CC_06032025_EXH. E (Preliminary Official Statement with Appendices - COG (Electric Revenue Bonds 2025 Series)

Norton Rose Fulbright US LLP draft 5/28/25
Electric Revenue Bonds 2025 Series
This Preliminary Official Statement and the information contained herein are subject to completion or amendment. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

PRELIMINARY OFFICIAL STATEMENT DATED [____], 2025
Ratings: Moody’s: [__]
Fitch: [__]
New Issue–Full Book-Entry (See “RATINGS” herein)
In the opinion of Norton Rose Fulbright US LLP, Los Angeles, California, Bond Counsel, under existing law, interest on the 2025 Series Bonds is exempt from personal income taxes of the State of California and, assuming compliance with the tax covenants described herein, intere st on the 2025 Series Bonds will be excludable from the gross income of the owners thereof for federal income tax purposes and will not be treated as an item of tax preference for purposes of the federal alternative minimum tax on individuals. See “TAX MATTERS” herein. $[PAR AMOUNT]*

CITY OF GLENDALE, CALIFORNIA
ELECTRIC REVENUE BONDS, 2025 SERIES
Dated: Date of Delivery Due: February 1, as shown on the inside cover The City of Glendale, California (the “City” or “Glendale”) is issuing its Electric Revenue Bonds, 2025 Series (the “2025 Series Bonds”) for the purpose of providing moneys for (i) paying the costs to further develop and to construct the Grayson Repower ing Project, paying the cost of the Scholl Canyon Landfill Biogas Renewable Generation Project and constructing certain other improvements to the City’s electric public utility, all as described herein, (ii) making a deposit to the Parity Reserve Fund under the Indenture of Trust (as defined below), and (iii)
paying the costs of issuance of the 2025 Series Bonds. See “THE PROJECTS” and “PLAN OF FINANCE” herei
n.

The 2025 Series Bonds are being issued pursuant to an Indenture of Trust, dated as of February 1, 2000, by and between the City and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented and amended, including as supplemented and amended by the Eleventh Supplement to Indenture of Trust, dated as of August 1, 2025, each by and between the City and the Trustee (collectively, the “Indenture of Trust”). The 2025 Series Bonds are being issued in fully registered form, and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, Ne w York (“DTC”). DTC will act as securities depository of the 2025 Series Bonds. Beneficial ownership interests in the 2025 Series Bonds may be purchased in book-entry form only in denominations of $5,000 principal amount or an y integral multiple thereof. Interest on the 2025 Series Bonds will be payable semiannually on February 1 and August 1 of each year, commencing February 1, 2026.

Payments of principal of and interest on the 2025 Series Bonds will be paid by the Trustee to DTC, which is obligated in turn to remit such principal and interest to its DTC Participants for subsequent disbursement to the beneficial owners of the 2025 Series Bonds.

The 2025 Series Bonds are subject to redemption prior to maturity as described herein. See “THE 2025 SERIES BONDS - Redemption” herein.

The 2025 Series Bonds are an obligation solely payable from the Electric Works Revenue Fund of the City and certain other funds as provided in the Indenture of Trust. The 2025 Series Bonds will be secured by a pledge of and lien upon Net Income of the Electric System on a parity with other obligations of the Electric System payable from Net Income of the Electric System and issued from time to time pursuant to the terms of the Indenture of Trust, including the City’s Electric Revenue Bonds, 2016 Refunding Series; Electric Revenue Bonds, 2024 Series; Electric Revenue Bonds, 2024 Refunding Series and Electric Revenue Bonds, 2024 Second Series, as described herein.

The general fund of the City is no t liable for the payment of any Bond (as defined herein, including any 2025 Series Bond) or interest thereon, nor is the credit or taxing power of the City pledged for the payment of any Bond or interest thereon. The Owner of any Bond shall not compel the exercise of the taxing power by the City or the forfeiture of any of its property. The prin cipal of and interest on the Bonds are not a debt of the City nor a legal or equitable pledge, charge, lien or encumbrance upon any of its property or upon any of its income, receipts or revenues, except the Net Income and cert ain other funds that are pledged pursuant to the Indenture of Trust to the payment of the Bonds and interest thereon.

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

EXHIBIT E

Electric Revenue Bonds 2025 Series

The 2025 Series Bonds are expected to be sold by competitive sale on [____], 2025, pursuant to the Notice Inviting Bids dated June [__], 2025. The 2025 Series Bonds are offered when, as and if delivered to and received by the Underwriter, subject to the approving opinion of Norton Rose Fulbright US LLP, Bond Counsel and Disclosure Counsel to the City. Certain legal matters will be passed upon for the City by the City Attorney of the City of Glendale.

PFM Financial Advisors LLC, Los Angeles, California, is serving as municipal advisor to the City in connection with the issuance of the 2025 Series Bonds. It is anticipated that the 2025 Series Bonds will be available for delivery through the book-entry facilities of DTC on or about [__________], 2025.

Date: __________, 2025

Electric Revenue Bonds 2025 Series

MATURITY SCHEDULE
$[PAR AMOUNT]*

CITY OF GLENDALE, CALIFORNIA
ELECTRIC REVENUE BONDS, 2025 SERIES
Maturity Date
(February 1)
Principal
Amount
Interest
Rate Yield Price
CUSIP
Number†
$ % %

$__________ ____% 2025 Series Term Bond maturing February 1, 20__ Yield ____% Price _____ CUSIP
† _____

$__________ ____% 2025 Series Term Bond maturing February 1, 20__ Yield ____% Price _____ CUSIP† _____

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

CUSIP numbers have been assigned by an independent company not affiliated with the City and are included solely for the convenience of the holders of the 2025 Series Bonds. The City is not responsible for the selection or use of these CUSIP numbers and no representation is made as to their correctness on the 2025 Series Bonds or as indicated above. The CUSIP number for a specific bond is subject to being changed after the issuance of the bonds as a result of various subsequent actions including, but not limited to, a refunding in whole or in part of such maturity or as a result of the procurement of secondary market portfolio insurance or other similar enhancement by investors that is applicable to all or a portion of such bonds.

Electric Revenue Bonds 2025 Series

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

This Official Statement is not to be construed as a contract with the purchasers of the 2025 Series Bonds. Statements contained in this Official Stat ement which involve estimates, forecasts or matters of opinion, whether or not expressly described herein, are intended solely as such and are not to be construed as representations of fact. In making an investment decision, investors must rely on their own examination of the City and the terms of the offering, including the merits and risks involved.

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

The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, their responsibilities to investors under the fe deral securities laws as applied to the facts and circumstances of this transaction, but the Underwrite r does not guarantee the accuracy or completeness of such information.

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

THE 2025 SERIES BONDS HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACT. THE INDENTURE HAS NOT BEEN QUALIFIED UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, IN RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACT.

This Official Statement, including any supplem ent or amendment hereto, is intended to be deposited with the Municipal Securities Rulemaking Board through the Electronic Municipal Marketplace Access (“EMMA”) website. The City maintains a website. However, the information presented therein is not part of this Official Statement and should not be relied upon in making investment decisions with respect to the 2025 Series Bonds. The references to internet websites in this Official Statement are shown for reference and convenience only; unless explicitly stated to the contrary, the information contained within the websites is not incorporated herein by reference and does not constitute part of this Official Statement.

Electric Revenue Bonds 2025 Series

CITY OF GLENDALE, CALIFORNIA

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

CITY OFFICIALS AND STAFF
Roubik Golanian, City Manager
Rafi Manoukian, City Treasurer
Michael J. Garcia, City Attorney
John Takhtalian, Assistant City Manager and Acting Director of Finance

GLENDALE WATER AND POWER COMMISSION
Alex Fay, President
Ted Flenigan, Member
Hrand Avanessian, Member
Zanku Armenian, Member
Varoojan Avedian, Member

UTILITY STAFF
Scott K. Mellon, P.E. Acting General Manager of Glendale Water and Power Daniel Scorza, Chief Assistant General Manager, Electric Adrine Isayan, Assistant General Manager, Utility Finance and Risk Management

BOND COUNSEL

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

MUNICIPAL ADVISOR
PFM Financial Advisors LLC
Los Angeles, California

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

Los Angeles, California

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Electric Revenue Bonds 2025 Series

TABLE OF CONTENTS
Page
INTRODUCTION ....................................................................................................................................... 1 Purpose ........................................................................................................................................... 1 Authority for Issuance ..................................................................................................................... 2 The City .......................................................................................................................................... 2 Security and Sources of Payment for the Bonds ............................................................................. 2 Option to Obtain Bond Insurance ................................................................................................... 3 Parity Bonds and Obligations ......................................................................................................... 3 Parity Reserve Fund ........................................................................................................................ 3 Rate Covenant ................................................................................................................................. 3 Continuing Disclosure ......................................................................................................... ........... 4 Other Matters .................................................................................................................................. 4 PLAN OF FINANCE ................................................................................................................................... 4 ESTIMATED SOURCES AND USES OF FUNDS ................................................................................... 5 ELECTRIC SYSTEM DEBT SERVICE REQUIREMENTS ..................................................................... 5 THE 2025 SERIES BONDS ........................................................................................................................ 5 General ........................................................................................................................................... 5 Redemption ..................................................................................................................................... 6 SECURITY AND SOURCES OF PAYMENT FOR THE BONDS ........................................................... 7 General ........................................................................................................................................... 7 Rate Covenant ................................................................................................................................. 8 Funds and Accounts; Electric Works Revenue Fund ...................................................................... 8 Parity Reserve Fund ........................................................................................................................ 9 Additional Bonds .......................................................................................................................... 10 Investment of Funds ...................................................................................................................... 11 Limitations on Remedies; Legislative and Other Changes ........................................................... 12 THE PROJECTS ........................................................................................................................................ 12 Grayson Repowering Project ........................................................................................................ 12 Scholl Canyon Landfill Biogas Renewable Generation Project ................................................... 13 Other Electric System Improvements ........................................................................................... 13 GLENDALE WATER AND POWER ...................................................................................................... 14 General Description ...................................................................................................................... 14 Management of the Department .................................................................................................... 14 Glendale Water and Power Governance ....................................................................................... 15 Employees of Glendale Water and Power .................................................................................... 16 Pension Plan .................................................................................................................................. 16 Post-Retirement Health Benefits ................................................................................................... 16 Insurance ....................................................................................................................................... 17 THE ELECTRIC SYSTEM ....................................................................................................................... 18 History and General ...................................................................................................................... 18 Principal Existing Facilities; Resources Generally ....................................................................... 18

TABLE OF CONTENTS
(continued)
Page

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Electric Revenue Bonds 2025 Series
Power Supply ................................................................................................................................ 20 Joint Powers Agency Resources/Remote Ownership Interests ..................................................... 21 Purchased Power ........................................................................................................................... 26 Fuel Supply ................................................................................................................................... 27 Existing Transmission Resources ................................................................................................. 29 Wholesale Transactions ................................................................................................................ 31 Interconnections and Distribution Facilities ................................................................................. 31 Electric Rates and Charges ........................................................................................................... 32 Customers, Energy Sales, Revenues and Demand ........................................................................ 35 Capital Requirements .................................................................................................................... 36 Transfers to the General Fund ....................................................................................................... 36 Indebtedness; Joint Powers Agency Obligations .......................................................................... 37 Historical and Projected Operating Results and Debt Service Coverage ..................................... 40 Wildfire Mitigation Measures ....................................................................................................... 42 Litigation ....................................................................................................................................... 43 CERTAIN RISK FACTORS ..................................................................................................................... 43 Bonds are Limited Obligations ..................................................................................................... 43 Limitations on Remedies .............................................................................................................. 44 Electric System Expenses and Collections ................................................................................... 44 Rate Regulation ............................................................................................................................. 44 Certain Factors Affecting the Electric Utility Industry ................................................................. 44 Proposition 218 and Proposition 26 .............................................................................................. 45 Future Initiatives ........................................................................................................................... 46 Loss of Tax Exemption ................................................................................................................. 46 Casualty Risk ................................................................................................................................ 46 Cybersecurity ................................................................................................................................ 47 Global Health Emergencies .......................................................................................................... 47 DEVELOPMENTS IN THE CALIFORNIA ENERGY MARKETS ....................................................... 48 State Legislation and Regulatory Proceedings .............................................................................. 48 Impact of California Energy Market Developments ..................................................................... 54 Federal Executive Order Regarding State Laws ........................................................................... 55 OTHER FACTORS AFFECTING THE ELECTRIC UTILITY INDUSTRY .......................................... 55 Federal Energy Legislation ........................................................................................................... 55 Federal Regulation of Transmission Access ................................................................................. 56 Federal Policy on Cybersecurity ................................................................................................... 57 Environmental Issues .................................................................................................................... 57 Changing Laws and Requirements Generally ............................................................................... 59 Other Factors ................................................................................................................................. 60

