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HomeMy WebLinkAboutReso 04-17 Establishing Debt Management Policy RESOLUTION NO. 04— 17 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN ESTABLISHING THE CITY OF DUBLIN DEBT MANAGEMENT POLICY WHEREAS, State Senate Bill (SB) 1029 was signed into law in September of 2016; and WHEREAS, SB 1029 requires state and local agencies to adopt comprehensive debt management policies before any new debt can be issued starting in January 2017; and WHEREAS, the proposed City of Dublin Debt Management Policy (attached hereto as Exhibit A) was reviewed by the City Council at its meeting of January 10, 2017. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby establish the City of Dublin Debt Management Policy, as attached hereto as Exhibit A. PASSED, APPROVED AND ADOPTED this 10th day of January 2017, by the following vote: AYES: Councilmembers Biddle, Goel, Gupta, Hernandez and Mayor Haubert NOES: ABSENT: ABSTAIN: f)c) 4 yor ATTEST: City Clerk Reso No. 04-17, Adopted 01/10/2017, Item No. 4.7 Page 1 of 1 City of Dublin Debt Management Policy INTRODUCTION The City of Dublin (City) establishes this Debt Management Policy (Policy) to provide clear and comprehensive guidelines for the issuance and financial management of the City's debt portfolio, which includes debt issued on behalf of financing districts established by the City. This policy supports the City's conservative financial policies to assure strong financial health in the short and long term. SCOPE OF POLICY This Policy sets forth the criteria for the City's issuance, repayment, and management of debt. The primary objective of the Policy is to establish criteria that will protect the City's financial integrity while providing a funding mechanism to meet the City's (or financing district's) capital needs. The City will not rely on any form of debt to finance current operations unless there is a cash flow shortage requiring short-term debt instruments. All debt issued will be in compliance with the Policy along with all other applicable City,State, and Federal laws, rules and regulations. OBJECTIVES The purpose of the Policy is to assist the City in the pursuit of the following objectives, while providing full and complete disclosure and ensuring compliance with applicable state and federal laws • Minimize debt services and issuance costs; • Maintain access to cost-effective borrowing; • Achieve the highest possible credit rating; • Achieve full and timely repayment of debt. FINANCING PRIORITIES The Administrative Services Director shall be responsible for analyzing a financing proposal to determine if it is beneficial to the City and conforms to the City's long-term financial planning objectives. The Administrative Services Director may recommend the use of third party consultants to help in the analysis. An analysis of proposed debt may include: • Confirmation that the capital project is eligible for bond financing; • Review of all available financing instruments for the project and determination of the most cost effective option; • Total cost of the capital project including its design, construction cost, cost of furnishings, fixtures and equipment: • Source of revenue to fund the annual debt service; • Analysis of the municipal bond market, including economic and interest rate trends; • Alternative bond structures; • Cost analysis on bond insurance; • Timing of when the City should enter the bond market. TYPES AND PURPOSES OF DEBT As outlined by the California Debt and Investment Advisory Commission (CDIAC), there are numerous debt instruments to fund projects.The list below represents the most typically-used debt vehicles. • Assessment Bonds - Proceeds from Assessment Bonds may be used to finance local public improvements, provided that said improvements benefit the parcels of land to be assessed. Local streets, street lights, landscaping, sidewalks and sanitary sewers are some examples of local improvements commonly financed by assessment bonds. • General Obligation Bonds - General Obligation (GO) Bonds may only be issued with two-thirds approval of a popular vote. The California State Constitution (Article XVI, Section 18) limits the use of the proceeds from GO Bonds to "the acquisition or improvement of real property". Libraries, parks and public safety facilities are all types of facilities that could be financed with GO Bonds. The sum of all GO Bond debt outstanding is governed by a statutory legal debt limit that is disclosed in the City's annual Comprehensive Annual Financial Report. • Certificates of Participation-Certificates of Participation (COPs)are a form of lease obligation in which the City enters into an agreement to pay a fixed amount annually to a third party, usually a private leasing company or trust structure. These leases are issued for land acquisition and capital improvements. In addition, the purchase of moveable equipment is permitted. It is typical for the asset being acquired or improved to act as the credit for the financing, but the City's General Fund is ultimately liable for all annual debt service limits. • Financing Leases -The City may finance a capital asset by leasing it directly from the vendor or leasing company, with the lessor receiving a portion of each rental payment as tax-exempt interest. • Mello-Roos Bonds - The City may issue bonds through a Community Facilities District (CFD). These bonds must be approved by a two-third vote of the registered voters with the district (unless there are fewer than 12 registered voters, in which case the vote is by the landowners), and are secured by a special tax on the real property within the district. The bonds may be issued to finance facilities or provide services, although the facilities do not need to be physically located within the district. • Tax and Revenue Participation Notes - Tax and Revenue Participation Notes (TRANs) are routinely issued by government agencies to fund cash flow deficits in a fiscal year. TRAN proceeds may be used and expended for any purpose, including operating expenses, capital expenditures, repayment of indebtedness and investment and reinvestment. FINANCING TEAM DEFINITIONS AND ROLES The Financing Team is the working group of City Staff and outside consultants necessary to complete a debt issuance including but not limited to bond counsel, disclosure counsel, underwriter, financial advisor,trustee, pricing consultant and/or arbitrage analyst. The City will consider the professional qualifications and experiences of consultants as it relates to the particular bond issue or other financing mechanism under consideration. In certain instances, the City will conduct a request for proposal/qualification process to select such consultants. Professional service consultants will be selected by the Administrative Services Director on an as-needed basis, in conformance with the City's Municipal Code provisions. STRUCTURE AND TERM Debt Limit California Government Code, Section 43605 sets the debt limit at 15% of the assessed value of all real and personal property of the City. Due to this Code section being enacted when assessed value was 25% of market value, the limit is calculated at one-fourth of that amount or 3.75%of assessed value. Current General Fund debt service levels as percent of budget can be found in the City's Comprehensive Annual Financial Reports (CAFR). Term of Debt Debt will be structured for the shortest period possible, consistent with a fair allocation of costs to current and future users. The standard term of long-term debt borrowing is typically 15-30 years. Generally, no debt will be issued for periods exceeding the useful life or average useful lives of projects to be financed. Debt Repayment In structuring a bond issue, the City will manage the amortization of the debt and, to the extent possible, match its cash flow to the anticipated debt service payments. In addition, the City will seek to structure debt with aggregate level debt service payments over the life of the debt. Structures with unlevel debt service will be considered when one or more of the following exist: • Natural disasters or extraordinary unanticipated external factors make payments on debt in the early years prohibitive; • Such structuring is beneficial to the City's aggregate overall debt payment schedule; • Such structuring will allow debt service to more closely match project revenues during the early years of the project's operation. Bond Maturity Options For each issuance, the City will select serial bonds or term bonds or both. On the occasions where circumstances warrant, capital appreciation bonds ("CABs") may be used. The decision to use, term, serial or CABs is typically driven by market conditions. Interest Rate Structure Conservative practice is to issue fixed rate debt. Such debt provides absolute certainty, at the time of a bond sale, as to the level of principal and interest owed annually. Variable interest rate debt is debt that resets on a periodic basis (e.g. daily, weekly, monthly). Variable debt should only be used when it best supports the City's long-term financial condition and such debt should be capped at a level not exceeding 20-25%of debt outstanding and must be carefully analyzed and monitored. Credit Enhancement Credit enhancement may be used to improve or establish a credit rating on a City debt obligation.Types of credit enhancement include letters of credit, bond insurance and surety policies. The Administrative Services Director will recommend the use of a credit enhancement if it reduces the overall cost of the proposed financing or if the use of such credit enhancement furthers the City's overall financial objectives. Debt Service Reserve Fund Debt service reserve funds are held by the Trustee to make principal and interest payments to bondholders in the event that pledged revenues are insufficient to do so. The City will fund debt service reserve funds when it is in the City's overall best financial interest. The size of the reserve fund is general the lessor of: 1. 10%of par; 2. 125%of average annual debt service; 3. 