District Of Columbia 2023-2024 Regular Session

District Of Columbia Council Bill PR25-0850 Compare Versions

Version 1 (Old)

Version 2 (New)

Old	New		Differences
1		-	ENROLLED ORIGINAL
	1	+
	2	+
	3	+	MURIEL BOWSER
	4	+	MAYOR
	5	+
	6	+	June 6, 2024
	7	+
	8	+	The Honorable Phil Mendelson
	9	+	Chairman
	10	+	Council of the District of Columbia
	11	+	John A. Wilson Building
	12	+	1350 Pennsylvania Avenue, NW, Suite 504
	13	+	Washington, DC 20001
	14	+
	15	+	Dear Chairman Mendelson:
	16	+
	17	+	Enclosed for consideration and adoption by the Council of the District of Columbia is a proposed
	18	+	resolution titled “Washington Latin Public Charter School Revenue Bonds Project Approval Resolution
	19	+	of 2024”.
	20	+
	21	+	The resolution authorizes the issuance, sale, and delivery of tax-exempt revenue bonds, notes, or other
	22	+	obligations in aggregate principal amount not to exceed $55,000,000. The bonds will be used to refinance
	23	+	Washington Latin Public Charter School’s Series 2021 Bonds and for the financing and refinancing of the
	24	+	acquisition, improvement, expansion, equipping, furnishing, and development of the fee interest of the
	25	+	real estate comprising the second campus of the Washington Latin School located at 4301 Harewood
	26	+	Road NE, Washington, DC.
	27	+
	28	+	In accordance with section 490 of the Home Rule Act, it has been determined that the bonds, when, as,
	29	+	and if issued, shall be without recourse to the District. The bonds shall not be general obligations of the
	30	+	District; shall not be a pledge of or involve the full faith and credit or the taxing power of the District;
	31	+	shall not constitute a debt of the District; and shall not constitute a lending of public credit for a private
	32	+	undertaking as prohibited in section 602(a)(2) of the Home Rule Act. The bonds shall not give rise to any
	33	+	pecuniary liability of the District, and the District shall have no obligation with respect to the purchase of
	34	+	the bonds.
	35	+
	36	+	I urge the Council to take prompt and favorable action on the enclosed measure.
	37	+
	38	+
	39	+	Sincerely,
2	40
3	41
4	42
5		-	1
6		-	A RESOLUTION
7		-
8		-	25-571
9		-
10		-	IN THE COUNCIL OF THE DISTRICT OF COLUMBIA
11		-
12		-	July 9, 2024
13	43
14	44
15		-	To authorize and provide for the issuance, sale, and delivery in an aggregate principal amount not to
16		-	exceed $55 million of District of Columbia revenue bonds in one or more series pursuant
17		-	to a plan of finance and to authorize and provide for the loan of the proceeds of such bonds
18		-	to assist The Corporation of the Washington Latin School - A Public Charter School (d/b/a
19		-	Washington Latin Public Charter School) in the financing, refinancing, or reimbursing of
20		-	costs associated with an authorized project pursuant to section 490 of the District of
21		-	Columbia Home Rule Act.
	45	+	Muriel E. Bowser
	46	+	Enclosure
	47	+	~
	48	+	at the request of the Mayor
	49	+	1
	50	+	2
	51	+	3
	52	+	4
	53	+	5
	54	+	6
	55	+	7 A PROPOSED RESOLUTION
	56	+	8
	57	+	9 IN THE COUNCIL OF THE DISTRICT OF COLUMBIA
	58	+	11 To authorize and provide for the issuance, sale, and delivery in an aggregate principal amount not to
	59	+	12 exceed $55 million of District of Columbia revenue bonds in one or more series pursuant
	60	+	13 to a plan of finance and to authorize and provide for the loan of the proceeds of such bonds
	61	+	14 to assist The Corporation of the Washington Latin School -A Public Charter School (d/b/a
	62	+	15 Washington Latin Public Charter School) in the financing, refinancing, or reimbursing of
	63	+	16 costs associated with an authorized project pursuant to section 490 of the District of
	64	+	1 7 Columbia Home Rule Act.
	65	+	18
	66	+	19 RESOLVED, BY THE COUNCIL OF THE DISTRICT OF COLUMBIA, That this
	67	+	20 resolution may be cited
	68	+	as the "Washington Latin Public Charter School Revenue Bonds Project
	69	+	21 Approval Resolution of 2024".
	70	+	22
	71	+	23 Sec. 2. Definitions.
	72	+	24 For the purposes
	73	+	of this resolution, the term:
	74	+	25 (1) "Authorized Delegate" means the Mayor or the Deputy Mayor for Planning and
	75	+	26 Economic Development, or any officer or employee
	76	+	of the Executive Office of the Mayor to whom
	77	+	27 the Mayor has delegated or
	78	+	to whom the foregoing individuals have subdelegated any of the
	79	+	28 Mayor's functions under this resolution pursuant
	80	+	to section 422(6) of the Home Rule Act.
	81	+	29 (2) "Bond Counsel" means a firm or firms
	82	+	of attorneys designated as bond counsel
	83	+	30 from time
	84	+	to time by the Mayor.
	85	+	AFDOCS: 199779929.1 AFDOCS:199779929.1
22	86
23		-	RESOLVED, BY THE COUNCIL OF THE DISTRICT OF COLUMBIA, That this
24		-	resolution may be cited as the "Washington Latin Public Charter School Revenue Bonds Project
25		-	Approval Resolution of 2024".
	87	+	2
26	88
27		-	Sec. 2. Definitions.
28		-	For the purposes of this resolution, the term:
29		-	(1) “Authorized Delegate” means the Mayor or the Deputy Mayor for Planning and
30		-	Economic Development, or any officer or employee of the Executive Office of the Mayor to whom
31		-	the Mayor has delegated or to whom the foregoing individuals have subdelegated any of the
32		-	Mayor’s functions under this resolution pursuant to section 422(6) of the Home Rule Act.
33		-	(2) “Bond Counsel” means a firm or firms of attorneys designated as bond counsel
34		-	from time to time by the Mayor.
35		-	(3) “Bonds” means the District of Columbia revenue bonds, notes, or other
36		-	obligations (including refunding bonds, notes, and other obligations), in one or more series,
37		-	authorized to be issued pursuant to this resolution.
38		-	(4) “Borrower” means the owner of the assets financed, refinanced, or reimbursed
39		-	with proceeds from the Bonds, which shall be The Corporation of the Washington Latin School -
40		-	A Public Charter School (d/b/a Washington Latin Public Charter School), a corporation organized
41		-	and existing under the laws of the District of Columbia, qualified to do business in the District of
42		-	Columbia, and exempt from federal income taxes under 26 U.S.C § 501(a) as an organization
43		-	described in 26 U.S.C. § 501(c)(3), and which is liable for the repayment of the Bonds.
