1 | | - | ENROLLED ORIGINAL |
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6 | | - | 1 |
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7 | | - | A RESOLUTION |
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9 | | - | 25-570 |
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10 | | - | |
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11 | | - | IN THE COUNCIL OF THE DISTRICT OF COLUMBIA |
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12 | | - | |
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13 | | - | July 9, 2024 |
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14 | | - | |
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15 | | - | |
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16 | | - | To authorize and provide for the issuance, sale, and delivery in an aggregate principal amount not to |
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17 | | - | exceed $3.25 million of District of Columbia revenue bonds in one or more series and to |
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18 | | - | authorize and provide for the loan of the proceeds of such bonds to assist Jubilee Housing, |
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19 | | - | Inc., in the financing, refinancing, or reimbursing of costs associated with an authorized |
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20 | | - | project pursuant to section 490 of the District of Columbia Home Rule Act. |
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21 | | - | |
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22 | | - | RESOLVED, BY THE COUNCIL OF THE DISTRICT OF COLUMBIA, That this |
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23 | | - | resolution may be cited as the “Jubilee Housing, Inc. – The Maycroft, Revenue Bonds Project |
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24 | | - | Approval Resolution of 2024”. |
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25 | | - | |
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26 | | - | Sec. 2. Definitions. |
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27 | | - | For the purpose of this resolution, the term: |
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28 | | - | (1) “Authorized Delegate” means the Mayor or the Deputy Mayor for Planning and |
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29 | | - | Economic Development, or any officer or employee of the Executive Office of the Mayor to whom |
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30 | | - | the Mayor has delegated or to whom the foregoing individuals have subdelegated any of the |
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31 | | - | Mayor’s functions under this resolution pursuant to section 422(6) of the Home Rule Act. |
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32 | | - | (2) “Bond Counsel” means a firm or firms of attorneys designated as bond counsel |
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33 | | - | from time to time by the Mayor. |
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34 | | - | (3) “Bonds” means the District of Columbia revenue bonds, notes, or other |
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35 | | - | obligations (including refunding bonds, notes, and other obligations), in one or more series, |
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36 | | - | authorized to be issued pursuant to this resolution. |
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37 | | - | (4) “Borrower” means the owner of the assets financed, refinanced, or reimbursed |
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38 | | - | with proceeds from the Bonds, which shall be Jubilee Housing, Inc., a nonprofit corporation |
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39 | | - | organized and existing under the laws of the District of Columbia, qualified to do business in the |
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40 | | - | District of Columbia, and exempt from federal income taxes under 26 U.S.C. § Section 501(a) as an |
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41 | | - | organization described in 26 U.S.C. § 501(c)(3). |
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42 | | - | (5) “Closing Documents” means all documents and agreements other than |
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43 | | - | Financing Documents that may be necessary and appropriate to issue, sell, and deliver the Bonds |
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44 | | - | and to make the Loan, and includes agreements, certificates, letters, opinions, forms, receipts, and |
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45 | | - | other similar instruments. |
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46 | | - | (6) “District” means the District of Columbia. ENROLLED ORIGINAL |
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47 | | - | |
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48 | | - | |
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| 1 | + | MURIEL BOWSER |
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| 2 | + | MAYOR |
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| 3 | + | May |
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| 4 | + | 13, 2024 |
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| 5 | + | The Honorable Phil Mendelson |
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| 6 | + | Chairman |
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| 7 | + | Council of the District of Columbia |
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| 8 | + | 1350 Pennsylvania Avenue, N.W. |
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| 9 | + | Suite 504 |
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| 10 | + | Washington, DC 20001 |
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| 11 | + | Dear Chairman Mendelson: |
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| 12 | + | Enclosed for consideration and adoption by the Council of the District of Columbia is a proposed |
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| 13 | + | resolution entitled "Jubilee Housing, Inc . |
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| 14 | + | – The Maycroft Revenue Bonds Project Approval |
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| 15 | + | Resolution of 2024,” the “Resolution”. |
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| 16 | + | The Resolution authorizes the issuance, sale, and |
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| 17 | + | delivery of tax-exempt revenue bonds, notes, or |
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| 18 | + | other obligations in an aggregate principal amount not to exceed $3,250,000. These bonds will |
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| 19 | + | be used for the financing, refinancing, or reimbursing of costs incurred by Jubilee Housing, Inc. |
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| 20 | + | for the project located at 1474 Columbia Road, N.W. in Ward 1. |
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| 21 | + | In |
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| 22 | + | accordance with Section 490 of the Home Rule Act, we have determined that the bonds, |
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| 23 | + | when, as, and if issued, shall be without recourse to the District. The bonds shall not be general |
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| 24 | + | obligations of the District; shall not be a pledge of or involve the full faith and credit or the |
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| 25 | + | taxing power of the District; shall not constitute a debt of the District; and shall not constitute a |
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| 26 | + | lending of public credit for private undertakings as prohibited in section 602 (a) (2) of the Home |
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| 27 | + | Rule Act. The bonds shall not give rise to any pecuniary liability of the District and the District |
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| 28 | + | shall have no obligation with respect to the purchase of the bonds. |
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| 29 | + | I urge the Council to take prompt and favorable action on the measure. |
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| 30 | + | Sincerely, |
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| 31 | + | Muriel E. Bowser |
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| 32 | + | Enclosures 1 |
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| 33 | + | 2 |
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| 34 | + | 3 |
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| 35 | + | 4 |
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| 36 | + | 5 |
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| 37 | + | 6 |
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| 38 | + | 7 |
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| 39 | + | 8 |
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| 40 | + | 9 |
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| 41 | + | 10 |
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| 42 | + | 11 |
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| 43 | + | 12 |
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| 44 | + | 13 |
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| 45 | + | 14 |
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| 46 | + | ~ |
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| 47 | + | Chairman Phil Mendelson |
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| 48 | + | at the request |
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| 49 | + | of the Mayor |
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| 50 | + | A PROPOSED RESOLUTION |
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| 51 | + | IN THE COUNCIL OF THE DISTRICT |
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| 52 | + | OF COLUMBIA |
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| 53 | + | 15 To authorize and provide for the issuance, sale, and delivery in an aggregate principal amount not to |
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| 54 | + | 16 exceed $3.25 million of District of Columbia revenue bonds in one or more series and to |
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| 55 | + | 17 authorize and provide for the loan of the proceeds of such bonds to assist Jubilee |
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| 56 | + | 18 Housing, Inc., in the financing, refinancing, or reimbursing of costs associated with an |
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| 57 | + | 19 authorized project pursuant to section 490 of the District of Columbia Home Rule Act. |
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| 58 | + | 20 |
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| 59 | + | 21 RESOLVED, BY THE COUNCIL OF THE DISTRICT OF COLUMBIA, That this |
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| 60 | + | 22 resolution may be cited as the "Jubilee Housing, Inc. -The Maycroft, Revenue Bonds Project |
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| 61 | + | 23 Approval Resolution of2024". |
