District Of Columbia 2023-2024 Regular Session

District Of Columbia Council Bill PR25-1046 Compare Versions

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Version 2 (New)

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1		-	ENROLLED ORIGINAL
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	6	+
	7	+
	8	+
	9	+
	10	+	MURIEL BOWSER
	11	+	MAYOR
	12	+
	13	+	October 24, 2024
	14	+
	15	+	The Honorable Phil Mendelson
	16	+	Chairman
	17	+	Council of the District of Columbia
	18	+	John A. Wilson Building
	19	+	1350 Pennsylvania Avenue, NW, Suite 504
	20	+	Washington, DC 20001
	21	+
	22	+	Dear Chairman Mendelson:
	23	+
	24	+	Enclosed for consideration and adoption by the Council of the District of Columbia is a proposed
	25	+	resolution titled “The Sojourner Truth Montessori Public Charter School Revenue Bonds Project
	26	+	Approval Resolution of 2024”.
	27	+
	28	+	The resolution authorizes the issuance, sale, and delivery of tax-exempt revenue bonds, notes, or
	29	+	other obligations in aggregate principal amount not to exceed $40,000,000. The bonds will be
	30	+	used for the financing and refinancing of the acquisition, improvement, expansion, equipping,
	31	+	furnishing, and development of the fee interest of the real estate comprising the current campus
	32	+	located at 1800 Perry Street NE and the added campus that will be located at 3420 16
	33	+	th
	34	+	Street,
	35	+	NE.
	36	+
	37	+	In accordance with section 490 of the Home Rule Act, it has been determined that the bonds,
	38	+	when, as, and if issued, shall be without recourse to the District. The bonds shall not be general
	39	+	obligations of the District; shall not be a pledge of or involve the full faith and credit or the
	40	+	taxing power of the District; shall not constitute a debt of the District; and shall not constitute a
	41	+	lending of public credit for a private undertaking as prohibited in section 602(a)(2) of the Home
	42	+	Rule Act. The bonds shall not give rise to any pecuniary liability of the District, and the District
	43	+	shall have no obligation with respect to the purchase of the bonds.
	44	+
	45	+	I urge the Council to take prompt and favorable action on the enclosed measure.
	46	+
	47	+
	48	+	Sincerely,
	49	+
	50	+
	51	+
	52	+	Muriel E. Bowser
	53	+
	54	+	Enclosure Chairman Phil Mendelson
	55	+	at the request
	56	+	of the Mayor
7	57		1
8		-	A RESOLUTION
	58	+	2
	59	+	3
	60	+	4
	61	+	5
	62	+	6
	63	+	7 A PROPOSED RESOLUTION
	64	+	8
	65	+	9 IN THE COUNCIL OF THE DISTRICT OF COLUMBIA
	66	+	10
	67	+	11 To authorize and provide for the issuance, sa le, and delivery in an aggregate principal amount not to
	68	+	12 exceed $40 million of District of Columbia revenue bonds in one or more series pursuant to a
	69	+	13 plan of finance and to authorize and provide for the loan of the proceeds of such bonds to
	70	+	14 assist The Sojourner Truth Public Charter School, in the financing, refinancing, or
	71	+	15 reimbursing of costs associated with an authorized project pursuant to section 490 of the
	72	+	16 District of Columbia Home Rule Act.
	73	+	17
	74	+	18 RESOLVED, BY THE COUNCIL OF THE DISTRICT OF COLUMBIA, That this
	75	+	19 resolution may be cited as the "The Sojourner Truth Public Charter School Revenue Bonds
	76	+	20 Project Approval Resolution
	77	+	of 2024".
	78	+	21
	79	+	22 Sec. 2. Definitions.
	80	+	23 For the purposes of this resolution, the term:
	81	+	24 (1) "Authorized Delegate" means the Mayor or the Deputy Mayor for Planning
	82	+	25 and Economic Development, or any officer or employee of the Executive Office of the Mayor to
	83	+	26 whom the Mayor has delegated or to whom the foregoing individuals have subdelegated any of
	84	+	27 the Mayor 's functions under this resolution pursuant to section 422(6) of the Home Rule Act.
	85	+	28 (2) "Bond Counsel" means a firm or firms of attorneys designated as bond
	86	+	29 counsel from time to time by the Mayor.
	87	+	1
	88	+	2
	89	+	(3) “Bonds” means the District of Columbia revenue bonds, notes, or other 30
	90	+	obligations (including refunding bonds, notes, and other obligations), in one or more series, 31
	91	+	authorized to be issued pursuant to this resolution. 32
	92	+	(4) “Borrower” means the owner, operator, manager and user of the assets 33
	93	+	financed, refinanced, or reimbursed with proceeds from the Bonds, which shall be The Sojourner 34
	94	+	Truth Public Charter School, a corporation organized under the laws of the District of Columbia, 35
	95	+	which is exempt from federal income taxes under 26 U.S.C § 501(a) as an organization described 36
	96	+	in 26 U.S.C. § 501(c)(3), and which is liable for the repayment of the Bonds). 37
	97	+	(5) “Closing Documents” means all documents and agreements, other than 38
	98	+	Financing Documents, that may be necessary and appropriate to issue, sell, and deliver the 39
	99	+	Bonds and to make the Loan contemplated thereby , and includes agreements, certificates, letters, 40
	100	+	opinions, forms, receipts, and other similar instruments. 41
	101	+	(6) “District” means the District of Columbia. 42
	102	+	(7) “Financing Documents” means the documents, other than Closing Documents, 43
	103	+	that relate to the financing or refinancing of transactions to be effected through the issuance, sale, 44
	104	+	and delivery of the Bonds and the making of the Loan, including any offering document, and any 45
	105	+	required supplements to any such documents. 46
	106	+	(8) “Home Rule Act” means the District of Columbia Home Rule Act, approved 47
	107	+	December 24, 1973 (87 Stat. 774; D.C. Official Code § 1- 201.01 et seq. ). 48
	108	+	(9) “Issuance Costs” means all fees, costs, charges, and expenses paid or incurred 49
	109	+	in connection with the authorization, preparation, printing, issuance, sale, and delivery of the 50
	110	+	Bonds and the making of the Loan, including, but not limited to, underwriting, legal, accounting, 51
	111	+	rating agency, and all other fees, costs, charges, and expenses incurred in connection with the 52
	112	+	3
	113	+	development and implementation of the Financing Documents, the Closing Documents, and 53
	114	+	those other documents necessary or appropriate in connection with the authorization, 54
	115	+	preparation, printing, issuance, sale, marketing, and delivery of the Bonds and the making of the 55
	116	+	Loan contemplated thereby, together with financing fees, costs, and expenses, including program 56
	117	+	fees and administrative fees charged by the District, fees paid to financial institutions and 57
	118	+	insurance companies, initial letter of credit fees (if any), compensation to financial advisors and 58
	119	+	other persons (other than full-time employees of the District) and entities performing services on 59
	120	+	behalf of or as agents for the District. 60
	121	+	(10) “Loan” means the District’s lending of proceeds from the sale, in one or 61
	122	+	more series, of the Bonds to the Borrower. 62
	123	+	(11) “Project” means the financing, refinancing or reimbursing of all or a portion 63
	124	+	of the Borrower’s costs of: 64
	125	+	(A) Refinancing a 2024 term loan from the Equitable Facilities Fund, Inc., 65
