible, and replace conventional fuses with non- expulsive fuses to further mitigate wildfire risk exposure.

I
n April 2019, Governor Newsom released a report of findings of an appointed working group examining the State's wildfires and associated liability. The report provided recommendations for changes in State fire prevention and response and suggested an exploration of a new model for paying wildfire
-
related costs. AB 1054, which was signed into law
by Governor Newsom in July 2019, codifies some of the recommendations of such report. AB 1054 requires POUs to submit their wildfire mitigation plans for annual review to a newly created ATTACHMENT 6
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50 California Wildfire Safety Advisory Board, with comprehensive revisions submitted every three years. BWP submitted its wildfire mitigation plan to the California Wildfire Safety Advisory Board on June 5, 2020 and every year thereafter by July 1. The California Wildfire Safety Advisory Board published its guidance advisory opinion for Publicly Owned Utilities on December 15, 2020 and found BWP's wildfire mitigation plan to be comprehensive with clear descriptions of its relevant programs. BWP submitted incremental updates to the Wildfire Safety Board that were due by July 1, 2021. The California Wildfire Safety Advisory Board published its recommendations on the 2022 Wildfire Mitigation Plan Guidelines on February 23, 2022. BWP is required to provide its next comprehensive updates to BWP's wildfire mitigation plan for Wildfire Safety Advisory Board submittal by July 1, 2023.

AB 1054 also establishes a new wildfire fund for IOUs to pay for eligible claims arising from future covered wildfires. Participation in the wildfire fund is exclusive to IOUs. Governor Newsom's working group's report also identified the concept of changing the strict liability standard under the State's inverse condemnation law to a fault -based liability standard. BWP continues to monitor State level legislative activity for potential updates regarding strict liability. It is not yet known what impact any potential actions resulting from this report may have on the finances or operations of the Electric System.

A number of wildfires have occurred in the State in the last five years. Under the doctrine of inverse condemnation (a legal concept that entitles property owners to just compensation if their property is damaged by a public use), California courts have imposed liability on utilities in legal actions brought by property holders for damages caused by such utilities' infrastructure.

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, No. S243247 (Cal. Aug. 15, 2019) involving damages related to sewage overflows from a city sewer system, the California Supreme Court issued a rare but narrow decision regarding inverse condemnation liability. The residential property owner in that case failed to install a mandatory sewer backflow device, allowing the court to conclude the absence of that device was the substantial cause of the damages to the residence. The property owner was unable to prove 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 existing legal doctrine relating to utilities' liability for wildfires. How any future legislation or judicial decisions address the State's inverse condemnation and liability issues for utilities in the context of wildfires in particular could be significant for the electric utility industry, including BWP.

Environmental Regulation and Permitting Factors

General. Numerous environmental laws and regulations affect the Electric System's facilities and operations. BWP monitors its compliance with laws and regulations and reviews its remediation obligations on an ongoing basis. The following topics highlight some of t he major environmental compliance issues affecting the Electric System:

Air Quality-Nitrogen Oxide (“NOx”) Emissions. BWP fully owns and operates two utility boiler units (Olive 1 and 2) and one simple cycle electric generating unit (Lake Gas Turbine).

SCPPA owns the Magnolia Power Project, a combined cycle electrical power generating facility, operated by BWP. These four Los Angeles Basin power plants are subject to the Regional Clean Air Incentives Market ( “RECLAIM”) NOx regulations adopted by the Southern California Air Quality Management District (“SCAQMD”). In accordance with these regulations, the SCAQMD ATTACHMENT 6
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51 established annual NOx allocations for stationary source facilities based on historical emissions with a declining emissions cap. These allocations are in the form of RECLAIM trading credits (“RTCs”). Facilities can comply with RECLAIM by purchasing RTCs from the RECLAIM market, installing emission controls, and/or reducing operations. BWP has installed emission control equipment at its power plants to reduce NOx emissions. The Los Angeles Basin Stations are all equipped with emission control equipment. As a result of the installation of NOx control equipment and the modernization of existing electric generating units, BWP has had sufficient RTCs to meet its native load requirements for normal operations under the NOx RECLAIM regulation.

In March 2017, the SCAQMD adopted the 2016 Air Quality Management Plan and included a control measure to achieve an additional five tons per day NOx reduction as soon as feasible but no later than 2025, and to transition the RECLAIM program to a command-and-control regulatory structure requiring Best Available Retrofit Control Technology ( “BARCT”) as soon as feasible. Once the RECLAIM program goes away, no RTCs will be required under the command- and-control regulatory structure. Although the command and control regulations have stricter NOx limits, BWP can meet it by retrofitting the Lake Unit. The Magnolia Power Project and the Olive Units already meet the command and control NOx limits.

In July 2017, then-Governor Brown approved AB 617 which addresses criteria pollutants (including NOx) and toxic air contaminants at stationary sources. RECLAIM facilities are subject to the BARCT requirements of AB 617.

BWP has been participating in RECLAIM working group meetings related to the transition from the market-based RECLAIM program to a command-and-control regulatory structure. The RECLAIM program was originally scheduled to end on December 31, 2023 but is now expected to extend past 2025 after the EPA's approval of the State Implementation Plan and the resolution of outstanding issues with the New Source Review ( “NSR”) Program. The Los Angeles Basin Stations will transition from RECLAIM to a source -specific NOx rule for electric generating units that will include NOx limits reflecting BARCT. SCAQMD Rule 1135, the “command -and-control” rule for electric generating units, was adopted on November 2, 2018. Instead of receiving an annual allocation of emission credits, electric generating units will be required to meet a NOx emission limit. The NOx emission limit for simple cycle gas turbines is 2.5 parts per million (“ppm”) while the NOx emission limit for combined cycle gas turbines is 2.0 ppm. To comply with the new NOx limit of 2.5 ppm for simple cycle gas turbines, the existing selective catalytic reduction equipment for BWP's simple cycle combustion turbine (Lake Gas Turbine) is being replaced. The Magnolia Power Project and Olive generating units already meet the NOx limits. BWP does not expect the modifications to have a material adverse effect on the operations or financial condition of the Electric System. The upgrades are expected to be completed well before the Rule 1135 compliance date of December 31, 2023. Failure to meet the NOx limits by the compliance date will prohibit out-of-compliance generating units from operating. On January 7, 2022, Rule 1135 was amended to include additional startup and shutdown provisions.

Regulatory Actions Under the Clean Air Act. The United States Environmental Protection Agency (the “ EPA”) regulates 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 from the new or modified stationary source. Title V permits are operating permits for major sources that consolidate all Clean Air Act requirements (arising, for example, under the ATTACHMENT 6
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52 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.

On October 23, 2015, the EPA, under the Obama Administration, published the Clean Power Plan and final regulations for (1) carbon pollution standards for new, modified, and reconstructed power plans, and (2) carbon pollution emission guidelines for existing electricity utility generating units. The total national emissions reduction goal under the Clean Power Plan targeted an average of a 32 percent reduction from 2005 levels by 2030, with incremental interim goals for the years 2022 through 2029. The Clean Power Plan would have allowed states multiple options for measuring reductions and different established reduction goals depending upon the regulatory program set forth in the state plan. On July 8, 2019, the· EPA issued final new regulations entitled the “Affordable Clean Energy Rule” to replace the Clean Power Plan. On January 19, 2021, upon a challenge by a number of environmental advocates, state and municipal attorneys the D.C. Circuit vacated the Affordable Clean Energy Rule. Moreover, on October 29, 2021, the U.S. Supreme Court granted certiorari to hear challenges to EPA's authority to regulate GHGs emissions from power plants. On June 30, 2022, the U.S. Supreme Court denied the EPA the authority to create emission caps, stating that Congress must provide specific direction to the EPA, instead of a broad scope of power, for the agency to regulate GHGs emissions. BWP cannot predict the timing or content of any new law or regulations that may be proposed to replace the Affordable Clean Energy Rule. At this time, BWP does not expect any such regulations to have material effects on its operations.

Air Quality; Mercury. The Clean Air Act provides for a comprehensive program for the control of hazardous air pollutants ( “HAPs”), including mercury. On February 16, 2012, EPA finalized a rule called the Mercury and Air Toxics Standards ( “MATS”) to reduce emissions of toxic air pollutants, including mercury, from coal - and oil -fired electric generating units, and subsequently amended the rule in 2013 and 2014. The MATS rule set technology-based emission limitation standards for mercury and other toxic air pollutants, based upon reductions available through the use of “maximum achievable control technology ” at coal - and oil -fired electric generating units. The rule has minimal impact to IPP, the one remaining coal-fired plant that is a source of energy for BWP. IPP did not have to install control technology and EPA has deemed the IPP units as low-emitting units. IPP is subject to periodic testing, work practice standards and recordkeeping requirements.

In order to comply with the MATS rule, IPP replaced the ignitors to decelerate the destruction of baghouses, the upfront cost of which was $5.5 million. The cost of compliance with work practice standards is minimal, approximately $50,000 per year. IPP will not be required to install additional control technology to reduce its HAPs. IPP already utilizes wet scrubbers and fabric filters that significantly reduce HAPs. The State of Utah adopted minimum performance criteria for existing electric generating units and offset requirements for potential increases in mercury emissions from new or modified electric generating units. Utah's minimum performance criteria include a rule, effective January 1, 2012, that coal-fired power plants, such as IPP, meet a mercury emissions limit of 0.00000065 lb/MMBtu or have at least a 90% mercury removal efficiency. IPP complies with the Utah mercury standard.

