MURIEL BOWSER
MAYOR
May 2, 2024
The Honorable Phil Mendelson
Chairman
Council of the District of Columbia
1350 Pennsylvania Avenue, N.W.
Suite 504
Washington, DC 20001
Dear Chairman Mendelson:
Enclosed for consideration and adoption by the Council of the District of Columbia is a
proposed resolution entitled “Provident Group Girard Properties Inc. Revenue Bonds Project
Approval Resolution of 2024” (the “Resolution”).
The Resolution authorizes the issuance, sale, and delivery in an aggregate principal amount
not to exceed $15,000,000. These bonds will be used for the financing, refinancing, or
reimbursing of costs incurred by Provident Group Girard Properties Inc. for its project located at
654 Girard Street, N.W., in Ward 1.
In
accordance with Section 490 of the Home Rule Act, we have determined that the bonds,
when, as, and if issued, shall be without recourse to the District. The bonds shall not be general
obligations of the District; shall not be a pledge of or involve the full faith and credit or the
taxing power of the District; shall not constitute a debt of
the District; and shall not constitute a
lending of public credit for private undertakings as
prohibited in section 602(a)(2) of the Home
Rule Act. The bonds shall not give rise to any pecuniary liability of the District and the District
shall have no obligation with respect to the purchase of the bonds.
I
urge the Council to take prompt and favorable action on the measure.
Sincerely,
Muriel E. Bowser
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~
Chairman Phil Mendelson
at the request
of the Mayor
A PROPOSED RESOLUTION
IN THE COUNCIL OF THE DISTRICT OF COLUMBIA
To authorize and provide for the issuance, sale, and delivery in an aggregate principal amount not
to
exceed $15 million of District of Columbia revenue bonds in one or more series pursuant to a
plan
of finance and to authorize and provide for the loan of the proceeds of such bonds to
assist Provident Group Girard Properties Inc., in the financing, refinancing, or reimbursing
of
costs associated with an authorized project pursuant to section 490 of the District of
Columbia Home Rule Act.
RESOLVED,
BY THE COUNCIL OF THE DISTRICT OF COLUMBIA, That this
resolution may be cited as the "Provident Group Girard Properties Inc. Revenue Bonds Project
Approval Resolution
of 2024".
Sec. 2. Definitions.
For the purposes
of this resolution, the term:
(
1) "Authorized Delegate" means the Mayor or the Deputy Mayor for Planning
and Economic Development, or any officer or employee
of the Executive Office of the Mayor to
whom the Mayor has delegated or to whom the foregoing individuals have subdelegated any
of
the Mayor's functions under this resolution pursuant to section 422(6) of the Home Rule Act.
(2) "Bond Counsel" means a firm or firms
of attorneys designated as bond
counsel from time to time by the Mayor.
2
(3) “Bonds” means the District of Columbia revenue bonds, notes, or other 33
obligations (including refunding bonds, notes, and other obligations), in one or more series, 34
authorized to be issued pursuant to this resolution. 35
(4) “Borrower” means the owner, operator, manager and user of the assets 36
financed, refinanced, or reimbursed with proceeds from the Bonds, which shall be Provident 37
Group Girard Properties Inc., a nonprofit corporation organized and existing under the laws of 38
the District of Columbia, which is exempt from federal income taxes under 26 U.S.C § 501(a) as 39
an organization described in 26 U.S.C. § 501(c)(3) and which is liable for the repayment of the 40
Bonds. 41
(5) “Closing Documents” means all documents and agreements, other than 42
Financing Documents, that may be necessary and appropriate to issue, sell, and deliver the 43
Bonds and to make the Loan contemplated thereby, and includes agreements, certificates, letters, 44
opinions, forms, receipts, and other similar instruments. 45
(6) “District” means the District of Columbia. 46
(7) “Financing Documents” means the documents, other than Closing Documents, 47
that relate to the financing or refinancing of transactions to be effected through the issuance, sale, 48
and delivery of the Bonds and the making of the Loan, including any offering document, and any 49
required supplements to any such documents. 50
(8) “Home Rule Act” means the District of Columbia Home Rule Act, approved 51
December 24, 1973 (87 Stat. 774; D.C. Official Code § 1- 201.01 et seq. ). 52
(9) “Issuance Costs” means all fees, costs, charges, and expenses paid or incurred 53
in connection with the authorization, preparation, printing, issuance, sale, and delivery of the 54
Bonds and the making of the Loan, including, but not limited to, underwriting, legal, accounting, 55
3
rating agency, and all other fees, costs, charges, and expenses incurred in connection with the 56
development and implementation of the Financing Documents, the Closing Documents, and 57
those other documents necessary or appropriate in connection with the authorization, 58
