Norton Rose Fulbright US LLP draft 2/21/26
302015663.2
NOTICE I
NVITING BIDS
$[PAR AMOUNT]*
CITY OF GLENDALE, CALIFORNIA
Electric Revenue Bonds, 2026 Refunding Series
NOTICE IS HEREBY GIVEN that bids as de scribed herein will be received by the Director of Finance of the City of Glendale, California (the “City”), or his designee, for the purchase of all, but not less than all, of the Ci ty of Glendale, California Electric Revenue Bonds, 2026 Refunding Series (the “Bonds”), more particularly described herein.
The bids will be received in the form, in th e manner and up to the time specified below (unless postponed or cancelled as described herein):
Date and Time: [___], [___], 2026
[8:00] a.m., California time
Electronic Bids: Electronic proposals may be submitted through the BiDCOMPTM/PARITY® electronic bid submission
system of Ipreo, at www.newissuehome.i-deal.com.
Ipreo will act as agent of the bidder and not of the
City in connection with the submission of bids, and
the City assumes no responsibility or liability for bids submitted through Ipreo’s sy stem. See “Electronic
Bidding” herein.
No Facsimile, Hand Delivery No facsimile, hand delivery or sealed bids will be or Sealed Bids: accepted.
No bid will be received after the applicable time specifie d above. To the extent any instructions or directions set forth in Ipreo conflict with this Notice Inviting Bids, the terms of this Notice Inviting Bids shall contro l. Further informa tion about Ipreo, including qualification, registration, rules and any fee charged, may be obtained from Ipreo at (212) 849-5021.
Type of Bid Allowed
Subject to the bid requirements described in this Notice Inviting Bids, conforming bids for the Bonds may be submitted on only an “all-or-none” basis for all of the Bonds, and if such bid is accepted by the City, the bidder will be required to purchase all of the Bonds in accordance with such bid. All bids must be unconditional.
Receipt of Bids and Award of Bonds
Bids will be received in electronic form only and solely through the electronic bid submission system of Ipreo. The City reserves the right to reject any and all bids and to waive any irregularity or error in any bid. No bid may be withdrawn after the time set for the closing of bids. * Preliminary, subject to change.
EXHIBIT B
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2 The bids will be received at the above time and date. The Director of Fi nance, or his designee, acting on behalf of the City, will take official action awarding the Bonds or rejecting all bids with respect to the Bonds not later th an 2 hours after the time established for receipt of bids for the Bonds, unless such time period is waived by the winning bidder.
Purpose of the Bond Issues
The Bonds are being issued by the City to (i) refund all or a portion of the City’s outstanding Electric Revenue B onds, 2016 Refunding Series (the “2016 Refunding Bonds”) and (ii) pay the costs of issuance of the Bonds.
Authority for Issuance
The Bonds are authorized and will be issued pursuant to Article XXVI of the City Charter, an Ordinance adopted by the City Council of th e City on [____], 2026 (the “Ordinance”), and an Indenture of Trust, dated as of February 1, 2000, by and between the City and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the “Trustee”), as supplemented and amended, including as supplemented by an Twelfth Supplement to Indenture of Trust, to be dated as of May 1, 2026, relating to the Bonds (collectively, the “Indenture of Trust”).
Bidders are referred to the Indenture of Trust and the Preliminary Official Statement for definitions of terms and further information regarding the Bonds.
Security; Limited Obligations
The Bonds are an obligation solely payable from the Electric Works Revenue Fund of the City and certain other funds as provided in the Indenture of Trust. The Bonds are secured by a pledge of and lien upon Net Income of the Electric System and will be on a parity with any other obligations (including other reve nue bonds) of the Electr ic System payable from Net Income of the Electric System issued from time to time pursuant to the terms of the Indenture of Trust.
The Bonds are being issued on a parity with any of the City’s Electric Revenue Bonds, 2024 Bonds (the “2024 Bonds”), cu rrently outstanding in the aggregate pr incipal amount of $[____], the City’s Electric Revenue Bonds, 2024 Refunding Bonds (the “2024 Refunding Bonds”), currently outstanding in the aggregate pr incipal amount of $[____], the City’s Electric Revenue Bonds, 2024 Second Series (the “2024 Second Series Bonds”), currently outstanding in the aggregate principal amount of $[___] and the City’s Electric Revenue Bonds, 2025 Series (the “2025 Bonds”), currently outstanding in the ag gregate principal amount of $[___]. The 2024 Bonds, the 2024 Refunding Bonds, the 2024 Sec ond Series Bonds and the 2025 Bonds are collectively referred to herein as the “Outstanding Bonds.” The City may issue additional bonds from time to time in accordance with the Indenture of Trust. See “SECURITY AND SOURCES OF PAYMENT FOR THE BONDS - Additional Bonds” in the Preliminary Official Statement.
The City has covenanted in the Indenture of Trust that the rates to be charged for services furnished by the Electric System shall be fixed so as to provide Gross Revenues for each Fiscal Year at least sufficient to pay, as the same become due, the principal of and interest on the Bonds (and the Outstanding Bonds and any parity bonds hereafter issued) and the Parity Obligations for such Fiscal Year and all other obligations an d indebtedness payable fr om the Electric Works 302015663.2
3 Revenue Fund for such Fiscal Year (including the payment of any amounts owing to any provider of any surety bond, insurance policy or letter of credit with respect to the Bonds (and the Outstanding Bonds and any parity bonds hereafte r issued) or any Parity Obligations, which amounts are payable from the Electric Works Revenue Fund) or from any fund derived therefrom, and also the Maintenance and Operating Expenses for such Fiscal Year, and shall be so fixed that the Net Income of the Electric System for each Fiscal Year shall be at least equal to 1.10 times the amount necessary to pay principal and interest (including mandatory sinking account redemption payments) as the same become due, on all Bonds (and the Outstanding Bonds and any parity bonds hereafter issued) and any Parity Obligations for such Fiscal Year. “Gross Revenues” pursuant to the Indenture of Trust means all revenues, charges, income and receipts derived by the Gle ndale Water and Power (the “Department”) from the operation of the Electric System or arising from the Electric System (including all revenues, charges, income and receipts received by the Department from th e 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 co mpliance with the rate covenant in the Indenture, the amounts on deposit in any unrestricted funds of the Elec tric System designated by the City Council by resolution (or by approval of a budget of the Electric Works Revenue Fund providing for such transfer) and available for the purpose of paying Maintenance and Operating Expenses and/or Debt Service on the Bonds and/or any Parity Obligations then outstanding, but excepting therefrom all refundable charges and deposits to secure service.
