MURIEL BOWSER MAYOR April 11, 2023 The Honorable Phil Mendelson Chairman Council of the District of Columbia John A. Wilson Building 1350 Pennsylvania Avenue, NW, Suite 504 Washington, DC 20004 Dear Chairman Mendelson: Pursuant to section 490 of the District of Columbia Home Rule Act (D.C. Official Code § 1- 204.90), enclosed for consideration and approval by the Council of the District of Columbia is a proposed resolution titled, "Washington International School Revenue Bonds Project Approval Resolution of 2023" (the "Resolution"). The Resolution authorizes the issuance, sale, and delivery of tax-exempt revenue bonds, notes or other obligations in aggregate principal amount not to exceed $62,000,000.00. These bonds will be used for the financing, refinancing, or reimbursing of costs incurred by the Washington International School for projects at their Tregaron campus located at 3100 Macomb St., NW, Washington, DC, 20018, in Ward 3. Washington International School ("WIS") was founded and incorporated in 1966 in the District of Columbia as a 501(c)(3) nonprofit educational institution designed to meet the educational needs of the city's large international community and American families seeking an academically demanding independent education in an international environment. WIS provides a comprehensive and challenging curriculum, which focuses on the history and cultures of countries around the world, draws on elements of many systems of education, and serves both international and American students at every level. The proposed financing will assist in furthering the efforts of Washington International School's mission to provide education and employment opportunities to the citizens of the District of Columbia. My administration is available to discuss any questions you may have regarding the proposed resolution. In order to facilitate a response, please have your staff contact Erika Satterlee, Legislative Director, Deputy Mayor for Planning and Economic Development, at 202-727-1983. I urge the Council to take prompt and favorable action on the Resolution. Sincerely, Chairman Phil Mendelson at the request of the Mayor 1 2 3 4 5 6 7 A PROPOSED RESOLUTION 8 9 10 11 IN THE COUNCIL OF THE DISTRICT OF COLUMBIA 12 To authorize and provide for the issuance, sale, and delivery in an aggregate principal amount not to 13 exceed $62 million of District of Columbia revenue bonds in one or more series and to 14 authorize and provide for the loan of the proceeds of such bonds to assist the Washington 15 International School in the financing, refinancing, or reimbursing of costs associated with 16 an authorized project pursuant to section 490 of the District of Columbia Home Rule Act. 17 18 RESOLVED, BY THE COUNCIL OF THE DISTRICT OF COLUMBIA, that this 19 resolution may be cited as the "Washington International School Revenue Bonds Project Approval 20 Resolution of 2023 ". 21 22 Sec. 2. Definitions. 23 For the purpose of this resolution, the term: 24 (1) "Authorized Delegate" means the Mayor or the Deputy Mayor for Planning and 25 Economic Development, or any officer or employee of the Executive Office of the Mayor to whom 26 the Mayor has delegated or to whom the foregoing individuals have subdelegated any of the 27 Mayor's functions under this resolution pursuant to section 422(6) of the Home Rule Act. 28 (2) "Bond Counsel" means a firm or firms of attorneys designated as bond counsel 29 from time to time by the Mayor. 30 (3) "Bonds" means the District of Columbia revenue bonds, notes, or other 31 obligations (including refunding bonds, notes, and other obligations), in one or more series, 32 authorized to be issued pursuant to this resolution. 33 (4) "Borrower" means the owner, operator, manager and user of the assets 34 financed, refinanced, or reimbursed with proceeds from the Bonds, which shall be Washington 35 International School, a non-profit corporation, organized under the laws of the District of 36 Columbia, which is exempt from federal income taxes under 26 U.S.C § 501(a) as an organization 37 described in 26 U.S.C. § 50l(c)(3), and which is liable for the repayment of the Bonds. 38 (5) "Closing Documents" means all documents and agreements other than 39 Financing Documents that may be necessary and appropriate to issue, sell, and deliver the Bonds 40 and to make the Loan contemplated thereby, and includes agreements, certificates, letters, opinions, 41 forms, receipts, and other similar instruments. 42 (6) "District" means the District of Columbia. 