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A RESOLUTION
25-538
IN THE COUNCIL OF THE DISTRICT OF COLUMBIA
June 25, 2024
To authorize and provide for the issuance, sale, and delivery in an aggregate principal amount not
to exceed $15 million of District of Columbia revenue bonds in one or more series pursuant
to a plan of finance and to authorize and provide for the loan of the proceeds of such bonds
to assist Provident Group Girard Properties Inc., in the financing, refinancing, or
reimbursing of costs associated with an authorized project pursuant to section 490 of the
District of Columbia Home Rule Act.
RESOLVED, BY THE COUNCIL OF THE DISTRICT OF COLUMBIA, That this
resolution may be cited as the “Provident Group Girard Properties Inc. Revenue Bonds Project
Approval Resolution of 2024”.
Sec. 2. Definitions.
For the purposes of this resolution, the term:
(1) “Authorized Delegate” means the Mayor or the Deputy Mayor for Planning
and Economic Development, or any officer or employee of the Executive Office of the Mayor to
whom the Mayor has delegated or to whom the foregoing individuals have subdelegated any of
the Mayor’s functions under this resolution pursuant to section 422(6) of the Home Rule Act.
(2) “Bond Counsel” means a firm or firms of attorneys designated as bond
counsel from time to time by the Mayor.
(3) “Bonds” means the District of Columbia revenue bonds, notes, or other
obligations (including refunding bonds, notes, and other obligations), in one or more series,
authorized to be issued pursuant to this resolution.
(4) “Borrower” means the owner, operator, manager and user of the assets
financed, refinanced, or reimbursed with proceeds from the Bonds, which shall be Provident
Group Girard Properties Inc., a nonprofit corporation organized and existing under the laws of
the District of Columbia, which is exempt from federal income taxes under 26 U.S.C § 501(a) as
an organization described in 26 U.S.C. § 501(c)(3), and which is liable for the repayment of the
Bonds. ENROLLED ORIGINAL
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(5) “Closing Documents” means all documents and agreements, other than
Financing Documents, that may be necessary and appropriate to issue, sell, and deliver the
Bonds and to make the Loan contemplated thereby, and includes agreements, certificates, letters,
opinions, forms, receipts, and other similar instruments.
(6) “District” means the District of Columbia.
(7) “Financing Documents” means the documents, other than Closing Documents,
that relate to the financing or refinancing of transactions to be effected through the issuance, sale,
and delivery of the Bonds and the making of the Loan, including any offering document, and any
required supplements to any such documents.
(8) “Home Rule Act” means the District of Columbia Home Rule Act, approved
December 24, 1973 (87 Stat. 774; D.C. Official Code § 1-201.01 et seq.).
(9) “Issuance Costs” means all fees, costs, charges, and expenses paid or incurred
in connection with the authorization, preparation, printing, issuance, sale, and delivery of the
Bonds and the making of the Loan, including, but not limited to, underwriting, legal, accounting,
rating agency, and all other fees, costs, charges, and expenses incurred in connection with the
development and implementation of the Financing Documents, the Closing Documents, and
those other documents necessary or appropriate in connection with the authorization,
preparation, printing, issuance, sale, marketing, and delivery of the Bonds and the making of the
Loan contemplated thereby, together with financing fees, costs, and expenses, including program
fees and administrative fees charged by the District, fees paid to financial institutions and
insurance companies, initial letter of credit fees (if any), compensation to financial advisors and
other persons (other than full-time employees of the District) and entities performing services on
behalf of or as agents for the District.
(10) “Loan” means the District’s lending of proceeds from the sale, in one or
more series, of the Bonds to the Borrower.
(11) “Project” means the financing, refinancing or reimbursing of all or a portion
of the Borrower’s costs of:
(A) Refinancing certain existing indebtedness, the proceeds of which were
used to finance the acquisition from Howard University of long term leasehold interests in an
approximate 61,452 square foot multifamily residential rental building, comprising 80 rental
housing units located at 654 Girard Avenue, NW, in Washington, DC (“Facility”);
(B) Funding certain working capital costs, to the extent financeable relating
to the Bonds;
(C) Funding interest on the Bonds and any credit enhancement costs,
liquidity costs or debt service reserve fund relating to the Bonds; and
(D) Paying allowable Issuance Costs.
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Sec. 3. Findings.
The Council finds that:
(1) Section 490 of the Home Rule Act provides that the Council may, by
resolution, authorize the issuance of District revenue bonds, notes, or other obligations
(including refunding bonds, notes, or other obligations) to borrow money to finance, refinance,
or reimburse costs, and to assist in the financing, refinancing, or reimbursing of, the costs of
undertakings in certain areas designated in section 490 and may effect the financing, refinancing,
or reimbursement by loans made directly or indirectly to any individual or legal entity, by the
purchase of any mortgage, note, or other security, or by the purchase, lease, or sale of any
property.
