District Of Columbia 2023-2024 Regular Session

District Of Columbia Council Bill PR25-0178 Compare Versions

Version 1 (Old)

Version 2 (New)

Old	New		Differences
1		-	ENROLLED ORIGINAL
	1	+	MURIEL BOWSER
	2	+	MAYOR
	3	+	March 20, 2023
	4	+	The Honorable Phil Mendelson
	5	+	Chairman, Council of the District of Columbia
	6	+	John A. Wilson Building
	7	+	1350 Pennsylvania Avenue, NW
	8	+	Suite 504
	9	+	Washington, DC 20004
	10	+	Dear Chairman Mendelson:
	11	+	Enclosed for consideration and approval by the Council of the District of Columbia is a proposed
	12	+	resolution titled, “D.C. Hebrew Language Charter School d/b/a Sela Public Charter School
	13	+	Revenue Bonds Project Approval Resolution of 2023” (the “Resolution”).
	14	+	The Resolution authorizes the issuance, sale, and delivery in an aggregate principal amount not
	15	+	to exceed $15,000,000 of District of Columbia revenue bonds in one or more series and
	16	+	authorizes the loan of the proceeds of the bonds to assist Sela in the financing, refinancing, or
	17	+	reimbursing of costs incurred by Sela for their project located at 6015-17 Chillum Place, NE, in
	18	+	Ward 4. The project consists of refinancing the bridge loan used to purchase the existing school
	19	+	property and approximately $4 million in renovations.
	20	+	Opened in 2013, Sela Public Charter School has a diverse student body and faculty that reflects
	21	+	the multicultural and vibrant dynamics of the nation’s capital. “Global citizenship” education is a
	22	+	key school focus. It includes the development of student skills in communication (including
	23	+	learning a foreign language), collaboration, critical thinking, and creativity. It also includes an
	24	+	emphasis on building empathy and emotional intelligence, perspective taking, and learning about
	25	+	other cultures.
	26	+	The bonds, when, as, and if issued, shall be without recourse to the District. In accordance with
	27	+	Section 490 of the Home Rule Act, the bonds shall not be general obligations of the District;
	28	+	shall not be a pledge of or involve the full faith and credit or the taxing power of the District;
	29	+	shall not constitute a debt of the District; and shall not constitute a lending of public credit for
	30	+	private undertakings as prohibited in section 602(a)(2) of the Home Rule Act. The bonds shall
	31	+	not give rise to any pecuniary liability of the District and the District shall have no obligation
	32	+	with respect to the purchase of the bonds.
	33	+	I find that the proposed financing will assist in furthering the efforts of SELA in providing
	34	+	education and employment opportunities to the citizens of the District of Columbia. I urge the Council to take prompt and favorable action on the Resolution. MURIEL BOWSER
	35	+	MAYOR
	36	+	March 20, 2023
	37	+	The Honorable Phil Mendelson
	38	+	Chairman, Council
	39	+	of the District of Columbia
	40	+	John A. Wilson Building
	41	+	1350 Pennsylvania Avenue,
	42	+	NW
	43	+	Suite 504
	44	+	Washington, DC 20004
	45	+	Dear Chairman Mendelson:
	46	+	Enclosed for consideration and approval
	47	+	by the Council of the District of Columbia is a proposed
	48	+	resolution titled, "D.C. Hebrew Language Charter School d/b/a Sela Public Charter School
	49	+	Revenue Bonds Project Approval Resolution
	50	+	of 2023" (the "Resolution").
	51	+	The Resolution authorizes the issuance, sale, and delivery in an aggregate principal amount not
	52	+	to exceed $15,000,000
	53	+	of District of Columbia revenue bonds in one or more series and
	54	+	authorizes the loan
	55	+	of the proceeds of the bonds to assist Sela in the financing, refinancing, or
	56	+	reimbursing
	57	+	of costs incurred by Sela for their project located at 6015-1 7 Chill um Place, NE, in
	58	+	Ward
	59	+	4. The project consists ofrefinancing the bridge loan used to purchase the existing school
	60	+	property and approximately $4 million in renovations.
	61	+	Opened in 2013, Sela Public Charter School has a diverse student body and faculty that reflects
	62	+	the multicultural and vibrant dynamics
	63	+	of the nation's capital. "Global citizenship" education is a
	64	+	key school focus.
	65	+	It includes the development of student skills in communication (including
	66	+	learning a foreign language), collaboration, critical thinking, and creativity.
	67	+	It also includes an
	68	+	emphasis on building empathy and emotional intelligence, perspective taking, and learning about
	69	+	other cultures.
	70	+	The bonds, when, as, and
	71	+	if issued, shall be without recourse to the District. In accordance with
	72	+	Section 490
	73	+	of the Home Rule Act, the bonds shall not be general obligations of the District;
	74	+	shall not be a pledge of or involve the full faith and credit or the taxing power of the District;
	75	+	shall not constitute a debt of the District; and shall not constitute a lending of public credit for
	76	+	private undertakings as prohibited in section 602(a)(2)
	77	+	of the Home Rule Act. The bonds shall
	78	+	not give rise to any pecuniary liability
	79	+	of the District and the District shall have no obligation
	80	+	with respect to the purchase
	81	+	of the bonds.
	82	+	I find that the proposed financing will assist in furthering the efforts
	83	+	of SELA in providing
	84	+	education and employment opportunities to the citizens
	85	+	of the District of Columbia. I urge the Council to take prompt and favorable action on the Resolution. hairman Phil Mendelson
	86	+	at the request
	87	+	of the Mayor
	88	+	1
	89	+	2
	90	+	3
	91	+	4
	92	+	5
	93	+	6
	94	+	7 A PROPOSED RESOLUTION
	95	+	8
	96	+	9
	97	+	10
	98	+	11
	99	+	IN THE COUNCIL OF THE DISTRICT OF COLUMBIA
	100	+	12 To authorize and provide for the issuance, sale, and delivery in an aggregate principal amount not to
	101	+	13 exceed $15 million of District of Columbia revenue bonds in one or more series and to
	102	+	14 authorize and provide for the loan of the proceeds of such bonds to assist D.C. Hebrew
	103	+	15 Language Charter School d/b/a Sela Public Charter School in the financing, refinancing,
	104	+	16 or reimbursing of costs associated with an authorized project pursuant to section 490 of the
	105	+	1 7 District
	106	+	of Columbia Home Rule Act.
	107	+	18
	108	+	19 RESOLVED, BY THE COUNCIL OF THE DISTRICT OF COLUMBIA, that this
	109	+	20 resolution may be cited
	110	+	as the "D.C. Hebrew Language Charter School d/b/a Sela Public Charter
	111	+	21 School Revenue Bonds Project Approval Resolution of 2023 ".
	112	+	22
	113	+	23 Sec. 2. Definitions.
	114	+	24 For the purpose
	115	+	of this resolution, the term:
	116	+	25
	117	+	(1) "Authorized Delegate" means the Mayor or the Deputy Mayor for Planning and
	118	+	26 Economic Development, or any officer or employee
	119	+	of the Executive Office of the Mayor to whom
	120	+	2 7 the Mayor has delegated or to whom the foregoing individuals have subdelegated any
	121	+	of the
	122	+	28 Mayor's functions under this resolution pursuant
	123	+	to section 422( 6) of the Home Rule Act.
	124	+	29 (2) "Bond Counsel" means a firm or firms of attorneys designated as bond counsel
	125	+	30 from time to time by the Mayor. 31 (3) "Bonds" means the District of Columbia revenue bonds, notes, or other
	126	+	32 obligations (including refunding bonds, notes, and other obligations),
	127	+	in one or more series,
	128	+	33 authorized to be issued pursuant to this resolution.
	129	+	34 (4) "Borrower" means the owner, operator, manager and user
	130	+	of the assets
	131	+	35 financed, refinanced, or reimbursed with proceeds from the Bonds, which shall be D.C. Hebrew
	132	+	36 Language Charter School d/b/a Sela Public Charter School, Inc., a corporation organized under
	133	+	37 the laws
	134	+	of the District of Columbia, which is exempt from federal income taxes under 26 U.S.C
	135	+	38 § 501(a)
	136	+	as an organization described in 26 U.S.C. § 501(c)(3), and which is liable for the
	137	+	39 repayment
	138	+	of the Bonds.
	139	+	40 (5) "Closing Documents" means all documents and agreements other than
	140	+	41 Financing Documents that may be necessary and appropriate to issue, sell, and deliver the Bonds
	141	+	42 and to make the Loan contemplated thereby, and includes agreements, certificates, letters, opinions,
	142	+	43 forms, receipts, and other similar instruments.
	143	+	44 ( 6) "District" means the District
	144	+	of Columbia.
	145	+	45 (7) "Financing Documents" means the documents other than Closing Documents
	146	+	46 that relate to the financing or refinancing
	147	+	of transactions to be effected through the issuance, sale,
	148	+	4 7 and delivery
	149	+	of the Bonds and the making of the Loan, including any offering document, and any
	150	+	48 required supplements to any such documents.
	151	+	49 (8) "Home Rule Act" means the District
	152	+	of Columbia Home Rule Act, approved
	153	+	50 December 24, 1973 (87 Stat. 774; D.C. Official
	154	+	Code§ 1-201.01 et seq.).
	155	+	51 (9) "Issuance Costs" means all fees, costs, charges, and expenses paid or incurred
	156	+	52 in connection with the authorization, preparation, printing, issuance, sale, and delivery
	157	+	of the Bonds
	158	+	53 and the making of the Loan, including, but not limited to, underwriting, legal, accounting, rating
	159	+	2 54 agency, and all other fees, costs, charges, and expenses incurred in connection with the development
	160	+	5 5 and implementation
	161	+	of the Financing Documents, the Closing Documents, and those other
	162	+	56 documents necessary or appropriate in connection with the authorization, preparation, printing,
	163	+	57 issuance, sale, marketing, and delivery
	164	+	of the Bonds and the making of the Loan contemplated
	165	+	5 8 thereby, together with financing fees, costs, and expenses, including program fees and
	166	+	5 9 administrative fees charged by the District, fees paid to financial institutions and insurance
	167	+	60 companies, initial letter
	168	+	of credit fees (if any), compensation to financial advisors and other persons
	169	+	61 ( other than full-time employees of the District) and entities performing services on behalf of or as
	170	+	62 agents for the District.
	171	+	63 ( 10) "Loan" means the District's lending of proceeds from the sale, in one or more
	172	+	64 series,
	173	+	of the Bonds to the Borrower.
