Agenda packet — Glendale City Council, December 19, 2023 (part 3 of 3)

x The other postemployment benefits (OPEB) expense and total OPEB liability, and corresponding deferred outflows of resources and deferred inflows of resources for the City’s OPEB plan are based on an actuarial valuation provided by a third-party actuary. x The sick leave conversion related expense and liability related to the City’s Retiree Health Savings Plan is based on actuarial valuation provided by a third-party actuary. x The claims liability for workers’ compensation and general liabilities are based on certain actuarial assumptions and methods prepared by a third-party actuary. x The liability for landfill post-closure care costs is based on estimates by the LA County Sanitation District.

We evaluated the key factors and assumptions used to develop the above estimates in determining that they are reasonable in relation to the financial statements taken as a whole.

Financial statement disclosures
Certain financial statement disclosures are particularly sensitive because of their significance to financial statement users. There were no particularly sensitive financial statement disclosures The financial statement disclosures are neutral, consistent, and clear.

Difficulties encountered in performing the audit
We encountered no significant difficulties in dealing with management in performing and completing our audit.

Uncorrected misstatements
Professional standards require us to accumulate all misstatements identified during the audit, other than those that are clearly trivial, and communicate them to the appropriate level of management. The attached schedule (Exhibit A) summarizes uncorrected misstatements of the financial statements.

Management has determined that their effects are immaterial, both individually and in the aggregate, to the financial statements taken as a whole.

Corrected misstatements
The following material misstatements detected as a result of audit procedures were corrected by management:
x Construction in progress was adjusted to move completed projects to capital assets. x Accrued liability was adjusted to record estimated expenses in Water Fund.

Disagreements with management
For purposes of this communication, a disagreement with management is a disagreement on a financial accounting, reporting, or auditing matter, whether or not resolved to our satisfaction, that could be significant to the financial statements or the auditors’ report. No such disagreements arose during our audit.
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Honorable Mayor and
Members of the City Council
City of Glendale

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Circumstances that affect the form and content of the auditors’ report As previously communicated to you, the report was modified to include an emphasis of a matter to direct readers to Note 15 to the financial statements regarding adoption of new account guidance, Governmental Accounting Standards Board (GASB Statement) Statement No. 94, Public-Private and Public-Public Partnerships and Availability Payment and Statement No. 96, Subscription-based Information Technology Arrangements.

Management representations
We have requested certain representations from management that are included in the management representation letter dated November 20 , 2023.

Management consultations with other independent accountants In some cases, management may decide to consult with other accountants about auditing and accounting matters, similar to obtaining a “second opinion” on certain situations. If a consultation involves application of an accounting principle to the entity’s financial statements or a determination of the type of auditors’ opinion that may be expressed on those statements, our professional standards require the consulting accountant to check with us to determine that the consultant has all the relevant facts. To our knowledge, there were no such consultations with other accountants.

Required supplementary information
With respect to the required supplementary information (RSI) accompanying the financial statements, we made certain inquiries of management about the methods of preparing the RSI, including whether the RSI has been measured and presented in accordance with prescribed guidelines, whether the methods of measurement and preparation have been changed from the prior period and the reasons for any such changes, and whether there were any significant assumptions or interpretations underlying the measurement or presentation of the RSI. We compared the RSI for consistency with management’s responses to the foregoing inquiries, the basic financial statements, and other knowledge obtained during the audit of the basic financial statements. Because these limited procedures do not provide sufficient evidence, we did not express an opinion or provide any assurance on the RSI.

Supplementary information in relation to the financial statements as a whole With respect to the combining and individual non-major fund financial statements and schedules (collectively, the supplementary information) accompanying the financial statements, on which we were engaged to report in relation to the financial statements as a whole, we made certain inquiries of management and evaluated the form, content, and methods of preparing the information to determine that the information complies with accounting principles generally accepted in the United States of America, the method of preparing it has not changed from the prior period or the reasons for such changes, and the information is appropriate and complete in relation to our audit of the financial statements. We compared and reconciled the supplementary information to the underlying accounting records used to prepare the financial statements or to the financial statements themselves. We have issued our report thereon dated November 20, 2023.

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Honorable Mayor and
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City of Glendale

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Other information included in annual reports
Other information (financial or nonfinancial information other than the financial statements and our auditors’ report thereon) is being included in your annual report and is comprised of introductory and statistical sections. Our responsibility for other information included in your annual report does not extend beyond the financial information identified in our opinion on the financial statements. We have no responsibility for determining whether such other information is properly stated and do not have an obligation to perform any procedures to corroborate other information contained in your annual report.

We are required by professional standards to read the other information included in your annual report and consider whether a material inconsistency exists between the other information and the financial statements because the credibility of the financial statements and our auditors’ report thereon may be undermined by material inconsistencies between the audited financial statements and other information.

If, based on the work performed, we conclude that an uncorrected material misstatement of the other information exists, we are required to describe it in our report. Our auditors’ report on the financial statements includes a separate section, “Other Information,” which states we do not express an opinion or any form of assurance on the other information included in the annual report. We did not identify any material inconsistencies between the other information and the audited financial statements. * * *
This communication is intended solely for the information and use of the City Council and management of City of Glendale and is not intended to be, and should not be, used by anyone other than these specified parties.

CliftonLarsonAllen LLP
Irvine, California
November 20, 2023
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Honorable Mayor and
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City of Glendale

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DESCRIPTION ASSET LIABILITY

BEGINNING
NET

POSITION/FUND

BALANCE REVENUE EXPENSE
Fund FS Waived Adjusting Journal Entries:

Other Aggregate Funds
To remove capital assets in custodial funds
Capital assets (2,925,504)
Net position 2,951,208
Depreication expense (25,704)
(2,925,504) - 2,951,208 - (25,704) Water Utility Fund
To record prior period adjustment for prior year expenses Maintenance and operations expense - - - - (295,153) Net position - - 295,153 - - - - 295,153$ - (295,153)$ City of Glendale
June 30, 2023
Uncorrected Misstatements
Exhibit A

DEBIT (CREDIT)
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CITY OF GLENDALE, CALIFORNIA

REPORT TO THE CITY COUNCIL

AGENDA ITEM
Report: Introduction of the Ordinance Authorizing Issuance of Electric Revenue Bonds.

1. Ordinance authorizing the issuance of not to exceed $230,000,000 aggregate principal amount of the City of Glendale Electric Revenue Bonds 2024 Series, and $70,000,000 Aggregate Principal Amount of City of Glendale Electric Revenue Bonds, 2024 Refunding Series, Payable Out of the Electric Works Revenue Fund, and approving certain other actions in connection therewith.

2. Resolution of Appropriation

COUNCIL ACTION
Item Type: Action Item
Approved for December 19, 2023 calendar

EXECUTIVE SUMMARY
Glendale Water and Power (GWP) intends to issue revenue bonds in three tranches of approximately $166 million in February 2024, the first quarter of fiscal year 2025 and the first quarter of fiscal year 2026 primarily to support the Grayson Repower project, as well as provide funding as necessary for the Scholl Biogas Renewable Generation Project, City-Owned Solar Projects, and certain distribution system improvements as they relate to the City’s Zero-Carbon Energy initiatives. GWP also intends to issue bonds to refund the 2013 Refunding Bonds ($13.4 million) and the 2013 Bonds ($49.7 million) for a present value savings of approximately $7.3 million.

RECOMMENDATION
That City Council introduce the Ordinance authorizing the issuance of bonds, and approve the resolution of appropriation to cover costs associated with the issuance of the bonds.
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ANALYSIS
GWP seeks to construct the Grayson Repowering Project, the Scholl Canyon Landfill Biogas Renewable Generation Project, and to acquire and/or construct as necessary certain improvements to the City’s electric public utility, such as 4kv to 12kv feeder upgrades, solar generation facilities installed on city properties, substation improvements, meter upgrades, vault replacement and transmission and distribution improvements and pole replacements.

As GWP does not have unrestricted cash reserves to fund these efforts and they cannot be funded through operations alone, GWP proposes to issue debt in the form of electric revenue bonds of approximately $500 million over the next three years. The first issuance in the amount of $166 million is expected to close in February 2024 and the next two issues are planned for fiscal years 2025 and 2026.

GWP also intends to refinance the outstanding $13.4 million of 2013 Refunding Bonds and the $49.7 million of 2013 Bonds for a savings of approximately $10.2 million (present value of $7.3 million savings). Additionally, the electric revenue bonds will provide funds to make a deposit to a debt service reserve fund, and to pay the costs of issuance of the New Money Bonds. The maximum debt service on the bonds after the first issuance of $166 million is projected to be approximately $21.9 million, an increase of $9.7 million over the current debt service.The maximum debt service will increase to approximately $32.2 million after the second bond issuance and will increase to approximately $42.5 million after the third bond issuance.

STAKEHOLDERS/OUTREACH
Not Applicable

FISCAL IMPACT
The issuance of the revenue bonds will increase interest cost approximately $2.5 million in fiscal year 2024 and issuance costs are estimated to be $400,000. Therefore, staff is requesting an appropriation of $2,900,000 from the Electric Surplus Fund balance.

