Glendale City Council
June 3, 2025

Source: Glendale Water and Power.

The following Statement of Net Position information for the five Fiscal Years ended June 30, 2020 through June 30, 2024 has been prepared by Glendale based upon audited financial statements. 271 of 394

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GLENDALE WATER AND POWER

ELECTRIC SYSTEM

STATEMENT OF NET POSITION
($ in thousands)
Fiscal Year Ended June 30,
2024 2023 2022 2021 2020
ASSETS
Current assets:

Pooled cash and investments $ 97,111 $85,662 $136,560 $149,657 $149,612 Cash with fiscal agent 25,926 2,543 2, 332 2,538 2,409 Investment with fiscal agent 2,398 2,398 2,398 2,398 2,398 Interest receivable 1,661 1,709 1,422 1,063 1,440 Investment Gas/Electric Commodity 9,023 8,018 - - -
Pooled Restricted cash and investments 64,947 - - - -
Accounts receivable, net 35,317 28,314 33,063 31,889 28,231 Inventories 12,809 11,484 9,704 9,401 10,018 Prepaid items 31,953 28,652 8,565 8,381 11,460 Total current assets 281,145 168,780 194, 044 205,327 205,568 Non-current assets:

Capital assets:

Land 6,306 6,306 6,306 6,306 6,306 Natural gas reserve 22,176 22,175 22,171 22,166 22,163 Buildings and improvements 63,758 63,970 73,722 73,716 71,334 Machinery and equipment 446,307 440,728 512,684 513,741 510,898 Intangible assets 975 422 327 327 327 Less: accumulated depreciation (374,182) (370,730) (414,831) (398,901) (386,335) Natural gas depletion (15,811) (15,162) (14,481) (13,770) (12,978) Amortization (544) (276) (241) (156) (70)
Construction in progress 162,863 29,695 9,086 8,075 15,923 Lease assets 212 212 203 - - Total capital assets 312,060 177,340 194,946 211,504 227,568 Pooled designated and invested cash 151,354 151,435 124,100 124,100 124,100 Restricted cash 51,626 44,463 41,417 24,032 14,375 Leases receivable 941 993 1,016 - - Total non-current assets 203,921 374,231 361,479 359,636 366,043 Total assets 515,981 543,011 555,523 564,963 571,611 Deferred outflows of resources related to pensions 22,153 25,077 8,898 9,569 7,736 Loss on refunding 3,093 3,391 3,627 3,863 4,099 Deferred outflows of resources related to OPEB 350 408 467 496 - Total assets and deferred outflows of resources 822,722 571,887 568,515 578,891 583,446

LIABILITIES AND NET POSITION
Current liabilities:

Accounts payable $ 45,097 $29,236 $19,250 $12,035 $10,003 Interest payable 4,765 2,447 2,572 2,691 2,800 Bonds payable, due in one year 10,900 7,431 7,126 6,841 6,592 OPEB liability 69 - - - -
Deposits 2,224 1,726 1,355 1,277 2,023 Total current liabilities 63,055 40,840 30,303 22,844 21,418 Noncurrent liabilities:

Bonds payable 301,125 126,097 133,529 140,655 147,496 Leases and subscriptions payable 376 86 125 - -
OPEB liability 1,096 1,781 2,156 2,632 - Net pension liability 73,326 72,144 37,753 68,975 64,601 Total noncurrent liabilities 375,923 200,108 173,563 212,262 212,097 Total liabilities 438,978 240,948 203,866 232,474 233,515 Deferred inflows resources related to pensions and OPEB 8,048 4,986 23,090 334 1,243 Total liabilities & deferred inflows of resources 447,026 245,934 226,956 235,440 234,758 Net position(1):

Net investment in capital assets 59,209 43,249 61,184 72,099 82,386 272 of 394

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Restricted For
Carbon Emissions 50,949 37,160 26,718 17,443 7,912
Restricted investment(2) - - 7,281 919 794
Low carbon fuel standard 677 1,634 1,749 - -
SCAQMD emission controls - 5,669 5,669 5,669 5,669
Unrestricted 264,861 238,241 238,958 247,321 251,927 Total net position $ 375,696 $325,953 $341,559 $343,451 $348,688 _____________________
(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 th e GWP inventory and reduced the previously capitalized assets i n the Electric Fund. Additionally, Glendale recorded prio r years’ transmission loss credit from the Lo s Angeles Department of Water & Power (L ADWP) for the Intermountain Power Plant losses (IPPLosses), and Intermountain losses (ILosses). Additi onal 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 years, 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 Restrict ed Cash and Investments for fiscal year 2019-20.

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., areas of elevated or extreme risk from utility-associated wildfires). However, many of these areas do not cont ain any Electric System assets that could ignite a wildfire and many others are require d to be managed by the property owners to be cleared 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 cu stomer load) the transmission line 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 has installed fire resistant wrap/coating poles to install in high fire risk locations and have installed covered conductors (in selected Tier 2 areas).  The City expanded vegetation management to exceed minimum clearance requirements by trimming trees down to the telecommunications level.
 The City installed devices to minimize the risk of fire in brush areas 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 expanded asset inspections and refine d its master plan to address end-of-life infrastructure management and mitigate agai nst fire risks from downed power lines or failed equipment that can spark and ignite wildfires. This inspection / assessment program includes pole inspections, vault inspections, a nd inspections of all assets connected to (or within) these assets, including (but not limite d to) transformers, crossarms, insulators, conductors, cables, landings, capacitor bank s, voltage regulators, and all other attachments. In addition to assessing the condition of Electric System assets, the program provides a mechanism to prioritize repair and replacement projects. 273 of 394

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State fire-threat maps and fire-threat areas are revised from time to time.

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 enterp rise 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 Depa rtment 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 against the City in the matter of Sierra Club v. City of Glendale, et al. , Los Angeles Court Case No. 22STCP00983. The Sierra Club petition challenged the City Council’s February 15, 2022 certification of a Final Environmental Impact Report (an “FEIR” ) for the proposed Grayson Repowering Project and authorizations to move forward with various Grayson Repowering Project development activities. The case went to trial and on July 31, 2023, and the trial court issued a statement of decision denying Sierra Club’s petition. On October 30, 2023, Sierra Club filed a noti ce of appeal. The hearing on Sierra Club’s appeal was held on September 3, 2024 in the California Cour t of Appeal. On November 27, 2024 the Court of Appeal issued a statement of decision affirming the tria l court’s judgment in favor of the City. The Sierra Club did not file a request for further review and therefore the litigation has concluded in favor of the City.

In a related case that the Los Angeles Superior Court coordinated with the Sierra Club matter, on March 21, 2022, the Glendale Residents Against E nvironmental Destruction (“GRAED”) filed a Petition for Writ of Mandate against the City ( Glendale Residents Against Environmental Destruction v. City of Glendale, et al. , Los Angeles Court Case No. 22STCP01021) also challenging the City Council’s February 15, 2022 certification of an FEIR for the proposed Grayson Repowering Project and authorizations to move forward with various Gray son Repowering Project development activities. On July 31, 2023, the trial court issued a statemen t of decision denying GRAED’s petition and entered a judgment denying the petition on August 28, 2023. GRAED filed a timely notice of appeal. The hearing on GRAED’s appeal was held on September 3, 2024 in the California Court of Appeal. On September 30, 2024, the Court of Appeal issued its decision denying GRAED’s appeal and upholding the trial court’s decision. GRAED did not file a request for further review and therefore the litigation has concluded in favor of the City.

CERTAIN RISK FACTORS
The purchase of the Bonds involves investment risk. Such risk factors include, but are not limited to, the following matters.

Bonds are Limited Obligations
The Bonds are special, limited obligations of th e 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 taxi ng 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 con tingently obligate the City, the State or any political subdivision thereof to levy or to pledge any form of taxation whatsoever therefor or to make any appropriation for their payment.
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Limitations on Remedies
The enforceability of the rights and remedies of th e 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 ba nkruptcy code and applicable bankruptcy, insolvency, reorganization, moratorium or sim ilar 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 othe rwise, and consequently may entail risks of delay, limitations or modification of their rights. Remedi es may be limited since the Electric System serves an essential public purpose.

Electric System Expenses and Collections
The electric utility costs (including those of the City’s Electric System) are affected by numerous factors, many of which are macroeconomic industry variables that are beyond its control. Some of the recent factors include inflation, supply chain disruptions an d delays, labor shortages and rising labor costs, and rising interest rates. Inflation and other factors can increase the price of fuel and commodities integral to electric system operations. The United States Federal R eserve has take intermitte nt actions resulting in increased interest rates, which can result in an increase to the costs of capital. The global economy has also faced supply chain shortages and delays in recent years. Global economic and geopolitical crises may also lead to increases costs to electric systems. The occurrence of global events and macroeconomic factors and their impacts are difficult to predict but may have a material adverse effect on the electric system results of operations and financial condition, including for the City’s Electric System. New environmental regulations and laws or other expenses could reduce the Net Income and could require substantial increases in rates or charges. There can be no assurance that the City’s expenses for the Electric System will remain at the levels described in this Official Statement.

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 2025 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 di rectly limits or restricts such rates and charges.

See “THE ELECTRIC SYSTEM–Electric Rates and Charg es.” 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.

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 fi nancial condition and competitiveness of many electric utilities and the level of utilization of generating and tr ansmission facilities. The City is unable to predict what impact such factors will have on the business operations and financial condition of the Electric System, 275 of 394

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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 impo ses a majority voter approval requirement on local governments (including the City) with respect to taxes for general purposes, and a two-thirds voter approval requirement with respect to taxes for special purposes. Article XIIID creates additional requirements for the imposition by most local governments of general ta xes, special taxes, a ssessments 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 initia tive power to the reduction or repeal of local taxes, assessments, and fees and charges imposed pr ior 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 re duce a public agency’s wa ter rates and delivery charges, as those are property-related fees or charges w ithin the meaning of Article XIIID, and noted that the initiative power described in Article XIIIC may ex tend 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 electora te of the City would be precluded from reducing its electric rates and charges in a manner materially and adversely affecting the payment of the 2025 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 California Constitution. Propos ition 26 was designed to supplement tax limitations California voters adopted when they approved Pr oposition 13 in 1978, and Proposition 218 in 1996.

Proposition 26 applies by its terms to any levy, char ge or exaction imposed, increased or extended by a local government on or after November 3, 2010. Proposition 26 deems any such levy, charge or fee to be a “tax”, requiring voter approval 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 cost s to the local government of providing the service or product.” Proposition 26 is applicable to the elect ric rates of governmental entities such as the City’s; therefore, newly adopted rates must conform to its requirements.

Proposition 26 is subject to interp retation by California courts, including the extent to which it is applicable to pre-existing electric rates and general fu nd 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 cha llenge 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 designe d to compensate the general fund for the costs of 276 of 394

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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 the rates and charges for electric service in excess of the reasonable costs to the c ity 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 Pr oposition 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 S upreme 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 conc luded 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 elect ric system rates or what their u ltimate 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 the finances or operations of the Electric System.

Loss of Tax Exemption
As discussed under the caption “TAX MATTERS,” interest with respect to the 2025 Series Bonds could become includable in gross income for purposes of federal income taxation retroactive to the date of execution and delivery of the 2025 Series Bonds as a r esult of future acts or omissions of the City in violation of certain covenants contai ned in the Indenture of Trust or through legislation. Should such an event of taxability occur, the 2025 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 City and 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 the San Andreas Fau lt, 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.
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Announcements on January 20, 1995, by the scientis ts 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 ratepayer properties 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 Ferna ndo 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 P asadena 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.

The City is located in or near areas susceptible to wildfires that could damage Electric System facilities or ratepayer properties. The City has undert aken mitigation measures to address wildfire risk to its Electric System facilities. See “THE ELECTRIC SYSTEM - Wildfire Mitigation Measures.” However, there is no assurance that these measu res will necessarily avoid significant damage to Electric System assets.

In the event of a severe earthquake, damaging wildfire or other natural disaster or physical calamity, the ability of the City to deliver electricity and th e demand for electricity could be diminished, and the amount of moneys available to pay debt service on the Bonds could be reduced significantly.

Cybersecurity
The City, including the Electric System, like ma ny 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 informati on, the City is potentially subject to multiple cyber threats, including without limitation hacking, viru ses, 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 and provide training for employees in cyber awareness and 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 e fforts 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.”
Global Health Emergencies
A pandemic, epidemic or outbreak of an infectious disease can have significant adverse health and financial impacts on global and local economies. For example, beginning in 2020, the COVID 19 pandemic negatively affected economic activity throughout the world, including the United States and the State of 278 of 394

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California. The initial impacts of stay-at home orders globally were unprecedented, with commerce, travel, asset values and financial markets experiencing disr uptions worldwide. While the COVID 19 pandemic impacted the City in certain respects, the City did not experience a mate rial adverse impact to the Electric System’s operations or its ability to meet its financ ial obligations as a result of the COVID 19 pandemic.

While the declarations of COVID 19 as a public health emergency have been lifted, future pandemics and other widespread public health emergencies can and do arise from time to time. The City cannot predict whether another national or localized outbreak of highly contagious or epidemic disease in the future could negatively impact the City’s Electric System operations and finances and/or the economy of its service area.

DEVELOPMENTS IN THE CALIFORNIA ENERGY MARKETS
State Legislation and Regulatory Proceedings
A number of bills affecting the electric utility in dustry 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 a nd environmentally friendl y generation and storage alternatives, principally through more stringent re newable resource portfolio standard requirements and more aggressive emissions reduction programs to combat the effects of climate change. Legislation has also focused on addressing issues relating to wildfire risk s 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, a nd 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 Assemb ly Bill 32, the Global Warming Solutions Act of 2006 (hereinafter, the “GWSA”), which became eff ective 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 B ill 32 (“SB 32”), an amendment to the GWSA. SB 32, which became effective as law on January 1, 2017, codified a new interi m 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 monitori ng 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-Gove rnor 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 entiti es (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 complying 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 ac hieve 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 zer o greenhouse gas emissions” means emissions of greenhouse gases to the atmosphere are balanced by re movals 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 ob ligations under the regula tion began on January 1, 2013. The cap-and-trade program covers sources a ccounting 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 o ffsets) 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 dist ribution 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 th e CARB auctions or on the secondary market from other covered entities with surplus allowances. IOUs are required to auction 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 municipal tax-exempt debt wh ere the POU makes a matched purchase to serve its traditional retail customers. Utilities required to sell th eir allowances in the auctions are then required to purchase allowances to meet their compliance obliga tions, and use any remaining 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 th at 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 program also allows covered entities to use offset credits for compliance (initially not exceeding 8% of a covered entity’s co mpliance obligation through the end of 2020). Offsets can be generated by emission reduction projects in sect ors that are not regulated under the cap-and-trade program. CARB has approved the following types of off set 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 dist ribution of free carbon allowances is continued for certain industrial sectors. However, AB 398 imposes stricter limits on the use of offset credits for 280 of 394

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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. Ame ndments 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 additio nal 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 th e 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 ob ligations. The City may bank allocated allowances in its compliance account to satisfy a portion of its ong oing compliance obligations. The City may also buy or sell allowances in the quarterly auctions or on th e bi-lateral market to meet 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 emissions of its resource portf olio 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.

See “—Federal Executive Orders Regarding State Laws” below.

Greenhouse Gas Emissions – Emissions Performance Standard. Senate Bill 1368 (“SB 1368”) became effective as law on January 1, 2007. SB 13 68 provided for an emission performance standard (“EPS”), restricting new investments in baseload fo ssil 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 excepti ons 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 notice 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 identifying all investments over $2.5 million th at it anticipates making during the subsequent 12 months on non-EPS compliant baseload faciliti es 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 re quires that each POU, including the City, prior to 281 of 394

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procuring new energy generation resources, first acquire all available energy efficiency, demand reduction, and renewable resources that are cost-effective, relia ble and feasible. SB 1037 also requires each POU to report annually to its customers and to the CEC its investment in energy efficiency and demand reduction programs. The City has complied with such reporting requirements.

Assembly Bill 2021 (“AB 2021”), signed by th en 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 year s 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 prescrib ed in SB 350. In addition, the CEC can provide recommendations for improvement to assist each PO U in achieving cost-effective, reliable, and feasible savings in conjunction with the established targets fo r 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 doubl ing of statewide energy efficiency savings in electricity and natural gas final end uses of retail cu stomers 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. PO Us are required to establish annual targets for energy efficiency savings and demand reducti on consistent 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 cumu lative rated capacity from existing bioenergy projects that generate energy from (a) a byproduct of sustaina ble 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 reas on, 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 pr ocurement plan and established targets for three compliance periods for the procurement of at leas t the following amounts of electricity products from eligible renewable energy resources, which could in clude 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 equa l to 20% of 2014 retail sales, 20% of 2015 retail 282 of 394

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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 2 019 retail sales, and 33% of 2020 retail sales. The governing boards of POUs are responsible for implemen ting 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 enfor cement of the RPS program requirements for POUs, which regulations have been subsequently amended from time to time.

SB 350, the Clean Energy and Pollution Reductio n Act of 2015, was signed into law by then Governor Brown on October 7, 2015. SB 350, as enact ed, 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 inte rim 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 renewable 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 thr ee-year average commencing January 1, 2013) are subject to this requirement, which applies to the St ate’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 determined th at 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 acceler ates 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-own ed 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 th e State Senate, the bill’s author, Senator Kevin de Leon, filed a “Letter to the Journal” clarifying the in tent of SB 100, stating that “SB 100 does not seek to require retail sellers of electricity to default on exis ting contractual obligations to deliver electricity to California customers from existing zero-carbon generati ng facilities.” This clarification allows existing nuclear resources (such as the Palo Verde Nuclear Generating Station) and large hydropower 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 update the RPS Enforcement Procedures for Publicly Owned Utilities, including to update regul ations amended by both SB 350 and SB 100, among other enacted bills. This includes implementing a majo r provision from SB 350, pertaining to long-term procurement of renewable 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 283 of 394

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in meeting the RPS procurement target for the co mpliance periods, and establish three-year compliance periods beginning after 2030. The regulations also sp ecify 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 Sept ember 16, 2022 (and effective on Ja nuary 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 an d zero-carbon resources would supply (i) 90% of all retail sales of electricity to California end-use customers by December 31, 2035, (ii) 95% of all retail sales of electricity to California end-use customers by D ecember 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 res ources 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 by those electrical lines and equipment. SB 1028 requires the governing board of each POU to determine, based on hi storical fire data and local conditions, and in consultation with the fire departments or other entities responsible for the control of wildfires within the geographical area where the utility’s overhead elect rical lines and equipment are located, whether any portion of that geographical area has a significant risk of wildfire resulting from those electrical lines and equipment, and if so, to present for 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, amends 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 th e wildfire mitigation plan to be updated annually thereafter. SB 901 requires specifi ed 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 appropria tely noticed public meeting, and to accept comments on its wildfire mitigation plan from the public, other lo cal and state agencies, and interested parties. In addition, SB 901 requires the POU or electric cooperative to contract with a qualified independent evaluator with experience in assessing the safe operation of electrical infrastructure to review and assess the comprehensiveness of its wildfire mitigation plan. The report of the independent evaluator is to be made available to the public and to be presented at a public meeting of the POU’s governing board.

Assembly Bill 1054 (“AB 1054”) was signed into law by Governor News om 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 recovery 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 Fu nd 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 284 of 394

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culture assessments, establish a safety committee of its board of directors, establish board level reporting 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 electrical corporations as discussed in more detail below. The W ildfire 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 plan s 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 in recent years. Under the doctrine of inverse condemnation (a legal concept that entitles property owners to just compensation if their property is damaged by a public use), California courts have imposed liability on utilities in legal actions brought by property holders for damages, where the inherent ri sks in the utility’s infrast ructure, as deliberately designed, constructed or maintained, are determined to be a substantial cause of damage to the property.

Thus, if the facilities of a utility, such as its electric distribution and transmission lines, are determined to be the substantial cause of the plai ntiff’s damages, and the doctrine of inverse condemnation applies, the utility could be liable without having been found neglig ent. In August 2019, in it s 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 mu st demonstrate that the property damage was the probable result or necessary effect of an inherent risk associated with the design, construction or maintenance of the relevant pub lic improvement. None of SB 10 28, 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 condemnati on doctrine 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. Wildfires in 2025 that severely impacted large populated areas of Los Angeles County could prompt significant new legisl ation impacting the electric utility sector, including the City. See “OTHER FACTORS AFFECTING THE ELECTRIC UTILITY INDUSTRY - Changing Laws and Requirements Generally” herein.

Impact of California Energy Market Developments
The effect of the developments in the Californi a 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 be caused by a 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 mitig ation 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 (inc luding the Pacific Northwest). See “OTHER FACTORS 285 of 394

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AFFECTING THE ELECTRIC UTILITY INDUSTRY.” Th is price volatility may contribute to greater volatility in the revenues of the Electric System from the sale (and purchase) of electric energy and, therefore, could materially affect the financial c ondition of the City’s Electri c 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.

Federal Executive Order Regarding State Laws
An April 2025 executive order issued by the Preside nt directs the United States Attorney General to identify state laws, regulations, causes of action, policies and practices “burdening the identification, development, siting, production, or use of domestic energy resources that are or may be unconstitutional, preempted by Federal law, or otherwise unenforceable.” The executive order directs the Attorney General to prioritize the identification of any such state la ws purporting to address ”clim ate change” or involving ”environmental, social, and governance” initiatives, ”environmental justice,” carbon or ”greenhouse gas” emissions, and funds to collect carbon penalties or carbon taxes. The executive order further directs the Attorney General to take all appropriate action to stop the enforcement of such state laws and continuation of related civil actions that the Attorney General determines to be illegal.

OTHER FACTORS AFFECTING THE ELECTRIC UTILITY INDUSTRY
Federal Energy Legislation
Energy Policy Act of 2005. Under the federal Energy Polic y 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 servi ce. 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 reliab ility 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 enforceab le 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 Western Electricity Coordinating Council (“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 286 of 394

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violations, while also having discretion to calculate a penalty without collecting the penalty if circumstances warrant.

Federal Regulation of Transmission Access
EPAct 2005 authorizes FERC to compel “open access ” to the transmission systems of certain utilities that are not generally regulated by FERC, including municipal utilities if the utility sells more than four million MWhs of electricity per year. Under open access, a transmission provider must allow all customers to use the system under standardized rates, terms and conditions of service.

FERC Order No. 888 requires the provision of open access transmission services on a nondiscriminatory basis by all “jurisdictional utilities” (which, by definition, does not include municipal entities like the City) by requiring al l such utilities to file Open Acces s 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 u tility under an open access tariff and that owns or controls transmission facilities to provide open access ser vice 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 unregul ated transmission utilities to provide transmission services. Specifically, FERC may require an unregulat ed transmitting utility to provide access to their transmission facilities (1) at rates th at 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, wh ich concluded that refo rm 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, wh ich among other things requires public utility (jurisdictional) transmission providers to particip ate in a regional transmission planning process that produces a regional transmission plan and that incor porates 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 relati onship 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 stat ed, however, that FERC expects such utilities to participate in the regional processes for transmissi on planning and that FERC will pursue associated complaints against such utilities on a case-by-case basis.

On May 13, 2024, FERC issued Order 1920 to refo rm the planning of the nation’s transmission system as well as the allocation of costs for new transmission projects. Order 1920, among other things, requires public utility (jurisdictional) transmission providers to conduct and periodically update long-term regional transmission planning to anticipate future needs, consider a broad set of benefits when planning new facilities, identify opportunities to modify in-k ind replacement of existing transmission facilities to increase their transfer capability, propose methods of cost allocation to pay for selected long-term regional transmission facilities, and increase transparency regarding local transmission planning information. Order 1920 expands the role of states throughout the process of planning, selecting and determining how to pay for new transmission facilities.
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Order 1920 reflects 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 applicable decarbonization goals.

Federal Policy on Cybersecurity
On February 13, 2013, then President Obama is sued the Executive Order “Improving Critical Infrastructure Security” (the “Infrastructure S ecurity 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 infrast ructure. 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 impr oved 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 pub lic and private sector entities to share cyber-related threat information.

In September 2018, the federal administration 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” 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 federal administration adop ted the 2023 National C ybersecurity Strategy.