43 (7) "Financing Documents" means the documents other than Closing Documents 44 that relate to the financing or refinancing of transactions to be effected through the issuance, sale, 45 and delivery of the Bonds and the making of the Loan, including any offering document, and any 46 required supplements to any such documents. 4 7 (8) "Home Rule Act" means the District of Columbia Home Rule Act, approved 48 December 24, 1973 (87 Stat. 774; D.C. Official Code§ 1-201.01 et seq.). 49 (9) "Issuance Costs" means all fees, costs, charges, and expenses paid or incurred 5 0 in connection with the authorization, preparation, printing, issuance, sale, and delivery of the Bonds 51 and the making of the Loan, including, but not limited to, underwriting, legal, accounting, rating 52 agency, and all other fees, costs, charges, and expenses incurred in connection with the development 2 53 and implementation of the Financing Documents, the Closing Documents, and those other 54 documents necessary or appropriate in connection with the authorization, preparation, printing, 5 5 issuance, sale, marketing, and delivery of the Bonds and the making of the Loan contemplated 56 thereby, together with financing fees, costs, and expenses, including program fees and 57 administrative fees charged by the District, fees paid to financial institutions and insurance 58 companies, letter of credit fees (if any), compensation to financial advisors and other persons ( other 59 than full-time employees of the District) and entities performing services on behalf of or as agents 60 for the District. 61 (10) "Loan" means the District's lending of proceeds from the sale, in one or more 62 series, of the Bonds to the Borrower. 63 (11) "Project" means the financing, refinancing or reimbursing of all or a portion of 64 the Borrower's costs of: 65 (A) refunding the outstanding District of Columbia Revenue Refunding Bonds 66 (Washington International School Issue) Series 2018 (the "Series 2018 Bonds"), the proceeds of 67 which were used to: 68 (i) refund, including any pre-payment fee for, the District of Columbia 69 Revenue Bonds (Washington International School Issue) Series 2013 (the "Series 2013 Bonds"), 70 the proceeds of which were used to: 71 (I) refund the outstanding District of Columbia Revenue Bonds 72 (Washington International School Issue) Series 2003 (the "Series 2003 Bonds"), the 73 proceeds of which were used to: 74 (1) refund the outstanding District of Columbia Revenue 75 Bonds (Washington International School Project) Series 1999 (the "Series 1999 Bonds"), 3 76 77 78 79 80 81 82 83 84 85 86 87 88 89 90 91 92 93 94 95 96 97 98 the proceeds of which were used to finance, refinance or reimburse the Borrower for certain costs incurred in connection with (a) the construction, renovation, furnishing, and equipping of certain facilities on the Borrower's existing middle and upper school campus located at 3100 Macomb Street, NW, Washington, D.C. 20008 (the "Macomb Street Campus"), (b) the construction, renovation, furnishing, and equipping of certain facilities on the Borrower's existing primary school campus located at 1690 36 th Street, NW, Washington, D.C. 20007 (the "Georgetown Campus"), and (c) certain costs of issuance for the Series 1999 Bonds; (2) fund costs of certain improvements to the Macomb Street Campus and the Georgetown Campus; (3) pay certain Issuance Costs of the Series 2003 Bonds, and \_ fees and premiums for any bond insurance or credit enhancement; (II) refund, including any pre-payment fee for, the outstanding District of Columbia Revenue Bonds (Washing;ton International School Issue) Series 2006 (the "Series 2006 Bonds"), the proceeds of which were used to: ( 1) finance, refinance, or reimburse the Borrower for certain costs incurred in connection with the construction or renovation of a library, additional classrooms and a theatre, all on the Borrower's Macomb Street Campus, (2) fund capitalized interest, and (3) pay certain Issuance Costs, and fees and premiums for any bond insurance, credit enhancement and other related costs; (III) renovate the Borrower's building located on the Macomb Street Campus known as the Tregaron Mansion, its surrounding grounds (including, but not 4 99 limited to, with respect to certain geothermal improvements), and an adjacent cottage 100 known as the Dacha, and make other capital improvements to the Macomb Street Campus 101 including, but not limited to, renovations to other Macomb Street Campus buildings known 102 as the Greenhouse, the Gardener's Cottage and the Academic, Arts & Athletics Building; 103 and 104 (IV) pay Issuance Costs of the Series 2013 Bonds; 105 (ii) pay Issuance Costs of the Series 2018 Bonds. 