District Of Columbia 2023-2024 Regular Session

District Of Columbia Council Bill PR25-0193 Compare Versions

Version 1 (Old)

Version 2 (New)

Old	New		Differences
1		-	ENROLLED ORIGINAL
2		-
3		-
4		-
	1	+	MURIEL BOWSER
	2	+	MAYOR
	3	+	April 11, 2023
	4	+	The Honorable Phil Mendelson
	5	+	Chairman
	6	+	Council
	7	+	of the District of Columbia
	8	+	John
	9	+	A. Wilson Building
	10	+	1350 Pennsylvania Avenue, NW, Suite 504
	11	+	Washington, DC 20004
	12	+	Dear Chairman Mendelson:
	13	+	Pursuant to section 490
	14	+	of the District of Columbia Home Rule Act (D.C. Official Code § 1-
	15	+	204.90), enclosed for consideration and approval by the Council of the District of Columbia is a
	16	+	proposed resolution titled, "Washington International School Revenue Bonds Project Approval
	17	+	Resolution
	18	+	of 2023" (the "Resolution").
	19	+	The Resolution authorizes the issuance, sale, and delivery
	20	+	of tax-exempt revenue bonds, notes or
	21	+	other obligations in aggregate principal amount not to exceed $62,000,000.00. These bonds will be
	22	+	used for the financing, refinancing, or reimbursing
	23	+	of costs incurred by the Washington
	24	+	International School for projects at their Tregaron campus located at 3100 Macomb St., NW,
	25	+	Washington, DC, 20018, in Ward
	26	+	3.
	27	+	Washington International School ("WIS") was founded and incorporated in 1966 in the District of
	28	+	Columbia as a 501(c)(3) nonprofit educational institution designed to meet the educational needs of
	29	+	the city's large international community and American families seeking an academically
	30	+	demanding independent education in an international environment.
	31	+	WIS provides a comprehensive and challenging curriculum, which focuses on the history and
	32	+	cultures
	33	+	of countries around the world, draws on elements of many systems of education, and
	34	+	serves both international and American students at every level.
	35	+	The proposed financing will assist in furthering the efforts
	36	+	of Washington International School's
	37	+	mission to provide education and employment opportunities to the citizens
	38	+	of the District of
	39	+	Columbia.
	40	+	My administration is available to discuss any questions you may have regarding the proposed
	41	+	resolution. In order to facilitate a response, please have your staff contact Erika Satterlee,
	42	+	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.
	43	+	Sincerely, Chairman Phil Mendelson
	44	+	at the request
	45	+	of the Mayor
5	46		1
6		-
7		-	A RESOLUTION
8		-
9		-	25-153
10		-
	47	+	2
	48	+	3
	49	+	4
	50	+	5
	51	+	6
	52	+	7 A PROPOSED RESOLUTION
	53	+	8
	54	+	9
	55	+	10
	56	+	11
11	57		IN THE COUNCIL OF THE DISTRICT OF COLUMBIA
12		-
13		-	June 6, 2023
14		-
15		-
16		-	To authorize and provide for the issuance, sale, and delivery in an aggregate principal amount not to
17		-	exceed $62 million of District of Columbia revenue bonds in one or more series and to
18		-	authorize and provide for the loan of the proceeds of such bonds to assist the Washington
19		-	International School in the financing, refinancing, or reimbursing of costs associated with
20		-	an authorized project pursuant to section 490 of the District of Columbia Home Rule Act.
21		-
22		-	RESOLVED, BY THE COUNCIL OF THE DISTRICT OF COLUMBIA, That this
23		-	resolution may be cited as the “Washington International School Revenue Bonds Project Approval
24		-	Resolution of 2023”.
25		-
26		-	Sec. 2. Definitions.
27		-	For the purpose of this resolution, the term:
28		-	(1) “Authorized Delegate” means the Mayor or the Deputy Mayor for Planning and
29		-	Economic Development, or any officer or employee of the Executive Office of the Mayor to whom
30		-	the Mayor has delegated or to whom the foregoing individuals have subdelegated any of the
31		-	Mayor’s functions under this resolution pursuant to section 422(6) of the Home Rule Act.
32		-	(2) “Bond Counsel” means a firm or firms of attorneys designated as bond counsel
33		-	from time to time by the Mayor.
34		-	(3) “Bonds” means the District of Columbia revenue bonds, notes, or other
35		-	obligations (including refunding bonds, notes, and other obligations), in one or more series,
36		-	authorized to be issued pursuant to this resolution.
37		-	(4) “Borrower” means the owner, operator, manager and user of the assets
38		-	financed, refinanced, or reimbursed with proceeds from the Bonds, which shall be Washington
39		-	International School, a nonprofit corporation, organized under the laws of the District of Columbia,
40		-	which is exempt from federal income taxes under 26 U.S.C § 501(a) as an organization described in
41		-	26 U.S.C. § 501(c)(3), and which is liable for the repayment of the Bonds.
42		-	(5) “Closing Documents” means all documents and agreements other than
43		-	Financing Documents that may be necessary and appropriate to issue, sell, and deliver the Bonds
44		-	and to make the Loan contemplated thereby, and includes agreements, certificates, letters, opinions,
45		-	forms, receipts, and other similar instruments.
46		-	(6) “District” means the District of Columbia. ENROLLED ORIGINAL
47		-
48		-
49		-
50		-	2
51		-
52		-	(7) “Financing Documents” means the documents other than Closing Documents
53		-	that relate to the financing or refinancing of transactions to be effected through the issuance, sale,
54		-	and delivery of the Bonds and the making of the Loan, including any offering document, and any
55		-	required supplements to any such documents.
56		-	(8) “Home Rule Act” means the District of Columbia Home Rule Act, approved
57		-	December 24, 1973 (87 Stat. 774; D.C. Official Code § 1-201.01 et seq.).
58		-	(9) “Issuance Costs” means all fees, costs, charges, and expenses paid or incurred
59		-	in connection with the authorization, preparation, printing, issuance, sale, and delivery of the Bonds
60		-	and the making of the Loan, including, but not limited to, underwriting, legal, accounting, rating
61		-	agency, and all other fees, costs, charges, and expenses incurred in connection with the development
62		-	and implementation of the Financing Documents, the Closing Documents, and those other
63		-	documents necessary or appropriate in connection with the authorization, preparation, printing,
64		-	issuance, sale, marketing, and delivery of the Bonds and the making of the Loan contemplated
65		-	thereby, together with financing fees, costs, and expenses, including program fees and
66		-	administrative fees charged by the District, fees paid to financial institutions and insurance
67		-	companies, letter of credit fees (if any), compensation to financial advisors and other persons (other
68		-	than full-time employees of the District) and entities performing services on behalf of or as agents
69		-	for the District.
70		-	(10) “Loan” means the District’s lending of proceeds from the sale, in one or more
71		-	series, of the Bonds to the Borrower.
72		-	(11) “Project” means the financing, refinancing, or reimbursing of all or a portion of
73		-	the Borrower's costs of:
74		-	(A) Refunding the outstanding District of Columbia Revenue Refunding Bonds
75		-	(Washington International School Issue) Series 2018 (“Series 2018 Bonds”), the proceeds of
76		-	which were used to refund, including any pre-payment fee for, the District of Columbia Revenue
77		-	Bonds (Washington International School Issue) Series 2013 (“Series 2013 Bonds”), the proceeds
	58	+	12 To authorize and provide for the issuance, sale, and delivery in an aggregate principal amount not to
	59	+	13 exceed $62 million of District of Columbia revenue bonds in one or more series and to
	60	+	14 authorize and provide for the loan
	61	+	of the proceeds of such bonds to assist the Washington
	62	+	15 International School in the financing, refinancing, or reimbursing of costs associated with
	63	+	16 an authorized project pursuant to section 490
	64	+	of the District of Columbia Home Rule Act.
