Agenda packet, first session — Glendale City Council, June 25, 2024 (part 1 of 4)

A G E N D A

GLENDALE CITY COUNCIL

COUNCIL CHAMBERS
613 E. Broadway, 2nd Floor
Glendale, CA 91206
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JUNE 25, 2024

REVISED
- ITEM 3C ADDED

ROLL CALL

1. CLOSED SESSION
– 1:00 PM ( To Commence at 2:00 PM
)
a.

Conference with Real Property Negotiators: City-designated negotiators: Roubik

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Golanian and Bradley Calvert. Instructions to the negotiator(s) will concern the price and terms of payment for the acquisition of property Property Location No. 1: 440 and 444 W. Cypress St., 1275, 1291-1295, and 1295A Los Angeles St., and 448 Fernando Ct.

Negotiating Parties: CPD Los Angeles LLC
Property Location No. 2: 220 and 234-236 North Glendale Avenue and 215-217, 223- 225, and 231 North Everett Street
Negotiating Parties: Darrin Greitzer, Darrin Greitzer Trust b.

Conference with Real Property Negotiators: City-designated negotiator: Bradley Calvert. Negotiating Party: Erik Khojoyan. Property: 1401 N. Verdugo Road.

Instructions to the negotiator(s) will concern the price and terms of payment for the lease of City-owned property
c.

Conference with Legal Counsel – Existing Litigation: Claim of Oh, Claim No. 23- 0152
d.

Conference with Legal Counsel – Existing Litigation: Claim of Wawanesa General Insurance (Djougourian), Claim No. 24-0125

2. REGULAR BUSINESS AGENDA
– 6:00 PM
Roll Call
a.

Flag Salute: Mayor Elen Asatryan
b.

Invocation: Dr. Suzie Abajian, City Clerk
c.

Report of the City Clerk, re: Posting of Agenda. The Agenda for the June 25, 2024 Regular Meeting of the Glendale City Council was Posted on June 20, 2024, on the Bulletin Board Outside City Hall.

3. PRESENTATIONS AND APPOINTMENTS
a.

Agenda Preview for the Meetings of Tuesday, July 2, 2024 b.

Proclamation Designating June 2024 as Pride Month
c.

Proclamation Recognizing Juneteenth Independence Day

City Clerk, re: Minutes of the Joint City Council and Housing Authority and Regular City Council Meetings of June 4, 2024
b.

Public Works, re:

Fiscal Year 2024-25 SB1 Project List for Senate Bill 1 (SB1), the Road Repair & Accountability Act of 2017

1. Resolution adopting the Fiscal Year 2024-25 SB1 Project List, the Road Repair & Accountability Act of 2017
c.

Community Services and Parks, re: Amendment Three for FY 2024-25 Los Angeles County Aging and Disabilities baseline funding allocation of $75,000 for the Supportive Services Program

1. Motion to accept $75,000 in baseline funding from Los Angeles County Aging and Disabilities Department for FY 2024-25 Supportive Services Program; and authorize

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the City Manager or a designee to execute Amendment Three in the SSP232404 Subaward period July 2024 – July 2025 to accept and implement funding d.

Community Services and Parks, re: Elderly Nutrition Program Subaward of Grant Funds from Los Angeles County Aging and Disabilities Department for FY 2024- 2025 baseline funding allocation of $470,300

1. Motion to authorize acceptance of $470,300 in Elderly Nutrition Program (ENP) baseline funding from Los Angeles County Aging and Disabilities Department for the FY 2024-25 ENP; and authorize the City Manager or a designee to execute Subaward ENP242505 period July 2024 – June 2025 to accept and implement funding

2. Resolution of Appropriation to appropriate $29,400 in baseline funding to C1 Congregate Meals Program and $4,900 in baseline funding to C2 Home Delivered Meals Program
e.

Community Development, re: Contract with JB & Associates, LLC. in the amount of $122,810 to conduct and analyze Citywide Pedestrian and Bicycle Counts

1. Motion to authorize contract with JB & Associates, LLC. for $122,810 for Citywide Pedestrian and Bicycle Counts required for Vision Zero Action Plan Development f.

Public Works, re: Solid Waste Collection Rates Update

1. Motion to note and file this report on the Solid Waste Collection Rates Update g.

Fire Department, re: Computer Aided Dispatch (CAD) System in the Verdugo Fire Communications Center

1. Motion authorizing the City Manager, or his designee, to enter into a Professional Services Agreement with Peraton Inc. for CommandPoint software maintenance with the total amount for FY 2024-25 not to exceed $312,000 which has been budgeted within the Verdugo Fire Communications Fund. Beginning FY 2025-26, the Council hereby authorizes the City Manager, or his designee, to issue amendments to Peraton Inc. for the life of the software. All future year annual costs for software subscriptions, licensing, services and upgrades for the life of the product will be annually budgeted within the Verdugo Fire Communications Fund and approved by City Council as part of the annual citywide budget process
h.

Human Resources, re: Agreement between City of Glendale and Liebert Cassidy Whitmore, A Professional Corporation for employee relations matters, negotiation services, and training as required by law

1. Motion Authorizing City Manager to execute a Professional Services Agreement with Liebert Cassidy Whitmore, A Professional Corporation, for employee relations matters, required training and negotiation services. This agreement will span a one-year term and is not to exceed $150,000

5. CITY COUNCIL/STAFF COMMENTS

6. COMMUNITY EVENT ANNOUNCEMENTS (3-Minutes; 5-Speaker Limit) – Per Mayor Policy, This Item Also Permits Speakers Wishing to Speak Under General Oral Communications, Subject to the Three Minute Time Limit. Discussion is Limited to Matters Not on the Agenda.

7. ADOPTION OF ORDINANCES
a.

Glendale Water & Power, re: Glendale Water and Power (GWP) Electric Revenue Bonds, 2024 Second Series (Najarian, 05/21/2024)

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1. Ordinance authorizing the issuance by the City of not to exceed $230,000,000 aggregate principal amount of the City of Glendale Electric Revenue Bonds 2024 Second Series, payable out of the Electric Works Revenue Fund, and approving certain other actions in connection therewith

2. Resolution authorizing the invitation of bids for the purchase of Electric Revenue Bonds, 2024 Second Series; approving a Notice of Intention to Sell bonds, a Preliminary Official Statement (POS), a Notice Inviting Bids and Official Bid Form; authorizing the publication of a Notice of Intention to Sell Bonds; authorizing the execution and delivery of a final Official Statement, a Tenth Supplement to the Indenture of Trust, a Continuing Disclosure Agreement, and authorizing the award of the Bonds

8. ACTION ITEMS
a.

Information Technology Department, re:

Resolution Dispensing with Competitive
Bidding and Authorizing a City-wide Low Voltage Cabling Services Agreement Extension

1. Resolution dispensing with competitive bidding and authorizing to process an Amendment to the existing voice and data network cabling contract with Wilsys Communications (Contract No. 8001996) extending duration of the contract by three years until February 15, 2028, and increasing the not to exceed amount by $749,000, for a new not to exceed amount of $799,000
b.

Information Technology Department, re:

Standardization of Information Technology
Infrastructure

1. Resolution dispensing with competitive bidding establishing Cisco Systems, Microsoft, and Palo Alto Networks as the City's standard Information Technology infrastructure manufacturers and authorizing the Deputy Director of Finance/Purchasing to procure related software, hardware, parts, maintenance, and services
c.

Finance, re:

FY 2024-25 Citywide Budget Adoption (Continued from June 4, 2024 Council Meeting)

1. Resolution Adopting the FY 2024-25 City of Glendale Budget

2. Resolution Establishing Certain Fees, and Increasing, Decreasing, Modifying Certain Fees for Various Services Provided by the City and Adopting Changes to the Comprehensive Citywide Fee Schedule for FY 2024-25

3. Resolution Establishing Certain Fees, and Increasing, Decreasing, Modifying Certain Existing Fees for Public Works, Community Development, and Fire Related Services, Permits, and Certificates

4. Resolution of Appropriation for FY 2023-24 to transfer funds in the amount of $10.0 million from the General Fund to the Capital Improvement Fund d.

Glendale Water and Power, re: Glendale Water and Power Annual Authority for the Purchase or Sale of Energy Commodities and Services

1. Resolution approving renewal of annual authorization for the City Manager or GWP General Manager, or their designee, to enter into contracts for the purchase or sale of energy commodities and services, including the transfer of initiating and clearing brokers services, not to exceed five years in duration, and dispensing with competitive bidding
e.

City Attorney, re:

Appointment of Interim Director of Finance

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1. Resolution Appointing Michele Flynn as Interim Director of Finance Pursuant to Government Code Sections 7522.56 and 21221(h) and Approving Employment Agreement
f.

Public Works, re: Levy of Annual Assessment and Preparation of the Engineer’s Report for Fiscal Year 2024-25 for the North San Fernando Road Corridor Landscape Maintenance District

1. Resolution Initiating the Fiscal Year 2024-25 Levy of Annual Assessment and Ordering the Preparation of the Engineer’s Report

2. Resolution Preliminarily Approving the Engineer’s Report for the Fiscal Year 2024-25 Levy and Collection of Annual Assessments

3. Resolution Declaring the City Council’s Intention to Levy and Collect the Annual Assessment for Fiscal Year 2024-25

9. HEARINGS

10. REPORTS - INFORMATION

11. WRITTEN COMMUNICATIONS

12. DISCUSSION OF COUNCILMEMBER FUTURE AGENDA REQUESTS
a.

Councilmember Najarian’s Request for Retention of an Independent Law Firm to Prepare a Legal Opinion Regarding the Validity of the Mayoral Selection Decision of April 2, 2024, Including the Reasons Provided Therefor (Carry Over from June 4, 2024 Council Meeting)
b.

Mayor Asatryan’s Request to Review the Legislative History of the Glendale Municipal Code Provisions Pertaining to the Role and Duties of the Commission on the Status of Women, and Consider Amendments Thereto (Moved from May 21, 2024)

13. ORAL COMMUNICATIONS
Discussion is Limited to Items NOT a Part of this Agenda. Each Speaker is Allowed 5 minutes.

Council May Question or Respond to The Speaker But There Will be no Debate or Decision.

The City Manager May Refer the Matter to the Appropriate Department for Investigation and Report.

14. NEW BUSINESS

15. ADJOURNMENT

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1 4A

M I N U T E S
JOINT MEETING: GLENDALE CITY COUNCIL AND GLENDALE HOUSING AUTHORITY

COUNCIL CHAMBERS
613 E. Broadway, 2nd Floor
Glendale, CA 91206
JUNE 4, 2024
The Joint City Council and Housing Authority Meeting of the Glendale City Council convened in the Glendale City Hall, Council Chambers, in said City, at 3:04 p.m. on the above date, pursuant to a call for such meeting signed by the City Clerk of the City Council, and on file with the City Clerk, a copy of which is as follows:

May 30, 2024
Date
A JOINT PUBLIC MEETING of the City Council and Housing Authority is hereby called to meet at 3:00 PM on Tuesday, June 4, 2024, in the Council Chamber, 613 E. Broadway, 2nd Floor, Glendale, CA 91206 to consider the following item(s) of business, to wit;

1. Community Services & Parks, re: FY 2024-2025 Proposed Annual Action Plan for Community Development Block Grant (CDBG), Emergency Solutions Grant (ESG), and HOME Investment Partnerships Act (HOME) Programs
a. Council Resolution adopting an Environmental Negative Declaration b. Council Motion to approve a FY 2024-2025 CDBG, ESG, and HOME Annual Action Plan totaling $3,710,552; authorize submission of the Annual Action Plan to the U.S.

Department of Housing and Urban Development (HUD), as recommended by the CDBG Advisory Committee, Glendale Homeless Continuum of Care Board, and staff; and authorize the City Manager, or a designee, to redirect excess, cancelled, or unused program funds under $50,000 from one project to another with CDBG Advisory Committee approval
c. Housing Authority Motion to approve a FY 2024-2025 CDBG, ESG, and HOME Annual Action Plan totaling $3,710,552; and authorize submission of the Annual Action Plan to the U.S. Department of Housing and Urban Development (HUD), as recommended by the CDBG Advisory Committee, Glendale Homeless Continuum of Care Board, and staff

2. Community Development, re: Adoption of the FY 2024-25 Glendale Housing Authority Budget
a. Council Resolution Making Findings and Approving Expenditures of Low Moderate Income Housing Asset Funds for Administration and Planning and Expenditures Outside Redevelopment Project Areas for the FY 2024-25 Housing Authority Budget b. Housing Authority Resolution Making Findings and Approving Expenditures of Low Moderate Income Housing Asset Funds for Administration and Planning and Expenditures Outside Redevelopment Project Areas for the FY 2024-25 Housing Authority Budget and Adopting the FY 2024-25 Housing Authority Budget Written Notice of said meeting was given, which Notice consisted of a copy of the foregoing Call, and was served on each Member of the Council not joining in the Call, and upon the in said City not less than 24 hours before the time fixed in said Call for said meeting, as follows:

Upon Robert Adjinian at 5:00 p.m. May 30, 2024 Glendale, CA Upon Dan Brotman at 5:00 p.m. May 30, 2024 Glendale, CA Upon Ardy Kassakhian at 5:00 p.m. May 30, 2024 Glendale, CA Upon Vartan Gharpetian at 5:00 p.m. May 30, 2024 Glendale, CA Upon Ara Najarian at 5:00 p.m. May 30, 2024 Glendale, CA Upon Laura Parazian at 5:00 p.m. May 30, 2024 Glendale, CA Upon Elen Asatryan at 5:00 p.m. May 30, 2024 Glendale, CA 6 of 724

2 Mayor Asatryan called the meeting to order at 3:04 p.m.

ROLL CALL
- Absent: Kassakhian
- Report of the City Clerk of the City Council and Housing Authority, re: Posting of Agenda. The Agenda for the Tuesday, June 4, 2024 joint public meeting of the City Council and Housing Authority was posted on May 30, 2024, on the Bulletin Board outside City Hall.

Maggie Kavarian, Community Services Manager
Staff Comments:

Arsine Isayan, Homeless Programs Manager
Onnig Bulanikian, Director of Community Services and Parks Roubik Golanian, City Manager
a. Council Resolution 24-98 adopting an Environmental Negative Declaration Moved: Najarian Seconded: Gharpetian
Vote as Follows
a.
b. Council Motion to approve a FY 2024-2025 CDBG, ESG, and HOME Annual Action Plan totaling $3,710,552; authorize submission of the Annual Action Plan to the U.S.

Department of Housing and Urban Development (HUD), as recommended by the CDBG Advisory Committee, Glendale Homeless Continuum of Care Board, and staff; and authorize the City Manager, or a designee, to redirect excess, cancelled, or unused program funds under $50,000 from one project to another with CDBG Advisory Committee approval
Moved: Najarian Seconded: Gharpetian
Vote as Follows
c. Housing Authority Motion to approve a FY 2024-2025 CDBG, ESG, and HOME Annual Action Plan totaling $3,710,552; and authorize submission of the Annual Action Plan to the U.S. Department of Housing and Urban Development (HUD), as recommended by the CDBG Advisory Committee, Glendale Homeless Continuum of Care Board, and staff Ayes:

Noes:

Absent:

Abstain:

Gharpetian, Najarian, Asatryan
Brotman
Kassakhian
None
Ayes:

Noes:

Absent:

Abstain:

Gharpetian, Najarian, Asatryan
Brotman
Kassakhian
None
7 of 724

3 Moved: Najarian Seconded: Asatryan
Vote as Follows
b.

2. Community Development, re: Adoption of the FY 2024-25 Glendale Housing Authority Budget
Presenting:

Peter Zovak, Asst. Director of Community Development – Housing Staff Comment:

Fernando Roldan
a. Council Resolution 24-99 Making Findings and Approving Expenditures of Low Moderate Income Housing Asset Funds for Administration and Planning and Expenditures Outside Redevelopment Project Areas for the FY 2024-25 Housing Authority Budget
Moved: Najarian Seconded: Gharpetian
Vote as Follows
c.
b. Housing Authority Resolution H-536 Making Findings and Approving Expenditures of Low Moderate Income Housing Asset Funds for Administration and Planning and Expenditures Outside Redevelopment Project Areas for the FY 2024-25 Housing Authority Budget and Adopting the FY 2024-25 Housing Authority Budget Moved: Najarian Seconded: Asatryan
Vote as Follows
d.

ADJOURNMENT – 3:57 p.m.
- Housing Authority
Moved: Najarian Seconded: Gharpetian
- Council
Moved: Brotman Seconded: Gharpetian
Ayes:

Noes:

Absent:

Abstain:

Asatryan, Gharpetian, Najarian, Adjinian (Vice-Chair)
Brotman
Kassakhian, Parazian
None
Ayes:

Noes:

Absent:

Abstain:

Brotman, Gharpetian, Najarian, Asatryan
None
Kassakhian
None
Ayes:

Noes:

Absent:

Abstain:

Asatryan, Brotman, Gharpetian, Najarian, Adjinian (Vice-Chair) None
Kassakhian, Parazian
None
Mayor of the City of GlendaleCity Clerk of the City of Glendale Chair of the Glendale Housing AuthorityClerk of the Glendale Housing Authority 8 of 724

1 4A

M I N U T E S

GLENDALE CITY COUNCIL

COUNCIL CHAMBERS
613 E. Broadway, 2nd Floor Glendale, CA 91206
JUNE 4, 2024
ROLL CALL – Absent: Kassakhian

1.CLOSED SESSION – 3:58 p.m.
a. Conference with Real Property Negotiators: City-designated negotiator: Bradley Calvert. Negotiating Party: Trader Joe’s Property: 2448-2460 Honolulu Avenue.

Instructions to the negotiator(s) will concern the price and terms of payment for the sale of City-owned property
b. Public Employee Performance Evaluation – City Attorney c. Conference with Legal Counsel – Existing Litigation: Sislyan v. City of Glendale, L.A.S.C. Case No. 23GDCV01871
d. Conference with Legal Counsel – Existing Litigation: Aghajani v. City of Glendale, L.A.S.C. Case No. 23STCP01092
e. Conference with Legal Counsel – Anticipated Litigation: Significant Exposure to Litigation Pursuant to Paragraphs (d)(2) and (e)(2) of Government Code Section 54956.9
City Attorney Mike Garcia indicated that action is anticipated on items 1d and 1e.

Council recessed to closed session at 4:00 p.m.

2.REGULAR BUSINESS AGENDA – 6:03 PM
Roll Call – Absent: Kassakhian
a. Flag Salute: Mayor Elen Asatryan
b. Invocation: Dr. Suzie Abajian, City Clerk
c. Report of the City Clerk, re: Posting of Agenda. The Agenda for the June 4, 2024 Regular Meeting of the Glendale City Council was Posted on May 30, 2024, on the Bulletin Board Outside City Hall.

3.PRESENTATIONS AND APPOINTMENTS
a. Agenda Preview for the Meetings of Tuesday, June 11, 2024 Asst. City Manager John Takhtalian provided the preview.

4.CONSENT ITEMS (Including Minutes)
The following are Routine and May be Acted Upon by One Motion. Any Member of Council or the Audience Requesting Separate Consideration May do so by Making Such Request Before Motion is Proposed.
a. City Clerk, re: Minutes of the Regular City Council Meeting of May 21, 2024 Moved: Najarian Seconded: Gharpetian
Vote as Follows
a. Ayes:

Noes:

Absent:

Abstain:

Brotman, Gharpetian, Najarian, Asatryan
None
Kassakhian
None
9 of 724

2 b. City Clerk, re: Award of Contract for FY 2024-2025 Legal Advertising for the City of Glendale

1. Motion Awarding a Contract to HLR Media, LLC DBA Glendale Independent, sole responsible bidder, Specification No. 3986
Moved: Najarian Seconded: Gharpetian
Vote as Follows
b.
c. Glendale Water & Power, re: Amendments to Existing City Contract Nos.

C106037 and C106038 with N. Harris Computer Corporation to Provide Continued Technical Support and Maintenance and Professional services for Glendale Water and Power Customer Information and Billing Systems and Modules

1. Motion authorizing City Manager, or his designee, to execute Amendment No. 6 to the Technical Support and Maintenance Agreement (Contract No. C106037) with N.

Harris Computer Corporation for an additional five years in the amount not to exceed $4,211,906 through Fiscal Year 2028-2029, for a total contract not-to-exceed amount of $7,327,908
Moved: Najarian Seconded: Gharpetian
Vote as Follows
c.

2. Motion authorizing City Manager, or his designee, to execute Amendment No. 5 to the Software Implementation and Professional Services Agreement (Contract No.

C106038) with N. Harris Computer Corporation for an additional five years in the amount not to exceed $600,000 through Fiscal Year 2028-2029, for a total contract not-to-exceed amount of $1,887,853
Moved: Najarian Seconded: Gharpetian
Vote as Follows
d.

5.CITY COUNCIL/STAFF COMMENTS
Councilmember Brotman asked council to adjourn in memory of Robert James MacKay.

Brotman congratulated J’s Maintenance Service for celebrating their 55th Anniversary. He attended a community meeting/townhall at Sparr Heights on the equitable solar and energy storage adoption plan, which was hosted by Glendale Water & Power in partnership with Energy and Environmental Economics (E3). He stated that the meeting was very technical and that he would have liked a discussion on new incentive programs. He asked staff to have a one-on-one, “deep dive” briefings with GWP and E3, regarding this matter, before it Ayes:

Noes:

Absent:

Abstain:

Brotman, Gharpetian, Najarian, Asatryan
None
Kassakhian
None
Ayes:

Noes:

Absent:

Abstain:

Brotman, Gharpetian, Najarian, Asatryan
None
Kassakhian
None
Ayes:

Noes:

Absent:

Abstain:

Brotman, Gharpetian, Najarian, Asatryan
None
Kassakhian
None
10 of 724

3 comes to council. Brotman asked staff to provide an update on the city’s status with the Solar Access Act, SB-379. He asked staff to provide information on a power outage on North Central. General Manager of GWP Mark Young provided an explanation.

Councilmember Najarian asked council to adjourn in memory of Raul Portos, Sr. Najarian asked staff to agendize a report in putting together a recommendation on how to make nominations for a Citizens Advisory Committee for the Hollywood Burbank Airport. This advisory committee will provide input on noise issues in neighboring cities. He asked staff to agendize a report to appoint a councilmember and an alternate for the San Fernando Valley Council of Governments, a Joint Powers Authority because he would like to step down from being the city liaison due to scheduling and time conflicts.

Councilmember Gharpetian attended the Cars for Cops Event. He announced that the city’s water fountain feature in Perkins Plaza will be turned on soon. Gharpetian asked staff to bring back the water and power utilities to every building on the Rockhaven property while waiting for construction to begin. He asked staff to address the street vending that take over the sidewalks and block curbs. Gharpetian received several phone calls and emails regarding concerns on the North Brand Demonstration Project and asked staff to bring back a report for discussion. Councilmember Gharpetian asked that the city invite clergy of different faiths to do some of the invocations in the city. He acknowledged that the City Clerk’s office was short staffed and for that reason asked the City Manager’s Office to assist the City Clerk’s Office in coordinating these invitations.

Mayor Asatryan announced that she will travel to Armenia on a delegation trip that was organized by the State Department. Mayors of cities from across the country will participate in this delegation trip. She stated that this would be also an opportunity to coordinate efforts with Sister City Gyumri in Armenia. Asatryan attended the International Kids Festival at Verdugo Park and commended the organizers of the event and the staff of the Community Services and Parks Department. Mayor Asatryan stated that the LGBTQ community is loved, and that in celebration of Pride Month, the Glendale City Hall will be lit up in pride colors.

6.COMMUNITY EVENT ANNOUNCEMENTS (3-Minutes; 5-Speaker Limit) – Per Mayor Policy, This Item Also Permits Speakers Wishing to Speak Under General Oral Communications, Subject to the Three Minute Time Limit. Discussion is Limited to Matters Not on the Agenda.

Mike Mohill
Bramli Ashjian
Ray Shelton
Allan Durham
Ricci Tres

7.ADOPTION OF ORDINANCES

8.ACTION ITEMS
a. Human Resources, re: Memorandum of Understanding (MOU) between the City of Glendale and Glendale Management Association on Behalf of Sworn Police Managers
Staff Comment:

Roubik Golanian, City Manager
11 of 724

4 Public Comments:

Mike Mohill
Robert William, Police Captain

1. Resolution 24-100 approving and adopting the MOU between the City of Glendale and Glendale Management Association (GMA), Sworn Police Managers commencing July 1, 2024, through June 30, 2027
Moved: Gharpetian Seconded: Brotman
Vote as Follows
e.

2. Resolution 24-101 providing for the establishment of classification titles and compensation for employees covered by the GMA MOU
Moved: Gharpetian Seconded: Brotman
Vote as Follows
f.
b. Human Resources, re: Memorandum of Understanding (MOU) Between the City of Glendale and the Glendale Police Officers’ Association
Staff Comment:

Roubik Golanian, City Manager
Public Comment:

Mike Mohill

1. Resolution 24-102 approving and adopting the MOU between the City of Glendale and the Glendale Police Officers’ Association commencing July 1, 2024 through June 30, 2027
Moved: Brotman Seconded: Gharpetian
Vote as Follows
g.

Ayes:

Noes:

Absent:

Abstain:

Brotman, Gharpetian, Najarian, Asatryan
None
Kassakhian
None
Ayes:

Noes:

Absent:

Abstain:

Brotman, Gharpetian, Najarian, Asatryan
None
Kassakhian
None
Ayes:

Noes:

Absent:

Abstain:

Brotman, Gharpetian, Najarian, Asatryan
None
Kassakhian
None
12 of 724

5 2. Resolution 24-103 providing for the establishment of classification titles and compensation for employees covered by the Glendale Police Officers’ Association MOU
Moved: Brotman Seconded: Gharpetian
Vote as Follows
h.
c. Police, re: Adoption of an Urban Wildlife Management Plan (UWMP) Staff Comment:

Roubik Golanian, City Manager
Presenting:

Mark Hess, Police Lt.

Lauren Hamlett, Director of Wildlife Education and Services, Pasadena Humane Society Dr. Maria Pyrdek, Chief Veterinarian, Pasadena Humane

1. Motion to adopt and implement the proposed Urban Wildlife Management Plan Moved: Najarian Seconded: Brotman
Vote as Follows
i.
d. Administrative Services - Finance, re: Adoption of the City’s FY 2024-25 Gann Appropriations Limit

1. Resolution 24-104 Adopting FY 2024-25 Gann Appropriations Limit Moved: Najarian Seconded: Brotman
Vote as Follows
j.
e. Glendale Water & Power, re: FY 2023-24 Glendale Water and Power Transfer Staff Comments:

Jason Bradford, Director of Finance/CIO
Mike Garcia, City Attorney

1. Resolution 24-105 Reducing the Percentage of Operating Revenues to be Transferred from Glendale Water and Power (Electric) to the General Reserve Fund for Fiscal Year 2023-24
Ayes:

Noes:

Absent:

Abstain:

Brotman, Gharpetian, Najarian, Asatryan
None
Kassakhian
None
Ayes:

Noes:

Absent:

Abstain:

Brotman, Gharpetian, Najarian, Asatryan
None
Kassakhian
None
Ayes:

Noes:

Absent:

Abstain:

Brotman, Najarian, Asatryan
None
Gharpetian, Kassakhian
None
13 of 724

6 Moved: Brotman Seconded: Najarian
Vote as Follows
k.

9.HEARINGS
a. Administrative Services - Finance, re: FY 2024-25 Citywide Budget Hearing and Adoption
Hearing opened at 7:37 p.m. and closed at 8:50 p.m.

Staff Comments:

Roubik Golanian, City Manager
Mike Garcia, City Attorney
Presenting:

Jason Bradford, Director of Finance/CIO
Items to be continued on June 25 Council Meeting.

1. Hold a Public Hearing on the FY 2024-25 Proposed Citywide Budget and Changes to the Citywide fee Schedule

2. Resolution Adopting the FY 2024-25 City of Glendale Budget

3. Resolution Establishing Certain Fees, and Increasing, Decreasing, Modifying Certain Fees for Various Services Provided by the City and Adopting Changes to the Comprehensive Citywide Fee Schedule for FY 2024-25

4. Resolution Establishing Certain Fees, and Increasing, Decreasing, Modifying Certain Existing Fees for Public Works, Community Development, and Fire Related Services, Permits, and Certificates

5. Resolution of Appropriation for FY 2023-24 to transfer funds in the amount of $10.0 million from the General Fund to the Capital Improvement Fund

10.REPORTS - INFORMATION

11.WRITTEN COMMUNICATIONS

12.DISCUSSION OF COUNCILMEMBER FUTURE AGENDA REQUESTS
a. Councilmember Gharpetian’s Request to Consider the Removal and Replacement of Burbank-Glendale-Pasadena Airport Commissioner Quintero (Moved from 05/21/2024 Council Meeting)
Moved: Gharpetian Seconded: Najarian
Vote as Follows
l.

Ayes:

Noes:

Absent:

Abstain:

Brotman, Gharpetian, Najarian, Asatryan
None
Kassakhian
None
Ayes:

Noes:

Absent:

Abstain:

Gharpetian, Najarian, Asatryan
Brotman
Kassakhian
None
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7 b. Councilmember Najarian’s Request for Retention of an Independent Law Firm to Prepare a Legal Opinion Regarding the Validity of the Mayoral Selection Decision of April 2, 2024, Including the Reasons Provided Therefor (Moved from May 21, 2024 Council Meeting)
Moved: Najarian Seconded: Gharpetian
Vote as Follows
m.

Motion did not pass. Item will carryover to June 25, 2024 Council Meeting.

Staff Comment:

Mike Garcia, City Attorney
Public Comment:

Ramella Eraghi
c. Mayor Asatryan’s Request for a Report on a First Time Homebuyer Program A memo will be provided to council.

13.ORAL COMMUNICATIONS
Discussion is Limited to Items NOT a Part of this Agenda. Each Speaker is Allowed 5 minutes. Council May Question or Respond to The Speaker But There Will be no Debate or Decision. The City Manager May Refer the Matter to the Appropriate Department for Investigation and Report.

Roseanne Kalaba

14.NEW BUSINESS
a. Motion is authorized to resolve the lawsuit entitled Rafik Aghajani v. City of Glendale, et al., Los Angeles Superior Court Case No. 23STCV08121 in exchange for a full release of all claims in the amount of $40,000 Moved: Gharpetian Seconded: Najarian
Vote as Follows
n.
b. Motion with respect to the Ninth Circuit Court of Appeals decision in California Restaurant Association v. City of Berkeley, 89 F 4th 1094 (9th Cir. 2024) and correspondence from the California Restaurant Association dated May 10, 2024, the City Council hereby directs staff to suspend enforcement of those portions of Ordinance No. 5999 that require all newly-constructed buildings in Glendale to be “All-Electric,” as that term is defined in the Ordinance. Specifically, the Council directs the Building Official to cease enforcement of Section 4.1(b), subsection

4.106.5 and Section 5.106.13 of the local amendments to the California Energy Code
Ayes:

Noes:

Absent:

Abstain:

Gharpetian, Najarian
Asatryan, Brotman
Kassakhian
None
Ayes:

Noes:

Absent:

Abstain:

Brotman, Gharpetian, Najarian, Asatryan
None
Kassakhian
None
15 of 724

8 Moved: Najarian Seconded: Gharpetian
Vote as Follows
o.

15.ADJOURNMENT –9:09 p.m., in memories of Bob MacKay and Raul Portos, Sr.

Moved: Gharpetian Seconded: Brotman
Mayor of the City of Glendale
City Clerk of the City of Glendale
Ayes:

Noes:

Absent:

Abstain:

Gharpetian, Najarian, Asatryan
Brotman
Kassakhian
None
16 of 724

CITY OF GLENDALE, CALIFORNIA

REPORT TO THE CITY COUNCIL

AGENDA ITEM
Report: Fiscal Year 2024-25 SB1 Project List for Senate Bill 1 (SB1), the Road Repair & Accountability Act of 2017
1) Resolution adopting the Fiscal Year 2024-25 SB1 Project List, the Road Repair & Accountability Act of 2017

COUNCIL ACTION
Item Type: Consent Calendar
Approved for June 4, 2024 calendar

EXECUTIVE SUMMARY
For the City of Glendale to be eligible for Fiscal Year 2024-25 SB1 program funds, and per the Streets and Highways Code Section 2034, the city must adopt the list of projects funded by SB1 via a resolution and submit the adopted list to the California Transportation Commission (CTC) on or before July 1, 2024.

The intent of this item is for the City Council to approve the Fiscal Year 2024-25 SB1 Project List as outlined in this report.
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RECOMMENDATION
Approve a resolution adopting the Fiscal Year 2024-25 SB1 Project List that consists of the La Crescenta Avenue Rehabilitation Project.

ANALYSIS
The city currently receives transportation funding from the State of California typically in the form of grants, or direct allocation of the Motor Vehicle Fuel Tax (Gas Tax), through the Highway Users Tax Account (HUTA). HUTA funds are used primarily for pavement rehabilitation.

SB1 created a new funding opportunity known as the Road Maintenance and Rehabilitation Account (RMRA). The bill directs the RMRA funds to be split 50/50 between the state and cities/counties to address the backlog of maintenance on state and local roadway systems as well as the improvement of California’s trade corridors, transit, and active transportation facilities.

On November 1, 2017, SB1 increased several fuel and vehicle license fees in California, including the gasoline excise tax by 12 cents per gallon and the diesel excise tax by 20 cents per gallon. A separate price-based gasoline excise tax was reset to 17.3 cents per gallon, while the state sales tax on diesel for transportation funding increased from 1.75% to 5.75%. An additional vehicle registration fee ranging from $25 to $175 is levied annually based on the value of the vehicle, and a $100 transportation fee is levied on zero-emissions vehicles beginning in 2020. Furthermore, starting 2020, these taxes and fees began increasing with the California Consumer Price Index.

Eligible Uses
Funds made available by the RMRA Program can be used to satisfy state or federal grant matching requirements, or in furthering projects that include, but are not limited to:
•Road maintenance and rehabilitation;
•Safety projects;
•Railroad grade separations;
•Active transportation purposes in conjunction with any other allowable project; and
•Traffic control devices.

In March 2021, the CTC released updated 2021 RMRA annual reporting guidelines. Per Streets and Highways Code Section 2034, cities must adopt their SB1 project lists via a separate resolution, and not through the adopted citywide budget.

The cities’ “maintenance of effort” (MOE) spending, i.e., use of general funds for streets and roads, must be at or above the average level for fiscal years 2009-10, 2010-11, and 2011-12. To receive an allocation or apportionment, the city shall annually expend from its general fund for street, road, and highway purposes an amount not less than this average. The City of Glendale’s average MOE for these three years is $8,563,286, with the estimated SB1 funds to be received for the fiscal year 2024-25 being $5,014,950. 18 of 724

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Caltrans Audit Office will have jurisdiction to ensure cities are operating efficiently, effectively, economically, and in compliance with all applicable federal and state requirements.

Effective Dates of RMRA Revenue Mechanisms:

Revenue Mechanisms Effective Date First Inflation
Adjustment
12 cent/gallon increase to the Excise Tax November 1, 2017 July 20, 2020 20 cent/gallon increase to the Diesel Tax November 1, 2017 July 20, 2020 4 cent/gallon increase to Diesel Sales Tax November 1, 2017 N/A Transportation improvement fee collected with
vehicle registration fee based on the market
value of vehicle.
•$25 for vehicles less than $5,000 in value;
•$50 for $5,000-$24,999;
•$100 for $25,000-$34,999;
•$150 for $35,000-59,999; and
•$175 for vehicles $60,000 or more in value.

Spring 2018 July 1, 2020
$100 Vehicle Registration Fee for all zero-
emission vehicles model year 2020 and later. July 1, 2020 January 1, 2021 The City receives their apportionments of RMRA funds monthly.

As required in the RMRA reporting guidelines, the projects listed below must also be submitted to the CTC.

In Fiscal Year 2024-25, the city will use RMRA funds for the following project:

1. La Crescenta Avenue Rehabilitation Project (ongoing project):
a. Project Title: La Crescenta Avenue Rehabilitation Project b. Project Description: Pavement Rehabilitation and multimodal improvements on La Crescenta Avenue between North Verdugo Road and Montrose Avenue. c. Location: La Crescenta Avenue between North Verdugo Road and Montrose Avenue.
d. Estimated Project Schedule:
•Design completion (Construction Documents) February 2024 (Completed) •Advertise projects for bids February 2024 (Completed)
•Start construction of project August 2024
•Complete construction of project March 2025
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e. Estimated Project Useful Life: 15 years minimum and up to 20 years for the street resurfacing.

Active Transportation Elements: This project will include the removal of one travel lane in each direction, the installation of a new two-way left turn lane, installation of bump outs, realignment of intersections, upgrading ADA curb ramps, installation of high visibility crosswalks, installation of protected bike lanes, installation of new mid-block bicycle crossing and pedestrian hybrid beacons, and signing and striping improvements to improve safety for all modes of travel.

STAKEHOLDERS/OUTREACH
City of Glendale residents and businesses impacted by Public Works projects are notified and updated throughout the various stages of the project. At the beginning stages of the project, staff develops the project dedicated website and host it on the city website. Project specific webpages provide detailed project information as well as the relevant project contacts for additional information requests. The webpages are updated monthly and as necessary as the project moves through the various project phases.

Additionally, as part of our public outreach efforts, community meetings are scheduled to share and discuss project details with any interested parties. Property owners, businesses, and occupants within a minimum 500-foot radius of the project vicinity and along the project corridor are notified of these meetings. During the meetings, the participants are informed of the project details, construction schedule, future city and contractor notifications, and the impacts of the construction work on their neighborhood.

Participants can ask questions and provide comments to staff. After the community meeting, staff reviews and incorporates public comments as practical in the final design.

After successful advertise and award of a project to a responsive and responsible bidder by the city, a Director’s Letter is sent by the Director of Public Works to the impacted addresses notifying them of the upcoming project and timeline. Finally, two separate construction notifications are distributed by the general contractor contracted for the project to the immediate project locations impacted during the various phases of construction; one at two weeks and another three days prior to the commencement of the work. Finally, electronic changeable message boards and physical projects signs are deployed strategically throughout the project to further inform the public about construction impacts such as planned closures and expected delays, as well as detailed construction phase schedules.

FISCAL IMPACT
There is no fiscal impact associated with this report.

ENVIRONMENTAL REVIEW (CEQA/NEPA)
Not applicable for this report

CAMPAIGN DISCLOSURE
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This item is exempt from campaign disclosure requirements.

ALTERNATIVES TO STAFF RECOMMENDATION
Alternative 1: Do not approve the resolution adopting the Fiscal Year 2024-25 SB1 Project List. Staff will identify an alternative funding source for the La Crescenta Avenue Rehabilitation Project.

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

ADMINISTRATIVE ACTION
Submitted by:

Daniel Hernandez, Interim Public Works Director
Prepared by:

Armen Avazian, P.E., Principal Civil Engineer
Approved by:

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

EXHIBITS/ATTACHMENTS
None
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RESOLUTION NO. ________
RESOLUTION ADOPTING A LIST OF PROJECTS FOR FISCAL YEAR 2024-25 FUNDED BY SB 1: THE ROAD REPAIR AND ACCOUNTABILITY ACT OF 2017 WHEREAS, Senate Bill 1 (SB 1), the Road Repair and Accountability Act of 2017 (Chapter 5, Statutes of 2017) was passed by the Legislature and Signed into law by the Governor in April 2017 to address the significant multi-modal transportation funding shortfalls statewide; and
WHEREAS, SB 1 includes accountability and transparency provisions that will ensure the residents of our City are aware of the projects proposed for funding in our community and which projects have been completed each fiscal year; and WHEREAS, the City of Glendale must adopt by resolution a list of projects proposed to receive fiscal year funding from the Road Maintenance and Rehabilitation Account (RMRA), created by SB 1, which must include a description and the location of each proposed project, a proposed schedule for the project’s completion, and the estimated useful life of the improvement; and
WHEREAS, the City of Glendale, will receive an estimated $5,014,950 in RMRA funding in Fiscal Year 2024-25 from SB 1; and
WHEREAS, this is the Eighth year in which the City of Glendale is receiving SB 1 funding and will enable the City to continue essential road maintenance and rehabilitation projects, safety improvements, repairing and replacing aging bridges, and increasing access and mobility options for the traveling public that would not have otherwise been possible without SB 1; and
WHEREAS, the City of Glendale has undergone a robust public process to ensure public input into our community’s transportation priorities/the project list; and WHEREAS, the City of Glendale used a Pavement Management System to develop the SB 1 project list to ensure revenues are being used on the most high- priority and cost-effective projects that also meet the communities priorities for transportation investment; and
WHEREAS, the funding from SB 1 will help the City maintain and rehabilitate streets, roads, bridges, and add active transportation infrastructure throughout the City this year and multiple similar projects into the future; and WHEREAS, the 2018 California Statewide Local Streets and Roads Needs Assessment found that the City of Glendale’s streets and roads are in an “good” condition and this revenue will help us increase the overall quality of our road system 22 of 724

and over the next decade will bring our streets and roads into a “excellent” condition; and
WHEREAS, the SB 1 project list and overall investment in our local streets and roads infrastructure with a focus on basic maintenance and safety, investing in complete streets infrastructure, and using cutting-edge technology, materials and practices, will have significant positive co-benefits statewide.

NOW, THEREFORE IT IS HEREBY RESOLVED, ORDERED AND FOUND by the City Council of the City of Glendale, State of California, as follows:

1. The foregoing recitals are true and correct.

2. The following list of proposed projects will be funded in-part or solely with fiscal year 2024-25 Road Maintenance and Rehabilitation Account revenues:

Project Title: La Crescenta Avenue Rehabilitation Project Project Location: La Crescenta Avenue Between North Verdugo Road and Montrose Avenue
Estimated Useful
Project Life:
15-20 Years
Proposed Schedule
for Completion:

Fiscal Year 2024-25
Project Description: This project will provide major rehabilitation of La Crescenta Avenue which is in immediate need for improvement. These RMRA funds will be used towards rehabilitation of La Crescenta Avenue Between Verdugo Road and Montrose Avenue, including new multimodal corridor improvements, such as the removal of one travel lane in each direction, the installation of a new two-way left turn lane, installation of bump outs, realignment of intersections, upgrading ADA curb ramps, installation of high visibility crosswalks, installation of protected bike lanes, installation of new Mid-block bicycle crossing and pedestrian hybrid beacons, and signing and striping improvements to improve safety for all modes of travel.

Adopted this _____ day of ____________, 2024.
____________________________
Mayor, City of Glendale
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ATTEST:
__________________________
City Clerk

STATE OF CALIFORNIA )

COUNTY OF LOS ANGELES )

CITY OF GLENDALE )
I, Suzie Abajian, Ph.D., 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 _________________, 2024, the same was adopted 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: Amendment Three for FY 2024-25 Los Angeles County Aging and Disabilities baseline funding allocation of $75,000 for the Supportive Services Program.

1.Motion to accept $75,000 in baseline funding from Los Angeles County Aging and Disabilities Department for FY 2024-25 Supportive Services Program; and authorize the City Manager or a designee to execute Amendment Three in the SSP232404 Subaward period July 2024 – July 2025 to accept and implement funding.

COUNCIL ACTION
Item Type: Consent Calendar
Approved for June 25, 2024 calendar

EXECUTIVE SUMMARY
The Los Angeles County Aging and Disabilities Department (AD) is providing grant funds in amount of $75,000 baseline funding for FY 2024-25 to provide senior case management services under the Community Services & Parks (CSP) Department.

Los Angeles County AD grant funding will allow the Supportive Services Program (SSP) to provide administrative staff support to seniors 60 years of age and older in the SSP.

SSP provides annual assistance for up to 80 unduplicated seniors, including: initial intake, in-home assessment, care plan, information and referral services, purchase of goods/services, annual reassessments, and well-being checkups. 25 of 724

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RECOMMENDATION
That the City Council authorize the City Manager to accept $75,000 in baseline funding from Los Angeles County AD for the FY 2024-25 Supportive Services Program and to execute Amendment Three to the SSP232404 subaward period July 2024-June 2025 to accept and implement the funding.

ANALYSIS
CSP has been providing the Supportive Services Program (SSP), better known as senior case management, since 1992. SSP provides comprehensive, long-term services to seniors 60 years of age and older, that utilize a case manager’s professional skills and competence to serve senior clients and link them to a full range of appropriate services including service coordination, care planning, purchase of goods/services, benefits enrollment, and referral services. The primary goal is to assist the elderly in maintaining their independence and living in their own homes. The SSP is operated through the Senior Services Unit, which also provides long-term services that include the Elderly Nutrition Program, Emergency Meals, and Telephone Reassurance Program.

CSP was originally awarded an SSP subaward from Los Angeles County AD through a noncompetitive process whereby the City enters into a subaward agreement for a one- year term, commencing July 1, 2023, through June 30, 2024, with three additional options to renew annually, for an anticipated total subaward term of four years. Baseline funding for the program requires a 15% cash match. Amendment Three is part of year two of the four-year subaward term and commences July 1, 2024, through June 30,2025.

The SSP helps to pay a portion for one full-time equivalent (FTE) administrative support staff to assist with the daily operations of the program including planning, monitoring, contract compliance, invoicing, purchase of goods/service, and data tracking and direct assistance to seniors for case management services. Examples of direct assistance include payment of a utility bill, purchase of small appliances, home cleaning, clothing, respite, medical equipment/supplies, etc.

SSP assists up to 80 unduplicated seniors 60 years of age and older each fiscal year, with the following senior case management services: initial intake screening, in-home assessment, service authorization, care plan, and connecting to other services. Service areas for SSP include Glendale, La Crescenta, Montrose, and Verdugo City.

STAKEHOLDERS/OUTREACH
The SSP is part of the Senior Services Unit, which operates out of the Adult Recreation Center. Program services are advertised quarterly in the CSP Leisure Guide, CSP Newsletter, on the department website and social media, and outreach is conducted with other community agencies to ensure the public is aware of the available services. 26 of 724

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FISCAL IMPACT
The SSP grant award of $75,000 was included as part of the proposed FY 2024-2025 budget. No new appropriation is being requested at this time.

The 15% required cash match was also included in the proposed FY 2024-2025 budget as part of a general fund transfer.

ENVIRONMENTAL REVIEW (CEQA/NEPA)
The action being considered does not constitute a “project” within the meaning of the CEQA pursuant to CEQA Guidelines Section 15378(b)(4) as it creates a government funding mechanism or constitutes other government fiscal activities which do not involve any commitment to any specific project which may result in a potentially significant physical impact on the environment.

CAMPAIGN DISCLOSURE
This item is exempt from campaign disclosure requirements.

ALTERNATIVES TO STAFF RECOMMENDATION
Alternative 1: Do not approve acceptance of $75,000 in baseline funding from Los Angeles County AD for FY 2024-2025 SSP, which will result in less direct assistance to seniors in the Supportive Services Program.

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

ADMINISTRATIVE ACTION
Submitted by:

Onnig Bulanikian, Director of Community Services & Parks Prepared by:

Maggie Kavarian, Community Services Manager
Aylin Isayan, Community Services Supervisor
Approved by:

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

EXHIBITS/ATTACHMENTS
None
Proposed FY 2024-25
Amount Account String Funding Source
$75,000 Various-2700-CSP-0020-P0000
CSP01171AG
Nutritional Meals Grant Fund
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1 MOTION
Moved by Council Member __________________________________________, seconded by Council Member ________________________________________, that the Council of the City of Glendale hereby accepts $75,000 in baseline funding from Los Angeles County Aging and Disabilities Department for FY 2024-2025 Supportive Services Program (SSP); and authorizes the City Manager or a designee to execute Amendment Three to the SSP232404 Subaward period July 2024 – June 2025 to accept and implement funding, as outlined in the Report to Council dated June 11, 2024.

Vote as Follows:

Ayes:

Noes:

Absent:

Abstain:
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CITY OF GLENDALE, CALIFORNIA

REPORT TO THE CITY COUNCIL

AGENDA ITEM
Report: Elderly Nutrition Program Subaward of Grant Funds from Los Angeles County Aging and Disabilities Department for FY 2024-2025 baseline funding allocation of $470,300.

2. Resolution of Appropriation to appropriate:
a. $29,400 in baseline funding to C1 Congregate Meals Program b. $4,900 in baseline funding to C2 Home Delivered Meals Program.

COUNCIL ACTION
Item Type: Consent Calendar
Approved for June 25, 2024 calendar

EXECUTIVE SUMMARY
The Community Services & Parks (CSP) Department is requesting the City Council’s authorization to accept a new, four-year subaward from the Los Angeles County Aging and Disabilities Department (AD) for ENP baseline grant funding. Year-one funding for FY 2024-2025 in the total amount of $470,300 will provide ENP C1-Congregate Meals Program (C1), C2-Home Delivered Meals Program (C2), and Telephone Reassurance Program (TR) to seniors.

Funding from Subaward ENP242505 in FY 2024-2025 will allow the ENP to provide 54,576 meals for C1, 11,217 meals for C2, and 1,470 for TR.

As part of the FY 2024-2025 budget process, staff estimated the expected grant award, but since the grant award was higher than the staff estimate, staff is also requesting that the City Council appropriate the additional funds.
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RECOMMENDATION
That the City Council authorize the City Manager to accept $470,300 in baseline funding from Los Angeles County AD for FY 2024-25; to execute Subaward ENP242505 period July 2024 – June 2025 and implement the funding; and to appropriate an additional $29,400 to the C1 Congregate Meals Program, and $4,900 to the C2 Home Delivered Meals Program.

ANALYSIS
CSP has been providing meal service to seniors 60 years of age and older in the greater Glendale area since 1979 with grant funding administered from Los Angeles County AD through the federal Older Americans Act. The ENP provides an important opportunity for social contact and is the only meal many seniors receive in a day.

The ENP is operated through the Senior Services Unit, which provides comprehensive, long-term services that include Congregate Meal (C-1), Home Delivered Meals (C-2), Emergency Meals, Telephone Reassurance and Supportive Services. The goal of these services is to assist the seniors in our community to maintain their independence and live in their own homes.

The City’s ENP Congregate Meals Program operates two (2) congregate meal sites serving lunch seven (7) days per week at the Adult Recreation Center and five (5) days per week at Sparr Heights Community Center. An average of 4,000 meals per month are served in the program to over 500 unduplicated seniors annually.

The ENP Home Delivered Meals Program is for homebound seniors requiring food delivery assistance for physical and/or medical reasons and is substantiated by a doctor’s order before beginning program services. Program services include a weekly delivery of seven frozen meals that include bread, fruit, milk, and dessert. The Emergency Meals Program is part of the Home Delivered Meals Program and provides three (3) days’ worth of shelf-stable meals to clients enrolled in the program per fiscal year. The Telephone Reassurance Program is also a part of the Home Delivered Meals Program, which ensures that seniors who are shut-in receive a weekly well-being call.

The City contracts with TRIO Community Meals, LLC, to provide congregate and home delivered meals catering services for the ENP. The contract period is from December 1, 2022, through November 30, 2026. The cost per meal rate is as follows:
•Congregate Meals $4.56 per meal
•Home Delivered Meals $4.75 per meal
The City has a purchase order with Revolution Foods to provide Emergency Meals to Home Delivered Meals Program clients for three (3) days’ worth of shelf-stable meals at a unit rate of $6.85 per meal.

CSP has been awarded an ENP grant award from Los Angeles County AD for baseline funding in FY 2024-25 through a noncompetitive process whereby the City will enter into 30 of 724

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a subaward agreement for a one-year term, commencing July 1, 2024, through June 30, 2025, with three additional options to renew annually, for an anticipated total subaward term of four years. Baseline funding for the program requires a 15% cash match. This Subaward is year one of a four-year subaward term.

On May 20, 2024, Los Angeles County AD informed the City of baseline grant funding from Older Americans Act (OAA) in the amount of $470,300 to be used for C1, C2, and TR Programs in FY 2024-25 from July 1, 2024 through June 30, 2025.

Baseline funding is a reimbursable grant with a 15% cash match. The LA County AD reimbursement rate for ENP funding for meal service delivery for FY 2024-25 is as follows:

Meal Type Funding Source Reimbursement Rate Per Meal
Congregate Meals OAA Baseline $7.08
Home Delivered Meals OAA Baseline $7.39
Baseline funding will enable the City to provide 54,576 meals for C1, 11,217 meals for C2, and 1,470 for TR through June 30, 2025.

STAKEHOLDERS/OUTREACH
The ENP operates as part of the Senior Services Unit, located at the Adult Recreation Center, and has an additional meal site at Sparr Heights Community Center. Program services are advertised quarterly in the CSP Leisure Guide, in the CSP newsletter, and on CSP social media and website, and outreach is conducted with other community agencies to ensure the public is aware of the available services.

FISCAL IMPACT
Staff estimated and budgeted $436,000 as part of the proposed FY 2024-2025 budget.

The actual award amount came in higher, at $470,300; therefore, staff is requesting that the City Council appropriate an additional $29,400 in C1, and $4,900 in C2, from grant revenue. The FY 2024-25 appropriation request is outlined below:

Proposed FY 2024-25
Amount Account String Funding Source
$357,000 Various-2700-CSP-0020-P0000
CSP01170AG
Nutritional Meals Grant
Fund
$78,000 Various-2700-CSP-0020-P0000
CSP01172AG
Nutritional Meals Grant
Fund
$1,000 Various-2700-CSP-0020-P0000
CSP01173AG
Nutritional Meals Grant
Fund
Requesting Appropriation
Amount From (Account To (Account String) Funding Source 31 of 724

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String)
$29,400 31240-2700-CSP-
0020-P0000
CSP01170AG
43110-2700-CSP-
0020-P0000
CSP01170AG
Nutritional Meals
Grant Fund
$4,900 31240-2700-CSP-
0020-P0000
CSP01172AG
43110-2700-CSP-
0020-P0000
CSP01172AG
Nutritional Meals
Grant Fund
Los Angeles County AD ENP grant requires a 15% cash match contribution. The 15% cash match was included in the proposed FY 2024-2025 budget as part of a general fund transfer.

CAMPAIGN DISCLOSURE
This item is exempt from campaign disclosure requirements.

ALTERNATIVES TO STAFF RECOMMENDATION
Alternative 1: Do not approve acceptance of $470,300 and appropriation of $34,300 in ENP baseline funding from Los Angeles County AD for the FY 2024-2025 ENP, which will result in meal service stoppage.

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

ADMINISTRATIVE ACTION
Submitted by:

Onnig Bulanikian, Director of Community Services & Parks Prepared by:

Maggie Kavarian, Community Services Manager
Aylin Isayan, Community Services Supervisor
Tereza Aleksanian, Assistant Director of Community Services & Parks Approved by:

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

EXHIBITS/ATTACHMENTS
None
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1 MOTION
Moved by Council Member ____________________________, seconded by Council Member ___________________________, that the Council authorizes the acceptance of FY 2024-2025 Older Americans Act baseline funding of $470,300 for the provision of Elderly Nutrition Program (ENP) from County of Los Angeles Aging and Disabilities Department (AD) as set forth in the Report to Council dated June 11, 2024; and authorizes the City Manager or a designee to execute Subaward to the County of Los Angeles Aging and Disabilities Department Contract Subaward Number ENP242505 period July 2024 – June 2025 to accept and implement Los Angeles County AD funding.

Vote as follows:

Ayes:

Noes:

Absent:

Abstain:
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CITY OF GLENDALE, CALIFORNIA

REPORT TO THE CITY COUNCIL

AGENDA ITEM
Report: Contract with JB & Associates, LLC. in the amount of $122,810 to conduct and analyze Citywide Pedestrian and Bicycle Counts

1. Motion to authorize contract with JB & Associates, LLC. for $122,810 for Citywide Pedestrian and Bicycle Counts required for Vision Zero Action Plan Development

COUNCIL ACTION
Item Type: Consent Item
Approved for June 25, 2024 calendar

EXECUTIVE SUMMARY
Council directed staff to begin work on developing a Vision Zero policy for the City, seeking to eliminate traffic related fatalities across all modes by 2030. Vision Zero also seeks to enhance coordination across the various disciplines associated with planning, designing, implementing, and enforcing transportation systems. The policy relies on collecting data that allows for responses that are targeted and focused, while creating synergy amongst the City’s many plans and implementation strategies. Council’s motion to approve this contract will move this project to the next phase of the action plan to identify and prioritize the most beneficial pedestrian and bicycle safety improvement projects, and to allocate more resources to those locations.

A citywide pedestrian and bicycle count is fundamental to developing a data-driven Vision Zero Action Plan. This work will update the last citywide bicycle and pedestrian counts, which were completed in 2019.
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24e
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RECOMMENDATION
Approve the Professional Service Agreement with JB & Associates to conduct the Citywide Bicycle and Pedestrian counts and data analysis for the development of the Citywide Vision Zero Action Plan.

ANALYSIS
At the July 12, 2022 and October 18, 2022 City Council meetings, the Council provided staff direction on the creation of a Vision Zero Action Plan. Vision Zero challenges the traditional approach to traffic safety by recognizing that traffic collisions aren’t random and unavoidable. With the right approach, they are predictable and preventable. The City’s Vision Zero Plan will describe a data-driven and systemic approach that will make streets safer through proactive, low-cost measures, preventing fatal collisions on the road. The Vision Zero Action Plan will include detailed recommendations on how to implement strategies to create safer streets for all road users.

The City has begun developing Vision Zero policy guidelines with much of the underlying framework being derived from existing infrastructure, enforcement, and plans, such as the Citywide Pedestrian Plan, Citywide Safety Plan, and Bicycle Transportation Plan. The City has also taken steps to reduce collisions with pedestrians and cyclists by creating events for public engagement, public education, and awareness of City policies and plans.

Utilizing a comprehensive, coherent, and data-driven approach that encompasses aspects of Engineering, Education and Enforcement will serve as the primary drivers for Glendale’s Vision Zero Action Plan. This will be achieved through an initial analyzing of citywide pedestrian and bicycle counts following the completion of the plan, and yearly audits to evaluate the impacts of the engineering, education, and enforcement.

A $122,810 contract with JB & Associates to conduct bicycle and pedestrian counts and analyze the data to evaluate Citywide Bicycle Transportation Plan and Vision Zero Action Plan recommendations are necessary as these plans intimately intertwined. JB & Associates has a comprehensive knowledge of the City’s goals, traffic engineering infrastructure, and established stakeholder involvement.

JB & Associates, LLC is a practice-based and service-oriented consulting firm that provides expert services in traffic engineering, transportation planning, and traffic operations both to public and private sectors. The JB & Associates team are licensed civil and traffic engineers in the State of CA, with over 80 years of combined experience in all aspects of municipal traffic engineering and transportation planning. They have extensive experience in community outreach, consensus building among homeowner associations, business community, and developers of major projects.

