HomeMy WebLinkAboutCity Council Resolution 17-046 -Adopting Debt Management Policy
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POLICY TITLE: Debt Management Policy
COUNCIL ADOPTION DATE: July 5, 2017
ORIGINAL RESOLUTION NO.: 2017-XXX
REGULATORY COMPLIANCE: State Government Code Section 8855-8859, as amended
by SB 1029 on September 12, 2016
POLICY EFFECTIVE DATE: July 5, 2017
AMENDMENTS:
(Date Adopted & Resolution No.)
N/A
POLICY CONTENT
I. DEBT MANAGEMENT POLICY
A. Scope and Objectives
B. Statutory Requirements
C. Responsibility
D. Transparency
II. DEBT FINANCING CONSIDERATIONS
A. Debt Philosophy
B. Purpose and Analysis
C. Methods of Financing
D. Debt Categories
E. Debt Restrictions and Policy Limits
III. TYPES OF LONG-TERM DEBT FINANCING
A. General Obligations Bond Debt
B. Assessment Bonds
C. Revenue Bonds
D. Mello-Roos Bonds
E. Marks-Roos Bonds
F. Conduit Bonds
G. Certificates of Participation
H. Tax and Revenue Anticipation Notes
IV. BOND DEBT STRUCTURE CONSIDERATIONS
A. Bond attributes
V. DEBT ISSUANCE
A. Guidelines on Issuing Debt
B. Credit Objectives
C. Methods of Sale
D. Initial Disclosure Requirements
E. Refunding of Debt
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VI. DEBT MANAGEMENT
A. Investment of Bond Proceeds
B. Use of Proceeds
C. Arbitrage Compliance
D. Ongoing Disclosure Requirements
E. Compliance with Other Bond Covenants
F. Retention
G. Investor Relations
H. Annual Financial Statement Audit
VII. SB 1029: DEBT ISSUANCE REPORTING REQUIREMENTS
A. Background
B. Proposed Debt Issuance
C. Report of Final Sale
D. Annual Transparency Report
GLOSSARY: MUNICIPAL SECURITIES TERMINOLOGY
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I. DEBT MANAGEMENT POLICY
A. SCOPE AND OBJECTIVES
This Debt Management Policy sets forth debt management goals for the City of Saratoga,
establishes general parameters for consideration of debt financing, and provides guidance
for the issuance, management, and continued administration of debt. This policy applies
to debt issued directly by the City, and debt issued on behalf of the City by its Public
Financing Authority.
The primary objectives of this policy are to improve the quality of debt related decisions
through providing an overview of common types of debt the Council may consider, the
debt issuance process, and practices required for the management of a debt portfolio.
Overall, this policy serves as a public commitment by City Council to:
Articulate debt policy goals.
Provide guidelines on debt issuance decisions, implementation, and maintenance.
Promote sound financial management on the use of debt, including an understanding
of the different types of borrowing.
Establish maximum limits on the amount of debt outstanding and the amount of annual
debt service the City will consider.
Minimize debt service and issuance costs.
Maintain a high credit rating and credit availability to maximize future debt capacity.
Demonstrate a commitment to long-term financial planning, including a multi -year
capital plan and five-year General Fund operational forecast.
Provide for public accountability and transparency related to the issuance of debt
through clear disclosure in budget and financial reporting documents, and annual debt
reports.
Minimize legal risks by complying with all financial disclosure, reporting, and debt
issuance laws while planning debt transactions, executing them, and throughout the
life of the debt transaction.
Ensure full and timely repayment of debt.
B. STATUTORY REQUIREMENTS
The State Legislature created the California Debt and Investment Advisory Commission
(CDIAC) in 1981 to, among other things, oversee state and local debt authorization and
issuance. To meet its statutory mandate, the CDIAC establishes guidelines, policies, and
procedures to be followed, including reporting forms and deadlines.
In compliance with CDIAC direction, this Debt Policy shall:
Require a stated purpose for which debt proceeds may be used.
Identify the types of debt that may be issued.
Require debt have an integral relationship to the City’s goals and objectives, budget
and/or capital improvement program.
Identify the methods of sale permitted.
Identify permissible debt structure factors, such as maximum term limits,
amortization requirements, redemption policies, credit tools, and other debt
limitations.
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Require internal control procedures over funds to ensure debt proceeds are
directed to the intended use
Establish debt issuance authorization and compliance requirements.
C. RESPONSIBILITY
On an annual basis, this Debt Management policy: shall be reviewed and modified as
necessary by the Finance & Administrative Services Director; brought to the Finance
Committee for review; and brought to the City Council for approval.
The City Manager or designee shall be responsible for enforcing this policy, and may issue
supplemental procedures and memoranda that detail s specific directions for clarification
purposes, as needed.
D. TRANSPARENCY
The decision to incur new indebtedness should be fully transparent and incorporated into
the adopted Operating and Capital Improvement Program budget document , with full
explanation and disclosure of the debt purpose, funding source, and payment obligations.
Annual debt service payments shall be included in the adopted Operating Budget over the
life of the financing obligation.
II. DEBT FINANCING CONSIDERATIONS
A. DEBT PHILOSOPHY
The City’s fiscal management philosophy calls for conservative and cautious practices to
ensure prudent and efficient use of resources to: maintain the City’s fiscal health; preserve
essential services; reduce financial risk; and support short and long-term administrative,
financial, and operati onal goals through responsible, sustainable, and enforceable fiscal
policies and internal controls.
This Debt Management Policy is designed to align with the City’s conservative and cautious
fiscal practices. The following statements summarize Council’s debt philosophy:
The City minimizes the use of debt funding, limiting long-term debt financing to capital
improvements or special projects that cannot be financed from current or dedicated
revenues. Large liabilities that result in significant financial impacts may also be
considered for long-term debt financing if prompt repayment is vital to the City’s well-
being. In principle, long-term debt is to be used only if the debt service requirements
do not negatively impact the City’s ability to meet future operating, capital, and cash
reserve policy requirements.
The City does not incur debt for operations, or for capital improvements except under
extraordinary circumstances and with citizen support. Under these circumstances the
City will seek voter approval for debt to undertake major infrastructure rehabilitation.
Through City Council approval, the City may function as a bonding conduit for special
assessment districts. This may occur when a neighborhood is seeking to improve
private or cooperatively owned infrastructure, such as private roads or water system
cooperatives. The City shall require full liability protection and cost recovery as
necessary to protect the City and mitigate the cost associated with such actions.
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The term for repayment of long-term financing shall: not exceed the expected useful
life of the project; include financing payment terms at a manageable level; and, does
not extend beyond functionally appropriate payment terms.