SCAQMD Air Quality Management Plan. The S
CAQMD periodically prepares an overall
plan, known as an Air Quality Management Plan (the “ AQMP”), which include control measures to meet federal air quality standards and incorporate the latest technical planning information. In ATTACHMENT 6
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53 March 2017, SCAQMD adopted its 2016 AQMP, which is a regional and multi-agency effort. The SCAQMD held stakeholder working group meetings in connection with its development of rules and rule amendments to implement the control measures included in the 2016 AQMP and submitted their control measure plan to EPA in December 2019. In 2021, BWP participated in the working group meetings dedicated to the development of the 2022 AQMP along with the proposed control measures that could potentially impact BWP's operations. In May 2022, SCAQMD released the draft 2022 AQMP, which aims for a 45% reduction in NOx emissions through this plan. BWP is currently reviewing the draft 2022 AQMP and evaluating how the proposed emission reduction measures could affect its power plants and fleets. Proposals of concern include those that would lower emissions or mandate replacement of permitted emergency standby engines, commercial water heaters and space heaters, and coatings, solvents, adhesives, and lubricants.

Transitioning to electric equipment for heating and other purposes would increase the demand on the Electric System. In addition, if the affected power plants are not able to meet the new command and control NOx limits, they will not be able to continue to generate electricity.

Superfund. The federal Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, as well as State statutes, impose strict liability for cleanup costs upon those who generate or dispose of hazardous substances and hazardous wastes. BW P's past disposal practices may result in Superfund liability as previously approved disposal methods or sites become candidates for Superfund classification. In addition, under these statutes, BWP may be held liable for cleanup activities on property that it owns and operates, even if the conditions requiring cleanup existed before BWP's occupancy of a site. As a result, BWP may incur substantial, but presently unknown, costs as a participant in the cleanup of sites contaminated with hazardous substances or wastes.

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. In addition to the factors that are discussed above and in “RISK FACTORS” below, such factors include, among others: (a) effects of compliance with rapidly changing environmental, safety, licensing, regulatory and legislative requirements other than those described herein; (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 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 investor -owned utilities; (g) increased competition from independent power producers and marketers, brokers and federal power ma rketing 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 severe restrictions on the ability to sell to nongovernmental entities electricity from generation projects and transmission service from transmission line projects financed with outstanding tax -exempt obligations; (j) effects of inflation on the operating and maintenance costs of an electric utility and its facilities; (k) changes from projected future load requirements; (l) increases in costs and uncertain availability of capital; (m) shifts in the availability and relative costs of different fuels (including the cost of natural gas and nuclear fuel); (n) sudden ATTACHMENT 6
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54 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; (o) inadequate risk management procedures and practices with respect to, among other things, the purchase and sale of energy and transmission capacity; (p) other legislative changes, voter initiatives, referenda and statewide propositions; (q) effects of the changes in the economy, population and demand of customers within a utility’s service area; (r) effects of possible manipulation of the electric markets; (s) acts of terrorism or cyber-terrorism; (t) natural disasters or other physical calamities, including, but not limited to, earthquakes, floods and wildfires, and potential liabilities of electric utilities in connection therewith; (u) changes to the climate; and (v) adverse impacts to the market for insurance relating to recent 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 other factors) could have an adverse effect on the financial condition of any given electric utility and likely will affect individual utilities in different ways.

ATTACHMENT 6
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55 RISK FACTORS

The following factors, which represent certain risk factors, should be considered along with all other information in this Official Statement by potential investors in evaluating the 2023 Bonds. The following is not intended to be an exhaustive list and there can be no assurance made that other risk factors do not currently exist or will not become evident at any future time.

Revenues of the Electric System; Rate Covenant Not a Guarantee

The ability of the City to pay the principal of and interest on the 2023 Bonds depends on the ability of the City to generate Electric Net Revenues in the levels required by the Indenture .

Although, as more particularly described herein, the City expects that sufficient revenues will be generated through the imposition and collection of service charges, impact fees, and other Electric Revenues described herein, there is no assurance that such imposition of service charges, impact fees, or other Electric Revenues will result in the generation of Electric Net Revenues in the amounts required by the Indenture. As a result, the City’s covenant does not constitute a guarantee that sufficient Electric Net Revenues will be available to pay the principal of and interest on the 2023 Bonds when due.

Demand and Usage
There can be no assurance that the local demand for services provided by the Electric System will continue according to historical levels. In addition, voluntary or mandatory conservation measures could decrease usage of the services of the Electric System. Although a decline in demand would result in certain reduced expenses, such reductions would not be expected to be sufficient to fully offset the decline in revenues. Reduction in revenues resulting from a decline in demand could require an increase in rates or charges in order to produce Electric Net Revenues sufficient to comply with the City’s rate covenant. See “THE ELECTRIC SYSTEM – Electric Rates and Charges.” Rate increases could increase the likelihood of nonpayment.

Electric System Expenses
There can be no assurance that the City’s expenses for the Electric System will be consistent with the descriptions in this Official Statement. Changes in technology, decreased development, increases in the cost of operation, increased regulation or other expenses could require increases in rates or charges in order to comply with the City’s rate covenant in the Indenture.

Statutory and Regulatory Impact

The Electric System is subject to numerous State and federal laws and regulations. If the federal government or the State should impose more stringent standards upon the Electric System, for example by mandating a higher proportion of renewable energy, which may be more expensive than conventional energy sources, the Electric System ’s expenses could increase accordingly and rates and charges would have to be increased to offset those expenses.

Although the City has covenanted in the Indenture to prescribe, revise and collect such charges for the services, facilities and electricity furnished by the Electric System during each fiscal year at specified levels, no assurance can be given that the cost of compliance with such laws and regulations will not materially adversely affect the ability of the City to generate Electric Net Revenues in the amounts required by the Indenture and to pay the 2023 Bonds. Certain ATTACHMENT 6
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56 potential increasing regulatory standards could materially increase the cost to the City of providing electric services.

See “THE ELECTRIC SYSTEM” and “FACTORS AFFECTING THE ELECTRIC SYSTEM AND THE ELECTRIC UTILITY INDUSTRY” above.

Litigation

At any given time, there are certain claims and disputes, including those currently in litigation, that arise in the normal course of the City’s Electric System enterprise activities. In the view of BWP management, there is no litigation, present or pending, which will, individually or in the aggregate, materially impair the City ’s ability to service its Electric System indebtedness or which will have a material adverse effect on the business operations of the Electric System. See “LITIGATION.”

COVID-19 Pandemic

The outbreak of COVID-19, a respiratory disease caused by a new strain of coronavirus, has been characterized as a pandemic (the “Pandemic”) by the World Health Organization and is currently affecting many parts of the world, including the United States and California. The Electric System at present is experiencing decreased demand, which could persist for several months. Fiscal year to date energy usage through June 2022 was 7% below budget, with lower than planned retail sales as a result of the Pandemic . The Electric System has not experienced operational issues or significant supply chain problems attributable directly to the Pandemic but can give no assurance that such issues will not arise in the future. The Electric System’s billing and collection functions have remained operational. The liquid reserves of the Electric System, as on June 30, 2022 include approximately 142 days of cash on hand.

The City has assisted customers through the Pandemic. The City proactively engages customers to reduce their arrears by encouraging payment arrangements to any customer it interacts with that has a 60- day or greater past due balance. The City has also received funds from the California Arrearage Payment Program (“ CAPP”) administered by the California’s Department of Community Services and Development, with the City receiving $2,236,319 through this program during the current fiscal year . CAPP is designed to provide financial assistance to residential and commercial customer accounts that have delinquent utility balances of 60 days or more incurred during the Pandemic, specifically covering the period from March 4, 2020 through June 15, 2021.

In October 2020, the City Council approved the resumption of disconnections for non- payment of electric utility bills for medium, large, and extra- large commercial customers.

Disconnections were then discontinued once CAPP was announced in May 2022. The City encouraged payment arrangements and resumed disconnection for non- payment for impacted customers as of July 6, 2022. Between July 6, 2022 and August 17, 2022, twenty-one commercial customers were subject to disconnection. Out of the twenty-one, six were disconnected and the remainder either paid or enrolled in a payment arrangement. The disconnected accounts do not represent a material amount of Electric Revenues.

In late June 2022, the City received a notification that the State legislature and Governor had approved a $239.4 million new round of funding for unpaid electric bills resulting from the Pandemic for POUs. This new program, known as CAPP 2.0 extends the COVID-19 relief period from June 16, 2021 to December 31, 2021 and will benefit residential customers. On August 23, ATTACHMENT 6
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57 2022, the City Council voted to approve resuming power disconnections for small commercial customers starting September 1, 2022. The City received $637,838 through CAPP 2.0 in December 2022.

The Pandemic is ongoing and developments will continue. Given the evolving nature of the Pandemic, the City is unable to predict (i) the ultimate duration or extent of the COVID -19 outbreak; (ii) to what extent future developments related to the Pandemic may adversely affect the operations of the Electric System and the revenues of the Electric System; (iii) to what extent future developments related to the Pandemic may disrupt the local, State, national or global economy, manufacturing or supply chain; (iv) whether or to what extent the City may provide additional deferrals, forbearances, adjustments or other relief to Electric System customers or changes to its billing and collection procedures; or (v) whether any of the foregoing may have a material adverse effect on the finances and operations of the Electric System . The restrictions and limitations related to COVID-19, and the effects on the national and global economies, may intensify and recovery may be prolonged, potentially adversely affecting Electric System revenues.

Earthquake, Flood, Wildfire or Other Natural Disasters

General. The occurrence of an earthquake, flood, fire, or other natural disaster which results in the temporary or permanent closure of major components of the Electric System or results in significantly increased costs could materially adversely affect the ability of the City to operate the Electric System or to generate Electric Net Revenues at the levels required by the Indenture.