	174	+	65 (11) "Project" means the financing, refinancing or reimbursing of all or a portion of
	175	+	66 the Borrower's costs of:
	176	+	67 (A) refinancing of certain existing indebtedness, the proceeds of which were
	177	+	68 used to finance or refinance the costs of the acquisition of the Borrower's approximately 12,269
	178	+	69 square foot public charter school facility located 6015-17 Chillum Place, N.E., Washington, D.C.,
	179	+	70 together with associated parking facilities and other property, real and personal, associated
	180	+	71 therewith (the "Facility");
	181	+	72 (B) funding the renovation, fit-out, equipping and development
	182	+	of the
	183	+	73 Facility;
	184	+	74 (C) funding certain working capital costs, to the extent financeable relating
	185	+	75 to the Bonds;
	186	+	3 76 (D) funding any credit enhancement costs, liquidity costs, capitalized
	187	+	77 interest, or debt service reserve fund relating
	188	+	to the Bonds; and
	189	+	78 (E) paying allowable Issuance Costs.
	190	+	79 Sec.
	191	+	3. Findings.
	192	+	80 The Council finds that:
	193	+	81 ( 1) Section 490 of the Home Rule Act provides that the Council may by resolution
	194	+	82 authorize the issuance
	195	+	of District revenue bonds, notes, or other obligations (including refunding
	196	+	83 bonds, notes, or other obligations) to borrow money to finance, refinance, or reimburse and to assist
	197	+	84 in the financing, refinancing, or reimbursing
	198	+	of undertakings in certain areas designated in section
	199	+	85 490 and may effect the financing, refinancing, or reimbursement by loans made directly or
	200	+	86 indirectly to any individual or legal entity, by the purchase
	201	+	of any mortgage, note, or other security,
	202	+	87 or by the purchase, lease, or sale
	203	+	of any property.
	204	+	88 (2) The Borrower has requested the District to issue, sell, and deliver revenue
	205	+	89 bonds, in one or more series, in an aggregate principal amount not to exceed $15 million, and
	206	+	to
	207	+	90 make the Loan for the purpose of financing, refinancing, or reimbursing costs of the Project.
	208	+	91 (3) The Project is located in the District and will contribute to the health, education,
	209	+	92 safety, or welfare of, or the creation or preservation
	210	+	of jobs for, residents of the District, or to
	211	+	93 economic development of the District.
	212	+	94 ( 4) The Project
	213	+	is an undertaking in the area of elementary, secondary and college
	214	+	95 and university facilities within the meaning of section 490 of the Home Rule Act.
	215	+	96 ( 5) The authorization, issuance, sale, and delivery of the Bonds and the Loan to the
	216	+	97 Borrower are desirable, are in the public interest, will promote the purpose and intent of section 490
	217	+	98 of the Home Rule Act, and will assist the Project.
	218	+	4 99 Sec. 4. Bond authorization.
	219	+	100 (a) The Mayor
	220	+	is authorized pursuant to the Home Rule Act and this resolution to assist in
	221	+	101 financing, refinancing, or reimbursing the costs of the Project by:
	222	+	102 (
	223	+	1) The issuance, sale, and delivery of the Bonds, in one or more series, in an
	224	+	103 aggregate principal amount not to exceed $15 million; and
	225	+	104 (2) The making
	226	+	of the Loan.
	227	+	105 (b) The Mayor
	228	+	is authorized to make the Loan to the Borrower for the purpose of financing,
	229	+	106 refinancing, or reimbursing the costs
	230	+	of the Project and establishing any fund with respect to the
	231	+	107 Bonds
	232	+	as required by the Financing Documents.
	233	+	108 (
	234	+	c) The Mayor may charge a program fee to the Borrower, including, but not limited to, an
	235	+	109 amount sufficient to cover costs and expenses incurred by the District in connection with the
	236	+	110 issuance, sale, and delivery
	237	+	of each series of the Bonds, the District's participation in the monitoring
	238	+	111 of the use of the Bond proceeds and compliance with any public benefit agreements with the
	239	+	112 District, and maintaining official records
	240	+	of each bond transaction and assisting in the redemption,
	241	+	113 repurchase, and remarketing of the Bonds.
	242	+	114 ( d) The Bond authorization set forth in this resolution includes the authorization to issue
	243	+	115 refunding Bonds to refinance any Bonds previously issued under this resolution to finance the
	244	+	116 Project; provided, that the maximum principal amount
	245	+	of Bonds outstanding at any time does not
	246	+	11 7 exceed the maximum principal amount of Bonds authorized hereunder.
	247	+	118 Sec.
	248	+	5. Bond details.
	249	+	119 (a) The Mayor and each Authorized Delegate is authorized to take any action reasonably
	250	+	120 necessary or appropriate in accordance with this resolution in connection with the preparation,
	251	+	121 execution, issuance, sale, delivery, security for, and payment of the Bonds of each series, including,
	252	+	5 122 but not limited to, determinations of:
	253	+	123 ( 1) The final form, content, designation, and terms of the Bonds, including a
	254	+	124 determination that the Bonds may be issued in certificated or book-entry form;
	255	+	125 (2) The principal amount of the Bonds to be issued and denominations of the
	256	+	126 Bonds;
	257	+	127 (3) The rate or rates
	258	+	of interest or the method for determining the rate or rates of
	259	+	128 interest on the Bonds;
	260	+	129 . ( 4) The date or dates
	261	+	of issuance, sale, and delivery of, and the payment of interest
	262	+	130 on the Bonds, and the maturity date or dates
	263	+	of the Bonds;
	264	+	131 ( 5) The terms under which the Bonds may be paid, optionally or mandatorily
	265	+	132 redeemed, accelerated, tendered, called, or put for redemption, repurchase, or remarketing before
	266	+	133 their respective stated maturities;
	267	+	134 ( 6) Provisions for the registration, transfer, and exchange
	268	+	of the Bonds and the
	269	+	13 5 replacement of mutilated, lost, stolen, or destroyed Bonds;
	270	+	136 (7) The creation
	271	+	of any reserve fund, sinking fund, or other fund with respect to the
	272	+	137 Bonds;
	273	+	13 8 (8) The time and place of payment of the Bonds;
	274	+	139 (9) Procedures for monitoring the use
	275	+	of the proceeds received from the sale of the
	276	+	140 Bonds to ensure that the proceeds are properly applied to the Project and used to accomplish the
	277	+	141 purposes of the Home Rule Act and this resolution;
	278	+	142 (10) Actions necessary to qualify the Bonds under blue sky laws
	279	+	of any jurisdiction
	280	+	143 where the Bonds are marketed; and
	281	+	6 144 (11) The terms and types of credit enhancement under which the Bonds may be
	282	+	145 secured.
	283	+	146 (b)
	284	+	The Bonds shall contain a legend, which shall provide that the Bonds are special
	285	+	14 7 obligations
	286	+	of the District, are without recourse to the District, are not a pledge of, and do not
	287	+	148 involve the faith
	288	+	and credit or the taxing power of the District, do not constitute a debt of the
	289	+	149 District, and do
	290	+	not constitute lending of the public credit for private undertakings as prohibited in
	291	+	150 section 602(a)(2)
	292	+	of the Home Rule Act.
	293	+	151 ( c) The Bonds shall
	294	+	be executed in the name of the District and on its behalf by the manual
	295	+	15 2 or facsimile signature of the Mayor, and attested by the Secretary of the District of Columbia by the
	296	+	153 Secretary
	297	+	of the District of Columbia's manual or facsimile signature. The Mayor's execution and
	298	+	154 delivery
	299	+	of the Bonds shall constitute conclusive evidence of the Mayor's approval, on behalf of the
	300	+	15 5 District, of the final form and content of the Bonds.
	301	+	156 ( d)
	302	+	The official seal of the District, or a facsimile of it, shall be impressed, printed, or
	303	+	157 otherwise reproduced on the Bonds.
	304	+	15 8 ( e) The Bonds of any series may be issued in accordance with the terms of a trust instrument
	305	+	159 to
	306	+	be entered into by the District and a trustee to be selected by the Borrower subject to the approval
	307	+	160
	308	+	of the Mayor, and may be subject to the terms of one or more agreements entered into by the Mayor
	309	+	161 pursuant to section 490(a)(4) of the Home Rule Act.
	310	+	162 (f) The Bonds
	311	+	may be issued at any time or from time to time in one or more issues and in
	312	+	163
	313	+	one or more senes.
	314	+	164 Sec. 6. Sale
	315	+	of the Bonds.
	316	+	7 165 (a) The Bonds of any series may be sold at negotiated or competitive sale at, above, or
	317	+	166 below par,
	318	+	to one or more persons or entities, and upon terms that the Mayor considers to be in the
	319	+	167 best interest
	320	+	of the District.
	321	+	168 (b) The Mayor or an Authorized Delegate may execute, in connection with each sale
	322	+	of the
	323	+	169 Bonds, offering documents on behalf
	324	+	of the District, may deem final any such offering document on
	325	+	170 behalf
	326	+	of the District for purposes of compliance with federal laws and regulations governing such
	327	+	171 matters and may authorize the distribution of the documents in connection with the sale of the
	328	+	172 Bonds.
	329	+	1
	330	+	73 ( c) The Mayor is authorized to deliver the executed and sealed Bonds, on behalf of the
	331	+	174 District, for authentication, and, after the Bonds have been authenticated, to deliver the Bonds to the
	332	+	175 original purchasers
	333	+	of the Bonds upon payment of the purchase price.
	334	+	176 (
	335	+	d) The Bonds shall not be issued until the Mayor receives an approving opinion from Bond
	336	+	177 Counsel
	337	+	as to the validity of the Bonds of such series and, if the interest on the Bonds is expected to
	338	+	178 be exempt from federal income taxation, the treatment of the interest on the Bonds for purposes of
	339	+	1 79 federal income taxation.
	340	+	180 Sec.
	341	+	7. Payment and security.
	342	+	181 (a) The principal of, premium, if any, and interest on, the Bonds shall be payable solely from
	343	+	182 proceeds received from the sale
	344	+	of the Bonds, income realized from the temporary investment of
	345	+	183 those proceeds, receipts and revenues realized by the District from the Loan, income realized from
	346	+	184 the temporary investment
	347	+	of those receipts and revenues prior to payment to the Bond owners, other
	348	+	185 moneys that,
	349	+	as provided in the Financing Documents, may be made available to the District for the
	350	+	8 186 payment of the Bonds, and other sources of payment (other than from the District), all as provided
	351	+	187 for in the Financing Documents.
	352	+	188 (b) Payment
	353	+	of the Bonds shall be secured as provided in the Financing Documents and by
	354	+	189 an assignment by the District for the benefit of the Bond owners of certain of its rights under the
	355	+	190 Financing Documents and Closing Documents, including a security interest in certain collateral,
	356	+	if
	357	+	191 any, to the trustee for the Bonds pursuant to the Financing Documents.