	65	+	17
	66	+	18 RESOLVED, BY THE COUNCIL OF THE DISTRICT OF COLUMBIA, that this
	67	+	19 resolution
	68	+	may be cited as the "Washington International School Revenue Bonds Project Approval
	69	+	20 Resolution
	70	+	of 2023 ".
	71	+	21
	72	+	22 Sec. 2. Definitions.
	73	+	23 For the purpose
	74	+	of this resolution, the term:
	75	+	24 (1) "Authorized Delegate" means the Mayor or the Deputy Mayor for Planning and
	76	+	25 Economic Development, or any officer or employee
	77	+	of the Executive Office of the Mayor to whom
	78	+	26 the Mayor has delegated or to whom the foregoing individuals have subdelegated any
	79	+	of the
	80	+	27
	81	+	Mayor's functions under this resolution pursuant to section 422(6) of the Home Rule Act.
	82	+	28 (2)
	83	+	"Bond Counsel" means a firm or firms of attorneys designated as bond counsel
	84	+	29 from time to time
	85	+	by the Mayor. 30 (3) "Bonds" means the District of Columbia revenue bonds, notes, or other
	86	+	31 obligations (including refunding bonds, notes, and other obligations), in one or more series,
	87	+	32 authorized to be issued pursuant to this resolution.
	88	+	33 (4) "Borrower" means the owner, operator, manager and user of the assets
	89	+	34 financed, refinanced, or reimbursed with proceeds from the Bonds, which shall be Washington
	90	+	35 International School, a non-profit corporation, organized under the laws of the District of
	91	+	36 Columbia, which is exempt from federal income taxes under 26 U.S.C § 501(a) as an organization
	92	+	37 described in 26 U.S.C. § 50l(c)(3), and which
	93	+	is liable for the repayment of the Bonds.
	94	+	38 (5) "Closing Documents" means all documents and agreements other than
	95	+	39 Financing Documents that may be necessary and appropriate to issue, sell, and deliver the Bonds
	96	+	40 and
	97	+	to make the Loan contemplated thereby, and includes agreements, certificates, letters, opinions,
	98	+	41 forms, receipts, and other similar instruments.
	99	+	42 (6) "District" means the District
	100	+	of Columbia.
	101	+	43 (7) "Financing Documents" means the documents other than Closing Documents
	102	+	44 that relate to the financing or refinancing
	103	+	of transactions to be effected through the issuance, sale,
	104	+	45 and delivery of the Bonds and the making of the Loan, including any offering document, and any
	105	+	46 required supplements to any such documents.
	106	+	4 7 (8) "Home Rule Act" means the District
	107	+	of Columbia Home Rule Act, approved
	108	+	48 December 24, 1973 (87 Stat. 774; D.C. Official Code§ 1-201.01 et seq.).
	109	+	49 (9) "Issuance Costs" means all fees, costs, charges, and expenses paid or incurred
	110	+	5 0 in connection with the authorization, preparation, printing, issuance, sale, and delivery of the Bonds
	111	+	51 and the making of the Loan, including, but not limited to, underwriting, legal, accounting, rating
	112	+	52 agency, and all other fees, costs, charges, and expenses incurred in connection with the development
	113	+	2 53 and implementation of the Financing Documents, the Closing Documents, and those other
	114	+	54 documents necessary or appropriate in connection with the authorization, preparation, printing,
	115	+	5 5 issuance, sale, marketing, and delivery
	116	+	of the Bonds and the making of the Loan contemplated
	117	+	56 thereby, together with financing fees, costs, and expenses, including program fees and
	118	+	57 administrative fees charged by the District, fees paid to financial institutions and insurance
	119	+	58 companies, letter of credit fees (if any), compensation to financial advisors and other persons ( other
	120	+	59 than full-time employees
	121	+	of the District) and entities performing services on behalf of or as agents
	122	+	60 for the District.
	123	+	61 (10) "Loan" means the District's lending of proceeds from the sale, in one or more
	124	+	62 series,
	125	+	of the Bonds to the Borrower.
	126	+	63 (11) "Project" means the financing, refinancing or reimbursing of all or a portion of
	127	+	64 the Borrower's costs of:
	128	+	65 (A) refunding the outstanding District of Columbia Revenue Refunding Bonds
	129	+	66 (Washington International School Issue) Series 2018 (the "Series 2018 Bonds"), the proceeds
	130	+	of
	131	+	67 which were used to:
	132	+	68 (i) refund, including any pre-payment fee for, the District of Columbia
	133	+	69 Revenue Bonds (Washington International School Issue) Series 2013 (the "Series 2013 Bonds"),
	134	+	70 the proceeds
78	135		of which were used to:
79		-	(i) Refund the outstanding District of Columbia Revenue Bonds
80		-	(Washington International School Issue) Series 2003 (“Series 2003 Bonds”), the proceeds of
81		-	which were used to refund the outstanding District of Columbia Revenue Bonds (Washington
82		-	International School Project) Series 1999 (“Series 1999 Bonds”), the proceeds of which were
83		-	used to finance, refinance or reimburse the Borrower for certain costs incurred in connection
84		-	with the construction, renovation, furnishing, and equipping of certain facilities on the
85		-	Borrower’s existing middle and upper school campus located at 3100 Macomb Street, NW,
86		-	Washington, DC 20008 (“Macomb Street Campus”), the construction, renovation, furnishing,
87		-	and equipping of certain facilities on the Borrower’s existing primary school campus located at
88		-	1690 36
	136	+	71 (I) refund the outstanding District of Columbia Revenue Bonds
	137	+	72 (Washington International School Issue) Series 2003 (the "Series 2003 Bonds"), the
	138	+	73 proceeds of which were used to:
	139	+	74 (1) refund the outstanding District
	140	+	of Columbia Revenue
	141	+	75 Bonds (Washington International School Project) Series 1999 (the "Series 1999 Bonds"),
	142	+	3 76
	143	+	77
	144	+	78
	145	+	79
	146	+	80
	147	+	81
	148	+	82
	149	+	83
	150	+	84
	151	+	85
	152	+	86
	153	+	87
	154	+	88
	155	+	89
	156	+	90
	157	+	91
	158	+	92
	159	+	93
	160	+	94
	161	+	95
	162	+	96
	163	+	97
	164	+	98
	165	+	the proceeds of which were used to finance, refinance or reimburse the Borrower for certain
	166	+	costs incurred in connection with (a) the construction, renovation, furnishing, and
	167	+	equipping
	168	+	of certain facilities on the Borrower's existing middle and upper school campus
	169	+	located at 3100 Macomb Street, NW, Washington, D.C. 20008 (the "Macomb Street
	170	+	Campus"), (b) the construction, renovation, furnishing, and equipping
	171	+	of certain facilities
	172	+	on the Borrower's existing primary school campus located at 1690 36
89	173		th
90		-	Street, NW, Washington, DC 20007 (“Georgetown Campus”), and certain costs of
91		-	issuance for the Series 1999 Bonds; fund costs of certain improvements to the Macomb Street
92		-	Campus and the Georgetown Campus; pay certain Issuance Costs of the Series 2003 Bonds and
93		-	fees and premiums for any bond insurance or credit enhancement; ENROLLED ORIGINAL
94		-
95		-
96		-
	174	+	Street, NW,
	175	+	Washington, D.C. 20007 (the "Georgetown Campus"), and (c) certain costs
	176	+	of issuance for
	177	+	the Series 1999 Bonds;
	178	+	(2) fund costs
	179	+	of certain improvements to the Macomb Street
	180	+	Campus and the Georgetown Campus;
	181	+	(3) pay certain Issuance Costs
	182	+	of the Series 2003 Bonds, and
	183	+	\_
	184	+	fees and premiums for any bond insurance or credit enhancement;
	185	+	(II) refund, including any pre-payment fee for, the outstanding
	186	+	District
	187	+	of Columbia Revenue Bonds (Washing;ton International School Issue) Series 2006
	188	+	(the "Series 2006 Bonds"), the proceeds
	189	+	of which were used to:
	190	+	(
	191	+	1) finance, refinance, or reimburse the Borrower for certain
	192	+	costs incurred in connection with the construction or renovation
	193	+	of a library, additional
	194	+	classrooms and a theatre, all on the Borrower's Macomb Street Campus,
	195	+	(2) fund capitalized interest, and
	196	+	(3) pay certain Issuance Costs, and fees and premiums for
	197	+	any bond insurance, credit enhancement and other related costs;
	198	+	(III) renovate the Borrower's building located on the Macomb Street
	199	+	Campus known
	200	+	as the Tregaron Mansion, its surrounding grounds (including, but not
	201	+	4 99 limited to, with respect to certain geothermal improvements), and an adjacent cottage
	202	+	100 known
	203	+	as the Dacha, and make other capital improvements to the Macomb Street Campus
	204	+	101 including, but not limited to, renovations to other Macomb Street Campus buildings known
	205	+	102 as the Greenhouse, the Gardener's Cottage and the Academic, Arts & Athletics Building;
	206	+	103 and
	207	+	104 (IV) pay Issuance Costs
	208	+	of the Series 2013 Bonds;
	209	+	105 (ii) pay Issuance Costs
	210	+	of the Series 2018 Bonds.