100%of maximum annual debt service. In lieu of holding a cash funded reserve,the City may substitute a surety bond or other credit instrument in its place. The decision to cash fund a reserve fund rather than to use a credit facility is dependent upon the cost of the credit instrument and the investment opportunities. Additionally, the City may decide not to utilize a reserve fund if the Administrative Services Director in consultation with the underwriter and financial advisor, determines there would be no adverse impact to the City's credit rating or interest rates. Call Options/Redemption Provisions A call option or optional redemption provision gives the City the right to prepay or retire debt prior to its stated maturity date. This option may permit the City to achieve interest savings in the future through the refunding of the bonds. Often the City will pay a higher interest rate as compensation to the buyer for the risk of having the bind called in the future. In addition, if a bond is called, the holder may be entitled to a premium payment("call premium"). Because the cost of call options can vary depending on market conditions, an evaluation of factors will be conducted in connection with ach issuance. The Administrative Services Director shall evaluate and recommend the use of a call option on a case by case basis. Derivatives Derivative products may have application to certain City borrowing programs. In certain circumstances these products can reduce borrowing costs and assist in managing interest rate risk. However, these products carry with them certain risks not faced in standard debt instruments. The Administrative Services Director shall evaluate the use of derivative products on a case-by-case basis to determine whether the potential benefits are sufficient to offset any potential costs. Refundings The City shall refinance debt to achieve savings as market opportunities arise. The Administrative Services Director shall remain cognizant of fluctuations in interest rates for the purpose of identifying refunding opportunities and prepare a present value analysis identifying the economic effects of a refunding to determine the value of refunding. Refunding may be undertaken in order to: • Take advantage of lower interest rates and achieve debt service costs savings; • Eliminate restrictive or burdensome bond covenants; • Restructure debt to either lengthen the duration of debt or free up reserve funds. METHOD OF ISSUANCE AND SALE Method of Sale Debt issues are sold to a single underwriter or to an underwriting syndicate, either through a competitive sale or a negotiated sale. A negotiated sale may involve the sale of securities to investors through an underwriter or the private placement of the securities with a financial institution or other investor.The selected method of sale will be that which is most beneficial to the City in terms or lowest net interest rate, most favorable terms in financial structure, and market conditions. The City will use competitive sales as the primary means of selling bonds. The City, however, reserves the option of pursuing a negotiated sale if there is evidence of volatile market conditions, complex security features, or other overriding factors. If the negotiated sale option is utilized, the Administrative Services Director, with the approval of City Council, will negotiate the best possible interest rates for the City.The overall objective is to obtain the lowest possible interest cost and provide pricing transparency. Initial Disclosure Requirements The City acknowledges its disclosure responsibilities. Under the guidance of Disclosure Counsel, the City will distribute or cause an underwriter to distribute its Preliminary Official Statement and final Official Statement (neither is typically required in a private placement, although in some cases a "private placement memorandum" may be required by the investor). The Financing Team shall be responsible for soliciting "material information" (as defined in Securities and Exchange Commission Rule 10b-5)from City departments and identifying contributor who may have information necessary to prepare portions of the Official Statement or who should review portions of the Official Statement. In doing so, the Financing Team shall confirm that the Official Statement accurately states all "material" information relating to the decision to buy or sell the subject bonds and that all information in the Official Statement has been critically reviewed by an appropriate person. In connection with an initial offering of securities, the City and other members of the Financing Team will: • Identify material information that should be disclosed in the Official Statement; • Identify other persons that may have material information (contributors); • Review and approve the Official Statement; • Ensure the City's compliance, and that of its related entities, with federal and state securities laws. Contributors shall assist in reviewing and preparing the Official Statement using his or her knowledge of the City and if appropriate, by discussing the Official Statement with other members of the contributor's department to ensure accuracy. The Administrative Services Director shall review the Official Statement, identify any material differences in the presentation of financial information from the financial statements and ensure there are no misstatements or omissions of material information in any sections that contain information prepared by the Finance Department or of relevance to the finances of the City. The City Attorney (or designee) shall review the official Statement descriptions of (i) any material current, pending or threatened litigation, (ii) any material settlements or court orders and (iii) any other legal issues that are material information for purposes of the Official Statement. The approval of an Official Statement shall be placed on the Written Communication portion of the City Council agenda and shall not be considered as a Consent Calendar Item. The staff report will summarize the City Council's responsibilities with