	358	+	192 ( c) The trustee is authorized to deposit, invest, and disburse the proceeds received from the
	359	+	193 sale
	360	+	of the Bonds pursuant to the Financing Documents.
	361	+	194 Sec.
	362	+	8. Financing and Closing Documents.
	363	+	195 (a) The
	364	+	Mayor is authorized to prescribe the final form and content of all Financing
	365	+	196 Documents and all Closing Documents that
	366	+	may be necessary or appropriate to issue, sell, and
	367	+	197 deliver the Bonds and to make the
	368	+	Loan to the Borrower.
	369	+	198 (b) The Mayor is authorized to execute, in the name
	370	+	of the District and on its behalf, the
	371	+	199 Financing Documents and any Closing Documents to which the District is a party
	372	+	by the Mayor's
	373	+	200 manual or facsimile signature.
	374	+	201 ( c)
	375	+	If required, the official seal of the District, or a facsimile of it, shall be impressed,
	376	+	202 printed,
	377	+	or otherwise reproduced on the Financing Documents and the Closing Documents to which
	378	+	203 the District is a party.
	379	+	204 (d) The
	380	+	Mayor's execution and delivery of the Financing Documents and the Closing
	381	+	205 Documents to which the District is a party shall constitute conclusive evidence
	382	+	of the Mayor's
	383	+	206 approval, on behalf of the District, of the final form and content of the executed Financing
	384	+	207 Documents and the executed Closing Documents.
	385	+	9 208 ( e) The Mayor is authorized to deliver the executed and sealed Financing Documents and
	386	+	209 Closing Documents, on behalf
	387	+	of the District, prior to or simultaneously with the issuance, sale, and
	388	+	210 delivery
	389	+	of the Bonds, and to ensure the due performance of the obligations of the District contained
	390	+	211 in the executed, sealed, and delivered Financing Documents and Closing Documents.
	391	+	212 Sec.
	392	+	9. Authorized delegation of authority.
	393	+	213 To the extent permitted by District and federal laws, the Mayor may delegate to any
	394	+	214 Authorized Delegate the performance
	395	+	of any function authorized to be performed by the Mayor
	396	+	215 under this resolution.
	397	+	216 Sec.
	398	+	10. Limited liability.
	399	+	21 7 (a) The Bonds shall be special obligations of the District. The Bonds shall be without
	400	+	218 recourse to the District. The Bonds shall not be general obligations
	401	+	of the District, shall not be a
	402	+	219 pledge
	403	+	of or involve the faith and credit or the taxing power of the District, shall l}.Ot constitute a
	404	+	220 debt
	405	+	of the District, and shall not constitute lending of the public credit for private undertakings as
	406	+	221 prohibited in section 602(a)(2) of the Home Rule Act.
	407	+	222 (b) The Bonds shall not give rise to any pecuniary liability
	408	+	of the District and the District
	409	+	223 shall have no obligation with respect to the purchase
	410	+	of the Bonds.
	411	+	224 (c) Nothing contained in the Bonds, in the Financing Documents, or in the Closing
	412	+	225 Documents shall create an obligation on the part
	413	+	of the District to make payments with respect to
	414	+	226 the Bonds from sources other than those listed for that purpose in section 7.
	415	+	227 ( d) The District shall have no liability for the payment of any Issuance Costs or for any
	416	+	228 transaction or event to be effected by the Financing Documents.
	417	+	229 (
	418	+	e) All covenants, obligations, and agreements of the District contained in this resolution,
	419	+	230 the Bonds, and the executed, sealed, and delivered Financing Documents and Closing Documents
	420	+	to
	421	+	10 231 which the District is a party, shall be considered to be the covenants, obligations, and agreements of
	422	+	232 the District to the fullest extent authorized by law, and each of those covenants, obligations, and
	423	+	233 agreements shall be binding upon the District, subject to the limitations set forth in this resolution.
	424	+	234 (f) No person, including, but not limited to, the Borrower and any Bond owner, shall have
	425	+	23 5 any claims against the District or any of its elected or appointed officials, officers, employees, or
	426	+	236 agents for monetary damages suffered
	427	+	as a result of the failure of the District or any of its elected or
	428	+	23 7 appointed officials, officers, employees or agents to perform any covenant, undertaking, or
	429	+	23 8 obligation under this resolution, the Bonds, the Financing Documents, or the Closing Documents,
	430	+	239 nor
	431	+	as a result of the incorrectness of any representation in or omission from the Financing
	432	+	240 Documents or the Closing Documents, unless the District or its elected or appointed officials,
	433	+	241 officers, employees, or agents have acted in a willful and fraudulent manner.
	434	+	242 Sec.
	435	+	11. District officials.
	436	+	243 (a) Except
	437	+	as otherwise provided in section l0(f), the elected or appointed officials, officers,
	438	+	244 employees, or agents
	439	+	of the District shall not be liable personally for the payment of the Bonds or be
	440	+	245 subject to any personal liability by reason
	441	+	of the issuance, sale or delivery of the Bonds, or for any
	442	+	246 representations, warranties, covenants, obligations, or agreements
	443	+	of the District contained in this
	444	+	24 7 resolution, the Bonds, the Financing Documents, or the Closing Documents.
	445	+	248 (b) The signature, countersignature, facsimile signature, or facsimile countersignature
	446	+	of
	447	+	249 any official appearing on the Bonds, the Financing Documents, or the Closing J?ocuments shall
	448	+	250 be valid and sufficient for all purposes notwithstanding the fact that the individual signatory
	449	+	251 ceases to hold that office before delivery of the Bonds, the Financing Documents, or the Closing
	450	+	252 Documents.
	451	+	253 Sec.
	452	+	12. Maintenance of documents.
	453	+	11 254 Copies of the specimen Bonds and of the final Financing Documents and Closing
	454	+	25 5 Documents shall be filed in the Office of the Secretary of the District of Columbia.
	455	+	256 Sec.
	456	+	13. Informatio'n reporting.
	457	+	257 Within three (3) days after the Mayor's receipt
	458	+	of the transcript of proceedings relating to
	459	+	25 8 the issuance of the Bonds, the Mayor shall transmit a copy of the transcript to the Secretary to the
	460	+	25 9 Council.
	461	+	260 Sec.
	462	+	14. Disclaimer.
	463	+	261 (a) The issuance of Bonds is in the discretion of the District. Nothing contained in this
	464	+	262 resolution, the Bonds, the Financing Documents, or the Closing Documents shall be construed
	465	+	as
	466	+	263 obligating the District to issue any Bonds for the benefit of the Borrower or to participate in or assist
	467	+	264 the Borrower in any way with financing, refinancing, or reimbursing the costs
	468	+	of the Project. The
	469	+	265 Borrower shall have no claims for damages or for any other legal or equitable relief against the
	470	+	266 District, its elected or appointed officials, officers, employees, or agents
	471	+	as a consequence of any
	472	+	267 failure
	473	+	to issue any Bonds for the benefit of the Borrower.
	474	+	268 (b) The District reserves the right
	475	+	to issue the Bonds in the order or priority it determines in
	476	+	269 its sole and absolute discretion. The District gives no assurance and makes no representations that
	477	+	270 any portion
	478	+	of any limited amount of bonds or other obligations, the interest on which is excludable
	479	+	2
	480	+	71 from gross income for federal income tax purposes, will be reserved or will be available at the time
	481	+	2 72
	482	+	of the proposed issuance of the Bonds.
	483	+	2
	484	+	73 ( c) The District, by adopting this resolution or by taking any other action in connection with
	485	+	274 financing, refinancing, or reimbursing costs
	486	+	of the Project, does not provide any assurance that the
	487	+	275 Project
	488	+	is viable or sound, that the Borrower is financially sound, or that amounts owing on the
	489	+	12 276 Bonds or pursuant to the Loan will be paid. Neither the Borrower, any purchaser of the Bonds, nor
	490	+	277 any other person shall rely upon the District with respect
	491	+	to these matters.
	492	+	278 Sec.
	493	+	15. Expiration.
	494	+	279
	495	+	If any Bonds are not issued, sold, and delivered to the original purchaser within three (3)
	496	+	280 years
	497	+	of the date of this resolution, the authorization provided in this resolution with respect to the
	498	+	281 issuance, sale, and delivery of the Bonds shall expire.
	499	+	282 Sec.
	500	+	16. Severability.
	501	+	283
	502	+	If any particular provision of this resolution, or the application thereof to any person or
	503	+	284 circumstance
	504	+	is held invalid, the remainder of this resolution and the application of such provision
	505	+	285 to other persons or circumstances shall not be affected thereby.
	506	+	If any action or inaction
	507	+	286 contemplated under this resolution
	508	+	is determined to be contrary to the requirements of applicable
	509	+	287 law, such action or inaction shall not be necessary for the purpose
	510	+	of issuing the Bonds, and the
	511	+	288 validity
	512	+	of the Bonds shall not be adversely affected.
	513	+	289 Sec.
	514	+	17. Compliance with public approval requirement.
	515	+	290 This approval shall constitute the approval
	516	+	of the Council as required in section 147(f) of the
	517	+	291 Internal Revenue Code of 1986, as amended, and section 490(k) of the Home Rule Act, for the
	518	+	292 Project to be financed, refinanced, or reimbursed with the proceeds
	519	+	of the Bonds. This resolution
	520	+	293 approving the issuance
	521	+	of the Bonds for the Project has been adopted by the Council after a public
	522	+	294 hearing held
	523	+	at least seven (7) days after publication of notice in a newspaper of general circulation
	524	+	295 in the District.
	525	+	296 Sec.
	526	+	18. Transmittal.
	527	+	297 The Council shall transmit a copy
	528	+	of this resolution, upon its adoption, to the Mayor.
	529	+	298 Sec.
	530	+	19. Fiscal impact statement.
	531	+	13 299 The Council adopts the fiscal impact statement of the Chief Financial Officer as
	532	+	300 the fiscal impact statement required by section 4a of the General Legislative Procedures Act of
	533	+	301 1975, approved October 16, 2006 (120 Stat. 2038; D.C. Official Code § 1-301.4 7a).
	534	+	302 · Sec.
	535	+	20. Effective date.
	536	+	303 This resolution shall take effect immediately.
	537	+	14 DC Hebrew Language Charter School
	538	+	(Sela) Revenue Bond Project
	539	+	FACT SHEET
	540	+	DC Hebrew Language Charter School Inc (Sela) has requested that the District of Columbia
	541	+	issue up to $15,000,000
	542	+	of 501(c)(3) revenue bonds, refinancing, and renovations to support
	543	+	construction projects at 6015-17 Chillum Place NE Washington, DC in Ward
	544	+	4.