	211	+	106 (B) certain capital improvements to the Macomb Street Campus, including but
	212	+	107 not limited to, the renovation, fit-out, equipping and development
	213	+	of the new science centric
	214	+	108 school building, the revitalization
	215	+	of the Academic Walk and other areas, the restoration of the
	216	+	109 historic four-square garden area, creating improved outdoor social gathering spaces, relocation
	217	+	of
	218	+	110 the Dacha, and reclamation of areas in the Carriage House;
	219	+	111 (C) funding any credit enhancement costs, liquidity costs, capitalized
	220	+	112 interest, or debt service reserve fund relating to the Bonds; and
	221	+	113 (D) paying allowable Issuance Costs.
	222	+	114 Sec.
	223	+	3. Findings.
	224	+	115 The Council finds that:
	225	+	116 (1) Section 490
	226	+	of the Home Rule Act provides that the Council may by resolution
	227	+	11 7 authorize the issuance of District revenue bonds, notes, or other obligations (including refunding
	228	+	118 bonds, notes, or other obligations) to borrow money to finance, refinance, or reimburse and to assist
	229	+	119 in the financing, refinancing, or reimbursing
	230	+	of undertakings in certain areas designated in section
	231	+	120 490 and may effect the financing, refinancing, or reimbursement by loans made directly or
	232	+	5 121 indirectly to any individual or legal entity, by the purchase of any mortgage, note, or other security,
	233	+	122 or
	234	+	by the purchase, lease, or sale of any property.
	235	+	123 (2) The Borrower has requested the District to issue, sell, and deliver revenue
	236	+	124 bonds, in one or more series, in an aggregate principal amount not to exceed $62 million, and to
	237	+	125 make the Loan for the purpose
	238	+	of financing, refinancing, or reimbursing costs of the Project.
	239	+	126 (3) The Project is located in the District and will contribute to the health, education,
	240	+	127 safety, or welfare of, or the creation or preservation
	241	+	of jobs for, residents of the District, or to
	242	+	128 economic development
	243	+	of the District.
	244	+	129 (4) The Project is an undertaking in the area
	245	+	of elementary, secondary and college
	246	+	130 and university facilities within the meaning
	247	+	of section 490 of the Home Rule Act.
	248	+	131 (5) The authorization, issuance, sale, and delivery of the Bonds and the Loan to the
	249	+	13 2 Borrower are desirable, are in the public interest, will promote the purpose and intent of section 490
	250	+	133
	251	+	of the Home Rule Act, and will assist the Project.
	252	+	134 Sec.
	253	+	4. Bond authorization.
	254	+	135 (a) The Mayor is authorized pursuant to the Home Rule Act and this resolution to assist in
	255	+	136 financing, refinancing, or reimbursing the costs
	256	+	of the Project by:
	257	+	13 7 (1) The issuance, sale, and delivery of the Bonds, in one or more series, in an
	258	+	13 8 aggregate principal amount not to exceed $62 million; and
	259	+	139 (2) The making
	260	+	of the Loan.
	261	+	140 (b) The Mayor is authorized to make the Loan to the Borrower for the purpose
	262	+	of financing,
	263	+	141 refinancing, or reimbursing the costs of the Project and establishing any fund with respect to the
	264	+	142 Bonds as required
	265	+	by the Financing Documents.
	266	+	6 143 ( c) The Mayor may charge a program fee to the Borrower, including, but not limited to, an
	267	+	144 amount sufficient to cover costs and expenses incurred by the District in connection with the
	268	+	145 issuance, sale, and delivery
	269	+	of each series of the Bonds, the District's participation in the monitoring
	270	+	146
	271	+	of the use of the Bond proceeds and compliance with any public benefit agreements with the
	272	+	14 7 District, and maintaining official records of each bond transaction and assisting in the redemption,
	273	+	148 repurchase, and remarketing
	274	+	of the Bonds.
	275	+	149 (
	276	+	d) The Bond authorization set forth in this resolution includes the authorization to issue
	277	+	150 refunding Bonds to refinance any Bonds previously issued under this resolution to finance the
	278	+	151 Project; provided, that the maximum principal amount of Bonds outstanding at any time does not
	279	+	152 exceed the maximum principal amount
	280	+	of Bonds authorized hereunder.
	281	+	153 Sec. 5. Bond details.
	282	+	154 (a) The Mayor and each Authorized Delegate
	283	+	is authorized to take any action reasonably
	284	+	155 necessary or appropriate in accordance with this resolution in connection with the preparation,
	285	+	156 execution, issuance, sale, delivery, security for, and payment
	286	+	of the Bonds of each series, including,
	287	+	157 but not limited to, determinations
	288	+	of:
	289	+	15 8 ( 1) The final form, content, designation, and terms of the Bonds, including a
	290	+	15 9 determination that the Bonds may be issued in certificated or book-entry form;
	291	+	160 (2) The principal amount
	292	+	of the Bonds to be issued and denominations of the
	293	+	161 Bonds;
	294	+	162 (3) The rate or rates
	295	+	of interest or the method for determining the rate or rates of
	296	+	163 interest on the Bonds;
	297	+	164 ( 4) The date or dates
	298	+	of issuance, sale, and delivery of, and the payment of interest
	299	+	165 on the Bonds, and the maturity date or dates
	300	+	of the Bonds;
	301	+	7 166 ( 5) The terms under which the Bonds may be paid, optionally or mandatorily
	302	+	167 redeemed, accelerated, tendered, called, or put for redemption, repurchase, or remarketing before
	303	+	168 their respective stated maturities;
	304	+	169 ( 6) Provisions for the registration, transfer, and exchange
	305	+	of the Bonds and the
	306	+	170 replacement
	307	+	of mutilated, lost, stolen, or destroyed Bonds;
	308	+	171 (7) The creation of any reserve fund, sinking fund, or other fund with respect to the
	309	+	172 Bonds;
	310	+	1
	311	+	73 (8) The time and place of payment of the Bonds;
	312	+	174 (9) Procedures for monitoring the use
	313	+	of the proceeds received from the sale of the
	314	+	175 Bonds to ensure that the proceeds are properly applied to the Project and used to accomplish the
	315	+	17 6 purposes of the Home Rule Act and this resolution;
	316	+	177 (10) Actions necessary to qualify the Bonds under blue sky laws
	317	+	of any jurisdiction
	318	+	178 where the Bonds are marketed; and
	319	+	179 (11) The terms and types
	320	+	of credit enhancement under which the Bonds may be
	321	+	180 secured.
