D.C. Law 21-262. Bryant Street Tax Increment Financing Act of 2016.
AN ACT
To authorize the issuance of tax increment financing Bonds to support certain infrastructure and site costs for a portion of the land located within the Bryant Street Tax Increment Financing Area and adjoining parcels.
BE IT ENACTED BY THE COUNCIL OF THE DISTRICT OF COLUMBIA, That this act may be cited as the "Bryant Street Tax Increment Financing Act of 2016".
Sec. 2. Definitions.
For the purposes of
(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 Mayor's functions under
(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
(4) "Available Sales Tax Revenues" means the revenues resulting from the imposition of the tax under
(5) "Available Tax Increment" means the sum of the Available Sales Tax Revenues and Available Real Property Tax Revenues generated in the Bryant Street 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 Bryant Street TIF Area in the applicable 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 revenue Bonds, notes, or other obligations (including refunding Bonds, notes, and other obligations), in one or more series, authorized to be issued pursuant to
(8) "Chief Financial Officer" means the Chief Financial Officer of the District of Columbia established by
(9) "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.
(10) "Council" means the Council of the District of Columbia.
(11) "Debt Service" means principal, premium, if any, and interest on the Bonds.
(12) "Development Costs" has the same meaning as in
(13) "Development Sponsor" means Bryant Street Partners I, LLC, a Delaware limited liability company qualified to do business in the District of Columbia, or any other entity that undertakes the development of the project with the approval of the Mayor.
(14) "District" means the District of Columbia.
(15) "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, including any offering document, and any required supplements to any such documents.
(16) "Home Rule Act" means
(17) "Project" means the financing, refinancing, or reimbursing of Development Costs incurred for certain infrastructure and site development by the Development Sponsor within the Bryant Street TIF Area and adjoining parcels.
(18) "Reserve Agreement" means that Reserve Agreement, dated as of April 1, 2002, by and among the District, Wells Fargo Bank Minnesota, N.A., and Financial Security Assurance, Inc.
(19) "TIF" means tax increment financing.
Sec. 3. Creation of the Bryant Street TIF Fund.
(a) There is established as a nonlapsing fund the Bryant Street TIF Fund. The Chief Financial Officer shall deposit into the Bryant Street TIF Fund the Available Tax Increment and any other taxes or fees specifically designated by law for deposit in the Bryant Street TIF Fund.
(b) The Mayor may pledge and create a security interest in the funds in the Bryant Street TIF Fund, or any sub-account within the Bryant Street TIF Fund, for the payment of debt service on the Bonds without further action by the Council as permitted by
(c) If, at the end of any fiscal year of the District, the balance of cash and investments in the Bryant Street 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 Bryant Street TIF Area.
(a) There is created a TIF area designated as the Bryant Street TIF Area. The Bryant Street TIF Area is defined as follows:
Part of Record Lot 7 in Square 3629, District of Columbia, as the same is set forth on that certain Plat of Subdivision made May 29, 1984 by B andR Associates, a District of Columbia Limited Partnership, and recorded June 7, 1984 in Subdivision Book 175 at Page 143 among the Records of the Office of the Surveyor of the District of Columbia; said Lot 7 being the same land as conveyed to B and R Associates, a District of Columbia Limited Partnership, by Deed dated June 19, 1984 and Recorded July 3, 1984 as Instrument Number 2333 in the Office of the Recorder of Deeds of the District of Columbia; proposed Block 1-A being more particularly described as follows:
