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AN ACT
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IN THE COUNCIL OF THE DISTRICT OF COLUMBIA
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To authorize, on an emergency basis, the issuance of tax increment financing bonds to support
the development project on a portion of the land known as Reunion Square, located to the
east of Martin Luther King Jr. Avenue S.E., to the north of Chicago Street S.E., to the
west of Railroad Avenue S.E., and to the south of W Street S.E.
BE IT ENACTED BY THE COUNCIL OF THE DISTRICT OF COLUMBIA, That this
act may be cited as the Reunion Square Tax Increment Financing Second Emergency Act of
2020.
Sec. 2. Definitions.
For the purposes of this act, the term:
(1) Authorized Delegate means the Deputy Mayor for Planning and Economic
Development, the Chief Financial Officer, the Treasurer, or any officer or employee of the
executive office of the Mayor to whom the Mayor has delegated any of the Mayors functions
under this act pursuant to section 422(6) of the Home Rule Act.
(2) Available Increment shall have the same meaning as set forth in the Reserve
Agreement.
(3) Available Real Property Tax Revenues means the revenues resulting from
the imposition of the tax provided for in Chapter 8 of Title 47 of the District of Columbia
Official Code, inclusive of any penalties and interest charges, exclusive of the special tax
provided for in section 481 of the Home Rule Act pledged to payment of general obligation
indebtedness of the District.
(4) Available Sales Tax Revenues means the revenues resulting from the
imposition of the tax under Chapter 20 of Title 47 of the District of Columbia Official Code,
including penalty and interest charges, exclusive of the portion thereof required to be deposited
in the Washington Convention Center Fund established pursuant to section 208 of the
Washington Convention Center Authority Act of 1994, effective September 28, 1994 (D.C. Law
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10-188; D.C. Official Code 10-1202.08), and any amounts to be made available to the
Washington Metropolitan Transit Authority pursuant to section 7101 of the Revised Revenue
Contingency List Act of 2017, effective December 13, 2017 (D.C. Law 22-33; 64 DCR 7652),
and section 2 of the Stable and Reliable Source of WMATA Revenues act of 1982, effective
April 30, 1982 (D.C. Law 4-103; D.C. Official Code 9-1111.15(b)(2)(A)).
(5) Available Tax Increment means, with respect to any series of bonds, the
sum of the Available Sales Tax Revenues and Available Real Property Tax Revenues generated
in the Reunion Square TIF Area in any fiscal year of the District minus the sum of Available
Sales Tax Revenues and Available Real Property Tax Revenues generated in the Reunion Square
TIF Area in the base year.
(6) Bond Counsel means a firm or firms of attorneys designated as bond
counsel from time to time by the Mayor.
(7) Bonds means the District of Columbia Class A Bonds, Class B Bonds, and
any other revenue bonds, notes, or other obligations, in one or more series, authorized to be
issued pursuant to this act. Unless otherwise specified, the term Bonds shall include Refunding
Bonds.
(8) Chairman means the Chairman of the Council of the District of Columbia.
(9) Chief Financial Officer means the Chief Financial Officer of the District of
Columbia established by section 424(a) of the Home Rule Act.
(10) 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 includes agreements, certificates, letters, opinions, forms, receipts, and other similar
instruments.
(11) Council means the Council of the District of Columbia.
(12) Debt Service means principal, premium, if any, and interest on the bonds.
(13) Development Costs has the same meaning as in section 2(13) of the Tax
Increment Financing Authorization Act of 1998, effective September 11, 1998 (D.C. Law 12-
143; D.C. Official Code 2-1217.01(13)), and may include any costs for District tenant
improvements in the Project.
(14) Development Sponsor means Four Points LLC, Curtis Investment Group,
and Blue Sky Housing LLC, or any other entity that undertakes the development of the Project
with the approval of the Mayor.
(15) District means the District of Columbia.
(16) Financing Documents means the documents, other than Closing
Documents, that relate to the financing or refinancing of transactions to be affected through the
issuance, sale, and delivery of the bonds, including any offering document, and any required
supplements to any such documents.
(17) 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.).
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(18) Project means the financing, refinancing, or reimbursing of Development
Costs incurred within the Reunion Square TIF Area.
(19) Refunding Bonds means the District of Columbia bonds, notes, or other
obligations, in one or more series, authorized to be issued pursuant to this act to refund the
Bonds.
(20) Reserve Agreement means that certain Reserve Agreement, dated as of
April 1, 2002, by and among the District, Wells Fargo Bank Minnesota, N.A., and Financial
Security Assurance, Inc.