Seismic. The City is located in a region of seismic activity. Damage from seismic activity could occur through surface fault rupture, ground shaking, liquefaction, and landslides. Surface fault rupture is an actual cracking or breaking of the ground along a fault during an earthquake.

The City contains one active fault–the Verdugo Fault, located south of the Verdugo Mountains – but no Alquist-Priolo Earthquake Fault Zone has been designated in the City. In addition to the Verdugo Fault, several other active faults in the region have the potential to cause ground shaking that would affect the City. These faults are the San Fernando Fault (northwest of the City), Sierra Madre Fault (at the base of the San Gabriel Mountains east of the City), Hollywood Fault (south of the City), Newport-Inglewood Fault (12.5 miles southwest of the City), and the Raymond Fault (6 miles southeast of the City ). The San Andreas Fault, a large fault that runs nearly the entire length of California, is located approximately 27 miles to the northwest of the City. Much of the City is located atop soils susceptible to liquefaction, particularly in areas west of Interstate 5.

Liquefaction risk is higher in areas where the groundwater table lies within 50 feet of the surface.

Most groundwater underlying the City is deeper than 100 feet below the surface. As long as groundwater continues to be extracted in the upper Los Angeles River area and annual rainfall remains at normal levels, the City expects that groundwater levels in the City will remain deeper than 50 feet, resulting in a low risk of liquefaction for most of the City. In the City, hazards from landslides and mudslides are limited to properties at the base of undeveloped or unimproved slopes in the Verdugo Mountains. Significant earthquakes that have occurred in recent years in the Los Angeles and Burbank area, including the Northridge earthquake in 1994, that resulted in only temporary electrical outages and, after inspection to determine the scope of any damage, only minor damage to the Electric System.

It is impossible to accurately predict the cost or effect of an earthquake on the Electric System or on BWP’s ability to provide uninterrupted service to all parts of its service area. In the ATTACHMENT 6
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58 event of a severe earthquake, however, the amount of moneys available to pay debt service on the 2023 Bonds could be reduced significantly.

Flood. Based on flood risk evaluations prepared by the Federal Emergency Management Agency (“FEMA”) for the City, effective September 26, 2008, most of the City is located in Zone X, which describes lands subject to the 0.2% annual (500 -year) flood zone or that lie within the 100-year flood zone, but with flooding depths less than one foot. Areas of the City that are within the FEMA -mapped 100 -year floodplain include: (i) a narrow area along the Lockheed Drain Channel in the vicinity of Empire Avenue and W. Vanowen Street from near the Burbank Airport eastwards towards Interstate 5, then southward in the vicinity of Victory Boulevard, (ii) a narrow area west of Victory Boulevard in the vicinity of South Main Street, and (iii) several small areas south of Highway 134 near the City’s southern boundary. In addition, there is a large area in the northeastern portion of the City mapped as Zone D, which describes areas in which flood hazards are undetermined, but possible.

Wildfire. In recent years, wildfires have caused extensive damage throughout the State.

Certain of these fires have burned thousands of acres and destroyed hundreds and in some cases thousands of homes. In some instances, entire neighborhoods have been destroyed. Two portions of the City have been categorized by the California Department of Forestry and Fire Protection (“CALFIRE”) as Very High Fire Hazard Severity Zones. These areas are a large area in the northeastern portion of the City, in and bordering the Verdugo Mountains, and a smaller portion at the southern end of the City that includes Warner Brothers Studios. Wildland and wildland/urban interface fires are relatively common in the Verdugo Mountains in the northeastern portion of the City and surrounding areas. In 2005, the Harvard Fire burned approximately 1,000 acres of brush within City limits before being contained, with no structures burned. In 2017, the La Tuna Fire burned in the Verdugo Mountains, including portions of the City, ultimately claiming approximately 7,200 acres and destroying 10 structures. Steep wildland and wildland/urban interface areas that have previously experienced fire damage are at higher risk of damage from mudslides.

Some believe that climate change will lead to even more frequent and damaging wildfires in the future. While the City and the Electric System have not suffered direct effects of wildfire, there can be no assurance that wildfires will not affect the City and the Electric System in the future, or the effects of any such wildfire, which could be material.

See “FACTORS AFFECTING THE ELECTRIC SYSTEM AND THE ELECTRIC UTILITY INDUSTRY” above, for information about the City’s mitigation measures to address wildfire risk.

Drought Conditions
California is subject to droughts , which have occurred several times in the last several decades, including in the years 1976 -77, 1987-1992, 2008-09 and 2012- 16 (although drought conditions may vary significantly throughout different parts of the State). In April 2021, Governor Newsom declared a drought state of emergency in 41 of the State’s 58 counties, primarily in the northern portion of the State and in the Central Valley. In July 2021, Governor Newsom issued an executive order expanding the drought state of emergency to 50 of the State’s 58 counties (not including the County) and calling for Californians to voluntarily reduce water use by 15%. In October 2021, Governor Newsom expanded the executive order to include all counties in the State. In January 2022, the State Water Board adopted emergency regulations aimed at saving water and raising drought awareness, with prohibitions focused on reducing outdoor water use, enforceable by local agencies and the State Water Board, generally with warning letters, ATTACHMENT 6
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59 mandatory water use audits, and fines. Local water agencies can impose and enforce their own drought conservation rules. While hydropower is a small portion of the City’s total power supply, the City cannot predict what effect drought conditions may have on operations or revenues of the Electric System, or whether or to what extent water reduction requirements or voluntary guidance may affect the Electric System.

Potential Impact of Climate Change
The State has historically been susceptible to wildfires and hydrologic variability. As greenhouse gas emissions continue to accumulate in the atmosphere as a result of economic activity, climate change is expected to intensify, increasing the frequency, severity and timing of extreme weather events such as coastal storm surges, drought, wildfires, floods and heat waves, and raising sea levels. In the City, the most pronounced effects of climate change are expected to be increased average temperature, more days of extreme heat, elevated drought risk, and possible air quality impacts from fires. The City cannot predict the impact of climate change on the Electric System, including impacts on demand, energy supply, and expenses.

Cybersecurity
The City, including the Electric System, like many other public and private entities, relies on computer and other digital networks and systems to conduct its operations. As a recipient and provider of personal, private or other sensitive electronic information, the City is potentially subject to multiple cyber threats, including without limitation hacking, viruses, ransomware, malware and other attacks. 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.

The City has implemented industry best practices, engineering and procedures and has made the necessary investment to protect against and mitigate the adverse effects of cyberattacks, including steps to harden its cybersecurity and provide training for employees in cyber awareness and the use of the City’s digital networks and systems. No assurance can be given that the City’s efforts to manage cyber threats and attacks will be successful in all cases, or that any such attack will not materially impact the operations or finances of the City or disrupt the operation of the Electric System. There have been no detected cyberattacks that have affected the Electric System.

Limited Obligations
The Bonds (including the 2023 Bonds) are special, limited obligations of the City payable from Electric Net Revenues. The 2023 Bonds shall not be deemed to constitute a debt or liability of the City, the State, or of any political subdivision thereof within the meaning of any constitutional or statutory limitation, or a pledge of the faith and credit of the City, the State, or of any political subdivision thereof, but shall be payable, except to the extent of certain moneys pledged therefor under the Indenture, solely from Electric Net Revenues. Neither the faith and credit nor the taxing power of the City, the State, or of any political subdivision thereof is pledged to the payment of the principal of, premium, if any, or the interest on the 2023 Bonds . The issuance of the 2023 Bonds shall not directly or indirectly or contingently obligate the City, the State, or any political subdivision thereof to levy or to pledge any form of taxation whatsoever therefor or to make any appropriation for their payment.

ATTACHMENT 6
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60 Additional Bonds or Parity Debt
Upon the issuance of the 2023 Bonds, the 2010B Bonds will be the only other outstanding obligations payable from Electric Net Revenues on a parity with the 2023 Bonds. In addition, the City is permitted under the Indenture, subject to satisfaction of certain conditions, to incur future Parity Debt and additional Bonds. In the event Electric Net Revenues were insufficient to pay all of the City’s obligations with respect to the Bonds (including the 2023 Bonds) and any Parity Debt when due, the City would be obligated to make payments on the Parity Debt and the Bonds (including the 2023 Bonds) on a pro rata basis.

Effect of Bankruptcy

In addition to the limitations on remedies contained in the Indenture, the rights and obligations under the 2023 Bonds and the Indenture may be subject to the following: the United States Bankruptcy Code and applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting the enforcement of creditors’ rights generally, now or hereafter in effect; usual equity principles which may limit the specific enforcement under State law of certain remedies; the exercise by the United States of America of the powers delegated to it by the Federal Constitution; and the reasonable and necessary exercise, in certain exceptional situations, of the police power inherent in the sovereignty of the State of California and its governmental bodies in the interest of serving a significant and legitimate public purpose.

Bankruptcy proceedings, or the exercise of powers by the federal or state government, if initiated, could subject the Owners of the 2023 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 and may otherwise have material adverse consequences. The opinion of Bond Counsel notes that the rights of the owners of the 2023 Bonds and the enforceability of the 2023 Bonds and the Indenture are limited by bankruptcy, insolvenc y, reorganization, moratorium and other similar laws affecting creditors' rights generally, and by equitable principles, whether considered at law or in equity.

Loss of Tax Exemption

The City has covenanted in the Indenture and the Tax Certificate that it will 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 2023 Bonds under section 103 of the Internal Revenue Code of 1986. In the event the City fails to comply with the foregoing tax covenant, interest on the 2023 Bonds may be includable in the gross income of the Owners thereof for federal tax purposes retroactive to the date of issuance of the 2023 Bonds. See “TAX MATTERS.”