BEGINNING at a point on the easterly line of Lot 7 in Square 3629, being also the westerly line of former 7th Street, N.E.,as closed in Book 145, Page 11 among the Records of the Office of the Surveyor of the District of Columbia, said point lying North 19°24’00” East, 214.50 feet (computed) from the intersection of said westerly line of former 7th Street, N.E. and the northerly line of Rhode Island Avenue, N.E. (width varies); thence departing said former 7th Street, N.E. and running in, through, over and across said Lot 7 in Square 3629 so as to include a portion thereof
1) Due WEST 273.14 feet to a point; thence;
2) Due NORTH 93.60 feet to a point of curvature; thence;
3) 41.65 feet along the arc of a curve to the right, said curve having a radius of 41.00 feet, delta angle of 58°12’07”, tangent distance of 22.82 feet and a chord bearing and distance of North 29°06’04” East, 39.88 feet to a point of tangency; thence;
4) North 58°12’07” East, 20.98 feet to a point; thence;
5) Due WEST 71.78 feet to a point; thence;
6) Due NORTH, 36.88 feet to a point on the northerly line of aforementioned Lot 7 in Square 3629, being also the southerly line of Lot 803 in Square 3630; thence with said line;
7) Due EAST, 65.77 feet to a point; thence continuing with said northerly line of Lot 7 in Square 3629 and said southerly line of Lot 803, Square 3630, and thereafter with the southerly line of Lot 810 in Square 3636;
8) North 58°20’20” East, 503.52 feet to the southeasterly corner of said Lot 810 in Square 3636, said point being also the northeast corner of said Lot 7 in Square 3629 and also lying on the westerly line of the aforementioned former 7th Street N.E.; thence with said westerly line of former 7th Street, N.E. and with the easterly line of said Lot 7 in Square 3629;
9) South 18°23’00” West, 178.19 feet to a point; thence;
10) South 22°35’00” West, 71.35 feet (by computation) 71.27 feet (be deed) to a point; thence;
11) South 19°52’00” West, 159.17 feet to a point; thence;
12) North 81°21’30” West, 28.09 feet (by computation) to a point; thence; and
13) South 19°24’00” West, 63.85 feet (by computation) to the point and place of beginning, containing 102,619 square feet or 2.35581 acres of land.
Proposed Block 1-B:
Part of Record Lot 7 in Square 3629, District of Columbia, as the same is set forth on that certain Plat of Subdivision made May 29, 1984 by B andR Associates, a District of Columbia Limited Partnership, and recorded June 7, 1984 in Subdivision Book 175 at Page 143 among the Records of the Office of the Surveyor of the District of Columbia; said Lot 7 being the same land as conveyed to B andR Associates, a District of Columbia Limited Partnership, by Deed dated June 19, 1984 and Recorded July 3, 1984 as Instrument Number 2333 in the Office of the Recorder of Deeds of the District of Columbia; proposed Block 1-B being more particularly described as follows:
BEGINNING at the southeast corner of Lot 7 in Square 3629, being also the intersection of the westerly line of former 7th Street, N.E., as closed in Book 145, Page 11 among the Records of the Office of the Surveyor of the District of Columbia, and the northerly line of Rhode Island Avenue, N.E. (width varies); thence departing said former 7th Street, N.E. and running with said northerly line of Rhode Island Avenue, N.E.
1) South 65°57’00” West, 155.86 feet to a point; thence departing said northerly line of Rhode Island Avenue, N.E. and running in, through, over and across said Lot 7 in Square 3629 so as to include a portion thereof;
2) North 24°00’12” West, 91.14 feet to a point of curvature; thence;
3) 108.92 feet along the arc of a curve to the right, said curve having a radius of 260.00 feet, delta angle of 24°00’12”,tangent distance of 55.27 feet and a chord bearing and distance of North 12°00’06” West, 108.13 feet to a point of tangency; thence;
4) Due NORTH, 76.82 feet to a point; thence;
5) Due EAST, 273.14 feet to a point on the easterly line of aforementioned Lot 7 in Square 3629, being also the westerly line of the aforementioned former 7th Street N.E.; thence with said westerly line of former 7th Street, N.E. and with the easterly line of said Lot 7 in Square 3629; and
6) South 19°24’00” West, 214.50 feet (by computation) to the point and place of beginning, containing 52,164 square feet or 1.19752 acres of land.