44		-	(5) “Closing Documents” means all documents and agreements other than
45		-	Financing Documents that may be necessary and appropriate to issue, sell, and deliver the Bonds ENROLLED ORIGINAL
	89	+	(3) “Bonds” means the District of Columbia revenue bonds, notes, or other 1
	90	+	obligations (including refunding bonds, notes, and other obligations), in one or more series, 2
	91	+	authorized to be issued pursuant to this resolution. 3
	92	+	(4) “Borrower” means the owner of the assets financed, refinanced, or reimbursed 4
	93	+	with proceeds from the Bonds, which shall be The Corporation of the Washington Latin School - 5
	94	+	A Public Charter School (d/b/a Washington Latin Public Charter School), a corporation organized 6
	95	+	and existing under the laws of the District of Columbia, qualified to do business in the District of 7
	96	+	Columbia, and exempt from federal income taxes under 26 U.S.C § 501(a) as an organization 8
	97	+	described in 26 U.S.C. § 501(c)(3), and which is liable for the repayment of the Bonds . 9
	98	+	(5) “Closing Documents” means all documents and agreements other than 10
	99	+	Financing Documents that may be necessary and appropriate to issue, sell, and deliver the Bonds 11
	100	+	and to make the Loan, and includes agreements, certificates, letters, opinions, forms, receipts, and 12
	101	+	other similar instruments. 13
	102	+	(6) "District" means the District of Columbia. 14
	103	+	(7) “Financing Documents” means the documents other than Closing Documents 15
	104	+	that relate to the financing, refinancing or reimbursement of transactions to be effected through the 16
	105	+	issuance, sale, and delivery of the Bonds and the making of the Loan, including any offering 17
	106	+	document, and any required supplements to any such documents. 18
	107	+	(8) “Home Rule Act” means the District of Columbia Home Rule Act, approved 19
	108	+	December 24, 1973 (87 Stat. 774; D.C. Official Code § 1- 201.01 et seq.). 20
	109	+	(9) “Issuance Costs” means all fees, costs, charges, and expenses paid or incurred 21
	110	+	in connection with the authorization, preparation, printing, issuance, sale, and delivery of the Bonds 22
	111	+	and the making of the Loan, including, but not limited to, underwriting, legal, accounting, rating 23 AFDOCS:199779929.1
	112	+
	113	+	3
	114	+
	115	+	agency, and all other fees, costs, charges, and expenses incurred in connection with the development 1
	116	+	and implementation of the Financing Documents, the Closing Documents, and those other 2
	117	+	documents necessary or appropriate in connection with the authorization, preparation, printing, 3
	118	+	issuance, sale, marketing, and delivery of the Bonds and the making of the Loan contemplated 4
	119	+	thereby, together with financing fees, costs, and expenses, including program fees and 5
	120	+	administrative fees charged by the District, fees paid to financial institutions and insurance 6
	121	+	companies, initial letter of credit fees (if any), compensation to financial advisors and other persons 7
	122	+	(other than full-time employees of the District) and entities performing services on behalf of or as 8
	123	+	agents for the District. 9
	124	+	(10) “Loan” means the District’s lending to the Borrower of proceeds from the sale, 10
	125	+	in one or more series, of the Bonds. 11
	126	+	(11) “Project” means the financing, refinancing or reimbursing of the Borrower for 12
	127	+	all or a portion of the Borrower's costs incurred in connection with: 13
	128	+	(A) Refunding the District of Columbia Revenue Bonds (Washington Latin 14
	129	+	Public Charter School Project ), Series 2020, originally issued in the aggregate principal amount of 15
	130	+	$14,500,000 pursuant to provisions of Washington Latin Public Charter School Revenue Bonds 16
	131	+	Project Approval Resolution of 2020, effective March 3, 2020 (Res. 23- 356; 67 DCR 2700); 17
	132	+	(B) Refinancing a 2022 term loan from Truist Bank, and a 2022 subordinated 18
	133	+	term loan from the District of Columbia acting by and through its Office of Public Charter school 19
	134	+	Financing and Support, the proceeds of which were used to acquire and improve of a public charter 20
	135	+	school facility located at 4301 Harewood Road, NE, Washington, DC, together with parking 21
	136	+	facilities and other property, real and personal, related thereto (the “Harewood Road Facility”) 22 AFDOCS:199779929.1
	137	+
	138	+	4
	139	+
	140	+	(C) The construction, equipping and development of the Harewood Road 1
	141	+	Facility; 2
	142	+	(C) Funding certain working capital costs, to the extent financeable relating 3
	143	+	to the Bonds ; 4
	144	+	(D) Funding of capitalized interest, any credit enhancement costs, liquidity 5
	145	+	costs and debt service reserve fund relating to the Bonds; and 6
	146	+	(E) Paying allowable Issuance Costs. 7
	147	+	Sec. 3. Findings. 8
	148	+	The Council finds that: 9
	149	+	(a) Section 490 of the Home Rule Act provides that the Council may by resolution 10
	150	+	authorize the issuance of District revenue bonds, notes, or other obligations (including refunding 11
	151	+	bonds, notes, or other obligations) to borrow money to finance, refinance, or reimburse costs, and to 12
	152	+	assist in the financing, refinancing, or reimbursing of, the costs of undertakings in certain areas 13
	153	+	designated in section 490 and may effect the financing, refinancing, or reimbursement by loans 14
	154	+	made directly or indirectly to any individual or legal entity, by the purchase of any mortgage, note, 15
	155	+	or other security, or by the purchase, lease, or sale of any property. 16
	156	+	(b) The Borrower has requested the District to issue, sell, and deliver revenue bonds, in 17
	157	+	one or more series, in an aggregate principal amount not to exceed $55 million, and to make the 18
	158	+	Loan for the purpose of financing, refinancing, or reimbursing costs of the Project. 19
	159	+	(c) The Project is located in the District and will contribute to the health, education, 20
	160	+	safety, or welfare of, or the creation or preservation of jobs for, residents of the District, or to 21
	161	+	economic development of the District. 22 AFDOCS:199779929.1
	162	+
	163	+	5
	164	+
	165	+	(d) The Project is an undertaking in the area of elementary, secondary and college and 1
	166	+	university facilities within the meaning of s ection 490 of the Home Rule Act. 2
	167	+	(e) The authorization, issuance, sale, and delivery of the Bonds and the Loan to the 3
	168	+	Borrower are desirable, are in the public interest, will promote the purpose and intent of section 490 4
	169	+	of the Home Rule Act, and will assist the Project. 5
	170	+	Sec. 4. Bond authorization. 6
	171	+	(a) The Mayor is authorized pursuant to the Home Rule Act and this resolution to assist in 7
	172	+	financing, refinancing, or reimbursing the costs of the Project by: 8
	173	+	(1) The issuance, sale, and delivery of the Bonds, in one or more series, in an 9
	174	+	aggregate principal amount not to exceed $55 million; and 10
	175	+	(2) The making of the Loan. 11
	176	+	(b) The Mayor is authorized to make the Loan to the Borrower for the purpose of financing, 12
	177	+	refinancing, or reimbursing the costs of the Project and establishing any fund with respect to the 13