respect to the Official Statement and provide the City Council the opportunity to review the Official Statement. CREDITWORTHINESS OBJECTIVES Ratings are a reflection of the general fiscal soundness of the City and the capabilities of its management. Typically, the higher the credit ratings are, the lower the interest cost is on the City's debt issues.To enhance creditworthiness,the City is committed to prudent financial management, systematic capital planning, and long-term financial planning. Bond Ratings The Financing Team will assess whether a credit rating should be obtained for an issuance. The City will seek a rating from at least one nationally recognized rating agency on new and refunded issues being sold in the public market. Rating Agency Communications The Administrative Services Director is responsible for maintaining relationships with the rating agencies that assign ratings to the City's debt obligations. This effort shall include providing the rating agencies with the City's financial statements, if applicable, as well as any additional information requested. POST ISSUANCE ADMINISTRATION Investment of Proceeds The Administrative Services Director shall invest bond proceeds and reserve funds in accordance with each issue's indenture or trust agreement, utilizing competitive bidding when possible. All investments will be made in compliance with the City's Investment Policy objectives of safety, liquidity and then yield. Unexpended bond proceeds shall be held by the bank trustee. The trustee will be responsible for recording all investments and transactions relating to the proceeds and providing monthly statements regarding the investments and transactions. Use of Bond Proceeds The Administrative Services Director is responsible for ensuring bond proceeds are spent for the intended purposed identified in the bond documents and that the proceeds are spent in the time frames identified in the tax certificate prepared by the City's bond counsel. Arbitrage Compliance The City shall follow a policy of full compliance with all the arbitrage and rebate requirements of the federal tax code and Internal Revenue Service regulations. The City shall engage qualified third parties for the preparation of arbitrage and rebate calculations. All necessary rebates will be filed and paid when due. Ongoing Disclosure The City shall comply with the requirements of the Continuing Disclosure Certificate (s) entered into at the time of each bond issue. The Administrative Services Director shall be responsible for providing ingoing disclosure information to the Municipal Securities Rulemaking Board's (MSRB's) Electronic Municipal Market Access (EMMA) system, the central depository designated by the Securities and Exchange Commission for ongoing disclosure by municipal issuers. Compliance with Other Bond Covenants The City shall comply with all covenants and conditions contained in governing law and any legal documents entered into at the time of the bond offering. Retention A copy of all relevant documents and records will be maintained by the Administrative Services Department for the term of the bonds (including refunding bonds, if any) plus ten years. Relevant documents and records will include sufficient documentation to support the requirements relating to the tax-exempt status. Investor Relations While the City shall post its annual financial report as well as other financial reports on the City's website, this information is intended for the citizens of Dublin. Information with the intention of reaching the investing public, including bondholders, rating analysts, investment advisors, or any other members of the investment community shall be filled on the EMMA system. APPENDIX A—GLOSSARY AND MUNICIPAL SECURITIES TERMINOLGY Ad Valorem Tax: A tax calculated "according to the value" of property. Such a tax is based on the assessed valuation of real property and a valuation of tangible personal property. Advance Refunding: Refunding bonds that are issued more than 90 days prior to the date upon which the refunded bonds will be redeemed. Proceeds of the advance refunding bonds are placed into an escrow account with a fiduciary and used to pay interest and principal on the refunded bonds and then used to redeem the refunded bonds at their maturity or call date. Arbitrage: The gain that may be obtained by borrowing funds at a lower (often tax-exempt) rate and investing the proceeds at higher(often taxable) rates.The ability to earn arbitrage by issuing tax exempt securities has been severely curtailed by the Tax Reform Act of 1986, as amended. Assessed Valuation: The appraised worth of property as set by a taxing authority through assessments for purposes of ad valorem taxation. Assessment District Bonds: Bonds issued for public improvements benefiting property within assessment districts created pursuant to the Improvement Act of 1911 and the Municipal Improvement Act of 1913. Bond: A security that represents an obligation to pay a specified amount of money on a specific date in the future,typically with periodic interest payments. Bond Anticipation Notes (BANS): Short-term notes issued usually for capital projects and paid from proceeds of the issuance of long-term bonds. Provide interim financing in anticipation of bond issuance. Bond Counsel: An attorney retained by the issuer to give a legal opinion concerning the validity of securities. The