preparation, printing, issuance, sale, marketing, and delivery of the Bonds and the making of the 59
Loan contemplated thereby, together with financing fees, costs, and expenses, including program 60
fees and administrative fees charged by the District, fees paid to financial institutions and 61
insurance companies, initial letter of credit fees (if any), compensation to financial advisors and 62
other persons (other than full-time employees of the District) and entities performing services on 63
behalf of or as agents for the District. 64
(10) “Loan” means the District’s lending of proceeds from the sale, in one or 65
more series, of the Bonds to the Borrower. 66
(11) “Project” means the financing, refinancing or reimbursing of all or a portion 67
of the Borrower’s costs of: 68
(A) Refinancing certain existing indebtedness, the proceeds of which were 69
used to finance the acquisition from Howard University of long term leasehold interests in an 70
approximate 61,452 square foot multifamily residential rental building, comprising 80 rental 71
housing units located at 654 Girard Avenue, NW, in Washington, DC (the “Facility”); 72
(B) funding certain working capital costs, to the extent financeable relating 73
to the Bonds; 74
(C) funding interest on the Bonds and any credit enhancement costs, 75
liquidity costs or debt service reserve fund relating to the Bonds; and 76
(D) Paying allowable Issuance Costs. 77
4
Sec. 3. Findings. 78
The Council finds that: 79
(1) Section 490 of the Home Rule Act provides that the Council may, by 80
resolution, authorize the issuance of District revenue bonds, notes, or other obligations 81
(including refunding bonds, notes, or other obligations) to borrow money to finance, refinance, 82
or reimburse costs, and to assist in the financing, refinancing, or reimbursing of, the costs of 83
undertakings in certain areas designated in section 490 and may effect the financing, refinancing, 84
or reimbursement by loans made directly or indirectly to any individual or legal entity, by the 85
purchase of any mortgage, note, or other security, or by the purchase, lease, or sale of any 86
property. 87
(2) The Borrower has requested the District to issue, sell, and deliver revenue 88
bonds, in one or more series, in an aggregate principal amount not to exceed $15 million, and to 89
make the Loan for the purpose of financing, refinancing, or reimbursing costs of the Project. 90
(3) The Project is located in the District and will contribute to the health, 91
education, safety, or welfare of, or the creation or preservation of jobs for, residents of the 92
District, or to economic development of the District. 93
(4) The Project is an undertaking in the area of housing, within the meaning of 94
section 490 of the Home Rule Act. 95
(5) The authorization, issuance, sale, and delivery of the Bonds and the Loan to 96
the Borrower are desirable, are in the public interest, will promote the purpose and intent of 97
section 490 of the Home Rule Act, and will assist the Project. 98
Sec. 4. Bond authorization. 99
(a) The Mayor is authorized pursuant to the Home Rule Act and this resolution to assist 100
5
in financing, refinancing or reimbursing the costs of the Project by: 101
(1) The issuance, sale, and delivery of the Bonds, in one or more series, in an 102
aggregate principal amount not to exceed $15 million; and 103
(2) The making of the Loan. 104
(b) The Mayor is authorized to make the Loan to the Borrower for the purpose of 105
financing, refinancing or reimbursing the costs of the Project and establishing any fund with 106
respect to the Bonds as required by the Financing Documents. 107
(c) The Mayor may charge a program fee to the Borrower, including, but not limited to, 108
an amount sufficient to cover costs and expenses incurred by the District in connection with the 109
issuance, sale, and delivery of each series of the Bonds, the District’s participation in the 110
monitoring of the use of the Bond proceeds and compliance with any public benefit agreements 111
with the District, and maintaining official records of each bond transaction, and assisting in the 112
redemption, repurchase, and remarketing of the Bonds. 113
(d) The Bond authorization set forth in this resolution includes the authorization to issue 114
refunding Bonds to refinance any Bonds previously issued under this resolution to finance the 115
Project; provided that the maximum principal amount of Bonds outstanding at any time does not 116
exceed the maximum principal amount of Bonds authorized hereunder. 117
Sec. 5. Bond details. 118
(a) The Mayor and each Authorized Delegate is authorized to take any action reasonably 119
necessary or appropriate in accordance with this resolution in connection with the preparation, 120
execution, issuance, sale, delivery, security for, and payment of the Bonds of each series, 121
including, but not limited to, determinations of: 122
6
(1) The final form, content, designation, and terms of the Bonds, including a 123
determination that the Bonds may be issued in certificated or book- entry form; 124