Proposed Block 2-B:
Part of Record Lot 7 in Square 3629, District of Columbia, as the same is set forth on that certain Plat of Subdivision made May 29, 1984 by B and R Associates, a District of Columbia Limited Partnership, and recorded June 7, 1984 in Subdivision Book 175 at Page 143 among the Records of the Office of the Surveyor of the District of Columbia; said Lot 7 being the same land as conveyed to B and R Associates, a District of Columbia Limited Partnership, by Deed dated June 19, 1984 and Recorded July 3, 1984 as Instrument Number 2333 in the Office of the Recorder of Deeds of the District of Columbia; proposed Block 2-B being more particularly described as follows:
BEGINNING at a point on the northerly line of Lot 7 in Square 3629, being also the southerly line of Lot 808 in Square 3630, said point lying due EAST, 671.20 feet from the easterly line of 4th Street, N.E. (90 feet wide); thence running with said northerly line of Lot 7 in Square 3629 and said southerly line of Lot 808, Square 3630, and thereafter with the southerly line of Lot 803 in Square 3630
1) Due EAST, 174.23 feet to a point; thence running in, through, over and across said Lot 7 in Square 3629 so as to include a portion thereof;
2) Due SOUTH, 36.88 feet to a point; thence;
3) Due EAST, 71.78 feet to a point; thence;
4) South 58°12’07” West, 20.98 feet to a point of curvature; thence;
5) 41.65 feet along the arc of a curve to the left, said curve having a radius of 41.00 feet, delta angle of 58°12’07”, tangent distance of 22.82 feet and a chord bearing and distance of South 29°06’04” West, 39.88 feet to a point of tangency; thence;
6) Due SOUTH, 93.60 feet to a point; thence;
7) Due WEST, 130.44 feet to a point of curvature; thence;
8) 25.35 feet along the arc of a curve to the left, said curve having a radius of 61.00 feet, delta angle of 23°48’52”, tangent distance of 12.86 feet and a chord bearing and distance of South 78°05’34” West, 25.17 feet to a point of tangency; thence
9) South 66°11’08” West, 58.71 feet to a point, thence; and
10) Due NORTH, 205.28 feet to the point and place of beginning, containing 37,020 square feet or 0.84986 of an acre of land.
Proposed Block 5-B:
Part of Record Lot 7 in Square 3629, District of Columbia, as the same is set forth on that certain Plat of Subdivision made May 29, 1984 by B andR Associates, a District of Columbia Limited Partnership, and recorded June 7, 1984 in Subdivision Book 175 at Page 143 among the Records of the Office of the Surveyor of the District of Columbia; said Lot 7 being the same land as conveyed to B andR Associates, a District of Columbia Limited Partnership, by Deed dated June 19, 1984 and Recorded July 3, 1984 as Instrument Number 2333 in the Office of the Recorder of Deeds of the District of Columbia; AND part of Parcels 131/17, 131/37, 131/38, 131/190 and 131/213, being part of the same land as conveyed to MRP 600 RI, LLC by Deed Recorded January 1, 2016 as Instrument Number 3375 in the Office of the Recorder of Deeds of the District of Columbia; said part of Parcels 131/17, 131/37, 131/38, 131/190 and 131/213 being known for purposes of Assessment and Taxation at the date hereof, as Lots 813 and 814 in Square 3629, pursuant to Assessment and Taxation Plat 3732-D, recorded among said Records of the Office of the Surveyor, DC; proposed Block 5-B being more particularly described as follows:
BEGINNING at the southeast corner of Lot 814 in Square 3629, being also a point on the northerly line of Rhode Island Avenue, N.E. (width varies), said point lying South 65°57’00” West, 538.84 feet from the intersection of said northerly line of Rhode Island Avenue, N.E. with the westerly line of former 7th Street, N.E., as closed in Book 145, Page 11 among the Records of the Office of the Surveyor of the District of Columbia; thence running with said northerly line of Rhode Island Avenue, N.E. and with the southerly line of Lot 814 in Square 3629, and thereafter with the southerly line of Lot 813 in Square 3629
1) South 65°57’00” West, 177.30 feet to a point; thence departing said northerly line of Rhode Island Avenue, N.E. and running in, through, over and across aforementioned Lot 813 in Square 3629 and thereafter running in, through, over and across aforementioned Lot 7 in Square 3629 so as to include a portion of both lots thereof
2) North 23°48’52” West, 195.69 feet to a point; thence;
3) North 58°37’36” East, 172.88 feet to a point; thence;
4) South 31°19’30” East, 27.90 feet to a point on the property line of aforementioned Lot 7 in Square 3629 and the northerly line of aforementioned Lot 814 in Square 3629; thence with said line of Lots 7 and 814 in Square 3629;
5) North 58°40’30” East, 1.50 feet to the northeast corner of said Lot 814 in Square 3629; thence departing said line of said Lot 7 in Square 3629 and running with the easterly line of said Lot 814 in Square 3629; and
6) South 24°03’00” East, 190.25 feet (by computation) 190.19 feet (by deed) to the point and place of beginning, containing 36,529 square feet or 0.83859 of an acre of land.