The general fund of the City is not liable for the payment of any Bond, any premium thereon upon redemption prior to maturity or inte rest thereon, nor is the credit or taxing power of the City pledged for the paymen t of any Bond, any premium thereon upon redemption prior to maturity or interest thereon. The Owner of any Bond shall not have the right to compel the exercise of the taxing power by the City or the forfeiture of any of its property. The principal of and interest on the Bonds and any premium upon the redemption of any thereof prior to maturity are not a debt of the City nor a lega l or equitable pledge, charge, lien or encumbrance upon any of its property or upon any of its income, receipts or revenues, except the Net Income and other funds that are pledged under the Indenture of Trust to the payment of the Bonds, interest thereon and any premium upon redemption.
Parity Reserve Fund
Pursuant to the Indenture of Trust, the City will maintain the Parity Reserve Fund in an amount equal to the Reserve Fund Requirement, le ss any moneys on depos it in an unrestricted fund or account of the Electric System as perm itted in the definition of “Reserve Fund Requirement.”
“Reserve Fund Requirement” is defined in the Indenture of Trus t to mean, as of any date of determination and excludi ng therefrom any Bonds, Outsta nding Bonds, any parity bonds hereafter issued or Parity Obligations for which no reserve fund is to be maintained or for which a separate reserve fund is to be ma intained, the least of (a) ten percent (10%) of the issue price of the Bonds, Outstanding Bonds, any parity bonds her eafter issued and Parity Obligations to be secured by the Parity Reserve Fund as determined under the Internal Revenue Code of 1986 (the “Code”), (b) the maximum Annual Debt Service for the current or any subsequent year on all 302015663.2
4 Bonds, Outstanding Bonds and Parity Obligations to be secured by the Parity Reserve Fund, or (c) one hundred twenty-five percent (125%) of the Average Annual Debt Service on all Bonds, Outstanding Bonds and Parity Obligations to be secured by the Parity Reserve Fund, all as computed and determined by the City; provided, that with respect to such least amount, up to fifty percent (50%) of such least amount may be held in any unrestricted fund or account of the Electric System that is not pledged to secure the payment of the Bonds, Outstanding Bonds and any Parity Obligations; provided further, that such requirement (or any portion thereof) may be provided by the City delivering to th e Trustee for credit to the Parity Re serve Fund one or more policies of municipal bond insurance or surety bonds issued by a municipal bond insurer if the obligations insured by such insurer have ratings at the time of issuance of such policy or surety bond equal to “Aaa” assigned by Moody’s and “AAA” assigned by Standard & Poor’s (and if such insurance company is rated by A.M. Best & Company, such insurance company is rated in the highest rating category by A.M. Best & Company) or by a letter of credit issued by a bank or other institution if the obligations issued by such bank or other institution have ratings at the time of issuance of such letter of credit equal to “Aa” or higher assign ed by Moody’s or “AA” or higher assigned by Standard & Poor’s.
At the time of issuance of the Bonds, the Reserve Fund Requirement will be satisfied to the maximum extent permitted in the definition of “Reserve F und Requirement,” which will be approximately $[___]
*.
The Parity Reserve Fund is pledged to, and shall be used solely for, the purpose of paying the principal of and interest on the Bonds (and the Outstanding Bonds and parity bonds hereafter issued) and any Parity Obligations secured by the Parity Reserve Fund in the event that money in the Parity Obligation Payment Fund or any comp arable fund established for the payment of principal and interest on any Par ity Obligations secured thereby is insufficient therefor, and for that purpose money shall be tran sferred from the Parity Reserv e Fund to the Parity Obligation Payment Fund. Whenever money is transferred from the Parity Reserve Fund, an equal amount of money shall be transferred to the Parity Re serve Fund from the first available money in the Electric Works Revenue Fund (after the payment of Maintenance and Op erating Expenses and after transfers to the Parity Ob ligation Payment Fund) if required to bring the balance on deposit in the Parity Reserve Fund up to the Reserve Fund Requirement.
Municipal Bond Insurance
The City will accept bids which are based upon the issuance of a municipal bond insurance policy for some or all of the maturities of the Bonds. However, bids shall not be conditioned upon the issuance of any such policy. The City makes no representation as to whether the Bonds will qualify for municipal bond insurance. Payment of any insurance premium and satisfaction of any conditions to the issuance of a municipal bond insurance policy shall be the sole responsibility of the winning bidder. In particular , the City will neither amend nor supplement the Indenture of Trust in any way nor will it enter into any additi onal agreements with respect to the provision of any such policy. FAILURE OF THE INSURANCE PROVIDER TO ISSUE ITS POLICY SHALL
NOT CONSTITUTE CAUSE FOR A FAILURE OR REFUSAL BY THE WINNING BIDDER TO ACCEPT DELIVERY OF OR PAY FOR THE BONDS. The winning bidder must provide the
* Preliminary, subject to change.
