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RES-11072 Adopting Debut Issuance & Management PolicyRESOLUTION NO. 11072 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ORANGE ADOPTING A DEBT ISSUANCE AND MANAGEMENT POLICY. WHEREAS, California Government Code Section 8855(i) (the "Government Code ") requires an issuer of public debt to provide to the California Debt and Investment Advisory Commission no later than 30 days prior to the sale of any debt issue a Report of Proposed Debt Issuance; and WHEREAS, effective January 1, 2017, an issuer must certify on the Report of Proposed Debt Issuance that it has adopted a local debt policy concerning the use of debt and that the proposed debt issuance is consistent with such debt policy; and WHEREAS, the issuer's local debt policy must include certain items specified in the Government Code; and WHEREAS, Staff has prepared a proposed form of Debt Management and Issuance Policy the "Policy ") which meets the criteria identified in the Government Code. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Orange as follows: 1. The City Council hereby approves and adopts the Policy, in the form attached hereto as Exhibit "A." The Policy shall be applicable to bonds or other financing obligations issued by or on behalf of the City or its related entities (such as the Successor Agency to the Orange Redevelopment Agency). 2. The City Manager, the Finance Director and all other officers of the City are hereby authorized and directed, jointly and severally, to do any and all things to effectuate the purposes of this Resolution and to implement the Policy, and any such actions previously taken by such officers are hereby ratified and confirmed. 3. This Resolution shall take effect from and after the date of its passage and adoption. ADOPTED this 10th day of April 2018. Teresa E. Smith, Mayor, City of Orange ATTEST: Mary E. u , City Cler , yange STATE OF CALIFORNIA COUNTY OF ORANGE CITY OF ORANGE I hereby certify that the foregoing Resolution was duly and regularly adopted by the City Council of the City of Orange at a regular meeting thereof held on the 10th day of April 2018, by the following vote: AYES: COUNCIL MEMBERS: Alvarez, Whitaker, Smith, Murphy, Nichols NOES: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: None ABSTAIN: COUNCIL MEMBERS: None Mary E. City C erk, City of r ek Resolution No. 11072 2 EXHIBIT A CITY OF ORANGE DEBT ISSUANCE AND MANAGEMENT POLICY A. PURPOSE The purpose of this Debt Issuance and Management Policy (this "Policy ") is to establish guidelines and parameters for the effective governance, management and administration of debt and other financing obligations issued by the City of Orange and its related entities (such as the Successor Agency to the Orange Redevelopment Agency). As used in this Policy, "City" shall mean the City of Orange and /or its related entities, as the context may require. As used in this Policy, "debt' shall be interpreted broadly to mean bonds, notes, certificates of participation, financing leases or other financing obligations, but the use of such term in this Policy shall be solely for convenience and shall not be interpreted to characterize any such obligation as an indebtedness or debt within the meaning of any statutory or constitutional debt limitation where the substance and terms of the obligation falls within exceptions to such legal limitation. This Policy shall apply to all debt issued or sold to third party lenders or investors and does not pertain to City internal interfund borrowings or any employee benefit obligations. B. BACKGROUND The City and its related entities are committed to fiscal sustainability by employing long -term financial planning efforts, maintaining appropriate reserves levels and employing prudent practices in governance, management, budget administration and financial reporting. Debt levels and their related annual costs are important long -term obligations that must be managed within available resources. A disciplined thoughtful approach to debt management includes policies that provide guidelines for the City and its related entities to manage their collective debt program in line with those resources. Therefore, the objective of this policy is to provide written guidelines and restrictions concerning the amount and type of debt and other financing obligations issued by the City and its related entities and the ongoing management of the debt portfolio. This Policy is intended to improve the quality of decisions, assist with the determination of the structure of debt issuance, identify policy goals and demonstrate a commitment to long -term financial planning, including a multi -year capital plan. Adherence to a Debt Issuance and Management Policy signals to rating agencies and the capital markets that a government is well managed and should meet its obligations in a timely manner. C. CONDITIONS AND PURPOSES OF DEBT ISSUANCE 1. Acceptable Conditions for the Use of Debt The City believes that prudent amounts of debt can be an equitable and cost - effective means of financing infrastructure and capital asset and project needs of the City. Debt will be considered to finance such projects if: Resolution No. 11072 3 a) The project has been, or will be, included in the City's capital improvement plan or has otherwise been coordinated with the City's planning goals and objectives. b) The project can be financed with debt not exceeding the term specified in Section E.1 of this Policy, to assure that long -term debt is not issued to finance projects with a short useful life. C) It is the most cost - effective funding means available to the City, taking into account cash flow needs and other funding alternatives. d) It is fiscally prudent and meets the guidelines of this Policy. Any consideration of debt financing shall consider financial alternatives, including pay -as- you -go funding, proceeds derived from development or redevelopment of existing land and capital assets owned by the City, and use of existing or future cash reserves, or combinations thereof. 