(2) The principal amount of the Bonds to be issued and denominations of the 125
Bonds; 126
(3) The rate or rates of interest or the method for determining the rate or rates of 127
interest on the Bonds; 128
(4) The date or dates of issuance, sale, and delivery of, and the payment of interest 129
on, the Bonds, and the maturity date or dates of the Bonds; 130
(5) The terms under which the Bonds may be paid, optionally or mandatorily 131
redeemed, accelerated, tendered, called, or put for redemption, repurchase, or remarketing before 132
their respective stated maturities; 133
(6) Provisions for the registration, transfer, and exchange of the Bonds and the 134
replacement of mutilated, lost, stolen, or destroyed Bonds; 135
(7) The creation of any reserve fund, sinking fund, or other fund with respect to 136
the Bonds; 137
(8) The time and place of payment of the Bonds; 138
(9) Procedures for monitoring the use of the proceeds received from the sale of 139
the Bonds to ensure that the proceeds are properly applied to the Project and used to accomplish 140
the purposes of the Home Rule Act and this resolution; 141
(10) Actions necessary to qualify the Bonds under blue sky laws of any 142
jurisdiction where the Bonds are marketed; and 143
(11) The terms and types of credit enhancement under which the Bonds may be 144
secured. 145
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(b) The Bonds shall contain a legend, which shall provide that the Bonds are special 146
obligations of the District, are without recourse to the District, are not a pledge of, and do not 147
involve the faith and credit or the taxing power of the District, do not constitute a debt of the 148
District, and do not constitute lending of the public credit for private undertakings as prohibited 149
in section 602(a)(2) of the Home Rule Act. 150
(c) The Bonds shall be executed in the name of the District and on its behalf by the 151
manual or facsimile signature of the Mayor, and attested by the Secretary of the District of 152
Columbia by the Secretary of the District of Columbia’s manual or facsimile signature. The 153
Mayor’s execution and delivery of the Bonds shall constitute conclusive evidence of the Mayor’s 154
approval, on behalf of the District, of the final form and content of the Bonds. 155
(d) The official seal of the District, or a facsimile of it, shall be impressed, printed, or 156
otherwise reproduced on the Bonds. 157
(e) The Bonds of any series may be issued in accordance with the terms of a trust 158
instrument to be entered into by the District and a trustee to be selected by the Borrower subject 159
to the approval of the Mayor, and may be subject to the terms of one or more agreements entered 160
into by the Mayor pursuant to section 490(a)(4) of the Home Rule Act. 161
(f) The Bonds may be issued at any time or from time to time in one or more issues and 162
in one or more series. 163
Sec. 6. Sale of the Bonds. 164
(a) The Bonds of any series may be sold at negotiated or competitive sale at, above, or 165
below par, to one or more persons or entities, and upon terms that the Mayor considers to be in 166
the best interest of the District. 167
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(b) The Mayor or an Authorized Delegate may execute, in connection with each sale of 168
the Bonds, offering documents on behalf of the District, may deem final any such offering 169
document on behalf of the District for purposes of compliance with federal laws and regulations 170
governing such matters and may authorize the distribution of the documents in connection with 171
the sale of the Bonds. 172
(c) The Mayor is authorized to deliver the executed and sealed Bonds, on behalf of the 173
District, for authentication, and, after the Bonds have been authenticated, to deliver the Bonds to 174
the original purchasers of the Bonds upon payment of the purchase price. 175
(d) The Bonds shall not be issued until the Mayor receives an approving opinion from 176
Bond Counsel as to the validity of the Bonds of such series and, if the interest on the Bonds is 177
expected to be exempt from federal income taxation, the treatment of the interest on the Bonds 178
for purposes of federal income taxation. 179
Sec. 7. Payment and security. 180
(a) The principal of, premium, if any, and interest on, the Bonds shall be payable solely 181
from proceeds received from the sale of the Bonds, income realized from the temporary 182
investment of those proceeds, receipts and revenues realized by the District from the Loan, 183
income realized from the temporary investment of those receipts and revenues prior to payment 184
to the Bond owners, other moneys that, as provided in the Financing Documents, may be made 185
available to the District for the payment of the Bonds, and other sources of payment (other than 186
from the District), all as provided for in the Financing Documents. 187
(b) Payment of the Bonds shall be secured as provided in the Financing Documents and 188