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5 City with the municipal bond insurance commitment and information with respect to the municipal bond insurance policy and the insura nce provider for inclusion in the final Official Statement within two (2) business days fo llowing the award of the bid by th e City. The City will require a certificate from the insurance provider in the form attached hereto as A ppendix A on or prior to the date of delivery of the Bonds, as well as an opinion of counsel to the insurance provider regarding the enforceability of the municipal bond insurance policy and a tax certificate, each in form reasonably satisfactory to the City and the winning bidder.
If the successful bidder for the Bonds purchas es a bond insurance policy, the City may require such successful bidder to furnish to the City and Bond Couns el a certificate in form and substance acceptable to Bond Couns el confirming that the present value of the premium for the insurance policy is less th an the present value of the expected interest savings on the Bonds as a result of the insurance policy (for this purpose, present value is calculated using the yield on the Bonds, taking into account the insurance policy, as the discount rate).
Book-Entry Only
The Bonds will be issued as fully register ed bonds and, when issued, will be initially registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). DTC will act as security depository for the Bonds. Individual purchases of the Bonds will be made in book-entry form only, in denominations of $5,000 principal amount or any integral multiple thereof. Payments of principal of, interest and premium, if any, on the Bonds will be paid by the Trustee to DTC, which is obligated in turn to remit such principal, premium, if any, and interest to its DTC Participants for subse quent disbursement to the beneficial owners of the Bonds.
Interest Payment Dates
The Bonds will be dated the Date of Delivery, and interest will be payable semiannually on each February 1 and August 1, commencing August 1, 2026. 302015663.2
6 Principal Amortization
The Bonds shall be subject to principal amor tization through serial maturities (and, if applicable, as provided herein, term bonds) matu ring on February 1 in the following years and amounts subject to the adjustments described herein:
February 1
Principal
Amount* February 1
Principal
Amount
*
2027 $ [ ___] 2033 $ [ ___]
2028 2034
2029 2035
2030 2036
2031 2037
2032 2038
* Preliminary, subject to adjustments as descri bed herein. In addition, the City anticipates distributing an updated Maturity Schedule prior to the date scheduled for the receipt of bids, as described under “Adjustment of Principal Amounts and Amortization Schedule.” Adjustment of Principal Amounts and Amortization Schedule The principal amounts for the Bonds set forth in this Notice Inviting Bids reflect certain estimates of the City and its Municipal Advisor w ith respect to the likely interest rates of the winning bid and the net original issue premium contained in the winning bid. The principal amortization schedule (the “Maturity Schedule”) may be changed prior to the time bids are to be received and, if adjustments are made, bidders must bid on the basis of th e adjusted schedule.
Potential bidders will be notified via Ipreo not later than 1:00 p.m. (California time) on the business day preceding the date then pres cribed for the receipt of bids of any change to the Maturity Schedule for the Bonds to be utilized for the bidding process.
After selecting the winning bid, the principal amount of the Bonds and related amortization schedule may be adjusted by the C ity in $5,000 increments as nece ssary in the determination of the City’s Municipal Advisor to reflect the actual interest rates and any net original issue premium in the winning bid and to achieve the City’s debt structuring objectives. The City’s Municipal Advisor will attempt to ensure that the percen tage net compensation to the winning bidder (i.e., the percentage resulting from dividi ng (i) the aggregate difference between the offering price of the Bonds to the public and the price to be pa id by the City, less any bond insurance premium to be paid by the winning bidder, by (ii) the princi pal amount of the Bonds) does not increase or decrease from what it would have been if no adjustment was made to the principal amounts shown in the Maturity Schedule on which the bids are to be received. Any such adjustment will be communicated to the winning bidder within four hours after acceptance of the winning bid.
NO PURCHASER MAY WITHDRAW ANY BID OR CHANGE THE INTEREST
RATES IN ITS BID OR THE REOFFERING PRICES IN ITS ISSUE PRICE CERTIFICATE AS
A RESULT OF ANY CHANGE MADE TO THE PRINCIPAL PAYMENTS OF THE BONDS IN ACCORDANCE WITH THIS NOTICE I NVITING BIDS. FURTHE R, IF THE CITY
CHANGES THE MATURITY SCHEDULE FOR THE BONDS AFTER THE RECEIPT OF
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7 BIDS, THE UNDERWRITER’S DISCOUNT, EXPRESSED IN DOLLARS PER THOUSAND DOLLAR, WILL BE HELD CONSTANT. THE CITY WILL NOT BE RESPONSIBLE, IF AND TO THE EXTENT THAT, ANY ADJUSTMENT AFFECTS (i) THE NET COMPENSATION TO BE REALIZED BY THE PURCHASER OR (ii) THE TRUE INTEREST COST OF THE WINNING BID OR THE RANKING OF ANY BID RELATIVE TO OTHER BIDS.
Serial Bonds and/or Term Bonds; Mandatory Sinking Fund Redemption Bidders may elect to structure the issue to include term bonds, which term bonds, if selected by the winning bidder, will be subject to mandatory sinking fund redemption prior to maturity, in the years and amounts shown above (as same may be adjusted, as described above). If the Bonds are awarded to a bidder and no term bonds are designed in the winning bid, the Bonds will mature serially as shown in the preceding schedule (as same may be adjusted, as described above).
If the winning bidder designates principal amounts to be combined into one or more term bonds, each such term bond shall be subject to mandatory sinking fund redemption commencing on February 1 of the first year which has been combined to form such term bond and continuing on February 1 in each year thereafter until the stated maturity date of that term bond. The amount redeemed in any year sh all be equal to the prin cipal amount for such year set forth in the table above under “Principal Amortization,” as adjust ed in accordance with the provisions described above under “Adjustment of Pr incipal Amounts and Amortiza tion Schedule.” Bonds to be redeemed in any year by mandatory sinking fund redemption shall be redeemed in part at par and shall be selected by lot from am ong the Bonds of the applicable ma turity then subject to sinking fund redemption. The City, at its option, ma y credit against any mandatory sinking fund redemption requirement term bonds of the maturity then subject to redemption which have been purchased and cancelled by the City or have been redeemed and not theretofore applied as a credit against any mandatory sinking fund redemption requirement.
