Norton Rose Fulbright US LLP draft 05/23/25
297785354.4
NO
TICE INVITING BIDS
$[PAR AMOUNT]*
CITY OF GLENDALE, CALIFORNIA
Electric Revenue Bonds, 2025 Series
NOTICE IS HEREBY GIVEN that bids as described herein will be received by the Director of Finance of the City of Glendale, California (the “ City”), or his designee, for the purchase of all, but not less than all, of the City of Glendale, California Electric Revenue Bonds, 2025 Series (the “Bonds”), more particularly described herein.
The bids will be received in the form, in the manner and up to the time specified below (unless postponed or cancelled as described herein):
Date and Time: [___], 2025
[8:00] a.m., California time
Electronic Bids: Electronic proposals may be submitted through the BiDCOMP
TM/PARITY® electronic bid submission
system of Ipreo, at www.newissuehome.i-deal.com.
Ipreo will act as agent of the bidder and not of the
City in connection with the submission of bids, and
the City assumes no responsibility or liability for
bids submitted through Ipreo’s system. See
“Electronic Bidding” herein.
No Facsimile, Hand Delivery No facsimile, hand delivery or sealed bids will be or Sealed Bids: accepted.
No bid will be received after the applicable time specified above. To the extent any instructions or directions set forth in Ipreo conflict with this Notice Inviting Bids, the terms of this Notice Inviting Bids shall control. Further information about Ipreo, including qualification, registration, rules and any fee charged, may be obtained from Ipreo at (212) 849-5021.
Type of Bid Allowed
Subject to the bid requirements described in this Notice Inviting Bids, conforming bids for the Bonds may be submitted on only an “all-or-none” basis for all of the Bonds, and if such bid is accepted by the City, the bidder will be required to purchase all of the Bonds in accordance with such bid. All bids must be unconditional.
Receipt of Bids and Award of Bonds
Bids will be received in electronic form only and solely through the electronic bid submission system of Ipreo. The City reserves the right to reject any and all bids and to waive any irregularity or error in any bid. No bid may be withdrawn after the time set for the closing of bids. * P reliminary, subject to change.
EXHIBIT B
297785354.4
2 The bids will be received at the above time and date. The Director of Finance , or his designee, acting on behalf of the City, will take official action awarding the Bonds or rejecting all bids with respect to the Bonds not later than 2 hours after the time established for receipt of bids for the Bonds, unless such time period is waived by the winning bidder.
Purpose of the Bond Issues
The Bonds are being issued by the City to provide moneys for (i) paying the costs (a) to further develop and to construct the Grayson Repowering Project, consisting of natural gas - powered electric generating facilities that will replace certain portions of the City’s existing Grayson Power Plant, with a total capacity of approximately 56 megawatts (three reciprocating internal combustion engines rated at 18.6 megawatts each) and a 75 megawatt/300 megawatt-hour battery energy storage system, (b) of acquisiti on and construction of the Scholl Canyon Landfill Biogas Renewable Generation Project, consisting of the installation of four gas engine generators, along with a landfill gas cleanup system, and (c) of acquisition and construction of certain improvements t o the City’s electric public utility, such as 4 to 12kv feeder upgrades, solar generation facilities installed on city properties, substation improvements, meter upgrades, vault replacement and transmission and distribution improvements and pole replacements, including any necessary and appurtenant facilities and equipment relating thereto, all to be owned by the City, in each case including necessary and appurtenant facilities and equipment relating thereto, all to be owned by the City, (ii) to make a deposit to the Parity Reserve Fund under the Indenture of Trust (as defined below), and (iii) to pay the costs of issuance of the Bonds.
Authority for Issuance
The Bonds are authorized and will be issued pursuant to Article XXVI of the City Charter, an Ordinance adopted by the City Council of the City on [___] , 2025 (the “Ordinance”), and an Indenture of Trust, dated as of February 1, 2000, by and between the City and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “ Trustee”), as supplemented and amended, including as supplemented by an Eleventh Supplement to Indenture of Trust, to be dated as of August 1, 2025, relating to the Bonds (collectively, the “Indenture of Trust”).
Bidders are referred to the Indenture of Trust and the Preliminary Official Statement for definitions of terms and further information regarding the Bonds.
Security; Limited Obligations
The Bonds are an obligation solely payable from the Electric Works Revenue Fund of the City and certain other funds as provided in the Indenture of Trust. The Bonds are secured by a pledge of and lien upon Net Income of the Electric System and will be on a parity with any other obligations (including other revenue bonds) of the Electric System payable from Net Income of the Electric System issued from time to time pursuant to the terms of the Indenture of Trust.
The Bonds are being issued on a parity with any of the City’s Electric Revenue Bonds, 2016 Refunding Bonds (the “ 2016 Refunding Bonds ”), currently outstanding in the aggregate principal amount of $47,050,000, the City’s Electric Revenue Bonds, 2024 Bonds (the “2024 Bonds”), currently outstanding in the aggregate principal amount of $164,560,000, the City’s Electric Revenue Bonds, 2024 Refunding Bonds (the “ 2024 Refunding Bonds ”), currently 297785354.4
3 outstanding in the aggregate principal amount of $49,760,000 and the City’s Electric Revenue Bonds, 2024 Second Series (the “2024 Second Series Bonds ”), currently outstanding in the aggregate principal amount of $165,480,000. The 2016 Refunding Bonds , the 2024 Bonds , the 2024 Refunding Bonds and the 2024 Second Series Bonds are collectively referred to herein as the “Outstanding Bonds.” The City may issue additional bonds from time to time in accordance with the Indenture of Trust. See “ SECURITY AND SOURCES OF PAYMENT FOR THE BONDS - Additional Bonds” in the Preliminary Official Statement.