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| 62 | + | 24 Sec. |
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| 63 | + | 2. Definitions. |
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| 64 | + | 25 For the purpose of this resolution, the term: |
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| 65 | + | 26 (1) "Authorized Delegate" means the Mayor or the Deputy Mayor for Planning and |
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| 66 | + | 27 Economic Development, or any officer or employee of the Executive Office of the Mayor to whom |
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| 67 | + | 28 the Mayor has delegated or to whom the foregoing individuals have subdelegated any of the |
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| 68 | + | 29 Mayor's functions under this resolution pursuant |
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| 69 | + | to section 422(6) of the Home Rule Act. |
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| 70 | + | 30 (2) "Bond Counsel" means a firm or firms of attorneys designated as bond counsel |
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| 71 | + | 31 from time to time by the Mayor. |
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52 | | - | (7) “Financing Documents” means the documents other than Closing Documents |
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53 | | - | that relate to the financing, refinancing, or reimbursement of transactions to be effected through the |
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54 | | - | issuance, sale, and delivery of the Bonds and the making of the Loan, including any offering |
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55 | | - | document, and any required supplements to any such documents. |
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56 | | - | (8) “Home Rule Act” means the District of Columbia Home Rule Act, approved |
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57 | | - | December 24, 1973 (87 Stat. 774; D.C. Official Code § 1-201.01 et seq.). |
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58 | | - | (9) “Issuance Costs” means all fees, costs, charges, and expenses paid or incurred |
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59 | | - | in connection with the authorization, preparation, printing, issuance, sale, and delivery of the Bonds |
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60 | | - | and the making of the Loan, including, but not limited to, underwriting, legal, accounting, rating |
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61 | | - | agency, and all other fees, costs, charges, and expenses incurred in connection with the development |
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62 | | - | and implementation of the Financing Documents, the Closing Documents, and those other |
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63 | | - | documents necessary or appropriate in connection with the authorization, preparation, printing, |
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64 | | - | issuance, sale, marketing, and delivery of the Bonds and the making of the Loan, together with |
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65 | | - | financing fees, costs, and expenses, including program fees and administrative fees charged by the |
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66 | | - | District, fees paid to financial institutions and insurance companies, initial letter of credit fees (if |
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67 | | - | any), compensation to financial advisors and other persons (other than full-time employees of the |
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68 | | - | District) and entities performing services on behalf of or as agents for the District. |
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69 | | - | (10) “Loan” means the District’s lending of proceeds from the sale, in one or more |
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70 | | - | series, of the Bonds to the Borrower. |
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71 | | - | (11) “Project” means the financing, refinancing, or reimbursing of the Borrower for |
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72 | | - | all or a portion of the Borrower’s costs incurred in connection with the: |
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73 | | - | (A) Refinancing of certain indebtedness, the proceeds of which were |
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74 | | - | used to acquire, finance or refinance the costs of improvements to commercial rental space |
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75 | | - | including leasehold improvements of the Borrower’s facility located at 1474 Columbia Road, |
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76 | | - | NW, Units C-1, C-2 and C-3, Washington, DC (A&T Lots 2110, 2111 and 2112 in Square |
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77 | | - | 2669) (“Facility”); |
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78 | | - | (B) Purchase of certain equipment and furnishings for the Facility, |
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79 | | - | together with other property, real and personal, functionally related and subordinate thereto; |
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80 | | - | (C) Funding any credit enhancement costs, liquidity costs, or debt service |
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81 | | - | reserve fund relating to the Bonds; and |
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82 | | - | (D) Funding of certain Issuance Costs. |
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83 | | - | |
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84 | | - | Sec. 3. Findings. |
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85 | | - | The Council finds that: |
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86 | | - | (1) Section 490 of the Home Rule Act provides that the Council may by resolution |
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87 | | - | authorize the issuance of District revenue bonds, notes, or other obligations (including refunding |
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88 | | - | bonds, notes, or other obligations) to borrow money to finance, refinance, or reimburse costs, and to |
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89 | | - | assist in the financing, refinancing, or reimbursing of the costs of undertakings in certain areas |
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90 | | - | designated in section 490 and may effect the financing, refinancing, or reimbursement by loans ENROLLED ORIGINAL |
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91 | | - | |
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92 | | - | |
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| 75 | + | (3) “Bonds” means the District of Columbia revenue bonds, notes, or other 1 |
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| 76 | + | obligations (including refunding bonds, notes, and other obligations), in one or more series, 2 |
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| 77 | + | authorized to be issued pursuant to this resolution. 3 |
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| 78 | + | (4) “Borrower” means the owner of the assets financed, refinanced, or reimbursed 4 |
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| 79 | + | with proceeds from the Bonds, which shall be Jubilee Housing, Inc., a nonprofit corporation 5 |
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| 80 | + | organized and existing under the laws of the District of Columbia , qualified to do business in the 6 |
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| 81 | + | District of Columbia, and exempt from federal income taxes under 26 U.S.C. § Section 501(a) as an 7 |
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| 82 | + | organization described in 26 U.S.C. § 501(c)(3). 8 |
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| 83 | + | (5) “Chairman” means the Chairman of the Council of the District of Columbia. 9 |
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| 84 | + | (6) “Closing Documents” means all documents and agreements other than 10 |
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| 85 | + | Financing Documents that may be necessary and appropriate to issue, sell, and deliver the Bonds 11 |
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| 86 | + | and to make the Loan, and includes agreements, certificates, letters, opinions, forms, receipts, and 12 |
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| 87 | + | other similar instruments. 13 |
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| 88 | + | (7) “District” means the District of Columbia. 14 |
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| 89 | + | (8) “Financing Documents” means the documents other than Closing Documents 15 |
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| 90 | + | that relate to the financing, refinancing, or reimbursement of transactions to be effected through the 16 |
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| 91 | + | issuance, sale, and delivery of the Bonds and the making of the Loan, including any offering 17 |
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| 92 | + | document, and any required supplements to any such documents. 18 |
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| 93 | + | (9) “Home Rule Act” means the District of Columbia Home Rule Act, approved 19 |
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| 94 | + | December 24, 1973 (87 Stat. 774; D.C. Official Code § 1- 201.01 et seq.). 20 |
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| 95 | + | (10) “Issuance Costs” means all fees, costs, charges, and expenses paid or incurred 21 |
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| 96 | + | in connection with the authorization, preparation, printing, issuance, sale, and delivery of the Bonds 22 |
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| 97 | + | and the making of the Loan, including, but not limited to, underwriting, legal, accounting, rating 23 |
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96 | | - | made directly or indirectly to any individual or legal entity, by the purchase of any mortgage, note, |
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97 | | - | or other security, or by the purchase, lease, or sale of any property. |
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98 | | - | (2) The Borrower has requested the District to issue, sell, and deliver revenue bonds, |
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99 | | - | in one or more series, in an aggregate principal amount not to exceed $3.25 million and to make the |
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100 | | - | Loan for the purpose of financing, refinancing, or reimbursing costs of the Project. |
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101 | | - | (3) The Project is located in the District and will contribute to the health, education, |
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102 | | - | safety, or welfare of, or the creation or preservation of jobs for, residents of the District, or to the |