	178	+	Bonds as required by the Financing Documents. 14
	179	+	(c) The Mayor may charge a program fee to the Borrower, including, but not limited to, an 15
	180	+	amount sufficient to cover costs and expenses incurred by the District in connection with the 16
	181	+	issuance, sale, and delivery of each series of the Bonds, the District’s participation in the monitoring 17
	182	+	of the use of the Bond proceeds and compliance with any public benefit agreements with the 18
	183	+	District, and maintaining official records of each bond transaction and assisting in the redemption, 19
	184	+	repurchase, and remarketing of the Bonds. 20
	185	+	(d) The Bond authorization set forth in this resolution includes the authorization to issue 21
	186	+	refunding Bonds to refinance any Bonds previously issued under this resolution to finance the 22 AFDOCS:199779929.1
	187	+
	188	+	6
	189	+
	190	+	Project; provided that the maximum principal amount of Bonds outstanding at any time does not 1
	191	+	exceed the maximum principal amount of Bonds authorized hereunder. 2
	192	+	Sec. 5. Bond details. 3
	193	+	(a) The Mayor and each Authorized Delegate is authorized to take any action reasonably 4
	194	+	necessary or appropriate in accordance with this resolution in connection with the preparation, 5
	195	+	execution, issuance, sale, delivery, security for, and payment of the Bonds of each series, including, 6
	196	+	but not limited to, determinations of: 7
	197	+	(1) The final form, content, designation, and terms of the Bonds, including a 8
	198	+	determination that the Bonds may be issued in certificated or book- entry form; 9
	199	+	(2) The principal amount of the Bonds to be issued and denominations of the 10
	200	+	Bonds; 11
	201	+	(3) The rate or rates of interest or the method for determining the rate or rates of 12
	202	+	interest on the Bonds; 13
	203	+	(4) The date or dates of issuance, sale, and delivery of, and the payment of interest 14
	204	+	on the Bonds, and the maturity date or dates of the Bonds; 15
	205	+	(5) The terms under which the Bonds may be paid, optionally or mandatorily 16
	206	+	redeemed, accelerated, tendered, called, or put for redemption, repurchase, or remarketing before 17
	207	+	their respective stated maturities; 18
	208	+	(6) Provisions for the registration, transfer, and exchange of the Bonds and the 19
	209	+	replacement of mutilated, lost, stolen, or destroyed Bonds; 20
	210	+	(7) The creation of any reserve fund, sinking fund, or other fund with respect to the 21
	211	+	Bonds; 22
	212	+	(8) The time and place of payment of the Bonds; 23 AFDOCS:199779929.1
	213	+
	214	+	7
	215	+
	216	+	(9) Procedures for monitoring the use of the proceeds received from the sale of the 1
	217	+	Bonds to ensure that the proceeds are properly applied to the Project and used to accomplish the 2
	218	+	purposes of the Home Rule Act and this resolution; 3
	219	+	(10) Actions necessary to qualify the Bonds under blue sky laws of any jurisdiction 4
	220	+	where the Bonds are marketed; and 5
	221	+	(11) The terms and types of credit enhancement, if any, under which the Bonds may 6
	222	+	be secured. 7
	223	+	(b) The Bonds shall contain a legend, which shall provide that the Bonds are special 8
	224	+	obligations of the District, are without recourse to the District, are not a pledge of, and do not 9
	225	+	involve the faith and credit or the taxing power of the District, do not constitute a debt of the 10
	226	+	District, and do not constitute lending of the public credit for private undertakings as prohibited in 11
	227	+	section 602(a)(2) of the Home Rule Act. 12
	228	+	(c) The Bonds shall be executed in the name of the District and on its behalf by the manual 13
	229	+	or facsimile signature of the Mayor, and attested by the Secretary of the District of Columbia by the 14
	230	+	Secretary of the District of Columbia’s manual or facsimile signature. The Mayor’s execution and 15
	231	+	delivery of the Bonds shall constitute conclusive evidence of the Mayor’s approval, on behalf of the 16
	232	+	District, of the final form and content of the Bonds. 17
	233	+	(d) The official seal of the District, or a facsimile of it, shall be impressed, printed, or 18
	234	+	otherwise reproduced on the Bonds. 19
	235	+	(e) The Bonds of any series may be issued in accordance with the terms of a trust instrument 20
	236	+	to be entered into by the District and a trustee to be selected by the Borrower subject to the approval 21
	237	+	of the Mayor, and may be subject to the terms of one or more agreements entered into by the Mayor 22
	238	+	pursuant to section 490(a)(4) of the Home Rule Act. 23 AFDOCS:199779929.1
	239	+
	240	+	8
	241	+
	242	+	(f) The Bonds may be issued at any time or from time to time in one or more issues and in 1
	243	+	one or more series. 2
	244	+	Sec. 6. Sale of the Bonds. 3
	245	+	(a) The Bonds of any series may be sold at negotiated or competitive sale at, above, or 4
	246	+	below par, to one or more persons or entities, and upon terms that the Mayor considers to be in the 5
	247	+	best interest of the District. 6
	248	+	(b) The Mayor or an Authorized Delegate may execute, in connection with each sale of the 7
	249	+	Bonds, offering documents on behalf of the District, may deem final any such offering document on 8
	250	+	behalf of the District for purposes of compliance with federal laws and regulations governing such 9
	251	+	matters and may authorize the distribution of the documents in connection with the sale of the 10
	252	+	Bonds. 11
	253	+	(c) The Mayor is authorized to deliver the executed and sealed Bonds, on behalf of the 12
	254	+	District, for authentication, and, after the Bonds have been authenticated, to deliver the Bonds to the 13
	255	+	original purchasers of the Bonds upon payment of the purchase price. 14
	256	+	(d) The Bonds shall not be issued until the Mayor receives an approving opinion from Bond 15
	257	+	Counsel as to the validity of the Bonds of such series and, if the interest on the Bonds is expected to 16
	258	+	be exempt from federal income taxation, the treatment of the interest on the Bonds for purposes of 17
	259	+	federal income taxation. 18
	260	+	Sec. 7. Payment and security. 19
	261	+	(a) The principal of, premium, if any, and interest on, the Bonds shall be payable solely from 20
	262	+	proceeds received from the sale of the Bonds, income realized from the temporary investment of 21
	263	+	those proceeds, receipts and revenues realized by the District from the Loan, income realized from 22
	264	+	the temporary investment of those receipts and revenues prior to payment to the Bond owners, other 23 AFDOCS:199779929.1
	265	+
	266	+	9
	267	+
	268	+	moneys that, as provided in the Financing Documents, may be made available to the District for the 1
	269	+	payment of the Bonds, and other sources of payment (other than from the District), all as provided 2
	270	+	for in the Financing Documents. 3
	271	+	(b) Payment of the Bonds shall be secured as provided in the Financing Documents and by 4
	272	+	an assignment by the District for the benefit of the Bond owners of certain of its rights under the 5
	273	+	Financing Documents and Closing Documents, including a security interest in certain collateral, if 6
	274	+	any, to the trustee for the Bonds pursuant to the Financing Documents. 7