The City will monitor all forms of debt in conjunction with budget development
throughout the year, and will promptly report concerns and remedies if necessary to
the City Council.
The City will ensure compliance with bond covenants, and provide financial information
to reporting parties as required.
B. PURPOSE AND ANALYSIS
The general purpose for debt financing must fall into one of the following categories:
1. New Money Financing – New money debt is to generate additional funding to be
available for expenditure on capital projects. These funds may be used for the
acquisition, construction or major rehabilitation of capital assets.
2. Refunding – Refunding bonds are issued to retire all or a portion of an outstanding
bond issue. Most typically this is done to refinance debt at a lower interest rate to
reduce debt service. Alternatively, some refundings are to restructure the repayment
schedule of the debt, to change the type of debt instruments being used, or to retire
an indenture in order to remove undesirable covenants.
3. Reimbursement Bonds – A tax-exempt bond for which the proceeds are allocated to
prior expenditures originally paid from sources other than bond proceeds.
A proposed debt financing request must fully and clearly state the purpose, funding use,
debt type, and the reasons debt financing is being requested, including a critical analysis
on whether debt financing is beneficial for the project and the City. The analysis is to
include a detailed consideration of available alternatives, debt funding sources, and
whether the debt conforms to the City’s long-term financial planning objectives.
As a checklist, the analysis of proposed debt should:
Confirm that the capital project, infrastructure improvement, or asset is eligible for
short- or long-term financing.
Assure the total cost of the capital project, infrastructure improvement, or asset
includes contingency funding and financing costs.
Review available financing options, cost effectiveness, and cost-benefit factors.
Identify and assess alternative bond structures.
Identify the source and reliability of a revenue stream to fund annual debt service.
Appraise the municipal bond market, including economic and interest rate trends, and
appropriateness of market timing.
C. METHODS OF FINANCING
Under the City’s fiscal management philosophy, the City manages its cash in a manner
that ensures ongoing operational expenses are met, thereby preventing the need for
borrowing. Capital funding is viewed under the same available funding philosophy,
meaning the City subscribes to acquiring funds through grants and accumulated net
operational savings for one-time cash flow funding, as a general rule. Debt obligations
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are to be considered only after giving due consideration to all available funding sources,
including available cash reserves, available current revenues, future revenue sources,
potential grants, and all other financing sources legally available to be used for such
purposes.
1. Cash Funding
The City funds a significant portion of capital improvements on a “pay-as-you-go”
basis. City generated capital improvement funding is typically accumulated from
excess operational revenues (aka Net Operations), that is directed into a Capital
Project Reserve at year end. This reserve funding is then distributed to capital
improvement projects by Council as part of the annual budget process. As part of a
“pay as you go” strategy, the City may accumulate capital improvement funding for
several years, or contribute a portion of the project cost and look for grant funding to
supplement the cost of the project.
2. Interfund Borrowing
The City may borrow internally from other funds with surplus cash , in lieu of issuing
bonded debt. Purposes warranting the use of this type of borrowing could include
short-term cash flow imbalances due to grant terms, interim financing pending the
issuance of bonds, or long-term financing in lieu of bonds for principal amounts under
$5 million. The City funds from which the money is borrowed may, at Council’s
discretion, be repaid with interest based upon the earning rate of the City’s investment
pool or other designated market rate. The Finance & Administrative Services Director
shall exercise due diligence to ensure that it is financially prudent for the Fund making
the loan.
Interfund loans will be evaluated on a case by case basis. Any borrowing between two
City funds which exceeds the City Manager’s authority for services requires a
repayment schedule approved by City Council and may include an interest rate based
on the market at the time the loan was taken out. The purpose of interfund borrowing
is to finance high priority needs and to reduce costs of interest, debt issuance and/or
administration.
3. Bank Loans/Lines of Credit
Although the City does not typically utilize lines of credit or short-term anticipation
notes for the financing of capital projects, temporary financing instruments may be
evaluated as a financing option.
4. Other Loans
The City will evaluate other loan programs under specialized circumstances, including
but not limited to State or Federal loans, loans from other governmental agencies,
private loans, and non-profit foundations.
5. Bond Financing
The City may issue bond types that are allowed under federal and state law including,
but not limited to: general obligation bonds; certificates of participation; revenue
bonds; assessment district bonds; and special tax bonds.
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Conduit bond financing, where the City issues debt that is borne by another party,
does not constitute a general obligation of the City. However, the same level of due
diligence and transparency prior to bond issuance is required. The City will consider
requests for conduit financing on a case by case basis.
6. Non-Profit or Joint Powers Authority (JPA) Co-op
In addition to long and short-term financing instruments, the City may also consider
joint arrangements with other governmental agencies when a project serves the public
interest beyond City boundaries.
D. DEBT CATEGORIES
As part of debt financing considerations, the following debt-term categories are defined
and identified as appropriate for specific purposes:
1. Short-term Debt
Some cities in California utilize short-term loans for short-term liquidity needs. As a
practice short-term instruments are not utilized by the City of Saratoga however,
short-term borrowing is permissible if necessary under exigent circumstances. This
could include large unexpected working capital cash needs after a catastrophic event,
or the need for an interim method of financing until long term borrowing or grant funds
have been secured. The City Council may choose to authorize the use of short-term
instruments if future revenue will be sufficient to repay the debt within a maximum 18
months short-term debt timeframe requirement.
2. Intermediate-Term Debt Lease/Purchase Debt
Typically, intermediate term debt is used for Lease-Purchase financing where fixed
assets/equipment have limited useful lives due to rapidly evolving technology or
changing needs, making the purchase of an asset/equipment unfavorable. Examples
of appropriate uses include leasing electric vehicles or multi -function devices,
(formerly known as copiers), for which technology is improving both quality and
functionality significantly before the useful life is over, or when long-term maintenance
costs on purchased assets increase total cost significantly. These types of leases are
allowed over a repayment term not to exceed 10 years.
3. Long-Term Municipal Bond Debt
City philosophy establishes the preference to fund capital projects with available cash
or grant funding, to the extent possible and practical. As part of infrastructure funding
strategy, the City will first look for available grant funding for capital improvement
projects, then to current dedicated revenues, capital project reserves, and current year
operational funding. As a result, l arge projects are often completed in phases.
However, the City will consider the use of long -term municipal bond financing to fund
major infrastructure needs under the following circumstances:
a) A capital project is immediately required to meet or relieve capacity needs and
current resources are insufficient or unavailable.
b) A capital project is mandated by state or federal requirements, and current
resources are insufficient or unavailable.
c) The capital project lends itself to debt financing rather than funding over an
extended time period, based on cost and the expected useful life of the asset.
d) Other financing options have been explored and are not viable for the timely or
economic acquisition or completion of the major capital project or asset.