The 2023 National Cybersecurity Strategy replaces but continues momentum on many of the priorities of the 2018 National Cyber Strategy. The 2023 National C ybersecurity Strategy seeks to build and enhance collaboration around five pillars: (1) Defend Critical Infrastructure; (2) Disrup t 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 e nvironmental regulation. Federal, State and local standards and procedures that regulate the envir onmental 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. An inability to comply with environmental standards could result in, for example, additional capital expend itures, 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 emis sions under existing law by imposing monitoring and reporting requirements, and through its permitting programs. Like othe r air pollutants, greenhouse gases are regulated under the Clean Air Act through the Prev ention of Significant Deterioration (“PSD”) Permit Program and the Title V Permit Program. A PSD permit is required before commencement of construction 288 of 394

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of new major stationary sources or major modificati ons of a major stationary source and requires best available control technologies (“BACT”) to control emissions at a facility. Title V permits are operating permits for major sources that consolidate all Clean Ai r 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. Greenho use gases from major natural gas-fired facilities are regulated under both permitting pr ograms through performance standa rds 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 cont rol technology or lower-carbon fuels, for new gas plants, existing gas plants, and existing coal plants, as specified. In February 2024, the EPA announced that it will remove the elements that would have applied to existing natural gas-fired power plants from the final version of the rule. Instead, the EPA stated that it will commence a new rulemaking process that will apply to existing natural gas-fired plants and regulate additi onal pollutants. The rule relating to new gas plants and existing coal plants was finalized on April 25, 2024.

Air Quality - National Ambient Air Quality Standards. The Clean Air Act requires that the EPA establish National Ambient Air Quality Standards (“NAAQS”) for certain air pollutants. When a NAAQS has been established, each state mu st identify areas in its state that do not meet the EPA standard (known as “non-attainment areas”) and develop regulatory measu res in its state implementation plan to reduce or control the emissions of that air pollutant in orde r to meet the applicable standard and become an “attainment area.” The EPA periodically reviews the NAAQS for various air pollutants and has in recent years increased, or proposed to in crease, 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-Stat e Air Pollution Rule (the “Transport Rule”) which curbs air pollution emitted in upwind states to fa cilitate 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 states 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 NAAQS 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 finalized 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.

While some particulate matter is emitted directly from sources such as construction sites, unpaved roads, fields, smokestacks or fires, most particles fo rm in the atmosphere as a result of complex reactions of chemicals such as sulfur dioxide and nitrogen oxi des, which are pollutants emitted from power plants and other sources. On February 7, 2024, the EPA announced a final rule to strengthen certain NAAQS for fine particulate matter. Areas that are designated as nonattainment areas have planning obligations to demonstrate attainment and meet the new standard within 6 years following the nonattainment designations. 289 of 394

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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 (n ew 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 particulate matter, sulfur dioxide, and nitrogen oxide. Under section 112, the MATS rule set new toxi cs standards limiting emissions of heavy metals, including mercury, arsenic, chromium, and nicke l; 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, work practice standards and recordkeeping requirements as a result of the rule. On July 17, 2020, the EPA finalized revisions to the electronic reporting requi rements for MATS that revised and streamlined the reporting requirements and provided enhanced acce ss to MATS data, without imposing new monitoring requirements. In April 2024, the EPA finalized a rule that modified regulation of coal- and oil-fired power plants, including further restricting their emissions an d changing emissions monitoring requirements. In March 2025, the EPA announced plans to reconsider the final rules for existing coal-fired and new natural gas-fired power plants which were promulgated under the prior administration. In April 2025, the President signed a proclamation granting two years of relief from an environmental rule to certain coal-fired power plants, allowing certain coal plants to comply with a less stringent version of the MATS rule for two years.

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 EPA propo sed four preferred alternatives for regulating wastewater discharges. The stringency of controls, t ypes of waste streams covered, and the costs varied among the four alternatives. On September 30, 2015, th e 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 post poning 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 reconsid eration of the 2015 rule. On May 2, 2018, the EPA noticed the Final 2016 Effluent Guidelines Program Plan, which identified one new rulemaking (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 pr oposed rule was held on December 19, 2019, and the final rule for steam electric power generation point source was published on August 31, 2020. On August 3, 2021, the EPA announced a planned-rulemaki ng to strengthen certain discharge limits in the steam electric power generating category. On May 9, 2024, the EPA finalized a supplemental rulemaking for coal-fired plants to strengthen certain wastewater discharge limits.

Changing Laws and Requirements Generally
Congress has considered and is considering num erous bills addressing domestic energy policies and various environmental matters, including bills relating to ener gy supplies and financial incentives for development, climate change and re duction 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 th e electric utility industry generally. In light of the 290 of 394

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variety of issues affecting the utility sector, federal energy legislation in other areas such as reliability, transmission planning and cost allocation, operati on of markets, environmental requirements, and cybersecurity is also possible. However, the City is unable to predict the outcom e or potential impacts of any possible legislation on the Electric System at this time.

New executive administrations, including the Preside nt of the United States, could also impact substantially the current environmen tal standards and regulations and ot her matters described herein. For example, upon taking office in January 2025, President Trump issued a series of executive orders affecting executive actions and policies implemented by the prior administration. One such executive order revoked a number of executive actions taken by the Biden administration, including revoking certain executive orders of the Biden administration relating to climat e change and clean energy, requiring federal agencies to review all federal government ac tions taken pursuant to the revoked or ders and to take necessary steps to rescind, replace or amend such actions. In additio n, the President issued a separate executive order directing the heads of all federal agencies to review all agency actions affecting the development of domestic energy resources, such as oil, natural gas, coal, hydropower, biofuels, critical mineral, and nuclear energy, and within 30 days of identifying any agency action that unduly burdens the production of domestic energy resources, to develop and begin action plans to rescind or revise the agency actions. Further, the agencies were directed to notify the Attorney Genera l so that appropriate action may be taken in any pending litigation, including the request of a stay, related to the identified agency action. The outcome and potential impact of these executive orders is not yet known, and additional executive actions could potentially impact the electric utility sector and the City’s Electric System.

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 affect the financial c ondition 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 ot her than those described above (including those affecting nuclear power plants or potential new en ergy 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 fro m 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 a llow direct access or expanded community choice aggregation or from mergers, acquisitions, and “strate gic alliances” of competing electric and natural gas utilities and from competitors transmitting less expensiv e electricity from much greater distances over an interconnected system) and new methods of, and new f acilities 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 produ cers and marketers, brokers and federal power marketing agencies, (h) “self-generation” or “distributed generation” (such as microturbines, fuel cells and solar installations) by industrial and commercial custom ers and others, (i) issues relating to the ability to issue tax-exempt obligations, including restricti ons 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 fu ture 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 operate d 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 291 of 394

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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 a nd/or significant load customers, (u) changes to the climate; (v) natural disasters or other physical cal amities, including, but not limited to, earthquakes, droughts, severe weather, floods and wildfires, and potential liabilities of electric utilities in connection therewith, and (w) adverse impacts to the market fo r insurance relating to recent wildfires and other calamities, leading to higher costs or prohibitively expensive coverage, or lim ited or unavailability of coverage for certain types of risk. Any of these factor s (as well as other factors) could have an adverse effect on the financial condition of any given electri c utility and likely will affect individual utilities in different ways.

The City is unable to predict what impact su ch factors will have on the business operations and financial condition of the Electric System, but the im pacts could be significant. Although this Official Statement includes a brief discussion of certain of th ese factors. This discussion does not purport to be comprehensive or definitive, and these matters are s ubject 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 poten tial purchasers of the 2025 Series Bonds should obtain and review such information.

RATINGS
Moody’s Ratings and Fitch Ratings are expected to assign ratings of “[__]” and “[__]”, respectively, to the 2025 Series Bonds. Such ratings reflect 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 assura nce 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 2025 Series Bonds.

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 2025 Series Bonds. The Municipal Advisor is an independent financial advisory firm and is not e ngaged 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 2025 Series Bonds. The Municipal Advisor has not undertaken to make an independent verification or to assume responsibility for the accuracy, completeness or fairness of the information contained in this Official Statement.

UNDERWRITING
The 2025 Series Bonds were awarded to _______ (the “Underwriter”) pursuant to a competitive bidding held on [______], 2025. The 2025 Series Bonds we re awarded to the Underwriter at a price of $_______, which price includes original issue pr emium of $_______ and is net of the underwriter’s discount of $_______. The Underwriter will purchase all of the 2025 Series Bonds if any are purchased.

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public offering prices, and the initial public offeri ng prices may be changed from time to time by the Underwriter.

CONTINUING DISCLOSURE
Pursuant to a Continuing Disclosure Agreement, dated as of August 1, 2025 (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 2025 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 City’s Fiscal Year (which Fiscal Year presently ends on June 30) (the “Annual Report”), commencing with the report for Fiscal Year 2024-25, and to prov ide 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 M unicipal Market Access (“EMMA”) system. The notices of such events also will be filed by the City or its agent with the MS RB 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 th e Underwriter 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 2025 Series Bonds for interest thereon to be and remain excluded pursuant to section 103(a) of the Code from th e gross income of the owners thereof for federal income tax purposes. Noncompliance with such requi rements could cause the interest on the 2025 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 2025 Series Bonds. The City has covenanted in the Eleventh Supplemental Indenture not to take any action or omit to take any action which, if ta ken or omitted, respectively, would adversely affect the exclusion of the interest on the 2025 Series Bonds from the gross income of the owners thereof for federal income tax purposes.

In the opinion of Norton Rose Fulbright US LLP, Bond Counsel, under existing law, interest on the 2025 Series Bonds is exempt from personal income taxes of the State of California and, assuming compliance with the aforementioned covenants, inter est on the 2025 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 2025 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 opini on will be rendered by Bond Counsel, as a result of ownership of the 2025 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 2025 Series Bonds, pertaining to the use, expenditure, and investment of the proceeds of such 2025 Series Bonds.

The initial public offering price of certain of th e 2025 Series Bonds (the “Discount Bonds”) may be less than the amount payable on such 2025 Series Bonds at maturity. An amount equal to the difference between the initial public offering price of a Discoun t 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 293 of 394

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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 taxabl e gain, for federal income tax purposes, on the same terms and conditions as those for other interest on the 2025 Series Bonds described above. Such interest is considered to be accrued actuarially in accordance w ith the constant interest method over the life of a Discount Bond, taking into account the semiannual compounding of accrued interest, at the yield to maturity on such Discount Bond and generally will be allocated to an initial purchaser in a different amount from the amount of the payment denominated as interest actually received by the initial purchaser during the tax year.

However, such interest may be required to be taken into account in determining the amount of the branch profits tax applicable to certain foreign co rporations 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 con sequences to, among others, financial institutions, life insurance companies, property and casualty insuran ce companies, S corporations with subchapter C earnings and profits, individual recipients of Social Security or Railroad Retirem ent 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 ex cess of the basis of such Discount Bond in the hands of such owner (adjusted upward by the portion of the original issue discount allocable to the period for which such Discount Bond was held) is includable in gross income. Owners of Discount Bonds should consult with their own tax advisors with respect to the determination of accrued original issue discount on such Discount Bonds for federal income tax purpo ses and with respect to the state and local tax consequences of owning and disposing of Discount Bonds.

The purchase price of certain 2025 Series Bonds (the “Premium Bonds”) paid by an owner may be greater than the amount payable on such 2025 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 pu rposes of a Premium Bond in the hands of such purchaser must be reduced each year by the amortizab le bond premium, although no federal income tax deduction is allowed as a result of such reduction in basis for amortizable bond premium. Such reduction in basis will increase the amount of any gain (or d ecrease the amount of any loss) to be recognized for federal income tax purposes upon a sale or other taxa ble disposition of a Premium Bond. The amount of premium that is amortizable each year by a purchaser is determined by using such purchaser’s yield to maturity (or, in some cases with r espect to a callable 2025 Series Bond, the yield based on a call date that results in the lowest yield on such 2025 Series B ond). 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 adju sted financial statement income of certain large corporations, generally consisti ng 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 2025 Series Bonds. Prospective purchasers that could be subject to this minimum tax should consult with their own ta x advisors regarding the potential consequences of owning the 2025 Series Bonds.
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Bond Counsel has not undertaken to advise in the future whether any events after the date of issuance of the 2025 Series Bonds may affect the tax status of interest on such 2025 Series Bonds or the tax consequences of the ownership of the 2025 Series Bonds. No assurance can be given that pending or future legislation, or amendments to the Code, if enacted in to law, or any proposed legislation or amendments to the Code, will not contain provisions th at could directly or indirectly reduce the benefit of the exemption of interest on the 2025 Series Bonds from personal inco me taxation by the State of California or of the exclusion of the interest on the 2025 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 2025 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 propo sed legislation, resulting from the receipt or accrual of interest on, or the acquisition or disposition of, the 2025 Series Bonds. Prospective purchasers of the 2025 Series Bonds should be aware that the ownership of tax-exempt obligations such as the 2025 Series Bonds may result in collateral federal tax conse quences to, among others, fi nancial institutions, life insurance companies, property and casualty insuran ce companies, certain foreign corporations doing business in the United States, S corporations with subchapter C earnings and profits, individual recipients of Social Security or Railroad Retirement benefits, individuals otherwise qualifying for the earned income tax credit, owners of an interest in a financial asset securitization investment trust, corporations subject to the alternative minimum tax on adjusted financial statement income, and taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry, or who have paid or incurred certain expenses allocable to, tax-exempt obligations. Prospective purchasers should consult their own tax advisors as to the applicability of these consequences to their particular circumstances.

Bond Counsel’s 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 a uditing the tax-exempt status of the interest on municipal obligations. If an audit of the 2025 Seri es Bonds is commenced, under current procedures the Service is likely to treat the City as the “taxpayer,” and the owners would have no right to participate in the audit process. In responding to or defending an audit of the tax-exempt status of the interest on the 2025 Series Bonds, the City may have different or conflicting interests from the owners of such 2025 Series Bonds. Public awareness of any future audit of the 2025 Series Bonds could adversely affect the value and liquidity of such 2025 Series Bonds during the pendency of the audit, regardless of the ultimate outcome.

Existing law may change so as to reduce or elim inate the benefit to holders of the 2025 Series Bonds of the exclusion of interest thereon from gro ss income for federal income tax purposes. Proposed legislative or administrative action, whether or not ta ken, could also affect the value and marketability of the 2025 Series Bonds. Prospective purchasers of the 2025 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 2025 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, seek ing to restrain or enjoin the issu ance, sale, execution or delivery of the 2025 Series Bonds or in any way contesting or af fecting the validity of the 2025 Series Bonds or any 295 of 394

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proceedings of the City taken with respect to the issu ance or sale thereof, or the pledge or application of any moneys or security provided for the payment of the 2025 Series Bonds or the use of 2025 Series Bond proceeds. There is no litigation pending, or to the b est knowledge of the City, threatened, questioning the existence of the City or the title of the officers of th e 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, 2024 are included in Appendix B to this Official Statement. The City has not requested, and CliftonLarsonAllen LLP (the “Auditor”), the independent auditor of such aud ited 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, 2024. 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 financia l 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 2025 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. Certain legal matters will be passed upon for the City by Norton Rose Fulbright US LLP, Los Angeles, California, as Disclosure Counsel. No rton Rose Fulbright US LLP will receive compensation contingent upon the sale and delivery of the 2025 Series Bonds. [Remainder of page intentionally left blank.]

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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:

Acting Director of Finance

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APPENDIX A

THE CITY OF GLENDALE
The 2025 Series Bonds will not be secured by any pledge of ad valorem taxes or general fund revenues but will be payable solely as described elsewher e in this Official Statement. The description of the financial and economic information regarding the City of Glendale, California (the “City”) set forth in this Appendix A is included in this Official Statement for information purposes only.

General
The City is a charter city of the State of Ca lifornia and was incorporated on February 16, 1906 under the general laws of the state of California. The City Charter was adopted on March 29, 1921. The City has a City Manager form of government with five elected Council members, in addition to an elected City Clerk and City Treasurer. The Council members elect a mayor among themselves and appoint various Boards and Commissions. The City provides a full range of municipal services. These include public safety (police and fire), streets, refuse collection, sewer, hazardous disposal, electric and water utilities, parks and recreation, public improvements, planning and zoning, housing and community development and general administrative and support services.

The City is the fourth largest city in Los Angeles County, encompassing approximately 31 square miles and a population of approximately 191,586 as of January 1, 2024 Population
The following chart shows the population of the City for the ten years indicated.

Year Population
2015 194,207
2016 194,060
2017 193,806
2018 195,847
2019 195,810
2020 195,898
2021 194,981
2022 193,256
2023 192,072
2024 191,586
____________________
Source: State of California Department of Finance, Population Research Unit, Population Estimates for California Cities 2015-20 with 2010 Benchmark, 2021-24 with 2020 Benchmark

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Employment
The following table shows employment, unemploym ent and labor force data for the City of Glendale for 2020 through 2024.

CITY OF GLENDALE

EMPLOYMENT, UNEMPLOYMENT AND LABOR FORCE
Averages for each of the Calendar Years 2020 through 20234

2020 2021 2022 2023 2024
Civilian Labor Force 96,500 96,500 95,800 96,0000 96,900 Employment 83,700 87,300 87,300 90,900 91,200
Unemployment 12,800 9,200 4,900 5,100 5,700
Unemployment Rate 13.3% 9.5% 5.1% 5.3% 5.9%
State Unemployment Rate 10.1% 7.3% 4.3% 4.7% 5.3%
____________________
Source: State of California, Employment Development Department.

Building Permit Activity
The following table shows the value of building permits issued in the City for the five fiscal years 2018-19 through 2022-23. Data for fiscal year 2023-24 is not available at this time.

CITY OF GLENDALE

BUILDING PERMIT VALUATION
Fiscal Years Ended June 30, 2019 through 2023
(in Thousands of Dollars)
2019 2020 2021 2022 2023
Residential Valuation (thousands)
Single Family $ 7,743 $13,003 $19,310 $23,766 $24,760
Multi-family/Commercial 76,764 13,860 18,850 43,680 16,520 Total $84,507 $26,863 $38,160 $67,446 $31,280

New Dwelling Units
Single Family 18 115 219 261 230
Multi-family/Commercial 12 6 2 6 6
Total 30 121 221 267 236
____________________
Source: City of Glendale

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Taxable Sales
The following table shows taxable transactions in the City by type of business for calendar years 2020 through 2024.

CITY OF GLENDALE

TAXABLE TRANSACTIONS BY TYPE OF BUSINESS
Calendar Years 2020 through 2024
(in Thousands of Dollars)
2020 2021 2022 2023 2024
Retail and Food Services
Clothing and Clothing
Accessories Stores
$231,047 $433,539 $457,119 $456,952 $467,904
General Merchandise Stores 154,038 230,603 230,836 224,042 224,429 Food and Beverage Stores 185,124 187,730 190,760 203,213 190,174 Food Services and Drinking
Places
296,689 434,029 507,531 529,204 529,321
Home Furnishings and
Appliance Stores
307,749 354,705 283,225 226,636 268,456
Building Materials and Garden
Equipment and Supplies
126,183 134,208 140,915 129,840 123,376
Motor Vehicle and Parts
Dealers
793,342 1,006,539 1,212,577 1,110,010 880,074
Gasoline Stations 131,997 203,478 280,642 259,788 233,707 Other Retail Group 201,339 254,906 297,951 306,6592 282,913 Total Retail and Food Services $2,427,510 $3,239,736 $3,601,556 $3,446,347 $3,200,355 All Other Outlets 572,879 715,420 898,079 874,738 796,445 Total All Outlets $3,000,390 $3,955,156 $4,499,635 $4,321,084 $3,996,800 ____________________
Note: Totals may not add due to rounding.

Source: California Department of Tax and Fee Administration

Community Development and Transportation
The quality of life in the City is the result of the City’s focus on safety, neighborhood, community involvement, education and managed de velopment. A thriving corporate culture, top entertainment, and safe residential communities make the City a desirable place to live and work. The City’s unique downtown area is surrounded by office towers, a four-star Hilton Hotel, an Embassy Suites Hotel, Hyatt Hotel and more than 2,000,000 square feet of commercial retail between the indoor Glendale Galleria shopping mall and outdoor Americana lifestyle center. The City boasts two regional medical centers and a third community hospital aligned with Keck Medicine of the University of Southern California (USC). Glendale is surrounded by four major freeways and is only minutes from Hollywood-Burbank airport and downtown Los Angeles.
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Since the end of the Great Recession, Glendale has enjoyed a steady stream of new investment and development in and around its dow ntown area. With amenities such as the outdoor lifestyle center Americana at Brand and main street boutiques, restaurants and cafes combined with a progressive land use plan and safe environment, Glendale was poised fo r investment beginning in 2010. Continued capital investment has been seen throughout the City through business expans ion and attraction to Glendale’s central location, public safety record, and robust business environment. Implementing the Glendale Tech Strategy continues to strengthen local tech firms su ch as Service Titan, Age of Learning, Legal Zoom, DISQO, Cisco Systems, Phonexa, dot818, and Bey ond Limits. Also of note are Glendale’s regional shopping centers, the Glendale Galleria, Americana at Brand, and Brand Boulevard of Cars. The Glenmark Hotel and Residence Inn by Marriott Los Angeles/Glendale join major hotels like Embassy Suites, Hyatt Place, and Hilton. A 154-room Hotel Indigo is expected to be added to the list of major downtown hotels by the end of the 4th quarter of 2025. Hotel users in the City include generally travelers for corporate, healthcare and leisure purposes. Glendale’s economy is diverse, primarily due to a mix of business and industry that operates within its borders.

Media continues to be a main business cluster in Glendale with both the Walt Disney Company and NBC/Universal’s DreamWorks Animation Campus located in Glendale. Since 2000, the Walt Disney Company has developed over 1,000,000 square feet of new office space in their existing 110-acre Grand Central Creative Campus including ABC7 Television Studio (the Los Angeles affiliate of ABC Television) and the historic rehabilitation of the Grand Central Ai r Terminal Building. Together with existing space, the Walt Disney Company occupies almost 3,000,000 square feet of space on their campus. Following their acquisition by NBC/Universal, DreamWorks has conti nued to occupy their 13-acre, 180,000 square foot campus adjacent to Disney’s Grand Central Cr eative Campus. Located only minutes from Hollywood, Glendale now houses Eastend Studios which features two purpose-built, state-of-the-art soundstages. The facility also offers a robust suite of office, production, support, mill, and parking spaces, as well as a rooftop terrace for hosting events.

The City offers quiet seclusion fro m the fast-paced southern Califor nia life style in its downtown adjacent neighborhoods. Public transportation is made easy with the City’s own Beeline shuttle system, which provides quick connections from public transportation centers throughout the city. Glendale is also home to the Larry Zarian Transportation Center, a restored historical train station, which serves the public at large including service from Amtrak and Greyhound. The City is working with LA Metro to increase train service through Glendale connecting to downtown Los Angeles and the Hollywood-Burbank Airport.

A viability study is currently underway to study a li ght-rail streetcar from the transportation center to downtown Glendale, linking the heart of the City to the regional transportation network. [Remainder of Page Intentionally Left Blank.]
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Overlapping Indirect Bonded Debt

OVERLAPPING INDIRECT DEBT
As of June 30, 2024
(in thousands) (unaudited)

Gross
Bonded Debt
Balance
Percent
Applicable
to the City
Amount
Applicable to
the City
Overlapping tax and assessment debt:

Metropolitan Water District $ 18,210 1.040% $ 189 Glendale Community College District 342,123 88.751% 303,638 Pasadena Area Community College Distric
t 174,690 0.071% 124
Glendale Unified School District 322,571 88.751% 286,285 La Canada Unified School District 95,730 0.839% 803
Total overlapping tax and assessment debt 591,039

Overlapping general fund debt:

Los Angeles County General Fund Obligation 2,479,230 2.007% 49,758 Los Angeles County Superintendent of Schools
Certificates of Participation
2,857 2.007% 57
Pasadena Area Community College District General
Fund Obligation
28,785 0.071% 20
Glendale Unified School District Certificates of
Participation
9,288 88.751% 8,243
Total overlapping general fund deb
t 58,078

Overlapping tax increment debt (Successor Agency) $ 7,397 100.000% $656,514 Total indirect overlapping debt $680,300
_________________________________
Source: City of Glendale, Department of Finance and HdL Coren & Cone

Overlapping governments are those that coincide, at least in part, with the geographic boundaries of the City. The percentage of ove rlapping debt applicable is estimated by using taxable assessed values.