	545	+	The Applicant
	546	+	Opened in 2013 in DC's Ward 4, Sela Public Charter School has a diverse student body and
	547	+	faculty that reflects the multicultural and vibrant dynamics
	548	+	of the nation's capital.
	549	+	"Global citizenship" education
	550	+	is a key school focus. It includes the development of student
	551	+	skills in communication (including learning a foreign language), collaboration, critical thinking,
	552	+	and creativity.
	553	+	It also includes an emphasis on building empathy and emotional intelligence,
	554	+	perspective taking, and learning about other cultures.
	555	+	Sela has been recognized
	556	+	as a high-performing school by the DC Public Charter School Board.
	557	+	The school offers an academically rigorous curriculum, including daily Modem Hebrew studies,
	558	+	that lead to a high level
	559	+	of language proficiency.
	560	+	Proposed Proiect
	561	+	DC Hebrew Language Public Charter School (Sela) project consists of refinancing the bridge
	562	+	loan used to purchase the existing school property and approximately $4 million in renovations. DC Hebrew Language Public Charter School (Sela)
	563	+	Fact Sheet
	564	+	February 2023
	565	+	Financing Plan
	566	+	A summary of the proposed sources and uses of funds is attached (see Table 1 ).
	567	+	Total Cost Tax-exempt Taxable Loan Equity
	568	+	Bond Proceeds
	569	+	Refinancing/Refunding $7,825,000
	570	+	Building Renovation $6,000,000
	571	+	Up-frontfees/Other $220,000 $280,000
	572	+	Issuance costs
	573	+	Contingency $955,000
	574	+	TOTAL $15,000,000 $280,000
	575	+	Feasibility/Structure/Security of the Bonds
	576	+	A commitment letter to provide a direct pay letter of credit was included in the application from
	577	+	ConnectOne, who will also serve
	578	+	as underwriter. The bonds will be repaid at a synthetically
	579	+	fixed interest rate (to be determined based on market conditions) over 25 years (with payments
	580	+	beginning one year after closing). A Bond Trustee has not been selected.
	581	+	Bonds will be a general obligation
	582	+	of DC Hebrew Language Public Charter School (Sela) and
	583	+	will be repaid primarily
	584	+	by revenues from tuition.
	585	+	Legal and Regulatory Affairs
	586	+	The law firm of Orrick, Herrington, & Sutcliffe bond counsel to the Revenue Bond Program, has
	587	+	preliminarily determined that DC Hebrew Language Public Charter School is a 501 ( c )(3)
	588	+	organization and that the project constitutes a permissible undertaking within the meaning
	589	+	of
	590	+	Section 490( a)( 1) of the District of Columbia Home Rule Act.
	591	+	The Office
	592	+	of Planning, Office of Tax and Revenue and Department of Employment Services,
	593	+	Department
	594	+	of Consumer and Regulatory Affairs have all approved the application.
	595	+	Based upon the information set forth in the application, the Revenue Bond Program staff has
	596	+	determined that the proposed project complies with criteria for approval
	597	+	of a proposed financing
	598	+	transaction through the District's Revenue Bond Program and will assist the Borrower in
	599	+	furthering its organizational mission.
	600	+	2 GOVERNMENT OF THE DISTRICT OF COLUMBIA
	601	+	OFFICE OF THE ATTORNEY GENERAL
	602	+	Commercial Division
	603	+	Tax
	604	+	& Finance Section
	605	+	*** --
	606	+	MEMORANDUM
	607	+	TO:
	608	+	FROM:
	609	+	William Liggins
	610	+	Director, Revenue Bond Program
	611	+	Office
	612	+	of the Deputy Mayor for Planning and Economic Development
	613	+	Patrick Allen
	614	+	Senior Assistant Attorney General
	615	+	Commercial Division
	616	+	DATE: February 23, 2023
	617	+	SUBJECT: Legal Sufficiency Certification
	618	+	of the "D.C. Hebrew Language Charter
	619	+	School d/b/a Sela Public Charter School Revenue Bonds Project Approval
	620	+	Resolution
	621	+	of 2023 ".
	622	+	This is to certify that the Office
	623	+	of the Attorney General has reviewed the above
	624	+	referenced resolution and found it to be legally sufficient.
	625	+	If you have any questions in
	626	+	this regard, please do not hesitate to call me at (202) 724-7754.
	627	+	Patrick Allen
	628	+	Senior Assistant Attorney General 2
	629	+
	630	+	(3) “Bonds” means the District of Columbia revenue bonds, notes, or other 31
	631	+	obligations (including refunding bonds, notes, and other obligations), in one or more series, 32
	632	+	authorized to be issued pursuant to this resolution. 33
	633	+	(4) “Borrower” means the owner, operator, manager and user of the assets 34
	634	+	financed, refinanced, or reimbursed with proceeds from the Bonds, which shall be D.C. Hebrew 35
	635	+	Language Charter School d/b/a Sela Public Charter School, Inc., a corporation organized under 36
	636	+	the laws of the District of Columbia, which is exempt from federal income taxes under 26 U.S.C 37
	637	+	§ 501(a) as an organization described in 26 U.S.C. § 501(c)(3), and which is liable for the 38
	638	+	repayment of the Bonds. 39
	639	+	(5) “Closing Documents” means all documents and agreements other than 40
	640	+	Financing Documents that may be necessary and appropriate to issue, sell, and deliver the Bonds 41
	641	+	and to make the Loan contemplated thereby, and includes agreements, certificates, letters, opinions, 42
	642	+	forms, receipts, and other similar instruments. 43
	643	+	(6) "District" means the District of Columbia. 44
	644	+	(7) “Financing Documents” means the documents other than Closing Documents 45
	645	+	that relate to the financing or refinancing of transactions to be effected through the issuance, sale, 46
	646	+	and delivery of the Bonds and the making of the Loan, including any offering document, and any 47
	647	+	required supplements to any such documents. 48
	648	+	(8) “Home Rule Act” means the District of Columbia Home Rule Act, approved 49
	649	+	December 24, 1973 (87 Stat. 774; D.C. Official Code § 1- 201.01 et seq.). 50
	650	+	(9) “Issuance Costs” means all fees, costs, charges, and expenses paid or incurred 51
	651	+	in connection with the authorization, preparation, printing, issuance, sale, and delivery of the Bonds 52
	652	+	and the making of the Loan, including, but not limited to, underwriting, legal, accounting, rating 53 3
	653	+
	654	+	agency, and all other fees, costs, charges, and expenses incurred in connection with the development 54
	655	+	and implementation of the Financing Documents, the Closing Documents, and those other 55
	656	+	documents necessary or appropriate in connection with the authorization, preparation, printing, 56
	657	+	issuance, sale, marketing, and delivery of the Bonds and the making of the Loan contemplated 57
	658	+	thereby, together with financing fees, costs, and expenses, including program fees and 58
	659	+	administrative fees charged by the District, fees paid to financial institutions and insurance 59
	660	+	companies, initial letter of credit fees (if any), compensation to financial advisors and other persons 60
	661	+	(other than full-time employees of the District) and entities performing services on behalf of or as 61
	662	+	agents for the District. 62
	663	+	(10) “Loan” means the District’s lending of proceeds from the sale, in one or more 63
	664	+	series, of the Bonds to the Borrower. 64
	665	+	(11) “Project” means the financing, refinancing or reimbursing of all or a portion of 65
	666	+	the Borrower's costs of: 66
	667	+	(A) refinancing of certain existing indebtedness, the proceeds of which were 67
	668	+	used to finance or refinance the costs of the acquisition of the Borrower’s approximately 12,269 68
	669	+	square foot public charter school facility located 6015-17 Chillum Place, N.E., Washington, D.C., 69
	670	+	together with associated parking facilities and other property, real and personal, associated 70
	671	+	therewith (the “Facility”); 71
	672	+	(B) funding the renovation, fit -out, equipping and development of the 72
	673	+	Facility; 73
	674	+	(C) funding certain working capital costs, to the extent financeable relating 74
	675	+	to the Bonds; 75 4
	676	+
	677	+	(D) funding any credit enhancement costs, liquidity costs, capitalized 76
	678	+	interest, or debt service reserve fund relating to the Bonds; and 77
	679	+	(E) paying allowable Issuance Costs. 78
	680	+	Sec. 3. Findings. 79
	681	+	The Council finds that: 80
	682	+	(1) Section 490 of the Home Rule Act provides that the Council may by resolution 81
	683	+	authorize the issuance of District revenue bonds, notes, or other obligations (including refunding 82
	684	+	bonds, notes, or other obligations) to borrow money to finance, refinance, or reimburse and to assist 83
	685	+	in the financing, refinancing, or reimbursing of undertakings in certain areas designated in section 84
	686	+	490 and may effect the financing, refinancing, or reimbursement by loans made directly or 85
	687	+	indirectly to any individual or legal entity, by the purchase of any mortgage, note, or other security, 86
	688	+	or by the purchase, lease, or sale of any property. 87
	689	+	(2) The Borrower has requested the District to issue, sell, and deliver revenue 88
	690	+	bonds, in one or more series, in an aggregate principal amount not to exceed $15 million, and to 89
	691	+	make the Loan for the purpose of financing, refinancing, or reimbursing costs of the Project. 90
	692	+	(3) The Project is located in the District and will contribute to the health, education, 91
	693	+	safety, or welfare of, or the creation or preservation of jobs for, residents of the District, or to 92
	694	+	economic development of the District. 93
	695	+	(4) The Project is an undertaking in the area of elementary, secondary and college 94
	696	+	and university facilities within the meaning of section 490 of the Home Rule Act. 95
	697	+	(5) The authorization, issuance, sale, and delivery of the Bonds and the Loan to the 96
	698	+	Borrower are desirable, are in the public interest, will promote the purpose and intent of section 490 97
	699	+	of the Home Rule Act, and will assist the Project. 98 5
	700	+
	701	+	Sec. 4. Bond authorization. 99
	702	+	(a) The Mayor is authorized pursuant to the Home Rule Act and this resolution to assist in 100
	703	+	financing, refinancing, or reimbursing the costs of the Project by: 101
	704	+	(1) The issuance, sale, and delivery of the Bonds, in one or more series, in an 102
	705	+	aggregate principal amount not to exceed $15 million; and 103
	706	+	(2) The making of the Loan. 104
	707	+	(b) The Mayor is authorized to make the Loan to the Borrower for the purpose of financing, 105
	708	+	refinancing, or reimbursing the costs of the Project and establishing any fund with respect to the 106
	709	+	Bonds as required by the Financing Documents. 107
	710	+	(c) The Mayor may charge a program fee to the Borrower, including, but not limited to, an 108
	711	+	amount sufficient to cover costs and expenses incurred by the District in connection with the 109
	712	+	issuance, sale, and delivery of each series of the Bonds, the District’s participation in the monitoring 110
	713	+	of the use of the Bond proceeds and compliance with any public benefit agreements with the 111
	714	+	District, and maintaining official records of each bond transaction and assisting in the redemption, 112
	715	+	repurchase, and remarketing of the Bonds. 113
	716	+	(d) The Bond authorization set forth in this r esolution includes the authorization to issue 114