Secondary Market

There can be no guarantee that there will be a secondary market for the 2023 Bonds or, if a secondary market exists, that any 2023 Bonds can be sold for any particular price. Prices of bond issues for which a market is being made will depend upon then- prevailing circumstances.

Such prices could be substantially different from the original purchase price. No assurance can be given that the market price for the 2023 Bonds will not be affected by the introduction or enactment of any future legislation (including without limitation amendments to the Internal Revenue Code), or changes in interpretation of the Internal Revenue Code, or any action of the Internal Revenue Service, including but not limited to the publication of proposed or final regulations, the issuance of rulings, the selection of the 2023 Bonds for audit or examination, or ATTACHMENT 6
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61 the course or result of any Internal Revenue Service audit or examination of the 2023 Bonds or obligations that present similar tax issues as the 2023 Bonds.

CONSTITUTIONAL LIMITATIONS ON GOVERNMENT SPENDING

Articles XIIIC and XIIID of the California Constitution

Proposition 218, a State ballot initiative known as the “Right to Vote on Taxes Act, ” was approved by the voters of the State on November 5, 1996. Proposition 218 added Articles XIIIC and XIIID to the State Constitution. Article XIIID creates additional requirements for the imposition by most local governments (including the City) 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. Nevertheless, Proposition 218 could indirectly affect some California municipally-owned electric utilities. For example, to the extent Proposition 218 reduces a city’s general fund revenues, that city could seek to increase the transfers from its electric utility to its general fund.

Article XIIIC expressly extends the people’s initiative power to reduce or repeal previously- authorized local taxes, assessments, and fees and charges. The terms “fees and charges” are not defined in Article XIIIC, although the California Supreme Court held in Bighorn- Desert View Water Agency v. Verjil, 39 Cal.4th 205 (2006), that the initiative power described in Article XIIIC may apply to a broader category of fees and charges than the property-related fees and charges governed by Article XIIID. Moreover, in the case of Bock v. City Council of Lompoc , 109 Cal.App.3d 52 (1980), the Court of Appeal determined that electric rates are subject to the initiative power. Thus, even electric service charges (which are expressly exempted from the provisions of Article XIIID) might be subject to the initiative provision of Article XIIIC, thereby subjecting such fees and charges imposed by the City to reduction by the electorate. The City believes that even if the electric rates of the City are subject to the initiative power, under Article XIIIC or otherwise, the electorate of the City would be precluded from reducing electric rates and charges in a manner adversely affecting the payment of the 2023 Bonds by virtue of the “impairment of contracts clause” of the United States and California Constitutions.

Proposition 26

Proposition 26 was approved by the electorate at the November 2, 2010 election and amended California Constitution Articles XIIIA and XIIIC. The proposition imposes a two- thirds voter approval requirement for the imposition of fees and charges by the State. It also imposes a majority voter approval requirement on local governments with respect to fees and charges for general purposes, and a two-thirds voter approval requirement with respect to fees and charges for special purposes. Proposition 26, according to its supporters, is intended to prevent the circumvention of tax limitations imposed by the voters pursuant to Proposition 13, approved in 1978, and other measures through the use of non-tax fees and charges. Proposition 26 expressly excludes from its scope a charge imposed for a specific government service or product provided directly to the payor that is not provided to those not charged, and which does not exceed the reasonable cost to the State or local government of providing the service or product to the payor.

Proposition 26 may, however, be interpreted to limit fees and charges for electric utility services charged by governmental entities such as the City to preclude future transfers of electric utility generated funds to a local government’s general fund, if applicable, and/or to require stricter ATTACHMENT 6
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62 standards for the allocation of costs among customer classes. The City believes that its rates and charges do not exceed the reasonable cost of providing the Electric System services.

Future Initiatives

Articles XIIIC and XIIID 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, could be adopted affecting BWP’s revenues or operations. Neither the nature and impact of these measures nor the likelihood of qualification for ballot or passage can be anticipated by BWP.

TAX MATTERS

The Internal Revenue Code of 1986 (the “Code”) imposes certain requirements that must be met subsequent to the issuance and delivery of the 2023 Bonds for interest thereon to be and remain excluded pursuant to section 103(a) of the Code from the gross income of the owners thereof for federal income tax purposes. Noncompliance with such requirements could cause the interest on the 2023 Bonds to be included in the gross income of the owners thereof for federal income tax purposes retroactive to the date of issue of the 2023 Bonds. The City has covenanted in the Indenture not to take any action or omit to take any action which, if taken or omitted, respectively, would adversely affect the exclusion of the interest on the 2023 Bonds from the gross income of the owners thereof for federal income tax purposes.

In the opinion of Norton Rose Fulbright US LLP, Bond Counsel, under existing law interest on the 2023 Bonds is exempt from personal income taxes of the State of California and, assuming compliance with the aforementioned covenants, interest on the 2023 Bonds is excluded pursuant to section 103(a) of the Code from the gross income of the owners thereof for federal income tax purposes. Bond Counsel is of the further opinion that interest on the 2023 Bonds is not an item of tax preference for purposes of the federal alternative minimum tax on individuals. The Code contains other provisions that could result in tax consequences, upon which no opinion will be rendered by Bond Counsel, as a result of ownership of the 2023 Bonds or the inclusion in certain computations of interest that is excluded from gross income. In rendering the foregoing opinions, Bond Counsel will rely upon representations and certifications of the City made in the Tax Certificate, dated the date of delivery of the 2023 Bonds, pertaining to the use, expenditure, and investment of the proceeds of the 2023 Bonds.

For taxable years beginning after 2022, the Code imposes a minimum tax of 15 percent on the adjusted financial statement income of certain large corporations, generally consisting of corporations (other than S corporations, regulated investment companies and real estate investment trusts) with more than $1 billion in average annual adjusted financial statement income, determined over a three -year period. For this purpose, adjusted financial statement income generally consists of the net income or loss of the taxpayer set forth on the taxpayer’s applicable financial statement for the taxable year, subject to various adjustments, but is not reduced for interest earned on tax -exempt obligations, such as the 2023 Bonds. Prospective purchasers that could be subject to this minimum tax should consult with their own tax advisors regarding the potential consequences of owning the 2023 Bonds.

The initial public offering price of certain of the 2023 Bonds (the “Discount Bonds”) may be less than the amount payable on such 2023 Bonds at maturity . An amount equal to the difference between the initial public offering price of a Discount Bond (assuming that a substantial ATTACHMENT 6
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63 amount of the Discount Bonds of that maturity are sold to the public at such price) and the amount payable at maturity constitutes original issue discount to the initial purchaser of such Discount Bond. A portion of such original issue discount allocable to the holding period of such Discount Bond by the initial purchaser will, upon the disposition of such Discount Bond (including by reason of its payment at maturity), be treated as interest excludable from gross income, rather than as taxable gain, for federal income tax purposes, on the same terms and conditions as those for other interest on the 2023 Bonds described above. Such interest is considered to be accrued actuarially in accordance with the constant interest method over the life of a Discount Bond, taking into account the semiannual compounding of accrued interest, at the yield to maturity on such Discount Bond and generally will be allocated to an initial purchaser in a different amount from the amount of the payment denominated as interest actually received by the initial purchaser during the tax year.

However, such interest may be required to be taken into account in determining the amount of the branch profits tax applicable to certain foreign corporations doing business in the United States, even though there will not be a corresponding cash payment. In addition, the accrual of such interest may result in certain other collateral federal income tax consequences to, among others, financial institutions, life insurance companies, property and casualty insurance companies, S corporations with subchapter C earnings and profits, individual recipients of Social Security or Railroad Retirement benefits, individuals otherwise qualifying for the earned income tax credit, owners of an interest in a financial asset securitization investment trust, corporations subject to the alternative minimum tax on adjusted financial statement income, and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry, or who have paid or incurred certain expenses allocable to, tax -exempt obligations. Moreover, in the event of the redemption, sale or other taxable disposition of a Discount Bond by the initial owner prior to maturity, the amount realized by such owner in excess of the basis of such Discount Bond in the hands of such owner (adjusted upward by the portion of the original issue discount allocable to the period for which such Discount Bond was held) is includable in gross income. Owners of Discount Bonds should consult with their own tax advisors with respect to the determination of accrued original issue discount on Discount Bonds for federal income tax purposes and with respect to the state and local tax consequences of owning and disposing of Discount Bonds.

The purchase price of certain 2023 Bonds (the “Premium Bonds”) paid by an owner may be greater than the amount payable on such 2023 Bonds at maturity. An amount equal to the excess of a purchaser’s tax basis in a Premium Bond over the amount payable at maturity constitutes premium to such purchaser. The basis for federal income tax purposes of a Premium Bond in the hands of such purchaser must be reduced each year by the amortizable bond premium, although no federal income tax deduction is allowed as a result of such reduction in basis for amortizable bond premium. Such reduction in basis will increase the amount of any gain (or decrease the amount of any loss) to be recognized for federal income tax purposes upon a sale or other taxable disposition of a Premium Bond. The amount of premium that is amortizable each year by a purchaser is determined by using such purchaser’s yield to maturity (or, in some cases with respect to a callable bond, the yield based on a call date that results in the lowest yield on the bond). Purchasers of the Premium Bonds should consult with their own tax advisors with respect to the determination of amortizable bond premium on Premium Bonds for federal income tax purposes and with respect to the state and local tax consequences of owning and disposing of Premium Bonds.