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E. DEBT RESTRICTIONS AND POLICY LIMITS
Existing debt adversely affects an entity’s credit rating. This in effect means an entity’s
debt capacity is limited by cost as the risk/price of borrowing increases with more debt.
Therefore, it follows that only the highest-priority projects should be considered for debt
financing, as funds borrowed and funds committed for debt service of curr ently financed
projects would not be available for future projects or operational uses.
Through this policy, the City Council limits debt financing by the following legal limits,
financial limits, operational guidelines, and public policy:
1. Legal/Statutory Limits
Legal restrictions may be determined by State constitution or law, local charter
ordinances, or bond referenda approved by voters. At the highest level, California
Government Code section 43605 states:
A city shall not incur an indebtedness for public improvements which
exceeds in the aggregate 15 percent of the assessed value of all real and
personal property in the city. Within the meaning of this section,
“indebtedness” means bonded indebtedness of the city payable from the
proceeds of taxes levied upon taxable property in the city.
This provision, however, was enacted when assessed valuation was based upon 25
percent of market value. Effective with the 1981/82 fiscal year, property parcels are
now assessed at 100 percent of market value, based on the most recent ownership
change for that parcel, and adjusted upward annually by a maximum of +2 percent.
To reflect the intent of the debt limit in Section 43605 , the stated 15 percent of
assessed level would be adjusted to one-fourth of that level, or 3.75 percent of the
assessed value of all real and personal property of the City.
In addition, special assessment debt, revenue bond debt, and certificates of
participation debt are excluded from the debt limit calculation as State debt limit
guidelines pertains primarily to General Obligation Debt.
Following the City’s cautious and conservative financial practices, the City chooses to
limit General Obligation Bond Debt to 1.0 percent of the City’s assessed valuation –
far lower than the State’s maximum debt limit of 3.75 percent . Further, cumulative
annual debt service payments for all bond issues supported by the General Fund are
limited to a maximum of 10 percent of annual General Fund Revenue.
As a public policy check, taxpayer surveys and subsequent election results will
establish the actual threshold residents would approve. This policy establishes
maximum debt limit guidelines for financial management purposes.
2. Financial Limits
a) In line with the maximum 1.0 percent of assessed valuation maximum debt policy,
General Obligation debt financing assessments are further restricted so as not to
exceed the lower of either:
$5,000 debt per capita
Total annual maximum debt service assessment on $10,000 per $1 million of
assessed value
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b) The City will not obligate the General Fund to secure long -term financing unless
the community will benefit as a result of the improvement and estimated future
revenues from the project or funding resources are sufficient to repay the debt
obligation.
c) Short term debt shall not exceed 10 percent of the General Fund’s annual budgeted
revenue at any point in time.
d) Long-term financing can be marketed with investment grade credit ratings, and
the City can maintain its high credit ratings.
3. Operational Restrictions
a) Long-term bond debt is restricted to major capital infrastructure projects identified
in the adopted Capital Improvement Plan. Project costs include planning, design,
construction and land acquisition, as well as related fixtures and equipment.
b) Bond debt funding shall not be used for ongoing operating expenses or liabilities
such as infrastructure maintenance or for pension obligation bonds (POBs) to fund
unfunded pension liabilities.
c) Variable rate bonds may cause debt service payment fluctuations and uncertainty
in cash flows. Based on the City’s conservative financial management philosophy,
variable rate bonds are not suitable for capital infrastructure funding, and therefore
not allowed as a debt financing tool.
d) To be eligible for debt funding, short term financed assets must have a minimum
useful life of one year, intermediate-debt for five years, and for long-term debt, an
asset must have a minimum useful life of twenty years.
4. Long-Term Debt Public Policy Limits
The following policies further enforce the City’s fiscally conservative philosophy. Each
must be considered under the circumstances and in relation to the other parameters.
a) Long-term financing shall be considered for major infrastructure projects where
the burden of payment rests more directly on select taxpayers or beneficiaries,
such as for special assessment projects, project revenue bonds, or economic
development projects, and exceeds a minimum bond indebtedness of $1 million.
b) General Obligation bond debt may be considered for large public infrastructure
projects where project costs exceeds the minimum bond indebtedness of $5
million, a significant proportion of City residents would benefit from the debt
financing purpose, and public opinion surveys i ndicate a favorable vote of approval.
c) The life of the project or asset to be financed is 10 years or longer, and the
financing term exceeds the useful life of the project or asset.
III. TYPES OF LONG-TERM BOND DEBT FINANCING
The following describes common types of long-term debt instruments that may be considered
to meet financing objectives.
A. GENERAL OBLIGATION BOND DEBT
General Obligation (G.O.) bonds are the traditional form of debt financing for large capital
projects such as the acquisition, construction, or remodeling of buildings. As voter
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authorization is required for a City to issue G.O. bonds, and funded by the City’s ad
valorem taxing authority, this debt represents the most secure type of City debt.
Therefore, when voters approve a G.O. Bond, they are simultaneously approving a tax
levy on their real or personal property to cover the debt service payments. In California,
local agency G.O. bonds must be approved at an election by at least 2/3 of the voters
(school bonds require a 55% majority). Saratoga residents passed a 30 year G.O. bond
issue in 2001 to remodel the City’s Library building.
While G.O. bonds are typically the least expensive long-term debt available, there are a
number of drawbacks: delays due to voter approval requirements; the possibility voters
do not approve the bond issuance and project; and state or agency debt limit restraints.
B. ASSESSMENT BONDS
Special assessment debt is a type of land-secured municipal bond used to fund a
development or community project for a specific third party entity. The debt is repaid
from taxes assessed on the district’s property owners who benefit from the improvements
financed by the bonds.
The issuance of these bonds is subject to a two-thirds (2/3) approval of the land-owners
voting in the election. Voters are limited to the property owners within the designated
area defined as a “community benefit” or “special assessment” district that recei ves the
benefit of the project. For example, if a special assessment bond is issued to pay for the
initial roadway or for repairs on a private street, the local government would levy a special
assessment tax on the property owners designated as belonging to that special district
on that private street. The special tax assessments are then used to retire the interest
and principal payments on the bond debt.
C. REVENUE BONDS
Revenue bond long-term debt is issued by municipality, state, or public agencies, typically
to build, acquire, or improve a revenue-generating asset or service. In turn, debt service
is commonly repaid by the revenue generated by the project or service fu nded by the
bond proceeds, with the intent that the beneficiaries pay for a fair share of the costs.