2. Acceptable Uses of Debt and Proceeds of Debt The primary purpose of debt is to finance one of the following: a) The City will consider long -term financing for the acquisition, substantial refurbishment, replacement, or expansion of capital assets (including but not limited to land improvements, infrastructure projects, equipment and water rights) for the following purposes: i. Acquisition and or improvement of land, right -of -way or long -term easements. ii. Acquisition of a capital asset with a useful life of three or more years. Construction or reconstruction of a facility. iv. Although not the primary purpose of the financing effort, project reimbursables that include project planning design, engineering and other preconstruction efforts; project- associated furniture fixtures and equipment; capitalized interest (prefunded interest), original issue discount, underwriter's discount, and other costs of issuance. b) Refunding, refinancing or restructuring debt (including without limitation the refinancing or advance funding of City pension obligations), subject to refunding objectives and parameters discussed in Section G. 3. Short -Term Debt a) In the event of temporary shortfalls in cash flow for City operation costs due to timing of receipt of revenues and the lack of cash on hand to cover Resolution No. 11072 4 the temporary deficit, the City may consider interim or cash flow financing, such as anticipation notes. In compliance with applicable state law, any such notes shall be payable either: (i) not later than the last day of the fiscal year in which it is issued, or (ii) during the fiscal year succeeding the fiscal year in which issued, but in no event later than 15 months after the date of issue, and only if such note is payable only from revenue received or accrued during the fiscal year in which it was issued. b) Short-term debt may be used to finance short-lived capital projects, such as lease purchase financing or equipment. C) Prior to issuance of any short-term debt, a reliable revenue source shall be identified for repayment of the debt. 4. Internal Control Procedures Concerning Use of Proceeds of Debt One of the City's priorities in the management of debt is to assure that the proceeds of the debt will be directed to the intended use for which the debt has been issued. In furtherance of this priority, the following procedures shall apply: a) The Finance Director shall retain, for the applicable period specified in Section H.4. of this Policy, a copy of each annual report filed with the California Debt and Investment Advisory Commission ( "CDIAC ") pursuant to Section 8855(k) of the California Government Code concerning 1) debt authorized during the applicable reporting period (whether issued or not), (2) debt outstanding during the reporting period, and (3) the use during the reporting period of proceeds of issued debt. b) In connection with the preparation of each annual report to be filed with CDIAC pursuant to Section 8855(k) of the California Government Code, the Finance Director shall keep a record of the original intended use for which the debt has been issued, and indicate whether the proceeds spent during the applicable one -year reporting period for such annual report comport with the intended use (at the time of original issuance or as modified pursuant to the following sentence). If a change in intended use has been authorized subsequent to the original issuance of the debt, the Finance Department shall indicate in the record when the change in use was authorized and whether the City Council, City Manager or another City official has authorized the change in intended use. The Finance Director or the Finance Director's designee shall report apparent deviations from the intended use in debt proceeds to the City Manager for further discussion, and if the City Manager determines appropriate in consultation with legal counsel (which may be bond counsel, if applicable, or the City Attorney), to the City Council. C) If the debt has been issued to finance a capital project and the project timeline or scope of project has changed in a way that all or a portion of the Resolution No. 11072 5 debt proceeds cannot be expended on the original project, the Finance Director shall consult with the City Manager and legal counsel (which may be bond counsel, if applicable, or the City Attorney) as to available alternatives for the expenditure of the remaining debt proceeds (including prepayment of the debt). D. TYPE OF FINANCING INSTRUMENTS; AFFORDABILITY AND PLANNING POLICIES The City recognizes that there are numerous types of financing structures and funding sources available, each with specific benefits, risks