Staff developed the Draft Scope of Work for the Citywide pedestrian and bicycle counts and analysis (Exhibit 1).
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The JB & Associates team’s background of City of Glendale’s transportation studies and plans will be instrumental in addressing pedestrian, bikes and analysis for the study. The JB & Associates team is comprised by all former city traffic engineers that have worked for local cities in Los Angeles area and are most familiar with city government’s procedures and project implementation. Key areas of experience include preparing over 40 Traffic Impact Studies and Parking Studies for large and small mixed use residential, commercial and retail projects in the cities of Glendale, Los Angeles and other cities in Los Angeles County in the last 5 years. JBA also has extensive vehicular, pedestrian and bicyclist data collections experience in using the state-of-the- art data collection technology (video detection) for various projects. Additionally, the team has extensive knowledge of City of Glendale Bicycle Master Plan, Downtown Mobility Plan, Circulation Element of the General Plan, and Glendale Citywide Pedestrian Plan. JB & Associates team will apply their knowledge and experience gained from the working in Glendale’s projects to prepare a comprehensive analysis that addresses pedestrian and bicycle challenges and opportunities in the city.

While an RFP was not released for this project because of the lower dollar amount of the contract, this item is before Council for approval because JB & Associates has another contract with the City of Glendale for the Drive Thru analysis. The two contracts together exceed the dollar amount per vendor staff is permitted to execute contracts with without prior Council approval.

STAKEHOLDERS/OUTREACH
The scope of work will include extensive stakeholder outreach as part of developing and analyzing the pedestrian and bicycle counts for Vision Zero Action Plan.

FISCAL IMPACT
The funds to conduct a Citywide Pedestrian and Bicycle Count in the amount of $122,810, are included in the FY 2023-24 budget in the following account:

Existing Appropriation
Amount Account String Funding Source
$122,810 43110-4090-CDD-0020-P0000
PL: CDD00943AG
TDA Grant – CIP
Reimbursement Fund

ENVIRONMENTAL REVIEW (CEQA/NEPA)
Exempt pursuant to CEQA Guidelines section 15262, for projects involving only feasibility or planning studies for possible future actions which the agency, board, or commission has not approved, adopted, or funded. Environmental review would be conducted as part of the Vision Zero Action Plan.
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CAMPAIGN DISCLOSURE
In accordance with the City Campaign Finance Ordinance, Exhibit 2 shows the names and business addresses of the members of the board of directors, the chairperson, CEO, COO, CFO, Subcontractors and any person or entity with 10% interest or more in the company proposed for contract in this Agenda Item Report.

ALTERNATIVES
Alternative 1: Approve a Motion approving a $122,810 contract with JB & Associates, LLC to conduct pedestrian and bicycle counts and analyses for development of citywide Vision Zero Action Plan.

Alternative 2: Do not approve the motion to award the contract. This will result in the loss of $122,810 in TDA grant funds and a delay in the initiation of the Vision Zero Action Plan as TDA funds must be encumbered by June 30, 2024.

Alternative 3: Consider any other alternative not proposed by staff.

ADMINISTRATIVE ACTION
Prepared by:

Fred Zohrehvand, Principal Planner
Tamar Sadd, Deputy Director of Community Development, Administration

Approved by:

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

EXHIBITS/ATTACHMENTS

1. DRAFT Scope of Work: Pedestrian and Bicycle Counts and Analyses

2. Campaign Disclosure Form
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MOTION
Moved by Council Member ____________________________, seconded by Council Member ___________________________, that the City Manager, or designee, is hereby authorized to execute a contract with JB & Associates, LLC, in an amount not to exceed $122,810 for citywide pedestrian and bicycle counts required for Vision Zero Action Plan development, as outlined in the June 25, 2024, staff report from the Director of Community Development. Said agreement shall be subject to approval as to form by the City Attorney.

Vote as follows:

Ayes:

Noes:

Absent:

Abstain:
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1 Traffic, Transportation, and Parking
Consultants
833 Americana Way, Suite 505
Glendale, CA 91210
[email protected]
JBATraffic.com
Ph: 818-694-2880

May 6,2024

JB & Associates Proposal
For the Preparation of the
City of Glendale 2024 Citywide Pedestrian and Bicycle Count &
Analysis
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2 City of Glendale
Community Development Department
633 East Broadway, Glendale, CA 91206

Project: City of Glendale 2024 Citywide Pedestrian and Bicycle Count and Analyses

1. BACKGROUND

JB & Associates (JBA) are pleased to submit a Proposal for the preparation of the City of Glendale (City) 2024 Citywide Pedestrian and Bicycle Count and Analysis. The City is interested in conducting pedestrian bicycle counts consistent with the prior year counts completed in 2013, 2016, and 2019 and a report analyzing the collected data, and evaluate the trend of pedestrian and bicyclist. The City is also interested in identifying the top 10 intersections with the highest- pedestrian and bicyclist volumes.

In order to be consistent with the prior years data collections, JBA will use the methodology adopted by the City and recommended by the Los Angeles Metro, and the Southern California Association of Government (SCAG) as follow:

▪ Screenlines will be used to collect data, where bicyclists and pedestrians are counted as they cross a drawn or imaginary line near an intersection. Bi-directional data will be collected at each screenline location.
▪ Counts will take place during late April and early May to ensure data is collected while school is in session and to limit delays to the Pedestrian Plan. ▪ Data will be collected during three separate two-hour count periods. Each two-hour count period is divided into eight 15-minute segments for data recording purposes. − Weekday counts will occur during two consecutive periods on a Tuesday, Wednesday, or Thursday from 7:00-9:00 a.m. and from 5:00-7:00 p.m. to maintain consistency with 2013 count data.
− The weekend count will occur on Saturday from 10:00 a.m. – 12:00 noon. ▪ Additional data about individuals biking and walking will be collected during the counts.

This additional data will be counted for the two-hour segment overall rather than in 15- minute segments.
− For bicyclists, data regarding gender, sidewalk riding, wrong-way riding, and helmet use will be collected.

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3 − For pedestrians, data regarding gender, wheelchair use, skateboard/scooter/skates use, and age (i.e., child or senior) will be collected.

Screen Line Diagram

2. Traffic Count Methodology and Locations

JBA will conduct the pedestrian and bicycle counts using the latest video technology in data collection. JBA recently completed trip generation data collection for the City of Glendale’s drive- through design standard project using the same type of video data collection technology.

Considering that there are 52 locations with over 100 Screenlines, that need to be counted in a very short period (approximately 4 weeks in May 2024 prior to the end of the school year) this type of data collection is the most affordable, reliable, and fastest way to collect data. .

The pedestrian and bicycle count location are listed in the attached Figure (1) and (2) which are identical with Glendale’s 2016 and 2019 counts. Pedestrian and bicycle counts will be recorded for approximately six hours on two consecutive Tuesday, Wednesday, or Thursdays and for approximately three hours on a Saturday. Using the same screen lines in the 2019 report data will be tabulated for comparison.

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4 2. SCOPE & TASKS

Based on the review of the 2019 Pedestrian and Bicycle Count Report, JB & Associates (JBA) has prepared the following Tasks for the preparation of the 2024 Report. Based on the Tasks listed below, JBA has prepared the Fee Proposal for the data collection, data analysis, and report preparation.

TABLE A-
City of Glendale
2024 Pedestrian and Bicycle Count Report Preparation
Task # Task Description
1 Study Kickoff

1.1 Meeting with City Staff to coordinate the Data collection and analysis

1.2 Finalization of all Data Collection Locations and screen lines

1.3 Review of City’s prior Pedestrian and Bicycle Counts data and studies 2 Field Observation – Conduct field observations of all Data Collections locations (Intersections and streets) for camera installations

2.1 Field Check of 52 locations

2.2 Prepare Location Maps for the Data Collection vendor

2.3 Prepare Screen Line Locations
3 Data collection - Prepare Pedestrian and Bicycle Templates for Video Data Analysis

3.1 Prepare survey templates for Pedetrian Counts and screen counts

3.2 Prepare survey templates for Bicycle Counts and screen counts 4 Video data Processing of all Pedestrian and Bicycle Counts

4.1 Tabulate Pedestrian Data for 52 Locations (Weekday AM, PM and Weekend)

4.2 Tabulate Bicycle Data with classifications for 52 Locations (Weekday AM, PM and Weekend)

4.3 Tabulate Bicycle Data with classifications for 52 Locations with classification for Male/Female, wrong way)

4.4 Prepare Screen Line Counts for the Pedestrian Counts

4.5 Prepare Screen Line Counts for the Bicycle Counts

4.6 Review Pedestrian and Bicycle data Analysis
5 Prepare Comparison Tables for the Pedestrian and Bicycle Counts for years 2013, 2015,2019 and 2024

5.1 Prepare comparison of 2013,2016,2019 and 2024 Pedestrian counts with screen lines

5.2 Prepare comparison of 2013,2016,2019 and 2024 Bicycle counts with screen lines

5.3 Prepare comparison of the top 10 Pedestrian Screen lines

5.4 Prepare comparison of the top 10 Bicycle Screen lines 6 Prepare 2024 Pedestrian and Bicycle Report

6.1 Prepare Pedestrian and Bicycle Figures, maps, and exhibits

6.2 Prepare Detailed Pedestrian and Bicycle Report

6.3 Glendale Planning and Transportation Staff Report review.

6.3 Update Pedestrian and Bicycle Report based on comments from City Staff 7 Meetings

7.1 Regular progress meeting with City staff

7.2 Attend and present study to TPC, PC, DRB, Community Outreach and City Council 8 Project Management (5 months)
9 Other tasks
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5 3. PROJECT SCHEDULE
The Following is a Tentative Schedule that will need to be approved by the City:

1. Tasks 1-3 will be completed in approximately 4 weeks (May 1-31,2024) contingent upon receiving a Notice to Proceed by May 8,2024.

2. Task 4 will be completed in 8 weeks from completion Task 3 June 1- July 31,2024

3. Task 5 will be completed in 4 weeks August 1-31,2024

4. Task 6 will be completed in 6 weeks September 1-October 15,2024

5. Upon completion of the Report, the city staff can schedule presentations to the Transportation Parking Commission, Planning Commission, and the City Council as needed.

4. PROPOSED FEE

Based on the Tasks outlined in the Scope of Services a fee estimate has been prepared as Shown in the Fee Proposal table below. This Fee Proposal estimate also includes the budget for meetings, travel time, and other miscellaneous/reimbursable costs.

Any deviations, changes or additions to the project scope will be subject to the City’s approval and additional fee. The City will be billed monthly based on the percentage completion of each task.

Fee Proposal

City of Glendale 2024 Pedestrian and Bicycle Count Report Preparation
Pedestrian and Bicycle Count Data Collection Estimate $ 38,700.00 Preparation of the Pedestrian and Bicycle Count Report $ 84,110.00 Total Proposed Fee $122,810.00

JB & Associates has extensive experience in data collection and analysis in all aspects of traffic engineering and transportation planning. JBA’s proposed staff also has extensive experience and knowledge of traffic engineering and planning particularly in City of Glendale.

Thank you for the opportunity to propose professional services for the City. Please contact me if you have any questions.

Sincerely,

Jano Baghdanian, P.E., T.E.

President, JB & Associates, LLC
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6 5. JB & ASSOCIATES PROPOSED STAFF RESUMES

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7 Jano Baghdanian, President, JB & Associates (JBA)
Jano Baghdanian, President of JBA, is a professional Civil and Traffic Engineer in the state of Californian with over 37 years of experience in public and private sector preparing and managing a wide range of transportation projects in various municipalities. He has experience in all aspects of traffic engineering, transportation planning, and signal design and operations.

As City of Glendale’s former Traffic and Transportation Administrator managed and administered City’s Traffic and Transportation Division, was responsible for the review of various Traffic Impact Studies for small and large scale residential, commercial, and mixed-use projects. Designed and constructed traffic signal and communication systems, managed signal timing and operations, and reviewed and prepared Construction Area Traffic Control Plans.

As Traffic and Transportation Administrator for the City of Glendale, he was a key member of City of Glendale’s management staff in the planning and development of mitigation measures, right-of-way acquisitions, infrastructure design and construction (roadways, bridges, traffic signals, railroad crossings) for major Master Plan projects namely Disney’s Creative Campus, DreamWorks, and Americana on Brand. Directed and managed the design and construction of major capital improvement projects including construction of Fairmont Avenue Bridge, the largest Public Works Project in the City of Glendale.

In the last 13 years as President of JB & Associates, provided professional traffic engineering services to cities, environmental planning consulting firms, developers and construction firms.

Prepared over 100 traffic impact studies for a variety of development projects such as large scale residential mixed-use projects, fast-food restaurant and coffee shops with drive-through operations, hotels, retail and commercial projects, and athletic facilities and schools. Analyzed intersection capacities using Synchro and PTV Vistro modeling software.

Mr. Baghdanian also has extensive experience in community outreach, consensus building among homeowner associations, business community and developers of major projects.

Project Management
Transportation Planning
Capital Improvement
Projects
Traffic Signal Improvements
Railroad Safety
Improvements
Budget Preparation
Parking Facilities
Bicycle and Pedestrian
Safely
Traffic Calming
Improvements
Transit Projects
Safe Route to School

EDUCATION
1980 Master of Science
Transportation Engineering,
University of Washington,
Seattle, WA
1978 Bachelor of Science
Civil Engineering, University
of Washington, Seattle, WA

REGISTRATION
Professional Engineer, CA,
Civil - No. 43576

Professional Engineer, CA,
Traffic - No. 1174

Professional Traffic
Operations Engineer - PTOE
Certificate No. 522

JBA & Associates, LLC
Traffic, Transportation, and
Parking Consultants
833 Americana Way, Suite 505
Glendale, CA 91210
Email: [email protected]
Phone: 818-694-2880
Fax: 818-888-4541
Web: JBATraffic.com

KEY SKILLS
Transportation Planning:

Preparation of Traffic Impact
Studies for small and large mixed-
use residential projects, parks,
and museums.

Parking Access, queuing analysis,
circulation studies for Restaurant,
banquet, and shopping centers.

Traffic Signal Design
Roadway signing/striping design.

Preparation of Work-site Traffic
Control Plans, Traffic Calming
Improvements, and
Transit Projects.

EDUCATION
1980 Master of Science
Transportation Engineering,
University of Washington, Seattle,
WA
1978 Bachelor of Science
Civil Engineering, University of
Washington, Seattle, WA

REGISTRATION
Professional Engineer, CA,
Civil - No. 43576

Professional Engineer, CA,
Traffic - No. 1174

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8 Wayne C. Ko, PE, TE, PTOE, Senior Traffic Engineer, JB & Associates Wayne C. Ko, Senior Traffic Engineer, JB & Associates, is a professional Civil and Traffic Engineer in the State of California with 40 years of experience in the private and public sectors managing a wide range of transportation projects. He has extensive experience in all aspect of traffic operations, transportation planning, and design of traffic control facilities.

As the former Principal Traffic Engineer of the City of Glendale, California for 27 years, he was in charge of the Traffic Engineering Division and the preparation and review of over 200 design plans and specifications for a variety of traffic engineering capital improvement projects. Those projects included installation or modification of traffic signals, traffic calming devices, bicycle and pedestrian facilities, pedestrian-activated warning devices, copper and fiber optic communication systems, closed circuit television cameras, and construction area traffic control. During his tenure with the City of Glendale, Mr. Ko managed the design and construction of the City’s Advanced Traffic Operations Center and 5 at-grade railroad crossing safety enhancement projects. He was also responsible for the implementation of various Intelligent Transportation Systems projects, such as transit signal priority, fiber optic communication system master plan, and the integration of various traffic signal systems with adjacent agencies. In addition, Mr. Ko was also responsible for establishing the first operational Quiet Zone in the County of Los Angeles, located along the Metrolink Antelope Valley Line, Valley Subdivision, from Milepost 8.47 (Sonora Avenue) to 9.16 (Flower Street) in the City of Glendale, CA.

In addition, Mr. Ko also has extensive working experience in various transportation consulting firms providing design review oversight and quality control for the installations and modifications of traffic signal and signing/striping designs.

As a Senior Traffic Engineer at JB & Associates since 2017, Mr. Ko has prepared numerous transportation impact assessment studies for large scale mixed-use residential projects, hotels, retail and commercial establishments, fast-food restaurants, and automated car-wash facilities. He also conducts various statistical analyses, prepares traffic signal and signing/striping designs, as well as construction area traffic control plans.

KEY SKILLS
Preparation of Transportation
Impact Assessment Studies,
Transportation Planning,
parking access, queuing
analysis, circulation studies for
Restaurant, banquet facilities,
and shopping centers

Traffic Signal/Signing & Striping,
Intelligent Transportation
System,
Pedestrian & Bicycle Facilities,
Railroad Safety Improvements,
Work Area Traffic Control
Traffic Calming Improvements

EDUCATION
1983 Master of Science
Transportation Engineering,
University of California,
Berkeley
1982 Bachelor of Science
Civil & Environmental
Engineering, University of
Wisconsin, Madison

REGISTRATION
Professional Engineer, CA,
Civil - No. 39669

Professional Engineer, CA,
Traffic - No. 1490

EDUCATION
1980 Master of Science
Transportation Engineering,
University of Washington,
Seattle, WA
1978 Bachelor of Science
Civil Engineering, University
of Washington, Seattle, WA

REGISTRATION
Professional Engineer, CA,
Civil - No. 43576

Professional Engineer, CA,
Traffic - No. 1174

Professional Traffic
Operations Engineer - PTOE
Certificate No. 522

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9 Arsen Mangasarian, Transportation Planner, JB & Associates Arsen Mangasarian, Transportation Planner, is a former Transportation Planner with over 30 years of experience with the City of Los Angeles, Department of Transportation (DOT). He has acquired an in-depth knowledge and understanding of techniques for evaluating transportation projects and the alternatives, especially for the City of Los Angeles Vision Zero and Complete Streets strategies related to the emerging safety, equity, and quality of life strategies and the development of solutions to respond to the growing number traffic issues.

Mr. Mangasarian Extensive knowledge of California and Federal laws and regulations related to environmental restrictions and regulations, methods of research, statistical data gathering, and analysis to address the impacts of transportation systems on the communities and the environment. Extensive knowledge and experience in the solicitation of and securing transportation and transit grants from Federal, State, and Regional governmental agencies.

Strong analytical and planning skills, and in-depth knowledge of strategies for developing projects to compete well for local, state, and federal grants.

He currently is a key member of the JB & Associates team working on various transportation planning, traffic operations, data analysis, and pedestrian and bicycle safety planning. In the past 4 years as part of the JBA Team, Mr. Mangasarian has worked on multiple projects involving the study and analysis of fast-food restaurants and coffee shops with drive-through operations. He has conducted numerous surveys of Chick-fil-A restaurants, Starbucks, and automated car washes and hotels and collected data and identifies traffic issues ( queuing problems, vehicular and pedestrian conflicts, on-site circulation problems, and access issues).

JBA & Associates, LLC
Traffic, Transportation, and
Parking Consultants
833 Americana Way, Suite 505
Glendale, CA 91210
Email: [email protected]
Phone: 818-438-2253
Web: www.jbatraffic.com

KEY SKILLS
Parking design and internal
circulation , Parking Occupancy
and Duration Studies, Bicycle
and Pedestrian Safely, Traffic
Calming Improvements, Transit
Projects, Safe Route to School,
Public Outreach.

EDUCATION
Master of Transportation
Engineering (1983) - Seattle
University, Seattle, Washington

Bachelor of Science Civil
Engineering (1979) - University of
Washington, Seattle, Washington

EDUCATION
1980 Master of Science
Transportation Engineering,
University of Washington,
Seattle, WA
1978 Bachelor of Science
Civil Engineering, University
of Washington, Seattle, WA

REGISTRATION
Professional Engineer, CA,
Civil - No. 43576

Professional Engineer, CA,
Traffic - No. 1174

Professional Traffic
Operations Engineer - PTOE
Certificate No. 522

JBA & Associates, LLC
Traffic, Transportation, and
Parking Consultants
833 Americana Way, Suite 505
Glendale, CA 91210
Email:

[email protected]
Phone: 323-250-6085
Web: JBATraffic.com

KEY SKILLS
Preparation of Transportation
Impact Assessments,
preparation of VMT Analyses.

EDUCATION
2013 Bachelor of Arts
University of California, Los
Angeles

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10 6. JB & ASSOCIATES RELEVANT EXPERIENCE

Over the past 8 years, JBA has worked with various developers to prepare transportation impact assessments and access and circulation studies for land uses that have drive-through operations as a common design feature. In particular, JBA has prepared access and circulation analysis, queuing analysis for drive-through lanes, parking lot on site circulation, and driveway design. The following are a list of relevant projects that JBA has completed in various cities especially in the City of Los Angles that has experienced a prolification of fast-food esatblishments with drive- through operations. JBA also has the experience with the study and analyses of other land use types with drive-through operations such as cofee establishment and automated car washed as listed below:

1. City of Glendale Standards and Guidelines for New and Replacement Drive-Through Projects (Study)

(JBA) is currently under contract with the city of Glendale for the to develop Standards and Guidelines for New and Replacement Drive-Through Projects (Study) in the City of Glendale in cooperation with the City of Glendale Community Planning Department. This effort involved extensive video data collection of various types of fast-food restaurants throughout city of Glendale, tabulation of the trip generation of each restaurant including queuing analysis very similar to the type of data collection and analysis that will be required for the Glendale’s Pedestrian and Bicycle Count report.

2. Silverlake Mater Plan
JBA, as part of the of the Hargreaves-Jones Associates consultant team, provided traffic engineering services as part of the conversion of the Silverlake Reservoir to a vibrant recreation facility. JBA identified challenges and constraints for the Master Plan, evaluated existing street network, walking paths for pedestrians, bicycle lanes, access, and circulation to and from the Silverlake, and conducted pedestrian safety analysis and recommended alternatives.

a. Conducted extensive data collection of vehicular, pedestrian and bicycle traffic.
b. Developing a unique trip generation methodology based on the usage of various park areas (recreation facilities, play areas, picnic areas, dog parks, walking and jogging paths).
c. Conducted parking occupancy surveys to determine parking occupancy and project future parking demand.

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11 Figure 1: Bicycle Count Locations and Volumes

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12 Screen
-line
Nearest
Intersection On Street Between
Weekday
AM
Volume
Weekday
PM
Volume
Weeke
nd
Volume
Female Sidewalk
Rider
Wrong
Way
No
Helmet Child
767 Brand &
Broadway Brand Wilson &
Broadway 11 10 16 11 17 7 30 1
774 Brand &
Broadway Broadway Brand &
Maryland 3 13 13 1 9 1 18 2
790
Brand &
Chevy
Chase
Chevy Chase Brand &
Glendale 7 5 15 8 14 5 15 1
768
Brand &
Chevy
Chase
Brand Acacia &
Chevy Chase 14 11 11 4 5 1 19 2
773 Brand &
Harvard Brand Harvard &
Caruso 5 7 13 8 10 4 17 4
769 Brand &
Harvard Brand Broadway &
Harvard 13 14 12 4 13 6 23 3
788 Brand &
Harvard Harvard Brand &
Maryland 1 1 3 1 1 0 2 0
822
Broadway &
Chevy
Chase
S Chevy
Chase Dr
Broadway &
Carlton 6 6 16 4 4 3 9 2
811
Broadway &
Chevy
Chase
E Broadway Chevy Chase
& Olive 1 3 4 1 5 2 6 2
775 Broadway &
Maynard Broadway Sinclair &
Maynard 3 2 6 0 4 1 7 1
827 California &
Columbus
W California
Ave
Columbus &
Central 2 2 4 0 0 0 1 0
805 California &
Columbus
N Columbus
Ave
California &
Salem 4 3 2 0 2 0 3 3
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13 Screen
-line
Nearest
Intersection On Street Between
Weekday
AM
Volume
Weekday
PM
Volume
Weeke
nd
Volume
Female Sidewalk
Rider
Wrong
Way
No
Helmet Child
830 California &
Orange
W California
Ave
Orange &
Brand 1 5 0 0 4 2 5 3
806 California &
Orange N Orange St Lexington &
California 0 3 0 0 0 1 1 0
779
Central &
Americana
Way
Central
Broadway &
Americana
Way
3 9 6 3 10 2 13 2
700
Central &
Americana
Way
Americana
Way
Central &
Brand 1 1 2 0 2 1 2 0
796 Central &
Stocker Stocker Central &
Brand 1 4 12 3 4 1 5 1
789 Central &
Stocker Central Stocker &
Dryden 2 3 2 3 3 0 4 1
808 Central &
Wilson S Central Ave Wilson &
Broadway 1 7 6 2 6 3 8 5
829 Central &
Wilson
W Wilson
Ave
Orange &
Brand 0 1 2 0 0 0 1 1
794 Colorado &
Lincoln Colorado Campus &
Lincoln 6 4 4 3 8 4 11 1
795 Columbus &
Riverdale Columbus Riverdale &
Maple 6 5 3 3 3 1 4 0
716 Columbus &
Riverdale Riverdale Pacific &
Columbus 1 1 2 1 1 0 2 0
809 Columbus &
Wilson
N Columbus
Ave
Wilson &
Broadway 5 2 3 0 3 0 5 1
828 Columbus &
Wilson
W Wilson
Ave
Central &
Orange 4 1 1 0 0 0 1 0
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14 Screen
-line
Nearest
Intersection On Street Between
Weekday
AM
Volume
Weekday
PM
Volume
Weeke
nd
Volume
Female Sidewalk
Rider
Wrong
Way
No
Helmet Child
761 Concord &
Doran Concord Fairmont &
Doran 5 5 5 1 3 1 5 0
770 Concord &
Doran Doran State &
Concord 0 1 0 0 0 0 0 0
714
Concord &
Glenwood
(HS)
Glenwood Concord &
School 5 2 9 6 2 0 2 2
713
Concord &
Glenwood
(HS)
Concord Glenwood &
Stocker 1 1 5 0 1 1 2 1
803 Doran &
Columbus
N Columbus
Ave Doran & Doran 6 7 5 5 1 3 9 2
825 Doran &
Columbus W Doran St Pacific &
Columbus 4 8 4 0 6 2 14 0
771 Fairmont &
Flower Fairmont Flower & Air
Way 5 2 7 0 8 0 5 0
718 Flower &
Sonora Sonora Ave Lake & Flower 25 21 52 4 9 1 13 11
772 Flower &
Sonora Flower Sonora &
Davis 8 10 11 1 4 1 10 2
818 Foothill &
Dunsmore Foothill Dunsmore &
Willalee 4 1 13 0 1 0 6 0
799 Foothill &
New York Foothill New York &
Maryland 3 1 4 1 3 2 6 2
819 Foothill &
New York New York Thelma &
Foothill 0 3 0 3 0 0 0 0
797
Foothill &
Pennsylvani
a
Foothill Blvd. Maryland &
Pennsylvania 2 0 9 0 2 0 0 0
54 of 724

15 Screen
-line
Nearest
Intersection On Street Between
Weekday
AM
Volume
Weekday
PM
Volume
Weeke
nd
Volume
Female Sidewalk
Rider
Wrong
Way
No
Helmet Child
781 Glendale &
Maple Glendale Chestnut &
Maple 7 12 6 4 16 13 19 4
710 Glendale &
Maple Maple Louise &
Glendale 4 1 2 1 2 2 6 0
810 Glendale &
Monterey
N Glendale
Ave
Monterey &
Ventura Fwy
On Ramp
2 5 7 1 4 1 5 1
821 Glendale &
Monterey Monterey Rd Glendale &
Adams 4 4 4 0 3 2 4 3
782 Glendale &
Wilson Glendale Wilson &
California 4 5 9 0 8 4 16 3
745 Glendale &
Wilson E Wilson Ave Isabel &
Glendale 3 5 6 0 2 2 9 3
783
Glendale
Riverwalk
Bicycle Path
Glendale
Narrows
Riverwalk
Riverside &
Golden State
Fwy
7 2 15 1 3 0 3 0
791
Glenoaks &
Chevy
Chase
Chevy Chase Glenoaks &
Glenmore 8 8 46 10 2 1 6 0
784
Glenoaks &
Chevy
Chase
Glenoaks Lynglen &
Chevy Chase 1 1 26 0 1 1 2 1
786 Glenoaks &
Grandview Glenoaks Willard &
Grandview 8 10 20 2 4 2 12 2
787 Glenoaks &
Grandview Grandview Glenwood &
Glenoaks 1 0 5 0 1 0 0 0
801 Glenoaks &
Justin
Glenoaks
Blvd
Justin &
Ruberta 10 4 18 4 14 6 11 1
55 of 724

16 Screen
-line
Nearest
Intersection On Street Between
Weekday
AM
Volume
Weekday
PM
Volume
Weeke
nd
Volume
Female Sidewalk
Rider
Wrong
Way
No
Helmet Child
823 Glenoaks &
Justin Justin Ave Glenoaks & 5th 1 1 4 0 4 2 2 0
785 Glenoaks &
Louise Glenoaks Brand & Louise 8 11 14 7 8 1 5 1
742 Glenoaks &
Louise N Louise St Glenoaks &
Monterey 5 3 9 1 6 0 6 1
802 Grandview
& Flower Flower St Circle 7 &
Grandview 6 13 15 2 6 6 6 4
824 Grandview
& Flower
Grandview
Ave
Grand Central
& Flower 3 10 6 3 6 2 4 0
792
Honolulu &
La
Crescenta
Honolulu La Crescenta
& Pleasure 1 1 14 0 0 0 1 0
737
Honolulu &
La
Crescenta
La Crescenta
Ave
Honolulu &
Sycamore 1 6 4 0 1 0 4 0
734 Honolulu &
Ocean View Honolulu Ave Wickham &
Ocean View 4 3 22 3 8 6 4 1
712 Honolulu &
Ocean View
Ocean View
Blvd
Honolulu &
Broadview 2 1 5 1 3 1 2 1
800 Honolulu &
Sunset Honolulu Rosemont &
Sunset 8 0 18 2 2 1 1 0
820 Honolulu &
Sunset Sunset Ave Hermosa &
Honolulu 1 0 3 0 0 0 1 0
720 Honolulu &
Verdugo Verdugo Blvd Montrose&
Clifton 7 5 31 4 6 0 4 1
724 Honolulu &
Verdugo
N Verdugo
Rd
Honolulu &
Broadway 5 4 13 0 3 0 3 3
56 of 724

17 Screen
-line
Nearest
Intersection On Street Between
Weekday
AM
Volume
Weekday
PM
Volume
Weeke
nd
Volume
Female Sidewalk
Rider
Wrong
Way
No
Helmet Child
777 Jackson &
California California Kenwood &
Jackson 3 3 5 1 3 3 3 1
736 Kenneth &
Sonora
W Kenneth
Rd
Sonora &
Grandview 4 0 19 1 6 2 4 6
719 Kenneth &
Sonora Sonora Ave Glenwood &
Kenneth 4 2 15 1 0 0 2 0
804 Lexington &
Columbus
N Columbus
Ave
Lexington &
Myrtle 4 4 6 1 1 0 6 2
826 Lexington &
Columbus
W Lexington
St
Columbus &
Central 3 1 4 1 4 3 4 2
733 Louise &
Wilson E Wilson Ave Louis &
Kenwood 4 2 6 0 5 2 5 1
743 Louise &
Wilson N Louise St Wilson &
Broadway 10 6 4 3 7 2 9 3
793
Maple &
Chevy
Chase
Chevy Chase Maple &
Raleigh 5 4 26 3 6 2 7 1
744
Maple &
Chevy
Chase
E Maple St Adams &
Chevy Chase 2 4 2 0 3 1 6 1
831 Orange &
Wilson
W Wilson
Ave
Orange &
Brand 3 4 4 1 4 3 3 2
807 Orange &
Wilson N Orange St Wilson &
Broadway 0 2 0 0 1 1 1 0
812 Riverdale &
Pacific S Pacific Ave Vine &
Riverdale 0 6 6 0 9 1 6 1
832 Riverdale &
Pacific Riverdale Dr San Fernando
& Pacific 2 2 3 0 5 5 8 2
57 of 724

18 Screen
-line
Nearest
Intersection On Street Between
Weekday
AM
Volume
Weekday
PM
Volume
Weeke
nd
Volume
Female Sidewalk
Rider
Wrong
Way
No
Helmet Child
834
San
Fernando &
Brand
S Brand Blvd Cerritos & San
Fernando 10 6 14 3 4 0 11 0
813
San
Fernando &
Brand
S Brand Blvd San Fernando
& Vassar 13 11 12 2 8 3 14 1
835
San
Fernando &
Brand
San
Fernando Rd
Brand &
Glendale 6 14 3 1 10 4 7 1
815
San
Fernando &
Central
San
Fernando Rd
Central & El
Bonito 6 13 4 0 9 6 13 2
816
San
Fernando &
Central
S Central Ave Laurel & San
Fernando 2 1 3 0 3 2 3 0
833
San
Fernando &
Cerritos
San
Fernando Rd
El Bonito &
Cerritos 8 12 2 4 11 0 13 2
814
San
Fernando &
Cerritos
W Cerritos
Ave
San Fernando
& Gardena 6 1 0 1 0 0 4 0
741
San
Fernando &
Los Feliz
W Los Feliz
Rd
San Fernando
& Central 16 10 13 6 11 8 9 2
717
San
Fernando &
Los Feliz
San
Fernando Rd
Los Feliz &
Central 5 7 3 2 5 1 9 0
739 Verdugo &
Harvard
Verdugo
Road
Harvard &
Orange Grove 3 3 8 1 10 7 12 2
58 of 724

19 Screen
-line
Nearest
Intersection On Street Between
Weekday
AM
Volume
Weekday
PM
Volume
Weeke
nd
Volume
Female Sidewalk
Rider
Wrong
Way
No
Helmet Child
738 Verdugo &
Harvard Harvard Chevy Chase
& Verdugo 1 0 2 2 3 0 3 1
711 Verdugo &
Mountain
E Mountain
St
Ethel &
Verdugo 8 0 38 5 3 0 4 3
732 Verdugo &
Mountain
N Verdugo
Rd
Mountains &
Cll Vaquero 5 6 31 2 5 1 11 1
817 Verdugo &
Sherer
N Verdugo
Rd
Crestmont &
Sherer 0 3 12 2 0 0 0 0
778 Verdugo/Ca
nada/Towne Canada Towne &
Verdugo 8 4 40 0 2 2 1 1
722 Verdugo/Ca
nada/Towne
N Verdugo
Rd
Campus &
Towne 1 2 5 0 1 0 1 0

59 of 724

20 Figure 2: Pedestrian Count Locations and Volumes

60 of 724

21 Scree
n-line
Nearest
Intersection On Street Between
Weekday
AM
Volume
Weekday
PM
Volume
Weekend
Volume
Total
Volum
e
Wheelchair
User1
Skateboard /
Scooter /
Skates
Child
2 767 Brand &
Broadway
Brand Wilson &
Broadway
442 1,205 877 2,524 6 26 45
774 Brand &
Broadway
Broadway Brand &
Maryland
185 658 392 1,235 7 5 34
768 Brand &
Chevy Chase
Brand Acacia &
Chevy
Chase
119 136 145 400 0 6 18
790 Brand &
Chevy Chase
Chevy Chase Brand &
Glendale
70 85 69 224 1 6 24
769 Brand &
Harvard
Brand Broadway
& Harvard
292 1,413 1,325 3,030 6 20 62
773 Brand &
Harvard
Brand Harvard &
Caruso
239 1,768 1,175 3,182 7 7 151
788 Brand &
Harvard
Harvard Brand &
Maryland
64 484 370 918 7 4 44
822 Broadway &
Chevy Chase
S Chevy
Chase Dr
Broadway
& Carlton
103 81 68 252 1 4 35
811 Broadway &
Chevy Chase
E Broadway Chevy
Chase &
Olive
162 68 62 292 0 2 108
775 Broadway &
Maynard
Broadway Sinclair &
Maynard
73 46 28 147 0 1 36

61 of 724

22 Scree
n-line
Nearest
Intersection On Street Between
Weekday
AM
Volume
Weekday
PM
Volume
Weekend
Volume
Total
Volum
e
Wheelchair
User1
Skateboard /
Scooter /
Skates
Child
2 827 California &
Columbus
W California
Ave
Columbus
& Central
59 88 65 212 4 1 15
805 California &
Columbus
N Columbus
Ave
California &
Salem
108 92 63 263 12 1 33
830 California &
Orange
W California
Ave
Orange &
Brand
173 496 401 1,070 2 2 43
806 California &
Orange
N Orange St Lexington
& California
51 157 185 393 0 3 9
700 Central &
Americana
Way
Americana
Way
Central &
Brand
182 2,237 2,090 4,509 9 2 170
779 Central &
Americana
Way
Central Broadway
&
Americana
Way
148 532 689 1,369 1 2 49
789 Central &
Stocker
Central Stocker &
Dryden
103 214 168 485 9 5 9
796 Central &
Stocker
Stocker Central &
Brand
47 105 99 251 1 4 13
808 Central &
Wilson
S Central Ave Wilson &
Broadway
118 240 160 518 4 5 54
829 Central &
Wilson
W Wilson
Ave
Orange &
Brand
9 37 97 143 1 0 5
794 Colorado &
Lincoln
Colorado Campus &
Lincoln
51 58 92 201 0 6 28
716 Columbus &
Riverdale
Riverdale Pacific &
Columbus
87 66 70 223 0 0 35
62 of 724

23 Scree
n-line
Nearest
Intersection On Street Between
Weekday
AM
Volume
Weekday
PM
Volume
Weekend
Volume
Total
Volum
e
Wheelchair
User1
Skateboard /
Scooter /
Skates
Child
2 795 Columbus &
Riverdale
Columbus Riverdale &
Maple
68 48 50 166 4 1 16
809 Columbus &
Wilson
N Columbus
Ave
Wilson &
Broadway
94 115 88 297 2 0 36
828 Columbus &
Wilson
W Wilson
Ave
Central &
Orange
68 95 61 224 5 3 38
761 Concord &
Doran
Concord Fairmont &
Doran
20 14 11 45 1 0 2
770 Concord &
Doran
Doran State &
Concord
21 13 9 43 1 0 0
714 Concord &
Glenwood
(HS)
Glenwood Concord &
School
495 67 42 604 0 4 446
713 Concord &
Glenwood
(HS)
Concord Glenwood
& Stocker
591 63 31 685 0 4 500
825 Doran &
Columbus
W Doran St Pacific &
Columbus
145 122 148 415 2 3 36
803 Doran &
Columbus
N Columbus
Ave
Doran &
Doran
149 128 107 384 3 0 26
771 Fairmont &
Flower
Fairmont Flower &
Air Way
18 1 3 22 0 0 0
772 Flower &
Sonora
Flower Sonora &
Davis
90 14 13 117 0 4 14
718 Flower &
Sonora
Sonora Ave Lake &
Flower
56 15 10 81 0 4 16
63 of 724

24 Scree
n-line
Nearest
Intersection On Street Between
Weekday
AM
Volume
Weekday
PM
Volume
Weekend
Volume
Total
Volum
e
Wheelchair
User1
Skateboard /
Scooter /
Skates
Child
2 818 Foothill &
Dunsmore
Foothill Dunsmore
& Willalee
19 19 44 82 0 0 4
799 Foothill &
New York
Foothill New York
& Maryland
14 30 647 691 0 0 40
819 Foothill &
New York
New York Thelma &
Foothill
18 3 9 30 0 0 2
797 Foothill &
Pennsylvania
Foothill Blvd. Maryland &
Pennsylvan
ia
37 30 33 100 0 0 4
781 Glendale &
Maple
Glendale Chestnut &
Maple
129 105 99 333 3 3 44
710 Glendale &
Maple
Maple Louise &
Glendale
50 54 61 165 0 0 13
810 Glendale &
Monterey
N Glendale
Ave
Monterey &
Ventura
Fwy On
Ramp
67 28 36 131 5 2 14
821 Glendale &
Monterey
Monterey Rd Glendale &
Adams
43 10 13 66 0 2 15
745 Glendale &
Wilson
E Wilson Ave Isabel &
Glendale
89 118 177 384 3 1 26
782 Glendale &
Wilson
Glendale Wilson &
California
136 195 157 488 7 7 15
783 Glendale
Riverwalk
Bicycle Path
Glendale
Narrows
Riverwalk
Riverside &
Golden
State Fwy
32 1 39 72 0 3 11
64 of 724

25 Scree
n-line
Nearest
Intersection On Street Between
Weekday
AM
Volume
Weekday
PM
Volume
Weekend
Volume
Total
Volum
e
Wheelchair
User1
Skateboard /
Scooter /
Skates
Child
2 791 Glenoaks &
Chevy Chase
Chevy Chase Glenoaks &
Glenmore
45 47 44 136 0 2 5
784 Glenoaks &
Chevy Chase
Glenoaks Lynglen &
Chevy
Chase
28 11 15 54 0 1 2
786 Glenoaks &
Grandview
Glenoaks Willard &
Grandview
37 48 45 130 0 2 2
787 Glenoaks &
Grandview
Grandview Glenwood
& Glenoaks
13 18 26 57 0 0 4
801 Glenoaks &
Justin
Glenoaks
Blvd
Justin &
Ruberta
140 118 162 420 0 5 42
823 Glenoaks &
Justin
Justin Ave Glenoaks &
5th
291 77 32 400 2 1 107
742 Glenoaks &
Louise
N Louise St Glenoaks &
Monterey
43 48 36 127 0 0 1
785 Glenoaks &
Louise
Glenoaks Brand &
Louise
57 69 35 161 2 1 2
824 Grandview &
Flower
Grandview
Ave
Grand
Central &
Flower
55 56 9 120 1 2 26
802 Grandview &
Flower
Flower St Circle 7 &
Grandview
53 37 2 92 0 4 18
737 Honolulu &
La Crescenta
La Crescenta
Ave
Honolulu &
Sycamore
31 15 12 58 0 0 3
792 Honolulu &
La Crescenta
Honolulu La
Crescenta
& Pleasure
64 46 0 110 0 0 34
65 of 724

26 Scree
n-line
Nearest
Intersection On Street Between
Weekday
AM
Volume
Weekday
PM
Volume
Weekend
Volume
Total
Volum
e
Wheelchair
User1
Skateboard /
Scooter /
Skates
Child
2 734 Honolulu &
Ocean View
Honolulu Ave Wickham &
Ocean
View
119 400 517 1,036 3 9 91
712 Honolulu &
Ocean View
Ocean View
Blvd
Honolulu &
Broadview
195 190 317 702 0 0 72
800 Honolulu &
Sunset
Honolulu Rosemont
& Sunset
240 0 140 380 2 1 7
820 Honolulu &
Sunset
Sunset Ave Hermosa &
Honolulu
36 14 49 99 0 0 21
724 Honolulu &
Verdugo
N Verdugo
Rd
Honolulu &
Broadway
61 66 64 191 0 0 12
720 Honolulu &
Verdugo
Verdugo Blvd Montrose&
Clifton
14 21 37 72 0 0 0
777 Jackson &
California
California Kenwood &
Jackson
92 134 107 333 1 2 24
736 Kenneth &
Sonora
W Kenneth
Rd
Sonora &
Grandview
93 108 255 456 1 0 68
719 Kenneth &
Sonora
Sonora Ave Glenwood
& Kenneth
26 35 93 154 0 0 2
826 Lexington &
Columbus
W Lexington
St
Columbus
& Central
81 33 52 166 1 1 15
804 Lexington &
Columbus
N Columbus
Ave
Lexington
& Myrtle
184 62 50 296 5 0 49
743 Louise &
Wilson
N Louise St Wilson &
Broadway
57 138 117 312 3 1 31
66 of 724

27 Scree
n-line
Nearest
Intersection On Street Between
Weekday
AM
Volume
Weekday
PM
Volume
Weekend
Volume
Total
Volum
e
Wheelchair
User1
Skateboard /
Scooter /
Skates
Child
2 733 Louise &
Wilson
E Wilson Ave Louis &
Kenwood
56 154 110 320 1 2 33
793 Maple &
Chevy Chase
Chevy Chase Maple &
Raleigh
127 44 58 229 1 0 28
744 Maple &
Chevy Chase
E Maple St Adams &
Chevy
Chase
56 29 37 122 4 0 18
831 Orange &
Wilson
W Wilson
Ave
Orange &
Brand
108 308 254 670 0 5 22
807 Orange &
Wilson
N Orange St Wilson &
Broadway
101 105 67 273 2 1 15
812 Riverdale &
Pacific
S Pacific Ave Vine &
Riverdale
46 128 81 255 0 0 31
832 Riverdale &
Pacific
Riverdale Dr San
Fernando
& Pacific
229 126 71 426 0 2 124
834 San
Fernando &
Brand
S Brand Blvd Cerritos &
San
Fernando
67 67 81 215 0 0 12
813 San
Fernando &
Brand
S Brand Blvd San
Fernando
& Vassar
128 139 79 346 3 3 28
835 San
Fernando &
Brand
San
Fernando Rd
Brand &
Glendale
100 83 75 258 1 4 15
67 of 724

28 Scree
n-line
Nearest
Intersection On Street Between
Weekday
AM
Volume
Weekday
PM
Volume
Weekend
Volume
Total
Volum
e
Wheelchair
User1
Skateboard /
Scooter /
Skates
Child
2 815 San
Fernando &
Central
San
Fernando Rd
Central &
El Bonito
109 55 42 206 4 2 21
816 San
Fernando &
Central
S Central Ave Laurel &
San
Fernando
70 32 39 141 1 1 9
833 San
Fernando &
Cerritos
San
Fernando Rd
El Bonito &
Cerritos
70 55 31 156 3 0 23
814 San
Fernando &
Cerritos
W Cerritos
Ave
San
Fernando
& Gardena
43 21 10 74 1 1 3
741 San
Fernando &
Los Feliz
W Los Feliz
Rd
San
Fernando
& Central
163 216 189 568 8 1 29
717 San
Fernando &
Los Feliz
San
Fernando Rd
Los Feliz &
Central
155 174 124 453 7 2 7
739 Verdugo &
Harvard
Verdugo
Road
Harvard &
Orange
Grove
203 143 72 418 1 6 142
738 Verdugo &
Harvard
Harvard Chevy
Chase &
Verdugo
168 122 52 342 2 0 143
732 Verdugo &
Mountain
N Verdugo
Rd
Mountains
& Cll
Vaquero
57 33 28 118 0 3 22
68 of 724

29 Scree
n-line
Nearest
Intersection On Street Between
Weekday
AM
Volume
Weekday
PM
Volume
Weekend
Volume
Total
Volum
e
Wheelchair
User1
Skateboard /
Scooter /
Skates
Child
2 711 Verdugo &
Mountain
E Mountain
St
Ethel &
Verdugo
40 6 17 63 0 0 17
817 Verdugo &
Sherer
N Verdugo
Rd
Crestmont
& Sherer
310 22 31 363 0 0 167
722 Verdugo/Can
ada/Towne
N Verdugo
Rd
Campus &
Towne
53 59 27 139 0 0 22
778 Verdugo/Can
ada/Towne
Canada Towne &
Verdugo
47 35 7 89 0 0 30

69 of 724

70 of 724

71 of 724

CITY OF GLENDALE, CALIFORNIA

REPORT TO THE CITY COUNCIL

AGENDA ITEM
Report: Solid Waste Collection Rates Update

1. Motion to note and file this report on the Solid Waste Collection Rates Update

COUNCIL ACTION
Item Type: Consent
Approved for June 25, 2024 calendar

EXECUTIVE SUMMARY
On January 31, 2023, the City Council passed a motion to restructure the rates for the solid waste collection system. At the time the City Council requested annual updates on the implementation of the new approved rate structure.

MSW Consultants developed the original Cost of Services Analysis (COSA) that was the basis for the 5-Year refuse rate adjustment plan approved by the City Council. MSW Consultants analyzed actual revenue and expenditures for FY 2023-24 to evaluate how they measured against the COSA projections and projected the future solvency of the fund.

MSW Consultants determined that actual expenditures are approximately 11.3% below and revenue is 0.5% below projections. With imminent significant costs projected, proceeding with the next July 1, 2024, adjustment is recommended by MSW Consultant per their memorandum to the City of Glendale dated June 17, 2024, and attached as Exhibit 1.

RECOMMENDATION
That the City Council approve note and file this report on the Solid Waste Collections Rate Update.
72 of 724

24f
5 2
9 2

ANALYSIS
The City Council approved 5-years of rate adjustments, with the first having been applied on July 1, 2023, at various percentages dependent upon cart size, The remaining increases are scheduled to be applied on July 1st of years 2024, 2025, 2026 and 2027 at an increase rate of 45%, 25%, 10%, 10%, for all /any cart size, respectively.

The revenue from the rate increases do not exceed the funds required to provide the residential solid waste customers with solid waste collection service, (California Constitution, Article XIIID, Section 6(b)(1)), the revenue derived from the residential solid waste collection rates are not being used for any other purpose than that for which they are imposed (California Constitution, Article XIIID, Section 6(b)(2)), and the rates imposed do not exceed the proportionate cost of the services attributable to that parcel. (California Constitution, Article XIIID, Section 6(b)(3)).

Based on the MSW Consultant’s analysis of actuals and revenue, for FY 2023-24 revenue is projected to fall 0.5% or $80,000 lower than what was projected in the 2023 COSA.

This shortfall is the result of lower than anticipated revenue from residential refuse fees from delayed posting of payments under the new rates as well as a delay in payment of the host fee reimbursement from the County of Los Angeles. This was partially offset by higher than anticipated franchise fee revenue.

MSW Consultants projected expenditures to fall 11.4% or $3,222,000 lower than what was projected in the 2023 COSA. This shortfall means projected year-end expenditures will be approximately $25,141,438 instead of $28,365,098, due largely to lower than expected contractual services and salaries costs.

Contractual Services were lower than anticipated due to lower than projected disposal cost actuals for various materials such as refuse, organics, recyclables, and batteries.

Industrywide, tonnage produced from new organics programs specifically, has proven lower than anticipated and additional outreach is needed to boost overall participation in these new programs. Other factors include several high-cost programs such as the franchise hauler performance review, that were delayed until FY 2024-25 and implanted programs, such as the recycling app, that ultimately cost less than projected. In addition, salary costs were lower than anticipated due to vacancies.

Despite these variances from the COSA projection, the fund balance trend remains similar to the original COSA. Additionally, an annual budget deficit for FY 2024-25 of $7,520,000 is projected. Therefore, the consultant recommendation is for the City of Glendale to continue with the adjustment scheduled for July 1, 2024.

STAKEHOLDERS/OUTREACH
In conjunction with the original COSA and rate adjustments, extensive notification was provided to all residential refuse customers as required by state law.

FISCAL IMPACT
73 of 724

34f
5 2
9 2
There is no fiscal impact associated with this report.

ENVIRONMENTAL REVIEW (CEQA/NEPA)
This item is not subject to the California Environmental Quality Act (“CEQA”) and, therefore, an environmental review is not required pursuant to Section 21080(b)(8) of the California Public Resources Code and Sections 15272(a) and 15061(b)(3) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3 because CEQA does not apply to the establishment, modification, restructuring, or approval of rates and other charges by public agencies for purposes such as those set forth herein.

CAMPAIGN DISCLOSURE
This item is exempt from campaign disclosure requirements.

ALTERNATIVES TO STAFF RECOMMENDATION
Alternative 1: Do not approve a motion to note and file this report and provide direction to staff regarding residential refuse rates.

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

ADMINISTRATIVE ACTION
Submitted by:

Daniel Hernandez, Interim Director of Public Works
Prepared by:

Orlando Urquidez Jr., Senior Public Works Management Analyst Approved by:

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

EXHIBITS/ATTACHMENTS

1. 2024 Memo from MSW Consultants on Glendale COSA Update

2. 2023 Glendale Cost of Services Study

3. Rate Adjustment Table
74 of 724

4f
MOTION
Moved by Council Member _____________________________________, seconded by Council Member _____________________________________, that the Council of the City of Glendale hereby notes and files the Solid Waste Collection Rates Update as outlined in the Report to Council dated June 25, 2024.

Vote as Follows:

Ayes:

Noes:

Absent:

Abstain:
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Solid Waste Consultants
To Local Government
41760 Ivy St., Suite #203
Murrieta California 92562
951.694.4001
www.msw-consultants.com 1 of 5
Memorandum
Date: June 18, 2024
To: Shea Eccleston - City of Glendale
From: David Davis - MSW Consultants
Subject: 2024 Mid-year review of 2023 Solid Waste Cost of Service Study Executive Summary
We compared the revenue and expense amounts for fiscal 2024 projected in the 2023 Cost of Service Analysis (COSA) with updated mid -year revenues and expenses for fiscal 2024.

Based on our review, we found that revenues for fiscal 2024 are expected to be approximately $683,000 lower than the amount projected . However, expenditures in fiscal 2024 are expected to be approximately $3,222,000 lower than the amount projected. As a result, the shortfall in fiscal 2024 is expected to be approximately $ 7,520,000 instead of $10,824,000.

The cash balance in fiscal 2024 was originally projected to be $5,753,000. However, due to the more favorable shortfall, the cash balance is expected to be $9,057,000.

Findings - Revenue
Revenues in fiscal 2024 are projected to be less than projected by approximately $80,000, or

0.5%, primarily due to:
• Residential refuse fees being lower than expected due to month of July being billed at the previous rates. The City bills in arrears.
• Franchise fees being higher than expected due to greater gross re ceipts from private haulers.

Exhibit 1
76 of 724

Solid Waste Consultants
To Local Government

41760 Ivy St., Suite #203
Murrieta California 92562
951.694.4001
www.msw-consultants.com 2 of 5
• Other revenues being lower tha n expected due to a delay in the receipt of a host fee reimbursement from the County of Los Angeles
A variance analysis of revenue for fiscal 2024 is shown below in Table 1.

Table 1 – Variance Analysis – Revenue

Recyclables state grant $50,000 $3,000 ($47,000) -94.0% State grants 0 30,000 30,000 NA
Merchant fee charges 0 (1,371) (1,371) NA
Commercial refuse fees 0 113,522 113,522 NA
Residential refuse fees 12,518,625 11,928,481 (590,144) -4.7% Commercial bin srv multi units 0 337,125 337,125 NA
Commercial bin srv business NA
Refuse bin drop off fees 0 30,116 30,116 NA
Sale of recyclables 0 72,000 72,000 NA
AB 939 fees 3,800,000 4,665,674 865,674 22.8%
Private hauler permit fees 44,000 2,776 (41,224) -93.7% Miscellaneous revenue 3,000 8,348 5,348 178.3%
Interest income 230,113 367,478 137,365 59.7%
Sales of property 15,000 63,818 48,818 325.5%
Host Fee Reimbursement 880,000 0 (880,000) -100.0%
Total $17,540,738 $17,620,966 $80,227 0.5%
Revenue Category FY 23-24
Updated Difference Percent
Difference
FY 23-24
Originally
Projected
77 of 724

Solid Waste Consultants
To Local Government

41760 Ivy St., Suite #203
Murrieta California 92562
951.694.4001
www.msw-consultants.com 3 of 5
Findings - Expenditures
Expenditures are projected to be less than projected by approximately $3,222,000 or 11.4%, primarily due to:

• Salaries being approximately $570,00 less than projected , and overtime being approximately $689,000 greater than projected, due to vacancies.

Contract services being approximately $3,933,000 less than projected. Contract services are projected to be less than projected due to:
• Processing costs for organic waste b eing approximately $1.1 million less tha n projected due to lower volumes and less participation in organics recycling than expected.
• Disposal costs being approximately $1.4 million less than projected due to lower than expected disposal volumes.
• Universal waste recycling costs being approximately $142,000 less than projected due to lower volumes of batteries and other electronic waste. • Legislative tracking databased and SB 1383 compliance audit costs bei ng approximately $133,000 less than projected due to cost being lower than estimated. • Franchise hauler performance review costs being approximately $ 75,000 less than projected that was delayed until fiscal 2025.
• Regulatory site compliance costs being approximately $220,000 less than projected. • Zero waste plan update costs being approximately $150,000 less than projected due to the project being postponed until after the Scholl Canyon Landfill closes.

A variance analysis of expenditures is shown on the following pages in Table 2.

78 of 724

Solid Waste Consultants
To Local Government

41760 Ivy St., Suite #203
Murrieta California 92562
951.694.4001
www.msw-consultants.com 4 of 5
Table 2 – Variance Analysis – Expenditures

Salaries $4,459,188 $3,888,989 ($570,199) -12.8%
Additional pay persable 8,423 9,631 1,208 14.3%
Additional pay non-pers 70,509 79,492 8,983 12.7%
Overtime 100,000 788,792 688,792 688.8%
Hourly wages 172,123 102,544 (69,579) -40.4%
Vacation and compensatory time 139,580 120,735 (18,845) -13.5% Sick leave 31,814 28,170 (3,645) -11.5%
OPEB Funding Exp 27,407 24,147 (3,259) -11.9%
Other benefits 13,410 130,239 116,829 871.2%
Life insurance 6,633 6,149 (484) -7.3%
Disability insurance 18,801 16,745 (2,056) -10.9%
Vision insurance 11,698 10,616 (1,082) -9.2%
Medical insurance 952,657 712,778 (239,879) -25.2%
Dental insurance 26,605 24,783 (1,821) -6.8%
Unemployment insurance 2,268 2,438 170 7.5%
Workers compensation insurance 510,611 454,910 (55,701) -10.9% Medicare 71,263 66,993 (4,271) -6.0%
PERS retirement 1,775,030 1,629,489 (145,542) -8.2%
PERS cost sharing (106,447) (96,480) 9,966 -9.4%
Salary charges in (out) 0 140 140
Auto allowance (592) 5,255 5,847 -988.2%
Contractual services 10,035,298 6,101,915 (3,933,383) -39.2% Advertising 0 462 462
Janitorial services 0 3,306 3,306
Postage 4,700 7,294 2,594 55.2%
Travel 2,000 2,000 0 0.0%
Laundry and towel service 18,500 15,962 (2,538) -13.7%
Training 76,500 76,500 0 0.0%
Computer software 0 2,700 2,700
Regulatory 157,200 157,200 0 0.0%
Membership and dues 6,000 8,010 2,010 33.5%
FY 23-24
Originally
Projected
Expense Category Difference Percent
Difference
FY 23-24
Updated
79 of 724

Solid Waste Consultants
To Local Government

41760 Ivy St., Suite #203
Murrieta California 92562
951.694.4001
www.msw-consultants.com 5 of 5
Table 2 – Variance Analysis – Expenditures (continued)

Recommendation
Although the enterprise fund ’s expenses are significantly less than projected, many of these variances are related to expenses that have been delayed and will be incurred in the ne ar future. Therefore, we recommend that the City continue with the 45% rate adjustment.