Revenue bonds are designed to be self-supporting through user fees or special earmarked
receipts. The general taxing power of the jurisdiction is not pledged.
Enterprise Revenue Bonds are repaid by the earnings from the operations of a revenue -
producing enterprise; Special Revenue Bonds are repaid from special taxes/assessments,
and Lease Revenue Bonds from contract leases or rental agreements.
Investors consider Revenue Bonds less secure than general obligation bonds as the debt
service revenue comes from user fees of the capital asset that is being funded, with the
local entity responsible for establishing and collecting sufficient revenues to retir e the debt
through fees or rates. As a result, borrowing costs are typically higher than those on
general obligation bonds.
D. MELLO-ROOS BONDS
The Mello-Roos Community Facilities Act of 1982 authorizes a public entity to form a
Community Facilities District (CFD), also known as a Mello-Roos district. Once formed,
the district can finance facilities and provide services. Upon approval by at least two -
thirds of the registered voters or landowners within the district, the district may issue
bonds secured by a levy of special taxes (not ad valorem). The security of the bonds is
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provided by properties within the district. The special taxes are not assessments, and
there is no requirement that the special tax be apportioned on the basis of benefit to the
property. The public entity is not liable for the repayment of these bonds, but acts as an
agent for the property owners/bondholders in collecting and forwarding the special
assessments.
E. MARKS-ROOS BONDS
The Marks-Roos Local Bond Pooling Act of 1985 provides Joint Powers Authorities (JPAs)
with broad powers to issue bonds for a wide variety of purposes. As the name of the Act
implies, the law was originally enacted to facilitate local bond pooling efforts, which
allowed local agencies to achieve lower costs of issuance through spreading fixed costs
across a number of small issues. Debt repayment would be dependent on the type of
bonds issued.
F. CONDUIT BONDS
The City may issue conduit bonds for related agencies provided the improvements to be
financed have a general public purpose (e.g. infrastructure, economic development,
housing, health facilities, etc.) consistent with the City’s overall operating and capital
plans. Principal and interest is to be paid from project revenues or specific taxe s.
Conduit debt bonds are not included in the City’s debt burden because they are secured
solely by revenues of the private or non -profit party. Principal and interest on conduit
bonds is paid solely from the net revenues of the project. Issuance of thes e bonds does
not constitute a general obligation of the City.
The City will obtain a clear opinion that it will not be liable for the payment of principal
and interest in the event of default by the conduit borrower by independent bond counsel.
If no such opinion can be obtained, the conduit borrower will purchase insurance or a
letter of credit in the City’s name to protect taxpayers in the event of default.
The City will require a commitment from all institutions that borrow money under the
City’s name to agree to provide the market with continuing disclosure information .
G. CERTIFICATES OF PARTICIPATION
Certificates of Participation (COPs) are a widely used type of lease-purchase financing
mechanism where a public entity seeking to acquire an asset enters into an agreement to
pay a fixed amount annually to a third party, that are considered installments toward the
purchase of the asset. The agreement allows the lessor to assign the rights to the lease
payments to investors via certificates of participation. Each certificate signifies that the
investor owns a proportional interest in the lease payments to be made by the
governmental entity.
The participants in a lease-purchase agreement are (1) the government entity lessee, (2)
the lessor, which may be a private firm, vendor, or another governmental entity, and (3)
investors.
Under a capital lease or Certificate of Participation issue, the City is obligated to annually
budget for the rentals that are due and payable during each fiscal year; as such , payments
cannot be accelerated. Because of this, capital leases are not considered an indebtedness
of the City under State statutes. However from a credit or accounting perspective, all or
most of this type of debt may be considered an obligation of th e City. For instance, under
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governmental accounting principles, a minimal buy-out payment at the end of the lease
term indicates the lease is in true form a purchase, and shall be accounted for as such
throughout the issuance term.
H. SHORT-TERM ANTICIPATION NOTE FINANCING
Revenue Anticipation Notes (RANs), Tax Anticipation Notes (TANs), Tax and Revenue
Anticipation Notes (TRANs), Grant Anticipation Notes (GANs), and Bond Anticipation Notes
(BANs) are all types of short-term borrowings issued by municipalities to finance cash flow
deficits that occur due to irregular receipt of tax and/or revenues to fund working capital
requirements for operating expenses, or to provide interim bridge financing for bond or
grant financed capital projects.
Typically, the issuers (ones owing the debt) are required to repay all principal and interest
with current fiscal year revenues, but no longer than 18 months; to borrow no more than
the projected cash-flow deficit; and to provide detailed cash flow projections and
comprehensive documentation.
IV. BOND DEBT STRUCTURE CONSIDERATIONS
A. BOND ATTRIBUTES
1. Interest Rates
a) Fixed Interest Rate Bonds – A bond with interest rates established or “fixed” at the
time the bond is issued. Unlike a typical mortgage fixed interest rate, bond fixed
interest rates may vary slightly from year to year over the term of the bond. These
fluctuations are a factor of structuring the bonds to attain the lowest possible total
cost while maintaining a high level of attractiveness for bond buyers. Bonds are
typically designed to pay a higher interest rate for those bonds held for longer
terms, than those maturing in the near term. This higher rate is associated with a
higher risk in long-term economic projections.
b) Variable Interest Rate Bonds – A bond with floating coupon payments that are
adjusted at specific intervals. Generally, the current Money Market Rate is used to
set interest rates, plus or minus a set percentage. As a result, coupon payments
change over time. Investment risk is offset by lower initial interest rates, but the
long term costs are uncertain, as rates may increase significantly.
c) Interest Only Bonds – A long-term debt structure that delays the repayment of
principal for a set time period in order to offer lower front -end payments. This
type of debt incurs a greater cost over the term of the bond as the full amount of
the debt is carried for a longer time period.
Under this policy and in alignment with the City’s conservative and cautious fiscal
policies, the City limits permissible debt structures to Fixed Interest Rate Bonds, with
debt amortized on a fairly level basis over the life of the debt.
2. Debt Service
Under Fixed Interest Rate Bonds, the amortization of the debt, and to the extent
possible, the anticipated debt service payments will closely match cash flows.
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To maintain funding consistency, the City will structure debt with fairly level debt
service payments over the life of the debt. This may be accomplished with varying
principal payment amounts to offset interest rate increases or decreases on that year’s
bond maturities.
Debt Service with unlevel payments may be considered or necessary when one or
more of the following exist:
Natural disasters or extraordinary unanticipated external factors make payment
on the debt in the early years prohibitive.
Unlevel structuring is beneficial to the City’s aggregate overall debt payment
schedule.
