Section 6000 - DefinitionsThe following terms as used in this chapter shall have the meaning defined below except where a substitute definition is provided to apply to a specifically named article in this chapter.
(a) "Authority" means an entity created pursuant to Article 1 of the Joint Exercise of Powers Act and authorized to Issue Debt or act as a Purchaser or Lender pursuant to Article 2 or Article 4 of the Joint Exercise of Powers Act.(b) "Bond Counsel" means the attorney or law firm retained by the Issuer to give a legal opinion that the proposed Debt is a legally valid obligation of the Issuer and, to the extent applicable, the interest on the proposed Debt is exempt from federal or state income tax.(c) "Borrower's Counsel" means the attorney or law firm, retained by the Issuer when the Debt is a direct loan from a bank or other financial institution, who gives a legal opinion that the proposed Debt is a legally valid obligation of the Issuer and, to the extent applicable, the interest on the proposed Debt is exempt from federal or state income tax.(d) "Capital Appreciation Debt" means any form of Debt that is structured to not require the Issuer to make regular periodic payments of interest to the Creditor(s); alternatively, the unpaid interest accrues and compounds at a stated interest rate.(e) "Co-Bond Counsel" means the attorney or law firm working on behalf of the Issuer as a Bond Counsel in cooperation with another Bond Counsel.(f) "Commission" means the California Debt and Investment Advisory Commission or the California Debt Advisory Commission.(g) "Competitive Sale" means a method, chosen by the Issuer, of effecting a Sale of Debt with a Creditor selected through a formal competitive process among multiple potential Creditors.(h) "Credit Enhancement" means any form of guaranty, secondary repayment source, or additional credit-improving instrument provided by an entity other than the Issuer or third-party Obligor that improves the likelihood that the Issuer's or Obligor's Debt payment obligations will be met.(i) "Creditor" means the party in a Debt contract that is obligated to transfer assets, moneys, or rights to the beneficial use of assets to the Issuer, either directly or as an assignee of these obligations, in exchange for one or more payments under the Debt contract. The designation of Creditor in a Debt contract is assigned to financing participants including, but not limited to Underwriters, Purchasers, Lenders, lessors or a Syndicate of such that are bound by agreement to operate as a single Creditor as defined herein.(j) "Dated Date" means the date from which interest on a Debt Issue starts to accrue.(k) "Debt" means a contractual agreement through which a Creditor or Creditors transfers assets or moneys of an agreed value or amount, or rights to beneficial use of assets, to an Issuer in exchange for one or more non-cancelable payments, inclusive of an interest component no matter whether it is paid, accrued, or imputed, over a specified period of time, the total present value of which is approximately equal to the value of the assets or rights on or about the time the transfer occurred. The instruments or types of indebtedness that are evidence of Debt include the following, but are not limited to the following if they are an evidence of debt meeting the definition herein: (5) Certificates of participation(6) Commercial paper notes(8) Installment purchases(9) Leases that meet any of the following criteria:(A) The term of the lease, including options to extend, exceeds 75% of the life of the asset.(B) There is a transfer of ownership to the lessee at the end of the lease term.(C) Lessee has an option to purchase the asset at the end of the lease term at a price well below market.(D) The present value of the lease payments, discounted at an appropriate discount rate, exceeds 90% of the fair market value of the leased asset.(l) "Disclosure Counsel" means the attorney or law firm retained by the Issuer to provide advice on the Issuer's and/or third-party Obligor's securities law disclosure obligations and to assist in the preparation of the official statement or other offering document. Disclosure Counsel may also assist in preparation of a bond purchase contract, official notice of sale, and/or continuing disclosure agreement.(m) "Final Maturity" means the date that the Issuer is obligated to make the final payment, inclusive of principal, interest, or other sums due, to repay the entire Debt Issue without exercise of options of the Issuer or the Creditor to cause the Debt to be repaid earlier.(n) "Financial Advisor" means a person or firm that advises the Debt Issuer or Obligor on matters pertinent to the Debt Issue, such as structure, timing, marketing, pricing, terms, and Ratings.(o) "First Optional Call Date" means the earliest date upon which the Issuer has an option to prepay part or all of the Debt.(p) "Issuance Fee" means the fee that may be charged by the Commission pursuant to Government Code section 8856.(q) "Issue" means Debt entered into by an Issuer and sold on a contemporaneous or nearly contemporaneous basis, in one or more series, under the terms of one Debt contract with the same Creditor.(r) "Issuer" means the entity of State or Local Government that is legally authorized to enter into the contract through which the Debt is created. An Issuer retains the designation as such even though it may serve as a legal conduit through which the rights to the use of the assets and the obligations for performance on the Debt contract are assigned to a third-party Obligor.(s) "Lead Underwriter" means the member or members, in the case of a shared lead role, of an underwriting Syndicate charged with primary responsibility for conducting the affairs of the Syndicate for the purpose of purchasing an Issue from an Issuer; or the Underwriter of an Issue when no underwriting Syndicate has been formed.(t) "Lender" means a type of Creditor in a Debt contract. The Lender in a lease is the lessor or an assignee of the lessor's rights and obligations under a lease.(u) "Local Government" means any city, city and county, county, public district, public corporation, Authority, agency, board, commission, or other local public entity.(v) "Local Obligation" means the Debt of a Local Obligor.