	717	+	refunding Bonds to refinance any Bonds previously issued under this r esolution to finance the 115
	718	+	Project; provided, that the maximum principal amount of Bonds outstanding at any time does not 116
	719	+	exceed the maximum principal amount of Bonds authorized hereunder. 117
	720	+	Sec. 5. Bond details. 118
	721	+	(a) The Mayor and each Authorized Delegate is authorized to take any action reasonably 119
	722	+	necessary or appropriate in accordance with this resolution in connection with the preparation, 120
	723	+	execution, issuance, sale, delivery, security for, and payment of the Bonds of each series, including, 121 6
	724	+
	725	+	but not limited to, determinations of: 122
	726	+	(1) The final form, content, designation, and terms of the Bonds, including a 123
	727	+	determination that the Bonds may be issued in certificated or book- entry form; 124
	728	+	(2) The principal amount of the Bonds to be issued and denominations of the 125
	729	+	Bonds; 126
	730	+	(3) The rate or rates of interest or the method for determining the rate or rates of 127
	731	+	interest on the Bonds; 128
	732	+	(4) The date or dates of issuance, sale, and delivery of, and the payment of interest 129
	733	+	on the Bonds, and the maturity date or dates of the Bonds; 130
	734	+	(5) The terms under which the Bonds may be paid, optionally or mandatorily 131
	735	+	redeemed, accelerated, tendered, called, or put for redemption, repurchase, or remarketing before 132
	736	+	their respective stated maturities; 133
	737	+	(6) Provisions for the registration, transfer, and exchange of the Bonds and the 134
	738	+	replacement of mutilated, lost, stolen, or destroyed Bonds; 135
	739	+	(7) The creation of any reserve fund, sinking fund, or other fund with respect to the 136
	740	+	Bonds; 137
	741	+	(8) The time and place of payment of the Bonds; 138
	742	+	(9) Procedures for monitoring the use of the proceeds received from the sale of the 139
	743	+	Bonds to ensure that the proceeds are properly applied to the Project and used to accomplish the 140
	744	+	purposes of the Home Rule Act and this resolution; 141
	745	+	(10) Actions necessary to qualify the Bonds under blue sky laws of any jurisdiction 142
	746	+	where the Bonds are marketed; and 143 7
	747	+
	748	+	(11) The terms and types of credit enhancement under which the Bonds may be 144
	749	+	secured. 145
	750	+	(b) The Bonds shall contain a legend, which shall provide that the Bonds are special 146
	751	+	obligations of the District, are without recourse to the District, are not a pledge of, and do not 147
	752	+	involve the faith and credit or the taxing power of the District, do not constitute a debt of the 148
	753	+	District, and do not constitute lending of the public credit for private undertakings as prohibited in 149
	754	+	section 602(a)(2) of the Home Rule Act. 150
	755	+	(c) The Bonds shall be executed in the name of the District and on its behalf by the manual 151
	756	+	or facsimile signature of the Mayor, and attested by the Secretary of the District of Columbia by the 152
	757	+	Secretary of the District of Columbia’s manual or facsimile signature. The Mayor’s execution and 153
	758	+	delivery of the Bonds shall constitute conclusive evidence of the Mayor’s approval, on behalf of the 154
	759	+	District, of the final form and content of the Bonds. 155
	760	+	(d) The official seal of the District, or a facsimile of it, shall be impressed, printed, or 156
	761	+	otherwise reproduced on the Bonds. 157
	762	+	(e) The Bonds of any series may be issued in accordance with the terms of a trust instrument 158
	763	+	to be entered into by the District and a trustee to be selected by the Borrower subject to the approval 159
	764	+	of the Mayor, and may be subject to the terms of one or more agreements entered into by the Mayor 160
	765	+	pursuant to section 490(a)(4) of the Home Rule Act. 161
	766	+	(f) The Bonds may be issued at any time or from time to time in one or more issues and in 162
	767	+	one or more series. 163
	768	+	Sec. 6. Sale of the Bonds. 164 8
	769	+
	770	+	(a) The Bonds of any series may be sold at negotiated or competitive sale at, above, or 165
	771	+	below par, to one or more persons or entities, and upon terms that the Mayor considers to be in the 166
	772	+	best interest of the District. 167
	773	+	(b) The Mayor or an Authorized Delegate may execute, in connection with each sale of the 168
	774	+	Bonds, offering documents on behalf of the District, may deem final any such offering document on 169
	775	+	behalf of the District for purposes of compliance with federal laws and regulations governing such 170
	776	+	matters and may authorize the distribution of the documents in connection with the sale of the 171
	777	+	Bonds. 172
	778	+	(c) The Mayor is authorized to deliver the executed and sealed Bonds, on behalf of the 173
	779	+	District, for authentication, and, after the Bonds have been authenticated, to deliver the Bonds to the 174
	780	+	original purchasers of the Bonds upon payment of the purchase price. 175
	781	+	(d) The Bonds shall not be issued until the Mayor receives an approving opinion from Bond 176
	782	+	Counsel as to the validity of the Bonds of such series and, if the interest on the Bonds is expected to 177
	783	+	be exempt from federal income taxation, the treatment of the interest on the Bonds for purposes of 178
	784	+	federal income taxation. 179
	785	+	Sec. 7. Payment and security. 180
	786	+	(a) The principal of, premium, if any, and interest on, the Bonds shall be payable solely from 181
	787	+	proceeds received from the sale of the Bonds, income realized from the temporary investment of 182
	788	+	those proceeds, receipts and revenues realized by the District from the Loan, income realized from 183
	789	+	the temporary investment of those receipts and revenues prior to payment to the Bond owners, other 184
	790	+	moneys that, as provided in the Financing Documents, may be made available to the District for the 185 9
	791	+
	792	+	payment of the Bonds, and other sources of payment (other than from the District), all as provided 186
	793	+	for in the Financing Documents. 187
	794	+	(b) Payment of the Bonds shall be secured as provided in the Financing Documents and by 188
	795	+	an assignment by the District for the benefit of the Bond owners of certain of its rights under the 189
	796	+	Financing Documents and Closing Documents, including a security interest in certain collateral, if 190
	797	+	any, to the trustee for the Bonds pursuant to the Financing Documents. 191
	798	+	(c) The trustee is authorized to deposit, invest, and disburse the proceeds received from the 192
	799	+	sale of the Bonds pursuant to the Financing Documents. 193
	800	+	Sec. 8. Financing and Closing Documents. 194
	801	+	(a) The Mayor is authorized to prescribe the final form and content of all Financing 195
	802	+	Documents and all Closing Documents that may be necessary or appropriate to issue, sell, and 196
	803	+	deliver the Bonds and to make the Loan to the Borrower. 197
	804	+	(b) The Mayor is authorized to execute, in the name of the District and on its behalf, the 198
	805	+	Financing Documents and any Closing Documents to which the District is a party by the Mayor’s 199
	806	+	manual or facsimile signature. 200
	807	+	(c) If required, the official seal of the District, or a facsimile of it, shall be impressed, 201
	808	+	printed, or otherwise reproduced on the Financing Documents and the Closing Documents to which 202
	809	+	the District is a party. 203
	810	+	(d) The Mayor’s execution and delivery of the Financing Documents and the Closing 204
	811	+	Documents to which the District is a party shall constitute conclusive evidence of the Mayor’s 205
	812	+	approval, on behalf of the District, of the final form and content of the executed Financing 206
	813	+	Documents and the executed Closing Documents. 207 10
	814	+
	815	+	(e) The Mayor is authorized to deliver the executed and sealed Financing Documents and 208
	816	+	Closing Documents, on behalf of the District, prior to or simultaneously with the issuance, sale, and 209
	817	+	delivery of the Bonds, and to ensure the due performance of the obligations of the District contained 210
	818	+	in the executed, sealed, and delivered Financing Documents and Closing Documents. 211
	819	+	Sec. 9. Authorized delegation of authority. 212
	820	+	To the extent permitted by District and federal laws, the Mayor may delegate to any 213
	821	+	Authorized Delegate the performance of any function authorized to be performed by the Mayor 214
	822	+	under this resolution. 215
	823	+	Sec. 10. Limited liability. 216
	824	+	(a) The Bonds shall be special obligations of the District. The Bonds shall be without 217
	825	+	recourse to the District. The Bonds shall not be general obligations of the District, shall not be a 218
	826	+	pledge of or involve the faith and credit or the taxing power of the District, shall not constitute a 219
	827	+	debt of the District, and shall not constitute lending of the public credit for private undertakings as 220
	828	+	prohibited in section 602(a)(2) of the Home Rule Act. 221
	829	+	(b) The Bonds shall not give rise to any pecuniary liability of the District and the District 222
	830	+	shall have no obligation with respect to the purchase of the Bonds. 223
	831	+	(c) Nothing contained in the Bonds, in the Financing Documents, or in the Closing 224
	832	+	Documents shall create an obligation on the part of the District to make payments with respect to 225
	833	+	the Bonds from sources other than those listed for that purpose in section 7. 226
	834	+	(d) The District shall have no liability for the payment of any Issuance Costs or for any 227
	835	+	transaction or event to be effected by the Financing Documents. 228
	836	+	(e) All covenants, obligations, and agreements of the District contained in this resolution, 229
	837	+	the Bonds, and the executed, sealed, and delivered Financing Documents and Closing Documents to 230 11
	838	+
	839	+	which the District is a party, shall be considered to be the covenants, obligations, and agreements of 231
	840	+	the District to the fullest extent authorized by law, and each of those covenants, obligations, and 232
	841	+	agreements shall be binding upon the District, subject to the limitations set forth in this resolution. 233
	842	+	(f) No person, including, but not limited to, the Borrower and any Bond owner, shall have 234
	843	+	any claims against the District or any of its elected or appointed officials, officers, employees, or 235
	844	+	agents for monetary damages suffered as a result of the failure of the District or any of its elected or 236
	845	+	appointed officials, officers, employees or agents to perform any covenant, undertaking, or 237
	846	+	obligation under this resolution, the Bonds, the Financing Documents, or the Closing Documents, 238
	847	+	nor as a result of the incorrectness of any representation in or omission from the Financing 239
	848	+	Documents or the Closing Documents, unless the District or its elected or appointed officials, 240
	849	+	officers, employees, or agents have acted in a willful and fraudulent manner. 241
	850	+	Sec. 11. District officials. 242
	851	+	(a) Except as otherwise provided in section 10(f), the elected or appointed officials, officers, 243