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103 | | - | economic development of the District. |
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104 | | - | (4) The Project is an undertaking in the area of commercial development within the |
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105 | | - | meaning of section 490 of the Home Rule Act. |
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106 | | - | (5) The authorization, issuance, sale, and delivery of the Bonds and the Loan to |
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107 | | - | the Borrower are desirable, are in the public interest, will promote the purpose and intent of |
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108 | | - | section 490 of the Home Rule Act, and will assist the Project. |
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109 | | - | |
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110 | | - | Sec. 4. Bond authorization. |
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111 | | - | (a) The Mayor is authorized pursuant to the Home Rule Act and this resolution to assist in |
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112 | | - | financing, refinancing, or reimbursing the costs of the Project by: |
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113 | | - | (1) The issuance, sale, and delivery of the Bonds, in one or more series, in an |
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114 | | - | aggregate principal amount not to exceed $3.25 million; and |
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115 | | - | (2) The making of the Loan. |
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116 | | - | (b) The Mayor is authorized to make the Loan to the Borrower for the purpose of financing, |
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117 | | - | refinancing, or reimbursing the costs of the Project and establishing any fund with respect to the |
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118 | | - | Bonds as required by the Financing Documents. |
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119 | | - | (c) The Mayor may charge a program fee to the Borrower, including, but not limited to, an |
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120 | | - | amount sufficient to cover costs and expenses incurred by the District in connection with the |
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121 | | - | issuance, sale, and delivery of each series of the Bonds, the District’s participation in the monitoring |
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122 | | - | of the use of the Bond proceeds and compliance with any public benefit agreements with the |
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123 | | - | District, and maintaining official records of each bond transaction and assisting in the redemption, |
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124 | | - | repurchase, and remarketing of the Bonds. |
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125 | | - | ( d) The Bond authorization set forth in this resolution includes the authorization to issue |
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126 | | - | refunding Bonds to refinance any Bonds previously issued under this resolution to finance the |
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127 | | - | Project; provided, that the maximum principal amount of Bonds outstanding at any time does not |
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128 | | - | exceed the maximum principal amount of Bonds authorized hereunder. |
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129 | | - | |
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130 | | - | Sec. 5. Bond details. |
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131 | | - | (a) The Mayor and each Authorized Delegate is authorized to take any action reasonably |
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132 | | - | necessary or appropriate in accordance with this resolution in connection with the preparation, |
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133 | | - | execution, issuance, sale, delivery, security for, and payment of the Bonds of each series, including, ENROLLED ORIGINAL |
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134 | | - | |
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135 | | - | |
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| 101 | + | agency, and all other fees, costs, charges, and expenses incurred in connection with the development 1 |
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| 102 | + | and implementation of the Financing Documents, the Closing Documents, and those other 2 |
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| 103 | + | documents necessary or appropriate in connection with the authorization, preparation, printing, 3 |
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| 104 | + | issuance, sale, marketing, and delivery of the Bonds and the making of the Loan, together with 4 |
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| 105 | + | financing fees, costs, and expenses, including program fees and administrative fees charged by the 5 |
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| 106 | + | District, fees paid to financial institutions and insurance companies, initial letter of credit fees (if 6 |
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| 107 | + | any), compensation to financial advisors and other persons (other than full-time employees of the 7 |
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| 108 | + | District) and entities performing services on behalf of or as agents for the District. 8 |
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| 109 | + | (11) “Loan” means the District’s lending of proceeds from the sale, in one or more 9 |
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| 110 | + | series, of the Bonds to the Borrower. 10 |
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| 111 | + | (12) “Project” means the financing, refinancing, or reimbursing of the Borrower for 11 |
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| 112 | + | all or a portion of the Borrower’s costs incurred in connection with: 12 |
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| 113 | + | (A) (i) the refinancing of certain indebtedness, the proceeds of which 13 |
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| 114 | + | were used to acquire, finance or refinance the costs of improvements to commercial rental space 14 |
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| 115 | + | including leasehold improvements of the Applicant’s facility located at 1474 Columbia Road, 15 |
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| 116 | + | NW, Units C-1, C-2 and C-3, Washington, DC (A&T Lots 2110, 2111 and 2112 in Square 16 |
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| 117 | + | 2669) (the “Facility”); (ii) the purchase of certain equipment and furnishings for the Facility, 17 |
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| 118 | + | together with other property, real and personal, functionally related and subordinate thereto; and 18 |
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| 119 | + | (iii) funding any credit enhancement costs, liquidity costs or debt service reserve fund relating to 19 |
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| 120 | + | the Bonds; and 20 |
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| 121 | + | (B) the funding of certain Issuance Costs. 21 |
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| 122 | + | Sec. 3. Findings. 22 |
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| 123 | + | The Council finds that: 23 |
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139 | | - | but not limited to, determinations of: |
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140 | | - | (1) The final form, content, designation, and terms of the Bonds, including a |
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141 | | - | determination that the Bonds may be issued in certificated or book-entry form; |
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142 | | - | (2) The principal amount of the Bonds to be issued and denominations of the |
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143 | | - | Bonds; |
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144 | | - | (3) The rate or rates of interest or the method for determining the rate or rates of |
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145 | | - | interest on the Bonds; |
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146 | | - | (4) The date or dates of issuance, sale, and delivery of, and the payment of interest |
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147 | | - | on the Bonds, and the maturity date or dates of the Bonds; |
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148 | | - | (5) The terms under which the Bonds may be paid, optionally or mandatorily |
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149 | | - | redeemed, accelerated, tendered, called, or put for redemption, repurchase, or remarketing before |
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150 | | - | their respective stated maturities; |
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151 | | - | (6) Provisions for the registration, transfer, and exchange of the Bonds and the |
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152 | | - | replacement of mutilated, lost, stolen, or destroyed Bonds; |
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153 | | - | (7) The creation of any reserve fund, sinking fund, or other fund with respect to the |
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154 | | - | Bonds; |
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155 | | - | (8) The time and place of payment of the Bonds; |
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156 | | - | (9) Procedures for monitoring the use of the proceeds received from the sale of the |
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157 | | - | Bonds to ensure that the proceeds are properly applied to the Project and used to accomplish the |
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158 | | - | purposes of the Home Rule Act and this resolution; |
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159 | | - | (10) Actions necessary to qualify the Bonds under blue sky laws of any jurisdiction |
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160 | | - | where the Bonds are marketed; and |
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161 | | - | (11) The terms and types of credit enhancement, if any, under which the Bonds may |
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162 | | - | be secured. |
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163 | | - | (b) The Bonds shall contain a legend, which shall provide that the Bonds are special |
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164 | | - | obligations of the District, are without recourse to the District, are not a pledge of, and do not |
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165 | | - | involve the faith and credit or the taxing power of the District, do not constitute a debt of the |