The City has covenanted in the Indenture of Trust that the rates to be charged for services furnished by the Electric System shall be fixed so as to provide Gross Revenues for each Fiscal Year at least sufficient to pay, as the same become due, the principal of and interest on the Bonds (and the Outstanding Bonds and any parity bonds hereafter issued) and the Parity Obligations for such Fiscal Year and all other obligations and indebtedness payable from the Electric Works Revenue Fund for such Fiscal Year (including the payment of any amounts owing to any provider of any surety bond, insurance policy or letter of credit with respect to the Bonds (and the Outstanding Bonds and any parity bonds hereafter issued) or any Parity Obligations, which amounts are payable from the Electric Works Revenue Fund) or from any fund derived therefrom, and also the Maintenance and Operating Expenses for such Fiscal Year, and shall be so fixed that the Net Income of the Electric System for each Fiscal Year shall be at least equal to 1.10 times the amount necessary to pay principal and interest (including mandatory sinking account redemption payments) as the same become due, on all Bonds (and the Outstanding Bonds and any parity bonds hereafter issued) and any Parity Obligations for such Fiscal Year. “Gross Revenues” pursuant to the Indenture of Trust means all revenues, charges, income and receipts derived by the Glendale Water and Power (the “Department”) from the operation of the Electric System or arising from the Electric System (including all revenues, charges, income and receipts received by the Department from the services, facilities and distribution of electric energy by the Department), including, but not limited to (i) income from investments and (ii) only for the purposes of determining compliance with the rate covenant in the Indenture, the amounts on deposit in any unrestricted funds of the Electric System designated by the City Council by resolution (or by approval of a budget of the Electric Works Revenue Fund providing for such transfer) and available for the purpose of paying Maintenance and Operating Expenses and/or Debt Service on the Bonds and/or any Parity Obligations then outstanding, but excepting therefrom all refundable charges and deposits to secure service.
The general fund of the City is not liable for the payment of any Bond, any premium thereon upon redemption prior to maturity or interest thereon, nor is the credit or taxing power of the City pledged for the payment of any Bond, any premium thereon upon redemption prior to maturity or interest thereon. The Owner of any Bond shall not have the right to compel the exercise of the taxing power by the City or the forfeiture of any of its property. The principal of and interest on the Bonds and any premium upon the redemption of any thereof prior to maturity are not a debt of the City nor a legal or equitable pledge, charge, lien or encumbrance upon any of its property or upon any of its income, receipts or revenues, except the Net Income and other funds that are pledged under the Indenture of Trust to the payment of the Bonds, interest thereon and any premium upon redemption. 297785354.4
4 Parity Reserve Fund
Pursuant to the Indenture of Trust, the City will maintain the Parity Reserve Fund in an amount equal to the Reserve Fund Requirement, less any moneys on deposit in an unrestricted fund or account of the Electric System as permitted in the definition of “ Reserve Fund Requirement.”
“Reserve Fund Requirement” is defined in the Indenture of Trust to mean, as of any date of determination and excluding therefrom any Bonds, Outstanding Bonds, any parity bonds hereafter issued or Parity Obligations for which no reserve fund is to be maintained or for which a separate reserve fund is to be maintained, the least of (a) ten percent (10%) of the issue price of the Bonds, Outstanding Bonds, any parity bonds hereafter issued and Parity Obligations to be secured by the Parity Reserve Fund as deter mined under the Internal Revenue Code of 1986 (the “Code”), (b) the maximum Annual Debt Service for the current or any subsequent year on all Bonds, Outstanding Bonds and Parity Obligations to be secured by the Parity Reserve Fund, or (c) one hundred twenty- five percent (125%) of the Average Annual Debt Service on all Bonds, Outstanding Bonds and Parity Obligations to be secured by the Parity Reserve Fund, all as computed and determined by the City; provided, that with respect to such least amount, up to fifty percent (50%) of such least amount may be held in any unrestricted fund or account of the Electric System that is not pledged to secure the payment of the Bonds, Outstanding Bonds and any Parity Obligations; provided further, that such requirement (or any portion thereof) may be provided by the City delivering to the Trustee for credit to the Parity Reserve Fund one or more policies of municipal bond insurance or surety bonds issued by a municipal bond insurer if the obligations insured by such insurer have ratings at the time of issuance of such policy or surety bond equal to “Aaa” assigned by Moody’s and “ AAA” assigned by Standard & Poor’s (and if such insurance company is rated by A.M. Best & Company, such insurance company is rated in the highest rating category by A.M. Best & Company) or by a letter of credit issued by a bank or other institution if the obligations issued by such bank or other institution have ratings at the time of issuance of such letter of credit equal to “Aa” or higher assigned by Moody’s or “ AA” or higher assigned by Standard & Poor’s.
At the time of issuance of the Bonds, the Reserve Fund Requirement will be satisfied to the maximum extent permitted in the definition of “ Reserve Fund Requirement,” which will be approximately $[____]
*.
The Parity Reserve Fund is pledged to, and shall be used solely for, the purpose of paying the principal of and interest on the Bonds (and the Outstanding Bonds and parity bonds hereafter issued) and any Parity Obligations secured by the Parity Reserve Fund in the event that money in the Parity Obligation Payment Fund or any comparable fund established for the payment of principal and interest on any Parity Obligations secured thereby is insufficient therefor, and for that purpose money shall be transferred from the Parity Reserve Fund to the Parity Obligation Payment Fund. Whenever money is transferred from the Parity Reserve Fund, an equal amount of money shall be transferred to the Parity Reserve Fund from the first available money in the Electric Works Revenue Fund (after the payment of Maintenance and Operating Expenses and
* Preliminary, subject to change.