and costs. All potential funding sources are reviewed by management within the context of this Policy and the overall portfolio to ensure that any financial product or structure is consistent with the City's objectives. Regardless of what financing structure(s) is utilized, due diligence review must be performed for each transaction, including the quantification of potential risks and benefits and analysis of the impact on City creditworthiness and debt affordability and capacity. Prior to the issuance of debt or other financing obligations to finance a project, the City will carefully consider the overall long -term affordability of the proposed debt issuance. The City shall not assume more debt or other financing obligations without conducting an objective analysis of the City's ability to assume and support additional debt service payments. The City will consider its long -term revenue and expenditure trends, the impact on operational flexibility and the overall debt burden on the taxpayers. The evaluation process shall include a review of generally accepted measures of affordability and will strive to achieve and or maintain debt levels consistent with its current operating and capital needs. 1. General Fund - Supported Debt — General Fund Supported Debt generally include Certificates of Participation ( "COPs ") and Lease Revenue Bonds ( "LRBs ") which are lease obligations that are secured by a lease -back arrangement between the City and another public entity. Typically, the City appropriates available General Fund moneys to pay the lease payments to the other public entity and, in turn, the public entity uses such lease payments received to pay debt service on the bonds or Certificates of Participation. General Fund Supported Debt may also include bonds issued to refund obligations imposed by law, such as judgments (judgment obligation bonds ( "JOBs ")) or unfunded accrued actuarial liabilities for pension plans (pension obligation bonds POBs ")). These obligations do not constitute indebtedness under the state constitutional debt limitation and, therefore, are not subject to voter approval. The City may enter into operating leases and lease purchase agreements on an as- needed basis without voter approval. Lease terms are typically three to ten years. Payments to be made under valid leases are payable only in the year in which use and occupancy of the leased property is available, and lease payments may not be accelerated as a default remedy. Lease financing requires the fair market rental Resolution No. 1 l 072 value of the leased property to be equal to or greater than the required debt service or lease payments. The lessee (the City) is obligated to include in its Annual Budget and appropriate the rental payments that are due and payable during each fiscal year the lessee has use of the leased property. The City should strive to maintain its net General Fund - backed annual debt service at or less than 8% of available annually budgeted revenue. This ratio is defined as the City's annual debt service requirements on General Fund Supported Debt including, but not limited to, COPS, LRBs, JOBS, and POBs) compared to total annual General Fund Revenues net of interfund transfers out. 2. Revenue Bonds — Long -term obligations payable solely from specific special fund sources, in general, are not subject to a debt limitation. Examples of such long- term obligations include those which are payable from a special fund consisting of restricted revenues or user fees (Enterprise Revenues) and revenues derived from the system of which the project being funded is a part. In determining the affordability of proposed revenue bonds, the City will perform an analysis comparing projected annual net revenues (exclusive of depreciation which is a non -cash related expense) to estimated annual debt service. The City should strive to maintain an annual coverage ratio of 110% (or such higher coverage ratio included in the City's existing financing documents), using historical and/or projected net revenues to cover annual debt service for bonds. To the extent necessary, the City shall undertake proceedings for a rate increase to cover both operations and debt service costs, and create debt service reserve funds to maintain the required coverage ratio. 3. Special Districts Financing — The City has formed and, if the City determines appropriate, it may undertake proceedings to form additional, Community Facilities Districts pursuant to the Mello -Roos Community Facilities District Act of 1982 or assessment districts pursuant to the Improvement Act of 1911, the Municipal Improvement Act of 1913, or other applicable law. The City will consider requests for special district formation and debt issuance when such requests address a public need or provide a public benefit. Each application will be considered on a case by case basis, and the Finance Department may not recommend a financing if it is determined that the financing could be detrimental to the debt position or the best interests of the City. 4. General Obligation Bonds — Notwithstanding their name, General Obligation Bonds are not general obligations of the City, but instead they are payable from and secured by a dedicated, voter - approved property tax override rate (i.e., a property tax in excess of the I% basic ad valorem property tax rate which has received the approving two - thirds vote of the City's electorate). While the dedicated revenue stream to repay the debt makes General Obligation Bonds an attractive option, additional considerations for this financing mechanism include the time and expense of an election, the possibility that the electorate will not approve the ballot measure, and the legal bonding capacity limit of the assessed value of all taxable Resolution No. 11072 7 property within the City. (At the time of the adoption of this Policy, the legal bonding capacity limit for a California general law city is 3.75% of the assessed value of all taxable property within the City.). 