TABLE OF CONTENTS
(continued)
Page

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Electric Revenue Bonds 2025 Series
RATINGS .................................................................................................................................................. 61 MUNICIPAL ADVISOR ........................................................................................................................... 61 UNDERWRITING .................................................................................................................. .................. 61 CONTINUING DISCLOSURE ................................................................................................................. 62 TAX MATTERS ........................................................................................................................................ 62 LITIGATION ............................................................................................................................................. 64 ELECTRIC SYSTEM FINANCIAL STATEMENTS .............................................................................. 65 APPROVAL OF LEGAL PROCEEDINGS .............................................................................................. 65 EXECUTION AND DELIVERY .............................................................................................................. 66

APPENDIX A – THE CITY OF GLENDALE ................................................................................... A-1 APPENDIX B – AUDITED FINANCIAL STATEMENTS OF THE CITY’S ELECTRIC SYSTEM FOR THE FISCAL YEAR ENDED JUNE 30, 2024 .............................. B-1 APPENDIX C – BOOK-ENTRY SYSTEM ....................................................................................... C-1 APPENDIX D – SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE OF TRUST ..................................................................................................................... D-1 APPENDIX E – FORM OF CONTINUING DISCLOSURE AGREEMENT ................................... E-1 APPENDIX F – PROPOSED FORM OF OPINION OF BOND COUNSEL ..................................... F-1 APPENDIX G – ELECTRIC SYSTEM DEBT SERVICE REQUIREMENTS ................................. G-1

Electric Revenue Bonds 2025 Series

OFFICIAL STATEMENT
Relating to
$[PAR AMOUNT]*

CITY OF GLENDALE, CALIFORNIA
ELECTRIC REVENUE BONDS, 2025 SERIES

INTRODUCTION
This Introduction is subject in all respects to th e more complete information contained elsewhere in this Official Statement, and the offering of the 2025 Series Bonds to potential investors is made only by means of the entire Official Statement. Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Indenture of Trust. See “APPENDIX D – SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE OF TRUST – Definitions” herein.

Purpose
The purpose of this Official Statement, which includes the cover page, inside cover page and Appendices hereto, is to set forth certain information in connection with the issuance and sale by the City of Glendale, California (the “City” or “Glendale”) of $[PAR AMOUNT]* aggregate principal amount of its Electric Revenue Bonds, 2025 Series (the “2025 Series Bonds”).

The 2025 Series Bonds are being issued to provide moneys for (i) paying the costs (a) to further develop and to construct the Grayson Repowering Pr oject, consisting of a combination 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 eac h), and a 75 megawatt/300 megawatt-hour battery energy storage system, (b) of acquisition and construction of the Scholl Cany on Landfill Biogas Renewable Generation Project (the “Biogas Renewable Generation Project”), consisting of the installation of four gas engine generators, along with a landfill gas cleanup system, and (c) of acquisiti on and construction of certain improvements to the City’s electric public utility, such as 4 to 12kv feeder upgrades, solar generation facilities installed on city properties, substation improvements, meter upgrades, vault replacement and transmission and distribution improvements and pole replacements, in each case including necessary and appurtenant facilities and equipment relating thereto, all to be owned by the City (collectively, the “Projects”), (ii) making a deposit to the Parity Reserve Fund under the Indenture of Trus t (as defined below), and (iii) paying the costs of issuance of the 2025 Series Bonds, as more fully described herein. See “THE PROJECTS” herein.

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

The 2025 Series Bonds will be being issued on a parity the Electric Revenue Bonds, 2016 Refunding Series (the “2016 Refunding Bonds”), the Electric Revenue Bonds, 2024 Series (the “2024 Series Bonds”), the Electric Revenue Bonds, 2024 Refunding Series (the “2024 Refunding Bonds”) and the Electric Revenue Bonds, 2024 Second Series (the “ 2024 Second Series Bonds”). The 2016 Refunding Bonds, the 2024 Series Bonds, the 2024 Refunding Bonds, the 2024 Second Series Bonds and the 2025 Series Bonds and any bonds hereafter issued on a parity therewith are collectively referred to herein as the “Bonds.”

* Preliminary, subject to change.

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Electric Revenue Bonds 2025 Series
Authority for Issuance
The 2025 Series Bonds are authorized and issued pursuant to the Charter of the City, as amended (the “Charter”), including Article XXVI thereof, Ordinance No. [____] adopted by the City Council of the City (the “City Council”) on June [__], 2025, and by an Indenture of Trust, date d as of February 1, 2000, by and between the City and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Trustee”), as supplemented and amended, including as supplemented by the Eleventh Supplement to Indenture of Trust relating to the 2025 Series Bonds (the “Eleventh Supplemental Indenture”), each by and between the City and the Trustee (collectively, the “Indenture of Trust”).

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

The City owns and operates its electric public utility (the “Electric System”), which was established by the Charter. The Electric System is managed and controlled by the power division of Glendale Water and Power (the “Department” or “GWP”) and supplies electricity to virtually all of the electric customers within the City limits. For the Fiscal Year ended June 30, 2024, the customer base of the Electric System was comprised of approximately 77,563 residential customers, 13,404 commercial and industrial customers, and 21 other (governmental) customers. The service area is approximately 31 square miles, with an estimated population of 191,586 as of July 1, 2024.

The Electric System’s 284 MW resource mix as of June 30, 2024 included 50.5 MW gross name plate capacity gas turbines and long-term purchase contracts (remote generation) from a variety of sources, including hydroelectric, coal and nuclear generating units. Although these resources are, and the resources upon completion of the Projects are expected to be, suffi cient to meet the City’s current daily loads, a portion of the Electric System’s energy supply is purchased on the wholesale hourly, daily and month-ahead spot markets. See “THE ELECTRIC SYSTEM” herein.

Security and Sources of Payment for the Bonds
The Bonds (including the 2025 Series Bonds) are an obligation of the City payable solely from the Electric Works Revenue Fund of the Department and cer tain other funds as provided in the Indenture of Trust. The 2025 Series Bonds will be secured by a ple dge of and lien upon Net Income of the Electric System on a parity with the 2016 Refunding Bonds, the 2024 Series Bonds, the 2024 Refunding Bonds, the 2024 Second Series Bonds and any other parity obligations of the Electric System payable from Net Income of the Electric System issued from time to time. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS” herein.

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Electric Revenue Bonds 2025 Series
premium upon the redemption of any thereof prior to maturity are not a debt of the City nor a legal or equitable pledge, charge, lien or encumbrance upon any of its property or upon any of its income, receipts or revenues, except the Net Income and certain other funds that are pledged pursuant to the Indenture of Trust to the payment of the Bonds, interest thereon and any premium upon redemption.

Option to Obtain Bond Insurance
Under the Notice Inviting Bids dated June [__], 2025 (the “Notice Inviting Bids”) pursuant to which the 2025 Series Bonds will be sold, the City will a ccept bids which are based upon the issuance of a municipal bond insurance policy for some or all of the maturities of the 2025 Series Bonds. 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 bidde r under the Notice Inviting Bi ds. No assurance can be given as to whether a municipal bond insurance polic y will be obtained for the 2025 Series Bonds. If a municipal bond insurance policy is obtained for th e 2025 Series Bonds, such policy would guarantee the scheduled payment of the principal of and interest on only the specified maturities of the 2025 Series Bonds.

If a municipal bond insurance policy is obtained fo r the 2025 Series Bonds, information regarding the municipal bond insurance policy, the specified maturities to be insured, and the municipal bond insurer will be included in the final Official Statement.

Parity Bonds and Obligations
There are currently outstanding $47,050,000 aggregate principal amount of 2016 Refunding Bonds, $164,560,000 aggregate principal amount of 2024 Se ries Bonds, $49,760,000 aggregate principal amount of 2024 Refunding Bonds and $165,480,000 aggregate principal amount of 2024 Second Series Bonds, all secured on a parity by Net Income under the Indenture of Trust.

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

The City expects to issue additional Bonds in Fiscal Year 2025 in the approximate principal amount of $166 million to fund additional costs of the Projects.

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

Rate Covenant
The City has covenanted in the Indenture of Trust that the rates for services furnished by the Electric System will be set so as to provide Gross Revenues for each Fiscal Year at least sufficient to pay the principal of and interest on the Bonds and all Par ity Obligations for such Fiscal Year and all other obligations and indebtedness payable from the Electric Works Revenue Fund for such Fiscal Year or from any fund derived therefrom, and also the Maintenan ce and Operating Expenses for such Fiscal Year, and shall be set so that the Net Income of the Electric System for each Fiscal Year will be at least equal to 1.10 times the amount necessary to pay principal and interest as the same become due on all Bonds and Parity Obligations for such Fiscal Year. Gross Revenues for such purposes includes amounts on deposit in certain

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Electric Revenue Bonds 2025 Series
unrestricted funds or accounts of the City. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS – General” and “– Rate Covenant” herein.

Continuing Disclosure
The City will covenant for the benefit of the Own ers and beneficial owners of the 2025 Series Bonds to provide certain financial information and operating data relating to the Electric System and to provide notices of the occurrence of certain enumerated events. See “CONTINUING DISCLOSURE” and “APPENDIX E – FORM OF CONTINUING DISCLOSURE AGREEMENT” herein.

Other Matters
This Official Statement speaks only as of its date, and the information and expressions of opinions contained herein are subject to change without notice, and neither delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City (including the El ectric System) since the date hereof. This Official Statement, including any supplement or amendment here to, is intended to be de posited with one or more repositories. Forward looking statements in this Offi cial Statement are subject to risks and uncertainties, including those relating to competition and electric i ndustry restructuring, and the economy of the City’s service area.

This Official Statement includes summaries of the terms of the 2025 Series Bonds, the Indenture of Trust, the Continuing Disclosure Agreement and certain contracts and other arrangements for the supply of capacity and energy. The summaries of and refere nces to all agreements, documents, statutes, reports and other instruments referred to herein do not purport to be complete, comprehensive or definitive, and each such summary and reference is qualified in its entirety by reference to each such agreement, document, statute, report or instrument. The capitalization of any word not conventionally capitalized, or otherwise defined herein, indicates that such word is defined in a particular agreement or other document and, as used herein, has the meaning given to it in such agreement or document.

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

PLAN OF FINANCE
The 2025 Series Bonds are being issued to provide moneys for (i) paying the costs of the Projects, (ii) making a deposit to the Parity Re serve Fund under the Indenture of Trust, and (iii) paying the costs of issuance of the 2025 Series Bonds, as more fully described herein.

The Projects to be financed with the proceeds of the 2025 Series Bonds consist of a number of capital improvements. See “THE PROJECTS” herein.

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Electric Revenue Bonds 2025 Series

ESTIMATED SOURCES AND USES OF FUNDS
The estimated sources and uses of funds in connection with the 2025 Series Bonds are as follows:

Sources:

Principal Amount of 2025 Series Bonds $
[Net] Original Issue Premium
Total Sources $
Uses:

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

(1) Includes Bond and Disclosure Counsel fees, Trustee fees, Municipal Advisor fees, rating agency fees, printing costs, Underwriter’s discount and other miscellaneous expenses.

ELECTRIC SYSTEM DEBT SERVICE REQUIREMENTS
The debt service requirements of the Electric System are set forth in Appendix G. See “APPENDIX G – ELECTRIC SYSTEM DEBT SERVICE REQUIREMENTS” herein.

THE 2025 SERIES BONDS
General
The 2025 Series Bonds will be dated their date of delivery and will bear interest from such date at the rates per annum and will mature on February 1 in the years set forth on the inside cover page of this Official Statement. Interest on the 2025 Series Bonds will be payable semia nnually on February 1 and August 1, commencing February 1, 2026, and will be cal culated on the basis of a 360-day year comprised of twelve 30-day months.