297785354.4
5 after transfers to the Parity Obligation Payment Fund) if required to bring the balance on deposit in the Parity Reserve Fund up to the Reserve Fund Requirement.
Municipal Bond Insurance
The City will accept bids which are based upon the issuance of a municipal bond insurance policy for some or all of the maturities of the Bonds. However, bids shall not be conditioned upon the issuance of any such policy. The City makes no representation a s to whether the Bonds will qualify for municipal bond insurance. Payment of any insurance premium and satisfaction of any conditions to the issuance of a municipal bond insurance policy shall be the sole responsibility of the winning bidder. In particular , the City will neither amend nor supplement the Indenture of Trust in any way nor will it enter into any additional agreements with respect to the provision of any such policy. FAILURE OF THE INSURANCE PROVIDER TO ISSUE ITS POLICY SHALL
NOT CONSTITUTE CAUSE FOR A FAILURE OR REFUSAL BY THE WINNING BIDDER TO ACCEPT DELIVERY OF OR PAY FOR THE BONDS. The winning bidder must provide the City with the municipal bond insurance commitment and information with respect to the municipal bond insurance policy and the insurance provider for inclusion in the final Official Statement within two (2) business days following the award of the bid by the City. The City will require a certificate from the insurance provider in the form attached hereto as Appendix A on or prior to the date of delivery of the Bonds, as well as an opinion of counsel to the insurance provider regarding the enforceability of the municipal bond insurance policy and a tax certificate, each in form reasonably satisfactory to the City and the winning bidder.
If the successful bidder for the Bonds purchases a bond insurance policy, the City may require such successful bidder to furnish to the City and Bond Counsel a certificate in form and substance acceptable to Bond Counsel confirming that the present value of the premium for the insurance policy is less than the present value of the expected i nterest savings on the Bonds as a result of the insurance policy (for this purpose, present value is calculated using the yield on the Bonds, taking into account the insurance policy, as the discount rate).
Book-Entry Only
The Bonds will be issued as fully registered bonds and, when issued, will be initially registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). DTC will act as security depository for the Bonds. Individual purchases of the Bonds will be made in book-entry form only, in denominations of $5,000 principal amount or any integral multiple thereof. Payments of principal of, interest and premium, if any, on the Bonds will be paid by the Trustee to DTC, which is obligated in turn to remit such principal, premium, if any, and interest to its DTC Participants for subsequent disbursement to the beneficial owners of the Bonds.
Interest Payment Dates
The Bonds will be dated the Date of Delivery, and interest will be payable semiannually on each February 1 and August 1, commencing February 1, 2026. 297785354.4
6 Principal Amortization
The Bonds shall be subject to principal amortization through serial maturities (and, if applicable, as provided herein, term bonds) maturing on February 1 in the following years and amounts subject to the adjustments described herein:
February 1
Principal
Amount* February 1
Principal
Amount*
2026 $ 2041 $
2027 2042
2028 2043
2029 2044
2030 2045
2031 2046
2032 2047
2033 2048
2034 2049
2035 2050
2036 2051
2037 2052
2038 2053
2039 2054
2040 2055
* Preliminary, subject to adjustments as described herein. In addition, the City anticipates distributing an updated Maturity Schedule prior to the date scheduled for the receipt of bids, as described under “Adjustment of Principal Amounts and Amortization Schedule.” Adjustment of Principal Amounts and Amortization Schedule The principal amounts for the Bonds set forth in this Notice Inviting Bids reflect certain estimates of the City and its Municipal Advisor with respect to the likely interest rates of the winning bid and the net original issue premium contained in the winning bid. The principal amortization schedule (the “Maturity Schedule”) may be changed prior to the time bids are to be received and, if adjustments are made, bidders must bid on the basis of the adjusted schedule.
Potential bidders will be notified via Ipreo not later than 1:00 p.m. (California time) on the business day preceding the date then prescribed for the receipt of bids of any change to the Maturity Schedule for the Bonds to be utilized for the bidding process.
After selecting the winning bid, the principal amount of the Bonds and related amortization schedule may be adjusted by the City in $5,000 increments as necessary in the determination of the City’s Municipal Advisor to reflect the actual interest rates and any net original issue premium in the winning bid and to achieve the City’s debt structuring objectives. The City’s Municipal Advisor will attempt to ensure that the percentage net compensation to the winning bidder (i.e., the percentage resulting from d ividing (i) the aggregate difference between the offering price of the Bonds to the public and the price to be paid by the City, less any bond insurance premium to be paid by the winning bidder, by (ii) the principal amount of the Bonds) does not increase or decrease from what it would have been if no adjustment was made to the principal amounts shown
297785354.4
7 in the Maturity Schedule on which the bids are to be received. Any such adjustment will be communicated to the winning bidder within four hours after acceptance of the winning bid.
NO PURCHASER MAY WITHDRAW ANY BID OR CHANGE THE INTEREST
RATES IN ITS BID OR THE REOFFERING PRICES IN ITS ISSUE PRICE CERTIFICATE AS
A RESULT OF ANY CHANGE MADE TO THE PRINCIPAL PAYMENTS OF THE BONDS IN ACCORDANCE WITH THIS NOTICE INVITING BIDS. FURTHER, I F THE CITY
CHANGES THE MATURITY SCHEDULE FOR THE BONDS AFTER THE RECEIPT OF BIDS, THE UNDERWRITER’S DISCOUNT, EXPRESSED IN DOLLARS PER THOUSAND DOLLAR, WILL BE HELD CONSTANT. THE CITY WILL NOT BE RESPONSIBLE, IF AND TO THE EXTENT THAT, ANY ADJUSTMENT AFFECTS (i) THE NET COMPENSATION TO BE REALIZED BY THE PURC HASER OR (ii) THE TRUE INTEREST COST OF THE WINNING BID OR THE RANKING OF ANY BID RELATIVE TO OTHER BIDS.