Optional Redemption
The Bonds maturing on or prior to February 1, 20[__] are no t subject to redemption prior to maturity. The Bonds maturing on or after February 1, 20[__] are subject to redemption prior to maturity, at the option of the City, as a whole or in part on February 1, 20[__] or on any date thereafter, in any order of maturity as directed in writing by the City and by lot within a maturity, from funds derived by the City from any legal source, at a redemption price equal to 100% of the principal amount of the Bonds to be redeemed, together with accr ued interest to the redemption date.
Notice of Redemption
Notice of redemption will be mailed, postage pr epaid, to (i) the registered Owners of the Bonds and (ii) one or more information services, in each case at least 30 days but not more than 60 days prior to the redemption date. Notice of redemption will also be given by telecopy, certified, registered or overnight mail to certain securities depositories one day prior to the mailing of notice of redemption to the Owners and the in formation services. Th e actual receipt by the Owner of any Bond of notice of such redempti on shall not be a condition precedent to the redemption, and failure to receive such notice sha ll not affect the validity of the proceedings for the redemption of such Bonds or the cessation of interest on the redemption date.
302015663.2
8 Trustee
The Bank of New York Mellon Trust Company, N.A., Los Angeles, California, is the Trustee for the payment of princi pal of, premium, if any, and in terest on the Bonds and for the registration of the Bonds.
Legal Opinion
The legal opinion of Norton Rose Fulbright US LLP, Bond Counsel, will be furnished to the winning bidder at the time of delivery of the Bonds, without charge to the winning bidder.
Bidding Procedure; Confirmation of Bid
Only electronic bids submitted via Ipreo will be accepted. No other provider of electronic bidding services will be accepted. No bid delivered in person or by facsimile directly to the City will be accepted. Each electronic bid submitted via Ipreo for the purchase of the Bonds shall be deemed an offer to pur chase the Bonds in resp onse to this Notice Invi ting Bids, and shall be binding upon the bidder as if made by a signed, sealed bid delivered to the City. The successful bidder must confirm the details of such bid by a signed copy of Appendix B of this Notice Inviting Bids delivered by email to the City’s Muni cipal Advisor at [email protected] and [email protected] immediately after being notified by the City of being the winning bidder, the original of which must be received by the Director of Finance of the City, or his designee, on the following business day at the address shown on Appendix B of this Notice Inviting Bids. Failure to deliver this confirmation does not relieve the bidder of its obligation to complete the purchase of the Bonds.
Electronic Bidding
Electronic proposals must be submitted through Ipreo. If any provision of this Notice Inviting Bids conflicts with information provided by Ipreo, this Notice Inviting Bids shall control.
Each bidder will be solely responsible for ma king necessary arrangements to access Ipreo for purposes of submitting its bid in a timely manner and in compliance with the requirements of this Notice Inviting Bids. The City will not have any duty or obligation to provide or assure access to Ipreo to any bidder, and the Ci ty will not be responsible for proper operation of, or have any liability for, any delays, interruptions or da mages caused by use of Ipreo or any incomplete, inaccurate or untimely bid submitted by any bidder through Ipreo. The City is permitting use of Ipreo as a communication mechanism, and not as an agent of the City, to facilitate the submission of electronic bids for the Bonds. Ipreo is acting as an independent contractor, and is not acting for or on behalf of the City. The City is not res ponsible for ensuring or verifying bidder compliance with any procedures established by Ipreo. The City may regard the electronic transmission of a bid through Ipreo (including information regarding the purchase price for the Bonds or the interest rates for any maturity of the Bonds) as though the information were submitted and executed on the bidder’s behalf by a duly authorized signator y. The City is not bound by any advice of or determination by Ipreo to the effect that any particular bid complies with the terms of this Notice Inviting Bids. All costs and expenses incurred by prospective bidders in connection with their submission of bids through Ipreo ar e the sole responsibility of such bidders, and th e City is not responsible for any such costs or expenses. Further informati on about Ipreo, including any fee charged to the bidder, may be obtained from Ipreo at (212) 849-5021. The City assumes no
302015663.2
9 responsibility or liability for bids submitted through Ipreo. Without limiting the foregoing, the City assumes no responsibil ity for any error contai ned in any bid submitte d electronically or for failure of any bid to be transmitted, received or opened by the time for receiving bids, and each bidder expressly assumes the risk of any inco mplete, illegible, untimely or nonconforming bid submitted by electronic transmis sion by such bidder, in cluding, without limitation, by reason of garbled transmissions, mechanical failure, engaged telecommunications lines, or any other cause arising from submission by electronic transmission. The City shall be entitled to assume that any bid submitted Ipreo has been made by a duly authorized agent of the bidder.
All-or-None Bids Only
Bidders only may bid to purchase all maturities of the Bonds. See Appendix B hereto. No bid will be considered which does not offer to purchase all of the Bonds. Each bid must specify an annual rate of interest, a reoffering price a nd a reoffering yield for e ach maturity and a dollar purchase price for the entire issue of the Bonds.
Interest Rates and Minimum Purchase Price
Bidders must specify a rate of interest for each maturity of the Bonds. The rates of interest must be expressed in multiples of one-eighth (1/8) or one-twentieth (1/20) of one percent (1%), and no interest rate can exceed six percent (6.0%) per annum. All Bonds of the same maturity must bear the same rate of interest. A zero rate of interest cannot be named. [The interest rate specified for any maturity of Bonds maturing February 1, 20 [__] and thereafter must be greater than or equal to 5.0%.] No bid th at contains a reoffering price for any single maturity of less than 100% of the par will be considered.