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166 | | - | District, and do not constitute lending of the public credit for private undertakings as prohibited in |
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167 | | - | section 602(a)(2) of the Home Rule Act. |
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168 | | - | (c) The Bonds shall be executed in the name of the District and on its behalf by the manual |
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169 | | - | or facsimile signature of the Mayor, and attested by the Secretary of the District of Columbia by the |
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170 | | - | Secretary of the District of Columbia’s manual or facsimile signature. The Mayor’s execution and |
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171 | | - | delivery of the Bonds shall constitute conclusive evidence of the Mayor’s approval, on behalf of the |
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172 | | - | District, of the final form and content of the Bonds. |
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173 | | - | (d) The official seal of the District, or a facsimile of it, shall be impressed, printed, or |
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174 | | - | otherwise reproduced on the Bonds. |
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175 | | - | (e) The Bonds of any series may be issued in accordance with the terms of a trust instrument |
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176 | | - | to be entered into by the District and a trustee to be selected by the Borrower subject to the approval |
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177 | | - | of the Mayor, and may be subject to the terms of one or more agreements entered into by the Mayor |
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178 | | - | pursuant to section 490(a)(4) of the Home Rule Act. ENROLLED ORIGINAL |
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179 | | - | |
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180 | | - | |
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| 127 | + | (1) Section 490 of the Home Rule Act provides that the Council may by resolution 1 |
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| 128 | + | authorize the issuance of District revenue bonds, notes, or other obligations (including refunding 2 |
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| 129 | + | bonds, notes, or other obligations) to borrow money to finance, refinance, or reimburse costs, and to 3 |
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| 130 | + | assist in the financing, refinancing, or reimbursing of the costs of undertakings in certain areas 4 |
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| 131 | + | designated in section 490 and may e ffect the financing, refinancing, or reimbursement by loans 5 |
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| 132 | + | made directly or indirectly to any individual or legal entity, by the purchase of any mortgage, note, 6 |
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| 133 | + | or other security, or by the purchase, lease, or sale of any property. 7 |
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| 134 | + | (2) The Borrower has requested the District to issue, sell, and deliver revenue bonds, 8 |
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| 135 | + | in one or more series, in an aggregate principal amount not to exceed $3 .25 million and to make the 9 |
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| 136 | + | Loan for the purpose of financing, refinancing, or reimbursing costs of the Project. 10 |
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| 137 | + | (3) The Project is located in the District and will contribute to the health, education, 11 |
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| 138 | + | safety, or welfare of, or the creation or preservation of jobs for, residents of the District, or to the 12 |
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| 139 | + | economic development of the District. 13 |
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| 140 | + | (4) The Project is an undertaking in the area of commercial development within the 14 |
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| 141 | + | meaning of section 490 of the Home Rule Act. 15 |
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| 142 | + | (5) The authorization, issuance, sale, and delivery of the Bonds and the Loan to 16 |
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| 143 | + | the Borrower are desirable, are in the public interest, will promote the purpose and intent of 17 |
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| 144 | + | section 490 of the Home Rule Act, and will assist the Project. 18 |
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| 145 | + | Sec. 4. Bond authorization. 19 |
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| 146 | + | (a) The Mayor is authorized pursuant to the Home Rule Act and this resolution to assist in 20 |
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| 147 | + | financing, refinancing, or reimbursing the costs of the Project by: 21 |
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| 148 | + | (1) The issuance, sale, and delivery of the Bonds, in one or more series, in an 22 |
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| 149 | + | aggregate principal amount not to exceed $3.25 million; and 23 |
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184 | | - | (f) The Bonds may be issued at any time or from time to time in one or more issues and in |
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185 | | - | one or more series. |
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186 | | - | |
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187 | | - | Sec. 6. Sale of the Bonds. |
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188 | | - | (a) The Bonds of any series may be sold at negotiated or competitive sale at, above, or |
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189 | | - | below par, to one or more persons or entities, and upon terms that the Mayor considers to be in the |
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190 | | - | best interest of the District. |
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191 | | - | (b) The Mayor or an Authorized Delegate may execute, in connection with each sale of the |
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192 | | - | Bonds, offering documents on behalf of the District, may deem final any such offering document on |
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193 | | - | behalf of the District for purposes of compliance with federal laws and regulations governing such |
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194 | | - | matters and may authorize the distribution of the documents in connection with the sale of the |
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195 | | - | Bonds. |
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196 | | - | (c) The Mayor is authorized to deliver the executed and sealed Bonds, on behalf of the |
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197 | | - | District, for authentication, and, after the Bonds have been authenticated, to deliver the Bonds to the |
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198 | | - | original purchasers of the Bonds upon payment of the purchase price. |
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199 | | - | (d) The Bonds shall not be issued until the Mayor receives an approving opinion from Bond |
---|
200 | | - | Counsel as to the validity of the Bonds of such series and, if the interest on the Bonds is expected to |
---|
201 | | - | be exempt from federal income taxation, the treatment of the interest on the Bonds for purposes of |
---|
202 | | - | federal income taxation. |
---|
203 | | - | |
---|
204 | | - | Sec. 7. Payment and security. |
---|
205 | | - | (a) The principal of, premium, if any, and interest on, the Bonds shall be payable solely from |
---|
206 | | - | proceeds received from the sale of the Bonds, income realized from the temporary investment of |
---|
207 | | - | those proceeds, receipts and revenues realized by the District from the Loan, income realized from |
---|
208 | | - | the temporary investment of those receipts and revenues prior to payment to the Bond owners, other |
---|
209 | | - | moneys that, as provided in the Financing Documents, may be made available to the District for the |
---|
210 | | - | payment of the Bonds, and other sources of payment (other than from the District), all as provided |
---|
211 | | - | for in the Financing Documents. |
---|
212 | | - | (b) Payment of the Bonds shall be secured as provided in the Financing Documents and by |
---|
213 | | - | an assignment by the District for the benefit of the Bond owners of certain of its rights under the |
---|
214 | | - | Financing Documents and Closing Documents, including a security interest in certain collateral, if |
---|
215 | | - | any, to the trustee for the Bonds pursuant to the Financing Documents. |
---|
216 | | - | (c) The trustee is authorized to deposit, invest, and disburse the proceeds received from the |
---|
217 | | - | sale of the Bonds pursuant to the Financing Documents. |
---|
218 | | - | |
---|
219 | | - | Sec. 8. Financing and Closing Documents. |
---|
220 | | - | (a) The Mayor is authorized to prescribe the final form and content of all Financing |
---|
221 | | - | Documents and all Closing Documents to which the District is a party that may be necessary or |
---|
222 | | - | appropriate to issue, sell, and deliver the Bonds and to make the Loan to the Borrower. Each of the ENROLLED ORIGINAL |
---|
223 | | - | |
---|
224 | | - | |
---|
| 153 | + | (2) The making of the Loan. 1 |
---|
| 154 | + | (b) The Mayor is authorized to make the Loan to the Borrower for the purpose of financing, 2 |
---|
| 155 | + | refinancing, or reimbursing the costs of the Project and establishing any fund with respect to the 3 |
---|
| 156 | + | Bonds as required by the Financing Documents. 4 |
---|
| 157 | + | (c) The Mayor may charge a program fee to the Borrower, including, but not limited to, an 5 |
---|
| 158 | + | amount sufficient to cover costs and expenses incurred by the District in connection with the 6 |
---|
| 159 | + | issuance, sale, and delivery of each series of the Bonds, the District’s participation in the monitoring 7 |
---|
| 160 | + | of the use of the Bond proceeds and compliance with any public benefit agreements with the 8 |
---|
| 161 | + | District, and maintaining official records of each bond transaction and assisting in the redemption, 9 |
---|
| 162 | + | repurchase, and remarketing of the Bonds. 10 |
---|
| 163 | + | ( d) The Bond authorization set forth in this resolution includes the authorization to issue 11 |
---|
| 164 | + | refunding Bonds to refinance any Bonds previously issued under this resolution to finance the 12 |
---|
| 165 | + | Project; provided, that the maximum principal amount of Bonds outstanding at any time does not 13 |
---|
| 166 | + | exceed the maximum principal amount of Bonds authorized hereunder. 14 |
---|
| 167 | + | Sec. 5. Bond details. 15 |
---|