(2) The Borrower has requested the District to issue, sell, and deliver revenue
bonds, in one or more series, in an aggregate principal amount not to exceed $15 million, and to
make the Loan for the purpose of financing, refinancing, or reimbursing costs of the Project.
(3) The Project is located in the District and will contribute to the health,
education, safety, or welfare of, or the creation or preservation of jobs for, residents of the
District, or to economic development of the District.
(4) The Project is an undertaking in the area of housing, within the meaning of
section 490 of the Home Rule Act.
(5) The authorization, issuance, sale, and delivery of the Bonds and the Loan to
the Borrower are desirable, are in the public interest, will promote the purpose and intent of
section 490 of the Home Rule Act, and will assist the Project.
Sec. 4. Bond authorization.
(a) The Mayor is authorized pursuant to the Home Rule Act and this resolution to assist
in financing, refinancing or reimbursing the costs of the Project by:
(1) The issuance, sale, and delivery of the Bonds, in one or more series, in an
aggregate principal amount not to exceed $15 million; and
(2) The making of the Loan.
(b) The Mayor is authorized to make the Loan to the Borrower for the purpose of
financing, refinancing or reimbursing the costs of the Project and establishing any fund with
respect to the Bonds as required by the Financing Documents.
(c) The Mayor may charge a program fee to the Borrower, including, but not limited to,
an amount sufficient to cover costs and expenses incurred by the District in connection with the
issuance, sale, and delivery of each series of the Bonds, the District’s participation in the
monitoring of the use of the Bond proceeds and compliance with any public benefit agreements
with the District, and maintaining official records of each bond transaction, and assisting in the
redemption, repurchase, and remarketing of the Bonds.
(d) The Bond authorization set forth in this resolution includes the authorization to issue ENROLLED ORIGINAL
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refunding Bonds to refinance any Bonds previously issued under this resolution to finance the
Project; provided that the maximum principal amount of Bonds outstanding at any time does not
exceed the maximum principal amount of Bonds authorized hereunder.
Sec. 5. Bond details.
(a) The Mayor and each Authorized Delegate is authorized to take any action reasonably
necessary or appropriate in accordance with this resolution in connection with the preparation,
execution, issuance, sale, delivery, security for, and payment of the Bonds of each series,
including, but not limited to, determinations of:
(1) The final form, content, designation, and terms of the Bonds, including a
determination that the Bonds may be issued in certificated or book-entry form;
(2) The principal amount of the Bonds to be issued and denominations of the
Bonds;
(3) The rate or rates of interest or the method for determining the rate or rates of
interest on the Bonds;
(4) The date or dates of issuance, sale, and delivery of, and the payment of interest
on, the Bonds, and the maturity date or dates of the Bonds;
(5) The terms under which the Bonds may be paid, optionally or mandatorily
redeemed, accelerated, tendered, called, or put for redemption, repurchase, or remarketing before
their respective stated maturities;
(6) Provisions for the registration, transfer, and exchange of the Bonds and the
replacement of mutilated, lost, stolen, or destroyed Bonds;
(7) The creation of any reserve fund, sinking fund, or other fund with respect to
the Bonds;
(8) The time and place of payment of the Bonds;
(9) Procedures for monitoring the use of the proceeds received from the sale of
the Bonds to ensure that the proceeds are properly applied to the Project and used to accomplish
the purposes of the Home Rule Act and this resolution;
(10) Actions necessary to qualify the Bonds under blue sky laws of any
jurisdiction where the Bonds are marketed; and
(11) The terms and types of credit enhancement under which the Bonds may be
secured.
(b) The Bonds shall contain a legend, which shall provide that the Bonds are special
obligations of the District, are without recourse to the District, are not a pledge of, and do not
involve the faith and credit or the taxing power of the District, do not constitute a debt of the
District, and do not constitute lending of the public credit for private undertakings as prohibited
in section 602(a)(2) of the Home Rule Act. ENROLLED ORIGINAL
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(c) The Bonds shall be executed in the name of the District and on its behalf by the
manual or facsimile signature of the Mayor, and attested by the Secretary of the District of
Columbia by the Secretary of the District of Columbia’s manual or facsimile signature. The
Mayor’s execution and delivery of the Bonds shall constitute conclusive evidence of the Mayor’s
approval, on behalf of the District, of the final form and content of the Bonds.
(d) The official seal of the District, or a facsimile of it, shall be impressed, printed, or
otherwise reproduced on the Bonds.
(e) The Bonds of any series may be issued in accordance with the terms of a trust
instrument to be entered into by the District and a trustee to be selected by the Borrower subject
to the approval of the Mayor, and may be subject to the terms of one or more agreements entered
into by the Mayor pursuant to section 490(a)(4) of the Home Rule Act.