	126	+	the proceeds of which were used (i) to refinance certain existing indebtedness of the Borrower, 66
	127	+	the proceeds of which were used to finance the costs of leasehold improvements to the 67
	128	+	Borrower’s public charter school facility located at 1800 Perry Street, NE, Washington, D.C. (the 68
	129	+	“Perry Street Facility”) and (ii) to finance and refinance the costs of the acquisition, construction 69
	130	+	and rehabilitation of the Borrower’s public charter school facility located at 3420 16th Street, 70
	131	+	NE, Washington, D.C. (the “16th Street Facility”); 71
	132	+	(B) The construction, equipping and development of the 16th Street Facility; 72
	133	+	(C) Funding certain working capital costs, to the extent financeable relating 73
	134	+	to the Bonds; 74
	135	+	4
	136	+	(D) Funding any credit enhancement costs, liquidity costs or debt service 75
	137	+	reserve fund relating to the Bonds; and 76
	138	+	(E) Paying allowable Issuance Costs. 77
	139	+	Sec. 3. Findings. 78
	140	+	The Council finds that: 79
	141	+	(1) Section 490 of the Home Rule Act provides that the Council may, by 80
	142	+	resolution, authorize the issuance of District revenue bonds, notes, or other obligations 81
	143	+	(including refunding bonds, notes, or other obligations) to borrow money to finance, refinance, 82
	144	+	or reimburse costs, and to assist in the financing, refinancing, or reimbursing of, the costs of 83
	145	+	undertakings in certain areas designated in section 490 and may effect the financing, refinancing, 84
	146	+	or reimbursement by loans made directly or indirectly to any individual or legal entity, by the 85
	147	+	purchase of any mortgage, note, or other security, or by the purchase, lease, or sale of any 86
	148	+	property. 87
	149	+	(2) The Borrower has requested the District to issue, sell, and deliver revenue 88
	150	+	bonds, in one or more series, in an aggregate principal amount not to exceed $40 million, and to 89
	151	+	make the Loan for the purpose of financing, refinancing, or reimbursing costs of the Project. 90
	152	+	(3) The Project is located in the District and will contribute to the health, 91
	153	+	education, safety, or welfare of, or the creation or preservation of jobs for, residents of the 92
	154	+	District, or to economic development of the District. 93
	155	+	(4) The Project is an undertaking in the area of elementary, secondary and 94
	156	+	college and university facilities within the meaning of section 490 of the Home Rule Act. 95
	157	+	5
	158	+	(5) The authorization, issuance, sale, and delivery of the Bonds and the Loan to 96
	159	+	the Borrower are desirable, are in the public interest, will promote the purpose and intent of 97
	160	+	section 490 of the Home Rule Act, and will assist the Project. 98
	161	+	Sec. 4. Bond authorization. 99
	162	+	(a) The Mayor is authorized pursuant to the Home Rule Act and this resolution to assist 100
	163	+	in financing, refinancing or reimbursing the costs of the Project by: 101
	164	+	(1) The issuance, sale, and delivery of the Bonds, in one or more series, in an 102
	165	+	aggregate principal amount not to exceed $40 million; and 103
	166	+	(2) The making of the Loan. 104
	167	+	(b) The Mayor is authorized to make the Loan to the Borrower for the purpose of 105
	168	+	financing, refinancing or reimbursing the costs of the Project and establishing any fund with 106
	169	+	respect to the Bonds as required by the Financing Documents. 107
	170	+	(c) The Mayor may charge a program fee to the Borrower, including, but not limited to, 108
	171	+	an amount sufficient to cover costs and expenses incurred by the District in connection with the 109
	172	+	issuance, sale, and delivery of each series of the Bonds, the District’s participation in the 110
	173	+	monitoring of the use of the Bond proceeds and compliance with any public benefit agreements 111
	174	+	with the District, and maintaining official records of each bond transaction, and assisting in the 112
	175	+	redemption, repurchase, and remarketing of the Bonds. 113
	176	+	(d) The Bond authorization set forth in this resolution includes the authorization to issue 114
	177	+	refunding Bonds to refinance any Bonds previously issued under this resolution to finance the 115
	178	+	Project; provided that the maximum principal amount of Bonds outstanding at any time does not 116
	179	+	exceed the maximum principal amount of Bonds authorized hereunder. 117
	180	+	Sec. 5. Bond details. 118
	181	+	6
	182	+	(a) The Mayor and each Authorized Delegate is authorized to take any action reasonably 119
	183	+	necessary or appropriate in accordance with this resolution in connection with the preparation, 120
	184	+	execution, issuance, sale, delivery, security for, and payment of the Bonds of each series, 121
	185	+	including, but not limited to, determinations of: 122
	186	+	(1) The final form, content, designation, and terms of the Bonds, including a 123
	187	+	determination that the Bonds may be issued in certificated or book- entry form; 124
	188	+	(2) The principal amount of the Bonds to be issued and denominations of the 125
	189	+	Bonds; 126
	190	+	(3) The rate or rates of interest or the method for determining the rate or rates of 127
	191	+	interest on the Bonds; 128
	192	+	(4) The date or dates of issuance, sale, and delivery of, and the payment of 129
	193	+	interest on, the Bonds, and the maturity date or dates of the Bonds; 130
	194	+	(5) The terms under which the Bonds may be paid, optionally or mandatorily 131
	195	+	redeemed, accelerated, tendered, called, or put for redemption, repurchase, or remarketing before 132
	196	+	their respective stated maturities; 133
	197	+	(6) Provisions for the registration, transfer, and exchange of the Bonds and the 134
	198	+	replacement of mutilated, lost, stolen, or destroyed Bonds; 135
	199	+	(7) The creation of any reserve fund, sinking fund, or other fund with respect to 136
	200	+	the Bonds; 137
	201	+	(8) The time and place of payment of the Bonds; 138
	202	+	(9) Procedures for monitoring the use of the proceeds received from the sale of 139
	203	+	the Bonds to ensure that the proceeds are properly applied to the Project and used to accomplish 140
	204	+	the purposes of the Home Rule Act and this resolution; 141
	205	+	7
	206	+	(10) Actions necessary to qualify the Bonds under blue sky laws of any 142
	207	+	jurisdiction where the Bonds are marketed; and 143
	208	+	(11) The terms and types of credit enhancement under which the Bonds may be 144
	209	+	secured. 145
	210	+	(b) The Bonds shall contain a legend, which shall provide that the Bonds are special 146
	211	+	obligations of the District, are without recourse to the District, are not a pledge of, and do not 147
	212	+	involve the faith and credit or the taxing power of the District, do not constitute a debt of the 148
	213	+	District, and do not constitute lending of the public credit for private undertakings as prohibited 149
	214	+	in section 602(a)(2) of the Home Rule Act. 150
	215	+	(c) The Bonds shall be executed in the name of the District and on its behalf by the 151
	216	+	manual or facsimile signature of the Mayor, and attested by the Secretary of the District of 152