	322	+	181 (b) The Bonds shall contain a legend, which shall provide that the Bonds are special
	323	+	182 obligations
	324	+	of the District, are without recourse to the District, are not a pledge of, and do not
	325	+	183 involve the faith and credit or the taxing power of the District, do not constitute a debt of the
	326	+	184 District, and
	327	+	do not constitute lending of the public credit for private undertakings as prohibited in
	328	+	185 section 602(a)(2) of the Home Rule Act.
	329	+	186 (
	330	+	c) The Bonds shall be executed in the name of the District and on its behalf by the manual
	331	+	187 or facsimile signature
	332	+	of the Mayor, and attested by the Secretary of the District of Columbia by the
	333	+	188 Secretary
	334	+	of the District of Columbia's manual or facsimile signature. The Mayor's execution and
	335	+	8 189 delivery of the Bonds shall constitute conclusive evidence of the Mayor's approval, on behalf of the
	336	+	190 District,
	337	+	of the final form and content of the Bonds.
	338	+	191 ( d) The official seal of the District, or a facsimile of it, shall be impressed, printed, or
	339	+	192 otherwise reproduced on the Bonds.
	340	+	193 ( e) The Bonds of any series may be issued in accordance with the terms of a trust instrument
	341	+	194 to be entered into by the District and a trustee to be selected by the Borrower subject
	342	+	to the approval
	343	+	195
	344	+	of the Mayor, and may be subject to the terms of one or more agreements entered into by the Mayor
	345	+	196 pursuant
	346	+	to section 490(a)(4) of the Home Rule Act.
	347	+	197 (
	348	+	f) The Bonds may be issued at any time or from time to time in one or more issues and in
	349	+	198 one or more senes.
	350	+	199 Sec.
	351	+	6. Sale of the Bonds.
	352	+	200 (a) The Bonds
	353	+	of any series may be sold at negotiated or competitive sale at, above, or
	354	+	201 below par, to one or more persons or entities, and upon terms that the Mayor considers to be in the
	355	+	202 best interest
	356	+	of the District.
	357	+	203 (b) The Mayor or an Authorized Delegate may execute, in connection with each sale
	358	+	of the
	359	+	204 Bonds, offering documents on behalf
	360	+	of the District, may deem final any such offering document on
	361	+	205 behalf
	362	+	of the District for purposes of compliance with federal laws and regulations governing such
	363	+	206 matters and may authorize the distribution
	364	+	of the documents in connection with the sale of the
	365	+	207 Bonds.
	366	+	208 (
	367	+	c) The Mayor is authorized to deliver the executed and sealed Bonds, on behalf of the
	368	+	209 District, for authentication, and, after the Bonds have been authenticated, to deliver the Bonds
	369	+	to the
	370	+	210 original purchasers
	371	+	of the Bonds upon payment of the purchase price.
	372	+	9 211 ( d) The Bonds shall not be issued until the Mayor receives an approving opinion from Bond
	373	+	212 Counsel
	374	+	as to the validity of the Bonds of such series and, if the interest on the Bonds is expected to
	375	+	213 be exempt from federal income taxation, the treatment of the interest on the Bonds for purposes of
	376	+	214 federal income taxation.
	377	+	215 Sec.
	378	+	7. Payment and security.
	379	+	216 (a) The principal of, premium,
	380	+	if any, and interest on, the Bonds shall be payable solely from
	381	+	21 7 proceeds received from the sale of the Bonds, income realized from the temporary investment of
	382	+	218 those proceeds, receipts and revenues realized by the District from the Loan, income realized from
	383	+	219 the temporary investment
	384	+	of those receipts and revenues prior to payment to the Bond owners, other
	385	+	220 moneys that,
	386	+	as provided in the Financing Documents, may be made available to the District for the
	387	+	221 payment of the Bonds, and other sources of payment (other than from the District), all as provided
	388	+	222 for in the Financing Documents.
	389	+	223 (b) Payment
	390	+	of the Bonds shall be secured as provided in the Financing Documents and by
	391	+	224 an assignment by the District for the benefit
	392	+	of the Bond owners of certain of its rights under the
	393	+	225 Financing Documents and Closing Documents, including a security interest in certain collateral,
	394	+	if
	395	+	226 any, to the trustee for the Bonds pursuant to the Financing Documents.
	396	+	227 (c) The trustee
	397	+	is authorized to deposit, invest, and disburse the proceeds received from the
	398	+	228 sale
	399	+	of the Bonds pursuant to the Financing Documents.
	400	+	229 Sec.
	401	+	8. Financing and Closing Documents.
	402	+	230 (a) The Mayor
	403	+	is authorized to prescribe the final form and content of all Financing
	404	+	231 Documents and all Closing Documents that may be necessary or appropriate to issue, sell, and
	405	+	232 deliver the Bonds and to make the Loan to the Borrower.
	406	+	10 233 (b) The Mayor is authorized to execute, in the name of the District and on its behalf, the
	407	+	234 Financing Documents and any Closing Documents to which the District is a party
	408	+	by the Mayor's
	409	+	23 5 manual or facsimile signature.
	410	+	236 (c)
	411	+	If required, the official seal of the District, or a facsimile of it, shall be impressed,
	412	+	23 7 printed, or otherwise reproduced on the Financing Documents and the Closing Documents to which
	413	+	238 the District is a party.
	414	+	239 (d) The Mayor's execution and delivery
	415	+	of the Financing Documents and the Closing
	416	+	240 Documents to which the District
	417	+	is a party shall constitute conclusive evidence of the Mayor's
	418	+	241 approval, on behalf
	419	+	of the District, of the final form and content of the executed Financing
	420	+	242 Documents and the executed Closing Documents.
	421	+	243 ( e) The Mayor
	422	+	is authorized to deliver the executed and sealed Financing Documents and
	423	+	244 Closing Documents, on behalf
	424	+	of the District, prior to or simultaneously with the issuance, sale, and
	425	+	245 delivery
	426	+	of the Bonds, and to ensure the due performance of the obligations of the District contained
	427	+	246 in the executed, sealed, and delivered Financing Documents and Closing Documents.
	428	+	24 7 Sec.
	429	+	9. Authorized delegation of authority.
	430	+	248 To the extent permitted by District and federal laws, the Mayor may delegate to any
	431	+	249 Authorized Delegate the performance
	432	+	of any function authorized to be performed by the Mayor
	433	+	250 under this resolution.
	434	+	251 Sec.
	435	+	10. Limited liability.
	436	+	252 (a) The Bonds shall be special obligations
	437	+	of the District. The Bonds shall be without
	438	+	253 recourse to the District. The Bonds shall not be general obligations
	439	+	of the District, shall not be a
	440	+	254 pledge
	441	+	of or involve the faith and credit or the taxing power of the District, shall not constitute a
	442	+	11 255 debt of the District, and shall not constitute lending of the public credit for private undertakings as
	443	+	256 prohibited in section 602(a)(2) of the Home Rule Act.
	444	+	257 (b) The Bonds shall not give rise to any pecuniary liability
	445	+	of the District and the District
	446	+	25 8 shall have no obligation with respect to the purchase
	447	+	of the Bonds.