Future expenses will be requested as part of the annual budget process. The appropriation request is outlined below:

Requesting Appropriation
Amount From (Account
String)
To (Account String) Funding Source
$2,500,000 GL: 27900-5810-
GWP-0000
GL: 47050-5820-
GWP-4505-P0000-
Net Position,
Electric Surplus
Fund Balance
$400,000 GL: 27900-5810-
GWP-0000
GL: 43110-5820-
GWP-4505-P0000-
Net Position,
Electric Surplus
Fund Balance
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ENVIRONMENTAL REVIEW (CEQA/NEPA)
Not applicable for the action requested as the action does not involve a project for the purposes of California Environmental Quality Act

CAMPAIGN DISCLOSURE
Not Applicable.

ALTERNATIVES TO STAFF RECOMMENDATION
Alternative 1: The City Council may choose not to authorize the actions requested and recommended in this report.

Alternative 2: The City Council may consider any other alternative not proposed by staff

ADMINISTRATIVE ACTION
Submitted by:

Mark Young, General Manager – Glendale Water and Power
Prepared by:

Scott Mellon, Assistant General Manager - Power Management Approved by:

Roubik R. Golanian, P.E., City Manager

EXHIBITS/ATTACHMENTS
Ordinance Bond Issuance
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ORDINANCE NO. ______

AN ORDINANCE OF THE CITY OF GLENDALE AUTHORIZING THE
ISSUANCE BY THE CITY OF NOT TO EXCEED $230,000,000

AGGREGATE PRINCIPAL AMOUNT OF CITY OF GLENDALE
ELECTRIC REVENUE BONDS, 2024 SERIES, AND $70,000,000

AGGREGATE PRINCIPAL AMOUNT OF CITY OF GLENDALE
ELECTRIC REVENUE BONDS, 2024 REFUNDING SERIES, PAYABLE

OUT OF THE ELECTRIC WORKS REVENUE FUND, AND APPROVING
CERTAIN OTHER ACTIONS IN CONNECTION THEREWITH.

WHEREAS, pursuant to Article XXVI of the Charter (the “Charter”) of the City of Glendale, California (the “City”), the City Council of the City (the “City Council”) is authorized to provide for the issuance of revenue bonds for the purpose of providing moneys for the financing or refinancing of the acquisition or construction of additions to, or extensions or improvements of, the municipal electric system of the City (the “Electric System”) by ordinance authorizing the issuance of such revenue bonds; and
WHEREAS, pursuant to Article XXVI of the Charter, the City now proposes to issue its Electric Revenue Bonds, 2024 Series (the “New Money Bonds”) pursuant to an Indenture of Trust, dated as of February 1, 2000 (the “Original Indenture”), by and between the City and The Bank of New York Mellon Trust Company, N.A., successor to The Bank of New York Trust Company, N.A., as trustee (the “Trustee”), as supplemented and amended, including as supplemented by an Eighth Supplement to Indenture of Trust, dated as of February 1 , 2024 (the “Eighth Supplement”), by and between the City and the Trustee, to provide moneys for (i) paying all or a portion of the costs (a) to further develop and to construct the Grayson Repowering Project, consisting of natural gas-powered electric generating facilities that will replace certain portions of the City’s existing Grayson Power Plant, with a total capacity of approximately 56 megawatts (three reciprocating internal combustion engines rated at 18.6 megawatts each) and a 50 megawatt/200 megawatt-hour battery energy storage system, (b) to acquire and construct the Scholl Canyon Landfill Biogas Renewable Generation Project, consisting of the installation of four gas engine generators, along with a landfill gas cleanup system, and/or (c) to acquire and construct certain improvements to the City’s electric public utility, such as 4 to 12kv feeder upgrades, solar generation facilities installed on city properties, substation improvements, meter upgrades, vault replacement and transmission and distribution improvements and pole replacements, in each case including necessary and appurtenant facilities and equipment relating thereto, all to be owned by the City (collectively, the “Projects”), (ii) making a deposit to a debt service reserve fund, and (iii) paying the costs of issuance of the New Money Bonds; and
WHEREAS, pursuant to Article XXVI of the Charter, the City also now proposes to issue its Electric Revenue Bonds, 2024 Refunding Series (the “Refunding Bonds,” and together with the New Money Bonds, the “Bonds”) pursuant to the Original Indenture, as supplemented and amended, including as supplemented by a Ninth Supplement to Indenture of Trust, dated as of February 1, 2024 (the “Ninth Supplement”), by and between the City and the Trustee (collectively, the “Indenture of Trust”), to provide moneys for (i) refunding all or a portion of the outstanding 497 of 560

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City of Glendale, California Electric Revenue Bonds, 2013 Refunding Series and/or all or a portion of the outstanding City of Glendale, California Electric Revenue Bonds, 2013 Series; (ii) making a deposit to a debt service reserve fund; and (iii) paying the costs of issuance of the Refunding Bonds; and
WHEREAS, the Bonds shall not constitute an indebtedness of the City but shall constitute obligations which shall be payable as to both principal and interest only from the Electric Works Revenue Fund of the City, as provided in Section 20 of Article XI of the Charter; provided, however, that nothing shall preclude the payment of debt service on the Bonds from any premium or accrued interest received from the sale of the Bonds as provided in Subsection 4 of Section 4 of Article XXVI of the Charter; and
WHEREAS, this Ordinance is for the purpose of authorizing the issuance of the Bonds.

NOW, THEREFORE, BE IT ORDAINED by the Council of the City of Glendale:

Section 1. Authorization to Issue Bonds; Purposes; Principal Amount. (a) Pursuant to Article XXVI of the Charter, the City Council does hereby authorize to be issued, upon the terms and conditions as hereinafter set forth, the New Money Bonds in the aggregate principal amount of $230,000,000 and the Refunding Bonds in the aggregate principal amount of $70,000,000 (or, in each case, such lesser amount as shall be approved by the City Manager upon consultation with the Director of Finance, the execution of the applicable Bonds constituting conclusive evidence of the City Manager’s approval of such principal amount) for the following objects and purposes: (i) in the case of the New Money Bonds: (A) developing, acquiring, constructing and installing the Projects, including any necessary and appurtenance facilities and equipment relating thereto; (B) making a deposit to a debt service reserve fund, if appropriate or necessary; and (C) paying the costs of issuance of the New Money Bonds; and (ii) in the case of the Refunding Bonds: (A) refunding of all or a portion of the outstanding City of Glendale, California Electric Revenue Bonds, 2013 Refunding Series and/or all or a portion of the outstanding City of Glendale, California Electric Revenue Bonds, 2013 Series; (B) making a deposit to a debt service reserve fund; and (C) paying the costs of issuance of the Refunding Bonds. (b) This Ordinance shall constitute complete authority to issue the Bonds pursuant to the Indenture of Trust, as provided herein. The Bonds shall be issued pursuant to and in accordance with the terms and conditions set forth in this Ordinance, and more specifically in the Indenture of Trust.

Section 2. Date of Issuance; Maximum Interest Rate. The Bonds shall be issued on or about February 29, 2024 (or such other date as shall be acceptable to the City Manager upon consultation with the Director of Finance). The maximum interest rate to be payable on any maturity of Bonds shall not exceed six percent (6.0%) per annum.

Section 3. Maturity Dates. The New Money Bonds shall mature (or be payable by sinking fund redemption) in each of the years 2024 through 2059, inclusive (or in such other years as shall be acceptable to the City Manager upon consultation with the Director of Finance). Subject to the preceding sentence, the New Money Bonds shall mature and be payable on such dates as specifically set forth in the Eighth Supplement. The Refunding Bonds shall mature (or be payable 498 of 560

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by sinking fund redemption) in each of the years 2024 through 2043, inclusive (or in such other years as shall be acceptable to the City Manager upon consultation with the Director of Finance).

Subject to the preceding sentence, the Refunding Bonds shall mature and be payable on such dates as specifically set forth in the Ninth Supplement.

Section 4. Execution of Bonds. The Mayor and the Director of Finance are each hereby authorized and directed to execute the Bonds manually or by facsimile signature, and the City Clerk is hereby authorized to attest such signatures by manual or facsimile signature. The City Clerk is hereby authorized to affix the seal of the City to the Bonds by manual or facsimile impression thereon.

Section 5. Source of Payment. The Bonds shall not constitute an indebtedness of the City but shall constitute obligations which shall be payable as to both principal and interest only from the Electric Works Revenue Fund of the City, as provided in Section 20 of Article XI of the Charter; provided, however, that nothing shall preclude the payment of debt service on the Bonds from any premium or accrued interest received from the sale of the Bonds as provided in Subsection 4 of Section 4 of Article XXVI of the Charter.

Section 6. Official Action. All actions heretofore taken by the officers and agents of the City with respect to the issuance of the Bonds and the negotiation and execution of the agreements relating thereto are hereby approved, confirmed and ratified. The City Manager, the Director of Finance, the City Treasurer, the City Clerk and any and all other officers of the City are hereby authorized and directed, for and in the name and on behalf of the City, to do any and all things and take any and all actions, including, without limitation, the execution and delivery of any and all certificates, requisitions, agreements, policies (including one or more municipal bond insurance policies and one or more debt service reserve account policies) and other documents, which they, or any of them, may deem necessary or advisable in connection with the issuance, sale and delivery of the Bonds.

Section 7. Provisions Necessary and Desirable. The provisions of this Ordinance are deemed necessary and desirable to facilitate the issuance, sale and delivery of the Bonds authorized by this Ordinance.

Section 8. Publication. The City Clerk shall certify to the passage and adoption of this Ordinance and shall cause this Ordinance to be published once in the Glendale Independent, a newspaper of general circulation published in the City.

Section 9. Effective Date. This Ordinance shall take effect on the thirty-first (31 st) day after its passage.
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Passed by the Council of the City of Glendale on the ___ day of ____________, 2024.

