Norton Rose Fulbright US LLP draft of 2/21/26
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CON
TINUING DISCLOSURE AGREEMENT
This Continuing Disclosure Agreement (the “Disclosure Agreement”), dated as of May 1, 2026, is executed and delivered by the City of Gl endale, California (the “City”) and The Bank of New York Mellon Trust Company, N.A., disse mination agent (in such capacity, the “Dissemination Agent”), in connection with the issuance of $_______ aggregate principal amount of City of Glendale Electric Revenue Bonds, 2026 Refunding Series (the “2026 Refunding Series Bonds”). The 2026 Refunding Series Bonds are bein g issued pursuant to Article XXVI of the Charter, Ordinance No. [____] (the “Ordinance”), adopted on [_____], 2026 by the City Council (the “City 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 Me llon Trust Company, N.A., as successor trustee (in such capacity, the “Trustee”) (as supplemented and amended, the “Indenture”). 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 2026 Ref unding 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 2026 Refunding Series Bonds (including persons holding 2026 Refunding Series Bonds through nominees, depositories or other intermediaries), or (b) is tr eated as the owner of any 2026 Refunding 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. “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.
EXHIBIT D
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“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 2026 Refunding Series Bonds, or, if the 2026 Refunding 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 2026 Refunding Series Bonds required to comply with the Rule in connection with offering of the 2026 Refunding 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, 2026, 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 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.
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(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 required in subsection (a), the 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 Disclosu re 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 [20] in the Official Statement, dated _______, 2026, relating to the 2026 Refunding Series Bonds (the “Official Statement”);
(b) the chart entitled “Total Powe r Generated and Purchased and Peak Demand” as it appears on page [2]0 in the Official Statement; (c) the chart entitled “Power Suppl y Resources” as it appears on page [21] in the Official Statement;
(d) the chart entitled “F ive Year History of Electrical System Rates” as it appears on page [32] in the Official Statement;
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(e) the chart entitled “Percentage In crease in Electric Rates” as it appears on page [34] in the Official Statement;
(f) the chart entitled “Customers, Sales, Revenues and Demand” as it appears on page [35] in the Official Statement;
(g) the chart entitled “Capital Requi rements” as it appears on page [36] in the Official Statement;
(h) the chart entitled “Outstanding IPA and SCPPA Obligations” as it appears on page [38] in the Official Statement;
(i) the chart entitled “Historical an d Projected Operating Results and Debt Service Coverage” as it appears on page [40] in the Official Statement; and (j) the chart entitled “Electric System Statement of Net Position” as it appears on pages [41-42] 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 [36] 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.
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 2026 Refunding Series Bonds, the City shall give, or cause to be given by so notifying the Dissemination Agent in writing
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and instructing the Dissemination Ag ent 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 2026 Refunding 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 2026 Refunding Series Bonds or other mate rial events affecting the tax status of the 2026 Refunding 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 2026 Refunding 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 similar terms of a Financial Obligation of the City’s Electric System, any of which affect holders of the 2026 Refunding Series Bonds, if material; or
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(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 2026 Refunding 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:
(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 2026 Refunding Series Bonds, or the type of business conducted;
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(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 2026 Refunding 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 2026 Refunding Series Bonds in the same manner as provided in th e Indenture with respect to amendments to the Indenture which require the consent 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 2026 Refunding 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 ty pe (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 2026 Refu nding Series Bonds, shall) upon being indemnified to its satisfaction, or any Holder or Beneficial Own er of the 2026 Refunding Series Bonds may, take such actions as may be necessary and approp riate, including seeking mandate or specific performance by court order, to cause the City or the Dissemination Agent, as the case may be, to comply with its obligations under this Disclosure Agreement. The sole remedy under this Disclosure Agreement 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.
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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 2026 Refunding 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 the Dissemination Agent’s corporate trust busine ss shall be the successor to th e Dissemination 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 2026 Refunding 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 seeki ng 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 da mages 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 re ceiving 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
Director of Finance
THE BANK OF NEW YORK MELLON TRUST
COMPANY, N.A., as Dissemination Agent
B y
Authorized Officer
302015689.2 A-1
EXHIBIT A
NOTICE OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: CITY OF GLENDALE, CALIFORNIA
Name of Issue: ELECTRIC REVE NUE BONDS, 2026 REFUNDING SERIES Date of Issuance: _________, 2026
NOTICE IS HEREBY GIVEN that the City of Glendale, California (the “City”) has not provided an Annual Report with respect to the above-named 2026 Refunding Series Bonds as required by the Continuing Disclosure Agreement, dated as of May 1, 2026, between the City and The Bank of New York Mellon Trust Company, N.A., as Dissemination 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