Applicable percentages were estimated by determining the portion of another governmental unit’s taxable assessed value that is within the City’s boundaries and dividing it by each unit’s total taxable assessed value. The table above excludes tax and revenue antic ipation notes, enterprise revenue, mortgage revenue bonds and non-bonded capital lease obligation.

Assessed Valuation and Tax Collections
Taxes are levied for each fiscal year on taxable real and personal property which is situated in the City as of the preceding March 1. For assessment and co llection purposes, property is classified either as “secured” or “unsecured” and is listed accordingly on separate parts of the assessment roll. The “secured roll” is that part of the assessment roll containing State-assessed property and real property having a tax lien which is sufficient, in the opinion of the Count y of Los Angeles Assessor, to secure payment of the taxes. Other property is assessed on the “unsecured roll.” Property taxes on the second roll are due as of the March 1 lien date and become delinquent, if unpaid, on August 31. A 10% penalty attaches to de linquent taxes on property of the unsecured roll, and an additional penalty of 1. 5% per month begins to a ccrue commencing on November 1 of the fiscal year. 302 of 394

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Collection of delinquent unsecured taxes is the responsibility of the County of Los Angeles using the several means legally available to it.

The tax roll for the fiscal year ended June 30, 20 24 indicates a total taxable assessed valuation for revenue purposes of approximately $40,246,360,000 for the City.

The following table shows the assessed property valua tions within the City for the past five fiscal years. Net assessed valuations reflect exemptions for homeowners and tax-exempt uses.

CITY OF GLENDALE

ASSESSED PROPERTY TAX VALUATIONS
Fiscal Years Ended June 30, 2020 through 2024
(In Thousands)
Fiscal
Year
Net Assessed
Valuations

Percent Change

2020 $33,959,280 7%
2021 35,535,397 5
2022 36,608,833 3
2023 38,599,865 5
2024 40,246,360 4
____________________
Source: HdL Coren & Cone.

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Property Tax Collections
The following table shows the City’s property tax collections and adjustments for the fiscal years indicated.

CITY OF GLENDALE

PROPERTY TAX COLLECTIONS
Fiscal Years Ended June 30, 2020 through 2024*
(In Thousands)
Fiscal
Year
Collections Within
Fiscal Year of Levy
Collections in
Subsequent Fiscal
Years
Total Tax
Collections
Percent of
Levy
2020 $35,324 543 $35,867 98%
2021 37,967 651 38,618 99
2022 39,756 263 40,019 99
2023 42,767 471 43,238 100
2024 42,589 -- 42,589 99
____________________
* Education Revenue Augmentation Fund (ERAF) III payment to State, ERAF in lieu of Vehicle License Fee, SB211 Proposition Share for Central Project, supplemental property tax, and property tax penalty are excluded from property tax collections when compared to property tax levied in this table.

Source: City of Glendale and Los Angeles County Auditor Controller.

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Ten Largest Secured Taxpayers
The following table shows the ten largest secured ta xpayers of the City for the fiscal year ended June 30, 2024. These ten largest secured taxpayers re presented 7.78% of the City’s assessed valuation for the fiscal year ended June 30, 2024.

CITY OF GLENDALE

TEN LARGEST SECURED TAXPAYERS
Fiscal Year Ended June 30, 2024
(In Thousands)
Name Assessed Valuation

1. Glendale Mall Associates LLC $ 658,120

2. Walt Disney World Company 647,388

3. BNTR Burbank Holdings LLC 333,030

4. Americana at Brand LLC 272,389

5. Americana Residential LLC 236,699

6. GPI 500 Brand Limited 202,920

7. Stanley A Sirott Trus
t 201,939

8. DWF V 655 North Central LLC 199,678

9. 120 W Wilson Avenue Apartments LP 195,119

10. Onni 700 Brand LP 184,271
Total $3,131,553
____________________
Source: HdL Coren & Cone
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APPENDIX B

AUDITED FINANCIAL STATEMENTS OF THE
CITY’S ELECTRIC SYSTEM FOR THE FISCAL YEAR ENDED
JUNE 30, 2024

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APPENDIX C

BOOK-ENTRY SYSTEM
General
The Depository Trust Company (“DTC”), New York, New York, will act as securities depository for the 2025 Series Bonds. The 2025 Series Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such othe r name as may be requested by an authorized representative of DTC. One fully-registered 2025 Series Bond will be issued for each series and maturity of the 2025 Series Bonds, each in the aggreg ate principal amount of such maturity, and will be deposited with DTC.

DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Dir ect Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Partic ipants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers a nd dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a S&P Global Ratings rating of AA+. The DTC Rules applicable to DTC’s participants are on file w ith the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.co m. The information on such website is not incorporated herein by reference.

Purchases of the 2025 Series Bonds under the DTC book-entry system must be made by or through Direct Participants, which will receive a credit for the 2025 Series Bonds on DTC’s records. The ownership interest of each actual purchaser of each 2025 Series B ond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the 2025 Series Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in the 2025 Series Bonds, except in the event that use of the book-entry system for the 2025 Series Bonds is discontinued.

To facilitate subsequent transfers, all 2025 Series Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership no minee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of 2025 Series Bonds with DTC and their 307 of 394

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registration in the name of Cede & Co. or such othe r DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Bene ficial Owners of the 2025 Series Bonds. DTC’s records reflect only the identity of the Direct Partic ipants to whose accounts such 2025 Series Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.

Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of the 2025 Series Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the 2025 Series Bonds, such as redemptions (if applicable), defaults and proposed amendments to the Indenture. For example, Beneficial Owners of 2025 Series Bonds may wish to ascertain that the nominee holding the 2025 Series Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provi de their names and addresses to the Trustee, as bond registrar, and request that copies of notices be provided directly to them.

Redemption notices (if applicable) shall be sent to DT C. If less than all of the 2025 Series Bonds of a series and maturity are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed.

Neither DTC nor Cede & Co. (nor such other DTC nominee) will consent or vote with respect to 2025 Series Bonds unless authorized by a Direct Partic ipant in accordance with DTC’s MMI Procedures.

Under its usual procedures, DTC ma ils an Omnibus Proxy to the City as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts 2025 Series Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy).

Principal, redemption price (if applicable) and interest payments on the 2025 Series Bonds will be made to Cede & Co. or such other nominee as may be requested by an authorized representative of DTC.

DTC’s practice is to credit Direct Participants ’ accounts upon DTC’s receipt of funds and corresponding detail information from the City or the Trustee, on each payment date in accord ance with their respective holdings shown on DTC’s records. Payments by Direct and Indirect Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case w ith securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such participant and not of DTC, the Trustee or the City, s ubject to any statutory or regulatory requirements as may be in effect from time to time. Payment of princi pal, redemption price (if applicable) and interest to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the City or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such paymen ts to Beneficial Owners is the responsibility of Direct and Indirect Participants.

DTC may discontinue providing its services as securities depository with respect to the 2025 Series Bonds at any time by giving reasonable notice to the City or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, de finitive 2025 Series Bonds are required to be printed and delivered.

The City may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, definitive 2025 Series Bonds will be printed and delivered.

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The foregoing description concerning DTC and DT C’s book-entry system is based solely on information furnished by DTC. No representation is made herein by the City as to the accuracy or completeness of such information, and the City takes no responsibility for the accuracy or completeness thereof.

Discontinuation of the Book-Entry System
If DTC determines not to continue to act as secur ities depository by giving notice to the City and the Trustee, and discharges its responsibilities with resp ect thereto under applicable law and there is not a successor securities depository, or the City determines that it is in the best interest of the Beneficial Owners of the 2025 Series Bonds that they be able to obtai n certificates, the Trustee will execute, transfer and exchange 2025 Series Bonds as requested by DTC a nd will deliver new 2025 Series Bonds in fully registered form in authorized denominations in the names of Beneficial Owners or DTC Participants.

If the book-entry system is discontinued, the principal amount of and premium, if any, payable with respect to the 2025 Series Bonds will be payable up on surrender thereof at the principal corporate trust office of the Trustee. The interest on 2025 Series Bonds will be payable by check mailed to the respective Owners thereof at their addresses as they appear on the books maintained by the Trustee.

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APPENDIX D

SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE OF TRUST Certain provisions of the Indenture of Trust are summarized below. The summary does not purport to be complete or definitive and is qualified in its entirety by reference to the full terms of the Indenture of Trust.

Definitions
“Accreted Value” means, with respect to any Cap ital Appreciation Indebtedness or any Convertible Capital Appreciation Indebtedness, the am ount representing principal and interest on (i) such Capital Appreciation Indebtedness at or prior to the matu rity date thereof or (ii) such Convertible Capital Appreciation Indebtedness at and prior to the expiration of the Accretion Period ther eof, being, in either case, as of any date of computation an amount equal to the principal amount of such Capital Appreciation Indebtedness or Convertible Capita l Appreciation Indebtedness at its initial offering plus the interest accrued thereon from the date of delivery thereof to th e dates specified in the Supplemental Indenture of Trust or other document providing for such Capita l Appreciation Indebtedness or Convertible Capital Appreciation Bond, such interest to accrue at the rate per annum established as provided in a Supplemental Indenture of Trust or other document providing for such Capital Appreciation Indebtedness or Convertible Capital Appreciation Indebtedness, compounded periodically, plus, with r espect to matters relating to the payment upon redemption of such Capital Appreciation Indebtedness or Convertible Capital Appreciation Indebtedness, if such date of computation shall not be one of such specified dates, the ratable portion of the difference between the Accreted Value as of the immediately preceding such specified date (or the date of delivery thereof if the date of computation is prior to the first such specified date succeeding the date of delivery) and the Accreted Value as of the immediat ely succeeding such specified date, calculated based on the assumption that the Accreted Value accrues during any period in equal daily amounts on the basis of a year of twelve 30-day months.
“Accretion Period” means, with respect to any particular Convertible Capital Appreciation Indebtedness, the period from the da te of delivery thereof through the date specified in the Supplemental Indenture of Trust or other document providing for such Convertible Capital Appreciation Indebtedness (which date must be prior to the maturity date ther eof), after which interest accruing on such Convertible Capital Appreciation Indebtedness shall be payable sem iannually, with the first such payment date being the applicable interest payment date immediately succeeding the expiration of the Accretion Period. “Annual Debt Service” means for any Fiscal Year the aggregate amount of principal and interest on all Bonds and Parity Obligations becoming due a nd payable during such Fiscal Year calculated using the principles and assumptions set forth under the definition of Debt Service. “Assumed Debt Service” means for any Fiscal Year the aggregate amount of principal and interest which would be payable on all Bonds and Parity Ob ligations if each Excluded Principal Payment were amortized for a period specified by the City (but no l onger than thirty (30) years from the date of the issuance of the Bonds or Parity Obligations to which such Excluded Principal Payment relates) on a substantially level debt service basis, calculated based on a fixed interest rate equal to the rate at which the City could borrow for such period, as certified by a cer tificate of a financial advisor or investment banker delivered to the Trustee, who may rely conclusively on such certificate, within thirty (30) days of the date of calculation.
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“Authorized City Representative” means any officer or agent of the City duly authorized to perform any function required of such person under the Indenture of Trust. “Average Annual Debt Service” means, as of any date of calcula tion, an amount equal to (i) the Debt Service remaining to be paid on all Bonds and Pa rity Obligations on the date of calculation, divided by (ii) the number of Fiscal Years (or partial year s) commencing with the Fiscal Year of the date of calculation to and including the Fiscal Year which incl udes the first date on which none of such Bonds or Parity Obligations remains Outstanding. Such interest and principal shall be calculated on the assumption that no Bonds or Parity Obligations at the date of calculation shall cease to be Outstanding except by reason of the payment when due of each principal installment (including mandatory sinking account payments). “Bond Obligation” means, as of any given date of calculation, (i) with respect to any Outstanding Bond or Parity Obligation which is Current Interest Indebtedness or Convertible Capital Appreciation Indebtedness after the expiration of the Accretion Period thereof, the principal amount thereof, and (ii) with respect to any Outstanding Bond or Parity Obligat ions which are Capital A ppreciation Indebtedness or Convertible Capital Appreciation Indebtedness at and prior to the expiration of the Accretion Period thereof, the Accreted Value thereof.
“Bonds” means the City of Glendale, California Electric Revenue Bonds, authorized by, and at any time Outstanding pursuant to, the Indenture of Trust and any Supplemental Indenture of Trust. “Business Day” means any day other than (i) a Saturday, Sunday, or a day on which banking institutions in the State or the State of New York are authorized or obligated by law or executive order to be closed, and (ii) for purposes of payments and other actions relating to Bonds secured by a letter of credit, a day upon which commercial banks in the city in whic h is located the office of the issuing bank at which demands for payment under the letter of credit are to be presented are authorized or obligated by law or executive order to be closed.
“Capital Appreciation Indebtedness” means Bonds and Parity Obligations on which interest is compounded and paid less frequently than annually (not constituting Convertible Capital Appreciation Indebtedness).
“Certificate,” “Statement,” “Request,” “Requisition” and “Order” of the City mean, respectively, a written certificate, statement, request, requisition or order signed in the name of the City by an Authorized City Representative or any other person authorized by an Authorized City Representative to execute such instruments.
“Charter” means the Charter of the City, as it may be amended from time to time. “City” means the City of Glendale, California, a chartered city of the State, organized and existing under and by virtue of the Constitution and laws of the State. “City Council” means the City Council of the City of Glendale, California. “Code” means the Internal Revenue Code of 1986, a nd the regulations issued thereunder, as the same may be amended from time to time, and any successo r provisions of law. Reference to a particular section of the Code shall be deemed to be a reference to any successor to any such section. “Continuing Disclosure Agreement” means any Continuing Disclosure Agreement relating to any Series of Bonds.
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“Convertible Capital Appreciation Indebtedness” means any Bonds and Parity Obligations as to which interest accruing is not paid prior to the expiration of the speci fied Accretion Period and, prior thereto, is compounded periodically on certain designated dates. “Costs of Issuance” means, with respect to each Series of Bonds, all items of expense directly or indirectly payable by or reimbursable to the City and reasonably related to the authorization, issuance, sale and delivery of each Series of Bonds , including but not limited to adver tising and printing costs, costs of preparation and reproduction of documents, legal fees and charges, fees and disbursements of consultants and professionals, rating agency fees, fees and char ges for preparation, execution, transportation and safekeeping of each Series of Bonds and any other cost , charge or fee in connection with the original issuance of each Series of Bonds.
“Current Interest Indebtedness” means the Bonds and Parity Oblig ations on which interest is paid at least annually.
“Debt Service” means the amount of principal and interest becoming due and payable on all Bonds and Parity Obligations; provided, however, that for the purposes of computing Debt Service:
(a) Excluded Principal Payments shall be excluded from such calculation and Assumed Debt Service shall be included in such calculation; (b) if the Bonds or Parity Obligations are Variable Rate Indebtedness, the interest rate thereon for periods when the actual interest rate cannot yet be determined shall be assumed to be equal to the rate that is ninety percent (90%) of the average RBI during the twelve (12) calendar month period immediately preceding the date in which the calculation is made (the “assumed RBI- based rate”);
(c) principal and interest payments on Bonds and Parity Obligations shall be excluded to the extent such payments are to be paid fro m amounts on deposit with the Trustee or another fiduciary in escrow specifically therefor and to the extent that such interest payments are to be paid from the proceeds of Bonds or Parity Obligations held by the Trustee or another fiduciary as capitalized interest;
(d) in determining the principal amount, paym ent shall (unless a different subsection of this definition applies for purposes of determ ining principal maturities or amortization) be assumed to be made in accordance with any am ortization schedule established for such debt, including any mandatory sinking account payments or any scheduled redemption or payment of Bonds or Parity Obligations constituting Capital Appreciation Indebtedness or Convertible Capital Appreciation Indebtedness at or prior to the ex piration of the Accretion Period on the basis of Accreted Value, and for such purpose, the redemption payment or payment of Accreted Value shall be deemed a principal payment and interest that is compounded and paid as Accreted Value shall be deemed due on the scheduled redemption or payment date of such Capital Appreciation Indebtedness or Convertible Capital Appreciation I ndebtedness at or prior to the expiration of the Accretion Period;
(e) if any interest rate swap agreement is in effect with respect to, and is payable on a parity with, the Bonds or Parity Obligations to which it relates, no amounts payable under such interest rate swap agreement shall be included in the calculation of Debt Service unless the sum of (i) interest payable on such Bonds or Parity Obligations, plus (ii) amounts payable by the City under such interest rate swap agreement, less (iii) amounts receivable by the City under such interest rate swap agreement are greater than the interest payable on the Bonds or Parity Obligations to which 312 of 394

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it relates, then, in such instance, the amount of su ch payments to be made that exceed the interest to be paid on the Bonds or Parity Obligations shall be included in such calculation. For such purposes, the variable amount under any such interest rate swap agreement shall be assumed to be equal to the assumed RBI-based rate; and
(f) if any Bonds or Parity Obligations include an option or an obligation to tender all or a portion of such Bonds or Parity Obligations to the City, the Trustee or another fiduciary or agent and require that such Bonds or Parity Obligations or portion thereof be purchased if properly presented, then for purposes of determining the am ounts of principal and interest due, the options or obligations to tender shall be treated as a principal maturity occurring on the first date on which holders or owners thereof may or are required to tender, except that any such option or obligation to tender shall be ignored and not treated as a principal maturity, if (1) such Bonds or Parity Obligations are rated in one of the two highest long-term Rating Categories by Fitch and Standard & Poor’s or such Bonds or Parity Obligations are rated in the highest short-term, note or commercial paper Rating Categories by Fitch and Standard & Poor’s and (2) funds for the purchase price are to be provided by a letter of credit or standby bond purchase agreement and the obligation of the City with respect to the provider of such letter of credit or standby bond purchase agreement, other than its obligations on such Bonds or Pa rity Obligations, shall be subordinated to the obligation of the City on the Bonds and Parity Obligations. “Department” means Glendale Water and Power.
“Electric System” means the entire system and facilities of the City for the development, transmission and distribution of electric energy and power for light, heat and power purposes and for the providing of any other services and/or products that may be lawfully provided by such system and facilities, as said system and facilities now exist and including all additions, extensions and improvements later constructed or acquired.
“Electric Works Revenue Fund” means the electric works revenue fund authorized by Section 20 of Article XI of the Charter, the moneys in which are derived from, among other things, (i) the payment for electrical energy generated by the power division of the Department and any service rendered in connection therewith; (ii) the sale, lease or other disposition of any property acquired with funds or property of the Electric System; and (iii) any special taxes at any time authorized for the purpose of the Electric System. “Event of Default” means any of the events specified in Section 6.01 of the Indenture of Trust. “Excluded Principal Payments” means each payment of principal (or the principal component of lease or installment purchase payments) of Bonds or Parity Obligations which the City determines on a date not later than the date of issuance thereof that the City intends to pay with moneys which are not Gross Revenues or Net Income but from the proceeds of future debt obligations of the City and the Trustee may rely conclusively on such determination of the City.
“Federal Securities” means (i) direct obligations of th e United States of America (including obligations held or issued in book-entry form on the books of the Department of the Treasury of the United States of America and “CATS” and “TIGRS”) or (ii) obligations the timely payment of the principal of and interest on which are fully and unconditionally guaranteed by the United States of America. “Fiscal Year” means any twelve (12) consecutive calendar months commencing with the first day of July and ending on the last day of the following J une or such other twelve-month period as the City Council may designate.
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“Fitch” means Fitch IBCA, Inc., a corporation duly organized and existing under and by virtue of the laws of the State of Delaware, and its successors and assigns, except that if such a corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term “Fitch” shall be deemed to refer to any other nationally recognized securities rating agency selected by the City.
“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, income and receipts received by the Departme nt 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 complia nce with the rate covenant in th e Indenture of Trust, 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 Expe nses and/or Debt Service on the Bonds and/or any Parity Obligations then outstanding, but excepting th erefrom (a) all refundable charges and deposits to secure 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 a ny Parity Obligations then outstanding, the payments of which obligations shall be applied solely to or pl edged 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 powe rs agency to the extent such “stranded costs” are attributable to, or the responsibility of, the City. Amounts, if any, on deposit in the City’s Stranded Investment Account shall be available (in accordance with the City’s Resolution No. 03-156, adopted on July 22, 2003) for the pur pose of paying, among other things, Maintenance and Operating Expenses to at least the extent necessary to comply with Section 5.03 (relating to the rate covenant of the City) and, only fo r purposes of determining complian ce with such Section 5.03, shall constitute “Gross Revenues” under the Indenture of Trust to the extent of any moneys therein available to pay Maintenance and Operating Expenses. See “Covenants – Rates and Charges.” “Indenture of Trust” or “Indenture” means the Indenture of Trust, dated as of February 1, 2000, by and between the Trustee and the City, as origin ally executed or as it may from time to time be supplemented or amended by any Supplemental Indenture of Trust delivered pursuant to the provisions of the Indenture of Trust.
“Investment Securities” means (i) any permissible investments of funds of the City as stated in its current investment policy and to the extent then permitted by law; (ii) a repurchase agreement with a state or nationally chartered bank or trust company or a national banking association or government bond dealer reporting to, trading with, and recognized as a primary dealer by the Federal Reserve Bank of New York, provided that the following conditions are satisfied:
(1) The agreement is secured by any direct oblig ations of the United States of America (including obligations issued or held in book entry form on the books of the United States Department of the Treasury) and obligations, the payment and principal of and interest on which are directly or indirectly guaranteed by the United States of America; (2) The underlying securities are required by the re purchase agreement to be held by a bank, trust company, or primary dealer having a comb ined capital and surplus of at least one hundred million dollars and which is independent of the issuer of the repurchase agreement; and 314 of 394

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(3) The underlying securities are maintained at a market value, as determined on a marked-to- market basis calculated at least weekly, of not less than 104 percent of the amount so invested; (iii) an investment agreement or guaranteed investme nt contract with, or guaranteed by, a financial institution the long-term unsecured obligations of wh ich are rated in the top two Rating Categories by Moody’s and S&P at the time of initial investment; (iv) shares in a common law trust established pursuant to Title 1, Division 7, Chapter 5 of the California Government Code, which trust is approved by the bond insurer or bond insurers then insuring any of the B onds or is rated in one of the two highest Rating Categories of each rating agency then rating the Bonds; (v) money market funds rated in the highest short- term Rating Category of at least one nationally-rec ognized rating agency, including funds for which the Trustee and its affiliates provide investment advisory or other management services; and (vi) the Master Repurchase Agreement, dated as of February 23, 2000 , between the City and Salomon Reinvestment Company Inc. If the City requests the Trustee to i nvest funds in investments permitted under clause “(i)” above, the City shall certify to the Trustee that such investments comply with such clause “(i)”. “Maintenance and Operating Expenses” means the amount require d 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 transmission of electric energy under long-term contracts or otherwise and th e expenses of conducting the power division of the Department, but excluding depreciation. “Mainten ance 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 commod ities 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 Section 5.04 relating to the additional Bonds covenant of the City) 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 Bonds a nd Parity Obligations (which fund or account shall include, but not be limited to, the Stranded Investment Account and a ny fund or account established by Intermountain Power Agency or Southern California Public Power Aut hority to pay “stranded costs”). “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.
“Moody’s” means Moody’s Investors Service, a corporation duly organized and existing under and by virtue of the laws of the State of Delaware , and its successors and assigns, except that if such corporation shall be dissolved or liquidated or sha ll no longer perform the functions of a securities rating agency, then the term “Moody’s” sh all be deemed to refer to any other nationally recognized securities rating agency selected by the City.
“Net Income” means the amount of the Gross Revenu es less the Maintenance and Operating Expenses.
“Opinion of Bond Counsel” means a written opinion of counsel of recognized national standing in the field of law relating to municipal bonds, appoi nted and paid by the City and satisfactory to and approved by the Trustee (who shall be under no liability by reason of such approval). “Outstanding,” when used as of any particular time w ith reference to the Bonds means all the Bonds issued and delivered by the City under the Indenture of Trust except:
(a) Bonds cancelled or surrendered for cancellation;
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(b) Bonds for the payment or redemption of which money or securities in the necessary amount shall have been deposited in trust (whether at or prior to the maturity or Redemption Date of such Bonds); provided that if such Bonds are to be redeemed prior to the maturity thereto, notice of such redemption shall have been given in the proper manner; and (c) Bonds in lieu of, or in substitution for whic h, other Bonds shall have been issued and delivered by the City pursuant to the Indenture of Trust. “Owner” or “Bond Owner” or “Bondowner,” whenever used in the Indenture of Trust with respect to a Bond, means the person in whose name such Bond is registered. “Parity Obligations” means any revenue bonds, revenue notes or other similar evidences of indebtedness heretofore or hereafter issued, or a ny interest rate swap ag reement incurred, for the acquisition, construction and financing or refinancing of additions to, and extensions and improvements of, the Electric System, payable out of the revenues derived therefrom by the Department and which, pursuant to their terms and in accordance with the Indenture of Trust and any Supplemental Indenture of Trust, rank on a parity with the Bonds.
“Parity Reserve Fund” means the City of Glendale Electric System Parity Reserve Fund referred to in Section 4.02 of the Indenture of Trust.
“Rating Category” means (i) with respect to any long-term rating category, all ratings designated by a particular letter or combination of letters, without regard to any numerical modifier, plus or minus sign or other modifier and (ii) with respect to any short- term or commercial paper rating category, all ratings designated by a particular letter or combination of letters and taking into account any numerical modifier, but not any plus or minus sign or other modifier.
“RBI” means the Bond Buyer Revenue Bond Index or comparable index of long-term municipal obligations chosen by the City, and, if no comparable index can be obtained, eighty percent (80%) of the interest rate on actively traded thirty (30) year United States Treasury obligations. “Rebate Fund” means that fund established under the Indenture of Trust. “Record Date” means the close of business on the fi fteenth day of the month immediately preceding an Interest Payment Date or such other date designated as the Record Date pursuant to a Supplemental Indenture.
“Redemption Date” means any date on which Bonds are to be presented for redemption. “Redemption Price” means, with respect to any Bond (o r portion thereof) the Bond Obligation thereof (or portion thereof) plus the applicable premium, if any, payable upon redemption thereof pursuant to the provisions of such Bond and the Indenture of Trust. “Reserve Fund Requirement” means, 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 Code, (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 316 of 394