Office Supplies 10,000 8,199
General supplies 330,000 59,387 (270,613) -82.0%
Printing and graphics 6,000 33,753 27,753 462.5%
Uncollectible accounts 60,000 100,480 40,480 67.5%
Miscellaneous 3,100 15,769 12,669 408.7%
Utilities 72,180 49,871 (22,309) -30.9%
Cost allocation charge 852,924 852,924 0 0.0%
Fleet equipment rental charge 3,604,050 3,604,049 (1) 0.0% ITD service charge 722,614 748,650 26,036 3.6%
Building maint service charge 80,316 80,316 0 0.0%
Liability Insurance 460,293 406,381 (53,912) -11.7%
GWP Municipal Billing 481,553 481,553 0 0.0%
Capital outlay 1,790,000 1,790,000 0 0.0%
Equipment 2,525,000 2,525,000 0 0.0%
Construction
Asset capitalization 0 0 0
Furniture and equipment 45150 10,000 0 (10,000) -100.0% Maintenance & Operation 43050 (474,490) 0 474,490 -100.0% PERS vacant positions 42705 6,406 0 (6,406) -100.0%
Repairs to equipment 44100 77,500 0 (77,500) -100.0%
Small tools 45300 1,000 0 (1,000) -100.0%
Projected Underexpenditures (845,727) 0 845,727 -100.0% Total $28,365,098 $25,141,438 ($3,221,859) -11.4%
Expense Category Percent
Difference
FY 23-24
Updated Difference
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SOLID WASTE COST OF SERVICE STUDY
APRIL 13, 2023

PREPARED BY

SOLID WASTE CONSULTANTS

TO LOCAL GOVERNMENT
Exhibit 2
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PAGE INTENTIONALLY LEFT BLANK
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Solid Waste Rate Study
Table of Contents

1. Executive Summary 1

2. Approach and Limitations 6

2.1 Study Approach 6

2.2 Limitations 6

3. Financial Plan 7

3.1 Comparison of Projected Revenues with Revenue Requirement 7

3.2 Projected Operating Results if Rates are Not Adjusted 7

3.3 Projected Operating Results with Proposed Rate Adjustments 9

3.4 Projected Long-term Operating Results with Proposed Rate Adjustments 10

4. Rate Design 12

4.1 Revenue Requirement 12

4.2 Rate Design Method 12

4.3 Rate Design Calculations 13

4.4 Projected Rate Revenue based on Proposed Rate Adjustments 17

5. Percent of Customers Affected 21

Appendix A- Revenue and Expense Detail
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Table of Tables

Table 1 – Proposed Monthly Rates .................................................................................................... 4 Table 2 – Projected Operating Results – Without Rate Adjustments .............................................. 7 Table 3 – Projected Capital Expenditures .......................................................................................... 8 Table 4 – Analysis of Cash Without Rate Adjustments ..................................................................... 8 Table 5 – Projected Operating Results – With Rate Adjustments .................................................. 10 Table 6 – Analysis of Cash With Proposed Rate Adjustment ......................................................... 10 Table 7 – Projected Revenue Requirements ................................................................................... 12 Table 8 – Allocated Rate Revenue Target ........................................................................................ 13 Table 9 –Operating Cost Statistics ................................................................................................... 15 Table 10 – Direct Cost for Each Level of Service ............................................................................. 16 Table 11 – Indirect Cost and Sum of Total Cost for Each Level of Service ..................................... 17 Table 12 – Summary of Automated Cart Rate Revenue ................................................................. 18 Table 13 – Summary of Frontload Bin Rate Revenue ..................................................................... 19 Table 14 – Summary of Rate Revenue and Reconciliation to Revenue Requirement .................. 20 Table 15 – Percent of Customers Affected ...................................................................................... 21

Table of Charts

Chart 1 – Rate Comparison – Monthly Rate for Single-family Collection Service ........................... 5 Chart 2 – Projected Operating Results Without Rate Adjustments ................................................. 9 Chart 3 – Projected Operating Results With Rate Adjustments .................................................... 11

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1. EXECUTIVE SUMMARY
The City generates revenue to pay for its solid waste collection service costs through rates charged to its residential customers. The City separately records its revenues and expenses for its solid waste operations in the solid waste enterprise fund. The solid waste enterprise fund maintains a cash balance to fund its ongoing ope rations. The revenues of the solid waste enterprise fund are intended to fully cover the City’s current and future solid waste operating and capital costs, and maintain its cash balance. Although the City’s operating costs have increased due to inflation, and other significant factors, the City has not increased the solid waste rates it charges to its customers since 2010.

Significant Factors Driving Cost Increases
China Ban on Recyclables

At the beginning of 2018, China reduced the level of acceptable contamination in the recyclable material it received, and limited the type of recyclable materials it would accept. As a result, the worldwide market value of recyclables decreased significantly, reducing the revenue that solid waste service providers (including the City) previously used to offset their operating costs. This market disruption continues to create upward pressure on the City’s operating costs.

Commercial Franchising

The City re cently implemented significant changes to the solid waste collection services it provides in the City . In December 2021, the City implemented a franchise system for businesses, and for large multi -family complexes with five (5) or more units. Under the franchise system, four (4) private haulers now provide exclusive collection service in four (4) separate geographic areas of the City. The City is now only responsible to collect waste and recyclables from single -family customers, and from small multi -family customers with two (2) to four (4) dwelling units.

In previous years, rates for residential collection services have not been set at a rate to fully recover costs associated with those services. Furthermore, the rates for residential and multi-family customers with 2-4 units have not changed since 2010. The reduction in the City’s overall solid waste customer base brought about by franchising the business and large multi-family customer sectors has resulted in the City having fewer customers over which it is able to allocate its fixed costs. This has resulted in additional upward pressure on the cost per unit for the remaining residential customers.

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SB 1383

In addition to the significant change brought about by the franchising of the commercial waste sector, the City is in the midst of complying with the most sweeping changes to State solid waste regulations in the last thirty years. SB 1383 establishes statewide methane reduction targets, and is bringing about several fundamental changes to municipal solid waste management.

Under SB 1383, all local jurisdictions must arrange for the collection of organics, ensure that edible food is recovered, conduct education and outreach, purchase a certain amount of organic content products, se cure access to organic processing capacity, and conduct extensive monitoring, compliance and enforcement activities. As a result, solid waste rates throughout the State are increasing significantly.

Closure of Scholl Canyon Landfill

The Scholl Canyon Landfill is expected to permanently close around December 2025. After the landfill closes, the City’s trucks will be required to travel farther to empty their loads, and may be required to use a disposal facility with a higher tipping fee. As a result, the City expects it will be required to purchase two additional route vehicles, and incur additional operating costs to use a more distant landfill. These expected additional operating costs will create additional upward pressure on the City’s solid waste rates.

Industry Trends

Additionally, there are several current trends in the solid waste industry that are creating extraordinary cost increases. These trends include shortages of refuse truck drivers, supply chain delays in the purchase of trucks, and increased costs for raw materials such as steel used to manufacture trucks and containers.

Required Rate Adjustments
Operating Cash

As a result of the impact of these industry trends, the China Ban, the cost of complying with SB 1383, and the divestiture of its business and large multi-family operations, the revenue and cost structure of the City’s solid waste enterprise fund has changed significantly. To meet the current and future financial obligations of the solid waste enterprise fund, the City must increase the rates it charges to its single family and small multi-family residential customers. If the City does not increase current collection rates, and rates remain at their current levels, the cash balance in the enterprise fund will be completely depleted in fiscal 2024. 86 of 724

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Collection Rates

To fully fund the City’s solid waste operations over the next five years, the City’s collection rates must be increased on average by approximately 90% on July 1, 2023, followed by annual increases of 45% in July 2024, and 25% on July 2025. In July 2026 and 2027, collection rates will need to be increased by 10% each year.

In addition, the City’s rates, which have not increased since 2010, do not accurately reflect the City’s current cost of service. As a result, t he initial rate adjustment on July 1, 2023, will restructure the rate schedule to ensure that the rates more accurately reflect the City’s actual cost of service. As a result, not all customers will receive the same initial rate adjustment. For example, as shown in Table 1 on page 4, single-family residential customers with a 64-gallon container will initially receive a 146% increase. However, single-family customers with a 96- gallon container will initially receive a 76% increase. After the rates are restructured in July 2023, customer rates will be adjusted across the board by the same percent each year on July 1st. Table 1 on page 4 shows the current and proposed rates for customers with most common levels of service. The City is seeking approval of these rates for the next five years.

Although the City’s rates need to be significantly increased, the same trends that are creating upward pressure on the City’s rates are also impacting all other jurisdictions in California. Even after the City’s rates are adjusted, they are expected to be reasonable in relation to rates for similar solid waste collection service in other jurisdictions. A comparison of the City’s single- family rate to those in other jurisdictions is shown in Chart 1 on page 5.

Proposition 218

The City’s collection rates are subject to Article XIII D, Section 6 of the California Constitution (Proposition 218). When setting property-related user fees (such as solid waste collection rates), local jurisdictions must satisfy the following requirements:

• Revenues derived from the fee or charge must not exceed the funds required to provide the property-related service;
• Revenues derived from the fee or charge must not be used for any purpose other than that for which the fee is imposed;
• The amount of a fee or charge imposed upon any parcel or person as an incident of property ownership must not exceed the proportional cost of the service attributable to the parcel.

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The City is required to set a public ‘majority protest’ hearing, and provide all record owners of each identified parcel no less than 45 days prior notice of the proposed rates. Unless a majority of customers object to the proposed rates, the City Council may adopt the proposed rates at the public hearing upon a majority vote.

Table 1 – Proposed Monthly Rates

Description Current Rate
Proposed
Rate Effective
July 1, 2023
Proposed
Rate Effective
July 1, 2024
Proposed
Rate Effective
July 1, 2025
Proposed
Rate Effective
July 1, 2026
Proposed
Rate Effective
July 1, 2027
Automated Cart Service - Single Family
Monthly Rate Standard 64 gallon cart $11.72 $11.72 $28.78 $41.73 $52.16 $57.38 $63.12 Adjustment Amount $17.06 $12.95 $10.43 $5.22 $5.74
Adjustment Percent 146% 45% 25% 10% 10%
Monthly Rate - Standard 96 gallon cart $18.34 $18.34 $32.34 $46.90 $58.63 $64.49 $70.94 Adjustment Amount $14.00 $14.56 $11.73 $5.86 $6.45
Adjustment Percent 76% 45% 25% 10% 10%
Automated Cart Service - Multi-family 2-4 unts
Monthly Rate - Standard 64 gallon cart $14.82 $14.82 $28.78 $41.73 $52.16 $57.38 $63.12 Adjustment Amount $13.96 $12.95 $10.43 $5.22 $5.74
Adjustment Percent 94% 45% 25% 10% 10%
Monthly Rate - Standard 96 gallon cart $18.34 $18.34 $32.34 $46.90 $58.63 $64.49 $70.94 Adjustment Amount $14.00 $14.56 $11.73 $5.86 $6.45
Adjustment Percent 76% 45% 25% 10% 10%
Monthly Rate - Additional 64 gallon cart $11.72 $11.72 $28.78 $41.73 $52.16 $57.38 $63.12 Adjustment Amount $17.06 $12.95 $10.43 $5.22 $5.74
Adjustment Percent 146% 45% 25% 10% 10%
Front Loading Bin Service - MFR 2-4 units
Monthly Rate - One cubic yard bin 1/week $33.00 $33.00 $87.45 $126.80 $158.50 $174.35 $191.79 Adjustment Amount $54.45 $39.35 $31.70 $15.85 $17.44
Adjustment Percent 165% 45% 25% 10% 10%
Monthly Rate - Two cubic yard bin 1/week $45.35 $45.35 $109.95 $159.42 $199.28 $219.21 $241.13 Adjustment Amount $64.60 $49.47 $39.86 $19.93 $21.92
Adjustment Percent 142% 45% 25% 10% 10%
Monthly Rate - Three cubic yard bin 1/week $58.15 $58.15 $132.44 $192.04 $240.05 $264.06 $290.47 Adjustment Amount $74.29 $59.60 $48.01 $24.01 $26.41
Adjustment Percent 128% 45% 25% 10% 10%
Front Loading Bin Service - MFR 2-4 units - Additional Pickups Monthly Rate - One cubic yard bin 1/week $22.63 $22.63 $87.45 $126.80 $158.50 $174.35 $191.79 Adjustment Amount $64.82 $39.35 $31.70 $15.85 $17.44
Adjustment Percent 286% 45% 25% 10% 10%
Monthly Rate - Two cubic yard bin 1/week $22.63 $22.63 $109.95 $159.42 $199.28 $219.21 $241.13 Adjustment Amount $87.32 $49.47 $39.86 $19.93 $21.92
Adjustment Percent 386% 45% 25% 10% 10%
Monthly Rate - Three cubic yard bin 1/week $22.63 $22.63 $132.44 $192.04 $240.05 $264.06 $290.47 Adjustment Amount $109.81 $59.60 $48.01 $24.01 $26.41
Adjustment Percent 485% 45% 25% 10% 10%
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Chart 1 – Rate Comparison – Monthly Rate for Single-family Collection Service

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2. APPROACH AND LIMIT A TIONS

2.1 Study Approach

This cost of service study consists of a financial plan analysis, and a rate design analysis.

• Financial Plan Analysis – The ‘big picture.’ This analysis considers the total amount of current and projected operating and capital expenditures, available cash, any planned debt financing, and required debt service coverage requirements. The result of this analysis is the projected revenue requirement, which is matched with the projected rate revenues from the proposed rates. This ensures that the City will generate sufficient revenues to meet its financial obligations.

• Rate Design Analysis – This analysis identifies the cause -and-effect relationship between the activities undertaken and resources used to provide various levels of service. Rates are designed to reflect the cost of service and proportionality requirements of Proposition 218.

2.2 Limitations

The financial plan analysis is subject to certain limitations. The pro-forma projections in the financial plan are based on assumptions regarding future inflation, and planned capital expenditures, etc. There will usually be differences between projected and actual results, because events and circumstances frequently do not occur as expected, and those differences may be material. Moreover, these projections were prepared for the sole use of the City for the purpose of analyzing the City’s solid waste rates. They are not intended to be used for any other purpose.

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3. FINANCIAL PLAN

3.1 Comparison of Projected Revenues with Revenue Requirement

The financial plan for the solid waste enterprise fund compares the projected rate revenues with the projected revenue requirement (the enterprise fund’s projected operating expenses net of any use of cash balance). The enterprise fund’s projected operating results were projected over a five-year period under two scenarios. Section 3.2 below shows the projected operating results assuming that rates are not adjusted and remain at current levels. Section 3.3 further below shows the projected operating results assuming that rates are adjusted to generate revenue that will meet the enterprise fund’s financial obligations over a five-year period.

3.2 Projected Operating Results if Rates are Not Adjusted

Table 2 below shows the operating results for the solid waste enterprise fund if rates are not adjusted. Table 2 shows that the enterprise fund is currently experiencing an annual shortfall, which is expected to grow significantly over the next five years, if rates are not adjusted.

Table 2 – Projected Operating Results – Without Rate Adjustments

Table 3 on the following page shows a breakdown by asset type of the projected capital expenditures included in the projected operating results.

Description Actual
FY 2020
Actual
FY 2021
Pre-audited
Actual
FY 2022
Projected
FY 2023
Projected
FY 2024
Projected
FY 2025
Projected
FY 2026
Projected
FY 2027
Projected
FY 2028
Revenues:

Rate Revenue $17,397 $17,347 $11,404 $6,769 $6,589 $6,654 $6,721 $6,788 $6,855 Other Revenue 7,808 6,409 5,837 4,940 5,022 5,151 4,848 4,444 4,722 Total $25,204 $23,756 $17,241 $11,708 $11,611 $11,805 $11,569 $11,231 $11,577 Expenditures:

Labor $9,955 $8,649 $6,107 $9,147 $8,297 $8,437 $8,578 $8,723 $8,869 Vehicles 4,100 3,635 3,584 3,723 4,142 3,612 3,684 3,758 3,833 Disposal/Processing 4,729 6,577 5,138 7,168 7,168 8,724 9,231 9,416 9,604 Overhead 5,547 6,820 5,268 3,364 4,442 4,561 4,640 4,673 5,004 Total Operating Expenses $24,330 $25,681 $20,098 $23,403 $24,050 $25,333 $26,133 $26,570 $27,311 Operating Surplus/(Shortfall) 874 (1,925) (2,857) (11,694) (12,439) (13,528) (14,564) (15,339) (15,734) Capital Expenditures (111) 0 4,735 1,220 4,315 3,165 466 4,387 3,320 Total Expenditures $24,219 $25,681 $24,832 $24,623 $28,365 $28,498 $26,600 $30,957 $30,631 Total Surplus/(Shortfall) $985 ($1,925) ($7,591) ($12,914) ($16,754) ($16,693) ($15,031) ($19,725) ($19,054) (in 000s)
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Table 3 – Projected Capital Expenditures

Table 4 below analyzes the annual change in cash resulting from the projected annual shortfalls in the enterprise fund. Table 4 shows how the beginning cash balance is reduced by the annual shortfall. Table 4 shows that without adjusting its current rates, the enterprise fund is expected to deplete its cash balance sometime in fiscal 2024.

Table 4 – Analysis of Cash Without Rate Adjustments

Chart 2 on the following page shows how the annual operating results are projected to change the balance in the enterprise fund’s operating cash over the next five years if rates are not adjusted.

Description
Pre-audited
Actual
FY 2022
Projected
FY 2023
Projected
FY 2024
Projected
FY 2025
Projected
FY 2026
Projected
FY 2027
Projected
FY 2028
Sweepers $834 $911
Route Vehicles 1,655 830 1,790 640 434 3,476 3,198
Medium Duty Vehicles 50 40 32 123
Containers 1,546 350 2,525 2,525 0 0 0
Land Improvements 650 0 0 0 0 0 0
Total Capital Expenditures $4,735 $1,220 $4,315 $3,165 $466 $4,387 $3,320 (in 000s)
Description Actual
FY 2020
Actual
FY 2021
Pre-audited
Actual
FY 2022
Projected
FY 2023
Projected
FY 2024
Projected
FY 2025
Projected
FY 2026
Projected
FY 2027
Projected
FY 2028
Cash Reserve:

Beginning Cash $38,763 $35,621 $31,258 $26,199 $16,577 ($177) ($16,870) ($31,901) ($51,626) Operating Surplus/(Shortfall) 874 (1,925) (2,857) (11,694) (12,439) (13,528) (14,564) (15,339) (15,734) Capital Expenditures 111 0 (4,735) (1,220) (4,315) (3,165) (466) (4,387) (3,320) Other Changes to Cash (4,127) (2,438) 2,533 3,293 0 0 0 0 0 Ending Cash $35,621 $31,258 $26,199 $16,577 ($177) ($16,870) ($31,901) ($51,626) ($70,680) (in 000s)
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Chart 2 – Projected Operating Results Without Rate Adjustments

The red and blue bars in Chart 2 represent the relationship between operating expenses and current revenues, respectively. These show how the annual shortfall reduces the operating cash (green line) over time. Chart 2 graphically shows how, if rates are not adjusted, the cash balance in the solid waste enterprise fund will be completely depleted sometime during fiscal 2024.

3.3 Projected Operating Results with Proposed Rate Adjustments

Table 5 on the following page shows the operating results for the solid waste enterprise fund if rates are adjusted. (Table 5 is comparable to Table 2, which shows the projected operating results without the rate adjustments). The detailed amounts for the revenue and expenditures shown in Table 5 are shown in Appendix A. Table 5 shows that, if rates are adjusted, the enterprise fund will continue to generate significant shortfalls in fiscal 2024 and fiscal 2025, however, these shortfalls will be progressively less severe as rates continue to be adjusted each year. The enterprise fund is projected to generate a modest surplus in fiscal 2026, followed by a modest shortfall in fiscal 2027. The shortfall in fiscal 2027 is mainly due to an increase in capital expenditures in that year. In fiscal 2028, the enterprise fund is projected to generate a surplus of approximately $2.7 million.

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Table 5 – Projected Operating Results – With Rate Adjustments

Table 6 below analyzes the annual change in operating cash resulting from the projected annual shortfalls and surpluses in the enterprise fund assuming that rates are adjusted. Table 6 is comparable to the analysis of cash balances in Table 4, which shows the impact on cash balances if rates were not adjusted. Table 6 shows that, if rates are adjusted, the cash balance in the enterprise fund is expected to decrease significantly in fiscal years 2023, 2024 and 2025, and range between approximately $2 million to $4 million over the following fiscal years.

Table 6 – Analysis of Cash With Proposed Rate Adjustment

3.4 Projected Long-term Operating Results with Proposed Rate Adjustments

Chart 3 on the following page shows how the annual operating results are projected to change the balance in the enterprise fund’s operating cash over the next five years if rates are adjusted.

Description Actual
FY 2020
Actual
FY 2021
Pre-audited
Actual
FY 2022
Projected
FY 2023
Projected
FY 2024
Projected
FY 2025
Projected
FY 2026
Projected
FY 2027
Projected
FY 2028
Revenues:

Rate Revenue $17,397 $17,347 $11,404 $6,769 $12,519 $18,333 $23,145 $25,713 $28,567 Other Revenue 7,808 6,409 5,837 4,940 5,022 5,151 4,848 4,444 4,722 Total $25,204 $23,756 $17,241 $11,708 $17,541 $23,484 $27,994 $30,157 $33,289 Expenditures:

Labor $9,955 $8,649 $6,107 $9,147 $8,297 $8,437 $8,578 $8,723 $8,869 Vehicles 4,100 3,635 3,584 3,723 4,142 3,612 3,684 3,758 3,833 Disposal/Processing 4,729 6,577 5,138 7,168 7,168 8,724 9,231 9,416 9,604 Overhead 5,547 6,820 5,268 3,364 4,442 4,561 4,640 4,673 5,004 Total Operating Expenses $24,330 $25,681 $20,098 $23,403 $24,050 $25,333 $26,133 $26,570 $27,311 Operating Surplus/(Shortfall) 874 (1,925) (2,857) (11,694) (6,509) (1,849) 1,860 3,587 5,978 Capital Expenditures (111) 0 4,735 1,220 4,315 3,165 466 4,387 3,320 Total Expenditures $24,219 $25,681 $24,832 $24,623 $28,365 $28,498 $26,600 $30,957 $30,631 Total Surplus/(Shortfall) $985 ($1,925) ($7,591) ($12,914) ($10,824) ($5,014) $1,394 ($800) $2,658 (in 000s)
Description Actual
FY 2020
Actual
FY 2021
Pre-audited
Actual
FY 2022
Projected
FY 2023
Projected
FY 2024
Projected
FY 2025
Projected
FY 2026
Projected
FY 2027
Projected
FY 2028
Cash Reserve:

Beginning Cash $38,763 $35,621 $31,258 $26,199 $16,577 $5,753 $738 $2,132 $1,332 Operating Surplus/(Shortfall) 874 (1,925) (2,857) (11,694) (6,509) (1,849) 1,860 3,587 5,978 Capital Expenditures 111 0 (4,735) (1,220) (4,315) (3,165) (466) (4,387) (3,320) Other Changes to Cash (4,127) (2,438) 2,533 3,293 0 0 0 0 0 Ending Cash $35,621 $31,258 $26,199 $16,577 $5,753 $738 $2,132 $1,332 $3,990 (in 000s)
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(Chart 3 is comparable to Chart 2, which showed the projected operating results if rates are not adjusted). Chart 3 shows how, if rates are adjusted, the cash balance in the solid waste enterprise fund will decrease significantly but remain positive over the next five years. Chart 3 shows that, assuming rates are adjusted, the enterprise fund will be able to meet its current and future financial obligations.

Chart 3 – Projected Operating Results With Rate Adjustments

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4. RA TE DESIGN
In this analysis, cost-based collection rates were designed for each level of service to achieve the revenue requirement. Rates were designed by identifying the ‘cause-and-effect’ relationship between the activities or use of resources (cost drivers), and the resulting costs incurred. As a result, the individual customer rates reflect the cost of service and proportionality requirements of Proposition 218.

4.1 Revenue Requirement

The revenue requirement is the total rate revenue that the enterprise fund must generate to meet its annual financial obligations. These obligations include covering its operating and capital expenditures, and maintaining its cash balance. The revenue requirement is comprised of operating and maintenance costs, and rate-funded capital expenditures, net of any other or non- rate revenues. Non-rate revenues include items such as grants, interest income, and AB 939 Fees, etc. The revenue requirement is decreased in years when the City uses its cash balance to help fund its operations; the revenue requirement is increased in years when the City increases its cash balance. Table 7 below shows the enterprise fund’s projected revenue requirements over the next five years. The annual revenue requirements in Table 7 are derived using the total annual expenditures and other revenue in Table 5, and the annual change in cash in Table 6.

Table 7 – Projected Revenue Requirements

4.2 Rate Design Method

Cost-based collection rates were designed by identifying the cost types associated with each of these cost ‘drivers’:

• Route Operating Cost - the time it takes to travel from stop to stop in the service area.

This cost was allocated among customers based on the number of pickups. For example, a multi-family customer with three bin pickups per week is allocated three times as much of this cost as a customer with one pickup per week.

Description Actual
FY 2020
Actual
FY 2021
Pre-audited
Actual
FY 2022
Projected
FY 2023
Projected
FY 2024
Projected
FY 2025
Projected
FY 2026
Projected
FY 2027
Projected
FY 2028
Revenue Requirement
Total Expenditures $24,219 $25,681 $24,832 $24,623 $28,365 $28,498 $26,600 $30,957 $30,631 Total Surplus/(Shortfall) ($12,914) ($10,824) ($5,014) $1,394 ($800) $2,658 Other Revenue (5,022) (5,022) (5,151) (4,848) (4,444) (4,722) Total Rate Revenue Requirement $6,686 $12,519 $18,333 $23,145 $25,713 $28,567 (in 000s)
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• Disposal/Processing Tip Fee Cost – the cost of fees per ton incurred at disposal and processing sites. This cost was allocated among customers based on the amount of container capacity serviced per week. This is because the amount of container capacity serviced per week is a reasonable measure of the relative weight of waste collected and delivered to the landfill.

• Overhead – Indirect costs such as buildings, utilities, general and administrative costs were allocated proportionately based on the amount of direc t cost allocated to each level of service.

4.3 Rate Design Calculations

Table 8 below, and Table 9, Table 10, Table 11 on the following pages show the 10 steps used to calculate the proposed cost-based rates according to the rate design method.

Table 8 – Allocated Rate Revenue Target

Column A B
Description Projected
FY 2024
Percent of
Total
Expenditures
Total Expenditures:
1 Labor $8,297,388
2 Vehicles 8,456,843
3 Subtotal - Route Operating Cost 16,754,230 59.07%
4 Disposal/Processing 7,168,400 25.27%
5 Overhead 4,442,467 15.66%
6 Total Expenditures $28,365,098 100.00%
7 Total Expenditures $28,365,098
8 Deduct Other Income (5,022,113)
9 Total Surplus/(Shortfall) (10,824,359)
10 Total Annual Rate Revenue Requirement $12,518,625
Allocated Revenue Requirement:
11 Route Operating Cost $7,394,296 59.07%
12 Disposal/Processing 3,163,695 25.27%
13 Indirect 1,960,634 15.66%
14 Total Allocated Rate Revenue Requirement $12,518,625 100.00% Step 3 - Allocate Total Revenue Target to Cost Pools based on Percent of Total Expenditures
Row
Step 1 - Organize Total Cost into Cost Pools (Route Operating; Disposal/Processing; and Overhead)
Step 2 - Determine Total Annual Revenue Requirement
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Table 8 shows how the rate revenue requirement for the initial rates is calculated. The revenue requirement is the total amount of rate revenue needed for the enterprise fund to meet its financial obligations. For fiscal 2024, the revenue requirement is the $12,518,625 shown on Row 10 in Table 8.

Step 1 in Table 8 organizes the enterprise fund’s total expenditures for the base year (fiscal 2024) into three pools of cost: 1) Route Operating Cost, 2) Disposal/Processing Cost, and 3) Indirect Costs.

Step 2 in Table 8 shows the total amount of annual rate revenue that the initial rates are designed to generate. The total rate revenue requirement is equal to: 1) the enterprise fund’s total expenditures; less, 2) other income (non-rate revenues such as AB 939 Fees) ; less, 3) the projected shortfall (which is the amount of cash reserves used to fund the revenue requirement).

These amounts are shown on lines 7, 8, and 9 in Table 8. The total annual rate revenue requirement of $12,518,625 is shown on Row 10 and on Row 14 in Table 8.

Step 3 in Table 8 shows how the annual rate revenue target is allocated among the three cost pools based on their proportionate share of total expenditures. Table 8 also shows that Indirect Costs are 15.66% of total cost. This percentage will be used further below to assign indirect costs to the rates in Step 9 in Table 11.

Table 9 on the following page shows the operating cost statistics used to calculate the rates. Step 4 in Table 9 shows the calculation of the total number of gallons (on which Disposal/Processing Cost is assigned to the rates), and the total number of stops (on which Route Operating Cost is assigned to the rates). An equivalent stop factor was used to increase the weight of the stops for front loading bin service to reflect the fact that front loader routes take more time per stop than automated side loader routes.

Step 5 in Table 9 shows the calculation of the average Disposal/Processing Cost per Gallon, and the average Route Operating Cost per stop. The average Disposal/Processing Cost per Gallon is derived by dividing the Annual Disposal/Processing Cost Revenue Target (from line 12 of Table 8) by the total number of gallons per year. The average Route Operating Cost per stop is derived by dividing the Annual Route Operating Cost (from line 11 of Table 8) by the total number of stops per year.
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Table 9 –Operating Cost Statistics

Table 10 on the following page shows the calculation of the Disposal/Processing Cost, and the Route Operating Cost, for each level of service. Step 6 in Table 10 calculates the monthly Disposal/Processing Cost per unit for each level of service by multiplying the average Disposal/Processing Cost per gallon by the gallons per month.

Step 7 in Table 10 calculates the monthly Route Operating Cost per unit for each level of service by multiplying the average Route Operating Cost per Stop by the stops per month. Step 8 in Table 10 calculates the direct cost per unit by combining the Disposal/Processing Cost per unit and the Route Operating Cost per unit.

Column A B C D E F G
Description Gallons
per Unit
Number
of Units
Gallons per
Month
Gallons per
Year
Number
of Stops
per Month
Stop
Adjustment
Factor
Stops per
Year
Automated Cart Service - Single Family
1 Standard 64 gallon cart 64 5,333 1,479,019 17,748,224 23,110 1 277,316 2 Standard 96 gallon cart 96 18,691 7,775,456 93,305,472 80,994 1 971,932 Automated Cart Service - Multi-family 2-4 unts
3 Standard 64 gallon cart 64 8,594 2,383,403 28,600,832 37,241 1 446,888 4 Standard 96 gallon cart 96 266 110,656 1,327,872 1,153 1 13,832 5 Additional 64 gallon cart 64 194 53,803 645,632 841 1 10,088 Front Loading Bin Service - MFR 2-4 units
6 One cubic yard bin 1/week 202 56 49,019 588,224 243 3 8,736 7 Two cubic yard bin 1/week 404 123 215,332 2,583,984 533 3 19,188 8 Three cubic yard bin 1/week 606 24 63,024 756,288 104 3 3,744 Front Loading Bin Service - Additional Pickups
9 One cubic yard bin 1/week 202 6 5,252 63,024 26 3 936 10 Two cubic yard bin 1/week 404 6 10,504 126,048 26 3 936 11 Three cubic yard bin 1/week 606 7 18,382 220,584 30 3 1,092 12 Total 33,300 12,163,849 145,966,184 144,300 1,754,688 Step 5 - Use Allocated Revenue Requirement to Calculate Average Disposal Cost per Gallon; Average Route Operating Cost per Stop Average Disposal Cost per Gallon
13 Annual Disposal/Processing Revenue Requirement $3,163,695 (from Row 12 in Step 3)
14 Gallons per Year 145,966,184
15 Disposal/Processing Revenue Requirement per Gallon $0.0217 Average Route Operating Cost per Stop
16 Annual Route Operating Revenue Requirement $7,394,296 (from Row 11 in Step 3)
17 Stops per Year 1,754,688
18 Annual Route Operating Revenue Requirement per Stop $4.21 Step 4 - Calculate Total Number of Annual Gallons and Stops Row
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Table 10 – Direct Cost for Each Level of Service

Table 11 on the following page calculates the indirect cost per unit, and summarizes the cost per unit of all three types of cost to arrive at the cost-based rate for each level of service. Step 9 calculates the indirect cost per unit based on indirect cost as a proportionate share of total cost from Row 13 of Table 8. Step 10, the final step, combines the cost per unit of the Disposal/Processing Cost, Route Operating Cost, and the Indirect Cost to arrive at the cost per unit for each level of service. These cost per unit amounts are found in the proposed monthly rates in Table 1, and are used to recalculate the annual rate revenue in Table 12 and Table 13.

Column A B C D E F G H I
Description Gallons
per Unit
Gallons
per Month
per Unit
Cost per
Gallon
Disposal
Processing
Cost per
Month
Equivalent
Stops per
Unit
Stops per
Unit per
Month
Cost per
Stop
Route
Operating
Cost per
Month
Total Direct
Costs
Step 8 - Sum
of Disposal
and Route
Operating
Cost per
month
Automated Cart - Single Family
1 Standard 64 gallon cart 64 277 $0.0217 $6.01 1 4.33 $4.21 $18.26 $24.27 2 Standard 96 gallon cart 96 416 0.0217 9.02 1 4.33 4.21 18.26 27.28 Automated Cart - Multi-family 2-4 units
3 Standard 64 gallon cart 64 277 0.0217 6.01 1 4.33 4.21 18.26 24.27 4 Standard 96 gallon cart 96 416 0.0217 9.02 1 4.33 4.21 18.26 27.28 5 Additional 64 gallon cart 64 277 0.0217 6.01 1 4.33 4.21 18.26 24.27 Front Loading Bin - MFR 2-4 units
6 One cubic yard bin 1/week 202 875 0.0217 18.97 3 13.00 4.21 54.78 73.75 7 Two cubic yard bin 1/week 404 1,751 0.0217 37.94 3 13.00 4.21 54.78 92.73 8 Three cubic yard bin 1/week 606 2,626 0.0217 56.92 3 13.00 4.21 54.78 111.70 Front Loading Bin - Additional Pickups
9 One cubic yard bin 1/week 202 875 0.0217 18.97 3 13.00 4.21 54.78 73.75 10 Two cubic yard bin 1/week 404 1,751 0.0217 37.94 3 13.00 4.21 54.78 92.73 11 Three cubic yard bin 1/week 606 2,626 $0.0217 $56.92 3 13.00 $4.21 $54.78 $111.70 Row
Step 6 - Calculate Disposal/Processing cost per
month for each level of service
Step 7 - Calculate Route Operating Cost per
Month for each level of service
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Table 11 – Indirect Cost and Sum of Total Cost for Each Level of Service

4.4 Projected Rate Revenue based on Proposed Rate Adjustments

Table 12 on the following page, Table 13 on page 19, and Table 14 on page 20 show how the proposed rates, when extended by the number of customers at each level of service, meet the City’s annual projected revenue requirements in Table 7. Table 12 shows the recalculation of the revenue requirement for automated cart rates, Table 13 shows the recalculation of the revenue requirement for frontload bin rates, and Table 14 summarizes the total revenue requirement from each of these tables.

Table 12, Table 13, and Table 14 show that the rates implemented on July 1, 2023 will generate approximately $12,518,625 in annual revenue. This amount corresponds with the 2024 revenue requirement in Table 7. Table 14 shows the average increase in revenue in each year. In fiscal 2024, the proposed rates are projected to increase annual revenue an average of 90%. In each of the fiscal years after fiscal 2024, the average annual growth in revenue includes an additional 1% to reflect the volume growth in the number of customers.

A B C D E F G
Total Direct
Costs
Indirect
cost as
percent of
total cost
Indirect
Cost per
month
Disposal
Processing
Cost per
Month
Route
Operating
Cost per
Month
Indirect
Cost per
month
Total Cost
of Service
per month

24.27 15.66% $4.51 $6.01 $18.26 $4.51 $28.78

27.28 15.66% 5.07 9.02 18.26 5.07 32.34

24.27 15.66% 4.51 6.01 18.26 4.51 28.78

27.28 15.66% 5.07 9.02 18.26 5.07 32.34

24.27 15.66% 4.51 6.01 18.26 4.51 28.78

73.75 15.66% 13.70 18.97 54.78 13.70 87.45

92.73 15.66% 17.22 37.94 54.78 17.22 109.95
111.70 15.66% 20.74 56.92 54.78 20.74 132.44

73.75 15.66% 13.70 18.97 54.78 13.70 87.45

92.73 15.66% 17.22 37.94 54.78 17.22 109.95
111.70 15.66% $20.74 $56.92 $54.78 $20.74 $132.44
Step 9 - Calculate Indirect cost per
month for each level of service
Step 10 - Summarize Dispoal/Processing,
Route Operatng and Indirect Cost per month
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Table 12 – Summary of Automated Cart Rate Revenue

Proposed
Rates
Effective
July 1, 2023
Proposed
Rates
Effective
July 1, 2023
Proposed
Rates
Effective
July 1, 2024
Proposed
Rates
Effective
July 1, 2025
Proposed
Rates
Effective
July 1, 2026
FY 2022 FY 2023 FY 2024 FY 2025 FY 2026 FY 2027 FY 2028 Customer Count
Automated Cart Service - Single Family
Standard 64 gallon cart 5,333 5,333 5,333 5,386 5,440 5,494 5,549 Standard 96 gallon cart 18,691 18,691 18,691 18,878 19,067 19,258 19,451 Automated Cart Service - Multi-family 2-4 unts
Standard 64 gallon cart 8,594 8,594 8,594 8,680 8,767 8,855 8,944 Standard 96 gallon cart 266 266 266 268 270 272 274
Additional 64 gallon cart 194 194 194 196 198 200 202
Monthly Rates
Automated Cart Service - Single Family
Standard 64 gallon cart $11.72 $11.72 $28.78 $41.73 $52.16 $57.38 $63.12 Standard 96 gallon cart 18.34 18.34 32.34 46.90 58.63 64.49 70.94 Automated Cart Service - Multi-family 2-4 unts
Standard 64 gallon cart 14.82 14.82 28.78 41.73 52.16 57.38 63.12 Standard 96 gallon cart 18.34 18.34 32.34 46.90 58.63 64.49 70.94 Additional 64 gallon cart $11.72 $11.72 $28.78 $41.73 $52.16 $57.38 $63.12 Annual Rate Revenue
Automated Cart Service - Single Family
Standard 64 gallon cart $750,033 $750,033 $1,841,743 $2,697,093 $3,405,005 $3,782,949 $4,203,035 Standard 96 gallon cart 4,113,515 4,113,515 7,254,195 10,624,538 13,414,779 14,903,381 16,558,247 Automated Cart Service - Multi-family 2-4 unts
Standard 64 gallon cart 1,528,357 1,528,357 2,967,924 4,346,597 5,487,441 6,097,199 6,774,543 Standard 96 gallon cart 58,541 58,541 103,238 150,830 189,961 210,495 233,251 Additional 64 gallon cart 27,284 27,284 66,998 98,149 123,932 137,712 153,003 Total Annual Automated Cart Rate Revenue $6,477,731 $6,477,731 $12,234,098 $17,917,208 $22,621,117 $25,131,736 $27,922,079 Description
Current Rates
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Table 13 – Summary of Frontload Bin Rate Revenue

Proposed
Rates
Effective
July 1, 2023
Proposed
Rates
Effective
July 1, 2023
Proposed
Rates
Effective
July 1, 2024
Proposed
Rates
Effective
July 1, 2025
Proposed
Rates
Effective
July 1, 2026
FY 2022 FY 2023 FY 2024 FY 2025 FY 2026 FY 2027 FY 2028 Customer Count
Front Loading Bin Service - MFR 2-4 units
One cubic yard bin 1/week 56 56 56 57 58 59 60
Two cubic yard bin 1/week 123 123 123 124 125 126 127
Three cubic yard bin 1/week 24 24 24 24 24 24 24
Front Loading Bin Service - Additional Pickups
One cubic yard bin 1/week 6 6 6 6 6 6 6
Two cubic yard bin 1/week 6 6 6 6 6 6 6
Three cubic yard bin 1/week 7 7 7 7 7 7 7
Total Customers 222 222 222 224 226 228 230
Monthly Rates
Front Loading Bin Service - MFR 2-4 units
One cubic yard bin 1/week $33.00 $33.00 $87.45 $126.80 $158.50 $174.35 $191.79 Two cubic yard bin 1/week 45.35 45.35 109.95 159.42 199.28 219.21 241.13 Three cubic yard bin 1/week 58.15 58.15 132.44 192.04 240.05 264.06 290.47 Front Loading Bin Service - Additional Pickups
One cubic yard bin 1/week 22.63 22.63 87.45 126.80 158.50 174.35 191.79 Two cubic yard bin 1/week 22.63 22.63 109.95 159.42 199.28 219.21 241.13 Three cubic yard bin 1/week $22.63 $22.63 $132.44 $192.04 $240.05 $264.06 $290.47 Annual Rate Revenue
Front Loading Bin Service - MFR 2-4 units
One cubic yard bin 1/week 22,176 22,176 58,767 86,731 110,316 123,440 138,089 Two cubic yard bin 1/week 66,937 66,937 162,280 237,217 298,920 331,446 367,482 Three cubic yard bin 1/week 16,747 16,747 38,143 55,308 69,134 76,049 83,655 Front Loading Bin Service - Additional Pickups
One cubic yard bin 1/week 1,629 1,629 6,296 9,130 11,412 12,553 13,809 Two cubic yard bin 1/week 1,629 1,629 7,916 11,478 14,348 15,783 17,361 Three cubic yard bin 1/week $1,901 $1,901 $11,125 $16,131 $20,164 $22,181 $24,399 Total Annual Frontload Bin Rate Revenue $111,019 $111,019 $284,528 $415,995 $524,295 $581,452 $644,796 Description
Current Rates
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Table 14 – Summary of Rate Revenue and Reconciliation to Revenue Requirement

Description Projected
FY 2022
Projected
FY 2023
Projected
FY 2024
Projected
FY 2025
Projected
FY 2026
Projected
FY 2027
Projected
FY 2028
Annual Automated Cart Rate Revenue $6,477,731 $6,477,731 $12,234,098 $17,917,208 $22,621,117 $25,131,736 $27,922,079 Annual Frontload Bin Rate Revenue 111,019 111,019 284,528 415,995 524,295 581,452 644,796 Total Annual Rate Revenue $6,588,750 $6,588,750 $12,518,625 $18,333,203 $23,145,412 $25,713,188 $28,566,875 Average Percent Increase in Rate Revenue
(includes 1% for customer growth after FY 2023 90% 46% 26% 11% 11% Reconcile to Revenue Requirement:

Annual Rate Revenue Target $12,518,625 $18,333,203 $23,145,412 $25,713,188 $28,566,875 104 of 724

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5. PERCENT OF CUSTOMERS AFFECTED
Table 15 below shows the current rate, and the rate proposed to become effective July 1, 2023 along with the amount of the increase and percent change. The right-hand column shows the portion of total customers that will be affected by each percent change of rate adjustment.

Table 15 – Percent of Customers Affected

Description Current Rate
Proposed Rate
Effective July 1,
2023
Adjustment
Amount per
Month
Percent
Adjustment
Number of
Customers
Affected
Percent of Total
Customers
Affected
Automated Cart Service - Single Family
Standard 64 gallon cart $11.72 $28.78 $17.06 146% 5,333 16.0% Standard 96 gallon cart $18.34 $32.34 $14.00 76% 18,691 56.1% Automated Cart Service - Multi-family 2-4 unts
Standard 64 gallon cart $14.82 $28.78 $13.96 94% 8,594 25.8% Standard 96 gallon cart $18.34 $32.34 $14.00 76% 266 0.8% Additional 64 gallon cart $11.72 $28.78 $17.06 146% 194 0.6% Front Loading Bin Service - MFR 2-4 units
One cubic yard bin 1/week $33.00 $87.45 $54.45 165% 56 0.2% Two cubic yard bin 1/week $45.35 $109.95 $64.60 142% 123 0.4% Three cubic yard bin 1/week $58.15 $132.44 $74.29 128% 24 0.1% Front Loading Bin Service - Additional Pickups
One cubic yard bin 1/week $22.63 $87.45 $64.82 286% 6 0.0% Two cubic yard bin 1/week $22.63 $109.95 $87.32 386% 6 0.0% Three cubic yard bin 1/week $22.63 $132.44 $109.81 485% 7 0.0% Total 33,300 100.0%
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Appendix A – Revenue and Expenditure Detail
A-1

Actual Actual Pre-audited
Actual Projected Projected Projected Projected Projected Projected FY 19-20 FY 20-21 FY 21-22 FY 22-23 FY 23-24 FY 24-25 FY 25-26 FY 26-27 FY 27-28 Rate Revenue
Residential refuse fees $12,986,604 $12,989,259 $9,437,437 $6,588,750 $12,518,625 $18,333,141 $23,145,334 $25,713,102 $28,566,781 Commercial bin srv multi units 3,472,044 3,500,923 1,577,316 180,000 - - - - - Commercial bin srv business 902,808 831,148 358,048 - - - - - - Refuse bin drop off fees 35,430 25,273 31,278 - - - - - - Subtotal - Rate Revenue 17,396,886 17,346,603 11,404,079 6,768,750 12,518,625 18,333,141 23,145,334 25,713,102 28,566,781 Other Revenue
Disaster relief reimb federal - - - - - - - - - Recyclables state grant 108,024 (50,104) 5,053 - 50,000 50,000 50,000 50,000 50,000 State grants 88,214 100,623 389,357 - - - - - - Collectible jobs overhead - - - - - - - - - Merchant fee charges (5,805) (10,904) (8,396) (5,000) - - - - - Commercial refuse fees 2,787,201 2,772,163 1,215,336 - - - - - - Bin Rental Fee (324) - - - - - - - - Sale of recyclables 367,379 370,024 72,461 - - - - - - AB 939 fees 2,836,900 2,317,607 3,080,449 3,402,831 3,800,000 3,952,000 4,110,080 4,274,483 4,445,463 Private hauler permit fees 33,144 37,152 41,304 10,000 44,000 44,880 45,778 46,693 47,627 Vehicle charges - - - - - - - - - Equipment usage charges - - - - - - - - - Rebate revenue - - - - - - - - - Unclaimed money and property 11 338,456 603,549 - - - - - - Miscellaneous revenue 51,264 578,707 6,000 362,800 3,000 3,060 3,121 3,184 3,247 Misc. revenue - Host Fees - - - 800,000 880,000 1,056,000 538,560 - - Citywide collection revenue - - - - - - - - - Interest income 762,098 454,002 369,662 369,000 230,113 29,535 85,293 53,298 159,606 Interest GASB31 686,921 (514,303) (1,595,208) - - - - - - Sales of property 92,550 16,000 1,657,135 - 15,000 15,300 15,606 15,918 16,236 Subtotal - Other Revenue $7,807,577 $6,409,423 $5,836,702 $4,939,631 $5,022,113 $5,150,775 $4,848,438 $4,443,576 $4,722,179 Total Revenue $25,204,463 $23,756,026 $17,240,781 $11,708,381 $17,540,738 $23,483,916 $27,993,772 $30,156,678 $33,288,960 Expenses
Labor
Salaries 4,012,860 3,993,128 3,684,504 4,723,117 4,459,188 4,526,076 4,593,967 4,662,876 4,732,820 Unfilled positions
Additional pay persable 16,357 19,621 11,142 7,362 8,423 8,549 8,678 8,808 8,940 Additional pay non-pers 88,341 85,741 78,119 78,011 70,509 71,567 72,640 73,730 74,836 Overtime 1,119,485 1,063,669 1,067,264 586,470 100,000 100,000 100,000 100,000 100,000 Hourly wages 119,480 98,538 132,152 219,062 172,123 174,705 177,325 179,985 182,685 Vacation and compensatory time 105,052 46,247 42,105 89,005 139,580 141,674 143,799 145,956 148,145 Sick leave 50,425 30,751 20,512 33,722 31,814 32,291 32,776 33,267 33,766 OPEB Funding Exp 29,267 16,456 21,166 26,482 27,407 27,818 28,235 28,659 29,089 Other benefits 38,289 40,547 36,990 14,375 13,410 13,611 13,815 14,022 14,232 Life insurance 6,400 7,575 6,313 8,090 6,633 6,766 6,901 7,039 7,180 Disability insurance 17,025 16,970 14,992 19,516 18,801 19,177 19,560 19,952 20,351 Vision insurance 14,376 14,135 11,710 13,111 11,698 11,932 12,170 12,414 12,662 Medical insurance 594,000 627,269 639,145 955,912 952,657 971,710 991,145 1,010,967 1,031,187 Dental insurance 31,465 30,682 26,388 29,368 26,605 27,137 27,679 28,233 28,798 Unemployment insurance 1,605 2,620 9,891 11,242 2,268 2,314 2,360 2,407 2,455 Workers compensation insurance 747,543 616,594 410,349 417,249 510,611 520,823 531,240 541,865 552,702 Medicare 71,946 70,123 67,392 76,422 71,263 72,689 74,142 75,625 77,138 Social security and PARS 3 18 - - - - - - - PERS retirement 1,442,152 1,553,697 1,585,685 1,979,881 1,775,030 1,810,531 1,846,742 1,883,676 1,921,350 PERS cost sharing (172,693) (171,430) (140,571) (148,533) (106,447) (108,576) (110,747) (112,962) (115,221) PERS funding reversal (1,251,351) (1,372,518) (1,731,653) - - - - - - PERS GASB 68 expense 2,628,901 1,614,173 (198,168) - - - - - - PERS vacant positions 238,572 239,369 305,846 - 6,406 6,535 6,665 6,799 6,934 Auto allowance 5,113 5,418 5,957 6,791 (592) (604) (616) (628) (640) Subtotal - Labor 9,954,613$ 8,649,393$ 6,107,230$ 9,146,655$ 8,297,387$ 8,436,725$ 8,578,476$ 8,722,690$ 8,869,409$ Description
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Appendix A – Revenue and Expenditure Detail
A-2

Actual Actual Pre-audited
Actual Projected Projected Projected Projected Projected Projected FY 19-20 FY 20-21 FY 21-22 FY 22-23 FY 23-24 FY 24-25 FY 25-26 FY 26-27 FY 27-28 Vehicles
Repairs to equipment 58,339 113,157 440 77,500 77,500 79,050 80,631 82,244 83,888 Vehicle maintenance - - - - - - - - - Fuel natural gas - - - - - - - - - Fuel gasoline - - - - - - - - - Fuel diesel - - - - - - - - - Fleet equipment rental 3,814,650 3,337,149 3,337,149 3,337,148 3,604,050 3,063,443 3,124,711 3,187,206 3,250,950 Liability Insurance 226,749 184,767 246,751 308,821 460,293 469,498 478,888 488,466 498,235 Subtotal - Vehicles 4,099,738$ 3,635,073$ 3,584,340$ 3,723,469$ 4,141,843$ 3,611,991$ 3,684,230$ 3,757,916$ 3,833,073$ Disposal/Processing
Disposal/Processing 4,729,014 6,576,683 5,137,696 7,168,400 7,168,400 8,723,761 9,231,239 9,415,863 9,604,180 Landfill Sinking fund - - - - - - - - - Subtotal - Disposal/Processing 4,729,014$ 6,576,683$ 5,137,696$ 7,168,400$ 7,168,400$ 8,723,761$ 9,231,239$ 9,415,863$ 9,604,180$ Overhead
Repairs to buildings and grounds - - 15,443 - - - - - - Contract Services:

Billing Services 16,821 50,848 12,443 20,000 - 15,000 15,000 15,000 15,000 Landfill Maintenance 158,306 172,842 169,710 375,000 375,000 400,000 400,000 400,000 400,000 Outreach 144,233 556,062 135,797 394,491 602,000 614,000 626,000 639,000 652,000 Recycling Center Operations 55,804 33,829 17,358 185,000 385,000 185,000 205,000 215,000 230,000 Regulatory Compliance 113,690 246,481 203,620 556,548 556,548 572,500 572,500 597,500 612,500 Right--of-Way Cleaning 221,829 302,193 113,291 360,000 110,000 400,000 405,000 420,000 425,000 Temporary Labor 1,083,703 1,644,013 1,351,635 360,000 360,000 400,000 400,000 400,000 400,000 Waste Reduction Programs 80,174 137,416 230,997 405,000 405,000 325,000 350,000 375,000 545,000 Other Contract Services 151,913 48,144 32,082 38,350 73,350 75,000 77,000 79,000 81,000 Subtotal - Contract Services 2,026,473 3,191,828 2,266,933 2,694,389 2,866,898 2,986,500 3,050,500 3,140,500 3,360,500 Advertising - - 25,000 - - - - - - Janitorial Services 981 2,689 1,979 - - - - - - Postage 946 1,143 6,310 4,700 4,700 4,794 4,890 4,988 5,087 Travel 916 - - 2,000 2,000 2,040 2,081 2,122 2,165 Laundry and towel service 1,493 12,240 14,308 18,500 18,500 18,870 19,247 19,632 20,025 Training 8,547 7,229 10,056 76,500 76,500 78,030 79,591 81,182 82,806 Computer software 685 4,735 3,319 - - - - - - Regulatory 33,356 28,061 35,421 132,200 157,200 160,344 163,551 166,822 170,158 Membership and dues 5,873 937 1,623 6,000 6,000 6,120 6,242 6,367 6,495 Periodicals and newspapers - 445 450 - - - - - - Books - - - - - - - - - Furniture and equipment 2,101 858 12,418 10,000 10,000 10,200 10,404 10,612 10,824 Computer hardware 36,316 - - - - - - - - Office supplies 7,442 5,282 8,111 10,000 10,000 10,200 10,404 10,612 10,824 Small tools - 869 - 1,000 1,000 1,020 1,040 1,061 1,082 General supplies 292,042 372,216 89,901 330,000 330,000 336,600 343,332 350,199 357,203 Printing and graphics - 1,139 2,593 6,000 6,000 6,120 6,242 6,367 6,495 Uncollectable accounts 55,864 84,957 243,345 60,000 60,000 61,200 62,424 63,672 64,946 Business meetings 2,364 555 1,240 1,200 1,200 1,224 1,248 1,273 1,299 Miscellaneous 827 12,408 9,747 3,100 3,100 3,162 3,225 3,290 3,356 Discount earned and lost - - - - - - - - - Utilities 49,921 47,669 58,012 65,618 72,180 73,624 75,096 76,598 78,130 Rent - - 8,114 - - - - - - Cost allocation charge 789,494 803,711 829,498 896,279 852,924 724,985 739,485 754,275 769,360 ITD service charge 521,078 540,933 581,687 708,445 722,614 614,222 626,506 639,036 651,817 Building maint service charge 78,699 74,029 82,049 78,175 80,316 81,922 83,561 85,232 86,937 GWP municipal billing 481,553 481,553 481,553 481,553 481,553 491,184 501,008 511,028 521,248 Contractual cost reduction - (5,926) - - - - - - - Electrice Vehicles and Infrastructure - - - - - - Street sweeping offset (221,317) (474,490) (230,258) (234,863) (330,612) (244,351) Transfer to general fund 1,150,000 1,150,000 479,167 - - - - - - Projected Underexpenditures - - - (2,000,000) (845,727) (881,216) (915,704) (930,915) (962,036) Subtotal - Overhead $5,546,971 $6,819,560 $5,268,277 $3,364,342 $4,442,468 $4,560,887 $4,639,510 $4,673,341 $5,004,370 Total Operating Expenses $24,330,336 $25,680,709 $20,097,543 $23,402,866 $24,050,098 $25,333,364 $26,133,455 $26,569,810 $27,311,032 Description
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Appendix A – Revenue and Expenditure Detail
A-3

Actual Actual Pre-audited
Actual Projected Projected Projected Projected Projected Projected FY 19-20 FY 20-21 FY 21-22 FY 22-23 FY 23-24 FY 24-25 FY 25-26 FY 26-27 FY 27-28 Capital Expenditures
Asset Capitalization Adjustment (111,169)
Subtotal - FY 2022
Street Sweeper 445,000
Street Sweeper 388,571
Automated Sideloader 325,000
Automated Sideloader 365,000
Automated Sideloader 365,000
Automated Sideloader 365,000
Automated Sideloader 365,000
Automated Sideloader 365,000
Automated Sideloader 365,000
Automated Sideloader 365,000
Automated Sideloader 365,000
Automated Sideloader 365,000
Automated Sideloader 365,000
Automated Sideloader 365,000
Automated Sideloader 365,000
2011 Ford F350 Stake Bed with Liftgate 50,000
Asset Capitialization (1,503,848)
Underground Tank Removal 500,000
Temporary CNG Station 150,000
Subtotal - FY 2022 4,734,723
Pickup Truck 40,000
Mini rear loader 225,000
Mini rear loader 225,000
Mini Automated Sideloader 380,000
Containers 350,000
Subtotal - FY 2023 1,220,000
Rearloader 235,000
Rearloader 235,000
Automated Sideloader 450,000
Automated Sideloader 450,000
Automated Sideloader 420,000
Containers 2,525,000
Subtotal - FY 2024 4,315,000
Description
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Appendix A – Revenue and Expenditure Detail
A-4

Actual Actual Pre-audited
Actual Projected Projected Projected Projected Projected Projected FY 19-20 FY 20-21 FY 21-22 FY 22-23 FY 23-24 FY 24-25 FY 25-26 FY 26-27 FY 27-28 Automated Sideloader 320,000
Automated Sideloader 320,000
Containers 2,525,000
Subtotal - FY 2025 3,165,000
Automated Sideloader 434,157
Refuse-Bin Truck 32,200
Containers 0
Subtotal - FY 2026 466,357
Street Sweeper 455,258
Street Sweeper 455,258
Rearloader 390,460
Rearloader 398,230
Automated Sideloader 447,182
Automated Sideloader 447,182
Automated Sideloader 447,182
Automated Sideloader 448,289
Automated Sideloader 449,396
Automated Sideloader 448,289
Containers 0
Subtotal - FY 2027 4,386,726
Automated Sideloader 468,578
Automated Sideloader 468,578
Rolloff Truck 404,349
Automated Sideloader 464,018
Automated Sideloader 464,018
Automated Sideloader 464,018
Automated Sideloader 464,018
Flatbed Trucks, Single-Axle 87,992
Compact Pickup 34,672
Containers 0
Subtotal - FY 2028 3,320,241
Total Capital Expenditures (111,169) 0 4,734,723 1,220,000 4,315,000 3,165,000 466,357 4,386,726 3,320,241 Total Expenditures 24,219,167 25,680,709 24,832,266 24,622,866 28,365,098 28,498,364 26,599,812 30,956,536 30,631,273 Total Surplus/(Shortfall) 985,296 (1,924,683) (7,591,485) (12,914,485) (10,824,360) (5,014,448) 1,393,960 (799,858) 2,657,687 Description
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RATE ADJUSTMENT TABLE

Page 2 ends

3 HOW DOES THIS AFFECT MY SOLID WASTE BILL?
As an example,in the proposed first year increase, a single-family residential(SFR ) customerin Glendale will see the monthly flat fee increase from $18.34 to $32.34 for weekly collection of their 96-gallon refuse, recycling and organics containers.As shown in the following table, solid wasterate increase is propos ed to meet the identified solid waste costs ineach year ofthe 5-year period:

RATE ADJ

USTMENT TABLE
Description Current
Rate
Proposed
Rate
Effective
July 1, 2023
Proposed
Rate
Effective
July 1, 2024
Proposed
Rate
Effective
July 1, 2025
Proposed
Rate Effective
July 1, 2026
Proposed
Rate
Effective
July 1, 2027
Automated Cart Service - Single
Family
Monthly Rate Standard 64 gallon cart $11.72 $28.78 $41.73 $52.16 $57.38 $63.12 Adjustment Amount $17.06 $12.95 $10.43 $5.22 $5.74
Adjustment Percent 146% 45% 25% 10% 10%
Monthly Rate - Standard 96-gallon cart $18.34 $32.34 $46.90 $58.63 $64.49 $70.94 Adjustment Amount $14.00 $14.56 $11.73 $5.86 $6.45
Adjustment Percent 76% 45% 25% 10% 10%
Automated Cart Service – Multi-
family residential (MFR) 2-4 units
Monthly Rate - Standard 64-gallon cart $14.82 $28.78 $41.73 $52.16 $57.38 $63.12 Adjustment Amount $13.96 $12.95 $10.43 $5.22 $5.74
Adjustment Percent 94% 45% 25% 10% 10 %
Monthly Rate - Standard 96-gallon cart $18.34 $32.34 $46.90 $58.63 $64.49 $70.94 Adjustment Amount $14.00 $14.56 $11.73 $5.86 $6.45
Adjustment Percent 76% 45% 25% 10% 10 %
Monthly Rate - Additional 64-gallon
cart $11.72 $28.78 $41.73 $52.16 $57.38 $63.12
Adjustment Amount $17.06 $12.95 $10.43 $5.22 $5.74
Adjustment Percent 146% 45% 25% 10% 10%
Front Loading Bin Service –
MFR 2-4 units
Monthly Rate - One cubic yard bin
1/week $33.00 $87.45 $126.80 $158.50 $174.35 $191.79
Adjustment Amount $54.45 $39.35 $31.70 $15.85 $17.44
Adjustment Percent 165% 45% 25% 10% 10 %
Monthly Rate - Two cubic yard bin
1/week $45.35 $109.95 $159.42 $199.28 $219.21 $241.13
Adjustment Amount $64.60 $49.47 $39.86 $19.93 $21.92
Adjustment Percent 142% 45% 25% 10% 10%
Monthly Rate - Three cubic yard bin
1/week $58.15 $132.44 $192.04 $240.05 $264.06 $290.47
Adjustment Amount $74.29 $59.60 $48.01 $24.01 $26.41
Adjustment Percent 128% 45% 25% 10% 10 %
Front Loading Bin Service –
MFR 2-4 units - Additional Pickups
Monthly Rate - One cubic yard bin
1/week $22.63 $87.45 $126.80 $158.50 $174.35 $191.79
Adjustment Amount $64.82 $39.35 $31.70 $15.85 $17.44
Adjustment Percent 286% 45% 25% 10% 10%
Monthly Rate - Two cubic yard bin
1/week $22.63 $109.95 $159.42 $199.28 $219.21 $241.13
Adjustment Amount $87.32 $49.47 $39.86 $19.93 $21.92
Adjustment Percent 386% 45% 25% 10% 10%
Monthly Rate - Three cubic yard bin
1/week $22.63 $132.44 $192.04 $240.05 $264.06 $290.47
Adjustment Amount $109.81 $59.60 $48.01 $24.01 $26.41
Adjustment Percent 485% 45% 25% 10% 10%
Exhibit 3
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AGENDA ITEM

CITY OF GLENDALE, CALIFORNIA

REPORT TO THE CITY COUNCIL
Report: Peraton Inc. Professional Service Agreement for CommandPoint Software Maintenance for the Computer Aided Dispatch (CAD) System in the Verdugo Fire Communications Center.