106 (B) certain capital improvements to the Macomb Street Campus, including but 107 not limited to, the renovation, fit-out, equipping and development of the new science centric 108 school building, the revitalization of the Academic Walk and other areas, the restoration of the 109 historic four-square garden area, creating improved outdoor social gathering spaces, relocation of 110 the Dacha, and reclamation of areas in the Carriage House; 111 (C) funding any credit enhancement costs, liquidity costs, capitalized 112 interest, or debt service reserve fund relating to the Bonds; and 113 (D) paying allowable Issuance Costs. 114 Sec. 3. Findings. 115 The Council finds that: 116 (1) Section 490 of the Home Rule Act provides that the Council may by resolution 11 7 authorize the issuance of District revenue bonds, notes, or other obligations (including refunding 118 bonds, notes, or other obligations) to borrow money to finance, refinance, or reimburse and to assist 119 in the financing, refinancing, or reimbursing of undertakings in certain areas designated in section 120 490 and may effect the financing, refinancing, or reimbursement by loans made directly or 5 121 indirectly to any individual or legal entity, by the purchase of any mortgage, note, or other security, 122 or by the purchase, lease, or sale of any property. 123 (2) The Borrower has requested the District to issue, sell, and deliver revenue 124 bonds, in one or more series, in an aggregate principal amount not to exceed $62 million, and to 125 make the Loan for the purpose of financing, refinancing, or reimbursing costs of the Project. 126 (3) The Project is located in the District and will contribute to the health, education, 127 safety, or welfare of, or the creation or preservation of jobs for, residents of the District, or to 128 economic development of the District. 129 (4) The Project is an undertaking in the area of elementary, secondary and college 130 and university facilities within the meaning of section 490 of the Home Rule Act. 131 (5) The authorization, issuance, sale, and delivery of the Bonds and the Loan to the 13 2 Borrower are desirable, are in the public interest, will promote the purpose and intent of section 490 133 of the Home Rule Act, and will assist the Project. 134 Sec. 4. Bond authorization. 135 (a) The Mayor is authorized pursuant to the Home Rule Act and this resolution to assist in 136 financing, refinancing, or reimbursing the costs of the Project by: 13 7 (1) The issuance, sale, and delivery of the Bonds, in one or more series, in an 13 8 aggregate principal amount not to exceed $62 million; and 139 (2) The making of the Loan. 140 (b) The Mayor is authorized to make the Loan to the Borrower for the purpose of financing, 141 refinancing, or reimbursing the costs of the Project and establishing any fund with respect to the 142 Bonds as required by the Financing Documents. 6 143 ( c) The Mayor may charge a program fee to the Borrower, including, but not limited to, an 144 amount sufficient to cover costs and expenses incurred by the District in connection with the 145 issuance, sale, and delivery of each series of the Bonds, the District's participation in the monitoring 146 of the use of the Bond proceeds and compliance with any public benefit agreements with the 14 7 District, and maintaining official records of each bond transaction and assisting in the redemption, 148 repurchase, and remarketing of the Bonds. 149 ( d) The Bond authorization set forth in this resolution includes the authorization to issue 150 refunding Bonds to refinance any Bonds previously issued under this resolution to finance the 151 Project; provided, that the maximum principal amount of Bonds outstanding at any time does not 152 exceed the maximum principal amount of Bonds authorized hereunder. 153 Sec. 5. Bond details. 