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RESOLUTION NO. 1 g-2p29
A RESOLUTION REVISING ADMINISTRATIVE POLICY NO. 403.07 "DEBT SERVICE
MANAGEMENT"; AND PROVIDING FOR AN EFFECTIVE DATE.
WHEREAS, on the St" day of March, 1996, the City Council passed Resolution No. 96-013
adopting Administrative Policy No, 403.07 "Debt Service Management"; and
WHEREAS, the policy was most recently amended on the 7t" day of November 2017, when
the City Council passed Resolution No. R2017-047 adopting the current version of the Debt
Service Management Policy; and
WHEREAS, the City Manager recommends adoption of the revised policy and the City
Council desires to adopt such policy as the official policy regarding Debt Service Management;
NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY RESOLVES:
SECTION___1. The following policy entitled "Policy No. 403.07 "Debt Service
Management", attached hereto and made a part hereof, is hereby adopted as an official policy of the
City of Denton, Texas and shall replace the existing Debt Service Management Policy.
SECT„I„ON 2. The attached policy shall be filed in the official records with the City
Secretary.
SECTION w 3, This resolution shall become effective immediately upon its passage and
approval. �_.�.......n......,e,,...m, .._
seconded b ���� � o��� ���'���9ution was made b �*,� �,���� and
The r�tra�i�� �� � �N����. this
' � " � � assed and a roved
Y .,�������:..���`.����'��� ��� � ............... ............._. The Resolution �:�������.° P pP
by the following vote j�`,� -��� �N;
Chris Watts, Mayor:
Gerard Hudspeth, District 1:
Keely G. Briggs, District 2:
Don Duff, District 3:
John Ryan, District 4:
Deb Armintor, At Large Place 5:
Paul Meltzer, At Large Place 6:
PASSED AND APPROVED this the
A,�e Nay Abstain Absent
day of __.� N ������ �� �...m�. ----� 2018,
��4'°�w.�'"��, ���"��� �����'���
—........_..--- ::..........................__............................................................................................................................
CHRIS WATTS, MAYOR
S:\Legal\Our pocuments\Resolutions\18\Debt Policy revision.doc
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
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BY: �..��'�'�����.� �''����'��""'�.������'�'������,�....����;��"����
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APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
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BY: �... �� _��� _�,:,��� ��'"������
d��•.✓ % s 4...a.e
Page 2 of 2
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�.����� --- _ ._.wu� ...�,�, w ,� . �r��,�,:�_..._ -.- ,��� ,���,:��__ ��r.rr.rr�u�„----403.07„. . �,� k. ... ..,�M
SECTION: FINANCE REFE�NCE NU1v�BER:
SU� ----.........-- - .... ... ......................����.__...... _ ...... ........, INI .........n_m. ...
BJECT: DEBT MANAGEMENT TIAL EFECTivE DarE:
03/OS/96
TIT. ..............�__.____.__---- .... ..................._ .......�.............._ __ .._
LE: DEBT SERVICE MANAGEMENT LA�S�T���v�s�olv �ATE:
12/4/ 18
This policy shall provide general guidelines by which the City of Denton (the "City") will
issue debt. In as much as this policy may be in conflict or inconsistent with state law, state
law will prevail. Furthermore, state law will prevail on matters not specifically addressed
in this policy. It is the objective of this policy that (1) the City obtain financing only when
necessary, (2) the process for identifying the timing and amount of debt or other financing
praceed as efiiciently as possible, and (3) the City seek the most favorable interest rate and
competitive costs in accordance with this policy while maintaining financial flexibility.
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The Debt Management Committee (the "Cornmittee") will consist of the City
Manager, Deputy City Manager, Chief Financial Officer, Assistant Director of
Finance, Controller and Treasury Manager. The City's financial advisor and bond
counsel shall act as consultants to the Committee. When needed, the City Attorney
will act as a legal advisor to the Committee. The City's Internal Auditor will serve
as a non-voting member of the Committee. A quorum may be achieved by a
member designating a substitute participant to serve in their absence. That
substitute participant will not be granted voting rights,
Page 2 of 26
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The Finance Department will coordinate all activities required for the issuance of all debt.
The Chief Financial Officer shall have primary responsibility for developing
financing recommendations. The Chief Financial Officer shall:
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All participants in the debt management process shall act responsibly as custodians
of public assets. Officers and employees involved in the debt management process
shall refrain from personal business activity that could conflict with proper
execution of the financing program, or which could impair their ability to make
impartial financing decisions.
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Page 3 of 26
D. Investar Relations
The City shall endeavor to maintain a positive relationship with the investment
community. The Chief Financial Officer and the City's financial advisor shall, as
necessary, prepare reports and other forms of communications regarding the City's
indebtedness, as well as its future financing plans. This includes infarmation
presented to the press and other media. The information includes, but is not limited
to, the annual program of services, CAFR, iinancial plans, capital improvement
plans, and comprehensive development plans.
A11 forms of inedia deemed appropriate and immediately available to the City will
be utilized to disseminate information to all investars. Examples include the Texas
Bond Reporter and the Texas Municipal Reports published by the Municipal
Advisory Council af Texas (the "MAC"), The Bond Buyer, and the Electronic
Municipal Market Access system ("EMMA") maintained by the Municipal
Securities Rulemaking Board (the "MSRB"), Band counsel will advise on the use
of electronic media in connection with the City's debt program.