bond counsel's opinion usually addresses the subject of tax exemption. Bond counsel may prepare or review and advise the issuer regarding authorizing resolutions, trust indentures and litigation. Bond Insurance: A type of credit enhancement whereby an insurance company indemnifies an investor against default by the issuer. In the event of failure by the issuer to pay principal and interest in full and on time, investors may call upon the insurance company to do so. Once issued, the municipal bond insurance policy is generally irrevocable.The insurance company receives its premium when the policy is issued. Bond Resolution: Resolution adopted by the City Council authorizing the issuance of bonds, approving the Notice of Sale and the Official Statement. Book-Entry: Bonds that are issued in fully registered form but without certificates of ownership. Call Option: The right to redeem a bond prior to its stated maturity, either on a given date or continuously. The call option is also referred to as the optional redemption provision. Often a "call premium" is added to the call option as compensation to the holders or the earliest bonds called. Capital Appreciation Bond: A municipal security on which the investment return on an initial principal amount is reinvested at a stated compounded rate until maturity, at which time the investor receives a single payment representing both the initial principal amount and the total investment return. CAFR: The City's Comprehensive Annual Financial Report. Certificates of Participation: A financial instrument representing a proportionate interest in payments such as lease payments by one party(Such as a city acting as a lessee)to another party(often a trustee). Commercial Paper: Short-term debt instrument. The debt is usually issued at a discount, reflecting prevailing market interest rates. Competitive Sale: A sale of bonds in which an underwriter or syndicate of underwriters submit sealed bids to purchase the bonds. Bids are awarded on a true interest cost basis ('TIC"), providing that other bidding requirements are satisfied. Competitive sales are recommended for simple financings with a strong underlying credit rating.This type of sale is in contrast to a Negotiated Sale. Conduit Financing: The issuance of securities by a governmental entity to finance a project that will primarily benefit a third party. The security for this type of financing is the credit of the third party. Usually such securities do not constitute general obligations of the issuer since the private entity is liable for generating the pledged revenues for repayment. Industrial development bonds are a common type of conduit refinancing. Continuing Disclosure: The requirement by the Securities and Exchange Commission for most issuers of municipal debt to provide current financial information to the Municipal Securities Rulemaking Board for access by the general marketplace. Coupon Rate: The interest rate on specific maturities of a bond issue. While the term "coupon" is derived from the days when virtually all municipal bonds were in bearer form with coupons attached, the term is still frequently used to refer to the interest rate on different maturities of bonds in registered form. Credit Rating Agency: A company that rates the relative credit quality of a bond issue and assigns a letter rating, These rating agencies include Moody's Investor Services, Standard & Poor's, and Fitch Ratings. Current Refunding: Refunding bonds are issued 90 days or less before the date upon which the refunded bonds will be redeemed. CUSIP Number: The Term CUSIP is an acronym for the Committee on Uniform Securities Identification Procedures. An identification number is assigned to each maturity of an issue. The CUSIP numbers are intended to help facilitate the identification and clearance of municipal securities. Debt Limit: The maximum amount of debt that is legally permitted by a jurisdiction's charter, constitution, or statutes. Debt Service: The amount necessary to pay principal and interest requirements on outstanding bonds for a given year or series of years. Default: The failure to pay principal or interest in full or on time and, in some cases, the failure to comply with non-payment obligations after notice and opportunity to cure. Defeasance: Providing for the payment of principal, premium (if any) and interest on debt through the call date or scheduled principal maturity in accordance with the terms of the debt. A legal defeasance usually involves establishing an irrevocable escrow funded with only cash and U.S. Government obligations. Depository Trust Company (DTC): A limited purpose trust company organized under the New York Banking Law.The DTC facilitates the settlement of transactions in municipal securities. Derivative: A financial instrument which derives its own value from the value of another instrument, usually an underlying asset such as a stock, bond, or an underlying reference such as an interest rate index. Disclosure Counsel: An attorney retained to provide advice on issuer disclosure obligations, to prepare the official statement and to prepare the continuing disclosure undertaking. Discount: The difference between a bond's par value and the price for which it is sold when the latter is less than par. Enterprise Activity: A revenue generating project or business. The project often provides funds necessary to pay