154 (a) The Mayor and each Authorized Delegate is authorized to take any action reasonably 155 necessary or appropriate in accordance with this resolution in connection with the preparation, 156 execution, issuance, sale, delivery, security for, and payment of the Bonds of each series, including, 157 but not limited to, determinations of: 15 8 ( 1) The final form, content, designation, and terms of the Bonds, including a 15 9 determination that the Bonds may be issued in certificated or book-entry form; 160 (2) The principal amount of the Bonds to be issued and denominations of the 161 Bonds; 162 (3) The rate or rates of interest or the method for determining the rate or rates of 163 interest on the Bonds; 164 ( 4) The date or dates of issuance, sale, and delivery of, and the payment of interest 165 on the Bonds, and the maturity date or dates of the Bonds; 7 166 ( 5) The terms under which the Bonds may be paid, optionally or mandatorily 167 redeemed, accelerated, tendered, called, or put for redemption, repurchase, or remarketing before 168 their respective stated maturities; 169 ( 6) Provisions for the registration, transfer, and exchange of the Bonds and the 170 replacement of mutilated, lost, stolen, or destroyed Bonds; 171 (7) The creation of any reserve fund, sinking fund, or other fund with respect to the 172 Bonds; 1 73 (8) The time and place of payment of the Bonds; 174 (9) Procedures for monitoring the use of the proceeds received from the sale of the 175 Bonds to ensure that the proceeds are properly applied to the Project and used to accomplish the 17 6 purposes of the Home Rule Act and this resolution; 177 (10) Actions necessary to qualify the Bonds under blue sky laws of any jurisdiction 178 where the Bonds are marketed; and 179 (11) The terms and types of credit enhancement under which the Bonds may be 180 secured. 181 (b) The Bonds shall contain a legend, which shall provide that the Bonds are special 182 obligations of the District, are without recourse to the District, are not a pledge of, and do not 183 involve the faith and credit or the taxing power of the District, do not constitute a debt of the 184 District, and do not constitute lending of the public credit for private undertakings as prohibited in 185 section 602(a)(2) of the Home Rule Act. 186 ( c) The Bonds shall be executed in the name of the District and on its behalf by the manual 187 or facsimile signature of the Mayor, and attested by the Secretary of the District of Columbia by the 188 Secretary of the District of Columbia's manual or facsimile signature. The Mayor's execution and 8 189 delivery of the Bonds shall constitute conclusive evidence of the Mayor's approval, on behalf of the 190 District, of the final form and content of the Bonds. 191 ( d) The official seal of the District, or a facsimile of it, shall be impressed, printed, or 192 otherwise reproduced on the Bonds. 193 ( e) The Bonds of any series may be issued in accordance with the terms of a trust instrument 194 to be entered into by the District and a trustee to be selected by the Borrower subject to the approval 195 of the Mayor, and may be subject to the terms of one or more agreements entered into by the Mayor 196 pursuant to section 490(a)(4) of the Home Rule Act. 197 ( f) The Bonds may be issued at any time or from time to time in one or more issues and in 198 one or more senes. 199 Sec. 6. Sale of the Bonds. 200 (a) The Bonds of any series may be sold at negotiated or competitive sale at, above, or 201 below par, to one or more persons or entities, and upon terms that the Mayor considers to be in the 202 best interest of the District. 203 (b) The Mayor or an Authorized Delegate may execute, in connection with each sale of the 204 Bonds, offering documents on behalf of the District, may deem final any such offering document on 205 behalf of the District for purposes of compliance with federal laws and regulations governing such 206 matters and may authorize the distribution of the documents in connection with the sale of the 207 Bonds. 208 ( c) The Mayor is authorized to deliver the executed and sealed Bonds, on behalf of the 209 District, for authentication, and, after the Bonds have been authenticated, to deliver the Bonds to the 210 original purchasers of the Bonds upon payment of the purchase price. 9 211 ( d) The Bonds shall not be issued until the Mayor receives an approving opinion from Bond 212 Counsel as to the validity of the Bonds of such series and, if the interest on the Bonds is expected to 213 be exempt from federal income taxation, the treatment of the interest on the Bonds for purposes of 214 federal income taxation. 215 Sec. 7. Payment and security. 