| 168 | + | (a) The Mayor and each Authorized Delegate is authorized to take any action reasonably 16 |
---|
| 169 | + | necessary or appropriate in accordance with this resolution in connection with the preparation, 17 |
---|
| 170 | + | execution, issuance, sale, delivery, security for, and payment of the Bonds of each series, including, 18 |
---|
| 171 | + | but not limited to, determinations of: 19 |
---|
| 172 | + | (1) The final form, content, designation, and terms of the Bonds, including a 20 |
---|
| 173 | + | determination that the Bonds may be issued in certificated or book- entry form; 21 |
---|
| 174 | + | (2) The principal amount of the Bonds to be issued and denominations of the 22 |
---|
| 175 | + | Bonds; 23 |
---|
228 | | - | Financing Documents and each of the Closing Documents to which the District is not a party shall |
---|
229 | | - | be approved, as to form and content, by the Mayor. |
---|
230 | | - | (b) The Mayor is authorized to execute, in the name of the District and on its behalf, the |
---|
231 | | - | Financing Documents and any Closing Documents to which the District is a party by the Mayor’s |
---|
232 | | - | manual or facsimile signature. |
---|
233 | | - | (c) If required, the official seal of the District, or a facsimile of it, shall be impressed, |
---|
234 | | - | printed, or otherwise reproduced on the Financing Documents and the Closing Documents to which |
---|
235 | | - | the District is a party. |
---|
236 | | - | (d) The Mayor’s execution and delivery of the Financing Documents and the Closing |
---|
237 | | - | Documents to which the District is a party shall constitute conclusive evidence of the Mayor’s |
---|
238 | | - | approval, on behalf of the District, of the final form and content of said executed Financing |
---|
239 | | - | Documents and said executed Closing Documents. |
---|
240 | | - | (e) The Mayor is authorized to deliver the executed and sealed Financing Documents and |
---|
241 | | - | Closing Documents, on behalf of the District, prior to or simultaneously with the issuance, sale, and |
---|
242 | | - | delivery of the Bonds, and to ensure the due performance of the obligations of the District contained |
---|
243 | | - | in the executed, sealed, and delivered Financing Documents and Closing Documents. |
---|
244 | | - | |
---|
245 | | - | Sec. 9. Authorized delegation of authority. |
---|
246 | | - | To the extent permitted by District and federal laws, the Mayor may delegate to any |
---|
247 | | - | Authorized Delegate the performance of any function authorized to be performed by the Mayor |
---|
248 | | - | under this resolution. |
---|
249 | | - | |
---|
250 | | - | Sec. 10. Limited liability. |
---|
251 | | - | (a) The Bonds shall be special obligations of the District. The Bonds shall be without |
---|
252 | | - | recourse to the District. The Bonds shall not be general obligations of the District, shall not be a |
---|
253 | | - | pledge of or involve the faith and credit or the taxing power of the District, shall not constitute a |
---|
254 | | - | debt of the District, and shall not constitute lending of the public credit for private undertakings as |
---|
255 | | - | prohibited in section 602(a)(2) of the Home Rule Act. |
---|
256 | | - | (b) The Bonds shall not give rise to any pecuniary liability of the District and the District |
---|
257 | | - | shall have no obligation with respect to the purchase of the Bonds. |
---|
258 | | - | (c) Nothing contained in the Bonds, in the Financing Documents, or in the Closing |
---|
259 | | - | Documents shall create an obligation on the part of the District to make payments with respect to |
---|
260 | | - | the Bonds from sources other than those listed for that purpose in section 7. |
---|
261 | | - | (d) The District shall have no liability for the payment of any Issuance Costs or for any |
---|
262 | | - | transaction or event to be effected by the Financing Documents. |
---|
263 | | - | (e) All covenants, obligations, and agreements of the District contained in this resolution, |
---|
264 | | - | the Bonds, and the executed, sealed, and delivered Financing Documents and Closing Documents to |
---|
265 | | - | which the District is a party, shall be considered to be the covenants, obligations, and agreements of |
---|
266 | | - | the District to the fullest extent authorized by law, and each of those covenants, obligations, and |
---|
267 | | - | agreements shall be binding upon the District, subject to the limitations set forth in this resolution. ENROLLED ORIGINAL |
---|
268 | | - | |
---|
269 | | - | |
---|
| 179 | + | (3) The rate or rates of interest or the method for determining the rate or rates of 1 |
---|
| 180 | + | interest on the Bonds; 2 |
---|
| 181 | + | (4) The date or dates of issuance, sale, and delivery of, and the payment of interest 3 |
---|
| 182 | + | on the Bonds, and the maturity date or dates of the Bonds; 4 |
---|
| 183 | + | (5) The terms under which the Bonds may be paid, optionally or mandatorily 5 |
---|
| 184 | + | redeemed, accelerated, tendered, called, or put for redemption, repurchase, or remarketing before 6 |
---|
| 185 | + | their respective stated maturities; 7 |
---|
| 186 | + | (6) Provisions for the registration, transfer, and exchange of the Bonds and the 8 |
---|
| 187 | + | replacement of mutilated, lost, stolen, or destroyed Bonds; 9 |
---|
| 188 | + | (7) The creation of any reserve fund, sinking fund, or other fund with respect to the 10 |
---|
| 189 | + | Bonds; 11 |
---|
| 190 | + | (8) The time and place of payment of the Bonds; 12 |
---|
| 191 | + | (9) Procedures for monitoring the use of the proceeds received from the sale of the 13 |
---|
| 192 | + | Bonds to ensure that the proceeds are properly applied to the Project and used to accomplish the 14 |
---|
| 193 | + | purposes of the Home Rule Act and this resolution; 15 |
---|
| 194 | + | (10) Actions necessary to qualify the Bonds under blue sky laws of any jurisdiction 16 |
---|
| 195 | + | where the Bonds are marketed; and 17 |
---|
| 196 | + | (11) The terms and types of credit enhancement, if any, under which the Bonds may 18 |
---|
| 197 | + | be secured. 19 |
---|
| 198 | + | (b) The Bonds shall contain a legend, which shall provide that the Bonds are special 20 |
---|
| 199 | + | obligations of the District, are without recourse to the District, are not a pledge of, and do not 21 |
---|
| 200 | + | involve the faith and credit or the taxing power of the District, do not constitute a debt of the 22 |
---|
273 | | - | (f) No person, including, but not limited to, the Borrower and any Bond owner, shall have |
---|
274 | | - | any claims against the District or any of its elected or appointed officials, officers, employees, or |
---|
275 | | - | agents for monetary damages suffered as a result of the failure of the District or any of its elected or |
---|
276 | | - | appointed officials, officers, employees, or agents to perform any covenant, undertaking, or |
---|
277 | | - | obligation under this resolution, the Bonds, the Financing Documents, or the Closing Documents, or |
---|
278 | | - | as a result of the incorrectness of any representation in or omission from the Financing Documents |
---|
279 | | - | or the Closing Documents, unless the District or its elected or appointed officials, officers, |
---|
280 | | - | employees, or agents have acted in a willful and fraudulent manner. |
---|
281 | | - | |
---|
282 | | - | Sec. 11. District officials. |
---|
283 | | - | (a) Except as otherwise provided in section 10(f), the elected or appointed officials, officers, |
---|
284 | | - | employees, or agents of the District shall not be liable personally for the payment of the Bonds or be |
---|
285 | | - | subject to any personal liability by reason of the issuance, sale or delivery of the Bonds, or for any |
---|
286 | | - | representations, warranties, covenants, obligations, or agreements of the District contained in this |
---|
287 | | - | resolution, the Bonds, the Financing Documents, or the Closing Documents. |
---|
288 | | - | (b) The signature, countersignature, facsimile signature, or facsimile countersignature of |
---|
289 | | - | any official appearing on the Bonds, the Financing Documents, or the Closing Documents shall |
---|
290 | | - | be valid and sufficient for all purposes notwithstanding the fact that the individual signatory |
---|
291 | | - | ceases to hold that office before delivery of the Bonds, the Financing Documents, or the Closing |
---|
292 | | - | Documents. |
---|
293 | | - | |
---|
294 | | - | Sec. 12. Maintenance of documents. |
---|
295 | | - | Copies of the specimen Bonds and of the final Financing Documents and Closing |
---|
296 | | - | Documents shall be filed in the Office of the Secretary of the District of Columbia. |
---|
297 | | - | |
---|
298 | | - | Sec. 13. Information reporting. |
---|
299 | | - | Within 3 days after the Mayor’s receipt of the transcript of proceedings relating to the |
---|
300 | | - | issuance of the Bonds, the Mayor shall transmit a copy of the transcript to the Secretary to the |
---|
301 | | - | Council. |
---|
302 | | - | |
---|
303 | | - | Sec. 14. Disclaimer. |
---|
304 | | - | (a) The issuance of Bonds is in the discretion of the District. Nothing contained in this |
---|
305 | | - | resolution, the Bonds, the Financing Documents, or the Closing Documents shall be construed as |
---|
306 | | - | obligating the District to issue any Bonds for the benefit of the Borrower or to participate in or assist |
---|
307 | | - | the Borrower in any way with financing, refinancing, or reimbursing the costs of the Project. The |
---|
308 | | - | Borrower shall have no claims for damages or for any other legal or equitable relief against the |
---|
309 | | - | District, its elected or appointed officials, officers, employees, or agents as a consequence of any |
---|
310 | | - | failure to issue any Bonds for the benefit of the Borrower. |
---|
311 | | - | (b) The District reserves the right to issue the Bonds in the order or priority it determines in |
---|
312 | | - | its sole and absolute discretion. The District gives no assurance and makes no representations that ENROLLED ORIGINAL |
---|
313 | | - | |
---|
314 | | - | |
---|
| 204 | + | District, and do not constitute lending of the public credit for private undertakings as prohibited in 1 |
---|
| 205 | + | section 602(a)(2) of the Home Rule Act. 2 |
---|
| 206 | + | (c) The Bonds shall be executed in the name of the District and on its behalf by the manual 3 |
---|
| 207 | + | or facsimile signature of the Mayor, and attested by the Secretary of State of the District of 4 |
---|
| 208 | + | Columbia by the Secretary of State of the District of Columbia’s manual or facsimile signature. The 5 |
---|
| 209 | + | Mayor’s execution and delivery of the Bonds shall constitute conclusive evidence of the Mayor’s 6 |
---|
| 210 | + | approval, on behalf of the District, of the final form and content of the Bonds. 7 |
---|
| 211 | + | (d) The official seal of the District, or a facsimile of it, shall be impressed, printed, or 8 |
---|
| 212 | + | otherwise reproduced on the Bonds. 9 |
---|
| 213 | + | (e) The Bonds of any series may be issued in accordance with the terms of a trust instrument 10 |
---|
| 214 | + | to be entered into by the District and a trustee to be selected by the Borrower subject to the approval 11 |