	217	+	Columbia by the Secretary of the District of Columbia’s manual or facsimile signature. The 153
	218	+	Mayor’s execution and delivery of the Bonds shall constitute conclusive evidence of the Mayor’s 154
	219	+	approval, on behalf of the District, of the final form and content of the Bonds. 155
	220	+	(d) The official seal of the District, or a facsimile of it, shall be impressed, printed, or 156
	221	+	otherwise reproduced on the Bonds. 157
	222	+	(e) The Bonds of any series may be issued in accordance with the terms of a trust 158
	223	+	instrument to be entered into by the District and a trustee to be selected by the Borrower subject 159
	224	+	to the approval of the Mayor, and may be subject to the terms of one or more agreements entered 160
	225	+	into by the Mayor pursuant to section 490(a)(4) of the Home Rule Act. 161
	226	+	(f) The Bonds may be issued at any time or from time to time in one or more issues and 162
	227	+	in one or more series. 163
	228	+	Sec. 6. Sale of the Bonds. 164
	229	+	8
	230	+	(a) The Bonds of any series may be sold at negotiated or competitive sale at, above, or 165
	231	+	below par, to one or more persons or entities, and upon terms that the Mayor considers to be in 166
	232	+	the best interest of the District. 167
	233	+	(b) The Mayor or an Authorized Delegate may execute, in connection with each sale of 168
	234	+	the Bonds, offering documents on behalf of the District, may deem final any such offering 169
	235	+	document on behalf of the District for purposes of compliance with federal laws and regulations 170
	236	+	governing such matters and may authorize the distribution of the documents in connection with 171
	237	+	the sale of the Bonds. 172
	238	+	(c) The Mayor is authorized to deliver the executed and sealed Bonds, on behalf of the 173
	239	+	District, for authentication, and, after the Bonds have been authenticated, to deliver the Bonds to 174
	240	+	the original purchasers of the Bonds upon payment of the purchase price. 175
	241	+	(d) The Bonds shall not be issued until the Mayor receives an approving opinion from 176
	242	+	Bond Counsel as to the validity of the Bonds of such series and, if the interest on the Bonds is 177
	243	+	expected to be exempt from federal income taxation, the treatment of the interest on the Bonds 178
	244	+	for purposes of federal income taxation. 179
	245	+	Sec. 7. Payment and security. 180
	246	+	(a) The principal of, premium, if any, and interest on, the Bonds shall be payable solely 181
	247	+	from proceeds received from the sale of the Bonds, income realized from the temporary 182
	248	+	investment of those proceeds, receipts and revenues realized by the District from the Loan, 183
	249	+	income realized from the temporary investment of those receipts and revenues prior to payment 184
	250	+	to the Bond owners, other moneys that, as provided in the Financing Documents, may be made 185
	251	+	available to the District for the payment of the Bonds, and other sources of payment (other than 186
	252	+	from the District), all as provided for in the Financing Documents. 187
	253	+	9
	254	+	(b) Payment of the Bonds shall be secured as provided in the Financing Documents and 188
	255	+	by an assignment by the District for the benefit of the Bond owners of certain of its rights under 189
	256	+	the Financing Documents and Closing Documents, including a security interest in certain 190
	257	+	collateral, if any, to the trustee for the Bonds pursuant to the Financing Documents. 191
	258	+	(c) The trustee is authorized to deposit, invest, and disburse the proceeds received from 192
	259	+	the sale of the Bonds pursuant to the Financing Documents. 193
	260	+	Sec. 8. Financing and Closing Documents. 194
	261	+	(a) The Mayor is authorized to prescribe the final form and content of all Financing 195
	262	+	Documents and all Closing Documents to which the District is a party that may be necessary or 196
	263	+	appropriate to issue, sell, and deliver the Bonds and to make the Loan to the Borrower. Each of 197
	264	+	the Financing Documents and each of the Closing Documents to which the District is not a party 198
	265	+	shall be approved, as to form and content, by the Mayor. 199
	266	+	(b) The Mayor is authorized to execute, in the name of the District and on its behalf, the 200
	267	+	Financing Documents and any Closing Documents to which the District is a party by the 201
	268	+	Mayor’s manual or facsimile signature. 202
	269	+	(c) If required, the official seal of the District, or a facsimile of it, shall be impressed, 203
	270	+	printed, or otherwise reproduced on the Financing Documents and the Closing Documents to 204
	271	+	which the District is a party. 205
	272	+	(d) The Mayor’s execution and delivery of the Financing Documents and the Closing 206
	273	+	Documents to which the District is a party shall constitute conclusive evidence of the Mayor’s 207
	274	+	approval, on behalf of the District, of the final form and content of the executed Financing 208
	275	+	Documents and the executed Closing Documents. 209
	276	+	10
	277	+	(e) The Mayor is authorized to deliver the executed and sealed Financing Documents and 210
	278	+	Closing Documents, on behalf of the District, prior to or simultaneously with the issuance, sale, 211
	279	+	and delivery of the Bonds, and to ensure the due performance of the obligations of the District 212
	280	+	contained in the executed, sealed, and delivered Financing Documents and Closing Documents. 213
	281	+	Sec. 9. Authorized delegation of authority. 214
	282	+	To the extent permitted by District and federal laws, the Mayor may delegate to any 215
	283	+	Authorized Delegate the performance of any function authorized to be performed by the Mayor 216
	284	+	under this resolution. 217
	285	+	Sec. 10. Limited liability. 218
	286	+	(a) The Bonds shall be special obligations of the District. The Bonds shall be without 219
	287	+	recourse to the District. The Bonds shall not be general obligations of the District, shall not be a 220
	288	+	pledge of, or involve the faith and credit or the taxing power of, the District, shall not constitute a 221
	289	+	debt of the District, and shall not constitute lending of the public credit for private undertakings 222
	290	+	as prohibited in section 602(a)(2) of the Home Rule Act. 223
	291	+	(b) The Bonds shall not give rise to any pecuniary liability of the District and the District 224
	292	+	shall have no obligation with respect to the purchase of the Bonds. 225
	293	+	(c) Nothing contained in the Bonds, in the Financing Documents, or in the Closing 226
	294	+	Documents shall create an obligation on the part of the District to make payments with respect to 227
	295	+	the Bonds from sources other than those listed for that purpose in section 7. 228
	296	+	(d) The District shall have no liability for the payment of any Issuance Costs or for any 229
	297	+	transaction or event to be effected by the Financing Documents. 230
	298	+	(e) All covenants, obligations, and agreements of the District contained in this resolution, 231