216 (a) The principal of, premium, if any, and interest on, the Bonds shall be payable solely from 21 7 proceeds received from the sale of the Bonds, income realized from the temporary investment of 218 those proceeds, receipts and revenues realized by the District from the Loan, income realized from 219 the temporary investment of those receipts and revenues prior to payment to the Bond owners, other 220 moneys that, as provided in the Financing Documents, may be made available to the District for the 221 payment of the Bonds, and other sources of payment (other than from the District), all as provided 222 for in the Financing Documents. 223 (b) Payment of the Bonds shall be secured as provided in the Financing Documents and by 224 an assignment by the District for the benefit of the Bond owners of certain of its rights under the 225 Financing Documents and Closing Documents, including a security interest in certain collateral, if 226 any, to the trustee for the Bonds pursuant to the Financing Documents. 227 (c) The trustee is authorized to deposit, invest, and disburse the proceeds received from the 228 sale of the Bonds pursuant to the Financing Documents. 229 Sec. 8. Financing and Closing Documents. 230 (a) The Mayor is authorized to prescribe the final form and content of all Financing 231 Documents and all Closing Documents that may be necessary or appropriate to issue, sell, and 232 deliver the Bonds and to make the Loan to the Borrower. 10 233 (b) The Mayor is authorized to execute, in the name of the District and on its behalf, the 234 Financing Documents and any Closing Documents to which the District is a party by the Mayor's 23 5 manual or facsimile signature. 236 (c) If required, the official seal of the District, or a facsimile of it, shall be impressed, 23 7 printed, or otherwise reproduced on the Financing Documents and the Closing Documents to which 238 the District is a party. 239 (d) The Mayor's execution and delivery of the Financing Documents and the Closing 240 Documents to which the District is a party shall constitute conclusive evidence of the Mayor's 241 approval, on behalf of the District, of the final form and content of the executed Financing 242 Documents and the executed Closing Documents. 243 ( e) The Mayor is authorized to deliver the executed and sealed Financing Documents and 244 Closing Documents, on behalf of the District, prior to or simultaneously with the issuance, sale, and 245 delivery of the Bonds, and to ensure the due performance of the obligations of the District contained 246 in the executed, sealed, and delivered Financing Documents and Closing Documents. 24 7 Sec. 9. Authorized delegation of authority. 248 To the extent permitted by District and federal laws, the Mayor may delegate to any 249 Authorized Delegate the performance of any function authorized to be performed by the Mayor 250 under this resolution. 251 Sec. 10. Limited liability. 252 (a) The Bonds shall be special obligations of the District. The Bonds shall be without 253 recourse to the District. The Bonds shall not be general obligations of the District, shall not be a 254 pledge of or involve the faith and credit or the taxing power of the District, shall not constitute a 11 255 debt of the District, and shall not constitute lending of the public credit for private undertakings as 256 prohibited in section 602(a)(2) of the Home Rule Act. 257 (b) The Bonds shall not give rise to any pecuniary liability of the District and the District 25 8 shall have no obligation with respect to the purchase of the Bonds. 259 (c) Nothing contained in the Bonds, in the Financing Documents, or in the Closing 260 Documents shall create an obligation on the part of the District to make payments with respect to 261 the Bonds from sources other than those listed for that purpose in section 7. 262 ( d) The District shall have no liability for the payment of any Issuance Costs or for any 263 transaction or event to be effected by the Financing Documents. 264 ( e) All covenants, obligations, and agreements of the District contained in this resolution, 265 the Bonds, and the executed, sealed, and delivered Financing Documents and Closing Documents to 266 which the District is a party, shall be considered to be the covenants, obligations, and agreements of 267 the District to the fullest extent authorized by law, and each of those covenants, obligations, and 268 agreements shall be binding upon the District, subject to the limitations set forth in this resolution. 