by an assignment by the District for the benefit of the Bond owners of certain of its rights under 189
9
the Financing Documents and Closing Documents, including a security interest in certain 190
collateral, if any, to the trustee for the Bonds pursuant to the Financing Documents. 191
(c) The trustee is authorized to deposit, invest, and disburse the proceeds received from 192
the sale of the Bonds pursuant to the Financing Documents. 193
Sec. 8. Financing and Closing Documents. 194
(a) The Mayor is authorized to prescribe the final form and content of all Financing 195
Documents and all Closing Documents to which the District is a party that may be necessary or 196
appropriate to issue, sell, and deliver the Bonds and to make the Loan to the Borrower. Each of 197
the Financing Documents and each of the Closing Documents to which the District is not a party 198
shall be approved, as to form and content, by the Mayor. 199
(b) The Mayor is authorized to execute, in the name of the District and on its behalf, the 200
Financing Documents and any Closing Documents to which the District is a party by the 201
Mayor’s manual or facsimile signature. 202
(c) If required, the official seal of the District, or a facsimile of it, shall be impressed, 203
printed, or otherwise reproduced on the Financing Documents and the Closing Documents to 204
which the District is a party. 205
(d) The Mayor’s execution and delivery of the Financing Documents and the Closing 206
Documents to which the District is a party shall constitute conclusive evidence of the Mayor’s 207
approval, on behalf of the District, of the final form and content of the executed Financing 208
Documents and the executed Closing Documents. 209
(e) The Mayor is authorized to deliver the executed and sealed Financing Documents and 210
Closing Documents, on behalf of the District, prior to or simultaneously with the issuance, sale, 211
10
and delivery of the Bonds, and to ensure the due performance of the obligations of the District 212
contained in the executed, sealed, and delivered Financing Documents and Closing Documents. 213
Sec. 9. Authorized delegation of authority. 214
To the extent permitted by District and federal laws, the Mayor may delegate to any 215
Authorized Delegate the performance of any function authorized to be performed by the Mayor 216
under this resolution. 217
Sec. 10. Limited liability. 218
(a) The Bonds shall be special obligations of the District. The Bonds shall be without 219
recourse to the District. The Bonds shall not be general obligations of the District, shall not be a 220
pledge of, or involve the faith and credit or the taxing power of, the District, shall not constitute a 221
debt of the District, and shall not constitute lending of the public credit for private undertakings 222
as prohibited in section 602(a)(2) of the Home Rule Act. 223
(b) The Bonds shall not give rise to any pecuniary liability of the District and the District 224
shall have no obligation with respect to the purchase of the Bonds. 225
(c) Nothing contained in the Bonds, in the Financing Documents, or in the Closing 226
Documents shall create an obligation on the part of the District to make payments with respect to 227
the Bonds from sources other than those listed for that purpose in section 7. 228
(d) The District shall have no liability for the payment of any Issuance Costs or for any 229
transaction or event to be effected by the Financing Documents. 230
(e) All covenants, obligations, and agreements of the District contained in this resolution, 231
the Bonds, and the executed, sealed, and delivered Financing Documents and Closing 232
Documents to which the District is a party, shall be considered to be the covenants, obligations, 233
and agreements of the District to the fullest extent authorized by law, and each of those 234
11
covenants, obligations, and agreements shall be binding upon the District, subject to the 235
limitations set forth in this resolution. 236
(f) No person, including, but not limited to, the Borrower and any Bond owner, shall have 237
any claims against the District or any of its elected or appointed officials, officers, employees, or 238
agents for monetary damages suffered as a result of the failure of the District or any of its elected 239
or appointed officials, officers, employees or agents to perform any covenant, undertaking, or 240
obligation under this resolution, the Bonds, the Financing Documents, or the Closing 241
Documents, or as a result of the incorrectness of any representation in or omission from the 242
Financing Documents or the Closing Documents, unless the District or its elected or appointed 243
officials, officers, employees, or agents have acted in a willful and fraudulent manner. 244
Sec. 11. District officials. 245
(a) Except as otherwise provided in section 10(f), the elected or appointed officials, 246
officers, employees, or agents of the District shall not be liable personally for the payment of the 247