Such structuring would more closely match project revenues.
3. Bond Maturity
Factors that drive bond maturity dates include the size of the bond, asset life span,
purpose, debt service requirements, interest rates, and economic conditions.
Additionally, financial standards drive bond maturity terms. The City chooses to follow
the current standards, where the maximum term for bond issuances exceeding $50
million is not to exceed 40 years, and bond issuances under $50 million is not to exceed
30 years.
4. Tax Exempt Status
One of the biggest advantages of investing in municipal debt is that the interest is
usually exempt from federal taxes and most state and local taxes (if the investor lives
in the state or municipality issuing the debt). Generally speaking, this exemption
means that investors in high federal tax brackets benefit fr om tax free investment
earnings. Because of this relationship, there is usually stronger demand for municipal
debt in high-tax states. Accordingly, City bonds shall be tax-exempt, unless the
constraints imposed justify the increased cost of a taxable tran saction.
5. Sizing
The Bond Issue amount shall include all construction costs, including acquisition of land,
preliminary assessments, planning, design, building costs, construction loan interest,
as well as bond issuance costs. Bond issue size shall also consider purpose, debt service
requirements, interest rates, economic conditions, and other pertinent factors.
6. Call features
In general, fixed rate, tax-exempt bonds will be issued with a provision that allows the
City to call outstanding bonds 10-years after the bond delivery date at par (i.e., no call
premium). Shorter and continuous calls may be considered to increase program
flexibility based on market conditions at the time of pricing.
7. Credit Enhancements
In the event the highest credit rating is not assigned, the interest rate cost of the bond
issuance increases. The City shall consider the use of bond insurance or other credit
enhancements if a significant savings is produced through its use, or when necessary
for marketing reasons.
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V. DEBT ISSUANCE
A. GUIDELINES ON ISSUING DEBT
1. Authorization of Debt
All long-term financing transactions shall be approved by the City Council in a public
hearing at a regularly scheduled, noticed meeting. The City Council shall comply with
all public hearing requirements applicable to the specific type of bond being approved .
CDIAC direction shall guide debt issuance, operational procedures and management,
internal controls, and debt reporting.
2. Debt Issuance Decision Factors
Many factors influence the financing decision. In deciding how to proceed, the following
should be considered in the analysis:
Interest rates, loan terms, and the issuance costs of debt financing versus the
benefit to be gained from the financing.
Public support for the project.
Costs and public impacts from not proceeding with the project.
The possibility that political controversy or litigation may arise from the bond
issuance.
Operational impacts to the organization and community.
3. Debt Issuance Consultants
Debt Issuance is a complex financial and legal process, and requires a working group
of experienced professionals to successfully complete a debt issuance. It is common
for agencies to hire outside consultant to work with staff as a Financing Team to guide
the bond issuance process. The outside consultants consist of the following:
Financial Advisor
The Financial Advisor (FA) is a professional consultant or investment firm retained
to advise and assist the issuer in formulating and/or executi ng a debt-financing
plan. The FA is typically the primary consultant for a bond issue and is retained
prior to planning a transaction.
Bond Counsel
Bond Counsel refers to the attorney/legal firm hired to provide a legal opinion
delivered with the bonds confirming that the bonds are valid and binding obligations
of the issuer, and that interest on the bonds is tax -exempt (if applicable) from
federal and state income taxes.
Underwriter
An Underwriter is a firm that purchases bonds directly from a bond issuer and resells
them to investors. Underwriters are intermediaries between issuers and investors,
providing the conveyance link in the marketplace by purchasing whole bond issues,
and then reselling in desired lots to investors.
Underwriter’s Counsel (optional)
Underwriter’s counsel is customarily selected by the underwriter to represent the
underwriter and its interests in a negotiated sale. Normally, the underwriter does
not retain counsel for competitive sales. Underwriter’s counsel will customarily
review, from the underwriter’s perspective, the documents prepared by bond
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counsel, and will negotiate matters relating to those documents on beha lf of the
underwriter.
Special Financing District Consultants (optional)
Special Financing District (SFDs) consultants are involved in the formation of special
tax, fee, and assessment districts. They represent property owner’s interests in
the funding of infrastructure or service improvements. SFDs provide fees, rates,
and other types of financial assessments and calculations to tax and administer the
districts.
4. Selecting and Managing Debt Issuance Consultants
The City’s selection of financial bond advisors will contribute to the effectiveness of a
bond issuance, and impact the final outcome.
The City will conduct a request for proposal/qualifications process to select such
consultants. Applications will be reviewed to assess the professional qualifications and
experience of consultants as it relates to the particular bond issue or other financing
under consideration. The consultants should have documented experience in providing
their specialized services, for financings of similar size, types, and structures of issues.
B. CREDIT OBJECTIVES
A debt issuance credit rating is a public and independent opinion on the creditworthiness
of a bond issuer to make timely payments of principal and interest on a bond debt. A
credit rating agency will assign its rating to a particular debt issue and to all the
outstanding debt issued under the same security or credit pledge.
One or more credit rating agencies may be engaged to provide a credit rating. Having a
bond issuance rated is advisable as institutional investors are often restricted from
purchasing unrated debt or debt below a certain rating threshold, thereby credit ratings
broaden the investor base. Additionally, if a high rating is obtained, the risk is lowered,
and with lower risk - the cost of debt decreases. On the other hand, the issuance of
additional debt is not recommended if the additional debt burden causes less favorable
ratios and measurements to reduce the City’s Prime Grade bond rating. Accordingly,
favorable credit ratings provide a material benefit to the cost of borrowing.
1. Credit Rating
Credit 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. The City recognizes that external economic, natural, or other
events may, from time to time, affect the creditworthiness of its debt.
The most familiar nationally recognized bond rating agencies are Standard and Poor’s,
Moody’s Investors Service, and Fitch Ratings. When issuing a credit rating, rating
agencies consider various factors including but not limited to:
City’s ability to repay debt;
City’s fiscal status;
City’s general management capabilities;
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Economic conditions that may impact the stability and reliability of debt repayment
sources;
City’s general reserve levels;
City’s debt history and current debt structure;
Project being financed;
Covenants and conditions in the governing legal documents.
Bond Ratings
Typically, a rating from at least one nationally recognized rating agency on new and
refunded issues being sold in the public market is advisable to open the issuance up to a
broader market. The Financing Team will determine whether a credit rating should be
obtained, and request a rating if appropriate. When applying for a rating on an issue, a
formal presentation of the City’s finances and developments within the City may need to
be prepared for presentation to the rating agency.