(f) The Bonds may be issued at any time or from time to time in one or more issues and
in one or more series.
Sec. 6. Sale of the Bonds.
(a) The Bonds of any series may be sold at negotiated or competitive sale at, above, or
below par, to one or more persons or entities, and upon terms that the Mayor considers to be in
the best interest of the District.
(b) The Mayor or an Authorized Delegate may execute, in connection with each sale of
the Bonds, offering documents on behalf of the District, may deem final any such offering
document on behalf of the District for purposes of compliance with federal laws and regulations
governing such matters and may authorize the distribution of the documents in connection with
the sale of the Bonds.
(c) The Mayor is authorized to deliver the executed and sealed Bonds, on behalf of the
District, for authentication, and, after the Bonds have been authenticated, to deliver the Bonds to
the original purchasers of the Bonds upon payment of the purchase price.
(d) The Bonds shall not be issued until the Mayor receives an approving opinion from
Bond Counsel as to the validity of the Bonds of such series and, if the interest on the Bonds is
expected to be exempt from federal income taxation, the treatment of the interest on the Bonds
for purposes of federal income taxation.
Sec. 7. Payment and security.
(a) The principal of, premium, if any, and interest on, the Bonds shall be payable solely
from proceeds received from the sale of the Bonds, income realized from the temporary
investment of those proceeds, receipts and revenues realized by the District from the Loan,
income realized from the temporary investment of those receipts and revenues prior to payment
to the Bond owners, other moneys that, as provided in the Financing Documents, may be made ENROLLED ORIGINAL
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available to the District for the payment of the Bonds, and other sources of payment (other than
from the District), all as provided for in the Financing Documents.
(b) Payment of the Bonds shall be secured as provided in the Financing Documents and
by an assignment by the District for the benefit of the Bond owners of certain of its rights under
the Financing Documents and Closing Documents, including a security interest in certain
collateral, if any, to the trustee for the Bonds pursuant to the Financing Documents.
(c) The trustee is authorized to deposit, invest, and disburse the proceeds received from
the sale of the Bonds pursuant to the Financing Documents.
Sec. 8. Financing and Closing Documents.
(a) The Mayor is authorized to prescribe the final form and content of all Financing
Documents and all Closing Documents to which the District is a party that may be necessary or
appropriate to issue, sell, and deliver the Bonds and to make the Loan to the Borrower. Each of
the Financing Documents and each of the Closing Documents to which the District is not a party
shall be approved, as to form and content, by the Mayor.
(b) The Mayor is authorized to execute, in the name of the District and on its behalf, the
Financing Documents and any Closing Documents to which the District is a party by the
Mayor’s manual or facsimile signature.
(c) If required, the official seal of the District, or a facsimile of it, shall be impressed,
printed, or otherwise reproduced on the Financing Documents and the Closing Documents to
which the District is a party.
(d) The Mayor’s execution and delivery of the Financing Documents and the Closing
Documents to which the District is a party shall constitute conclusive evidence of the Mayor’s
approval, on behalf of the District, of the final form and content of the executed Financing
Documents and the executed Closing Documents.
(e) The Mayor is authorized to deliver the executed and sealed Financing Documents and
Closing Documents, on behalf of the District, prior to or simultaneously with the issuance, sale,
and delivery of the Bonds, and to ensure the due performance of the obligations of the District
contained in the executed, sealed, and delivered Financing Documents and Closing Documents.
Sec. 9. Authorized delegation of authority.
To the extent permitted by District and federal laws, the Mayor may delegate to any
Authorized Delegate the performance of any function authorized to be performed by the Mayor
under this resolution.
Sec. 10. Limited liability.
(a) The Bonds shall be special obligations of the District. The Bonds shall be without
recourse to the District. The Bonds shall not be general obligations of the District, shall not be a ENROLLED ORIGINAL
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pledge of, or involve the faith and credit or the taxing power of, the District, shall not constitute a
debt of the District, and shall not constitute lending of the public credit for private undertakings
as prohibited in section 602(a)(2) of the Home Rule Act.
(b) The Bonds shall not give rise to any pecuniary liability of the District and the District
shall have no obligation with respect to the purchase of the Bonds.
(c) Nothing contained in the Bonds, in the Financing Documents, or in the Closing
Documents shall create an obligation on the part of the District to make payments with respect to
the Bonds from sources other than those listed for that purpose in section 7.
(d) The District shall have no liability for the payment of any Issuance Costs or for any
transaction or event to be effected by the Financing Documents.
(e) All covenants, obligations, and agreements of the District contained in this resolution,
the Bonds, and the executed, sealed, and delivered Financing Documents and Closing
Documents to which the District is a party, shall be considered to be the covenants, obligations,
and agreements of the District to the fullest extent authorized by law, and each of those
covenants, obligations, and agreements shall be binding upon the District, subject to the
limitations set forth in this resolution.