Serial Bonds and/or Term Bonds; Mandatory Sinking Fund Redemption Bidders may elect to structure the issue to include term bonds, which term bonds, if selected by the winning bidder, will be subject to mandatory sinking fund redemption prior to maturity, in the years and amounts shown above (as same may be adjusted, as described above). If the Bonds are awarded to a bidder and no term bonds are designed in the winning bid, the Bonds will mature serially as shown in the preceding schedule (as same may be adjusted, as described above).
If the winning bidder designates principal amounts to be combined into one or more term bonds, each such term bond shall be subject to mandatory sinking fund redemption commencing on February 1 of the first year which has been combined to form such term bond and continuing on February 1 in each year thereafter until the stated maturity date of that term bond. The amount redeemed in any year shall be equal to the principal amount for such year set forth in the table above under “ Principal Amortization,” as adjusted in accordance with the provisions described above under “Adjustment of Principal Amounts and Amortization Schedule.” Bonds to be redeemed in any year by mandatory sinking fund redemption shall be redeemed in part at par and shall be selected by lot from among the Bonds of the applicable maturity then subject to sinking fund redemption. The City, at its option, may credit against any mandatory sinking fund redemption requirement term bonds of the maturity then subject to redemption which have been purchased and cancelled by the City or have been redeemed and not theretofore applied as a credit against any mandatory sinking fund redemption requirement.
Optional Redemption
The Bonds maturing on or prior to February 1, 2035 are not subject to redemption prior to maturity. The Bonds maturing on or after February 1, 2036 are subject to redemption prior to maturity, at the option of the City, as a whole or in part on February 1, 2035 or on any date thereafter, in any order of maturity as directed in writing by the City and by lot within a maturity, from funds derived by the City from any legal source, at a redemption price equal to 100% of the principal amount of the Bonds to be redeemed, together with accrued interest to the redemption date.
297785354.4
8 Notice of Redemption
Notice of redemption will be mailed, postage prepaid, to (i) the registered Owners of the Bonds and (ii) one or more information services, in each case at least 30 days but not more than 60 days prior to the redemption date. Notice of redemption will also be given by telecopy, certified, registered or overnight mail to certain securities depositories one day prior to the mailing of notice of redemption to the Owners and the information services. The actual receipt by the Owner of any Bond of notice of suc h redemption shall not be a condition precedent to the redemption, and failure to receive such notice shall not affect the validity of the proceedings for the redemption of such Bonds or the cessation of interest on the redemption date.
Trustee
The Bank of New York Mellon Trust Company, N.A., Los Angeles, California, is the Trustee for the payment of principal of, premium, if any, and interest on the Bonds and for the registration of the Bonds.
Legal Opinion
The legal opinion of Norton Rose Fulbright US LLP, Bond Counsel, will be furnished to the winning bidder at the time of delivery of the Bonds, without charge to the winning bidder.
Bidding Procedure; Confirmation of Bid
Only electronic bids submitted via Ipreo will be accepted. No other provider of electronic bidding services will be accepted. No bid delivered in person or by facsimile directly to the City will be accepted. Each electronic bid submitted via Ipreo for t he purchase of the Bonds shall be deemed an offer to purchase the Bonds in response to this Notice Inviting Bids, and shall be binding upon the bidder as if made by a signed, sealed bid delivered to the City. The successful bidder must confirm the details of such bid by a signed copy of Appendix B of this Notice Inviting Bids delivered by email to the City’s Municipal Advisor at [email protected] and [email protected] immediately after being notified by the City of being the winning bidder, the original of which must be received by the Director of Finance of the City, or his designee, on the following business day at the address shown on Appendix B of this Notice Inviting Bids. Failure to deliver this confirmation does not relieve the bidder of its obliga tion to complete the purchase of the Bonds.
Electronic Bidding
Electronic proposals must be submitted through Ipreo. If any provision of this Notice Inviting Bids conflicts with information provided by Ipreo, this Notice Inviting Bids shall control.
Each bidder will be solely responsible for making necessary arrange ments to access Ipreo for purposes of submitting its bid in a timely manner and in compliance with the requirements of this Notice Inviting Bids. The City will not have any duty or obligation to provide or assure access to Ipreo to any bidder, and the Cit y will not be responsible for proper operation of, or have any liability for, any delays, interruptions or damages caused by use of Ipreo or any incomplete, inaccurate or untimely bid submitted by any bidder through Ipreo. The City is permitting use of Ipreo as a communication mechanism, and not as an agent of the City, to facilitate the submission
297785354.4
9 of electronic bids for the Bonds. Ipreo is acting as an independent contractor, and is not acting for or on behalf of the City. The City is not responsible for ensuring or verifying bidder compliance with any procedures established by Ipreo. The City ma y regard the electronic transmission of a bid through Ipreo (including information regarding the purchase price for the Bonds or the interest rates for any maturity of the Bonds) as though the information were submitted and executed on the bidder’s behalf by a duly authorized signatory. The City is not bound by any advice of or determination by Ipreo to the effect that any particular bid complies with the terms of this Notice Inviting Bids. All costs and expenses incurred by prospective bidders in connecti on with their submission of bids through Ipreo are the sole responsibility of such bidders, and the City is not responsible for any such costs or expenses. Further information about Ipreo, including any fee charged to the bidder, may be obtained from Ipre o at (212) 849 -5021. The City assumes no responsibility or liability for bids submitted through Ipreo. Without limiting the foregoing, the City assumes no responsibility for any error contained in any bid submitted electronically or for failure of any bid to be transmitted , received or opened by the time for receiving bids, and each bidder expressly assumes the risk of any incomplete, illegible, untimely or nonconforming bid submitted by electronic transmission by such bidder, including, without limitation, by reason of garbled transmissions, mechanical failure, engaged telecommunications lines, or any other cause arising from submission by electronic transmission. The City shall be entitled to assume that any bid submitted Ipreo has been made by a duly authorized agent of the bidder.