Rating Agency Communication
The City shall maintain positive working relationships with the top rating agencies that
assign ratings to the various debt obligations. This effort would include providing the
rating agencies with financial documents and statements, as well as any additional
information requested.
The City’s current long-term G.O. Bond Prime Grade rating of ‘AAA’ from Standard & Poor’s
is Standard & Poor’s highest attainable rating as shown in the chart below. Comparable
investment grade ratings from other credit rating agencies are shown for reference:
2. Credit Rating Considerations:
The following should be considered in advance of obtaining credit rating services for
future bond issuances:
a) Cost of credit rating – Evaluate the potential economic benefit from a credit rating
in the form of lower bond yields compared to the cost of obtaining and maintaining
the rating.
b) Size of issuance – In general, a debt issue with lower bond par amounts may not
benefit from a credit rating as much as ones with a larger bond par amount. While
Bond Rating Descripton
Standard
& Poors Moody's Fitch
Prime Grade AAA Aaa AAA
High Grade AA+Aa1 AA+
AA Aa2 AA
AA-Aa3 AA-
Upper Medium Grade A+A1 A+
A A2 A
A-A3 A-
Lower Medium Grade BBB+Baa1 BBB+
BBB Baa2 BBB
BBB-Baa3 BBB-
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credit rating fees often vary with issue size, ratings are generally more cost
effective for larger size transactions.
c) Frequency of issuance – In general, the more frequently an issuer plans to issue
debt, the greater the potential benefit will be from obtaining a credit rating. A
more frequent debt issuer may benefit from expanding its investor base in order
to successfully finance a large debt program, and a credit rating may help attract
a greater number of investors to a particular debt issue.
d) Method of sale – A debt issue sold in a public offering (via negotiated or competitive
sale) may benefit from obtaining a credit rating, while a rating may not be required
or necessary for a private placement or direct purchase.
e) Administrative workload – Administrative duties are required to obtain a credit
rating and maintain the rating throughout the life of the bonds. Once a rating is
requested, the formal credit rating process itself may take as long as 4-6 weeks to
complete. The process may include in-person meetings, calls with rating analysts
and project site visits, which does not include the time and resources an issuer
must commit in advance to prepare for the rating process.
f) Information gathering – A substantial amount of information must be provided to
the rating agency, which may include: (1) history of issuer; (2) management and
governance structure; (3) multi-year budget documents; (4) financial policies and
procedures; (5) bond documents and (6) audited financial statements.
g) Multiple credit ratings – Issuers should consult with members of their financing
team, particularly their municipal advisor (if one is retained) and their underwriters
(if sold through a negotiated sale) on the potential economic benefits, as well as
the potential costs and administrative workload of obtaining one or more credit
ratings for a particular debt issue. Some institutional investors require a minimum
of two ratings.
3. Managing the Credit Relationship
If the City decides to move forward and obtain a credit rating, the following should be
addressed:
a) Preparation – Review the selected credit rating agency methodologies and the City’s
likely rating under them before requesting a rating. City management shall be
prepared to address the specific criteria in meetings with the rating agencies.
b) Financial Analysis – The Credit Analyst will review the Comprehensive Annual
Financial Report in detail. The CAFR report should reflect and articulate the well
thought out financial planning and management of the City’s budget planning,
financial management, and operational strategies. Financial policies shall be
comprehensive and available for review. Financial reports shall demonstrate the
financial stability of the City through standardization of activities and cash reserves,
and strong financial ratios on its balance sheets.
c) Disclosure of non-public information – During the rating process, issuers may be
asked to provide non-public information such as internal revenue forecasts,
projections or other forward-looking statements. Issuers should consult with their
counsel before disclosing non-public information and request that such information,
if provided, remain confidential.
d) Consistent Message – City management shall take a systematic and comprehensive
approach to manage the City’s relationships with the credit rating firm as they
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develop their opinions. City management shall be responsive to these requests in
a timely manner with accurate and comprehensive information, and ensure the
provided documents consistently convey key messages to the rating agency.
e) Review – City Management should be prepared to review draft rating opinions prior
to publication and submit any comments on a timely basis.
f) Follow-up – Once a credit rating is assigned, City staff are to supply annual reports
if requested, as well as keep the credit rating agency informed of any subsequent
material events that may impact its creditworthiness or ability to make timely
payments of interest and principal. The City is directly responsible for managing
the rating agency relationship throughout the term of the bonds and should not
delegate this responsibility to any other party (e.g., municipal advisor,
underwriters).
C. METHODS OF SALE
1. Competitive vs Negotiated Sale
Bond issues should be sold using the method of sale that is most likely to achieve the
lowest cost of borrowing while taking into account both short -range and long-range
implications. Differences in bond structure, security, size, credit ratings, and market
conditions will produce different results.
Competitive Sales – A competitive bond sale is when bonds are offered to multiple
underwriters/investors, who then submit sealed bids to purchase the bonds. The bonds
are awarded based on lowest “True Interest Cost”. Competitive sales are recommended
for simple financings with a strong underlying credit rating.
Negotiated Sales - A sale of securities to investors through an underwriter, or the private
placement of the securities with a financial institution or other investment broker. The
negotiated sales process provides control over the financing structure and issuance timing.
If the negotiated sale option is utilized, City staff woul d work with the Financial Advisor or
Bond Consultant to negotiate the best possible interest rates for the City. Negotiated
sales are recommended for unusual financing terms, periods of market volatility and
weaker credit quality. A thorough evaluation of market conditions should be made to
ensure reasonable final pricing and underwriting spread.
As circumstances can vary significantly over time and situation, t here is no clear policy
recommendation on whether to proceed with a negotiated sale or a competitive sale.
2. Private Placements
A bond issue that is structured specifically for one purchaser. Private placements are
typically carried out when extraneous circumstances preclude public offerings , such as
for small issuances of conduit debt, when capital requirements are too small to bear
the cost of a public debt issuance, or when debt obliga tions would have a short
amortization schedule. Staff, in conjunction with qualified legal counsel and municipal
advisors, shall evaluate the cost-effectiveness of alternative financing methods before
the City conducts a private placement of debt. A private placement is considered to
be a negotiated sale.
D. INITIAL DISCLOSURE REQUIREMENTS
The City and Financing Team shall comply with all disclosure responsibilities for a bond
issuance. Under the guidance of Counsel, the City’s underwriter shall distribute a
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Preliminary Official Statement and final Official Statement as required for a bond issuance.
If Private Placement bonds are used, a “Private Placement Memorandum” should be posted
and submitted to the City Council for transparency and documentation.