E. Financial Advisor
The City shall retain an independent financial advisor for advice on the structuring
of new debt, financial analysis of variaus options, including refunding
opportunities, the rating review process, the marketing and marketability of City
debt obligations, issuance and post-issuance services, the preparatian of offering
dacuments (each, an "Official Statement") and other services, as necessary. The
City will seek the advice of the financial advisor on an angoing basis. The iinancial
advisor will perform other services as defined by the agreement appraved by the
City Council. The financial advisor will not bid on nor underwrite any City debt
issues in accordance with MSRB rules.
C• •'�
The City shall retain bond counsel for legal and procedural advice an all debt issues.
Band caunsel shall advise the City in all matters pertaining to its bond ordinance(s}
and/or resolution(s). No action shall be taken with respect to any obligation until a
written instrument (e.g., Certificate for Ordinance ar other legal instrument) has
been prepared by the bond attorneys certifying the legality of the proposal. The
bond attorneys shall prepare all ordinances and other legal instruments required for
the execution and sale of any bonds issued which shall then be reviewed by the City
Attorney and the Chief Financial Officer. The City will also seek the advice of
bond counsel on all other types of debt and on any ather questions involving federal
tax or arbitrage law. Special counsel may be retained to protect the City's interest
in complex negotiations.
G. Communications with Underwriters
The Dodd-Frank Wall Street Reform and Consumer Protectian Act of 2010
mandated the Securities and Exchange Commission to establish the Municipal
I' . . - ,l3�C?
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Advisor Rules (the "MA Rules") which were fnalized in September of 2013 and
became effective July 1, 2014. Under the MA Rules, any person that provides
certain advice to the City with respect to the issuance of bonds or municipal
financial projects (including investment strategies involving the investment of bond
proceeds) is, absent an exemption under the MA Rules, deemed to be a"municipal
advisor." Any person that is a municipal advisor under the MA Rules is subject to
a fiduciary duty ta the City and would be precluded from acting as an underwriter
for bands issued by the City. The City receives deal ideas, analysis, suggestians
and related services for bond issues from underwriter banks that may be considered
"advice" for purposes of the MA Rules. So that the City may continue to receive
this type of advice from underwriters/banks, the Chief Financial Officer may
pravide whatever communications to an underwriter/bank the Chief Financial
Officer determines to be necessary to establish an exemption under the MA Rules
so that those underwriters/banks are not considered a"municipal advisor" for
purposes of the MA Rules. On June 29, 2015, the Director of Finance filed an
Independent Registered Municipal Advisor (IRMA} Certificate with the MAC to
be made available to underwriters/banks desiring to communicate with the City.
The IRMA Certificate is also available on the City's website.
I: # �7/� 1�.'�I 11:1�1 Y�► 1�i►`Y;II
The preparation of the Official Statement is the responsibility of the financial advisor in
cancert with the Chief Financial Officer. Information for the Official Statement is gathered
from departments/divisions throughout the City.
I 1 �. '
A. The City will take all appropriate steps to comply with federal securities laws,
including, but nat limited to, Securities and Exchange Commission (66SEC") Rule
15c2-12 (the "Rule"). The City will make annual and event disclosure filings to
the MSRB via EMMA as required by the Rule and its cantinuing disclosure
undertakings.
B, With each bond offering, in the preparation of a CAFR, Official Statement or any
other offering document, and with the City's annual filings required by its
continuing disclosure undertakings pursuant to the Rule, the City will follow a
policy of full and complete disclosure of operating, financial and legal conditions
of the City, in conformance with the Government Finance Officers Association best
practice, "Understanding Yaur Continuing Disclosure Responsibilities (September
2015)", and as advised by the City's bond counsel or iinancial advisor.
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The Rule and the City's continuing disclosure undertakings list certain events that
must be reported in a timely fashion to the MSRB via EMMA and, if required by
the Rule and the City's continuing disclosure undertakings, to the MAC in its
capacity as the State Information Depasitory ("SID"} for the State of Texas. On
May 26, 2010, the 5EC made amendments to the Rule, which only apply to primary
Page 5 of 26
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1. The events that must be reported, if material, are:
a. Nonpayment related defaults;
b. Modifications of rights of security holders;
c. Bond calls;
d. Release, substitution, or sale of property securing repayment of the
securities;
e. Mergers, consolidations, acquisitions, the sale of all or substantially all
of the assets of the City or ather obligated entity or their termination;
and
f. Appaintment of a successor or additional trustee or paying agent or the
change of the name of a trustee or paying agent.
g. The incurrence of a material financial abligation, or material agreement
to covenants, events of default, remedies, priority rights, or other similar
terms of a financial obligation that affects security holders.
h. Default, event of acceleration, termination event, modification of terms,
or other similar events under the terms of the financial obligation, any
of which reflect financial difficulties.
2. The events that must be reported, regardless of materiality, are:
a. Principal and interest payment delinquencies;
b. Unscheduled draws on debt service reserves reflecting financial
difficulties;
c. Unscheduled draws on credit enhancements reflecting financial
difficulties;
d. Substitution of credit or liquidity providers, or their failure to perform;
e. Adverse tax opinions, the issuance by the IRS of proposed or final
determinations of taxability, Notices of Praposed Issue (IRS Form
5701-TEB) or other material notices or determinations with respect ta
the tax status of the security, or other material events affecting the tax
status of the security;
f. Tender offers;
g. Defeasances;
h. Rating changes; and
i. Bankruptcy, insolvency, receivership or similar proceeding.
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Page 6 of 26
♦ ! I ♦ I IR
The City will seek to maintain and imprave its current bond ratings so its borrowing costs
are reduced ta a minimum and its access to credit is preserved.