	448	+	259 (c) Nothing contained in the Bonds, in the Financing Documents, or in the Closing
	449	+	260 Documents shall create an obligation on the part
	450	+	of the District to make payments with respect to
	451	+	261 the Bonds from sources other than those listed for that purpose in section
	452	+	7.
	453	+	262 ( d) The District shall have no liability for the payment of any Issuance Costs or for any
	454	+	263 transaction or event to
	455	+	be effected by the Financing Documents.
	456	+	264 ( e) All covenants, obligations, and agreements
	457	+	of the District contained in this resolution,
	458	+	265 the Bonds, and the executed, sealed, and delivered Financing Documents and Closing Documents to
	459	+	266 which the District is a party, shall
	460	+	be considered to be the covenants, obligations, and agreements of
	461	+	267 the District to the fullest extent authorized by law, and each of those covenants, obligations, and
	462	+	268 agreements shall
	463	+	be binding upon the District, subject to the limitations set forth in this resolution.
	464	+	269 (f)
	465	+	No person, including, but not limited to, the Borrower and any Bond owner, shall have
	466	+	270 any claims against the District or any
	467	+	of its elected or appointed officials, officers, employees, or
	468	+	271 agents for monetary damages suffered
	469	+	as a result of the failure of the District or any of its elected or
	470	+	272 appointed officials, officers, employees or agents to perform any covenant, undertaking, or
	471	+	273 obligation under this resolution, the Bonds, the Financing Documents, or the Closing Documents,
	472	+	274 nor as a result
	473	+	of the incorrectness of any representation in or omission from the Financing
	474	+	275 Documents or the Closing Documents, unless the District or its elected or appointed officials,
	475	+	276 officers, employees, or agents have acted in a willful and fraudulent manner.
	476	+	277 Sec. 11. District officials.
	477	+	12 278 (a) Except as otherwise provided in section lO(f), the elected or appointed officials, officers,
	478	+	279 employees, or agents
	479	+	of the District shall not be liable personally for the payment of the Bonds or be
	480	+	280 subject to any personal liability by reason
	481	+	of the issuance, sale or delivery of the Bonds, or for any
	482	+	281 representations, warranties, covenants, obligations, or agreements of the District contained in this
	483	+	282 resolution, the Bonds, the Financing Documents, or the Closing Documents.
	484	+	283 (b) The signature, countersignature, facsimile signature, or facsimile countersignature
	485	+	of
	486	+	284 any official appearing on the Bonds, the Financing Documents, or the Closing Documents shall
	487	+	285 be valid and sufficient for all purposes notwithstanding the fact that the individual signatory
	488	+	286 ceases to hold that office before delivery
	489	+	of the Bonds, the Financing Documents, or the Closing
	490	+	287 Documents.
	491	+	288 Sec.
	492	+	12. Maintenance of documents.
	493	+	289 Copies
	494	+	of the specimen Bonds and of the final Financing Documents and Closing
	495	+	290 Documents shall be filed in the Office
	496	+	of the Secretary of State of the District of Columbia.
	497	+	291 Sec. 13. Information reporting.
	498	+	292 Within three (3) days after the Mayor's receipt
	499	+	of the transcript of proceedings relating to
	500	+	293 the issuance
	501	+	of the Bonds, the Mayor shall transmit a copy of the transcript to the Secretary to the
	502	+	294 Council.
	503	+	295 Sec.
	504	+	14. Disclaimer.
	505	+	296 (a) The issuance
	506	+	of Bonds is in the discretion of the District. Nothing contained in this
	507	+	297 resolution, the Bonds, the Financing Documents, or the Closing Documents shall be construed
	508	+	as
	509	+	298 obligating the District to issue any Bonds for the benefit of the Borrower or to participate in or assist
	510	+	299 the Borrower in any way with financing, refinancing, or reimbursing the costs
	511	+	of the Project. The
	512	+	300 Borrower shall have no claims for damages or for any other legal or equitable relief against the
	513	+	13 301 District, its elected or appointed officials, officers, employees, or agents as a consequence of any
97	514		3
98		-
99		-	(ii) Refund, including any pre-payment fee for, the outstanding District of
100		-	Columbia Revenue Bonds (Washington International School Issue) Series 2006 (“Series 2006
101		-	Bonds”), the proceeds of which were used to finance, refinance, or reimburse the Borrower for
102		-	certain costs incurred in connection with the construction or renovation of a library, additional
103		-	classrooms, and a theatre, all on the Borrower’s Macomb Street Campus, fund capitalized
104		-	interest, pay certain Issuance Costs and fees and premiums for any bond insurance, credit
105		-	enhancement, and other related costs;
106		-	(iii) Renovate the Borrower’s building located on the Macomb Street
107		-	Campus known as the Tregaron Mansion, its surrounding grounds, including, but not limited to,
108		-	with respect to certain geothermal improvements, and an adjacent cottage known as the Dacha,
109		-	and make other capital improvements to the Macomb Street Campus, including, but not limited
110		-	to, renovations to other Macomb Street Campus buildings known as the Greenhouse, the
111		-	Gardener’s Cottage and the Academic, Arts & Athletics Building, and pay Issuance Costs of the
112		-	Series 2013 Bonds; and
113		-	(iv) Pay Issuance Costs of the Series 2018 Bonds;
114		-	(B) Certain capital improvements to the Macomb Street Campus, including but not
115		-	limited to, the renovation, fit-out, equipping, and development of the new science centric school
116		-	building, the revitalization of the Academic Walk and other areas, the restoration of the historic
117		-	four-square garden area, creating improved outdoor social gathering spaces, relocation of the Dacha,
118		-	and reclamation of areas in the Carriage House;
119		-	(C) Funding any credit enhancement costs, liquidity costs, capitalized interest, or
120		-	debt service reserve fund relating to the Bonds; and
121		-	(D) Paying allowable Issuance Costs.
122		-
123		-	Sec. 3. Findings.
124		-	The Council finds that:
125		-	(1) Section 490 of the Home Rule Act provides that the Council may by resolution
126		-	authorize the issuance of District revenue bonds, notes, or other obligations (including refunding
127		-	bonds, notes, or other obligations) to borrow money to finance, refinance, or reimburse and to assist
128		-	in the financing, refinancing, or reimbursing of undertakings in certain areas designated in section
129		-	490 and may effect the financing, refinancing, or reimbursement by loans made directly or
130		-	indirectly to any individual or legal entity, by the purchase of any mortgage, note, or other security,
131		-	or by the purchase, lease, or sale of any property.
132		-	(2) The Borrower has requested the District to issue, sell, and deliver revenue
133		-	bonds, in one or more series, in an aggregate principal amount not to exceed $62 million, and to
134		-	make the Loan for the purpose of financing, refinancing, or reimbursing costs of the Project.
135		-	(3) The Project is located in the District and will contribute to the health, education,
136		-	safety, or welfare of, or the creation or preservation of jobs for, residents of the District, or to
137		-	economic development of the District. ENROLLED ORIGINAL
138		-
139		-
140		-
141		-	4
142		-
143		-	(4) The Project is an undertaking in the area of elementary, secondary and college
144		-	and university facilities within the meaning of section 490 of the Home Rule Act.
145		-	(5) The authorization, issuance, sale, and delivery of the Bonds and the Loan to the
146		-	Borrower are desirable, are in the public interest, will promote the purpose and intent of section 490
147		-	of the Home Rule Act, and will assist the Project.
148		-
149		-	Sec. 4. Bond authorization.
