ENROLLED ORIGINAL
A RESOLUTION
25-321
IN THE COUNCIL OF THE DISTRICT OF COLUMBIA
November 7, 2023
To authorize and provide for the issuance, sale, and delivery in an aggregate principal amount not
to exceed $32 million of District of Columbia revenue bonds in one or more series pursuant
to a plan of finance and to authorize and provide for the loan of the proceeds of such bonds
to assist Launchpad Development Three DC, LLC, in the financing, refinancing, or
reimbursing of costs associated with an authorized project pursuant to section 490 of the
District of Columbia Home Rule Act.
RESOLVED, BY THE COUNCIL OF THE DISTRICT OF COLUMBIA, That this
resolution may be cited as the “Launchpad Development Three DC, LLC Revenue Bonds Project
Approval Resolution of 2023”.
Sec. 2. Definitions.
For the purposes of this resolution, the term:
(1) “Authorized Delegate” means the Mayor or the Deputy Mayor for Planning
and Economic Development, or any officer or employee of the Executive Office of the Mayor to
whom the Mayor has delegated or to whom the foregoing individuals have subdelegated any of
the Mayor’s functions under this resolution pursuant to section 422(6) of the Home Rule Act.
(2) “Bond Counsel” means a firm or firms of attorneys designated as bond
counsel from time to time by the Mayor.
(3) “Bonds” means the District of Columbia revenue bonds, notes, or other
obligations (including refunding bonds, notes, and other obligations), in one or more series,
authorized to be issued pursuant to this resolution.
(4) “Borrower” means the owner, operator, manager, and user of the assets
financed, refinanced, or reimbursed with proceeds from the Bonds, which shall be Launchpad
Development Three DC, LLC, a single member limited liability company and a disregarded
entity of Launchpad Development Company, an organization exempt from federal income taxes
under 26 U.S.C § 501(a) as an organization described in 26 U.S.C. § 501(c)(3).
(5) “Closing Documents” means all documents and agreements, other than
Financing Documents, that may be necessary and appropriate to issue, sell, and deliver the
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Bonds and to make the Loan contemplated thereby, and includes agreements, certificates, letters,
opinions, forms, receipts, and other similar instruments.
(6) “District” means the District of Columbia.
(7) “Financing Documents” means the documents, other than Closing
Documents, that relate to the financing or refinancing of transactions to be effected through the
issuance, sale, and delivery of the Bonds and the making of the Loan, including any offering
document, and any required supplements to any such documents.
(8) “Home Rule Act” means the District of Columbia Home Rule Act, approved
December 24, 1973 (87 Stat. 774; D.C. Official Code § 1-201.01 et seq.).
(9) “Issuance Costs” means all fees, costs, charges, and expenses paid or incurred
in connection with the authorization, preparation, printing, issuance, sale, and delivery of the
Bonds and the making of the Loan, including, but not limited to, underwriting, legal, accounting,
rating agency, and all other fees, costs, charges, and expenses incurred in connection with the
development and implementation of the Financing Documents, the Closing Documents, and
those other documents necessary or appropriate in connection with the authorization,
preparation, printing, issuance, sale, marketing, and delivery of the Bonds and the making of the
Loan contemplated thereby, together with financing fees, costs, and expenses, including program
fees and administrative fees charged by the District, fees paid to financial institutions and
insurance companies, initial letter of credit fees (if any), compensation to financial advisors and
other persons (other than full-time employees of the District) and entities performing services on
behalf of or as agents for the District.
(10) “Loan” means the District’s lending of proceeds from the sale, in one or
more series, of the Bonds to the Borrower.
(11) “Project” means the financing, refinancing, or reimbursing of all or a portion
of the Borrower’s costs of:
(A) Financing the acquisition of the leasehold interest in the real property
(including all improvements), and the improvement, equipping, furnishing, and development of an
educational facility located at 5450 3rd Street, NE, Washington, DC, and certain parking facilities
and other personal property, related thereto (together, “Facility”), which will be owned and/or
operated by the Borrower;
(B) Funding certain working capital costs or capitalized interest, to the extent
financeable;
(C) Funding any credit enhancement costs, liquidity costs or debt service reserve
fund relating to the Bonds; and
(D) Paying Issuance Costs and other related costs to the extent permissible.
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Sec. 3. Findings.
The Council finds that:
(1) Section 490 of the Home Rule Act provides that the Council may, by
resolution, authorize the issuance of District revenue bonds, notes, or other obligations
(including refunding bonds, notes, or other obligations) to borrow money to finance, refinance,
or reimburse costs, and to assist in the financing, refinancing, or reimbursing of, the costs of
undertakings in certain areas designated in section 490 and may effect the financing, refinancing,
or reimbursement by loans made directly or indirectly to any individual or legal entity, by the
purchase of any mortgage, note, or other security, or by the purchase, lease, or sale of any
property.
(2) The Borrower has requested the District to issue, sell, and deliver revenue
bonds, in one or more series, in an aggregate principal amount not to exceed $32 million, and to
make the Loan for the purpose of financing, refinancing, or reimbursing costs of the Project.