Bond Counsel has not undertaken to advise in the future whether any events after the date of issuance of the 2023 Bonds may affect the tax status of interest on the 2023 Bonds or the tax consequences of the ownership of the 2023 Bonds. No assurance can be given that pending ATTACHMENT 6
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64 or future legislation, or amendments to the Code, if enacted into law, or any proposed legislation or amendments to the Code, will not contain provisions that could directly or indirectly reduce the benefit of the exemption of interest on the 2023 Bonds from personal income taxation by the State of California or of the exclusion of the interest on the 2023 Bonds from the gross income of the owners thereof for federal income tax purposes. Furthermore, Bond Counsel will express no opinion as to the effect on the exclusion from gross income of interest on the 2023 Bonds of any action taken or not taken after the date of such opinion without the approval of Bond Counsel.

Except as described above, Bond Counsel will express no opinion with respect to any federal, state or local tax consequences under present law, or proposed legislation, resulting from the receipt or accrual of interest on, or the acquisition or disposition of, the 2023 Bonds.

Prospective purchasers of the 2023 Bonds should be aware that the ownership of tax- exempt obligations such as the 2023 Bonds may result in collateral federal tax consequences to, among others, financial institutions, life insurance companies, property and casualty insurance companies, certain foreign corporations doing business in the United States, S corporations with subchapter C earnings and profits, individual recipients of Social Security or Railroad Retirement benefits, individuals otherwise qualifying for the earned income tax credit, owners of an interest in a financial asset securitization investment trust, corporations subject to the alternative minimum tax on adjusted financial statement income, and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry, or who have paid or incurred certain expenses allocable to, tax-exempt obligations. Prospective purchasers should consult their own tax advisors as to the applicability of these consequences to their particular circumstances.

Bond Counsel’s opinion is not a guarantee of a result, but represents its legal judgment based upon its review of existing statutes, regulations, published rulings and court decisions and the covenants of the City described above. No ruling has been sought from the Internal Revenue Service (the “Service”) with respect to the matters addressed in the opinion of Bond Counsel, and Bond Counsel’s opinion is not binding on the Service. The Service has an ongoing program of auditing the tax-exempt status of the interest on municipal obligations. If an audit of the 2023 Bonds is commenced, under current procedures the Service is likely to treat the City as the “taxpayer,” and the owners would have no right to participate in the audit process. In responding to or defending an audit of the tax-exempt status of the interest on the 2023 Bonds, the City may have different or conflicting interests from the owners of the 2023 Bonds. Public awareness of any future audit of the 2023 Bonds could adversely affect the value and liquidity of the 2023 Bonds during the pendency of the audit, regardless of the ultimate outcome.

Existing law may change so as to reduce or eliminate the benefit to holders of the 2023 Bonds of the exclusion of interest thereon from gross income for federal income tax purposes.

Proposed legislative or administrative action, whether or not taken, could also affect the value and marketability of the 2023 Bonds. Prospective purchasers of the 2023 Bonds should consult with their own tax advisors with respect to any proposed changes in tax law.

A copy of the form of opinion of Bond Counsel relating to the 2023 Bonds is included in APPENDIX D hereto.

LITIGATION

To the knowledge of the City, there is no controversy or litigation of any nature now pending or threatened restraining or enjoining the issuance of the 2023 Bonds or the execution ATTACHMENT 6
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65 and delivery of the Indenture or in any way contesting or affecting the validity of the 2023 Bonds or any proceedings of the City taken with respect to the execution and delivery thereof.

APPROVAL OF LEGALITY

The 2023 Bonds are offered when, as and if issued and received by the Underwriter and subject to the approval as to their legality by No rton Rose Fulbright US LLP , Los Angeles , California, Bond Counsel. Certain legal matters will be passed upon for the City by the City Attorney. Certain legal matters will be passed upon for the City by its Disclosure Counsel, Jones Hall, A Professional Law Corporation, San Francisco, California , and for the Underwriter by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California.

Payment of the fees and expenses of Bond Counsel, Disclosure Counsel, and Underwriter’s Counsel is contingent upon issuance and sale of the 2023 Bonds.

FINANCIAL STATEMENTS

CliftonLarsonAllen LLP, Certified Public Accountants (the “Auditor”), audited the financial statements of the City’s Water and Electric Utility Enterprise Funds for the Fiscal Year ended June 30, 2022. The Auditor’s examination was made in accordance with generally accepted auditing standards and Governmental Auditing Standards, issued by the Comptroller General of the United States. See “APPENDIX B – Audited Financial Statements of the City of Burbank Water and Electric Utility Enterprise Funds for the Fiscal Year Ended June 30, 2022.”

The City has not requested nor did the City obtain permission from the Auditor to include the audited financial statements as an appendix to this Official Statement. Accordingly, the Auditor has not performed any post-audit review of the financial condition or operations of the City and has not participated in the preparation of, or reviewed, this Official Statement.

RATINGS

S&P Global Ratings (“S&P”) is expected to assign the 2023 Bonds the long-term rating of “_____”. Moody’s Investors Services (“Moody’s”) is expected to assign the 2023 Bonds the long- term rating of “_____”.

These ratings reflect only the views of S&P and Moody’s, respectively , and any explanation of the significance of such ratings may be obtained only from S&P and Moody’s.

There is no assurance that the ratings will remain in effect for any given period of time or that they will not be revised downward or withdrawn entirely by S&P or Moody’s, if, in their judgment, circumstances so warrant. The City undertakes no responsibility to oppose any such revision or withdrawal. Any downward revision or withdrawal of the rating may have an adverse effect on the market price of the 2023 Bonds.

CONTINUING DISCLOSURE

The City will covenant for the benefit of owners of the 2023 Bonds to provide certain financial information and operating data relating to the City by not later than 9 months after the ATTACHMENT 6
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66 end of each fiscal year of the City (currently June 30th), commencing with the report for the 2021- 22 Fiscal Year (the “ Annual Report ”), and to provide notices of the occurrence of certain enumerated events. Such reports are required to be filed with the Municipal Securities Rulemaking Board through its Electronic Municipal Market Access system (“EMMA”). The specific nature of the information to be contained in the Annual Report or the notices of enumerated events is described in “APPENDIX E – Form of Continuing Disclosure Agreement ,” attached to this Official Statement. These covenants have been made in order to assist the U nderwriter of the 2023 Bonds in complying with Securities and Exchange Commission Rule 15c2-12.

The City has entered into a number of continuing disclosure undertakings in connection with City obligations, including obligations payable from the City’s General Fund, as well as obligations payable from the revenues relating to the Electric System and the City’s water utility, and the City has prepared continuing disclosure reports pursuant to these undertakings.

Within the past five years, the City and certain of its related entities have failed to comply in certain respects with continuing disclosure obligations related to outstanding indebtedness, by (i) making some filings 1-6 days late, (ii) failing to provide timely notice of a rating upgrade relating to a series of BWP’s electric revenue bonds, which notice was provided 28 days after such rating upgrade, (ii i) failing to pr ovide timely notice of a rating upgrade relating to a series of the Successor Agency to the Redevelopment Agency of the City of Burbank’s tax allocation bonds , which notice was provided 109 days after such rating upgrade, and (iv) with respect to two series of water revenue and electric revenue bonds, failing to file audited financial statements for Fiscal Year 2017-18 when available, although unaudited financial statements were timely filed and the audited financial statements have since been filed.

The City has adopted a disclosure policy intended to assure future compliance with the City’s continuing disclosure requirements.

MUNICIPAL ADVISOR

PFM Financial Advisors LLC (the “Municipal Advisor”) has assisted the City with various matters relating to the planning, structuring and delivery of the 2023 Bonds. The Municipal Advisor is a financial advisory firm and is not engaged in the business of underwriting or distributing municipal securities or other public securities. The Municipal Advisor assum es no responsibility for the accuracy, completeness or fairness of this Official Statement. The Municipal Advisor will receive compensation from the City contingent upon the sale and delivery of the 2023 Bonds.

UNDERWRITING

The 2023 Bonds are being purchased by RBC Capital Markets, LLC (the “Underwriter”), at a purchase price of $ _______ (which represents the aggregate principal amount of the 2023 Bonds ($______), plus an original issue premium of $______, less an U nderwriter's discount of $______).

The purchase agreement relating to the 2023 Bonds provides that the Underwriter will purchase all of the 2023 Bonds, if any are purchased, the obligation to make such purchase being subject to certain terms and conditions set forth in such purchase agreement.

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67 The Underwriter may offer and sell the 2023 Bonds to certain dealers and others at prices lower than the offering prices stated on the inside cover page hereof. The offering prices may be changed from time to time by the Underwriter.

CERTAIN RELATIONSHIPS
The Underwriter and its respective affiliates are full-service financial institutions engaged in various activities that may include securities trading, commercial and investment banking, municipal advisory, brokerage, and asset manag ement. In the ordinary course of business, the Underwriter and its respective affiliates may actively trade debt and, if applicable, equity securities (or related derivative securities) and provide financial instruments (which may include bank loans, credit support, or interest rate swaps). The Underwriter and its respective affiliates may engage in transactions for their own accounts involving the securities and instruments made the subject of this securities offering or other offering of the City. The Underwriter and its respective affiliates may make a market in credit default swaps with respect to municipal securities in the future. The Underwriter and its respective affiliates may also communicate independent investment recommendations, market color or trading ideas and publish independent research views in respect of this securities offering or other offerings of the City.

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68 EXECUTION AND DELIVERY

The execution and delivery of this Official Statement have been authorized by the City Council of the City.