All-or-None Bids Only
Bidders only may bid to purchase all maturities of the Bonds. See Appendix B hereto. No bid will be considered which does not offer to purchase all of the Bonds. Each bid must specify an annual rate of interest, a reoffering price and a reoffering yield for each maturity and a dollar purchase price for the entire issue of the Bonds.
Interest Rates and Minimum Purchase Price
Bidders must specify a rate of interest for each maturity of the Bonds. The rates of interest must be expressed in multiples of one -eighth (1/8) or one -twentieth (1/20) of one percent (1%), and no interest rate can exceed six percent (6.0%) per annum. All Bonds of the same maturity must bear the same rate of interest. A zero rate of interest cannot be named. The interest rate specified for any maturity of Bonds maturing February 1, 2036 and thereafter must be greater than or equal to 5.0%. No bid that contains a reoffering price for any single maturity of less than 100% of the par will be considered.
Bid Procedure and Basis of Award
Subject to the right reserved to the City to reject any or all bids, the Bonds will be sold to the bidder whose bid produces the lowest True Interest Cost for the City and otherwise complies with this Notice Inviting Bids. The True Interest Cost for the B onds will be determined by doubling the semi-annual interest rate, using a 360-day year, compounded semiannually, necessary to discount the semi-annual debt service payments from their respective payment dates to the dated date of the Bonds and to the aggr egate purchase price to be paid to the City. For the purpose of calculating the True Interest Cost, the principal amount of Bonds established for mandatory sinking fund redemption as part of a term bond shall be treated as a serial maturity in each year.
297785354.4
10 Pursuant to the Ordinance, the maximum interest rate on any maturity of Bonds shall not exceed six percent (6.0%) per annum.
Bid evaluations or rankings made by Parity are not binding on the City. If two or more bidders offer bids for the Bonds at the same lowest TIC, such bid first received by Ipreo prevails.
Bid Security and Delivery and Payment for Bonds
A bid security (good faith deposit) is required in the amount of $[____] for the Bonds. Bid security must be in the form of a wire transfer to the City as instructed by the Municipal Advisor, no later than 24 hours after the City has notified the successful bidder of the award. If not so received, the bid of the lowest bidder will be rej ected and the City may direct the second lowest bidder to submit a Good Faith Deposit and thereafter may award the sale of the Bonds to the same.
No interest on the bid security will accrue to the winning bidder. The bid security will be applied to the purchase price of the Bonds. If the winning bidder fails to purchase the Bonds, the bid security may be retained by the City.
The balance of the purchase price for the Bonds shall be paid in Federal Funds or equivalent immediately available funds. Notwithstanding the foregoing, should a winning bidder fail to pay for the Bonds awarded to it at the price and on the date agreed upon, the City retains the right to seek further compensation for damages sustained as a result.
Delivery of the Bonds is expected to occur on the Date of Delivery. The Bonds shall be delivered to the Trustee for deposit with DTC. Payment on the delivery date shall be made in an amount equal to the price bid for the Bonds awarded to the applicable bidder, less the amount of the bid security provided by such bidder.
Information Required from Winning Bidders
By making a bid for the Bonds, the winning bidder agrees (a) to provide to the City, in writing, immediately upon being unofficially awarded the Bonds, a written confirmation of the bid in the form set forth in Appendix B of this Notice Inviting Bids, which shall include the purchase price, reoffering yield(s), and other related information necessary for completion of the final Official Statement, (b) to disseminate to all members of the underwriting syndicate, if any, copies of the final Official Statement, (c) to promptly file a copy of the final Official Statement with Municipal Securities Rulemaking Board, and (d) to take any and all other actions necessary to comply with applicable Securities and Exchange Commission and Municipal Securities Rulemaking B oard rules governing the offering, sale and delivery of the Bonds to ultimate purchasers.
Establishment of Issue Price (Hold -the-Offering Price Rule Will Apply if Competitive Sale Requirements are Not Satisfied).
(a) The winning bidder shall assist the City in establishing the issue price of the Bonds and shall execute and deliver to the City by the closing date an issue price certificate substantially in the form set forth in Appendix C hereto setting forth the reasonably expected initial offering price to the public, together with the supporting pricing wires or equivalent communications, with such modifications as may be appropriate or necessary, in the reasonable judgment of the winning
297785354.4
11 bidder, the City and Bond Counsel. All actions to be taken by the City under this Notice Inviting Bids to establish the issue price of the Bonds may be taken on behalf of the City by the City’s Municipal Advisor identified herein and any notice or report to be provided to the City may be provided to the City’s Municipal Advisor.
(b) The City intends that the provisions of Treasury Regulation Section 1.148- 1(f)(3)(i) (defining “competitive sale” for purposes of establishing the issue price of the Bonds) will apply to the initial sale of the Bonds (the “competitive sale requirements”) because:
(1) the City shall disseminate this Notice Inviting Bids to potential underwriters in a manner that is reasonably designed to reach potential underwriters; (2) all bidders shall have an equal opportunity to bid; (3) the City may receive bids from at least three underwriters of municipal bonds who have established industry reputations for underwriting new issuances of municipal bonds; and
(4) the City anticipates awarding the sale of the Bonds to the applicable bidder who submits a firm offer to purchase the Bonds at the highest price (or lowest interest cost), as set forth in this Notice Inviting Bids.