	299	+	the Bonds, and the executed, sealed, and delivered Financing Documents and Closing 232
	300	+	11
	301	+	Documents to which the District is a party, shall be considered to be the covenants, obligations, 233
	302	+	and agreements of the District to the fullest extent authorized by law, and each of those 234
	303	+	covenants, obligations, and agreements shall be binding upon the District, subject to the 235
	304	+	limitations set forth in this resolution. 236
	305	+	(f) No person, including, but not limited to, the Borrower and any Bond owner, shall have 237
	306	+	any claims against the District or any of its elected or appointed officials, officers, employees, or 238
	307	+	agents for monetary damages suffered as a result of the failure of the District or any of its elected 239
	308	+	or appointed officials, officers, employees or agents to perform any covenant, undertaking, or 240
	309	+	obligation under this resolution, the Bonds, the Financing Documents, or the Closing 241
	310	+	Documents, or as a result of the incorrectness of any representation in or omission from the 242
	311	+	Financing Documents or the Closing Documents, unless the District or its elected or appointed 243
	312	+	officials, officers, employees, or agents have acted in a willful and fraudulent manner. 244
	313	+	Sec. 11. District officials. 245
	314	+	(a) Except as otherwise provided in section 10(f), the elected or appointed officials, 246
	315	+	officers, employees, or agents of the District shall not be liable personally for the payment of the 247
	316	+	Bonds or be subject to any personal liability by reason of the issuance, sale or delivery of the 248
	317	+	Bonds, or for any representations, warranties, covenants, obligations, or agreements of the 249
	318	+	District contained in this resolution, the Bonds, the Financing Documents, or the Closing 250
	319	+	Documents. 251
	320	+	(b) The signature, countersignature, facsimile signature, or facsimile countersignature of 252
	321	+	any official appearing on the Bonds, the Financing Documents, or the Closing Documents shall 253
	322	+	be valid and sufficient for all purposes notwithstanding the fact that the individual signatory 254
	323	+	12
	324	+	ceases to hold that office before delivery of the Bonds, the Financing Documents, or the Closing 255
	325	+	Documents. 256
	326	+	Sec.12. Maintenance of documents. 257
	327	+	Copies of the specimen Bonds and of the final Financing Documents and Closing 258
	328	+	Documents shall be filed in the Office of the Secretary of the District of Columbia. 259
	329	+	Sec.13. Information reporting. 260
	330	+	Within 3 days after the Mayor’s receipt of the transcript of proceedings relating to the 261
	331	+	issuance of the Bonds, the Mayor shall transmit a copy of the transcript to the Secretary to the 262
	332	+	Council. 263
	333	+	Sec. 14. Disclaimer. 264
	334	+	(a) The issuance of Bonds is in the discretion of the District. Nothing contained in this 265
	335	+	resolution, the Bonds, the Financing Documents, or the Closing Documents shall be construed as 266
	336	+	obligating the District to issue any Bonds for the benefit of the Borrower or to participate in or 267
	337	+	assist the Borrower in any way with financing, refinancing, or reimbursing the costs of the 268
	338	+	Project. The Borrower shall have no claims for damages or for any other legal or equitable relief 269
	339	+	against the District, its elected or appointed officials, officers, employees, or agents as a 270
	340	+	consequence of any failure to issue any Bonds for the benefit of the Borrower. 271
	341	+	(b) The District reserves the right to issue the Bonds in the order or priority it determines 272
	342	+	in its sole and absolute discretion. The District gives no assurance and makes no representations 273
	343	+	that any portion of any limited amount of bonds or other obligations, the interest on which is 274
	344	+	excludable from gross income for federal income tax purposes, will be reserved or will be 275
	345	+	available at the time of the proposed issuance of the Bonds. 276
	346	+	13
	347	+	(c) The District, by adopting this resolution or by taking any other action in connection 277
	348	+	with financing, refinancing, or reimbursing costs of the Project, does not provide any assurance 278
	349	+	that the Project is viable or sound, that the Borrower is financially sound, or that amounts owing 279
	350	+	on the Bonds or pursuant to the Loan will be paid. Neither the Borrower, any purchaser of the 280
	351	+	Bonds, nor any other person shall rely upon the District with respect to these matters. 281
	352	+	Sec. 15. Expiration. 282
	353	+	If any Bonds are not issued, sold, and delivered to the original purchaser within 3 years of 283
	354	+	the date of this resolution, the authorization provided in this resolution with respect to the 284
	355	+	issuance, sale, and delivery of the Bonds shall expire. 285
	356	+	Sec. 16. Severability. 286
	357	+	If any particular provision of this resolution or the application thereof to any person or 287
	358	+	circumstance is held invalid, the remainder of this resolution and the application of such 288
	359	+	provision to other persons or circumstances shall not be affected thereby. If any action or 289
	360	+	inaction contemplated under this resolution is determined to be contrary to the requirements of 290
	361	+	applicable law, such action or inaction shall not be necessary for the purpose of issuing the 291
	362	+	Bonds, and the validity of the Bonds shall not be adversely affected. 292
	363	+	Sec. 17. Compliance with public approval requirement. 293
	364	+	This approval shall constitute the approval of the Council as required in section 147(f) of 294
	365	+	the Internal Revenue Code of 1986, as amended (“Code”) , and section 490(k) of the Home Rule 295
	366	+	Act, for the Project to be financed, refinanced, or reimbursed with the proceeds of the Bonds. 296
	367	+	This resolution approving the issuance of the Bonds for the Project has been adopted by the 297
	368	+	Council after a public hearing held in accordance with section 147(f) of the Code, as such section 298
	369	+	14
	370	+	may be amended, and the corresponding regulations promulgated by the United States 299
	371	+	Department of the Treasury. 300
	372	+	Sec. 18. Transmittal. 301
	373	+	The Council shall transmit a copy of this resolution, upon its adoption, to the Mayor. 302
	374	+	Sec. 19. Fiscal impact statement. 303
	375	+	The Council adopts the fiscal impact statement in the committee report as the fiscal 304
	376	+	impact statement required by section 4a of the General Legislative Procedures Act of 1975, 305
	377	+	approved October 16, 2006 (120 Stat. 2038; D.C. Official Code § 1- 301.47a). 306
	378	+	Sec. 20. Effective date. 307
	379	+	This resolution shall take effect immediately. 308 Sojourner Truth Montessori Public Charter School
	380	+	Revenue Bond Project
9	381
10		-	25-716
	382	+	FACT SHEET
	383	+	The Sojourner Truth Montessori Public Charter School has requested that the District issue up to
	384	+	$40,000,000 in tax -exempt bonds, in connection with the financing, of its facility located at 1800
	385	+	Perry Road NE in Ward 5.