debt service on securities issued to finance the facility. Common examples include water and sewer treatment facilities and utility facilities. Financial Advisor: A consultant who provides the issuer with advice on the structure of the bond issue, timing,terms and related matters for a new bond issue. Financing Team: The working group of City staff and outside consultants necessary to complete a debt issuance. General Obligation Bond: A bond secured by an unlimited property tax pledge. Requires a two-thirds vote by the Electorate. GO bonds usually achieve lower rates of interest than other financing instruments since they are considered to be a lower risk. Indenture: A contract between the issuer and the trustee stipulating the characteristics of the financial instrument, the issuer's obligation to pay debt service, and the remedies available to the trustee in the event of a default. Industrial Development Bonds: Securities issued to finance the construction or purchase of industrial, commercial or manufacturing facilities to be purchased by or leased to a private user. These securities are backed by the credit of the private user and generally are not considered liabilities of the governmental issuer. Issuance Costs: The costs incurred by the bond issuer during the planning and sale of securities. These costs include but are not limited to financial advisory, bond counsel, disclosure counsel, printing, advertising costs, rating agencies fees, and other expenses incurred in the marketing of an issue Lease: An obligation wherein a lessee agrees to make payments to a lesser in exchange for the use of certain property.The term may refer to a capital lease or to an operating lease. Lease Revenue Bonds: Bonds that are secured by an obligation of one party to make annual lease payments to another Letter of Credit: An unconditional pledge of the bank's credit which is used to guarantee payment of principal and interest on debt in the event insufficient funds are available to meet a debt service obligation. Letters of credit are most often employed when the stated interest on the City's securities is variable. Line of Credit: A contract with a financial institution, usually a bank, that establishes a maximum loan balance that the bank will permit the borrower to maintain. The borrower can draw down on the line at any time, as long as the maximum set in the agreement is not exceeded. Mortgage Revenue Bonds: Bonds issued for the purpose of proving single-family mortgage financing or acquisition and construction funds for multi-family housing projects. The bonds are secured by the mortgage repayments and project revenue. Municipal Securities Rulemaking Board (MSRB): A self-regulating organization established on September 5, 1975 upon the appointment of a 15-member board by the Securities and Exchange Agreement. The MSRB, comprised of representatives from investment banking firms, dealer bank representatives and public representatives, is entrusted with the responsibility of writing rules of conduct for the municipal securities market. Negotiated Sale: A sale of securities in which the terms of the sale are determined through negotiation between the issuer and the purchaser, typically an underwriter, without competitive bidding. The negotiated sales process provides control over the financing structure and issuance timing. Negotiated sales are recommended for unusual financing terms, periods of market volatility and weaker credit quality. A thorough evaluation of market conditions will be performed to ensure reasonable final pricing and underwriting spread. Net Interest Cost(NIC):A method of computing the interest expenses to the issuer of bonds, which may serve as the basis of award in a competitive sale of a new issue of municipal securities. NIC takes into account any premium or discount applicable to the issue, as well as the dollar amount of coupon interest payable over the life of the issue. NIC does not take into account the time value of money (as would be done in other calculation methods, such as the "true interest cost" (TIC) method). The term "net interest cost" refers to the overall rate of interest to be paid by the issuer over the life of the bonds. Official Statement (Prospectus): A document published by the issuer in connection with a primary offering of securities that discloses material information on a new security issue including the purposes of the issue, how the securities will be repaid, and the financial, economic and social characteristics of the security for the bonds. Investors may use this information to evaluate. Original Issue Discount Bonds: Bonds sold at a substantial discount from their par value at the time of the original sale. Par Value: The face value or principal amount of a security. Pension Obligation Bonds (POBs): Financing instruments used to pay some or all of the unfunded pension liability of a pension plan. POBs are issued as taxable instruments over a 30-40 year term or by matching the term with the amortization period of the outstanding unfunded actuarial accrued liability. Preliminary Official Statement: A version of the Official Statement prepared by or for an issuer of municipal securities for potential customers prior to the availability of the final Official Statement. Under SEC Rule 15c2-12, the difference between a Preliminary Official Statement and a final Official Statement is