(w) "Local Obligor" means an entity of Local Government that has Issued Debt wherein an Authority is the Creditor.(x) "Management Fee" means fees or expenses paid to a Syndicate's Lead Underwriter for the costs of managing the affairs of the Syndicate.(y) "Maturity Schedule" means a schedule listing the dates upon which the Issuer is obligated to repay a specific portion of the Debt and the corresponding amount of the Issuer's repayment obligation.(z) "Negotiated Sale" means a method, chosen by the Issuer, of effecting a Sale of Debt with a Creditor that is selected by the Issuer as a result of direct negotiations between the parties.(aa) "Net Original Issue Premium (Discount)" means the amount resulting from the subtraction of the Issue's Original Issue Discount from the Original Issue Premium.(bb) "Net Interest Cost" means the rate, expressed as a percentage, that is derived when the sum of all scheduled interest payments less the Original Issue Premium plus Original Issue Discount is divided by the sum of the products of each amount of Principal scheduled for repayment multiplied by the number of years until the scheduled repayment amount is due.(cc) "Obligor" means a party having a financial obligation or arrangement to make all or part of the Debt payments.(dd) "Original Issue Discount" means the amount of proceeds, less than the Principal, from a new Issue of Debt that result from the original Debt structured with periodic interest paid or accruing at a lower annual rate than the total annual rate of return to the Creditor.(ee) "Original Issue Premium" means the amount of proceeds, in excess of the Principal, from a new Issue of Debt that result from the original Debt structured with periodic interest paid or accruing at a higher annual rate than the total annual rate of return to the Creditor.(ff) "Placement Agent" means an individual or firm acting as agent on behalf of the Issuer or Obligor to arrange for the Sale of a new Issue of Debt directly to Creditors rather than by purchasing the Debt from the Issuer and reselling it to Creditors.(gg) "Principal" means the gross amount of money or value of the assets transferred from the Creditor to the Issuer in an Issue of Debt, not inclusive of Original Issue Premium or Discount, accrued interest, or issuance costs. In a lease structure meeting the criteria in Section 6000(k)(9), it is approximately the fair market value of the rights to the asset transferred to the Issuer through the lease.(hh) "Private Placement" means a Negotiated Sale of Debt where the Creditor is not an Underwriter, but a private Lender or Purchaser that has purchased the Debt without the intention to resell all or a portion of the instruments or evidences of indebtedness to the public.(ii) "Private Sale" means a Negotiated Sale.(jj) "Public Sale" means a Competitive Sale.(kk) "Purchaser" means a type of Creditor in a Debt contract.(ll) "Rating" means an alphanumeric grade, assigned to an Issue of Debt by a nationally recognized Rating agency, which represents the Rating agency's opinion of the Issuer's or Obligor's ability to meet the Debt payment obligations and their likelihood of default.(mm) "Report of Proposed Debt Issuance" means the report that must be submitted to the Commission by Issuers prior to the Sale of any Debt per Government Code section 8855(i).(nn) "Report of Final Sale" means the report that must be submitted to the Commission by Issuers after the Sale of any Debt per Government Code section 8855(j).(oo) "Sale" means the formal, mutual acceptance of the terms of the Debt contract between the Issuer and the Creditor.(pp) "Senior-Subordinate Structure" means a Debt issue that provides Creditors a claim against revenues pledged for Debt repayment or other Debt security that is either senior or subordinate to a claim against the same revenues or security of Creditors to other Debt.(qq) "Serial" means repayment obligations within a Debt structure scheduled to occur in consecutive years or other intervals and that do not require mandatory partial repayment prior to the schedule.(rr) "Settlement" means the transfer of the assets or rights-to-use from Creditor to Issuer in exchange for delivery of the instruments or evidence of indebtedness from the Issuer to Creditor.(ss) "Short-Term Maturity" means a period of time between the date of Settlement and the Final Maturity that is 18 months or less.(tt) "State Government" means the state or any department, agency, board, commission, or authority of the state.(uu) "Syndicate" means a group of Underwriters formed and bound by agreement to operate as a single Creditor to purchase a new Issue of Debt from an Issuer.(vv) "Term" means a repayment obligation within a Debt structure scheduled to occur on a single date where the Issuer may agree to make periodic partial repayments prior to the date for full repayment of the obligation.(ww) "Total Takedown" means all fees paid to an Underwriter or members of the Syndicate as a commission for the resale of the instruments or evidences of indebtedness to other buyers.(xx) "True Interest Cost" means the rate, expressed as a percentage, that discounts all of the Issue's future Principal and interest payments to amounts, when summed, equal the Principal plus the Net Issue Premium or Discount.(yy) "Trustee" means a financial institution or government entity with trust powers, designated by the Issuer, which acts, pursuant to the Debt contract, in a fiduciary capacity to enforce the terms of the Debt contract for the benefit of the Creditors.(zz) "Underwriter" means a Creditor in a Debt contract that purchases the instruments or evidence of indebtedness of an Issue from the Issuer on the Sale date with an intention to resell all or a portion of the instruments or evidences of indebtedness to other buyers.Cal. Code Regs. Tit. 4, § 6000
1. New division 9.6, chapter 1 (articles 1-7, sections 6000-6062), article 1 (section 6000) and section filed 2-28-2017; operative 4-1-2017 (Register 2017, No. 9). Note: Authority cited: Section 8855(e), Government Code. Reference: Sections 6599.1, 8855(h)(3), 8855(i), 8855(j), 8856, 53359.5, 53583(c)(2)(B) and 54418, Government Code; and Section 20560.2, Water Code.
1. New division 9.6, chapter 1 (articles 1-7, sections 6000-6062), article 1 (section 6000) and section filed 2-28-2017; operative 4/1/2017 (Register 2017, No. 9).