Mayor
ATTEST:

City Clerk

STATE OF CALIFORNIA )

COUNTY OF LOS ANGELES ) SS

CITY OF GLENDALE )
I, DR. SUZIE ABAJIAN, City Clerk of the City of Glendale, certify that Ordinance No. ______ was passed by the Council of the City of Glendale, California, at a regular meeting held on the ____ day of ____________, 2024, and that same was passed by the following vote:

Ayes:

Noes:

Absent:

Abstain:

City Clerk
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CITY OF GLENDALE, CALIFORNIA

REPORT TO THE CITY COUNCIL

AGENDA ITEM
Report: Appointment of Drafters of Arguments in Favor and Against Ballot Measure Amending City Charter Provision Pertaining to Awarding of Contracts

1. Motion Appointing a Drafter of Arguments in Favor of Ballot Measure

2. Motion Taking Alternative Action

COUNCIL ACTION
Item Type: Action Item
Approved for December 19, 2023 calendar

EXECUTIVE SUMMARY
On December 5, 2023, the City Council adopted a resolution to place a measure on the ballot that would amend the City Charter provision pertaining to the awarding of city contracts. In accordance with the Glendale Municipal Code, the Council must consider appointment of drafters of the arguments for and against the ballot measure. 502 of 560

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RECOMMENDATION
That the Council appoint Mayor Brotman to write the argument in favor of the ballot measure.

ANALYSIS
The Council adopted Resolution No. 23-190 on December 5, 2023, which places a measure on the ballot that will, if adopted, amend Article VI, Section 9 of the City Charter pertaining to contracts. The measure would amend the Charter to read:

The council shall by ordinance establish standards, procedures, rules, or regulations relating to all aspects of the award and performance of contracts, including contracts for the construction of public improvements, including, but not limited to, compensation paid for performance of such work.”
Additionally, on December 5, 2023, the Council adopted a resolution calling for persons or associations desiring to write arguments for or against the adoption of the proposed measure to be submitted no later than December 11, 2023.

As of the writing of this report, the City has received a request from Mayor Brotman to write the argument in favor of the ballot measure. No persons or associations requested to write an argument against the ballot measure.

GMC Section 1.08.060 provides that the Council, in making such appointments, shall give preference in the order named as follows:

1. Officers of the city elected by the people;

2. Appointive officers of the city;

3. In the case of initiative charter amendment, the proponent of the petition;

4. Bona fide associations of citizens;

5. Individual voters.

Since Mayor Brotman requested to write the argument in favor of the measure, and no other individual or association request to write the argument in favor or against, it is recommended that the Council appoint Mayor Brotman to write the argument in favor of the ballot measure and no individuals or associations be appointed to write an argument against the measure. An argument in favor of the ballot measure would advocate to amend the Charter as set forth above.

STAKEHOLDERS/OUTREACH
N/A.

FISCAL IMPACT
There is no fiscal impact associated with this report.
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ENVIRONMENTAL REVIEW (CEQA/NEPA)
This activity involves organizational and administrative activities of the government related to election procedures and eligibility requirements, and such internal procedural and eligibility changes have no potential for resulting in either a direct physical change in the environment, or a reasonably foreseeable indirect physical change in the environment. As such, this action is not a “project” subject to the requirements of the California Environmental Quality Act (CEQA) 14 Cal. Code Regs § 15378.

CAMPAIGN DISCLOSURE
This item is exempt from campaign disclosure requirements.

ALTERNATIVES TO STAFF RECOMMENDATION

1. The Council can choose not to appoint an individual to write the argument in favor.

2. The Council can provide alternative direction or make alternate appointments.

ADMINISTRATIVE ACTION
Submitted by:

Michael J. Garcia, City Attorney
Prepared by:

Michael J. Garcia, City Attorney
Approved by:

Roubik R. Golanian, P.E., City Manager

EXHIBITS/ATTACHMENTS
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MOTION
Moved by Council Member ___________________________________________ seconded by Council Member ____________________________________________that pursuant to Glendale Municipal Code section 1.08.060, the Council hereby appoints ________________________ to write the argument in favor of amending the City Charter to require the Council to prescribe the standards and procedures for the awarding of City contracts.

Vote as follows:

Ayes:

Noes:

Absent:

Abstain:
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M O T I O N
Moved by Council Member _________________________, seconded by Council Member ___________________________, that regarding the arguments for and against the ballot measure amending the City Charter’s provision regarding contract procurement, the Council takes the following action:

Vote as follows:

Ayes:

Noes:

Absent:

Abstain:
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CITY OF GLENDALE, CALIFORNIA

REPORT TO THE CITY COUNCIL

AGENDA ITEM
Report: Approval of the Form Interconnection Agreement and Public Hearing Approving Fees in Connection with Customer-Owned Non-Net Energy Metering (NEM) Generation.

1. Resolution Approving a Form Interconnection Agreement and Authorizing the Execution of Such Agreements by the City Manager, or his designee.

2. Resolution Amending the City-Wide Fee Schedule and Adopting Fees.

COUNCIL ACTION
Item Type: Hearings
Approved for December 19, 2023 calendar

EXECUTIVE SUMMARY
The City’s electric utility, Glendale Water & Power (GWP) has received requests to interconnect customer owned or managed generation with GWP’s electrical system. As the GWP electric system grows and customer needs increase and become more sophisticated, GWP anticipates additional requests in the future. These requests may occur because of new renewable generation that is not covered by the City’s net metering (NEM) program, from “co-generation,” under which a customer is providing both heat and power to its own facilities, or from batteries or microgrids, among other possibilities. The rapid growth in electric vehicles (EVs) may also cause more customers to consider on-site generation and storage, or to undertake other electrical upgrades.

Interconnection processes can be lengthy and involve several studies and upgrades to the GWP system. A form interconnection agreement (Interconnection Agreement) will facilitate this process, and it is ordinary utility practice to have such an approved agreement in advance of interconnection requests (see Exhibit A). This report requests that the City Council approve a form Interconnection Agreement, approve appropriate fees for the City to recoup its costs in accommodating interconnection requests, and authorize the City Manager, or his designee, to enter into and execute such Interconnection Agreements without further action of the City Council as long as the terms substantially conform to Interconnection Agreement approved by City Council, subject to approval as to form by the City Attorney. In alignment with the foregoing, any modifications to the Council Approved form Interconnection Agreement would be required to preserve the essential aims and objectives of that Agreement. 507 of 560

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RECOMMENDATION
Approve a Form Interconnection Agreement between City of Glendale and a non-NEM qualified generating facility owner/operator (Customer) for the interconnection of a Customer’s generation facilities with the City’s electrical system and authorize the City Manager, or his designee, to (a) execute the Interconnection Agreement, with any revisions thereto that are in substantial conformance with the Interconnection Agreement, and as may be approved by the City Attorney; and (b) take such actions as are necessary, advisable, or required to implement and administer the Interconnection Agreement and interconnection requests. Staff further recommends that the City Council adopt a Resolution implementing appropriate fees for the interconnection process and amending the Citywide Fee Schedule.

ANALYSIS
On October 11, 2023, the City Manager approved the Interconnection Requirements Section of the Electric Service Requirements Manual, establishing the requirements for Glendale Water and Power commercial customers to install and operate non-NEM generation and energy storage systems on their premises. The Interconnection Requirements must be followed by a customer seeking to interconnect new sources of generation with the GWP system, in addition to the execution of an Interconnection Agreement.

As in existing new agreements, GWP had determined that standardizing the process and the documentation Similar to existing NEM agreements, GWP had determined that standardizing the process and the documentation for other types of generation will also be beneficial to GWP customers and it will simplify the interconnection process. For this reason, GWP seeks approval of an Interconnection Agreement that outlines the responsibilities of the Customer and GWP to ensure continued safe and reliable operation of the City’s electric systems.

This does not impact agreements in place for existing or future customers that seek NEM, which allows customers to provide any excess renewable energy back to the Department and receive a corresponding credit or compensation, consistent with Public Utilities Code Section 2827. It also does not impact customers applying for the Feed-in- Tarif (FiT) program. Both sets of standardized agreements comply with applicable state mandates. Regarding NEM, for customers with solar installations, GWP’s current Electric Service Requirements allow up to a 10kW solar array without regard to customer usage; for proposed solar arrays above 10kW, customers may install an array sized for 110% of energy usage. No additional interconnection agreement is needed for such customers provided GWP’s standard NEM interconnection agreement is utilized, which was previously approved by the City Council. This new form Interconnection Agreement is designed to be utilized with any type of interconnection (whether exporting or non-exporting) that is not covered by the NEM or FiT interconnection agreements, including potential power purchase agreements.
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Like NEM and FiT renewable agreements, GWP is proposing delegation of signatory approval authority of the Interconnection Agreement to the City Manager, or his designee, to expedite the interconnection process.

Microgrid Readiness
Throughout California and the nation, customers are applying in greater numbers to attach “microgrids” to their local utilities. As set forth in Public Utilities Code Section 8370 (b), “Microgrid” means an interconnected system of loads and energy resources, including, but not limited to, distributed energy resources, energy storage, demand response tools, and other management, forecasting, and analytical tools, appropriately sized to meet customer needs, within a clearly defined electrical boundary.

Within a clearly defined electrical boundary, a Microgrid can act as a single, controllable entity, and connect to, disconnect from, or run in parallel with larger portions of the electrical grid, or can potentially be managed and isolated to withstand larger disturbances and maintain electrical supply to connected critical infrastructure.