	852	+	employees, or agents of the District shall not be liable personally for the payment of the Bonds or be 244
	853	+	subject to any personal liability by reason of the issuance, sale or delivery of the Bonds, or for any 245
	854	+	representations, warranties, covenants, obligations, or agreements of the District contained in this 246
	855	+	resolution, the Bonds, the Financing Documents, or the Closing Documents. 247
	856	+	(b) The signature, countersignature, facsimile signature, or facsimile countersignature of 248
	857	+	any official appearing on the Bonds, the Financing Documents, or the Closing Documents shall 249
	858	+	be valid and sufficient for all purposes notwithstanding the fact that the individual signatory 250
	859	+	ceases to hold that office before delivery of the Bonds, the Financing Documents, or the Closing 251
	860	+	Documents. 252
	861	+	Sec. 12. Maintenance of documents. 253 12
	862	+
	863	+	Copies of the specimen Bonds and of the final Financing Documents and Closing 254
	864	+	Documents shall be filed in the Office of the Secretary of the District of Columbia. 255
	865	+	Sec. 13. Information reporting. 256
	866	+	Within three (3) days after the Mayor’s receipt of the transcript of proceedings relating to 257
	867	+	the issuance of the Bonds, the Mayor shall transmit a copy of the transcript to the Secretary to the 258
	868	+	Council. 259
	869	+	Sec. 14. Disclaimer. 260
	870	+	(a) The issuance of Bonds is in the discretion of the District. Nothing contained in this 261
	871	+	resolution, the Bonds, the Financing Documents, or the Closing Documents shall be construed as 262
	872	+	obligating the District to issue any Bonds for the benefit of the Borrower or to participate in or assist 263
	873	+	the Borrower in any way with financing, refinancing, or reimbursing the costs of the Project. The 264
	874	+	Borrower shall have no claims for damages or for any other legal or equitable relief against the 265
	875	+	District, its elected or appointed officials, officers, employees, or agents as a consequence of any 266
	876	+	failure to issue any Bonds for the benefit of the Borrower. 267
	877	+	(b) The District reserves the right to issue the Bonds in the order or priority it determines in 268
	878	+	its sole and absolute discretion. The District gives no assurance and makes no representations that 269
	879	+	any portion of any limited amount of bonds or other obligations, the interest on which is excludable 270
	880	+	from gross income for federal income tax purposes, will be reserved or will be available at the time 271
	881	+	of the proposed issuance of the Bonds. 272
	882	+	(c) The District, by adopting this resolution or by taking any other action in connection with 273
	883	+	financing, refinancing, or reimbursing costs of the Project, does not provide any assurance that the 274
	884	+	Project is viable or sound, that the Borrower is financially sound, or that amounts owing on the 275 13
	885	+
	886	+	Bonds or pursuant to the Loan will be paid. Neither the Borrower, any purchaser of the Bonds, nor 276
	887	+	any other person shall rely upon the District with respect to these matters. 277
	888	+	Sec. 15. Expiration. 278
	889	+	If any Bonds are not issued, sold, and delivered to the original purchaser within three (3) 279
	890	+	years of the date of this resolution, the authorization provided in this resolution with respect to the 280
	891	+	issuance, sale, and delivery of the Bonds shall expire. 281
	892	+	Sec. 16. Severability. 282
	893	+	If any particular provision of this resolution, or the application thereof to any person or 283
	894	+	circumstance is held invalid, the remainder of this resolution and the application of such provision 284
	895	+	to other persons or circumstances shall not be affected thereby. If any action or inaction 285
	896	+	contemplated under this resolution is determined to be contrary to the requirements of applicable 286
	897	+	law, such action or inaction shall not be necessary for the purpose of issuing the Bonds, and the 287
	898	+	validity of the Bonds shall not be adversely affected. 288
	899	+	Sec. 17. Compliance with public approval requirement. 289
	900	+	This approval shall constitute the approval of the Council as required in section 147(f) of the 290
	901	+	Internal Revenue Code of 1986, as amended, and section 490(k) of the Home Rule Act, for the 291
	902	+	Project to be financed, refinanced, or reimbursed with the proceeds of the Bonds. This resolution 292
	903	+	approving the issuance of the Bonds for the Project has been adopted by the Council after a public 293
	904	+	hearing held at least seven (7) days after publication of notice in a newspaper of general circulation 294
	905	+	in the District. 295
	906	+	Sec. 18. Transmittal. 296
	907	+	The Council shall transmit a copy of this resolution, upon its adoption, to the Mayor. 297
	908	+	Sec. 19. Fiscal impact statement. 298 14
	909	+
	910	+	The Council adopts the fiscal impact statement of the Chief Financial Officer as 299
	911	+	the fiscal impact statement required by section 4a of the General Legislative Procedures Act of 300
	912	+	1975, approved October 16, 2006 (120 Stat. 2038; D.C. Official Code § 1- 301.47a).
	913	+	301
	914	+	Sec. 20. Effective date. 302
	915	+	This resolution shall take effect immediately. 303 DC Hebrew Language Charter School
	916	+	(Sela) Revenue Bond Project
	917	+
	918	+
	919	+	FACT SHEET
	920	+
	921	+	DC Hebrew Language Charter School Inc (Sela) has requested that the District of Colum bia
	922	+	issue up to $15,000,000 of 501(c)(3) revenue bonds, refinancing, and renovations to support
	923	+	construction projects at 6 015-17 Chillum Place NE Washington, DC in Ward 4.
	924	+
	925	+	The Applicant
	926	+
	927	+	Opened in 2013 in DC’s Ward 4, Sela Public Charter School has a diverse student body and
	928	+	faculty that reflects the multicultural and vibrant dynamics of the nation’s capital.
	929	+
	930	+	"Global citizenship" education is a key school focus. It includes the development of student
	931	+	skills in communication (including learning a foreign language), collaboration, critical thinking,
	932	+	and creativity. It also includes an emphasis on building empathy and emotional intelligence,
	933	+	perspective taking, and learning about other cultures.
	934	+
	935	+	Sela has been recognized as a high-performing school by the DC Public Charter School Board.
	936	+	The school offers an academically rigorous curriculum, including daily Modern Hebrew studies,
	937	+	that lead to a high level of language proficiency.
	938	+
	939	+
	940	+	Proposed Project
	941	+
	942	+	DC Hebrew Language Public Charter School (Sela) project consists of refinancing the bridge
	943	+	loan used to purchase the existing school property and approximately $ 4 million in renovations.
2	944
3	945
4	946
5		-	1
6		-
7		-	A RESOLUTION
8		-
9		-	25-152
10		-
11		-	IN THE COUNCIL OF THE DISTRICT OF COLUMBIA
12		-
13		-	June 6, 2023
14		-
15		-
16		-	To authorize and provide for the issuance, sale, and delivery in an aggregate principal amount not to
17		-	exceed $15 million of District of Columbia revenue bonds in one or more series and to
18		-	authorize and provide for the loan of the proceeds of such bonds to assist D.C. Hebrew
19		-	Language Charter School d/b/a Sela Public Charter School in the financing, refinancing,
20		-	or reimbursing of costs associated with an authorized project pursuant to section 490 of the
21		-	District of Columbia Home Rule Act.
22		-
23		-	RESOLVED, BY THE COUNCIL OF THE DISTRICT OF COLUMBIA, That this
24		-	resolution may be cited as the "D.C. Hebrew Language Charter School d/b/a Sela Public Charter
25		-	School Revenue Bonds Project Approval Resolution of 2023".
26		-
27		-	Sec. 2. Definitions.
28		-	For the purpose of this resolution, the term:
29		-	(1) “Authorized Delegate” means the Mayor or the Deputy Mayor for Planning and
30		-	Economic Development, or any officer or employee of the Executive Office of the Mayor to whom
31		-	the Mayor has delegated or to whom the foregoing individuals have subdelegated any of the
32		-	Mayor’s functions under this resolution pursuant to section 422(6) of the Home Rule Act.
33		-	(2) “Bond Counsel” means a firm or firms of attorneys designated as bond counsel
34		-	from time to time by the Mayor.
35		-	(3) “Bonds” means the District of Columbia revenue bonds, notes, or other
36		-	obligations (including refunding bonds, notes, and other obligations), in one or more series,
37		-	authorized to be issued pursuant to this resolution.
38		-	(4) “Borrower” means the owner, operator, manager, and user of the assets
39		-	financed, refinanced, or reimbursed with proceeds from the Bonds, which shall be D.C. Hebrew
40		-	Language Charter School d/b/a Sela Public Charter School, Inc., a corporation organized under
41		-	the laws of the District of Columbia, which is exempt from federal income taxes under 26 U.S.C
42		-	§ 501(a) as an organization described in 26 U.S.C. § 501(c)(3), and which is liable for the
43		-	repayment of the Bonds.
44		-	(5) “Closing Documents” means all documents and agreements other than
45		-	Financing Documents that may be necessary and appropriate to issue, sell, and deliver the Bonds
46		-	and to make the Loan contemplated thereby, and includes agreements, certificates, letters, opinions,
47		-	forms, receipts, and other similar instruments. ENROLLED ORIGINAL
48	947
49	948
50	949
51		-	2
52		-
53		-	(6) "District" means the District of Columbia.
54		-	(7) “Financing Documents” means the documents other than Closing Documents
55		-	that relate to the financing or refinancing of transactions to be effected through the issuance, sale,
56		-	and delivery of the Bonds and the making of the Loan, including any offering document, and any
57		-	required supplements to any such documents.
58		-	(8) “Home Rule Act” means the District of Columbia Home Rule Act, approved
59		-	December 24, 1973 (87 Stat. 774; D.C. Official Code § 1-201.01 et seq.).
60		-	(9) “Issuance Costs” means all fees, costs, charges, and expenses paid or incurred
61		-	in connection with the authorization, preparation, printing, issuance, sale, and delivery of the Bonds
62		-	and the making of the Loan, including, but not limited to, underwriting, legal, accounting, rating
63		-	agency, and all other fees, costs, charges, and expenses incurred in connection with the development
64		-	and implementation of the Financing Documents, the Closing Documents, and those other
65		-	documents necessary or appropriate in connection with the authorization, preparation, printing,
66		-	issuance, sale, marketing, and delivery of the Bonds and the making of the Loan contemplated
67		-	thereby, together with financing fees, costs, and expenses, including program fees and
68		-	administrative fees charged by the District, fees paid to financial institutions and insurance
69		-	companies, initial letter of credit fees (if any), compensation to financial advisors and other persons
70		-	(other than full-time employees of the District) and entities performing services on behalf of or as
71		-	agents for the District.
72		-	(10) “Loan” means the District’s lending of proceeds from the sale, in one or more
73		-	series, of the Bonds to the Borrower.