269 (f) No person, including, but not limited to, the Borrower and any Bond owner, shall have 270 any claims against the District or any of its elected or appointed officials, officers, employees, or 271 agents for monetary damages suffered as a result of the failure of the District or any of its elected or 272 appointed officials, officers, employees or agents to perform any covenant, undertaking, or 273 obligation under this resolution, the Bonds, the Financing Documents, or the Closing Documents, 274 nor as a result of the incorrectness of any representation in or omission from the Financing 275 Documents or the Closing Documents, unless the District or its elected or appointed officials, 276 officers, employees, or agents have acted in a willful and fraudulent manner. 277 Sec. 11. District officials. 12 278 (a) Except as otherwise provided in section lO(f), the elected or appointed officials, officers, 279 employees, or agents of the District shall not be liable personally for the payment of the Bonds or be 280 subject to any personal liability by reason of the issuance, sale or delivery of the Bonds, or for any 281 representations, warranties, covenants, obligations, or agreements of the District contained in this 282 resolution, the Bonds, the Financing Documents, or the Closing Documents. 283 (b) The signature, countersignature, facsimile signature, or facsimile countersignature of 284 any official appearing on the Bonds, the Financing Documents, or the Closing Documents shall 285 be valid and sufficient for all purposes notwithstanding the fact that the individual signatory 286 ceases to hold that office before delivery of the Bonds, the Financing Documents, or the Closing 287 Documents. 288 Sec. 12. Maintenance of documents. 289 Copies of the specimen Bonds and of the final Financing Documents and Closing 290 Documents shall be filed in the Office of the Secretary of State of the District of Columbia. 291 Sec. 13. Information reporting. 292 Within three (3) days after the Mayor's receipt of the transcript of proceedings relating to 293 the issuance of the Bonds, the Mayor shall transmit a copy of the transcript to the Secretary to the 294 Council. 295 Sec. 14. Disclaimer. 296 (a) The issuance of Bonds is in the discretion of the District. Nothing contained in this 297 resolution, the Bonds, the Financing Documents, or the Closing Documents shall be construed as 298 obligating the District to issue any Bonds for the benefit of the Borrower or to participate in or assist 299 the Borrower in any way with financing, refinancing, or reimbursing the costs of the Project. The 300 Borrower shall have no claims for damages or for any other legal or equitable relief against the 13 301 District, its elected or appointed officials, officers, employees, or agents as a consequence of any 3 02 failure to issue any Bonds for the benefit of the Borrower. 303 (b) The District reserves the right to issue the Bonds in the order or priority it determines in 304 its sole and absolute discretion. The District gives no assurance and makes no representations that 305 any portion of any limited amount of bonds or other obligations, the interest on which is excludable 306 from gross income for federal income tax purposes, will be reserved or will be available at the time 307 of the proposed issuance of the Bonds. 308 ( c) The District, by adopting this resolution or by taking any other action in connection with 309 financing, refinancing, or reimbursing costs of the Project, does not provide any assurance that the 310 Project is viable or sound, that the Borrower is financially sound, or that amounts owing on the 311 Bonds or pursuant to the Loan will be paid. Neither the Borrower, any purchaser of the Bonds, nor 312 any other person shall rely upon the District with respect to these matters. 313 Sec. 15. Expiration. 314 If any Bonds are not issued, sold, and delivered to the original purchaser within three (3) 315 years of the date of this resolution, the authorization provided in this resolution with respect to the 316 issuance, sale, and delivery of the Bonds shall expire. 317 Sec. 16. Severability. 318 If any particular provision of this resolution, or the application thereof to any person or 319 circumstance is held invalid, the remainder of this resolution and the application of such provision 320 to other persons or circumstances shall not be affected thereby. If any action or inaction 321 contemplated under this resolution is determined to be contrary to the requirements of applicable 322 law, such action or inaction shall not be necessary for the purpose of issuing the Bonds, and the 323 validity of the Bonds shall not be adversely affected. 14 324 Sec. 17. Compliance with public approval requirement. 