(3) The Project is located in the District and will contribute to the health,
education, safety, or welfare of, or the creation or preservation of jobs for, residents of the
District, or to economic development of the District.
(4) The Project is an undertaking in the area of elementary, secondary and
college and university facilities within the meaning of section 490 of the Home Rule Act.
(5) The authorization, issuance, sale, and delivery of the Bonds and the Loan to
the Borrower are desirable, are in the public interest, will promote the purpose and intent of
section 490 of the Home Rule Act, and will assist the Project.
Sec. 4. Bond authorization.
(a) The Mayor is authorized pursuant to the Home Rule Act and this resolution to assist
in financing, refinancing, or reimbursing the costs of the Project by:
(1) The issuance, sale, and delivery of the Bonds, in one or more series, in an
aggregate principal amount not to exceed $32 million; and
(2) The making of the Loan.
(b) The Mayor is authorized to make the Loan to the Borrower for the purpose of
financing, refinancing, or reimbursing the costs of the Project and establishing any fund with
respect to the Bonds as required by the Financing Documents.
(c) The Mayor may charge a program fee to the Borrower, including, but not limited to,
an amount sufficient to cover costs and expenses incurred by the District in connection with the
issuance, sale, and delivery of each series of the Bonds, the District’s participation in the
monitoring of the use of the Bond proceeds and compliance with any public benefit agreements
with the District, and maintaining official records of each bond transaction, and assisting in the
redemption, repurchase, and remarketing of the Bonds.
(d) The Bond authorization set forth in this resolution includes the authorization to issue
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refunding Bonds to refinance any Bonds previously issued under this resolution to finance the
Project; provided that the maximum principal amount of Bonds outstanding at any time does not
exceed the maximum principal amount of Bonds authorized hereunder.
Sec. 5. Bond details.
(a) The Mayor and each Authorized Delegate is authorized to take any action reasonably
necessary or appropriate in accordance with this resolution in connection with the preparation,
execution, issuance, sale, delivery, security for, and payment of the Bonds of each series,
including, but not limited to, determinations of:
(1) The final form, content, designation, and terms of the Bonds, including a
determination that the Bonds may be issued in certificated or book-entry form;
(2) The principal amount of the Bonds to be issued and denominations of the
Bonds;
(3) The rate or rates of interest or the method for determining the rate or rates of
interest on the Bonds;
(4) The date or dates of issuance, sale, and delivery of, and the payment of
interest on, the Bonds, and the maturity date or dates of the Bonds;
(5) The terms under which the Bonds may be paid, optionally or mandatorily
redeemed, accelerated, tendered, called, or put for redemption, repurchase, or remarketing before
their respective stated maturities;
(6) Provisions for the registration, transfer, and exchange of the Bonds and the
replacement of mutilated, lost, stolen, or destroyed Bonds;
(7) The creation of any reserve fund, sinking fund, or other fund with respect to
the Bonds;
(8) The time and place of payment of the Bonds;
(9) Procedures for monitoring the use of the proceeds received from the sale of
the Bonds to ensure that the proceeds are properly applied to the Project and used to accomplish
the purposes of the Home Rule Act and this resolution;
(10) Actions necessary to qualify the Bonds under blue sky laws of any
jurisdiction where the Bonds are marketed; and
(11) The terms and types of credit enhancement under which the Bonds may be
secured.
(b) The Bonds shall contain a legend, which shall provide that the Bonds are special
obligations of the District, are without recourse to the District, are not a pledge of, and do not
involve the faith and credit or the taxing power of the District, do not constitute a debt of the
District, and do not constitute lending of the public credit for private undertakings as prohibited
in section 602(a)(2) of the Home Rule Act.
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(c) The Bonds shall be executed in the name of the District and on its behalf by the
manual or facsimile signature of the Mayor, and attested by the Secretary of the District of
Columbia by the Secretary of the District of Columbia’s manual or facsimile signature. The
Mayor’s execution and delivery of the Bonds shall constitute conclusive evidence of the Mayor’s
approval, on behalf of the District, of the final form and content of the Bonds.
(d) The official seal of the District, or a facsimile of it, shall be impressed, printed, or
otherwise reproduced on the Bonds.
(e) The Bonds of any series may be issued in accordance with the terms of a trust
instrument to be entered into by the District and a trustee to be selected by the Borrower subject
to the approval of the Mayor, and may be subject to the terms of one or more agreements entered
into by the Mayor pursuant to section 490(a)(4) of the Home Rule Act.
(f) The Bonds may be issued at any time or from time to time in one or more issues and
in one or more series.
Sec. 6. Sale of the Bonds.
(a) The Bonds of any series may be sold at negotiated or competitive sale at, above, or
below par, to one or more persons or entities, and upon terms that the Mayor considers to be in
the best interest of the District.
(b) The Mayor or an Authorized Delegate may execute, in connection with each sale of
the Bonds, offering documents on behalf of the District, may deem final any such offering
document on behalf of the District for purposes of compliance with federal laws and regulations
governing such matters and may authorize the distribution of the documents in connection with
the sale of the Bonds.
