ENROLLED ORIGINAL
A RESOLUTION
23-422
IN THE COUNCIL OF THE DISTRICT OF COLUMBIA
May 19, 2020
To authorize and provide, on an emergency basis, for the issuance, sale, and delivery in an
aggregate principal amount not to exceed $7.5 million of District of Columbia revenue
bonds in one or more series, and to authorize and provide for the loan of the proceeds of
such bonds to assist Meridian Public Charter School 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 "Meridian Public Charter School Revenue Bonds Project Emergency
Approval Resolution of 2020".
Sec. 2. Definitions.
For the purpose 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
Mayors 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 Meridian Public
Charter School, a corporation organized under the laws of the District of Columbia, and 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) Chairman means the Chairman of the Council of the District of Columbia.
(6) Closing Documents means all documents and agreements other than
Financing Documents that may be necessary and appropriate to issue, sell, and deliver the Bonds
and to make the Loan contemplated thereby, and includes agreements, certificates, letters, opinions,
forms, receipts, and other similar instruments.
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(7) "District" means the District of Columbia.
(8) 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.
(9) 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.).
(10) 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.
(11) Loan means the Districts lending of proceeds from the sale, in one or more
series, of the Bonds to the Borrower.
(12) Project means the financing, refinancing, or reimbursing of all or a portion of
the Borrower's costs of:
(A) Refinancing of certain existing indebtedness, the proceeds of which
were used to finance or refinance the costs of the acquisition of a leasehold interest in an
approximately 42,000 square foot facility used primarily as a public charter school campus
located at 770 Kenyon Street, N.W., Washington, D.C., 20010 (Facility);
(B) The purchase of certain equipment and furnishings for the Facility,
together with other property, real and personal, functionally related and subordinate thereto;
(C) Paying capitalized interest and working capital, if deemed necessary in
connection with the sale of the Bonds; and
(D) Paying allowable Issuance Costs.
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 and to assist
in the financing, refinancing, or reimbursing of undertakings in certain areas designated in section
490 and may effect the financing, refinancing, or reimbursement by loans made directly or
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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 $7.5 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 $7.5 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 Districts 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.
Sec. 5. Bond details.
(a) The Mayor 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;
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(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.
(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 Columbias manual or facsimile signature. The Mayors execution and
delivery of the Bonds shall constitute conclusive evidence of the Mayors 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.
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(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 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 that may be necessary or appropriate to issue, sell, and
deliver the Bonds and to make the Loan to the Borrower.
(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 Mayors
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 Mayors execution and delivery of the Financing Documents and the Closing
Documents to which the District is a party shall constitute conclusive evidence of the Mayors
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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
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.
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Sec. 11. District officials.
(a) Except as otherwise provided in section 10(f), the elected or appointed officials, officers,
employees, or agents of the District shall not be liable personally for the payment of the Bonds or be
subject to any personal liability by reason of the issuance, sale, or delivery of the Bonds, or for any
representations, warranties, covenants, obligations, or agreements of the District contained in this
resolution, the Bonds, the Financing Documents, or the Closing Documents.
(b) The signature, countersignature, facsimile signature, or facsimile countersignature of
any official appearing on the Bonds, the Financing Documents, or the Closing Documents shall
be valid and sufficient for all purposes notwithstanding the fact that the individual signatory
ceases to hold that office before delivery of the Bonds, the Financing Documents, or the Closing
Documents.
Sec.12. Maintenance of documents.
Copies of the specimen Bonds and of the final Financing Documents and Closin