11	386
12		-	IN THE ~~COUNCIL OF THE DISTRICT OF COLUMBIA~~
	387	+	The Applicant
13	388
14		-	~~November 26,~~ ~~2024~~
15		-	To ~~authorize and provide for the issuance~~, ~~sale, and delivery in an aggregate principal amount not~~
16		-	~~to exceed $40~~ ~~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 Sojourner Truth Public Charter School,~~ in ~~the financing~~, ~~refinancing, or~~
19		-	~~reimbursing of costs associated with an authorized project pursuant to section 490 of the District of Columbia Home Rule Act~~.
	389	+	Sojourner Truth Montessori Public Charter School’s (STMPCS’s) focus is to empower students
	390	+	to transform the world. STMPCS builds on Montessori commitment to deep, personalized
	391	+	learning through carefully designed classroom environments and freedom within limits. This
	392	+	fosters student-led classrooms through appropriate environmental structure, enables students to
	393	+	engage in meaningful work with real world applications, and offers a close-knit community
	394	+	where students pursue justice and practice stewardship.
20	395
21		-	RESOLVED, BY THE COUNCIL OF THE DISTRICT OF COLUMBIA, That this
22		-	resolution may be cited as the “The Sojourner Truth Public Charter School Revenue Bonds
23		-	Project Approval Resolution of 2024”.
24		-	Sec. 2. Definitions. For the purposes of this resolution, the term:
25		-	(1) “Authorized Delegate” means the Mayor or the Deputy Mayor for Planning
26		-	and Economic Development, or any officer or employee of the Executive Office of the Mayor to whom the Mayor has delegated or to whom the foregoing individuals have subdelegated any of the Mayor’s functions under this resolution pursuant to section 422(6) of the Home Rule Act.
27		-	(2) “Bond Counsel” means a firm or firms of attorneys designated as bond
28		-	counsel from time to time by the Mayor.
29		-	(3) “Bonds” means the District of Columbia revenue bonds, notes, or other
30		-	obligations (including refunding bonds, notes, and other obligations), in one or more series, authorized to be issued pursuant to this resolution.
31		-	(4) “Borrower” means the owner, operator, manager and user of the assets
32		-	financed, refinanced, or reimbursed with proceeds from the Bonds, which shall be The Sojourner
33		-	Truth Public Charter School, a corporation organized under the laws of the District of Columbia,
34		-	which is exempt from federal income taxes under 26 U.S.C § 501(a) as an organization described in 26 U.S.C. § 501(c)(3), and which is liable for the repayment of the Bonds.
35		-	(5) “Closing Documents” means all documents and agreements, other than
36		-	Financing Documents, that may be necessary and appropriate to issue, sell, and deliver the Bonds and to make the Loan contemplated thereby , and includes agreements, certificates, letters,
37		-	opinions, forms, receipts, and other similar instruments. ENROLLED ORIGINAL
	396	+	Open since 2020 serving grades 6-11, Sojourner had a total enrollment of approximately 275.
	397	+	Students at STMPCS will graduate ready for success in college, career, and life. They will serve
	398	+	as active agents in the construction of peace. They will know who they are, what they want, and
	399	+	where they are going. They can walk into any space, find their place, and make a powerful
	400	+	contribution.
	401	+
	402	+	STMPCS honors self-development, pursues justice everywhere, designs for a positive impact,
	403	+	and challenges the mind, body and soul.
	404	+
	405	+	Proposed Project
	406	+	The bonds will be used for the financing and refinancing of the acquisition, improvement, expansion, equipping, furnishing, and development of the fee interest of the real estate comprising the current campus located at 1800 Perry Street NE and the added campus that will be located at 3420 16
	407	+	th
	408	+	Street, NE.
	409	+
	410	+	Financing Plan
	411	+	A summary of the proposed sources and uses of funds is attached (see Table 1).
	412	+
	413	+	Feasibility/Structure/Security of the Bonds
	414	+	Equitable Facilities Fund will serve as financial advisor to STMPCS. They have determined this
	415	+	financing to be financially feasible.
	416	+
	417	+	Public Purpose Benefits
	418	+
	419	+	STMPCS provides a mentor for all students. This creates the added one-on-one coaching
	420	+	sessions, for educational and social development. STMPCS brings another educational option for
	421	+	District residents.
	422	+
	423	+
	424	+	Legal and Regulatory Affairs
	425	+	The law firm, Orrick LLC, will bond counsel to the Industrial Revenue Bond Program, has
	426	+	preliminarily determined that the applicant is a 501(c)(3) organization, and the project constitutes a permissible undertaking in Section 490(a)(1) of the District of Columbia Home Rule Act. Based on the foregoing, we have determined that the proposed project complies with criteria for approval of proposed financing through the District’s Revenue Bond Program and that the proposed project will enhance employment opportunities and contribute to community betterment.
	427	+
	428	+
	429	+
	430	+	TABLE 1
	431	+	PROPOSED SOURCES AND USES OF FUNDS
38	432
39	433
40	434
41	435
42	436
43		-	2
44		-	(6) “District” means the District of Columbia.
45		-	(7) “Financing Documents” means the documents, other than Closing Documents,
46		-	that relate to the financing or refinancing of transactions to be effected through the issuance, sale, and delivery of the Bonds and the making of the Loan, including any offering document, and any required supplements to any such documents.
47		-	(8) “Home Rule Act” means the District of Columbia Home Rule Act, approved
48		-	December 24, 1973 (87 Stat. 774; D.C. Official Code § 1- 201.01 et seq. ).
49		-	(9) “Issuance Costs” means all fees, costs, charges, and expenses paid or incurred
50		-	in connection with the authorization, preparation, printing, issuance, sale, and delivery of the Bonds and the making of the Loan, including, but not limited to, underwriting, legal, accounting, rating agency, and all other fees, costs, charges, and expenses incurred in connection with the development and implementation of the Financing Documents, the Closing Documents, and those other documents necessary or appropriate in connection with the authorization,
51		-	preparation, printing, issuance, sale, marketing, and delivery of the Bonds and the making of the Loan contemplated thereby, together with financing fees, costs, and expenses, including program
52		-	fees and administrative fees charged by the District, fees paid to financial institutions and insurance companies, initial letter of credit fees (if any), compensation to financial advisors and
53		-	other persons (other than full-time employees of the District) and entities performing services on
54		-	behalf of or as agents for the District.
55		-	(10) “Loan” means the District’s lending of proceeds from the sale, in one or
56		-	more series, of the Bonds to the Borrower.