that the final Official Statement includes "pricing information," i.e., offering price(s), interest rate(s), selling compensation, aggregate principal amount, principal amount per maturity, delivery dates, any other terms or provisions required by an issuer of such securities to be specified in a competitive bid, ratings, other terms of the securities depending on such matters,and the identity of the underwriter(s). Premium: The excess of the price at which a bond is sold over its face value. Present Value: The value of a future amount or stream of revenues or expenditures. Pricing Consultant: The Pricing Consultant provides a fairness letter to the City or its agent regarding the pricing of a new issue of municipal securities. Private Activity Bonds: A bond where bond proceeds are used for private purposes. If deemed a private activity bond, the interest is not tax exempt unless the use of the proceeds meets certain requirements of the Internal Revenue Code. Private Placement: A bond issue that is structured specifically for one purchaser. Private placements are typically carried out when extraneous circumstances preclude public offerings. A private placement is considered to be a negotiated sale. Refunding: A procedure whereby an issuer refinances an outstanding debt issue by issuing a new debt issue. Related Entities: Those independent agencies, joint power authorities, special districts, component units, or other entities created by the City Council or by State law for which the City Council serves as the governing or legislative body in his or her official capacity, or for which the City has agreed to provide initial or continuing disclosure in connections with the issuance of securities. Rule 10b5: Rule adopted by the Securities and Exchange Commission that requires the disclosure of all material facts and prohibits the omission of facts necessary to make statements not misleading. Rule 15c2-12: Rule adopted by the Securities and Exchange Commission setting forth certain obligations if (i) underwriters to receive, review and disseminate official statements prepared by issuers of most primary offerings of municipal securities, (ii) underwriters to obtain continuing disclosure agreements from issuers and other obligated persons to provide ongoing annual financial information on a continuing basis, and (iii) broker-dealers to have access to such continuing disclosure in order to make recommendations of municipal securities in the secondary market. Reserve Fund: A fund established by the indenture of a bond issue into which money is deposited for payment debt service in case of a shortfall in current revenues. Revenue Bond:A bond which is payable from a specific source of revenue and to which the full faith and credit of an issuer is not pledged. Revenue bonds are payable from identified sources or revenue and do not permit the bondholders to compel a jurisdiction to pay debt services from any other source. Pledged revenues often are derived from the operation of an enterprise. Secondary Market: The market in which bonds are sold after their initial sale in the new issue market. Serial Bonds: Bonds of an issue that mature in consecutive years or other intervals and are not subject to mandatory sinking funds provisions. Special Tax Bonds: Bonds issued to fund eligible public improvements and paid with special taxes levied in a community facilities district formed under the Mello-Roos Community Facilities Act of 1982, as amended. State Revolving Funds: The State Revolving Fund ("SRF") loan is a low interest loan program for the construction of water and wastewater infrastructure projects. Tax Allocation Bonds (TABs): Bonds issued to fund eligible capital facilities located within a Redevelopment Project Area. Bonds are secured by a portion of the property taxes collected within the project area. Tax and Revenue Anticipation Notes(TRANs): Short-term notes issued in anticipation of receiving tax receipts and revenues at a future date. Proceeds allow the municipality to manage the periods of cash shortfalls resulting from a mismatch between timing of revenues and timing of expenditures. Term Bonds: Bonds that come due in a single maturity whereby the issuer may agree to make periodic payments into a sinking fund for mandatory redemption of term bonds before maturity or for payment at maturity. True Interest Cost (TIC): Under this method of computing the interest expense to the issuer of bonds, true interest cost is defined as the rate necessary to discount the amounts payable on the respective principal and interest payment dates to the purchase price received for the new issue of bonds. Interest is assumed to be compounded semi-annually. TIC computations produce a figure slightly different from the "net interest cost" (NIC) method because TIC considers the time value of money while NIC does not. Trustee: A bank retained by the issuer as custodian of bond proceeds and official representative of bondholders.The trustee ensures compliance with the indenture. In many cases, the trustee also acts as paying agent and is responsible for transmitting payments of interest and principal to the bondholders. Underwriter: A broker-dealer that purchases a new issue of municipal securities from the issuer for resale in a primary offering. The bonds may be purchased either through a negotiated sale with the issuer or through a competitive sale.