5. Tax Increment Financing — Tax increment financing is a financing method whereby a portion of ad valorem property taxes (commonly called the "tax increment ") that are allocated to an entity, such as a successor agency to redevelopment agency ( "Successor Agency "), an enhanced infrastructure financing district ( "EIFD "), a community revitalization and investment authority ( "CRIA ") or an infrastructure and revitalization financing district ( "IRFD "), and the entity is permitted to incur debt payable from and secured by the tax increment revenues. While tax increment debt for redevelopment agencies and Successor Agencies is entitled to the benefits of Article XVI, Section 16, of the California Constitution, no similar provision exists for EIFDs, CRIAs and IRFDs at the time of adoption of this Policy. Therefore, when considering EIFD, CRIA or IRFD financing or other types of tax increment financing which may be permitted by law in the future, debt limit concerns should be analyzed with respect to the proposed structure and taken into account in determining the practical viability of the proposed financing. 6. Conduit Debt — Conduit financing provides for the issuance of securities by a government agency to finance a project of a third party, such as a non - profit organization or other private entity. The City may sponsor conduit financings for those activities that have a general public purpose and are consistent with the City's overall service and policy objectives. Unless a compelling public policy rationale exists, such conduit financings will not in any way pledge the City's faith and credit. E. STRUCTURE OF DEBT 1. Term of Debt — In keeping with Internal Revenue Service regulations for tax - exempt financing obligations, the weighted average maturity of the debt should not exceed 120% of the weighted average useful life of the facilities or projects to be financed, unless specific circumstances exist that would mitigate the extension of time to repay the debt and it would not cause the City to violate any covenants to maintain the tax- exempt status of such debt, if applicable. 2. Rapidity of Debt Payment; Level Payment — To the extent practical, bonds will be amortized on a level repayment basis, and revenue bonds will be amortized on a level repayment basis considering the forecasted available pledged revenues to achieve the lowest rates possible. Bond repayments should not increase on an annual basis in excess of 2% without a dedicated and supporting revenue funding stream. Accelerated repayment schedules reduce debt burden faster and reduce total borrowing costs. The Finance Director will amortize debt through the most financially advantageous debt structure and to the extent possible, match the City's Resolution No. 11072 8 projected cash flow to the anticipated debt service payments. "Backloading" of debt service will be considered only when one or more of the following occur: a) Natural disasters or extraordinary or unanticipated external factors make payments on the debt in early years prohibitive. b) The benefits derived from the debt issuance can clearly be demonstrated to be greater in the future than in the present. C) Such structuring is beneficial to the aggregate overall debt payment schedule or achieves measurable interest savings. d) Such structuring will allow debt service to more closely match projected revenues, whether due to lower project revenues during the early years of the project's operation, inflation escalators in the enterprise user rates, or other quantifiable reasons. 3. Serial Bonds, Term Bonds, and Capital Appreciation Bonds — 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 driven based on market conditions. However, the use of CABs should be used as a last resort unless a compelling financing need is presented and acceptable rates and terms can be secured. 4. Reserve Funds — To the extent that the use of available City moneys to fund a reserve fund provides an economic benefit that offsets the cost of financing the reserve fund from bond proceeds (as determined by the Finance Director in consultation with the City's municipal advisor and, if applicable, the underwriter for the bonds), the City may use legally permitted moneys to fund a reserve fund in cash or through the purchase of a debt service reserve surety bond or insurance policy) for the proposed bonds, up to the maximum amount permitted by applicable law or regulation. Typically, this amount is equal to the least o£ (i) maximum annual debt service on the bonds, (ii) 10% of the principal amount of the bonds (or 10% of the sale proceeds of the bonds, within the meaning of Section 148 of the federal Internal Revenue Code), or (iii) 125% of average annual debt service