In canjunction with the financial advisor, the City shall maintain a line of communication
with at least two of the rating agencies (Moody's, Standard & Poor's, or Fitch), informing
them of major financial events in the City as they accur. The CAFR, Annual Program of
Services, and Capital Improvement Program shall be distributed to the rating agencies after
they have been accepted and adopted by the City Council an an annual basis.
When necessary, a conference call or personal rneeting with representatives of the rating
agencies will be scheduled when a major capital improvement program is initiated, or to
discuss economic and/or financial developments which might impact credit ratings. The
following documents may be required by the rating agencies:
• Most recent annual audit reparts, including a description of accounting practices.
Accounting changes in the past three years and the impact an financial results
should be explained;
Current budget;
• Current Capital Improvement Program;
Official Statements for new financings;
• Description of projects being financed;
Sources and uses statement for bond issuance. If additional funds are required ta
complete specific projects being financed, the source of the funds and any
conditional requirements may be discussed;
• Engineering and feasibility report (if applicable)�
• Zoning or land-use map (if applicable};
Cash flow statement, in the case of interim borrowing. Statement of long— and
shart-term debt with annual and monthly maturity dates as apprapriate. Also, a
report of any lease obligations, their nature and term;
Indication af appropriate autharity far debt issuance;
• Investment policy (if applicable); and
Statement concerning remaining borrowing capacity plus tax rate and levy capacity
or ather revenue capacity.
Full disclosure of the City's operations will be made to the bond rating agencies. The City
staff, with the assistance af the financial advisors and bond counsel, will prepare the
necessary materials for and presentation to the rating agencies.
. � 1 ; 1 . 1 . � . � � � . ; �
City staff, in conjunction with the financial advisor and bond counsel, will present to the
City Council, and any City committee, as appropriate, a comprehensive analysis af debt
capacity prior to issuing bands. This analysis should include relevant information such as:
• Legal debt limitations, tax or expenditure ceilings;
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• Coverage requirements or additional bonds tests in accordance with bond
covenants;
Measures of the tax and revenue base, such as projections of relevant ecanomic
variables (e.g., assessed praperty values, employment base, unemployment rates,
income levels, and retail sales};
Population trends;
Utilization trends for services underlying revenues;
• Factors affecting tax collections, including types of property, gaods, or services
taxed, assessment practices and collection rates, evaluation af trends relating to the
City's financial perfarmance, such as revenues and expenditures, net revenues
available after meeting aperating requirements;
Reliability of revenues expected to pay debt service;
• Unreserved fund balance levels;
Debt service obligations, such as existing debt service requirements;
• Debt service as a percentage of expenditures or tax or system revenues;
• Measures of debt burden on the community, such as debt per capita, debt as a
percentage of full or equalized assessed property value, and overlapping or
underlying debt; and
Tax-exempt and taxable market factors affecting interest costs, such as interest
rates, market receptivity, and credit rating.
Annual debt service on general obligation debt (tax-supported), which excludes self-
supported debt, shall be limited to no more than 30% of budgeted expenditures in the City's
General Fund.
The City has revenue bonds and other indebtedness of the Electric, Water, and Wastewater
Funds, which are collectively known as the City's "Utility System." The City will maintain
coverage ratios as dictated by the City's outstanding bond covenants, including any other
indebtedness of the Utility System. In addition, the City will follow a policy that the Utility
System will maintain a debt service coverage ratio of at least 1.25 on all outstanding
revenue bonds and other indebtedness of the Utility System. For this purpose, the debt
coverage ratio is defined as the net revenue of the Utility System (gross revenue less
operating expenses) for a fiscal year (as set out in the audited financial statements for that
fiscal year} divided by the maximum annual debt service far all then outstanding revenue
bonds and other indebtedness of the Utility System. The City will strive to further maintain
this debt service coverage ratio for each separate utility.
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B. Current operations will nat be financed with long-term debt.
C. Debt incurred to finance capital improvements will be repaid within the useful life
of the asset.
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... . � • '. . ` � .; ' • i ' .� .. � ; . .� . �,.. .... . . � • ' '�. � � .'.
• ' � ' � '' � �'
• Short-term vs. long-term debt,
General obligation debt vs. revenue debt,
� Fixed rate debt,
• Lease-backed debt,
Special obligation debt, such as assessment district debt,
• Certificates of obligation,
Combination tax and revenue debt,
• Tax Increment Reinvestment Zone (TIRZ} debt,
Public Improvement District (PID) debt,
• Conduit issues,
Tax Notes, and
Taxable debt.
. . - ��� � - . . � ' . ���� - • r�� . � - -�� . - , r . .� . � .
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• Final maturity of the debt;
� Setting the final maturity of the debt equal to or less than the useful life of the
asset(s} being financed;
Use of zero coupon bonds, capital appreciation bonds, deep discount bonds or
premium bonds;
• Principal and interest payment structure (e.g., level debt service payments, level
principal payments, bullet and term maturities, interest only, or other payment
structures);
• Redemption provisions (e.g., mandatory and optional call features);
Use of credit enhancement (e.g., bond insurance);
• Use of senior lien and juniar lien abligations;
Capitalized interest; and
• Other factors as deemed appropriate in consultatian with the City's financial
advisor and bond counsel.