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(50%) of such least amount may be held in any unres tricted fund or account of the Electric System that is not pledged to secure the payment of the Bonds and a ny Parity Obligations (including, but not limited to, the Stranded Investment Account); 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” 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 instituti on if the obligations issued by such bank or other institution have ratings at the time of issuance of su ch letter of credit equal to “Aa” or higher assigned by Moody’s or “AA” or higher assigned by Standard & Poor’s. “Series,” whenever used in the Indenture of Trust w ith respect to Bonds, means all of the Bonds designated as being of the same series, authenticated and delivered in a simultaneous transaction, regardless of variations in maturity, interest rate, rede mption and other provisions, and any Bonds thereafter authenticated and delivered upon transfer or exchange or in lieu of or in substitution for (but not to refund) such Bonds as provided in the Indenture of Trust.
“Standard & Poor’s” means Standard & Poor’s, a corporation duly organized and existing under and by virtue of the laws of the State of New York , and its successors and assigns, except that if such corporation shall be dissolved or liquidated or sha ll no longer perform the functions of a securities rating agency, then the term “Standard & Poor’s” shall be deemed to refer to any other nationally recognized securities rating agency selected by the City.
“State” means the State of California.
“Stranded Investment Account” means any or all of the following funds or accounts to the extent any moneys therein are available to pay Maintenance and Operating Expenses, each such fund or account having been opened pursuant to the City’s Resolution No. 03-156, adopted on July 22, 2003: the Operating Reserve; the Reserve for Contingency; the Rate Stabilization Fund; and the Reserve for Capital Improvement. The funds and accounts constituting the Stranded Investment Account are not funds and accounts established by the Indenture of Trust, and mone ys, if any, held therein are not pledged to the payment of principal of or interest on the Bonds.
“Supplemental Indenture of Trust” means any agreement hereafter duly executed and delivered, supplementing, modifying or amending the Indenture of Trust, but only if and to the extent that such Supplemental Indenture of Trust is specifically authorized under the Indenture of Trust. “Tax Certificate” means the Tax Certificate concerning certain matters pertaining to the use and investment of proceeds of a Series of Bonds executed and delivered by the City on the date of initial delivery of such Series of Bonds, including any and all exhibits attached thereto. “Trustee” means The Bank of New York Mellon Trust Company, N.A., acting as successor Trustee under the Indenture of Trust, or its successor, as Trustee as provided in the Indenture of Trust. “Variable Rate Indebtedness” means any indebtedness the interest rate on which is not fixed at the time of incurrence of such indebtedness, and has not at some subsequent date been fixed, at a single numerical rate for the entire remaining term of the indebtedness. 317 of 394

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Pledge of Net Income; Electric Works Revenue Fund
The Bonds shall not constitute an indebtedness of the City, but shall constitute obligations that shall be payable as to both principal and interest, and an y premium upon redemption th ereof prior to maturity, exclusively from the Electric Works Revenue Fund and such other funds as provided in the Indenture of Trust or in any Supplemental Indenture of Trust; provided, however, that this shall not preclude the payment thereof from the proceeds of bonds issued to refund the Bonds, nor preclude the use of any sum received as premium or accrued interest on the sale of the Bonds to pay principal and interest thereof, nor payment from certain other funds or moneys to the extent prov ided in Subdivision 4 of Section 4 of Article XXVI of the Charter.

All Net Income is pledged to secure the payment of the principal of and redemption premium, if any, and interest on the Bonds and any Parity Obliga tions in accordance with their terms, subject only to the provisions of the Indenture of Trust permitting the application thereof for the purposes and on the terms and conditions set forth in the Indenture of Trust. Said pledge shall constitute a first lien on the Net Income and shall be valid and binding from and after delivery by the City of the Bonds or Parity Obligations, as applicable, without any physical delivery thereof or further act. Amounts on deposit in the Rebate Fund shall not be pledged to, or available for, the payment of the Bonds or any Parity Obligations.

Nothing in the Indenture of Trust shall restrict the issuance of additional bonds under Article XXVI of the Charter, subject to the limitations set forth in the Indenture of Trust, payable from the Electric Works Revenue Fund and ranking on a parity with or subordinate to the Bonds.

The general fund of the City is not liable for, and neither the full faith and credit nor the taxing power of the City is pledged to, the payment of the Bonds or Parity Obligations.

Application of Net Income
In order to carry out and effectuate the obligation of the City contained in the Indenture of Trust, the City agrees and covenants that all Gross Revenues received by it shall be deposited when and as received in the Electric Works Revenue Fund pursuant to Section 20 of Article XI of the Charter, and all money on deposit in the Electric Works Revenue Fund shall be applied and used only as provided in the Indenture of Trust and the Charter. The City shall pay all Maintenance and Operating Expenses (including amounts reasonably required to be set aside in contingency reserves for Maintenance and Operating Expenses the payment of which is not then immediately required) from the Electric Works Revenue Fund as they become due and payable, and remaining money on deposit in th e Electric Works Revenue Fund shall be set aside and deposited by the City at the following times in the following order of priority:
(1) Parity Obligation Payment Fund; Deposits. On or before the third Business Day before each date on which interest or principal b ecomes due and payable (whether at maturity or prior redemption or otherwise) on the Bonds or an y Parity Obligation, the City shall, from the money in the Electric Works Revenue Fund, deposit in the City of Glendale Electric System Parity Obligation Payment Fund, which fund is established by the Indenture of Trust pursuant to Section 3 of Article XXVI of the Charter and which fund shall be held by the Trustee separate and apart from other moneys of the City so long as any Bonds or Parity Obligations remain unpaid, a sum equal to the amount of interest and principal beco ming due and payable under all Bonds and Parity Obligations on such due date, except that no such deposit need be made if the Trustee then holds money in the Parity Obligation Payment Fund at least equal to the amount of interest and principal (including mandatory sinking account payments) becoming due and payable on all Bonds or Parity Obligations on the next succeeding date on which interest or principal becomes due and payable on the Bonds or any Parity Obligation. Moneys on deposit in the Parity Obligation Payment Fund 318 of 394

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shall be transferred by the Trustee to make and satisfy the payments due on the next applicable date on which interest or principal (including manda tory sinking account payments) becomes due and payable on the Bonds or any Parity Obligation.
(2) Parity Reserve Fund; Deposits. On or before the third Business Day before each date on which interest or principal becomes due and payable on the Bonds or any Parity Obligation, the City shall, from the remaining money on de posit in the Electric Works Revenue Fund after deposits and transfers pursuant to paragraph (1) a bove, deposit in the Parity Reserve Fund, which fund is established by the Indenture of Trust pursuan t to Section 3 of Article XXVI of the Charter and shall be maintained by the City (and held by the Trustee) so long as any Bonds are Outstanding, that sum, if any, necessary to restore the Parity Reserve Fund, after taking into consideration any moneys on deposit in any unrestricted fund or account of the Electric System as permitted in the definition of “Reserve Fund Requirement,” to an amount equal to the Reserve Fund Requirement. (3) Rebate Fund; Deposits. The City shall, from the remaining money on deposit in the Electric Works Revenue Fund after deposits and transfers pursuant to paragraphs (1) and (2) above, deposit in the Rebate Fund, which fund is to be established pursuant to the Indenture of Trust and shall be maintained by the City, that su m, if any, necessary to fund the Rebate Fund to the amount required by the Indenture of Trust and the applicable Tax Certificate.

After making the deposits and transfers required to be made above, 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, payment of amounts sufficient to meet normal de preciation of the Electric System (as provided in Section 17 of Article XI of the Charter), the redemption of Bonds or Parity Obligations upon the terms and conditions set forth in the Supplemental Indenture of Tr ust 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, the payment of any subordinate obligations in accordance with the instruments authorizing such subordinate obligations, and transfers to the City’s general reserve fund of the general fund as provided in Section 22 of Article XI of the Charter; provide d, however, that any such remaining Gross Revenues shall be transferred to the Public Service Surplus F und established pursuant to Section 22 of Article XI of the Charter if and to the extent required by the Charter.

If on the last Business Day before each day on which interest or principal becomes due and payable (whether at maturity or prior redemption or otherwise) on Bonds or any Parity Obligations, the amounts on deposit in the Parity Obligation Payment Fund are insu fficient to make any required payment to be made from the Parity Obligation Payment Fund, the Trustee shall immediately notify the City, by telephone or facsimile transmission, of such deficiency. The C ity hereby covenants and agrees, to the extent allowed by law, to transfer immediately to the Trustee, from any available remaining moneys transferred to the City (pursuant to the preceding paragraph) in its possession, the amount of such deficiency on the Business Day on which such interest or principal is due (whether at maturity or prior redemption or otherwise).

Parity Reserve Fund
The City agrees and covenants to maintain the Parity Reserve Fund in an amount equal to the Reserve Fund Requirement, less any m oneys on deposit in an unrestricte d fund or account of the Electric System as permitted in the definition of “Reserve Fund Requirement,” so long as any Bond or Parity Obligation to be secured by the Parity Reserve Fund remains outstanding under the Indenture of Trust. The Parity Reserve Fund and any amount on deposit therein shall be held by the Trustee. Amounts on deposit in the Parity Reserve Fund are pledged to the payment of the Bonds and any Parity Obligations secured by 319 of 394

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the Parity Reserve Fund (and only those Bonds and Parity Obligations secured by the Parity Reserve Fund) and shall be applied only for such purposes as permitted in the Indenture of Trust. Moneys on deposit in the Parity Reserve Fund shall be transferred by the Tr ustee to the Parity Obligation Payment Fund to pay principal of and interest on the Bonds and Parity Obligations secured by the Parity Reserve Fund in the event amounts on deposit therein are insufficient for such purposes. If and to the extent that the Parity Reserve Fund has been funded with a combination of cash and one or more surety bonds, insurance policies or letters of credit as permitted pursuant to the defi nition of “Reserve Fund Requirement” in the Indenture of Trust, all cash, including moneys on deposit in an y unrestricted fund or account of the Electric System as permitted, and to the extent provided for, in the definition of “Reserve Fund Requirement,” shall be used (including any Investment Securities purchased with such cash, which shall be liquidated and the proceeds thereof applied as required under the Indenture of Tr ust), prior to any drawing under a surety bond, insurance policy or letter of credit, and repayment of any amounts owing to any provider of such surety bond, insurance policy or letter of credit shall be made in accordance with the te rms thereof prior to any replenishment of any such cash amounts. After first applying all such cash and Investment Securities to pay principal of and interest on the Bonds and Parity Obligations secured by the Parity Reserve Fund when required by the Indenture of Trust, the City or the Trus tee, as applicable, shall, on a pro rata basis with respect to the portion of the Parity Reserve Fund held in the form of surety bonds, insurance policies and letters of credit (calculated by reference to the maximum amounts of such surety bonds, insurance policies and letters of credit), draw under each surety bond, insu rance policy or letter of credit issued with respect to the Parity Reserve Fund, in a timely manner and pur suant to the terms of such surety bond, insurance policy or letter of credit to the extent necessary in or der to obtain sufficient funds on or prior to the date such funds are needed to pay the Bonds and Parity Obligations secured by the Parity Reserve Fund when due. Notwithstanding the immediately preceding tw o sentences, if the following of the procedures described in such two sentences would cause one or more Series of Bonds or Parity Obligations secured by the Parity Reserve Fund to benefit other than proportionately with respect to the cash and any surety bonds, insurance policies or letters of credit described in such two sentences, then the Trustee shall instead follow a procedure that will provide proportionate benefits to each Series of Bonds and Parity Obligations secured by the Parity Reserve Fund. All amounts due and owing any provider of any such surety bond, insurance policy or letter of credit shall be paid in accordance therewith prior to any discharge of the Indenture of Trust pursuant to the terms thereof. Amounts on deposit in the Parity Reserve Fund in excess of the Reserve Fund Requirement shall be withdrawn from the Parity Reserve Fund and transferred to the Electric Works Revenue Fund.

Investments of Moneys in Funds and Accounts
All moneys in any of the funds and accounts held by the City or the Trustee and established pursuant to the Indenture of Trust shall be invested solely in Investment Secu rities. Unless otherwise provided in the Indenture of Trust or in a Supplemental Indenture of Trust with respect to any fund or account created pursuant to that Supplemental Indenture of Trust, Investment Securities purchased as an investment of moneys in any fund or account created under the provisions of the Indenture of Trust shall be deemed at all times to be a part of such fund or account and any prof it realized from the liquidation of such investment and any income or interest received on account of su ch investment shall be credited to, and any loss resulting from the liquidation of such investment shall be charged to, such fund or account.

Notwithstanding anything to the contrary contained in th is paragraph, an amount of interest received with respect to any Investment Security equal to the amount of accrued interest, if any, paid as part of the purchase price of such Investment Security shall be credited to the fund or account from which such accrued interest was paid.

In computing the amount in any fund or account created under the provisions of the Indenture of Trust or a Supplemental Indenture of Trust for a ny purpose provided in the Indenture of Trust or a Supplemental Indenture of Trust, Investment Securities purchased as an investment of moneys therein shall 320 of 394

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be valued no less frequently than annually at the am ortized cost of such obligations (including accrued interest), except that Investment Securities purchased as an investment of moneys in the Parity Reserve Fund shall be valued at the market value thereof. Investment Secu rities purchased as an investment of moneys in the Parity Reserve Fund may not have maturities extending beyond five (5) years.

Except as otherwise provided in the Indenture of Tr ust or a Supplemental Indenture of Trust, the City shall sell at the best price obtainable or present for prepayment or transfer as provided in the next sentence any obligation so purchased as an investment whenever it shall be requested in writing by an Authorized City Representative to do so or whenever it shall be necessary in order to provide moneys to meet any payment or transfer from any account held by it. In lieu of such sale or presentment for prepayment, the City may, in making the payment or transfer from any account mentioned in the preceding sentence, transfer such investment obligations or interest appertaining thereto if such investment obligations shall mature or be collectable at or prior to the time the proceeds thereof shall be needed and such transfer of investment obligations may be made in book-entr y form. The City and the Trustee (except for the Trustee’s own gross negligence or willful misconduct) shall not be liable or responsible for making any such investment in the manner provided above or for any loss resulting from any such investment.

Covenants
Pursuant to the Indenture of Trust, the City has covenanted as follows:

Operation of Electric System; Insurance . The City covenants and agrees to operate the Electric System in an efficient and economical manner and to operate, maintain and preserve the Electric System in good repair and working order. Subject in each case to the condition that insurance is obtainable at rates deemed reasonable by the City and upon terms and conditions deemed reasonable by the City, the City shall procure and maintain at all times: (i) insurance on the Electric System against such risks as and in such amounts as the City deems prudent taking into account insurance coverage for similar utilities, and (ii) public liability insurance, including self-insurance, as appropriate, in such amounts as the City deems appropriate.

Electric Works Revenue Fund. All Gross Revenues shall be credited to the Electric Works Revenue Fund. Disbursements shall be made from said Fund for the payment of the Maintenance and Operating Expenses of conducting the Electric System prior to th e payment of principal or interest (including premiums, if any, upon redemption) for any revenue bonds (including the Bonds and the Parity Obligations) issued under Article XXVI of the Charter. After any tr ansfers required to be made in any Fiscal Year for the payment of principal or interest (including prem iums, if any, upon redemption and including transfers to the Parity Reserve Fund) of revenue bonds (including the Bonds and the Parity Obligations) and for the payment of any other amounts payable from the Electric Works Revenue Fund have been made, moneys in said Fund shall be transferred to the City free and clear of the Indenture of Trust.

Rates and Charges. The rates to be charged for services furnished by the Electric System shall be fixed so as to provide Gross Revenues for each Fiscal Y ear at least sufficient to pay, as the same become due, the principal of and interest on the Bonds and the Parity Obligations for such Fiscal Year and all other obligations and indebtedness payable from the Elect ric 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 or any Parity Obligations, which amounts are payable from the Electric Works Revenue Fund) or from any fund derived ther efrom, and also the Maintenance and Operating Expenses for such Fiscal Year, and shall be so fixed th at 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 Parity Obligations for such Fiscal Year.
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The City shall have in effect at all times rules and regulations requiring each consumer or customer located on any premises connected with the Electric System to pay the ra tes and charges applicable to the Electric System provided to such premises and providi ng for the billing thereof and for a due date and a delinquency date for each bill. The City shall not pe rmit any part of the Electric System or any facility thereof to be used or taken advantage of free of charge by any corporation, firm or person, or by any public agency (including the United States of America, th e State of California and any city, county, district, political subdivision, public corporation or agency of any thereof). Nothing in the Indenture of Trust shall prevent the City, in its sole and exclusive discretion, from permitting other parties to sell electricity to retail customers within the service area of the Electric System; provided, however, that permitting such sales shall not relieve the City of its obligations under the Indenture of Trust.

Additional Bonds . 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 parity with th e Bonds and any Parity Obligations (collectively referred to in this provision 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, sh all have amounted to at least one hundred ten percent (110%) of the aggregate of the (i) amount of interest to accrue and (ii) payments of principal required to be made in the Fiscal Year ending thereafter in which such aggregate shall 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; or (2) the projected Net Income during the first complete Fiscal Year following issuance of such parity indebtedness when the improvement s to the Electric System financed with the proceeds of the parity indebtedness shall be in opera tion, plus, at the option of the City, any or all of the items designated as (a) and (b) below, shall amount to at least one hundred ten percent (110%) of the aggregate of the (i) amount of interest to accrue and (ii) payments of principal required to be made in the Fiscal Year ending thereafter in which such aggregate shall be the greatest on all Bonds and such Parity Obligations to be Outstanding i mmediately 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 su ch Net Income for the purpose of meeting either of the requirements set forth in paragraphs (1) or (2) above are the following:
(a) An allowance for any increase in Net In come (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.
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(b) An allowance for earnings arising from a ny increase in the charges made for the use of the Electric System which has become effe ctive prior to the incurring of such additional parity indebtedness but which, dur ing all or any part of such Fi scal 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 shall limit the ability of the City to issue or incur obligations that are junior and subordinate in paymen t 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 requirem ents, 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, if any, inter est and reserve fund requirements for the Bonds and all Parity Obligations, as the same become due and payabl e and at the times and in the manner as required in the Indenture of Trust or any documents providing for the issuance or incurrence of Parity Obligations and (ii) transfer to the Rebate Fund at the times and in the manner as required by the Indenture of Trust.

Against Encumbrances. No bonds shall be issued pursuant to Article XXVI of the Charter, or under any other provisions of the Charter, or under any law of the State of California, having any priority in payment of principal or interest out of the Gross Revenues over the Bonds authorized by the Indenture of Trust to be issued and payable out of said Gross Re venues. The City shall not create any pledge, lien or charge upon any of the Net Income having priority ove r the lien of the Bonds; provided, however, that nothing in the Indenture of Trust shall be construe d to limit the ability of the City to issue or incur obligations secured by charges, not constituting Net Income, collected by any person to amortize or otherwise relating to the payment of the “stranded co sts” of the Electric System or of any joint powers agency in which the City participates which the City has dedicated to the payment of obligations other than the Bonds, the payments of which charges shall be app lied to or pledged to or otherwise set aside for the reduction or retirement of outstanding obligations of the City or any joint powers agency in which the City participates relating to such “stranded costs” of the City or of any such joint powe rs agency to the extent such “stranded costs” are attributable to, or the responsibility of, the City.

The City covenants that in order to fully preserve and protect the priority and security of the Bonds, the City shall pay from the Electric Works Revenue Fund and discharge all lawful claims for labor, materials and supplies furnished for or in connection with the Electric System which, if unpaid, may become a lien or charge upon the revenues prior or superior to the lien of the Bonds and impair the security of the Bonds.

The City shall also pay from the Electric Work s Revenue Fund all taxes and assessments or other governmental charges lawfully levied or assessed upon or in respect of the Electric System or upon any part thereof or upon any of the revenues therefrom.

Sale of Electric System. The Electric System shall not be sold or leased or otherwise disposed of as a whole, or substantially as a whole, unless such sal e, lease or other disposition be so arranged as to provide for a continuance of payments into the Electric Works Revenue Fund sufficient in amount to permit payment therefrom of the principal of and interest on, and premiums, if any, due upon the maturity or redemption of, all Bonds and Parity Obligations (inc luding, if applicable, the imposition of any charges collected by any person to amortize or otherwise relating to the payment of “stranded costs” of the Electric System or of any joint powers agency in which the C ity participates which the City has dedicated to the payment of the Bonds the imposition of which shall amortize the payment in full of such Outstanding Bonds through the maturity thereof) payable out of the El ectric Works Revenue Fund, or to provide for such payments into some other fund charged with such payments. None of the works, plant, properties, facilities 323 of 394

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or other part of the Electric System or any real or personal property comprising a part of the Electric System shall be sold, leased or otherwise disposed of if such sale, lease or disposition would cause the City to be unable to satisfy the requirements of the Indenture of Trust.

Accounting Records. The City shall cause the books and accounts of the power division of the Department to be audited annually by an independent certified public accountant or firm of certified public accountants and shall make available for inspection by th e Owners, at the office of the City Clerk and at the Department of Finance and Administrative Services of the City, a copy of the report of such accountants and shall also furnish a copy thereof upon request to any Owner.

Tax Covenants. The City covenants with the Owners of the Bonds that, notwithstanding any other provisions of the Indenture of Trust, it shall not take any action, or fail to take any action, if any such action or failure to take action would adversely affect the exclusion from gross income of interest on the Bonds under Section 103 of the Code. The City shall not, directly or indirectly, use or permit the use of proceeds of the Bonds or any of the property financed or re financed with proceeds of the Bonds, or any portion thereof, by any person other than a governmental unit (as such term is used in Section 141 of the Code), in such manner or to such extent as would result in the loss of exclusion from gross income for federal income tax purposes of interest on the Bonds.

The City shall not take any action, or fail to take any action, if any such action or failure to take action would cause the Bonds to be “private activity bonds” within the meaning of Section 141 of the Code, and in furtherance thereof, shall not make any use of the proceeds of the Bonds or any of the property financed or refinanced with proceeds of the Bonds, or any portion thereof, or any other funds of the City, that would cause the Bonds to be “private activity bond s” within the meaning of Section 141 of the Code.