The Financing Team shall be responsible for obtaining material information to prepare the
Official Statement or memorandum. In doing so, the Financing Team shall confirm that
the Initial Disclosure document accurately states all material information relating to the
decision to buy or sell the subject bonds, and that all information in the Official Statement
or Memorandum 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 statement;
Identify other persons that may have material information (contributors);
Review and approve the Official Statement or Memorandum;
Ensure the City’s compliance, and that of its related entities, with federal and state
securities laws.
E. REFUNDING OF DEBT
Bond refundings refers to the retirement of all, or a portion of, an outstanding bond issue.
Most commonly, refundings are used to achieve borrowing cost savings, but may also be
issued to remove or revise burdensome bond covenants, to change the type of instruments
being used, or to restructure a bond in order to revise debt service payments.
1. Issuance Considerations
When issuing bonds, future refunding opportunities are to be considered and preserved if
reasonable through optional redemption provisions. The typical optional call on a tax
exempt bond is 10 years from the date of issuance. Earlier call dates may result in
somewhat higher costs, and should be evaluated for cost to benefit. On taxable bonds,
call structures vary and all options should be evaluated.
2. Bond Refundings
Refunded bonds are classified as either current or advance refundings. A current
refunding is one in which the outstanding (refunded) bonds are redeemed within 90 days
from the date the refunding bonds are issued. In an advance refunding, the refunded
bonds remain outstanding for a period of more than 90 days from the date the refunding
bonds are issued.
Under federal tax law, a tax-exempt advance refunding may occur only once over the life
of the bonds. Taxable bonds may be subject to different restrictions or tax law. However,
the methodology for determining when a refunding might be appropriate may be applied
to all types of bonds.
3. Bond Coupons
Future refunding opportunities also depend on the coupons – not the yields – on the bonds
to be refunded. Bonds with relatively high coupons (e.g. 5%) are more likely to be
refunded than bonds with lower coupons. The municipal advisor or others in their finance
team may provide direction to determine market preferences at the time of issuance and
whether a higher or lower coupon (premium or discount bonds) provide the best economic
conditions to ensure future refunding opportunities.
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4. Opportunity Monitoring
Bonds are to be monitored to identify and monitor potential refunding opportunities. For
Saratoga, with limited bond issuances, this review is to take place in conjunction with the
annual review of this policy. Any bond issuance that may be nearing advantageous
refunding status shall be monitored and evaluated more closely throughout the year.
5. Refunding Guidelines
Decision guidelines to determine when to refund outstanding bonds include:
Net Present Value Savings – A minimum net present value (NPV) savings of 2% or
a minimum of $500,000 are to be achieved to undertake a refunding, with further
consideration given to whether the call would be for an advance or current refunding.
Higher savings could be required for advance refundings, or for refundings with longer
periods from the call date to maturity on a situation by situation assessment. Current
refundings may warrant lower savings thresholds than are set for advance refundings.
Negative Arbitrage Efficiency – In a proposed advance refunding, negative
arbitrage is how much of potential debt service savings are lost in funding the escrow
to the call date. Negative arbitrage is typically in the form of a penalty paid prior to a
stated call date, and is to be considered in the NPV sa vings calculation before a
refunding is undertaken.
Rate Efficiency/Sensitivity Analysis – Advance refundings are pursued to obtain
lower interest rates than would be available at the call date. This requires that a rate
sensitivity analysis be conducted to determine how much the interest rates have to
rise by the call date to produce savings matching those that could be achieved with an
advance refunding. This analysis could result in simply waiting until the call date to
refund the bonds.
Refunding Efficiency – The call feature included in municipal bonds has an economic
value, and involve complex calculations that should be requested from the bond
advisors. Considerations on the value added should be included in the bond issuance
analysis.
6. Refunding execution
At the outset of a bond refunding process, the City should follow the same procedures
as for initial bond issuances. This is key as bond refunding may have special
considerations such as call/defeasance notices or escrow account requirements that
must be addressed in the process.
VI. DEBT MANAGEMENT
A. INVESTMENT OF BOND PROCEEDS
Bond proceeds and reserve funds shall be invested in accordance with each issue’s
indenture or trust agreement. All unexpended funds held by the City will be held in secure
investment securities, in compliance with the City’s Investment Policy, which sets
objectives of safety, liquidity and then yield. The City shall be responsible for recording
all investments and transactions relati ng to the proceeds and providing monthly
statements regarding the investments and transactions upon demand.
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B. USE OF BOND PROCEEDS
To ensure bond proceeds are spent for their intended purposes, the Finance &
Administrative Services Director shall be responsible for authorizing and reviewing
expenditures for each bond issue to determine that bond proceeds were in fact spent in
the manner detailed in the bond documents on the date of issuance.
All projects being funded with bond proceeds sh all be designated as such and included in
the City’s annual Capital Improvement Program as approved or amended by the City
Council. The City shall maintain books and records of information showing how bond
proceeds are spent, including the following:
Requisitions from the project fund;
Bond records relating to other funds and accounts;
Verifiable information showing payments to third parties.
An accounting of all bond proceeds spent on approved capital project.
C. 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.
D. ONGOING DISCLOSURE REQUIREMENTS
The City shall comply with all Continuing Disclosure requirements for each bond issue.
This includes identifying material information that should be disclosed, preparing annual
disclosure reports, and providing ongoing 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.
In addition to annual reports, Securities and Exchange Commission Rule 15c2 -
12(b)(5)(i)(C)-(D) obligates the City to disclose, in a timely manner to the MSRB, notice
of certain specified events with respect to the City’s securities, including the following:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults;
3. Unscheduled draws on debt service reserves reflecting financial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions; the issuance by the Internal Revenue Service of proposed or
final determinations of taxability, notices of proposed issue (IRS Form 57 01-TEB) or
other material notices or determinations with respect to the tax status of the security,
or other material events affecting the tax status of security;
7. Modifications to rights of securities holders, if material;
8. Bond calls, if material, and tender offers;
9. Defeasances;
10. Release, substitution, or sale of property securing repayment of the securities, if
material;
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11. Rating changes;
12. Bankruptcy, insolvency, receivership or similar events of the obligated person;
13. Consummation of a merger, consolidation, or acquisition or sale of substantially all of
the assets of the obligated person (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;
14. Appointment of a successor or additional trustee or the change of name of a trustee if
material;
15. Failure of any person specified in SEC Rule 15c2-12(b)(5)(i)(A) to provide required
annual financial information on or before the date specified in the written contract or
agreement.
The Finance & Administrative Services Director may file notice with the MSRB of specified
events listed in the Continuing Disclosure Certificates without prior review and approval
of the Disclosure Review Group if the City is contractually obligated to file and the
Disclosure Document contains no discretionary content.