Any bid submitted pursuant to this Notice Inviting Bids shall be considered a firm offer for the purchase of the Bonds, as specified in the bid.
(c) In the event that the competitive sale requirements for the Bonds are not satisfied, the City shall so advise the winning bidder. In such event, the City intends to treat the initial offering price to the public as of the sale date of each maturity of the Bonds as the issue price of that maturity (the “ hold-the-offering-price rule”). The City shall promptly advise the winning bidder, at or before the time of award of the Bonds, if the competitive sale requirements were not satisfied, in which case the hol d-the-offering-price rule shall apply to the Bonds. Bids will not be subject to cancellation in the event the competitive sale requirements are not satisfied, and the hold-the-offering-price rule thus applies to any maturity of the Bonds as to which less than 10% of the maturity was sold by the winning bidder to the public at a single price. Bidders should prepare their bids on the assumption that some or all maturities of the Bonds will be subject to the hold-the-offering-price rule in order to establish the issue price of each maturity of the Bonds.
In the event that the competitive sale requirements are not satisfied, the issue price certificate shall be modified as necessary in the reasonable judgment of Bond Counsel and the City.
(d) By submitting a bid, the winning bidder shall (i) confirm that the underwriters have offered or will offer the Bonds to the public on or before the date of award at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in the bid submitted by the winning bidder and (ii) agree, on behalf of the underwriters participating in the purchase of the Bonds, that the underwriters will neither offer nor sell unsold Bonds of any maturity to which the hold -the-offering-price rule applies to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
297785354.4
12 (1) the close of the fifth (5th) business day after the sale date; or (2) the date on which the underwriters have sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
Such winning bidder will advise the City promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. (e) The City acknowledges that, in making the representations set forth above, the winning bidder will rely on (i) the agreement of each underwriter to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its a greement to comply with the hold- the-offering-price rule, if applicable to the Bonds, as set forth in an agreement among underwriters and the related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold- the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event that an underwriter or dealer who is a member of the selling group is a party to a third- party distribution agreement that was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker -dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The City further acknowledges that each underwriter shall be solely liable for its fail ure to comply with its agreement regarding the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold- the-offering price rule, if applicable to the Bonds, and that no underwriter shall be liable for the failure of any other underwriter, or of any dealer who is a member of a selling group, or of any broker -dealer that is a party to a third - party distribution agreement to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule as applicable to the Bonds.
(f) By submitting a bid, each bidder confirms that:
(1) any agreement among underwriters, any selling group agreement and each third-party distribution agreement (to which the bidder is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will co ntain language obligating each underwriter, each dealer who is a member of the selling group, and each broker-dealer that is a party to such third-party distribution agreement, as applicable, to comply with the hold- the-offering-price rule, if applicable, if and for so long as directed by the winning bidder and as set forth in the related pricing wires,
(2) any agreement among underwriters or selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing
297785354.4
13 wires, contains or will contain language obligating each underwriter or dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a par ty to such third- party distribution agreement to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the winning bidder or the underwriter and as set forth in the related pricing wires.
(g) Sales of any Bonds to any person that is a related party to an underwriter shall not constitute sales to the public for purposes of this Notice Inviting Bids. Further, for purposes of this section of the Notice Inviting Bids:
(1) “maturity” means Bonds with the same credit and payment terms; Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities, (2) “public” means any person other than an underwriter or a related party, (3) “underwriter” means (A) any person that agrees pursuant to a written contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a writt en contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a third-party distribution agreement participating in t he initial sale of the Bonds to the public),
(4) a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and
(5) “sale date” means the date that the Bonds are awarded by the City to the winning bidder.
Preliminary and Final Official Statement
The City has approved a Preliminary Official Statement, dated [____] , 2025, which the City has “deemed final” for purposes of Rule 15c2-12 (the “Rule”) of the Securities and Exchange Commission, although subject to revision, amendment and completion in a final Official Statement
297785354.4
14 in conformity with such Rule. All bidders must review the Preliminary Official Statement (and any amendments or supplements thereto) prior to participating in the bidding.
Within seven (7) business days after the date of award of the Bonds, the winning bidder of the Bonds will be furnished with a reasonable number of copies (not to exceed 200) of the Official Statement, without charge. If the purchaser requests additional copies of the Official Statement within two (2) days after the award of the Bonds, the City will supply such requested additional copies of the Official Statement at the expense of the purchaser. The purchaser of the Bonds may elect to receive the Official Statement in electronic form.
Continuing Disclosure
To assist bidders in complying with the Rule, the City will undertake, pursuant to a Continuing Disclosure Agreement, to provide certain annual financial information and notices of the occurrence of certain enumerated events. A form of the Continuing Disc losure Agreement is set forth in the Preliminary Official Statement and will also be set forth in the final Official Statement. See “Continuing Disclosure” in the Preliminary Official Statement.
Certificate
The City will provide to the winning bidder of the Bonds a certificate, signed by a responsible officer, confirming that, at the time of the acceptance of its bid for the Bonds and at the time of delivery of the Bonds, the Preliminary Official Statement an d the final Official Statement (together with any amendments or supplements), respectively, did not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (with customary exceptions for certain information contained in the Official Statement).
Right of Rejection
The City reserves the right, in its discretion, to reject any and all bids, including any bids not conforming to this Notice Inviting Bids or not in the form of the Official Bid Form, and to waive any irregularity or informality in any bid.