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C. Anticipation Notes
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Anticipation notes may be used to finance projects or acquisitions that could also
be financed using certificates of obligation and have the following restrictions:
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D. Line of Credit
To the extent authorized by state law and with the approval of the City Council, the
City may establish a tax-exempt line of credit with a financial institution selected
thraugh a campetitive process. Draws shall be made on the line of credit when (1}
the need for financing is so urgent that time does nat permit the issuance af long-
term debt, or (2) the need for financing is so small that the total cost of issuance of
long-term debt including carrying costs of debt proceeds not needed immediately
is significantly higher. Draws will be made on the line of credit to pay for projects
designated for line of credit financing by the City Council. Borrowings under the
line of credit shall be repaid from current revenues. The Chief Financial Officer
will autharize all draws on the line of credit, as authorized in the agreement
approved by the City Council. Under current state law, a line of credit cannot
extend past the end of the then current fiscal year.
E. Capital Leasing
Capital leasing is an option for the acquisition of a piece or package of equipment.
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Whenever a lease is arranged with a private sector entity, a tax-exempt rate shall be
sought. Whenever a lease is arranged with a government or other tax-exempt entity,
the City shall obtain an explicitly deiined taxable rate so that the lease will not be
counted in the City's total annual borrowings subject to arbitrage rebate.
The lease agreement shall permit the City to refinance the lease at no more than
reasonable cost should the City decide to do so. A lease which may be called at
will is preferable to one which may merely be accelerated,
The City shall seek at least three (3) competitive proposals for any lease financing,
except those related to technology equipment. Due to the proprietary nature of most
technolagy equipment, lease financing is typically only offered through the
technology's vendor. The net present value of competitive bids shall be compared,
taking into account whether payments are in advance or in arrears, and how
frequently payments are made. The purchase price of equipment shall be
competitively bid, as required by state law, as well as the financing costs.
The Chief Financial Officer will ensure any leasing agreement is compared to other
financing options to ensure the lease is cost beneficial. Alternate financing options
will include revenue bonds, contractual obligations, certificates of obligation, tax
Page 11 of 26
notes, and lines af credit. The Chief Financial Officer will be the person
responsible for evaluating this financing source, and will make a recommendation
to the City Council for approval.
F. Interfund Loans
As allowed by the City, the Chief Financial Officer will review opportunities
whereby interfund loans may be utilized to meet short-term financing needs.
Interfund loans will only be utilized if economically beneficial to the lending fund
and only if the rate of return is comparable or higher than the rate of return the
lending fund would otherwise receive by keeping funds in the City's investment
pool. Any interfund loan must be approved by the City Council, excluding any
interfund balances created during the annual year-end close process relating to
negative cash balances generated from activities from reimbursement grants and
inventory balances in the warehause.
Proceeds from the sale of long-term obligations will not be used for operating
purpases, and the final maturity of the obligations will not exceed the estimated
useful life of the asset(s) financed. Voter approved general abligation bonds will
strive to have a final maturity of twenty (20) years or less. Revenue bonds and
certificates of obligatian will strive to have a final maturity of thirty (30} years or
less. If deemed appropriate, staff may present to the City Council extraordinary
circumstances in which longer final maturities may be necessary but never in excess
af the useful life of an individual asset.
A level debt service structure will be used unless aperational matters and marketing
consideratians dictate otherwise.
The cost af issuance of private activity bonds is usually higher than for
governmental purpose bonds, Consequently, private activity bonds will be issued
only when they will economically benefit the City.
The cost of taxable debt is generally higher than for tax-exempt debt. Hawever,
the issuance af taxable debt may be required or may be mare appropriate in some
circumstances and may allow valuable flexibility in subsequent contracts with users
ar managers of the improvements canstructed with the bond proceeds. Therefore,
the City will usually issue tax-exempt abligations but may occasionally issue
taxable obligations.
: :� .
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vaters in bond elections or set forth in the notices of intent for certificates of
obligation or to refund previously issued general obligation bonds, certificates of
obligation or revenue bonds. All bonds shall be sold in accordance with applicable
law.
C, Certiiicates of Obligation
Certificates of obligation may be issued to;
• Finance permanent improvements and land acquisitions;
Finance costs associated with capital project overruns;
• Acquire equipment/vehicles;
Leverage grant funding;
• Renovate, acquire, construct facilities and facility improvements;
• Construct street improvements;
• Provide funding far master plans/studies;
Address necessary life safety needs; and
• Finance revenue supported projects/assets if determined to be more
economical than revenue bonds.
To the extent required by state law, a resalution authorizing publication of notice
of intent to issue certificates of obligation shall be presented for the consideration
of the City Council. The natice of intent shall be published in a newspaper of
general circulation in the City once a week for twa consecutive weeks with the first
publication to be at least thirty-one (31) days prior to the date set for passage of the
ordinance authorizing the sale of the certificates.
Certificates of abligatian may be backed by a tax pledge under certain
circumstances as permitted by law. They may also be backed by a combination tax
and revenue pledge as permitted under state law. Some revenues are restricted as
to the uses for which they may be pledged. Electric, Water, and Wastewater
revenues may be pledged without limit for Electric, Water, and Wastewater
purposes but may only be pledged ta a limit of $1,000 for any one series of bonds
issued for non-utility system purposes.
The final maturity of certificates of obligation will be in accordance with Section
XI (A),
Effective January 1, 2016 and as prescribed in Section 271.047, Local Gavernment
Code, the City Council may not authorize certificates of obligation to pay a
contractual obligation to be incurred if a bond proposition to authorize the issuance
af bonds for the same purpose was submitted to the voters during the preceding
three years and failed to be approved. The City Council may authorize a certificate
that it is otherwise prohibited from authorizing:
1. In a case of public calamity if it is necessary to act promptly to relieve the
necessity of residents or to preserve the property of the City;
Page 13 of 26
2. A case in which it is necessary to preserve or protect the public health of the
residents of the City;
3. A case of unforeseen damage to public machinery, equipment or other property;
4. To comply with a state or federal law, rule, or regulation if the City has been
officially notified of noncompliance with the law, rule, or regulation.