If any member of the Disclosure Review Group concludes that an event may have
occurred, the Finance & Administrative Services Director shall be contacted and shall notify
the Disclosure Review Group to discuss the potential event.
E. COMPLIANCE WITH OTHER BOND COVENANTS
In addition to financial disclosure and arbitrage, the City is also responsible for verifying
compliance with all undertakings, covenants, and agreements of each bond issuance on
an ongoing basis. This typically includes ensuring:
Annual appropriation of revenues to meet debt service payments;
Taxes/fees are levied and collected where applicable;
Timely transfer of debt service payments to the trustee;
Compliance with insurance requirements;
Compliance with rate 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. City staff will coordinate
verification and monitoring of covenant compliance.
F. RETENTION
Documents and records will be maintained by the City’s Finance Department for the term
of the bonds (including refunded bonds, if any), and as defined by the City’s Record
Retention Policy for inactive bonds. Relevant documents and records will include sufficient
documentation to support the requirements relating to the tax -exempt status, including
the following:
Bond transcripts, official statement and other offering documents.
All documents relating to capital expenditures financed by bond proceeds. Such
documents will include construction contracts, purchase orders, invoices and payment
records. Such documents will i nclude documents relating to costs reimbursed with
bond proceeds.
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Records will be maintained identifying the assets or portion of assets that are financed
with bond proceeds.
All contracts and arrangements involving private use of the bond financed assets.
All reports relating to the allocation of bond proceeds and private use of bond financed
assets.
All records of investments, investment agreements, arbitrage reports, return filings
with the IRS and underlying documents, trustee statements, rating corresp ondence,
and continuing disclosure.
G. INVESTOR RELATIONS
The City posts its annual financial report as well as other financial reports on the City’s
website for the benefit of Saratoga’s residents and interested parties. Similarly,
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 filed on the EMMA system.
H. ANNUAL FINANCIAL STATEMENT AUDIT
It is the City’s policy to hire an auditing firm that has the technical skills and resources
to properly perform an annual audit of the City’s financial statements. More specifically,
the firm shall be a recognized expert in the accounting rules applicabl e to the City and
shall have the resources necessary to review the City’s financial statements on a timely
basis.
VII. SB 1029: DEBT ISSUANCE REPORTING REQUIREMENTS
A. BACKGROUND
SB 1029, signed into law September 12, 2016, mandates the tracking of state and local
government borrowing and spending of bond proceeds – in the effort to increase
transparency and improve public knowledge. State and local government debt issuers are
required to report specified information about proposed debt issuances to the California
Debt and Investment Advisory Commission (CDIAC) no later than 30 days prior to the
sale of debt, and to report on the debt issuance’s status on an annual basis thereafter.
The information gathered will populate the online website Debt Watch, a transparency tool
designed to enable taxpayers and the media to access debt data on California’s 4,200 local
government agencies.
B. PROPOSED DEBT ISSUANCE
To comply with code section 8855(i) the Finance & Administrative Services Director shall
submit an annual report for any proposed debt that includes:
1. A certification by the issuer that it has adopted debt polices in compliance with the
stated requirements.
2. That the proposed debt issuance is consistent with these debt policies.
This report is filed through the California State Treasurer’s website. Detailed information
on the debt issuer, financing participants, type of sale, type of debt instrument, source of
repayment, and purpose of financing is required. A Report Fee equal to 2.5 basis points
($250 per million of debt issuance), not to exceed $5,000 may be assessed on the
submittal.
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C. REPORT OF FINAL SALE
To comply with code section 8855(j), the Finance & Administrative Services Director shall
submit a Report of Final Sale within 21 days after the issuance of debt. The online form
is prepopulated from the online Proposed Debt Issuance form and allows modification to
the Proposed Debt report information at this time if necessary. Additional information on
the debt issue is required, and must be submitted even if the settlement date with final
numbers has not yet occurred.
Further, once debt is issued, the City is obligated to submit annual Debt Transparency
Reports.
D. ANNUAL TRANSPARENCY REPORT
To comply with code section 8855(k) the Finance & Administrative Services Director shall
submit an annual report within seven months of the close of the reporting period, or
January 31st. Annual Transparency Reports must be submitted to CDIAC each year, until
the debt is no longer outstanding, or the bond proceeds have been fully spent – whichever
is later. These Annual Transparency Reports will evolve over time, but are expected to
include:
1) Debt authorized during the reporting period, to include:
a. Debt authorized at the beginning of the reporting period.
b. Debt authorized and issued during the reporting period.
c. Debt authorized but not issued at the end of the reporting period.
d. Debt authority that has lapsed during the reporting period.
2) Debt outstanding during the reporting period, to include:
a. Principal balance at the beginning of the reporting period.
b. Principal paid during the reporting period.
c. Principal outstanding at the end of the reporting period.
3) The use of proceeds of issued debt during the reporting period, to include:
a. Debt proceeds available at the beginning of the reporting period.
b. Proceeds spent during the reporting and the purposes for which it was spent.
c. Debt proceeds remaining at the end of the reporting period.
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GLOSSARY: 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 abili ty 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 the proceeds of the issuance of l ong-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 of the earliest
bonds called.
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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: Acronym for Comprehensive Annual Financial Report. This is the City’s annual
financial report that contains an introductory discussion, audited financial statements with
clarifying financial notes, supplementary schedules, and statistical data schedules.
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.
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 Investors Service, Standard &
Poor’s, and Fitch Ratings.
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 munic ipal
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.
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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.
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.
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 w hen
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.
Grant Anticipation Notes (GANs): Short-term notes usually issued for capital projects, in
anticipation of receiving grant revenue at a future date. Proceeds allow the municipality to
manage the periods of cash shortfalls between expenditure payments and receipt of grant
reimbursement revenues.
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 default.
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 issu e.
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.
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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 providing 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. See Conduit
Financing.
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 expense 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 the credit quality of the securities.
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.
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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.
Revenue Anticipation Notes (RANs): Short-term notes issued in anticipation of receiving
revenue at a future date. Proceeds allow the municipality to manage the periods of cash
shortfalls resulting from a mismatch between the timing of revenues and timing of
expenditures.
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 sett ing forth
certain obligations of (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 of debt service in case of a shortfall in current revenues.
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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 th e 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.
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. The City’s policy on Community Facilities Districts and
Special Tax Bonds is further outlined in City Council Resolution 2009-103.
Tax Anticipation Notes (TANs): Short-term notes issued in anticipation of receiving tax
receipts at a future date. Proceeds allow the municipality to manage the periods of cash
shortfalls resulting from a mismatch between the timing of revenues and timing of
expenditures.
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 pri ce 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.