Bid Procedure and Basis of Award
Subject to the right reserved to the City to reject any or all bids, the Bonds will be sold to the bidder whose bid produces th e lowest True Interest Cost for the City and otherwise complies with this Notice Inviting Bids. The True Inte rest Cost for the Bonds will be determined by doubling the semi-annual interest rate, using a 360-day year, compounded semiannually, necessary to discount the semi-annual debt service payments from their respective payment dates to the dated date of the Bonds and to the aggr egate purchase price to be paid to the City. For the purpose of calculating the True Interest Co st, the principal amount of B onds established for mandatory sinking fund redemption as part of a term bond shall be treated as a serial maturity in each year.
Pursuant to the Ordinance, the maximum interes t rate on any maturity of Bonds shall not exceed six percent (6.0%) per annum.
Bid evaluations or rankings made by Parity are not binding on the City. If two or more bidders offer bids for the Bonds at the same lowest TIC, such bid first received by Ipreo prevails.
Bid Security and Delivery and Payment for Bonds
A bid security (good faith deposit) is required in the amount of $[GOOD FAITH DEPOSIT] for the Bonds. Bid security must be in the form of a wire transfer to the City as instructed by the Municipal A dvisor, no later than 24 hours af ter the City has notified the successful bidder of the award. If not so received, the bid of the lowest bidder will be rejected and
302015663.2
10 the City may direct the second lowest bidder to submit a Good Fa ith Deposit and thereafter may award the sale of the Bonds to the same. No interest on the bid security will accrue to the winning bidder. The bid security will be applied to the purchase price of the Bonds. If the winning bidder fails to purchase the Bonds, the bid security may be retained by the City.
The balance of the purchase price for the Bonds shall be paid in Federal Funds or equivalent immediately available funds. Notwithstanding the foregoing, should a winning bidder fail to pay for the Bonds awarded to it at the price and on the date agreed upon, the City retains the right to seek further compensation for damages sustained as a result.
Delivery of the Bonds is expected to occur on the Date of Delivery. The Bonds shall be delivered to the Trustee for deposit with DTC. Pa yment on the delivery date shall be made in an amount equal to the price bid for the Bonds awarded to the applicab le bidder, less the amount of the bid security provided by such bidder.
Information Required from Winning Bidders
By making a bid for the Bonds, the winning bidder agrees (a) to prov ide to the City, in writing, immediately upon being unofficially awarded the Bonds, a written confirmation of the bid in the form set forth in Appendix B of this Notice Inviting Bids, which shall include the purchase price, reoffering yield(s), and other related information necessary for completion of the final Official Statement, (b) to disseminate to all members of the underwriting syndicate, if any, copies of the final Official Statement, (c) to promptly file a copy of th e final Official Statement with Municipal Securities Rulemaking Board, and (d) to take any and all other actions necessary to comply with applicable Securities and Exchange Commission and Municipal Securities Rulemaking Board rules governing the offering, sale and delivery of the Bonds to ultimate purchasers.
Establishment of Issue Price (Hold-the-Offering Price Rule Will Apply if Competitive Sale Requirements are Not Satisfied).
(a) The winning bidder shall assist the City in establishing the issue price of the Bonds and shall execute and deliver to the City by the closing date an issue price certificate substantially in the form set forth in Appendix C hereto setti ng forth the reasonably exp ected initial offering price to the public, together with the supporting pricing wires or equivalent communications, with such modifications as may be appropriate or necessary, in the reasonable judgment of the winning bidder, the City and Bond Counsel. All actions to be taken by the City under this Notice Inviting Bids to establish the issue price of the Bonds ma y be taken on behalf of the City by the City’s Municipal Advisor identified herein and any notice or report to be provided to the City may be provided to the City’s Municipal Advisor.
(b) The City intends that the provision s of Treasury Regulation Section 1.148- 1(f)(3)(i) (defining “competitive sale” for purposes of establishing the issue price of the Bonds) will apply to the initial sale of the Bonds (the “competitive sale requirements”) because:
(1) the City shall disseminate this Notice Inviting Bids to potential underwriters in a manner that is reasonably designed to reach potential underwriters;
302015663.2
11 (2) all bidders shall have an equal opportunity to bid; (3) the City may receive bids from at l east three underwrite rs of municipal bonds who have established industry reputations for underwriting new issuances of municipal bonds; and
(4) the City anticipates awarding the sale of the Bonds to the applicable bidder who submits a firm offer to purchase the Bonds at the highest price (or lowest interest cost), as set forth in this Notice Inviting Bids.
Any bid submitted pursuant to this Notice Inviting Bids shall be considered a firm offer for the purchase of the Bonds, as specified in the bid.
(c) In the event that the competitive sale requirements for the Bonds are not satisfied, the City shall so advise the winni ng bidder. In such event, the City intends to treat the initial offering price to the public as of the sale date of each maturity of the Bonds as the issue price of that maturity (the “hold-the-offering-price rule ”). The City shall prom ptly advise the winning bidder, at or before the time of award of the Bonds, if the competitive sale requirements were not satisfied, in which case the hold-the-offering-price rule shall apply to the Bonds. Bids will not be subject to cancellation in the event the competitive sale requirements are not satisfied, and the hold-the-offering-price rule thus applies to any maturity of the Bonds as to which less than 10% of the maturity was sold by the winning bidder to the public at a single pr ice. Bidders should prepare their bids on the assumption that some or all maturities of the B onds will be subject to the hold-the-offering-price rule in order to establish the issue price of each maturity of the Bonds.
In the event that the competitive sale requirements are not satisfied, the issue price certificate shall be modified as necessary in the reasonable judgment of Bond Counsel and the City.