150		-	(a) The Mayor is authorized pursuant to the Home Rule Act and this resolution to assist in
151		-	financing, refinancing, or reimbursing the costs of the Project by:
152		-	(1) The issuance, sale, and delivery of the Bonds, in one or more series, in an
153		-	aggregate principal amount not to exceed $62 million; and
154		-	(2) The making of the Loan.
155		-	(b) The Mayor is authorized to make the Loan to the Borrower for the purpose of financing,
156		-	refinancing, or reimbursing the costs of the Project and establishing any fund with respect to the
157		-	Bonds as required by the Financing Documents.
158		-	(c) The Mayor may charge a program fee to the Borrower, including, but not limited to, an
159		-	amount sufficient to cover costs and expenses incurred by the District in connection with the
160		-	issuance, sale, and delivery of each series of the Bonds, the District’s participation in the monitoring
161		-	of the use of the Bond proceeds and compliance with any public benefit agreements with the
162		-	District, and maintaining official records of each bond transaction and assisting in the redemption,
163		-	repurchase, and remarketing of the Bonds.
164		-	(d) The Bond authorization set forth in this resolution includes the authorization to issue
165		-	refunding Bonds to refinance any Bonds previously issued under this resolution to finance the
166		-	Project; provided, that the maximum principal amount of Bonds outstanding at any time does not
167		-	exceed the maximum principal amount of Bonds authorized hereunder.
168		-
169		-	Sec. 5. Bond details.
170		-	(a) The Mayor and each Authorized Delegate is authorized to take any action reasonably
171		-	necessary or appropriate in accordance with this resolution in connection with the preparation,
172		-	execution, issuance, sale, delivery, security for, and payment of the Bonds of each series, including,
173		-	but not limited to, determinations of:
174		-	(1) The final form, content, designation, and terms of the Bonds, including a
175		-	determination that the Bonds may be issued in certificated or book-entry form;
176		-	(2) The principal amount of the Bonds to be issued and denominations of the
177		-	Bonds;
178		-	(3) The rate or rates of interest or the method for determining the rate or rates of
179		-	interest on the Bonds;
180		-	(4) The date or dates of issuance, sale, and delivery of, and the payment of interest
181		-	on the Bonds, and the maturity date or dates of the Bonds; ENROLLED ORIGINAL
182		-
183		-
184		-
185		-	5
186		-
187		-	(5) The terms under which the Bonds may be paid, optionally or mandatorily
188		-	redeemed, accelerated, tendered, called, or put for redemption, repurchase, or remarketing before
189		-	their respective stated maturities;
190		-	(6) Provisions for the registration, transfer, and exchange of the Bonds and the
191		-	replacement of mutilated, lost, stolen, or destroyed Bonds;
192		-	(7) The creation of any reserve fund, sinking fund, or other fund with respect to the
193		-	Bonds;
194		-	(8) The time and place of payment of the Bonds;
195		-	(9) Procedures for monitoring the use of the proceeds received from the sale of the
196		-	Bonds to ensure that the proceeds are properly applied to the Project and used to accomplish the
197		-	purposes of the Home Rule Act and this resolution;
198		-	(10) Actions necessary to qualify the Bonds under blue sky laws of any jurisdiction
199		-	where the Bonds are marketed; and
200		-	(11) The terms and types of credit enhancement under which the Bonds may be
201		-	secured.
202		-	(b) The Bonds shall contain a legend, which shall provide that the Bonds are special
203		-	obligations of the District, are without recourse to the District, are not a pledge of, and do not
204		-	involve the faith and credit or the taxing power of the District, do not constitute a debt of the
205		-	District, and do not constitute lending of the public credit for private undertakings as prohibited in
206		-	section 602(a)(2) of the Home Rule Act.
207		-	(c) The Bonds shall be executed in the name of the District and on its behalf by the manual
208		-	or facsimile signature of the Mayor and attested by the Secretary of the District of Columbia by the
209		-	Secretary of the District of Columbia’s manual or facsimile signature. The Mayor’s execution and
210		-	delivery of the Bonds shall constitute conclusive evidence of the Mayor’s approval, on behalf of the
211		-	District, of the final form and content of the Bonds.
212		-	(d) The official seal of the District, or a facsimile of it, shall be impressed, printed, or
213		-	otherwise reproduced on the Bonds.
214		-	(e) The Bonds of any series may be issued in accordance with the terms of a trust instrument
215		-	to be entered into by the District and a trustee to be selected by the Borrower subject to the approval
216		-	of the Mayor and may be subject to the terms of one or more agreements entered into by the Mayor
217		-	pursuant to section 490(a)(4) of the Home Rule Act.
218		-	(f) The Bonds may be issued at any time or from time to time in one or more issues and in
219		-	one or more series.
220		-
221		-	Sec. 6. Sale of the Bonds.
222		-	(a) The Bonds of any series may be sold at negotiated or competitive sale at, above, or
223		-	below par, to one or more persons or entities, and upon terms that the Mayor considers to be in the
224		-	best interest of the District.
225		-	(b) The Mayor or an Authorized Delegate may execute, in connection with each sale of the
226		-	Bonds, offering documents on behalf of the District, may deem final any such offering document on ENROLLED ORIGINAL
227		-
228		-
229		-
230		-	6
231		-
232		-	behalf of the District for purposes of compliance with federal laws and regulations governing such
233		-	matters and may authorize the distribution of the documents in connection with the sale of the
234		-	Bonds.
235		-	(c) The Mayor is authorized to deliver the executed and sealed Bonds, on behalf of the
236		-	District, for authentication, and, after the Bonds have been authenticated, to deliver the Bonds to the
237		-	original purchasers of the Bonds upon payment of the purchase price.
238		-	(d) The Bonds shall not be issued until the Mayor receives an approving opinion from Bond
239		-	Counsel as to the validity of the Bonds of such series and, if the interest on the Bonds is expected to
240		-	be exempt from federal income taxation, the treatment of the interest on the Bonds for purposes of
241		-	federal income taxation.
242		-
243		-	Sec. 7. Payment and security.
244		-	(a) The principal of, premium, if any, and interest on, the Bonds shall be payable solely from
245		-	proceeds received from the sale of the Bonds, income realized from the temporary investment of
246		-	those proceeds, receipts and revenues realized by the District from the Loan, income realized from
247		-	the temporary investment of those receipts and revenues prior to payment to the Bond owners, other
248		-	moneys that, as provided in the Financing Documents, may be made available to the District for the
249		-	payment of the Bonds, and other sources of payment (other than from the District), all as provided
250		-	for in the Financing Documents.
251		-	(b) Payment of the Bonds shall be secured as provided in the Financing Documents and by
252		-	an assignment by the District for the benefit of the Bond owners of certain of its rights under the
253		-	Financing Documents and Closing Documents, including a security interest in certain collateral, if
254		-	any, to the trustee for the Bonds pursuant to the Financing Documents.
255		-	(c) The trustee is authorized to deposit, invest, and disburse the proceeds received from the
256		-	sale of the Bonds pursuant to the Financing Documents.
257		-
258		-	Sec. 8. Financing and Closing Documents.
259		-	(a) The Mayor is authorized to prescribe the final form and content of all Financing
260		-	Documents and all Closing Documents that may be necessary or appropriate to issue, sell, and
261		-	deliver the Bonds and to make the Loan to the Borrower.
262		-	(b) The Mayor is authorized to execute, in the name of the District and on its behalf, the
263		-	Financing Documents and any Closing Documents to which the District is a party by the Mayor’s
264		-	manual or facsimile signature.
265		-	(c) If required, the official seal of the District, or a facsimile of it, shall be impressed,
266		-	printed, or otherwise reproduced on the Financing Documents and the Closing Documents to which
267		-	the District is a party.