57		-	(11) “Project” means the financing, refinancing, or reimbursing of all or a portion
58		-	of the Borrower’s costs of:
59		-	(A) Refinancing a 2024 term loan from the Equitable Facilities Fund, Inc.,
60		-	the proceeds of which were used to refinance certain existing indebtedness of the Borrower, the proceeds of which were used to finance the costs of leasehold improvements to the Borrower’s
61		-	public charter school facility located at 1800 Perry Street, NE, Washington, DC and to finance
62		-	and refinance the costs of the acquisition, construction and rehabilitation of the Borrower’s public charter school facility located at 3420 16th Street, NE, Washington, DC (“16th Street
63		-	Facility”);
64		-	(B) The construction, equipping, and development of the 16th Street
65		-	Facility;
66		-	(C) Funding certain working capital costs, to the extent financeable relating
67		-	to the Bonds;
68		-	(D) Funding any credit enhancement costs, liquidity costs or debt service
69		-	reserve fund relating to the Bonds; and
70		-	(E) Paying allowable Issuance Costs.
71		-
72		-	ENROLLED ORIGINAL
73	437
74	438
75	439
76	440
77	441
78		-	3
79		-	Sec. 3. Findings.
80		-	The Council finds that:
81		-	(1) Section 490 of the Home Rule Act provides that the Council may, by
82		-	resolution, authorize the issuance of District revenue bonds, notes, or other obligations (including refunding bonds, notes, or other obligations) to borrow money to finance, refinance,
83		-	or reimburse costs, and to assist in the financing, refinancing, or reimbursing of, the costs of undertakings in certain areas designated in section 490 and may effect the financing, refinancing, or reimbursement by loans made directly or indirectly to any individual or legal entity, by the
84		-	purchase of any mortgage, note, or other security, or by the purchase, lease, or sale of any property.
85		-	(2) The Borrower has requested the District to issue, sell, and deliver revenue
86		-	bonds, in one or more series, in an aggregate principal amount not to exceed $40 million, and to make the Loan for the purpose of financing, refinancing, or reimbursing costs of the Project.
87		-	(3) The Project is located in the District and will contribute to the health,
88		-	education, safety, or welfare of, or the creation or preservation of jobs for, residents of the District, or to economic development of the District.
89		-	(4) The Project is an undertaking in the area of elementary, secondary and
90		-	college and university facilities within the meaning of section 490 of the Home Rule Act.
91		-	(5) The authorization, issuance, sale, and delivery of the Bonds and the Loan to
92		-	the Borrower are desirable, are in the public interest, will promote the purpose and intent of section 490 of the Home Rule Act, and will assist the Project.
93		-	Sec. 4. Bond authorization. (a) The Mayor is authorized pursuant to the Home Rule Act and this resolution to assist
94		-	in financing, refinancing, or reimbursing the costs of the Project by:
95		-	(1) The issuance, sale, and delivery of the Bonds, in one or more series, in an
96		-	aggregate principal amount not to exceed $40 million; and
97		-	(2) The making of the Loan.
98		-	(b) The Mayor is authorized to make the Loan to the Borrower for the purpose of
99		-	financing, refinancing, or reimbursing the costs of the Project and establishing any fund with respect to the Bonds as required by the Financing Documents.
100		-	(c) The Mayor may charge a program fee to the Borrower, including, but not limited to,
101		-	an amount sufficient to cover costs and expenses incurred by the District in connection with the issuance, sale, and delivery of each series of the Bonds, the District’s participation in the
102		-	monitoring of the use of the Bond proceeds and compliance with any public benefit agreements with the District, and maintaining official records of each bond transaction, and assisting in the redemption, repurchase, and remarketing of the Bonds.
103		-	(d) The Bond authorization set forth in this resolution includes the authorization to issue
104		-	refunding Bonds to refinance any Bonds previously issued under this resolution to finance the Project; provided that the maximum principal amount of Bonds outstanding at any time does not ENROLLED ORIGINAL
105	442
106	443
107	444
108	445
109	446
110		-	4
111		-	exceed the maximum principal amount of Bonds authorized hereunder.
112		-	Sec. 5. Bond details. (a) The Mayor and each Authorized Delegate is authorized to take any action reasonably
113		-	necessary or appropriate in accordance with this resolution in connection with the preparation, execution, issuance, sale, delivery, security for, and payment of the Bonds of each series, including, but not limited to, determinations of:
114		-	(1) The final form, content, designation, and terms of the Bonds, including a
115		-	determination that the Bonds may be issued in certificated or book- entry form;
116		-	(2) The principal amount of the Bonds to be issued and denominations of the
117		-	Bonds;
118		-	(3) The rate or rates of interest or the method for determining the rate or rates of
119		-	interest on the Bonds;
120		-	(4) The date or dates of issuance, sale, and delivery of, and the payment of
121		-	interest on, the Bonds, and the maturity date or dates of the Bonds;
122		-	(5) The terms under which the Bonds may be paid, optionally or mandatorily
123		-	redeemed, accelerated, tendered, called, or put for redemption, repurchase, or remarketing before their respective stated maturities;
124		-	(6) Provisions for the registration, transfer, and exchange of the Bonds and the
125		-	replacement of mutilated, lost, stolen, or destroyed Bonds;
126		-	(7) The creation of any reserve fund, sinking fund, or other fund with respect to
127		-	the Bonds;
128		-	(8) The time and place of payment of the Bonds;
129		-	(9) Procedures for monitoring the use of the proceeds received from the sale of
130		-	the Bonds to ensure that the proceeds are properly applied to the Project and used to accomplish the purposes of the Home Rule Act and this resolution;
131		-	(10) Actions necessary to qualify the Bonds under blue sky laws of any
132		-	jurisdiction where the Bonds are marketed; and
133		-	(11) The terms and types of credit enhancement under which the Bonds may be
134		-	secured.
135		-	(b) The Bonds shall contain a legend, which shall provide that the Bonds are special
136		-	obligations of the District, are without recourse to the District, are not a pledge of, and do not involve the faith and credit or the taxing power of the District, do not constitute a debt of the
137		-	District, and do not constitute lending of the public credit for private undertakings as prohibited in section 602(a)(2) of the Home Rule Act.
138		-	(c) The Bonds shall be executed in the name of the District and on its behalf by the
139		-	manual or facsimile signature of the Mayor, and attested by the Secretary of the District of Columbia by the Secretary of the District of Columbia’s manual or facsimile signature. The Mayor’s execution and delivery of the Bonds shall constitute conclusive evidence of the Mayor’s approval, on behalf of the District, of the final form and content of the Bonds. ENROLLED ORIGINAL
140	447
141	448
142	449
143	450
144	451
145		-	5
146		-	(d) The official seal of the District, or a facsimile of it, shall be impressed, printed, or
147		-	otherwise reproduced on the Bonds.