---|
| 215 | + | of the Mayor, and may be subject to the terms of one or more agreements entered into by the Mayor 12 |
---|
| 216 | + | pursuant to section 490(a)(4) of the Home Rule Act. 13 |
---|
| 217 | + | (f) The Bonds may be issued at any time or from time to time in one or more issues and in 14 |
---|
| 218 | + | one or more series. 15 |
---|
| 219 | + | Sec. 6. Sale of the Bonds. 16 |
---|
| 220 | + | (a) The Bonds of any series may be sold at negotiated or competitive sale at, above, or 17 |
---|
| 221 | + | below par, to one or more persons or entities, and upon terms that the Mayor considers to be in the 18 |
---|
| 222 | + | best interest of the District. 19 |
---|
| 223 | + | (b) The Mayor or an Authorized Delegate may execute, in connection with each sale of the 20 |
---|
| 224 | + | Bonds, offering documents on behalf of the District, may deem final any such offering document on 21 |
---|
| 225 | + | behalf of the District for purposes of compliance with federal laws and regulations governing such 22 |
---|
318 | | - | any portion of any limited amount of bonds or other obligations, the interest on which is excludable |
---|
319 | | - | from gross income for federal income tax purposes, will be reserved or will be available at the time |
---|
320 | | - | of the proposed issuance of the Bonds. |
---|
321 | | - | (c) The District, by adopting this resolution or by taking any other action in connection with |
---|
322 | | - | financing, refinancing, or reimbursing costs of the Project, does not provide any assurance that the |
---|
323 | | - | Project is viable or sound, that the Borrower is financially sound, or that amounts owing on the |
---|
324 | | - | Bonds or pursuant to the Loan will be paid. Neither the Borrower, any purchaser of the Bonds, nor |
---|
325 | | - | any other person shall rely upon the District with respect to these matters. |
---|
326 | | - | |
---|
327 | | - | Sec. 15. Expiration. |
---|
328 | | - | If any Bonds are not issued, sold, and delivered to the original purchaser within 3 years of |
---|
329 | | - | the date of this resolution, the authorization provided in this resolution with respect to the issuance, |
---|
330 | | - | sale, and delivery of the Bonds shall expire. |
---|
331 | | - | |
---|
332 | | - | Sec. 16. Severability. |
---|
333 | | - | If any particular provision of this resolution or the application thereof to any person or |
---|
334 | | - | circumstance is held invalid, the remainder of this resolution and the application of such provision |
---|
335 | | - | to other persons or circumstances shall not be affected thereby. If any action or inaction |
---|
336 | | - | contemplated under this resolution is determined to be contrary to the requirements of applicable |
---|
337 | | - | law, such action or inaction shall not be necessary for the purpose of issuing of the Bonds, and the |
---|
338 | | - | validity of the Bonds shall not be adversely affected. |
---|
339 | | - | |
---|
340 | | - | Sec. 17. Compliance with public approval requirement. |
---|
341 | | - | This approval shall constitute the approval of the Council as required in section 147(f) of the |
---|
342 | | - | Internal Revenue Code of 1986, as amended (“Code”), and section 490(k) of the Home Rule Act, |
---|
343 | | - | for the Project to be financed, refinanced, or reimbursed with the proceeds of the Bonds. This |
---|
344 | | - | resolution approving the issuance of the Bonds for the Project has been adopted by the Council after |
---|
345 | | - | a public hearing held in accordance with section 147(f) of the Code, as such section may be |
---|
346 | | - | amended, and the corresponding regulations promulgated by the United States Department of the |
---|
347 | | - | Treasury. |
---|
348 | | - | |
---|
349 | | - | Sec. 18. Transmittal. |
---|
350 | | - | The Council shall transmit a copy of this resolution, upon its adoption, to the Mayor. |
---|
351 | | - | |
---|
352 | | - | Sec. 19. Fiscal impact statement. |
---|
353 | | - | The Council adopts the fiscal impact statement in the committee report as the fiscal impact |
---|
354 | | - | statement required by section 4a of the General Legislative Procedures Act of 1975, approved |
---|
355 | | - | October 16, 2006 (120 Stat. 2038; D.C. Official Code § 1-301.47a). |
---|
356 | | - | |
---|
357 | | - | ENROLLED ORIGINAL |
---|
358 | | - | |
---|
359 | | - | |
---|
| 229 | + | matters and may authorize the distribution of the documents in connection with the sale of the 1 |
---|
| 230 | + | Bonds. 2 |
---|
| 231 | + | (c) The Mayor is authorized to deliver the executed and sealed Bonds, on behalf of the 3 |
---|
| 232 | + | District, for authentication, and, after the Bonds have been authenticated, to deliver the Bonds to the 4 |
---|
| 233 | + | original purchasers of the Bonds upon payment of the purchase price. 5 |
---|
| 234 | + | (d) The Bonds shall not be issued until the Mayor receives an approving opinion from Bond 6 |
---|
| 235 | + | Counsel as to the validity of the Bonds of such series and, if the interest on the Bonds is expected to 7 |
---|
| 236 | + | be exempt from federal income taxation, the treatment of the interest on the Bonds for purposes of 8 |
---|
| 237 | + | federal income taxation. 9 |
---|
| 238 | + | Sec. 7. Payment and security. 10 |
---|
| 239 | + | (a) The principal of, premium, if any, and interest on, the Bonds shall be payable solely from 11 |
---|
| 240 | + | proceeds received from the sale of the Bonds, income realized from the temporary investment of 12 |
---|
| 241 | + | those proceeds, receipts and revenues realized by the District from the Loan, income realized from 13 |
---|
| 242 | + | the temporary investment of those receipts and revenues prior to payment to the Bond owners, other 14 |
---|
| 243 | + | moneys that, as provided in the Financing Documents, may be made available to the District for the 15 |
---|
| 244 | + | payment of the Bonds, and other sources of payment (other than from the District), all as provided 16 |
---|
| 245 | + | for in the Financing Documents. 17 |
---|
| 246 | + | (b) Payment of the Bonds shall be secured as provided in the Financing Documents and by 18 |
---|
| 247 | + | an assignment by the District for the benefit of the Bond owners of certain of its rights under the 19 |
---|
| 248 | + | Financing Documents and Closing Documents, including a security interest in certain collateral, if 20 |
---|
| 249 | + | any, to the trustee for the Bonds pursuant to the Financing Documents. 21 |
---|
| 250 | + | (c) The trustee is authorized to deposit, invest, and disburse the proceeds received from the 22 |
---|
| 251 | + | sale of the Bonds pursuant to the Financing Documents. 23 |
---|
363 | | - | Sec. 20. Effective date. |
---|
364 | | - | This resolution shall take effect immediately. |
---|
| 255 | + | Sec. 8. Financing and Closing Documents. 1 |
---|
| 256 | + | (a) The Mayor is authorized to prescribe the final form and content of all Financing 2 |
---|
| 257 | + | Documents and all Closing Documents to which the District is a party that may be necessary or 3 |
---|
| 258 | + | appropriate to issue, sell, and deliver the Bonds and to make the Loan to the Borrower. Each of the 4 |
---|
| 259 | + | Financing Documents and each of the Closing Documents to which the District is not a party shall 5 |
---|
| 260 | + | be approved, as to form and content, by the Mayor. 6 |
---|
| 261 | + | (b) The Mayor is authorized to execute, in the name of the District and on its behalf, the 7 |
---|
| 262 | + | Financing Documents and any Closing Documents to which the District is a party by the Mayor’s 8 |
---|
| 263 | + | manual or facsimile signature. 9 |
---|
| 264 | + | (c) If required, the official seal of the District, or a facsimile of it, shall be impressed, 10 |
---|
| 265 | + | printed, or otherwise reproduced on the Financing Documents and the Closing Documents to which 11 |
---|
| 266 | + | the District is a party. 12 |
---|
| 267 | + | (d) The Mayor’s execution and delivery of the Financing Documents and the Closing 13 |
---|
| 268 | + | Documents to which the District is a party shall constitute conclusive evidence of the Mayor’s 14 |
---|
| 269 | + | approval, on behalf of the District, of the final form and content of said executed Financing 15 |
---|
| 270 | + | Documents and said executed Closing Documents. 16 |
---|
| 271 | + | (e) The Mayor is authorized to deliver the executed and sealed Financing Documents and 17 |
---|
| 272 | + | Closing Documents, on behalf of the District, prior to or simultaneously with the issuance, sale, and 18 |
---|
| 273 | + | delivery of the Bonds, and to ensure the due performance of the obligations of the District contained 19 |
---|
| 274 | + | in the executed, sealed, and delivered Financing Documents and Closing Documents. 20 |
---|
| 275 | + | Sec. 9. Authorized delegation of authority. 21 |
---|
| 276 | + | |
---|
| 277 | + | |
---|
| 278 | + | 10 |
---|
| 279 | + | To the extent permitted by District and federal laws, the Mayor may delegate to any 1 |
---|
| 280 | + | Authorized Delegate the performance of any function authorized to be performed by the Mayor 2 |
---|
| 281 | + | under this resolution. 3 |
---|
| 282 | + | Sec. 10. Limited liability. 4 |
---|
| 283 | + | (a) The Bonds shall be special obligations of the District. The Bonds shall be without 5 |
---|
| 284 | + | recourse to the District. The Bonds shall not be general obligations of the District, shall not be a 6 |
---|
| 285 | + | pledge of or involve the faith and credit or the taxing power of the District, shall not constitute a 7 |
---|
| 286 | + | debt of the District, and shall not constitute lending of the public credit for private undertakings as 8 |
---|
| 287 | + | prohibited in section 602(a)(2) of the Home Rule Act. 9 |
---|
| 288 | + | (b) The Bonds shall not give rise to any pecuniary liability of the District and the District 10 |
---|
| 289 | + | shall have no obligation with respect to the purchase of the Bonds. 11 |
---|
| 290 | + | (c) Nothing contained in the Bonds, in the Financing Documents, or in the Closing 12 |
---|
| 291 | + | Documents shall create an obligation on the part of the District to make payments with respect to 13 |
---|
| 292 | + | the Bonds from sources other than those listed for that purpose in section 7. 14 |
---|
| 293 | + | (d) The District shall have no liability for the payment of any Issuance Costs or for any 15 |
---|
| 294 | + | transaction or event to be effected by the Financing Documents. 16 |
---|
| 295 | + | (e) All covenants, obligations, and agreements of the District contained in this resolution, 17 |
---|
| 296 | + | the Bonds, and the executed, sealed, and delivered Financing Documents and Closing Documents to 18 |
---|
| 297 | + | which the District is a party, shall be considered to be the covenants, obligations, and agreements of 19 |
---|
| 298 | + | the District to the fullest extent authorized by law, and each of those covenants, obligations, and 20 |
---|
| 299 | + | agreements shall be binding upon the District, subject to the limitations set forth in this resolution. 21 |
---|
| 300 | + | (f) No person, including, but not limited to, the Borrower and any Bond owner, shall have 22 |
---|
| 301 | + | any claims against the District or any of its elected or appointed officials, officers, employees, or 23 |