Interest with respect to any 2025 Series Bond shall be payable from the Interest Payment Date next preceding the date of authentication thereof unless such date of authentication is during the period from the close of business on the fifteenth day of the month i mmediately preceding an Interest Payment Date (a “Record Date”) to and including th e next succeeding Interest Payment Date, in which case interest with respect thereto shall be payable from such Interest Pa yment Date, or unless such da te of authentication is prior to the Record Date for the first Interest Payment Date, in which case interest with respect thereto shall be payable from the date of delivery of such 2025 Se ries Bond; provided, however, that if at the time of authentication of any 2025 Series Bond, interest with r espect thereto is in default, interest with respect thereto shall be payable from the Interest Payment Date to which interest has previously been paid. Payment of interest with respect to any 2025 Series Bond shall be made to the person appearing on the Bond Register as the Owner thereof as of the Record Date, such interest to be paid by check or draft of the Trustee, payable in lawful money of the United States of America and mailed on the Interest Payment Date to such Owner at his or her address as it appears on the Bond Register; provided, that in the case of an Owner of $1,000,000 or more in aggregate principal amount of 2025 Series Bonds, upon written request of such Owner delivered to the Trustee not less than 20 days prior to any Inte rest Payment Date, such interest shall be paid in immediately available funds by wire transfer to an account specified by the Owner in such written request on the following Interest Payment Date.

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Electric Revenue Bonds 2025 Series
The 2025 Series Bonds are being issued in fully registered form, and when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”).

So long as Cede & Co. is the registered owner of the 2025 Series Bonds, references herein to the owners or registered owners shall mean Cede & Co., and not th e beneficial owners of the 2025 Series Bonds. See “APPENDIX C – BOOK–ENTRY SYSTEM” herein.

Redemption*
Optional Redemption. The 2025 Series Bonds maturing on or prior to February 1, 2035 are not subject to redemption prior to maturity. The 2025 Series Bonds maturing on and 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 2025 Series Bonds to be redeemed, together with accrued interest to the redemption date.

Mandatory Sinking Fund Redemption . The 2025 Series Bonds listed below are subject to mandatory sinking fund redemption prior to maturity, in part, at a redemption price of one hundred percent (100%) of the principal amount thereof plus interest accrued to the redemption date, in the following principal amounts and on the dates set forth below:
2025 Series Bonds Maturing on February 1, 20__

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

* Maturity.
2025 Series Bonds Maturing on February 1, 20__

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

* Maturity.

Redemption Procedures
Notice of Redemption. Notice of redemption shall be mailed, postage prepaid, to (i) the registered Owners of the Bonds and (ii) one or more information services, in each case at least 30 days but not more than 60 days prior to the redemption date. Notice of redemption shall also be given by telecopy, certified,

* Preliminary, subject to change.

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Electric Revenue Bonds 2025 Series
registered or overnight mail to certain securities de positories one day prior to the mailing of notice of redemption to the Owners and the information services. The notice of redemption shall (a) state the redemption date; (b) state the distinguishing designation of the Bonds to which such notice relates; (c) state the redemption price; (d) state the numbers and the date or dates of maturity of the Bonds to be redeemed, provided, however, that whenever any call includes a ll of the Outstanding Bonds subject to call, the numbers of the Bonds need not be stated; (e) state the place where the redemption will be made; and (f) give notice that further interest on such Bonds will not accrue after the designated redemption date or dates.

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

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

Effect of Redemption. When notice of redemption has been given, and when the amount necessary for the redemption of the Bonds called for redemption (p rincipal and any premium) is set aside for that purpose, the Bonds designated for redemption shall b ecome due and payable on the redemption date, and upon presentation and surrender of the Bonds, at the place specified in the notice of redemption, such Bonds shall be redeemed and paid at said redemption price, and no interest shall accrue on such Bonds called for redemption after the redemption date.

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

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

Certain of the City’s obligations to joint power s agencies, including obligations with respect to bonds issued by such joint powers agencies, are payable by the City from the Electric Works Revenue Fund as Maintenance and Operating Expenses, prior to the payment of the Bonds and any Parity Obligations. “Net Income” is defined in the Indenture of Trust as Gross Revenues less Maintenance and Operating Expenses. “Gross Revenues” means all reve nues, 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 Department from the services, facilities, and distribution of electric energy by the Department), including, but not limited to (i) income from investments

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Electric Revenue Bonds 2025 Series
and (ii) only for the purposes of de termining compliance with the rate covenant in th e Indenture of Trust, the amounts on deposit in any other unrestricted funds of the Electric System designated by the City Council by resolution (or by approval of a budget of the Electric Works Revenue Fund providing for such transfer) and available for the purpose of paying Maintenance and Operating Expenses and/or debt service on the Bonds and/or any Parity Obligations, but excepting th erefrom (a) all refundable charges and deposits to secure electric service and (b) any charges collected by any person to amortize or otherwise relating to the payment of the uneconomic portion of costs associated with assets and obligations (“stranded costs”) of the Electric System or of any joint powers agency in which the City participates which the City has dedicated solely to the payment of obligations other than the Bonds or any Parity Obligations then outstanding, the payments of which obligations will be applied solely to or pledged solely to or otherwise set aside solely for the reduction or retirement of outstanding obligations of the City or any joint powers agency in which the City participates relating to such “stranded costs” of the City or of any such joint powers agency to the extent such “stranded costs” are attributable to, or the responsibility of, the City. “Maintenance and Operating Expenses” is defined in the Indenture of Trust to mean the amount required to pay the reasonable expenses of management, repair and other costs of the nature of costs which have historically and customarily been accounted fo r 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 the expenses of conducting the power division, but excluding depreciation. “Maintenance and Operating Expenses” shall (i) include all amounts required to be paid by the City under contract with a joint powers agency for purchase of capacity, energy, transmission capability or any other 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 the rate covenant in the Indenture of Trust) from any fund or account that is not a fund or account established pursuant to the Indenture of Trust and that is not pledged to the payment of the Bonds and Parity Obligations. “Mainten ance and Operating Expenses” shall not include any payments from Gross Revenues to the City for payments-in-lieu of taxes and any transfers to the City’s general fund.

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

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Electric Revenue Bonds 2025 Series
Under the provisions of the Charter, all Gross Revenues shall be deposited in the Electric Works Revenue Fund. The Charter further provides that a ll disbursements (except disbursements payable from the electric works depreciation fund) provided in the Department’s budget on account of the electric works shall be paid from the Electric Works Revenue Fund.

Any Gross Revenues remaining in the Electric Wo rks 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, th e redemption of Bonds or Parity Obligations upon the terms and conditions set forth in the Supplemental Indenture of Trust or other instrument authorizing such Bonds or Parity Obligations, the purchase of Bonds or Parity Obligations as and when and at such prices as the City may determine, and the payment of any subordinate obligations in accordance with the instruments authorizing such subordinate obligations; provided, however, that any such remaining Gross Revenues shall be transferred to the Glendale Water and Power Surplus Fund established pursuant to Section 22 of Article XI of the Charter if and to the extent require d by the Charter. In addition, the City Council, as required by the Charter, transfers moneys to the C ity’s general fund from the Glendale Water and Power Surplus Fund each year. See “THE ELECTRIC SYSTEM – Transfers to the General Fund of the City.” Parity Reserve Fund
The Indenture of Trust establishes the Parity Reserve Fund to be held by the Trustee. The Parity Reserve Fund shall be maintained in an amount equal to the Reserve Fund Requirement, less any moneys on deposit in an unrestricted fund or account of the El ectric 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 ther efrom any Bonds or Parity Obligations for which no reserve fund is to be maintained or for which a separate reserve fund is to be maintained, the least of (a) ten percent (10%) of the issue price of each Series of Bonds and Parity Obligations to be secured by the Parity Reserve Fund as determined under the Internal Reve nue Code of 1986, (b) the maximum Annual Debt Service for the current or any subsequent year on al l Bonds and Parity Obligations to be secured by the Parity Reserve Fund, or (c) one hundred twenty-five percent (125%) of the Average Annual Debt Service on all Bonds and Parity Obligations to be secured by the Parity Reserve Fund, all as computed and determined by the City; provided, that with respect to such least amount, up to fifty percent (50%) of such least amount may be held in any unrestricted fund or a ccount of the Electric System that is not pledged to secure the payment of the Bonds and any Parity Obliga tions; 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 Investors Service and “AAA” assigned by Standard & Poor’s (and if such insurance company is rated by A.M. Best & Company, such insurance company is rated in the highest rating category by A.M. Best & Company) or by a letter of credit issued by a bank or other institution if the obligations issued by such bank or ot her institution have ratings at the time of issuance of such letter of credit equal to “Aa” or higher assi gned by Moody’s Investors Servi ce or “AA” or higher assigned by Standard & Poor’s.

At the time of issuance of the 2025 Series Bonds, the Reserve Fund Requirement will be satisfied to the maximum extent permitted in the definition of “Reserve Fund Requirement” (i.e., 50% of one hundred twenty-five percent of the Average Annual De bt Service on the Bonds (which, upon issuance of the 2025 Series Bonds, will consist of the 2016 Re funding Bonds, the 2024 Series Bonds, the 2024 Refunding Bonds, the 2024 Second Series Bonds and the 2025 Series Bonds) and any Parity Obligations (of which none will exist at the time of issuan ce of the 2025 Series Bonds)) by moneys held in an unrestricted fund or account of the Electric System that is not pledged to secure the payment of the Bonds

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Electric Revenue Bonds 2025 Series
and any Parity Obligations. Moneys held in such unrestricted fund or account may be used for many purposes, and are not pledged for the payment of pr incipal of and interest on the Bonds and Parity Obligations secured by the Parity Reserve Fund. At the time of issuance of the 2025 Series Bonds, the Reserve Fund Requirement fo r the Bonds will be $_______ *. At the time of issuance of the 2025 Series Bonds, approximately $______ * of such amount will be invested in investment securities held by the Trustee and approximately $______* will be held in such unrestricted funds or accounts.

The Parity Reserve Fund is pledged to, and shall be used solely for, the purpose of paying the principal of and interest on the Bonds and Parity Obligations secured by the Parity Reserve Fund (and only those Bonds and Parity Obligations secured by the Par ity Reserve Fund) in the event that money in the Parity Obligation Payment Fund or any comparable fund established for the payment of principal and interest on the Parity Obligations secured thereby is insufficient therefor, and for that purpose money shall be transferred from the Parity Reserve Fund to the Pa rity Obligation Payment Fund. Whenever money is transferred from the Parity Reserve Fund, an equal amount of money shall be transferred to the Parity Reserve Fund from the first available money in the Electric Works Revenue Fund (after the payment of Maintenance and Operating Expenses and after transfers to the Parity Obligation Payment Fund) if required to bring the balance on deposit in the Parity Reserve Fund up to the Reserve Fund Requirement.

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

The items any or all of which may be added to su ch Net Income for the purpose of meeting either of the requirements set forth in clauses (1) or (2) above are the following:

* Preliminary, subject to change.

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Electric Revenue Bonds 2025 Series
(a) An allowance for any increase in Net Income (including, without limitation, a reduction in Maintenance and Operating Expenses) which may arise from any additions to or extensions or improvements of the Electric System to be made or acquired with the proceeds of such additional parity indebtedness or with the pr oceeds of bonds previously issued, and also for Net Income from any such additions, exte nsions 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 Expe nses) to be derived from such additions, extensions or improvements for the first th irty-six (36) month period in which each addition, extension or improvement is to be in operation, all as shown by the Certificate of the City.
(b) An allowance for earnings arising from any in crease in the charges made for the use of the Electric System which has become effective prior to the incurring of such additional parity indebtedness 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, 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 mont h period out of the immediately preceding eighteen (18) calendar month period, as shown by the Certificate of the City.

Nothing in the Indenture of Trust limits the ability of the City to issue or incur obligations that are junior and subordinate in payment to the payment of the principal, premium, interest and reserve fund requirements for the Bonds and all Parity Obligations and which subordinate obligations are payable as to principal, premium, interest and reserve fund 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, interest and re serve fund requirements for the Bonds and all Parity Obligations, as the same become due and payable and at the times and in the manner as required in the Indenture of Trust or any documents providing for th e issuance or incurrence of Parity Obligations and (ii) transfer to the Rebate Fund at the times and in the manner as required in the Indenture of Trust.

The City expects to issue additional Bonds in Fiscal Year 2025 in the approximate principal amount of $166 million to fund additional costs of the Projects.