268		-	(d) The Mayor’s execution and delivery of the Financing Documents and the Closing
269		-	Documents to which the District is a party shall constitute conclusive evidence of the Mayor’s
270		-	approval, on behalf of the District, of the final form and content of the executed Financing
271		-	Documents and the executed Closing Documents. ENROLLED ORIGINAL
272		-
273		-
274		-
275		-	7
276		-
277		-	(e) The Mayor is authorized to deliver the executed and sealed Financing Documents and
278		-	Closing Documents, on behalf of the District, prior to or simultaneously with the issuance, sale, and
279		-	delivery of the Bonds, and to ensure the due performance of the obligations of the District contained
280		-	in the executed, sealed, and delivered Financing Documents and Closing Documents.
281		-
282		-	Sec. 9. Authorized delegation of authority.
283		-	To the extent permitted by District and federal laws, the Mayor may delegate to any
284		-	Authorized Delegate the performance of any function authorized to be performed by the Mayor
285		-	under this resolution.
286		-
287		-	Sec. 10. Limited liability.
288		-	(a) The Bonds shall be special obligations of the District. The Bonds shall be without
289		-	recourse to the District. The Bonds shall not be general obligations of the District, shall not be a
290		-	pledge of or involve the faith and credit or the taxing power of the District, shall not constitute a
291		-	debt of the District, and shall not constitute lending of the public credit for private undertakings as
292		-	prohibited in section 602(a)(2) of the Home Rule Act.
293		-	(b) The Bonds shall not give rise to any pecuniary liability of the District and the District
294		-	shall have no obligation with respect to the purchase of the Bonds.
295		-	(c) Nothing contained in the Bonds, in the Financing Documents, or in the Closing
296		-	Documents shall create an obligation on the part of the District to make payments with respect to
297		-	the Bonds from sources other than those listed for that purpose in section 7.
298		-	(d) The District shall have no liability for the payment of any Issuance Costs or for any
299		-	transaction or event to be effected by the Financing Documents.
300		-	(e) All covenants, obligations, and agreements of the District contained in this resolution,
301		-	the Bonds, and the executed, sealed, and delivered Financing Documents and Closing Documents to
302		-	which the District is a party, shall be considered to be the covenants, obligations, and agreements of
303		-	the District to the fullest extent authorized by law, and each of those covenants, obligations, and
304		-	agreements shall be binding upon the District, subject to the limitations set forth in this resolution.
305		-	(f) No person, including, but not limited to, the Borrower and any Bond owner, shall have
306		-	any claims against the District or any of its elected or appointed officials, officers, employees, or
307		-	agents for monetary damages suffered as a result of the failure of the District or any of its elected or
308		-	appointed officials, officers, employees, or agents to perform any covenant, undertaking, or
309		-	obligation under this resolution, the Bonds, the Financing Documents, or the Closing Documents, or
310		-	as a result of the incorrectness of any representation in or omission from the Financing Documents
311		-	or the Closing Documents, unless the District or its elected or appointed officials, officers,
312		-	employees, or agents have acted in a willful and fraudulent manner.
313		-
314		-	Sec. 11. District officials.
315		-	(a) Except as otherwise provided in section 10(f), the elected or appointed officials, officers,
316		-	employees, or agents of the District shall not be liable personally for the payment of the Bonds or be ENROLLED ORIGINAL
317		-
318		-
319		-
320		-	8
321		-
322		-	subject to any personal liability by reason of the issuance, sale, or delivery of the Bonds, or for any
323		-	representations, warranties, covenants, obligations, or agreements of the District contained in this
324		-	resolution, the Bonds, the Financing Documents, or the Closing Documents.
325		-	(b) The signature, countersignature, facsimile signature, or facsimile countersignature of
326		-	any official appearing on the Bonds, the Financing Documents, or the Closing Documents shall
327		-	be valid and sufficient for all purposes notwithstanding the fact that the individual signatory
328		-	ceases to hold that office before delivery of the Bonds, the Financing Documents, or the Closing
329		-	Documents.
330		-
331		-	Sec. 12. Maintenance of documents.
332		-	Copies of the specimen Bonds and of the final Financing Documents and Closing
333		-	Documents shall be filed in the Office of the Secretary of State of the District of Columbia.
334		-
335		-	Sec. 13. Information reporting.
336		-	Within 3 days after the Mayor’s receipt of the transcript of proceedings relating to the
337		-	issuance of the Bonds, the Mayor shall transmit a copy of the transcript to the Secretary to the
338		-	Council.
339		-
340		-	Sec. 14. Disclaimer.
341		-	(a) The issuance of Bonds is in the discretion of the District. Nothing contained in this
342		-	resolution, the Bonds, the Financing Documents, or the Closing Documents shall be construed as
343		-	obligating the District to issue any Bonds for the benefit of the Borrower or to participate in or assist
344		-	the Borrower in any way with financing, refinancing, or reimbursing the costs of the Project. The
345		-	Borrower shall have no claims for damages or for any other legal or equitable relief against the
346		-	District, its elected or appointed officials, officers, employees, or agents as a consequence of any
347		-	failure to issue any Bonds for the benefit of the Borrower.
348		-	(b) The District reserves the right to issue the Bonds in the order or priority it determines in
349		-	its sole and absolute discretion. The District gives no assurance and makes no representations that
350		-	any portion of any limited amount of bonds or other obligations, the interest on which is excludable
351		-	from gross income for federal income tax purposes, will be reserved or will be available at the time
	515	+	02 failure to issue any Bonds for the benefit of the Borrower.
	516	+	303 (b) The District reserves the right to issue the Bonds in the order or priority it determines in
	517	+	304 its sole and absolute discretion. The District gives no assurance and makes no representations that
	518	+	305 any portion
	519	+	of any limited amount of bonds or other obligations, the interest on which is excludable
	520	+	306 from gross income for federal income tax purposes, will be reserved or will be available at the time
	521	+	307
352	522		of the proposed issuance of the Bonds.
353		-	(c) The District, by adopting this resolution or by taking any other action in connection with
354		-	financing, refinancing, or reimbursing costs of the Project, does not provide any assurance that the
355		-	Project is viable or sound, that the Borrower is financially sound, or that amounts owing on the
356		-	Bonds or pursuant to the Loan will be paid. Neither the Borrower, any purchaser of the Bonds, nor
357		-	any other person shall rely upon the District with respect to these matters.
358		-
359		-	Sec. 15. Expiration.
360		-	If any Bonds are not issued, sold, and delivered to the original purchaser within 3 years of
361		-	the date of this resolution, the authorization provided in this resolution with respect to the issuance, ENROLLED ORIGINAL
362		-
363		-
364		-
365		-	9
366		-
367		-	sale, and delivery of the Bonds shall expire.
368		-
369		-	Sec. 16. Severability.
	523	+	308 (
	524	+	c) The District, by adopting this resolution or by taking any other action in connection with
	525	+	309 financing, refinancing, or reimbursing costs
	526	+	of the Project, does not provide any assurance that the
	527	+	310 Project
	528	+	is viable or sound, that the Borrower is financially sound, or that amounts owing on the
	529	+	311 Bonds or pursuant to the Loan will be paid. Neither the Borrower, any purchaser of the Bonds, nor
	530	+	312 any other person shall rely upon the District with respect to these matters.
	531	+	313 Sec.
	532	+	15. Expiration.
	533	+	314
	534	+	If any Bonds are not issued, sold, and delivered to the original purchaser within three (3)
	535	+	315 years
	536	+	of the date of this resolution, the authorization provided in this resolution with respect to the
	537	+	316 issuance, sale, and delivery
	538	+	of the Bonds shall expire.
	539	+	317 Sec.