D. Public Property Finance Contractual Obligations
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In addition to the policies set forth above, when cost-beneficial and when permitted
under applicable state law, the City may consider the use of surety bonds, letters of
credit, or similar instruments to satisfy debt service reserve fund requirements on
outstanding and/or proposed revenue bonds.
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1. The bonds have a scheduled maturity date that is not later than 20 years after
the date of issuance;
2. The City Council has received a written estimate of the cost af the issuance as
prescribed in the statute;
3. The City Council has determined in writing whether any personal or financial
relatianship exists between the members of the City Council and any financial
advisor, bond counsel, bond underwriter or other professional assaciated with
the bond issuance; and
4. The City Council posts prominently on the City's website and enters in the
minutes the required information as prescribed in the statute.
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Page 14 af 26
transpartation-related items, including buses, unless the item has an expected useful
life that exceeds the CABS maturity date. The total amaunt of CABS may not
exceed 25 percent of the City's total outstanding bonded indebtedness at the time
of the issuance, including the amount of principal and interest to be paid on the
outstanding bonds until maturity. The City may not extend the maturity date of an
issued capital appreciation bond, including through the issuance of refunding bonds
that extend the maturity date, except in the event the extension of the maturity date
will decrease the tatal amount of projected principal and interest to maturity.
• � .
Credit enhancements are mechanisms which guarantee principal and interest
payments. They include bond insurance, lines of credit, surety bonds and letters af
credit, A credit enhancement, while costly, is intended to bring a lower interest rate
an debt and a higher rating from the rating agencies, thus lowering overall
borrowing costs.
The City's financial advisor will advise the City whether or not a credit
enhancement is cost effective under the circumstances and what type of credit
enhancement, if any, should be purchased. In a negotiated sale, bids will be taken
during the period prior to the pricing of the debt. In a competitive sale, bond
insurance may be provided by the purchaser if the purchaser finds it cost effective.
Other credit enhancements may arise in the future, which may be beneficial. The
City's financial advisor will present these options for consideration.
� � . , . � ; � ,
To the extent permitted by law, the City shall consider advance refunding debt whenever
an analysis indicates the potential far present value savings af at least 3% af the par amount
being refunded. In the case of current refundings, the City shall consider refunding debt
whenever an analysis indicates the potential for present value savings abave the costs of
refunding the outstanding debt. Refunding for savings shauld not extend the final maturity
of the original obligatians, unless specifically approved by the City Council. Refunding of
contractual obligations not currently recorded as an autstanding debt obligation of the City
(i.e., TMPA debt) may be restructured to extend the final maturity if specifically approved
by the City Council.
� E, ; �. � . .�
The Chief Financial Officer will review and approve all reimbursement ordinances from
City departments, including enterprise fund departments, before forwarding to the City
Council for consideratian. Initially, funding for the capital expenditures will be provided
with existing bond proceeds ar unreserved fund balance. Once the debt is sold, these
expenditures will be reimbursed from the debt proceeds.
Reimbursement ordinances must be adopted within sixty (60) days of the date the original
expenditures were paid. Debt abligations must be issued and the reimbursement allocation
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made not later than eighteen (1$) months after the later of (1 } the date the ariginal
expenditures were paid, or (2} the date the pro�ect is placed in service or abandoned, but in
no event more than three (3) years after the original expenditures were paid.
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A. Competitive Sale
When feasible and economical, obli�ations shall be issued by competitive rather
than negotiated sale. Favorable conditians for a competitive method of sale include
the following:
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The notice of sale will be carefully constructed so as to ensure the best passible
bid for the City, in light of existing market canditions and other prevailing
factors. Parameters to be examined may include:
• Limits between lowest and highest coupons;
Caupon requirements relative to the yield curve;
• Method of underwriter compensation, discount or premium coupons;
Use af true interest cost (TIC);
• Use of bond insurance;
• Serial debt versus term debt with mandatary sinking fund redemptions;
and
Call provisions
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The City will present the reasons and will actively participate in the selection of the
underwriter or direct purchaser.
In negotiated sales, the City attempts to involve qualified and experienced firms
which consistently submit financing plans to the City and actively participate in the
City's competitive sales. The criteria used to select an underwriter in a negotiated
sale may include the following:
• Overall experience;
Participation in the City's past competitive sales;
• Marketing philasophy;
Capability;
• Previous experience as managing or co-managing underwriter;
Financial statement and financing plans that are relevant and appropriate;
• Public finance team and resources; and
Breakdawn of underwriter's discount, which includes management fee,
underwriting fee, average takedown and other administrative expenses.
C. Private Placement
When cost-beneficial, the City may privately place its debt. Since underwriting
and rating agency expenses may be avoided, it may result in a lower cost of
borrowing. Private placement is sometimes an option for small issues. The
opportunity may be identified by the financial advisor.