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

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

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Electric Revenue Bonds 2025 Series
The money management function and the fund acc ounting functions of the City’s investment portfolio are separate functions. On a monthly basis, the Treasurer renders a report of investment activity to the City Council and the City Manager.

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

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

The City’s Investment Policy may be changed at any time by the City Council (subject to the State law provisions relating to authorized investments). There can be no assurance, therefore, that the State law and/or the Investment Policy will not be amended in th e future to allow for investments that are currently not permitted under State law or the Investment Policy or that the objectives of the City with respect to investments or its investment holdings at any point in time will not change.

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

THE PROJECTS
Grayson Repowering Project
Originally commissioned in the 1940s, the previous facilities at the Grayson Power Plant were well past their useful life when the Department first pr oposed their repowering in 2015. In July 2019, the Department completed its Integrated Resource Plan that identified approximately 93 MW of new (or repowered) local generation at the existing Grayson Powe r Plant site as the best option to meet regulatory requirements for reliability. The Department proposed to repower the existing Grayson Power Plant, excluding Unit 9, with three new Internal Combus tion Engines (“ICEs”) totaling approximately 56 MW (18.6 MW per unit) and a 75MW/300 MWh battery ener gy storage system (“BESS”). The ICEs were chosen because they have among the best simple-cycle efficiency in the market, can potentially run on hydrogen or renewable natural gas should these fuels b ecome available in the future, have minimal water consumption, start up quickly, have extremely fast ramp capability, and have no output degradation over the resource lifetime. The improvements described above comprise the Grayson Repowering Project.

The Grayson Repowering Project will enhance the existing Grayson Power Plant’s position as an important component of the Electric System, providing e fficient, reliable and cost effective electricity to customers within the City by replacing older generation facilities at that site. Local generation, such as the Grayson Power Plant, protects customers in the co mmunity during extreme events where import of electrical power is disrupted, insufficient or unavailab le. The repowering of the Grayson Power Plant is expected to help meet the current and future energy needs of the City of Glendale and help satisfy air- quality management regulatory requirements.

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Electric Revenue Bonds 2025 Series
See “THE ELECTRIC SYSTEM - Principal Existing Facilities; Resources Generally” for additional information about the history of the Gr ayson Power Plant and development of the Grayson Repowering Project.

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

Completion of the proposed project is anticipated to be in mid-2026. Based upon current estimates, the cost for the Grayson Repowering Project is expected to be approximately $710 million including contingencies.

The final cost will not be known until the construction is completed. Nearly all of the estimated capital costs for the Grayson Repowering Project are expected to be financed by Glendale through the issuance of Bonds under the Indenture.

As of June 30, 2023, five steam turbine units a nd two gas turbine generator combined cycle units were retired. The total book value of the seven un its written off was approximately $28 million. As of May 20, 2025, demolition of the retired facilities is complete, ground improvement for the new facilities is complete, construction of the ICEs, BESS facility, balance of site (“BOS”), and administration- maintenance-control building are approximately 45 %, 29%, 19%, and 10% complete, respectively.

Engineering, except for the BOS and BESS low voltage and controls design, is complete. Long-lead items, except for the BESS due to tariffs, are either in fabrication or in testing, on site or within the United States.

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

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

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

All major permits needed for development of the Biogas Renewable Generation Project were acquired. Site work commenced in September 2023, with completion anticipated in December 2025. Based upon current estimates, the cost for the Biogas Rene wable Generation Project is expected to be approximately $76 million. The final cost will not be known until construction is completed.

Approximately 50% of the estimated capital co sts for the Biogas Renewable Generation Project has been, and is expected to be, financed through the issuance of the Bonds under the Indenture.

Other Electric System Improvements
2025 Series Bond proceeds are also expected to be fund the costs of acquisition and construction of certain other improvements to the City’s Electri c System, such as 4 to 12kv feeder upgrades, solar

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Electric Revenue Bonds 2025 Series
generation facilities installed on City properties, substation improvements, meter upgrades, vault replacement and transmission and distribution improvements and pole replacements.

GLENDALE WATER AND POWER
General Description
The City is a charter city of the State. Th e City Charter provides for the creation of major departments, including the Department which is r esponsible for construction, maintenance and operation of all public utilities owned or operated by the City, in cluding the Electric System and a Water System.

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

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

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

The Electric System is under the direct manageme nt of the General Mana ger of Glendale Water and Power. Senior Management of the Department includes:

Scott K. Mellon, P.E. Acting General Manager of Glendale Water and Power . Mr. Mellon began his engineering career in aerospace developi ng electrical subsystems for multiple aircraft such as reusable launch vehicles , stealth drones, and li ghter-than-air platforms. Inspired by what he learned about software-based control systems and the potential for such systems in a smarter future electric grid, he joined Burbank Water and Power (BWP) in 2001. Mr. Mellon spent most of his tenure at BWP as a Principal Electrical Engineer and Project Manager in the Power Supply division, most recently managing an Advanced Distribution Management System implementation.

Joining the Department in September 2022 as the Assistant General Manager – Power Management, Mr. Mellon brings significant expe rience working with 24-hour operations staff maintaining grid stability, implementing utility -scale energy projects, an d overseeing renewable energy contract negotiations which are critical to meeting Renewable Portfolio Standards and City Council goals for carbon neutrality. Mr. Mellon was appointed Acting Ge neral Manager of the Department in April 2025. Mr. Mellon has a Bachelor of Science in Electrical Engineering (BSEE) from University of California, Irvine where he earned a Specialization in Power System Design and was a team lead on a Hybrid Electric Vehicle Project competition. He is a licensed Professional Engineer in the State of California (since 2001) and holds a Leadership certificate from Woodbury University.

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Electric Revenue Bonds 2025 Series
Chisom Obegolu, Chief Assistant General Manager, Water Services . Chisom Obegolu is the Chief Assistant General Manager of Water Services. He is responsible for managing the water operational and business functions, which includes system operati ons, planning and water resources management. He oversees Water Engineering, Water Operation, Water Distribution, and Water Quality. Among his primary duties is to implement the water strategic plan and initiatives. Mr. Obegolu previously worked for Glendora Water where he served as the Assistant Director of Water Services. During his tenure at Glendora, he led a city-wide comprehensive water infrastructure assessme nt including an integrated water resources master plan and cost of service study. He also worked for The Metropolitan Water District of Southern California, where he served as the Lead Engineer on several critical capital improvement projects, and a number of infrastructure reliability initiatives. Mr. Obegolu is a registered Civil Engineer in the State of California and earned a bachelor’s degree in Civil Engineering from The University of Texas at San Antonio and a master’s degree in Public Administration from California State University, Northridge.

Daniel Scorza, Chief Assistant General Manager, Electric . Mr. Daniel Scorza joined the Department in 2019 as the Chief Assistant General Manager – Electric Services. He oversees the Electrical Engineering and the Electrical Transmission & Dist ribution Operations and Construction sections. Mr.

Scorza previously worked for LADWP for 36 years, and during his last 10 years there, he served LADWP as a Power Engineering Manager. He comes to the Depa rtment with a wealth of experience in areas such as utility engineering and system studies, operations, ma intenance, corporate finance, corporate training, legislative matters, and engineering services contracts. Mr. Scorza has a Bachelors in Science degree in Electrical Engineering (electronics) from California State University – Los Angeles (“CSULA”), a Masters in Electrical Engineering degree (telecommunications /computer systems) from CSULA, a Masters in Electrical Engineering degree with an emphasis in Power Systems from University of Southern California (USC), and a Master’s in Business Administration from the USC. Mr. Scorza is a registered Professional Electrical Engineer in the State of California.

Adrine Isayan, Assistant General Manager, Utility Finance and Risk Management. Mrs. Isayan joined GWP management in February 2024. She was prev iously the Assistant Director of Finance for the City. She has 26 years of experience working for the City’s Finance Department. Throughout her career, she has worked in various capacities within the Finance Department, with the majority of her experience being in the City’s Budget, Accounts Payable, and Payroll sections. Mrs. Isayan has significant experience in the preparation of financial forecasting and reporti ng. She has a dual Bachelor’s degree in Information Systems and in Finance, both from California State University, Northridge.

David Davis, Utility Finance Manager. Mr. Davis has over 37 years in accounting, financial reporting, management reporting and 22 years of pr ogressively responsible, professional, broad-based electric and water utility experience. As Utility Finan ce Manager, he is charged with full management responsibility for financial reporti ng, budgeting and regulatory repor ting for both Water and Electric utilities. Mr. Davis holds a Bachelor’s degree in Acc ounting from the University of Akron. Additionally, Mr. Davis is a Certified Public Accountant licensed in the State of California.

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

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

Current Term Began Current Term Expires
Ara Najarian, Mayor March 2022 April 2026
Ardy Kassakhian, Councilmember April 2024 June 2028
Daniel Brotman, Councilmember July 2022 June 2026
Elen Asatryan, Councilmember July 2022 June 2026
Vartan Gharpetian, Councilmember April 2024 April 2028
Employees of Glendale Water and Power
For the Fiscal Year ended June 30, 2024, the Department budgeted for approximately 245 full-time employees. Most Electric System employees are represented by the Glendale City Employees Association (“GCEA”), the International Brotherhood of Electrical Workers (“IBEW”) and the Glendale Management Association (“GMA”) in all matters pertaining to wages, benefits and working conditions. The GCEA and the GMA each entered into a memorandum of understa nding with the City that will expire on June 30, 2027. Glendale has recognized Local 18 of IBEW as th e exclusive representative of approximately 117 of the 245 full-time Electric System employees. The contract with IBEW, which was approved in August 2023, expires on July 31, 2027.

Pension Plan
The Electric System’s permanent employees are a ll covered by the California Public Employees Retirement System (“CalPERS”) with respect to pension benefits. Pension costs are funded by bi-weekly contributions to CalPERS by the City. The City fully funded its annual required contributions. Department employees are part of the City’s miscellaneous pension plan. Measured as of June 30, 2023 (the most recent actuarial information available), the City’s actuarial value of the City’s miscellaneous plan assets at June 30, 2023 was approximately $1,025 million, the actuarial accrued liability was approximately $1,367 million and the unfunded actuarial accrued liability was ap proximately $342 million.Ca lPERS does not provide data to participating organizations in such a ma nner so as to facilitate separate disclosure for the Department’s share of the actuarial computed pension benefit obligation, the plan’s net assets available for benefit obligation and the plan’s net assets available for benefits. Approximately 15% of full-time City workers are employed by the Department.

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

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

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

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

The above benefits offered to retirees are no lo nger available to new entrants because of the restriction of the retirement dates. Benefits payments made by the City for the year ended June 30, 2024 were $460,000. At June 30, 2023 (the most recent measurement date), 1,510 current and former employees were covered by the foregoing benefit terms.

The City’s total OPEB liability of approximately $8.3 million was measured as of June 30, 2023, and was determined by an actuarial valuation as of June 30, 2023. Of that amount, $1.2 million is attributable to the Electric System. The City does no t have funds in an OPEB trust and does not pre-fund OPEB contributions.

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

Glendale is self-insured and administered for workers’ compensation claims. Funding for this protection is provided through an Internal Service Fund. Glendale carries an excess workers’ compensation insurance policy with a $2 million self-insured retention. Glendale is also self-insured for unemployment insurance, general auto and public liability through separate Internal Service Funds. Glendale carries an excess liability insurance policy with a $2 million self-insured retention and a $27 million limit. A claims payable liability has been established in these funds based on a case-by-case basis with estimates of reported claims and an estimate for claims incurred but not reported. Management of Glendale believes that provisions for claims at June 30, 2024 are adequate to cover the net cost of claims incurred to that date.

However, such liabilities are, by n ecessity, based upon estimates and th ere can be no assurance that the ultimate cost will not exceed such estimates.

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THE ELECTRIC SYSTEM
History and General
Until 1937, the City purchased all of its elect ric energy from the Southern California Edison Company (“Edison”), successor to Pacific Light and Power Company, for distribution and sale to its customers. After the Boulder Canyon Project Act was approved by Congress in 1928, the City signed, in 1931, a contract with the United States for approximately 80,000 megawatt-hours (“MWh”) of firm energy annually to be generated at the Hoover Dam. A contract was entered into at the same time with the City of Los Angeles to transmit this energy to the City at the maximum capacity of approximately 18 MW.