COUNCIL ACTION

EXECUTIVE SUMMARY
In June 2019, the City Council authorized the Purchasing Administrator to issue purchase orders to Northrup Grumman Systems Corporation computer aided dispatch (CAD) for the life of the software, if the funds for the continued maintenance, support updates, upgrades and licensing of the software were budgeted within the Verdugo Fire Communications Fund and approved by Council as part of the annual citywide budget process. Subsequently, in 2021, Northrup Grumman assigned its interest to Peraton and Peraton has been providing this service for the past three years. Staff seeks authorization to enter into a new contract with Peraton Inc. to continue the same services that Peraton has been offering for Verdugo Fire Communications Center’s CommandPoint Software.

Peraton will complete maintenance services, software support including updates, problem resolution including a customer support group, and technical support. CommandPoint CAD will be utilized for the foreseeable future. The agreement will further allow Verdugo and IS to evaluate the addition of GIS personnel to a three-person work team, to reduce the reliance on Peraton for technical support, potential reducing the necessary scope of work and associated costs in future extensions.

Item Type: Consent Calendar
Approved forJune 25, 2024 calendar
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2 RECOMMENDATION
That the City Council approve a motion authorizing the City Manager to enter into a Professional Services Agreement with Peraton Inc. for CommandPoint software; and beginning FY 2025-26, to authorizes the City Manager to issue amendments to the PSA. for the life of the software.

ANALYSIS
In August 2017, the City Council approved a motion authorizing the City Manager to execute an amendment to an existing professional services agreement with Northrop Grumman Systems Corporation (now Peraton) for the software design and upgrade of the thirty-year-old Computer Aided Dispatch (CAD) system. The CAD and related mapping applications are part of the most critical pieces of a public-safety dispatch center’s operation. These serve as the primary method of obtaining and verifying the emergency incident location from 911 callers and subsequently processing, locating, dispatching, and managing all the Fire Department and Emergency Medical Services (EMS) resources to emergency incidents within the Verdugo Fire Communications system. In 2021, Northrup Grumman assigned its interest in this city contract to Peraton Inc.

On May 12, 2020, the new CAD system went live and proved to be a powerful upgrade for serving a population of more than one million people each day. Although the software is relatively new, it requires regular as well as unscheduled maintenance, updates, and upgrades to sustain a functional state. Peraton professional services are required to perform this software maintenance. The critical software to be maintained includes: - CommandPoint Computer Aided Dispatch - ViewPoint Map - CommandPoint Premier Address Verification System - CommandPoint Automated Vehicle Location - CommandPoint Automated Vehicle Route Recommendation - CommandPoint MIS - CommandPoint Mobility - CommandPoint Interfaces All of the these software products are required to properly verify the address, locate and recommend the closest unit for response, provide the shortest route, dispatch the unit and then push the information to the fire station and unit computers. All of these actions take place in seconds. The failure of one piece of the system will result in potentially life-threatening delays. Maintenance and support from Peraton is necessary to ensure continuity of operations for all of these critical systems. Therefore, staff recommends that the City Council authorize the City Manager, or his designee, to execute a professional services agreement for the Peraton Inc. CommandPoint software maintenance.

STAKEHOLDERS/OUTREACH
Verdugo Stakeholders will benefit as the maintenance will provide uninterrupted public safety services to the communities of over 1 million people served by the Verdugo Fire Communications Center.

FISCAL IMPACT
The Peraton Inc. professional services agreement for the first year will cost approximately $312,000, which was included as a part of the Proposed FY 2024-25 budget. No new appropriation is being requested at this time. 112 of 724

3 Proposed FY 2024-25 Appropriation
Amount Account String Funding Source
$312,000 43110-5800-GFD-4005 Verdugo Communication Fund All future year annual costs for software subscriptions, licensing, services and upgrades for the life of the product will be annually budgeted within the Verdugo Fire Communications Fund and approved by City Council as part of the annual citywide budget process.

ENVIRONMENTAL REVIEW (CEQA/NEPA)
NA

CAMPAIGN DISCLOSURE
This item is exempt from campaign disclosure requirements.

ALTERNATIVES TO STAFF RECOMMENDATION
Alternative 1: Should the City Council not approve the professional service agreement, the CAD system will not have the necessary maintenance agreements in place to maintain the system.

Alternative 3: The City Council may consider any other alternative not proposed by staff.

ADMINISTRATIVE ACTION
Submitted by:

Greg Fish, Fire Chief
Prepared by:

Brian Murphy, Deputy Fire Chief
Approved by:

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

EXHIBITS/ATTACHMENTS
113 of 724

Cc_06252024_Motion_4g1.Pdf
MOTION
Moved by Council Member ____________________________, seconded by Council Member ___________________________, that the City Manager is authorized to execute a professional service agreement with Peraton, Inc., to provide maintenance, support, updates, upgrades and licensing of the computer aided dispatch, CommandPoint CAD software, in an amount not to exceed $312,000. Beginning FY 2025-26, the Council hereby authorizes the City Manager or his designee to process contract amendments with Peraton, Inc. for the life of the software, if the funds for the continued maintenance, support, updates, upgrades and licensing of the software are budgeted within the Verdugo Fire Communications Fund and approved by City Council as part of the annual citywide budget process.

The amendment shall be subject to the review and approval as to form by the City Attorney.

Vote as follows:

Ayes:

Noes:

Absent:

Abstain:
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CITY OF GLENDALE, CALIFORNIA

REPORT TO THE CITY COUNCIL

AGENDA ITEM
Report: Agreement between City of Glendale and Liebert Cassidy Whitmore, A Professional Corporation for employee relations matters, negotiation services, and training as required by law.

COUNCIL ACTION
Item Type: Consent Calendar
Approved for June 25, 2024 calendar

EXECUTIVE SUMMARY
Liebert Cassidy Whitmore (LCW) is a full-service labor, employment, and education law firm specializing in public sector employment law. The services provided to the City of Glendale have traditionally included advice and consultation on employment and labor relations matters; assistance with labor negotiations, including serving as Chief Negotiator; representing the City in litigation both in court and before the Public Employment Relations Board (PERB); presentation of training and professional development programs on various public sector employment matters and a variety of other professional services. While this firm has successfully provided legal services to the City for over 30 years, staff respectfully seeks approval to extend this agreement by only twelve months to allow for a comprehensive request for proposal (RFP) process. 115 of 724

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RECOMMENDATION
That the City Council approve a motion authorizing the City Manager to execute a one- year Professional Services Agreement with the Law Firm of LCW to provide ongoing advice and representation to the Human Resources Department and other city departments on employment and labor relations matters.

BACKGROUND/ANALYSIS
LCW has provided successful employment and labor relations legal services to the City for over thirty years. In 2017, LCW was last selected to continue providing the above professional services following an extensive RFP process. Since then, the City has extended the contract with LCW, with the term of the most recent extension ending on June 30, 2024.

During the current fiscal year, the Human Resources Department utilized LCW to represent the City as Chief Negotiator in labor negotiations with the GPOA, GFFA, GMA, GMA Police, GMA Fire, GCEA and IBEW. Given their experience, an outside negotiator brought the unique perspective and insight to the collective bargaining process.

Additionally, as attorneys, LCW brought insight to impasse resolution and fact finding as well. Labor negotiators also offer expert guidance on current wages, benefits, and working conditions as they apply to the labor contracts being discussed. The Chief Negotiator championed the City’s interests while establishing rapport with the bargaining teams, thus maximizing negotiation effectiveness.

During the term of the proposed contract, the City plans to conduct an internal review of Federal Labor Standards Act (FLSA) compliance which requires specialized knowledge and expertise. Additionally, the City has been using LCW’s on-demand harassment training platform to provide workplace harassment training in compliance with AB1825 and SB1343. LCW is at the forefront of new legislation impacting the public sector, in particular Workplace Violence Prevention (SB533) and Cannabis Drug Testing (AB2188) both of which will require policy implementation and training during the next fiscal year.

LCW continues to provide competent and reliable legal counsel on complex matters relating to unlawful discrimination claims, FLSA, Family & Medical Leave Act (FMLA) matters, Americans with Disabilities Act (ADA) matters and Public Safety Officers Procedural Bill of Rights (POBR) matters. However, given the fact that the City has not released a comprehensive RFP for these legal services in several years, staff believes there is value in engaging in the RFP process over the next twelve-month cycle.

FISCAL IMPACT
The cost of the one-year agreement between City of Glendale and Liebert Cassidy Whitmore is not to exceed $150,000, which was included as a part of the proposed FY 2024-25 budget. No new appropriation is being requested at this time. 116 of 724

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Proposed FY 2024-25 Appropriation
Amount Account String Funding Source
$150,000 43110-1010-HRD-0010-P0000 General Fund

ENVIRONMENTAL REVIEW (CEQA/NEPA)
This item is not subject to CEQA review.

CAMPAIGN DISCLOSURE
This item is exempt from campaign disclosure requirements.

ALTERNATIVES TO STAFF RECOMMENDATION .

Alternative 1: Do not authorize a one-year not to exceed $150,000 Professional Services Agreement with LCW which means human resources staff will not be able to begin its review of FLSA compliance as requested by the Civil Service Commission and finalizing language edits for collective bargaining agreements will remain incomplete for now risking further delay in fully concluding the collective bargaining process and promulgating the final MOU’s.

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

ADMINISTRATIVE ACTION
Submitted by:

Paula Adams, Chief Human Resources Officer
Prepared by:

Paula Adams, Chief Human Resources Officer
Approved by:

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

ATTACHMENTS
1) Motion Authorizing executing a one-year Professional Services Agreement with LCW. 117 of 724

C:\inetpub\wwwroot\multitenant\temp\CC_06252024_Motion_4h1.pdf

M O T I O N
Moved by Council Member __________________________________, seconded by Council Member ___________________________, that the City Manager be, and hereby is authorized to enter into a retainer agreement with Liebert Cassidy Whitmore to provide legal services in connection with advice and consultation on employment and labor relations matters, litigation both in court and Public Employment Relations Board, and other labor related matters. The City Manager or his designee is authorized to enter into said retainer in an amount not to exceed $150,000 for a one year period.

Vote as follows:

Ayes:

Noes:

Absent:
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C:\inetpub\wwwroot\multitenant\temp\CC_06252024_Motion_4h1.pdf 119 of 724

CITY OF GLENDALE, CALIFORNIA

REPORT TO THE CITY COUNCIL

AGENDA ITEM
Report: Glendale Water and Power (GWP) Electric Revenue Bonds, 2024 Second Series – Adoption of Ordinance and Authorizing Issuance of Bonds, and Adoption of Resolution Authorizing the Invitation of Bids and Various Actions Relating to the Issuance of the Bonds.
1) Ordinance authorizing the issuance by the City of not to exceed $230,000,000 aggregate principal amount of the City of Glendale Electric Revenue Bonds 2024 Second Series, payable out of the Electric Works Revenue Fund, and approving certain other actions in connection therewith. 2) Resolution authorizing the invitation of bids for the purchase of Electric Revenue Bonds, 2024 Second Series; approving a Notice of Intention to Sell bonds, a Preliminary Official Statement (POS), a Notice Inviting Bids and Official Bid Form; authorizing the publication of a Notice of Intention to Sell Bonds; authorizing the execution and delivery of a final Official Statement, a Tenth Supplement to the Indenture of Trust, a Continuing Disclosure Agreement, and authorizing the award of the Bonds.

COUNCIL ACTION
Item Type: Ordinance
Approved for June 25, 2024 calendar

EXECUTIVE SUMMARY
Glendale Water and Power’s (GWP) financial plan intends to issue revenue bonds in three tranches of approximately $166 million. The first tranche of $166.9 million was issued in February 2024, the second tranche is expected to be issued in August 2024, and the third tranche is expected to be issued in August 2025. The funds will be used primarily to support the Grayson Repowering 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.

RECOMMENDATION
Approve the herein-requested actions to authorize staff to proceed with the preparation and issuance of the Electric Revenue Bonds 2024 Second Series as follows:
a. Adoption of the Ordinance authorizing the issuance of bonds, which was introduced on May 21, 2024.
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3 6
9 5
b. Adoption of the resolution authorizing the invitation of bids for the purchase of Electric Revenue Bonds, 2024 Second Series; approving a Notice of Intention to sell bonds, a Preliminary Official Statement (POS), a Notice Inviting Bids and Official Bid Form; authorizing the publication of a Notice of Intention to Sell Bonds; authorizing the execution and delivery of a final Official Statement, a Tenth Supplement to the Indenture of Trust, a Continuing Disclosure Agreement, and authorizing the award of the Bonds (all of the herein referenced documents are attached to this Report as Exhibits A, B, C, D and E).

ANALYSIS
The electric utility 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. GWP intends to issue approximately $500 million of revenue bonds. The first issuance of $166.9 million closed in February 2024, and the next issue is scheduled to close in August 2024. The third issuance is planned to close in August of 2025.

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 is projected to increase to approximately $32.7 million after the second bond issuance and projected to increase to approximately $42.9 million after the third bond issuance.

The Ordinance, which was introduced by the City Council on May 21, 2024, will authorize the second issuance of bonds to fund the projects described herein. The Resolution will authorize the Invitation of Bids for the purchase; will approve a Notice of Intention to Sell Bonds, a Preliminary Official Statement, a Notice Inviting Bids and the Official Bid Form; will authorize the publication of a Notice of Intention to Sell Bonds; will authorize the execution and delivery of a final Official Statement, a Tenth Supplement to Indenture of Trust, a Continuing Disclosure Agreement, and will authorize the award of the bonds.

STAKEHOLDERS/OUTREACH
Not applicable.

FISCAL IMPACT
The issuance of the revenue bonds is projected to increase interest cost approximately $4.0 million in fiscal year 2025, and issuance costs are estimated to be $500,000.

Future expenses have been requested as part of the annual budget process. 121 of 724

37d
3 6
9 5

ENVIRONMENTAL REVIEW
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
Alternative 1: Choose not to authorize the actions requested and recommended in this report, in which case the second series of bonds will not be issued and several capital projects including, but not limited to, the Grayson Repower Project will need to be suspended.

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

ADMINISTRATIVE ACTION
Submitted by:

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

Scott K. Mellon, Assistant General Manager – Power Management Adrine Isayan, Assistant General Manager – Finance and Risk Management David Davis, Utility Finance Manager
Approved by:

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

EXHIBITS / ATTACHMENTS
Exhibit A: Notice of Intention to Sell Bonds
Exhibit B: Preliminary Official Statement (POS)
Exhibit C: Notice Inviting Bids and Official Bid Form
Exhibit D: Tenth Supplement to the Indenture of Trust
Exhibit E: Continuing Disclosure Agreement
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200985081.4 1001293890
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 SECOND 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 Second Series (the “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 Tenth Supplement to Indenture of Trust, dated as of August 1, 2024 (the “Tenth 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 75 megawatt/300 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 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.
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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 Bonds in the aggregate principal amount of $230,000,000 (or such lesser amount as shall be approved by the City Manager upon consultation with the Director of Finance, the execution of the Bonds constituting conclusive evidence of the City Manager’s approval of such principal amount) for the following objects and purposes: (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 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 August 14, 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 Bonds shall mature (or be payable by sinking fund redemption) in each of the years 2025 through 2055, 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 Bonds shall mature and be payable on such dates as specifically set forth in the Tenth 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 124 of 724

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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 (31st) day after its passage.

Passed by the Council of the City of Glendale on the 25th day of June, 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 25th day of June, 2024, and that same was passed by the following vote:

Ayes:

Noes:

Absent:

Abstain:

City Clerk
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201102407.3
RESOLUTION NO. 24-______

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GLENDALE,

CALIFORNIA AUTHORIZING THE INVITATION OF BIDS FOR THE
PURCHASE OF ELECTRIC REVENUE BONDS, 2024 SECOND SERIES
OF THE CITY OF GLENDALE; APPROVING A NOTICE OF INTENTION

TO SELL BONDS, A PRELIMINARY OFFICIAL STATEMENT, A
NOTICE INVITING BIDS AND OFFICIAL BID FORM; AUTHORIZING THE PUBLICATION OF A NOTICE OF INTENTION TO SELL BONDS;

AUTHORIZING THE EXECUTION AND DELIVERY OF A FINAL

OFFICIAL STATEMENT, A TENTH SUPPLEMENT TO INDENTURE OF
TRUST AND A CONTINUING DISCLOSURE AGREEMENT; AND

AUTHORIZING THE AWARD OF THE BONDS

WHEREAS, the City Council of the City of Glendale, California (the “City Council”) deems it necessary and proper that bids be invited for the purchase of the Electric Revenue Bonds, 2024 Second Series (the “Bonds”) of the City of Glendale, California (the “City”) and that the Bonds be sold in the manner and at the time and place or times and places hereinafter set forth;

Section 1. Bids for the purchase of the Bonds shall be received by the City Manager, the Assistant City Manager (including the Assistant City Manager, Management Services), the Director of Finance (including the Director of Finance and Technology) of the City or the designee of any of them (each an “Authorized Officer”) at the time and place determined as provided in the Notice of Intention to Sell Bonds and the Notice Inviting Bids as hereinafter approved.

Section 2. Each Authorized Officer is hereby authorized and directed to publish a Notice of Intention to Sell Bonds, prior to the date of receiving proposals for the purchase of the Bonds, substantially in the form on file with the City Clerk, a copy of which has been made available to the City Council, by one insertion in the Glendale Independent, a newspaper of general circulation published in the City.

Section 3. Each Authorized Officer is further authorized and directed to publish a Notice of Intention to Sell Bonds by one insertion in The Bond Buyer, or another financial publication generally circulated throughout California, prior to the date of receiving proposals for the purchase of the Bonds.

Section 4. The City Council hereby approves the Preliminary Official Statement substantially in the form on file with the City Clerk, a copy of which has been made available to the City Council, with such changes therein as an Authorized Officer may determine necessary, to be furnished to prospective bidders for the Bonds as provided in Section 5 hereof. The City authorizes each Authorized Officer to deem the Preliminary Official Statement to be final within the meaning of U.S. Securities and Exchange Commission Rule 15c2-12, subject to completion of those items permitted by such Rule. The City Council directs the City Clerk to file the Preliminary Official Statement in the City Clerk’s office and to identify it as being the Preliminary Official Statement so approved hereby. Each Authorized Officer is authorized and directed to 126 of 724

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execute and deliver a final Official Statement in substantially the form of the Preliminary Official Statement hereby approved, with such additions thereto and changes therein as are consistent with this Resolution and recommended or approved by Bond Counsel, Disclosure Counsel or counsel to the City and approved by the Authorized Officer executing the final Official Statement, such approval to be conclusively evidenced by the execution and delivery thereof.

Section 5. Each Authorized Officer is authorized and directed to cause to be provided or furnished to prospective bidders, upon their request, the Preliminary Official Statement and a reasonable number of copies of the Ordinance authorizing the issuance of the Bonds, the Indenture of Trust, dated as of February 1, 2000, by and between the City and The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York Trust Company, N.A., as trustee (the “Trustee”), as supplemented and amended, including as supplemented by a Tenth Supplement to Indenture of Trust (the “Tenth Supplement”) relating to the Bonds, proposed to be executed and delivered by the City and the Trustee (collectively, the “Indenture of Trust”). Each Authorized Officer is authorized and directed to cause to be furnished to prospective bidders, upon their request, a reasonable number of copies of the Notice Inviting Bids and Official Bid Form substantially in the form on file with the City Clerk, a copy of which has been made available to the City Council. Each Authorized Officer is further authorized and directed, after any proposal for the purchase of the Bonds has been accepted by an Authorized Officer, and after the final Official Statement has been prepared, to cause to be furnished to the successful bidder or bidders, as the case may be, for use in connection with the resale of the Bonds, such number of copies of the final Official Statement as may be reasonably required.

Section 6. Each Authorized Officer may withdraw or modify the Notice Inviting Bids, the Official Bid Form and/or the Notice of Intention to Sell Bonds at any time by notice announced through the Parity® electronic bid submission system of Ipreo or other means determined by the Authorized Officer to be reasonably calculated to reach potential bidders for the Bonds. If an Authorized Officer should withdraw the Notice Inviting Bids and the Official Bid Form or the Notice of Intention to Sell Bonds at any time before all of the Bonds are awarded, and should at a later date determine that it is desirable to receive bids for all or a portion of the Bonds, then each Authorized Officer is hereby authorized to redistribute the Notice Inviting Bids and the Official Bid Form and republish the Notice of Intention to Sell Bonds with such modifications or revisions as are approved by the Authorized Officer.

Section 7. Each Authorized Officer is hereby authorized to award the purchase of the Bonds to the bidder or bidders (which bidder or bidders may bid by electronic means) that provide the highest responsible bid for the Bonds that produces the lowest true interest cost to the City as provided in the Notice Inviting Bids. Each Authorized Officer is hereby further authorized to reject any and all bids as he or she deems appropriate and to waive any irregularity or informality in any bid or bids.

Section 8. To prescribe the terms and conditions upon which the Bonds are to be issued, secured, executed, authenticated and held, the Tenth Supplement proposed to be executed and delivered by the City and the Trustee, in substantially the form on file with the City Clerk, a copy of which has been made available to the City Council, is 127 of 724

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hereby approved, and the Authorized Officer is hereby authorized and directed, for and in the name and on behalf of the City, to execute, and the City Clerk is authorized to affix the official seal of the City to, and deliver the Tenth Supplement to the Trustee in substantially such form, with such changes (including, without limitation, changes relating to the issuance of a municipal bond insurance policy and/or a surety bond for the debt service reserve fund or such changes as may be requested by any rating agency providing a rating on the Bonds) as may be approved by the Authorized Officer executing the same, acting on behalf of the City, subject to advice of counsel, such execution thereof to constitute conclusive evidence of the approval of the City of all changes from the form of the Tenth Supplement presented to this meeting.

Section 9. The Continuing Disclosure Agreement, proposed to be executed and entered into by and between the City and the Trustee, in substantially the form on file with the City Clerk, a copy of which has been made available to the City Council, is hereby approved, and each Authorized Officer is hereby authorized and directed, for and in the name and on behalf of the City, to execute and deliver to the Trustee the Continuing Disclosure Agreement in substantially said form, with such changes as may be approved by the Authorized Officer executing the same, acting on behalf of the City, subject to advice of counsel, such execution thereof to constitute conclusive evidence of the approval of the City of all changes from the form of the Continuing Disclosure Agreement presented to this meeting.

Section 10. Unless obtained by the successful bidder or bidders of the Bonds, each Authorized Officer is hereby authorized to obtain municipal bond insurance for all or any portion of the Bonds, provided that the premium for such insurance does not exceed 2.0% of the payments insured. Each Authorized Officer is hereby authorized and directed to execute and deliver any commitment, guaranty, subrogation agreement or other similar agreement in connection with such insurance as shall be approved by the Authorized Officer executing the same (such approval to be conclusively evidenced by his or her execution and delivery thereof).

Section 11. Each Authorized Officer and the City Treasurer and any other officer of the City is hereby authorized to (i) take any and all actions which such person deems necessary or advisable in order to effect the registration or qualification (or exemption therefrom) of the Bonds for issue, offer, sale or trade under the “Blue Sky” or securities laws of any of the states of the United States of America and in connection therewith to execute, acknowledge, verify, deliver, file or cause to be published any applications, reports, and other papers and instruments which may be required under such laws, and to take any and all further actions which such person may deem necessary or advisable in order to maintain any such registration or qualification and (ii) execute and deliver any and all agreements (including, but not limited to, investment agreements or guaranteed investment agreements), a tax certificate, documents and instruments and to do and cause to be done any and all acts and things deemed necessary or advisable for carrying out the transactions contemplated by this Resolution. Such actions heretofore taken by such officers, or their designees, are hereby ratified, confirmed and approved.

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Section 12. In accordance with California Government Code Section 5852.1, good faith estimates of the following are set forth on Exhibit A attached hereto: (a) the true interest cost of the Bonds, (b) the sum of all fees and charges paid to third parties with respect to the Bonds, (c) the amount of proceeds of the Bonds expected to be received net of the fees and charges paid to third parties and any reserves or capitalized interest paid or funded with proceeds of the Bonds, and (d) the sum total of all debt service payments on the Bonds calculated to the final maturity thereof plus the fees and charges paid to third parties not paid with the proceeds of the Bonds.

Section 13. This Resolution shall become effective immediately.

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EXHIBIT A

GOOD FAITH ESTIMATES

The following information was obtained from the Municipal Advisor with respect to the Bonds approved in the Resolution, and is provided in compliance with California Government Code Section 5852.1:

1. True Interest Cost of the Bonds. Assuming an aggregate principal amount of $168,765,000 of the Bonds are sold and based on market interest rates prevailing at the time of preparation of this information, a good faith estimate of the true interest cost of the Bonds, which means the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the Bonds, is 4.307437%.

2. Finance Charge of the Bonds. Assuming an aggregate principal amount of $168,765,000 of the Bonds are sold and based on market interest rates prevailing at the time of preparation of this information, a good faith estimate of the finance charge of the Bonds, which means the sum of all fees and charges paid to third parties (or costs associated with the Bonds), is $765,000.

3. Amount of Proceeds to be Received. Assuming an aggregate principal amount of $168,765,000 of the Bonds are sold and based on market interest rates prevailing at the time of preparation of this information, a good faith estimate of the amount of proceeds expected to be received by the City for sale of the Bonds less the finance charge of the Bonds described in 2 above and any reserves or capitalized interest paid or funded with proceeds of the Bonds, is $168,000,000.

4. Total Payment Amount. Assuming an aggregate principal amount of $168,765,000 of the Bonds are sold and based on market interest rates prevailing at the time of preparation of this information, a good faith estimate of the total payment amount, which means the sum total of all payments the City will make to pay debt service on the Bonds plus the finance charge of the Bonds described in paragraph 2 above not paid with the proceeds of the Bonds, calculated to the final maturity of the Bonds, is $326,034,410.42.

Attention is directed to the fact that the foregoing information constitutes good faith estimates only. The actual interest cost, finance charges, amount of proceeds and total payment amount may vary from the estimates above due to variations from these estimates in the timing of Bond sales, the amount of Bonds sold, the amortization of the Bonds sold and market interest rates at the time of each sale. The date of sale and the amount of Bonds sold will be determined by the City based on market and other factors.

The actual interest rates at which the Bonds will be sold will depend on the Bond market at the time of sale. The actual amortization of the Bonds will also depend, in part, on market interest rates at the time of sale. Market interest rates are affected by economic and other factors beyond the City’s control.

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Adopted by the Council of the City of Glendale on this 25th day of June, 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, California, do hereby certify that Resolution No. 24-_____ was adopted by the Council of the City of Glendale, California at a regular meeting held on the 25th day of June, 2024, and that same was adopted by the following vote:

Ayes:

Noes:

Absent:

Abstain:

City Clerk

131 of 724

NOTICE OF INTENTION TO SELL
$[______]*

CITY OF GLENDALE, CALIFORNIA
Electric Revenue Bonds,
2024 Second Series
NOTICE IS HEREBY GIVEN that the City of Glendale, California (the “City”) intends to offer for public sale, only through electronic bidding, respectively at [____], 2024
8:00 a.m., California Time
(or such other date and at such other time as is announced via Ipreo) through the use of the Parity® electronic bid submission system of Ipreo, at www.newissuehome.i-deal.com the City of Glendale, California Electric Revenue Bonds, 2024 Second Series (the “Bonds”). No other means of delivery of bids will be accepted. The City reserves the right to postpone from time to time, or cancel, the sales, provided that notice of such change is given through Ipreo prior to such change, as described under “Postponement,” “Right of Cancellation by City,” and “Right to Modify or Amend” in the Notice Inviting Bids.

The Bonds are being issued by the City to provide moneys for (i) paying 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 75 megawatt/300 megawatt-hour battery energy storage system, (b) of acquisition and construction of 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 (c) of acquisition and construction of 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, (ii) making a deposit to the Parity Reserve Fund, and (iii) paying the costs of issuance of the Bonds.

The public sale and the right to submit a bid are subject to the terms and conditions of the Notice Inviting Bids. Electronic copies of the Notice Inviting Bids and the Preliminary Official Statement relating to the Bonds may be obtained by request to the City’s Municipal Advisor, PFM Financial Advisors LLC; Telephone (213) 415-1624; Attention: Mike Berwanger.

CITY OF GLENDALE, CALIFORNIA
D
ated: __________, 2024
______________

* Preliminary, subject to change.

EXHIBIT A
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201102414.3
This Preliminary Official Statement and the information contained herein are subject to completion or amendment. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

PRELIMINARY OFFICIAL STATEMENT DATED [_____], 2024
R
atings: Fitch: [__]
Standard & Poor’s: [__]
New Issue–Full Book-Entry (See “RATINGS” herein)
In the opinion of Norton Rose Fulbright US LLP, Los Angeles, California, Bond Counsel, under existing law, interest on the 2024 Second Series Bonds is exempt from personal income taxes of the State of California and, assuming compliance with the tax covenants described herein, interest on the 2024 Second Series Bonds will be excludable from the gross income of the owners thereof for federal income tax purposes and will not be treated as an item of tax preference for purposes of the federal alternative minimum tax on individuals. See “ TAX MATTERS ” herein.
$[PAR AMOUNT]*

CITY OF GLENDALE, CALIFORNIA
ELECTRIC REVENUE BONDS, 2024 SECOND SERIES
Dated: Date of Delivery Due: February 1, as shown on the inside cover The City of Glendale, California (the “City” or “Glendale”) is issuing its Electric Revenue Bonds, 2024 Second Series (the “2024 Second Series Bond s”) for the purpose of providing moneys for (i) paying the costs to further develop and to construct the Grayson Repowering Project, paying the cost of the Scholl Canyon Landfill Biogas Renewable Generation Project and constructing certain other improvements to the City’s electric public utility, all as described herein, (ii) making a deposit to the Parity Reserve Fund under the Indenture of Trust (as defined below), and (iii) paying the costs of issuance of the 2024 Second Series Bond s. See “ THE PROJECTS ” and “PLAN OF FINANCE” herein.

The 2024 Second Series Bonds are being issued pursuant to an Indenture of Trust, dated as of February 1, 2000, by and between the City and The Bank of New York Mellon Trust Company, N.A., as trustee (the “ Trustee”), as supplemented and amended, including as supplemented and amended by the Tenth Supplement to Indenture of Trust, dated as of February 1, 2024, each by and between the City and the Trustee (collectively, the “ Indenture of Trust”).

The 2024 Second Series Bonds are being issued in fully registered form, and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York ( “DTC”). DTC will act as securities depository of the 2024 Second Series Bonds. Beneficial ownership interests in the 2024 Second Series Bonds may be purchased in book -entry form only in denominations of $5,000 principal amount or any integral multiple thereof. Interest on the 2024 Second Series Bonds will be payable semiannually on February 1 and August 1 of each year, commencing February 1, 2025. Payments of principal of and interest on the 2024 Second Series Bonds will be paid by the Trustee to DTC, which is obligated in turn to remit such principal and interest to its DTC Participants for subsequent disbursement to the beneficial owners of the 2024 Second Series Bonds.

The 2024 Second Series Bond s are subject to redemption prior to maturity as described herein. See “THE 2024 SECOND SERIES BONDS - Redemption” herein.

The 2024 Second Series Bonds are an obligation solely payable from the Electric Works Revenue Fund of the City and certain other funds as provided in the Indenture of Trust. The 2024 Second Series Bonds will be secured by a pledge of and lien upon Net Income of the Electric System on a parity with other obligations of the Electric System payable from Net Income of the Electric System and issued from time to time pursuant to the terms of the Indenture of Trust, including the City’s Electric Revenue Bonds, 2016 Refunding Series; Electric Revenue Bonds, 2024 Series; and Electric Revenue Bonds, 2024 Refunding Series, as described herein.

The general fund of the City is not liable for the payment of any Bond (as defined herein, including any 2024 Second Series Bond) or interest thereon, nor is the credit or taxing power of the City pledged for the payment of any Bond or interest thereon. The Owner of any Bond shall not compel the exercise of the taxing power by the City or the forfeiture of any of its property. The principal of and interest on the Bonds are not a debt of the City nor a legal or equitable pledge, charge, lien or encumbrance upon any of its property or upon any of its income, receipts or revenues, except the Net Income and certain other funds that are pledged pursuant to the Indenture of Trust to the payment of the Bonds and interest thereon.

This cover page contains certain information for general reference only. It is not intended to be a summary of the security or terms of this issue. Investors must read the entire Official Statement to ob tain information essential to the making of an informed investment decision. Capitalized terms used on this cover page not otherwise defined shall have the meanings set forth herein. * P reliminary, subject to change.

EXHIBIT B
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The 2024 Second Series Bonds are expected to be sold by competitive sale on [______], 2024, pursuant to the Notice Inviting Bids dated [______], 2024. The 2024 Second Series Bonds are offered when, as and if delivered to and received by the Underwriters, subject to the approving opinion of Norton Rose Fulbright US LLP, Bond Counsel and Disclosure Counsel to the City. Certain legal matters will be passed upon for the City by the City Attorney of the City of Glendale. PFM Financial Advisors LLC, Los Angeles, California, is serving as municipal advisor to the City in connection with the issuance of the 2024 Second Series Bonds. It is anticipated that the 2024 Second Series Bonds will be available for delivery through the book-entry facilities of DTC on or about February 29, 2024.

Date: [______], 2024
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MATURITY SCHEDULE
$[PAR AMOUNT]*

CITY OF GLENDALE, CALIFORNIA
ELECTRIC REVENUE BONDS, 2024 SECOND SERIES
Maturity Date
(February 1)
Principal
Amount
Interest
Rate Yield Price
CUSIP
Number†
$ % %

$_______ ____% 2024 Second Series Term Bond maturing February 1, 20__ Yield ___% Price ____C CUSIP† _________

* Preliminary, subject to change.
† CUSIP® is a registered trademark of the American Bankers Association. CUSIP data herein are provided by CUSIP Global Services, managed by FactSet Research Systems Inc. on behalf of the American Bankers Association.

CUSIP numbers have been assigned by an independent company not affiliated with the City and are included solely for the convenience of the holders of the 2024 Second Series Bonds. The City is not responsible for the selection or use of these CUSIP numbers and no representation is made as to their correctness on the 2024 Second Series Bonds or as indicated above. The CUSIP number for a specific bond is subject to being changed after the issuance of the bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of such maturity or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of such bonds.

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201102414.3

No dealer, broker, salesperson or other person has been authorized by the City of Glendale (the “City” or “Glendale”) to give any information or to make any representations, other than those contained herein, and if given or made, such other information or representations must not be relied upon as having been authorized by the City.

This Official Statement is not to be construed as a contract with the purchasers of the 2024 Second Series Bonds. Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly described herein, are intended solely as such and are not to be construed as representations of fact. In making an investment decision, investors must rely on their own examination of the City and the terms of the offering, including the merits and risks involved.

The information set forth herein has been furnished by the City and other sources which are believed to be reliable. The information and expressions of opinions herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City since the date hereof.

The Underwriters have reviewed the information in this Official Statement in accordance with, and as part of, their responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Un derwriters do not guarantee the accuracy or completeness of such information.

Statements in this Official Statement are made as of the date hereof unless stated otherwise and neither the delivery of this Official Statement at any time, nor any sales thereu nder, shall under any circumstances create an implication that the information contained herein is correct as of any time subsequent to the date hereof. Certain statements included or incorporated by reference in this Official Statement constitute “forward-looking statements. ” Such statements are generally identifiable by the terminology used, such as “ plan,” “project,” “expect,” “anticipate,” “intend,” “believe,” “estimate,” “budget” or other similar words. The achievement of certain results or other expectations contained in such forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements described to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The City does not plan to issue any updates or revisions to those forward- looking statements if or when its expectations or events, conditions or circumstances on which such statements are based occur.

THE 2024 SECOND SERIES BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “ SEC”) UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANC E UPON AN EXEMPTION CONTAINED IN SUCH ACT. THE INDENTURE HAS NOT BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACT.

This Official Statement, including any supplement or amendment hereto, is intended to be deposited with the Municipal Securities Rulemaking Board through the Electronic Municipal Marketplace Access (“EMMA”) website. The City maintains a website. However, the information presented therein is not part of this Official Statement and should not be relied upon in making investment decisions with respect to the 2024 Second Series Bonds. The references to internet websites in this Official Statement are shown for reference and convenience only; unless explicitly stated to the contr ary, the information contained within the websites is not incorporated herein by reference and does not constitute part of this Official Statement.

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201102414.3

CITY OF GLENDALE, CALIFORNIA

CITY COUNCIL
Elen Asatryan, Mayor
Ara Najarian, Councilmember
Vartan Gharpetian, Councilmember
Ardy Kassakhian, Councilmember
Daniel Brotman, Councilmember

CITY OFFICIALS AND STAFF
Roubik Golanian, City Manager
Rafi Manoukian, City Treasurer
Michael J. Garcia, City Attorney
Jason Bradford, Director of Finance and Information Technology

GLENDALE WATER AND POWER COMMISSION
Nina Jazmadarian, President
Joel Peterson, Member
Alex Fay, Member
Chris Lowery, Member
Roland Kedikian, Member

UTILITY STAFF
Mark Young, General Manager of Glendale Water and Power Daniel Scorza, Chief Assistant General Manager, Electric Scott Mellon, Assistant General Manager, Power Management Adrine Isayan, Assistant General Manager, Finance and Risk Management

BOND COUNSEL

AND DISCLOSURE COUNSEL
Norton Rose Fulbright US LLP
Los Angeles, California

MUNICIPAL ADVISOR
PFM Financial Advisors LLC
Los Angeles, California

TRUSTEE
The Bank of New York Mellon Trust Company, N.A.

Los Angeles, California

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TABLE OF CONTENTS
Page
INTRODUCTION ....................................................................................................................................... 1 Purpose ........................................................................................................................................... 1 Authority for Issuance..................................................................................................................... 2 The City .......................................................................................................................................... 2 Security and Sources of Payment for the Bonds ............................................................................. 2 Parity Bonds and Obligations ......................................................................................................... 3 Parity Reserve Fund ........................................................................................................................ 3 Rate Covenant ................................................................................................................................. 3 Continuing Disclosure .................................................................................................................... 3 Other Matters .................................................................................................................................. 3 PLAN OF FINANCE ................................................................................................................................... 4 2024 Second Series Bonds .............................................................................................................. 4 ESTIMATED SOURCES AND USES OF FUNDS ................................................................................... 4 ELECTRIC SYSTEM DEBT SERVICE REQUIREMENTS ..................................................................... 5 THE 2024 SECOND SERIES BONDS ....................................................................................................... 5 General ........................................................................................................................................... 5 Redemption ..................................................................................................................................... 5 SECURITY AND SOURCES OF PAYMENT FOR THE BONDS ........................................................... 7 General ........................................................................................................................................... 7 Rate Covenant ................................................................................................................................. 8 Funds and Accounts; Electric Works Revenue Fund ...................................................................... 8 Parity Reserve Fund ........................................................................................................................ 9 Additional Bonds .......................................................................................................................... 10 Investment of Funds ...................................................................................................................... 11 Limitations on Remedies; Legislative and Other Changes ........................................................... 12 THE PROJECTS ........................................................................................................................................ 12 Grayson Repowering Project ........................................................................................................ 12 Scholl Canyon Landfill Biogas Renewable Generation Project ................................................... 13 Other Electric System Improvements ........................................................................................... 13 GLENDALE WATER AND POWER ...................................................................................................... 13 General Description ...................................................................................................................... 13 Management of the Department .................................................................................................... 14 Glendale Water and Power Governance ....................................................................................... 15 Employees of Glendale Water and Power .................................................................................... 16 Pension Plan .................................................................................................................................. 16 Post-Retirement Health Benefits ................................................................................................... 16 Insurance ....................................................................................................................................... 17 THE ELECTRIC SYSTEM ....................................................................................................................... 18 History and General ...................................................................................................................... 18 Principal Existing Facilities; Resources Generally ....................................................................... 18 138 of 724

TABLE OF CONTENTS
(continued)
Page

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Power Supply ................................................................................................................................ 20 Joint Powers Agency Resources/Remote Ownership Interests ..................................................... 22 Purchased Power ........................................................................................................................... 26 Fuel Supply ................................................................................................................................... 27 Existing Transmission Resources ................................................................................................. 28 Wholesale Transactions ................................................................................................................ 31 Interconnections and Distribution Facilities ................................................................................. 31 Electric Rates and Charges ........................................................................................................... 31 Customers, Energy Sales, Revenues and Demand ........................................................................ 34 Capital Requirements .................................................................................................................... 35 Transfers to the General Fund ....................................................................................................... 35 Indebtedness; Joint Powers Agency Obligations .......................................................................... 36 Historical Operating Results and Debt Service Coverage ............................................................ 39 Wildfire Mitigation Measures ....................................................................................................... 41 Litigation ....................................................................................................................................... 42 CERTAIN RISK FACTORS ..................................................................................................................... 42 Bonds are Limited Obligations ..................................................................................................... 43 Limitations on Remedies .............................................................................................................. 43 Electric System Expenses and Collections ................................................................................... 43 Rate Regulation ............................................................................................................................. 43 Certain Factors Affecting the Electric Utility Industry ................................................................. 44 Proposition 218 and Proposition 26 .............................................................................................. 44 Future Initiatives ........................................................................................................................... 45 Loss of Tax Exemption ................................................................................................................. 46 Casualty Risk ................................................................................................................................ 46 Cybersecurity ................................................................................................................................ 46 DEVELOPMENTS IN THE CALIFORNIA ENERGY MARKETS ....................................................... 47 State Legislation and Regulatory Proceedings .............................................................................. 47 Impact of California Energy Market Developments ..................................................................... 53 OTHER FACTORS AFFECTING THE ELECTRIC UTILITY INDUSTRY .......................................... 54 Federal Energy Legislation ........................................................................................................... 54 Federal Regulation of Transmission Access ................................................................................. 54 Federal Policy on Cybersecurity ................................................................................................... 55 Environmental Issues .................................................................................................................... 56 Changing Laws and Requirements Generally ............................................................................... 58 Other Factors ................................................................................................................................. 58 139 of 724

TABLE OF CONTENTS
(continued)
Page

- iii -
RATINGS .................................................................................................................................................. 59 MUNICIPAL ADVISOR ........................................................................................................................... 60 UNDERWRITING .................................................................................................................................... 60 CONTINUING DISCLOSURE ................................................................................................................. 60 TAX MATTERS ........................................................................................................................................ 60 LITIGATION ............................................................................................................................................. 63 ELECTRIC SYSTEM FINANCIAL STATEMENTS .............................................................................. 63 APPROVAL OF LEGAL PROCEEDINGS .............................................................................................. 63 EXECUTION AND DELIVERY .............................................................................................................. 64

APPENDIX A – THE CITY OF GLENDALE ................................................................................... A-1 APPENDIX B – AUDITED FINANCIAL STATEMENTS OF THE CITY ’S ELECTRIC SYSTEM FOR THE FISCAL YEAR ENDED JUNE 30, 2023 .............................. B-1 APPENDIX C – BOOK-ENTRY SYSTEM ....................................................................................... C-1 APPENDIX D – SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE OF TRUST ..................................................................................................................... D-1 APPENDIX E – FORM OF CONTINUING DISCLOSURE AGREEMENT ................................... E-1 APPENDIX F – PROPOSED FORM OF OPINION OF BOND COUNSEL ..................................... F-1 APPENDIX G – ELECTRIC SYSTEM DEBT SERVICE REQUIREMENTS ................................. G-1

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201102414.3

OFFICIAL STATEMENT
Relating to
$[PAR AMOUNT]*

CITY OF GLENDALE, CALIFORNIA
ELECTRIC REVENUE BONDS, 2024 SECOND SERIES

INTRODUCTION
This Introduction is subject in all respects to the more complete information contained elsewhere in this Official Statement, and the offering of the 2024 Second Series Bonds to potential investors is made only by means of the entire Official Statement. Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Indenture of Trust. See “ APPENDIX D – SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE OF TRUST – Definitions” herein.

Purpose
The purpose of this Official Statement, which includes the cover page, inside cover page and Appendices hereto, is to set forth certain information in connection with the issuance and s ale by the City of Glendale, California (the “City” or “Glendale”) of $[PAR AMOUNT]* aggregate principal amount of its Electric Revenue Bonds, 2024 Second Series (the “2024 Second Series Bonds”).

The 2024 Second Series Bonds are being issued to provide m oneys for (i) paying 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 75 megawatt/300 megawatt-hour battery energy storage system, (b) of acquisition and construction of the Scholl Canyon Landfill B iogas Renewable Generation Project (the “ Biogas Renewable Generation Project”), consisting of the installation of four gas engine generators, along with a landfill gas cleanup system, and (c) of acquisition and construction of certain improvements to the C ity’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 the Parity Reserve Fund under the Indenture of Trust (as defined below), and (iii) paying the costs of issuance of the 2024 Second Series Bonds, as more fully described herein. See “THE PROJECTS” herein.

See “PLAN OF FINANCE” and “ESTIMATED SOURCES AND USES OF FUNDS” herein.

The 2024 Second Series Bonds will be being issued on a parity the Electric Revenue Bonds, 2016 Refunding Series (the “2016 Refunding Bonds ”), the Electric Revenue Bonds, 2024 Series (the “ 2024 Bonds”) and the Electric Revenue Bonds, 2024 Refunding Series (the “2024 Refunding Bonds”). The 2016 Refunding Bonds, the 2024 Series Bonds, the 2024 Refunding Series and the 2024 Second Series Bonds and any bonds hereafter issued on a parity therewith are collectively referred to herein as the “Bonds.”

* Preliminary, subject to change.
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Authority for Issuance
The 2024 Second Series Bonds are authorized and issued pursuant to the Charter of the City, as amended (the “ Charter”), including Article XXVI thereof, Ordinance No. [_____] adopted by the City Council of the City (the “ City Council ”) on [_____], 2024, and by an Indenture of Trust, dated as of February 1, 2000, by and between the City and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Trustee”), as supplemented and amended, including as supplemented by the Tenth Supplement to Indenture of Trust relating to the 2024 Second Series Bonds ( “Tenth Supplement al Indenture”), each by and between the City and the Trustee (collectively, the “Indenture of Trust”).

The City
The City is a charter city of the State of California (the “State”), comprising approximately 31 square miles, in the County of Los Angeles (the “County”) in the eastern portion of the San Fernando Valley. The City is the fourth most populous city in the County, and borders on the city limits of the City of Los Angel es directly to the south. It also shares common boundaries with the City of Pasadena (“Pasadena”) on the east and the City of Burbank ( “Burbank”) on the north and northwest. The City is seven miles from downtown Los Angeles, 15 miles from Los Angeles International Airport, 30 miles from Ontario International Airport and minutes from the Burbank-Glendale-Pasadena Airport. See “APPENDIX A – THE CITY OF GLENDALE” herein.

The City owns and operates its electric public utility (the “Electric System”), which was established by the Charter. The Electric System is managed and controlled by the power division of Glendale Water and Power (the “Department” or “GWP”) and supplies electricity to virtually all of the electric customers within the City limits. For the Fiscal Year ended June 30, 2023, the customer base of the Electric System was comprised of approximately 77,188 residential customers, 13,369 commercial and industrial customers, and 21 other (governmental) customers. The service area is approximately 31 square miles, with an estimated population of approximately 191,000 as of January 1, 2023.

The Electric System’s 503.5 MW resource mix as of June 30, 2023 included 286 MW gross name plate capacity of local steam and gas turbines and long-term purchase contracts (remote generation) from a variety of sources, including hydroelectric, coal and nuclear generating units. Although these resources are, and the re sources upon completion of the Projects are expected to be, sufficient to meet the City ’s current daily loads, a portion of the Electric System’s energy supply is purchased on the wholesale hourly, daily and month-ahead spot markets. See “THE ELECTRIC SYSTEM” herein.

Security and Sources of Payment for the Bonds
The Bonds (including the 2024 Second Series Bonds) are an obligation of the City payable solely from the Electric Works Revenue Fund of the Department and certain other funds as provided in the Indenture of Trust. The 2024 Second Series Bonds will be secured by a pledge of and lien upon Net Income of the Electric System on a parity with the 201 6 Refunding Bonds, the 2024 Bonds, the 2024 Refunding Bonds and any other parity obligations of the Electr ic System payable from Net Income of the Electric System issued from time to time. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS” herein.

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premium upon the redemption of any thereof prior to maturity are not a debt of the City nor a legal or equitable pledge, charge, lien or encumbrance upon any of its property or upon any of its income, receipts or revenues, except the Net Income and certain other funds that are pledged pursuant to the Indenture of Trust to the payment of the Bonds, interest thereon and any premium upon redemption.

Parity Bonds and Obligations
There are currently outstanding $ [____] aggregate principal amount of 2016 Refunding Bonds, $[____] aggregate principal amount of 2024 Bonds and $ [_____] aggregate principal amount of 2024 Refunding Bonds, all secured on a parity by Net Income under the Indenture of Trust.

The City may issue additional Bonds and Parity Obligations under the Indenture of Trust. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Additional Bonds” herein.

The City expects to issue additional Bonds in [____], 2025 in the approximate principal amount of $[____] to fund additional costs of the Project.

Parity Reserve Fund
The City has established the Parity Reserve Fund. The Parity Reserve Fund will be pledged to and may be used solely for payment of debt service on the Bonds and any Parity Obligations secured thereby in the event that money in the Parity Obligation Payment Fund or any comparable fund established for the payment of principal and interest on the Parity Obligati ons secured thereby is insufficient therefor. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – Parity Reserve Fund” herein.

Rate Covenant
The City has covenanted in the Indenture of Trust that the rates for services furnished by the Electric System will be set so as to provide Gross Revenues for each Fiscal Year at least sufficient to pay the principal of and interest on the Bonds and all Pa rity Obligations for such Fiscal Year and all other obligations and indebtedness payable from the Electric Works Revenue Fund for such Fiscal Year or from any fund derived therefrom, and also the Maintenance and Operating Expenses for such Fiscal Year, and shall be set so that the Net Income of the Electric System for each Fiscal Year will be at least equal to 1.10 times the amount necessary to pay principal and interest as the same become due on all Bonds and Parity Obligations for such Fiscal Year. Gross Revenues for such purposes includes amounts on deposit in certain unrestricted funds or accounts of the City. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – General” and “– Rate Covenant” herein.

Continuing Disclosure
The City will covenant for the benefit of the Owners and beneficial owners of the 2024 Second Series Bonds to provide certain financial information and operating data relating to the Electric System and to provide notices of the occurrence of certain enumerated events. See “ CONTINUING DISCLOSURE” and “APPENDIX E – FORM OF CONTINUING DISCLOSURE AGREEMENT” herein.

Other Matters
This Official Statement speaks only as of its date, and the information and expressions of opinions contained herein are subject to change without notice, and nei ther delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City (including the Electric System) since the date hereof. This Official 143 of 724

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Statement, including any supplement or amendment hereto, is intended to be deposited with one or more repositories. Forward looking statements in this Official Statement are subject to risks and uncertainties, including those relating to competition and electr ic industry restructuring, and the economy of the City ’s service area.

This Official Statement includes summaries of the terms of the 2024 Second Series Bonds, the Indenture of Trust, the Continuing Disclosure Agreement and certain contracts and other arrangements for the supply of capacity and energy. The summaries of and references to all agreements, documents, statutes, reports and other instruments referred to herein do not purport to be complete, comprehensive or definitive, and each such summary and reference is qualified in its entirety by reference to each such agreement, document, statute, report or instrument. The capitalization of any word not conventionally capitalized, or otherwise defined herein, indicates that such word is defined in a parti cular agreement or other document and, as used herein, has the meaning given to it in such agreement or document.

Copies of the Indenture of Trust and the Continuing Disclosure Agreement are available for inspection at the offices of the City and will be available upon request and payment of any applicable costs from the Trustee.

PLAN OF FINANCE
2024 Second Series Bonds
The 2024 Second Series Bonds are being issued to provide moneys for (i) paying the costs of the Projects, (ii) making a deposit to the Parity Reserve Fund under the Indenture of Trust, and (iii) paying the costs of issuance of the 2024 Second Series Bonds, as more fully described herein.

The Projects to be financed with the proceeds of the 2024 Second Series Bonds consist of a number of capital improvements. See “THE PROJECTS” herein.

ESTIMATED SOURCES AND USES OF FUNDS
The estimated sources and uses of funds in connection with the 2024 Second Series Bonds are as follows:

Sources:

Principal Amount of 2024 Second Series
Bonds
$
[Net] Original Issue Premium
Total Sources $
Uses:

Deposit to Construction Fund $
Parity Reserve Fund Deposit
Deposit to Parity Obligation Payment Fund
Cost of Issuance(1)
Total Uses $

(1) Includes Bond and Disclosure Counsel fees, Trustee fees, municipal advisor fees, rating agencies ’ fees, printing costs, underwriters ’ discount and other miscellaneous expenses.
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ELECTRIC SYSTEM DEBT SERVICE REQUIREMENTS
The debt service requirements of the Electric System are set forth in Appendix G. See “APPENDIX G – ELECTRIC SYSTEM DEBT SERVICE REQUIREMENTS” herein.

THE 2024 SECOND SERIES BONDS
General
The 2024 Second Series Bonds will be dated their date of delivery and will bear interest from such date at the rates per annum and will mature on February 1 in the years set forth on the inside cover page of this Official Statement. Interest on the 2024 Second Series Bond s will be payable semiannually on February 1 and August 1, commencing February 1, 2025, and will be calculated on the basis of a 360- day year comprised of twelve 30-day months.

Interest with respect to any 2024 Second Series Bond shall be payable from the Interest Payment Date next preceding the date of authentication thereof unless such date of authentication is during the period from the close of business on the fifteenth day of the month immediately preceding an Interest Payment Date (a “Record Date”) to and including the next succeeding Interest Payment Date, in which case interest with respect thereto shall be payable from such Interest Payment Date, or unless such date of authentication is prior to the Record Date for the first Interest Payment Date, in which case interest with respect thereto shall be payable from the date of delivery of such 2024 Second Series Bond; provided, however, that if at the time of authentication of any 2024 Second Series Bond, interest with respect thereto is in default, interest with respect thereto shall be payable from the Interest Payment Date to which interest has previously been paid. Payment of interest with respect to any 2024 Second Series Bond shall be made to the person appearing on the Bond Register as the Owner thereof as of the Record Date, such interest to be paid by check or draft of the Trustee, payable in lawful money of the United States of America and mailed on the Interest Payment Date to such Owner at his or her address as it appears on the Bond Register; provided, that in the case of an Owner of $1,000,000 or more in aggregate principal amount of 2024 Second Series Bonds, upon written request of such Owner delivered to the Tru stee not less than 20 days prior to any Interest Payment Date, such interest shall be paid in immediately available funds by wire transfer to an account specified by the Owner in such written request on the following Interest Payment Date.