To that end, so long as any Bonds are Outstanding, th e City, with respect to su ch proceeds and property and such other funds, shall comply with applicable requirements of the Code and all regulations of the United States Department of the Treasury issued there under, to the extent such requirements are, at the time, applicable and in effect. The City shall fo llow reasonable procedures necessary to ensure continued compliance with Section 141 of the Code and the c ontinued qualification of the Bonds as “governmental bonds.”
The City shall not, directly or indirectly, use or permit the use of any proceeds of any Bonds, or of any property financed or refinanced thereby, or other funds of the City, or take or omit to take any action, that would cause the Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code. To that end, the City shall comply with all requirements of Section 148 of the Code and all regulations of the United States Department of the Treasury issued thereunder to the extent such requirements are, at the time, in effect and applicable to the Bonds.

The City shall not make any use of the proceeds of the Bonds or any other funds of the City, or take or omit to take any other action, that would cause the Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Code.

In furtherance of the foregoing tax covenants, the City covenants that with respect to a particular Series of Bonds, it shall comply with any additional tax covenants contained in the Supplemental Indenture of Trust relating to that Series of Bonds and shall comply with the provisions of the Tax Certificates, which Tax Certificates are incorporated in the Indenture of Tr ust as if fully set forth in the Indenture of Trust.

These covenants shall survive payment in full or defeasance of the Bonds.

The City shall establish and maintain, so long as any Bonds remain Outstanding, a fund separate from any other fund established and maintained under th e Indenture of Trust designated as the “City of Glendale Electric Revenue Bonds Rebate Fund.” All amounts at any time on deposit in the Rebate Fund 324 of 394

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shall be held by the City to the extent required to sat isfy the requirement to rebate the amount required to be rebated to the United States pursuant to Section 1 48 of the Code and the ta x regulations promulgated thereunder. Such amounts shall be free and clear of any lien under the Indenture of Trust (and shall not be pledged to, or available for, the payment of the B onds and any Parity Obligatio ns) and shall be governed by the Indenture of Trust and by the Tax Certificates.

Further Assurances. The City shall make, execute and deliver any and all such instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of the Indenture of Trust and for the be tter assuring and confirming unto the Owners of the Bonds of the rights and benefits provided in the Indenture of Trust.

Continuing Disclosure Agreement. The City shall comply with and carry out all of its obligations under any Continuing Disclosure Agreement executed in connection with a Series of Bonds. Upon the failure of the City to comply with the Continuing Disclosure Agreement relating to any Series of Bonds, the Trustee may (and, at the request of any Partic ipating Underwriter (as defined in the respective Continuing Disclosure Agreement) or the Owners of at least 25% in aggregate Bond Obligation of the related Series of Bonds, shall upon being indemnified to its satisfaction) or any Owner or Beneficial Owner may, take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comp ly with its obligations under this covenant. For purposes of this covenant, “Beneficial Owner” shall have the meaning prescribed thereto in the respective Continuing Disclosure Agreement relating to such Series of Bonds.

Events of Default; Remedies
Events of Default. The following events shall be Events of Default under the Indenture of Trust:
(a) Default by the City in the due and punctual payment of the principal of or premium, if any, on any Bond or Parity Obligation (whether at maturity, by acceleration, call for redemption or otherwise); (b) Default by the City in the due and punctual pa yment of the interest on any Bond or Parity Obligation;
(c) Failure of the City to observe and perform any of its other covenants, conditions or agreements under the Indenture of Trust or in the Bonds for a pe riod of 90 days after written notice from the Owners of 25% in aggregate Bond Obligation of Bonds then Outstanding, specifying such failure and requesting that it be remedied, or in the case of any such defaul t that cannot with due diligence be cured within such 90 day period, failure of the City to proceed promptly to cure the default with due diligence; (d) (1) Failure of the City generally to pay its debts as the same become due, (2) commencement by the City of a voluntary case under the Federal bankrupt cy laws, as now or hereafter constituted, or any other applicable Federal or state bankruptcy, insolvency or other similar law, (3) consent by the City to the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar official for the City, the Electric System or any substantial part of the City’s property, or to the taking possession by any such official of the Electric System or any substantial part of the City’s property, (4) making by the City of any assignment for the benefit of creditors, or (5) taking of corporat e action by the City in furtherance of any of the foregoing;
(e) The entry of any (1) decree or order for relief by a court having jurisdiction over the City or its property in an involuntary case under the Federal bankrupt cy laws, as now or hereafter constituted, or any other applicable Federal or state bankruptcy, insolvency or other similar law, (2) appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator or similar official for the City, the Electric System or 325 of 394

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any substantial part of the City’s property, or (3) order for the termination or liquidation of the City of its affairs; or
(f) Failure of the City within 90 days after the commencement of any proceedings against it under the Federal bankruptcy laws or any other applicable Federal or state bankruptcy, insolvency or similar law, to have such proceedings dismissed or stayed.

The provisions of paragraph (c) above are subject to the limitation that if by reason of force majeure the City is unable in whole or in part to observe and perform any of its covenants, conditions or agreements under the Indenture of Trust, the City shall not be deemed in default during the continuance of such disability. The term “force majeure” as used in the Indenture of Trust shall include without limitation acts of God; strikes, lockouts or other industrial disturban ces; acts of public enemies; orders of any kind of the government of the United States of America or of the State of California or any of their departments, agencies, political subdivisions or officials, or any civil or military authority; insurrections; riots; epidemics; landslides; lightning; earthquakes; fires; hurricanes; st orms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions; breakage or accident to machinery, transmission or distribution lines; partial or entire failure of utiliti es; or any other cause or event not reasonably within the control of the City. The City shall, however, remedy with all reasonable dispatch the cause or causes preventing it from carrying out its agreements, provided that the settlement of strikes, lockouts and other industrial disturbances shall be entirely within the discretion of the City, and the City shall not be required to make settlement of strikes, lockouts and other industrial disturbances by acceding to the demands of the opposing party or parties when such course is in the judgment of the City unfavorable to it.

Bond Owners’ Committee . If an Event of Default shall have occurred and be continuing, the Owners of 25% in aggregate Bond Obligation of Bonds then Outstanding may call a meeting of the Bond Owners for the purpose of electing a bondowners’ co mmittee (a “Bond Owners’ Committee”). At such meeting the Owners of not less than a majority in aggregate Bond Obligation of Bonds then Outstanding must be present in person or by proxy in order to constitute a quorum for the transaction of business, less than a quorum, however, having power to adjourn fro m time to time without any other notice than the announcement thereof at the meeting. A quorum bei ng present at such meeting, the Owners present in person or by proxy may, by a majority of the votes cast, elect one or more persons, who may or may not be Owners, to the Bond Owners’ Committee. The Owners present in person or by proxy at such meeting, or at any adjourned meeting thereof (i) shall prescribe the manner in which the successors of the persons elected to the Bond Owners’ Committee shall be elect ed or appointed, (ii) may prescribe rules and regulations governing the exercise by the Bond Owners ’ Committee of the power conferred upon it in the Indenture of Trust, and (iii) may provide for the termination of the existence of the Bond Owners’ Committee. The Bond Owners’ Committ ee is declared to be trustee fo r the Owners of all Bonds then Outstanding, and are empowered to exercise in the name of the Bond Owners’ Committee as trustee all the rights and powers conferred in the Indenture of Trust on any Owners; provided, however, that whenever any provision of the Indenture of Trust requires the c onsent, approval or concurrence of the Owners of a specified percentage of Bond Obligation of Bonds, in or der to exercise the right or power conferred in the Indenture of Trust on the Owners to which such pe rcentage obtains, the Bond Owners’ Committee either shall have been elected by or their election shall have been approved by or concurred in, and such Committee shall then represent, the Owners of such specified percentage of Bond Obligation of Bonds. A certificate of the election of the Bond Owners’ Co mmittee, including the names and addresses of its chairperson and other members, shall be filed with the City Clerk.

Acceleration. Upon the concurrence and continuation of an Event of Default specified in paragraphs (a), (b), (d), (e) or (f) above, the Bond Owners’ Committee or, if there is none, the Owners of 25% in aggregate Bond Obligation of Bonds then Outs tanding may, by written notice to the City, declare the entire unpaid principal of the Bonds due and payable and, thereupon, the entire unpaid principal of the 326 of 394

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Bonds shall forthwith become due and payable. Upon any such declaration the City shall forthwith pay to the Owners of the Bonds the entire unpaid principal of and accrued interest on the Bonds, but only from Net Income and other moneys specifically pledged for such purpose. If at any time after such a declaration and before the entry of a final judgment or decree in any suit, action or proceeding instituted on account of such default or before the completion of the enforcement of any other remedy under the Indenture of Trust, the principal of all Bonds and Parity Obligations that have matured or been called for redemption pursuant to any sinking fund provision and all arrears of interest have been paid and any other Events of Default which may have occurred have been remedied, then the Trustee may, by written notice to the City, rescind or annul such declaration and its consequences. No su ch rescission or annulment shall extend to or affect any subsequent default or impair any right consequent thereon.

Receiver. Upon the occurrence and continuation of an Event of Default for a period of 90 days, the Bond Owners’ Committee or, if there is none, the Owners of 25% in aggregate Bond Obligation of Bonds then Outstanding shall be entitled to the appointment of a receiver upon application to any court of competent jurisdiction in the State of California. Any receiver so appointed may enter and take possession of the Electric System, operate, maintain and repa ir same, to the extent permitted by law impose and prescribe rates, fees and other charges, and receive and apply all Gross Revenue thereafter arising therefrom in the same manner as the City itself might do. No bond shall be required of such receiver.

Other Remedies; Rights of Bond Owners . Upon the occurrence and continuation of an Event of Default the Owners may proceed to protect and enfo rce their rights by mandamus or other suit, action or proceeding at law or in equity, including an action for specific performance of any agreement contained in the Indenture of Trust.

No remedy conferred by the Indenture of Trust u pon or reserved to the Owners is intended to be exclusive of any other remedy, but each such remedy shall be cumulative and shall be in addition to any other remedy given to the Bond Owners under the Indenture of Trust or now or hereafter existing at law or in equity or by statute.

No delay or omission to exercise any right or power accruing upon any default or Event of Default shall impair any such right or power or shall be constr ued to be a waiver of any such default or Event of Default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient.

No waiver of any default or Event of Default by the Owners shall extend to or shall affect any subsequent default or Event of Default or shall impair any rights or remedies consequent thereon.

Unconditional Right to Receive Principal, Premium and Interest. Nothing in the Indenture of Trust shall affect or impair the right of any Owner to en force, by action at law, payment of the principal of, premium, if any, or interest on any Bond at and after the maturity thereof, or on the date fixed for redemption or upon the same being declared due prior to maturity as provided in the Indenture of Trust, or the obligation of the City to pay the principal of, premium, if any, and interest on each of the Bonds issued to the respective Owners thereof at the time and place, from the source and in the manner expressed in the Indenture of Trust and in the Bond.

The Trustee
Duties of Trustee Generally . The Trustee shall perform such duties and only such duties as are expressly and specifically set forth in the Indenture of Trust. 327 of 394

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Removal of Trustee . The City may upon 30 days prior writte n notice remove the Trustee at any time, and shall remove the Trustee if at any time re quested to do so by an instrument or concurrent instruments in writing signed by the Owners of not l ess than a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing) or if at any time the Trustee shall cease to be eligible in accordance with the Indenture of Trust, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of th e Trustee or its property shall be appointed, or any public officer shall take control or charge of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liqui dation, in each case by giving written notice of such removal to the Trustee and thereupon shall appoint a successor Trustee by an instrument in writing.

Resignation of Trustee . The Trustee may at any time resign by giving written notice of such resignation by first class mail, postage prepaid, to the City and to the Owners notice of such resignation at the respective addresses shown on the Registration Books. Upon receiving such notice of resignation, the City shall promptly appoint a successor Trustee by an instrument in writing. The Trustee shall not be relieved of its duties until such successor Trustee has accepted appointment.

Merger or Consolidation. Any bank corporation or trust comp any into which the Trustee may be merged or converted or with which it may be cons olidated or any bank corporation or trust company resulting from any merger, conversion or consolidation to which it shall be a party or any bank corporation or trust company to which the Trustee may sell or tran sfer all or substantially all of its corporate trust business, provided such bank corporation or trust compa ny shall be eligible under the Indenture of Trust, shall be the successor to such Trustee, without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding.

Liability of Trustee. The recitals of facts in the Indenture of Trust and in the Bonds shall be taken as statements of the City, and the Trustee shall not assume responsibility for the correctness of the same, or make any representations as to the validity or sufficiency of the Indenture of Trust or of the Bonds or shall incur any responsibility in respect thereof, other than as expressly stated in the Indenture of Trust in connection with the respective duties or obligations in the Indenture of Trust or in the Bonds assigned to or imposed upon it. The Trustee shall, however, be r esponsible for its representations contained in its certificate of authentication on th e Bonds. The Trustee makes no re presentations as to the validity or sufficiency of the Indenture of Trust or of any Bonds, or in respect of the security afforded by the Indenture of Trust, and the Trustee shall incur no responsibility in respect thereof. The Trustee shall be under no responsibility or duty with respect to the following: (i) the issuance of the Bonds for value; (ii) the application of the proceeds thereof except to the extent that such proceeds are received by it in its capacity as Trustee; or (iii) the application of any moneys paid to the City or others in accordance with the Indenture of Trust except as the application of any moneys paid to it in its capacity as Trustee. The Trustee shall not be liable in connection with the performance of its du ties under the Indenture of Trust, except for its own gross negligence or willful misconduct. The Trustee sh all not be liable for any action taken or omitted by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by the Indenture of Trust.

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

The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the directio n of the Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding relati ng to the time, method and place of conducting or exercising any trust or power conferred upon the Trustee under the Indenture of Trust. 328 of 394

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The Trustee assumes no responsibility or liability for any information, statement or recital in any official statement or offering memorandum or other disclosure material prepared and distributed with respect to the Bonds.

No provision of the Indenture of Trust shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of its duties under the Indenture of Trust.

The Trustee shall be protected in acting upon an y notice, resolution, request, consent, order, certificate, report, opinion, bonds or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Trustee may consult with counsel, who may be counsel of or to the City, with regard to legal ques tions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it under the Indenture of Trust in good faith and in accordance therewith; provi ded, however, the Trustee shall in no event delay any payment with respect to the Bonds in anticipation of any such opinion.

Amendments
Amendments Permitted. The Indenture of Trust and the rights and obligations of the City, the Owners of the Bonds and the Trustee may be modified or amended from time to time and at any time by a Supplemental Indenture of Trust, which the City and the Trustee may enter into with the written consent of the Owners of a majority in aggregate amount of Bond Obligation of the Bonds (or, if such Supplemental Indenture of Trust is only applicable to a Series of Bonds, such Series of Bonds) then Outstanding, which shall have been filed with the Trustee; provided that if such modification or amendment shall, by its terms, not take effect so long as any Bonds of any particul ar maturity remain Outstanding, the consent of the Owners of such Bonds shall not be required and such Bonds shall not be deemed to be Outstanding for the purpose of any calculation of Bonds Outstanding under the Indenture of Trust.

In lieu of satisfying certain requirements of the I ndenture of Trust, the Indenture of Trust and the rights and obligations of the City and of the Owners of the Bonds and of the Trustee may also be modified or amended at any time by a Supplemental Indenture of Trust entered into by the City and the Trustee which shall become binding when the written consents of e ach provider of a letter of credit or a policy of bond insurance for the Bonds shall have been filed with th e Trustee, provided that at such time the payment of all the principal of and interest on all Outstanding Bonds shall be insured by a policy or policies of municipal bond insurance or payable under a letter of credit the provider of which is not in default under any such policy of municipal bond insurance or letter of credit. A copy of each such Supplemental Indenture of Trust shall be sent by the City to Fitch and Standard & Poor’s.

No such modification or amendment shall (a) extend the fixed maturity of any Bond, or reduce the amount of principal thereof, or extend the time of payment or reduce the amount of any mandatory sinking account payment provided for the payment of any Bond, or reduce the rate of interest thereon, or extend the time of payment of interest thereon, or redu ce any premium payable upon the redemption thereof, without the consent of the Owner of each Bond so affected, or (b) reduce the aforesaid percentage of Bond Obligation the consent of the Owners of which is requi red to effect any such modification or amendment, or permit the creation of any lien on the Net Income pr ior to or on a parity with the lien created by the Indenture of Trust, or deprive the Owners of the Bonds of the lien created by the Indenture of Trust on such Net Income (in each case, except as expressly provided in the Indenture of Trust), without the consent of the Owners of all of the Bonds then Outstanding. It shall not be necessary for the consent of the Bond Owners to approve the particular form of any Supplementa l Indenture of Trust, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution and delivery by the Trustee and the City of any Supplemental Indenture of Trus t pursuant to these provisions, the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture of Trust to the Owners 329 of 394

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of the Bonds at the addresses shown on the registration bo oks of the Trustee. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Indenture of Trust. The Trustee shall not be required to enter into or consent to any Supplemental Indenture of Trust which could reasonabl y be expected to adversely affect the rights, obligations, powers, privileges, indemnities and immunities provided to the Trustee under the Indenture of Trust.

The Indenture of Trust and the rights and obligations of the City, the Trustee and the Owners of the Bonds may also be modified or amended from time to time and at any time by a Supplemental Indenture of Trust, which the City and the Trustee may enter in to without the consent of any Bond Owners or any providers of any letter of credit or policy of municipal bond insurance for the Bonds, but only to the extent permitted by law and only for any one or more of the following purposes:
(1) to add to the covenants and agreements of the City contained in the Indenture of Trust other covenants and agreements thereafter to be observed, to pledge or assign additional security for the Bonds (or any portion thereof), or to surrender any right or power in the Indenture of Trust reserved to or conferred upon the City;
(2) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision, contained in the Indenture of Trust, or in regard to matters or questions arising unde r the Indenture of Trust, as the City may deem necessary or desirable, and that shall not materially and adversely affect the interests of the Owners of the Bonds; (3) to modify, amend or supplement the Indentur e of Trust in such manner as to permit its qualification under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions a nd provisions as may be permitted by said act or similar federal statute, and that shall not materially and adversely affect the interests of the Owners of the Bonds; (4) to make modifications or adjustments necessary, appropriate or desirable to provide for the issuance of Variable Rate Indebtedness, Capita l Appreciation Indebtedness, Convertible Capital Appreciation Indebtedness or Parity Obligations with such interest rate, payment, maturity and other terms as the City may deem desirable that do not materially and adversely affect the interests of the Owners of any Series of Bonds then Outstanding;
(5) to provide for the issuance of Bonds in book-entry form or bearer form, provided that no such provision shall materially and adversely affect the interests of the Owners of the Bonds; (6) to maintain the exclusion of interest on a Series of Bonds from gross income for purposes of federal income taxation and to make such provisi ons as are necessary or appropriate to ensure such exclusion, or to provide for a Series of Bonds the interest on which is not intended to be so excluded; (7) to provide for the issuance of an additional Series of Bonds; and (8) for any other purpose that does not materially and adversely affect the interests of the Owners of the Bonds.

Defeasance
Discharge of Indenture of Trust. Bonds of any Series or a portion thereof may be paid by the City in any of the following ways:
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(a) by paying or causing to be paid the Bond Obliga tions of and interest on such Outstanding Bonds, as and when the same become due and payable;
(b) by depositing with the Trustee, an escrow agent or other fiduciary, in trust, at or before maturity, money or securities in the necessary amount ( as provided in the Indenture of Trust) to pay or redeem such Outstanding Bonds; or
(c) by delivering to the Trustee, for cancellation by it, such Outstanding Bonds.

If the City shall pay all Series for which any Bo nds are Outstanding and also pay or cause to be paid all other sums payable under the Indenture of Trus t by the City, then and in that case, at the election of the City (evidenced by a Certificate of the City, f iled with the Trustee, signifying the intention of the City to discharge all such indebtedness and the Inde nture of Trust), and notwithstanding that any Bonds shall not have been surrendered for payment, the Inde nture of Trust and the pledge of Net Income made under the Indenture of Trust and all covenants, agreem ents and other obligations of the City under the Indenture of Trust shall cease, terminate, become void and be completely discharged and satisfied. In such event, upon Request of the City, the Trustee shall cause an accounting for such period or periods as may be determined by the City to be prepared and filed with the City and shall execute and deliver to the City all such instruments as may be necessary or desirable to evidence such discharge and satisfaction, and the Trustee shall pay over, transfer, assign or deliver to the City all moneys or securities or other property held by it pursuant to the Indenture of Trust which, as evidenced by a verification report from a firm of certified public accountants, are not required for the payment or redemption of Bonds not theretofore surrendered for such payment or redemption.

Discharge of Liability on Bonds. Upon the deposit with the Trustee, escrow agent or other fiduciary, in trust, at or before maturity, of money or securities in the necessary amount (as provided in the Indenture of Trust) to pay or redeem any Outstanding Bond (whether upon or prior to its maturity or the Redemption Date of such Bond), provided that, if such Bond is to be redeemed prior to maturity, notice of such redemption shall have been given as provided in the Inde nture of Trust or provision shall have been made for the giving of such notice, then all liability of the City in respect of such Bond shall cease, terminate and be completely discharged, provided that the Owner thereof shall thereafter be entitled to the payment of the principal of and premium, if any, and interest on the Bonds, and the City shall remain liable for such payment, but only out of such money or securities deposited with the Trustee as aforesaid for their payment, subject, however, to the provisions of the Indenture of Trust and the continuing duties of the Trustee under the Indenture of Trust.

The City may at any time surrender to the Trus tee for cancellation by it any Bonds previously issued and delivered, which the City may have acquired in any manner whatsoever, and such Bonds, upon such surrender and cancellation, shall be deemed to be paid and retired.

Deposit of Money or Securities with Trustee . Whenever in the Indenture of Trust it is provided or permitted that there be deposited with or held in trust by the Trustee, an escrow agent or other fiduciary in trust, money or securities in the necessary amount to pay or redeem any Bonds, the money or securities so to be deposited or held may incl ude money or securities held by the Trustee, an escrow agent or other fiduciary in trust, shall be:
(a) lawful money of the United States of Amer ica in an amount equal to the Bond Obligation of such Bonds and all unpaid interest thereon to maturity, except that, in the case of Bonds which are to be redeemed prior to maturity and in respect of whic h notice of such redemption shall have been given as provided in the Indenture of Trust or provision satisf actory to the Trustee shall have been made for the 331 of 394

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giving of such notice, the amount to be deposited or held shall be the Bond Obligation or Redemption Price of such Bonds and all unpaid interest thereon to the Redemption Date; or (b) Federal Securities, the principal of and inter est on which when due shall, in the opinion of an independent certified public accountant delivered to the Trustee (upon which opinion the Trustee may conclusively rely), provide money sufficient to pay the Bond Obligation or Redemption Price of and all unpaid interest to maturity, or to the Redemption Da te, as the case may be, on the Bonds to be paid or redeemed, as such Bond Obligation or Redemption Price and interest become due, provided that, in the case of Bonds which are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as provided in the Indenture of Trust or provision satisfactory to the Trustee shall have been made for the giving of such notice; provided, in each case, that the Tr ustee shall have been irrevocably instructed (by the terms of the Indenture of Trust or by Request of the City) to apply such money to the payment of such Bond Obligation or Redemption Price and interest with respect to such Bonds.

Miscellaneous
Liability of City Limited to Net Income . Notwithstanding anything in the Indenture of Trust or in the Bonds to the contrary, the City shall not be re quired to advance any mone ys derived from any source other than the Net Income and other money, assets a nd security pledged under the Indenture of Trust for any of the purposes mentioned in the Indenture of Tr ust, whether for the payment of the principal or Redemption Price of or interest on the Bonds or for any other purpose of the Indenture of Trust.

The general fund of the City is not liable for the payment of any Bonds, any premium thereon upon redemption prior to maturity or their interest, nor is the credit or taxing power of the City pledged for the payment of any Bonds, any premium thereon upon rede mption prior to maturity or their interest. The Owner of any Bond shall not compel the exercise of th e taxing power by the City or the forfeiture of any of its property. The principal of and interest on any Bonds and any premiu m upon the redemption of any thereof prior to maturity are not a debt of the City or a legal or equitable pledge, charge, lien or encumbrance upon any of its property or upon any of its income, re ceipts or revenues, except the Net Income and other funds, security or assets to the extent expressly provided in the Indenture of Trust which are pledged to the payment of the Bonds, interest thereon and any premium upon redemption.