Prompt Award
The City will award the Bonds or reject all bids not later than 24 hours after the expiration of the time herein prescribed for the receipt of proposals, unless such time of award is waived by the winning bidder.
California Debt and Investment Advisory Commission
The winning bidder will be required to pay any fees relating to the Bonds due to the California Debt and Investment Advisory Commission (“CDIAC”) under California law.
297785354.4
15 Blue Sky Laws
The winning bidder of the Bonds will be responsible for the payment of any fees for qualification of the Bonds for sale under the securities or “ Blue Sky” laws of any state. The winning bidder may not offer to sell, or solicit any offer to buy, Bonds in any jurisdiction where it is unlawful for such winning bidder to make such offer, solicitation or sale, and the winning bidder shall comply with the Blue S ky and other securities laws and regulations of the states and jurisdictions in which the winning bidder sells the Bonds. Bidders shall not offer to sell or solicit an offer to buy, nor shall the winning bidder sell any Bonds, in any jurisdiction where the Blue Sky or other securities laws and regulations of such jurisdiction require the payment of a fee prior to taking any such action if such fee has not been paid.
CUSIP Numbers
It is anticipated that CUSIP numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the winning bidder thereof to accept delivery of and pay for the Bonds in accordance herewith. The City’s Municipal Advisor shall apply for CUSIP numbers in a timely manner. All expenses for the assignment and printing of CUSIP numbers for the Bonds shall be paid by the successful bidder .
No Litigation
There is no litigation pending concerning the validity of the Bonds, the corporate existence of the City, or the title of the officers thereof to their respective offices, and the City will furnish to the winning bidder a no-litigation certificate certifying to the foregoing as of and at the time of the delivery of the Bonds.
Tax-Exempt Status
If after the date of this Notice Inviting Bids but prior to the delivery of the Bonds (i) the interest received by any private holder from bonds of the same type and character as the Bonds shall be declared to be taxable (either at the time of such declarat ion or at any future date) under any federal income tax laws, by the terms of such law or by ruling of a federal income tax authority or official which is followed by the Internal Revenue Service, or by decision of any federal court, or (ii) any federal i ncome tax law is enacted which will have a substantial adverse tax effect on owners of the Bonds as such owners, the winning bidder may, at its option, prior to the tender of the Bonds by the City, be relieved of its obligation to purchase the Bonds awarded to it and in such case the bid security provided by such bidder will be returned.
Modification, Postponement or Cancellation of Sale
The City reserves the right to modify, postpone or cancel the sale of the Bonds at or prior to the time bids are to be received with respect to the Bonds. Notice of such modification, postponement or cancellation will be given through Ipreo as soon as prac ticable following such modification, postponement or cancellation. If the sale is postponed, notice of a new sale date will be given through Ipreo prior to the time that bids are to be received. On any new sale date, any bidder may submit a bid for the pur chase of Bonds, which shall be in conformity in all respects
297785354.4
16 with the provisions of this Notice Inviting Bids except for the time or date and time of sale and any other changes announced through Ipreo.
Failure of any potential bidder to receive notice of modification, cancellation or postponement shall not affect the sufficiency of any such notice or affect the City’s right to take the action described herein. If a sale is postponed only, any subsequent bid submitted by a bidder with respect to such sale will supersede any prior bid made. If a sale is cancelled, all bids with respect to such sale will be deemed cancelled.
Right of Cancellation by Winning Bidder
The winning bidder of the Bonds shall have the right, at its option, to cancel its obligation to purchase the Bonds awarded to it if the City shall fail to execute the Bonds and tender the same for delivery within 60 days from the date of award thereof, and in such event such winning bidder shall be entitled to the return of its bid security.
Additional Information
This Notice Inviting Bids, the Preliminary Official Statement and the Official Bid Form may be obtained from Ipreo. Copies of the Ordinance and the Indenture of Trust (including the Eleventh Supplement to Indenture of Trust) will be furnished to any potential bidder upon request made to the City’s Municipal Advisor, Public Financial Management, Inc., Attention: Mike Berwanger, telephone: (213) 415-1624, or to the Director of Finance, 141 North Glendale Avenue, Room 346, Glendale, California 91206-4998, telephone: (818) 548-2085.
Date: [____], 2025
Director of Finance,
City of Glendale, California
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APPENDIX A
FORM OF CERTIFICATE OF BOND INSURER
CITY OF GLENDALE, CALIFORNIA
Electric Revenue Bonds, 2025 Series,
maturing February 1, 20__, February 1, 20__ and February 1, 20__ _______________, 2025
The undersigned, the duly authorized and acting _____________ of ______________ (the “Bond Insurer”), hereby certifies on behalf of the Bond Insurer as follows:
1. The statements contained in the Official Statement dated _____, 2025 (the “Official Statement”), relating to the above -captioned bonds (the “Bonds”) under the caption “BOND INSURANCE” and on the cover page thereof, insofar as such statements constitute descriptions or summaries of the Bond Insurer or municipal bond insurance policy (the “Policy”) of the Bond Insurer covering the Bonds, accurately reflect and fairly present the information set forth therein, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading; and
2. The form of Policy set forth in Appendix [__] of the Official Statement is a true and complete copy of the form of Policy.
[NAME OF BOND INSURER]
By: ___________________________________
Name: _________________________________
Title: __________________________________
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APPENDIX B
OFFICIAL BID FORM
[TO BE DELIVERED BY THE WINNING BIDDER]
CITY OF GLENDALE, CALIFORNIA
Electric Revenue Bonds, 2025 Series
_______________, 2025
City Council of the City
of Glendale, California
c/o Director of Finance
141 North Glendale Avenue
Room 346
Glendale, California 91206-4998
Ladies and Gentlemen:
Subject to the provisions of and in accordance with the terms of the Notice Inviting Bids, dated [____], 2025, of the City of Glendale, California (the “City”) for its above-referenced bonds (the “Bonds”), which Notice Inviting Bids is incorporated herein and hereby made a part hereof:
We hereby confirm that we have agreed to purchase all, but not less than all, of the $____________ aggregate principal amount of Bonds described in the Notice Inviting Bids and to pay therefor the amount of $____________ constituting _____% (which percent is not less than 100%) of the par amount of the Bonds. .