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

The Electric System is interconnected with and in the Los Angeles Department of Water and Power Balancing Area. In 2024, the American Public Power Association recognized the Department as a Platinum Level Reliable Public Power Provider (RP3) for its service reliability, improvement programs, and safety performance.

Principal Existing Facilities; Resources Generally
Glendale owns facilities for the distribution of electric power. These facilities include approximately 56 miles of 34/69 kV power lines, 503 miles of 4/12 kV distribution lines and 12 distribution substations. Glendale maintains a diverse resource mix, with capacity available from natural gas, nuclear generating units, coal, large hydroelectric and a ra nge of renewable resources, totaling 284 MW as of June 30, 2024.

Glendale’s Grayson Power Plant generating station, which is located within the City, has been in service since 1941. Immediately prior to the repowering project (currently underway), the Grayson Power Plant included three steam boiler units, three natural gas fueled combined cycl e combustion turbines and two heat recovery steam generators, and a simple cycle natural gas fired combustion turbine with 50.5 MW of gross nameplate capacity (“Unit 9”), which began commercial operation in 2003. The other units and facilities were significantly older, with initial service dates ranging from 1941 to 1977.

Repowering of the Grayson Power Plant was firs t formally proposed in 2015. After various modifications to the proposal, in February 2023, the C ity Council directed staff to implement the Grayson Repowering Project. The Grayson Repowering Project cons ists of, in part, new facilities that have a total capacity of approximately 56 MW (three reciprocating internal combustion engines rated at 18.6 MW each, known as the “Wärtsilä Power Island”) and a 75 MW/300 MWh battery energy storage system. All engineering, procurement, and construction contracts have been executed. Demolition of the units other than Unit 9 was completed in late 2024. Unit 9 was preser ved for continued use. Unit 9 is currently used to meet intermediate and peaking loads, and provides ancillary services such as operating reserve capacity and load balancing as required. The Wärtsilä Powe r Island is on schedule for commercial operation by summer of 2026. The anticipated commercial operation for the battery energy storage system is scheduled for July 2026.

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Although the Grayson Power Plant is the largest source of capacity, the majority of Glendale’s energy requirements are supplied by various long te rm power purchase agreements and spot purchases to minimize supply cost, improve reliability and comply with California’s mandates, including the Renewable Portfolio Standards (“RPS”) and the Cap and Trade Program. Glendale has met RPS requirements for Compliance Period 1 (2011-2013), and Compliance Period 2 (2014-16), and Compliance Period 3 (2017- 20). The Department is currently on track to reach the targets for Compliance Period 4 (2021-24), as well as preparing to meet the new targets under SB 100 of 60% RPS by 2030 and 10 0% carbon-free by 2045.

Glendale has entered into a contract through the So uthern California Public Power Authority (“SCPPA”) for the purchase of 10 MW of small hydroelectric in the Northwest. The hydroelectric contract converts to ownership by Glendale when the related bonds are fully paid. In 2007, Glendale secured 16 MW of wind- powered energy from the Pebble Springs project. This contract is set to expire in 2027. Glendale also has a

9.5 MW long-term contract for small hydroelectric power delivered from the Tieton Hydro Dam, which is set to expire in 2029. Additionally, this agreement will convert to City ownership once the associated bonds are fully repaid.

In 2015, Glendale entered into a 25 year 50 MW firm energy supply with Skylar Resource, L.P., of which 50% will be renewable; this arrangement was modified to ensure 55% of the energy is renewable beginning 2020, and an additional 20% of the energy is carbon-free beginning in 2020. Skylar Resources, L.P. assigned the power purchase agreement to Townsite Solar LLC in 2021. In 2020, Glendale entered into a contract for the purchase of 3 MW from the Whitegrass No. 1 geothermal project, and 12.5 MW from Starpeak geothermal, as well as 25 MW of Solar Energy and 18.75 MW/75 MWh of Battery Energy Storage System from Eland I Solar and Storage. See also “–Power Supply” below. The Whitegrass No. 1 Geothermal Energy Project (Whitegrass) is a 4.0MW nameplate geothermal energy project located in Lyon County, Nevada. In the Whitegrass Project, the develope r is currently in default due to not providing a replenishment of the required performance security. The C ity is currently considering its options in this matter. However, this contractual default in Whitegrass is not anticipated to have a material effect on the City’s finances or operations.

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

Glendale is also currently developing other pr ograms related to electric demand and supply. In 2020, the City Council authorized a contract with Lime Energy Services Company (now Wildan Energy Co.) for a 36,500 MWh/8.32 MW commercial energy efficiency program. The program has delivered 28,000 MWh of savings (78% of program goal) and lo ad reduction of 2.8 MW (35% of program goal) in the first 3.5 years of the seven year program term . In November 2023, the City Council awarded two contracts for Phase 1 of the City Owned Solar Development Program. Motive Energy is currently conducting an environmental study fo r a ground mount solar project. Solar Optimum was awarded an Engineer, Procure, Construction contract for a rooftop or carport solar project on five sites. Total expected capacity for all six sites included in Phase 1 of the City Owned Solar Development Program is 4.9 MW.

The GWP Perkins building roof top solar project wa s completed in March 2025 and the Central Library roof top solar project is scheduled for completion in June 2025. The Sports Complex and GWP’s Utility Operations Center parking lot carpool solar projects w ill also be completed by the end of 2025. The City continues to actively exploring other local clean en ergy resources that can deliver energy, energy savings, storage and/or capacity to the City without utilizing the Department’s transmission resources.

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Electric Revenue Bonds 2025 Series
The following table sets forth the valuation of th e Electric System facilities during the five Fiscal Years shown.

GLENDALE WATER AND POWER

ELECTRIC SYSTEM FACILITIES
($ in thousands)
Fiscal Year Ended June 30,
2024 2023 2022 2021 2020

Utility Plant $539,734 $533,813 $615,413 $616,256 $611,028 Less Accumulated Depreciation (390,537) (386,168) (429,553) (412,827) (399,313) Construction in Progress 162,863 29,695 9,086 8,075 15,923 Total Facilities $312,060 $177,340 $194,946 $211,504 $227,638 ______________________________
Source: Glendale Water and Power.

Power Supply
During the Fiscal Year ended June 30, 2024, the Electric System generated and purchased (including wholesale purchases) a total of 1,249,863 MWh. Wholesale sales and sales to others for the Fiscal Year ended June 30, 2024 were 224,585 MWh. Electric System peak demand in Fiscal Year ended June 30, 2024 was 287 MW. Over the five Fiscal Y ear period ended June 30, 2024, retail sales decreased from 995,645 MWh to 974,195 MWh, an average annual decrease of approximately 0.2%.

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

GLENDALE WATER AND POWER

TOTAL POWER GENERATED AND PURCHASED AND PEAK DEMAND
Fiscal Year Ended June 30,
2024 2023 2022 2021 2020

Generated (MWh) 30,815 90,479 108,818 144,657 119,213
Purchased (MWh) (1) 1,219,048 1,392,077 1,371,399 1,410,514 1,420,820 Total Supply (MWh) 1,249,863 1,482,556 1,480,217 1,555,171 1,540,033 Retail Sales (MWh) 974,195 999,852 985,525 978,251 995,645 Wholesale Sales/Sales to Others (MWh)(1) 224,585 397,991 419,063 482,809 466,894 System Peak Demand (MW) 287 329 261 335 288
______________________________
(1) Fluctuations in purchased energy and wholesale sales are a function of market conditions.

Source: Glendale Water and Power.

The following table sets forth information concer ning Glendale’s power supply resources and the energy supplied by each during the Fiscal Year ended June 30, 2024.

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GLENDALE WATER AND POWER

POWER SUPPLY RESOURCES
(as of June 30, 2024)

Source
Capacity
Available
(MW)
Actual
Energy
(MWh)(1)
Percent
of Total
Energy
Glendale-Owned Generating Facilities (Grayson):(2)
Combustion Turbine Generators 50.5 30,815 2.47%
Joint Power Agency/Remote Ownership Interests:(3)
Intermountain Power Project (IPA) 39 79,424 6.34%
Palo Verde Project 10 83,706 6.70%
Magnolia (SCPPA) 47 293,857 23.51%
Tieton (SCPPA) 7 14,484 1.16%
Purchased Power:
(3)
Hoover 20 42,011 3.36%
Pebble Springs Wind 20 42,501 3.40%
Skylar WSPP Renewables 50 302,540 24.21%
Star Peak 12.5 53,758 4.30%
Whitegrass No. 1 3 21,461 1.72%
Eland 25 3,069 0.25%
Market Purchases
(4) N/A 282,237 22.58%
Total 284 1,249,863 100.00%
________________________________
(1) During the twelve-month period ended June 30, 2024. (2) Rated or name-plate capacities. As of June 2024, the Grayson Power Plant is undergoing repowering; all previous units were demolished, except for Unit 9.
(3) Entitlements, firm allocations and contract amounts. (4) Market purchases are spot-market purchases, including wholesale purchases.

Source: Glendale Water and Power.

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

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

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

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

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

In 1987, to reflect its entitlement, Glendale entered into contracts with the United States Bureau of Reclamation (the “Bureau”) providing for the advancement of funds for the uprating and with Western for the purchase of power from the Hoover Uprating Project. Glendale is entitled to 20 MW or 1.0251% of the capacity and 1.5874% of the firm energy from the Hoover Project. Under nor mal hydrologic conditions, Glendale receives approximately 58, 000 MWh of annual energy deliveries. In the Fiscal Year ended June 30, 2024, the Hoover Project provided 42,011 MWh of energy to Glendale.

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

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

Palo Verde Nuclear Generating Station Interest . Through its membership in SCPPA, Glendale has a 4.40% entitlement interest (9.9 MW) in SCPPA’s 5.91% ownership interest in the Palo Verde Nuclear Generating Station (“PVNGS”), incl uding certain associated facilities and contractual rights, a 5.56% ownership in the Arizona Nuclear Power Project (“ANPP”) High Voltage Switchyard and associated contractual rights, and a 6.55% share of the rights to use certain portions of the ANPP Valley Transmission System. Commercial operation and initial deliveries from PVNGS Units 1 and 2 commenced in 1986 and Unit 3 commenced in 1987. Transmission for PVNGS energy is provided to the City by the Mead-Adelanto Transmission Project and the Mead-Phoenix Transmission Project (see “Existing Transmission Resources” below) and agreements with Salt River Project, LADWP and Southern California Edison Company.

Glendale has a power sales agreement with SCPPA that obligates Glendale to pay for its share of capacity and energy on a “take-or-pay” basis, includi ng debt service on bonds (if any, currently there are none) issued by SCPPA for the project, capital costs and costs related to operation and maintenance. In the Fiscal Year ended June 30, 2024, PVNGS provided 83,706 MWh of energy to Glendale.

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

San Juan Unit 3 Interest. Through its membership in SCPPA, Glendale has held a 20 MW (9.8%) entitlement in SCPPA’s 41.8% interest in the San Juan Unit 3 and related common facilities of the San Juan Generating Station, a 4 unit, coal-fired electric gene rating station located in northwestern New Mexico, approximately 15 miles northwest of the City of Farm ington, in San Juan County. As described below,

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Unit 3 was shut down on December 31, 2017, as part of an overall settlement of legal issues regarding emissions at the San Juan Generating Station.

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

Glendale’s and the other exiting parties’ shares of the San Juan coal assets have been transferred to those participants remaining in the project after December 31, 2017. Glendale (through SCPPA) and other existing participants remain responsible for liability arising from operations before the December 31, 2017 date. Pursuant to the Mine Reclamation Agreemen t, SCPPA and the other project participants were obligated to set up a trust fund for the mine reclamati on. Glendale’s obligation after 2017 is defined by approximately 1.3% of the cost of reclaiming disturbances at the mine site as of December 31, 2017. Costs of plant decommissioning will be split between exiting participants and remaining participants.

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

16.5289% entitlement (40 MW base capacity and 47 MW peaking capacity) in the project through a long- term Project A Power Sales Agreement with SCPPA which obligates Glendale to pay for its share of capacity and energy on a “take-or-pay” basis, incl uding debt service on bonds issued by SCPPA for the project, capital costs and costs related to operation a nd maintenance. The unit was placed in service in September 2005 and operates in a base-load mode (8,000 hours per year or more) with staffing by Burbank Water and Power personnel as SCPPA’s operating agent on a 24-hour basis. In the Fiscal Year ended June 30, 2024, the Magnolia Project provided 293,857 MWh of energy to Glendale.