	275	+	(c) The trustee is authorized to deposit, invest, and disburse the proceeds received from the 8
	276	+	sale of the Bonds pursuant to the Financing Documents. 9
	277	+	Sec. 8. Financing and Closing Documents. 10
	278	+	(a) The Mayor is authorized to prescribe the final form and content of all Financing 11
	279	+	Documents and all Closing Documents to which the District is a party that may be necessary or 12
	280	+	appropriate to issue, sell, and deliver the Bonds and to make the Loan to the Borrower. Each of 13
	281	+	the Financing Documents and each of the Closing Documents to which the District is not a party 14
	282	+	shall be approved, as to form and content, by the Mayor. 15
	283	+	(b) The Mayor is authorized to execute, in the name of the District and on its behalf, the 16
	284	+	Financing Documents and any Closing Documents to which the District is a party by the Mayor’s 17
	285	+	manual or facsimile signature. 18
	286	+	(c) If required, the official seal of the District, or a facsimile of it, shall be impressed, 19
	287	+	printed, or otherwise reproduced on the Financing Documents and the Closing Documents to which 20
	288	+	the District is a party. 21
	289	+	(d) The Mayor’s execution and delivery of the Financing Documents and the Closing 22
	290	+	Documents to which the District is a party shall constitute conclusive evidence of the Mayor’s 23 AFDOCS:199779929.1
	291	+
	292	+	10
	293	+
	294	+	approval, on behalf of the District, of the final form and content of the executed Financing 1
	295	+	Documents and the executed Closing Documents. 2
	296	+	(e) The Mayor is authorized to deliver the executed and sealed Financing Documents and 3
	297	+	Closing Documents, on behalf of the District, prior to or simultaneously with the issuance, sale, and 4
	298	+	delivery of the Bonds, and to ensure the due performance of the obligations of the District contained 5
	299	+	in the executed, sealed, and delivered Financing Documents and Closing Documents. 6
	300	+	Sec. 9. Authorized delegation of authority. 7
	301	+	To the extent permitted by District and federal laws, the Mayor may delegate to any 8
	302	+	Authorized Delegate the performance of any function authorized to be performed by the Mayor 9
	303	+	under this resolution. 10
	304	+	Sec. 10. Limited liability. 11
	305	+	(a) The Bonds shall be special obligations of the District. The Bonds shall be without 12
	306	+	recourse to the District. The Bonds shall not be general obligations of the District, shall not be a 13
	307	+	pledge of or involve the faith and credit or the taxing power of the District, shall not constitute a 14
	308	+	debt of the District, and shall not constitute lending of the public credit for private undertakings as 15
	309	+	prohibited in section 602(a)(2) of the Home Rule Act. 16
	310	+	(b) The Bonds shall not give rise to any pecuniary liability of the District and the District 17
	311	+	shall have no obligation with respect to the purchase of the Bonds. 18
	312	+	(c) Nothing contained in the Bonds, in the Financing Documents, or in the Closing 19
	313	+	Documents shall create an obligation on the part of the District to make payments with respect to 20
	314	+	the Bonds from sources other than those listed for that purpose in section 7. 21
	315	+	(d) The District shall have no liability for the payment of any Issuance Costs or for any 22
	316	+	transaction or event to be effected by the Financing Documents. 23 AFDOCS:199779929.1
	317	+
	318	+	11
	319	+
	320	+	(e) All covenants, obligations, and agreements of the District contained in this resolution, 1
	321	+	the Bonds, and the executed, sealed, and delivered Financing Documents and Closing Documents to 2
	322	+	which the District is a party, shall be considered to be the covenants, obligations, and agreements of 3
	323	+	the District to the fullest extent authorized by law, and each of those covenants, obligations, and 4
	324	+	agreements shall be binding upon the District, subject to the limitations set forth in this resolution. 5
	325	+	(f) No person, including, but not limited to, the Borrower and any Bond owner, shall have 6
	326	+	any claims against the District or any of its elected or appointed officials, officers, employees, or 7
	327	+	agents for monetary damages suffered as a result of the failure of the District or any of its elected or 8
	328	+	appointed officials, officers, employees or agents to perform any covenant, undertaking, or 9
	329	+	obligation under this resolution, the Bonds, the Financing Documents, or the Closing Documents, or 10
	330	+	as a result of the incorrectness of any representation in or omission from the Financing Documents 11
	331	+	or the Closing Documents, unless the District or its elected or appointed officials, officers, 12
	332	+	employees, or agents have acted in a willful and fraudulent manner. 13
	333	+	Sec. 11. District officials. 14
	334	+	(a) Except as otherwise provided in section 10(f), the elected or appointed officials, officers, 15
	335	+	employees, or agents of the District shall not be liable personally for the payment of the Bonds or be 16
	336	+	subject to any personal liability by reason of the issuance, sale or delivery of the Bonds, or for any 17
	337	+	representations, warranties, covenants, obligations, or agreements of the District contained in this 18
	338	+	resolution, the Bonds, the Financing Documents, or the Closing Documents. 19
	339	+	(b) The signature, countersignature, facsimile signature, or facsimile countersignature of 20
	340	+	any official appearing on the Bonds, the Financing Documents, or the Closing Documents shall 21
	341	+	be valid and sufficient for all purposes notwithstanding the fact that the individual signatory 22 AFDOCS:199779929.1
	342	+
	343	+	12
	344	+
	345	+	ceases to hold that office before delivery of the Bonds, the Financing Documents, or the Closing 1
	346	+	Documents. 2
	347	+	Sec.12. Maintenance of documents. 3
	348	+	Copies of the specimen Bonds and of the final Financing Documents and Closing 4
	349	+	Documents shall be filed in the Office of the Secretary of the District of Columbia. 5
	350	+	Sec.13. Information reporting. 6
	351	+	Within 3 days after the Mayor’s receipt of the transcript of proceedings relating to the 7
	352	+	issuance of the Bonds, the Mayor shall transmit a copy of the transcript to the Secretary to the 8
	353	+	Council. 9
	354	+	Sec. 14. Disclaimer. 10
	355	+	(a) The issuance of Bonds is in the discretion of the District. Nothing contained in this 11
	356	+	resolution, the Bonds, the Financing Documents, or the Closing Documents shall be construed as 12
	357	+	obligating the District to issue any Bonds for the benefit of the Borrower or to participate in or assist 13
	358	+	the Borrower in any way with financing, refinancing, or reimbursing the costs of the Project. The 14
	359	+	Borrower shall have no claims for damages or for any other legal or equitable relief against the 15
	360	+	District, its elected or appointed officials, officers, employees, or agents as a consequence of any 16
	361	+	failure to issue any Bonds for the benefit of the Borrower. 17
	362	+	(b) The District reserves the right to issue the Bonds in the order or priority it determines in 18
	363	+	its sole and absolute discretion. The District gives no assurance and makes no representations that 19