(d) By submitting a bid, the winning bidder sh all (i) confirm that the underwriters have offered or will offer the B onds to the public on or before the date of award at the offering price or prices (the “initial offering price”), or at the corresponding yield or yields, set forth in the bid submitted by the winning bidder and (ii) agree, on behalf of the underwriters participating in the purchase of the Bonds, that the underwriters will neither offer nor sell unsold Bonds of any maturity to which the hold-the-offering-price rule applies to any person at a price that is higher than the initial offering price to the public during the period starting on the sale date and ending on the earlier of the following:
(1) the close of the fifth (5th) business day after the sale date; or (2) the date on which the underwriters have sold at least 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public.
Such winning bidder will advise the City promptly after the close of the fifth (5th) business day after the sale date whether it has sold 10% of that maturity of the Bonds to the public at a price that is no higher than the initial offering price to the public. (e) The City acknowledges that, in making th e representations set forth above, the winning bidder will rely on (i) the agreement of each underwriter to comply with the requirements
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12 for establishing issue pri ce of the Bonds, including, but not l imited to, its agreement to comply with the hold-the-offering-price rule, if applicab le to the Bonds, as set forth in an agreement among underwriters and the related pricing wires, (ii) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including, but not limited to , its agreement to comply w ith the hold-the-offering-price rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (iii) in the event that an underwriter or dealer who is a member of the selling group is a party to a third-party distribut ion agreement that was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker-dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule, if applicable to the Bonds, as set forth in the third-party distribution agreement and the related pricing wires. The City further acknowledges that each underwriter sha ll be solely liable for its failure to comply with its agreement regarding the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering price rule, if applicable to the Bonds, and that no underwriter shall be liable for the failure of any other underwriter, or of any dealer who is a member of a selling group, or of any broker-deale r that is a party to a third- party distribution agreement to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the hold-the-offering-price rule as applicable to the Bonds.
(f) By submitting a bid, each bidder confirms that:
(1) any agreement among underwriters, any selling group agreement and each third-party distribution agreement (to which the bidder is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter, each dealer who is a member of the selling group, and each broker-dealer that is a party to such third-party distribution agreement, as applicable, to comply with the hold-the-o ffering-price rule, if applicable, if and for so long as directed by the winning bidder and as set forth in the related pricing wires,
(2) any agreement among underwriters or selling group agreement relating to the initial sale of the B onds to the public, together with the related pricing wires, contains or will contain lang uage obligating each underwriter or dealer that is a party to a third-party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker-dealer that is a party to such third-party distribution agreement to comply with the hold-the-offering-price rule, if applicable, if and for so long as directed by the winning bidder or the underwriter and as set forth in the related pricing wires.
(g) Sales of any Bonds to any person that is a related party to an underwriter shall not constitute sales to the public for purposes of th is Notice Inviting Bids. Fu rther, for purposes of this section of the Notice Inviting Bids:
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13 (1) “maturity” means Bonds with the same credit and payment terms; Bonds with different maturity dates, or B onds with the same maturity date but different stated interest rates, are treated as separate maturities, (2) “public” means any person other than an underwriter or a related party, (3) “underwriter” means (A) any person that agrees pursuant to a written contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees purs uant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a third-party distribution agreement partic ipating in the initial sale of the Bonds to the public),
(4) a purchaser of any of the Bonds is a “related party” to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) more than 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% co mmon ownership of their capital interests or profits interest s, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and
(5) “sale date” means the date that the Bonds are awarded by the City to the winning bidder.
Preliminary and Final Official Statement
The City has approved a Preliminary Official Statement, dated [POSTING DATE], 2026, which the City has “deemed final” for purposes of Rule 15c2-12 (the “Rule”) of the Securities and Exchange Commission, although subject to revision, amendment and completion in a final Official Statement in conformity with such Rule. All bidders must review th e Preliminary Official Statement (and any amendments or supplements thereto) prior to participating in the bidding.
Within seven (7) business days after the date of award of the Bonds, the winning bidder of the Bonds will be furnished with a reasonable number of copies (not to exceed 200) of the Official Statement, without charge. If the purchaser requests additional c opies of the Official Statement within two (2) days after the award of the Bonds , the City will supply such requested additional copies of the Official Statement at the expense of the purchaser. The purchaser of the Bonds may elect to receive the Official Statement in electronic form.
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14 Continuing Disclosure
To assist bidders in complying with the Rule, the City will undertake, pursuant to a Continuing Disclosure Agreement, to provide certain annual financial information and notices of the occurrence of certain enumerated events. A form of the Continuing Disclosure Agreement is set forth in the Preliminary Offi cial Statement and will also be set forth in the final Official Statement. See “Continuing Disclosure” in the Preliminary Official Statement.
Certificate
The City will provide to the winning bidde r of the Bonds a certificate, signed by a responsible officer, confirming that, at the time of the acceptance of its bid for the Bonds and at the time of delivery of the Bonds, the Prelimin ary Official Statement and the final Official Statement (together with any amendments or supplements), respectively, did not contain any untrue statement of a material fact or omit to stat e a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (with customary exceptions for cert ain information contained in the Official Statement).
Right of Rejection
The City reserves the right, in its discretion, to reject any and all bids, including any bids not conforming to this Notice Invi ting Bids or not in the form of the Official Bid Form, and to waive any irregularity or informality in any bid.
Prompt Award
The City will award the Bonds or reject all bids not later than 24 hours after the expiration of the time herein prescribed for the receipt of proposals, unless such time of award is waived by the winning bidder.
California Debt and Investment Advisory Commission
The winning bidder will be required to pay any fees relating to the Bonds due to the California Debt and Investment Advisory Commission (“CDIAC”) under California law.