The 2024 Second Series Bonds are being issued in fully registered form, and when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). So long as Cede & Co. is the registered owner of the 2024 Second Series Bonds, references herein to the owners or registered owners shall mean Cede & Co., and not the beneficial owners of the 2024 Second Series Bonds. See “APPENDIX C – BOOK–ENTRY SYSTEM” herein.

Redemption
Optional Redemption. The 2024 Second Series Bonds maturing on or prior to February 1, 20__ are not subject to redemption prior to maturity. The 2024 Second Series Bonds maturing on and after February 1, 20__ are subject to redemption prior to maturity, at the option of the City, as a whole or in part, on February 1, 20__ or on any date thereafter, in any order of maturity as directed in writing by the City and by lot within a maturity, from funds derived by t he City from any legal source, at a redemption price equal to 100% of the principal amount of the 2024 Second Series Bond s to be redeemed, together with accrued interest to the redemption date.

Mandatory Sinking Fund Redemption. The 2024 Second Series Bonds listed below are subject to mandatory sinking fund redemption prior to maturity, in part, at a redemption price of one hundred percent 145 of 724

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(100%) of the principal amount thereof plus interest accrued to the redemption date, in the following principal amounts and on the dates set forth below:
2024 Second Series Bonds Maturing on February 1, 20__

Mandatory Sinking Fund
Payment Date
(February 1)
Mandatory Sinking
Fund Payment
$

* Maturity.
2024 Second Series Bonds Maturing on February 1, 20__

Mandatory Sinking
Fund Payment Date
(February 1)
Mandatory Sinking
Fund Payment
$

* Maturity.

Redemption Procedures
Notice of Redemption. Notice of redemption shall be mailed, postage prepaid, to (i) the registered Owners of the Bonds and (ii) one or more information services, in each case at least 30 days but not more than 60 days prior to the redemption date. Notice of redemption shall also be given by telecopy, certified, registered or overnight mail to certain securities depositories one day prior to the mailing of notice of redemption to the Owners and the information services. The notice of redemption shall (a) state the redemption date; (b) state the distinguishing designation of the Bonds to which such notice relates; (c) state the redemption price; (d) state the numbers and the date or dates of maturity of the Bonds to be redeemed, provided, however, that whenever any call includes all of the Outstanding Bonds subject t o call, the numbers of the Bonds need not be stated; (e) state the place where the redemption will be made; and (f) give notice that further interest on such Bonds will not accrue after the designated redemption date or dates.

The actual receipt by the Owner of any Bond of notice of such redemption shall not be a condition precedent to the redemption, and failure to receive such notice shall not affect the validity of the proceedings for the redemption of such Bonds or the cessation of interest on the redemption date.

So long as the DTC book- entry system is used for the Bonds, the Trustee will give any notice of redemption required to be given to the registered Owners of the Bonds only to DTC.

Effect of Redemption. When notice of redemption has been given, and when the amount necessary for the redemption of the Bonds called for redemption (principal and any premium) is set aside for that purpose, the Bonds designated for redemption shall become due and payable on the redemption date, and 146 of 724

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upon presentation and surrender of the Bonds, at the place specified in the notice of redemption, such Bonds shall be redeemed and paid at said redemption price, and no interest shall accrue on such Bonds called for redemption after the redemption date.

SECURITY AND SOURCES OF PAYMENT FOR THE BONDS
General
The Bonds are an obligation of the City payable solely from the Electric Works Revenue Fund of the Department and certain other funds as provided in the Indenture of Trust. The Bonds are secured by a pledge of and lien upon Net Income of the Electric System on a parity with other obligations of the Electric System payable from Net Income of the Electric System that may be issued from time to time. The Bonds are not secured by or payable from revenues of the City’s water system (the “Water System”).

The general fund of the City is not liable for the payment of any Bond, any premium thereon upon redemption prior to maturity or interest thereon, nor is the credit or taxing power of the City pledged for the payment of any Bond, any premium thereon upon redemption prior to maturity or interest thereon. The Owner of any Bond shall not compel the exercise of the taxing power by the City or the forfeiture of any of its property. The principal of and interest on the Bonds and any premium upon the redemption of any thereof prior to maturity are not a debt of the City nor a legal or equitable pledge, charge, lien or encumbrance upon any of its property or upon any of its income, receipts or revenues, except the Net Income and certain other funds that are pledged pursuant to the Indenture of Trust to the payment of the Bonds, interest thereon and any premium upon redemption.

Certain of the City ’s obligations to joint powers agencies, including obligations with respect to bonds issued by such joint powers agencies, are payable by the City from the Electric Works Revenue Fund as Maintenance and Operating Expenses, prior to the payment of the Bonds and any Parity Obligations. “Net Income ” is defined in the Indenture of Trust as Gross Revenues less Maintenance and Operating Expenses. “Gross Revenues” means all revenues, charges, income and receipts derived by the Department from the operation of the Electric System or arising from the Electric System (including all revenues, charges, i ncome and receipts received by the Department from the services, facilities, and distribution of electric energy by the Department), including, but not limited to (i) income from investments and (ii) only for the purposes of determining compliance with the rate covenant in the Indenture of Trust, the amounts on deposit in any other unrestricted funds of the Electric System designated by the City Council by resolution (or by approval of a budget of the Electric Works Revenue Fund providing for such transfer) and available for the purpose of paying Maintenance and Operating Expenses and/or debt service on the Bonds and/or any Parity Obligations, but excepting therefrom (a) all refundable charges and deposits to secure electric service and (b) any charges collected by any person to amortize or otherwise relating to the payment of the uneconomic portion of costs associated with assets and obligations (“stranded costs”) of the Electric System or of any joint powers agency in which the City participates which the City has dedicated solely to the payment of obligations other than the Bonds or any Parity Obligations then outstanding, the payments of which obligations will be applied solely to or pledged solely to or otherwise set aside solely for the reduction or retirement of outstanding obligations of the City or any joint powers agency in which the City participates relating to such “stranded costs” of the City or of any such joint powers agency to the extent such “stranded costs” are attributable to, or the responsibility of, the City. “Maintenance and Operating Expenses ” is defined in the Indenture of Trust to mean the amount required to pay the reasonable expenses of management, repair and other costs of the nature of costs which have historically and customarily been accounted for as such, necessary to operate, maintain and preserve the Electric System in good repair and working order, including but not limited to, the cost of supply and 147 of 724

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transmission of electric energy under long-term contracts or otherwise and the expenses of conducting the power division, but excluding depreciation. “ Maintenance and Operating Expenses” shall (i) include all amounts required to be paid by the City under contract with a joint powers agency for purchase of capacity, energy, transmission capability or any other commodities or services in connection with the foregoing, which contract requires payments by the City to be made under the Indenture of Trust to be treated as Maintenance and Operating Expenses and (ii) exclude during a Fiscal Year any Maintenance and Operating Expenses paid during such Fiscal Year (or expected to be paid during such Fiscal Year, for the purpose of determining compliance with the rate covenant in the Indenture of Trust) from any fund or account that is not a fund or account established pursuant to the Indenture of Trust and that is not pledged to the payment of the Bonds and Parity Obligations. “Maintenance and Operating Expenses ” shall not include any payments from Gross Revenues to the City for payments -in-lieu of taxes and any transfers to the City’ s general fund.

Rate Covenant
So long as any of the Bonds are Outstanding, the City covenants with the Owners of the Bonds that the rates to be charged for services furnished by the Electric System shall be set so as to provide Gross Revenues for each Fiscal Year at least sufficient to pay, as the same become due, the principal of and interest on the Bonds and Parity Obligations for such Fiscal Year and all other obligations and indebtedness payable from the Electric Works Revenue Fund for such Fiscal Year (including the payment of any amounts owing to the provider of any surety bond, insurance policy or letter of credit with respect to the Bonds or any Parity Obligations, which amounts are payable from the Electric Works Revenue Fund) or from any fund derived therefrom, and also the Maintenance and Operating Expenses for such Fiscal Year, and shall be so set such that the Net Income of the Electric System for each Fiscal Year shall be at least equal to 1.10 times the amount necessary to pay principal and interest as the same become due, on all Bonds and Parity Obligations for such Fiscal Year. See “ APPENDIX D – SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE OF TRUST – Definitions – Gross Revenues” and “– Covenants – Rates and Charges.” Funds and Accounts; Electric Works Revenue Fund
The Charter establishes the Electric Works Revenue Fund and permits the establishment of such funds as the City Council may deem necessary to facilitate the issuance and sale of Bonds or for the protection or security of the Owners of the Bonds.

Under the provisions of the Charter, all Gross Revenues shall be deposited in the Electric Works Revenue Fund. The Charter further provides that all disbursements (except disbursements payable from the electric works depreciation fund) provided in the Department’s budget on account of the electric works shall be paid from the Electric Works Revenue Fund.

Any Gross Revenues remaining in the Electric Works Revenue Fund at the end of a Fiscal Year, except as otherwise provided in a Supplemental Indenture of Trust, shall be held free and clear of the Indenture of Trust by the City, and the City may use and apply such remaining amount for any lawful purpose of the City, including, but not limited to, the redemption of Bonds or Parity Obligations upon the terms and conditions set forth in the Supplemental Indenture of Trust or other instrument authorizing such Bonds or Parity Obligations, the purchase of Bonds or Parity Obligations as and when and at such prices as the City may determine, and the payment of any subordinate obligations in accordance with the instruments authorizing such subordinate obligations; provided, however, that any such remaining Gross Revenues shall be transferred to the Glendale Wat er and Power Surplus Fund established pursuant to Section 22 of Article XI of the Charter if and to the extent required by the Charter. In addition, the City Council, as required by the Charter, transfers moneys to the City’ s general fund from the Glendal e Water and Power Surplus Fund each year. See “THE ELECTRIC SYSTEM – Transfers to the General Fund of the City.” 148 of 724

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Parity Reserve Fund
The Indenture of Trust establishes the Parity Reserve Fund to be held by the Trustee. The Parity Reserve Fund shall be maintained in an amount equal to the Reserve Fund Requirement, less any moneys on deposit in an unrestricted fund or account of the Elec tric System as permitted in the definition of “Reserve Fund Requirement.” “Reserve Fund Requirement” is defined in the Indenture of Trust to mean, as of any date of determination and excluding therefrom any Bonds or Parity Obligations for which no reserve fund is to be maintained or for which a separate reserve fund is to be maintained, the least of (a) ten percent (10%) of the issue price of each Series of Bonds and Parity Obligations to be secured by the Parity Reserve Fund as determined under the Internal Revenue Code of 1986, (b) the maximum Annual Debt Service for the current or any subsequent year on all Bonds and Parity Obligations to be secured by the Parity Reserve Fund, or (c) one hundred twenty-five percent (125%) of the Average Annual Debt Service on all Bonds and Parity Obligations to be secured by the Parity Reserve Fund, all as computed and determined by the City; provided, that with respect to such least amount, up to fifty percent (50%) of such least amount may be held in any unrestricted fund or account of the Electric System that is not pledged to secure the payment of the Bonds and any Parity Obligations; provided further, that such requirement (or any portion thereof) may be provided by the City delivered to the Trustee for credit to the Parity Reserve Fund, one or more policies of municipal bond insurance or surety bonds issued by a municipal bond insurer if the obligations insured by such insurer have ratings at the time of issuance of such policy or surety bond equal to “Aaa” assigned by Moody’s Investors Service and “AAA” assigned by Standard & Poor’s (and if such insurance company is rated by A.M. Best & Company, such insurance company is rated in the highest rating category by A.M. Best & Company) or by a letter of credit issued by a bank or other institution if the obligations issued by such bank or other institution have ratings at the time of issuance of such letter of credit equal to “Aa” or higher assigned by Moody’ s Investors Service or “ AA” or higher assigned by Standard & Poor’s.

At the time of issuance of the 2024 Second Series Bonds, the Reserve Fund Requirement will be satisfied to the maximum extent permitted in the definition of “Reserve Fund Requirement” (i.e., 50% of one hundred twenty-five percent of the Average Annual Debt Service on the Bonds (which, upon issuance of the 2024 Second Series Bonds, will consist of the 2016 Refunding Bonds, the 2024 Bonds, the 2024 Refunding Bonds and the 2024 Second Series Bonds) and any Parity Obligations (of which none will exist at the time of issuance of the 2024 Second Series Bonds)) by moneys held in an unrestricted fund or account of the Electric System that is not pledged (and for which no lien exists) to secure the payment of the Bonds and any Parity Obligations. Moneys held in s uch unrestricted fund or account may be used for many purposes, and are not pledged for the payment of principal of and interest on the Bonds and Parity Obligations secured by the Parity Reserve Fund. At the time of issuance of the 2024 Second Series Bonds, the Reserve Fund Requirement for the Bonds will be $_______ *. At the time of issuance of the
2024 Second Series Bonds, approximately $_______* of such amount will be held in investment securities and approximately $______* will be held in such unrestricted funds or accounts.

The Parity Reserve Fund is pledged to, and shall be used solely for, the purpose of paying the principal of and interest on the Bonds and Parity Obligations secured by the Parity Reserve Fund (and only those Bonds and Parity Obligations secured by the Parity Reserve Fund) in the event that money in the Parity Obligation Payment Fund or any comparable fund established for the payment of principal and interest on the Parity Obligations secured thereby is insufficient therefor, and for that purpose money shall be transferred from the Parity Reserve Fund to the Parity Obligation Payment Fund. Whenever money is transferred from t he Parity Reserve Fund, an equal amount of money shall be transferred to the Parity

* Preliminary, subject to change.
* Preliminary, subject to change.
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Reserve Fund from the first available money in the Electric Works Revenue Fund (after the payment of Maintenance and Operating Expenses and after transfers to the Parity Obligation Payment Fund) if required to bring the balance on deposit in the Parity Reserve Fund up to the Reserve Fund Requirement.

Additional Bonds
The Indenture of Trust provides that (except for bonds issued under Article XXVI of the Charter, or otherwise, to refund Bonds or Parity Obligations, payable from the Electric Works Revenue Fund, which may be issued at any time without meeting the test set forth below) no additional indebtedness of the City payable out of the Electric Works Revenue Fund on a pari ty with the Bonds and any Parity Obligations (collectively referred to in the Indenture of Trust as “ parity indebtedness”) shall be created or incurred unless:
(1) The Net Income during any twelve (12) consecutive calendar months out of the immediately preceding eighteen (18) calendar month period, plus, at the option of the City, any or all of the items designated as (a) and (b) below, shall have amounted to at least one hundred ten percent (110%) of the aggregate of the (i) amount of intere st to accrue and (ii) payments of principal required to be made in the Fiscal Year ending thereafter in which such aggregate will be the greatest on all Bonds and such Parity Obligations to be Outstanding immediately subsequent to the incurring of such add itional parity indebtedness, as certified by a Certificate of the City; or (2) The projected Net Income during the first complete Fiscal Year following issuance of such parity indebtedness when the improvements to the Electric System financed with the proceeds of the parity indebtedness shall be in operation, plus, at the option of the City, any or all of the items designated as (a) and (b) below, shall have amounted to at least one hundred ten percent (110%) of the aggregate of the (i) amount of interest t o accrue and (ii) payments of principal required to be made in the Fiscal Year ending thereafter in which such aggregate will be the greatest on all Bonds and such Parity Obligations to be Outstanding immediately subsequent to the incurring of such additional parity indebtedness, as certified by a Certificate of the City.

The items any or all of which may be added to such Net Income for the purpose of meeting either of the requirements set forth in clauses (1) or (2) above are the following:
(a) An allowance for any increase in Net Income (including, without limitation, a reduction in Maintenance and Operating Expenses) which may arise from any additions to or extensions or improvements of the Electric System to be made or acquired with the proceeds of such additional parity indebtedness or with the proceeds of bonds previously issued, and also for Net Income from any such additions, extensions or improvements which have been made or acquired with moneys from any source but which, during all or any part of such Fiscal Year or such twelve (12) consecutive calendar month period out of the immediately preceding eighteen (18) calendar month period, were not in service, all in an amount equal to the estimated additional average annual Net Income (or estimated average annual reduction in Maintenance and Operating Expenses) to be derived from such additions, extensions or improvements for the first thirty -six (36) month period in which each addition, extension or improvement is to be in operation, all as shown by the Certificate of the City.
(b) An allowance for earnings arising from any increase in the charges made for the use of the Electric System which has become effective prior to the incurring of such additional parity 150 of 724

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indebtedness but which, during all or any pa rt of such Fiscal Year or such twelve (12) consecutive calendar month period out of the immediately preceding eighteen (18) calendar month period, was not in effect, in an amount equal to the amount by which the Net Income would have been increased if such increase in charges had been in effect during the whole of such Fiscal Year or such twelve (12) consecutive calendar month period out of the immediately preceding eighteen (18) calendar month period, as shown by the Certificate of the City.

Nothing in the Indenture of Trust limits the ability of the City to issue or incur obligations that are junior and subordinate in payment to the payment of the principal, premium, interest and reserve fund requirements for the Bonds and all Parity Obligations and which subordinate obligations are payable as to principal, premium, interest and reserve fund requirements, if any, only out of Net Income after the prior (i) payment of all amounts then due and required to be paid or set aside under the Indenture of Trust from Net Income for principal, premium, interest and reserve fund requirements for the Bonds and all Parity Obligations, as the same become due and payable and at the times and in the manner as required in the Indenture of Trust or any documents providing for t he issuance or incurrence of Parity Obligations and (ii) transfer to the Rebate Fund at the times and in the manner as required in the Indenture of Trust.

The City expects to issue additional Bonds in [____], 2025 in the approximate principal amount of $[____] to fund additional costs of the Project.

Investment of Funds
All moneys held in the funds and accounts established pursuant to the Indenture of Trust will be deposited or invested in Investment Securities, which include, among other things, any permi ssible investments of funds of the City as stated in its current Investment Policy and to the extent then permitted by law.

Gross Revenues are invested under the direction of the Treasurer of the City. The Treasurer manages the investment portfolio of the City and is charged to pursue the primary objectives of preservation of principal and liquidity, while attaining a yield commensurate with the cash flow needs and the investment risk constraints of the portfolio. As a result, the investment portfolio of the City has historically been weighted heavily in obligations of the U.S. Treasury and obligations of U.S. agencies and Government - sponsored enterprises. Investments in the City portfolio are typically held to maturity to minimize market risk.

The money management function and the fund accounting functions of the City’ s investment portfolio are separate functions. On a monthly basis, the Treasurer renders a report of investment activity to the City Council and the City Manager.

The City’s current Investment Policy provides that the City may invest in the following types of investments: U.S. Treasuries; obligations of federal agencies; bankers acceptances; commercial paper; FDIC insured (or collateralized) certificates of deposit; negotiable certificates of deposit; medium term notes; and the State of California Local Agency Investment Fund.

All investments, including the Investment Securities and those authorized by law from time to time for investments by public agencies, contain a certain degree of risk. Such risks include, but are not limited to, market risk, credit risk and reinvestment risk.

The City’s Investment Policy may be changed at any time by the City Council (subject to the State law provisions relating to authorized investments). There can be no assurance, therefore, that the State law 151 of 724

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and/or the Investment Policy will not be amended in the future to allow for investments that are currently not permitted under State law or the Investment Policy or that the objectives of the City with respec t to investments or its investment holdings at any point in time will not change.

Limitations on Remedies; Legislative and Other Changes
The rights of the Owners of the Bonds are subject to the limitations on legal remedies against cities and other public agencies in the State. Additionally, enforceability of the rights and remedies of the Owners of the Bonds, and the obligations incurred by the City, may become subject to various limitations. Further, the rights of Owners of the Bonds are also subject to future legislative changes, voter initiatives, referenda and charter amendments, among other things. See “CERTAIN RISK FACTORS” herein.

THE PROJECTS
Grayson Repowering Project
In July 2019, the Department completed its Integrated Resource Plan that identified approximately 93 MW of new (or repowered) local generation at the existing Grayson Power Plant site as the best option to meet regulatory requirements for reliability. The Department proposed to repower the existing Grayson Power Plant , excluding Unit 9, with three new Internal Combustion Engines ( “ICEs”) totaling approximately 56 MW (18.6 MW per unit) and a 75MW/ 300 MWh battery energy storage system. The ICEs were chosen because they have among the best simple-cycle efficiency in the market, can potentially run on hydrogen or renewable natural gas should these fuels become available in the future, have minimal water consumption, start up quickly, have extremely fast ramp capability, and have no output degradation over the resource lifetime. The improvements described above comprise the Grayson Repowering Project.

Originally commissioned in the 1940s, the Grayson Power Plant is well past its useful life and needs to be repowered in order to meet the current and future energy needs of the City of Glendale. Also, the South Coast Air Quality Management District’ s Rule 1135 requires GWP to commit to plan to bring the power plant uni ts into compliance with current day emission limit requirements. The Grayson Repowering Project will enhance the existing Grayson Power Plant’s position as an important component of the Electric System, providing efficient, reliable and cost effective ele ctricity to customers within the City by replacing older generation facilities at that site. Local generation, such as the existing Grayson Power Plant, protects customers in the community during extreme events where import of electrical power is disrupted, insufficient or unavailable.

The Final Environmental Impact Report of the Grayson Repower Project was certified on February 15, 2022. On March 1, 2022, the City Council approved the final design, demolition and construction of the project but delayed the decision on the number of ICE units until later in 2022. On August 16, 2022, the City Council approved the Limited Notice to Proceed Engineering Services for three ICE units. “THE ELECTRIC SYSTEM - Principal Existing Facilities; Resources Generally” for additional information about the history of the Grayson Power Plant and development of the Grayson Repowering Project.

The Grayson Repowering Project began in June 2023 with demolition and site improvements.

Completion of the proposed project is anticipated to be in mid-2026. Based upon current estimates, the cost for the Grayson Repowering Project is expected to be approximately $610 million including contingencies.

The final cost will not be known until the construction is completed. Nearly all of the estimated capital costs for the Grayson Repowering Project are expected to be financed by Glendale through the issuance of the 2024 Second Series Bonds and additional Bonds currently expected to be issued in 2025 and thereafter. 152 of 724

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As of June 30, 2023, five steam turbine units and two gas turbine generator combined cycle units were retired. The total book value of the seven units written off was approximately $28 million.

Scholl Canyon Landfill Biogas Renewable Generation Project The Scholl Canyon Landfil l is an existing Class II nonhazardous landfill located in the City that has been accepting waste since the 1960s. Between 1996 and 2017, the City was primarily burning the landfill gas from the Scholl Canyon Landfill in steam boilers located at the Grayson Power Plant via a 5.5- mile long underground dedicated pipeline. In 2018, based on Southern California Air Quality Management District (“SCAQMD”) directives, the City discontinued burning landfill gas in the Grayson boilers. Since then, the landfill gas has been burned in an existing flaring system onsite and operated by the Los Angeles County Sanitation District.

To ensure use of the existing landfill gas, as well as to provide a renewable energy resource, the City proposed the Biogas Renewable Generation Project to install four Jenbacher Gas Engine Generators with a related landfill gas cleanup system, on a 2.2- acre site at the Scholl Canyon Landfill. Per modeling done by the consultant on the future gas production and degradation of landfill gas after its closure, there will be sufficient gas production to run the proposed four engines until 2034, and three engines until 2042.

During this time, the Biogas Renewable Generation Project will generate approximately 12MW-10.5MW (four engines) and 9MW-7.7MW (three engines) of gross renewable power. After 2042, there will be only two engines running and generating an estimated 6MW of gross power.

On November 30, 2021, the City Council certified the Final Environmental Impact Report as well as approved the Conditional Use Permit and Special Recreation Permit. On January 24, 2023, the City Council approved the issuance of Full Notice to Proceed to purchase power island major equipment, as well as authorized the City Manager to execute a contract for the engineering, design, and construction of the Biogas Renewable Generation Project. A SCAQMD permit was approved on August 29, 2023. There are no other major permits needed.

Site work for the Biogas Renewable Generation Project commenced in September 2023, with completion anticipated in June 2025. Based upon current estimates, the cost for the Biogas Renewable Generation Project is expected to be approximately $7 4 million. The final cost will not be known until construction is completed.

Approximately 50% of the estimated capital costs for the Biogas Renewable Generation Project is expected to be financed through the issuance of the 2024 Second Series Bond s and additional Bonds currently expected to be issued in 2025 and thereafter.

Other Electric System Improvements
2024 Second Series Bond proceeds are also expected to be fund the costs of acquisition and construction of certain other improvements to the City’s Electric System, such as 4 to 12kv feeder upgrades, solar generation facilities installed on C ity properties, substation improvements, meter upgrades, vault replacement and transmission and distribution improvements and pole replacements.

GLENDALE WATER AND POWER
General Description
The City is a charter city of the State. The City Charter provides for the creation of major departments, including the Department which is responsible for construction, maintenance and operation 153 of 724

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of all public utilities owned or operated by the City, including the Electric System and a Water System.

The General Manager of Water and Power administers the Department under the authority of the City Manager and is charged with the operation of both the Electric System and the Water System.

The Department provides water and electricity to nearly all the residential, commercial and industrial customers within the City limits. The funds and accounts of the Electric System and the Water System are held separately, and the funds and accounts of one system are not pledged to the other system’s obligations.

Management of the Department
The City Council has established the Glendale Water and Power Commission (the “Commission”), which is an advisory commission with the power and duty to make recommendations to the City Council:
concerning (i) the operations and facilities of Glendale Water and Power and the need for changes or additions in its plant or in its operation; (ii) ways and means of financing changes and additions to the plant or the methods of operation; and (iii) changes of administrative policy which the commission deems desirable in order that the Department may better serve the people of Glendale. In addition, the Commission serves as an appellate board with respect to cases concerning energy and water meter tampering and water backflow prevention devices. The Commission may also exercise such other powers and duties as may be prescribed by ordinance not inconsistent with the City Charter.

The Electric System is under the direct management of the General Manager of Glendale Water and Power. Senior Management of the Department includes:

Mark Young, General Manager of Glendale Water and Power.

Mr. Young started his ca reer
with the Department in 1989, after starting his electrical power generation career with the United States Naval Nuclear Power program in 1981. Along with a Bachelor of Science degree from the University of Phoenix in Business Management, credits in Electrical Engineering, and a power plant operations certificate from Los Angeles Trade Technical College, Mr. Young has over 41 years of experience in power generation, operations, contract implementation and administration, marketing, and power resource planning. Mr. Young has provided dedicated service to the Glendale community for the past 34 years through the positions of Power Plant Control Operator, Electrical System Dispatcher, Senior Electrical System Dispatcher, Acting Power Scheduler, Energy Marke ter/Trader, Energy Trading Manager, Integrated Resources Planning Administrator/Manager, Deputy General Manager - Power Management, and Assistant General Manager – Power Management.

Chisom Obegolu, Chief Assistant General Manager, Water Services. Chisom O begolu is the Chief Assistant General Manager of Water Services. He is responsible for managing the water operational and business functions, which includes system operations, planning and water resources management. He oversees Water Engineering, Water Operation, Water Distribution, and Water Quality. Among his primary duties is to implement the water strategic plan and initiatives. Mr. Obegolu previously worked for Glendora Water where he served as the Assistant Director of Water Services. During his tenure at Glendora, he led a city-wide comprehensive water infrastructure assessment including an integrated water resources master plan and cost of service study. He also worked for The Metropolitan Water District of Southern California, where he served as th e Lead Engineer on several critical capital improvement projects, and a number of infrastructure reliability initiatives. Mr. Obegolu is a registered Civil Engineer in the State of California and earned a bachelor’s degree in Civil Engineering from The University of Texas at San Antonio and a master’s degree in Public Administration from California State University, Northridge.

Daniel Scorza, Chief Assistant General Manager, Electric. Mr. Daniel Scorza joined the Department in 2019 as the Chief Assistant General Manager – Electric Services. He oversees the Electrical 154 of 724

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Engineering and the Electrical Transmission & Distribution Operations and Construction sections. Mr.

Scorza previously worked for the Los Angeles Department of Water and Power (“LADWP”) for 36 years, and during his last 10 years there, he served LADWP as a Power Engineering Manager. He comes to the Department with a wealth of experience in areas such as utility engineering and system studies, operations, maintenance, corporate finance, corporate training, legislative matters, and engineering services contracts.

Mr. Scorza has a Bachelors in Science degree in Electrical Engineering (electronics) from California State University – Los Angeles ( “CSULA”), a Masters in Electrical Engineering degree (telecommunications/computer systems) from CSULA, a Masters in Electrical Engineering degree with an emphasis in Power Systems from University of Southern California (USC), and a Master ’s in Business Administration from the USC. Mr. Scorza is a registered P rofessional Electrical Engineer in the State of California.

Scott K. Mellon, Assistant General Manager, Power Management. Mr. Mellon began his engineering career in aerospace developing electrical subsystems for multiple aircraft such as reusable launch vehicles, stealth drones, and lighter-than-air platforms. Inspired by what he learned about software- based control systems and the potential for such systems in a smarter future electric grid, he joined Burbank Water and Power (BWP) in 2001. Mr. Mellon spent most of his tenure at BWP as a Principal Electrical Engineer and Project Manager in the Power Supply division, most re cently managing an Advanced Distribution Management System implementation. Joining the Department in September 2022 as the Assistant General Manager – Power Management, Mr. Mellon brings significant experience working with 24-hour operations staff maintai ning grid stability, implementing utility -scale energy projects, and overseeing renewable energy contract negotiations which are critical to meeting Renewable Portfolio Standards and City Council goals for carbon neutrality. Mr. Mellon has a Bachelor of Science in Electrical Engineering (BSEE) from University of California, Irvine where he earned a Specialization in Power System Design and was a team lead on a Hybrid Electric Vehicle Project competition. He is a licensed Professional Engineer in the State o f California (since 2001) and holds a Leadership certificate from Woodbury University.

Adrine Isayan, Assistant General Manager, Finance and Risk Management. Mrs. Isayan joined GWP management in February 2024. She was previously the Assistant Director o f Finance for the City.

She has 25 years of experience working for the City’s Finance Department. Throughout her career, she has worked in various capacities within the Finance Department, with the majority of her experience being in the City’s Budget, Ac counts Payable, and Payroll sections. Mrs. Isayan has significant experience in the preparation of financial forecasting and reporting. She has a dual Bachelor’s degree in Information Systems and in Finance, both from California State University, Northridge.

David Davis, Utility Finance Manager. Mr. Davis has over 35 years in accounting, financial reporting, management reporting and 20 years of progressively responsible, professional, broad- based electric and water utility experience. As Utility Finance Manager, he is charged with full management responsibility for financial reporting, budgeting and regulatory reporting for both Water and Electric utilities. Mr. Davis holds a Bachelor ’s degree in Accounting from the University of Akron. Additionally, Mr. Davis is a Certified Public Accountant licensed in the State of California.

Glendale Water and Power Governance
The City Council acts as the Board of Directors of the Department. The City Council consists of five members, who serve four year terms. Elect ions are held every two years, with three members up for election in one cycle and two members up for election in the next cycle. The mayor is chosen annually from among the council members to serve as mayor. The City Council ’s authority consists of, but is not limited to, establishing rates, approving budgets and approving the hiring of senior management. 155 of 724

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The current members of the City Council and their terms are:

Current Term Began Current Term Expires

Elen Asatryan, Mayor July 2022 June 2026
Ardy Kassakhian, Councilmember April 2020 June 2028
Vartan Gharpetian, Councilmember April 2024 April 2028
Ara Najarian, Councilmember March 2022 April 2026
Daniel Brotman, Councilmember July 2022 June 2026

Employees of Glendale Water and Power
For the Fiscal Year ended June 30, 2023, the Department budgeted for approximately 238 full-time employees for the Electric System. Most Electric System employees are represented by the Glendale City Employees Association (“GCEA”), the International Brotherhood of Electrical Workers (“IBEW”) and the Glendale Management Association ( “GMA”) in all matters pertaining to wages, benefits and working conditions. The GCEA and the GMA each entered into a memorandum of understanding with the City that will expire on June 30, 2024. Glendale has recognized Local 18 of IBEW as the exclusive representative of approximately 111 of the 238 full-time Electric System employees. The contract with IBEW, which was approved in March 2020, expired on July 31, 2023. The City is currently in negotiation with IBEW on a new contract.

Pension Plan
The Electric System’s permanent employees are all covered by the California Public Employees Retirement System (“CalPERS”) with respect to pension benefits. Pension costs are funded by bi-weekly contributions to CalPERS by the City. The City fully funded its annual required contributions. Measured as of June 30, 2022 (the most recent actuarial information available), the City’s actuarial value of the City’s assets in the plan at June 30, 2022 was approximately $1.344 billion, the actuarial accrued liability was approximately $985 million and the unfunded actuarial accrued liability was approximately $359 million.

Department employees are part of the City’s miscellaneous pension plan. CalPERS does not provide data to participating organizations in such a manner so as to facilitate separate disclosure for the Department ’s share of the actuarial computed pension benefit obligation, the plan ’s net assets available for benefit obligation and the plan’s net assets available for benefits. Approximately 13% of full -time City workers are employed by the Department.

Post-Retirement Health Benefits
The Governmental Accounting Standards Board (“GASB”) in April 2004 issued Statement No. 43, which requires state and local governmental employers to determine, on an actuarial basis, the total liability of post -employment benefits other than pension benefits (known as other post -employment benefits or “OPEB”), including healthcare and life insurance expenses and related liabilities, and an annual required contribution to fund such liabilities. In June 2004, GASB issued Statement No. 45, which requires state and local governmental employers to fund the actuarially determined annual required contribution (“ARC”) for its OPEB or record the entire amount of the unfunded liability of its OPEB in its financial statements.

The City provides Medicare Part A reimbursements to retirees and their spouses if the retirees were hired in the City prior to April 1, 1986, and ineligible for premium-free Medicare Part A. 156 of 724

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The City also provides a cash subsidy for medical insurance premiums to three groups of retirees:
(1) retirees who retired before July 1, 2001, and the length of the subsidy was pre-determined based on the retirees’ sick leave balances at the time of retirement. The subsidy is capped by the actual premium, and the unreduced city-paid amount continues to surviving spouses if the retirees die prior to the pre-determined payment period; (2) retirees who retired before June 1, 2016 with a minimum of 10 years of City service, enroll in a City sponsored medical plan and meet the annual income requirement. The eligibility and subsidy amount are evaluated on an annual basis. This is a lifetime subsidy for the eligible retirees except it will discontinue at age 65 for the retirees with enhanced pension benefits. The benefit will continue to surviving spouses, if applicable; (3) the surviving spouses and dependents of deceased retirees if the retirees retired before June 1, 2008 and enrolled in Anthem Blue Cross PPO at the time of the death, and the length of subsidy is two years.

The City also provides a cash subsidy for medical insurance premium to surviving spouses and dependents of active non- safety employees who pass away during their employment with the City. The subsidy is two years for the City Council, the Executives and the GMA employees, regardless of the medical insurance plans enrolled at the time of the death. The subsidy is two years for GCEA and IBEW employees if enrolled in Anthem Blue Cross PPO at the time of the death. The subsidy is two years for GCEA and IBEW employees if enrolled in HMO plans at the time of the death and if the employees’ death is a result of injuries incurred in the performance of his/her assigned duties. At the same time, the City provides cash subsidy for dental insurance premium to surviving spouses and dependents of active safety employees who pass away during their employment with the City. The subsidy continues until the spouses turn 65 and the children turn 26 (if applicable).

The above benefits offered to retirees are no longer available to new entrants because of the restriction of the retirement dates. Benefits payments made by the City for the year ended Ju ne 30, 2023 were $509,000. At June 30, 2022 (the most recent measurement date), 1,522 current and former employees were covered by the foregoing benefit terms.

According to a report dated August 17, 2023, and issued by the City’s actuary, Foster & Foster, the unfunded OPEB liability as of June 30, 2022 (the most recent actuarial valuation date), was approximately $12 million. Of that amount, $ 1.7 million is attributable to the Electric System. The City does not have funds in an OPEB trust and does not pre-fund OPEB contributions.

Insurance
The City carries property insurance through Arthur J. Gallagher Insurance Company for the Department. The property insurance policy covers “All Risk of Direct Physical Loss or Damage including Flood, excluding Earthquake.” Current deductibles range from $25,000 to $250,000. Sub-limits apply to various specific components of this coverage.

The City is self -insured and administered for workers ’ compensation claims. Funding for this protection is provided through an Internal Service Fund. The City carries an excess workers’ compensation insurance policy with a $2 million self insured retention. The City is also self -insured for unemployment insurance, general auto and public liability through separate Internal Ser vice Funds. The City carries an excess liability insurance policy with a $5 million self insured retention and a $25 million limit. A claims payable liability has been established in these funds based on a case-by-case basis with estimates of reported claims and an estimate for claims incurred but not reported. Management of the City believes that provisions for claims at June 30, 2023 are adequate to cover the net cost of claims incurred to that date.

However, such liabilities are, by necessity, based upon estimates and there can be no assurance that the ultimate cost will not exceed such estimates.
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THE ELECTRIC SYSTEM
History and General
Until 1937, the City purchased all of its electric energy from the Southern California Edison Company ( “Edison”), successor to Pacific Light and Power Company, for distribution and sale to its customers. After the Boulder Canyon Project Act was approved by Congress in 1928, the City signed, in 1931, a contract with the United States for approximately 80,000 megawatt-hours (“MWh”) of firm energy annually to be generated at the Hoover Dam. A contract was entered into at the same time with the City of Los Angeles to transmit this energy to the City at the maximum capacity of approximately 18 MW.

Studies made in 1938 sho wed that this firm allotment of Hoover Dam energy would not be sufficient for the City after 1942, with the result that the City established its own steam electric generating station located within the City, the Grayson Power Plant, with the first 20 MW unit being placed in service in 1941. This unit not only supplied energy to keep up with the growth of the City but also acted as standby to the transmission line from the Hoover Dam Power Plant. Since that time additional units owned by the City (and others) have been placed in service to supply the energy requirements of the City.

The Electric System is interconnected with and in the Los Angeles Department of Water and Power Balancing Area. In 2021, the American Public Power Association recognized the De partment as a DIAMOND Reliable Public Power Provider (RP3) for its service reliability, improvement programs, and safety performance.

Principal Existing Facilities; Resources Generally
Glendale owns facilities for the distribution of electric power. These facilities include approximately 56 miles of 34/69 kV power lines, 503 miles of 4/12 kV distribution lines and 12 distribution substations.

Glendale maintains a diverse resource mix, with capacity available from natural gas, nuclear generating units, coal , large hydroelectric and a range of renewable resources, totaling 50 3.5 MW as of June 30, 2023. Glendale ’s largest resource is the city -owned steam and gas -fired combustion turbines at the Grayson Power Plant with a gross nameplate capacity of 286 MW. The Grayson Power Plant generating station, which is located within the City and has been in service since 1941. The Grayson Power Plant steam boiler units (three, four and five) have a total gross nameplate capacity of 108 MW. The sixth and seventh units were retired in 2002 and were replaced with Unit 9 in 2003. The eighth unit consists of three natural gas fueled combined cycle combustion turbines and two heat recovery steam generators (“HRSGs”), which, in combination with Units 1 and 2 steam turbine g enerators, have a gross nameplate capacity of 120.48 MW. Grayson Power Plant units 8A and 8B/C went on-line in 1977. The ninth unit, a simple cycle natural gas fired combustion turbine with 50.5 MW of gross nameplate capacity, began commercial operation in 2003. The unit, more commonly referred to as Unit 9, is used to meet intermediate and peaking loads, and provides ancillary services such as operating reserve capacity and load balancing as required.

Glendale proposed a repowering of the Grayson Power Plant in 2015. The City Council authorized the Department to proceed with planning and development work that would replace all the existing generation facilities, units, and their related infrastructure (with the exception of Unit 9). The Department undertook development work and prepared and circulated an environmental impact report ( “EIR”) for a proposed repowering project that would repower the existing generation facilities (with the exception of Unit 9) with a combination of combined cycle and simple cycle gas turbine generation units, with a total generating capacity of 262 MW. Based upon preliminary estimates, the cost for the proposed project was expected to be in the range of $400 to $500 million. In April 2018, the City Council deferred a decisi on 158 of 724

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regarding the EIR for the proposed repowering project and directed the Department to solicit proposals from qualified firms for clean energy alternatives. Accordingly, in May 2018, the Department issued the Request for Proposals for Local and Regional Renewable, Low -Carbon, and Zero- Carbon Energy and Capacity Resource Options to Serve the City of Glendale (“Clean Energy RFP”) to evaluate the feasibility, reliability and cost effectiveness of implementing a portfolio of local and regional clean energy solutions in lieu of some or all of the proposed Grayson Repowering Project. The Department evaluated the proposals based on their ability to meet its energy and capacity needs with reliable, sustainable, and environmentally benign solutions. The results of the initiative were presented to the community and incorporated in the 2019 Integrated Resource Plan (“IRP”). On July 23, 2019, the City Council unanimously adopted the IRP that enables the utility to reduce its carbon footprint and provides a pathway towards a 100% clean energy future. On July 23, 2019, the City Council directed the Department to proceed with a limited notice to proceed with the development of the proposed plan, which includes a grid- scale Battery Energy Storage System (“BESS”), and Internal Combustion Engines that would replace the existing generation facilities at the Grayson Power Plant, with the exception of Unit 9. The limited notice to proceed phase of the proposed project is underway. As of December 2023, all Grayson Power Plant units, except for Unit 9, were in the process of demolition for purposes of commencing the Grayson Repowering Project.

Although Grayson Power Plant is the largest source of capacity, the majority of Glendale’s energy requirements are supplied by various long term power purchase agreements and spot purchases to minimize supply cost, improve reliability and comply with California’s mandates, including the Renewable Portfolio Standards (“RPS”) and the Cap and Trade Program. Glendale has met RPS requirements for Compliance Period 1 (2011- 2013), and Compliance Period 2 (2014- 16), and Compliance Period 3 (2017- 20). The Department is currently on track to reach the targets for Compliance Period 4 (2021-24) as well as preparing to meet the new targets un der SB 100 of 60% RPS by 2030 and 100% carbon- free by 2045. In 2003, Glendale entered into a 25- year contract (cancelable after 20 years) with PPM Energy, Inc. (now Avangrid Renewables) for the purchase of 3 MW of firm capacity from wind- powered resources. Glendale is also receiving 2.1 MW of geothermal capacity through a contract with the Southern California Public Power Authority (“SCPPA”) until 2030. Glendale has entered into contracts through SCPPA for the purchase of 20 MW of wind powered resources and 10 MW of small hydroelectric in the Northwest. The wind contract expires in 2027 and the hydroelectric contract converts to ownership by Glendale when the bonds are fully paid. In 2015, Glendale entered into a 25 year 50 MW firm energy supply with S kylar Resource, L.P., of which 50% will be renewable; this arrangement was modified to ensure 55% of the energy is renewable beginning 2020, and an additional 20% of the energy is carbon-free beginning in 2020. Skylar Resources, L.P. assigned the power pu rchase agreement to Townsite Solar LLC in 2021. In 2020, Glendale entered into a contract for the purchase of 3 MW from the Whitegrass No. 1 geothermal project, and 12.5 MW from Starpeak geothermal, as well as 25 MW of Solar Energy and 18.75 MW/75 MWh of Battery Energy Storage System from Eland I Solar and Storage. See also “–Power Supply” below.

Although these resources are sufficient to meet the City ’s current daily loads, a portion of the Electric System’s energy supply is purchased on the wholesale hourly, daily and month-ahead spot markets.

Glendale is also currently developing other programs related to electric demand and supply. In 2019, the City Council directed the Department to negotiate with various vendors for potential contracts for distributed generation, energy efficiency, and demand response programs in the Glendale community.

In 2020, the City Council authorized contract with Franklin Energy Services LLC for a 10 MW demand response program and a contract with Lime Energy Services Company ( now Wildan Energy Co.) for a 36,500 kWh commercial demand response energy efficiency program. The City is currently seeking other local clean energy resources that can deliver energy, energy savings, storage and/or capacity to the City without utilizing the Department’s transmission resources. 159 of 724

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The following table sets forth the valuation of the Electric System facilities during the five Fiscal Years shown.

GLENDALE WATER AND POWER

ELECTRIC SYSTEM FACILITIES
($ in thousands)
Fiscal Year Ended June 30,
2023 2022 2021 2020 2019

Utility Plant $533,813 $615,413 $616,256 $611,028 $607,648 Less Accumulated Depreciation (386,168) (429,553) (412,827) (399,313) (389,511) Construction in Progress 29,695 9,086 8,075 15,923 27,300 Total Facilities $177,340 $194,946 $211,504 $227,638 $245,437 ______________________________
Source: Glendale Water and Power.

Power Supply
During the Fiscal Year ended June 30, 2023, the Electric System generated and purchased (including wholesale purchases) a total of 1,482,556 MWh. Wholesale sales and sales to others for the Fiscal Year ended June 30, 2023 were 397,991 MWh. Electric System peak demand in Fiscal Year ended June 30, 2023 was 329 MW. Over the five Fiscal Year period ended June 30, 2023, retail sales decreased from 1,048,049 MWh to 999,852 MWh, an average annual decrease of approximately 0.6%. [Remainder of page intentionally left blank.]

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The following table sets forth the total power generated and purchased and the peak demand of the Electric System during the five Fiscal Years shown.

GLENDALE WATER AND POWER

TOTAL POWER GENERATED AND PURCHASED AND PEAK DEMAND
Fiscal Year Ended June 30,
2023 2022 2021 2020 2019

Generated (MWh) 90,479 108,818 144,657 119,213 79,210
Purchased (MWh) (1) 1,392,077 1,371,399 1,410,514 1,420,820 1,530,808 Total Supply (MWh) 1,482,556 1,480,217 1,555,171 1,540,033 1,610,018 Retail Sales (MWh) 999,852 985,525 978,251 995,645 1,026,505 Wholesale Sales/Sales to Others (MWh)(1) 397,991 419,063 482,809 466,894 464,482 System Peak Demand (MW) 329 261 335 288 332
______________________________
(1) Fluctuations in purchased energy and wholesale sales are a function of market conditions.

Source: Glendale Water and Power.

The following table sets forth information concerning Glendale’s power supply resources and the energy supplied by each during the Fiscal Year ended June 30, 2023.

GLENDALE WATER AND POWER

POWER SUPPLY RESOURCES
(as of June 30, 2023)
Source
Capacity
Available
(MW)
Actual
Energy
(MWh)(1)
Percent
of Total
Energy
Glendale-Owned Generating Facilities (Grayson):(2)
Combustion Turbine Generators 178 28,289 1.91%
Steam Turbine Generators 108 62,190 4.20%
Joint Power Agency/Remote Ownership Interests:(3)
Intermountain Power Project (IPA) 39 124,969 8.43%
Palo Verde Project 10 82,613 5.57%
Magnolia (SCPPA) 47 270,334 18.23%
Tieton (SCPPA) 7 23,914 1.61%
Purchased Power:(3)
Hoover 20 43,215 2.92%
Avangrid Renewables – High Winds 9 22,458 1.52%
Pebble Springs Wind 20 40,528 2.73%
Skylar WSPP Renewables 50 300,434 20.26%
Star Peak 12.5 55,815 3.76%
Whitegrass No. 1 3 21,335 1.44%
Market Purchases(4) N/A 406,462 27.42%
Total 1,482,556 100.00%
________________________________
(1) During the twelve-month period ended June 30, 2023. (2) Rated or name-plate capacities. As of June 2023, all Grayson Power Plant units, except for Unit 9, were offline for their demolition for purposes of commencing the Grayson Repowering Project. (3) Entitlements, firm allocations and contract amounts. (4) Market purchases are spot-market purchases, including wholesale purchases..

Source: Glendale Water and Power.
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Joint Powers Agency Resources/Remote Ownership Interests As described below in various subsections, Glendale is a participant in many SCPPA projects. In addition, Glendale has long term contract rights to capacity and energy in the Intermountain Power Project (“IPP”) of the Intermountain Power Agency, a political subdivision of the State of Utah (“IPA”) and in the Hoover Dam power plant, pursuant to contracts with the Western Area Power Administration (“Western”).

See also “Indebtedness; Joint Powers Agency Obligations” below.

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

These resources (including any sale and assignment of energy to another party, as described below under “–Indebtedness; Joint Power Agency Obligations – Contingent Obligations for Wind Energy Projects”) are briefly described below.

Hoover Project Interest. Glendale is a contractor under Hoover Power Electric Service Contracts and holds an 18 MW share of the Hoover power capacity under Schedule A (referring to the original purchasers, including Glendale, under the Boulder Canyon Project Act of 1928), and a 2 MW share of capacity under Schedule B (referring to contractors, including Glendale, who advance -funded the Hoover power turbine uprating authorized in the 1984 Hoover Power Plant Act). The Hoover Project consists principally of 17 generating units at the hydroelectric power plant of t he Hoover Dam, located approximately 25 miles from Las Vegas, Nevada. Modern insulation technology made it possible to “uprate” the nameplate capacity of existing generators (the “Hoover Uprating Project”). Glendale, along with the California cities of Anaheim, Azusa, Banning, Burbank, Colton, Pasadena, Riverside and Vernon obtained an entitlement to the capacity and allocated energy annually from the Hoover Uprating Project.

In 1987, to reflect its entitlement, Glendale entered into contracts with the U nited States Bureau of Reclamation (the “Bureau”) providing for the advancement of funds for the uprating and with Western for the purchase of power from the Hoover Uprating Project. Glendale is entitled to 20 MW or 1.0251% of the capacity and 1.5874% of the firm energy from the Hoover Project. Under normal hydrologic conditions, Glendale receives approximately 58,000 MWh of annual energy deliveries. In the Fiscal Year ended June 30, 2023, the Hoover Project provided 43,215 MWh of energy to Glendale.

The Electric Service Contracts for Hoover expired on September 30, 2017 and were replaced with new, 50- year Electric Service Contracts effective October 1, 2017. Pursuant to the Hoover Power Allocation Act of 2011, all Schedule A and Schedule B Hoover contra ctors, in each case including Glendale, have a right to continue to receive Hoover power for an additional term of 50 years, and five percent of Hoover’s full rated capacity of 2.074 million kilowatts and associated firm energy was assigned to new Hoover a llottees under new Electric Service Contracts that became effective on October 1, 2017.

Glendale’s share under the post-2017 Hoover Electric Service Contracts is 20.198 MW.

Palo Verde Nuclear Generating Station Interest. Through its membership in SCPPA, Glendale has a 4.40% entitlement interest (9.9 MW) in SCPPA’s 5.91% ownership interest in the Palo Verde Nuclear Generating Station ( “PVNGS”), including certain associated facilities and contractual rights, a 5.56% ownership in the Arizona Nuclear Power Pr oject ( “ANPP”) High Voltage Switchyard and associated contractual rights, and a 6.55% share of the rights to use certain portions of the ANPP Valley Transmission System. Commercial operation and initial deliveries from PVNGS Units 1 and 2 commenced in 1986 and 162 of 724

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Unit 3 commenced in 1987. Transmission for PVNGS energy is provided to the City by the Mead-Adelanto Transmission Project and the Mead-Phoenix Transmission Project (see “Existing Transmission Resources” below) and agreements with Salt River Project, LADWP and Southern California Edison Company.

Glendale has a power sales agreement with SCPPA that obligates Glendale to pay for its share of capacity and energy on a “take-or-pay” basis, including debt service on bonds (if any, currently there are none) issued by SCPPA for the project, capital costs and costs related to operation and maintenance. In the Fiscal Year ended June 30, 2023, PVNGS provided 82,613 MWh of energy to Glendale.

The co-owners of PVNGS have created external accounts for the decommissioning of PVNGS at the end of its life. Based on the most recent estimate of decommissioning costs, SCPPA has advised Glendale that its estimated share of decommissioning costs through SCPPA is fully funded. No assurance can be given, however, that the amount accumulated to date will continue to be sufficient to fully fund SCPPA’s share of decommissioning costs. SCPPA has advised Glendale that it anticipates it will receive a new estimate of decommissioning costs every three years.

San Juan Unit 3 Interest. Through its membership in SCPPA, Glendale has held a 20 MW (9.8%) entitlement in SCPPA’s 41.8% interest in the San Juan Unit 3 and related common facilities of the San Juan Generating Station, a 4 unit, coal -fired electric generating station located in northwestern New Mexico, approximately 15 miles northwest of the City of Farmington, in San Juan County. As described below, Unit 3 was shut down on December 31, 2017, as part of an overall settlement of legal issues regarding emissions at the San Juan Generating Station.

In July of 2015, with authorization from the City Council, SCPPA executed a San Juan Project Restructuring Agreement, a San Juan Decommissioning and Trust Funds Agreement and an Amended and Restated Mine Reclamation Agreement on behalf of Glendale and other SCPPA participants exiting from the San Juan project. These agreements allow for Glendale and certain other owners of the San Juan project to relinquish t heir ownership shares in San Juan and to contribute to the decommissioning and mine reclamation costs associated with the partial decommissioning of the coal plant. The agreements allow for the shutdown of two of the four San Juan units (Units 2 and 3) and provide for the installation of emissions- reducing equipment on the other two units (Units 1 and 4).

Glendale’s and the other exiting parties’ shares of the San Juan coal assets have been transferred to those participants remaining in the project after December 31, 2017. Glendale (through SCPPA) and other existing participants remain responsible for liability arising from operations before the December 31, 2017 date. Pursuant to the Mine Reclamation Agreement, SCPPA and the other project participants were obligated to set up a trust fund for the mine reclamation. Glendale ’s obligation after 2017 is defined by approximately 1.3% of the cost of reclaiming disturbances at the mine site as of December 31, 2017. Costs of plant decommissioning will be split between exiting participants and remaining participants.

Magnolia Power Project. Glendale is a participant of the Magnolia Power Project. The Magnolia Power Project is owned by SCPPA and was constructed and acquired for the primary purpose of providing participants in the Magnolia Power Project with firm capacity and energy to help meet their power and energy requirements. The Magnolia Power Project is operated by the City of Burbank. Glendale has a

16.5289% entitlement (40 MW base capacity and 47 MW peaking capacity) in the project through a long- term Project A Power Sales Agreement with SCPPA which obligates Glendale to pay for its share of capacity and energy on a “ take-or-pay” basis, including debt service on bonds issued by SCPPA for the project, capital costs and costs related to operation and maintenance. The unit was placed in service in September 2005 and operates in a base-load mode (8,000 hours per year or more) with staffing by Burbank Water and Power personnel as SCPPA ’s operating agent on a 24- hour basis. In the Fiscal Year ended June 30, 2023, the Magnolia Project provided 270,334 MWh of energy to Glendale. 163 of 724

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Tieton Hydropower Project . Glendale is a participant in SCPPA ’s Tieton Hydropower Project.

Glendale has entered into a power sal es and acquisition contract with SCPPA, under which SCPPA has sold to Glendale on a “take-or-pay” basis, its entitlement share of 50.0% (approximately 6.8 MW) of the capacity and energy of the Tieton Hydropower Project. Glendale ’s power sales and acquisiti on contract with SCPPA obligates Glendale to pay its share of debt service on bonds issued by SCPPA for the project, as well as capital costs and costs related to operation and maintenance. In the Fiscal Year ended June 30, 2023, the Tieton Hydropower Project provided 23,914 MWh of energy to Glendale.

IPA Intermountain Power Project Interest . The purpose of IPA is to provide for the financing, constructing and operation of the IPP. The IPP consists of: (a) a two -unit coal -fired, steam -electric generating plant with net ratings of 900 MW per unit (the “Intermountain Generating Station” ) and switchyard (the “Switchyard”), located near Lynndyl, in Millard County, Utah; (b) a ±500 kV direct current (“DC”) transmission line approximately 490 miles in length from and including the Intermountain Converter Station (an alternating current ( “AC”)/DC converter station adjacent to the Switchyard) to and including a corresponding converter station at Adelanto, California (collectively, the “Southern Transmission System” or “STS”) (see “Existing Transmission Resources – Southern Transmission System” below); (c) two 50-mile, 345 kV AC lines from the Switchyard to the Mona Substation in the vicinity of Mona, Utah, and a 144-mile, 230 kV AC transmission line from the Intermountain AC Switchyard to the Gonder Substation near Ely, Nevada (collectively, the “Northern Transmission System” or “NTS”); (d) a microwave communications system; (e) a rail car service center located in Springville, in Utah County, Utah (the “Railcar Service Center”); and (f) certain water rights and coal supplies. Such water rights and coal supplies, together with the Intermountain Generating Station, the Switchyard and the Railcar Service Center, are referred to herein collectively as the “Generation Station.” IPP purchasers are 35 utilities (collectively, the “ IPP Purchasers”) consisting of Glendale and the California cities of Anaheim, Los Angeles, Riverside, Burbank and Pasadena (the “ IPP California Participants”); the 23 members of the IPA (collectively, the “ Utah Municipal Purchasers”); and six rural electric cooperatives serving loads i n the States of Utah, Arizona, Colorado, Nevada and Wyoming (collectively, the “Cooperative Purchasers ”). Pursuant to a construction management and operation agreement between IPA and LADWP, LADWP acts as project manager and operating agent of the IPP, responsible for, among other things, administering, operating and maintaining the IPP. The facilities of the IPP have been in commercial operation since May 1987.

Glendale has entered into certain power purchase contracts with IPA and others to purchase certain entitlements of the IPP and related facilities, respectively. After accounting for transmission losses, for the Fiscal Year ended June 30, 2023, IPP contributed about 38 MW of capacity to Glendale. For the Fiscal Year ended June 30, 2023, IPP provided 124,969 MWh of energy to Glendale.

IPA possesses coal supply agreements to fulfill the supply requirement of approximately 4.0 million tons per year. The coal is purchased under a portfolio of fixed price contracts that are of short and long-term in duration. However, supply chain issues have dramatically reduced coal supply beginning in the later months of 2021 and are expected to impact coal supply for the remaining life of the coal plant. The largest coal producer in Utah experienced a fire in September 2022. By the end of the year the fire was reportedly extinguished but the impact to the mine is still undetermined. The loss of the largest mine, combined with the logistics challenges in Utah, has dramatically reduced supply in the region including to IPA.

The cost of coal delivered to the Intermountain Generating Station is substantially lower than current market prices for the region. IPA expects that the costs to fulfill IPP ’s annual coal supply requirements will increase due to the scarcity of coal in the Western United States, if IPA is able to secure any additional coal.
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Transportation of coal to the Intermountain Generating Station is provided primarily by rail under agreements between IPA and the Union Pacific Railroad Company, and the coal is transported, in part, in IPA-owned railcars. Coal is also transported to IPP, to some extent, in commercial trucks. Both rail service and trucking services have suffered greatly due to a lack of human resources. Neither network is capable of supporting industrial demand; and IPA, like all coal -fired utilities in the United States, has seen large systemic failures in the transportation system.