The approval of this proposed Interconnection Agreement will position GWP to be ready to accommodate proposed microgrids that wish to interconnect with the GWP system and can be used by GWP for this purpose. This will also satisfy the requirements of Cal. Public Utilities Code Sec. 8372(a) (SB 1339), which requires that a locally owned public utility such as GWP shall develop a standardized process for the interconnection of a customer-supported microgrid.

At the present time, GWP will use the same interconnection process and fees, as set forth in this staff report, for microgrids as well as conventional interconnections, along with batteries and other Energy Storage systems. Should the provision of new services, control or data management of microgrids necessitate other services, rates or fees for such microgrids, City staff will return to City Council, as necessary, in the future for potential approval of those microgrid services.

Energy Storage System and Other Backup Power Solutions
Batteries and other advanced energy storage systems (ESS) are becoming more popular concepts as customers seek to have further options regarding backup power, load shifting and other methods to satisfy increasing electrical energy needs. Because such new energy storage and other devices may affect the operation of the GWP system, they are required to execute an Interconnection Agreement outlining the respective responsibilities of the customer and GWP. For example, depending on the type of battery or other energy storage system, there may be specific operational requirements, such as not discharging onto the GWP distribution system, that need to be outlined and agreed to. For existing backup generation that customers may already have, such as diesel or natural gas generators or new replacements of such generators (including ESS systems or hydrogen), no Interconnection Agreement is necessary unless there are special applications that may backfeed with GWP or otherwise affect GWP operations. It should be noted that even without an Interconnection Agreement, standard utility practice mandates that backup generation be isolated from the GWP 509 of 560

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system at all times, including in case of an outage. ESS solutions or other energy solutions, including microgrids, that have more complex operations will require an Interconnection Agreement.

Fee Resolution
The City will incur certain costs and expenses associated with reviewing proposed interconnections. In addition, system upgrades may be necessary in some locations within the City in order to accommodate distributed generation. The fees proposed herein would recoup the cost of the interconnection, including any system upgrades.

Any necessary third-party consultant, engineering, construction, or other fees are passed through at actual cost. Fees for City employee time are billed at the then- current approved hourly rate for such employees (see Exhibit B).

If the form Interconnection Agreement is approved, a hearing regarding the proposed fees will take place on that same date. Notice of the hearing was published in accordance with California Government Code 66018.

The proposed interconnection fees are as follows:

Fee Amount Details
Initial Review Fee $1,777.00 per
Application submittal
Payable upon submission of an
Interconnection Application and
upon any resubmittal. Covers the
cost of reviewing the Application
submittal. Non-refundable (see
Exhibit C).

Interconnection Study
Fee
Hourly Rate and Actual
Cost
Payable if the Initial Review
concludes that an Interconnection
Study is required. Covers the cost
of engineering and technical review
of the interconnection, including
system impacts, if any. Any
consultant costs needed by GWP
are an actual-cost pass through.

Fee is refundable until the
Interconnection Study commences.

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which shall be paid in advance. Fee
calculated at actual staff time per
staff hourly rate. As the
Interconnection Study progresses if
actual staff time significantly
exceeds the estimate, GWP will
request additional funds from
customer. After the actual hourly
costs are known, if the actual costs
are higher, the Customer will
receive a supplemental bill; if the
actual costs are lower, the
Customer will receive a refund. The
term “customer” herein shall apply
to the customer or any
interconnecting party.

GWP Design and
Construction
Hourly Rate and Actual
Cost
Deposit of 10% of Estimated Cost is
due with Customer’s submittal of a
signed Interconnection Agreement
with GWP. Balance of Estimated
Cost due upon GWP’s submission
to the Customer of detailed
interconnection designs and a Final
Cost Estimate. If actual costs
exceed estimate, Customer must
submit the difference. If costs are
less than the estimate, the excess
amount is refunded to Customer. If
the project is terminated, the Design
and Construction costs are
refundable to Customer unless and
to the extent work has been
undertaken.

Fee is calculated at actual staff time
per staff hourly rate. Any consultant
or third-party study, design or
construction work is an actual-cost
pass through. The term “customer”
herein shall apply to the customer or
any interconnecting party.

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Customer must submit the
difference. If costs are less than the
estimate, the excess amount is
refunded to Customer. If the project
is terminated, the O&M Costs are
refundable to Customer unless and
to the extent work has been
undertaken. Fee is calculated at
actual staff time per staff hourly rate.

Any consultant or third-party study,
design or construction work is an
actual-cost pass through. The term
“customer” herein shall apply to the
customer or any interconnecting
party.

The proposed fees have been calculated on the basis of the actual costs that the City would incur in connection with reviewing and processing an interconnection application.

Existing GWP Electrical Rates Will Apply
Beyond the fees for Council consideration and potential approval set forth herein, a customer connecting their own generation (including microgrids acting as self- generation without additional advanced services) designed to offset all or substantially all of a customer’s load will be charged the appropriate standby electric rate, which is currently approved by the City Council as the Standby Service Rider: Medium Business Dispatchable and the Standby Service Rider: Large Business Dispatchable.

These rates for service will not change if the City Council approves the Interconnection Agreement and the proposed fees as set forth herein. Those rates will be updated as needed through the City’s rate update process. It is anticipated that nearly all of the parties seeking interconnection with GWP’s electrical system will be customers; in the case (such as a particular stand-alone power purchase agreement, and as may be approved by GWP) of an interconnector not being a customer, the forms and fees will apply to the interconnecting party and GWP staff will modify the forms and process accordingly, with the approval of the City Attorney.

STAKEHOLDERS/OUTREACH
Not applicable.

FISCAL IMPACT
The City will incur certain costs and expenses associated with reviewing proposed interconnections. The fees proposed herein would recoup the cost of the interconnection, including any system upgrades. Any necessary third-party consultant, engineering, construction, or other fees are passed through at actual cost. 512 of 560

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ENVIRONMENTAL REVIEW (CEQA/NEPA)
The project is Categorically Exempt under the provisions of the California Environmental Quality Act (CEQA) pursuant to the California Code of Regulations, Title 14, Sections 15301 and 15302, concerning repair, maintenance, or minor alterations of existing utility facilities, and replacement or reconstruction of existing utility systems or facilities.

CAMPAIGN DISCLOSURE
This item is exempt from campaign disclosure requirements.

ALTERNATIVES TO STAFF RECOMMENDATION
Alternative 1: Note and File this report, as well as provide further direction to staff relating to same.

Alternative 2: Consider any other alternative not proposed by staff.

ADMINISTRATIVE ACTION
Submitted by:

Mark Young, General Manager - Glendale Water and Power
Prepared by:

Daniel Scorza, P.E., Chief Assistant General Manager - Electric Approved by:

Roubik R. Golanian, P.E., City Manager

EXHIBITS/ATTACHMENTS
Exhibit A: Form Interconnection Agreement for Generation and/or ESS Exhibit B: Fee Schedule
Exhibit C: Memo dated December 6, 2023, regarding Initial Review Fee for Interconnection
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RESOLUTION NO._______________

A RESOLUTION OF THE COUNCIL OF THE CITY OF GLENDALE, CALIFORNIA

AMENDING THE CITYWIDE FEE SCHEDULE TO ADD NEW FEES FOR GLENDALE

WATER & POWER INTERCONNECTION PROCEDURES

WHEREAS, the customers and users of the Glendale Water and Power (“GWP”) electric system have and will request to interconnect third-party sources of electric generation; and

WHEREAS, the City will incur costs in reviewing applications to interconnect, studying the impacts of proposed interconnection on the GWP system, and designing, building and procuring sufficient interconnection facilities and distribution upgrades to support those requests to interconnect and entering into Interconnection Agreements (the “Interconnection Costs”); and demand for interconnection to the GWP system may increase in the future; and

WHEREAS, the proposed fees have been calculated on the basis of the actual costs which the City estimates to incur in connection with reviewing and processing interconnection requests; and

WHEREAS, the proposed fees constitute charges imposed for one or more of the following reasons: (1) a specific City benefit conferred or privilege granted (California Constitution, Article XIIIC, §1(e)(1)); (2) a City service or product (California Constitution, Article XIIIC, §1(e)(2)); and/or (3) the issuance of licenses and permits and performing investigations, inspections and audits (California Constitution, Article XIIIC, §1(e)(3)); and

WHEREAS, the Council has conducted a noticed public hearing regarding the proposed fees for interconnection with GWP in accordance with California Government Code 66018.

NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF GLENDALE:

SECTION 1. Notice of the public meeting and public hearing at which this Resolution was considered was properly given, and all oral and written presentations made to and heard by the City Council were properly considered.

SECTION 2. There is a reasonable relationship between the fees to be collected for the provision of various City services and the City’s costs in providing those services.

SECTION 3. The interconnection fees attached hereto as Exhibit B:
a) do not exceed the actual or estimated reasonable costs to the City of providing the services to which the fees relate;
b) are reasonable and necessary to enable the City to provide the benefit or privilege, service or product, license or permit to which they relate; and 535 of 560

c) have been allocated in a manner such that the costs to the payor bear a fair and reasonable relationship to the payor’s burden on, or benefits received, from the City.

SECTION 4. The Council hereby adopts the fees as set forth in Exhibit B, attached hereto and incorporated herein by reference.

SECTION 5. This Resolution shall take effect immediately upon its adoption.

Adopted this ___________day of ________, 2023.