Blue Sky Laws
The winning bidder of the Bonds will be resp onsible for the payment of any fees for qualification of the Bonds for sale under the securities or “Blue S ky” laws of any state. The winning bidder may not offer to sell, or solicit any offer to buy, Bonds in any jurisdiction where it is unlawful for such winning bidder to make such offer, solicitation or sale, and the winning bidder shall comply with the Blue S ky and other securities laws and regulations of the states and jurisdictions in which the winning bidder sells the Bonds. Bidders shall not offer to sell or solicit an offer to buy, nor shall the winning bidder se ll any Bonds, in any jurisdiction where the Blue Sky or other securities laws and regulations of such jurisdiction require the payment of a fee prior to taking any such action if such fee has not been paid.
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15 CUSIP Numbers
It is anticipated that CUSIP numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the winning bidder thereof to accept delivery of and pay for the Bonds in accordance herewith. The City’s Municipal Advisor shall apply for CUSIP numbers in a timely manner. All expenses for the assignment and pr inting of CUSIP numbers for the Bonds shall be paid by the successful bidder .
No Litigation
There is no litigation pending concerning the validity of the Bonds, the corporate existence of the City, or the title of the officers thereof to their respective offices, and the City will furnish to the winning bidder a no-litigation certificate certifying to the foregoing as of and at the time of the delivery of the Bonds.
Tax-Exempt Status
If after the date of this Noti ce Inviting Bids but prior to th e delivery of the Bonds (i) the interest received by any private holder from bonds of the same type and character as the Bonds shall be declared to be taxable (e ither at the time of such declar ation or at any future date) under any federal income tax laws, by the terms of such law or by ruling of a federal income tax authority or official which is followed by the Internal Revenue Service, or by decision of any federal court, or (ii) any federal income tax law is enacted which will have a substantial adverse tax effect on owners of the Bonds as such owners, the winning bidder may, at its option, prior to the tender of the Bonds by the City, be relieved of its obligation to purchase the Bonds awarded to it and in such case the bid security provided by such bidder will be returned.
Modification, Postponement or Cancellation of Sale
The City reserves the right to modify, postpone or cancel the sale of the Bonds at or prior to the time bids are to be rece ived with respect to the Bonds . Notice of such modification, postponement or cancellation will be given through Ipreo as soon as practic able following such modification, postponement or cancellation. If the sale is postponed, notice of a new sale date will be given through Ipreo prior to th e time that bids are to be rece ived. On any new sale date, any bidder may submit a bid for the purchase of Bonds, wh ich shall be in conformity in all respects with the provisions of this Notice Inviting Bids ex cept for the time or date and time of sale and any other changes announced through Ipreo.
Failure of any potential bidder to receive notice of modification, cancellation or postponement shall not affect the sufficiency of any such notice or affect th e City’s right to take the action described herein. If a sale is postponed only, any subsequent bid submitted by a bidder with respect to such sale will supersede any prio r bid made. If a sale is cancelled, all bids with respect to such sale will be deemed cancelled.
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16 Right of Cancellation by Winning Bidder
The winning bidder of the Bonds shall have the right, at its option, to cancel its obligation to purchase the Bonds awarded to it if the City shall fail to execute the Bonds and tender the same for delivery within 60 days from the date of award thereof, and in such event such winning bidder shall be entitled to the return of its bid security.
Additional Information
This Notice Inviting Bids, the Preliminary Offi cial Statement and the Official Bid Form may be obtained from Ipreo. Copies of the Ordi nance and the Indenture of Trust (including the Twelfth Supplement to Indenture of Trust) will be furnished to any potential bidder upon request made to the City’s Municipal Advisor, Public Financial Management, Inc., Attention: Mike Berwanger, telephone: (213) 415-1624, or to the Director of Finance, 141 North Glendale Avenue, Room 346, Glendale, California 91206-4998, telephone: (818) 548-2085.
Date: [POSTING DATE], 2026
Director of Finance,
City of Glendale, California
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APPENDIX A
FORM OF CERTIFICATE OF BOND INSURER
CITY OF GLENDALE, CALIFORNIA
Electric Revenue Bonds, 2026 Refunding Series,
maturing February 1, 20__, February 1, 20__ and February 1, 20__ _______________, 2026
The undersigned, the duly authorized and acting _____________ of ______________ (the “Bond Insurer”), hereby certifies on behalf of the Bond Insurer as follows:
1. The statements contained in the Offici al Statement dated _____, 2026 (the “Official Statement”), relating to the above-captioned bonds (the “B onds”) under the caption “BOND INSURANCE” and on the cover page thereof, insofa r as such statements constitute descriptions or summaries of the Bond Insurer or municipal bond insurance policy (the “Policy”) of the Bond Insurer covering the Bonds, accurately reflect and fairly present the information set forth therein, and do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading; and
2. The form of Policy set forth in Appendix [__] of the Official Statement is a true and complete copy of the form of Policy.
[NAME OF BOND INSURER]
By: ___________________________________
Name: _________________________________
Title: __________________________________
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APPENDIX B
OFFICIAL BID FORM
[TO BE DELIVERED BY THE WINNING BIDDER]
CITY OF GLENDALE, CALIFORNIA
Electric Revenue Bonds, 2026 Refunding Series
_______________, 2026
City Council of the City
of Glendale, California
c/o Director of Finance
141 North Glendale Avenue
Room 346
Glendale, California 91206-4998
Ladies and Gentlemen:
Subject to the provisions of and in accordance with the terms of the Notice Inviting Bids, dated [POSTING DATE], 2026, of the City of Gle ndale, California (the “City”) for its above- referenced bonds (the “Bonds”), which Notice Inviting Bids is in corporated herein and hereby made a part hereof:
We hereby confirm that we have agreed to purchase all, but not less than all, of the $____________ aggregate principal amount of Bonds described in the Notice Inviting Bids and to pay therefor the amount of $____________ constituting _____% (which percent is not less than 100%) of the par amount of the Bonds.