(b) As provided under
(c)(1) The base year for determination of Available Sales Tax Revenues from locations within the Bryant Street TIF Area shall be the tax year preceding the year in which
(2) The base year for determination of Available Real Property Tax Revenues shall be the tax year of the District preceding the year in which act becomes effective and the initial assessed value to be used in making the determination of Available Real Property Tax Revenues shall be the assessed value of each lot of taxable real property in the Bryant Street TIF Area for the preceding tax year in which
(d) The Bryant Street TIF Area shall terminate on the earlier of:
(1) December 31, 2043;
(2) The date on which the Bonds are paid in full or are defeased and are no longer outstanding; or
(3) March 1, 2019, if no Bonds are issued.
Sec. 5. Bond authorization.
(a) The Council approves and authorizes the issuance of one or more series of Bonds in an aggregate principal amount not to exceed $24 million to fund the project. The 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
(b) The proceeds of the Bonds shall be used as follows:
(1) An amount not to exceed $18 million shall be used to pay Development Costs of the project; and
(2) The balance of the proceeds may be used to pay the financing costs incurred by the District and to fund capitalized interest and required reserves.
(c) The Mayor may pay from the proceeds of the Bonds the financing costs and expenses of issuing and delivering the Bonds, including, but not limited to, underwriting, legal, accounting, financial advisory, credit enhancement, marketing, sale, and printing costs and expenses.
(d) The 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.
Sec. 6. Payment and security.
(a) Except as may be otherwise provided in
(b) There is further allocated to the payment of debt service on the 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 Bonds to the extent that the revenues allocated in subsection (a) of this section are inadequate to pay debt service on the 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 Bonds are paid or provided for and are no longer outstanding pursuant to their terms.
(c) 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 to the trustee for the Bonds pursuant to the Financing Documents.
(d) The trustee or paying agent is authorized to deposit, invest, and disburse the proceeds received from the sale of the Bonds pursuant to the Financing Documents.
Sec. 7. Bond details.
(a) The Mayor is authorized to take any action reasonably necessary or appropriate in accordance with
(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
(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 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 allocated to the Bryant Street 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
(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's 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
(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
(i) Consistent with
(1) A pledge made and security interest created in respect of the Bonds or pursuant to any related Financing Document shall be valid, binding, and perfected from the time the security interest is created, with or without physical delivery of any funds or any property and with or without any further action;
(2) The lien of the pledge shall be valid, binding, and perfected as against all parties having any claim of any kind in tort, contract, or otherwise against the District, whether or not such party has notice; and
(3) The security interest shall be valid, binding, and perfected whether or not any statement, document, or instrument relating to the security interest is recorded or filed.
Sec. 8. Issuance 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 interests 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 Bonds.
(c) The Mayor is authorized to deliver 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.
(e)
Sec. 9. 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.
(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 Bonds, the other 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. 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 (other than the Available Tax Increment, the Available Increment, and any other taxes or fees allocated to the Bryant Street TIF Fund), shall not constitute a debt of the District, and shall not constitute lending of the public credit for private undertakings as prohibited in
(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) No person, including, but not limited to, 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 to perform any covenant, undertaking, or obligation under
Sec. 11. District officials.
(a) Except as otherwise provided in
(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 Closing Documents shall be filed in the Office of the Secretary of the District of Columbia.
Sec. 13. Information reporting.
Within 3 days after the Mayor's receipt of the transcript of proceedings relating to the issuance of the Bonds, the Mayor shall transmit a copy of the transcript to the Secretary to the Council.
Sec. 14. Reservation of debt service.
The Bonds may not be issued until the Council has appropriated an amount equal to one year's debt service on the Bonds.
Sec. 15. Expiration of issuance authority.
The authority to issue the Bonds shall expire on March 1, 2019; provided, that the expiration of the authority shall have no effect on any Bonds issued prior to the expiration date.
Sec. 16. Fiscal impact statement.
The Council adopts the fiscal impact statement in the committee report as the fiscal 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).
Sec. 17. Effective date.
This act shall take effect following approval by the Mayor (or in the event of veto by the Mayor, action by the Council to override the veto), a 30-day period of congressional review as provided in section 602(c)(1) of the District of Columbia Home Rule Act, approved December 24, 1973 (87 Stat. 813; D.C. Official Code § 1-206.02(c)(1)), and publication in the District of Columbia Register.