on the bonds. F. USE OF ALTERNATIVE DEBT INSTRUMENTS Alternative debt instruments and financing structures sometimes can provide a lower cost of borrowing in the short run, but may involve greater medium -term or long -term risk. Due diligence review must be performed for each transaction, including the quantification of potential risks and benefits, analysis of the impact on City creditworthiness and debt affordability and capacity, and an evaluation of the ability of the City to withstand the medium -term or long -term risk attendant to alternative debt instruments, including the feasibility of exit strategies. Resolution No. 11072 1. Variable Rate Debt Variable rate debt affords the City the potential to achieve a lower cost debt depending on market conditions. However, the City will seek to limit the use of variable -rate debt due to the potential risks of such instruments. a) Purpose The City shall consider the use of variable rate debt for the purposes of- i. Reducing the costs of debt issues. ii. Increasing flexibility for accelerating principal repayment and amortization. iii. Enhancing the management of assets and liabilities (matching short- term "priced debt" with the City's short-term investments). b) Considerations and Limitations on Variable -Rate Debt The City may consider the use of all alternative structures and modes of variable rate debt to the extent permissible under State law and will make determinations among different types of modes of variable rate debt based on cost, benefit, and risk factors. The Finance Director shall consider the following factors in considering whether to utilize variable rate debt: i. With respect to General Fund supported debt, one of the following two criteria should be met as determined by the Finance Director in his or her discretion: 1) any variable rate debt should not exceed 20% of total City General Fund supported debt; or 2) annual debt service on any variable rate debt should not exceed 5% of the annual General Fund Revenue. ii. Any variable rate debt should be fully hedged by expected future capital fund reserves or unrestricted General Fund reserve levels, as applicable. iii. Whether interest cost and market conditions (including the shape of the yield curves and relative value considerations) are unfavorable for issuing fixed rate debt. iv. The likelihood of projected debt service savings when comparing the cost of fixed rate bonds. V. Costs, implementation and administration are quantified and considered. Resolution No. 11072 10 vi. Cost and availability of liquidity facilities (lines of credit necessary for variable rate debt obligations and commercial paper in the event that the bonds are not successfully remarketed) are quantified and considered. vii. Whether the ability to convert debt to another mode (daily, monthly, fixed) or redeem at par at any time is permitted. viii. Cost and availability of derivative products to hedge interest rate risk. ix. The findings of a thorough risk management assessment. C) Risk Management Any issuance of variable rate debt shall require a rigorous risk assessment, including, but not limited to factors discussed in this section. Variable rate debt subjects the City to additional financial risks (relative to fixed rate bonds), including interest rate risk, tax risk, and certain risks related to providing liquidity for certain types of variable rate debt. The City will properly manage the risks as follows: i. Interest Rate Risk and Tax Risk — The risk that market interest rates increase on variable -rate debt because of market conditions, changes in taxation of municipal bond interest or reductions in tax rates. Mitigation — Limit total variable rate exposure per the defined limits, match the variable rate liabilities with short term assets, and/or purchase appropriate derivative products to hedge against the risk see also Section F.2 below). ii. Liquidity/Remarketing Risk — The risk that holders of variable rate bonds exercise their "put" option, tender their bonds, and the bonds cannot be remarketed requiring the bond liquidity facility provider to repurchase the bonds. This will result in the City paying a higher rate of interest to the facility provider and the potential rapid amortization of the repurchased bonds. Mitigation - Limit total direct variable -rate exposure. Seek liquidity facilities which allow for longer (5 -10 years) amortization of any draws on the facility. Endeavor to secure credit support facilities that result in bond ratings of the highest short-term ratings and long -term ratings not lower than the second highest rating category (without taking into account numerical or plus /minus sign modifiers). If the City's bonds are downgraded below these levels (or such other rating levels as provided in the applicable financing documents) as a result of the facility provider's ratings, a replacement provider shall be sought. Resolution No. 11072 iii. LiquidiovWollover Risk — The risk that arises due to the shorter term of most liquidity provider agreements (1 -5 years) relative to the longer -term amortization schedule of the City's variable -rate bonds. Liquidity and rollover risk includes the following risks: (1) the City may incur higher renewal fees when renewal agreements are negotiated, and (2) the liquidity bank market may constrict such that it is difficult to secure third party liquidity at any interest rate. Mitigation — Negotiate longer terms on provider contracts to minimize the number of rollovers. 