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APPENDIX E

FORM OF CONTINUING DISCLOSURE AGREEMENT
This Continuing Disclosure Agreement (the “Disclosure Agreement”), dated as of August 1, 2025, is executed and delivered by the City of Glendale, California (the “City”) and The Bank of New York Mellon Trust Company, N.A ., dissemination agent (i n such capacity, the “Dissemination Agent”), in connection with the issuance of $166,685,000 aggregate principal amount of City of Glendale Electric Revenue Bonds, 2025 Series (the “2025 Series Bonds”). The 2025 Series Bonds are being issued pursuant to Article XXVI of the Charter, Ordinance No. [__] (the “Ordinance”), adopted on June [___], 2025 by th e City Council (the “C ity Council”) of the City 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 (in such capacity, the “Trustee”) (as supplemented and amended, the “I ndenture”). The City and the Dissemination Agent covenant and agree as follows:

SECTION 1. Purpose of this Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the City and the Dissemination Agent for the benefit of the Holders and Beneficial Owners of the 2025 Series Bonds and in order to assist the Participating Underwriter in complying with Securities and Exchange Commission Rule 15c2-12.

SECTION 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this Section 2, the following capitalized terms shall have the following meanings:
“Annual Report” shall mean any Annual Report provided by the City pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. “Beneficial Owner” shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of any 2025 Series Bonds (including persons holding 2025 Series Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any 2025 Series Bonds for federal income tax purposes. “Dissemination Agent” shall mean The Bank of New York Mellon Trust Company, N.A., acting in its capacity as Disse mination Agent hereunder, or a ny successor Dissemination Agent designated in writing by the City and which has filed with the Trustee a written acceptance of such designation.
“Financial Obligation” shall mean a (a) debt obligation; (b) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (c) guarantee of a debt obligation or any such derivative instrument; provided that “financial obligation” shall not include muni cipal securities as to which a final official statement (as defined in the Rule) has been provided to the MSRB consistent with the Rule. 333 of 394

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“Fiscal Year” shall mean the period beginning on July 1 of each year and ending on the next succeeding June 30, or any twelve-month or fifty-two week period hereafter selected by the City, with notice of such selection or change in fiscal year to be provided as set forth herein. “Listed Events” shall mean any of the events listed in Section 5(a) of this Disclosure Agreement.
“MSRB” shall mean the Municipal Securitie s Rulemaking Board established pursuant to Section 15B(b)(1) of the Securities Exchange Ac t of 1934, as amended, or any other entity designated or authorized by the Securities and Exchange Commission to receive reports pursuant to the Rule. Until otherwise designed by the MSRB or the Securities and Exchange Commission, filings with the MSRB are to be made throu gh the Electronic Municipal Marketplace Access (“EMMA”) website of the MSRB, currently located at http://emma.msrb.org. “Owner” shall mean either the registered owners of the 2025 Series Bonds, or, if the 2025 Series Bonds are registered in the name of The Depository Trust Company or another recognized depository, any applicable participant in such depository system. “Participating Underwriter” shall mean any of the original un derwriter or underwriters of the 2025 Series Bonds required to comply with the Rule in connection with offering of the 2025 Series Bonds.
“Rule” shall mean Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same has been or may be amended from time to time.
“State” shall mean the State of California.

SECTION 3. Provision of Annual Reports.
(a) The City shall, or shall cause the Di ssemination Agent to, not later than seven months after the end of the City’s Fiscal Year, commencing with the report for the Fiscal Year ended June 30, 2025, provide to the MSRB an A nnual Report which is co nsistent with the requirements of Section 4 of this Disclosure Agreement. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Agreement; provided that the audited financial statements of the City may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the Fiscal Year changes for the C ity, the City shall give notice of such change in the manner provided under Section 5 hereof.
(b) Not later than ten (10) Business Days pr ior to the date specified in subsection (a) for providing the Annual Report to the MSRB, the City shall pr ovide its Annual Report to the Dissemination Agent. If by ten (10) Business Days prior to such date specified in subsection (a), the Dissemination Agent has not received a copy of the Annual Report from the City, the Dissemination Agent shall promptly notify the City of such failure to receive the report. The City shall provide a written statement with each A nnual Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report required to be furnished by it 334 of 394

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hereunder. The Dissemination Agent may conclusively rely upon such statement of the City and shall have no duty or obligation to review such Annual Report. (c) If the Dissemination Agent is unable to ve rify that an Annual Report of the City has been provided to the MSRB by the date require d in subsection (a), City shall, in a timely manner, send a notice to the MSRB in substantially the form attached hereto as Exhibit A. (d) The Dissemination Agent shall:
(i) confirm prior to the date for providi ng the Annual Report for such year the electronic filing address of, and the then-current procedure for, submitting Annual Reports to the MSRB;
(ii) provide the Annual Report to EMMA (upon timely receipt from the City, if the Dissemination Agent is other than the City); and
(iii) provided it has receive d the Annual Report pursuant to Section 3(a), file a report with the City (and if the entity serving as Dissemination Agent is not the same entity serving as Trustee, the Trus tee) certifying that the Annual Report has been provided pursuant to this Disclosure Agreement, stating the date it was provided. The Dissemination Agent shall have no responsibility for the content of any Annual Report.

SECTION 4. Content of Annual Reports.
(a) The City’s Annual Report shall contai n or include by reference the following:
(i) The audited financial statements of the City’s Electric Works Revenue Fund for the most recently completed Fiscal Year , prepared in accordance with generally accepted accounting principles for governmental enterprises as prescribed from time to time by any regulatory body with jurisdiction over the City and by the Governmental Accounting Standards Board. If the City’s au dited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited fi nancial statements in a format similar to the financial statements contained in the final Official St atement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. (ii) Updated information comparable to the information in the following charts:
(a) the chart entitled “Electric System Facilities” as it appears on page [__] in the Official Statement, dated __________, 2025, relating to the 2025 Series Bonds (the “Official Statement”);
(b) the chart entitled “Total Powe r Generated and Purchased and Peak Demand” as it appears on page [__] in the Official Statement; (c) the chart entitled “Power Suppl y Resources” as it appears on page [__] in the Official Statement;
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(d) the chart entitled “F ive Year History of Electrical System Rates” as it appears on page [__] in the Official Statement;
(e) the chart entitled “Percentage In crease in Electric Rates” as it appears on page [__] in the Official Statement;
(f) the chart entitled “Customers, Sales, Revenues and Demand” as it appears on page [__] in the Official Statement;
(g) the chart entitled “Capital Requi rements” as it appears on page [__] in the Official Statement;
(h) the chart entitled “Outstanding IPA and SCPPA Obligations” as it appears on page [__] in the Official Statement;
(i) the chart entitled “Historical an d Projected Operating Results and Debt Service Coverage” as it appears on page [__] in the Official Statement; and (j) the chart entitled “Electric System Statement of Net Position” as it appears on page [__] in the Official Statement.
(iii) Updated information comparable to th e information in the section entitled “THE ELECTRIC SYSTEM — Transfers to the General Fund” as such information appears on page [__] in the Official Statement.
(b) Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the City or public entities related thereto, which have been submitted to the MSRB or the Securities and Exch ange Commission. If the document included by reference is a final official statement, it must be available from the MSRB.

The City shall clearly identify each such other document so included by reference. (c) The contents, presentation and format of the Annual Reports may be modified from time to time as determined in the judgment of th e City to conform to changes in accounting or disclosure principles or practices and legal requirements followed by or applicable to the City or to reflect changes in the legal form of the City; provided, that any such modifications shall comply with the requirements of the Rule.
(d) The City shall be solely responsible for the contents and sufficiency of each Annual Report and each notice of any Listed Events pur suant to Section 5. The Dissemination Agent (if other than the City) shall not be under any obligation to review or verify the contents of any Annual Report or notice of Listed Events in any respect or for any purpose, and the Dissemination Agent (if other than the City) shall not be responsible or liable for the actions or omissions of the City concerning any Annual Report or notice of Listed Events or concerning the City’s compliance with the requirements of this Agreement.
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SECTION 5. Reporting of Significant Events.
(a) Pursuant to the provisi ons of this section, upon th e occurrence of any of the following events (in each case to the extent applicable) with respect to the 2025 Series Bonds, the City shall give, or cause to be given by so notifying the Dissemination Agent in writing and instructing the Dissemination Agent to give, notice of the occurrence of such event, in each case, pursuant to Section 5(c) hereof:
(i) principal or interest payment delinquencies;
(ii) non-payment related defaults, if material;
(iii) modifications to the rights of the Owners of the 2025 Series Bonds, if material;
(iv) optional, contingent or unsche duled calls, if material, and tender offers;
(v) defeasances;
(vi) rating changes;
(vii) adverse tax opinions or the issu ance by the Internal Revenue Service of proposed or final determ inations of taxability, No tices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the 2025 Series Bonds or other material events affecting the tax status of the 2025 Series Bonds;
(viii) unscheduled draws on the debt service reserves reflecting financial difficulties;
(ix) unscheduled draws on the credit enhancements reflecting financial difficulties;
(x) substitution of the credit or liqui dity providers or their failure to perform;
(xi) release, substitution or sale of property securing repayment of the 2025 Series Bonds, if material;
(xii) bankruptcy, insolvency, receiversh ip or similar proceedings of the City, which shall occur as described below;
(xiii) appointment of a successor or additional trus tee or the change of name of a trustee, if material;
(xiv) the consummation of a merg er, consolidation, or acquisition involving the City or the sale of all or subs tantially all of the assets of the Electric System of the City other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (xv) incurrence of a Financial Oblig ation of the City’s Electric System, or agreement to covenants, events of defa ult, remedies, prior ity rights, or other 337 of 394

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similar terms of a Financial Obligation of the City’s Electric System, any of which affect holders of the 2020 Bonds, if material; or
(xvi) default, event of accelerati on, termination event, modification of terms, or other similar events under the terms of a Financial Obligation of the City’s Electric System, any of which reflect financial difficulties.

For these purposes, any event desc ribed in item (xii) of this S ection 5(a) is considered to occur when any of the following occur: the appoint ment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the Un ited States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangeme nt, or liquidation by a c ourt or governmental authority having supervision or juri sdiction over substantially all of the assets or bu siness of the City.
(b) Upon receipt of notice from the City and instruction by the City to report the occurrence of any Listed Event, the Dissemination Agent shall provide notice thereof to the MSRB in accordance with Secti on 5(c) hereof. The Dissemination Agent shall have no responsibility to determine the materiality, if applicable, of any of the Listed Events. (c) The City, or the Dissemination Agent, if the Dissemination Agent has been instructed by the City to report the occurrence of a Listed Event, shall file a notice of such occurrence with the MSRB in a timely manner not more than ten (10) business days after the occurrence of the event.

SECTION 6. Termination of Reporting Obligat ion. The obligations of the City and the Dissemination Agent under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the 2025 Series Bonds.

SECTION 7. Dissemination Agent. The City may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any such Dissemination Agen t, with or without appointing a successor Dissemination Agent. The initial Dissemination Agent shall be The Bank of New York Mellon Trust Company, N.A. The Dissemination Agent may resign by providing thirty (30) days’ written notice to the City.

SECTION 8. Amendment; Waiver. Notw ithstanding any other provision of this Disclosure Agreement, the City and the Di ssemination Agent may amend this Disclosure Agreement (and the Dissemination Agent shall agree to any amendment so requested by the City which does not impose any greater duties or obliga tions or any greater risk of liability on the Dissemination Agent), and any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied:
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(a) If the amendment or waiver relates to th e provisions of Sections 3(a) or 4, it may only be made in connection with a change in circumstances that arises from a ch ange in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the 2025 Series Bonds, or the type of business conducted; (b) The undertaking, as amended or taking in to account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the 2025 Series Bonds , after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver either (i) is approved by the Holders of the 2025 Series Bonds in the same manner as pr ovided in the Indenture with respect to amendments to the Indenture which require the consen t of Holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Holders or Beneficial Owners of the 2025 Series Bonds.

If any amendment or waiver of a pr ovision of this Disclosure Agreement, the City shall describe such amendment in its next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the City. In addition, if the amen dment relates to the accoun ting principles to be followed in preparing financial statements, (i) notice of such change shall be given in the manner provided in Section 5 and (ii) the Annual Report for the year in which the change is made should present a comparison (in narrative form and also, if feasible, in quantitative form) between the financial statements as prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles.

SECTION 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the City from disseminati ng any other information, using the means of dissemination set forth in this Disclosure Agre ement or any other mean s of communication, or including any other information in any Annual Report, in addition to that which is required by this Disclosure Agreement. If the City chooses to include any information in any Annual Report in addition to that which is specifica lly required by this Disclosure Agreement, the City shall have no obligation under this Disclosure Agreement or otherwise to update such information or include it in any future Annual Report.

SECTION 10. Filings with the MSRB. A ll information, operating data, financial statements, annual reports, notices and other documents provided to the MSRB in accordance with this Disclosure Agreement shall be provided in an electronic format prescribed by the MSRB and shall be accompanied by identifying information as prescribed by the MSRB.

SECTION 11. Default. In the event of a failure of the City or the Dissemination Agent to comply with any provision of this Disclosure Agreement, the Dissemination Agent may (and, at the request of any Participating Underwriter or the Holders of at least 25% aggregate principal amount of outstanding 2025 Series Bonds, shall) upon being indemnified to its satisfaction, or any Holder or Beneficial Owner of the 2025 Series Bonds may, take such actions as may be necessary and appropriate, including seeki ng mandate or specific performanc e by court order, to cause the 339 of 394

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City or the Dissemination Agent, as the case may be, to comply with its obligations under this Disclosure Agreement. The sole remedy under th is Disclosure Agreemen t in the event of any failure of the City or the Dissemination Agent to comply with this Disclosure Agreement shall be an action to compel performance.

SECTION 12. Duties, Immunities and Liabilities of Dissemination Agent. Article VII of the Indenture is hereby made applicable to the Dissemination Agent under this Disclosure Agreement as if this Disclosure Agreement were (solely for this pur pose) contained in the Indenture. The Dissemination Agent shall be entitled to the protections, limitations from liability and indemnities afforded to the Trustee there under; provided, however, that the foregoing shall not be construed to impose upon the Dissemination Agent any duties or obligations of the Trustee.

The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement, and the City agrees, to the extent permitted by law, to indemnify and save the Dissemination Agent, its officers, directors, em ployees and agents, harmless against any loss, expense and liabilities which it ma y incur arising out of or in th e exercise or performance of its powers and duties hereunder, incl uding the costs and expenses (i ncluding reasonable attorneys’ fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful misconduct. The obligations of the City under this Section 12 shall survive resignation or removal of the Dissemination Agent and payment of the 2025 Series Bonds.

The Dissemination Agent shall be paid compensation by the City for its services provided hereunder in accordance with its schedule of fees as agreed to between the Dissemination Agent and the City. Any company succeeding to all or substantially all of th e Dissemination Agent’s corporate trust business shall be the successor to the Disseminati on Agent hereunder without the execution or filing of any document or any further act.

SECTION 13. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the City, the Trustee, the Dissemination Agent, the Participating Underwriter and Holders and Beneficial Owners from time to time of the 2025 Series Bonds, and shall create no rights in any other person or entity. No person shall have any right to commence any action against the Trustee or the Dissemination Agent seeking any remedy other than to compel specific performance of this Disclosure Agreement. Neither the Trustee nor the Dissemination Agent shall be liable under any circumstances for monetary damages to any person for any breach of this Disclosure Agreement.

SECTION 14. Notices. All written notices to be given hereunder shall be given in person or by mail to the party entitled th ereto at its address set forth belo w, or at such other address as such party may provide to the other parties in writing from time to time, namely:

To the City:

City of Glendale
141 N. Glendale Avenue
Room 346
Glendale, California 91206-4998
Attention: Director of Finance
Telephone: (818) 548-2085
Facsimile: (818) 956-3286
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To the Dissemination Agent: The Bank of New York Mellon Trust Company, N.A. 333 South Hope Street
Suite 2525
Los Angeles, California 90071
Attention: California Unit
Telephone: (213) 630-6240
Email: [email protected]

The Dissemination Agent and the City may, by notice given here under, designate any further or different addresses to which subseque nt notices, certificates or other communications shall be sent. Unless specifically otherwise required by the context of this Disclosure Agreement, any notices required to be given hereunder to th e Dissemination Agent or the City may be given by any form of electronic transmission capable of producing a written record. Each such party shall file with the Dissemination Agent inform ation appropriate to receiving such form of electronic transmission.
[Remainder of Page Intentionally Left Blank]
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SECTION 15. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.

CITY OF GLENDALE, CALIFORNIA
B y
Interim Director of Finance

THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Dissemination Agent
B y
Authorized Officer

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EXHIBIT A

NOTICE OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: CITY OF GLENDALE, CALIFORNIA
Name of Issue: ELECTRIC REVENUE BONDS, 2025 SERIES
Date of Issuance: ________, 2025
NOTICE IS HEREBY GIVEN that the City of Glendale, California (the “City”) has not provided an Annual Report with respect to the above-named 2025 Series Bonds as required by the Continuing Disclosure Agreement, dated as of August 1, 2025, between the City and The Bank of New York Mellon Trust Company, N.A., as Dissemin ation Agent. The City anticipates that the Annual Report will be filed by [date].

Dated:

The Bank of New York Mellon Trust Company, N.A.,
as Dissemination Agent, on behalf of the City of Glendale, California
B y
Title:
cc: City of Glendale, California

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APPENDIX F

PROPOSED FORM OF OPINION OF BOND COUNSEL
[Closing Date]

City of Glendale
Glendale, California
$________
City of Glendale, California
Electric Revenue Bonds, 2025 Series
Ladies and Gentlemen:

We have acted as bond counsel in connection with the issuance by the City of Glendale, California (the “City”) of its Electric Revenue Bonds, 2025 Series in the aggregate principal amount of $_______ (the “Bonds”). The Bonds are being issued pursuant to th e Charter of the City, as amended (the “Charter”), including Article XXVI thereof, Ordinance No. [__] (the “Ordinance”), adopted by the City Council of the City (the “City Council”) on June [__], 2025 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 a Tenth Supplement to Indenture of Trust, dated as of August 1, 2025, relating to the Bonds, each by and between the City and the Trustee (collectively, the “Indenture of Trust”). Th e Bonds are being issued for the purpose of providing moneys for the costs of the acquisition and construction of certain improvements to the Electric System.

In our capacity as bond counsel, we have reviewed the Charter, the Ordinance, resolutions adopted by the City Council, the Indenture of Trust, certificati ons of the City, the Trustee, and others, opinions of counsel to the City and the Trustee, and such othe r documents, opinions and instruments as we deemed necessary to render the opinions set forth herein. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Indenture of Trust.

We have assumed the genuineness of all documents and signatures presented to us. We have not undertaken to verify independently, and have assumed, the accuracy of the factual matters represented, warranted or certified in the documents. Furthermore, we have assumed compliance with all covenants and agreements contained in the Indenture of Trust, in cluding (without limitation) covenants and agreements compliance with which is necessary to assure that future actions, omissions or events will not cause interest on the Bonds to be included in gross income for federal income tax purposes.

Based on and subject to the foregoing, and in relian ce thereon, as of the date hereof, we are of the following opinions:

1. The City is authorized and empowered by law, including the Charter, to adopt the Ordinance, to execute and deliver the Indenture of Tr ust, to issue the Bonds, to use the proceeds from the sale thereof for the purposes stated in the Ordinance and the Indenture of Trust, and to pledge the Net Income of the Electric System to the payment of the Bonds. 344 of 394

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2. The Indenture of Trust has been, pursuant to law, including the Charter, duly authorized, executed and delivered by, and constitu tes the valid and binding obligation of, the City. The Indenture of Trust creates a valid pledge, to secure the payment of the principal of and interest on the Bonds, of the Net Income and certain other funds as and to the extent set forth in the Indenture of Trust and subject to the provisions of the Indenture of Tr ust permitting the application thereof for the purposes and on the terms and conditions set forth therein.

3. The Bonds are special obligations of the City and are payable exclusively from the City’s Electric Works Revenue Fund and certain other funds as provided in the Indenture of Trust, and 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 and issued from time to time pursuant to the Indenture of Trust. The Bonds constitute valid and binding obligati ons of the City as provided in the Indenture of Trust and are enforceable in accordance w ith their terms and the terms of the Indenture of Trust. 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 on the Bonds, 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 on the Bonds. 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 ar e 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 ar e pledged pursuant to the Indenture of Trust to the payment of the Bonds, interest thereon and any premium upon redemption.

4. Under existing law, interest on the Bonds is exempt from personal income taxes of the State of California and, assuming compliance with the covenants described below, interest on the Bonds is excluded pursuant to section 103(a) of the Internal Revenue Code of 1986 (the “Code”) from the gross income of the owners thereof for federal income tax purposes. Inter est on the 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 we render no opinion, as a result of ownership of the Bonds or the inclusion in certain computations (including, without limitation, those related to the alternative minimum tax on the adjusted financial statement income of certain corporations) of interest that is ex cluded from gross income. Th e Code establishes certain requirements that must be met subsequent to the issuance and delivery of the 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. N on-compliance with such requiremen ts could cause the interest on the Bonds to fail to be excluded from the gross income of the owners thereof retroactive to the date of issuance of the Bonds. The City has covenanted in the Indenture of Trust not to take any action or omit to take any action which, if taken or omitted, r espectively, would adversely affect the exclusion of the interest on the Bonds from the gross income of the owners thereof for federal income tax purposes. Except as stated in the preceding paragraph, we express no opinion as to any federal, state or local tax consequences of the ownership or disposition of the Bonds. Furthermore, we express no opinion as to the effect on the exclusion from gross income of interest on the Bonds of any acti on taken or not taken after the date of this opinion without our approval.

Our opinions are based on existing law, which is subject to change. Such opinions are further based on our knowledge of facts as of the date hereof. We assume no duty to update or supplement our opinions to reflect any facts or circumstances that may hereafte r come to our attention or to reflect any changes in any law that may hereafter occur or become effective. Moreover, our opinions are not a guarantee of result and are not binding on the Internal Revenue Servi ce; rather, such opinions represent our legal judgment 345 of 394

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based upon our review of existing law that we deem relevant to such opinions and in reliance upon the representations and covenants referenced above.

No opinion is expressed herein on the accuracy , completeness or sufficiency of the Official Statement or other offering material relating to the Bonds.

The opinions expressed in paragraphs 2 and 3 a bove are qualified to the extent that the enforceability of the Bonds and the Indenture of Trust may be limited by applicable bankruptcy, insolvency, debt adjustment, reorganization, moratorium or simila r laws or equitable principles relating to or limiting creditors’ rights generally or as to the availability of any particular remedy. The enforceability of the Bonds and the Indenture of Trust is subject to the effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, to the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law, and to the limitations on legal remedies agai nst governmental entities in California (including, but not limited to, rights of indemnification).

These opinions are limited to the laws of the State of California and the federal laws of the United States.

Respectfully submitted,
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APPENDIX G
ELECTRIC SYSTEM DEBT SERVICE REQUIREMENTS(1)
The following table indicates the debt service requirements on the Bonds after issuance of the 2025 Series Bonds.

Fiscal Year
Ending
June 30
2016 Refunding Bonds, 2024 Series
Bonds, 2024 Refunding Bonds, and
2024 Second Series Bonds 2024 Second Series Bonds Total Debt Service(1) Principal Interest Principal Interest
$ $ $ $ $

Total(1) $ $ $ $ $

(1) Totals may not add due to rounding.
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8a

CITY OF GLENDALE, CALIFORNIA

REPORT TO THE CITY COUNCIL

AGENDA ITEM
Report: Review of Competitive Process for Official Police Tow Services and Recommendations for Selection of Most Qualified Proposers

1.Resolution Awarding Contracts to the Most Qualified Proposers and Authorize the City Manager, or his designee, to enter into agreements with them.