______________________________
Mayor
ATTEST:

__________________________
City Clerk

STATE OF CALIFORNIA )

COUNTY OF LOS ANGELES ) SS

CITY OF GLENDALE )

I, ______________, City Clerk of the City of Glendale, certify that the foregoing Resolution No. ___________was adopted by the Council of the City of Glendale, California, at a regular meeting held on the __________ day of __________, 2023, and that the same was adopted by the following vote:

Ayes:

Noes:

Absent:

Abstain:

________________________________
City Clerk

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EXHIBIT B

GLENDALE WATER & POWER INTERCONNECTION FEES

Fee is refundable until the
Interconnection Study commences.

Fee is calculated at actual staff time
per staff hourly rate. Payment for
the Interconnection Study Fee is
due upon notification to Customer
by GWP that an Interconnection
Study Fee is required. GWP will
estimate the amount necessary for
the Interconnection Study Fee,
which shall be paid in advance. Fee
is calculated at actual staff time per
staff hourly rate. As the
Interconnection Study progresses if
actual staff time significantly
exceeds the estimate, GWP will
request additional funds from
customer. After the actual hourly
costs are known, if the actual costs
are higher, the Customer will
receive a supplemental bill; if the
actual costs are lower, the
Customer will receive a refund. The
term “customer” herein shall apply
to the customer or any
interconnecting party.

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GWP Design and
Construction
Hourly Rate and Actual
Cost
Deposit of 10% of Estimated Cost is
due with Customer’s (or other
interconnecting party’s) submittal of
a signed Interconnection Agreement
with GWP. Balance of Estimated
Cost due upon GWP’s submission
to the Customer of detailed
interconnection designs and a Final
Cost Estimate. If actual costs
exceed estimate, Customer must
submit the difference. If costs are
less than the estimate, the excess
amount is refunded to Customer. If
the project is terminated, the Design
and Construction costs are
refundable to Customer unless and
to the extent work has been
undertaken.

O&M Costs for the
Interconnection
Hourly Rate and Actual
Cost
Customer shall be billed as O&M is
needed. Customer shall pay the
estimated O&M cost in advance. If
actual costs exceed estimate,
Customer must submit the
difference. If costs are less than the
estimate, the excess amount is
refunded to Customer. If the project
is terminated, the O&M Costs are
refundable to Customer unless and
to the extent work has been
undertaken. Fee is calculated at
actual staff time per staff hourly
rate. Any consultant or third-party
study, design or construction work is
an actual-cost pass through. The
term “customer” herein shall apply
to the customer or any
interconnecting party.

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F

ORM INTERCONNECTION AGREEMENT FOR GENERATION

AND/OR ENERGY STORAGE SYSTEM

BETWEEN

CITY OF GLENDALE
AND
[INSERT NAME]
Th
is Form Interconnection Agreement for Generation and/or Energy Storage System (“Interconnection Agreement”), dated as of the date of the last signatory hereto (“Effective Date”), and assigned Interconnection ID Number: INT#_______________ (to be inserted by GWP), is entered into by and between [INSERT NAME] (“___________”), [TYPE OF ENTITY, e.g. individual or corporation] (“Customer”), and the City of Glendale, a municipal corporation, acting through its utility department, Glendale Water & Power (“GWP”), referred to herein jointly as Parties or individually as Party. If Customer is a Tenant (as defined herein), Property Owner [INSERT NAME] (“___________”) is also hereby made a Party to this Interconnection Agreement.

1. AP

PLICABILITY AND DEFINITIONS

1. 1 This Interconnection Agreement provides for Customer to interconnect and operate its Generating Facility (as described in Exhibit A) in parallel with GWP’s Distribution System.

Customer shall be a Customer of GWP prior to Customer’s execution of this Interconnection Agreement.

1. 2 This Interconnection Agreement will not be utilized to facilities that qualify for net energy metering under GWPs Rules and Regulations, unless otherwise specified by GWP. 1 .3 Definitions.
“
Authorized Representative” shall mean a representative of Party who is authorized to act on such Party’s behalf with respect to matters contained in this Interconnection Agreement, provided that such Authorized Representative shall have no authority to amend, alter, delete or otherwise modify any of the provisions of this Interconnection Agreement. “
Customer” shall be the person or entity whose GWP account is associated with the billing meter interconnected to the Generating Facility.
“
Distribution System” shall mean the wires, transformers, and related equipment within GLENDALE’s utility service territory and serving Customer’s electrical loads at the Location identified herein.
“
GWP Interconnection Facilities” shall mean GWP-owned Interconnection Facilities, which are generally located on the GWP side of the Point of Interconnection. “P
roperty Owner” shall be the person or entity that owns the real property at the Customer’s Location.

EXHIBIT A
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“Tenant” means a Customer who is not the Property Owner at the Location, but who has the legal right to occupy the Location under a lease or other relevant document.

Other capitalized terms not defined herein shall be defined as set forth in the GWP’s Electric Service Requirements.

2. DESCRIPTION OF FACILITY

2.1 Customer owns or leases the property located at: [INSERT ADDRESS], GLENDALE, California [INSERT ZIP CODE] (“Location”).

2.2 Customer has elected to interconnect and operate a Generating Facility (which may include battery or other energy storage) on the Property in parallel with GWP’s Distribution System. Prior to commencement of construction of the Generating Facility, Customer shall submit the Facility’s plans and design package for review and approval consistent with applicable GWP design, construction, and operations standards and practices and Prudent Electrical Practices. Such review or approval shall be in accordance with GWP Rates, Rules and Regulations, and shall not impose or create any additional liability on or for GWP and shall not relieve Customer of any responsibility or liability which Customer may have under this Interconnection Agreement or by law.

2.3 Upon approval of the Generating Facility’s plans and design package, the Facility shall not be relocated or modified without GWP’s written consent.

3. INTERRUPTION OR REDUCTION OF PRODUCTION

3.1 GWP may require Customer to interrupt or reduce operation of the Generating Facility:
(a) when necessary or advisable as determined by GWP in order to construct, install, maintain, repair, replace, remove, investigate, or inspect any of GWP’s equipment or part of its system; (b) if GWP determines in its sole discretion that curtailment, interruption, or reduction is necessary because of emergencies (of any nature), forced or scheduled outages, force majeure, or compliance with Prudent Electrical Practice or (c) when the Facility or its operation endangers GWP’s personnel, any person, GWP’s Distribution System, the environment, or any property; or (d) when Customer fails to operate the Generating Facility in conformance with applicable municipal, state, and federal law, including, but not limited to Glendale’s Rates, Rules and Regulations. No payment or penalty shall be paid by GWP for such interruption or reduction in Generating Facility operation.

3.2 Whenever reasonably possible, GWP will give Customer reasonable notice of the possibility or actual interruption or reduction of energy deliveries that may be required.

Notwithstanding the foregoing, GWP will not be liable for failure or delay in providing such notice.

3.3 GWP shall not be required to provide notice to Customer if at any time GWP, in its sole discretion, determines that an emergency or unsafe operating condition exists related to 540 of 560

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Customer’s Generating Facilities or other equipment. The Generating Facility shall remain disconnected until such time as GWP determines that the condition(s) have been corrected to GWP’s satisfaction.

4. INTERCONNECTION FACILITIES AND CUSTOMER’S PAYMENT FOR

INTERCONNECTION

4.1 Customer acknowledges, accepts, and agrees that connection and operation of the Generating Facility shall be subject to the terms and conditions set forth in this Interconnection Agreement and Glendale’s Rates, Rules and Regulations.

4.2 Payment. Customer agrees to pay, in full, for all estimated design and construction costs of Interconnection Facilities including, but not limited to all electrical wires, switches, and related equipment that are required to allow the interconnection of the Generating Facility to the Distribution System (“Interconnection Facilities Costs”), and as such Interconnection Facilities are more fully defined in GWP’s Electric Service Requirements, which Interconnection Facilities are identified in Exhibit B. Any consultant or third-party study, design or construction work is an actual-cost pass through, and included in the Interconnection Facilities Costs. A deposit of 10% of the estimated Interconnection Facilities Cost is due upon Customer’s execution of this Interconnection Agreement. Such fees and charges shall be as adopted by the City of Glendale fee process including but not limited to the City Council’s amendment of GWP’s Rates, Rules and Regulations (“Adopted Fees”). After GWP completes calculations of any Interconnection Facilities Costs (at GWP’s discretion all or a portion thereof), an invoice will be sent to Customer for the balance of the Interconnection Facilities Cost (90%), which shall be paid within thirty (30) days. No GWP activity to complete the tasks contemplated by this Interconnection Agreement until payment has been received. Generally, Interconnection Facilities on the customer side of the Point of Interconnection will be owned and operated by Customer (unless otherwise specified by GWP), and Interconnection Facilities on the GWP side of the Point of Interconnection (“GWP Interconnection Facilities”) will be owned and operated by GWP. Customer shall pay the full cost of all Interconnection Facilities and GWP Interconnection Facilities.

(a) If the actual costs incurred by GWP for Interconnection Facilities Costs are less than those costs paid to GWP by Customer, GWP shall refund to Customer the remaining funds without interest within sixty (60) days of interconnection of the Generating Facilities.

(b) If the actual costs incurred by GWP for Interconnection Facilities Costs exceed the costs paid to GLENDALE by Customer, Customer shall pay GWP the additional funds without interest within sixty (60) days of receipt of an invoice from GWP.