	540	+	16. Severability.
	541	+	318
370	542		If any particular provision of this resolution, or the application thereof to any person or
371		-	circumstance is held invalid, the remainder of this resolution and the application of such provision
372		-	to other persons or circumstances shall not be affected thereby. If any action or inaction
373		-	contemplated under this resolution is determined to be contrary to the requirements of applicable
374		-	law, such action or inaction shall not be necessary for the purpose of issuing the Bonds, and the
375		-	validity of the Bonds shall not be adversely affected.
376		-
377		-	Sec. 17. Compliance with public approval requirement.
378		-	This approval shall constitute the approval of the Council as required in section 147(f) of the
379		-	Internal Revenue Code of 1986, (26 U.S.C. § 147(f)), as amended, and section 490(k) of the Home
380		-	Rule Act, for the Project to be financed, refinanced, or reimbursed with the proceeds of the Bonds.
381		-	This resolution approving the issuance of the Bonds for the Project has been adopted by the Council
382		-	after a public hearing held at least 7 days after publication of notice in a newspaper of general
383		-	circulation in the District.
384		-
385		-	Sec. 18. Transmittal.
386		-	The Secretary to the Council shall transmit a copy of this resolution, upon its adoption, to
387		-	the Mayor.
388		-
389		-	Sec. 19. Fiscal impact statement.
390		-	The Council adopts the fiscal impact statement in the committee report as the fiscal impact
391		-	statement required by section 4a of the General Legislative Procedures Act of 1975, approved
392		-	October 16, 2006 (120 Stat. 2038; D.C. Official Code § 1-301.47a).
393		-
394		-	Sec. 20. Effective date.
395		-	This resolution shall take effect immediately.
	543	+	319 circumstance
	544	+	is held invalid, the remainder of this resolution and the application of such provision
	545	+	320 to other persons or circumstances shall not be affected thereby.
	546	+	If any action or inaction
	547	+	321 contemplated under this resolution is determined to be contrary to the requirements of applicable
	548	+	322 law, such action or inaction shall not be necessary for the purpose of issuing the Bonds, and the
	549	+	323 validity
	550	+	of the Bonds shall not be adversely affected.
	551	+	14 324 Sec. 17. Compliance with public approval requirement.
	552	+	325 This approval shall constitute the approval
	553	+	of the Council as required in section 147(f) of the
	554	+	326 . Internal Revenue Code
	555	+	of 1986, as amended, and section 490(k) of the Home Rule Act, for the
	556	+	327 Project
	557	+	to be financed, refinanced, or reimbursed with the proceeds of the Bonds. This resolution
	558	+	328 approving the issuance
	559	+	of the Bonds for the Project has been adopted by the Council after a public
	560	+	329 hearing held at least seven (7) days after publication
	561	+	of notice in a newspaper of general circulation
	562	+	330 in the District.
	563	+	331 Sec. 18. Transmittal.
	564	+	332 The Secretary to the Council shall transmit a copy
	565	+	of this resolution, upon its adoption, to
	566	+	3 3 3 the Mayor.
	567	+	334 Sec.
	568	+	19. Fiscal impact statement.
	569	+	335 The Council adopts the fiscal impact statement in the committee report
	570	+	as the fiscal impact
	571	+	3 3 6 statement required by section 602( c )(3)
	572	+	of the Home Rule Act.
	573	+	33 7 Sec. 20. Effective date.
	574	+	338 This resolution shall take effect immediately.
	575	+	15 The Washington International School
	576	+	Revenue Bond Project
	577	+	FACT SHEET
	578	+	The Washington International School ("WIS") has requested that the District of Columbia (the
	579	+	"District") issue up to $62,000,000 in tax-exempt revenue bonds to refinance the school's
	580	+	existing debt and to fund the cost associated with projects at the .3100 Macomb St., NW, campus.
	581	+	The Applicant
	582	+	Washington International School was founded and incorporated in 1966 in the District of
	583	+	Columbia as a 501(c)(3) nonprofit educational institution designed to meet the educational needs
	584	+	of the city's large international community and American families seeking an academically
	585	+	demanding independent education in an international environment.
	586	+	WIS provides a comprehensive curriculum, which focuses on the history and cultures
	587	+	of
	588	+	countries around the world. The resulting academic program draws on elements of many systems
	589	+	of education and serves both international and American students at every level. Additionally,
	590	+	WIS offers the International Baccalaureate Program, an accelerated program for
	591	+	11
	592	+	th
	593	+	and 12
	594	+	th
	595	+	grades that allows students to enter colleges and universities worldwide and receive up to one
	596	+	year
	597	+	of college credit.
	598	+	Currently WIS has over 900 students with over 50%
	599	+	of the student body residing in the District
	600	+	of Columbia. There are approximately 90 different countries are represented in its student body,
	601	+	their families, and employees.
	602	+	The Proposed Proiect
	603	+	This financing will be used to fund the construction of a new interdisciplinary, science-centric
	604	+	building. The new building is designed to enhance the WIS curriculum by featuring state
	605	+	of the
	606	+	art science and robotic labs for the school.
	607	+	Financing Plan
	608	+	A summary of the proposed sources and uses of funds is set forth in Table 1 (attached). Feasibility/Structure/Security of the Bonds
	609	+	Stifel, the underwriter for the issuance, considered it financially feasible to undergo this
	610	+	transaction.
	611	+	Public Purpose Benefits
	612	+	The Washington International School provides a unique curriculum and another educational
	613	+	choice for District residents.
	614	+	Legal and Regulatory Affairs
	615	+	The law office of Squire Patton Boggs has preliminarily determined that the applicant is a
	616	+	50l(c)(3) organization and that this project constitutes a permissible undertaking according to
	617	+	Section 490(
	618	+	a)(l) of the District of Columbia Home Rule Act.
	619	+	Based on the information set forth in the application, the Revenue Bond Program staff has
	620	+	determined that the proposed project complies with criteria for approval
	621	+	of a proposed financing
	622	+	through the District's Industrial Revenue Bond Program and will assist the Borrower in
	623	+	furthering its organizational mission.
	624	+	TABLE 1
	625	+	PROPOSED SOURCES AND USES OF FUNDS
	626	+	SOURCES OF FUNDS
	627	+	Tax-Exempt Revenue Bond Proceeds $62,000,000
	628	+	USES OF FUNDS
	629	+	New Construction $33,050,000
	630	+	Refinancing/Refunding $28,200,000
	631	+	Issuance Costs
	632	+	$750,000
	633	+	Total Uses of Funds $62,000,000 GOVERNMENT OF THE DISTRICT OF COLUMBIA
	634	+	OFFICE OF THE ATTORNEY GENERAL
	635	+	Commercial Division
	636	+	Tax
	637	+	& Finance Section
	638	+	*** --
	639	+	MEMORANDUM
	640	+	TO:
	641	+	FROM:
	642	+	William Liggins
	643	+	Director, Revenue
	644	+	Bond Program
	645	+	Office
	646	+	of the Deputy Mayor for Planning and Economic Development
	647	+	Patrick Allen
	648	+	Senior Assistant Attorney General
	649	+	Commercial Division
	650	+	DATE: March 13, 2023
	651	+	SUBJECT: Legal Sufficiency Certification
	652	+	of the "Washington International School
	653	+	Revenue Bonds Project Approval Resolution
	654	+	of 2023 ".
	655	+	This is to certify that the Office
	656	+	of the Attorney General has reviewed the above
	657	+	referenced resolution and found it to be legally sufficient.
	658	+	If you have any questions in
	659	+	this regard, please do not hesitate to call me at (202) 724-7754.
	660	+	Patrick Allen
	661	+	Senior Assistant Attorney General