74		-	(11) “Project” means the financing, refinancing, or reimbursing of all or a portion of
75		-	the Borrower's costs of:
76		-	(A) Refinancing of certain existing indebtedness, the proceeds of which were
77		-	used to finance or refinance the costs of the acquisition of the Borrower’s approximately 12,269
78		-	square foot public charter school facility located 6015-17 Chillum Place, N.E., Washington, D.C.,
79		-	together with associated parking facilities and other property, real and personal, associated
80		-	therewith (“Facility”);
81		-	(B) Funding the renovation, fit-out, equipping, and development of the
82		-	Facility;
83		-	(C) Funding certain working capital costs, to the extent financeable relating
84		-	to the Bonds;
85		-	(D) Funding any credit enhancement costs, liquidity costs, capitalized
86		-	interest, or debt service reserve fund relating to the Bonds; and
87		-	(E) Paying allowable Issuance Costs.
88		-
89		-	Sec. 3. Findings.
90		-	The Council finds that:
91		-	(1) Section 490 of the Home Rule Act provides that the Council may by resolution
92		-	authorize the issuance of District revenue bonds, notes, or other obligations (including refunding
93		-	bonds, notes, or other obligations) to borrow money to finance, refinance, or reimburse and to assist ENROLLED ORIGINAL
94	950
95	951
96	952
97		-	3
98	953
99		-	in the financing, refinancing, or reimbursing of undertakings in certain areas designated in section
100		-	490 and may effect the financing, refinancing, or reimbursement by loans made directly or
101		-	indirectly to any individual or legal entity, by the purchase of any mortgage, note, or other security,
102		-	or by the purchase, lease, or sale of any property.
103		-	(2) The Borrower has requested the District to issue, sell, and deliver revenue
104		-	bonds, in one or more series, in an aggregate principal amount not to exceed $15 million and to
105		-	make the Loan for the purpose of financing, refinancing, or reimbursing costs of the Project.
106		-	(3) The Project is located in the District and will contribute to the health, education,
107		-	safety, or welfare of, or the creation or preservation of jobs for, residents of the District, or to
108		-	economic development of the District.
109		-	(4) The Project is an undertaking in the area of elementary, secondary and college
110		-	and university facilities within the meaning of section 490 of the Home Rule Act.
111		-	(5) The authorization, issuance, sale, and delivery of the Bonds and the Loan to the
112		-	Borrower are desirable, are in the public interest, will promote the purpose and intent of section 490
113		-	of the Home Rule Act, and will assist the Project.
114	954
115		-	Sec. 4. Bond authorization.
116		-	(a) The Mayor is authorized pursuant to the Home Rule Act and this resolution to assist in
117		-	financing, refinancing, or reimbursing the costs of the Project by:
118		-	(1) The issuance, sale, and delivery of the Bonds, in one or more series, in an
119		-	aggregate principal amount not to exceed $15 million; and
120		-	(2) The making of the Loan.
121		-	(b) The Mayor is authorized to make the Loan to the Borrower for the purpose of financing,
122		-	refinancing, or reimbursing the costs of the Project and establishing any fund with respect to the
123		-	Bonds as required by the Financing Documents.
124		-	(c) The Mayor may charge a program fee to the Borrower, including, but not limited to, an
125		-	amount sufficient to cover costs and expenses incurred by the District in connection with the
126		-	issuance, sale, and delivery of each series of the Bonds, the District’s participation in the monitoring
127		-	of the use of the Bond proceeds and compliance with any public benefit agreements with the
128		-	District, and maintaining official records of each bond transaction and assisting in the redemption,
129		-	repurchase, and remarketing of the Bonds.
130		-	(d) The Bond authorization set forth in this resolution includes the authorization to issue
131		-	refunding Bonds to refinance any Bonds previously issued under this resolution to finance the
132		-	Project; provided, that the maximum principal amount of Bonds outstanding at any time does not
133		-	exceed the maximum principal amount of Bonds authorized under this resolution.
	955	+	DC Hebrew Language Public Charter School (Sela)
	956	+	Fact Sheet
	957	+	February 2023
134	958
135		-	Sec. 5. Bond details.
136		-	(a) The Mayor and each Authorized Delegate is authorized to take any action reasonably
137		-	necessary or appropriate in accordance with this resolution in connection with the preparation,
138		-	execution, issuance, sale, delivery, security for, and payment of the Bonds of each series, including, ENROLLED ORIGINAL
	959	+
	960	+	2
	961	+	Financing Plan
	962	+
	963	+	A summary of the pro posed sources and uses of funds is attached (see Table 1).
	964	+
	965	+	Total Cost Tax-exempt
	966	+	Bond Proceeds
	967	+	Taxable Loan Equity
	968	+	Refinancing/Refunding $7,825,000
	969	+	Building Renovation $6,000,000
	970	+	Up-frontfees/Other
	971	+	Issuance costs
	972	+	$220,000 $280,000
	973	+	Contingency $955,000
	974	+	TOTAL $15,000,000 $280,000
	975	+
	976	+
	977	+	Feasibility/Structure/Security of the Bonds
	978	+
	979	+	A commitment letter to provide a direct pay letter of credit was included in the application from
	980	+	ConnectOne, who will also serve as underwriter. The bonds will be repaid at a synthetically
	981	+	fixed interest rate (to be determined based on market conditions) over 25 years (with payments
	982	+	beginning one year after closing). A Bond Trustee has not been selected.
	983	+
	984	+	Bonds will be a general obligation of DC He brew Language Public Charter School (Sela) and
	985	+	will be repaid primarily by revenues from tuition .
	986	+
	987	+
	988	+	Legal and Regulatory Affairs
	989	+
	990	+	The law firm of Orrick , Herrington, & Sutcliffe bond counsel to the Revenue Bond Progra m, has
	991	+	preliminarily determined that DC He brew Language Public Charter School is a 501(c)(3)
	992	+	organization and that the project constitutes a permissible undertaking within the meaning of
	993	+	Section 490(a)(1) of the District of Columbia Home Rule Act.
	994	+
	995	+	The Office of Planning, Office of Tax and Revenue and Department of Employment Services,
	996	+	Department of Consumer and Regulatory Aff airs have all approved the application.
	997	+
	998	+	Based upon the information set forth in the application, the Reve nue Bond Program staff has
	999	+	determined that the proposed project complies with criteria for approval of a proposed financing
	1000	+	transaction through the District’s Revenue Bond Program and will assist the Borrower in
	1001	+	furthering its organizational mission.
	1002	+	GOVERNMENT OF THE DISTRICT OF COLUMBIA
	1003	+	OFFICE OF THE ATTORNEY GENERAL
139	1004
140	1005
141	1006
142		-	4
	1007	+	Commercial Division
143	1008
144		-	but not limited to, determinations of:
145		-	(1) The final form, content, designation, and terms of the Bonds, including a
146		-	determination that the Bonds may be issued in certificated or book-entry form;
147		-	(2) The principal amount of the Bonds to be issued and denominations of the
148		-	Bonds;
149		-	(3) The rate or rates of interest or the method for determining the rate or rates of
150		-	interest on the Bonds;
151		-	(4) The date or dates of issuance, sale, and delivery of, and the payment of interest
152		-	on the Bonds, and the maturity date or dates of the Bonds;
153		-	(5) The terms under which the Bonds may be paid, optionally or mandatorily
154		-	redeemed, accelerated, tendered, called, or put for redemption, repurchase, or remarketing before
155		-	their respective stated maturities;
156		-	(6) Provisions for the registration, transfer, and exchange of the Bonds and the
157		-	replacement of mutilated, lost, stolen, or destroyed Bonds;
158		-	(7) The creation of any reserve fund, sinking fund, or other fund with respect to the
159		-	Bonds;
160		-	(8) The time and place of payment of the Bonds;
161		-	(9) Procedures for monitoring the use of the proceeds received from the sale of the
162		-	Bonds to ensure that the proceeds are properly applied to the Project and used to accomplish the
163		-	purposes of the Home Rule Act and this resolution;
164		-	(10) Actions necessary to qualify the Bonds under blue sky laws of any jurisdiction
165		-	where the Bonds are marketed; and
166		-	(11) The terms and types of credit enhancement under which the Bonds may be
167		-	secured.
168		-	(b) The Bonds shall contain a legend, which shall provide that the Bonds are special
169		-	obligations of the District, are without recourse to the District, are not a pledge of, and do not
170		-	involve the faith and credit or the taxing power of the District, do not constitute a debt of the
171		-	District, and do not constitute lending of the public credit for private undertakings as prohibited in
172		-	section 602(a)(2) of the Home Rule Act.
173		-	(c) The Bonds shall be executed in the name of the District and on its behalf by the manual
174		-	or facsimile signature of the Mayor and attested by the Secretary of the District of Columbia by the
175		-	Secretary of the District of Columbia’s manual or facsimile signature. The Mayor’s execution and
176		-	delivery of the Bonds shall constitute conclusive evidence of the Mayor’s approval, on behalf of the
177		-	District, of the final form and content of the Bonds.
178		-	(d) The official seal of the District, or a facsimile of it, shall be impressed, printed, or
179		-	otherwise reproduced on the Bonds.
180		-	(e) The Bonds of any series may be issued in accordance with the terms of a trust instrument
181		-	to be entered into by the District and a trustee to be selected by the Borrower subject to the approval
182		-	of the Mayor and may be subject to the terms of one or more agreements entered into by the Mayor
183		-	pursuant to section 490(a)(4) of the Home Rule Act. ENROLLED ORIGINAL
	1009	+	Tax & Finance Section
184	1010
185	1011
	1012	+	MEMORANDUM
	1013	+	TO: William Liggins
	1014	+	Director, Revenue Bond Program
	1015	+	Office of the Deputy Mayor for Planning and Economic Development FROM: Patrick Allen
	1016	+	Senior Assistant Attorney General
	1017	+	Commercial Division
	1018	+	DATE: Fe bruary 23, 2023
186	1019
187		-	5
	1020	+	SUBJECT: Legal Sufficiency Certification of the “D.C. Hebrew Language Charter
	1021	+	School d/b/a Sela Public Charter School Revenue Bonds Project Approval Resolution of 2023”.
	1022	+	This is to certify that
	1023	+	the Office of the Attorney General has reviewed the above-
	1024	+	referenced resolution and found it to be legally sufficient . If you have any questions in
	1025	+	this regard, please do not hesitate to call me at (202 ) 724-7754.
	1026	+	_________________________________ Patrick Allen
	1027	+	Senior Assistant A ttorney General
188	1028
189		-	(f) The Bonds may be issued at any time or from time to time in one or more issues and in
190		-	one or more series.
191		-
192		-	Sec. 6. Sale of the Bonds.