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

Glendale has entered into a power sales and acqui sition contract with SC PPA, under which SCPPA has sold to Glendale on a “take-or-pay ” basis, its entitlement share of 50.0% (approximately 6.8 MW) of the capacity and energy of the Tieton Hydropower Project. Glendale’s power sales and acquisition contract with SCPPA obligates Glendale to pay its share of debt service on bonds issued by SCPPA for the project, as well as capital costs and costs related to operation and maintenance. In the Fiscal Year ended June 30, 2024, the Tieton Hydropower Project provided 14,484 MWh of energy to Glendale.

IPA Intermountain Power Project Interest . The purpose of IPA is to provide for the financing, constructing and operation of the IPP. The IPP cons ists of: (a) a two-unit coal-fired, steam-electric generating plant with net ratings of 900 MW per unit (the “Intermountain Generating Station”) and switchyard (the “Switchyard”), located near Lynndyl, in Millard County, Utah; (b) a ±500 kV direct current (“DC”) transmission line approximately 490 mile s in length from and including the Intermountain Converter Station (an alternating current (“AC”)/DC converter station adjacent to the Switchyard) to and including a corresponding converter station at Adelanto, California (collectively, the “Southern Transmission System” or “STS”) (see “Existing Transmission Resources – Southern Transmission System” below); (c) two 50-mile, 345 kV AC lines from the Switchya rd to the Mona Substation in the vicinity of Mona, Utah, and a 144-mile, 230 kV AC transmission line from the Intermountain AC Switchyard to the Gonder Substation near Ely, Nevada (collectively, the “Northern Transmission System” or “NTS”); (d) a

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microwave communications system; (e) a rail car serv ice center located in Springville, in Utah County, Utah (the “Railcar Service Center”); and (f) certain water rights and coal supplies. Such water rights and coal supplies, together with the Intermountain Genera ting Station, the Switchyard and the Railcar Service Center, are referred to herein collectively as the “Generation Station.” IPP purchasers are 35 utilities (collectively, the “IPP Purchasers”) consisting of Glendale and the California cities of Anaheim, Los Angeles, Rive rside, Burbank and Pasadena (the “IPP California Participants”); the 23 members of the IPA (collectiv ely, the “Utah Municipal Purchasers”); and six rural electric cooperatives serving loads in the States of Utah, Arizona, Colorado, Nevada and Wyoming (collectively, the “Cooperative Purchasers”). Purs uant to a construction management and operation agreement between IPA and LADWP, LADWP acts as pr oject manager and operating agent of the IPP, responsible for, among other things, administering, operating and maintaining the IPP. The facilities of the IPP have been in commercial operation since May 1987.

Glendale has entered into certain power purchase contracts with IPA and others to purchase certain entitlements of the IPP and related facilities, respectively. After accounting for transmission losses, for the Fiscal Year ended June 30, 2024, I PP contributed about 38 MW of capac ity to Glendale. For the Fiscal Year ended June 30, 2024, IPP provided 79,424 MWh of energy to Glendale.

IPA possesses coal supply agreements to fulfill the supply requirement of approximately 615,000 tons for IPP in 2025. The coal is purchased under a portfo lio of fixed price contracts that are of short and long-term in duration. As a result of the decline in coal-fired generation around the nation, the coal market has constricted, especially in Utah, which has drama tically reduced supply in the region near IPA. The recent cost of coal delivered to the Intermountain Generating Station is similar to current market prices for the region. However, IPA expects the costs of an y incremental coal purchases will increase due to the scarcity of coal in the western United States and suppliers looking to other, longer-term buyers.

Transportation of coal to the Intermountain Generating Station is provided primarily by rail under agreements between IPA and the Unio n Pacific Railroad company. The co al is transported primarily in IPA-owned railcars. Coal is also transported to IPP, to some extent, in commercial trucks. Both rail service and trucking services have suffered greatly due to a l ack of human resources. Neither network is capable of supporting industrial demand; and IPA, like all othe r coal-fired utilities in the United States, has seen large systemic failures in the transportation system.

IPP generally maintains a minimum of 30 days of coal in inventory in the event of a coal supply disruption. At the end of February 2025, IPP maintained 77 days of coal in inventory.

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

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

Excess Power Sales Contract – Glendale, the cities of Burbank and Pasadena, and LADWP (the “California Purchasers”) contracted with 27 sellers (the “Utah Participants”) and IPA (acting as agent for the sellers) to purchase a 379 MW (21.06 %) entitlement of the IPP plant, which was deemed in excess of the sellers’ needs. The California Purchaser s agreed to divide the excess among themselves in proportion to their original en titlements. Glendale’s share of the excess is

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Electric Revenue Bonds 2025 Series
8 MW (2.382%). This contract also provides for access to the NTS, which was built with IPA funds in order to deliver power from the IPP to the Utah Participants. The term of this contract extends until the IPA bonds are defeased or the se llers’ load requirements meet certain specified conditions. The Utah Participants have the unilate ral right to recall their original entitlements at any time.

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

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

Glendale’s current share of IPP generation provides approximately 6.4% of Glendale’s energy needs.

The Utah Legislature enacted Utah Senate Bill 161 (“Utah S.B. 161”) in its 2024 General Session, which became effective on May 1, 2024. The reported purpose of Utah S.B. 161 was to induce IPA to amend its environmental permits to provide for the operation of at least one of the IPP coal-fired units after July 1, 2025, the date by which IPA committed to cease operation of the IPP coal units permanently. Utah S.B. 161 also required IPA to grant an option to the State of Utah for the purchase of at least one of the IPP coal-fired units with such option to be effective for two year s starting on July 2, 2025. Following the enactment of Utah S.B. 161, the governor of Utah called a sp ecial session of the Utah Legislature resulting in the enactment of Utah House Bill 3004 (“Utah H.B. 3004”), which became effective on June 21, 2024. Utah H.B. 3004 repealed the provisions of Utah S.B. 161 relating to IPA amending its environmental permits.

IPA continues, however, to be obligated to provide the purchase option to the State of Utah with respect to one of the IPP coal-fired units. Utah H.B. 3004 also directs a state agency, the Decommissioned Asset Disposition Authority (the “Utah Disposition Authority ”), to submit an application to amend IPA’s air permit to allow for a coal unit to operate after July 1, 2025. Utah H.B. 3004 also directs environmental regulators in the State of Utah to determine whether such an application would be granted if submitted by IPA. The Utah Disposition Authority has also been di rected to determine the regulatory and commercial feasibility of operating an IPP coal unit after July 1, 2025, and to conduct a process for soliciting bids from qualified purchasers for the coal unit.

Prior to the enactment of Utah H.B. 3004, IPA stated that Utah S.B. 161 would create obligations for IPA that are inconsistent with IPA’s obligations under federal regulations and the IPP construction and

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operating permits issued under federal law; and that if IPA complied with Utah S.B. 161, as originally enacted, IPA may be subject to enforcement actions that could result in IPA being required to cease operation of the IPP coal units prior to th e scheduled commercial operation date of the IPP repowering project and that may interfere with the construction and operatio n of the IPP repowering project. In public testimony with respect to Utah H.B. 3004, IPA management stated that the new bill made some important adjustments to the legislation. IPA has indicated that it is still wo rking to determine the impact of Utah S.B. 161, as modified by Utah H.B. 3004, and to identify the appr opriate course of action in response to the recent enactments. The City cannot predict the impacts of the new legislation on the operation of IPP or the construction and operation of the IPP repowering project.

Utah H.B. 70. During its 2025 General Session, the Utah Legislature enacted Utah House Bill 70 (“Utah H.B. 70”). Utah H.B. 70 has been submitted to the governor of Utah and the bill will become effective upon the earlier of May 7, 2025, and the governor’s approval of the bill.

Utah H.B. 70 requires IPA to maintain, indefinitely (i) power to station service for both of the coal units, (ii) an ongoing connection of one of its coal units to the IPP Switchyard, and (iii) interconnection and switchyard facilities that will allow the remaining coal unit to be interconnected with the IPP Switchyard without the need for a new interconnection request. Utah H.B. 70 also creates the Utah Energy Council for, among other purposes, the purposes of taking title to one or both of the coal units and assuming operational responsibility for each coal unit it acquires from IPA. Utah H.B. 70 also repeals the provisions of the Utah Code establishing the Utah Disposition Authority (eff ectively dissolving the Utah Disposition Authority) and the provisions specifying the functions that the Utah Disposition Authority was to have performed.

IPA is working with engineering personnel to reconfigure the proposed connections of synchronous condensers to the IPP Switchyard (connecting three s ynchronous condensers to the IPP Switchyard at one point of interconnection as opposed to two synchronous condensers at one point of interconnection and one synchronous condenser at another). IPA is constructing the synchronous condenser facilities to provide sufficient spinning mass to allow for operation of the natural gas units as designed and to maintain the rating of IPA’s transmission facilities. IPA has indicated that it believes that it will be able to comply with the requirements of Utah H.B. 70, though such requireme nts will result in additional costs to IPA and will diminish the redundancy that would have resulted from having two points of interconnection for the synchronous condensers to the IPP Switchyard.

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

Pebble Springs Wind Project. SCPPA, on behalf of Glendale and two other project participants, signed a long-term power purchase agreement with Pe bble Springs Wind Project LLC. The facility is located in Oregon with a total capacity of 99 MW, comprised of 47 Suzlon 2.1 MW wind turbines. Glendale has a 20.264% (approximately 20 MW) entitlement interest in the total capacity, energy and environmental attribute rights produced by the facility. In the Fi scal Year ended June 30, 2024, Pebble Springs Wind Project provided 42,501 MWh of energy to Glendale.

Skylar Resources Firmed Renewable Purchase. In 2014, Glendale executed a 25-year agreement with Skylar Resources L.P. for the annual delivery of 292,000 MWh of energy to Glendale starting on December 1, 2015. In the Fiscal Year ended June 30, 2024, 302,540 MWh of energy was delivered to Glendale. Deliveries may take place at the Mead Su bstation, Nevada-Oregon Broader (NOB), or another mutually agreed point. At least half of this energy must qualify each year as Portfolio Content Category 1

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(“PCC 1”) renewable energy under State law and regul ations, and may be generated from a variety of renewable resources. The energy is delivered to the De partment as a block from 6 a.m. to 10 p.m. every day. In November 2015, the transaction was bifurcated into two separate agreements: the first agreement was a four-year contract with Morgan Stanley Capital Group, Inc. from December 1, 2015 through December 31, 2019. The second agreement was a 21-year contract with Skylar from January 1, 2020 through November 30, 2040. In October 2017 the ex isting power purchase agreement was terminated and replaced with a 21-year Western Systems Power P ool (“WSPP”) Power Purchase Agreement to increase renewable and carbon-free energy deliveries from 50% to 75%. In 2021, Skylar Resources L.P. assigned the power purchase agreement to Townsite Solar, LLC.

Whitegrass Geothermal Renewable Purchase. In 2020, SCPPA, on behalf of Glendale, signed a long-term power purchase agreement with Whitegrass No. 1, LLC for the annual delivery of 3 MW or approximately 23,000 MWh annually of renewable geothermal energy from the Whitegrass Geothermal Project located in Lyon County, Nevada. Glendale has a 100% entitlement interest in the total energy, capacity, and environmental attribute rights produced by the project. The deliveries began on April 1, 2020 and the contract ends on December 31, 2045. In the Fiscal Year ended June 30, 2024, Whitegrass Geothermal Project provided 21,461 MWh of energy to Glendale.

Star Peak Geothermal Renewable Purchase . In 2020, SCPPA, on behalf of Glendale, signed a long-term power purchase agreement with Star Peak Geothermal, LLC for the annual delivery of 12.5 MW or approximately 100,000 MWh annually of renewable geothermal energy from the Star Peak Geothermal Energy Project which will be devel oped in Pershing County, Nevada. Glendale has a 100% entitlement interest in the total energy, capacity, and environmental attribute rights produced by the project. The project started delivering power in Septembe r 2022, and the contract ends on December 31, 2045. In the Fiscal Year ended June 30, 2024, Star Peak Geothermal Project provided 53,758 MWh of energy to Glendale.