COUNCIL ACTION
Item Type: Action Item
Approved for June 3, 2025 calendar

EXECUTIVE SUMMARY
The City of Glendale’s current contracts for Official Police Tow Services (“OPTS”) expire on July 31, 2025. In anticipation of this expiration date, on February 18, 2025, the Council adopted a Resolution authorizing the issuance of a Request for Proposals (“RFP”) for Official Police Tow Services for two instead of the previous three Districts.

The RFP contained the criteria for the services the City is soliciting for, evaluating the proposals and the process for selecting the most qualified proposers.

RECOMMENDATION
Approve the Resolution awarding the contracts to Gay’s Automotive & Towing, Inc. and Mid Valley Towing, Inc. and authorizing the City Manager to enter into agreements.

ANALYSIS
In February 2025, the RFP was issued and published in the Glendale Independent on February 24 and February 27, 2025. The deadline for submitting a proposal was March 24, 2025. In response to the RFP, the following four companies submitted proposals:

PROPOSERS DISTRICTS SOUGHT
Crescenta Valley Tow Service 2
Gay’s Automotive & Towing, Inc. 1
J & E Service Inc. DBA Monterey Tow Service 1, 2
Mid Valley Towing, Inc. 1, 2
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REVIEW COMMITTEE
A proposal review committee (“Committee”) comprised of five Police Department personnel that included Support Services Division Commander, Parking & Police Services Supervisor, Traffic Bureau Commander and two Traffic Bureau Sergeants began the review of the tow operator proposals in March 2025.

The Committee followed the evaluation process identified in the RFP section 15.3.6, which is summarized in the Tow RFP Scoring Sheet – 2025 attached as Exhibit 1. The Scoring Sheet listing the criteria categories with their respective maximum point allowance is below:

Categories Points
Service Requirements 25
Qualifications of Personnel & Management 20
Facility & Equipment Requirements 25
Prior Experience 15
References 5
Financial Viability 10
MAXIMUM TOTAL POINTS 100
The Committee reviewed and assessed the tow operator proposals based on how they met the project scope in the following areas:
RFP Responses
Site Inspections
Oral Presentation/s Interview
Social Media Surveys
Background Checks
Reference Checks
The Committee also conducted site inspections of each proposer's business property over a two-day period.

FINAL SCORING
The scoring was based on information in the proposals, the site inspections, and the proposers’ current business operation and the proposers’ responses during the oral presentations and interview. A chart containing the Committee’s scores is attached as Exhibit 2.
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COMMITTEE SELECTION
The committee selected the following two tow operators as being the responsible proposers that can provide the best service in the identified district:

Tow District Committee’s Selection
District 1 Gay’s Automotive & Towing, Inc.

District 2 Mid Valley Towing, Inc.

RECOMMENDATION OF THE CHIEF OF POLICE
The Chief of Police reviewed the committee’s selection and recommends awarding contracts to the two highest scoring proposers Gay’s Automotive & Towing, Inc. for district 1 and to Mid Valley Towing, Inc for district 2.

STAKEHOLDERS/OUTREACH
Outreach efforts were conducted to ensure broad community awareness and stakeholder engagement. The RFP was published in the Glendale Independent to reach local businesses and community members, it was emailed to local tow companies and was posted on the Department’s website. In addition, community feedback was reviewed through social media surveys to gather public input and assess service expectations.

FISCAL IMPACT
The City currently collects a VTACR fee per vehicle in the amount of $300 from each contractor as allowed under GMC 10.55.090.

During calendar year 2024, the Police Department towed 1284 vehicles subject to the VTACR fee. The amount collected in any fiscal year will continue to be dependent upon the number of vehicles released to vehicle owners.

The revenue received from the contracts will be deposited and tracked in the General Fund Vehicle Towing Admin Fee account 34605-1010-GPD-P0000-T0000-F0000-0000- 0000.

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(a) as it has no potential for resulting in either a direct physical change in the environment or a reasonable foreseeable indirectly physical change in the environment. Even if it is a project, it is exempt pursuant to 14 C.C.R. § 15061(b)(3).
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CAMPAIGN DISCLOSURE
See Exhibit 3

ALTERNATIVES TO STAFF RECOMMENDATION
1) The City Council may not approve the Resolution awarding contracts to the two towing companies and authorize the City Manager to enter into agreements with them.

If this option is selected, one or more of the current contracts will have to be extended in order to avoid any disruption in this important service. 2): The City Council may consider any other alternative not proposed by staff.

ADMINISTRATIVE ACTION
Submitted by:

Manuel Cid, Police Chief
Prepared by:

Tina Hartoonian, Parking and Police Services Administrator Approved by:

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

EXHIBITS/ATTACHMENTS
Exhibit 1 – Tow RFP Scoring Sheet
Exhibit 2 – Chart of Committee’s Scoring Sheet
Exhibit 3 – Campaign Disclosures
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RESOLUTION NO. _____

A RESOLUTION OF THE COUNCIL OF THE CITY OF GLENDALE REGARDING THE COUNCIL’S SELECTION OF THE MOST QUALIFIED PROPOSERS TO SERVE AS THE CITY’S OFFICIAL POLICE TOW SERVICE PROVIDERS FOR DISTRICTS 1 AND 2 WHEREAS, on February 18, 2025, Council adopted Resolution No. 25-27 which stated that it is in the city's best interests to use a competitive process for selecting tow operators, who, under a contract with the city, will provide towing and storage services for the city's Police Department; and
WHEREAS Council's adoption of Resolution 25-27 approved the Police Department's Request for Proposals ("RFP") for Official Police Tow Services as well as the criteria, requirements, and standards in the RFP, and authorized the City Clerk to advertise the RFP; and
WHEREAS, the RFP covered towing and storing situations as ordered or requested by the city's Police Department; and
WHEREAS, the RFP contained performance requirements and standards, including eligibility, facility, location, equipment, maximum rates, and services, as well as criteria upon which an independent Review Committee relied on for evaluating proposals and the process for selecting the most qualified proposers; and WHEREAS, the criteria set forth in the RFP included specific categories and maximum points as more specifically described in the agenda report prepared by the Chief of Police and dated May 13, 2025; and
WHEREAS, on or about February 19, 2025 the Police Department issued the RFP and the deadline for submitting a proposal was March 24, 2025; and WHEREAS, the Police Department received in total five (4) proposals from the following tow operators: Crescenta Valley Tow Service; Gay's Automotive & Towing, Inc.; J & E Service Inc. dba Monterey Tow Service; and Mid Valley Towing, Inc.; and WHEREAS, beginning on March 25, 2025, the Review Committee, whose members were selected by the Police Chief, engaged in a detailed process of evaluating the proposals which included review of RFP responses, site inspections, oral presentations and interviews, social media surveys, and background and reference checks; and
WHEREAS, the independent Review Committee prepared a report for the Chief of Police containing the Committee's recommendations for OPTS providers and a chart with the scores for each of the four (4) tow operators; and WHEREAS, based on its evaluation, the Review Committee scored the tow operators and determined that two (2) tow operators (District 1: Gay's Automotive & Towing, Inc.; District 2: Mid Valley Towing, Inc. are the "most qualified" to serve in the designated districts as the city's OPTS; and
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WHEREAS, the Chief of Police has accepted the recommendations of the Review Committee for OPTS providers and proposes the Review Committee's recommendations to Council.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Glendale as follows:

1. The Council finds, determines, and declares that Gay's Automotive & Towing, Inc. and Mid Valley Towing, Inc., are the most qualified proposers to serve as OPTS for Districts 1 and 2 respectively because each firm possesses the competence, experience, expertise, facilities, equipment, personnel, financial wherewithal, and other resources necessary to perform dependable towing and garaging services, to ensure quality service, and to provide utmost customer satisfaction.

2. The City Council hereby accepts the proposal of each of the two most qualified proposers; and awards each of these firms a contract thereby giving each the special privilege and exclusive right to identify itself as one of the city's "Official Police Tow Services", to operate within the following designated Districts: District 1 - Gay's Automotive & Towing, Inc.; District 2 - Mid Valley Towing, Inc.; and to furnish the public with vehicle towing and storage services when requested by the Police Department.

3. The City Council hereby authorizes staff to: 1) negotiate with the tow operators, determined to be the most qualified, amendments to the draft agreement attached to the RFP as long as such amendments do not substantially increase risk to the city, and 2) negotiate a contract term of five (5) years with two (2) optional renewal terms of two (2) years each, where exercise of an option term would be at the Chief of Police's sole discretion subject to the City Manager's approval.

4. The City Council further hereby specifies that the contract for each OPTS provider is conditioned upon the OPTS provider's fully performing the obligations described in the criteria, requirements, and standards in the RFP and the contract.

5. This Resolution takes effect immediately upon its adoption.

APPROVED AND ADOPTED this _______ day of ________________, 2025. _________________________________
Mayor
ATTEST:
_______________________________
City Clerk
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STATE OF CALIFORNIA )
) SS

COUNTY OF LOS ANGELES )
I, Suzie Abajian, PhD, 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 ____________________, 2025, and that same was adopted by the following vote:

Ayes:

Noes:

Absent:

Abstain:
________________________________
City Clerk
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TOW RFP SCORING SHEET - 2025
Name of Proposer
I. QUALIFICATIONS OF PERSONNEL AND MANAGEMENT
(20 Points)

1. Management
• Number of Employees (PF:22)
• Experience and Performance History (PF: 1 S)
• Tenure with Company
• Level of Training (PF:26)
• Appearance
• Customer Service Skills
General Comments:

Site Visit:

2. Employee Safety, Training and Management (PF:26)
• Written Injury and Illness Prevention Plan
• Safety Manual
Score 1-5
Score 1-5
---
---

EXHIBIT 1
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• Written Hazmat Policy
• New Employee Training Plan
• Recurring Training Plan
• Work Related Fatalities
• OSHA Violation Notices
• Personnel Management Practices
Recruitment
Screening
Testing
Selecting
Training
Scheduling
Supervising
Compensation
Promoting
Disciplining
Terminating
Evaluations
General Comments:

Site Visit:

Page2
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3. Drivers, Dispatchers and Other Employees (PF:22)
• Number Employed
• Towing Experience
• Tenure with Company
• Level of Qualification, Certification & Training
• Appearance
• Customer Service Skills
General Comments:

Site Visit:

1. Business Plan (PF:43)
II. SERVICE REQUIREMENTS
(25 Points)
• Action Plan for Achieving RFP Requirements
• Action Plan for Achieving customer satisfaction
• Action Plan for Achieving performance excellence
General Comments:

Score 1-10 ---
Score 1-5 ---
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Site Visit:

2. Customer Service Complaints and Damage Claim Procedures (PF:42)
General Comments:

Site Visit:

3. Customer Service Inquiries
• Personal Interviews
• Survey Responses
General Comments:

Site Visit:

Score 1-5 ---
Score 1-10 __ _
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4. Civil Suits/ Claims (PF:37-39)
• Traffic Collision
• Damage or Theft
• Personal Injury
• Employment Litigation
• Subcontractor Payment Litigation
• Claims against Government Entity
• Outstanding Judgments/ Liens
• Damage or Loss Reports
General Comments:

Site Visit:

Score 1-5
III. FACILITY AND EQillPMENT REQUffiEMENTS
(25 Points)

1. Office Area (Draft Agreement Section 20)
• . Customer support
• Office is clearly marked
• Seating for customers
• Clean with restroom facilities
• Courtesy phone
Score 1-7
---
---
Pages
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• Business support
• Record keeping area
• Payment system
• Dispatch: 24/7 (Draft Agreement Section 21)
• Radio equipped dispatcher (Draft Agreement Section 21) • Direct line to GPD
• Conforms to city building/zoning codes
General Comments:

Site Visit:

2. Storage (Draft Agreement Section 20.1)
Primary (Draft Agreement Section 20.l(B)(l-4))
• Yard requirements
• 5,000 sq. ft. fenced
• Paved surface
• 24/7 security with camera
• Storage area for property
• Truck storage
• Adequate parking for tow trucks
• Environmental factors
Score 1-5 ---
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• Noise mitigation
• General appearance for neighborhood
• Conforms to city building/zoning codes
Secondary (Draft Agreement Section 20. l(C)(l-4))
• Yard requirements
• 5,000 sq. ft.
• Fenced
• Paved Surface
• 24/7 security with camera
• Environmental factors
• Noise mitigation
• General appearance for neighborhood
• Conforms to city building/zoning codes
General Comments:

Site Visit:

3. Police Holds (Draft Agreement Sections 20.7(B)(l) & 30.) • Storage area
• Enclosed
Score 1-5 ---
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• Climate controlled building
• Segregated
• Secure
• Concrete floor
• Locked with surveillance camera
• Capable of storing two vehicles
General Comments:

Site Visit:

Score 1-8 4. Trucks (PF:20) (Draft Agreement Sections 19.1-19.3 below) ---

19. MINIMUM EQUIPMENT STANDARDS

19.1 At its expense, Contractor shall acquire, provide, operate, and maintain:
(A) Tow units, equipment, materials, and supplies necessary to expeditiously unlock, enter, upright, recover, separate, lift, move, and transport automobiles, motorcycles, sport utility vehicles, pick-up trucks, recreational vehicles, motor homes, buses, commercial trucks, truck tractors, semi-trailers, and combination trailers;
(B) Tow units capable of sling, wheel lift, boom, and rollback towing of vehicles that are:
(1) Three or more axles;
(2) A combination of commercial trailers;
(3) "Oversize," as defined in the California Vehicle Code Sections 35000 to 35414, inclusive;

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(4) A gross weight, laden or unladen, of 18,000 pounds or more; (5) In a collision or overturned; or
(6) In an embankment, off road area, or underground structure; (C) The following number of tow units which conform to the California Highway Patrol's Classification ("CHP Class") for the gross vehicle weight rating ("GVWR") of a truck chassis 1:
(1) A minimum of one (1) flatbed car carrier (Class A or Class B); and (2) A minimum of four (4) light-medium duty tow trucks, consisting of:
(a) At least one (1) light duty tow truck (Class A); and (b) At least one (1) medium duty tow truck (Class B); and (3) Two (2) additional tow trucks, whether (Class A), or (Class B), or both; and
(4) A minimum of one (1):
(a) Heavy Duty tow truck (Class C); or
(b) Super Heavy Duty tow truck (Class D);
(D) Tow units which have a manufacturer's date of:
(I) January 1, 2005, or later for (Class A) and (Class B); and
(2) January 1, 2000, or later for (Class C) and (Class D); (E) A minimum of one (1) lowboy tractor trailer; and
(F) An air cushion recovery system.

19.2 Contractor shall not use or substitute one or more flatbed carriers in place of the minimum number of light duty tow trucks (Class A) and medium duty tow trucks (Class B).
1 GVWR (Lbs.) CHP Class
Minimum 14,000 A
Minimum 33,000 B
Minimum 52,000 C
Minimum 54,000 D
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19.3 If Contractor does not have the minimum number of Heavy Duty towing tow trucks (Class C), or Super Heavy Duty towing tow trucks (Class D), and if Contractor has obtained the Chief of Police's or a designee's written authorization, Contractor may use the services of another company or firm who has those tow units. However, the subcontractor shall agree in writing to accept, perform, and comply with this Agreement's terms, conditions, requirements, and minimum performance standards when it provides Heavy Duty (Class C) towing services, Super Heavy Duty (Class D) towing services, or both. • Fleet Requirements: Meets or exceeds required vehicles for type and age • Equipment Requirements: Meets or exceeds required individual equipment • Signage: Fleet is mark as required
• Licensing: Fleet is licensed as required
General Comments:

Site Visit (Draft Agreement Section 19.4 below):

19.4 Contractor's tow trucks must carry all of the following equipment:
(A) First aid kit;
(B) Two (2) traffic safety vests;
(C) Fire extinguisher (Approved 4-B, Crating or better); (D) Flashlight;
(E) Five (5) reflective triangles;
(F) Two (2) ton floor jack;
(G) Compressed air tank;
(H) Slim Jim or similar device for unlocking vehicles;
(I) Pry bar and wrecking bar (large pry bar);
(J) Sledge;
(K) Bolt cutter;

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(L)
(M)
(N)
(0)
(P)
(Q)
(R)
(S)
(T)
(U)
Prior Experience
Safety chains;
Battery booster and cables;
Extension brake and tail lamps;
Equivalent of six (6) thirty (30) minute flares;
Five ( 5) gallon covered trash can with absorbent;
Five (5) gallon water container;
Five (5) gallon gas container;
Broom;
Shovel; and
Shop rags or paper towels.

IV. PRIOR EXPERIENCE
(15 Points)
• Towing Capabilities / Responsiveness to Service Calls • Operated Similar Towing Business Elsewhere
• Dismantle or Salvage Operation
• Experience with Other Public Agencies
• Changes in Size and Volume of Operation
• Lien Sale Experience
• Other Business Experience
Score 1-15 ---

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General Comments:

Site Visit:

V. REFERENCES
(5 Points)
RFP Response Attachments (PF:44-46)
General Comments:

Site Visit:

RFP Attachments (PF:29)
General Comments:

Site Visit:

VI. FINANCIAL VIABILITY
(10 Points)
Score 1-5 ---
Score 1-10 ---

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INTERVIEW
I. QUALIFICATIONS OF PERSONNEL AND MANAGEMENT
II. SERVICE REQIDREMENTS
III. FACILITY AND EQUIPMENT REQUIREMENTS
IV. PRIOR EXPERIENCE
V. REFERENCES
VI. FINANCIAL VIABILITY

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TOW RFP SCORING SHEET ‐ 2025
Category Maximum CV Gay's Mid‐Valley Monterey

1. Management 5 3 5 5 4

2. Employee Safety,
Training & Management 535 5 4

3. Drivers, Dispatchers and
Other Employees 10 7 10 10 9

1. Business Plan 5 3 5 5 5

2. Customer Service
complaints & damage claim
procedures
523 5 5

3. Customer Service
Inquiries 10 5 10 7 8

1. Civil Suits / Claims 5 3 5 5 4

1. Office Area 7 5 7 7 7

2. Storage 5 5 5 5 5

3. Police Holds 5 5 5 5 5

4. Trucks 8 6 8 8 7
IV. PRIOR EXPERIENCE
(15 Points)
Prior Experience 15 11 15 15 15
V. REFERENCES
(5 Points)
RFP Response Attachments
(PF:44‐46) 525 5 5
VI. FINANCIAL

VIABILITY
(10 Points)
RFP Attachments (PF:29) 10 5 10 10 10
Total 100 65 98 97 93
I. QUALIFICATIONS OF
PERSONNEL AND

MANAGEMENT
(20 Points)
II. SERVICE

REQUIREMENTS
(25 Points)
III. FACILITY &

EQUIPMENT

REQUIREMENTS
(25 Points)
EXHIBIT 2
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EXHIBIT 3
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370 of 394

371 of 394

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8b

CITY OF GLENDALE, CALIFORNIA

REPORT TO THE CITY COUNCIL

AGENDA ITEM
Report: Glendale Water & Power (GWP) Annual Authority for the Purchase or Sale of Energy Commodities and Services.

1. Resolution approving renewal of annual authorization for the City Manager or General Manager of GWP, 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.

COUNCIL ACTION
Item Type: Action Item
Approved for June 3, 2025 calendar

EXECUTIVE SUMMARY
Dispensing with competitive bidding and timely contract approvals, by the City Manager or General Manager of GWP, or their designee, are necessary to participate in the energy market. GWP participates in this market to ensure reliable and cost-effective power is procured to serve commercial and residential customers. The price and availability of energy, related commodities, and services are in constant fluctuation until approved contracts are in place. The term of these contracts can range in duration from the next hour up to five years in term.

RECOMMENDATION
Adopt a Resolution dispensing with competitive bidding and renewing the annual authorization for the City Manager or General Manager of GWP to enter into contracts for the purchase, sale, storage, scheduling, and transmission of energy commodities and services including renewable and environmental commodities and participation in related markets and auctions, and including the transfer of initiating and clearing brokers services for the use of financial instruments to stabilize prices, for terms not to exceed five years in duration.

ANALYSIS
On June 25, 2024, the City Council approved Resolution 24-116 dispensing with competitive bidding and renewing the annual authorization for City Manager and GWP General Manager, or their designee, to enter into GWP contracts for the purchase, sale, storage, scheduling, and transmission of energy commodities and services including renewable and environmental commodities and participation in related markets and auctions, and including the use of financial instruments to stabilize prices, for terms not to exceed five years in duration.
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For many years, it has been necessary to make immediate decisions to buy or sell power, natural gas, environmental commodities, and related services. Power, natural gas, and environmental commodities are bought and sold through bilateral agreements—either directly, via brokerage firms under brokerage service agreements, or through online exchanges regulated by the United States Commodity Futures Trading Commission (CFTC). Transactions involving renewable energy, carbon, and emission products are regulated by the State of California. It is not the industry practice to solicit bids using the City’s standard bidding process, since GWP often relies on sole source procurement to ensure timely and compliant execution. Transactions are verbally executed and agreed to on an hourly basis or through confirmation letters that are executed and signed within days of the verbal agreements. To meet the City’s operational and regulatory needs, the City Manager or General Manager of GWP, or their designee, need to be able to promptly approve these contracts without a lengthy process that would bring each transaction to the City Council.

In addition, the City Council has added the authority to use financial instruments, such as futures and forwards contracts, swaps, and options under International Swap and Derivatives Association (“ISDA”) Master Agreements and confirmations pursuant to such ISDA Master Agreements, with the City Manager’s authorization, to assist the City in stabilizing energy prices. GWP also utilizes initiating and clearing brokerage accounts at StoneX Group, for financial transactions with Intercontinental Exchange, Inc. (ICE) and CME Group. GWP must comply with the state-mandated renewable portfolio standard and greenhouse gas reduction targets. Accordingly, energy portfolio activities have been expanded to include renewable, carbon, and emission commodities and include participation in trading markets and auctions established by the state. Furthermore, GWP is a Scheduling Coordinator in California ISO and is authorized to transact in the Day-ahead and Real-time markets. GWP employs the services of ConocoPhillips to manage all natural gas nominations, scheduling, imbalances, and optimize pipeline capacities.

The City Council may dispense with competitive bidding where it finds that it is in the City’s best interest to do so. For the foregoing reasons, it is in the City’s best interest to dispense with competitive bidding, and renew the annual authorization for the City Manager or General Manager of GWP, or their designee, to enter into GWP contracts for the purchase, sale, storage, scheduling, and transmission of energy commodities and services (natural gas or electric power), including renewable and environmental commodities and participation in related markets and auctions, and including the transfer of initiating and clearing brokers services for the use of financial instruments to stabilize prices, for terms not to exceed five years in duration. This will enable the City and GWP to maintain energy cost stability, to provide additional flexibility in managing its energy portfolio, to meet state renewable and greenhouse gas reduction mandates, and to reduce risks associated with such transactions.

Outlined in the proposed Fiscal Year 2025-26 budget, the funds required to provide reliable and cost-effective energy and comply with state regulations total $149,016,000.

STAKEHOLDERS/OUTREACH
Non-applicable.
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FISCAL IMPACT
GWP’s proposed budget for Fiscal Year 2025-26 includes line-item accounts for Purchased Power, Fuel - Natural Gas, Carbon Allowances, and Renewable Energy Credits in the amount of $149,016,000, and is detailed as follows:

Proposed FY 2025-26 Appropriation
Amount Account String Funding Source
$30,784,000 GL: 45502-5820-GWP-4680-P0000 Electric Works Revenue Fund
$1,000,000 GL: 45502-5820-GWP-4680-P0000 Electric Works Revenue Fund
$190,000 GL: 45502-5820-GWP-4680-P0000 Electric Works
Revenue Fund
$117,042,000 GL: 45502-5820-GWP-4680-P0000 Electric Works Revenue Fund
Funding for future years will be requested as part of the annual budgetary process.

ENVIRONMENTAL REVIEW (CEQA/NEPA)
Not Applicable. The action herein is not a project as defined under the California Environmental Quality Act (CEQA) and as such not subject to CEQA.

CAMPAIGN DISCLOSURE
Not Applicable.