	364	+	any portion of any limited amount of bonds or other obligations, the interest on which is excludable 20
	365	+	from gross income for federal income tax purposes, will be reserved or will be available at the time 21
	366	+	of the proposed issuance of the Bonds. 22 AFDOCS:199779929.1
	367	+
	368	+	13
	369	+
	370	+	(c) The District, by adopting this resolution or by taking any other action in connection with 1
	371	+	financing, refinancing, or reimbursing costs of the Project, does not provide any assurance that the 2
	372	+	Project is viable or sound, that the Borrower is financially sound, or that amounts owing on the 3
	373	+	Bonds or pursuant to the Loan will be paid. Neither the Borrower, any purchaser of the Bonds, nor 4
	374	+	any other person shall rely upon the District with respect to these matters. 5
	375	+	Sec. 15. Expiration. 6
	376	+	If any Bonds are not issued, sold, and delivered to the original purchaser within 3 years of 7
	377	+	the date of this resolution, the authorization provided in this resolution with respect to the issuance, 8
	378	+	sale, and delivery of the Bonds shall expire. 9
	379	+	Sec. 16. Severability. 10
	380	+	If any particular provision of this resolution, or the application thereof to any person or 11
	381	+	circumstance is held invalid, the remainder of this resolution and the application of such provision 12
	382	+	to other persons or circumstances shall not be affected thereby. If any action or inaction 13
	383	+	contemplated under this resolution is determined to be contrary to the requirements of applicable 14
	384	+	law, such action or inaction shall not be necessary for the purpose of issuing of the Bonds, and the 15
	385	+	validity of the Bonds shall not be adversely affected. 16
	386	+	Sec. 17. Compliance with public approval requirement. 17
	387	+	This approval shall constitute the approval of the Council as required in section 147(f) of 18
	388	+	the Internal Revenue Code of 1986, as amended (the “Code”), and section 490(k) of the Home 19
	389	+	Rule Act, for the Project to be financed, refinanced, or reimbursed with the proceeds of the 20
	390	+	Bonds. This resolution approving the issuance of the Bonds for the Project has been adopted by 21
	391	+	the Council after a public hearing held in accordance with section 147(f) of the Code, as such 22 AFDOCS:199779929.1
	392	+
	393	+	14
	394	+
	395	+	section may be amended, and the corresponding regulations promulgated by the United States 1
	396	+	Department of the Treasury. 2
	397	+	Sec. 18. Transmittal. 3
	398	+	The Council shall transmit a copy of this resolution, upon its adoption, to the Mayor. 4
	399	+	Sec. 19. Fiscal impact statement. 5
	400	+	The Council adopts the fiscal impact statement in the committee report as the fiscal 6
	401	+	impact statement required by section 4a of the General Legislative Procedures Act of 1975, 7
	402	+	approved October 16, 2006 (120 Stat. 2038; D.C. Official Code § 1- 301.47a). 8
	403	+	Sec. 20. Effective date. 9
	404	+	This resolution shall take effect immediately. 10 Washington Latin Public Charter School
	405	+	Revenue Bond Project
	406	+	Fact Sheet
	407	+
	408	+	Washington Latin Public Charter School (“Washington Latin PCS”) has requested that the
	409	+	District issue up to $55 million of District of Columbia Revenue B onds in one or more series and
	410	+	authorize and provide for the loan of the proceeds of such bonds to Washington Latin PCS to
	411	+	refinance previously issued bonds, to assist with renovations, and assist with other costs
	412	+	associated with the purchase and improvement of property located 4301 Harewood Road, NE, in
	413	+	Ward 5.
	414	+
	415	+	The Applicant
	416	+
	417	+	Washington Latin PCS opened in 2006 with 179 students in grades 5- 7, occupying a church in
	418	+	Northwest DC. In each of the next five years, the school added a grade until reaching its full
	419	+	complement of grades 5-12, serving 750 students.
	420	+
	421	+	Washington Latin PCS believes all students deserve a quality education that goes
	422	+	beyond preparation and focuses on developing knowledge, understanding, and humanity.
	423	+
	424	+	The Proposed Project
	425	+	Proceeds from the bonds will be used for the financing or refinancing on a tax exempt or taxable basis of all of the costs incurred in connection with: (1) the refinancing of the s chool’s Series
	426	+	2021 Bonds and (2) the financing and refinancing of the acquisition, improvement, expansion, equipping, furnishing, and development of the property comprising the second campus of
	427	+	Washington Latin School located at 4301 Harewood Road, NE, in Washington, DC.
	428	+	Financing Plan
	429	+	A summary of the proposed use of funds is attached (see Table 1).
	430	+	Feasibility/Structure/Security of the Bonds
	431	+	EdOps is an independent financial advisor for Washington Latin PCS . Based upon its review of
	432	+	the school’s financial statements and records, EdOps has preliminarily determined this
	433	+	transaction is financially feasible. The Bonds will not be a general obligation of the District and
	434	+	will be the total responsibility of Washington Latin Public Charter School.
	435	+	Public Purpose Benefits
	436	+	With the financing provided by this bond transaction, Washington Latin PCS will add another
	437	+	education option for the parents and students in the D istrict. Since 2006, Washington L atin PCS
	438	+	has been a leader in the c harter school movement. This project will also allow for the colocation The corporation of the Washington Latin School
	439	+	2024
	440	+	Page 2 of 3
	441	+
	442	+
	443	+	of Washington Latin PCS with Washington Yu Ying Public Charter School, allowing for a
	444	+	collaborative learning environment.
	445	+	Legal and Regulatory Affairs
	446	+
	447	+	Orrick, bond counsel to the DC Revenue Bond Program , has preliminarily determined that
	448	+	Washington Latin School is a 501(c)(3) organization, and the project constitutes a permissible
	449	+	undertaking within the meaning of section 490(a)(1) of the District of Columbia Home Rule Act.
	450	+
	451	+	Based upon the information set forth in the application, the Revenue Bond Program staff has
	452	+	determined that the proposed project complies with criteria for approval of a proposed financing
	453	+	transaction through the District’s Revenue Bond Program and will assist the borrower in
	454	+	furthering its organizational mission. The corporation of the Washington Latin School
	455	+	2024
	456	+	Page 3 of 3
	457	+
	458	+
	459	+	TABLE 1
	460	+	USE OF FUNDS
46	461
47	462
48	463
49		-	2
50		-	and to make the Loan, and includes agreements, certificates, letters, opinions, forms, receipts, and
51		-	other similar instruments.
52		-	(6) "District" means the District of Columbia.
53		-	(7) “Financing Documents” means the documents other than Closing Documents
54		-	that relate to the financing, refinancing or reimbursement of transactions to be effected through the
55		-	issuance, sale, and delivery of the Bonds and the making of the Loan, including any offering
56		-	document, and any required supplements to any such documents.
57		-	(8) “Home Rule Act” means the District of Columbia Home Rule Act, approved
58		-	December 24, 1973 (87 Stat. 774; D.C. Official Code § 1-201.01 et seq.).