Historically, IPP was able to maintain a minimum of 60 days of coal in inventory in the event of a coal supply disruption. However, due to the recent challenges in the coal supply chain, the number of days of coal in inventory has periodically declined below that level. As of the end of September 2023, IPP maintained 68 days of coal in inventory.

IPP Agreements . Glendale has two separate contracts with IPA and the Utah Participants (as defined below) in the IPP, which currently provide Glendale a 38 MW (2.165%) entitlement of this facility (the “IPP Agreements”). A summary of the IPP Agreements is as follows:

Original Entitlement – Glendale contracted with IPA to purchase a 30 MW (1.704%) entitlement to the IPP plant. This contract obligates Glendale to pay its proportional share of the plant costs (including debt service and other fixed expenses), regardless of the amount of energy, if any, scheduled to Glendale, for the life of the facility.

Excess Power Sales Contract – Glendale, the cities of Burbank and Pasadena, and LADWP (the “California Purchasers”) contracted with 27 sellers (the “Utah Participants”) and IPA (acting as agent for the sellers) to purchase a 379 MW (21.06%) entitlement of the IPP plant, which was deemed in excess of the sellers ’ needs. The California Purchasers agreed to divide the excess among themselves in proportion to their original e ntitlements. Glendale’s share of the excess is 8 MW (2.382%). This contract also provides for access to the NTS, which was built with IPA funds in order to deliver power from the IPP to the Utah Participants. The term of this contract extends until the IPA bonds are defeased or the sellers’ load requirements meet certain specified conditions. The Utah Participants have the unilateral right to recall their original entitlements at any time.

IPP Repowering Project. The above-referenced IPP Agreements expire in 2027 but one of the key factors affecting the future of IPP is Senate Bill 1368, which became effective in January 2007, and prohibits any investment in baseload generation that does not meet specific emissions performance standards, subject to certain exceptions. In light of the restriction, in 2015, Glendale, along with each of the other 35 IPP participants, entered into Second Amendatory Power Sales Contracts, Renewal Power Sales Contracts, and Renewal Excess Power Sales Agreements with IPA. The Second Amendatory Power Sales Contract allows for the replacement of the coal -fired generation units at IPP with combined cycle natural gas-fired units (with a maximum design capacity of 1,200 MW), or an alternative repowering to include other technologie s, if such alternative repowering is approved by at least 80 percent of the IPP participants (the “IPP Repowering Project ”). In September of 2018, the IPP participants approved an alternative repowering project (the “IPP Alternative Repowering Project”) which will reduce the size of the IPP Repowering Project to a maximum design capacity of 840 MW. The permitting and construction of the natural gas units are required to begin no later than January 1, 2020 and to be commercially operational no later than July 1, 2025. On November 5, 2019, the IPP Coordinating Committee adopted Resolution CC-2019-018, Confirmation of Commencement of Permitting, Construction and Installation of the Gas Repowering, confirming that the January 1, 2020 milestone has been met. Upon commercial operation of the new plant, the existing coal-fired plant would be decommissioned. SB 1368 and other recent legislation have caused Glendale to decrease its reliance on electricity generated by burning coal. 165 of 724

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The Renewal Power Sales Contracts provided a process for IPP members to subscribe for shares of the new gas-fired or alternative repowering plant. On July 23, 2019, the City Council approved GWP ’s recommendation for continued participation in the IPP project which enabled Glendale to retain its 4.166% share of the project, providing Glendale 35 MW of generation and 122 MW of transmission from IPP.

Glendale’s current share of IPP generation provides approximately 8.4% of Glendale’s energy needs.

Purchased Power
In addition to City-owned resources and interests in the SCPPA, IPA and Hoover projects described above, the City has contractual arrangements for system firm purchases, primarily from renewable resources. Each of these resources is briefly described below.

PPM-1 Energy Agreement Wind Generation Facility. In August 2003, Glendale entered into a 25-year contract, cancelable after 20 years, with PPM Energy, Inc. (now Avangrid Renewables) for the purchase of nine MW of capacity from wind- powered resources, known as the “ High Winds Project” located in California. On September 1, 2003, Glendale began taking delivery of the energy under the contract, which provided 22,458 MWh in the Fiscal Year ended June 30, 2023.

Pebble Springs Wind Project. SCPPA, on behalf of Glendale and two other project participants, signed a long- term power purchase agreement with Pebble Springs Wind Project LLC. The facility is located in Oregon with a total capacity of 99 MW, comprised of 47 Suzlon 2.1 MW wind turbines. Glendale has a 20.264% (approximately 20 MW) entitlement interest in the total capacity, energy and environmental attribute rights produced by the facility. In the Fiscal Year ended June 30, 2023, Pebble Springs Wind Project provided 40,528 MWh of energy to Glendale.

Skylar Resources Firmed Renewable Purchase. In 2014, Glendale executed a 25-year agreement with Skylar Resources L.P. for the annual delivery of 292,000 MWh of energy to Glendale starting on December 1, 2015. In the Fiscal Year ended June 30, 2023, 300,434 MWh of energy was delivered to Glendale. Deliveries may take place at the Mead Substation, Nevada- Oregon Broader (NOB), or another mutually agreed point. At least half of this energy must qualify each year as Portfolio Content Category 1 (“PCC 1”) renewable energy under State law and regulations, and may be generated from a variety of renewable resources. The energy is delivered to the Department as a block from 6 a.m. to 10 p.m. every day. In November 2015, the transaction was bifurcated into two separate agreements: the first agreement was a four -year contract with Morgan Stanley Capital Group, Inc. from December 1, 2015 through December 31, 2019. The second agreement was a 21 -year contract with Skylar from January 1, 2020 through November 30, 2040. In October 2017 the existing power purchase agreement was terminated and replaced with a 21 -year Western Systems Power Pool ( “WSPP”) Power Purchase Agreement to increase renewable and carbon-free energy deliveries from 50% to 75% . In 2021, Skylar Resources L.P. assigned the power purchase agreement to Townsite Solar, LLC.

Whitegrass Geothermal Renewable Purchase. In 2020, SCPPA, on behalf of Glendale, signed a long-term power purchase agreement with Whitegrass No. 1, LLC for the annual delivery of 3 MW or approximately 23,000 MWh annually of renewable geothermal energy from the Whitegrass Geothermal Project located in Lyon County, Nevada. Glendale has a 100% entitlement interest in the total energy, capacity, and environmental attribute rights produced by the project. The deliveries began on April 1, 2020 and the contract ends on December 31, 2045. In the Fiscal Year ended June 30, 2023, Whitegrass Geothermal Project provided 21,335 MWh of energy to Glendale.

Star Peak Geothermal Renewable Purchase. In 2020, SCPPA, on behalf of Glendale, signed a long-term power purchase agreement with Star Peak Geothermal, LLC for the annual delivery of 12.5 MW or approximately 100,000 MWh annually of renewable geothermal energy from the Star Peak Geothermal 166 of 724

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Energy Project which will be developed in Pershing County, Nevada. Glendale has a 100% entitlement interest in the total energy, capacity, and environmental attribute rights produced by the project. The project started delivering power in September 2022, and the contract ends on December 31, 2045. In the Fiscal Year ended June 30, 2023, Star Peak Geothermal Project provided 55,815 MWh of energy to Glendale.

Eland I Solar and Storage Purchase. In December 2019, SCPPA, on behalf of Glendale and the Los Angeles Department of Water and Power, signed a 25-year power purchase agreement with 68SF 8ME, LLC for the purchase of renewable solar energy, battery energy storage system capacity, and environmental attribute rights from the Eland I Solar and Storage Center. The facility will be developed in Kern County, California. The energy will be delivered at Barren Ridge, and Glendale has entered into an agreement with the Los Angeles Department of Water and Power for the transmission of the energy to Glendale. Glendale has a 12.5% entitlement interest in the total capacity, energy, storage and environmental attribute rights produced by the Facility, or 25 MW of renewable solar energy and 18.75 MW/75 MWh of battery storage capacity. Assuming the Eland I Solar and Storage Center achieves commercial operation, Glendale would begin receiving energy from the facility starting in late 2024. Glendale is not a participant in phase II of the Eland project.

Fuel Supply
In the Fiscal Year ended June 30, 2023, Glendale generated approximately 6.23% of its electric energy requirements from local generating units which burn natural gas and are available for emergency operations and to provide operating reserves.

Glendale has firm contracts with respect to out of state transmission pipelines and gas supplies for 3,989 million British thermal units (“MMBtu”) of natural gas per day. In addition, natural gas is purchased from the spot market at the Southern California Gas City -Gate. The Southern California Gas Company (“SCG”) provides intrastate delivery of natural gas to Glendale’s Grayson Power Plant and to the Magnolia Power Plant in Burbank.

Interstate Transportation. Natural gas is the primary fuel supply for Glendale ’s local generating requirements. Canadian natural gas is transported using Glendale’s firm transportation on the TransCanada pipeline system and the PGT pipeline to the Pacific Gas & Electric Company ( “PG&E”) system at Malin (near the California -Oregon border), then into the SCG system at Whe eler Ridge (near Bakersfield, California) using Glendale’s PG&E entitlement. The contracts relating to such transport are scheduled to terminate on October 31, 2024, but shall continue to renew unless the City gives P G&E twelve months prior written notice of its desire to terminate.

SCG provides transportation of gas to local generating plants from Topock on the east and from the PG&E expansion line terminus at Wheeler Ridge to the north. The current volumetric tariff rate is $0.7719 per MMBtu. There are a number of factors, including those described in the “Green Book” of the California Public Utilities Commission (the “ CPUC”) on natural gas industry restructuring, which could affect the tariff rate or fundamentally change Glendale’s costs for intrastate gas transmission. In addition, intrastate transport costs are expected to increase due to pipeline safety investments by PG&E and SCG.

Biogas Renewable Generation Project. In November 2021, the City Council certified the EIR for the Biogas Renewable Generation Project. The project entails installation of generation units at the Scholl Canyon landfill site so that the landfill gas can be directly processed to generate energy at the Scholl Canyon site. The Scholl Canyon site is located in the City. The Biogas Renewable Generation Project has an estimated cost of $74 million and the project would be completed over a course of approximately 24 months.

On January 24, 2023, the City Council approved a full notice to proceed for the second and final phase o f the project. The project will have four Jenbacher gas engine generators that will generate approximately 11 167 of 724

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megawatts of power. Per modeling done by the consultant on the future gas production and degradation of landfill gas after its closure, there will be sufficient gas production to run the proposed four engines until 2034, and three engines until 2042. During this time, the Biogas Renewable Generation Project will generate approximately 10.5 to 12 megawatts (four engines) and 7.7 to 9 megawatts (three engines) of gross renewable power. After 2042, there will be only two engines running and generating an estimated 6 megawatts of gross power. The anticipated commercial operation date is in June 2025.

Natural Gas Reserves Project. In June 2005, Glenda le elected to participate in the Pinedale Natural Gas Project through SCPPA for up to 2,000 MMBtu per day. The project provides for the acquisition and development of gas resources, reserves, fields, wells, and related facilities to provide a long- term su pply of natural gas for its participants. Glendale ’s share in the project is 4.2553%. The first acquisition by the project was completed on July 1, 2005 with the total cost to the participants (including LADWP which acquired its share directly and not th rough SCPPA) of $306.1 million, of which Glendale cash funded approximately $13 million for its share. The acquisition, located in Pinedale, Wyoming, is expected to provide Glendale with peak daily volume of between 700 to 900 MMBtu. In the Fiscal Year ended June 30, 2023, Glendale received peak daily volume of approximately 388 MMBtu. The Department has reserved $16 million to fund the drilling programs of the Pinedale property and for future acquisitions.

Prepaid Natural Gas Project . In October 2007, Glendale and several members of SCPPA completed a prepaid natural gas financing to secure another source of long- term supply of gas to provide fuel for the Magnolia Power Project and their other respective gas-fired generation stations. In connection with the prepaid natural gas financing, Glendale entered into a natural gas supply agreement with SCPPA pursuant to which Glendale purchases natural gas at a discount from the spot price over a term of 30 years (25 years as of a restructuring completed in 2009) which is scheduled to terminate at the end of October 2032. This natural gas supply agreement is expected to provide approximately 24.5% of Glendale’s daily gas requirements for the Grayson Power Plant and the Magnolia Power Project.

Existing Transmission Resources
Transmission resources are an integral component of Glendale ’s plan to provide economical and reliable electric service to its customers. Glendale currently has several firm capacity transmission agreements (ownership and long-term leases) to deliver up to 262 MW of remote generation to the Air Way Receiving Station in Glendale and to provide access to major hubs of the western wholesale power market.

The transmission network currently allows Glendale to obtain energy supplies and e nables sales and exchanges of energy during low load periods. Glendale has sufficient transmission resources during low - load periods, but during high- load periods must leverage local generation because of constrained transmission resources. Depending on the generation source, the energy is transmitted through a combination of the following transmission resources.
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GLENDALE WATER AND POWER

FIRM TRANSMISSION SERVICE AGREEMENTS
(as of June 30, 2023)

Transmission Line/Path Owner/Party
Glendale’s
Capacity

Primary Use

Pacific Northwest DC Intertie Glendale 115 MW NW Market Northern Trans. System (NTS) IPA/Utah 24/3 MW(1) Pleasant Valley Southern Trans. System (STS) SCPPA 55 MW IPP and Pleasant Valley Victorville/Adelanto-Air Way LADWP 112 MW IPP, Hoover, PVNGS, SW Markets, and Pleasant Valley
Mead-Phoenix SCPPA 41 MW PVNGS, Westwing, Marketplace
Mead-Adelanto SCPPA 112 MW PVNGS, Marketplace
Sylmar-Air Way LADWP 150 MW NW and SW Markets
Burbank-Glendale
Interconnection
Glendale/
Burbank
125 MW Magnolia
_______________________
(1) Glendale has rights to approximately 24 MW between IPP and Mona Substation and 3 MW between IPP and Gonder Substation. These rights vary by season and direction.

Source: Glendale Water and Power.

Pacific Northwest DC Intertie. Spanning 850 miles from Celilo in northern Oregon to Sylmar, California, the Pacific Northwest DC Intertie is a double- pole, +1-500 kV transmission line operated as a single path with separate ownership north and south of the Nevada -Oregon border (“NOB”). The Pacific Northwest DC Intertie conveys energy to Glendale from Pacific Northwest utilities and Glendale’s interests in renewable energy projects in the northwest. Glendale is entitled to 115 MW (3.846%) of the total 3,100 MW capacity of the southern portion (south of the point where the line crosses the NOB of the Pacific Northwest DC Intertie). Because of the load diversity and excess hydroelectric energy in the spring during most years, the Pacific Northwest DC Intertie provides Glendale with opportunities for economical energy imports.

Northern Transmission System. The NTS consists of two 50-mile long 345 kV AC transmission lines which connect the IPP to the Mona Substation in Utah and the Gonder Substation in Nevada. Glendale has entitlements of 24 MW and 3 MW of capacity, respectively, on these transmission lines as a result of the IPP Excess Sales Contract with the Utah participants. These rights vary by season and according to the terms of the agreement. Under the IPP Repowering Project, Glendale has 0 MW of capacity on the NTS line.

Southern Transmission System. The Southern Transmission System (“STS”) is a double-pole, +/- 500 kV DC transmission line spanning 488 miles from the IPP in central Utah to the Adelanto Substation in Southern California, together with an AC/DC converter station at each end. It is operated and maintained by LADWP under contract with IPA. In connection with its entitlement to the IPP, Glendale acquired a contractual entitlement to 44 MW (2.3%) of the total 1,920 MW capacity of the STS (prior to the upgrade, as described in the following paragraph) through a transmission system contract with SCPPA. Under the IPP Repowering Project, Glendale has 127 MW of capacity on the STS line.

To have access to potential renewable energy resource development available in central Utah and the Rocky Mountain region, and to have access to the potential energy in that area, the California participants in IPP initiated the STS Upgrade Project, which increased the transfer capability of the STS by 480 MW. The STS Upgrade Project increased the capacity of the Southern Transmission System from 169 of 724

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1,920 MW to 2,400 MW, increasing Glendale ’s entitlement in the STS increased by 11 MW to 55 MW.

Glendale has entered into a transmission service contract with SCPPA which obligates Glendale to pay the cost of its share of the transfer capability on a “take-or-pay” basis.

Southern Transmission System Renewal Project. In connection with the IPP Repowering Project, SCPPA is financing the costs of acquisition and construction of additional capital improvements to the Southern Transmission System (the “STS Renewal Project ”), which initially will include new converter stations and AC switchyard expansions at the Adelanto Converter Station and the Intermountain Converter Station, and reactive power equipment. Glendale has entered into a renewal transmission service contract related to the STS Renewal Project. Under such an existing agreement with IPP and such renewal transmission service contract Glendale is obligated to pay the cost of its share of the transfer capability on a “take-or-pay” basis.

The Renewal Power Sales Contracts provided a process for IPP members to subscribe for shares of the new gas-fired or alternative repowering plant. On July 23, 2019, the City Council approved GWP ’s recommendation for continued participation in the IPP project which enabled Glendale to retain its 4.166% share of the project, providing Glendale 35 MW of generation and 127 MW of transmission from IPP.

Glendale’s current share of IPP generation provides approximately 8.6% of Glendale’s energy needs.

Victorville/Adelanto-Air Way Transmission System. Glendale has contracts with LADWP for 112 MW of transmission capacity (net of losses) from either Adelanto or Victorville to the Air Way Receiving Station.

Mead-Phoenix Transmission Project, SCPPA Interest (Multiple Members). Glendale is a participant in SCPPA ’s member-related interest in the Mead -Phoenix Transmission Project, a 256 mile, 500-kV AC transmission line that extends between a southern terminus at the existing Westwing Substation (in the vicinity of Phoenix, Arizona) and a northern terminus at Marketplace Substation, a substation located approximately 17 miles southwest of Boulder City, Nevada. Glendale has entered into a transmission service contract with SCPPA under which SCPPA has sold to Glendale, on a “ take-or-pay” basis, its entitlement share of 16.5% (approximately 41 MW) of SCPPA’s member-related ownership interest in the Mead-Phoenix Transmission Project and which obligates Glendale to pay its share of debt service on bonds issued by SCPPA for the project, as well as capital costs and costs related to operation and maintenance.

Mead-Adelanto Transmission Project, SCPPA Interest (Multiple Members). Glendale is entitled to 112 MW (7.5%) of transmission capacity from the Mead- Adelanto Transmission Project, an approximately 202-mile, 500-kV AC tr ansmission line that extends between a southwest terminus at the existing Adelanto Substation in southern California and a northeast terminus at Marketplace Substation, a substation located approximately 17 miles southwest of Boulder City, Nevada. Glendal e has entered into a transmission service contract with SCPPA, under which SCPPA has sold to Glendale, on a “take-or-pay” basis, its entitlement share of SCPPA ’s member -related ownership interest in the Mead -Adelanto Transmission Project. Glendale’s transmission service contract with SCPPA obligates Glendale to pay its share of debt service on bonds issued by SCPPA for the project, as well as capital costs and costs related to operation and maintenance.

Sylmar-Air Way. Glendale has two contracts with LADWP for 100 MW and 50 MW of firm transmission service from the Sylmar Receiving Station to the Air Way Receiving Station. These contracts are for the delivery of energy transmitted over the Pacific Northwest DC Intertie and for delivery of energy purchased from Southwest markets.
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Sylmar Services Agreement. Glendale has a contract with LADWP for 115 MW of transfer rights through the Sylmar Switching Station into and out of the California Independent System Operator, which allow for the transfer of energy to/from the Pacific Northwest and to/from Glendale.

Glendale participates in energy markets of the California Independent System Operator (the “ISO”) but currently does not intend to transfer control of its transmission resources to the ISO. Glendale has n o firm plans to increase its transmission capacity.

Wholesale Transactions
In addition to making market purchases, Glendale sells wholesale energy, which includes electrical energy and capacity, ancillary services, transmission, renewable energy attributes, emission allowances, carbon allowances and carbon emission offsets, natural gas, transportation, imbalance and storage. When necessary, energy traders seek opportunities to market short-term energy transactions. All transactions are conducted within the Energy Risk Management Policy last approved by the City Council in August 2022.

Glendale’s volume of short-term transactions on the electric wholesale market has fluctuated with market conditions in the western United States as have the revenues the Department has been able to realize by selling energy to third parties. Gross sales to third parties were $21,776,000 in Fiscal Year 2018- 19, $18,459,000 in Fiscal Year 2019-20, $22,875,000 in Fiscal Year 2020-21, $29,862,000 in Fiscal Year 2021- 22, and $40,113,000 in Fiscal Year 2022-23.

Interconnections and Distribution Facilities
Glendale’s power system is inside the LADWP balancing area and is interconnected to the LADWP system at Air Way Receiving Station and to the Burbank system at Western Substation. Glendale owns facilities for the distribution of electric power to retail customers. These facilities include approximately 60 miles of 34/69kV power lines, approximately 498 miles of 4/12kV distribution lines (of which approximately 50% are u nderground), two switching substations, 12 distribution substations and 104 distribution feeders. The 69kV Kellogg Switching station, a gas insulated station ( “GIS”), includes state- of-the-art relays and devices. In 2011, one distribution substation was reconstructed from an air-insulated substation to GIS and converted from a 34.5/4kV station to a 69/12kV station. The project included conversion of 4kV distribution services to 12kV in the service area. In 2016, a second distribution substation was reconstructed from an air-insulated substation to GIS and converted from a 34.5/4kV station to a 69/12kV station. The project included conversion of 4kV distribution services to 12kV in the service area. In 2017, a 2MW battery energy storage system was insta lled and connected to Kellogg 69kV Switching substation.

Electric Rates and Charges
Glendale is obligated by its Charter and the Indenture of Trust to establish rates and collect charges in an amount sufficient to meet its expenses of operation and mainte nance and debt service requirements (with specific requirements as to priority and coverage). Electric rates for Glendale are recommended by the Commission and are subject to approval by the City Council. Electric rates are not subject to regulation by the CPUC or by any other agency of the State. The State Constitution requires that electric rates be based upon the cost of service to the various customer classes.

In addition, State Legislative Assembly Bill 1890 (“AB 1890”) requires the imposition of a public benefits charge (“PBC”) of 2.85% of annual revenue requirements. Beginning in January of 1998, Glendale collected this PBC as a 2.85% charge applied to all electric charges. In September of 1999, the City Council approved changes to the electric r ates to collect the PBC beginning on January 1, 2000 as a charge per 171 of 724

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kilowatt hour ($0.002963 per kilowatt hour). In February of 2008, the City Council approved changes to the electric rates to collect the PBC beginning in March of 2008 as a percentage of the electric bill. The current rate is 3.6% of all electric charges.

For customers of the Electric System, the electric rates are composed of (i) a meter charge component, designed to cover a portion of the fixed costs of the Electric System, and (ii) an energy charge calculated based on usage. Some rate schedules are also subject to a demand charge and a reactive power charge. The electric rates also include bi-annual adjustable rates (made up of an Energy Cost Adjustment Charge and a Regulatory Adjus tment Charge) which adjust the customer’ s electric bill upwards or downwards to reflect variation from the projected cost of purchased power, fuel and regulatory expenses.

In addition, a Revenue Decoupling Charge (or Revenue Decoupling Credit) is applied to the customer ’s electric bill twice a year to reflect the variance from actual sales when compared to projected sales.

Increases to the energy cost adjustment charge are limited to no more than one- half cent ($0.005) per kilowatt-hour during any 12-month period, except under limited circumstances such as an extended outage of a major resource or large and sustained fuel price increases, in which case the Energy Cost Adjustment Charge may be increased by up to an additional one cent ($0.01) per kilowatt -hour during any 12-month period.

The following table sets forth the average rates for the indicated customer classes for the Fiscal Years ended June 30, 2019 through June 30, 2023, including the Energy Cost Adjustment Charge, Regulatory Adjustment Charge, and Revenue Decoupling Charge (or Revenue Decoupling Credit, as applicable).

GLENDALE WATER AND POWER

FIVE YEAR HISTORY OF ELECTRIC SYSTEM RATES
Average Rate – Dollars Per Kilowatt Hour
Fiscal Year Ended June 30,
Customer Class 2023 2022 2021 2020 2019

Residential $.2398 $0.2238 $0.2117 $0.2073 $0.1953
Commercial .2196 0.2056 0.2031 0.2001 0.1920
Industrial .1971 0.1801 0.1819 0.1781 0.1711
Lighting .0008 0.0008 0.0007 0.0007 0.0006
____________________________
Source: Glendale Water and Power.

In the last five years (Fiscal Years 2018 -19 through 2022-23), the Electric System’s base rate has been increased four times. On June 12, 2018, the City Council adopted a five -year rate plan for Fiscal Years 2018-2019 through 2022-2023, as described below. Due to the COVID-19 Pandemic, a 1% increase scheduled to become effective on July 1, 2020, was deferred one year by the City Council to July 1, 2021, and the subsequent two annual rate increases were also deferred by one year. The increased revenues from the rate increases in the base rates are intended to cover the rising costs of labor and materials and to further replenish the cash reserves.

In 2023, Glendale completed a new rate study. The new rate study was required to determine what if any rate increases might be needed to support the recently approved and proposed clean energy programs.

The new rate study also took into account the revised cost estimates for the Grayson Repower Project and the Biogas Renewable Project, as well as impacts COVID-19 may have on current and future electric sales and revenues. The rate study recommended overall system rate increases of 14.8%, 11.3% and 11.3% over 172 of 724

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three years, respectively. The City Council approved the series of rate increases in November 2023 that will take effect January 1, 2024, July 1, 2024 and July 1, 2025, respectively.

The City Council has an approved cash reserve policy for the Electric System. The currently approved level is $124.1 million. The cash reserve consists of moneys on deposit in an operating reserve, a contingency reserve, a rate stabilization reserve and a gas reserve. As of June 30, 2023, $124.1 million was designated.

The following table sets forth hi storical percentage increases in rates for the indicated customer classes per the Electric Rate Plan and in the rates approved in 2018 and in 2023. Such percentage changes do not reflect changes in the Fuel Adjustment Charge (prior to 2013) or in the Energy Cost Adjustment Charge, Regulatory Adjustment Charge, and Revenue Decoupling Charge (or Revenue Decoupling Credit, as applicable) (after 2013).

GLENDALE WATER AND POWER

PERCENTAGE INCREASE IN ELECTRIC RATES
Effective
D
Overall System Residential Commercial Industrial Lighting 7/01/2007 8.1% 8.8% 7.1% 8.5% 0.0%
9/13/2013 8.0 8.8 7.2 7.9 0.0
7/01/2014 7.0 7.7 6.3 6.9 0.0
7/01/2015 5.0 5.5 4.5 4.9 0.0
7/01/2016 2.0 2.2 1.8 2.0 0.0
7/01/2017 2.0 2.2 1.8 2.0 0.0
7/01/2018 0.0 0.0 0.0 0.0 0.0
7/01/2019 0.5 3.2 (1.0) (1.2) 0.0
7/01/2020* 0.0 0.0 0.0 0.0 0.0
7/01/2021 1.0 3.2 (0.3) (0.5) 0.0
7/01/2022 1.0 3.1 (0.4) (0.3) 0.0
7/01/2023 1.0 3.0 (0.3) (0.4) 0.0
1/01/2024 14.8 18.6 9.7 12.1 0.0
7/01/2024 11.3 14.0 7.5 9.4 0.0
7/01/2025 11.3 13.8 7.4 9.5 0.0
____________________________
* In June 2020, the City Council deferred the scheduled July 1, 2020 increase by one year to July 1, 2021, and deferred the subsequent two annual rate increases by one year.

Source: Glendale Water and Power.

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Customers, Energy Sales, Revenues and Demand
The average number of customers, MWh sales and revenues derived from sales, by classification of service, during the past five Fiscal Years, are listed below.

GLENDALE WATER AND POWER

ELECTRIC SYSTEM

CUSTOMERS, SALES, REVENUES AND DEMAND
Fiscal Year Ended June 30,
2023 2022 2021 2020 2019
Number of Customers:

Residential 77,188 76,929 76,757 76,700 76,256
Commercial 13,184 13,140 13,108 13,114 13,092
Industrial 185 193 193 195 195
Other (Government) 21 21 21 21 21 Total 90,578 90,283 90,079 90,030 89,564

Megawatt-Hour Sales:

Residential 402,751 381,594 400,862 377,905 371,625
Commercial 307,505 310,816 294,782 311,633 329,429
Industrial 280,350 283,930 273,434 296,871 316,244
Public Street & Highway
Lighting 9,245

9,185 9,173 9,236 9,207
Total Retail Energy Sales 999,852 985,525 978,251 995,645 1,026,505 Wholesale(1) 397,991 419,063 482,809 466,894 464,482 Total Energy Sales 1,397,843 1,404,588 1,461,060 1,462,539 1,490,987

Revenues from Sale of Energy:

Residential $96,598,000 $85,439,000 $ 84,866,000 $ 78,325,000 $ 72,591,000 Commercial 64,563,000 61,001,000 56,915,000 59,423,000 60,2044,000 Industrial 55,248,000 52,586,000 49,740,000 52,869,000 54,120,000 Public Street & Highway
Lighting 2,961,000 2,933,000 2,961,000 2,933,000 3,057,000 Wholesale(1) 40,113,000 29,862,000 22,875,000 18,459,000 21,776,000 Total Energy Sales $259,483,000 $231,821,000 $217,357,000 $212,009,000 $211,748,000 _____________________
(1) Fluctuations in wholesale sales revenues were due primarily to changing market demand.

Source: Glendale Water and Power.

For the Fiscal Year ended June 30, 2023, approximately 44% of Glendale’s electric sales revenues were derived from sales to residential customers, while industrial and commercial customers represented approximately 25% and 31% of sales revenues, respectively. Additional revenues, other than retail sales, were generated from sales to governmental agencies, wholesale operations, and sales to other utilities.

Within Glendale, large commercial and industrial customers are principally institutions and large corporations (such as hospitals, entertainment companies, and high-rise office buildings). No single large commercial/industrial customer accounted for more than 3% of total electric sales revenues during the Fiscal Year ended June 30, 2023. The top 10 industrial customers represented approximately 14% of total electric sales revenues during the Fiscal Year ended June 30, 2023. 174 of 724

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Capital Requirements
Glendale currently expects capital requirements for the Electric System for the current and next four Fiscal Years to aggregate approximately $775.3 million This includes capital requirements such as the Grayson Repowering Project and the Biogas Renewable Generation Project at the Scholl Canyon site. See “Electric Rates and Charges” above. It is expected that these requirements will be funded from a combination of revenues, bond proceeds and cash reserves of the Electric System. The Grayson Repowering Project is projected to require $610 million in capital expenditures over the three -year period starting in Fiscal Year 2022-23 through fiscal year 2025-2026. The Biogas Renewable Generation Project is expected to require $74 million in capital expenditures over a two-year period starting in Fiscal Year 2023-24.

The following table lists the expected yearly capital requirements of the Electric System for the five Fiscal Years indicated.

GLENDALE WATER AND POWER

ELECTRIC SYSTEM

CAPITAL REQUIREMENTS
($ in Thousands)

Fiscal
Year
Capital
Requirements*
2025 $ 272,583
2026 160,700
2027 19,550
2028 19,550
2029 14,650
Total $ 487,033
_____________________________
* Includes the Project.

Source: Glendale Water and Power.

Transfers to the General Fund
The City Charter provides that the credit balance, if any, or any part thereof, in the Electric Works Revenue Fund at the end of any Fiscal Year (that is, the amount of which is in excess of the amount of all outstanding demands and liabilities unpaid from said fund on account of budget appropriations therefrom), shall be transferred to the Glendale Water and Power Surplus Fund. The Charter also provides that at the end of each Fiscal Year, up to 25% of the operating revenues of the Department for such Fis cal Year, excluding receipts from power supplied to other cities or utilities at wholesale rates, shall be transferred from the Glendale Water and Power Surplus Fund and further transferred to the City ’s General Reserve Fund; provided, however, that the City Council, on an annual basis, may reduce or eliminate the amount to be transferred if the City Council determines that such reduction or elimination is necessary to assure the sound financial position of the Department.

Since the Fiscal Year ended June 30, 2019, the Electric System has transferred between $19.0 million and $21.9 million per year from the Electric Works Revenue Fund to the City ’s general fund.

Glendale’s Fiscal Year 2023 -24 budget includes a transfer of $23.1 million from the Electric Works Revenue Fund to the City’s general fund.

See “Litigation” below for a discussion of current litigation regarding Glendale’s transfer of funds from the Electric Fund to the City’s general fund.
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Indebtedness; Joint Powers Agency Obligations
Electric System Revenue Bonds. The 2024 Second Series Bonds will be secured by a pledge of and lien upon Net Income of the Electric System on a parity with the 2016 Refunding Bonds, the 2024 Bonds and the 2024 Refunding Bonds and any other parity obligations of the Electric System payable from Net Income of the Electric System issued from time to time. See “ SECURITY AND SOURCES OF PAYMENT FOR THE BONDS ” herein. As of February 1, 2024, in addition to joint powers agency obligations, Glendale had $117.5 million in outstanding principal amount of long-term obligations payable from net revenues of the Electric System (after the payment of operating and maintenance expenses of the Electric System, including Glendale’s obligations with respect to its agreements with joint powers agencies as described under “– Joint Powers Agency Obligations ” below) consisting of approximately (i) $[___] million in outstanding principal of Electric Revenue Bonds, 201 6 Refunding Series; (ii) $[___] million in outstanding principal of E lectric Revenue Bonds, 20 24 Series, and (iii) $ [__] million in outstanding principal of Electric Revenue Bonds, 2024 Refunding Series.

Joint Powers Agency Obligations. As previously discussed, the City is a participant in the following SCPPA projects: the Palo Verde Nuclear Generating Station Project (of which no bonds are outstanding), the Southern Transmission System Project, the Mead- Phoenix Transmission Project, the Mead-Adelanto Transmission Project, the San Juan Unit 3 Project (which was shut down on December 31, 2017, and of which no bonds are outstanding), the Magnolia Power Project, the Prepaid Natural Gas Project, the Natural Gas Project (but the City has no obligation to pay debt service on the Natural Gas Project bonds), the Tieton Hydropower Project, the Linden Wind Energy Project, the Windy Point Project and the Milford Wind Corridor Phase II. See “ – Joint Powers Agency Resources/Remote Ownership Interests. ” To the extent the City participates in projects developed by SCPPA, the City is oblig ated to pay for its proportionate share of the cost of the particular project (see, however, “ – Contingent Obligations Wind Energy Projects” below for a discussion of certain costs now covered by LADWP). In addition, the City has entered into certain power sales contracts with IPA and others for the delivery of electric power from the Intermountain Power Project.

Agreements of the City with SCPPA (other than the agreement relating to SCPPA’s Prepaid Natural Gas Project bonds) and IPA are on a “take-or-pay” basis, which requires payments to be made whether or not projects are completed or operable, or whether output from such projects is suspended, interrupted or terminated. Such payments represent the City’s share of current and long-term obligations.

Payment for these obligations is expected to be made from operating revenues received during the year that payment is due. All of these agreements (other than the agreements relating to SCPPA’s Prepaid Natural Gas Project bonds) contain “step-up” provisions obligating the City to pay a share of the obligations of any defaulting participant. The City’s participation and share of the principal obligations of SCPPA and IPA (without giving effect to any “step-up” provisions) are shown in the following table. [Remainder of page intentionally left blank.]

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GLENDALE WATER AND POWER

OUTSTANDING IPA AND SCPPA OBLIGATIONS
(as of December 1, 2023) [TO BE UPDATED]

Outstanding
Debt
City’s
Participation(1)
City’s Share of
Principal Amount of
Outstanding Debt(2)
IPA
Intermountain Power Project(3) $ 101,675,000 2.124% $ 2,159,577 Renewal Project 1,530,975,000 4.167 63,795,728
SCPPA
STS Project 125,655,000 2.274 2,857,395
STS Renewal Project 677,070,000 5.278 35,735,755
Magnolia Power Project(4) 210,150,000 17.254 36,258,440 Prepaid Natural Gas Project 247,210,000 23.000 56,858,300 Tieton Hydropower Project .......................... 30,800,000 50.000 15,400,000 Linden Wind Energy Project ........................ 81,870,000 10.000 8,187,000(5) Windy Point Project/Windy Flats …...…… 161,845,000 7.630 12,348,774(6) Milford Wind Corridor Phase II ................... 66,385,000 4.902 3,254,193(7) SUBTOTAL $1,600,985,000 $170,899,856
TOTAL $3,233,635,000 $236,855,161
____________________________
(1) Participation obligation is subject to increase upon default of another project participant (other than with respect to SCPPA’s Prepaid Natural Gas Project bonds).
(2) Does not include interest on the debt.
(3) Includes bonds and subordinate notes.
(4) Excludes bonds relating solely to City of Cerritos. (5) LADWP has purchased from Glendale its 10.0% output entitlement share and has agreed to pay costs associated therewith. (6) LADWP has purchased from Glendale its 7.630% output entitlement share and has agreed to pay costs associated therewith. (7) LADWP has purchased from Glendale its 4.902% output entitlement share and has agreed to pay costs associated therewith.

Source: Glendale Water and Power.

For the Fiscal Year ended June 30, 2023, Glendale ’s payments of debt service on its joint powers agency obligations aggregated approximately $7.9 million. Annual debt service on Glendale’s joint powers agency obligations is expected to increase from this level and increase to approximately $15.3 million in the Fiscal Year ending June 30, 2046 due to issuances in 2022 of additional Intermountain Power Project bonds. This projection assumes no additional future debt issuances. Unreimbursed draws under liquidity arrangements supporting joint powers agency variable rate debt obligations bear interest at a maximum rate substantially in excess of the assumed rates stated above and may be subject to repayment to the liquidity provider over a significantly shorter period than the originally scheduled payment of principal on the related bonds. Interest rate swap agreements entered into by joint powers agencies in connection with hedged variable rate joint powers agency obligations may be subject to early termination. In the event of early termination of a joint powers agency interest rate swap agreement, the joint powers agency could be obligated to make a substantial payment to the applicable swap provider a corresponding amount of which termination payment (proportionate to each project participants’ participation share in the related project) could be due from the applicable project participants.

Contingent Obligations for Wind Energy Projects. Glendale has entered into three power sales agreements with SCPPA, under which SCPPA has sold to Glendale on a “take-or-pay” basis, its entitlement share of the capacity and energy in three separate projects; those being (i) an entitlement share of 10.0% of the Linden Wind Energy Project, which consists of the acquisition by SCPPA of an approximately 50 MW nameplate capacity wind powered electric generating facility comprised of 25 wind turbines located near 177 of 724

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the town of Goldendale in Klickitat County, Wash ington, including the structures, facilities, equipment, fixtures, improvements and associated real and personal property and other rights and interests necessary for the ownership and operation of the generation facility and the sale of energy therefrom, (ii) an entitlement share of 4.902% of the Milford Wind Corridor Phase II Project, which consists of the purchase by SCPPA of all energy generated by a 102 MW nameplate capacity wind powered electric generating facility comprised of 68 wind turbines locate d near Milford, Utah, for a term of 20 years (unless earlier terminated), and (iii) an entitlement share of 7.630% of the Windy Point/Windy Flats Project, which consists primarily of the purchase by SCPPA of all energy generated by a 262.2 MW nameplate capacity wind powered electric generating facility comprised of 114 wind turbines and related facilities located in the Columbia Hills area of Klickitat County, Washington near the City of Goldendale, for a term of 20 years (unless earlier terminated). Under each power sales agreement Glendale is obligated to pay its share of debt service on bonds or notes issued by SCPPA for each such project, as well as certain capital and other costs related to operation and maintenance.

In connection with each of the afor ementioned projects, Glendale, SCPPA and LADWP entered into power sales agreements wherein LADWP purchased from Glendale, and Glendale sold and assigned to LADWP, Glendale’s output entitlement share of each such project for the term of Glendale’s respective power sales agreement with SCPPA. Pursuant to each such contract, LADWP agreed to pay to SCPPA each month during the term of the respective contract, an amount equivalent to Glendale ’s share of the monthly costs payable by Glendale under its respective power sales agreement with SCPPA for such output entitlement share for such month, and such amounts received by SCPPA from LADWP are applied to discharge Glendale’s obligations to pay such share of monthly costs under each respective power sales agreement. In addition, Glendale’s other obligations under each power sales agreement with SCPPA are discharged to the extent, but only to the extent, that such obligations are performed by LADWP. Except as discharged as provided in the respective agreements, the obligations of Glendale to pay monthly costs and to perform its other obligations under each power sales agreement with SCPPA are not otherwise affected and the power sales agreement continues as an obligation of Glendale. [Remainder of page intentionally left blank.]

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Historical Operating Results and Debt Service Coverage
The following table shows the historical operating results and debt service coverage on Glendale’s outstanding Electric System bonds during the five Fiscal Years ended June 30, 2019 through June 30, 2023.

The information relating to the Fiscal Years ended June 30, 2019 through June 30, 2023 was prepared by Glendale on the basis of its audited financial statements and information derived from its audited financial statements.

GLENDALE WATER AND POWER

ELECTRIC SYSTEM

HISTORICAL OPERATING RESULTS AND DEBT SERVICE COVERAGE
($ in thousands)
Fiscal Year Ended June 30,
2023 2022 2021 2020 2019

Operating Revenues
Revenues $259,483 $231,821 $217,357 $212,009 $211,748
Other Revenues Available for Debt
Service(1) 18,409 6,371 13,961 23,360 15,315 Total Revenues Available for Debt
Service 277,892 $238,192 $231,318 $235,369 $227,063

Operating Expenses(2)
Production(3) $190,083 $145,451 $141,136 $132,621 $126,468 Transmission & Distribution 47,884 34,657 38,428 38,793 39,953 Customer Accounting & Sales 9,689 12,070 8,340 7,532 7,308 Total Expenses $247,656 $192,178 $187,904 $178,946 $173,729 Net Income Available for Debt
Service $30,236 $46,014 $43,414 $ 56,423 $ 53,334
Debt Service(4) $12,167 $12,168 $12,071 $ 12,071 $ 12,205 Debt Service Coverage 2.49x 3.78x 3.60x 4.67x 4.37x
________________________
(1) Other revenues available for debt service include interest revenues plus other non -operating revenues less other non-operating expenses excluding interest expenses. Does not include contributions in aid. (2) Operating expenses exclude depreciation, gas depletion, capital expenditures and transfers to Glendale ’s general fund (which transfers are payable after the payment of debt service). (3) Includes generation, fuel, purchase power and labor expenses. (4) Represents debt service on Glendale’s outstanding Electric System revenue bonds.

Source: Glendale Water and Power.

The following Statement of Net Position information for the five Fiscal Years ended June 30, 2019 through June 30, 2023 has been prepared by Glendale based upon audited financial statements. [Remainder of page intentionally left blank.]
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GLENDALE WATER AND POWER

ELECTRIC SYSTEM STATEMENT OF NET POSITION
($ in thousands)
Fiscal Year Ended June 30,
2023 2022 2021 2020 2019
ASSETS
Current assets:

Pooled cash and investments $85,662 $136,560 $149,657 $149,612 $138,827 Cash with fiscal agent 2,543 2,332 2,538 2,409 2,251 Investment with fiscal agent 2,398 2,398 2,398 2,398 2,398 Interest receivable 1,709 1,422 1,063 1,440 1,338 Accounts receivable, net 28,314 33,063 31,889 28,231 23,187 Inventories 11,484 9,704 9,401 10,018 6,875 Prepaid items 28,652 8,565 8,381 11,460 12,977 Total current assets 168,780 194,044 205,327 205,568 187,853 Non-current assets:

Capital assets:

Land 6,306 6,306 6,306 6,306 6,306 Natural gas reserve 22,175 22,171 22,166 22,163 22,161 Buildings and improvements 63,970 73,722 73,716 71,334 66,306 Machinery and equipment 440,728 512,684 513,741 510,898 512,627 Intangible assets 422 327 327 327 248 Less: accumulated depreciation (370,730) (414,831) (398,901) (386,335) (377,472) Natural gas depletion (15,162) (14,481) (13,770) (12,978) (12,039) Amortization (276) (241) (156) (70) -
Construction in progress 29,695 9,086 8,075 15,923 27,300 Lease assets 212 203 - - - Total capital assets 177,340 194,946 211,504 227,568 245,437 Pooled designated and invested cash 151,435 124,100 124,100 124,100 124,100 Restricted cash 44,463 41,417 24,032 14,375 7,034 Leases receivable 993 1,016 - - - Total non-current assets 374,231 361,479 359,636 366,043 376,571 Total assets 543,011 555,523 564,963 562,905 564,424 Deferred outflows of resources related to pensions 25,077 8,898 9,569 7,736 10,946 Loss on refunding 3,391 3,627 3,863 4,099 4,335 Deferred outflows of resources related to OPEB 408 467 496 - - Total assets and deferred outflows of resources 571,887 568,515 578,891 583,446 579,705

LIABILITIES AND NET POSITION
Current liabilities:

Accounts payable $29,236 $19,250 $12,035 $10,003 $14,928 Interest payable 2,447 2,572 2,691 2,800 2,904 Bonds payable, due in one year 7,431 7,126 6,841 6,592 6,337 Deposits 1,726 1,355 1,277 2,023 2,408 Total current liabilities 40,840 30,303 22,844 21,418 26,577 Noncurrent liabilities:

Bonds payable 126,097 133,529 140,655 147,496 154,087 Net pension liability 72,144 37,753 68,975 64,601 61,278 OPEB liability 1,867 2,281 2,632 - - Total noncurrent liabilities 200,108 173,563 212,262 212,097 215,365 Total liabilities 240,948 203,866 232,474 233,515 241,942 Deferred inflows resources related to pensions and OPEB 4,986 23,090 334 1,243 1,605 Total liabilities & deferred inflows of resources 245,934 226,956 235,440 234,758 243,547 Net position(1):

Net investment in capital assets 43,249 61,184 72,099 82,386 89,348 Restricted For
Carbon Emissions 37,160 26,718 17,443 7,912 -
Restricted investment(2) 1,634 9,030 919 794 1,365
SCAQMD emission controls 5,669 5,669 5,669 5,669 5,669 Unrestricted 238,241 238,958 247,321 251,927 239,776 Total net position $325,953 $341,559 $343,451 $348,688 $336,158 180 of 724

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_____________________

(1) In 2020, a prior period adjustment of $3,199,000 was made to increase the beginning net position of the Electric Fund, the migration of the transformer inventory function to the GWP warehouse added transformers to the GWP inventory and reduced the previously capitalized assets in the Electric Fund. Additionally, Glendale recorded prior years’ transmission loss credit from the Los Angeles Depar tment of Water & Power (LADWP) for the Intermountain Power Plant losses (IPPLosses), and Intermountain losses (ILosses). Additional information on the Restatement can be found in Note 11 of the 2020 GWP Annual Report, Electric Utility section.

In 2021, a prior period adjustment of $2,398,000 was made to decrease the beginning net position of the Electric Utility. In prior year s, the OPEB liability was only recorded in the governmental activities, because of the immateriality of the allocated liability to the enterprise funds. In Fiscal Year 2020-21, due to the decrease in the discount rate, the OPEB liability increased and it became a material liability in the Electric Utility. (2) Restricted Investment was restated to Restricted Cash and Investments for fiscal years 2019-20 and 2018-19.

Source: Glendale Water and Power.

Wildfire Mitigation Measures
Approximately 62% the City encompasses geographical areas classified by state fire threat maps as “Tier 2 ” or “Tier 3 ” fire-threat areas (i.e., area s of elevated or extreme risk from utility -associated wildfires). However, many of these areas do not contain any Electric System assets that could ignite are wildfire and many others are required to be managed by the property owners to be cle ared for hazardous vegetation. The remaining areas that contain Electric System assets and that are not areas required to be managed by private owners constitute approximately 0.47% of the City’s total area.

The City currently has undertaken a number of wildfire mitigation measures. These include:
• The City responds to red flag wind warnings issued for the area by the National Weather Service by de -energizing (without loss of customer load) the transmission lin e of the Electric System that runs across uninhabited hilly terrain with elevated fire risk. In addition, GWP is looking into employing the broken conductor technology and fast acting protection scheme to mitigate the risk of fire furthermore.
• The City procured 15 fire resistant wrap/coating poles to install in high fire risk locations.

Linemen have replaced two power poles with fire resistant wrap/coated poles and also installed 250 feet of covered conductors in Tier 2 areas. • The City expanded vegetation management to exceed minimum clearance requirements by trimming trees down to the telecommunications level.
• The City installed a device to minimize the risk of fire in brush area from ejecting a blown fuse.
• To evaluate the effectiveness of its wildfire plan, the City developed metrics posted on an internal website to track the number of electrical assets replaced in Tier 2 and Tier 3 areas. • The City e xpanded asset inspections and refin ed its master plan to address end -of-life infrastructure management and mitigate against fire risks from downed power lines or failed equipment that can spark and ignite wildfires. The City signed a three-year contract with an engineering company to conduct a complete assessment of all overhead and underground assets. This inspection program started in November 2022. This assessment includes pole inspections, vault inspections, and inspections of all assets connected to (or within) these assets, including (but not limited to) transformers, crossarms, insulators, conductors, cables, landings, capacitor banks, voltage regulators, and all other attachments.

In addition to assessing the condition of Electric System assets , the program provide s a mechanism to prioritize repair and replacement projects. 181 of 724

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Litigation
General. At any given time, including the present, there are certain claims and disputes that arise in the normal course of the Electric System’ s enterprise activities. Such matters could, if determined adversely to Glendale or the Electric System, affect expenditures by Glendale, and in some cases, its Electric System revenues. The management of the Department is of the view that no pending actions are likely to have a material adverse effect on Glendale’s ability to pay its Electric System obligations.

Grayson Litigation. On March 18, 2022, the Sierra Club filed a Petition for Writ of Mandate (the “Sierra Club Petition”) against the City in the matter of Sierra Club v. City of Glendale, et al., Los Angeles Superior Court Case No. 22STCP00983. The Sier ra Club Petition challenge d the City Council ’s February 15, 2022 certification of a Final Environmental Impact Report for the proposed Grayson Repowering Project and authorizations to move forward with various Grayson Repowering Project development activities. The Sierra Club Petition alleges the Final Environmental Impact Report violates CEQA contending that the Grayson Repowering Project description is inaccurate and incomplete, that the environmental justice analysis is inadequate, and that the Final En vironmental Impact Report failed to adequately disclose and evaluate Grayson’s significant environmental effects. On July 31, 2023, the trial court denied the Sierra Club Petition. The trial court rejected Sierra Club’s arguments, including the alleged inadequacy of the project description and environmental justice analysis, and Sierra Club’s argument that the City needed to study the potential impacts of a future conversion of the plant to burn hydrogen as fuel instead of natural gas.

In a separate case that the Los Angeles Superior Court has coordinated with the above -described Sierra Club matter, on March 21, 2022, Glendale Residents Against Environmental Destruction (“GRAED”) filed a Petition for Writ of Mandate (the “ GRAED Petition ”) against the City ( Glendale Residents Against Environmental Destruction v. City of Glendale, et al., Los Angeles Superior Court Case No. 22STCP01021) also challenging the City Council ’s February 15, 2022 certification of a Final Environmental Impact Report for the proposed Grayson Repowering Project and authorizations to move forward with various Grayson Repowering Project development activities. The GRAED Petition alleges the Final Environmental Impact Report violates CEQA for failing to adequately describe the environmental setting and the project, for insufficient analysis of significant impacts, including impacts on historic resources, for failure to identify and analyze potentially feasible mitigations and prepare a range of reasonable project alternatives, for failure to adequately respond to comments on the draft Environmental Impact Report , and for failure to adopt adequate findings. GRAED also alleges the City violated the Glendale Municipal Code. On J uly 31, 2023, trial court ruled that the procedures the City followed to certify the Final Environmental Impact Report were appropriate and that the Final Environmental Impact Report was legally adequate.

Both GRAED and Sierra Club have filed appeals. GRA ED has twice sought, and the Court of Appeals has twice denied GRAED’s request to stay demolition of the existing Grayson Repowering Project site’s buildings based on same contentions raised at the trial court level . Demolition activities are proceeding on schedule, and the Grayson Repowering Project continues to move forward while litigation continues.

CERTAIN RISK FACTORS
The purchase of the Bonds involves investment risk. Such risk factors include, but are not limited to, the following matters.
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Bonds are Limited Obligations
The Bonds are special, limited obligations of the City. The Bonds do not constitute a debt or liability of the City, the State or of any political subdivision thereof within the meaning of any constitutional or statutory provision, or a pledge of the faith and credit of the City, the State or of any political subdivision thereof, but shall be payable, except to the extent of certain available moneys pledged therefor, solely from Net Income. Neither the faith and credit nor the taxin g power of the City, the State or of any political subdivision thereof is pledged to the payment of the principal of or the interest on the Bonds. The issuance of the Bonds shall not directly or indirectly or contingently obligate the City, the State or a ny political subdivision thereof to levy or to pledge any form of taxation whatsoever therefor or to make any appropriation for their payment.

Limitations on Remedies
The enforceability of the rights and remedies of the owners of the Bonds and the Trustee, and the obligations incurred by the City, may be subject to the following, among others: the limitations on legal remedies against cities in California; the federal bankruptcy code and applicable bankruptcy, insolvency, reorganization, moratorium or simi lar laws relating to or affecting the enforcement of creditors ’ rights generally, now or hereafter in effect; principles of equity which may limit the specific enforcement under State law of certain remedies; the exercise by the United States of America of the powers delegated to it by the U.S. Constitution; and the reasonable and necessary exercise, in certain exceptional situations, of the police power inherent in the sovereignty of the State and its governmental bodies in the interest of serving a significant and legitimate public purpose. Bankruptcy proceedings, or the exercise of powers by the federal or State government, if initiated, could subject the owners of the Bonds to judicial discretion and interpretation of their rights in bankruptcy or other wise, and consequently may entail risks of delay, limitations or modification of their rights. Remedies may be limited since the Electric System serves an essential public purpose.

Electric System Expenses and Collections
There can be no assurance that the City’s expenses for the Electric System will remain at the levels described in this Official Statement. For example, increases in fuel, energy and transmission costs, new environmental regulations and laws or other expenses would reduce the Net Income a nd could require substantial increases in rates or charges.

Although the City has covenanted to collect rates for the Electric System at certain levels, there can be no assurance that such amounts will be collected in the amounts and at the times necessary to make timely payments with respect to the 2024 Second Series Bonds.

Rate Regulation
The authority of the City to impose and collect rates and charges for power service is not currently subject to the direct regulatory jurisdiction of the CPUC or the Federal Energy Regulatory Commission (“FERC”), and presently no other regulatory authority directly limits or restricts such rates and charges.

See “THE ELECTRIC SYSTEM –Electric Rates and Charges. ” It is possible that future Constitutional, legislative or regulatory changes could subject the rates, charges and/or service area of the City to the direct jurisdiction of the CPUC or FERC or to other limitations or requirements under Federal or state law. 183 of 724

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Certain Factors Affecting the Electric Utility Industry The electric utility industry in general has been, and in the future may be, affected by a number of other factors which could adversely impact the financial condition and competitiveness of many electric utilities and the level of utilization of generating and transmission facilities. The City is unable to predict what impact such factors will have on the business operations and financial condition of the Electric System, but the impact could be significant. This Official Statement includes a brief discussion of certain of these factors. See “ DEVELOPMENTS IN THE CALIFORNIA ENERGY MARKETS” and “OTHER FACTORS AFFECTING THE ELECTRIC UTILITY INDUSTRY.”
Proposition 218 and Proposition 26
Proposition 218, a State ballot initiative known as the “Right to Vote on Taxes Act,” was approved by the voters of the State of California on November 5, 1996. Proposition 218 added Articles XIIIC and XIIID to the State Constitution. Article XIIIC imposes a majority voter approval requirement on local governments (including the City) with respect to taxes for general purposes, and a two-thirds voter approval requirement with respect to taxes for special purposes. Article XIIID creates additional requiremen ts for the imposition by most local governments of general taxes, special taxes, assessments and “property- related” fees and charges. Article XIIID explicitly exempts fees for the provision of electric service from the provisions of such article.

Article XIIIC expressly extends the people ’s initiative power to the reduction or repeal of local taxes, assessments, and fees and charges imposed prior to its effective date (November 1996). The California Supreme Court held in Bighorn-Desert View Water Agency v. Verjil, 39 Cal.4th 205 (2006) that, under Article XIIIC, local voters by initiative may reduce a public agency ’s water rates and delivery charges, as those are property-related fees or charges within the meaning of Article XIIID, and noted that the initiative power described in Article XIIIC may extend to a broader category of fees and charges than the property-related fees and charges governed by Article XIIID. Moreover, in the case of Bock v. City Council of Lompoc , 109 Cal.App.3d 52 (1980), the Court of Appeal determined that an electric rate ordinance was not subject to the same constitutional restrictions that are applied to the use of the initiative process for tax measures so as to render it an improper subject of the initiative process. Thus, electric service charges (which are expressly exempted from the provisions of Article XIIID) may be subject to the initiative provisions of Article XIIIC, thereby subjecting such fees and charges to reduction by the electorate. The City has been advised by outside counsel that even if the electric rates of the City are subject to the initiative power, under Article XIIIC or otherwise, the electorate of the City would be precluded from reducing its electric rates and charges in a manner materially and adversely af fecting the payment of the 2024 Second Series Bonds by virtue of the “impairment of contracts clause” of the United States Constitution.

The California electorate approved Proposition 26 at the November 2, 2010 election, amending Article XIIIC of the Calif ornia Constitution. Proposition 26 was designed to supplement tax limitations California voters adopted when they approved Proposition 13 in 1978, and Proposition 218 in 1996.

Proposition 26 applies by its terms to any levy, charge or exaction imposed, inc reased or extended by a local government on or after November 3, 2010. Proposition 26 deems any such levy, charge or fee to be a “tax”, requiring voter approval under Article XIIIC unless it comes within one of the listed exceptions.

Proposition 26 expressly excludes from its definition of a “tax,” among other things, a “charge imposed for a specific government service or product provided directly to the payor that is not provided to those not charged, and which does not exceed the reasonable costs to the l ocal government of providing the service or product.” Proposition 26 is applicable to the electric rates of governmental entities such as the City ’s; therefore, newly adopted rates must conform to its requirements. 184 of 724

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Proposition 26 is subject to interpreta tion by California courts, including the extent to which it is applicable to pre-existing electric rates and general fund transfers. A number of lawsuits have been filed against public agencies in California relating to electric utility fund transfers. In Citizens for Fair REU Rates v. City of Redding (filed on January 20, 2015 and modified on February 19, 2015), for example, the California Court of Appeal considered a ratepayer challenge to a “payment in lieu of taxes” (or “PILOT”) required by the City of Redding to be made by its electric utility as an annual budgetary transfer amount without voter approval. The city’ s PILOT was designed to compensate the general fund for the costs of services that other city departments provide to the electric utility. The amount of the PILOT was equivalent to the ad valorem taxes the electric utility would have had to pay if the electric utility were privately owned.