(f) No person, including, but not limited to, the Borrower and any Bond owner, shall have
any claims against the District or any of its elected or appointed officials, officers, employees, or
agents for monetary damages suffered as a result of the failure of the District or any of its elected
or appointed officials, officers, employees or agents to perform any covenant, undertaking, or
obligation under this resolution, the Bonds, the Financing Documents, or the Closing
Documents, or as a result of the incorrectness of any representation in or omission from the
Financing Documents or the Closing Documents, unless the District or its elected or appointed
officials, officers, employees, or agents have acted in a willful and fraudulent manner.
Sec. 11. District officials.
(a) Except as otherwise provided in section 10(f), the elected or appointed officials,
officers, employees, or agents of the District shall not be liable personally for the payment of the
Bonds or be subject to any personal liability by reason of the issuance, sale or delivery of the
Bonds, or for any representations, warranties, covenants, obligations, or agreements of the
District contained in this resolution, the Bonds, the Financing Documents, or the Closing
Documents.
(b) The signature, countersignature, facsimile signature, or facsimile countersignature of
any official appearing on the Bonds, the Financing Documents, or the Closing Documents shall
be valid and sufficient for all purposes notwithstanding the fact that the individual signatory
ceases to hold that office before delivery of the Bonds, the Financing Documents, or the Closing
Documents. ENROLLED ORIGINAL
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Sec.12. Maintenance of documents.
Copies of the specimen Bonds and of the final Financing Documents and Closing
Documents shall be filed in the Office of the Secretary of the District of Columbia.
Sec.13. Information reporting.
Within 3 days after the Mayor’s receipt of the transcript of proceedings relating to the
issuance of the Bonds, the Mayor shall transmit a copy of the transcript to the Secretary to the
Council.
Sec. 14. Disclaimer.
(a) The issuance of Bonds is in the discretion of the District. Nothing contained in this
resolution, the Bonds, the Financing Documents, or the Closing Documents shall be construed as
obligating the District to issue any Bonds for the benefit of the Borrower or to participate in or
assist the Borrower in any way with financing, refinancing, or reimbursing the costs of the
Project. The Borrower shall have no claims for damages or for any other legal or equitable relief
against the District, its elected or appointed officials, officers, employees, or agents as a
consequence of any failure to issue any Bonds for the benefit of the Borrower.
(b) The District reserves the right to issue the Bonds in the order or priority it determines
in its sole and absolute discretion. The District gives no assurance and makes no representations
that any portion of any limited amount of bonds or other obligations, the interest on which is
excludable from gross income for federal income tax purposes, will be reserved or will be
available at the time of the proposed issuance of the Bonds.
(c) The District, by adopting this resolution or by taking any other action in connection
with financing, refinancing, or reimbursing costs of the Project, does not provide any assurance
that the Project is viable or sound, that the Borrower is financially sound, or that amounts owing
on the Bonds or pursuant to the Loan will be paid. Neither the Borrower, any purchaser of the
Bonds, nor any other person shall rely upon the District with respect to these matters.
Sec. 15. Expiration.
If any Bonds are not issued, sold, and delivered to the original purchaser within 3 years of
the date of this resolution, the authorization provided in this resolution with respect to the
issuance, sale, and delivery of the Bonds shall expire.
Sec. 16. Severability.
If any particular provision of this resolution or the application thereof to any person or
circumstance is held invalid, the remainder of this resolution and the application of such
provision to other persons or circumstances shall not be affected thereby. If any action or
inaction contemplated under this resolution is determined to be contrary to the requirements of ENROLLED ORIGINAL
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applicable law, such action or inaction shall not be necessary for the purpose of issuing the
Bonds, and the validity of the Bonds shall not be adversely affected.
Sec. 17. Compliance with public approval requirement.
This approval shall constitute the approval of the Council as required in section 147(f) of
the Internal Revenue Code of 1986, as amended (“Code”), and section 490(k) of the Home Rule
Act, for the Project to be financed, refinanced, or reimbursed with the proceeds of the Bonds.
This resolution approving the issuance of the Bonds for the Project has been adopted by the
Council after a public hearing held in accordance with section 147(f) of the Code, as such section
may be amended, and the corresponding regulations promulgated by the United States
Department of the Treasury.
Sec. 18. Transmittal.
The Council shall transmit a copy of this resolution, upon its adoption, to the Mayor.
Sec. 19. Fiscal impact statement.
The Council adopts the fiscal impact statement in the committee report as the fiscal
impact statement required by section 4a of the General Legislative Procedures Act of 1975,
approved October 16, 2006 (120 Stat. 2038; D.C. Official Code § 1-301.47a).
Sec. 20. Effective date.
This resolution shall take effect immediately.