2. Derivatives The use of certain derivative products to hedge variable rate debt, such as interest rate swaps, may be considered to the extent the City has such debt outstanding or under consideration. The City will exercise extreme caution in the use of derivative instruments for hedging purposes, and will consider their utilization only when sufficient understanding of the products and sufficient expertise for their appropriate use has been developed. A comprehensive derivative policy will be adopted by the City prior to any utilization of such instruments. G. REFUNDING GUIDELINES The Finance Director shall monitor all outstanding City debt obligations for potential refinancing opportunities. The City will consider refinancing of outstanding debt to achieve annual savings or to refinance a bullet payment or spike in debt service. Except for instances in which a bullet payment or spike in debt service is being refinanced, absent a compelling reason or financial benefit to the City, any refinancing should not result in an increase to the weighted average life of the refinanced debt. Except for instances in which a bullet payment or spike in debt service is being refinanced, the City will generally seek to achieve debt service savings which, on a net present value basis, are at least 3% of the debt being refinanced. The net present value assessment shall factor in all costs, including issuance, escrow, and foregone interest earnings of any contributed funds on hand. Any potential refinancing shall additionally consider whether an alternative refinancing opportunity with higher savings is reasonably expected in the future. Refundings which produce a net present value savings of less than 3% will be considered on a case -by -case basis. Notwithstanding the foregoing, a refunding by the Successor Agency to the Orange Redevelopment Agency shall be determined based on the requirements of Health and Safety Code Section 34177.5. H. MARKET COMMUNICATION, ADMINISTRATION, AND REPORTING 1. Rating Agency Relations and Annual or Ongoing Surveillance — The Finance Director shall be responsible for maintaining the City's relationships with the major rating agencies that rate municipal bond issues (such as S &P Global Ratings, Fitch Ratings and Moody's Investors Service). These agencies' rating criteria often change and the City cannot control the decisions made by any rating agency. However, for each debt issue that the City will seek a rating assignment, the City Resolution No. 11072 12 will strive to obtain and maintain the highest possible underlying, uninsured rating. In addition to general communication, the Finance Director shall: a) Ensure the rating agencies are provided updated financial statements of the City as they become publically available. b) Communicate with credit analysts at each agency as may be requested by the agencies. C) Prior to each proposed new debt issuance, schedule meetings or conference calls with agency analysts and provide a thorough update on the City's financial position, including the impacts of the proposed debt issuance. 2. Council Communication — The Finance Director should report feedback from rating agencies, when and if available, regarding the City's financial strengths and weaknesses and areas of concern relating to weaknesses as they pertain to maintaining the City's existing credit ratings. 3. Continuing Disclosure Compliance — The City shall remain in compliance with Rule 15c2 -12, promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, by filing (to the extent required by the applicable continuing disclosure undertaking) its annual financial statements and other financial and operating data for the benefit of its bondholders within nine months of the close of the fiscal year, or by such other annual deadline required in any continuing disclosure agreement or certificate for any debt issue. The City shall maintain a log or file evidencing that all continuing disclosure filings have been made promptly. 4. Debt Issue Record - Keeping — A copy of all debt - related records shall be retained at the City's offices. At minimum, these records shall include all official statements, bond legal documents /transcripts, resolutions, trustee statements, leases, and title reports for each City financing (to the extent available). Such records shall be retained while any bonds of an issue are outstanding and during the three -year period following the final maturity or redemption of the bond issue or, if later, while any bonds that refund bonds of that original issue are outstanding and for the three year period following the final maturity or redemption date of the latest refunding bond issue. 5. Arbitrage Rebate — The use of bond proceeds and their investments must be monitored to ensure compliance with all arbitrage rebate requirements of the Internal Revenue Code and related Internal Revenue Service regulations, in keeping with the covenants of the City and /or related entity in the tax certificate for any federally tax - exempt financing. The Finance Director shall ensure that all bond proceeds and investments are tracked in a manner which facilitates accurate calculation; and, if a rebate payment is due, such payment is made in a timely manner. Resolution No. 11072 13 I. CREDIT RATINGS The City will consider published ratings agency guidelines regarding best financial practices and guidelines for structuring its capital funding and debt strategies to maintain the highest possible credit ratings consistent with its current operating and capital needs. J. 