148		-	(e) The Bonds of any series may be issued in accordance with the terms of a trust
149		-	instrument to be entered into by the District and a trustee to be selected by the Borrower subject to the approval of the Mayor, and may be subject to the terms of one or more agreements entered
150		-	into by the Mayor pursuant to section 490(a)(4) of the Home Rule Act.
151		-	(f) The Bonds may be issued at any time or from time to time in one or more issues and
152		-	in one or more series.
153		-	Sec. 6. Sale of the Bonds. (a) The Bonds of any series may be sold at negotiated or competitive sale at, above, or
154		-	below par, to one or more persons or entities, and upon terms that the Mayor considers to be in the best interest of the District.
155		-	(b) The Mayor or an Authorized Delegate may execute, in connection with each sale of
156		-	the Bonds, offering documents on behalf of the District, may deem final any such offering document on behalf of the District for purposes of compliance with federal laws and regulations
157		-	governing such matters and may authorize the distribution of the documents in connection with the sale of the Bonds.
158		-	(c) The Mayor is authorized to deliver the executed and sealed Bonds, on behalf of the
159		-	District, for authentication, and, after the Bonds have been authenticated, to deliver the Bonds to the original purchasers of the Bonds upon payment of the purchase price.
160		-	(d) The Bonds shall not be issued until the Mayor receives an approving opinion from
161		-	Bond Counsel as to the validity of the Bonds of such series and, if the interest on the Bonds is expected to be exempt from federal income taxation, the treatment of the interest on the Bonds
162		-	for purposes of federal income taxation.
163		-	Sec. 7. Payment and security.
164		-	(a) The principal of, premium, if any, and interest on, the Bonds shall be payable solely
165		-	from proceeds received from the sale of the Bonds, income realized from the temporary investment of those proceeds, receipts and revenues realized by the District from the Loan, income realized from the temporary investment of those receipts and revenues prior to payment to the Bond owners, other moneys that, as provided in the Financing Documents, may be made available to the District for the payment of the Bonds, and other sources of payment (other than from the District), all as provided for in the Financing Documents.
166		-	(b) Payment of the Bonds shall be secured as provided in the Financing Documents and
167		-	by an assignment by the District for the benefit of the Bond owners of certain of its rights under the Financing Documents and Closing Documents, including a security interest in certain
168		-	collateral, if any, to the trustee for the Bonds pursuant to the Financing Documents.
169		-	(c) The trustee is authorized to deposit, invest, and disburse the proceeds received from
170		-	the sale of the Bonds pursuant to the Financing Documents.
171		-	Sec. 8. Financing and Closing Documents. ENROLLED ORIGINAL
172	452
173	453
174	454
175	455
176	456
177		-	6
178		-	(a) The Mayor is authorized to prescribe the final form and content of all Financing
179		-	Documents and all Closing Documents to which the District is a party that may be necessary or appropriate to issue, sell, and deliver the Bonds and to make the Loan to the Borrower. Each of the Financing Documents and each of the Closing Documents to which the District is not a party shall be approved, as to form and content, by the Mayor.
180		-	(b) The Mayor is authorized to execute, in the name of the District and on its behalf, the
181		-	Financing Documents and any Closing Documents to which the District is a party by the Mayor’s manual or facsimile signature.
182		-	(c) If required, the official seal of the District, or a facsimile of it, shall be impressed,
183		-	printed, or otherwise reproduced on the Financing Documents and the Closing Documents to which the District is a party.
184		-	(d) The Mayor’s execution and delivery of the Financing Documents and the Closing
185		-	Documents to which the District is a party shall constitute conclusive evidence of the Mayor’s approval, on behalf of the District, of the final form and content of the executed Financing Documents and the executed Closing Documents.
186		-	(e) The Mayor is authorized to deliver the executed and sealed Financing Documents and
187		-	Closing Documents, on behalf of the District, prior to or simultaneously with the issuance, sale, and delivery of the Bonds, and to ensure the due performance of the obligations of the District
188		-	contained in the executed, sealed, and delivered Financing Documents and Closing Documents.
189		-	Sec. 9. Authorized delegation of authority. To the extent permitted by District and federal laws, the Mayor may delegate to any
190		-	Authorized Delegate the performance of any function authorized to be performed by the Mayor under this resolution.
191		-	Sec. 10. Limited liability.
192		-	(a) The Bonds shall be special obligations of the District. The Bonds shall be without
193		-	recourse to the District. The Bonds shall not be general obligations of the District, shall not be a pledge of, or involve the faith and credit or the taxing power of, the District, shall not constitute a debt of the District, and shall not constitute lending of the public credit for private undertakings as prohibited in section 602(a)(2) of the Home Rule Act.
194		-	(b) The Bonds shall not give rise to any pecuniary liability of the District and the District
195		-	shall have no obligation with respect to the purchase of the Bonds.
196		-	(c) Nothing contained in the Bonds, in the Financing Documents, or in the Closing
197		-	Documents shall create an obligation on the part of the District to make payments with respect to the Bonds from sources other than those listed for that purpose in section 7.
198		-	(d) The District shall have no liability for the payment of any Issuance Costs or for any
199		-	transaction or event to be effected by the Financing Documents.
200		-	(e) All covenants, obligations, and agreements of the District contained in this resolution,
201		-	the Bonds, and the executed, sealed, and delivered Financing Documents and Closing Documents to which the District is a party, shall be considered to be the covenants, obligations, ENROLLED ORIGINAL
202	457
203	458
204	459
205	460
	461	+	SOURCES OF FUNDS
	462	+	Bond Proceeds $40,000,000
206	463
207		-	7
208		-	and agreements of the District to the fullest extent authorized by law, and each of those covenants, obligations, and agreements shall be binding upon the District, subject to the limitations set forth in this resolution.
209		-	(f) No person, including, but not limited to, the Borrower and any Bond owner, shall have
210		-	any claims against the District or any of its elected or appointed officials, officers, employees, or agents for monetary damages suffered as a result of the failure of the District or any of its elected or appointed officials, officers, employees, or agents to perform any covenant, undertaking, or
211		-	obligation under this resolution, the Bonds, the Financing Documents, or the Closing Documents, or as a result of the incorrectness of any representation in or omission from the Financing Documents or the Closing Documents, unless the District or its elected or appointed officials, officers, employees, or agents have acted in a willful and fraudulent manner.
212		-	Sec. 11. District officials.
213		-	(a) Except as otherwise provided in section 10(f), the elected or appointed officials,
214		-	officers, employees, or agents of the District shall not be liable personally for the payment of the Bonds or be subject to any personal liability by reason of the issuance, sale, or delivery of the
215		-	Bonds, or for any representations, warranties, covenants, obligations, or agreements of the District contained in this resolution, the Bonds, the Financing Documents, or the Closing Documents.
