§ 10–1601.03. Bond issuance.

(a) For the purposes of this section, the term:

(1) “Ballpark Revenue Fund” means the Ballpark Revenue Fund established by § 10-1601.02.

(2) “Bonds” means 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 § 1-204.90 and this subchapter.

(3) “Home Rule Act” means Chapter 2 of Title 1.

(4) “Project” means:

(A) The financing, refinancing, or reimbursing of costs incurred in the site acquisition for, and the development, design, construction, improvement, furnishing, and equipping of, the ballpark as the term is defined in § 47-2002.05(a)(1);

(B) The funding of any required deposit to a debt service reserve fund or capitalized interest;

(D) The payment of any costs for which funds in the Ballpark Revenue Fund may be expended; and

(E) For which the aggregate expenditure of funds constituting the principal amount of bonds for the purposes set forth in subparagraphs (A) through (C) of this paragraph does not exceed $534,800,000.

(b)(1) The Council authorizes the issuance by the Mayor of one or more series of bonds in a total amount not to exceed $534,800,000 for payment of the costs of the project and to execute one or more declarations of intent pursuant to Treas. Reg. § 1.150-2 to reimburse the District for expenditures made prior to the issuance of the bonds.

(2) There is hereby allocated to the bonds the funds in the Ballpark Revenue Fund, or such portion of the funds as shall be determined in accordance with the terms of the bonds, for the payment of debt service on the bonds and the payment of such other costs as are permitted to be paid with funds from the Ballpark Revenue Fund.

(c)(1) The Mayor may take any action necessary or appropriate in accordance with this subchapter in connection with the preparation, execution, issuance, sale, delivery, security for, and payment of the bonds of each series, including determinations of:

(A) 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;

(B) The principal amount of the bonds to be issued and the denominations of the bonds;

(C) The rate or rates of interest on, and the method or methods of determining the rate or rates of interest on, the bonds;

(D) The date or dates of issuance, sale, and delivery of, the payment of interest on, and the maturity date or dates of, the bonds;

(E) Whether the bonds are to be sold at a competitive or negotiated sale and the terms and conditions of the sale;

(F) 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;

(G) Provisions for the registration, transfer, and exchange of each series of the bonds and the replacement of mutilated, lost, stolen, or destroyed bonds;

(H) The creation of any reserve fund, sinking fund, or other fund with respect to the bonds and the determination of the priority thereof;

(I) The time and place of payment of the bonds;

(J) Whether the bonds will be taxable, tax-exempt, or a combination thereof;

(K) Procedures for monitoring the use of the proceeds received from the sale of the bonds to ensure that they are properly applied to the project and used to accomplish the purposes of this subchapter;

(L) Actions necessary to qualify the bonds under the blue sky laws of any jurisdiction where the bonds are marketed; and

(M) The terms and types of credit enhancement under which the bonds may be secured.

(2) 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 payments from the Ballpark Revenue Fund or any other security authorized by this subchapter), do not constitute a debt of the District, and do not constitute lending of the public credit for private undertakings as prohibited by § 1-206.02(a)(2).

(3) The bonds shall be executed in the name of the District and on its behalf by the manual or facsimile signature of the Mayor. 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.

(4) The official seal of the District, or a facsimile of it, shall be impressed, printed, or otherwise reproduced on the bonds.

(5) The bonds may be issued at any time or from time to time in one or more issues and one or more series and may be sold at public or private sale. A series of bonds may be secured by a trust agreement or trust indenture between the District and a corporate trustee having trust powers, and may be secured by a loan agreement or other instrument or instruments by means of which the District may:

(A) Make and enter into any and all covenants and agreements with the trustee or the holders of the bonds that the District may determine to be necessary or desirable relating to:

(i) The application, investment, deposit, use, and disposition of the proceeds of bonds and the other funds, securities, and property of the District;

(ii) The assignment by the District of its rights in any agreement;

(iii) The terms and conditions upon which additional bonds of the District may be issued;

(iv) The appointment of a trustee to act on behalf of bondholders and abrogating or limiting the rights of the bondholders to appoint a trustee; and

(v) The vesting in a trustee for the benefit of the holders of bonds, or in the bondholders directly, such rights and remedies as the District shall determine to be necessary or desirable;

(B) Pledge, mortgage or assign monies, agreements, property or other assets of the District, either in hand or to be received in the future, or both;

(C) Provide for bond insurance, letters of credit, interest rate swaps, or other financial derivative products or otherwise enhance the credit of and security for the payment of the bonds or reduce or otherwise manage the interest costs of the bonds and provide security therefor; and

(D) Provide for any other matters of like or different character that in any way affects the security for or payment on the bonds.