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 City, in consultation with the City municipal advisor, may determine the use of a credit enhancement, for any debt issue, if it reduces the overall cost of the proposed financing or if the use of such credit enhancement furthers the City's overall financing objectives. K. SB 1029 COMPLIANCE Senate Bill 1029, signed by the State Governor on September 12, 2016, and enacted as Chapter 307, Statutes of 2016, requires issuers to adopt debt policies addressing each of the five items below: The purposes for which the debt proceeds may be used. Section C.2 (Acceptable Uses of Debt and Proceeds of Debt) and Section C.3 Prohibited Use of Debt and Proceeds of Debt) address the purposes for which debt proceeds may be used. ii. The types of debt that may be issued. Section C.3 (Short-Term Debt), Section D (Types of Financing Instruments; Affordable and Planning Policies), Section E (Structure of Debt) and Section F (Use of Alternative Debt Instruments) are among the provisions that provide information regarding the types of debt that may be issued. iii. The relationship of the debt to, and integration with, the issuer's capital improvement program or budget, if applicable. Section C.1 (Acceptable Conditions for the Use of Debt) provides information regarding the relationship between the City's debt and Capital Improvement Program. iv. Policy goals related to the issuer's planning goals and objectives. As described in Section B (BACKGROUND), Section D (TYPES OF FINANCING; AFFORDABILITY AND PLANNING POLICIES) and other sections, this Policy has been adopted to assist with the City's goal of maintaining fiscal sustainability and financial prudence. Resolution No. 11072 14 V. The internal control procedures that the issuer has implemented, or will implement, to ensure that the proceeds of the proposed debt issuance will be directed to the intended use. Section 4 (Internal Control Procedures Concerning Use of Proceeds of Debt) provides information regarding the City's internal control procedures designed to ensure that the proceeds of its debt issues are spent as intended. GLOSSARY Ad Valorem Tax: A tax calculated "according to the value" of property. In California, property which is subject to ad valorem taxes is classified as "secured" or "unsecured." The secured classification includes property on which any property tax levied by a county becomes a lien on that property. A tax levied on unsecured property does not become a lien against the unsecured property, but may become a lien on certain other property owned by the taxpayer. Annual Coverage Ratio: With respect to any bonds that are secured by a particular source of revenue for a particular 12 -month period, the ratio obtained from dividing the estimated dollar amount of the revenue during such period by the scheduled principal and interest payment for the bonds during such period. Anticipation Notes: Short term notes (such as Tax and Revenue Anticipation Notes, Grant Anticipation Notes and Bond Anticipation Notes) issued to provide interim financing anticipated to be paid off from sources to be received at or before the maturity date of the anticipation notes such as tax revenues, grant funds, proceeds of long -term bonds). 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 Internal Revenue Code of 1986, as amended. Assessed Valuation: The "value" of property as set by a taxing authority (such as the county assessor) on the tax roll for purposes of ad valorem taxation. 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: Short-term notes issued usually for capital projects and paid from the proceeds of the issuance of long -term bonds. Provide interim financing in anticipation of bond issuance. Bond Counsel: A specialized, qualified 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 typically prepares and /or advises the issuer regarding legal structure, authorizing resolutions, trust indentures and the like. Resolution No. l 1072 15 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 and this premium is typically paid out of the bond issue. 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. CDIAC. California Debt and Investment Advisory Commission 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 JPA or non - profit). 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 Continuing Disclosure: An issuer's obligations under its continuing disclosure agreements executed in connection with its bond issues. See "Rule 15c2 -12" below. Under each continuing disclosure agreement, the issuer agrees to periodically provide certain relevant information and make such information available to the investing market. The information is generally required to be posted on MSRB's Electronic Municipal Market Access (EMMA) website. Credit Enhancement: An instrument (such as a bond insurance policy, a debt service reserve insurance policy or surety bond, a letter of credit) which may be purchased to provide additional assurance that the repayment of the debt will be honored, and hence may enhance the credit rating for the debt issue. 