216		-	(b) The signature, countersignature, facsimile signature, or facsimile countersignature of
217		-	any official appearing on the Bonds, the Financing Documents, or the Closing Documents shall be valid and sufficient for all purposes notwithstanding the fact that the individual signatory
218		-	ceases to hold that office before delivery of the Bonds, the Financing Documents, or the Closing Documents.
219		-	Sec.12. Maintenance of documents. Copies of the specimen Bonds and of the final Financing Documents and Closing
220		-	Documents shall be filed in the Office of the Secretary of the District of Columbia.
221		-	Sec.13. Information reporting. Within 3 days after the Mayor’s receipt of the transcript of proceedings relating to the
222		-	issuance of the Bonds, the Mayor shall transmit a copy of the transcript to the Secretary to the Council.
223		-	Sec. 14. Disclaimer.
224		-	(a) The issuance of Bonds is in the discretion of the District. Nothing contained in this
225		-	resolution, the Bonds, the Financing Documents, or the Closing Documents shall be construed as obligating the District to issue any Bonds for the benefit of the Borrower or to participate in or
226		-	assist the Borrower in any way with financing, refinancing, or reimbursing the costs of the Project. The Borrower shall have no claims for damages or for any other legal or equitable relief against the District, its elected or appointed officials, officers, employees, or agents as a
227		-	consequence of any failure to issue any Bonds for the benefit of the Borrower. ENROLLED ORIGINAL
	464	+	Total Sources of Funds $40,000,000
228	465
	466	+	USE OF FUNDS
	467	+	Refinance/Refunding $5,157,650
	468	+	Building Renovation $28,828,915
	469	+	Architectural/Engineering $3,079,767
	470	+	Machinery and Equipment $450,000
	471	+	Program Fee $100,000
	472	+	Counsel fees (Borrower’s and Bond’s) $190,000
	473	+	Other Counsel Fees $105,000
	474	+	Trustee’s Fee $15,000
	475	+	Underwriter Placement fee $188,500
	476	+	Additional Issuance cost $95,168
	477	+	Net Capitalized Interest $1,270,000
	478	+	Contingency $520,000
229	479
	480	+	Total Uses of Funds $40,000,000 GOVERNMENT OFTHEDISTRICTOFCOLUMBIA.
	481	+	OfficeoftheAttorneyGeneral
	482	+	xk
	483	+	Commercial ci!
	484	+	‘TaxandFinanceSection LorineSl)
230	485
	486	+	MEMORANDUM
	487	+	TO: WilliamLiggins,Director
	488	+	D.C.RevenueBond-EnterpriseZoneProgram
	489	+	OfficeoftheDeputyMayorforPlanning
	490	+	andEconomicDevelopment
	491	+	FROM:AndreaR.Littlejohn’?
	492	+	SeniorAssistantAttorneyGeneral
	493	+	DATE: September18,2024
	494	+	SUBJECT:LegalSufficiencyReview:SojournerTruthPublicCharterSchoolRevenue
	495	+	BondsProjectApprovalResolutionof2024
231	496
	497	+	Thisrespondstoarequestfromyourofficetoreviewforlegalsufficiencytheattacheddraftofthe
	498	+	above-referencedproposedresolution.Forpurposesofthisreview,thisOfficepremisesits
	499	+	conclusionontheassumptionthatyourofficehasdeterminedthattheBorrowerasdefinedinthe
	500	+	aforementionedresolutionisa“qualifiedapplicant”withinthemeaningofSection490ofthe
	501	+	DistrictofColumbiaHomeRuleAct.
	502	+	Areviewoftheattacheddraftoftheabove-referencedproposedresolutionindicatesthatthedraft
	503	+	proposedresolutionconformswiththeModelRevenueBondResolutionjointlydraftedand
	504	+	determinedtobelegallysufficientbytheGeneralCounseloftheCouncil,theOfficeoftheAttorney
	505	+	General,andtheDistrict'sbondcounsel.Accordingly,wefindtheattacheddraftoftheabove-
	506	+	referencedproposedresolutionlegallysufficient.
	507	+	Pleasecontactmeat724-7761ifyouhavefurtherquestionsorconcerns.
	508	+	Attachment:TheSojournerTruthPublicCharterSchoolRevenueBondsProjectApproval
	509	+	Resolutionof2024
	510	+	ARL/arl
232	511
233		-	8
234		-	(b) The District reserves the right to issue the Bonds in the order or priority it determines
235		-	in its sole and absolute discretion. The District gives no assurance and makes no representations that any portion of any limited amount of bonds or other obligations, the interest on which is
236		-	excludable from gross income for federal income tax purposes, will be reserved or will be available at the time of the proposed issuance of the Bonds.
237		-	(c) The District, by adopting this resolution or by taking any other action in connection
238		-	with financing, refinancing, or reimbursing costs of the Project, does not provide any assurance that the Project is viable or sound, that the Borrower is financially sound, or that amounts owing on the Bonds or pursuant to the Loan will be paid. Neither the Borrower, any purchaser of the Bonds, nor any other person shall rely upon the District with respect to these matters.
239		-	Sec. 15. Expiration.
240		-	If any Bonds are not issued, sold, and delivered to the original purchaser within 3 years of
241		-	the date of this resolution, the authorization provided in this resolution with respect to the issuance, sale, and delivery of the Bonds shall expire.
242		-	Sec. 16. Severability. If any particular provision of this resolution or the application thereof to any person or
243		-	circumstance is held invalid, the remainder of this resolution and the application of such provision to other persons or circumstances shall not be affected thereby. If any action or
244		-	inaction contemplated under this resolution is determined to be contrary to the requirements of applicable law, such action or inaction shall not be necessary for the purpose of issuing the Bonds, and the validity of the Bonds shall not be adversely affected.
245		-	Sec. 17. Compliance with public approval requirement.
246		-	This approval shall constitute the approval of the Council as required in section 147(f) of
247		-	the Internal Revenue Code of 1986, as amended (“Code”) , and section 490(k) of the Home Rule
248		-	Act, for the Project to be financed, refinanced, or reimbursed with the proceeds of the Bonds. This resolution approving the issuance of the Bonds for the Project has been adopted by the Council after a public hearing held in accordance with section 147(f) of the Code, as such section may be amended, and the corresponding regulations promulgated by the United States Department of the Treasury.
249		-	Sec. 18. Transmittal. The Council shall transmit a copy of this resolution, upon its adoption, to the Mayor.
250		-	ENROLLED ORIGINAL
251		-
252		-
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257		-	Sec. 19. Fiscal impact statement.
258		-	The Council adopts the fiscal impact statement in the committee report as the fiscal
259		-	impact statement required by section 4a of the General Legislative Procedures Act of 1975, approved October 16, 2006 (120 Stat. 2038; D.C. Official Code § 1- 301.47a).
260		-	Sec. 20. Effective date.
261		-	This resolution shall take effect immediately.
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