Eland I Solar and Storage Purchase. In December 2019, SCPPA, on behalf of Glendale and the Los Angeles Department of Water and Power, signed a 25-year power purchase agreement with 68SF 8ME, LLC for the purchase of renewable solar energy, battery energy storage system capacity, and environmental attribute rights from the Eland I Solar and Storage Center. The facility will be developed in Kern County, California. The energy will be delivered at Barren Ridge, and Glendale has entered into an agreement with the Los Angeles Department of Water and Power for the transmission of the energy to Glendale. Glendale has a 12.5% entitlement interest in the total capacity, energy, storage and environmental attribute rights produced by the Facility, or 25 MW of renewable solar energy and 18.75 MW/75 MWh of battery storage capacity. The project began commercial operation on November 18, 2024 . In the Fiscal Year ended June 30, 2024, Eland I Solar and Storage Project provided 3,069 MWh of energy to Glendale. Glendale is not a participant in phase II of the Eland project.

Fuel Supply
In the Fiscal Year ended June 30, 2024, Glendale generated approximately 2.47% of its electric energy requirements from local generating units which burn natural gas and are available for emergency operations and to provide operating reserves.

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

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Interstate Transportation. Natural gas is the primary fuel supply for Glendale’s local generating requirements. Canadian natural gas is transported using Glendale’s firm transportation on the TransCanada pipeline system and the PGT pipeline to the Pacific Gas & Electric Company (“PG&E”) system at Malin (near the California-Oregon border), then into the SCG system at Wheeler Ridge (near Bakersfield, California) using Glendale’s PG&E entitlement.

SCG provides transportation of gas to local ge nerating plants from Topock on the east and from the PG&E expansion line terminus at Wheeler Ridge to the north. The current volumetric tariff rate is $0.8824 per MMBtu. There are a number of factors, including those described in the “Green Book” of the California Public Utilities Commission (the “CPUC”) on natural gas industry restructuring, which could affect the tariff rate or fundamentally change Glendale’s costs for intrastate gas transmission. In addition, intrastate transport costs are expected to increase due to pipeline safety investments by PG&E and SCG.

Biogas Renewable Generation Project. In November 2021, the City Council certified the EIR for the Biogas Renewable Generation Project. The project entails installation of generation units at the Scholl Canyon landfill site so that the landfill gas can be directly processed to generate energy at the Scholl Canyon site. The Scholl Canyon site is located in the C ity. The Biogas Renewable Generation Project has an estimated cost of $76 million and the project would be completed over a course of approximately 30 months.

On January 24, 2023, the City Council approved a fu ll notice to proceed for the second and final phase of the project. The project will have four Jenbacher gas engine generators that will generate approximately 11 megawatts of power. Per modeling done by the consultant on the future gas production and degradation of landfill gas after its closure, there will be sufficien t gas production to run the proposed four engines until 2034, and three engines until 2042. During this ti me, the Biogas Renewable Generation Project will generate approximately 10.5 to 12 megawatts (four engines) and 7.7 to 9 megawatts (three engines) of gross renewable power. After 2042, there will be only tw o engines running and generating an estimated 6 megawatts of gross power. The anticipated commercial operation date is in June 2025.

Natural Gas Reserves Project. In June 2005, Glendale elected to participate in the Pinedale Natural Gas Project through SCPPA for up to 2,000 MMBtu per day. The project provides for the acquisition and development of gas resources, reserves, fields, wells, and related facilities to provide a long- term supply of natural gas for its pa rticipants. Glendale’s share in the project is 4.2553%. The first acquisition by the project was completed on July 1, 2005 with the total cost to the participants (including LADWP which acquired its share directly and not th rough SCPPA) of $306.1 million, of which Glendale cash funded approximately $13 million for its share. The acquisition, located in Pinedale, Wyoming, is expected to provide Glendale with peak daily volume of between 700 to 900 MMBtu. In the Fiscal Year ended June 30, 2024, Glendale received peak daily volume of approximately 362 MMBtu. Glendale Water and Power has reserved $16 million to fund the drilling pr ograms of the Pinedale property and for future acquisitions.

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

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

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

GLENDALE WATER AND POWER

FIRM TRANSMISSION SERVICE AGREEMENTS
(as of June 30, 2024)

Transmission Line/Path Owner/Party
Glendale’s
Capacity

Primary Use

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

Source: Glendale Water and Power.

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

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

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

To have access to potential renewable energy res ource development available in central Utah and the Rocky Mountain region, and to have access to the potential energy in that area, the California participants in IPP initiated the STS Upgrade Project, which increased the transfer capability of the STS by 480 MW. The STS Upgrade Project increased the capac ity of the Southern Transmission System from 1,920 MW to 2,400 MW, increasing Glendale’s entitlement in the STS increased by 11 MW to 55 MW.

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

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

The Renewal Power Sales Contracts provided a process for IPP members to subscribe for shares of the new gas-fired or alternative repowering plant. On July 23, 2019, the City Council approved GWP’s recommendation for continued participation in the IPP project which enabled Glendale to retain its 4.166% share of the project. Upon the expiration of certain or iginal agreements in 2027, Glendale’s share of the STS Renewal Project will be 5.278%.

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

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

Mead-Adelanto Transmission Project, SCPPA Interest (Multiple Members). Glendale is entitled to 112 MW (7.5%) of transmission capacity from the Mead-Adelanto Transmission Project, an approximately 202-mile, 500-kV AC transmission line that extends betw een a southwest terminus at the existing Adelanto Substation in southern California and a northeast terminus at Marketplace Substation, a substation located approximately 17 mi les southwest of Boulder City, Neva da. Glendale has entered into a transmission service contract with SCPPA, under which SCPPA has sold to Glendale, on a “take-or-pay”

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basis, its entitlement share of SCPPA’s member-re lated ownership interest in the Mead-Adelanto Transmission Project. Glendale’s transmission service contract with SCPPA obligates Glendale to pay its share of debt service on bonds issued by SCPPA for the project, as well as capital costs and costs related to operation and maintenance.

Sylmar-Air Way . Glendale has two contracts with LADWP for 100 MW and 50 MW of firm transmission service from the Sylmar Receiving Station to the Air Way Receiving Station. These contracts are for the delivery of energy transmitted over the Pacific Northwest DC Intertie and for delivery of energy purchased from Southwest markets.

Sylmar Services Agreement. Glendale has a contract with LADWP for 115 MW of transfer rights through the Sylmar Switching Station into and out of the California Independent System Operator, which allow for the transfer of energy to/from the Pacific Northwest and to/from Glendale.

Glendale participates in energy markets of the California Independent System Operator (the “ISO”) but currently does not intend to transfer control of its transmission resources to the ISO. Glendale has no firm plans to increase its transmission capacity.

Wholesale Transactions
In addition to making market purchases, Glendale sells wholesale energy, which includes electrical energy and capacity, ancillary services, transmission , renewable energy attributes, emission allowances, carbon allowances and carbon emission offsets, natural gas, transportation, imbalance and storage. When necessary, energy traders seek opportunities to market short-term energy transactions. All transactions are conducted within the Energy Risk Management Policy last approved by the City Council in May 2025.

Glendale’s volume of short-term transactions on the electric wholesale market has fluctuated with market conditions in the western United States as have the revenues the Department has been able to realize by selling energy to third parties. Gross sales to third parties were $18,459,00 0 in Fiscal Year 2019-20, $22,875,000 in Fiscal Year 2020-21, $29,862,000 in Fiscal Year 2021-22, $40,113,000 in Fiscal Year 2022- 23, and $20,666,000 in Fiscal Year 2023-24.

Interconnections and Distribution Facilities
Glendale’s power system is inside the LADWP balancing area and is interconnected to the LADWP system at Air Way Receiving Station and to the Burb ank system at Western S ubstation. Glendale owns facilities for the distribution of electric power to reta il customers. These facilities include approximately 60 miles of 34/69kV power lines, approximately 498 miles of 4/12kV distribution lines (of which approximately 50% are underground), two switchi ng substations, 12 distribu tion substations and 104 distribution feeders. The 69kV Kellogg Switching sta tion, a gas insulated station (“GIS”), includes state- of-the-art relays and devices. In 2011, one distribu tion substation was reconstructed from an air-insulated substation to GIS and converted from a 34.5/4kV station to a 69/12kV station. The project included conversion of 4kV distribution services to 12kV in the service area. In 2016, a second distribution substation was reconstructed from an air-insulated substation to GIS and converted from a 34.5/4kV station to a 69/12kV station. The project included convers ion of 4kV distribution services to 12kV in the service area. In 2017, a 2MW battery energy storage sy stem was installed and connected to Kellogg 69kV Switching substation.

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

In addition, State Legislative Assembly Bill 1890 (“AB 1890”) requires the imposition of a public benefits charge (“PBC”) of 2.85% of annual revenue requirements. Beginning in January of 1998, Glendale collected this PBC as a 2.85% charge applied to all electric charges. In September of 1999, the City Council approved changes to the electric rates to collect th e PBC beginning on January 1, 2000 as a charge per kilowatt hour ($0.002963 per kilowatt hour). In Februa ry of 2008, the City Council approved changes to the electric rates to collect the PBC beginning in Marc h of 2008 as a percentage of the electric bill. The current rate is 2.85% of all electric charges.

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

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

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

The following table sets forth th e average rates for the indicated customer classes for the Fiscal Years ended June 30, 2020 through June 30, 2024, including the Energy Cost Adjustment Charge, Regulatory Adjustment Charge, and Revenue Dec oupling Charge (or Revenue Decoupling Credit, as applicable).

GLENDALE WATER AND POWER

FIVE-YEAR HISTORY OF ELECTRIC SYSTEM RATES
Average Rate – Dollars Per Kilowatt Hour

Fiscal Year Ended June 30,
Customer Class
2024 2023 2022 2021 2020

Residential $0.2814 $0.2398 $0.2238 $0.2117 $0.2073
Commercial 0.2538 0.2196 0.2056 0.2031 0.2001
Industrial 0.2043 0.1971 0.1801 0.1819 0.1781
Lighting 0.0002 0.0008 0.0008 0.0007 0.0007
____________________________
Source: Glendale Water and Power.

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Between Fiscal Years 2018-19 through 2022-23, the Electric System’s base rate has been increased four times. Due to the COVID-19 Pandemic, a 1% increase scheduled to become effective on July 1, 2020, was deferred one year by the City Council to July 1, 2021, and the subsequent two annual rate increases were also deferred by one year. The increased revenues from the rate increases in the base rates are intended to cover the rising costs of labor and materials and to further replenish the cash reserves.

In 2023, Glendale completed a rate study. The rate study was required to determine what if any rate increases might be needed to support the recently approved and proposed clean energy programs. The rate study also took into account the revised cost estimates for the Grayson Repower Project and the Biogas Renewable Project, as well as impacts COVID-19 may have on current and future electric sales and revenues. The rate study recommended overall system rate increases of 14.8%, 11.3% and 11.3% over three years, respectively. The City Council approved the series of rate increases in November 2023 that will take effect January 1, 2024, July 1, 2024 and July 1, 2025, respectively. [Subsequent rate actions, if any, to be described here.]
The City Council has an approved cash reserve po licy for the Electric System. The currently approved level is $124.1 million. The cash reserve cons ists of moneys on deposit in an operating reserve, a contingency reserve, a rate stabilization reserve and a gas reserve. As of J une 30, 2024, $124.1 million was designated.

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

GLENDALE WATER AND POWER

PERCENTAGE INCREASE IN ELECTRIC RATES

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

Source: Glendale Water and Power.

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Electric Revenue Bonds 2025 Series
Customers, Energy Sales, Revenues and Demand
The average number of customers, MWh sales and revenues derived from sales, by classification of service, during the past five Fiscal Years, are listed below.