(c) The Mayor is authorized to deliver the executed and sealed Bonds, on behalf of the
District, for authentication, and, after the Bonds have been authenticated, to deliver the Bonds to
the original purchasers of the Bonds upon payment of the purchase price.
(d) The Bonds shall not be issued until the Mayor receives an approving opinion from
Bond Counsel as to the validity of the Bonds of such series and, if the interest on the Bonds is
expected to be exempt from federal income taxation, the treatment of the interest on the Bonds
for purposes of federal income taxation.
Sec. 7. Payment and security.
(a) The principal of, premium, if any, and interest on, the Bonds shall be payable solely
from proceeds received from the sale of the Bonds, income realized from the temporary
investment of those proceeds, receipts and revenues realized by the District from the Loan,
income realized from the temporary investment of those receipts and revenues prior to payment
to the Bond owners, other moneys that, as provided in the Financing Documents, may be made
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available to the District for the payment of the Bonds, and other sources of payment (other than
from the District), all as provided for in the Financing Documents.
(b) Payment of the Bonds shall be secured as provided in the Financing Documents and
by an assignment by the District for the benefit of the Bond owners of certain of its rights under
the Financing Documents and Closing Documents, including a security interest in certain
collateral, if any, to the trustee for the Bonds pursuant to the Financing Documents.
(c) The trustee is authorized to deposit, invest, and disburse the proceeds received from
the sale of the Bonds pursuant to the Financing Documents.
Sec. 8. Financing and Closing Documents.
(a) The Mayor is authorized to prescribe the final form and content of all Financing
Documents and all Closing Documents to which the District is a party that may be necessary or
appropriate to issue, sell, and deliver the Bonds and to make the Loan to the Borrower. Each of
the Financing Documents and each of the Closing Documents to which the District is not a party
shall be approved, as to form and content, by the Mayor.
(b) The Mayor is authorized to execute, in the name of the District and on its behalf, the
Financing Documents and any Closing Documents to which the District is a party by the
Mayor’s manual or facsimile signature.
(c) If required, the official seal of the District, or a facsimile of it, shall be impressed,
printed, or otherwise reproduced on the Financing Documents and the Closing Documents to
which the District is a party.
(d) The Mayor’s execution and delivery of the Financing Documents and the Closing
Documents to which the District is a party shall constitute conclusive evidence of the Mayor’s
approval, on behalf of the District, of the final form and content of the executed Financing
Documents and the executed Closing Documents.
(e) The Mayor is authorized to deliver the executed and sealed Financing Documents and
Closing Documents, on behalf of the District, prior to or simultaneously with the issuance, sale,
and delivery of the Bonds, and to ensure the due performance of the obligations of the District
contained in the executed, sealed, and delivered Financing Documents and Closing Documents.
Sec. 9. Authorized delegation of authority.
To the extent permitted by District and federal laws, the Mayor may delegate to any
Authorized Delegate the performance of any function authorized to be performed by the Mayor
under this resolution.
Sec. 10. Limited liability.
(a) The Bonds shall be special obligations of the District. The Bonds shall be without
recourse to the District. The Bonds shall not be general obligations of the District, shall not be a
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pledge of, or involve the faith and credit or the taxing power of, the District, shall not constitute a
debt of the District, and shall not constitute lending of the public credit for private undertakings
as prohibited in section 602(a)(2) of the Home Rule Act.
(b) The Bonds shall not give rise to any pecuniary liability of the District and the District
shall have no obligation with respect to the purchase of the Bonds.
(c) Nothing contained in the Bonds, in the Financing Documents, or in the Closing
Documents shall create an obligation on the part of the District to make payments with respect to
the Bonds from sources other than those listed for that purpose in section 7.
(d) The District shall have no liability for the payment of any Issuance Costs or for any
transaction or event to be effected by the Financing Documents.
(e) All covenants, obligations, and agreements of the District contained in this resolution,
the Bonds, and the executed, sealed, and delivered Financing Documents and Closing
Documents to which the District is a party, shall be considered to be the covenants, obligations,
and agreements of the District to the fullest extent authorized by law, and each of those
covenants, obligations, and agreements shall be binding upon the District, subject to the
limitations set forth in this resolution.
(f) No person, including, but not limited to, the Borrower and any Bond owner, shall have
any claims against the District or any of its elected or appointed officials, officers, employees, or
agents for monetary damages suffered as a result of the failure of the District or any of its elected
or appointed officials, officers, employees or agents to perform any covenant, undertaking, or
obligation under this resolution, the Bonds, the Financing Documents, or the Closing
Documents, or as a result of the incorrectness of any representation in or omission from the
Financing Documents or the Closing Documents, unless the District or its elected or appointed
officials, officers, employees, or agents have acted in a willful and fraudulent manner.
Sec. 11. District officials.
(a) Except as otherwise provided in section 10(f), the elected or appointed officials,
officers, employees, or agents of the District shall not be liable personally for the payment of the
Bonds or be subject to any personal liability by reason of the issuance, sale or delivery of the
Bonds, or for any representations, warranties, covenants, obligations, or agreements of the
District contained in this resolution, the Bonds, the Financing Documents, or the Closing
Documents.