CITY OF BURBANK

By :

Stela Kalomian
Acting Chief Financial Officer,
Burbank Water and Power

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APPENDIX A

GENERAL INFORMATION ABOUT THE CITY OF BURBANK

AND LOS ANGELES COUNTY

The following information concerning the City of Burbank (the “City”) and Los Angeles County (the “County”) are included only for the purpose of supplying general information regarding the community. The 2023 Bonds are not a debt of the City, the County, the State of California (the “ State”) or any of its political subdivisions, and neither the City, the County, the State nor any of its political subdivisions is liable therefor, except the City to the limited extent set forth in the Indenture.

General Information

The County. Located along the southern coast of California, Los Angeles County covers about 4,080 square miles. It measures approximately 75 miles from north to south and 70 miles from east to west. The county includes Santa Catalina and San Clemente Islands and is bordered by the Pacific Ocean and Ventura, San Bernardino and Orange Counties.

Almost half of the county is mountainous and some 14% is a coastal plain known as the Los Angeles Basin. The low Santa Monica mountains and Hollywood Hills run east and west and form the northern boundary of the Basin and the southern boundary of the San Fernando Valley.

The San Fernando Valley terminates at the base of the San Gabriel Mountains whose highest peak is over 10,000 feet. Beyond this mountain range the rest of the county is a semi-dry plateau, the beginning of the vast Mojave Desert.

According to the Los Angeles County Regional Planning Commission, the 86 incorporated cities in the county covered about 1,344 square miles or 27% of the total county. Approximately 16% of the land in the county was devoted to residential use and over two thirds of the land was open space and vacant.

The City. On July 8, 1911, Burbank was incorporated as a city. Today, Burbank ranks as the fifteenth -largest city in Los Angeles County, with a population of over 105 ,000 residents.

Presently, Burbank maintains its long standing relationship with Warner Bros. and Disney and is now home to hundreds of media and related support companies such as ABC, Cartoon-Network Studios, Nickelodeon Animation, Yahoo!, Clear Channel, and other post production, film processing, special effects, equipment rental and related businesses. As such, Burbank is happily referred to as the “Media Capital of the World.”

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Population

The following table shows population estimates for the City, the County and the State of California for the past five years as of January 1, except as noted.

CITY OF BURBANK, LOS ANGELES COUNTY,

STATE OF CALIFORNIA
Population Estimates

Area 2018 2019 2020* 2021 2022

City of Burbank 104,919 104,338 107,202 106,268 105,451 Los Angeles County 10,192,593 10,163,139 10,014,009 9,931,338 9,861,224 State of California 39,519,535 39,605,361 39,538,223 39,303,157 39,185,605

* As of April 1, 2020.

Source: State of California, Department of Finance.

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Employment and Industry

The City is included in the Los Angeles-Long Beach-Glendale Metropolitan District (“MD”), which includes all of the County. The seasonally adjusted unemployment rate in the County decreased over the month to 4.9% in July 2022, from a revised 5.1% in June 2022, and was below the rate of 9% one year ago. Civilian employment declined by 5,000 to 4,798,000 in July 2022, while unemployment decreased by 11,000 to 249,000. The civilian labor force declined by 15,000 over the month to 5,048,000 in July 2022. (All of the above figures are seasonally adjusted.) The unadjusted unemployment rate for the County was 5% in July 2022.

The California seasonally adjusted unemployment rate was 3.9 % in July 2022, 4.2% in June 2022, and 7. 4% a year ago in July 2021. The comparable estimates for the nation were

3.5% in July 2022, 3.6% in June 2022, and 5.4% a year ago.

The table below lists employment by industry group for the County for the past five years for which data is available. These figures are county -wide statistics and may not necessarily accurately reflect employment trends in the City.

LOS ANGELES-LONG BEACH-GLENDALE MD
(Los Angeles County)
Annual Average Labor Force and Employment by Industry
Calendar Years 2017 through 2021
(March 2021 Benchmark)

2017 2018 2019 2020 2021
Civilian Labor Force(1) 5,109,800 5,121,300 5,153,100 4,968,900 4,994,100 Employment 4,864,100 4,885,300 4,926,100 4,355,900 4,548,900 Unemployment 245,700 235,900 227,000 613,000 445,200
Unemployment Rate 4.8% 4.6% 4.4% 12.3% 8.9%
Wage and Salary Employment: (2)
Agriculture 5,700 4,600 4,400 4,400 4,600
Mining and Logging 2,000 1,900 1,900 1,700 1,600
Construction 138,700 146,300 149,800 146,500 149,800
Manufacturing 350,400 342,600 340,700 315,100 311,700
Wholesale Trade 221,500 223,200 220,500 200,000 202,000 Retail Trade 425,900 424,600 417,700 380,200 401,400
Trans., Warehousing, Utilities 198,200 203,600 212,900 207,800 214,200 Information 214,000 214,700 215,300 191,000 213,200
Financial and Insurance 137,500 136,500 135,300 131,700 127,600 Real Estate, Rental & Leasing 84,100 86,700 88,200 80,800 83,200 Professional and Business Services 613,200 632,300 647,000 599,800 629,500 Educational and Health Services 797,400 817,900 839,900 820,300 839,600 Leisure and Hospitality 524,600 536,500 547,200 393,500 429,300 Other Services 155,700 158,800 158,400 128,700 134,100
Federal Government 48,000 47,300 47,300 50,200 47,600
State Government 92,500 91,700 86,500 89,000 89,200
Local Government 445,600 451,600 453,000 431,000 421,400 Total All Industries (3) 4,455,000 4,520,700 4,566,100 4,171,700 4,300,000

(1) Labor force data is by place of residence; includes self-employed individuals, unpaid family workers, household domestic workers, and workers on strike.
(2) Industry employment is by place of work; excludes self-employed individuals, unpaid family workers, household domestic workers, and workers on strike.
(3) Totals may not add due to rounding.

Source: State of California Employment Development Department.

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Largest Employers

The following table lists the principal employers within the City, by number of employees, as of June 30, 2021.

CITY OF BURBANK
Principal Employers
As of June 30, 2021

Employer Name Number of Employees
Warner Bros. Entertainment 4,000
The Walt Disney Company 3,800
Bob Hope Airport 2,250
Providence St. Joseph’s Hospital 2,200
Burbank Unified School District 2,047
City of Burbank 1,500
ABC, Inc. 1,160
Deluxe Shared Services 627
Nickelodeon Animation 602
Entertainment Partners 587

Source: City of Burbank Annual Comprehensive Financial Report for fiscal year ended June 30, 2021.

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Major Employers

The tables below lists the major employers in the County as of August 2022, in alphabetical order without regard to the number of employees. Major private employers in the County include those in aerospace, health care, entertainment, electronics, retail and manufacturing. Major public sector employers include public universities and schools, the State of California and County.

LOS ANGELES COUNTY
Major Employers- Listed Alphabetically
August 2022

Employer Name Location Industry
AHMC Healthcare Inc Alhambra Health Care Management
All Nations Church Sylmar Churches
California State Univ NRTHRDG Northridge Schools-Universities & Colleges Academic Cedars-Sinai Health System West Hollywood Health Care Management Infineon Technologies Americas El Segundo Semiconductor Devices (mfrs) Kaiser Permanente Los Angeles Los Angeles Hospitals
Live Nation Los Angeles Entertainment Bureaus
Long Beach City Hall Long Beach City Hall
Longshore Dispatch Wilmington Nonclassified Establishments Los Angeles County Sheriff Monterey Park Government Offices-County Los Angeles Intl Airport-Lax Los Angeles Airports
Los Angeles Medical Ctr Los Angeles Pathologists
Los Angeles Police Dept Los Angeles Police Departments
National Institutes of Health Pasadena Physicians & Surgeons Security Industry Specialist Culver City Security Systems Consultants Six Flags Valencia Amusement & Theme Parks
Sony Pictures Entrtn Inc Culver City Motion Picture Producers & Studios Space Exploration Tech Corp Hawthorne Aerospace Industries (mfrs) Twentieth Century Fox Los Angeles Motion Picture Producers & Studios UCLA Community Based Learning Los Angeles Junior-Community College-Tech Institutes University of Ca Los Angeles Los Angeles Schools-Universities & Colleges Academic University of Ca Los Angeles Los Angeles University-College Dept/Facility/Office Vision X Los Angeles Call Centers
Walt Disney Co Burbank Water Parks
Water Garden Management Santa Monica Office Buildings & Parks

Source: State of California Employment Development Department, extracted from the America’s Labor Market Information System (ALMIS) Employer Database, 2022 2nd Edition.

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Commercial Activity

A summary of historic taxable sales within the City during the past five years in which data is available is shown in the following table. Total taxable sales during the first quarter of calendar year 2022 in the City were reported to be $13,232,136,669 , a 27.91% increase over the total taxable sales of $10,344,571,026 reported during the first quarter of calendar year 2021.

CITY OF BURBANK
Taxable Transactions
(Dollars in Thousands)

Year
Retail
Permits
Retail Stores
Taxable
Transactions
Total
Permits
Total Outlets
Taxable
Transactions
2017 2,555 $2,341,218 4,496 $2,971,228
2018 2,475 2,442,230 4,585 3,138,670
2019 2,510 2,501,428 4,711 3,407,289
2020 2,737 1,922,685 5,115 2,404,773
2021 2,638 2,366,357 4,934 3,112,069

Source: State Department of Tax and Fee Administration.

A summary of historic taxable sales within the County during the past five years in which data is available is shown in the following table. Total taxable sales during the first quarter of calendar year 2022 in the County were reported to be $49,264,891,104, a 21.61% increase over the total taxable sales of $40,509,416,417 reported during the first quarter of calendar year 2021.