ALTERNATIVES TO STAFF RECOMMENDATION
1) Choose not to approve the annual renewal of the resolution to dispense with competitive bidding, and not authorize the City Manager or General Manager of GWP 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. City Council may require competitive bidding for contracts for the purchase and sale of energy commodities and services. By requiring the competitive bidding process, the Council will put the City of Glendale at a disadvantage and prevent GWP from engaging in established commodities markets and will remove the ability to efficiently procure electric power and gas commodities and services.
2) Consider any other alternative not proposed by staff. 375 of 394

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ADMINISTRATIVE ACTION
Submitted by:

Scott K. Mellon, P.E., Acting General Manager - Glendale Water and Power Prepared by:

Ileana Cardenas, Power Planning Manager
Approved by:

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

EXHIBITS/ATTACHMENTS
Not Applicable.
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1 RESOLUTION NO. ________

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

CALIFORNIA, AUTHORIZING THE CITY MANAGER OR GENERAL MANAGER OR

THEIR DESIGNEES TO ENTER INTO CONTRACTS FOR THE PURCHASE OR SALE

OF ENERGY COMMODITIES AND SERVICES (NATURAL GAS OR ELECTRIC

ENERGY, INCLUDING RENEWABLE AND CARBON ATTRIBUTES AND THE

TRANSFER OF INITIATING AND CLEARING BROKER SERVICES) FOR A TERM

NOT TO EXCEED FIVE YEARS IN DURATION AND DISPENSING WITH

COMPETITIVE BIDDING
WHEREAS, on June 25, 2024, the City Council authorized the City Manager or his designee, or the Glendale Water & Power (GWP) General Manager or his designee, to arrange for the purchase, sale, storage and transmission of electric energy and fuels for electric generation, including renewable and carbon attributes, for terms not to exceed five years in duration, including the use of financial instruments to stabilize prices; and
WHEREAS, said authorization expires on June 30, 2025 and requires renewal annually; and
WHEREAS, the City and GWP have successfully implemented last year’s authorization through the Energy Risk Management Policy and Energy Trading Authority Policy to minimize fuel and power purchase costs.

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

Section 1. The Council hereby authorizes the City Manager or his designee, or the General Manager or his designee, to arrange by letter or contractual agreement, (i) the purchase, sale and transmission of electrical energy and capacity, ancillary services, electrical transmission and transmission capacity, and renewable and carbon attributes, on either a bundles or unbundled basis; (ii) trading in carbon markets, including the purchase and sale of Low Carbon Fuel Standard Credits; (iii) the purchase, sale, storage, scheduling and transportation of fuels for electrical generation and the transfer of initiating and clearing brokers services, between the City of Glendale and other parties for terms not to exceed five years in duration. Such contractual agreements may include financial instruments for the purpose of stabilizing prices. This authorization shall be in effect through June 30, 2026, and the General Manager of GWP shall bring this authorization back to the Council for reconsideration on an annual basis.

Section 2. The Council does hereby clarify that the term “financial instruments” in Section 1 above is intended and acknowledged to mean future contracts, options, and swaps under International Swaps and Derivatives Association (“ISDA”) Master Agreements or through a brokerage account, and related documents which will be used to hedge against price fluctuations in both the fuels for electric generation and electric energy markets.
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2 Section 3. The Council hereby finds that said transactions must be completed in a rapidly changing energy market and that it is not practical nor in the City’s best interest, to subject these transactions to the City of Glendale’s bidding requirements, and therefore the Council hereby dispenses with competitive bidding for these transactions.

Adopted by the Council of the City of Glendale on this ___ day of _________, 2025.
________________________________
Mayor
ATTEST:
_____________________________________
City Clerk
STATE OF CALIFORNIA ) SS.

COUNTY OF LOS ANGELES )
I, Suzie Abajian PhD, City Clerk of the City of Glendale, hereby certify that the foregoing Resolution No. _______________ was adopted by a majority vote of the Council of the City of Glendale, California, at a regular meeting held on the ______ day of ______________________, 2025, and that the same was adopted by the following vote:

Ayes:

Noes:

Absent:

Abstain:
________________________
City Clerk
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8c

CITY OF GLENDALE, CALIFORNIA

REPORT TO THE CITY COUNCIL

AGENDA ITEM
Report: Authorization to defer the Electric Rate adjustment scheduled for July 1, 2025, to November 1, 2025, and to distribute the 11.3% average adjustment over three years—5% effective November 1, 2025; 2.95% effective November 1, 2026; and 2.95% effective November 1, 2027.

1. Resolution to defer the July 1st Electric Rate adjustment to November 1st and to adjust and redistribute the 11.3% average adjustment as follows: 5% effective November 1, 2025; 2.95% effective November 1, 2026; and 2.95% effective November 1, 2027 and directing staff to return in advance of November 1, 2025 with an Ordinance with updated rates reflecting the herein authorized rate adjustment and redistribution.

COUNCIL ACTION
Item Type: Action Item
Approved for June 3, 2025 calendar

EXECUTIVE SUMMARY
In November 2023, City Council approved a five-year Cost of Service Analysis (COSA) for Glendale Water and Power (GWP). The average rate adjustments approved were

14.8% effective January 1, 2024; 11.3% effective July 1, 2024; and 11.3% effective July 1, 2025; no rate adjustments were proposed for the final two fiscal years covered within the COSA period.

Understanding that the rate adjustments to date have had a significant impact on customers’ utility bills, GWP is making every effort to mitigate the impact of the final rate adjustment within the five-year COSA period. After a careful analysis of cash balances, reserves, and projected revenues from non-rate sources—such as sales to other agencies and interest income—GWP staff recommends deferring the 11.3% rate adjustment scheduled for July 1, 2025, to November 1, 2025, and redistributing the

11.3% adjustment as follows: 5% effective November 1, 2025; 2.95% effective November 1, 2026; and 2.95% effective November 1, 2027 (percentage for outer years adjusted for compounding). This approach will shift the rate adjustments to occur after the peak customer usage season, reducing the near-term impacts to customer bills.

This shift will still allow for the Utility to recover the needed revenue programmed into operations and capital projects within the COSA timeframe.

Since the final rate adjustment covered by the COSA period is set to take effect on July 1, 2025, having the rate impacts by each customer class completed by this deadline is not feasible. Therefore, at this time, general system average rates are being presented.

The Utility’s COSA consultant, NewGen Strategies, is working on providing the rate 379 of 394

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changes by each customer class. Staff will be coming back to Council when that data is available, likely in August, to provide the rate impacts by each customer class.

RECOMMENDATION
Staff recommends that Council adopt the proposed deferral and adjustment and redistribution of the planned 11.3% average rate adjustment, originally scheduled to take effect on July 1, 2025, to November 1, 2025, November 1, 2026, and November 1, 2027. This deferral will provide relief to ratepayers during the hot summer months, when customer energy usage is customarily the highest, commonly generating the highest customer bills of the year. The proposed adjustment and redistribution will spread the adjustment over three years, reducing the financial impact on ratepayers by avoiding the single large rate adjustment. Instead of the approved 11.3% average adjustment, customers would experience smaller, more manageable adjustments over time. The revenue loss from the redistribution of the rate adjustment can be absorbed within the COSA due to higher revenues received and projected from interest income, sales to other agencies, and expenditure savings in purchased power.

With these proposed changes, the total revenue received and projected will continue to support the utility’s financial commitments. These include debt service payments, maintenance of required debt coverage ratios, and preservation of adequate days cash on hand.

If the City Council does not authorize the proposed rate deferral, adjustment and redistribution, the currently scheduled 11.3% average electric rate adjustment—set to take effect on July 1, 2025—will remain in place. If the City Council does authorize the proposed rate deferral and redistribution, GWP staff will return to City Council in advance of the November 1, 2025 deferral expiration date to present updated rates to reflect the authorized redistribution from 11.3%, 0%, 0% to 5%, 2.95%, 2.95%.

ANALYSIS
On November 14, 2023, the City Council approved a five-year Cost of Service Analysis (COSA) for Glendale Water and Power (GWP), covering fiscal years 2024 through 2028. Although the COSA spans five years, the Council authorized electric rate adjustments to be implemented over a three-year period, with average adjustments of

14.8%, 11.3%, and 11.3%, effective January 1, 2024, July 1, 2024, and July 1, 2025, respectively. The rate adjustments are intended to fund the Grayson Repowering Project, as well as provide partial funding for the Scholl Canyon Biogas Renewable Generation Project, City solar projects, Glendale’s commitment to building and fleet electrification, and to cover the general increase in the costs of wholesale purchased power, renewable energy projects, and fuel. As a majority of the financial commitments for these capital projects occurred during the first three years of the COSA, and as it was necessary to issue bonds to cover those project costs, it was also necessary to incur a majority of the rate adjustments to align with bond covenants.

GWP is proposing to defer, adjust and redistribute the 11.3% adjustment originally scheduled for July 1, 2025. Under this proposal, a 5% adjustment would take effect on November 1, 2025, followed by additional average adjustments of 2.95% on November 1, 2026, and November 1, 2027.
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FY 2026FY 2027FY 2028Total Compounded Rate Impact/ChangeS ytem-wide Base R ate ChangesOriginally Adopted 11.30% 0.00% 0.00% 11.3%Proposed / Adjusted 5.00% 2.95% 2.95% 11.3% R etail R ate R evenuesProjected with Originally Adopted 325,016,450 $ 328,902,696 $ 332,722,360 $ R edistribution:Cost of R edistribution (18,028,929) $ (9,286,645) $ (37,940) $ (27,353,514) $ R evised R evenue Projection:306,987,521 $ 319,616,051 $ 332,684,421 $ Deferral:Cost of Deferral to November 1(6,189,195) $ (3,769,220) $ (3,880,411) $ (13,838,826) $ T otal Annual Impact of Proposed Changes(24,218,124) $ (13,055,865) $ (3,918,351) $ (41,192,340) $ R evised R evenue Projection:300,798,326 $ 315,846,831 $ 328,804,010 $ The deferment and redistribution of the average 11.3% rate adjustment will reduce projected retail revenues by approximately $ 24.2 million in fiscal year 2026, $13.1 million in fiscal year 2027, and $3.9 million in fiscal year 2028, compared to the original revenue estimates in the 2023 Cost of Service Analysis. The Electric Fund can absorb the impact of these changes in revenues for the following reasons:
The actual revenues realized and projected for sales to other agencies, interest income, and carbon emissions are now projected higher than originally forecasted
The actual expenses realized and projected for purchased power and natural gas are now anticipated to be lower than originally forecasted Delay in Capital expenditures on projects have led to higher than anticipated cash balances yielding higher interest revenue with invested cash The table below recaps the proposed rates and numerical impact on projected revenues from the proposed redistribution and deferral of the rate adjustments.

STAKEHOLDERS/OUTREACH
N/A

FISCAL IMPACT
The proposed deferral, adjustment and redistribution of the system average rates as outlined in the report are estimated to impact revenues within the three-year period by $41.2 million (loss). This loss of revenue can be absorbed within the existing COSA due to higher than forecasted revenues in non-rate revenues as well as savings in the expenditures related to Purchased Power.

ENVIRONMENTAL REVIEW
The action requested herein is ministerial and thus not a project for the purposes of California Environmental Quality Act; therefore CEQA does not apply. 381 of 394

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CAMPAIGN DISCLOSURE
Not Applicable.

ALTERNATIVES
Alternative 1: Authorize staff to defer the Electric Rate adjustment scheduled for July 1, 2025, to November 1, 2025, and to adjust and distribute the 11.3% average adjustment over three years—5% effective November 1, 2025;

2.95% effective November 1, 2026; and 2.95% effective November 1, 2027
Alternative 2: Not Authorize staff to defer the Electric Rate adjustment scheduled for July 1, 2025, to November 1, 2025, and to distribute the 11.3% average adjustment over three years—5% effective November 1, 2025; 2.95% effective November 1, 2026; and 2.95% effective November 1, 2027

ADMINISTRATIVE ACTION
Submitted by:

Scott K. Mellon, P.E. Acting General Manager - Glendale Water & Power Prepared by:

Adrine Isayan, Assistant General Manager – Finance & Risk Management Vanik Darabedian, Sr. Utility Financial Analyst
Approved by:

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

EXHIBITS / ATTACHMENTS
None
382 of 394

1 RESOLUTION NO. ________

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GLENDALE, CALIFORNIA DEFERRING THE IMPLEMENTATION OF JULY 1, 2025 ELECTRIC RATE INCREASES SET FORTH IN ORDINANCE NO. 6106 AND LATER AMENDED BY ORDINANCE NO. 6025 UNTIL NOVEMBER 1, 2025 AND DIRECTING STAFF TO PREPARE AN ORDINANCE TO ADJUST AND REDISTRIBUTE THE 11.3% AVERAGE ADJUSTMENT OVER THREE YEARS — 5% EFFECTIVE NOVEMBER 1, 2025; 2.95% EFFECTIVE NOVEMBER 1, 2026; AND 2.95% EFFECTIVE NOVEMBER 1, 2027

WHEREAS, the City of Glendale (“City”), through the Glendale Water & Power Department (“GWP”), operates a municipal utility for the distribution of electrical energy to the residents of the City; and
WHEREAS, on November 28, 2023, the City Council adopted Ordinance No. 6106 establishing GWP electric rates and charges for a five-year period from Fiscal Year 2023-2024 through Fiscal Year 2027-2028 with system-wide average annual rate increases of 14.8%, 11.3%, 11.3%, 0% and 0%; and
WHEREAS, on April 2, 2024, the City Council adopted Ordinance No. 6025 which amended Ordinance No. 6106 relating to the implementation of the standby rates for medium and large business customers which would provide needed benefits and cost savings to said customers through a monthly peak demand versus a ratcheted 12- month peak demand; and
WHEREAS, the rate adjustments to date have had a significant impact on customers’ utility bills; and
WHEREAS, after a careful analysis of cash balances, reserves, and projected revenues from non-rate sources—such as sales to other agencies and interest income— GWP staff recommends deferring the 11.3% rate adjustment scheduled for July 1, 2025, to November 1, 2025, and adjusting and redistributing the 11.3% adjustment as follows:
5% effective November 1, 2025; 2.95% effective November 1, 2026; and 2.95% effective November 1, 2027 (percentage for outer years adjusted for compounding), as further explained in the Report Dated June 3, 2025 by the Acting General Manager of GWP; and
WHEREAS, the recommended adjustment and redistribution will shift the rate adjustments to occur after the peak customer usage season, reducing the near-term impacts to customer bills, while still allowing for the utility to recover the needed revenue programmed into operations and capital projects within the Cost of Service Analysis (COSA) timeframe; and
WHEREAS, for the reasons set forth above and in the Report Dated June 3, 2025 by the Acting General Manager of GWP, the City Council has determined that it is in the City’s best interest to defer the implementation of the electric rate increase scheduled to commence on July 1, 2025, until November 1, 2025 and direct GWP staff to return to the City Council in advance of the November 1, 2025 deferral expiration date 383 of 394

2 to present an Ordinance with updated rates to reflect the authorized adjustment and redistribution from 11.3%, 0%, 0% to 5%, 2.95%, 2.95 %.

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

SECTION 1. The City Council hereby defers the implementation of the electric rate increase scheduled to commence on July 1, 2025, until November 1, 2025.

SECTION 2. The City Council authorizes GWP staff to adjust and redistribute the 11.3% adjustment originally scheduled for July 1, 2025 as follows a 5% adjustment to take effect on November 1, 2025, followed by additional average adjustments of

2.95% on November 1, 2026, and November 1, 2027.

SECTION 3. The City Council directs GWP staff to return to Council in advance of the November 1, 2025 deferral expiration date to present an Ordinance with updated rates to reflect the authorized adjustment and redistribution from 11.3%, 0%, 0% to 5%,

2.95%, 2.95 %.

SECTION 4. Severability. If any Section, subsection, clause, phrase, sentence or word of this Resolution or the application thereof to any person or circumstance is for any reason held invalid, the validity of the remainder of the Resolution or the application of such provision to other persons or circumstances shall not be affected thereby and shall not affect any other Section, subsection, clause, phrase, sentence or word of the Resolution that can be given effect without the invalid Section, subsection, clause, phrases, sentence, or word of this Resolution. The City Council hereby declares that it would have passed this Resolution and each Section, subsection, clause phrase, sentence and word hereof, irrespective of the fact that one or more Sections, subsection, clauses, phrases, sentences or words or the application hereof to any person or circumstance is held invalid.

Adopted by the Council of the City of Glendale on this ___ day of _________, 2025.
________________________________
Mayor
ATTEST:
_____________________________________
City Clerk
384 of 394

4 STATE OF CALIFORNIA ) SS.

COUNTY OF LOS ANGELES )
I, Suzie Abajian PhD., City Clerk of the City of Glendale, hereby certify that the foregoing Resolution No. _______________ was adopted by a majority vote of the Council of the City of Glendale, California, at a regular meeting held on the ______ day of ______________________, 2025, and that the same was adopted by the following vote:

Ayes:

Noes:

Absent:

Abstain:
________________________
City Clerk
385 of 394

8d 25-88082
Item Type: Action Item
Approved forMay 20, 2025 calendar

AGENDA ITEM

CITY OF GLENDALE, CALIFORNIA

REPORT TO THE CITY COUNCIL
Report: GlendaleOUT Pride in the Park Sponsorship Request

1. Motion Approving a sponsorship request of up to $5,000 for the GlendaleOUT Pride in the Park event with Glendale Arts as the fiscal sponsor.

2. Resolution of Appropriation.

COUNCIL ACTION

EXECUTIVE SUMMARY
The City Council is considering a sponsorship request of up to $5,000 for the 2025 GlendaleOUT Pride in the Park (4th Annual Queer Family Picnic), scheduled to take place on Saturday, June 7, 2025 at Adams Square Mini Park, with Glendale Arts as the fiscal sponsor.
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2 RECOMMENDATION
That the Council consider and provide direction on a sponsorship request of up to $5,000 to support the GlendaleOUT 2025 Pride in the Park event, with Glendale Arts as the fiscal sponsor.

ANALYSIS
Staff recommends the City Council consider and provide direction on a $5,000 sponsorship request for the GlendaleOUT 2025 Annual Pride in the Park event, scheduled to take place on Saturday, June 7, 2025 in Adams Square Mini Park, with Glendale Arts as the fiscal sponsor. The event is free and open to the public, and provides food, activities and entertainment for the community. GlendaleOUT is a grassroots organization working with Glendale Arts as the fiscal sponsor of the event. Glendale Arts is an established tax-exempt nonprofit 501(c)(3) organization under the Arts, Culture and Humanities category, and has previously and historically worked with the City of Glendale in organizing and executing community engagement and events, and has the not-for- profit and legal standing necessary to facilitate a financial contribution of the City of Glendale. Glendale Arts as the fiscal sponsor will manage the sponsorship amount of up to $5,000 of event costs on a reimbursable basis; if the event costs exceed or fall below $5,000 total, the City of Glendale will only pay the incurred amount, not to exceed $5,000.

STAKEHOLDERS/OUTREACH
Click or tap here to enter text.

FISCAL IMPACT
Sponsorship for the Pride in the Park event will cost up to $5,000, which was not included as part of the FY 2024-25 budget. Therefore, staff is requesting an appropriation of $5,000 from the General Fund undesignated fund balance. The appropriation request is outlined below:

Requesting Appropriation
Amount From (Account
String)
To (Account String) Funding Source
$5,000 25300-1010-000 43112-1010-MSD-
6504-P0000
General Fund

ENVIRONMENTAL REVIEW (CEQA/NEPA)
CEQA does not apply to projects where the lead agency determines "with certainty that there is no possibility that the activity in question may have a significant effect on the environment." CEQA Guidelines (14 Cal. Code Regs.) § 15061(b)(3). Here, the action involves approval of funding in support of a day at Adams Square Mini Park where food, activities and entertainment will be provided for the community. There is no possibility that the action to note and file this report may have a significant effect on the environment. 387 of 394

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3 CAMPAIGN DISCLOSURE
This item is exempt from campaign disclosure requirements. 388 of 394

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4 ALTERNATIVES TO STAFF RECOMMENDATION
1) Council may choose to not sponsor this event. 2) Council may consider any other alternative not proposed by staff.

ADMINISTRATIVE ACTION
Submitted by:

Roubik R. Golanian, City Manager
Prepared by:

Domenica Megerdichian, Assistant to the City Manager
Approved by:

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

EXHIBITS/ATTACHMENTS
Letter of Explanation & Fiscal Sponsorship Description- Glendale Arts 389 of 394

MOTION
Moved by Council Member _________________________________, seconded by Council Member _____________________________, that the City Council hereby approves a sponsorship request of up to $5,000 for the GlendaleOUT Pride in the Park event with Glendale Arts as the fiscal sponsor as described in the May 20, 2025 staff report from the City Manager.

Votes as follows:

Ayes:

Noes:

Absent:

Abstain:
_________________________
City Clerk
390 of 394

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Letter of Explanation & Fiscal Sponsorship Description
May 15, 2025
Dear Mayor Najarian and Glendale City Councilmembers,
On behalf of Glendale Arts, I am writing to explain what our role would be as the fiscal sponsor for glendaleOUT’s 4th Annual Queer Family Picnic in the Park, a beloved cultural celebration taking place on June 7, 2025. We are proud to support this inclusive, family- friendly event and to provide the organizational infrastructure necessary to ensure its continued success.

About Glendale Arts
Glendale Arts is a 501(c)(3) nonprofit organization dedicated to strengthening the community through arts and culture. Our mission is to power arts and culture, build community, inspire new ideas, and make connections that elevate the human experience.

Through innovative programming, including the Glendale International Film Festival, ace/121 Gallery exhibitions, and community-based events, Glendale Arts fosters belonging and engagement across diverse populations.

The Queer Family Picnic in the Park is an all-ages, all-inclusive event designed to bring together families, friends, and neighbors for a joyful afternoon of visibility, connection, and community celebration. Now in its fourth year, the picnic attracts a broad cross-section of Glendale residents as well as attendees from neighboring cities.

Our Fiscal Sponsorship Relationship with glendaleOUT
As glendaleOUT is not currently a 501(c)(3) organization, Glendale Arts is serving as the event’s fiscal sponsor. Fiscal sponsorship is a widely accepted and essential practice in the nonprofit sector. It allows grassroots initiatives like glendaleOUT as well as other organizations doing the work of nonprofits to access charitable funding, operate transparently, and direct more energy toward mission-driven work without the administrative burden of maintaining independent tax-exempt status. Since Glendale Arts acts as the host tax-exempt organization, we would retain discretion and control over the funds. Although Glendale Arts is responsible for reasonable oversight, we will not directly operate the project.

Our role as Fiscal Sponsor for this event includes:
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 Receiving and stewarding charitable contributions on behalf of glendaleOUT

 Disbursing funds for approved expenses related to the event

 Providing acknowledgment letters for tax-deductible donations

 Maintaining restricted fund accounting to ensure that glendaleOUT funds are not commingled with our general operations

 Ensuring transparency and accountability in the use of charitable funds We have a dedicated point of contact at glendaleOUT. All expenditures are approved by them and processed by Glendale Arts. This arrangement has been in place for prior glendaleOUT programming and has functioned successfully.

Since glendaleOUT is requesting a $5,000 sponsorship from the City of Glendale, we would administer the funds, such as the below, for this event only on their behalf:
 Permits and fees required for public event use

 Marketing and promotion to reach a wide, diverse audience

 Event supplies and activities

 Activations for guests, including a photo booth and craft tables

 Administrative fee to support Glendale Arts’ fiscal sponsorship services

This sponsorship helps glendaleOUT create a joyful, affirming experience for LGBTQIA+ families and allies, but also affirms the importance of cultural events that reflect and serve all members of our community.

Your support brings legitimacy and structure to a vital grassroots initiative, and ensures that the values of inclusion, celebration, and visibility are honored in Glendale.

Sincerely,

Nina Crowe, Chief Executive Officer
Glendale Arts

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4th Annual Queer Family Picnic in the Park
June 7, 2025 1-5 pm
Adams Square Mini Park

BUDGET / EXPENSES as per glendaleOUT

Equipment Rental Photo Booth $500.00
Power Source/Generator $500.00
Marketing $200.00
Supplies Craft Table Supplies $500.00
Decor $1,800.00
Event Ancillary Expenses Food $500.00
Opportunity Drawings $300.00
Permits & Licenses Adam’s Square Park $160.00
Food Vendor $100.00
Glendale Arts Fiscal
Sponsor Fee
$500.00

ESTIMATED TOTAL

EXPENSES
$5,360.00

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