Ongoing Operation and Maintenance Costs. Customer shall be billed for operating and maintenance (O&M) costs as is needed. Customer shall pay the estimated O&M cost in advance. If actual costs exceed estimate, Customer must submit the difference. If costs are less than the estimate, the excess amount is refunded to Customer. If the O&M project or the Interconnection Agreement itself is terminated, the O&M Costs are refundable to Customer unless and to the extent work has been undertaken. Any consultant or third-party study, design 541 of 560

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or construction work is an actual-cost pass through.

4.3 The Interconnection Facilities are generally described in Exhibit B (the design and construction of which may be more fully developed by GWP during the design and construction phases after payment by Customer is received) and a one-line diagram of the interconnection at the Point of Interconnection to GWP’s Distribution System is included as Exhibit C. GWP Interconnection Facilities provided under this Interconnection Agreement, if any, shall at all times be and remain the sole property of GWP and shall be owned, maintained, and operated by GWP.

4.4 GWP shall design, procure, construct, install, and own any of the identified system upgrades beyond the Delivery Point, and including the GLENDALE meter(s), that may be required in order to connect a Generating Facility, including any necessary GWP Interconnection Facilities (“System Upgrades”). The actual cost of the System Upgrades, including overheads, shall be borne by Customer.

4.5 Upon discontinuance of the use of the GWP Interconnection Facilities due to termination of this Interconnection Agreement, or otherwise, (a) GWP shall have the right, within one hundred eighty (180) days, but not the obligation, to remove any portion of the GWP Interconnection Facilities located on the property where the GWP Interconnection Facilities are installed, and (b) all cost of removal of any portion of the GWP Interconnection Facilities will be solely borne by Customer, and Customer shall pay GWP within twenty (20) days of receipt of an invoice from GWP. Alternatively, GWP may request Customer to remove (or arrange for the removal of) such GWP Interconnection Facilities at Customer’s expense, or keep the GWP Interconnection Facilities, at GWP’s discretion.

4.6 Unless specified in a signed, valid Power Purchase Agreement (“PPA”) or other applicable agreement between the Parties, GWP will not be liable (and will not pay for) any energy delivered by Customer onto GWP’s Distribution System. Unless otherwise specified in a relevant agreement, any energy received by GWP will be inadvertent energy. Other than as may be specifically set forth in any law, rule or regulation, no Customer or counterparty to an executed Interconnection Agreement is guaranteed any expectation of a PPA or other power purchase arrangement with GWP.

4.7 This Interconnection Agreement does not change any of Customer’s ordinary rates, payments or fees for electric service at the Location, which shall be according to Glendale’s Adopted Fees. Payments under this Interconnection Agreement shall be in addition to such other rates, payments or fees.

4.8 Interconnection Schedule. Upon complete execution of this Interconnection Agreement, GWP will proceed to the design, construction and other phases necessary to complete the process contemplated herein. Upon request, GWP will provide a status update to Customer after six (6) months, and thereafter upon each request at six (6) month intervals. Due to the variety and complexity of system improvements and other GWP efforts that may be required, GWP cannot guarantee a particular timeframe for final completion of the tasks contemplated herein. Customer acknowledges this timeframe and any mitigation or planning efforts to account for design or construction timing must be taken by Customer at Customer’s own 542 of 560

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expense. GWP will not be responsible for any costs incurred by Customer as a res ult of timing for completion.

5. DESIGN, OPERATION, AND MAINTENANCE REQUIREMENTS

5.1 Customer shall be responsible for the design, installation, operation and maintenance of the Generating Facility (for the purposes of this Section and all other design, operation, maintenance, liability and other like requirements in this Interconnection Agreement, the term “Generating Facility” includes any Interconnection Facilities and equipment on the customer side of the Point of Interconnection) and shall obtain and the Customer is responsible for obtaining and maintaining all local building permits and final inspections with the City of Glendale Building & Safety Department and any other jurisdictional agency (collectively, “Permitting Agencies”).

5.2 In its design, operation, and maintenance of the Generating Facility, Customer shall at all times conform to all applicable laws, regulations and safety and performance standards including but not limited to those established by (a) the National Electrical Code (NEC) as amended or supplemented, (b) the Institute of Electrical and Electronics Engineers (IEEE) or its successor, (c) accredited testing laboratories such as Underwriters Laboratories, (d) applicable state and federal law, (e) applicable building codes, (f) General Order 95 for State of California General Order for overhead line construction and General Order 128 for construction of underground supply system and communication systems, (g) Glendale’s Rates, Rules and Regulations, including the Electric Service Requirements, and (h) Prudent Electrical Practice.

5.3 Customer shall permit GWP to inspect and shall promptly provide GWP copies, at Customer’s expense, of Customer’s testing and maintenance records for the Generating Facility. Customer shall, at Customer’s expense, provide GWP upon GWP’s request with inspection and maintenance reports in a form reasonably satisfactory to GWP at least every other year during the term of this Interconnection Agreement.

5.4 Customer shall reimburse GWP for any and all losses, damages, claims, penalties, or liability it incurs as a result of Customer’s failure to comply with this Section. In its sole discretion, and without limiting its other remedies, GWP may immediately disconnect the Generating Facility, if Glendale determines that the Generation Facility does not comply with this Section 5.

6. CONDITIONS OF GENERATING FACILITY OPERATIONS

6.1 Customer shall interconnect with GWP energy from the Generating Facility to GWP at GWP’s meter at the designated Point of Interconnection.

6.2 In no event shall the Generating Facility’s capacity exceed the Nameplate Rating set forth in Exhibit A of this Interconnection Agreement, or be otherwise increased without prior written consent of GWP. Customer shall maintain a power factor within the range of 0.95 leading to 0.95 lagging at the interconnection point unless GWP has established different requirements such that Customer’s generation will not adversely affect the voltage regulation of GWP’s electric system.
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6.3 Customer, and not GWP, shall be solely responsible for all legal and financial obligations arising from the construction, installation, design, operation, and maintenance of the Generation Facility in accordance with all applicable laws and regulations.

6.4 Metering / Telemetering

6.4.1 Any and all energy produced under this Interconnection Agreement shall be measured using revenue quality electrical meters and equipment owned, operated and maintained by GWP. The Facility shall be metered at the location designated on Exhibit C.

6.4.2 GWP shall furnish and install, at Customer’s sole cost and expense in accordance with Glendale’s Rates, Rules and Regulations, one or more standard watt-hour meters to read energy generated by the Generation Facility. When requested, Customer shall provide and install a meter socket in accordance with GWP’s metering standards. GWP, in its sole discretion, reserves the right to install additional metering equipment.

6.5 Customer shall not connect the Generating Facility, or any portion of it, to the GWP Distribution System, until written approval for the Generating Facility has been given to Customer by GWP. GWP shall have the right to have its representatives present at the initial testing of the Generating Facility.

6.6 Customer may reconnect its Generating Facility to GWP’s Distribution System following normal operational outages and interruptions of the Generating Facility without notifying GWP unless GWP has disconnected service, or GWP notifies Customer that a reasonable possibility exists that reconnection will pose a safety hazard.

6.7 If GWP has disconnected service to the Generating Facility, or GWP has notified Customer that a reasonable possibility exists that the reconnection will pose a safety hazard, Customer may request that GWP authorize re-connection of the Generating Facility.

Depending upon the reason for the disconnection or non-operation of the Generating Facility, GWP may request (at Customer’s expense) inspections and/or corrections, and releases from appropriate Permitting Agencies, and any other data or information necessary for GWP to determine in GWP’s sole discretion whether re-connection shall be authorized.

6.8 The Generating Facility, and all portions of it used to provide or distribute electrical power and parallel interconnection with the GWP’s Distribution System shall be designed, installed, constructed, operated, and maintained in compliance with the standards and requirements set forth in this Interconnection Agreement, the Electric Service Requirements, and all Glendale Rates, Rules and Regulations. Compliance with all standards is mandatory unless prior written approval is provided by GWP for those specific items not in compliance.

Exemptions shall be in writing, signed by GWP, and shall be attached to and become a part of this Interconnection Agreement.

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regarding the specific operating characteristics of Customer’s Microgrid. At GWP’s discretion, these Microgrid Operational Requirements will be memorialized in writing in the Exhibits to this Interconnection Agreement, in an Amendment to this Interconnection Agreement, or in a separate agreement between the Parties. GWP is not obligated to support the operation of any particular type of Microgrid operation or contractual arrangement, including but not limited to a PPA, demand response agreement or other arrangement. For the purposes of this Interconnection Agreement, “Microgrid” shall have the definition set forth in Cal. Public Utilities Code Sec. 8370(d). It is understood and acknowledged by Customer that GWP’s Distribution System may have operational limitations that may not support all potential Customer Microgrid functionalities that may be considered by Customer.

7. ACCESS TO PREMISES

GWP may enter the Property: (a) to inspect, as GWP deems necessary, Customer’s protective devices and to read or test meters; (b) to disconnect, without notice, the Generating Facility if, in GWP’s sole opinion, an emergency or unsafe operating condition exists related to Customer’s Generation Facility or Interconnection Facilities; and/or (c) as otherwise permitted under GWP’s Electric Service Requirements and Glendale’s Rates, Rules and Regulations.

Self-reads and reads from adjacent properties are not permitted.