LOS ANGELES COUNTY
Taxable Transactions
(Dollars in Thousands)

Year
Retail
Permits
Retail Stores
Taxable
Transactions
Total
Permits
Total Outlets
Taxable
Transactions
2017 197,452 $113,280,347 313,226 $159,259,356
2018 200,603 119,145,054 328,047 166,023,796
2019 206,732 122,137,664 342,359 171,776,327
2020 226,643 112,044,029 376,990 157,737,984
2021 208,412 138,932,925 349,061 192,273,178

Source: State Department of Tax and Fee Administration.

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Building Activity

The tables below summarize building activity in the City and the County for the past five available years.

CITY OF BURBANK
Total Building Permit Valuations
(Valuations in Thousands)

2017 2018 2019 2020 2021
Permit Valuation
New Single-family $3,743.2 $5,256.2 $7,409.5 $9,502.7 $19,536.9 New Multi-family 1,650.0 714.6 250.0 431.6 13,426.9
Res. Alterations/Additions 28,104.4 10,672.7 17,654.4 15,220.3 25,239.8 Total Residential 33,497.6 16,643.5 25,313.9 25,154.6 58,203.6

New Commercial 685.0 53,478.1 229,894.8 134,044.0 6,061.0 New Industrial 0.0 0.0 0.0 0.0 0.0
New Other 4,268.4 813.7 1,438.8 4,784.1 1,351.0
Com. Alterations/Additions 43,955.0 21,582.8 34,420.3 38,902.4 92,721.2 Total Nonresidential 48,908.4 75,874.6 265,753.9 177,730.5 100,133.2

New Dwelling Units
Single Family 17 38 54 93 159
Multiple Family 6 6 2 2 52
TOTAL 23 44 56 95 211

Source: Construction Industry Research Board, Building Permit Summary.

LOS ANGELES COUNTY
Total Building Permit Valuations
(Valuations in Thousands)

2017 2018 2019 2020 2021
Permit Valuation
New Single-family $2,352,614.8 $2,277,101.5 $1,967,219.3 $1,874,304.5 $2,085,629.2 New Multi-family 3,257,833.4 3,222,530.3 2,961,257.4 2,789,673.9 3,026,725.8 Res. Alterations/Additions 1,757,904.1 1,941,369.5 1,625,839.3 1,014,422.1 908,148.2 Total Residential 7,368,352.3 7,441,001.3 6,554,316.0 5,678,400.5 6,020,503.2

New Commercial 2,196,089.2 2,844,173.0 2,675,678.8 1,885,027.0 577,756.7 New Industrial 134,534.3 101,201.3 63,727.8 32,196.2 27,844.8 New Other 563,679.3 952,347.7 446,182.7 354,758.2 311,726.3 Com. Alterations/Additions 3,143,200.2 2,796,375.3 3,404,012.4 1,241,068.1 946,020.7 Total Nonresidential 6,037,503.0 6,694,097.3 6,589,601.7 3,513,049.5 1,863,348.5

New Dwelling Units
Single Family 5,456 6,070 5,738 6,198 7,327
Multiple Family 17,023 17,152 15,884 14,056 16,718
TOTAL 22,479 23,222 21,622 20,254 24,045

Source: Construction Industry Research Board, Building Permit Summary.

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Effective Buying Income

“Effective Buying Income” is defined as personal income less personal tax and non- tax payments, a number often referred to as “ disposable” or “after-tax” income. Personal income is the aggregate of wages and salaries, other labor-related income (such as employer contributions to private pension funds), proprietor’s income, rental income (which includes imputed rental income of owner -occupants of non -farm dwellings), dividends paid by corporations, interest income from all sources, and transfer payments (such as pensions and welfar e assistance).

Deducted from this total are personal taxes (federal, state and local), non -tax payments (fines, fees, penalties, etc.) and personal contributions to social insurance. According to U.S. government definitions, the resultant figure is commonly known as “disposable personal income.”

The following table summarizes the total effective buying income for the County of Los Angeles, the State and the United States for the period 2018 through 2022.

LOS ANGELES COUNTY
Effective Buying Income
2018 through 2022

Year Area

Total Effective
Buying Income
(000’s Omitted)
Median
Household
Effective
Buying Income
2018 City of Burbank $3,512,537 $63,059
Los Angeles County 261,119,300 54,720
California 1,113,648,181 59,646
United States 8,640,770,229 50,735

2019 City of Burbank $3,668,729 $64,473
Los Angeles County 271,483,825 56,831
California 1,183,264,399 62,637
United States 9,017,967,563 52,841

2020 City of Burbank $3,807,795 $66,599
Los Angeles County 281,835,290 60,174
California 1,243,564,816 65,870
United States 9,487,165,436 55,303

2021 City of Burbank $3,946,975 $68,289
Los Angeles County 289,720,470 62,353
California 1,290,894,604 67,956
United States 9,809,944,764 56,790

2022 City of Burbank $4,439,867 $76,510
Los Angeles County 327,445,237 71,404
California 1,452,426,153 77,058
United States 11,208,582,541 64,448

Source: The Nielsen Company (US), Inc for 2018; Claritas, LLC for 2019 through 2022.

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APPENDIX B

AUDITED FINANCIAL STATEMENTS OF THE CITY OF BURBANK WATER AND ELECTRIC UTILITY ENTERPRISE FUND FOR THE FISCAL YEAR ENDED JUNE 30, 2022

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APPENDIX C

SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE

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APPENDIX D

FORM OF OPINION OF BOND COUNSEL

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APPENDIX E

FORM OF CONTINUING DISCLOSURE AGREEMENT
$__________

CITY OF BURBANK, CALIFORNIA
Burbank Water and Power Electric Revenue Bonds, Series of 2023

This Continuing Disclosure Agreement (this “Disclosure Agreement”), dated as of January ____, 2023, is by and between the City of Burbank , a municipal corporation and chartered city duly organized and existing under the Constitution and the laws of the State of California (the “City”), and U.S. Bank Trust Company, National Association, as dissemination agent (the “Dissemination Agent”).

RECITALS

WHEREAS, this Disclosure Agreement is being executed and delivered by the City and the Dissemination Agent i n connection with the issuance by the City of the $ ______ City of Burbank, California Burbank Water and Power Electric Revenue Bonds, Series of 2023 (the “2023 Bonds”).

WHEREAS, t he 2023 Bonds are being issued pursuant to a Seventh Supplemental Indenture dated as of February 1, 2023, which supplements and amends the Electric Revenue Bond Indenture dated as of October 1, 1998 (as supplemented, the “Indenture”), by and between the City and U.S. Bank Trust Company, National Association, as successor trustee for the 2023 Bonds (the “Trustee”).

NOW, THEREFORE, for and in consideration of the mutual premises and covenants herein contained, the parties hereto agree as follows:

Section 1. Purpose of the 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 2023 Bonds and in order to assist the Participating Underwriter in complying with S.E.C. Rule 15c2-12.

Section 2. De
finitions. In addition to the definitions set forth above and in the Indenture, which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this Section, the following capitalized terms shall have the following meanings:

“A
nnual Report ” means any Annual Report provided by the City pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement.

“Annual Report Date” means the date that is nine months after the end of the City's fiscal year (currently March 31 based on the City’s fiscal year end of June 30).

“Dissemination Agent” shall mean U.S. Bank Trust Company, National Association, or any Dissemination Agent designated in writing by the City and which has filed with the City a written acceptance of such designation.

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E-2
“EMMA System” shall mean the MSRB’s Electronic Municipal Market Access system, or such other electronic system designated by the MSRB.

“Listed Events ” means any of the events listed in Section 5(a) of this Disclosure Agreement.

“MSRB” means the Municipal Securities Rulemaking Board, which has been designated by the Securities and Exchange Commission as the sole repository of disclosure information for purposes of the Rule.

“Official Statement” means the final official statement dated _________, 2023, executed by the City in connection with the issuance of the 2023 Bonds.

“Participating Underwriter” means RBC Capital Markets, LLC, the original underwriter of the 2023 Bonds required to comply with the Rule in connection with offering of the 2023 Bonds.

“Rule” means Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as it may be amended from time to time.

Section 3. Provision of Annual Reports.

(a) The City shall, or shall cause the Dissemination Agent to, not later than the Annual Report Date, commencing March 31, 2024, with the report for the 2022-23 fiscal year, provide to the MSRB, in an electronic format as prescribed by the MSRB, an Annual Report that is consistent with the requirements of Section 4 of this Disclosure Agreement. Not later than 15 Business Days prior to the Annual Report Date, the City shall provide the Annual Report to the Dissemination Agent (if other than the City). If by the Annual Report Date the Dissemination Agent (if other than the City) has not received a copy of the Annual Report, the Dissemination Agent shall contact the City to determine if the City is in compliance with the previous sentence. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Agreement ; provided that the audited financial statements of the City’s Electric Utility Enterprise Fund may be submitted separately from the balance of the Annual Report, and later than the Annual Report Date, if not available by that date. If the City's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(b).

(b) If the City does not provide, or cause the Dissemination Agent to provide, an Annual Report by the Annual Report Date as required in subsection (a) above, the Dissemination Agent shall provide a notice to the MSRB, in a timely manner, in an electronic format as prescribed by the MSRB.

(i) determine each year prior to the Annual Report Date the then- applicable rules and electronic format prescribed by the MSRB for the filing of annual continuing disclosure reports; and

(ii) if the Dissemination Agent is other than the City, file a report with the City and the Participating Underwriter certifying that the Annual Report has been provided pursuant to this Disclosure Agreement, and stating the date it was provided.