(21) TIF means tax increment financing.
Sec. 3. Creation of the Reunion Square TIF Fund.
(a) There is established as a nonlapsing fund the Reunion Square TIF Fund. The Chief
Financial Officer shall deposit into the Reunion Square TIF Fund the Available Tax Increment
and any other taxes or fees specifically designated by law for deposit in the Reunion Square TIF
Fund.
(b) The Mayor may pledge and create a security interest in the funds in the Reunion
Square TIF Fund, or any sub-account within the Reunion Square TIF Fund, for the payment of
debt service on the bonds without further action by the Council as permitted by section 490(f) of
the Home Rule Act. The payment of debt service shall be made in accordance with the
provisions of the Financing Documents entered into by the District in connection with the
issuance of the bonds.
(c) If, at the end of any fiscal year of the District, the balance of cash and investments in
the Reunion Square TIF Fund exceeds the amount of debt service (including prepayment of
principal and interest), reserves on any bonds, and any approved bond-related administrative
expenses during the upcoming fiscal year, 50% of the excess shall be used to prepay the
principal of the bonds and the remaining 50% of the excess shall be transferred to the
unrestricted balance of the General Fund of the District of Columbia.
Sec. 4. Creation of the Reunion Square TIF Area.
(a) There is created a TIF area designated as the Reunion Square TIF Area. The Reunion
Square TIF Area is defined as: Lots 827, 829, 984, 1017, and 1020 in Square 5772; Lot 1018 in
Square 5783; and Lots 899, 900, and 1101 in Square 5784.
(b) As provided under section 3, the Available Tax Increment from the Reunion Square
TIF Area shall be deposited in the Reunion Square TIF Fund and may be used for the purposes
set forth in section 3.
(c)(1) The base year for determination of Available Sales Tax Revenues from locations
within the Reunion Square TIF Area shall be the tax year preceding the year in which this act
becomes effective.
(2) The base amount for determination of Available Real Property Tax Revenues
shall be:
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(A) $121,881 in base year 2020;
(B) $121,881 in base year 2021;
(C) $121,881 in base year 2022;
(D) $129,193 in base year 2023;
(E) $136,945 in base year 2024; and
(F) $141,738 in base year 2025 and each base year thereafter.
(d) The Reunion Square Street TIF Area shall terminate on the earlier of:
(1) Twenty-five years after the issuance of the last Bonds issued pursuant to this
act;
(2) The date on which the Bonds are paid in full or are defeased and are no longer
outstanding; or
(3) September 30, 2025 if no Bonds are issued.
Sec. 5. Class A Bond authorization.
(a) The Council approves and authorizes the issuance of one or more series of Class A
Bonds in an aggregate principal amount not to exceed $16.9 million to fund the Project. The
Class A Bonds, which may be issued from time to time, in one or more series, shall be tax-
exempt or taxable as the Mayor shall determine and shall be payable and secured as provided in
section 7(a).
(b) The Mayor may pay from the proceeds of the Class A Bonds the financing costs and
expenses of issuing and delivering the Class A Bonds, including, but not limited to,
underwriting, legal, accounting, financial advisory, credit enhancement, marketing, sale, and
printing costs and expenses.
Sec. 6. Class B Bond authorization.
(a) The Council approves and authorizes the issuance of one or more series of Class B
Bonds in an aggregate principal amount not to exceed $45.8 million, less the issued gross Class
A Bond amount, to reimburse Development Costs of the Project and financing costs incurred by
the District and to fund capitalized interest and required reserves. The Class B Bonds, which may
be issued from time to time, in one or more series, shall be tax-exempt or taxable as the Mayor
shall determine and shall be payable and secured as provided in section 7(b).
(b) The Mayor may pay from the proceeds of the Class B Bonds the financing costs and
expenses of issuing and delivering the Class B Bonds, including, but not limited to, underwriting,
legal, accounting, financial advisory, credit enhancement, marketing, sale, and printing costs and
expenses.
(c) The Class B Bonds also may be issued as a TIF note to the Development Sponsor and
may be held and used as security for debt incurred or to be incurred by the Development
Sponsor, an agent of the Development Sponsor, or another party selected by the Development
sponsor and approved by the District.
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Sec. 7. Payment and security.