59		-	(9) “Issuance Costs” means all fees, costs, charges, and expenses paid or incurred
60		-	in connection with the authorization, preparation, printing, issuance, sale, and delivery of the Bonds
61		-	and the making of the Loan, including, but not limited to, underwriting, legal, accounting, rating
62		-	agency, and all other fees, costs, charges, and expenses incurred in connection with the development
63		-	and implementation of the Financing Documents, the Closing Documents, and those other
64		-	documents necessary or appropriate in connection with the authorization, preparation, printing,
65		-	issuance, sale, marketing, and delivery of the Bonds and the making of the Loan contemplated
66		-	thereby, together with financing fees, costs, and expenses, including program fees and
67		-	administrative fees charged by the District, fees paid to financial institutions and insurance
68		-	companies, initial letter of credit fees (if any), compensation to financial advisors and other persons
69		-	(other than full-time employees of the District) and entities performing services on behalf of or as
70		-	agents for the District.
71		-	(10) “Loan” means the District’s lending to the Borrower of proceeds from the sale,
72		-	in one or more series, of the Bonds.
73		-	(11) “Project” means the financing, refinancing or reimbursing of the Borrower for
74		-	all or a portion of the Borrower's costs incurred in connection with:
75		-	(A) Refunding the District of Columbia Revenue Bonds (Washington Latin
76		-	Public Charter School Project), Series 2020, originally issued in the aggregate principal amount of
77		-	$14,500,000 pursuant to provisions of Washington Latin Public Charter School Revenue Bonds
78		-	Project Approval Resolution of 2020, effective March 3, 2020 (Res. 23-356; 67 DCR 2700);
79		-	(B) Refinancing a 2022 term loan from Truist Bank, and a 2022 subordinated
80		-	term loan from the District of Columbia acting by and through its Office of Public Charter school
81		-	Financing and Support, the proceeds of which were used to acquire and improve of a public charter
82		-	school facility located at 4301 Harewood Road, NE, Washington, DC, together with parking
83		-	facilities and other property, real and personal, related thereto (“Harewood Road Facility”)
84		-	(C) The construction, equipping, and development of the Harewood Road
85		-	Facility;
86		-	(C) Funding certain working capital costs, to the extent financeable relating
87		-	to the Bonds;
88		-	(D) Funding of capitalized interest, any credit enhancement costs, liquidity
89		-	costs, and debt service reserve fund relating to the Bonds; and
90		-	(E) Paying allowable Issuance Costs. ENROLLED ORIGINAL
	464	+
	465	+	SOURCE OF FUNDS
	466	+	Bond Proceeds $55,000,000
	467	+
	468	+	Total Sources of Funds $55,000,000
	469	+
	470	+	Use of Funds
	471	+	Refinance/Refunding $26,100,000
	472	+	Building Renovation $28,500,000
	473	+	Costs of Issuance $400,000
	474	+
	475	+	Total Use of Funds $55,000,000 GOVERNMENT OF THE DISTRICT OF COLUMBIA
	476	+	OFFICE OF THE ATTORNEY GENERAL
91	477
92	478
93	479
94		-	3
	480	+	Commercial Division
	481	+
	482	+	Tax & Finance Section
95	483
96	484
	485	+	MEMORANDUM
	486	+	TO: William Liggins
	487	+	Director, Revenue Bond Program
	488	+	Office of the Deputy Mayor for Planning and Economic Development FROM: Patrick Allen
	489	+	Senior Assistant Attorney General
	490	+	Commercial Division
	491	+	DATE: March 27, 2024
97	492
98		-	Sec. 3. Findings.
99		-	The Council finds that:
100		-	(a) Section 490 of the Home Rule Act provides that the Council may by resolution
101		-	authorize the issuance of District revenue bonds, notes, or other obligations (including refunding
102		-	bonds, notes, or other obligations) to borrow money to finance, refinance, or reimburse costs, and to
103		-	assist in the financing, refinancing, or reimbursing of, the costs of undertakings in certain areas
104		-	designated in section 490 and may effect the financing, refinancing, or reimbursement by loans
105		-	made directly or indirectly to any individual or legal entity, by the purchase of any mortgage, note,
106		-	or other security, or by the purchase, lease, or sale of any property.
107		-	(b) The Borrower has requested the District to issue, sell, and deliver revenue bonds, in
108		-	one or more series, in an aggregate principal amount not to exceed $55 million, and to make the
109		-	Loan for the purpose of financing, refinancing, or reimbursing costs of the Project.
110		-	(c) The Project is located in the District and will contribute to the health, education,
111		-	safety, or welfare of, or the creation or preservation of jobs for, residents of the District, or to
112		-	economic development of the District.
113		-	(d) The Project is an undertaking in the area of elementary, secondary and college and
114		-	university facilities within the meaning of section 490 of the Home Rule Act.
115		-	(e) The authorization, issuance, sale, and delivery of the Bonds and the Loan to the
116		-	Borrower are desirable, are in the public interest, will promote the purpose and intent of section 490
117		-	of the Home Rule Act, and will assist the Project.
118		-
119		-	Sec. 4. Bond authorization.
120		-	(a) The Mayor is authorized pursuant to the Home Rule Act and this resolution to assist in
121		-	financing, refinancing, or reimbursing the costs of the Project by:
122		-	(1) The issuance, sale, and delivery of the Bonds, in one or more series, in an
123		-	aggregate principal amount not to exceed $55 million; and
124		-	(2) The making of the Loan.
125		-	(b) The Mayor is authorized to make the Loan to the Borrower for the purpose of financing,
126		-	refinancing, or reimbursing the costs of the Project and establishing any fund with respect to the
127		-	Bonds as required by the Financing Documents.
128		-	(c) The Mayor may charge a program fee to the Borrower, including, but not limited to, an
129		-	amount sufficient to cover costs and expenses incurred by the District in connection with the
130		-	issuance, sale, and delivery of each series of the Bonds, the District’s participation in the monitoring
131		-	of the use of the Bond proceeds and compliance with any public benefit agreements with the
132		-	District, and maintaining official records of each bond transaction and assisting in the redemption,
133		-	repurchase, and remarketing of the Bonds.
134		-	(d) The Bond authorization set forth in this resolution includes the authorization to issue
135		-	refunding Bonds to refinance any Bonds previously issued under this resolution to finance the ENROLLED ORIGINAL
136		-
137		-
138		-
139		-	4
140		-	Project; provided that the maximum principal amount of Bonds outstanding at any time does not
141		-	exceed the maximum principal amount of Bonds authorized hereunder.
142		-
143		-	Sec. 5. Bond details.