(d) The bonds are declared to be issued for essential public and governmental purposes. The bonds, the interest thereon, the income therefrom, and all monies 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.

(e) The District hereby pledges and 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 the 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, with respect to the bonds, the exemptions from taxation provided for in this subchapter, until the bonds, together with interest thereon, with interest on any unpaid installment of interest and all costs and expenses in connection with any suit, action, or proceeding by or on behalf of the holders of the bonds, are fully met and discharged. This pledge and agreement for the District may be included as part of the contract with the holders of the bonds. This subsection shall constitute a contract between the District and the holders of the bonds. To the extent that any acts or resolutions of the Council may be in conflict with this subchapter, this subchapter shall be controlling.

(f) Consistent with § 1-204.90(a)(4)(B), and notwithstanding Article 9 of Subtitle I of Title 28:

(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 the 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.

(g) If there shall be a default in the payment of the principal of, or interest on, any bonds of a series after the principal or interest shall become due and payable, whether at maturity or upon call for redemption, or if the District shall fail or refuse to carry out and perform the terms of any agreement with the holders of any of the bonds, the holders of the bonds, or the trustee appointed to act on behalf of the holder of the bonds, may, subject to the provisions of the financing documents, do the following:

(1) By action, writ, or other proceeding, enforce all rights of the holders of the bonds, including the right to require the District to carry out and perform the terms of any agreement with the holders of the bonds or its duties under this subchapter;

(2) By action, require the District to account as if it were the trustee of an express trust;

(3) By action, petition to enjoin any acts or things that may be unlawful or in violation of the rights of the holders of the bonds; and

(4) Declare all the bonds to be due and payable, whether or not in advance of or at maturity and, if all defaults be made good, annul the declaration and its consequences.

(h)(1) The members of the Council, the Mayor, or any person executing any of the bonds shall not be personally liable on the bonds by reason of their issuance.

(2) Notwithstanding any other provision of this subchapter, the bonds shall not be general obligations of the District and shall not be a debt or liability of the District within the meaning of any debt or other limit prescribed by law. The faith and credit or the general taxing power of the District (other than funds in the Ballpark Revenue Fund or any other security authorized by this subchapter) shall not be pledged to secure the payment of the bonds.

(i) The Mayor shall select the underwriter for the bonds through a request for proposals and recommend to the underwriter a counsel that shall serve as counsel to the underwriter regarding the issuance of bonds. The bonds shall be sold to the underwriter through a negotiated process.

(Apr. 8, 2005, D.C. Law 15-320, § 103, 52 DCR 1757; Apr. 7, 2006, D.C. Law 16-91, § 203(b), 52 DCR 10637.)

Section References

This section is referenced in § 10-1601.06, § 10-1601.31, and § 47-2761.

Effect of Amendments

D.C. Law 16-91, in subpar. (a)(4)(E), substituted “of funds constituting the principal amount of bonds” for “of bonds”.

Emergency Legislation

For temporary (90 day) amendment of section, see §§ 3 and 6 of Ballpark Hard and Soft Costs Cap and Ballpark Lease Conditional Approval Emergency Act of 2006 (D.C. Act 16-277, February 14, 2006, 53 DCR 1341).

For temporary (90 day) amendment of section, see § 6 of Ballpark Hard and Soft Costs Cap and Ballpark Lease Conditional Approval Congressional Review Emergency Act of 2006 (D.C. Act 16-378, May 19, 2006, 53 DCR 4399).

For temporary (90 day) amendment of section, see § 7 of Ballpark Hard and Soft Costs Cap Emergency Act of 2007 (D.C. Act 17-11, January 26, 2007, 54 DCR 1514).

Temporary Legislation

For temporary (225 day) amendment of section, see § 6 of Ballpark Hard and Soft Costs Cap and Ballpark Lease Conditional Approval Temporary Act of 2006 (D.C. Law 16-115, June 9, 2006, law notification 53 DCR 5353).

For temporary (225 day) amendment of section, see § 7 of Ballpark Hard and Soft Costs Cap Temporary Act of 2007 (D.C. Law 17-1, April 18, 2007, law notification 54 DCR 6580).

Effective Dates

Section 136 of Pub. L. 109-115, Nov. 30, 2005, 119 Stat. 2522, provided: “Notwithstanding section 602(c)(1) of the District of Columbia Home Rule Act, amendments to the Ballpark Technical Amendments Act of 2005 shall take effect on the date of the enactment by the District of Columbia [Nov. 30, 2005].”