GWP may enter the Customer’s premises without prior notice:
(a) to inspect at all reasonable hours the Generating Facility’s protective devices and read or test any meter for the Generator or Generating Facility. (b) to disconnect, at any time, without notice, the Generating Facility or any portion thereof if, in GWP’s sole opinion, a hazardous condition exists and that immediate action is necessary to protect persons, or GWP’s facilities or property of others from damage or interference caused by but not limited to the following:
a. (1) the Generating Facility or
b. (2) the Customer and/or Customer’s failure to comply with requirements of these provisions; and
c. (c) if applicable, monthly to read the digital meter for billing purposes.

Further, GWP shall have, at all times (24/7/365), ingress and egress from the facility as necessary to fulfill all of GWP’s responsibilities and duties under this Interconnection Agreement, GWP’s Electric Service Requirements and Prudent Electrical Practices.

Additional Property Access

When necessary, Customer (or if Customer is a Tenant, Property Owner) shall, and hereby does grant to GWP (or shall obtain for GWP, and provide acceptable documentation to GWP thereof):
i) the right to install the GWP-owned Interconnection Facilities (“GWP Interconnection Facilities”) and related equipment or materials on real property along the most practical route which is of sufficient width to provide legal and safe clearance from all structures now or hereafter erected on said real property (“Necessary Real Property”); and
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ii) the right of ingress and egress from said Necessary Real Property as reasonably necessary for GWP to operate, maintain, and remove the Interconnection Facilities. iii) Where formal rights of way and /or easements are required on or over said Necessary Real Property or the property of some third party for the installation of the Interconnection Facilities, Customer agrees that GWP’s obligation to install the Interconnection Facilities is expressly conditioned on the granting, without cost to GWP, of any and all necessary rights of way and/or easements to GWP.

Customer’s obligations to provide access rights as set forth herein are ongoing obligations.

8. FORCE MAJEURE

8.1 Any Party to this Interconnection Agreement shall be excused from performance under this Interconnection Agreement to the extent, but only to the extent, that performance hereunder is prevented by an act or event of Force Majeure. For purposes of this Agreement Force Majeure means flood, earthquake, storm, wildfire, lightning, epidemic (excluding COVID- 19), pandemic (excluding COVID-19), quarantine restrictions (excluding COVID-19), war, civil disturbance or disobedience, labor dispute, labor or material shortage, sabotage, restraint by court order or public authority not the responsibility of the Party affected, act of God, and action or non-action by or inability to obtain authorizations or approvals from any governmental agency or authority, which by exercise of due diligence it shall be unable to overcome and is beyond the reasonable control of the affected Party (“Force Majeure”). Any affected party claiming Force Majeure shall exercise due diligence to overcome or mitigate the effects of such an act or event of Force Majeure; provided, however, that nothing in this Interconnection Agreement shall be deemed to obligate the Party affected by an act or event of Force Majeure to forestall or settle any strike, lock-out or other labor dispute against its will.

8.2 In the event of any delay or nonperformance resulting from an event of Force Majeure, the Party suffering the Force Majeure shall, as soon as practicable under the circumstances, notify the other Party in writing of the nature, cause, date of commencement thereof and the anticipated extent of any delay or interruption in performance.

8.3 If a Party is prevented from performing its material obligations under this Interconnection Agreement for a period of twelve (12) consecutive months or longer, the unaffected Party may terminate this Interconnection Agreement, without liability of either Party to the other, upon thirty (30) days written notice at any time during the Force Majeure event.

9. INDEMNITY AND LIABILITY

9.1 Customer agrees to indemnify, defend (at City’s option) and hold harmless City, GWP their officers, agents, employees, representatives, and volunteers (collectively, “City Indemnitees”) from and against any and all third-party claims, suits, causes of action, proceedings, judgments, decrees, awards, settlements, liens, losses, injuries, demands, defense costs, actions, liability (actual or alleged; in contract or tort; for bodily injury; or otherwise), or damages of any kind or nature arising out of or in connection with Customer’s engineering, design, construction, maintenance, repair, operation, supervision, inspection, testing, protection or ownership of the Generating Facilities, or the making of replacements, 546 of 560

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additions of any kind, betterments to, or reconstruction of the Generating Facilities or any other actions or inactions of Customer under this Interconnection Agreement or Glendale’s Rates, Rules and Regulations (collectively, “Claims”), except to the extent such Claims arise out of the sole active negligence or willful misconduct of GWP. Such duty to provide indemnity to City Indemnitees shall include expenses, which expenses include but are not limited to, attorneys’ fees (through attorneys reasonably acceptable to City); costs of an investigation, litigation, arbitration, mediation, administrative or regulatory proceeding or appeal; fees of accountants, expert witnesses, contractors or other professionals; and pre- or post- judgment interest or settlement interest.

9.3 Notwithstanding any other provision of this Interconnection Agreement, City Indemnitees shall not be liable for damages of any kind or nature to the Generating Facility or any other Customer equipment or damages caused by any electrical disturbance of the GWP system or on the system of another utility or other entity, whether or not the electrical disturbance results from the negligence of GWP.

9.4 In no event shall either Party be liable to the other Party for any indirect, special, consequential, or punitive damages whatsoever.

9.2 The provisions of this Section 9 shall not be construed to relieve any insurer of its obligations to pay any insurance claims in accordance with the provisions of any valid insurance policy and shall survive the termination of this Interconnection Agreement.

10. INSURANCE

10.1 Without limiting GWP’s right to indemnification, it is agreed that Customer shall secure, prior to commencing any activities under this Interconnection Agreement, and maintain, during the term of this Interconnection Agreement, insurance coverage as follows:

(a) For Generation Facilities up to 30kW (CEC-AC), Customer shall provide GWP with copies of all residential (may be homeowners’) or commercial insurances in force and effect for the Location.

(b) For Generation Facilities greater in size than 30kW (CEC-AC), Customer shall provide:

Commercial General Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, and Independent Contractor’s Liability, in an amount not less than $1,000,000 per occurrence, $1,000,000 annual aggregate, written on an occurrence form. Such insurance shall be written on a primary basis (i.e., without a self-insured retention), but may include a deductible of not more than $5,000 per occurrence, provided that such deductible is disclosed to City, in writing, at the inception of this Interconnection Agreement.

10.2 Prior to the commencement of work under this Interconnection Agreement, Customer shall submit to City an insurance certificate evidencing the insurance required in this Section, and stating that said insurance provides, either by endorsement or suitable blanket policy 547 of 560

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language, that this insurance shall not be cancelled without thirty (30) calendar days prior written notice to City, except in the event of cancellation for non-payment of premium which shall provide for not less than ten (10) days’ notice.

10.3 City is hereby authorized to modify the requirements set forth in Sections 10.1 and 10.2 in the event City determines that such reduction or modification is in City’s best interest.

11. GOVERNING LAW AND VENUE

This Interconnection Agreement shall be interpreted, governed, and construed under the laws of the State of California as if executed and to be performed wholly within the State of California. In the event that suit is brought by a Party, the Parties agree that trial of such action shall be vested exclusively in the State Court of California, County of Los Angeles, or in the United States District Court, Central District of California, in the County of Los Angeles regardless of choice of law or forum non conveniens. Customer must comply, to the extent applicable, with California law governing claims by or against public entities and presentment of such claims.

12. AMENDMENTS, MODIFICATIONS, OR WAIVER

Any amendments or modifications to this Interconnection Agreement shall be in writing and agreed to by both Parties. The failure of any Party at any time or times to require performance of any provision hereof shall in no manner affect the right at a later time to enforce the same.

No waiver by any Party of the breach of any term or covenant contained in this Interconnection Agreement, whether by conduct or otherwise, shall be deemed to be construed as a further or continuing waiver of any such breach or a waiver of the breach of any other term or covenant unless such waiver is in writing. The information contained in Exhibits A, B, and C may be changed, added to, or amended from time to time on the same terms and conditions as reflected in this Interconnection Agreement subject to the mutual agreement in writing by each Party’s authorized representative. Such mutual written agreement by each Party shall be deemed a change, addition, or an amendment of this Interconnection Agreement not requiring further amendment to the entire Interconnection Agreement.

13. ASSIGNMENT / SEVERAL OBLIGATIONS / NO PARTNERSHIP

Assignment. Neither Party may assign this Interconnection Agreement without the consent of the other Party, which consent shall not unreasonably withheld (“Assignment”). Any such Assignment or delegation made without such written consent shall be null or void.

Several Obligations. If Customer is a Tenant as defined herein, the duties, obligations, and liabilities of Customer and Property Owner under this Interconnection Agreement are several and joint or collective with respect to each other to the fullest extent of the law; GWP may hold one or both completely responsible and liable for all duties, obligations, and liabilities under this Agreement to the fullest extent of the law.

No Partnership. Nothing contained in this Interconnection Agreement shall be construed to create an association, trust, partnership, or joint venture between LADWP and 548 of 560

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Interconnector(s) or to impose a trust or partnership duty, obligation, or liability on LADWP or any Interconnector with regard to the other Party

14. NOTICES

14.1 Notices and communication concerning this Interconnection Agreement shall be sent to the following addresses:

GLENDALE WATER & POWER
141 N. Glendale Avenue, Level 4
Glendale, CA 91206

With a copy, which shall not constitute notice to:

Glendale City Attorney’s Office
613 E. Broadway, Suite 220
Glendale, CA 91206
Attn: GWP Counsel

CUSTOMER

With a copy to:

[INSERT NAME]
[INSERT STREET ADDRESS]
[INSERT CITY, STATE, ZIP CODE]

PROPERTY OWNER

With a copy to:

[INSERT NAME]
[INSERT STREET ADDRESS]
[INSERT CITY, STATE, ZIP CODE]

14.2 Either Party may, by notice to the other Party, change the respective address specified above. Service of notice or communication shall be complete when received at the designated address.