GLENDALE WATER AND POWER

ELECTRIC SYSTEM

CUSTOMERS, SALES, REVENUES AND DEMAND

Fiscal Year Ended June 30,
2024 2023 2022 2021 2020
Number of Customers:

Residential 77,563 77,188 76,929 76,757 76,700
Commercial 13,221 13,184 13,140 13,108 13,114
Industrial 183 185 193 193 195
Other (Government) 21
21 21 21 21
Total 90,988 90,578 90,283 90,079 90,030

Megawat
t-Hour Sales:

Residential 375,266 402,751 381,594 400,862 377,905
Commercial 304,966 307,505 310,816 294,782 311,633
Industrial 284,737 280,350 283,930 273,434 296,871
Public Street & Highway
Lighting 9,226
9,245

9,185 9,173 9,236
Total Retail Energy Sales 974,195 999,852 985,525 978,251 995,645 Wholesale(1) 224,585 397,991 419,063 482,809 466,894 Total Energy Sales 1,198,780 1,397,843 1,404,588 1,461,060 1,462,539

Revenues from Sale of Energy:

Residential $105,618,000 $96,598,000 $85,439,000 $ 84,866,000 $ 78,325,000 Commercial 74,409,000 64,563,000 61,001,000 56,915,000 59,423,000 Industrial 58,172,000 55,248,000 52,586,000 49,740,000 52,869,000 Public Street & Highway
Lighting 3,002,000 2,961,000 2,933,000 2,961,000 2,933,000 Wholesale
(1) 20,666,000 40,113,000 29,862,000 22,875,000 18,459,000 Total Energy Sales $261,867,000 $259,483,000 $231,821,000 $217,357,000 $212,009,000 _____________________
(1) Fluctuations in wholesale sales revenues we re due primarily to changing market demand.

Source: Glendale Water and Power.

For the Fiscal Year ended June 30, 2024, approximately 40% of Glendale’s electric sales revenues were derived from sales to residential customers, while industrial and commercial customers represented approximately 22% and 28% of sales revenues, respectiv ely. Additional revenues, other than retail sales, were generated from sales to governmental agencies, wholesale operations, and sales to other utilities.

Within Glendale, large commercial and industrial customers are principally institutions and large corporations (such as hospitals, entertainment companies, and high-rise office buildings). No single large commercial/industrial customer acc ounted for more than 3% of total electric sales revenues during the Fiscal Year ended June 30, 2024. The top 10 industrial customers represented approximately 16% of total electric sales revenues during the Fiscal Year ended June 30, 2024.

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Electric Revenue Bonds 2025 Series
Capital Requirements
Glendale currently expects capital requirements fo r the Electric System for the current and next four Fiscal Years to aggregate approximately $544 million. This includes capital requirements such as the Grayson Repowering Project and the Biogas Renewable Generation Project at the Scholl Canyon site. See “Electric Rates and Charges” above. It is expect ed that these requirements will be funded from a combination of revenues, bond proceeds and cash r eserves of the Electric System. The Grayson Repowering Project is projected to require since inception $710 million in capital expenditures through Fiscal Year 2025-26. The Biogas Renewable Generation Project is expected to require $76 million in capital expenditures over a two-year period starting in Fiscal Year 2023-24.

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

GLENDALE WATER AND POWER

ELECTRIC SYSTEM

CAPITAL REQUIREMENTS
($ in Thousands)

Fiscal
Year
Capital
Requirements*
2025 $198,823
2026 476,519
2027 26,125
2028 26,025
2029 15,225
Total $742,717
_____________________________
* Includes Grayson Repowering Project and Biogas
Renewable Generation Project Source: Glendale
Water and Power.

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

Since the Fiscal Year ended June 30, 2020, the Electric System has transferred between $17.5 million and $24.1 million per year from the Electric Works Revenue Fund to the City’s general fund.

Glendale’s Fiscal Year 2024-25 budget includes a transfer of $28.9 million from the Electric Works Revenue Fund to the City’s general fund.

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Electric Revenue Bonds 2025 Series
Indebtedness; Joint Powers Agency Obligations
Electric System Revenue Bonds. The 2025 Series Bonds will be secured by a pledge of and lien upon Net Income of the Electric System on a parity with the 2016 Refunding Bonds, the 2024 Series Bonds, the 2024 Refunding Bonds and the 2024 Second Series Bonds and any other parity obligations of the Electric System payable from Net Income of the Electric System issued from time to time. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS” herein. As of July 1, 2025, in addition to joint powers agency obligations, Glendale had $4 26,850,000 in outstanding principal amount of long- term obligations payable from net revenues of the Electric System (after the payment of operating and maintenance expenses of the Electric System, includi ng Glendale’s obligations with respect to its agreements with joint powers agen cies as described under “– Joint Po wers Agency Obligations” below) consisting of $47,050,000 aggregate principal amount of 2016 Refunding Bonds, $164,560,000 aggregate principal amount of 2024 Series Bonds, $49,760,000 aggregate principal amount of 2024 Refunding Bonds and $165,480,000 aggregate principal amount of 2024 Second Series Bonds.

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

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

Payment for these obligations is expected to be made from operating revenues received during the year that payment is due. All of these agreements (other than the agreements relating to SCPPA’s Prepaid Natural Gas Project bonds) contain “step-up” provisions obligating the City to pay a share of the obligations

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Electric Revenue Bonds 2025 Series
of any defaulting participant. The City’s participation and share of the principal obligations of SCPPA and IPA (without giving effect to any “step-up” provisions) are shown in the following table.

GLENDALE WATER AND POWER

OUTSTANDING IPA AND SCPPA OBLIGATIONS
(as of December 1, 2024)

Outstanding
Debt
City’s
Participation(1)
City’s Share of
Principal Amount of
Outstanding Debt(2)
IPA
Intermountain Power Project $112,520,000 2.124% $2,389,925 Renewal Project 1,695,130,000 4.167 70,636,067
SCPPA
STS Projec
t $101,005,000 2.274 $2,296,854
STS Renewal Project 1,237,520,000 5.278 65,316,306
Magnolia Power Project(3) 199,240,000 17.254 34,376,870 Prepaid Natural Gas Project 234,360,000 23.000 53,902,800 Tieton Hydropower Project .......................... 29,500,000 50.000 14,750,000 Linden Wind Energy Project ........................ 74,765,000 10.000 7,476,500 (4) Windy Point Project/Windy Flats …...…… 148,505,000 7.630 11,330,932 (5) Milford Wind Corridor Phase II ................... 59,435,000 4.902 2,913,504 (6) TOTAL $3,891,980,000 $265,389,756
____________________________
(1) Participation obligation is subject to increase upon default of another project participant (other than with respect to SCPPA’s Prepaid Natural Gas Project bonds).
(2) Does not include interest on the debt.
(3) Excludes bonds relating solely to City of Cerritos. (4) LADWP has purchased from Glendale its 10.0% output entitlement share and has agreed to pay costs associated therewith. (5) LADWP has purchased from Glendale its 7.630% output entitlement share and has agreed to pay costs associated therewith. (6) LADWP has purchased from Glendale its 4.902% output entitlement share and has agreed to pay costs associated therewith.

Source: Glendale Water and Power.

For the Fiscal Year ended June 30, 2024, Glendale ’s payments of debt service on its joint powers agency obligations aggregated approximately $5 million. Annual debt service on Glendale’s joint powers agency obligations is expected to increase from this level and increase to approximately $20 million in the Fiscal Year ending June 30, 2053 due to the STS Renewal Project. This projection assumes no additional future debt issuances. Unreimbursed draws under liqui dity arrangements supporting joint powers agency variable rate debt obligations bear interest at a ma ximum rate substantially in excess of the assumed rates stated above and may be subject to repayment to the liquidity provider over a significantly shorter period than the originally scheduled payment of principal on the related bonds. Interest rate swap agreements entered into by joint powers agencies in connection with hedged variable rate joint powers agency obligations may be subject to early termination. In the event of early termination of a joint powers agency interest rate swap agreement, the joint powers agency could be obligated to make a substantial payment to the applicable swap provider a corresponding amount of which termination payment (proportionate to each project participants’ participation share in the relate d project) could be due from the applicable project participants.

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

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Electric Revenue Bonds 2025 Series
nameplate capacity wind powered electric generating facility comprised of 25 wi nd turbines located near the town of Goldendale in Klickitat County, Washi ngton, including the structures, facilities, equipment, fixtures, improvements and associated real and person al property and other rights and interests necessary for the ownership and operation of the generation facility and the sale of energy therefrom, (ii) an entitlement share of 4.902% of the Milford Wind Corridor Phase II Project, which consists of the purchase by SCPPA of all energy generated by a 102 MW nameplate capacity wind powered electric generating facility comprised of 68 wind turbines located near M ilford, Utah, for a term of 20 years (unless earlier terminated), and (iii) an entitlement share of 7.630% of the Windy Point/Windy Flats Project, which consists primarily of the purchase by SCPPA of a ll energy generated by a 262.2 MW nameplate capacity wind powered electric generating facility comprised of 114 wind turbines and related facilities located in the Columbia Hills area of Klickitat County, Washin gton near the City of Goldendale, for a term of 20 years (unless earlier terminated). Under each power sales agreement Glendale is obligated to pay its share of debt service on bonds or notes issued by SCPPA fo r each such project, as well as certain capital and other costs related to operation and maintenance.

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

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Electric Revenue Bonds 2025 Series
Historical and Projected Operating Results and Debt Service Coverage The following table shows the historical operating results and debt service coverage during the five Fiscal Years ended June 30, 2020 through June 30, 2024 and projected operating results and debt service coverage for Fiscal Year ended J une 20, 2025 on Glendale’s outsta nding Electric System bonds. The information relating to the Fiscal Years ended June 30, 2020 through June 30, 2024 was prepared by Glendale on the basis of its audited financial statements and information derived from its audited financial statements.

GLENDALE WATER AND POWER

ELECTRIC SYSTEM

HISTORICAL AND PROJECTED OPERATING RESULTS AND DEBT SERVICE COVERAGE ($ in thousands)
Fiscal Year Ended June 30,
2025* 2024 2023 2022 2021 2020

Operating Revenues
Revenues $309,783 $261,867 $259,483 $231,821 $217,357 $212,009 Other Revenues Available for Debt
Service
(1) 39,358 32,683 18,409 6,371 13,961 23,360 Total Revenues Available for Debt
Service 349,141 294,550 $277,892 $238,192 $231,318 $235,369

Operating Expenses
(2)
Production(3)
$142,277
$142,589(4) $190,083 $145,451 $141,136 $132,621
Transmission & Distribution 52,842 46,312 47,884 34,657 38,428 38,793 Customer Accounting & Sales 8,925 8,869 9,689 12,070 8,340 7,532 Total Expenses $204,044 $197,770 $247,656 $192,178 $187,904 $178,946 Net Income Available for Debt
Service $145,097 $96,780 $30,236 $46,014 $43,414 $ 56,423 Debt Service
(5) $26,642 $12,173 $12,167 $12,168 $12,071 $ 12,071
Debt Service Coverage(6) 5.45x 7.95x 2.49x 3.78x 3.60x 4.67x ________________________
* Fiscal Year ended June 30 , 2025 figures are projected. (1) Other revenues available for debt service include interest revenues plus other non-operating revenues less other non- operating expenses excluding interest expenses. Does not include contributions in aid. (2) Operating expenses exclude depreciation, gas depletion, capital expenditures and transfers to Glendale’s general fund (which transfers are payable after the payment of debt service). (3) Includes generation, fuel, purchase power and labor expenses. (4) Production costs for the Fiscal Year ended June 30, 2024 are lower than the two prior Fiscal Years due to (i) operation of a single unit of the Grayson Power Plant, as all units except for Unit 9 were taken offline as of June 30, 2023 in preparation for demolition; (ii) moderate weather during the summer months of 2023; and (iii) lower natural gas prices in the spot markets relative to prior Fiscal Years.
(5) Represents debt service on Glendale’s outstanding Electric System revenue bonds. (6) Increase in Debt Service Coverage for the Fiscal Year ende d June 30, 2024 due to decrease in production costs, and increase in interest income and rates.

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.

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Electric Revenue Bonds 2025 Series

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

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Electric Revenue Bonds 2025 Series
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.

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Electric Revenue Bonds 2025 Series
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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Electric Revenue Bonds 2025 Series
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,

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Electric Revenue Bonds 2025 Series
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

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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

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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

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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

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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

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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

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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

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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

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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

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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

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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.

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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

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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

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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.

The Underwriter may offer and sell the 2025 Series Bonds to certain dealers at prices lower than the initial

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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

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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

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Electric Revenue Bonds 2025 Series
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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Electric Revenue Bonds 2025 Series

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.

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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

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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

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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

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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

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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.

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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

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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

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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

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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

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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

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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

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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

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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.

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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.

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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

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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

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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.

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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

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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

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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

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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.

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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

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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.

Glendale City CouncilJune 3, 2025

Glendale City Council
June 3, 2025