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With respect to the investment and expenditure of the praceeds of tax-exempt
obligations, the Chief Financial Officer will:
• Instruct the appropriate person or persons that the construction, renovation
or acquisition of the facilities financed with tax-exempt obligations must
proceed with due diligence and that binding contracts for the expenditure of
at least 5% of the proceeds of the tax-exempt obligations must be entered
into within six months of the date af delivery of such obligations ("Issue
Date");
Monitor that at least 85% of the praceeds of tax-exempt obligations to be
used for the construction, renavation or acquisition of any facilities are
expended within three years of the Issue Date;
Monitor investment of praceeds of the tax-exempt obligations and restrict
the yield of the investments to the yield on the tax-exempt obligations after
three years of the Issue Date;
• Monitor all amounts deposited into a sinking fund or funds, (e.g., the
Interest and Sinking Fund established under each ordinance authorizing the
issuance of the tax-exempt obligations}, to assure that the maximum amount
invested at a yield higher than the yield on the obligations does nat exceed
an amount equal to the debt service on the obligations in the succeeding 12
month period plus a carryover amount equal to one-twelfth of the principal
and interest payable on the obligations for the immediately preceding 12-
month period;
Assure that the maximum amount of any debt service reserve fund for tax-
exempt obligations invested at a yield higher than the yield on the related
tax-exempt obligatians will not exceed the lesser of (1} 10% of the principal
amount of the related tax-exempt obligations, (2} 125% of the average
annual debt service on the related tax-exempt obligations measured as of
the Issue Date for such obligations, or (3) 100% of the maximum annual
debt service on the related tax-exempt obligations as of the Issue Date for
such obligations;
Ensure that na more than 50% of the proceeds of tax-exempt abligatians are
invested in an investment with a guaranteed yield for four years or more;
• Monitor the actions of the escrow agent (to the extent an escrow is funded
with proceeds of tax-exempt obligations} to ensure compliance with the
applicable provisions of the escrow agreement, including with respect to
reinvestment of cash balances;
Maintain any official action of the City (such as a reimbursement ordinance)
stating its intent to reimburse with the proceeds of tax-exempt obligations
any amount expended prior to the Issue Date far the acquisition, renovation
or construction of the facilities financed with the obligations;
Ensure that the applicable information return (e.g., Internal Revenue
Service ("IRS") Form $038-G, 8d38-GC, or any successor forms) is timely
filed with the IRS; and
Assure that, unless excepted from rebate and yield restriction under section
148(� of the United States Internal Revenue Code of 1986, as amended (the
Page 18 of 26
"Cade"), excess investment earnings are computed and paid to the U.S.
gavernment at such time and in such manner as directed by the IRS (i) at
least every five years after the Issue Date and (ii} within 30 days after the
date the tax-exempt obligations are retired.
The City will follow a policy af full compliance with all arbitrage rebate
requirements of the Code and IRS regulations, and will perform (internally or by
cantract consultants} arbitrage rebate calculations for each issue subject to rebate
on an annual basis. All necessary rebates will be filed and paid when due.
C. Arbitrage Liability Management
The Chief Financial Officer will maintain a system for tracking arbitrage rebate
liability and ensuring that required calculations are performed on a timely basis.
These calculations will be performed annually and as needed. Due to the
complexity of the arbitrage calculations and regulations, and to the severity of the
penalties for noncompliance, the advice of bond counsel and qualified experts will
be pursued an an ongoing basis. If deemed necessary, funds should be set aside in
anticipation of potential rebate liabilities.
. . # � �. . :
. _
With respect to the use of the facilities financed or reiinanced with the proceeds of tax-
exempt obligations the Chief Financial Officer will:
• Develop procedures or a tracking system to identify all property financed with tax-
exempt abligations;
Monitor the date on which the facilities are substantially complete and available to
be used for the purpose intended;
Monitor whether, at any time the tax-exempt abligations are outstanding, any
person, ather than the City, the employees of the City, the agents of the City or
members of the general public has any cantractual right (such as a lease, purchase,
management or other service agreement) with respect to any portion of the
facilities;
• Monitor whether, at any time the tax-exempt obligations are outstanding, any
person, other than the City, the employees of the City, the agents of the City or
members of the general public has a right ta use the output of the facilities (e.g.,
water, gas, electricity);
• Determine whether, at any time the tax-exempt abligations are outstanding, any
person, other than the City, has a naming right for the facilities or any other
contractual right granting an intangible benefit;
• Determine whether, at any time the tax-exempt obligations are outstanding, the
facilities are sold or otherwise dispased of. Prior to any sale of property awned by
the City (real or persanal), the Chief Financial Ofiicer must confirm whether such
property was financed with tax-exempt obligations, and if so, determine whether
the proposed dispasition of the property could impact the tax-exempt status of the
issue of tax-exempt obligations that financed the acquisition of such property;
•.:• + • ,
• Before entering into any private business use arrangement that involves the use of
the facilities financed with tax-exempt obligations, the Chief Financial Officer must
obtain a description of the propased private business use arrangement and
determine whether such arrangement, if put into effect, will be consistent with the
restrictions on private business use of the facilities. In connection with the
evaluation of any proposed private business use arrangement, the Chief Financial
Officer should consult with band counsel to discuss whether such arrangement, if
put inta effect, will be consistent with the restrictions on private business use of the
facility, and, if not, whether any remedial action permitted under federal guidelines
may be talcen as a means of enabling such private business use without adversely
affecting the tax-exempt status of the tax-exempt obligations which financed such
facilities; and
Take such action as is necessary to remediate any failure to maintain campliance
with the covenants contained in the ordinances authorizing tax-exempt obligations
related to the public use of the facilities financed by such obligations.
The City shall establish an appropriate record keeping system and designate the appropriate
City personnel for purposes of compliance with this section, and as stated in Section XIX.
' � ! 1
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With respect to each issue of tax-exempt obligations issued by the City, the Chief Financial
Officer will maintain or cause to be maintained all records relating to the investment and
expenditure of the proceeds af such issue and the use of the facilities financed or refinanced
thereby for a period ending six years after the complete extinguishment of such issue of
tax-exempt obligations. If any portion of an issue of tax-exempt obligations is refunded
with the proceeds of another series of tax-exempt obligations, such records shall be
maintained until the six years after the refunding obligations are completely extinguished.