The suits alleged that the PILOT was passed through to the city ’s electric utility customers as part of th e rates and charges for electric service in excess of the reasonable costs to the city of providing electric service. The Court of Appeal determined that Proposition 26 has no retroactive effect as to local taxes that existed prior to November 3, 2010, but found that since the PILOT was subject to the City Council ’s recurring discretion, the PILOT did not escape the purview of Proposition 26. The Court of Appeal concluded that the PILOT constituted a “ tax” under Proposition 26 for which the city must secure voter approval unless the city proved that the amount collected was necessary to cover the reasonable costs to the city of providing electric service. On April 29, 2015, the California Supreme Court granted review of the decision of the Court of Appeal. The California Supreme Court rendered its decision on August 27, 2018, reversing the judgment of the Court of Appeal. The California Supreme Court determined that the budgetary transfer from the City of Redding electric utility to the city’s general fund, calculated by using the PILOT, itself is not the type of exaction that is subject to Article XIIIC of the California Constitution. The court reasoned that it is only the City of Redding electric utility rate, not the PILOT, that is imposed on customers for electric service. The California Supreme Court concluded that because the total retail rate revenue of the electric utility was insufficient to cover the electric utility’s uncontested operating expenses (other than the PILOT) in the years at issue, the challenged rate did not exceed the reasonable costs of providing electric service, and therefore did not constitute a tax.

The City is unable to predict at this time how Propositions 218 and 26 will ultimately be interpreted by the courts in the context of electric system rates or what their ultimate impact of Proposition 218 or 26 will be.

Future Initiatives
Articles XIIIC and XIIID and the amendments effected thereto by Proposition 26 were adopted as measures that qualified for the ballot pursuant to the State ’s initiative process. From time to time, other initiatives have been, and could be, proposed, and if qualified for the ballot, could be adopted affecting the City’s revenues or the City’s ability to expend revenues. The City is unable to predict either the likelihood of qualification for ballot or passage of these measures or the nature and impact of these measures on t he finances or operations of the Electric System.

A voter initiative entitled “The Taxpayer Protection and Government Accountability Act” (“Initiative 1935”) was recently determined to be eligible for the November 2024 Statewide general election and will be certified as qualified for the ballot in such election, unless withdrawn by its proponent prior to June 27, 2024 or a pending court challenge is successful in preventing Initiative 1935 from appearing on the ballot. Were it to be adopted by the voters i n the Statewide general election, Initiative 1935 would amend the California Constitution to provide, among other things, that charges for services or product provided directly to the payor (such as charges for electricity) are “taxes” subject to voter app roval unless the local government can prove by clear and convincing evidence that the charge is reasonable and does not exceed the “actual cost” of providing the service or product, defined as “(i) the minimum amount necessary to reimburse the government for the cost of providing the service or the product to the payor, and (ii) where the amount charged is not used by the government for any purpose other than reimbursing that 185 of 724

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cost.” If adopted, Initiative 1935 would be subject to judicial interpretation. The City is unable to predict whether and how Initiative 1935, if adopted, would be interpreted by the courts, and there can be no assurance that any such interpretation or application would not have an adverse impact on the City , the Electric System or the revenues of the Electric System.

Loss of Tax Exemption
As discussed under the caption “TAX MATTERS,” interest with respect to the 2024 Second Series Bonds could become includable in gross income for purposes of federal income taxation retroactive to the date of execution and delivery of the 2024 Second Series Bonds as a result of future acts or omissions of the City in violation of certain covenants contained in the Indenture of Trust. Should such an event of taxability occur, the 2024 Second Series Bonds are not subject to special redemption or any increase in interest rate and will remain outstanding until maturity or until redeemed pursuant to the Indenture of Trust.

Casualty Risk
Any natural disaster or other physical calamity could have the effect of reducing revenues through damage to the Electric System and/or adversely affecting the economy of the surrounding area. For example, the City is located in a region of seismic activity. The principal earthquake fault in the Los Angeles and City area is t he San Andreas Fault, which extends an estimated 700 miles from north of the San Francisco area to the Salton Sea in Southern California. At its nearest point, it is approximately 30 miles from the City.

Announcements on January 20, 1995, by the scientist s associated with the Southern California Earthquake Center indicated that the probability of a magnitude 7 or greater earthquake on the Richter Scale occurring in Southern California is between 80% and 90% in the 30 year period following the announcement. It is impossible to accurately predict the cost or effect of such an earthquake on the Electric System and on the City’s ability to provide continued uninterrupted service to all parts of its service area.

A future earthquake could cause significant damage to the City and the facilities of the Electric System and could adversely affect the ability of the City to meet all of its financial obligations. On January 17, 1994, an earthquake of approximately 6.6 magnitude on the Richter Scale was centered in the northwest San Fernando Valley section of the City of Los Angeles. It caused widespread damage to commercial and residential structures and to major freeways, causing business interruptions and disrupting the normal flow of traffic. Its damaging effects were felt over a large area, and the providing to the City of transmission services by the Cities of Pasadena and Burbank over the Pacific Intertie DC Transmission Line was temporarily interrupted because of damage to the Sylmar Converter Station. The Electric System was not significantly damaged by this earthquake. In the event of a severe earthquake, however, the amount of moneys available to pay debt service on the Bonds could be reduced significantly.

Cybersecurity
The City, including the Electric System, like many other public and private entities, relies on computer and other digital networks and systems to conduct its operations. As a recipient and provider of personal, private or other sensitive electronic information, the City is potentially subject to multiple cyber threats, including without limitation hacking, viruses, ransomware, malware and other attacks. United States government agencies have in the past issued warnings indicating that critical infrastructure sectors such as electric systems may be specific targets of cybersecurity threats.

The City has implemented practices, engineering and procedures and has made investments to protect against and mitigate the adverse effects of cyberattacks, including steps to harden its cybersecurity 186 of 724

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and provide training for employees in cyber awareness a nd the use of the City’s digital networks and systems. The City currently maintains limited commercial cyber insurance coverage, but is not required to do so. No assurance can be given that the City’s efforts to manage cyber threats and attacks will be successful in all cases, or that any such attack will not materially impact the operations or finances of the City or disrupt the operation of the Electric System.

See the caption “OTHER FACTORS AFFECTING THE ELECTRIC UTILITY INDUSTRY - Federal Policy on Cyber Security.”

DEVELOPMENTS IN THE CALIFORNIA ENERGY MARKETS
State Legislation and Regulatory Proceedings
A number of bills affecting the electric utility industry have been introduced or enacted by the California Legislature in recent years. In general, these bills regulate greenhouse gas emissions and provide for greater investment in energy efficiency and environmentally friendly generation and storage alternatives, principally through more stringent renewable resource portfolio standard requirements and more aggressive emissions reduction programs to combat the effects of climate change. More r ecently, enacted legislation has also focused on addressing issues relating to wildfire risks and occurrences in California, including imposing certain requirements on electric utilities in connection with planning for and mitigating such occurrences and risks. The following is a brief summary of certain of these bills that have been enacted. This discussion does not purport to be comprehensive or definitive, and these matters are subject to change subsequent to the date hereof.

Greenhouse Gas Emissions – Background; Global Warming Solutions Act. In September 2006, then-Governor Schwarzenegger signed into law Assembly Bill 32, the Global Warming Solutions Act of 2006 (hereinafter, the “ GWSA”), which became effective on January 1, 2007. The GWSA prescribed a statewide cap on global warming pollution with a goal of returning to 1990 greenhouse gas emission levels by 2020 as prescribed by Executive Order S -3-05 of the Governor issued on June 1, 2005. In September 2016, then-Governor Brown signed into law Senate Bill 32 ( “SB 32”), an amendment to the G WSA. SB 32, which became effective as law on January 1, 2017, codified a new interim statewide greenhouse gas emission reduction target, consistent with Executive Order B -30-15, signed by Governor Brown on April 29, 2015. SB 32 requires the California Air Resources Board (“CARB”), which, pursuant to the GWSA, is the designated state agency charged with monitoring and regulating sources of emissions of greenhouse gases, to ensure that statewide greenhouse gas emissions are reduced to at least 40% below the 1990 level no later than December 31, 2030.

Senate Bill 350 ( “SB 350”), signed by then- Governor Brown in October 2015 (and additionally discussed under “– Renewables Portfolio Standard” below), requires CARB, in consultation with the CPUC and the California Energy Commission (the “CEC”), to establish 2030 greenhouse gas emission targets for each electric utility in the State. At present, these targets are non -binding, and primarily intended to help the State measure progress toward the 2030 statewide goal outlined in SB 32. The targets, however, are an input to the integrated resource plans that are required of the State’s 16 largest local publicly-owned electric utilities (“POUs”), including the City’s Electric System. See “– Renewables Portfolio Standard” below.

The GWSA also established an annual mandatory reporting requirement for all investor -owned utilities ( “IOUs”), POUs, and other load- serving entities (electric utilities providing energy to end -use customers) to inventory and report greenhouse gas emissions to CARB, required CARB to adopt regulations for significant greenhouse gas emission sources (allowing CARB to design a “cap-and-trade” program) and gave CARB the authority to enforce such regulations beginning in 2012. The City is complyi ng with the applicable reporting requirements under the GWSA.
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Assembly Bill 1279 (“AB 1279”) established additional greenhouse-gas emission reduction goals.

AB 1279 declares the policy of the State both to achieve net -zero greenhouse gas emissions as soon as possible, but no later than 2045, and achieve and maintain net negative greenhouse gas emissions thereafter, and to ensure that by 2045, Statewide anthropogenic greenhouse gas emissions are reduced to at least 85% below the 1990 levels. Under AB 1279, “net zero greenhouse gas emissions” means emissions of greenhouse gases to the atmosphere are balanced by removals of greenhouse gas emissions over a period of time. At present, these targets are non-binding, and primarily intended to help the State progress toward the 2045 Statewide goal outlined in AB 1279.

Greenhouse Gas Emissions – Cap-and-Trade Program. Pursuant to the GWSA, CARB has adopted a series of regulations implementing a cap-and-trade program. The initial cap-and-trade regulation became effective on January 1, 2012. Emission compliance obligations under the regulation began on January 1, 2013. The cap- and-trade program covers sources accounting for 85% of California ’s greenhouse gas emissions, the largest program of its type in the United States.

The cap-and-trade regulations impose aggregate emissions limitations on the electricity generation industry in California. The cap-and-trade regulations require all regulated entities to obtain and submit to CARB compliance instruments (allowances and /or offsets) with respect to greenhouse gas emissions relating to its State generation activities, as well as for imported electricity from dedicated out -of-state resources. The cap-and-trade program includes the distribution of carbon allowances equal to the annual emissions cap. The City, like other electric utilities, receives administrative allocations of allowances for some of its expected greenhouse gas emissions. Additional allowances are auctioned quarterly. Entities that emit greenhouse gases at levels above those for which they receive administrative allocations, if any, must purchase the additional allowances they require at the CARB auctions or on the secondary market from other covered entities with surplus allowances. IOUs are required to aucti on the allowances they received for free from CARB. This requirement also applies to POUs that sell electricity into the California Independent System Operator Corporation ( “CAISO”) markets, other than sales of electricity from resources funded by municipa l tax-exempt debt where the POU makes a matched purchase to serve its traditional retail customers. Utilities required to sell their allowances in the auctions are then required to purchase allowances to meet their compliance obligations, and use any remai ning proceeds from the sale of their allocated allowances for the benefit of their ratepayers and to meet the goals of the GWSA. POUs that do not sell into the CAISO markets, and those that sell into the CAISO markets only electricity from resources funded by municipal tax-exempt debt, have three options (which are not mutually exclusive) once their allocated allowances have been distributed to them. They can (i) place allowances in their compliance accounts to meet compliance obligations, (ii) place allowances in the compliance account of a joint powers agency or public power utility that generates power on their behalf, and/or (iii) auction the allowances and use the proceeds to benefit their ratepayers and meet the goals of the GWSA.

The cap -and-trade pro gram also allows covered entities to use offset credits for compliance (initially not exceeding 8% of a covered entity ’s compliance obligation through the end of 2020). Offsets can be generated by emission reduction projects in sectors that are not regulat ed under the cap -and-trade program. CARB has approved the following types of offset projects: urban forest projects, reforestation projects, destruction of ozone -depleting substances, livestock methane management projects, destruction of fugitive coal mine methane and rice cultivation practices. CARB will continue to consider additional and updated offset protocols, including international, sector-based offsets; CARB is also required to reform the offset program pursuant to AB 398 as discussed below.

On July 17, 2017, the California Legislature passed AB 398, extending the cap-and-trade program from 2021 to 2030. AB 398 passed both houses with a 2/3 supermajority vote, which protects the legislation from certain legal challenges. Under AB 398, the distribut ion of free carbon allowances is continued for certain industrial sectors. However, AB 398 imposes stricter limits on the use of offset credits for 188 of 724

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compliance, with 4% of a covered entity’s compliance obligation to be allowed to be satisfied with offsets from 2021 through 2025, and 6% thereafter. In addition, one-half of any such offsets will be required to be in California. Under AB 398, CARB was directed to address the following: establish a price ceiling, offer non-tradeable allowances at two price containment points below the price ceiling, transfer current vintages unsold for more than 24 months to the allowance price containment reserve, evaluate and address allowance over-allocation concerns, set industry assistance factors for allowance allocation, and establish allowance banking rules. Under AB 398, CARB was directed to include cost containment provisions to keep allowance prices from rising too high and pushing business expansion outside of the state (referred to as “ leakage”).

AB 398 was passed in conjunction with AB 617, which strengthens the monitoring of criteria air pollutants and toxic air contaminants in local communities. Amendments to the cap -and-trade regulations to reflect the requirements of AB 398 have been adopted by CARB and went into effect on April 1, 2019.

California’s cap-and-trade program is linked to the equivalent program in Quebec, Canada. The program may in future years be linked to additional Canadian provincial cap- and-trade programs, and possibly other U.S. state cap-and-trade programs. The City is unable to predict at this time the full impact of the cap-and-trade program over the long- term on the Electric System or on the electric utility industry generally or whether any additional changes to the adopted program will be made.

Since the advent of the cap -and-trade program in 2012, regulations by CARB have provided the electric sector, including the Electric System, with sufficient allocated greenhouse gas allowances or credits to cover existing operations in meeting retail load obligations. The City may bank allocated allowances in its compliance account to satisfy a portion of its ongoing compliance obligations. The City may also buy or sell allowances in the quarterly auctions or on the bi -lateral market to mee t its additional compliance obligations. The City could be adversely affected by future changes in the allowance allocation methodology or by future reductions in the quantity of allowances allocated to it under CARB regulations, if the greenhouse gas emis sions of its resource portfolio are in excess of the allowances administratively allocated to it and it is required to purchase compliance instruments on the market to cover its emissions.

Greenhouse Gas Emissions – Emissions Performance Standard. Senate Bill 1368 ( “SB 1368”) became effective as law on January 1, 2007. SB 1368 provided for an emission performance standard (“EPS”), restricting new investments in baseload fossil fuel electric generating resources that exceed a specified rate of greenhouse gas emissions. SB 1368 allows the CEC to establish a regulatory framework to enforce the EPS for POUs such as the City ’s Electric System. The CEC regulations prohibit any investment in baseload generation that does not meet the EPS of 1,100 pounds of carbon dioxide (“CO2”) per MWh of electricity produced, with limited exceptions for routine maintenance, requirements of pre - existing contractual commitments, or threat of significant financial harm.

As modified, the EPS regulations require a POU to post a notic e of a public meeting at which its governing board will consider any expenditure over $2.5 million to meet environmental regulatory requirements at a non-EPS compliant baseload facility. In addition, each POU is required to file an annual notice identifyin g all investments over $2.5 million that it anticipates making during the subsequent 12 months on non- EPS compliant baseload facilities to comply with environmental regulatory requirements. This requirement is waived for any POU that has entered into a binding agreement to divest within five years of all baseload facilities exceeding the EPS. CEC staff has confirmed that the $2.5 million threshold applies to an individual investment by each utility, and not the combined investment of all participants in a project.

Energy Procurement and Efficiency Reporting. Senate Bill 1037 (“SB 1037”) was signed by then Governor Schwarzenegger on September 29, 2005. It requires that each POU, including the City, prior to procuring new energy generation resources, first acquire all available energy efficiency, demand reduction, and renewable resources that are cost -effective, reliable and feasible. SB 1037 also requires each POU to 189 of 724

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report annually to its customers and to the CEC its investment in energy efficiency and deman d reduction programs. The City has complied with such reporting requirements.

Assembly Bill 2021 ( “AB 2021”), signed by then Governor Schwarzenegger on September 29, 2006, requires that POUs establish, report, and explain the basis of the annual energy efficiency and demand reduction targets by June 1, 2007 and every three years thereafter for a ten- year horizon. A subsequent amendment, Assembly Bill 2227, extended the time interval for establishing annual targets from every three years to every four years. The City has complied with this reporting requirement under AB 2021. The information obtained from the POUs from these reporting requirements is utilized by the CEC to present the progress made by the POUs towards the statewide goal to double energy efficiency savings in electricity and natural gas final end uses by 2030, to the extent doing so is cost effective, feasible, and does not adversely impact public health and safety, as prescribed in SB 350. In addition, the CEC can provide recommendations for i mprovement to assist each POU in achieving cost -effective, reliable, and feasible savings in conjunction with the established targets for reduction. See “ – Renewables Portfolio Standard” below.

SB 350 further requires the CEC to establish annual targets for statewide energy efficiency savings and demand reduction that will achieve a cumulative doubling of statewide energy efficiency savings in electricity and natural gas final end uses of retail customers by January 1, 2030. The CPUC is required to establish energy efficiency targets for electrical and gas corporations consistent with this goal, and specify programs that may be used to achieve the goal. POUs are required to establish annual targets for energy efficiency savings and demand reduction consisten t with the goal and to report those targets to the CEC every four years for the next 10- year period. The bill provides guidance as to what measures qualify and requires an evaluation of feasibility and cost effectiveness in setting annual targets for those savings.

Biomass Legislation. Senate Bill 859 ( “SB 859”), signed by then- Governor Brown in September 2016, requires IOUs and POUs that serve more than 100,000 customers, to procure, through financial commitments of five years, their proportionate shares (based on the ratio of the utility’s peak demand to the total statewide peak demand), of 125 MW of cumulative rated capacity from existing bioenergy projects that generate energy from (a) a byproduct of sustainable forestry management and (b) high fire -hazard zones. Senate Bill 901 (“SB 901”), signed into law in September 2018, requires POUs with certain biomass contracts to seek to extend their term five years past the original expiration date. The City currently has approximately 90,000 customers and, for that reason, is currently not subject to the procurement requirements of SB 859 and SB 901. Senate Bill 1109 (“SB 1109”) signed into law by Governor Newsom on September 16, 2022 (and effective on January 1, 2023) modifies SB 859’s requirement, instead requiring IOUs and POUs that serve more than 100,000 customers to procure, by December 1, 2023, through financial commitments of five to 15 years, their proportionate shares (based on the ratio of the utility’s peak demand to the total statewide peak demand) , of 125 MW of cumulative rated capacity from existing bioenergy projects that generate energy from (a) a byproduct of sustainable forestry management and (b) high fire - hazard zones. The City is similarly not subject to SB 1109.

Renewables Portfolio Standard. Senate Bill X1-2 (“SBX1-2”), the California Renewable Energy Resources Act, was signed into law by Governor Brown on April 12, 2011. SBX1-2 required each POU to adopt and implement a renewable energy resource procurement plan and established targets for three compliance periods for the procurement of at least the following amounts of electricity products from eligible renewable energy resources, which could include renewable energy certificates ( “RECs”), as a proportion of total kilowatt hours sold to the utility’ s retail end -use customers: (i) over the 2011- 2013 compliance period, an average of 20% of retail sales from January 1, 2011 to December 31, 2013, inclusive; (ii) over the 2014- 2016 compliance period, a total equal to 20% of 2014 retail sales, 20% of 2015 retail sales, and 25% of 2016 retail sales; and (iii) over the 2017-2020 compliance period, a total equal to 27% of 2017 retail sales, 29% of 2018 retail sales, 31% of 2019 retail sales, and 33% of 2020 retail sales. The 190 of 724

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governing boards of POUs are responsible for implementing the requirements of SBX1- 2, rather than the CPUC, as is the case for the IOUs. In addition, the CEC was given certain enforcement authority for POUs and CARB was given the authority to set penalties. The CEC has developed detailed rules to implement SBX1-2, and has adopted regulations for the enforcement of the RPS program requirements for POUs, which regulations have been subsequently amended from time to time.

SB 350, the Clean Energy and Pollution Reduction Act of 2015, was signed into law by then Governor Brown on October 7, 2015. SB 350, as enacted, establishes an RPS target of 50% by December 31, 2030 for the amount of electricity generated and sold to retail customers from eligible renewable energy resources for retail sellers and POUs, including interim targets of (i) 40% by the end of the 2021- 2024 compliance period, (ii) 45% by the end of the 2025-2027 compliance period and (iii) 50% by the end of the 2028-2030 compliance period.

SB 350 requires each retail seller of electricity (including IOUs, most POUs above a certain size threshold, community choice aggregators and energy service providers) to provide a renewa ble energy procurement plan on an annual basis, and to file an integrated resource plan (“IRP”) at least once every five years, commencing no later than January 1, 2019, for CEC review. POUs with an annual electrical demand exceeding 700 gigawatt hours (as determined on a three -year average commencing January 1, 2013) are subject to this requirement, which applies to the State’s 16 largest POUs. The governing body of the POU is responsible for adopting the IRP, subject to review by the CEC, which can recommend modifications to correct any shortcomings. This IRP is required to include the affected utility’ s plans to meet the 2030 interim emissions reductions goal set by CARB. The City has approved and adopted an integrated resource plan, and the CEC has deter mined that the City ’s plan is complete and consistent with the SB 350 requirements.

Senate Bill 100 ( “SB 100”), the 100 Percent Clean Energy Act of 2018, was signed into law by then-Governor Brown in September 2018. SB 100 accelerates the State’s RPS target as established by SB 350 from 50% by 2030 to 60% by 2030 and sets a goal of 100% “clean energy” by the year 2045. SB 100 requires retail electric sellers and local publicly-owned electric utilities to procure a minimum quantity of electric products from eligible renewable energy resources so that the total kWhs of those products sold to retail end-use customers achieve 44% of retail sales by December 31, 2024, 52% of retail sales by December 31, 2027 and 60% of retail sales by December 31, 2030. SB 100 further establishes a State policy that eligible renewable energy resources and zero-carbon resources supply 100% of retail sales of electricity to California end-use customers by December 31, 2045. On the last day of the legislative session, after the passage of SB 100 in both the State Assembly and the State Senate, the bill ’s author, Senator Kevin de Leon, filed a “Letter to the Journal” clarifying the intent of SB 100, stating that “ SB 100 does not seek to require retail sellers of electricity to default on existing contractual obligations to deliver electricity to California customers from existing zero -carbon generating facilities.” This clarification allows existing nuclear resources (such as the Palo Verde Nuclear Generating Station) and large hydropow er resources (such as Hoover Dam) to help meet the policy standard set forth in SB 100 that eligible renewable and zero- carbon resources supply 100% of retail sales of electricity by December 31, 2045.

In December 2020, the CEC adopted regulations to updat e the RPS Enforcement Procedures for Publicly Owned Utilities, including to update regulations amended by both SB 350 and SB 100, among other enacted bills. This includes implementing a major provision from SB 350, pertaining to long- term procurement of re newable resources, which requires, beginning January 1, 2021, that at least 65% of renewables procurement must be for a duration of 10 years or more. The regulations implement the new RPS procurement requirements for the compliance periods between 2021 and 2030, establish soft procurement targets for the intervening years of the compliance periods to demonstrate reasonable progress in meeting the RPS procurement target for the compliance periods, and establish three -year compliance 191 of 724

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periods beginning after 2030. The regulations also specify standards for 10- year procurement contracts to meet the long-term procurement requirement.

Senate Bill 1020 (“SB 1020”), the Clean Energy, Jobs, and Affordability Act of 2022, signed into law by Governor Newsom on Septem ber 16, 2022 (and effective on January 1, 2023), revises SB 100’ s State policy on eligible renewable energy resources and zero -carbon resources supply. Under the revised State policy, eligible renewable energy resources and zero -carbon resources would sup ply (i) 90% of all retail sales of electricity to California end-use customers by December 31, 2035, (ii) 95% of all retail sales of electricity to California end -use customers by December 31, 2040, (iii) 100% of all retail sales of electricity to California end-use customers by December 31, 2045, (iv) and 100% of electricity procured to serve all state agencies by December 31, 2035. SB 100 had expressly excluded consideration of the energy, capacity, or any attribute from the Diablo Canyon Unit 1 and Unit 2 nuclear generating facilities in meeting the State ’s eligible renewable and zero -carbon resources supply policies. SB 1020 eliminates that exclusion.

Legislation Relating to Wildfires; Related Risks. Senate Bill 1028 (“SB 1028”) was signed into law by then-Governor Brown in September 2016. SB 1028 requires that each POU and each electric cooperative in the State construct, maintain, and operate its electrical lines and equipment in a manner that will minimize the risk of catastrophic wildfire posed b y those electrical lines and equipment. SB 1028 requires the governing board of each POU to determine, based on historical fire data and local conditions, and in consultation with the fire departments or other entities responsible for the control of wildfi res within the geographical area where the utility’ s overhead electrical lines and equipment are located, whether any portion of that geographical area has a significant risk of wildfire resulting from those electrical lines and equipment, and if so, to pr esent for board approval wildfire mitigation measures the utility intends to undertake to minimize the risk of its overhead electrical lines and equipment causing a catastrophic wildfire.

SB 901, signed into law by then- Governor Brown in September 2018, a mends certain provisions of SB 1028 requiring POUs and electric cooperatives to prepare wildfire mitigation measures if the utilities’ overhead electrical lines and equipment are located in an area that has a significant risk of wildfire resulting from those electrical lines and equipment. Under SB 901, each POU or electric cooperative was required to prepare a wildfire mitigation plan before January 1, 2020. SB 901 requires the wildfire mitigation plan to be updated annually thereafter. SB 901 requires specified information and elements to be considered as necessary, at minimum, in the wildfire mitigation plan. The POU or electric cooperative is required to present each wildfire mitigation plan in an appropriately noticed public meeting, and to accept comme nts on its wildfire mitigation plan from the public, other local and state agencies, and interested parties. In addition, SB 901 requires the POU or electric cooperative to contract with a qualified independent evaluator with experience in assessing the sa fe operation of electrical infrastructure to review and assess the comprehensiveness of its wildfire mitigation plan. The report of the independent evaluator is to be made available to the public and to be presented at a public meeting of the POU’s governing board.

Assembly Bill 1054 ( “AB 1054”) was signed into law by Governor Newsom on July 12, 2019.

AB 1054 was enacted as an urgency statute to take effect immediately. AB 1054 establishes a Wildfire Fund of approximately $21 billion to provide liquidity for IOUs to facilitate payment of eligible, uninsured third-party damage claims resulting from future catastrophic wildfires. POUs, including the City’s Electric System, are not eligible to receive funding from the Wildfire Fund. AB 1054 revises the cost r ecovery review of wildfire costs and expenses for IOUs before the CPUC, and establishes safety certification protocols that IOUs must meet in order to participate in the Wildfire Fund. AB 1054 provides for a cap on an IOU ’s obligations to reimburse the Wildfire Fund and a presumption of reasonableness if a utility develops and maintains a valid safety certification. To receive the safety certification from the CPUC, the IOU must develop and implement an approved wildfire mitigation plan, implement the findings of its safety culture assessments, establish a safety committee of its board of directors, establish board level reporting 192 of 724

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to the CPUC on safety issues, and adopt a compensation structure tied to safety performance, among other requirements. The major IOUs in California are participants in the Wildfire Fund.

AB 1054 expands on the existing requirements established under SB 901 for POUs to develop and implement wildfire mitigation plans. AB 1054 also establishes the California Wildfire Safety Advisory Board (the “Wildfire Advisory Board”), a seven member board appointed by the Governor (five members), the Speaker of the State Assembly (one member) and the State Senate Committee on Rules (one member).

The Wildfire Advisory Board advises the Office of Energy Infrastructure Safety on electrical corporations’ wildfire mitigation plans, requirements for these plans, and other wildfire safety matters. Additionally, the Wildfire Advisory Board reviews the wildfire mitigation plans submitted by POUs and electric al corporations as discussed in more detail below. The Wildfire Advisory Board also serves as an additional forum for the public to provide input on the important topic of wildfire safety. AB 1054 requires each POU to update its plan annually and to comprehensively revise its plan at least once every three years. Under AB 1054, the Wildfire Advisory Board is required to provide comments and an advisory opinion regarding the content and sufficiency of plans and to make recommendations on how to mitigate wildfire risks. The City has prepared and submitted wildfire mitigation plans in accordance with the provisions of SB 901 and AB 1054 as required. See also “THE ELECTRIC SYSTEM – Wildfire Mitigation Measures.” A number of significant wildfires have occurred in California every year since 2017. Under the doctrine of inverse condemnation (a legal concept that entitles property owners to just compensation if their property is damaged by a public use), California courts have imposed liability on utilities in lega l actions brought by property holders for damages caused by the utility’ s infrastructure. Thus, if the facilities of a utility, such as its electric distribution and transmission lines, are determined to be the substantial cause of a fire, and the doctrine of inverse condemnation applies, the utility could be liable for damages without having been found negligent. In August 2019, in its decision in the case of City of Oroville v. Superior Court of Butte County (2019) 7 Cal.5th 1091, 446 P.3d 304, involving damages related to sewage overflows from a city sewer system, the California Supreme Court held that to succeed on an inverse condemnation claim, a property owner must demonstrate that the property damage was the probable result or necessary effect of an i nherent risk associated with the design, construction or maintenance of the relevant public improvement. None of SB 1028, SB 901 or AB 1054 addresses the existing legal doctrine relating to utilities’ liability for wildfires. How any future legislation or judicial decisions addresses California ’s inverse condemnation and liability issues for utilities in the context of wildfires in particular could be significant for the electric utility industry, including the City and the Electric System.

The City applied for and received two California Arrearage Payment Program payments. The first was applied to customers credits totaling $4,995,041, and the second to customer credits totaling $1,521,737.

Impact of California Energy Market Developments
The effect of the developments in the California energy markets described above on the City’ s Electric System cannot be fully ascertained at this time. Also, volatility in energy prices in California may return due to a variety of factors that affect both the supply and demand for and cost of electric energy in the western United States. These factors include, but are not limited to, the adequacy of generation resources to meet demand at all hours, the availability and cost of renewable energy, the impact of economy- wide greenhouse gas emission legislation and regulations, fuel costs and availability, weather effects on customer demand, the impacts of climate change, wildfire mitigation and potential liability cost recovery, insurance costs, transmission congestion, the strength of the economy in California and surrounding states and levels of hydroelectric generation within the region (including the Pacific Northwest). See “ OTHER FACTORS AFFECTING THE ELECTRIC UTILITY INDUSTRY. ” This price volatility may contribute to greater volatility in the revenues of the Electric System from the sale (and purc hase) of electric energy and, 193 of 724

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therefore, could materially affect the financial condition of the City ’s Electric System. The Department undertakes resource planning and risk management activities and manages its resource portfolio to mitigate such price volatility and spot market rate exposure.

OTHER FACTORS AFFECTING THE ELECTRIC UTILITY INDUSTRY
Federal Energy Legislation
Energy Policy Act of 2005. Under the federal Energy Policy Act of 2005 ( “EPAct 2005”), FERC was given refund authority over POUs if they sell into short-term markets, like the CAISO markets, and sell eight million MWhs or more of electric energy on an annual basis. In addition, FERC was given authority over the behavior of market participants. Under FERC’s authority it can impose penalties on any seller for using a manipulative or deceptive device, including market manipulation, in connection with the purchase or sale of energy or of transmission service. The Commodity Futures Trading Commission also has jurisdiction to enforce certain types of market manipulation or deception claims under the Commodity Exchange Act.

EPAct 2005 authorized FERC to issue permits to construct or modify transmission facilities located in a national interest electric transmission corridor if FERC determines that the statutory conditions are met.

EPAct 2005 also required the creation of an Electric Reliability Organization ( “ERO”) to establish and enforce, under FERC supervision, mandatory reliability standards ( “Reliability Standards”) to increase system reliability and minimize blackouts. Failure to comply with such Reliability Standards exposes a utility to significant fines and penalties by the ERO.

NERC Reliability Standards. As described above, EPAct 2005 required FERC to certify an ERO to develop mandatory and enforceable Reliability Standards, subject to FERC review and approval. The Reliability Standards apply to users, owners and operators of the Bulk-Power System, as more specifically set forth in each Reliability Standard. On February 3, 2006, FERC issued Order 672, which certified the North American Electric Reliability Corporation (“NERC”) as the ERO. Many Reliability Standards have since been approved by FERC. Such standards pertain not only to the planning, operations, and maintenance of Bulk-Power System facilities, but also to the cyber and physical security of certain critical facilities.

The ERO or the entities to which NERC has delegated enforcement authority through an agreement approved by FERC (“Regional Entities”), such as the WECC, may enforce the Reliability Standards, subject to FERC oversight, or FERC may independently enforce them. Potential monetary sanctions include fines of up to $1 million per violation per day. FERC Order 693 further provided the ERO and Regional Entities with the discretion necessary to assess penalties for such violations, while also having discretion to calculate a penalty without collecting the penalty if circumstances warrant.

Federal Regulation of Transmission Access
EPAct 2005 authorizes FERC to compel “open acce ss” to the transmission systems of certain utilities that are not generally regulated by FERC, including municipal utilities if the utility sells more than four million MWhs of electricity per year. Under open access, a transmission provider must allow all customers to use the system under standardized rates, terms and conditions of service.

FERC Order No. 888 requires the provision of open access transmission services on a nondiscriminatory basis by all “ jurisdictional utilities” (which, by definition, doe s not include municipal entities like the City) by requiring all such utilities to file Open Access Transmission Tariffs ( “OATTs”).

Order No. 888 also requires “non-jurisdictional utilities” (which, by definition, does include the City) that purchase transmission services from a jurisdictional utility under an open access tariff and that owns or 194 of 724

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controls transmission facilities to provide open access service to the jurisdictional utility under terms that are comparable to the service that the non-jurisdictional utility provides itself. Section 211A of EPAct 2005 authorizes, but does not require, FERC to order unregulated transmission utilities to provide transmission services. Specifically, FERC may require an unregulated transmitting utility to provide acce ss to their transmission facilities (1) at rates that are comparable to those that the unregulated transmitting utility charges to itself; and (2) on terms and conditions (not relating to rates) that are comparable to those under which the unregulated transmitting utility provides transmission services to itself that are not unduly discriminatory or preferential.

On February 16, 2007, FERC issued Order 890, which concluded that reform of its pro forma OATT was necessary to reduce the potential for undue discrimination and provide clarity in the obligations of transmission providers and customers. Significantly, in Order 890 FERC stated that it will implement its authority under Section 211A with respect to unregulated transmitting utilities on a case-by-case basis and retain the current reciprocity provisions.

On July 21, 2011, FERC issued Order 1000, which among other things requires public utility (jurisdictional) transmission providers to participate in a regional transmission planning process that produces a regional transmission plan and that incorporates a regional and inter -regional cost allocation methodology. Further, FERC states that it has the authority to allocate costs to beneficiaries of transmission services, even in the absence of a contractual relationship between the owner of the transmission facilities and the beneficiary. Under EPAct 2005, FERC may not require municipal utilities to join regional transmission organizations, in which participating utilities allow an independent entity to oversee operation of the utilities ’ transmission facilities. FERC has stated, however, that FERC expects such utilities to participate in the regional processes for transmission planning and that FERC will pursue associated complaints against such utilities on a case-by-case basis.

At its April 2022 meeting, FERC issued a Notice of Proposed Rulemaking that would, if adopted, result in reforms to the planning of the nation ’s transmission system as well as the allocation of costs for new transmission projects. The Notice follows input FERC sought from interested parties on a variety of reforms aimed at expanding the nation ’s transmission grid to accommodate the surge of renewable generation expected in the next two decades to achieve aggressive decarbonization goals of the Biden Administration and many states. The Notice addresses reforms to transmission planning and cost allocation.

Federal Policy on Cybersecurity
On February 13, 2013, then President Obama issued the Executive Order “ Improving Critical Infrastructure Security ” (the “Infrastructure Security Executive Order ”). Among other things, the Infrastructure Security Executive Order called for improved information sharing and processing of security clearances for owners and operators of critical infrastructure. The Infrastructure Security Executive Order further required the Secretary of Commerce to direct the National Institute of Standards and Technology (“NIST”) to lead the development of a framework ( “Framework”) to reduce cyber risks to critical infrastructure. The voluntary Framework will continue to be updated and improved as industry provides feedback on implementation.

The Cybersecurity Information Sharing Act of 2015 was signed into law on December 18, 2015 as part of the year-end Omnibus Appropriations Act. It creates an industry-supported, voluntary cybersecurity information sharing program that encourages both public and private sector entities to share cyber-related threat information.

In September 2018, then President Trump signed the “ National Cyber Strategy,” which sought to update the nation’s cybersecurity strategy for the first time in 15 years and identified “ energy and power” 195 of 724

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as one of the seven key areas for protection. FERC has also sought to expand reporting rules for incidents involving attempts to compromise operation of the electric grid and address supply chain cybersecurity risks.

In March of 2023, the Biden administration adopted the 2023 National Cybersecurity Strategy. The 2023 National Cybersecurity Strategy replaces but continues momentum on many of the priorities of the 2018 National Cyber Strategy. The 2023 National Cybersecurity Strategy seeks to build and enhance collaboration around five pillars: (1) Defend Critical Infrastructure; (2) Disrupt and Dismantle Threat Actors; (3) Shape Market Forces to Drive Security and Resilience; (4) Invest in a Resilient Future; and (5) Forge International Partnerships to Pursue Shared Goals.

Environmental Issues
General. Electric utilities are subject to continuing environmental re gulation. Federal, State and local standards and procedures that regulate the environmental impact of electric utilities are subject to change. These changes may arise from continuing legislative, regulatory and judicial action regarding such standards and procedures. Consequently, there is no assurance that any facilities or projects of the City will remain subject to the laws and regulations currently in effect, will always be in compliance with future laws and regulations or will always be able to obtain all required operating permits. In addition, the election of new administrations, including the President of the United States, could impact substantially the current environmental standards and regulations and other matters described herein. For example, President Biden issued an executive order requiring agencies to consider suspending, revising or rescinding multiple environmental standards and regulations imposed during the prior administration. An inability to comply with environmental standards coul d result in, for example, additional capital expenditures, reduced operating levels or the shutdown of individual units not in compliance. In addition, increased environmental laws and regulations may create certain barriers to new facility development, may require modification of existing facilities and may result in additional costs for affected resources.

Greenhouse Gas Regulations Under the Clean Air Act. The United States Environmental Protection Agency (the “EPA”) regulates greenhouse gas emissions un der existing law by imposing monitoring and reporting requirements, and through its permitting programs. Like other air pollutants, greenhouse gases are regulated under the Clean Air Act through the Prevention of Significant Deterioration (“PSD”) Permit Program and the Title V Permit Program. A PSD permit is required before commencement of construction of new major stationary sources or major modifications of a major stationary source and requires best available control technologies ( “BACT”) to control emis sions at a facility. Title V permits are operating permits for major sources that consolidate all Clean Air Act requirements (arising, for example, under the Acid Rain, New Source Performance Standards, National Emission Standards for Hazardous Air Pollutants, and/or PSD programs) into a single document and the permit process provides for review of the documents by the EPA, state agencies and the public. G reenhouse gases from major natural gas- fired facilities are regulated under both permitting programs through performance standards imposing efficiency and emissions standards.

In May 2023, the EPA proposed new regulations under the Clean Air Act that would establish greenhouse gas emission limits, based on pollution control technology or lower -carbon fuels, for new gas plants, existing gas plants, and existing coal plants, as specified. The proposed rule is not yet final. In February 2024, the EPA announced that it will remove the elements that would have applied to existing natural gas- fired power plants f rom the final version of the rule. Instead, the EPA stated that it will commence a new rulemaking process that will apply to natural gas- fired plants and regulate additional pollutants.
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Air Quality - National Ambient Air Quality Standards. The Clean Air A ct requires that the EPA establish National Ambient Air Quality Standards (“NAAQS”) for certain air pollutants. When a NAAQS has been established, each state must identify areas in its state that do not meet the EPA standard (known as “non-attainment areas”) and develop regulatory measures in its state implementation plan to reduce or control the emissions of that air pollutant in order to meet the applicable standard and become an “attainment area.” The EPA periodically reviews the NAAQS for various air po llutants and has in recent years increased, or proposed to increase, the stringency of the NAAQS for certain air pollutants. These developments may result in stringent permitting processes for new sources of emissions and additional state restrictions on existing sources of emissions, such as power plants.

In addition, the U.S. Supreme Court found in its review of EPA v. EME Homer City Generation, LP that the EPA has authority to impose a Cross -State Air Pollution Rule (the “ Transport Rule”) which curbs air pollution emitted in upwind states to facilitate downwind attainment of three NAAQS. On November 26, 2014, the EPA proposed to strengthen the stringency of the NAAQS for ozone by lowering the existing ozone standard of 75 parts per billion (“ppb”) to between 65 and 70 ppb, although the EPA also sought public comment on a standard as low as 60 ppb. On October 1, 2015, the EPA issued its final rule, lowering the ozone standard to 70 ppb. Legal challenges to the final rule were filed by a number of s tates and industry groups. On March 12, 2018, a federal district judge in Northern California ordered the EPA to complete the strengthened 2015 ozone standard designations later in 2018. The EPA noticed a final rule on December 6, 2018 implementing ozone N AAQS for non -attainment areas and addressing state implementation plan requirements. That rule became effective on February 4, 2019.

On July 15, 2020, the EPA announced a proposed decision to retain the existing 70 ppb ozone standard. The decision was fin alized on December 7, 2020. In August 2023, the EPA announced a new review of the ozone NAAQS to support consideration of new information and advice.

On June 10, 2021, the EPA announced that it will reconsider the previous administration’s decision to retain the particulate matter NAAQS, which were last strengthened in 2012. The EPA stated that it is reconsidering the previous administration’s December 2020 decision to retain existing standards because available scientific evidence and technical informatio n indicate that the current standards may not be adequate to protect public health and welfare, as required by the Clean Air Act. While some particulate matter is emitted directly from sources such as construction sites, unpaved roads, fields, smokestacks or fires, most particles form in the atmosphere as a result of complex reactions of chemicals such as sulfur dioxide and nitrogen oxides, which are pollutants emitted from power plants and other sources. On January 6, 2023, the EPA proposed regulations imposing tighter limits on particulate matter emissions. The proposed rule is not yet final.

Mercury and Air Toxics Standards. The Clean Air Act provides for a comprehensive program for the control of hazardous air pollutants, including mercury. On February 16, 2012, the EPA finalized a rule, the Mercury and Air Toxics Standards (“MATS”), establishing new standards to reduce air pollution from coal- and oil-fired power plants under sections 111 (new source performance standards, or “ NSPS”) and 112 (toxics program) of the Clean Air Act. The rule was subsequently amended in 2013 and 2014. Under section 111 of the Clean Air Act, the MATS rule revised the standards that new and modified facilities, including coal- and oil-fired power plants, must meet for partic ulate matter, sulfur dioxide, and nitrogen oxide. Under section 112, the MATS rule set new toxics standards limiting emissions of heavy metals, including mercury, arsenic, chromium, and nickel; and acid gases, including hydrochloric acid and hydrofluoric acid, from existing and new power plants larger than 25 MW that burn coal or oil. Power plants would have up to four years to meet these standards. While many plants already meet some or all of these revised standards, some plants would be required to install new equipment to meet the standards. The rule has minimal impact to the City. IPP, which has coal-fired power plants, did not have to install control technology and the EPA has deemed the IPP units as low-emitting units. IPP is subject to periodic testing, 197 of 724

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work practice standards and recordkeeping requirements as a result of the rule. On July 17, 2020, the EPA finalized revisions to the electronic reporting requirements for MATS that revised and streamlined the reporting requirements and provided enhance d access to MATS data, without imposing new monitoring requirements. In April 2023, the EPA published a proposed rule that would modify regulation of coal- and oil-fired power plants, including further restricting their emissions and changing emissions monitoring requirements. The proposed rule is not yet final.

Effluent Limitations Guidelines and Standards. On June 7, 2013, the EPA proposed to set technology-based effluent limitations guidelines and standards for metals and other pollutants in wastewater discharged from steam electric power plants. The proposal would cover wastewater associated with several types of equipment and processes, including flue gas desulfurization, fly ash, bottom ash, flue gas mercury control and gasification of fuels. The EPA considered best management practices for surface impoundments containing coal combustion residuals. The E PA proposed four preferred alternatives for regulating wastewater discharges. The stringency of controls, types of waste streams covered, and the costs varied among the four alternatives. On September 30, 2015, the EPA announced its final Steam Electric Effluent Limitation Guidelines to update the federal limits on toxic metals in discharge wastewater. On June 6, 2017, the Trump Administration announced that it was postponing certain compliance dates in the effluent limitation guidelines and standards for the new, more stringent steam electric point source category under the Clean Water Act until the EPA completes reconsideration of the 2015 rule. On May 2, 2018, the EPA noticed the Final 2016 Effluent Guidelines Program Plan, which identified one new rulema king (and the associated schedule) for the steam electric power generating point source category. The proposed rule was published in November 2019, a public hearing on the proposed rule was held on December 19, 2019, and the final rule for steam electric p ower generation point source was published on August 31, 2020. On August 3, 2021, the EPA announced a planned- rulemaking to strengthen certain discharge limits in the steam electric power generating category. The EPA published a proposed rule in March 2023. The rule was finalized in May 2023.

Changing Laws and Requirements Generally
Congress has considered and is considering numerous bills addressing domestic energy policies and various environmental matters, including bills relating to energy supplies and financial incentives for development, climate change and reduction or elimination of net carbon dioxide emission attributable to the electricity grid and the economy more generally. Many of these bills, if enacted into law, could have a material impact on the City’s Electric System and the electric utility industry generally. In light of the variety of issues affecting the utility sector, federal energy legislation in other areas such as reliability, transmission planning and cost allocation, operation of markets, environmental requirements, and cybersecurity is also possible. However, the City is unable to predict the outcome or potential impacts of any possible legislation on the Electric System at this time.

Other Factors
The electric utility industry in general has been, or in the future may be, affected by a number of other factors which could impact the financial condition and competitiveness of many electric utilities and the level of utilization of generating and transmission facilities. In addition to the factors discussed above, such factors include, among others, (a) effects of compliance with rapidly changing environmental, safety, licensing, regulatory and legislative requirements other than those described above (including those affecting nuclear power plants or potential new energy storage requirements), (b) changes resulting from conservation and demand-side management programs on the timing and use of electric energy, (c) effects on the integration and reliability of power supply from the increased usage of renewables, (d) changes resulting from a national energy policy, (e) effects of competition from other electric utilities (including increased competition resulting from a movement to allow direct access or expanded community choice 198 of 724

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aggregation or from mergers, acquisitions, and “strategic alliances” of competing electric and natural gas utilities and from competitors transmitting less expensive electricity from much greater distances over an interconnected system) and new methods of, and new facilities for, producing low -cost electricity, (f) the repeal of certain federal statutes that would have the effect of increasing the competitiveness of many IOUs, (g) increased competition from independent power producers and marketers, br okers and federal power marketing agencies, (h) “self-generation” or “distributed generation” (such as microturbines, fuel cells and solar installations) by industrial and commercial customers and others, (i) issues relating to the ability to issue tax -exempt obligations, including restrictions on the ability to sell to nongovernmental entities electricity from generation projects and transmission service from transmission line projects financed with outstanding tax-exempt obligations and, as of January 1, 2018, the loss of the ability to undertake tax- exempt advance refundings, (j) effects of inflation on the operating and maintenance costs of an electric utility and its facilities, (k) changes from projected future load requirements, (l) increases in costs and uncertain availability of capital, (m) shifts in the availability and relative costs of different fuels (including the cost of natural gas and nuclear fuel), (n) changes in the electric market structure for neighboring electric grids, such as the energy imbalance market operated by the CAISO, (o) sudden and dramatic increases in the price of energy purchased on the open market that may occur in times of high peak demand in an area of the country experiencing such high peak demand, such as has occurred in the past in California, (p) issues relating to risk management procedures and practices with respect to, among other things, the purchase and sale of natural gas, energy and transmission capacity, (q) other legislative changes, voter initiatives, referenda and statewide propositions, (r) effects of the changes in the economy, population and demand of customers within a utility’s service area, (s) effects of possible manipulation of the electric markets, (t) acts of terrorism or cyber -terrorism impacting a utility and/or significant load customers, (u) changes to the climate; (v) natural disasters or other physical calamities, including, but not limited to, earthquakes, droughts, severe weather, floods and wildfires, and potential liabilities of electric u tilities in connection therewith, and (w) adverse impacts to the market for insurance relating to recent wildfires and other calamities, leading to higher costs or prohibitively expensive coverage, or limited or unavailability of coverage for certain types of risk. Any of these factors (as well as other factors) could have an adverse effect on the financial condition of any given electric utility and likely will affect individual utilities in different ways.

The City is unable to predict what impact such fa ctors will have on the business operations and financial condition of the Electric System, but the impact could be significant. Although this Official Statement includes a brief discussion of certain of these factors, t his discussion does not purport to be comprehensive or definitive, and these matters are subject to change subsequent to the date hereof.

Extensive information on the electric utility industry is available from the legislative and regulatory bodies and other sources in the public domain, and potential purchasers of the 2024 Second Series Bonds should obtain and review such information.

RATINGS
Standard & Poor ’s and Fitch Ratings are expected to assign ratings of “ [__]” and “[__]”, respectively, to the 2024 Second Series Bonds. Such ratings re flect only the views of such organizations and any desired explanation of the significance of such ratings may be obtained from the rating agency furnishing the same. Generally, a rating agency bases its rating on the information and materials furnished to it and on investigations, studies and assumptions of its own. There is no assurance that any of such ratings will continue for any given period of time or that any of them will not be revised downward or withdrawn entirely by the respective rating agency, if in the judgment of such rating agency circumstances so warrant. Any such downward revision or withdrawal of such ratings may have an adverse effect on the market price of the 2024 Second Series Bonds.
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MUNICIPAL ADVISOR
PFM Financial Advisors LLC (the “Municipal Advisor”) has assisted the City with various matters relating to the planning, structuring and delivery of the 2024 Second Series Bonds. The Municipal Advisor is an independent financial advisory firm and is not engaged in the business of underwriting or distributing municipal securities or other public securities. The Municipal Advisor will receive compensation from the City contingent upon the sale and delivery of the 2024 Second Series Bonds. The Municipal Advisor has not undertaken to ma ke an independent verification or to assume responsibility for the accuracy, completeness or fairness of the information contained in this Official Statement.

UNDERWRITING
The 2024 Second Series Bonds were awarded to ________ (the “Underwriter”) pursuant t o a competitive bidding held on ______, 2024. The 2024 Second Series Bond s were awarded to the Underwriter at a price of $_______, which price includes original issue premium of $_______ and is net of the underwriter’s discount of $_______. The Underwriter will purchase all of the 2024 Second Series Bonds if any are purchased. The Underwriter may offer and sell the 2024 Second Series Bonds to certain dealers at prices lower than the initial public offering prices, and the initial public offering prices may be changed from time to time by the Underwriter.

CONTINUING DISCLOSURE
Pursuant to a Continuing Disclosure Agreement, dated as of February 1, 2024 (the “Continuing Disclosure Agreement”), by and between the City and the Trustee, the City has covenanted for the benefit of the holders and beneficial owners of the 2024 Second Series Bonds to provide certain financial information and operating data relating to the City and the Electric System by not later than seven months following the end of the C ity’s Fiscal Year (which Fiscal Year presently ends on June 30) (the “Annual Report”), commencing with the report for Fiscal Year [2023-24], and to provide notices of the occurrence of certain enumerated events. The Annual Report will be filed by the City or its agent with the Municipal Securities Rulemaking Board ( “MSRB”) through the MSRB ’s Electronic Municipal Market Access (“EMMA”) system. The notices of such events also will be filed by the City or its agent with the MSRB also through the EMMA system. The specific nature of the information to be contained in the Annual Report and the notices of events is set forth in “APPENDIX E – FORM OF CONTINUING DISCLOSURE AGREEMENT” herein. These covenants have been made in order to assist the Underwriters in complying with S.E.C. Rule 15c2-12.

The City has complied in all material respects with S.E.C. Rule 15c2-12 in the previous five years to provide annual reports and, if applicable, notices of certain events.

TAX MATTERS
The Internal Revenue Code of 1986 (the “Code”) imposes certain requirements that must be met subsequent to the issuance and delivery of the 2024 Second Series Bonds for interest thereon to be and remain excluded pursuant to section 103(a) of the Code from the gross income of the owners thereof for federal income tax purposes. Noncompliance with such requirements could cause the interest on the 2024 Second Series Bonds to be included in the gross income of the owners thereof for federal income tax purposes retroactive to the date of issue of the 2024 Second Series Bonds. The City has covenanted in the Tenth Supplemental Indenture not to take any action or omit to take any action which, if taken or omitted, respectively, would adversely affect the exclusion of the interest on the 2024 Second Series Bonds from the gross income of the owners thereof for federal income tax purposes. 200 of 724

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In the opinion of Norton Rose Fulbright US LLP, Bond Counsel, under existing law, interest on the 2024 Second Series Bonds is exempt from personal incom e taxes of the State of California and, assuming compliance with the aforementioned covenants, interest on the 2024 Second Series Bonds is excluded pursuant to section 103(a) of the Code from the gross income of the owners thereof for federal income tax purposes. Bond Counsel is of the further opinion that interest on the 2024 Second Series Bonds is not an item of tax preference for purposes of the federal alternative minimum tax on individuals. The Code contains other provisions that could result in tax consequences, upon which no opinion will be rendered by Bond Counsel, as a result of ownership of the 2024 Second Series Bonds or the inclusion in certain computations of interest that is excluded from gross income. In rendering the foregoing opinions, Bond Counsel will rely upon representations and certifications of the City made in certificates, dated the date of delivery of the 2024 Second Series Bonds, pertaining to the use, expenditure, and investment of the proceeds of such 2024 Second Series Bonds.

The initial public offering price of certain of the 2024 Second Series Bonds (the “Discount Bonds”) may be less than the amount payable on such 2024 Second Series Bonds at maturity. An amount equal to the difference between the initial public offering price of a Discount Bond (assuming that a substantial amount of the Discount Bonds of that maturity are sold to the public at such price) and the amount payable at maturity constitutes original issue discount to the initial purchaser of such Discount Bond. A portion of such original issue discount allocable to the holding period of such Discount Bond by the initial purchaser will, upon the disposition of such Discount Bond (including by reason of its payment at maturity), be treated as interest excludable from gross income, rather than as taxable gain, for federal income tax purposes, on the same terms and conditions as those for other interest on the 2024 Second Series Bonds described above.

Such interest is considered to be accrued actuarially in accordance wit h the constant interest method over the life of a Discount Bond, taking into account the semiannual compounding of accrued interest, at the yield to maturity on such Discount Bond and generally will be allocated to an initial purchaser in a different amount from the amount of the payment denominated as interest actually received by the initial purchaser during the tax year.

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

The purchase price of certain 2024 Second Series Bonds (the “Premium Bonds”) paid by an owner may be greater than the amount payable on such 2024 Second Series Bonds at maturity. An amount equal to the excess of a purchaser’s tax basis in a Premium Bond over the amount payable at maturity constitutes premium to such purchaser. The basis for federal income tax purposes of a Premium Bond in the hands of such purchaser must be reduced each year by the amortizable bond premium, although no federal income tax deduction is allowed as a result of such reduction in basis for amortizable bond premium. Such reduction 201 of 724

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in basis will increase the amount of any gain (or decrease the amount of any loss) to be recognized for federal income tax purposes upon a sale or other taxable disposition of a Premium B ond. The amount of premium that is amortizable each year by a purchaser is determined by using such purchaser ’s yield to maturity (or, in some cases with respect to a callable 2024 Second Series Bond, the yield based on a call date that results in the lowe st yield on such 2024 Second Series Bond). Purchasers of Premium Bonds should consult with their tax advisors with respect to the determination of amortizable bond premium on such Premium Bonds for federal income tax purposes and with respect to the state and local tax consequences of owning and disposing of such Premium Bonds.

The Code imposes a minimum tax of 15% on the adjusted financial statement income of certain large corporations, generally consisting of corporations (other than S corporations, regulated investment companies and real estate investment trusts) with more than $1 billion in average annual adjusted financial statement income, determined over a three -year period. For this purpose, adjusted financial statement income generally consists of the net income or loss of the taxpayer set forth on the taxpayer’s applicable financial statement for the taxable year, subject to various adjustments, but is not reduced for interest earned on tax-exempt obligations, such as the 2024 Second Series Bond s. Prospective purchasers that could be subject to this minimum tax should consult with their own tax advisors regarding the potential consequences of owning the 2024 Second Series Bonds.

Bond Counsel has not undertaken to advise in the future whether any e vents after the date of issuance of the 2024 Second Series Bonds may affect the tax status of interest on such 2024 Second Series Bonds or the tax consequences of the ownership of the 2024 Second Series Bond s. No assurance can be given that pending or future legislation, or amendments to the Code, if enacted into law, or any proposed legislation or amendments to the Code, will not contain provisions that could directly or indirectly reduce the benefit of the exemption of interest on the 2024 Second Series Bonds from personal income taxation by the State of California or of the exclusion of the interest on the 2024 Second Series Bonds from the gross income of the owners thereof for federal income tax purposes. Furthermore, Bond Counsel will express no opinion as to the effect on the exclusion from gross income of interest on the 2024 Second Series Bonds of any action taken or not taken after the date of such opinion without the approval of Bond Counsel.

Except as described above, Bond Counsel will express no opinion with respect to any federal, state or local tax consequences under present law, or proposed legislation, resulting from the receipt or accrual of interest on, or the acquisition or disposition of, the 2024 Second Series Bonds. Prospective purchasers of the 2024 Second Series Bonds should be aware that the ownership of tax-exempt obligations such as the 2024 Second Series Bonds may result in collateral federal tax consequences to, among others, financial institutions, life insurance companies, propert y and casualty insurance companies, certain foreign corporations doing business in the United States, S corporations with subchapter C earnings and profits, individual recipients of Social Security or Railroad Retirement benefits, individuals otherwise qu alifying for the earned income tax credit, owners of an interest in a financial asset securitization investment trust, corporations subject to the alternative minimum tax on adjusted financial statement income, and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry, or who have paid or incurred certain expenses allocable to, tax-exempt obligations. Prospective purchasers should consult their own tax advisors as to the applicability of these consequences to their particular circumstances.