144		-	(a) The Mayor and each Authorized Delegate is authorized to take any action reasonably
145		-	necessary or appropriate in accordance with this resolution in connection with the preparation,
146		-	execution, issuance, sale, delivery, security for, and payment of the Bonds of each series, including,
147		-	but not limited to, determinations of:
148		-	(1) The final form, content, designation, and terms of the Bonds, including a
149		-	determination that the Bonds may be issued in certificated or book-entry form;
150		-	(2) The principal amount of the Bonds to be issued and denominations of the
151		-	Bonds;
152		-	(3) The rate or rates of interest or the method for determining the rate or rates of
153		-	interest on the Bonds;
154		-	(4) The date or dates of issuance, sale, and delivery of, and the payment of interest
155		-	on the Bonds, and the maturity date or dates of the Bonds;
156		-	(5) The terms under which the Bonds may be paid, optionally or mandatorily
157		-	redeemed, accelerated, tendered, called, or put for redemption, repurchase, or remarketing before
158		-	their respective stated maturities;
159		-	(6) Provisions for the registration, transfer, and exchange of the Bonds and the
160		-	replacement of mutilated, lost, stolen, or destroyed Bonds;
161		-	(7) The creation of any reserve fund, sinking fund, or other fund with respect to the
162		-	Bonds;
163		-	(8) The time and place of payment of the Bonds;
164		-	(9) Procedures for monitoring the use of the proceeds received from the sale of the
165		-	Bonds to ensure that the proceeds are properly applied to the Project and used to accomplish the
166		-	purposes of the Home Rule Act and this resolution;
167		-	(10) Actions necessary to qualify the Bonds under blue sky laws of any jurisdiction
168		-	where the Bonds are marketed; and
169		-	(11) The terms and types of credit enhancement, if any, under which the Bonds may
170		-	be secured.
171		-	(b) The Bonds shall contain a legend, which shall provide that the Bonds are special
172		-	obligations of the District, are without recourse to the District, are not a pledge of, and do not
173		-	involve the faith and credit or the taxing power of the District, do not constitute a debt of the
174		-	District, and do not constitute lending of the public credit for private undertakings as prohibited in
175		-	section 602(a)(2) of the Home Rule Act.
176		-	(c) The Bonds shall be executed in the name of the District and on its behalf by the manual
177		-	or facsimile signature of the Mayor, and attested by the Secretary of the District of Columbia by the
178		-	Secretary of the District of Columbia’s manual or facsimile signature. The Mayor’s execution and
179		-	delivery of the Bonds shall constitute conclusive evidence of the Mayor’s approval, on behalf of the
180		-	District, of the final form and content of the Bonds. ENROLLED ORIGINAL
181		-
182		-
183		-
184		-	5
185		-	(d) The official seal of the District, or a facsimile of it, shall be impressed, printed, or
186		-	otherwise reproduced on the Bonds.
187		-	(e) The Bonds of any series may be issued in accordance with the terms of a trust instrument
188		-	to be entered into by the District and a trustee to be selected by the Borrower subject to the approval
189		-	of the Mayor, and may be subject to the terms of one or more agreements entered into by the Mayor
190		-	pursuant to section 490(a)(4) of the Home Rule Act.
191		-	(f) The Bonds may be issued at any time or from time to time in one or more issues and in
192		-	one or more series.
193		-
194		-	Sec. 6. Sale of the Bonds.
195		-	(a) The Bonds of any series may be sold at negotiated or competitive sale at, above, or
196		-	below par, to one or more persons or entities, and upon terms that the Mayor considers to be in the
197		-	best interest of the District.
198		-	(b) The Mayor or an Authorized Delegate may execute, in connection with each sale of the
199		-	Bonds, offering documents on behalf of the District, may deem final any such offering document on
200		-	behalf of the District for purposes of compliance with federal laws and regulations governing such
201		-	matters and may authorize the distribution of the documents in connection with the sale of the
202		-	Bonds.
203		-	(c) The Mayor is authorized to deliver the executed and sealed Bonds, on behalf of the
204		-	District, for authentication, and, after the Bonds have been authenticated, to deliver the Bonds to the
205		-	original purchasers of the Bonds upon payment of the purchase price.
206		-	(d) The Bonds shall not be issued until the Mayor receives an approving opinion from Bond
207		-	Counsel as to the validity of the Bonds of such series and, if the interest on the Bonds is expected to
208		-	be exempt from federal income taxation, the treatment of the interest on the Bonds for purposes of
209		-	federal income taxation.
210		-
211		-	Sec. 7. Payment and security.
212		-	(a) The principal of, premium, if any, and interest on, the Bonds shall be payable solely from
213		-	proceeds received from the sale of the Bonds, income realized from the temporary investment of
214		-	those proceeds, receipts and revenues realized by the District from the Loan, income realized from
215		-	the temporary investment of those receipts and revenues prior to payment to the Bond owners, other
216		-	moneys that, as provided in the Financing Documents, may be made available to the District for the
217		-	payment of the Bonds, and other sources of payment (other than from the District), all as provided
218		-	for in the Financing Documents.
219		-	(b) Payment of the Bonds shall be secured as provided in the Financing Documents and by
220		-	an assignment by the District for the benefit of the Bond owners of certain of its rights under the
221		-	Financing Documents and Closing Documents, including a security interest in certain collateral, if
222		-	any, to the trustee for the Bonds pursuant to the Financing Documents.
223		-	(c) The trustee is authorized to deposit, invest, and disburse the proceeds received from the
224		-	sale of the Bonds pursuant to the Financing Documents.
225		-	ENROLLED ORIGINAL
226		-
227		-
228		-
229		-	6
230		-	Sec. 8. Financing and Closing Documents.
231		-	(a) The Mayor is authorized to prescribe the final form and content of all Financing
232		-	Documents and all Closing Documents to which the District is a party that may be necessary or
233		-	appropriate to issue, sell, and deliver the Bonds and to make the Loan to the Borrower. Each of
234		-	the Financing Documents and each of the Closing Documents to which the District is not a party
235		-	shall be approved, as to form and content, by the Mayor.
236		-	(b) The Mayor is authorized to execute, in the name of the District and on its behalf, the
237		-	Financing Documents and any Closing Documents to which the District is a party by the Mayor’s
238		-	manual or facsimile signature.
239		-	(c) If required, the official seal of the District, or a facsimile of it, shall be impressed,
240		-	printed, or otherwise reproduced on the Financing Documents and the Closing Documents to which
241		-	the District is a party.
242		-	(d) The Mayor’s execution and delivery of the Financing Documents and the Closing
243		-	Documents to which the District is a party shall constitute conclusive evidence of the Mayor’s
244		-	approval, on behalf of the District, of the final form and content of the executed Financing
245		-	Documents and the executed Closing Documents.
246		-	(e) The Mayor is authorized to deliver the executed and sealed Financing Documents and
247		-	Closing Documents, on behalf of the District, prior to or simultaneously with the issuance, sale, and
248		-	delivery of the Bonds, and to ensure the due performance of the obligations of the District contained
249		-	in the executed, sealed, and delivered Financing Documents and Closing Documents.
250		-
251		-	Sec. 9. Authorized delegation of authority.
252		-	To the extent permitted by District and federal laws, the Mayor may delegate to any
253		-	Authorized Delegate the performance of any function authorized to be performed by the Mayor
254		-	under this resolution.
255		-
256		-	Sec. 10. Limited liability.
257		-	(a) The Bonds shall be special obligations of the District. The Bonds shall be without
258		-	recourse to the District. The Bonds shall not be general obligations of the District, shall not be a
259		-	pledge of or involve the faith and credit or the taxing power of the District, shall not constitute a
260		-	debt of the District, and shall not constitute lending of the public credit for private undertakings as
261		-	prohibited in section 602(a)(2) of the Home Rule Act.