Such records may be maintained in paper or electronic format.
.> .
The Chief Financial Officer shall receive appropriate training regarding the City's
accounting system, contract intake system, facilities management and other systems
necessary to track the investment and expenditure of the proceeds and the use af the
facilities financed with the proceeds of debt obligatians. The foregoing notwithstanding,
the Chief Financial Officer is authorized and instructed ta retain such experienced advisors,
agents and consultants as may be necessary to carry out the policies and procedures
described in Sections XVII, XVIII and XIX.
Page 20 of 26
Amortization — The planned reduction of a debt obligation according to a stated maturity or
redemption schedule.
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Average Life — The average length of time debt is expected to be outstanding. Generally, a level
debt service structure will limit the average life of a bond issue (i.e., a 20 year final maturity
will have an approximate average life of 12 years, and a 30 year final maturity will have
an approximate average life of 18 years).
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BBI — Bond Buyer Index. Comparison of current rates for various maturities,
id For — The document used by an underwriter to submit his bid at a competitive sale.
ond — 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.
ond Counsel — An attorney (or firm of attorneys) retained by the issuer to give a legal opinion
concerning the validity of the 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 or ordinances, trust indentures, official statements,
validatian proceedings and litigation.
Bond Insurance — Bond insurance is a type of credit enhancement whereby a monoline insurance
company indemnifies an investor against a default by the issuer to pay principal and interest
in-full and on-time. Once assigned, the municipal bond insurance policy generally is
irrevocable. The insurance company receives an up-front fee, or premium, when the policy
is issued.
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Bond Years —$1,000 of debt outstanding for one year used to compute average life and net interest
cost.
� , � . . . � . . •_•�
CIP — Capital Improvement Pragram.
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Closing — When bands are exchanged for money (a/k/a delivery or settlement}.
Co ercial aper (T -Exe pt) — By convention, short-term, unsecured, tax-exempt
promissory notes issued in either registered or bearer form with a stated maturity of 270
days or less.
Ca petitive Sale — A sale of securities in which the securities are awarded to the bidder who offers
to purchase the issue at the best price ar lawest cost.
Coupon ate — The interest rate on specific maturities of a bond issue. While the term "coupon"
derives 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,
Cover Bid — The runner-up in a competitive bond sale.
Credit Enhancements — Credit enhancements are mechanisms which guarantee principal and
interest payments. They include bond insurance and a line or letter of credit. A credit
enhancement, while costly, will usually bring a lower interest rate on debt and a higher
rating from the rating agencies, thus lowering overall costs. Cost effectiveness of credit
enhancement will be evaluated for each debt issue.
Cl'ISIP Nurnber — The term CUSIP is an acranym for the Committee an Uniform Securities
Identification Procedures. An identification number is assigned to each maturity of an
issue, and is usually printed on the face of each individual certificate of the issue. The
CUSIP numbers are intended to help facilitate the identification and clearance of municipal
securities. As the municipal market has evolved, and the new derivative products are
devised, the importance of the CUSIP system for identification purposes has increased.
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Page 22 of 26
ebt urden — The ratio of outstanding tax-supported debt to the market value of praperty within
a jurisdictian. The overall debt burden includes a jurisdiction's proportionate share of
overlapping debt as well as the municipality's direct net debt.
ebt Limitation — The maximum amount af debt that is legally permitted by a�urisdiction's
charter, constitution, or statutory requirements,
Debt ObCigation — As defined by Section 1201.002, Government Code, means an issued public
security which is an instrument, including a bond, certificate, note, or other type of
obligation authorized to be issued by an issuer under a statute, a municipal home-rule
charter, or the constitution of the state.
ebt Service — The amount necessary to pay principal and interest requirements on outstanding
bonds far a given year ar series af years.
ebt Service eserve Fund — The fund into which moneys are placed which may be used to pay
debt service if pledged revenues are insufficient to satisfy the debt service requirements.
The debt service reserve fund may be entirely funded with bond proceeds, or it may only
be partly funded at the time of the issuance and allowed to reach its full funding
requirement over time, due to the accumulation of pledged revenues. If the debt service
reserve fund is used in whole or part to pay debt service, the issuer usually is required to
replenish the funds from the first available funds ar revenues. A typical reserve
requirement might be the maximum aggregate annual debt service requirement for any year
remaining until the bands reach maturity. The size af the reserve fund, and the manner in
which it is invested, may be subject to arbitrage regulations.
efault — The failure to pay principal or interest in full or on time. An actual default should be
distinguished fram technical default. The latter refers to a failure by an issuer to abide by
certain covenants but does not necessarily result in a failure to pay principle or interest
when due.
efeasance — Providing far payment of principal of premium, if any, and interest an debt through
the first call date or scheduled principal maturity in accordance with the terms and
requirements af the instrument pursuant to which the debt was issued. A legal defeasance
usually involves establishing an irrevocable escrow funded with only cash and U.S.
government abligatians.
Depository Trust Company (DTC) — A limited purpose trust company arganized under the New
York Banking Law. DTC facilitates the settlement of transactions in municipal securities.
Downgrade — A reduction in credit rating.
Ercterprise Activity — A revenue-generating project ar business. The project often provides funds
necessary ta pay debt service on securities issued to finance the facility. The debts of such
projects are self-liquidating when the projects earn sufficient monies to cover all debt
service and other requirements imposed under the bond contract. Common examples
include water and sewer treatment facilities and utility facilities.