Bond Counsel’s opinions are not a guarantee of a result, but represent its legal judgment based upon its review of existing statutes, regulations, published rulings and court decisions and the covenants of the City described above. No ruling has been sought from the Internal Revenue Service (the “Service”) with respect to the matters addressed in the opinion of Bond Counsel, and Bond Counsel’s opinion is not binding on the Service. The Service has an ongoing program of auditing the tax- exempt status of the interest on municipal obligations. If an audit of the 2024 Second Series Bonds is commenced, under current procedures the Service is likely to treat the City as the “ taxpayer,” and the owners would have no right to participate 202 of 724

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in the audit process. In responding to or defending an audit of the tax- exempt status of the interest on the 2024 Second Series Bonds, the City may have different or conflicting interests from the owners of such 2024 Second Series Bonds. Public awareness of any f uture audit of the 2024 Second Series Bond s could adversely affect the value and liquidity of such 2024 Second Series Bonds during the pendency of the audit, regardless of the ultimate outcome.

Existing law may change so as to reduce or eliminate the bene fit to holders of the 2024 Second Series Bond s of the exclusion of interest thereon from gross income for federal income tax purposes.

Proposed legislative or administrative action, whether or not taken, could also affect the value and marketability of the 2024 Second Series Bonds. Prospective purchasers of the 2024 Second Series Bonds should consult with their own tax advisors with respect to any proposed changes in tax law.

A copy of the proposed form of opinion to be delivered by Bond Counsel in connection with the issuance of the 2024 Second Series Bonds is included in Appendix F.

LITIGATION
There is no litigation or action of any nature now pending against the City or, to the knowledge of its respective officers, threatened, seeking to restrain or enjoin the issuance, sale, execution or delivery of the 2024 Second Series Bonds or in any way contesting or affecting the validity of the 2024 Second Series Bonds or any proceedings of the City taken with respect to the issuance or sale thereof, or the pledge or application of any moneys or security provided for the payment of the 2024 Second Series Bonds or the use of 2024 Second Series Bond proceeds. There is no litigation pending, or to the best knowledge of the City, threatened, questioning the existence of the City or the title of the officers of the City to their respective offices. Except as otherwise disclosed herein, the City believes that there is no litigation pending, or to the best knowledge of the City, threatened, which materially questions or affects the financial condition of the Electric System.

ELECTRIC SYSTEM FINANCIAL STATEMENTS
The audited financial statements of the Electric System for the Fiscal Year ended June 30, 2023 are included in Appendix B to this Official Statement. The City has not requested, and CliftonLarsonAllen LLP (the “Auditor”), the independent auditor of such audited financial statements, has not given its consent to the inclusion in Appendix B of its report on the audited financial statements for the Fiscal Year ended June 30, 2023. The Auditor has not been engaged to perform, and has not performed, since the date of its report included in Appendix B, any procedures on the financial statements addressed in that report. The Auditor also has not performed any procedures relating to this Official Statement. A complete copy of the City’s most recent Annual Comprehensive Financial Report may be obtained from the City.

APPROVAL OF LEGAL PROCEEDINGS
The issuance of the 2024 Second Series Bonds is subject to the approving opinion of Norton Rose Fulbright US LLP, Bond Counsel to the City, to be delivered in substantially the form set forth in Appendix F herein. Certain legal matters will be passed upon for the City by the City Attorney of the City of Glendale.
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EXECUTION AND DELIVERY
The execution and delivery of this Official Statement has been authorized by the City.

CITY OF GLENDALE, CALIFORNIA
By:

Director of Finance and Information Technology

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NO

TICE INVITING BIDS
$[PAR AMOUNT]*

CITY OF GLENDALE, CALIFORNIA
Electric Revenue Bonds, 2024 Second Series
NOTICE IS HEREBY GIVEN that bids as described herein will be received by the Director of Finance and Information Technology of the City of Glendale, California (the “City”), or his designee, for the purchase of all, but not less than all, of the City of Glendale, California Electric Revenue Bonds, 2024 Second Series (the “Bonds”), more particularly described herein.

The bids will be received in the form, in the manner and up to the time specified below (unless postponed or cancelled as described herein):

Date and Time: [______], 2024
8:00 a.m., California time
Electronic Bids: Electronic proposals may be submitted through the BiDCOMP
TM/PARITY® electronic bid submission
system of Ipreo, at www.newissuehome.i-deal.com.

Ipreo will act as agent of the bidder and not of the
City in connection with the submission of bids, and
the City assumes no responsibility or liability for
bids submitted through Ipreo’s system. See
“Electronic Bidding” herein.

No Facsimile, Hand Delivery No facsimile, hand delivery or sealed bids will be or Sealed Bids: accepted.

No bid will be received after the applicable time specified above. To the extent any instructions or directions set forth in Ipreo conflict with this Notice Inviting Bids, the terms of this Notice Inviting Bids shall control. Further information about Ipreo, including qualification, registration, rules and any fee charged, may be obtained from Ipreo at (877) 588-5030.

Type of Bid Allowed
Subject to the bid requirements described in this Notice Inviting Bids, conforming bids for the Bonds may be submitted on only an “all-or-none” basis for all of the Bonds, and if such bid is accepted by the City, the bidder will be required to purchase all of the Bonds in accordance with such bid. All bids must be unconditional.

Receipt of Bids and Award of Bonds
Bids will be received in electronic form only and solely through the electronic bid submission system of Ipreo. The City reserves the right to reject any and all bids and to waive any irregularity or error in any bid. No bid may be withdrawn after the time set for the closing of bids.

The bids will be received at the above time and date. The Director of Finance and Information Technology, or his designee, acting on behalf of the City, will take official action awarding the * P reliminary, subject to change.

EXHIBIT C
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2 Bonds or rejecting all bids with respect to the Bonds not later than 2 hours after the time established for receipt of bids for the Bonds, unless such time period is waived by the winning bidder.

Purpose of the Bond Issues
The Bonds are being issued by the City to provide moneys for (i) paying 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 tot al capacity of approximately 56 megawatts (three reciprocating internal combustion engines rated at 18.6 megawatts each) and a 75 megawatt/300 megawatt-hour battery energy storage system, (b) of acquisition and construction of 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 (c) of acquisition and construction of certain improvements to the City’s electric public utility, such as 4 to 1 2kv feeder upgrades, solar generation facilities installed on city properties, substation improvements, meter upgrades, vault replacement and transmission and distribution improvements and pole replacements, including any necessary and appurtenant facilities and equipment relating thereto, all to be owned by the City, in each case including necessary and appurtenant facilities and equipment relating thereto, all to be owned by the City, (ii) to make a deposit to the Parity Reserve Fund under the Indenture of Trust (as defined below), and (iii) to pay the costs of issuance of the Bonds.

Authority for Issuance
The Bonds are authorized and will be issued pursuant to Article XXVI of the City Charter, an Ordinance adopted by the City Council of the City on [_____], 2024 (the “Ordinance”), and an Indenture of Trust, dated as of February 1, 2000, by and between the City and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Trustee”), as supplemented and amended, including as supplemented by a Tenth Supplement to Indenture of Trust, to be dated as of August 1, 2024, relating to the Bonds (collectively, the “Indenture of Trust”).

Bidders are referred to the Indenture of Trust and the Preliminary Official Statement for definitions of terms and further information regarding the Bonds.

Security; Limited Obligations
The Bonds are an obligation solely payable from the Electric Works Revenue Fund of the City and certain other funds as provided in the Indenture of Trust. The Bonds are secured by a pledge of and lien upon Net Income of the Electric System and will be on a parity with any other obligations (including other revenue bonds) of the Electric System payable from Net Income of the Electric System issued from time to time pursuant to the terms of the Indenture of Trust.

The Bonds are being issued on a parity with any of the City’s Electric Revenue Bonds, 2016 Refunding Bonds (the “2016 Refunding Bonds”), currently outstanding in the aggregate principal amount of $[______], the City’s Electric Revenue Bonds, 2024 Bonds (the “2024 Bonds”), currently outstanding in the aggregate principal amount of $[______], and the City’s Electric Rev enue Bonds, 2024 Refunding Bonds (the “2024 Refunding Bonds”), currently outstanding in the aggregate principal amount of $[______]. The 2016 Refunding Bonds, the 2024 Bonds and the 2024 Refunding Bonds are collectively referred to herein as the “Outstand ing Bonds.” The City may issue additional bonds from time to time in accordance with the Indenture 206 of 724

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3 of Trust. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS - Additional Bonds” in the Preliminary Official Statement.

The City has covenanted in the Indenture of Trust that the rates to be charged for services furnished by the Electric System shall be fixed so as to provide Gross Revenues for each Fiscal Year at least sufficient to pay, as the same become due, the principal of and interest on the Bonds (and the Outstanding Bonds and any parity bonds hereafter issued) and the Parity Obligations for such Fiscal Year and all other obligations and indebtedness payable from the Electric Works Revenue Fund for such Fiscal Year (including the payment of any amounts owing to any provider of any surety bond, insurance policy or letter of credit with respect to the Bonds (and the Outstanding Bonds and any parity bonds hereafter issued) or any Parity Obligations, which amounts are payable from the Electric Works Revenue Fund) or from any fund derived therefrom, and also the Maintenance and Operating Expenses for such Fiscal Year, and shall be so fixed that the Net Income of the Electric System for each Fiscal Year shall be at least equal to 1.10 times the amount necessary to pay principal and interest (including mandatory sinking account redemption payments) as the same become due, on all Bonds (and the Outstanding Bonds and any parity bonds hereafter issued) and any Parity Obligations for such Fiscal Year. “Gross Revenues” pursuant to the Indenture of Trust means all revenues, charges, income and receipts derived by the Glendale Water and Power (the “Department”) from the operation of the Electric System or arising from the Electric System (including all revenues, charges, income and receipts received by the Department from the services, facilities and distribution of electric energy by the Department), including, but not limited to (i) income from investments and (ii) only for the purposes of determining compliance with the rate covenant in the Indenture, the amounts on deposit in any unrestricted funds of the Electric System designated by the City Council by resolution (or by approval of a budget of the Electric Works Revenue Fund providing for such transfer) and available for the purpose of paying Maintenance and Operating Expenses and/or Debt Service on the Bonds and/or any Parity Obligations then outstanding, but excepting therefrom all refundable charges and deposits to secure service.

The general fund of the City is not liable for the payment of any Bond, any premium thereon upon redemption prior to maturity or interest thereon, nor is the credit or taxing power of the City pledged for the payment of any Bond, any premium thereon upon redemption prior to maturity or interest thereon. The Owner of any Bond shall not have the right to compel the exercise of the taxing power by the City or the forfeiture of any of its property. The principal of and interest on the Bonds and any premium upon the redemption of any thereof prior to maturity are not a debt of the City nor a legal or equitable pledge, charge, lien or encumbrance upon any of its property or upon any of its income, receipts or revenues, except the Net Income and other funds that are pledged under the Inde nture of Trust to the payment of the Bonds, interest thereon and any premium upon redemption.

Parity Reserve Fund
Pursuant to the Indenture of Trust, the City will maintain the Parity Reserve Fund in an amount equal to the Reserve Fund Requirement, less any moneys on deposit in an unrestricted fund or account of the Electric System as permitted in the definition of “Reserve Fund Requirement.”
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4 “Reserve Fund Requirement” is defined in the Indenture of Trust to mean, as of any date of determination and excludi ng therefrom any Bonds, Outstanding Bonds, any parity bonds hereafter issued or Parity Obligations for which no reserve fund is to be maintained or for which a separate reserve fund is to be maintained, the least of (a) ten percent (10%) of the issue price of the Bonds, Outstanding Bonds, any parity bonds hereafter issued and Parity Obligations to be secured by the Parity Reserve Fund as determined under the Internal Revenue Code of 1986 (the “Code”), (b) the maximum Annual Debt Service for the current or a ny subsequent year on all Bonds, Outstanding Bonds and Parity Obligations to be secured by the Parity Reserve Fund, or (c) one hundred twenty- five percent (125%) of the Average Annual Debt Service on all Bonds, Outstanding Bonds and Parity Obligations to be secured by the Parity Reserve Fund, all as computed and determined by the City; provided, that with respect to such least amount, up to fifty percent (50%) of such least amount may be held in any unrestricted fund or account of the Electric System that is not pledged to secure the payment of the Bonds, Outstanding Bonds and any Parity Obligations; provided further, that such requirement (or any portion thereof) may be provided by the City delivering to the Trustee for credit to the Parity Reserve Fund one or more policies of municipal bond insurance or surety bonds issued by a municipal bond insurer if the obligations insured by such insurer have ratings at the time of issuance of such policy or surety bond equal to “Aaa” assigned by Moody’s and “AAA” assi gned by Standard & Poor’s (and if such insurance company is rated by A.M. Best & Company, such insurance company is rated in the highest rating category by A.M. Best & Company) or by a letter of credit issued by a bank or other institution if the obligations issued by such bank or other institution have ratings at the time of issuance of such letter of credit equal to “Aa” or higher assigned by Moody’s or “AA” or higher assigned by Standard & Poor’s.

At the time of issuance of the Bonds, the Reserve Fund R equirement will be satisfied to the maximum extent permitted in the definition of “Reserve Fund Requirement,” which will be approximately $[______]
*.

The Parity Reserve Fund is pledged to, and shall be used solely for, the purpose of paying the principal of and interest on the Bonds (and the Outstanding Bonds and parity bonds hereafter issued) and any Parity Obligations secured by the Parity Reserve Fund in the event that money in the Parity Obligation Payment Fund or any comparable fund established for the payment of principal and interest on any Parity Obligations secured thereby is insufficient therefor, and for that purpose money shall be transferred from the Parity Reserve Fund to the Parity Obligation Payment Fund. Whenever money is transferred from the Parity Reserve Fund, an equal amount of money shall be transferred to the Parity Reserve Fund from the first available money in the Electric Works Revenue Fund (after the payment of Maintenance and Operating Expenses and after transfers to the Parity O bligation Payment Fund) if required to bring the balance on deposit in the Parity Reserve Fund up to the Reserve Fund Requirement.

No Municipal Bond Insurance

THE SUCCESSFUL BIDDER SHALL NOT PURCHASE MUNICIPAL BOND INSURANCE IN CONNECTION WITH THE BONDS.

* Preliminary, subject to change.
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5 Book-Entry Only
The Bonds will be issued as fully registered bonds and, when issued, will be initially registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). DTC will act as security depository for the Bonds. Individual purchases of the Bonds will be made in book-entry form only, in denominations of $5,000 principal amount or any integral multiple thereof. Payments of principal of, interest and premium, if any, on the Bonds will be paid by the Trustee to DTC, which is obligated in turn to remit such principal, premium, if any, and interest to its DTC Participants for subsequent disbursement to the beneficial owners of the Bonds.

Interest Payment Dates
The Bonds will be dated the Date of Delivery, and i nterest will be payable semiannually on each February 1 and August 1, commencing February 1, 2025. 209 of 724

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6 Principal Amortization
The Bonds shall be subject to principal amortization through serial maturities (and, if applicable, as provided herein, term bonds) maturing on February 1 in the following years and amounts subject to the adjustments described herein:

February 1
Principal
Amount* February 1
Principal
Amount*
2025 $ $

* Preliminary, subject to adjustments as described herein. In addition, the City anticipates distributing an updated Maturity Schedule prior to the date scheduled for the receipt of bids, as described under “Adjustment of Principal Amounts and Amortization Schedule.” Adjustment of Principal Amounts and Amortization Schedule The principal amounts for the Bonds set forth i n this Notice Inviting Bids reflect certain estimates of the City and its Municipal Advisor with respect to the likely interest rates of the winning bid and the net original issue premium contained in the winning bid. The principal amortization schedule (the “Maturity Schedule”) may be changed prior to the time bids are to be received and, if adjustments are made, bidders must bid on the basis of the adjusted schedule.

Potential bidders will be notified via Ipreo not later than 1:00 p.m. (California time) on the business day preceding the date then prescribed for the receipt of bids of any change to the Maturity Schedule for the Bonds to be utilized for the bidding process.

After selecting the winning bid, the principal amount of the Bonds and related amortization schedule may be adjusted by the City in $5,000 increments as necessary in the determination of the City’s Municipal Advisor to reflect the actual interest rates and any net original issue premium in the winning bid and to achieve the City’s debt structuring objectives. Any such adjustment will be communicated to the winning bidder within four hours after acceptance of the winning bid.

NO PURCHASER MAY WITHDRAW ANY BID OR CHANGE THE INTEREST

RATES IN ITS BID OR THE REOFFERING PRICES IN ITS ISSUE PRICE CERTIFICATE AS

A RESULT OF ANY CHANGE MADE TO THE PRINCIPAL PAYMENTS OF THE BONDS IN ACCORDANCE WITH THIS NOTICE INVITING BIDS. FURTHER, IF THE CITY

CHANGES THE MATURITY SCHEDULE FOR THE BONDS AFTER THE RECEIPT OF 210 of 724

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7 BIDS, THE UNDERWRITER’S DISCOUNT, EXPRESSED IN DOLLARS PER THOUSAND DOLLAR, WILL BE HELD CONSTANT. THE CITY WILL NOT BE RESPONSIBLE, IF AND TO THE EXTENT THAT, ANY ADJUSTMENT AFFECTS (i) THE NET COMPENSATION TO BE REALIZED BY THE PURCHASER OR (ii) THE TRUE INTEREST COST OF THE WINNING BID OR THE RANKING OF ANY BID RELATIVE TO OTHER BIDS.

Serial Bonds and/or Term Bonds; Mandatory Sinking Fund Redemption Bidders may elect to structure the issue to include term bonds, which term bonds, if selected by the winning bidder, will be subject to mandatory sinking fund redemption prior to maturity, in the years and amounts shown above (as same may be adjusted, as described above). If the Bonds are awarded to a bidder and no term bonds are designed in the winning bid, the Bonds will mature serially as shown in the preceding schedule (as same may be adjusted, as described above).

If the winning bidder designates principal amounts to be combined into one or more term bonds, each such term bond shall be subject to mandatory sinking fund redemption commencing on February 1 of the first year which has been combined to form such term bond and continuing on February 1 in each year thereafter until the stated maturity date of that term bond. The amount redeemed in any year shall be equal to the principal amount f or such year set forth in the table above under “Principal Amortization,” as adjusted in accordance with the provisions described above under “Adjustment of Principal Amounts and Amortization Schedule.” Bonds to be redeemed in any year by mandatory sinking fund redemption shall be redeemed in part at par and shall be selected by lot from among the Bonds of the applicable maturity then subject to sinking fund redemption. The City, at its option, may credit against any mandatory sinking fund redemption requirement term bonds of the maturity then subject to redemption which have been purchased and cancelled by the City or have been redeemed and not theretofore applied as a credit against any mandatory sinking fund redemption requirement.

Optional Redemption
The Bonds maturing on or prior to February 1, 20[__] are not subject to redemption prior to maturity. The Bonds maturing on or after February 1, 20[__] are subject to redemption prior to maturity, at the option of the City, as a whole or in part on February 1, 20[__] or on any date thereafter, in any order of maturity as directed in writing by the City and by lot within a maturity, from funds derived by the City from any legal source, at a redemption price equal to 100% of the principal amount of the Bonds t o be redeemed, together with accrued interest to the redemption date.

Notice of Redemption
Notice of redemption will be mailed, postage prepaid, to (i) the registered Owners of the Bonds and (ii) one or more information services, in each case at least 30 days but not more than 60 days prior to the redemption date. Notice of redemption will also be given by telecopy, certified, registered or overnight mail to certain securities depositories one day prior to the mailing of notice of redemption to the Owners and the information services. The actual receipt by the Owner of any Bond of notice of such redemption shall not be a condition precedent to the redemption, and failure to receive such notice shall not affect the validity of the proceedings for the redemption of such Bonds or the cessation of interest on the redemption date. 211 of 724

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8 Trustee
The Bank of New York Mellon Trust Company, N.A., Los Angeles, California, is the Trustee for the payment of principal of, premium, if any, and interest on the Bonds and for the registration of the Bonds.

Legal Opinion
The legal opinion of Norton Rose Fulbright US LLP, Bond Counsel, will be furnished to the winning bidder at the time of delivery of the Bonds, without charge to the winning bidder.

Bidding Procedure; Confirmation of Bid
Only electronic bids submitted via Ipreo will be accepted. No other provider of electronic bidding services will be accepted. No bid delivered in person or by facsimile directly to the City will be accepted. Each electronic bid submi tted via Ipreo for the purchase of the Bonds shall be deemed an offer to purchase the Bonds in response to this Notice Inviting Bids, and shall be binding upon the bidder as if made by a signed, sealed bid delivered to the City. The successful bidder must confirm the details of such bid by a signed copy of Appendix A of this Notice Inviting Bids delivered by email to the City’s Municipal Advisor at [email protected] and [email protected] immediately after being notified by the City of being the winning bidder, the original of which must be received by the Director of Finance and Information Technology of the City, or his designee, on the following business day at the address shown on Appendix A of this Notice Inviting Bids. Failure to deliver this confirma tion does not relieve the bidder of its obligation to complete the purchase of the Bonds.

Electronic Bidding
Electronic proposals must be submitted through Ipreo. If any provision of this Notice Inviting Bids conflicts with information provided by Ipreo, this Notice Inviting Bids shall control.

Each bidder will be solely responsible for making necessary arrangements to access Ipreo for purposes of submitting its bid in a timely manner and in compliance with the requirements of this Notice Inviting Bids. The City will not have any duty or obligation to provide or assure access to Ipreo to any bidder, and the City will not be responsible for proper operation of, or have any liability for, any delays, interruptions or damages caused by use of Ipreo or any incomplete, inaccurate or untimely bid submitted by any bidder through Ipreo. The City is permitting use of Ipreo as a communication mechanism, and not as an agent of the City, to facilitate the submission of electronic bids for the Bonds. Ipreo is acting as an independent contractor, and is not acting for or on behalf of the City. The City is not responsible for ensuring or verifying bidder compliance with any procedures established by Ipreo. The City may regard the electronic transmission of a bid through Ipreo (including information regarding the purchase price for the Bonds or the interest rates for any maturity of the Bonds) as though the information were submitted and executed on the bidder’s behalf by a duly authorized signatory. The City is not bound by any advice of or determination by Ipreo to the effect that any particular bid complies with the terms of this Notice Inviting Bids. All costs and expenses incurred by prospective bidders in connection with their submission of bids through Ipreo are the sole responsibility of such bidders, and the City is not responsible for any such costs or expenses. Further information about Ipreo, including any fee charged to the bidder, may be obtained from Ipreo at (877) 588 -5030. The City assumes no 212 of 724

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9 responsibility or liability for bids submitted through Ipreo. Without limiting the foregoing, the City assumes no responsibility for any error contained in any bid submitted electronically or for failure of any bid to be transmitted, received or opened by the time for receiving bids, and each bidder expressly assumes the risk of any incomplete, illegible, untimely or nonconforming bid submitted by electronic transmission by such bidder, including, without limitation, by reason of garbled transmissions, mechanical failure, engaged telecommunications lines, or any other cause arising from submission by electronic transmission. The City shall be entitled to assume that any bid submitted Ipreo has been made by a duly authorized agent of the bidder.

All-or-None Bids Only
Bidders only may bid to purchase all maturities of the Bonds. See Appendix A hereto. No bid will be considered which does not offer to purchase all of the Bonds. Each bid must specify an annual rate of interest, a reoffering price and a reoffering yie ld for each maturity and a dollar purchase price for the entire issue of the Bonds.

Interest Rates and Minimum Purchase Price
Bidders must specify a rate of interest for each maturity of the Bonds. The rates of interest must be expressed in multiples of one -eighth (1/8) or one -twentieth (1/20) of one percent (1%), and no interest rate can exceed six percent (6.0%) per annum. All Bonds of the same maturity must bear the same rate of interest. A zero rate of interest cannot be named. The interest rate specified for any maturity of Bonds maturing February 1, 20[__] and thereafter must be greater than or equal to [___] %. No bid that contains a reoffering price for any single maturity of less than 100% of the par will be considered.

Bid Procedure and Basis of Award
Subject to the right reserved to the City to reject any or all bids, the Bonds will be sold to the bidder whose bid produces the lowest True Interest Cost for the City and otherwise complies with this Notice Inviting Bids. The True Interest Cost for the Bonds will be determined by doubling the semi-annual interest rate, using a 360-day year, compounded semiannually, necessary to discount the semi-annual debt service payments from their respective payment dates to the dated date of the Bonds and t o the aggregate purchase price to be paid to the City. For the purpose of calculating the True Interest Cost, the principal amount of Bonds established for mandatory sinking fund redemption as part of a term bond shall be treated as a serial maturity in e ach year.

Pursuant to the Ordinance, the maximum interest rate on any maturity of Bonds shall not exceed [___] percent ([___]%) per annum.

Bid Security and Delivery and Payment for Bonds
A bid security (good faith deposit) is required in the amount of $[____] for the Bonds. Bid security must be in the form of a wire transfer to the City as instructed by the Municipal Advisor, no later than 24 hours after the City has notified the successful bidder of the award. If not so received, the bid of the lowest bidder will be rejected and the City may direct the second lowest bidder to submit a Good Faith Deposit and thereafter may award the sale of the Bonds to the same.

No interest on the bid security will accrue to the winning bidder. The bid security will be applied 213 of 724

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10 to the purchase price of the Bonds. If the winning bidder fails to purchase the Bonds, the bid security may be retained by the City.

The balance of the purchase price for the Bonds shall be paid in Federal Funds or equivalent immediately available funds. Notwithstanding the foregoing, should a winning bidder fail to pay for the Bonds awarded to it at the price and on the date agreed upon, the City retains the right to seek further compensation for damages sustained as a result.

Delivery of the Bonds is expected to occur on the Date of Delivery. The Bonds shall be delivered to the Trustee for deposit with DTC. Payment on the delivery date shall be made in an amount equal to the price bid for the Bonds awarded to the applicable bidder, less the am ount of the bid security provided by such bidder.

Information Required from Winning Bidders
By making a bid for the Bonds, the winning bidder agrees (a) to provide to the City, in writing, immediately upon being unofficially awarded the Bonds, a written confirmation of the bid in the form set forth in Appendix A of this Notice Inviting Bids, which shall include the purchase price, reoffering yield(s), and other related information necessary for completion of the final Official Statement, (b) to disseminate to all members of the underwriting syndicate, if any, copies of the final Official Statement, (c) to promptly file a copy of the final Official Statement with Municipal Securities Rulemaking Board, and (d) to take any and all other actions necessary to comply with applicable Securities and Exchange Commission and Municipal Securities Rulemaking Board rules governing the offering, sale and delivery of the Bonds to ultimate purchasers.

Establishment of Issue Price (Hold -the-Offering Price Rule Will Apply if C ompetitive Sale Requirements are Not Satisfied).
(a) The applicable winning bidder shall assist the City in establishing the issue price of the Bonds and shall execute and deliver to the City by the closing date an issue price certificate substantially in the form set forth in Appendix B hereto setting forth the reasonably expected initial offering price to the public, together with the supporting pricing wires or equivalent communications, with such modifications as may be appropriate or necessary, in the reasonable judgment of the winning bidder, the City and Bond Counsel. All actions to be taken by the City under this Notice Inviting Bids to establish the issue price of the Bonds may be taken on behalf of the City by the City’s Municipal Advisor identified herein and any notice or report to be provided to the City may be provided to the City’s Municipal Advisor.

(b) The City intends that the provisions of Treasury Regulation Section 1.148- 1(f)(3)(i) (defining “competitive sale” for purposes of establishing the issue price of the Bonds) will apply to the initial sale of the Bonds (the “competitive sale requirements”) because:
(1) the City shall disseminate this Notice Inviting Bids to potential underwriters in a manner that is reasonably designed to reach potential underwriters; (2) all bidders shall have an equal opportunity to bid; 214 of 724

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11 (3) the City may receive bids from at least three underwriters of municipal bonds who have established industry reputations for underwriting new issuances of municipal bonds; and
(4) the City anticipates awarding the sale of the Bonds to the applicable bidder who submits a firm offer to purchase the Bonds at the highest price (or lowest interest cost), as set forth in this Notice Inviting Bids.

Any bid submitted pursuant to this Notice Inviting Bids shall be considered a firm offer for the purchase of the Bonds, as specified in the bid.
(c) In the event that the competitive sale requirements for the Bonds are not satisfied, the City shall so advise the applicable winning bidder. In such event, the City intends to treat the initial offering price to the public as of the sale date of each maturity of the Bonds as the issue price of that maturity (the “hold -the-offering-price rule”). The City shall promptly advise the applicable winning bidder, at or before the time of award of the Bonds, if the competitive sale requirements were not satisfied, in which case the hold- the-offering-price rule shall apply to the Bonds. Bids will not be subject to cancellation in the event that the competitive sale requirements are not satisfied and the hold- the-offering-price rule applies. In the event that the competitive sale requirements are not satisfied, the issue price certificate shall be modified as necessary in the reasonable judgment of Bond Counsel and the City.

(d) By submitting a bid, the winning bidder shall (i) confirm that the underwriters have offered or will offer the Bonds to the public on or before the date of award at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in the bid submitted by the winning bidder and (ii) agree, on behalf of the underwriters participating in the purchase of the Bonds, that the underwriters will neither offer nor sell unsold Bonds of a ny maturity to which the hold -the-offering-price rule applies to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or (2) the date on which the underwriters have sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.

Such winning bidder will advise the City promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. (e) The City acknowledges tha t, in making the representations set forth above, the winning bidder will rely on (i) the agreement of each underwriter to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold- the-offering-price rule, if applicable to the Bonds, as set forth in an agreement among underwriters and the related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the 215 of 724

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12 Bonds, including, but not limited to, its agreement to comply with the hold- the-offering-price rule, if applicable to the B onds, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event that an underwriter or dealer who is a member of the selling group is a party to a third- party distribution agreement that was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker -dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the h old-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The City further acknowledges that each underwriter shall be solely liable for its failure to comply with its agreement regarding the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold- the-offering price rule, if applicable to the Bonds, and that no underwriter shall be liable for the failure of any other underwriter, or of any dealer who is a member of a selling group, or of any broker -dealer that is a party to a third - party distribution agreement to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule as applicable to the Bonds.

(f) By submitting a bid, each bidder confirms that:
(1) any agreement among underwriters, any selling group agreement and each third-party distribution agreement (to which the bidder is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter, each dealer who is a member of the selling group, and each broker-dealer that is a party to such third-party distribution agreement, as applicable, to comply with the hold- the-offering-price rule, if applicable, if and for so long as directed by the winning bidder and as set forth in the related pricing wires,

(2) any agreement among underwriters or selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter or dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third -party distribution agreement to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the winning bidder or the underwriter and as set forth in the related pricing wires.
(g) Sales of any Bonds to any person that is a related party to an underwriter shall not constitute sales to the public for purposes of this Notice Inviting Bids. Further, for purposes of this section of the Notice Inviting Bids:
(1) “maturity” means Bonds with the same credit and payment terms; Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities, (2) “public” means any person other than an underwriter or a related party, 216 of 724

201102410.2
13 (3) “underwriter” means (A) any person that agrees pursuant to a written contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a third-party distribution agreement participating in the initial sale of the Bonds to the public),
(4) a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and
(5) “sale date” means the date that the Bonds are awarded by the City to the winning bidder.

Preliminary and Final Official Statement
The City has approved a Preliminary Official Statement, dated [______], 2024, which the City has “deemed final” for purposes of Rule 15c2-12 (the “Rule”) of the Securities and Exchange Commission, although subject to revision, amendment and completion in a final Official Statement in conformity with such Rule. All bidders must review the Preliminary Official Statement (and any amendments or supplements thereto) prior to participating in the bidding.

Within seven (7) business days after the date of award of the Bonds, the winning bidder of the Bonds will be furnished with a reasonable number of copies (not to exceed 200) of the Official Statement, without charge. If the purchaser requests additional copies of the Official Statement within two (2) days after the award of the Bonds, the City will supply such requested additional copies of the Official Statement at the expense of the purchaser. The purchaser of the Bonds may elect to receive the Official Statement in electronic form.

Continuing Disclosure
To assist bidders in complying with the Rule, the City will undertake, pursuant to a Continuing Disclosure Agreement, to provide certain annual financial information and notices of the occurrence of certain enumerated events. A form of the Continuing Disclosure Agreement is set forth in the Preliminary Official Statement and will also be se t forth in the final Official Statement. See “Continuing Disclosure” in the Preliminary Official Statement. 217 of 724

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14 Certificate
The City will provide to the winning bidder of the Bonds a certificate, signed by a responsible officer, confirming that, at the time o f the acceptance of its bid for the Bonds and at the time of delivery of the Bonds, the Preliminary Official Statement and the final Official Statement (together with any amendments or supplements), respectively, did not contain any untrue statement of a m aterial fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (with customary exceptions for certain information contained in the Official Statement).

Right of Rejection
The City reserves the right, in its discretion, to reject any and all bids, including any bids not conforming to this Notice Inviting Bids or not in the form of the Official Bid Form, and to waive any irregularity or informality in any bid.

Prompt Award
The City will award the Bonds or reject all bids not later than two hours after the expiration of the time herein prescribed for the receipt of proposals, unless such time of award is waived by the winning bidder.

California Debt and Investment Advisory Commission
The winning bidder will be required to pay any fees relating to the Bonds due to the California Debt and Investment Advisory Commission (“CDIAC”) under California law.

Blue Sky Laws
The winning bidder of the Bonds will be responsible for the payment of any fees for qualification of the Bonds for sale under the securities or “Blue Sky” laws of any state. The winning bidder may not offer to sell, or solicit any offer to buy, Bonds in any jurisdiction where it is unlawful for such winning bidder to make such offer, solicitation or sale, and the winning bidder shall comply with the Blue Sky and other securities laws and regulations of the states and jurisdictions in which the winning bidder sells the Bonds. Bidders shall not offer to sell or solicit an offer to buy, nor shall the winning bidder sell any Bonds, in any jurisdiction where the Blue Sky or other securities laws and regulations of such jurisdiction require the payment of a fee prior to taking any such action if such fee has not been paid.

CUSIP Numbers
It is anticipated that CUSIP numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the winning bidder thereof to accept delivery of and pay for the Bonds in accordance herewith. The City’s Municipal Advisor shall apply for CUSIP numbers in a timely manner. All expenses for the assignment and printing of CUSIP numbers for the Bonds shal l be paid by the City.
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201102410.2
15 No Litigation
There is no litigation pending concerning the validity of the Bonds, the corporate existence of the City, or the title of the officers thereof to their respective offices, and the City will furnish to the winning bidder a no-litigation certificate certifying to the foregoing as of and at the time of the delivery of the Bonds.

Tax-Exempt Status
If after the date of this Notice Inviting Bids but prior to the delivery of the Bonds (i) the interest received by any private ho lder from bonds of the same type and character as the Bonds shall be declared to be taxable (either at the time of such declaration or at any future date) under any federal income tax laws, by the terms of such law or by ruling of a federal income tax authority or official which is followed by the Internal Revenue Service, or by decision of any federal court, or (ii) any federal income tax law is enacted which will have a substantial adverse tax effect on owners of the Bonds as such owners, the winning bidder may, at its option, prior to the tender of the Bonds by the City, be relieved of its obligation to purchase the Bonds awarded to it and in such case the bid security provided by such bidder will be returned.

Modification, Postponement or Cancellation of Sale
The City reserves the right to modify, postpone or cancel the sale of the Bonds at or prior to the time bids are to be received with respect to the Bonds. Notice of such modification, postponement or cancellation will be given through Ipreo as soon a s practicable following such modification, postponement or cancellation. If the sale is postponed, notice of a new sale date will be given through Ipreo prior to the time that bids are to be received. On any new sale date, any bidder may submit a bid for t he purchase of Bonds, which shall be in conformity in all respects with the provisions of this Notice Inviting Bids except for the time or date and time of sale and any other changes announced through Ipreo.

Failure of any potential bidder to receive notic e of modification, cancellation or postponement shall not affect the sufficiency of any such notice or affect the City’s right to take the action described herein. If a sale is postponed only, any subsequent bid submitted by a bidder with respect to such s ale will supersede any prior bid made. If a sale is cancelled, all bids with respect to such sale will be deemed cancelled.

Right of Cancellation by Winning Bidder
The winning bidder of the Bonds shall have the right, at its option, to cancel its obligation to purchase the Bonds awarded to it if the City shall fail to execute the Bonds and tender the same for delivery within 60 days from the date of award thereof, and in such event such winning bidder shall be entitled to the return of its bid security.

Additional Information
This Notice Inviting Bids, the Preliminary Official Statement and the Official Bid Form may be obtained from Ipreo. Copies of the Ordinance and the Indenture of Trust (including the Tenth Supplement to Indenture of Trust) will be furni shed to any potential bidder upon request 219 of 724

201102410.2
16 made to the City’s Municipal Advisor, Public Financial Management, Inc., Attention: Mike Berwanger, telephone: (213) 415-1642, or to the Director of Finance and Information Technology, 141 North Glendale Avenue, Room 346, Glendale, California 91206-4998, telephone: (818) 548- 2085.

Date: [______], 2024
Director of Finance and Information Technology,
City of Glendale, California
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201102410.2
A-1

APPENDIX A

OFFICIAL BID FORM
[TO BE DELIVERED BY THE WINNING BIDDER]

CITY OF GLENDALE, CALIFORNIA
Electric Revenue Bonds, 2024 Second Series
_______________, 2024
City Council of the City
of Glendale, California
c/o Director of Finance and Information Technology
141 North Glendale Avenue
Room 346
Glendale, California 91206-4998
Ladies and Gentlemen:

Subject to the provisions of and in accordance with the terms of the Notice Inviting Bids, dated [______], 2024, of the City of Glendale, California (the “City”) for its above -referenced bonds (the “Bonds”), which Notice Inviting Bids is incorporated herei n and hereby made a part hereof:

We hereby confirm that we have agreed to purchase all, but not less than all, of the $____________ aggregate principal amount of Bonds described in the Notice Inviting Bids and to pay therefor the amount of $____________ constituting _____% (which percent is not less than 100%) of the par amount of the Bonds. .

This offer is for the Bonds bearing interest at the rates and in the form of serial bonds and, if applicable, term bonds as follows:

Balance of page intentionally left blank.

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201102410.2
A-2

February 1
Principal
Amount*
Interest
Rate
Reoffering
Price
Reoffering
Yield
Term
Maturity
Date (Check
if
applicable.)
$

_________
* Aggregate principal amount and principal amortization amounts may be adjusted by the City as set forth in the Notice Inviting Bids.

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201102410.2
A-3
In the event the “competitive sale requirements” set forth in the Notice Inviting Bids are not met, we agree to comply with the hold-the-offering price rule described in the Notice Inviting Bids.

We acknowledge and agree that after we submit this proposal, the City may modify the aggregate principal amount of the Bonds and/or the principal amount of each maturity of the Bonds, subject to the limitations set forth in the Notice Inviting Bids.

We further acknowledge and agree that in the event that any adjustments are mad e to the principal amount of the Bonds, we will purchase all of the Bonds, taking into account such adjustments on the above specified terms of this bid for the Bonds.

As the winning bidder, we confirm that we have agreed to wire $____________ to the City as provided in the Notice Inviting Bids, as security against the undersigned bidder’s failure to comply with the terms of the bid.

As the winning bidder, we confirm that we have agreed to immediately furnish the additional information described under the caption “Information Required from Winning Bidder ” in the Notice Inviting Bids. As the winning bidder, we will (1) within 30 minutes after being notified of the verbal award of the Bonds, advise the City of the initial public offering prices of the Bonds; and (2) prior to delivery of the Bonds furnish a certificate, acceptable to Bond Counsel, Norton Rose Fulbright US LLP, as to the “issue price” of the Bonds in the form specified in the Notice Inviting Bids.

As the winning bidder, we confirm that we have agreed to provide to the City as soon as possible after the sale of the Bonds a complete list of syndicate members, if any, the actual allocation of the Bonds and the orders placed by the syndicate members, if any.

We have noted that payment of the purchas e price of the Bonds is to be made in immediately available Federal Funds at the time of delivery of the Bonds.

If we have bid on behalf of a bidding syndicate, we represent that we have full and complete authority to submit the bid on behalf of our bidding syndicate and that the undersigned will serve as the lead manager for the group.

Only electronic copies of the final Official Statement for the Bonds will be provided to the winning bidder.

We further certify and declare under penalty of perjury under the laws of the State of California that our bid and this proposal are genuine and not a sham or collusive, nor made in the interest of or on behalf of any person not herein named, and that the bidder has not directly or indirectly induced or solicited any other bidder to put in a sham bid or any other person, firm or corporation to refrain from bidding, and that the bidder has not in any manner sought by collusion to secure for itself an advantage over any other bidder . Further, we did not consult with any other potential underwriter about this bid, and this bid was determined by us, independently, without regard to any other formal or informal agreement, if any, that we may have with the City (whether or not in connection with the sale and issuance of the Bonds). 223 of 724

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A-4
Respectfully submitted,

Name of Bidder
By:

Name and Title:
(Names of other syndicate account members, if any, are listed below.)

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A-5

SYNDICATE ACCOUNT MEMBERS

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201102410.2
B-1

APPENDIX B
[TO BE DELIVERED BY THE WINNING BIDDER]

$_________

CITY OF GLENDALE, CALIFORNIA
ELECTRIC REVENUE BONDS, 2024 SECOND SERIES

ISSUE PRICE CERTIFICATE
The undersigned, on behalf of ______________ (the “ Purchaser”), hereby certifies as set forth below with respect to the sale of the above -captioned obligations (the “ Bonds”) of the City of Glendale, California (the “City”).

1. Reasonably Expected Initial Offering Price.
(a) As of the Sale Date, the reasonably expected initial offering prices of the Bonds to the Public by the Purchaser are the prices listed in Schedule A (the “Expected Offering Prices ”). The Expected Offering Prices are the prices for the Maturities of the Bonds used by the Purchaser in formulating its bid to purchase the Bonds. Attached as Schedule B is a true and correct copy of the bid provided by the Purchaser to purchase the Bonds.
(b) The Purchaser was not given the opportunity to review other bids prior to submitting its bid.
(c) The bid submitted by the Purchaser constituted a firm offer to purchase the Bonds.

2. Defined Terms.
(a) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities.
(b) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly.
(c) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is ________ __, 2024. (d) Underwriter means (i) any person that agrees pursuant to a written contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of th e Bonds to the Public (including a member of a selling group or a party to a retail or other third- party distribution agreement participating in the initial sale of the Bonds to the Public).

[Signature page follows]
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201102410.2
B-2

The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents the Purchaser’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the City with respect to certain of the representations set forth in the tax certificate with respect to the Bonds and with respect to compliance with the federal income tax rules affecting the Bonds, and by Norton Rose Fulbright US LLP in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038- G, and other federal income tax advice that it may give to the City from time to time relating to the Bonds.

[PURCHASER]

By: ________________________________

Name:

Title:

Dated: ____________ __, 2024

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B-3

SCHEDULE A

EXPECTED OFFERING PRICES
(Attached)

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B-4

SCHEDULE B
COPY OF UNDERWRITER’S BID
(Attached)

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201102374.2 (Glendale: E.S. Eighth Supp.)
TEN

TH SUPPLEMENT TO

INDENTURE OF TRUST
by and between

CITY OF GLENDALE, CALIFORNIA
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee

RELATING TO CITY OF GLENDALE, CALIFORNIA
ELECTRIC REVENUE BONDS, 2024 SECOND SERIES
________________________________
Dated as of [August] 1, 2024
________________________________
(Supplemental to the Indenture of Trust dated as of February 1, 2000)

EXHIBIT D
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201102374.2 (Glendale: E.S. Eighth Supp.) i
Table of Contents
Page
ARTICLE XIX 2024 SECOND SERIES BONDS
Section 19.1 Definitions........................................................................................................ 2 Section 19.2 Authorization. .................................................................................................. 3 Section 19.3 Terms of 2024 Second Series Bonds ............................................................... 4 Section 19.4 Form of 2024 Second Series Bonds and Certificate of Authentication ........... 5 Section 19.5 Disposition of Proceeds ................................................................................... 5 Section 19.6 Redemption of 2024 Second Series Bonds ...................................................... 6 Section 19.7 Additional Tax Covenants Relating to the 2024 Second Series Bonds ........... 7 Section 19.8 Terms of 2024 Second Series Bonds Subject to the Indenture of Trust ........ 11 Section 19.9 Governing Law .............................................................................................. 12 Section 19.10 Execution in Counterparts.............................................................................. 12

EXHIBIT A – FORM OF 2024 SECOND SERIES BOND

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201102374.2 (Glendale: E.S. Eighth Supp.) 1
Tenth Supplement to Indenture of Trust
(Supplemental to the Indenture of Trust
dated as of February 1, 2000)
Authorizing the Issuance of
$[PAR AMOUNT] Aggregate Principal Amount of
City of Glendale, California
Electric Revenue Bonds, 2024 Second Series
___________________________________

This TENTH SUPPLEMENT TO INDENTURE OF TRUST, dated as of [August] 1, 2024 (this “ Tenth Supplement ”), by and between the CITY OF GLENDALE, CALIFORNIA, a municipal corporation and charter city duly organized and existing under the Constitution and laws of the State of California (the “City”) , and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as successor to The Bank of New York Trust Company, N.A., a national banking association duly organized and validly existing under the laws of the United States of America, as Trustee (the “Trustee”),
W I T N E S S E T H :

WHEREAS, this Tenth Supplement is supplemental to the Indenture of Trust, dated as of February 1, 2000 (as supplemented and amended, the “Indenture of Trust”), by and between the City and the Trustee, providing for the issuance of City of Glendale, California Electric Revenu e Bonds (the “Bonds”); and
WHEREAS, the Indenture of Trust provides that the City may issue Bonds from time to time as authorized by a supplemental indenture of trust; and WHEREAS, Article XXVI of the City’s Charter authorizes the City to issue revenue bonds for the purpose of financing the acquisition or construction of additions to, or extensions or improvements of, the electric works of the City; and
WHEREAS, pursuant to Article XXVI of the Charter and Ordinance No. [___] of the City, adopted on [_____], 2024, the City proposes to issue its Electric Revenue Bonds, 2024 Second Series (the “2024 Second Series Bonds”) pursuant to the Indenture of Trust, including as supplemented by this Tenth Supplement, to provide, among other things, moneys for the costs of the acquisition and construction of certain improvements to the Electric System, consisting primarily of further development and construction of 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 75 megawatt/300 megawatt-hour battery energy storage system, (b) acquisition and construction of 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 (c) acquisition and construction of 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 232 of 724

201102374.2 (Glendale: E.S. Eighth Supp.) 2
case including necessary and appurtenant facilities and equipment relating thereto, all to be owned by the City; and
WHEREAS, the 2024 Second Series Bonds do not to constitute an indebtedness of the City but do constitute obligations which shall be payable as to both principal and interest, and any premium upon the redemption of any 2024 Second Series Bonds prior to maturity, only from the Electric Works Revenue Fund of the City and certain other funds as provided in the Indenture of Trust; and
WHEREAS, the City Council of the City has determined that it is necessary and required that the City enter into this Tenth Supplement in order to establish and declare, in conjunction with the Indenture of Trust, the terms and conditions upon which the 2024 Second Series Bonds shall be issued; and
WHEREAS, the City Council has determined that all acts, conditions and things required by law to exist, to have happened and to have been performed precedent to and in connection with the execution and the entering into of this Tenth Supplement do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the parties hereto are now duly authorized to execute and enter into this Tenth Supplement; NOW, THEREFORE, the parties hereto agree, as follows:

ARTICLE XIX

2024 SECOND SERIES BONDS
Section 19.1 Definitions. The terms defined in this Section shall, for all purposes of this Tenth Supplement and of any certificate, opinion or other document herein mentioned, have the meanings herein specified, to be equally applicable to both the singular and plural forms of any of the terms herein defined. Terms defined in the Indenture of Trust not otherwise defined in this Tenth Supplement shall have the meanings specified in the Indenture of Trust. For purposes of clarity, references to the Director of Finance include any Director of Finance and Information Technology.
“Interest Payment Date” means, with respect to the 2024 Second Series Bonds, February 1 and August 1 of each year, commencing February 1, 2025. “Ordinance” means Ordinance No. [___] of the City, adopted on [_____], 2024, authorizing the issuance of the 2024 Second Series Bonds, and providing cert ain terms and conditions for the issuance of the 2024 Second Series Bonds. “Project” means development and construction of 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 75 megawatt/300 megawatt-hour battery energy storage system, (b) acquisition and construction of 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 (c) acquisition and 233 of 724

201102374.2 (Glendale: E.S. Eighth Supp.) 3
construction of 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.
“Record Date” means the close of business on the fifteenth day (whether or not a Business Day) of the month immediately preceding an Interest Payment Date. “2024 Second Series Bond” or “2024 Second Series Bonds” means any or all, as the case may be, of the City of Glendale, California Electric Revenue Bonds, 2024 Second Series , as described in Section 19.2 hereof.

Section 19.2 Authorization.
(a) An additional Series of Bonds to be issued under the Indenture of Trust is hereby created. Such Series shall be known as the “City of Glendale, California Electric Revenue Bonds, 2024 Second Series.” The 2024 Second Series Bonds shall be issued in the aggregate initial principal amount of $[P AR AMOUNT] in accordance with the City Charter, the Ordinance and the Indenture of Trust (including this Tenth Supplement) for the purpose of providing moneys for (i) the costs of the acquisition and construction of certain improvements to the Electric System consisting primarily of the design, acquisition, construction and installation of the Project to be located in the City, (ii) making a deposit to the Parity Reserve Fund, and (iii) paying the costs of issuance of the 2024 Second Series Bonds.
(b) The 2024 Second Series Bonds shall be issued in fully registered form and shall be initially registered in the name of “Cede & Co.,” as nominee of The Depository Trust Company, New York, New York. The 2024 Second Series Bonds shall be evidenced by one 2024 Second Series Bond maturing on each of the maturity dates as set forth in Section 19.3 in an amount corresponding to the total principal amount of the 2024 Second Series Bonds of each such maturity.

The Trustee may assign a distinctive number or letter and number, and a record of the same shall be maintained by the Trustee for each 2024 Second Series Bond. Registered ownership of the 2024 Second Series Bonds, or any portion thereof, may not thereafter be transferred except as set forth in the Indenture of Trust.
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201102374.2 (Glendale: E.S. Eighth Supp.) 4
Section 19.3 Terms of 2024 Second Series Bonds. The 2024 Second Series Bonds shall be issued in denominations of $5,000 principal amount or any integral multiple thereof. The 2024 Second Series Bonds shall be dated their date of delivery, and shall mat ure on February 1 in the years and in the principal amounts and shall bear interest at the rates set forth below:

Maturity Date
(February 1)
Principal
Amount
Interest
Rate

$ %

T
T
_____________
T Term Bond.

The 2024 Second Series Bonds shall be Current Interest Indebtedness. Each 2024 Second Series Bond shall bear interest until the principal sum thereof has been paid; provided, however, that if, at the maturity date of any 2024 Second Series Bond, or if the same is redeemable prior to maturity and has been duly called for redemption, funds are available for the payment or redemption thereof in accordance with the terms of this Tenth Supplement, the 2024 Second Series Bond shall then cease to bear interest. The principal of and premium, if any, on the 2024 Second Series Bonds shall be payable in lawful money of the United States of America by the Trustee upon presentation and surrender thereof.
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201102374.2 (Glendale: E.S. Eighth Supp.) 5
Interest with respect to any 2024 Second Series Bond shall be payable from the Interest Payment Date next preceding the date of authentication thereof unless such date of authentication is during the period from a Record Date to and including the next succeeding Interest Payment Date, in which case interest with respect thereto shall be payable from such Interest Payment Date, or unless such date of authentication is prior to the Record Date for the first Interest Payment Date, in which case interest with respect thereto shall be payable from the date of delivery of such 2024 Second Series Bond; provided, however, that if at the time of authentication of any 2024 Second Series Bond, interest with respect thereto is in default, interest with respect thereto shall be payable from the Interest Payment Date to which interest has previously been paid. Payment of interest with respect to any 2024 Second Series Bond shall be made to the person appearing on the Bond Register as the Owner thereof as of the Record Date, such interest to be paid b y check or draft of the Trustee, payable in lawful money of the United States of America and mailed on the Interest Payment Date to such Owner at his or her address as it appears on the Bond Register; provided, that in the case of an Owner of $1,000,000 or more in aggregate principal amount of 2024 Second Series Bonds, upon written request of such Owner delivered to the Trustee not less than twenty (20) days prior to any Interest Payment Date, such interest shall be paid in immediately available funds by wire transfer to an account specified by the Owner in such written request on the following Interest Payment Date.

So long as the 2024 Second Series Bonds are maintained in book-entry form, payments of principal, premium, if any, and interest shall be made by the Trustee to the Securities Depository by wire transfer. The Trustee shall provide CUSIP number identification, with appropriate dollar amounts for each CUSIP number, on all redemption payments and interest payments, whether by check or by wire transfer.

Section 19.4 Form of 2024 Second Series Bonds and Certificate of Authentication. The 2024 Second Series Bonds and the certificate of authentication shall be substantially in the form set forth in Exhibit A hereto with necessary or appropriate variations, omissions and insertions, as permitted or required by this Tenth Supplement. The 2020 Bonds shall be authenticated either manually or electronically.

Section 19.5 D
isposition of Proceeds . The proceeds of the sale of the 2024 Second Series Bonds in the amount of $[_____] (computed as $[PAR AMOUNT].00 aggregate principal amount of the 2024 Second Series Bonds, plus $[_____] original issue premium, less $ [_____] underwriter’s discount) shall be applied as follows:
(a) There is hereby established a separate fund in the City treasury for the purpose of assuring the application of proceeds received from the sale of the 2024 Second Series Bonds to the purposes set forth in Section 19.2 hereof, which separate fund is hereby designated as the “ 2024 Second Series Electric Revenue Bonds, Construction Fund” (the “Construction Fund”). The Trustee, immediately upon receiving the proceeds of the sale of the 2024 Second Series Bonds, shall transfer from such proceeds to the City for deposit in the Construction Fund the amount of $[_____] to pay project costs. The money set aside and placed in the Construction Fund (other than any moneys used to reimburse the Electric Works Revenue Fund) shall remain therein until from time to time expended for the objects and purposes set forth in the Indenture of Trust, and to pay the Costs of Issuance not paid from the 2024 Second Series Costs of Issuance Fund (defined below), if any. Amounts in the Construction Fund may be temporarily invested by the City in 236 of 724

201102374.2 (Glendale: E.S. Eighth Supp.) 6
Investment Securities, and such proceeds and the inter est thereon shall be applied exclusively to the objects and purposes set forth in this Tenth Supplement; provided, however, that (i) the Electric Works Revenue Fund shall be reimbursed, subject to the tax covenants in Section 19.7, from the Construction Fund, in an amount approved by the Director of Finance, for expenditures for purposes for which the 2024 Second Series Bonds were issued that were made from the Electric Works Revenue Fund, and (ii) in accordance with Subdivision 4 of Section 4 of Article XX VI of the Charter, when the objects and purposes for which the 2024 Second Series Bonds were issued have been accomplished, any remaining unexpended funds in the Construction Fund shall be transferred to the Parity Obligation Payment Fund established pursuant to Section 4.02 of the Indenture of Trust. Any such amounts transferred to the Parity Obligation Payment Fund may be temporarily invested by the City in Investment Securities after consultation with Bond Counsel regarding yield restriction limitations with respect to such investment. (b) There is hereby established a separate fund designated as the “2024 Second Series Costs of Issuance Fund, ” which the Trustee shall maintain. The Trustee, immediately upon receiving the proceeds of the sale of the 2024 Second Series Bonds, shall deposit from such proceeds in the 2024 Second Series Costs of Issuance Fund the amount of $[_____] to pay Costs of Issuance. The moneys deposited in the 2024 Second Series Costs of Issuance Fund shall be expended from time to time to pay Costs of Issuance. Upon receipt of any requisition signed by an Authorized City Representative for payment or reimbursement of Costs of Issuance of the 2024 Second Series Bonds, the Trustee shall pay such requisitioned amounts out of the 2024 Second Series Costs of Issuance Fund. If any amount shall remain in the 2024 Second Series Costs of Issuance Fund when all Costs of Issuance have been paid (but in any event not later than six months following the date of issuance and delivery of the 2024 Second Series Bonds), such amount shall be transferred at the direction of the Director of Finance to the Construction Fund. Amounts in the 2024 Second Series Costs of Issuance Fund may be temporarily invested in Investment Securities as the City may direct the Trustee in writing, and such proceeds and the interest thereon shall be applied exclusively to the objects and purposes set forth in this Tenth Supplement. Any such amounts transferred to the Construction Fund may be temporarily invested by the City in Investment Securities after consultation with Bond Counsel regarding yield restriction limitations with respect to such investment.
(c) The Trustee, immediately upon receiving the proceeds of the sale of the 2024 Second Series Bonds, shall [ from premium] deposit in the Parity Reserve Fund the amount of $[_____] to fund a portion of the Reserve Fund Requirement. (d) The Trustee, immediately upon receiving the proceeds of the sale of the 2024 Second Series Bonds, shall [ from premium] deposit in the Parity Obligation Payment Fund the amount of $[_____] to fund interest on the 2024 Second Series Bonds beginning from the date of delivery of the 2024 Second Series Bonds.

Section 19.6 Redemption of 2024 Second Series Bonds.
(a) Optional Redemption. The 2024 Second Series Bonds maturing on or prior to February 1, 20[__] are not subject to redemption prior to maturity. The 2024 Second Series Bonds maturing on and after February 1, 20[__] are subject to redemption prior to maturity, at the option of the City, as a whole or in part, on February 1, 20[__], or on any date thereafter, in any order of 237 of 724

201102374.2 (Glendale: E.S. Eighth Supp.) 7
maturity as directed in writing by the City and by lot within a maturity, from funds derived by the City from any legal source, at a redemption price equal to 100% of the principal amount of the 2024 Second Series Bonds to be redeemed, together with accrued interest to the redemption date. (b) Mandatory Redemption. The 2024 Second Series Bonds maturing on February 1, 20[__] shall be subject to mandatory sinking account redemption in part at par, and by lot, from mandatory sinking account payments set aside in the Parity Obligation Payment Fund for such purpose, on February 1 of the years and in the amounts set forth below:

Date
(February 1)
Principal
Amount

†
_____________________
† Final maturity.

Glendale City CouncilJune 25, 2024

Glendale City Council
June 25, 2024