262		-	(b) The Bonds shall not give rise to any pecuniary liability of the District and the District
263		-	shall have no obligation with respect to the purchase of the Bonds.
264		-	(c) Nothing contained in the Bonds, in the Financing Documents, or in the Closing
265		-	Documents shall create an obligation on the part of the District to make payments with respect to
266		-	the Bonds from sources other than those listed for that purpose in section 7.
267		-	(d) The District shall have no liability for the payment of any Issuance Costs or for any
268		-	transaction or event to be effected by the Financing Documents.
269		-	(e) All covenants, obligations, and agreements of the District contained in this resolution,
270		-	the Bonds, and the executed, sealed, and delivered Financing Documents and Closing Documents to ENROLLED ORIGINAL
271		-
272		-
273		-
274		-	7
275		-	which the District is a party, shall be considered to be the covenants, obligations, and agreements of
276		-	the District to the fullest extent authorized by law, and each of those covenants, obligations, and
277		-	agreements shall be binding upon the District, subject to the limitations set forth in this resolution.
278		-	(f) No person, including, but not limited to, the Borrower and any Bond owner, shall have
279		-	any claims against the District or any of its elected or appointed officials, officers, employees, or
280		-	agents for monetary damages suffered as a result of the failure of the District or any of its elected or
281		-	appointed officials, officers, employees or agents to perform any covenant, undertaking, or
282		-	obligation under this resolution, the Bonds, the Financing Documents, or the Closing Documents, or
283		-	as a result of the incorrectness of any representation in or omission from the Financing Documents
284		-	or the Closing Documents, unless the District or its elected or appointed officials, officers,
285		-	employees, or agents have acted in a willful and fraudulent manner.
286		-
287		-	Sec. 11. District officials.
288		-	(a) Except as otherwise provided in section 10(f), the elected or appointed officials, officers,
289		-	employees, or agents of the District shall not be liable personally for the payment of the Bonds or be
290		-	subject to any personal liability by reason of the issuance, sale or delivery of the Bonds, or for any
291		-	representations, warranties, covenants, obligations, or agreements of the District contained in this
292		-	resolution, the Bonds, the Financing Documents, or the Closing Documents.
293		-	(b) The signature, countersignature, facsimile signature, or facsimile countersignature of
294		-	any official appearing on the Bonds, the Financing Documents, or the Closing Documents shall
295		-	be valid and sufficient for all purposes notwithstanding the fact that the individual signatory
296		-	ceases to hold that office before delivery of the Bonds, the Financing Documents, or the Closing
297		-	Documents.
298		-
299		-	Sec.12. Maintenance of documents.
300		-	Copies of the specimen Bonds and of the final Financing Documents and Closing
301		-	Documents shall be filed in the Office of the Secretary of the District of Columbia.
302		-
303		-	Sec.13. Information reporting.
304		-	Within 3 days after the Mayor’s receipt of the transcript of proceedings relating to the
305		-	issuance of the Bonds, the Mayor shall transmit a copy of the transcript to the Secretary to the
306		-	Council.
307		-
308		-	Sec. 14. Disclaimer.
309		-	(a) The issuance of Bonds is in the discretion of the District. Nothing contained in this
310		-	resolution, the Bonds, the Financing Documents, or the Closing Documents shall be construed as
311		-	obligating the District to issue any Bonds for the benefit of the Borrower or to participate in or assist
312		-	the Borrower in any way with financing, refinancing, or reimbursing the costs of the Project. The
313		-	Borrower shall have no claims for damages or for any other legal or equitable relief against the
314		-	District, its elected or appointed officials, officers, employees, or agents as a consequence of any
315		-	failure to issue any Bonds for the benefit of the Borrower. ENROLLED ORIGINAL
316		-
317		-
318		-
319		-	8
320		-	(b) The District reserves the right to issue the Bonds in the order or priority it determines in
321		-	its sole and absolute discretion. The District gives no assurance and makes no representations that
322		-	any portion of any limited amount of bonds or other obligations, the interest on which is excludable
323		-	from gross income for federal income tax purposes, will be reserved or will be available at the time
324		-	of the proposed issuance of the Bonds.
325		-	(c) The District, by adopting this resolution or by taking any other action in connection with
326		-	financing, refinancing, or reimbursing costs of the Project, does not provide any assurance that the
327		-	Project is viable or sound, that the Borrower is financially sound, or that amounts owing on the
328		-	Bonds or pursuant to the Loan will be paid. Neither the Borrower, any purchaser of the Bonds, nor
329		-	any other person shall rely upon the District with respect to these matters.
330		-
331		-	Sec. 15. Expiration.
332		-	If any Bonds are not issued, sold, and delivered to the original purchaser within 3 years of
333		-	the date of this resolution, the authorization provided in this resolution with respect to the issuance,
334		-	sale, and delivery of the Bonds shall expire.
335		-
336		-	Sec. 16. Severability.
337		-	If any particular provision of this resolution, or the application thereof to any person or
338		-	circumstance is held invalid, the remainder of this resolution and the application of such provision
339		-	to other persons or circumstances shall not be affected thereby. If any action or inaction
340		-	contemplated under this resolution is determined to be contrary to the requirements of applicable
341		-	law, such action or inaction shall not be necessary for the purpose of issuing of the Bonds, and the
342		-	validity of the Bonds shall not be adversely affected.
343		-
344		-	Sec. 17. Compliance with public approval requirement.
345		-	This approval shall constitute the approval of the Council as required in section 147(f) of
346		-	the Internal Revenue Code of 1986, as amended (“Code”), and section 490(k) of the Home Rule
347		-	Act, for the Project to be financed, refinanced, or reimbursed with the proceeds of the Bonds.
348		-	This resolution approving the issuance of the Bonds for the Project has been adopted by the
349		-	Council after a public hearing held in accordance with section 147(f) of the Code, as such section
350		-	may be amended, and the corresponding regulations promulgated by the United States
351		-	Department of the Treasury.
352		-
353		-	Sec. 18. Transmittal.
354		-	The Council shall transmit a copy of this resolution, upon its adoption, to the Mayor.
355		-
356		-	Sec. 19. Fiscal impact statement.
357		-	The Council adopts the fiscal impact statement in the committee report as the fiscal
358		-	impact statement required by section 4a of the General Legislative Procedures Act of 1975,
359		-	approved October 16, 2006 (120 Stat. 2038; D.C. Official Code § 1-301.47a).
360		-	ENROLLED ORIGINAL
361		-
362		-
363		-
364		-	9
365		-	Sec. 20. Effective date.
366		-	This resolution shall take effect immediately.
	493	+	SUBJECT: Legal Sufficiency Certification of the “Washington Latin Public Charter School Revenue Bonds Project Approval Resolution of 2024”.
	494	+	This is to certify that
	495	+	the Commercial Division has reviewed the above-referenced
	496	+	resolution and found it to be legally sufficient . If you have any questions in this regard,
	497	+	please do not hesitate to call me at (202) 724-7754. _________________________________ Patrick Allen
	498	+	Senior Assistant Attorney General