2022 12 20 City Council Agenda Packet

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b) The Legislative Body or designated official grants in writing specific authority on
a transaction by transaction basis;

c) Such sale is properly carried out through a widely and publicly advertised sale,
during normal bond sale hours, and through an industry standard, electronic

bidding platform; and

d) The financial advisory fee is separately disclosed and billed from the
underwriting fee.

2) Negotiated Sale

The City recognizes that some securities are best sold through a negotiated sale with
an underwriter or group of underwriters. The City shall assess the following
circumstances in determining whether a negotiated sale is the best method of sale:

a) State requirements on negotiated sales;

b) Debt structure which may require a strong pre-marketing effort such as those
associated with a complex transaction generally referred to as a "story" bond;

c) Size or structure of the issue which may limit the number of potential bidders;

d) Market conditions including volatility wherein the City would be better served by
the flexibility afforded by careful timing and marketing such as is the case for
Debt issued to refinance or refund existing Debt;

e) Whether the Debt is to be issued as variable rate obligations or perhaps as Zero
Coupon Debt;

f) Whether an idea or financing structure is a proprietary product of a single firm;

g) In a publicly offered or privately placed, negotiated sale, a financial advisor, if
any, shall not be permitted to resign as the financial advisor in order to
underwrite or privately place an issue for which they are or have been providing

advisory services;

h) The underwriter shall clearly identify itself in writing as an underwriter and not
as a financial advisor from the earliest stages of its relationship with the City with
respect to the negotiated issue. The underwriter must clarify its primary role as a
purchaser of securities in an arm’s length commercial transaction and that it has
financial and other interests that differ from those of the City. The underwriter in
a publicly offered, negotiated sale shall be required to provide pricing

Debt Management Policy Page 11
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