Page 23 of 26
Electronic unicipal arket Access (E A) — Effective July 1, 2009, the SEC implemented
amendments ta SEC Rule 15c2-12 which approved the establishment by the MSRB of
EMMA, the sole successor to the natianally recagnized municipal securities information
repositories with respect to filings made in cannection with disclosure undertakings.
Access ta filings are made free of charge to the general public by the MSRB.
Final fficiaC Statement (F S) — A document published by the issuer which generally discloses
material information an a new issue of municipal securities including the purposes of the
issue, how the securities will be repaid, and the financial, economic and social
characteristics of the issuing government. Investors may use this information to evaluate
the credit quality of the securities.
Flow of Funds — The order in which pledged revenues must be disbursed, as set forth in the trust
indenture or bond resolution. In most instances, the pledged revenues are deposited into a
general collection account or revenue fund as they are received and subsequently
transferred into the other accounts established by the bond resolutian or trust indenture.
The other accounts provide for payment of the costs of debt service, debt service reserve
deposits, operation and maintenance costs, renewal and replacement, and other
requirements.
' i � - _ . � : . �. � :�, •
GFOA — Government Finance Officers Association,
General Obligation Debt — Debt that is secured by a pledge of the ad valorem taxing power of the
issuer, Also known as a full faith and credit abligation.
Good Faith eposit — A sum of money given by the Underwriter to assure his bid.
Insiitutional uyer — Banks, iinancial institutions, insurance companies, and bond funds.
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 and bond counsel fees, printing
and advertising costs, rating agencies fees, and other expenses incurred in the marketing af
an issue.
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Level Debt Service — When annual payments are substantially the same each year.
Line of Credit — Bank credit facility wherein the bank agrees to lend up to a maximum amount of
funds at some date in the future in return for a cammitment fee.
Page 24 of 26
Long-Term Debt — Will not exceed the estimated useful life of the asset(s) financed. Voter
approved general obligation bonds will strive to have a final maturity of twenty (20) years
or less. Revenue bonds and certificates of obligation will strive to have a final maturity of
thirty (30} years or less.
anager — The member (or members) of an underwriting syndicate charged with the primary
responsibility for conducting the affairs of the syndicate. The managers take the largest
underwriting commitment.
� a�,���m�'������x�,��� c��° ��t�icar �w�"G��t���z'�`
The underwriter serving as head of the syndicate. The lead manager generally
handles negotiations in a negotiated underwriting of a new issue of municipal
securities or directs the process by which a bid is determined for a competitive
underwriting. The lead manager also is charged with allacating securities among
the members of the syndicate in accordance with the terms of the syndicate
agreement or agreement among underwriters.
.i����;a� T��r��tit____�,�..r t�r° C`ca �w?N�zaro�a ���'.
Any member of the management group.
unicipal Advisory Council of Texas ( AC) — The designated State af Texas Information
Depository as approved by the SEC with respect to filings made in connection with
undertakings.
Municipal Securities Rulerr�aking Board (MSRB) — A self-regulating organization established on
September 5, 1975 upon the appointment of a 15-member Baard 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. New Baard
members are selected by the MSRB pursuant to the method set forth in Board rules.
Negotiated Sale — A sale of securities in which the terms of sale are determined through negotiation
between the issuer and the purchaser, typically an underwriter, withaut competitive
bidding.
Net Interest Cost — The average interest cost of a bond issue calculated on the basis of simple
interest.
Paying Agent — An agent of the issuer with responsibility for timely payment of principal and
interest to bond holders.
Preliminawy fficial Statement (POS) — The POS is a preliminary version of the official statement
which is used by an issuer or underwriters to describe the proposed issue of municipal
securities priar to the determination of the interest rate(s} and offering prices(s). The
preliminary official statement, also called a"red herring", aften is examined by potential
purchaser.s prior to making an investment decisian.
Page 25 of 26
Preserct Value — The value of a future amount or stream af revenues or expenditures in current
dollars.
Private usiness Use — Private business use occurs whenever tax-exempt abligation proceeds are
used to benefit any entity ather than a state or local gavernment, including non-profit
corparations and the federal government. In simple terms, an issue of tax-exempt
obligations may lose their tax-exempt status if (i} more than 10% of the proceeds of the
obligations are ta be used for any private business use and the payment of the principal of,
or the interest, on mare than 10% of the proceeds of the abligations is secured by or payable
from property used for a private business use or (ii} the amount of the praceeds of the
obligations used ta make loans to borrowers other than state and local gavernments exceeds
the lesser af 5% of the proceeds or $5 million.
Refunding — An advance refunding is a refunding that occurs more than 90 days before the call
date af the refunded bonds, and a current refunding is a refunding that occurs 90 days or
less before the call date. A refunding is a process of selling a new issue of securities to
obtain funds needed to retire existing securities. Debt refunding is done to extend maturity
and/or to reduce debt service cost.
etail uyer — Individual investors.
Revenue Bond — A bond which is payable from a specific saurce of revenue and to which the full
faith and credit of an issuer with taxing power is nat pledged. Revenue bonds are payable
from identified saurces of revenue, and do nat permit the bondholders ta compel a
jurisdiction to pay debt service from any other source. Pledged revenues often are derived
fram the operation of an enterprise activity. Generally, no vater approval is required prior
to issuance of such obligations.
SEC — Securities and Exchange Commission.
SID — State Information Depository.
Secondary arket — The market in which bonds are sold after their initial sale in the new issue
market.
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Serial Borcds — A bond issue in which the principal is repaid in periodic installments over the
issue's life.
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Split ratings — Different rating levels from different rating agencies.
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