325 This approval shall constitute the approval of the Council as required in section 147(f) of the 326 . Internal Revenue Code of 1986, as amended, and section 490(k) of the Home Rule Act, for the 327 Project to be financed, refinanced, or reimbursed with the proceeds of the Bonds. This resolution 328 approving the issuance of the Bonds for the Project has been adopted by the Council after a public 329 hearing held at least seven (7) days after publication of notice in a newspaper of general circulation 330 in the District. 331 Sec. 18. Transmittal. 332 The Secretary to the Council shall transmit a copy of this resolution, upon its adoption, to 3 3 3 the Mayor. 334 Sec. 19. Fiscal impact statement. 335 The Council adopts the fiscal impact statement in the committee report as the fiscal impact 3 3 6 statement required by section 602( c )(3) of the Home Rule Act. 33 7 Sec. 20. Effective date. 338 This resolution shall take effect immediately. 15 The Washington International School Revenue Bond Project FACT SHEET The Washington International School ("WIS") has requested that the District of Columbia (the "District") issue up to $62,000,000 in tax-exempt revenue bonds to refinance the school's existing debt and to fund the cost associated with projects at the .3100 Macomb St., NW, campus. The Applicant Washington International School was founded and incorporated in 1966 in the District of Columbia as a 501(c)(3) nonprofit educational institution designed to meet the educational needs of the city's large international community and American families seeking an academically demanding independent education in an international environment. WIS provides a comprehensive curriculum, which focuses on the history and cultures of countries around the world. The resulting academic program draws on elements of many systems of education and serves both international and American students at every level. Additionally, WIS offers the International Baccalaureate Program, an accelerated program for 11 th and 12 th grades that allows students to enter colleges and universities worldwide and receive up to one year of college credit. Currently WIS has over 900 students with over 50% of the student body residing in the District of Columbia. There are approximately 90 different countries are represented in its student body, their families, and employees. The Proposed Proiect This financing will be used to fund the construction of a new interdisciplinary, science-centric building. The new building is designed to enhance the WIS curriculum by featuring state of the art science and robotic labs for the school. Financing Plan A summary of the proposed sources and uses of funds is set forth in Table 1 (attached). Feasibility/Structure/Security of the Bonds Stifel, the underwriter for the issuance, considered it financially feasible to undergo this transaction. Public Purpose Benefits The Washington International School provides a unique curriculum and another educational choice for District residents. Legal and Regulatory Affairs The law office of Squire Patton Boggs has preliminarily determined that the applicant is a 50l(c)(3) organization and that this project constitutes a permissible undertaking according to Section 490( a)(l) of the District of Columbia Home Rule Act. Based on the information set forth in the application, the Revenue Bond Program staff has determined that the proposed project complies with criteria for approval of a proposed financing through the District's Industrial Revenue Bond Program and will assist the Borrower in furthering its organizational mission. TABLE 1 PROPOSED SOURCES AND USES OF FUNDS SOURCES OF FUNDS Tax-Exempt Revenue Bond Proceeds $62,000,000 USES OF FUNDS New Construction $33,050,000 Refinancing/Refunding $28,200,000 Issuance Costs $750,000 Total Uses of Funds $62,000,000 GOVERNMENT OF THE DISTRICT OF COLUMBIA OFFICE OF THE ATTORNEY GENERAL Commercial Division Tax & Finance Section *** -- MEMORANDUM TO: FROM: William Liggins Director, Revenue Bond Program Office of the Deputy Mayor for Planning and Economic Development Patrick Allen Senior Assistant Attorney General Commercial Division DATE: March 13, 2023 SUBJECT: Legal Sufficiency Certification of the "Washington International School Revenue Bonds Project Approval Resolution of 2023 ". This is to certify that the Office of the Attorney General has reviewed the above referenced resolution and found it to be legally sufficient. If you have any questions in this regard, please do not hesitate to call me at (202) 724-7754. Patrick Allen Senior Assistant Attorney General