This offer is for the Bonds bearing interest at the rates and in the form of serial bonds and, if applicable, term bonds as follows:
Balance of page intentionally left blank.
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February 1
Principal
Amount*
Interest
Rate
Reoffering
Price
Reoffering
Yield
Term Maturity
Date (Check if
applicable.)
2027 $
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
_________
* Aggregate principal amount and principal amortization amounts may be adjusted by the City as set forth in the Notice Inviting Bids.
In the event the “competitive sale requirement s” set forth in the Notice Inviting Bids are not met, we agree to comply with the hold-the-offering price rule described in the Notice Inviting Bids.
We acknowledge and agree that af ter we submit this proposal , the City ma y modify the aggregate principal amount of th e Bonds and/or the principal am ount of each maturity of the Bonds, subject to the limitations set forth in the Notice Inviting Bids.
We further acknowledge and agree that in the event that any adjustments are made to the principal amount of the Bonds, we will purchase all of the Bonds, taking into account such adjustments on the above specified terms of this bid for the Bonds.
As the winning bidder, we confirm that we have agreed to wire $[GOOD FAITH DEPOSIT] to the City as provided in the Notice Inviting Bids, as security against the undersigned bidder’s failure to comply with the terms of the bid.
As the winning bidder, we confirm that we have agreed to immediately furnish the additional information described under the caption “Information Required from Winning Bidder “ in the Notice Inviting Bids. As the winning bidde r, we will (1) within 30 minutes after being notified of the verbal award of the Bonds, advise the City of the initial public offering prices of the Bonds; and (2) prior to delivery of the Bonds furnish a certificate, acceptable to Bond Counsel, Norton Rose Fulbright US LLP, as to the “issue pr ice” of the Bonds in the form specified in the Notice Inviting Bids.
As the winning bidder, we confir m that we have agreed to pr ovide to the City as soon as possible after the sale of the B onds a complete list of syndicate members, if any, the actual allocation of the Bonds and the orders placed by the syndicate members, if any.
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We have noted that payment of the purchase price of the Bonds is to be made in immediately available Federal Funds at the time of delivery of the Bonds.
If we have bid on behalf of a bidding syndicate, we represent that we have full and complete authority to submit the bid on behalf of our bidding syndicate and that the undersigned will serve as the lead manager for the group.
Only electronic copies of the final Official Statement for the Bonds will be provided to the winning bidder.
We further certify and declare under penalty of perjury under the laws of the State of California that our bid and this proposal are genuine and not a sham or collusive, nor made in the interest of or on behalf of any person not herein named, and that the bidder has not directly or indirectly induced or solicited any other bidder to put in a sham bid or any other person, firm or corporation to refrain from bidding, and that the bidder has not in any manner sought by collusion to secure for itself an advantage over any other bidder . Further, we did not consult with any other potential underwriter about this bid, and this bid was determined by us , independently, without regard to any other formal or informal agreement, if any, that we may have with the City (whether or not in connection with the sale and issuance of the Bonds).
Respectfully submitted,
Name of Bidder
By:
Name and Title:
(Names of other syndicate account members, if any, are listed below.)
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SYNDICATE ACCOUNT MEMBERS
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APPENDIX C
[TO BE DELIVERED BY THE WINNING BIDDER]
$_________
CITY OF GLENDALE, CALIFORNIA
ELECTRIC REVENUE BONDS, 2026 REFUNDING SERIES
ISSUE PRICE CERTIFICATE
The undersigned, on behalf of ______________ (the “ Purchaser”), hereby certifies as set forth below with respect to the sale of th e above-captioned obligations (the “ Bonds”) of the City of Glendale, California (the “City”).
1. Reasonably Expected Initial Offering Price.
(a) As of the Sale Date, the reasonably expected initial offering prices of the Bonds to the Public by the Purchaser are the prices listed in Schedule A (the “ Expected Offering Prices ”). The Expected Offering Prices are the prices for the Maturities of the Bonds used by the Purchaser in formulating its bid to purchase the Bonds. Attached as Schedule B is a true and correct copy of the bid provided by the Purchaser to purchase the Bonds.
(b) The Purchaser was not given the opportunity to review other bids prior to submitting its bid.
(c) The bid submitted by the Purchaser cons tituted a firm offer to purchase the Bonds.
2. Defined Terms.
(a) Maturity means Bonds with the same credit and pa yment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated inter est rates, are treated as separate Maturities.
(b) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term “related party” for purposes of this certificate generally mean s any two or more persons who have greater than 50 percent common ownership, directly or indirectly.
(c) Sale Date means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is [_____], 2026. (d) Underwriter means (i) any person that agrees pursuant to a written contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract direc tly or indirectly with a person described in clause (i) of this paragraph to pa rticipate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail or other third-party distribution agreement participating in the initial sale of the Bonds to the Public).
[Signature page follows]
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The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents the Purchaser’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the forego ing information will be relied upon by the City with respect to certain of the representations set forth in the tax certif icate with respect to the Bonds and with respect to compliance with the federal income tax rules affec ting the Bonds, and by Norton Rose Fulbright US LLP in connection with rendering its opinion that the inte rest on the Bonds is exclud ed from gross income for federal income tax purposes, the preparation of th e Internal Revenue Servi ce Form 8038-G, and other federal income tax advice that it may give to the City from time to time relating to the Bonds.
[PURCHASER]
By: ________________________________
Name:
Title:
Dated: ____________ __, 2026
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SCHEDULE A
EXPECTED OFFERING PRICES
(Attached)
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SCHEDULE B
COPY OF UNDERWRITER’S BID
(Attached)