---|
| 302 | + | |
---|
| 303 | + | |
---|
| 304 | + | 11 |
---|
| 305 | + | agents for monetary damages suffered as a result of the failure of the District or any of its elected or 1 |
---|
| 306 | + | appointed officials, officers, employees, or agents to perform any covenant, undertaking, or 2 |
---|
| 307 | + | obligation under this resolution, the Bonds, the Financing Documents, or the Closing Documents, or 3 |
---|
| 308 | + | as a result of the incorrectness of any representation in or omission from the Financing Documents 4 |
---|
| 309 | + | or the Closing Documents, unless the District or its elected or appointed officials, officers, 5 |
---|
| 310 | + | employees, or agents have acted in a willful and fraudulent manner. 6 |
---|
| 311 | + | Sec. 11. District officials. 7 |
---|
| 312 | + | (a) Except as otherwise provided in section 10(f), the elected or appointed officials, officers, 8 |
---|
| 313 | + | employees, or agents of the District shall not be liable personally for the payment of the Bonds or be 9 |
---|
| 314 | + | subject to any personal liability by reason of the issuance, sale or delivery of the Bonds, or for any 10 |
---|
| 315 | + | representations, warranties, covenants, obligations, or agreements of the District contained in this 11 |
---|
| 316 | + | resolution, the Bonds, the Financing Documents, or the Closing Documents. 12 |
---|
| 317 | + | (b) The signature, countersignature, facsimile signature, or facsimile countersignature of 13 |
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| 318 | + | any official appearing on the Bonds, the Financing Documents, or the Closing Documents shall 14 |
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| 319 | + | be valid and sufficient for all purposes notwithstanding the fact that the individual signatory 15 |
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| 320 | + | ceases to hold that office before delivery of the Bonds, the Financing Documents, or the Closing 16 |
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| 321 | + | Documents. 17 |
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| 322 | + | Sec. 12. Maintenance of documents. 18 |
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| 323 | + | Copies of the specimen Bonds and of the final Financing Documents and Closing 19 |
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| 324 | + | Documents shall be filed in the Office of the Secretary of State of the District of Columbia. 20 |
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| 325 | + | Sec. 13. Information reporting. 21 |
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| 326 | + | |
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| 327 | + | |
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| 328 | + | 12 |
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| 329 | + | Within 3 days after the Mayor’s receipt of the transcript of proceedings relating to the 1 |
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| 330 | + | issuance of the Bonds, the Mayor shall transmit a copy of the transcript to the Secretary to the 2 |
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| 331 | + | Council. 3 |
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| 332 | + | Sec. 14. Disclaimer. 4 |
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| 333 | + | (a) The issuance of Bonds is in the discretion of the District. Nothing contained in this 5 |
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| 334 | + | resolution, the Bonds, the Financing Documents, or the Closing Documents shall be construed as 6 |
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| 335 | + | obligating the District to issue any Bonds for the benefit of the Borrower or to participate in or assist 7 |
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| 336 | + | the Borrower in any way with financing, refinancing, or reimbursing the costs of the Project. The 8 |
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| 337 | + | Borrower shall have no claims for damages or for any other legal or equitable relief against the 9 |
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| 338 | + | District, its elected or appointed officials, officers, employees, or agents as a consequence of any 10 |
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| 339 | + | failure to issue any Bonds for the benefit of the Borrower. 11 |
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| 340 | + | (b) The District reserves the right to issue the Bonds in the order or priority it determines in 12 |
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| 341 | + | its sole and absolute discretion. The District gives no assurance and makes no representations that 13 |
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| 342 | + | any portion of any limited amount of bonds or other obligations, the interest on which is excludable 14 |
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| 343 | + | from gross income for federal income tax purposes, will be reserved or will be available at the time 15 |
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| 344 | + | of the proposed issuance of the Bonds. 16 |
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| 345 | + | (c) The District, by adopting this resolution or by taking any other action in connection with 17 |
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| 346 | + | financing, refinancing, or reimbursing costs of the Project, does not provide any assurance that the 18 |
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| 347 | + | Project is viable or sound, that the Borrower is financially sound, or that amounts owing on the 19 |
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| 348 | + | Bonds or pursuant to the Loan will be paid. Neither the Borrower, any purchaser of the Bonds, nor 20 |
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| 349 | + | any other person shall rely upon the District with respect to these matters. 21 |
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| 350 | + | |
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| 351 | + | |
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| 352 | + | 13 |
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| 353 | + | Sec. 15. Expiration. 1 |
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| 354 | + | If any Bonds are not issued, sold, and delivered to the original purchaser within 3 years of 2 |
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| 355 | + | the date of this resolution, the authorization provided in this resolution with respect to the issuance, 3 |
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| 356 | + | sale, and delivery of the Bonds shall expire. 4 |
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| 357 | + | Sec. 16. Severability. 5 |
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| 358 | + | If any particular provision of this resolution or the application thereof to any person or 6 |
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| 359 | + | circumstance is held invalid, the remainder of this resolution and the application of such provision 7 |
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| 360 | + | to other persons or circumstances shall not be affected thereby. If any action or inaction 8 |
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| 361 | + | contemplated under this resolution is determined to be contrary to the requirements of applicable 9 |
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| 362 | + | law, such action or inaction shall not be necessary for the purpose of issuing of the Bonds, and the 10 |
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| 363 | + | validity of the Bonds shall not be adversely affected. 11 |
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| 364 | + | Sec. 17. Compliance with public approval requirement. 12 |
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| 365 | + | This approval shall constitute the approval of the Council as required in section 147(f) of the 13 |
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| 366 | + | Internal Revenue Code of 1986, as amended, and section 490(k) of the Home Rule Act, for the 14 |
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| 367 | + | Project to be financed, refinanced, or reimbursed with the proceeds of the Bonds. This resolution 15 |
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| 368 | + | approving the issuance of the Bonds for the Project has been adopted by the Council after a public 16 |
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| 369 | + | hearing held in accordance with section 147(f) of the Code, as such section may be amended, and 17 |
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| 370 | + | the corresponding regulations promulgated by the United States Department of the Treasury. 18 |
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| 371 | + | Sec. 18. Transmittal. 19 |
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| 372 | + | The Council shall transmit a copy of this resolution, upon its adoption, to the Mayor. 20 |
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| 373 | + | |
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| 374 | + | |
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| 375 | + | 14 |
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| 376 | + | Sec. 19. Fiscal impact statement. 1 |
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| 377 | + | The Council adopts the fiscal impact statement in the committee report as the fiscal impact 2 |
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| 378 | + | statement required by section 4a of the General Legislative Procedures Act of 1975, approved 3 |
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| 379 | + | October 16, 2006 (120 Stat. 2038; D.C. Official Code § 1- 301.47a). 4 |
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| 380 | + | Sec. 20. Effective date. 5 |
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| 381 | + | This resolution shall take effect immediately. 6 Jubilee Housing, Inc. – The Maycroft |
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| 382 | + | Revenue Bond Project |
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| 383 | + | |
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| 384 | + | FACT SHEET |
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| 385 | + | |
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| 386 | + | Jubilee Housing, Inc. has requested that the District issue tax-exempt revenue bonds in an |
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| 387 | + | aggregate principal amount not to exceed $3.25 million to refinance costs of their office space |
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| 388 | + | located at 1474 Columbia Road, NW, Washington, DC in Ward 1. |
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| 389 | + | |
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| 390 | + | |
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| 391 | + | The Applicant |
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| 392 | + | Jubilee Housing, Inc. (Jubilee) is an organization that safeguards the long- term affordability of |