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Section 4. C ontent of Annual Reports. The City’s Annual Report shall contain or incorporate by reference the following documents and information:

(
a) The City’s Annual Report shall contain or include by reference the following with respect to the 2023 Bonds:

(i) The audited financial statements of the City’s Electric Utility Fund for the most recently completed Fiscal Year, prepared in accordance w ith 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 Governmental Accounting Standards Board;

(ii) Updated information comparable to the information in the chart entitled “Annual Retail Electric Supply ” as it appears on page __ in the Official Statement;

(iii) Updated information comparable to the information in the chart entitled “Electric Revenues and Peak Demand” as it appears on page __ in the Official Statement;

(iv) Updated information, to the extent deemed by the City to be not proprietary information, comparable to the information in the chart entitled “Average Number of Retail Customers” as it appears on page __ in the Official Statement;

(v) Updated information comparable to the information in the chart entitled “Weighted Average Retail Billing Price” as it appears on page __ in the Official Statement; and

(vi) Updated information comparable to the information in the chart entitled “ Historical Net Revenues and Debt Service Coverage - Electric System” as it appears on page in the Official Statement.

(b) 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 public entities related thereto, which have been submitted to the MSRB or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the MSRB.

The City shall clearly identify each such other document so included by reference.

(c) The contents, presentation and format of the Annual Reports may be modified from time to time as determined in the judgment of the City to conform to changes in accounting or disclosure principles or practices and legal requirements followed by or applicable to the City or to reflect changes in the legal form of the City; provided, that any such modifications shall comply with the requirements of the Rule.

Section 5. Reporting of Listed Events.

(a) The City shall give, or cause to be given, notice of the occurrence of any of the following Listed Events with respect to the 2023 Bonds:

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(1) Principal and interest payment delinquencies.

(2) Non-payment related defaults, if material.

(3) Unscheduled draws on debt service reserves reflecting financial difficulties.

(4) Unscheduled draws on credit enhancements reflecting financial difficulties.

(5) Substitution of credit or liquidity providers, or their failure to perform.

(6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the 2023 Bonds, or other material events affecting the tax status of the 2023 Bonds.

(7) Modifications to rights of security holders, if material.

(8) Bond calls, if material, and tender offers.

(9) Defeasances.

(10) Release, substitution, or sale of property securing repayment of the securities, if material.

(11) Rating changes.

(12) Bankruptcy, insolvency, receivership or similar event of the City.

(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 (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 the Trustee, if material.

(15) Incurrence of a financial obligation of the obligated person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the obligated person, any of which affect security holders, if material.

(16) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation of the obligated person, any of which reflect financial difficulties.

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(b) Upon the occurrence of a Listed Event, the City shall, or shall cause the Dissemination Agent (if not the City) to, file a notice of such occurrence with the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of 10 Business Days after the occurrence of the Listed Event. Notwithstanding the foregoing, notice of Listed Events described in subsection (a)(8) above need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to holders of affected Bonds under the Indenture.

(c) The City acknowledges that the events described in subparagraphs (a)(2), (a)(7), (a)(8) (if the event is a bond call), (a)(10), (a)(13), (a)(14), and (a)(15) of this Section 5 contain the qualifier “if material” and that subparagraph (a)(6) also contains the qualifier “material” with respect to certain notices, determinations or other events affecting the tax status of the 2023 Bonds. The City shall cause a notice to be filed as set forth in paragraph (b) above with respect to any such event only to the extent that it determines the event’s occurrence is material for purposes of U.S. federal securities law. Upon occurrence of any of these Listed Events, the City will as soon as possible determine if such event would be material under applicable federal securities law. If such event is determined to be material, the City will cause a notice to be filed as set forth in paragraph (b) above.

(d) For purposes of this Disclosure Agreement, any event described in paragraph (a)(12) above is considered to occur when any of the following occur: the appointment of a receiver, trustee, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City.

(e) For purposes of Section 5(a)(15) and (16), “financial obligation” means a (i) debt obligation; (ii) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (iii) guarantee of (i) or (ii). The term financial obligation shall not include municipal securities as to which a final official statement has been provided to the Municipal Securities Rulemaking Board consistent with the Rule.

Section 6.

Identifying Information for Filings with the MSRB. All documents provided to the MSRB under the Disclosure Agreement shall be accompanied by identifying information as prescribed by the MSRB.

Section 7. Termination of Reporting Obligation. The City’s obl igations under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the 2023 Bonds. If such termination occurs prior to the final maturity of the 2023 Bonds, the City shall give notice of such termination in the same manner as for a Listed Event under Section 5(b).

Section 8. D issemination 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 Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent may resign by providing 30 days’ written notice to the City.

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Section 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement , the City and the Dissemination Agent may amend this Disclosure Agreement (and the Trustee shall agree to any amendment so requested by the City ; provided, however, that the Dissemination Agent shall not be obligated to enter into any amendment increasing or affecting its duties or obligations), 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 Sections 3(a), 4 or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of an obligated person with respect to the 2023 Bonds, or type of business conducted;

(b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the primary offering of the 2023 Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and

(c) the proposed amendment or waiver either (i) is approved by holders of the 2023 Bonds in the manner provided in the Indenture for amendments to the Indenture with the consent of holders, or (ii) does not, in the opinion of the Trustee or nationally recognized bond counsel, materially impair the interests of the holders or beneficial owners of the 2023 Bonds.

If the annual financial information or operating data to be provided in the Annual Report is amended pursuant to the provisions hereof, the first annual financial information filed pursuant hereto containing the amended operating data or financial information shall explain, in narrative form, the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided.

If an amendment is made to the undertaking specifying the accounting principles to be followed in preparing financial statements, the annual financial information for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information, in order to provide information to investors to enable them to evaluate the ability of the City to meet its obligations. To the extent reasonably feasible, the comparison shall be quantitative. A notice of the change in the accounting principles shall be filed in the same manner as for a Listed Event under Section 5(b).

Section 10. Additional Information. Nothing in this Disclosure Agreement s hall 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.

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Section 11. Default. In the event of a failure of the City to comply with any provision of this Disclosure Agreement, the Dissemination Agent may (and, at the written direction of any Participating Underwriter or any holder or beneficial owner of the 2023 Bonds shall, upon receipt of indemnification reasonably satisfactory to the Dissemination Agent) take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this Disclosure Agreement . A default under this Disclosure Agreement shall not be deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure Agreement in the event of any failure of the City to comply with this Disclosure Agreement shall be an action to compel performance.

Section 12. Duties, Immunities and Liabilities of Dissemination Agent. 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 liabilities due to the Dissemination Agent's negligence or willful misconduct. The Dissemination Agent shall have no duty or obligation to review any information provided to it hereunder and shall not be deemed to be acting in any fiduciary capacity for the City, the Trustee, the 2023 Bond owners or any other party. The obligations of the City under this Section shall survive resignation or removal of the Dissemination Agent and payment of the 2023 Bonds.

Section 13. B
eneficiaries. This Disclosure Agreement shall inure solely to the benefit of the City, the Trustee , the Dissemination Agent, the Participating Underwriter and holders and beneficial owners from time to time of the 2023 Bonds , and shall create no rights in any other person or entity.

Section 14. C ounterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be regarded as an original, and all of which shall constitute one and the same instrument.

I
N WITNESS WHEREOF, the parties hereto have executed this Disclosure Agreement as of the date first above written.

Date: ____________, 2023

CITY OF BURBANK

By:

U.S. BANK TRUST COMPANY,

NATIONAL ASSOCIATION,
as Dissemination Agent

By: ______________

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Jones Hall draft 12-19-22
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APPENDIX F

DTC AND THE BOOK-ENTRY ONLY SYSTEM
The information in this Appendix F regarding DTC and its book -entry system has been obtained from DTC’s website, for use in securities offering documents, and the City takes no responsibility for the accuracy or completeness thereof or for the absence of material changes in such information after the date hereof.

The Depository Trust Company ( “DTC”), New York, New York, will act as securities depository for the 2023 Bonds. The 2023 Bonds will be issued as fully –registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully -registered bond certificate will be issued for each maturity of the 2023 Bonds, each 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, as amended.

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 Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com.

Purchases of the 2023 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the 2023 Bonds on DTC’s records. The ownership interest of each actual purchaser of each 2023 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 2023 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 2023 Bonds, except in the event that use of the book -entry system for the 2023 Bonds is discontinued.

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To facilitate subsequent transfers, all 2023 Bond s deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co. or such other name as may be requested by an authorized representative of DTC. The deposit of 2023 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not affect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the 2023 Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such 2023 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 2023 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the 2023 Bonds, such as redemptions, tenders, defaults and proposed amendments to the 2023 Bond documents. For example, Beneficial Owners of 2023 Bonds may wish to ascertain that the nominee holding the 2023 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 registrar and request that copies of the notices be provided directly to them.

While the 2023 Bonds are in the book-entry-only system, redemption notices will be sent to DTC. If less than all of the 2023 Bonds of a maturity are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.

Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the 2023 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 City 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 2023 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Principal and interest payments on the 2023 Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized repres entative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the City or the Trustee on the payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “ street name, ” and will be the responsibility of such Participant and not of DTC, the Trustee or the City, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of 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 will be the responsibility of Direct and Indirect Participants.

DTC may discontinue providing its services as depository with respect to the 2023 Bonds at any time by giving reasonable notice to the City or the Trustee. Under such circumstances, in ATTACHMENT 6
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the event that a successor depository is not obtained, certificates representing the 2023 Bond s are required to be printed and delivered.

The City may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, certificates representing the 2023 Bonds will be printed and delivered to DTC.

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Burbank City CouncilJanuary 24, 2023

Burbank City Council
January 24, 2023