This offer is for the Bonds bearing interest at the rates and in the form of serial bonds and, if applicable, term bonds as follows:
Balance of page intentionally left blank.
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February 1
Principal
Amount*
Interest
Rate
Reoffering
Price
Reoffering
Yield
Term
Maturity
Date (Check
if
applicable.)
2026 $
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
2047
2048
2049
2050
2051
2052
2053
2054
2055
_________
* Aggregate principal amount and principal amortization amounts may be adjusted by the City as set forth in the Notice Inviting Bids.
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In the event the “competitive sale requirements” set forth in the Notice Inviting Bids are not met, we agree to comply with the hold-the-offering price rule described in the Notice Inviting Bids.
We acknowledge and agree that after we submit this proposal, the City may modify the aggregate principal amount of the Bonds and/or the principal amount of each maturity of the Bonds, subject to the limitations set forth in the Notice Inviting Bids.
We further acknowledge and agree that in the event that any adjustments are made to the principal amount of the Bonds, we will purchase all of the Bonds, taking into account such adjustments on the above specified terms of this bid for the Bonds.
As the winning bidder, we confirm that we have agreed to wire $ [____] to the City as provided in the Notice Inviting Bids, as security against the undersigned bidder’s failure to comply with the terms of the bid.
As the winning bidder, we confirm that we have agreed to immediately furnish the additional information described under the caption “Information Required from Winning Bidder “ in the Notice Inviting Bids. As the winning bidder, we will (1) within 30 minutes after being notified of the verbal award of the Bonds, advise the City of the initial public offering prices of the Bonds; and (2) prior to delivery of the Bonds furnish a certificate, acceptable to Bond Counsel, Norton Rose Fulbright US LLP, as to the “ issue price” of the Bonds in the form specified in the Notice Inviting Bids.
As the winning bidder, we confirm that we have agreed to provide to the City as soon as possible after the sale of the Bonds a complete list of syndicate members, if any, the actual allocation of the Bonds and the orders placed by the syndicate members, if any.
We have noted that payment of the purchase price of the Bonds is to be made in immediately available Federal Funds at the time of delivery of the Bonds.
If we have bid on behalf of a bidding syndicate, we represent that we have full and complete authority to submit the bid on behalf of our bidding syndicate and that the undersigned will serve as the lead manager for the group.
Only electronic copies of the final Official Statement for the Bonds will be provided to the winning bidder.
We further certify and declare under penalty of perjury under the laws of the State of California that our bid and this proposal are genuine and not a sham or collusive, nor made in the interest of or on behalf of any person not herein named, and that the bidder has not directly or indirectly induced or solicited any other bidder to put in a sham bid or any other person, firm or corporation to refrain from bidding, and that the bidder has not in any manner sought by collusion to secure for itself an advantage over any other bidder . Further, we did not consult with any other potential underwriter about this bid, and this bid was determined by us, independently, without regard to any other formal or informal agreement, if any, that we may have with the City (whether or not in connection with the sale and issuance of the Bonds).
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Respectfully submitted,
Name of Bidder
By:
Name and Title:
(Names of other syndicate account members, if any, are listed below.)
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SYNDICATE ACCOUNT MEMBERS
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APPENDIX C
[TO BE DELIVERED BY THE WINNING BIDDER]
$_________
CITY OF GLENDALE, CALIFORNIA
ELECTRIC REVENUE BONDS, 2025 SERIES
ISSUE PRICE CERTIFICATE
The undersigned, on behalf of ______________ (the “Purchaser”), hereby certifies as set forth below with respect to the sale of the above -captioned obligations (the “Bonds”) of the City of Glendale, California (the “City”).
1. Reasonably Expected Initial Offering Price.
(a) As of the Sale Date, the reasonably expected initial offering prices of the Bonds to the Public by the Purchaser are the prices listed in Schedule A (the “ Expected Offering Prices ”). The Expected Offering Prices are the prices for the Maturities of the Bonds used by the Purchaser in formulating its bid to purchase the Bonds. Attached as Schedule B is a true and correct copy of the bid provided by the Purchaser to purchase the Bonds.
(b) The Purchaser was not given the opportunity to review other bids prior to submitting its bid.
(c) The bid submitted by the Purchaser constituted a firm offer to purchase the Bonds.
2. Defined Terms.
(a) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities.
(b) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly.
(c) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is [_____], 2025. (d) Underwriter means (i) any person that agrees pursuant to a written contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a wri tten contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail or other third- party distribution agreement participating in the initial sale of the Bonds to the Public).
[Signature page follows]
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The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents the Purchaser’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the City with respect to certain of the representations set forth in the tax certificate with respect to the Bonds and wit h respect to compliance with the federal income tax rules affecting the Bonds, and by Norton Rose Fulbright US LLP in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the pr eparation of the Internal Revenue Service Form 8038- G, and other federal income tax advice that it may give to the City from time to time relating to the Bonds.
[PURCHASER]
By: ________________________________
Name:
Title:
Dated: ____________ __, 2025
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SCHEDULE A
EXPECTED OFFERING PRICES
(Attached)
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SCHEDULE B
COPY OF UNDERWRITER’S BID
(Attached)