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| 393 | + | housing in the Adams Morgan, Columbia Heights, and Mount Pleasant neighborhoods while |
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| 394 | + | providing programs and services that support family success. Jubilee currently owns and |
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| 395 | + | operates 13 buildings with 464 residential units and 20,000 square feet of program space. |
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| 396 | + | |
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| 397 | + | Jubilee currently serves a diverse community of over 1,000 people, made up of individuals, families, children, seniors, formerly homeless, and returning citizens recently released from |
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| 398 | + | incarceration. Approximately 900 people are current residents of properties that Jubilee owns and |
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| 399 | + | operates. |
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| 400 | + | |
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| 401 | + | Proposed Project |
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| 402 | + | Jubilee Housing is seeking a $3.25 million revenue bond issuance to refinance existing debt on |
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| 403 | + | office space it owns at 1474 Columbia Road, NW, in the Columbia Heights neighborhood of |
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| 404 | + | Washington, DC. No renovations are currently needed on the property. |
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| 405 | + | |
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| 406 | + | Proceeds from the proposed bond issuance will be used to finance, refinance, or reimburse |
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| 407 | + | Jubilee for all or a portion of the costs incurred in connection with: |
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| 408 | + | (A) improvements, including leasehold improvements, of Jubilee’s facility located at 1474 |
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| 409 | + | Columbia Road, NW, (the “Facility”); |
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| 410 | + | (B) the purchase of certain equipment and furnishings for the Facility, together with other |
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| 411 | + | property, real and personal, functionally related and subordinate thereto; |
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| 412 | + | (C) funding any credit enhancement costs, liquidity costs or debt service reserve fund relating |
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| 413 | + | to the bonds; and |
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| 414 | + | (D) funding certain bond issuance costs. |
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| 415 | + | |
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| 416 | + | Financing Plan |
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| 417 | + | A summary of the proposed sources and uses of funds is attached (see Table 1). |
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| 418 | + | Feasibility/Structure/Security of the Bonds |
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| 419 | + | |
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| 420 | + | United Bank, the underwriter for this transaction, has deemed this transaction financially feasible |
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| 421 | + | based on its assessment and analysis . |
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| 422 | + | |
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| 423 | + | Public Purpose Benefits |
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| 424 | + | |
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| 425 | + | The Jubilee Housing transaction will help minimize the office space cost for the |
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| 426 | + | organization. This will allow the Jubilee team to continue to assist District residents with |
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| 427 | + | affordable housing and social services. |
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| 428 | + | |
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| 429 | + | Legal and Regulatory Affairs |
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| 430 | + | |
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| 431 | + | The law firm of Tiber Hudson, bond counsel to the DC R evenue Bond Program, has |
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| 432 | + | preliminarily determined that the applicant is a 501(c)(3) organization, and the project constitutes |
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| 433 | + | a permissible undertaking under Section 490(a)(1) of the District of Columbia Home Rule Act. |
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| 434 | + | |
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| 435 | + | Based on the foregoing, OAG, Bond Counsel, and the IRB have determined that the proposed |
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| 436 | + | project complies with criteria for approval of a proposed financing through the District’s |
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| 437 | + | Revenue Bond Program, and that the proposed project will allow the Jubilee to continue to |
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| 438 | + | provide affordable housing social services the District Washington, DC. TABLE 1 |
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| 439 | + | FINANCING PLAN |
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| 440 | + | |
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| 441 | + | |
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| 442 | + | SOURCES |
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| 443 | + | Bond Proceeds $3,250,000 |
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| 444 | + | USES |
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| 445 | + | Project Costs |
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| 446 | + | New Construction — |
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| 447 | + | Refinance/Refunding |
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| 448 | + | $3,020,347 |
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| 449 | + | Costs of Issuance: |
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| 450 | + | |
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| 451 | + | Underwriter/Placement Fee |
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| 452 | + | $11,375 |
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| 453 | + | IRB Program Fee |
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| 454 | + | $8,125 |
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| 455 | + | United Bank Legal |
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| 456 | + | $15,000 |
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| 457 | + | Equity Plus Financing Fee |
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| 458 | + | $32,500 |
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| 459 | + | Borrower’s Counsel Fee |
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| 460 | + | $15,000 |
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| 461 | + | Other Counsels’ Fee |
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| 462 | + | $15,000 |
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| 463 | + | Contingency |
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| 464 | + | $132,653 |
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| 465 | + | |
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| 466 | + | TOTAL: $3,250,000 |
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| 467 | + | GOVERNMENTOFTHEDISTRICTOFCOLUMBIA |
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| 468 | + | OfficeoftheAttorneyGeneral |
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| 469 | + | xk * |
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| 470 | + | CommercialDivision = |
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| 471 | + | ‘TaxandFinanceSection a |
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| 472 | + | ‘MEMORANDUM |
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| 473 | + | TO: WilliamLiggins,Director |
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| 474 | + | D.C.RevenueBond-EnterpriseZoneProgram |
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| 475 | + | OfficeoftheDeputyMayorforPlanning |
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| 476 | + | andEconomicDevelopment |
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| 477 | + | FROM:AndreaR.Littlejohn’?& |
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| 478 | + | SeniorAssistantAttorneyGeneral |
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| 479 | + | DATE: March20,2024 |
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| 480 | + | SUBJECT:LegalSufficiencyReview:JubileeHousing,Inc.~TheMaycroft,Revenue |
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| 481 | + | BondsProjectApprovalResolutionof2024 |
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| 482 | + | “Thisrespondstoarequestfromyourofficetoreviewforlegalsufficiencytheattacheddraftofthe |
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| 483 | + | above-referencedproposedresolution.Forpurposesofthisreview,thisOfficepremisesits |
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| 484 | + | conclusionontheassumptionthatyourofficehasdeterminedthattheBorrowerasdefinedinthe |
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| 485 | + | aforementionedresolutionisa“qualifiedapplicant”withinthemeaningofSection490ofthe |
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| 486 | + | DistrictofColumbiaHomeRuleAct. |
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| 487 | + | Areviewoftheattacheddraftoftheabove-referencedproposedresolutionindicatesthatthedraft |
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| 488 | + | proposedresolutionconformswiththeModelRevenueBondResolutionjointlydraftedand |
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| 489 | + | determinedtobelegallysufficientbytheGeneralCounseloftheCouncil,theOfficeoftheAttomey |
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| 490 | + | General,andtheDistrict'sbondcounsel.Accordingly,wefindtheattacheddraftoftheabove- |
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| 491 | + | referencedproposedresolutionlegallysufficient. |
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| 492 | + | Pleasecontactmeat724-7761ifyouhavefurtherquestionsorconcerns. |
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| 493 | + | Attachment:JubileeHousing,Inc.~TheMaycroft,RevenueBondsProjectApproval |
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| 494 | + | Resolutionof2024 |
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| 495 | + | ARLarl |
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| 496 | + | |
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| 497 | + | 400SixthStreet,N.W.,Suite9100,Washington,DC20001Tel.:(202)724-7761Fax:(202)730-0486 |
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