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 Investors Service, Standard & Poor's, and Fitch Ratings. Debt Limit: The maximum amount of debt that is legally permitted by applicable 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 the opportunity to cure. Resolution No. 11072 16 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: A specialized, qualified 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. Also known as "underwriter discount," this is the fee paid to the underwriter its banking and bond marketing services. Enterprise Activity: Specific activity that generates revenues. Common examples include water, wastewater and solid waste enterprises. A use of revenues generated by an enterprise activity for purposes unrelated to that enterprise is often subject to restrictions imposed by law. Debt service on bonds issued to finance facilities or projects for an enterprise is usually paid with the revenues of such enterprise. Financing Team: The working group of City staff and outside consultants necessary to complete a debt issuance. 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 default. Issuance Costs: The costs incurred by the bond issuer during the planning and sale of securities. These costs include by are not limited to municipal advisory, bond counsel, disclosure counsel, printing, advertising costs, credit enhancement, 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 lessor 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 the revenue from lease payments made by one party to another. Maturity Date: The date upon which a specified amount of debt principal or bonds matures, or becomes due and payable by the issuer of the debt. Municipal Advisor: A consultant who provides the municipal issuer with advice on the structure of the bond issue, timing, terms and related matters for a new bond issue. 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. The MSRB hosts the EMMA website, which hosts information posted by issuers under their continuing disclosure undertakings. Resolution No. 11072 17 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, period of market volatility and weaker credit quality. A thorough evaluation, usually with the assistance of the City's Municipal Advisor, of the proposed bond's credit characteristics in conjunction with market conditions will be performed to ensure reasonable final pricing and underwriting spread. Net Present Value (NP[) – A financial measurement whereby savings of a transaction are discounted back to money into a "today's" dollars equivalent. Often the discount rate used is the true interest cost (TIC —see definition below) rate on the proposed new bond issuance. Typically, in the municipal market place it is common to then divide the NPV value by the outstanding par amount of the bonds that are to be refunded to develop a percentage value. 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 the credit quality of the securities. Par Value: The face value or principal amount of a security. Pension Obligation Bonds: 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 10 -40 year term or by matching the term with the amortization period of the outstanding unfunded actuarial accrued liability. 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. 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. Redemption: Depending on an issue's call provisions, an issuer may on certain dates and at certain premiums, redeem or call specific outstanding maturities. When a bond or certificate is redeemed, the issuer is required to pay the maturities' par value, the accrued interest to the call date, plus any premium required by the issue's call provisions. Refunding: A procedure whereby an issuer refinances an outstanding debt issue by issuing a new debt issue. Rule I5c2 -12: Rule adopted by the Securities and Exchange Commission setting forth certain obligations of (i) underwriters to receive, review and disseminate official statements prepared by issuers of most primary offering 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 Resolution No. 11072 18 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 of 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 of revenue, and do not permit the bondholders to compel a jurisdiction to pay debt service 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 fund provisions. Tax and Revenue Anticipation Notes (TRANS): Short term notes issued in anticipation of receiving tax receipts and revenues within a fiscal year. TRANs allow the municipality to manage the period 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 but where the issuer may agree to make periodic payments into a sinking fund for mandatory redemption of term bonds before maturity and 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. Weighted Average Useful Life: In reference to a particular bond issue, the weighted average useful life of the assets financed with the proceeds of the bonds is calculated by giving weight to both the relative dollar amount spent on each asset and the useful life of that asset. Resolution No. 11072 19 Yield: The net rate of return, as a percentage, received by an investor on an investment. Yield calculations on a fixed income investment, such as a bond issue, take purchase price and coupon into account when calculating yield to maturity. Resolution No. 11072 20