14.3 Customer’s notices to GWP pursuant to this Section shall refer to the Customer’s Account Number and the Interconnection ID Number assigned by GWP. .

14.4 In the event of an emergency, Customer shall immediately notify GWP at: (818) 548- 2011 of any emergency situation related to the Facility.

14.5 Notice by GWP to Customer of an emergency situation which affects operation of the 549 of 560

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Generating Facility shall be to [INSERT Customer’s CONTACT NAME AND TELEPHONE NUMBER]. GWP will make reasonable efforts to provide such notice as may be specifically set forth in this Interconnection Agreement, but will not be liable for any lack of such notice to Customer.

15. TERM AND TERMINATION OF AGREEMENT

15.1 The effective date of this Interconnection Agreement shall be the latest date of execution hereinafter set forth opposite the names of the signatories hereto (“Effective Date”).

In the event Customer or any other Party fails to set forth a date of execution opposite the name(s) of Customer’s signatories, all Parties hereby authorize GWP to insert the date of execution by the relevant Party as the date said Interconnection Agreement as executed by Customer is received by GWP. This Interconnection Agreement shall continue until terminated in accordance with its terms.

15.2 GWP may terminate this Interconnection Agreement for any one or more of the following reasons:

(a) A change in applicable rules, tariffs, and regulations, as approved or directed by the applicable regulatory authority, or a change in any local, state or federal law, statute or regulation, either of which materially impairs GWP’s ability to perform GWP’s duties under this Interconnection Agreement. In the event of termination of the Interconnection Agreement under this Section 15.2(a), the Parties may negotiate for a replacement interconnection agreement covering the Generating Facility, if reasonably feasible.

(b) Customer violates any provision of the Glendale’s Rates, Rules and Regulations, or any provision of this Interconnection Agreement. In the event of violation under this Section

15.3(b), GWP will notify Customer in writing that its Generating Facility is out of compliance with the Glendale’s Rates, Rules and Regulations or the terms of this Interconnection Agreement, and if appropriate, request Customer to take remedial action to immediately cure such violation. GWP’s termination right under this Section 15.2(b) shall be effective within ninety (90) days of such written notice if Customer has failed to take all corrective actions specified in GWP’s notice or has not otherwise submitted a cure plan acceptable to GWP within the ninety (90) days.

(c) Customer abandons the Facility. GWP shall deem the Generating Facility to be abandoned if, after one hundred twenty (120) days, the Generating Facility (1) has been non-operational, and such non-operation is not due to a Forced Majeure or outage requested by GWP for GWP’s own purposes (“Forced Outage”), and (2) Customer has not provided a substantive response to GWP’s written notice of its intent to terminate this Interconnection Agreement under this Section 15.2(c), which shall be provided if reasonably possible by GWP to Customer. Customer’s response to such notice shall indicate the reasons for the non-operation of the Generating Facility, and shall provide a remediation plan, if Customer wishes to do so. GWP will evaluate any such remediation plan, and if it is reasonably acceptable to GWP, GWP and Customer may enter into a written confirmation of such plan. If either GWP does not find such plan reasonably acceptable, or no such plan is provided, GWP may terminate pursuant to this Section. 550 of 560

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15.4 This Interconnection Agreement shall t erminate, without notice, upon (a) Failure of both Customer and, when Customer is a Tenant, the Property Owner, to arrange and complete Assignment of this Interconnection Agreement before the Tenant no longer holds a lease or other right to occupy the property or the Property Owner sells or otherwise disposes of the Property; (b) Customer’s (or Property Owner’s) loss of the right to maintain the Generating Facility on the real property where the Generating Facility is located; or (c) material changes to Customer’s Generating Facility or material changes to Customer’s electric load, or both, without GWP’s written approval, which cause Customer to no longer satisfy all requirements for interconnection to the GWP Distribution System, as described in this Interconnection Agreement and in GWP’s Rates, Rules and Regulations.

16. SIGNATURES

Customer and (if applicable, Property Owner’s) signator(ies) represent that each hold the positions set forth below their signatures and that they are authorized to execute this Interconnection Agreement on behalf of Customer (and if applicable, Property Owner) and to bind Customer and/or Property Owner hereto. A signed copy of this Interconnection Agreement or any amendment thereto bearing a digital signature, shall be deemed to have the same legal effect as delivery of an original executed copy of this Agreement or such amendment thereto for all purposes, and each digital signature should be given the same legal force and effect as a handwritten signature.

17. INTEGRATED CONTRACT

Exhibits A, B and C are attached hereto and incorporated herein by reference. This Interconnection Agreement and the Exhibits hereto contain the entire agreement of GWP and Customer with respect to the matters covered hereby, and no agreement, statement, or promise made by either GWP or Customer which is not contained herein, shall be valid or biding. No prior agreement, understanding, or representation pertaining to any such mater shall be effective for any purpose.

[Remainder of Page Left Intentionally Blank]

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IN WITNESS WHEREOF, the Parties hereto have caused this Interconnection Agreement to be executed on the dates hereinafter respectively set forth.

CITY OF GLENDALE, a municipal corporation
By: __________________________________

Name & Title: __________________________

General Manager, Glendale Water & Power

Date: ________________________________

CUSTOMER
By:___________________________________

Name & Title: __________________________

Date:_________________________________

Sole Signature Above if Customer is the Property Owner

PROPERTY OWNER
By:___________________________________

Name & Title: _________________________

Date:________________________________

Signed Also by Property Owner if Customer is not the Property Owner.

APPROVED AS TO FORM

NAME: __________________________
TITLE: __________________________

SIGNATURE: _____________________
DATE: __________________________

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Attachments:

Exhibit A – Description and Location of Generating Facility Exhibit B – Description and Cost of Interconnection Facilities Exhibit C – Interconnection One-Line Diagram and Site Layout 553 of 560

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Exhibit A

DESCRIPTION AND LOCATION OF GENERATING FACILITY

Customer’s Name: ____________________________________.

Authorized Representative of Customer (as defined in the Interconnection Agreement). The Authorized Representative may be changed by the Customer in writing:

________________________________________________________________

The Generating Facility is described as:
______________________________________________________________________ ______________________________________________________________________ ______________________________________________________________________

Generating Facility Name and Address:

_________________________________________________________

Parcel Number: ____________________________.

GWP Account Number for service address: ______________________________.

Contact Person:__________________________________________________________.

Contact Person Phone Number: ________________________________________________.

Generating Facility’s primary fuel / technology:
_______________________________________ /

____________________________________________________________________________

Nameplate Capacity (AC) at Point of Interconnection is __________kW.

Expected annual energy production in kWh/year:_________________

Operations Schedule: ___________________________ [i.e., 24 hrs/ day, 365 Days/ year]

Estimated date of energization of Generating Facility: _________________________.

Facility is connected to the GWP Distribution System at ______________ kV. 554 of 560

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In the event of changes to the information contained within Exhibit A, GWP shall revise this Exhibit A (as appropriate), give written notice to Customer regarding the revision, and issue a new Exhibit A which shall then become part of the Interconnection Agreement.

Energy Storage System / Battery (“ESS”) Project Details (fill in all known information)

ESS Installer:________________________________________________________________

ESS Make/Model:_____________________________________________________________

Inverter (Grid Interface Device) Make/Model:________________________________________

AC or DC Coupled (Specify): ____________________________________________________

Indoor/Outdoor Enclosure Rating: ________________________________________________

Battery Chemistry (if applicable): _________________________________________________

Location (Indoor/Outdoor):_______________________________________________________

Continuous Rated Storage Charging Power:_________________________________________

Continuous Rated Storage Discharging Power:______________________________________

Maximum Charge Rate:_________________________________________________________

Maximum Discharging Rate:_____________________________________________________

Maximum Discharging Capacity:__________________________________________________

Usable Energy Capacity (100% Depth of Discharge):__________________________________

Roundtrip Efficiency:___________________________________________________________

Rated Cycle Lifetime Span:______________________________________________________

Will ESS be Charged from GWP Distribution System?:________________________________

Approximate Charge/Discharge Schedule (if known):__________________________________

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Exhibit B

DESCRIPTION AND COST OF INTERCONNECTION FACILITIES

B.1 Facility Description. The Interconnection Facilities under this Interconnection Agreement (including Interconnection Facilities to be owned by Customer and GWP Interconnection Facilities to be owned by GWP, if any) are described generally as ______________________________________________________________________

______________________________________________________________________

B.2 Costs . The direct cost for design and construction of Interconnection Facilities is to be paid in advance by the Customer and in accordance with Glendale’s Rates, Rules and Regulations and Adopted Fees. Note: GWP may provide design and construction costs to Customer at GWP’s discretion in stages or phases. Each invoice provided by GWP shall be paid upon receipt by Customer pursuant to the Interconnection Agreement.

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Exhibit C

INTERCONNECTION ONE-LINE DIAGRAM AND SITE LAYOUT

Interconnection One-Line Diagram inserted as Exhibit C, Page C-1. [ATTACHED BEHIND THIS PAGE]

Site Layout inserted as Exhibit C, Page C-2.
[ATTACHED BEHIND THIS PAGE]

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EXHIBIT B

GLENDALE WATER & POWER INTERCONNECTION FEES

Fee is refundable until the
Interconnection Study commences.

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EXHIBIT C
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Glendale City CouncilDecember 19, 2023

Glendale City Council
December 19, 2023