193		-	(a) The Bonds of any series may be sold at negotiated or competitive sale at, above, or
194		-	below par, to one or more persons or entities, and upon terms that the Mayor considers to be in the
195		-	best interest of the District.
196		-	(b) The Mayor or an Authorized Delegate may execute, in connection with each sale of the
197		-	Bonds, offering documents on behalf of the District, may deem final any such offering document on
198		-	behalf of the District for purposes of compliance with federal laws and regulations governing such
199		-	matters and may authorize the distribution of the documents in connection with the sale of the
200		-	Bonds.
201		-	(c) The Mayor is authorized to deliver the executed and sealed Bonds, on behalf of the
202		-	District, for authentication, and, after the Bonds have been authenticated, to deliver the Bonds to the
203		-	original purchasers of the Bonds upon payment of the purchase price.
204		-	(d) The Bonds shall not be issued until the Mayor receives an approving opinion from Bond
205		-	Counsel as to the validity of the Bonds of such series and, if the interest on the Bonds is expected to
206		-	be exempt from federal income taxation, the treatment of the interest on the Bonds for purposes of
207		-	federal income taxation.
208		-
209		-	Sec. 7. Payment and security.
210		-	(a) The principal of, premium, if any, and interest on, the Bonds shall be payable solely from
211		-	proceeds received from the sale of the Bonds, income realized from the temporary investment of
212		-	those proceeds, receipts and revenues realized by the District from the Loan, income realized from
213		-	the temporary investment of those receipts and revenues prior to payment to the Bond owners, other
214		-	moneys that, as provided in the Financing Documents, may be made available to the District for the
215		-	payment of the Bonds, and other sources of payment (other than from the District), all as provided
216		-	for in the Financing Documents.
217		-	(b) Payment of the Bonds shall be secured as provided in the Financing Documents and by
218		-	an assignment by the District for the benefit of the Bond owners of certain of its rights under the
219		-	Financing Documents and Closing Documents, including a security interest in certain collateral, if
220		-	any, to the trustee for the Bonds pursuant to the Financing Documents.
221		-	(c) The trustee is authorized to deposit, invest, and disburse the proceeds received from the
222		-	sale of the Bonds pursuant to the Financing Documents.
223		-
224		-	Sec. 8. Financing and Closing Documents.
225		-	(a) The Mayor is authorized to prescribe the final form and content of all Financing
226		-	Documents and all Closing Documents that may be necessary or appropriate to issue, sell, and
227		-	deliver the Bonds and to make the Loan to the Borrower. ENROLLED ORIGINAL
228		-
229		-
230		-
231		-	6
232		-
233		-	(b) The Mayor is authorized to execute, in the name of the District and on its behalf, the
234		-	Financing Documents and any Closing Documents to which the District is a party by the Mayor’s
235		-	manual or facsimile signature.
236		-	(c) If required, the official seal of the District, or a facsimile of it, shall be impressed,
237		-	printed, or otherwise reproduced on the Financing Documents and the Closing Documents to which
238		-	the District is a party.
239		-	(d) The Mayor’s execution and delivery of the Financing Documents and the Closing
240		-	Documents to which the District is a party shall constitute conclusive evidence of the Mayor’s
241		-	approval, on behalf of the District, of the final form and content of the executed Financing
242		-	Documents and the executed Closing Documents.
243		-	(e) The Mayor is authorized to deliver the executed and sealed Financing Documents and
244		-	Closing Documents, on behalf of the District, prior to or simultaneously with the issuance, sale, and
245		-	delivery of the Bonds, and to ensure the due performance of the obligations of the District contained
246		-	in the executed, sealed, and delivered Financing Documents and Closing Documents.
247		-
248		-	Sec. 9. Authorized delegation of authority.
249		-	To the extent permitted by District and federal laws, the Mayor may delegate to any
250		-	Authorized Delegate the performance of any function authorized to be performed by the Mayor
251		-	under this resolution.
252		-
253		-	Sec. 10. Limited liability.
254		-	(a) The Bonds shall be special obligations of the District. The Bonds shall be without
255		-	recourse to the District. The Bonds shall not be general obligations of the District, shall not be a
256		-	pledge of or involve the faith and credit or the taxing power of the District, shall not constitute a
257		-	debt of the District, and shall not constitute lending of the public credit for private undertakings as
258		-	prohibited in section 602(a)(2) of the Home Rule Act.
259		-	(b) The Bonds shall not give rise to any pecuniary liability of the District and the District
260		-	shall have no obligation with respect to the purchase of the Bonds.
261		-	(c) Nothing contained in the Bonds, in the Financing Documents, or in the Closing
262		-	Documents shall create an obligation on the part of the District to make payments with respect to
263		-	the Bonds from sources other than those listed for that purpose in section 7.
264		-	(d) The District shall have no liability for the payment of any Issuance Costs or for any
265		-	transaction or event to be effected by the Financing Documents.
266		-	(e) All covenants, obligations, and agreements of the District contained in this resolution,
267		-	the Bonds, and the executed, sealed, and delivered Financing Documents and Closing Documents to
268		-	which the District is a party, shall be considered to be the covenants, obligations, and agreements of
269		-	the District to the fullest extent authorized by law, and each of those covenants, obligations, and
270		-	agreements shall be binding upon the District, subject to the limitations set forth in this resolution.
271		-	(f) No person, including, but not limited to, the Borrower and any Bond owner, shall have
272		-	any claims against the District or any of its elected or appointed officials, officers, employees, or
273		-	agents for monetary damages suffered as a result of the failure of the District or any of its elected or ENROLLED ORIGINAL
274		-
275		-
276		-
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278		-
279		-	appointed officials, officers, employees, or agents to perform any covenant, undertaking, or
280		-	obligation under this resolution, the Bonds, the Financing Documents, or the Closing Documents, or
281		-	as a result of the incorrectness of any representation in or omission from the Financing Documents
282		-	or the Closing Documents, unless the District or its elected or appointed officials, officers,
283		-	employees, or agents have acted in a willful and fraudulent manner.
284		-
285		-	Sec. 11. District officials.
286		-	(a) Except as otherwise provided in section 10(f), the elected or appointed officials, officers,
287		-	employees, or agents of the District shall not be liable personally for the payment of the Bonds or be
288		-	subject to any personal liability by reason of the issuance, sale, or delivery of the Bonds, or for any
289		-	representations, warranties, covenants, obligations, or agreements of the District contained in this
290		-	resolution, the Bonds, the Financing Documents, or the Closing Documents.
291		-	(b) The signature, countersignature, facsimile signature, or facsimile countersignature of
292		-	any official appearing on the Bonds, the Financing Documents, or the Closing Documents shall
293		-	be valid and sufficient for all purposes notwithstanding the fact that the individual signatory
294		-	ceases to hold that office before delivery of the Bonds, the Financing Documents, or the Closing
295		-	Documents.
296		-
297		-	Sec. 12. Maintenance of documents.
298		-	Copies of the specimen Bonds and of the final Financing Documents and Closing
299		-	Documents shall be filed in the Office of the Secretary of the District of Columbia.
300		-
301		-	Sec. 13. Information reporting.
302		-	Within 3 days after the Mayor’s receipt of the transcript of proceedings relating to the
303		-	issuance of the Bonds, the Mayor shall transmit a copy of the transcript to the Secretary to the
304		-	Council.
305		-
306		-	Sec. 14. Disclaimer.
307		-	(a) The issuance of Bonds is in the discretion of the District. Nothing contained in this
308		-	resolution, the Bonds, the Financing Documents, or the Closing Documents shall be construed as
309		-	obligating the District to issue any Bonds for the benefit of the Borrower or to participate in or assist
310		-	the Borrower in any way with financing, refinancing, or reimbursing the costs of the Project. The
311		-	Borrower shall have no claims for damages or for any other legal or equitable relief against the
312		-	District, its elected or appointed officials, officers, employees, or agents as a consequence of any
313		-	failure to issue any Bonds for the benefit of the Borrower.
314		-	(b) The District reserves the right to issue the Bonds in the order or priority it determines in
315		-	its sole and absolute discretion. The District gives no assurance and makes no representations that
316		-	any portion of any limited amount of bonds or other obligations, the interest on which is excludable
317		-	from gross income for federal income tax purposes, will be reserved or will be available at the time
318		-	of the proposed issuance of the Bonds. ENROLLED ORIGINAL
319		-
320		-
321		-
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323		-
324		-	(c) The District, by adopting this resolution or by taking any other action in connection with
325		-	financing, refinancing, or reimbursing costs of the Project, does not provide any assurance that the
326		-	Project is viable or sound, that the Borrower is financially sound, or that amounts owing on the
327		-	Bonds or pursuant to the Loan will be paid. Neither the Borrower, any purchaser of the Bonds, nor
328		-	any other person shall rely upon the District with respect to these matters.
329		-
330		-	Sec. 15. Expiration.
331		-	If any Bonds are not issued, sold, and delivered to the original purchaser within 3 years of
332		-	the date of this resolution, the authorization provided in this resolution with respect to the issuance,
333		-	sale, and delivery of the Bonds shall expire.
334		-
335		-	Sec. 16. Severability.
336		-	If any particular provision of this resolution, or the application thereof to any person or
337		-	circumstance is held invalid, the remainder of this resolution and the application of such provision
338		-	to other persons or circumstances shall not be affected thereby. If any action or inaction
339		-	contemplated under this resolution is determined to be contrary to the requirements of applicable
340		-	law, such action or inaction shall not be necessary for the purpose of issuing the Bonds, and the
341		-	validity of the Bonds shall not be adversely affected.
342		-
343		-	Sec. 17. Compliance with public approval requirement.
344		-	This approval shall constitute the approval of the Council as required in section 147(f) of the
345		-	Internal Revenue Code of 1986 (26 U.S.C. § 147(f)), as amended, and section 490(k) of the Home
346		-	Rule Act, for the Project to be financed, refinanced, or reimbursed with the proceeds of the Bonds.
347		-	This resolution approving the issuance of the Bonds for the Project has been adopted by the Council
348		-	after a public hearing held at least 7 days after publication of notice in a newspaper of general
349		-	circulation in the District.
350		-
351		-	Sec. 18. Transmittal.
352		-	The Council shall transmit a copy of this resolution, upon its adoption, to the Mayor.
353		-
354		-	Sec. 19. Fiscal impact statement.
355		-	The Council adopts the fiscal impact statement in the committee report as the fiscal
356		-	impact statement required by section 4a of the General Legislative Procedures Act of 1975,
357		-	approved October 16, 2006 (120 Stat. 2038; D.C. Official Code § 1-301.47a).
358		-
359		-	Sec. 20. Effective date.
360		-	This resolution shall take effect immediately.