(a) For the Class A Bonds:
(1) Except as may be otherwise provided in this act, the principal of, premium, if
any, and interest on, the Class A Bonds, and the payment of ongoing administrative expenses
related to the bond financing shall be payable solely from proceeds received from the sale of the
bonds, income realized from the temporary investment of those proceeds, Available Tax
Increment and any other taxes or fees deposited in the Reunion Square TIF Fund, income
realized from the temporary investment of the monies in the Reunion Square TIF Fund prior to
payment to the Class A Bondholders, and other funds that, as provided in the Financing
Documents, may be made available to the District for payment of the bonds from sources other
than the District, all as provided for in the Financing Documents.
(2) There is further allocated to the payment of debt service, on the Class A Bonds
the Available Increment, subordinate to the allocation of Available Increment to the Budgeted
Reserve, as defined in the Reserve Agreement, all as more fully described in the Reserve
Agreement and to the extent that the Reserve Agreement continues to apply to the Available
Increment, to be used for the payment of debt service on the Class A Bonds to the extent that the
revenues allocated in paragraph (1) of this subsection are inadequate to pay debt service on the
Class A Bonds. The allocation of Available Increment authorized by this subsection shall be
made in compliance with all existing contractual obligations of the District with respect to the
Available Increment and shall terminate on the date on which all of the Class A Bonds are paid
or provided for and are no longer outstanding pursuant to their terms.
(3) Payment of the Class A Bonds shall be secured as provided in the Financing
Documents and by an assignment by the District for the benefit of the Class A Bondholders of
certain of its rights under the Financing Documents and Closing Documents to the trustee for the
Class A Bonds pursuant to the Financing Documents.
(4) The trustee or paying agent is authorized to deposit, invest, and disburse the
proceeds received from the sale of the Class A Bonds pursuant to the Financing Documents.
(b) For the Class B Bonds:
(1) Except as may be otherwise provided in this act, the principal of, premium, if any, and
interest on, the Class B Bonds, and the payment of ongoing administrative expenses related to
the Class B Bond financing shall be payable solely from proceeds received from the sale of the
subordinate Class B Bonds and income realized from the temporary investment of those
proceeds, the Available Tax Increment, and any other taxes or fees deposited in the Reunion
Square TIF Fund, income realized from the temporary investment of the monies in the Reunion
Square TIF Fund prior to payment to the Class B Bondholders, and other funds that, as provided
in the Financing Documents, may be made available to the District for payment of the
subordinate Class B Bonds from sources other than the District, all as provided for in the
Financing Documents.
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(2) Payment of debt service on the Class B Bonds from monies deposited in the
Reunion Square TIF Fund or income realized from the temporary investment of those monies
shall be subordinate to:
(A) The payment of debt service on the Class A Bonds from monies
deposited in the Reunion Square TIF Fund or income realized from the temporary investment of
those monies; and
(B) Any reasonable reserves required by the District.
(3) Payment of the Class B Bonds shall be secured as provided in the Financing
Documents and by an assignment by the District for the benefit of the Class B Bondholders of
certain of its rights under the Financing Documents and Closing Documents to the trustee for the
Class B Bonds pursuant to the Financing Documents.
(4) The trustee or paying agent is authorized to deposit, invest, and disburse the
proceeds received from the sale of the Class B Bonds pursuant to the Financing Documents.
Sec. 8. Bond details.
(a) The Mayor is authorized to take any action reasonably necessary or appropriate in
accordance with this act in connection with the preparation, execution, issuance, sale, delivery,
security for, and payment of the bonds of each class and 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 and used to accomplish the purposes
of the Home Rule Act and this act;
(10) Actions necessary to qualify the bonds under blue sky laws of any
jurisdiction where the bonds are marketed; and
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(11) The terms and types of any 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 (other than the Available Tax
Increment, the Available Increment, and any other taxes and fees deposited in the Reunion
Square TIF Fund), 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 Secretarys manual or facsimile signature.
(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 or paying agent to be selected by 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.
(g) The bonds are declared to be issued for essential public and governmental purposes.
The bonds, the interest thereon, and the income therefrom, and all funds pledged or available to
pay or secure the payment of the bonds, shall at all times be exempt from taxation by the District,
except for estate, inheritance, and gift taxes.
(h) The District pledges, covenants, and agrees with the holders of the bonds that, subject
to the provisions of the Financing Documents, the District will not limit or alter the revenues
pledged to secure the bonds or the basis on which such revenues are collected or allocated, will
not impair the contractual obligations of the District to fulfill the terms of any agreement made
with the holders of the bonds, will not in any way impair the rights or remedies of the holders of
the bonds, and will not modify, in any way, the exemptions from taxation provided for in this
act, until the bonds, together with interest thereon, and all costs and expen