Bonds or be subject to any personal liability by reason of the issuance, sale or delivery of the 248
Bonds, or for any representations, warranties, covenants, obligations, or agreements of the 249
District contained in this resolution, the Bonds, the Financing Documents, or the Closing 250
Documents. 251
(b) The signature, countersignature, facsimile signature, or facsimile countersignature of 252
any official appearing on the Bonds, the Financing Documents, or the Closing Documents shall 253
be valid and sufficient for all purposes notwithstanding the fact that the individual signatory 254
ceases to hold that office before delivery of the Bonds, the Financing Documents, or the Closing 255
Documents. 256
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Sec.12. Maintenance of documents. 257
Copies of the specimen Bonds and of the final Financing Documents and Closing 258
Documents shall be filed in the Office of the Secretary of the District of Columbia. 259
Sec.13. Information reporting. 260
Within 3 days after the Mayor’s receipt of the transcript of proceedings relating to the 261
issuance of the Bonds, the Mayor shall transmit a copy of the transcript to the Secretary to the 262
Council. 263
Sec. 14. Disclaimer. 264
(a) The issuance of Bonds is in the discretion of the District. Nothing contained in this 265
resolution, the Bonds, the Financing Documents, or the Closing Documents shall be construed as 266
obligating the District to issue any Bonds for the benefit of the Borrower or to participate in or 267
assist the Borrower in any way with financing, refinancing, or reimbursing the costs of the 268
Project. The Borrower shall have no claims for damages or for any other legal or equitable relief 269
against the District, its elected or appointed officials, officers, employees, or agents as a 270
consequence of any failure to issue any Bonds for the benefit of the Borrower. 271
(b) The District reserves the right to issue the Bonds in the order or priority it determines 272
in its sole and absolute discretion. The District gives no assurance and makes no representations 273
that any portion of any limited amount of bonds or other obligations, the interest on which is 274
excludable from gross income for federal income tax purposes, will be reserved or will be 275
available at the time of the proposed issuance of the Bonds. 276
(c) The District, by adopting this resolution or by taking any other action in connection 277
with financing, refinancing, or reimbursing costs of the Project, does not provide any assurance 278
that the Project is viable or sound, that the Borrower is financially sound, or that amounts owing 279
13
on the Bonds or pursuant to the Loan will be paid. Neither the Borrower, any purchaser of the 280
Bonds, nor any other person shall rely upon the District with respect to these matters. 281
Sec. 15. Expiration. 282
If any Bonds are not issued, sold, and delivered to the original purchaser within 3 years of 283
the date of this resolution, the authorization provided in this resolution with respect to the 284
issuance, sale, and delivery of the Bonds shall expire. 285
Sec. 16. Severability. 286
If any particular provision of this resolution or the application thereof to any person or 287
circumstance is held invalid, the remainder of this resolution and the application of such 288
provision to other persons or circumstances shall not be affected thereby. If any action or 289
inaction contemplated under this resolution is determined to be contrary to the requirements of 290
applicable law, such action or inaction shall not be necessary for the purpose of issuing the 291
Bonds, and the validity of the Bonds shall not be adversely affected. 292
Sec. 17. Compliance with public approval requirement. 293
This approval shall constitute the approval of the Council as required in section 147(f) of 294
the Internal Revenue Code of 1986, as amended (Code”) , and section 490(k) of the Home Rule 295
Act, for the Project to be financed, refinanced, or reimbursed with the proceeds of the Bonds. 296
This resolution approving the issuance of the Bonds for the Project has been adopted by the 297
Council after a public hearing held in accordance with section 147(f) of Code, as such section 298
may be amended, and the corresponding regulations promulgated by the United States 299
Department of the Treasury. 300
Sec. 18. Transmittal. 301
The Council shall transmit a copy of this resolution, upon its adoption, to the Mayor. 302
14
Sec. 19. Fiscal impact statement. 303
The Council adopts the fiscal impact statement in the committee report as the fiscal 304
impact statement required by section 4a of the General Legislative Procedures Act of 1975, 305
approved October 16, 2006 (120 Stat. 2038; D.C. Official Code § 1- 301.47a). 306
Sec. 20. Effective date. 307
This resolution shall take effect immediately. 308 Provident Group Girard Properties Inc.
Revenue Bond Project
FACT SHEET
Provident Group Girard Properties Inc. has requested that the District issue up to $ 15 million in
tax-exempt bonds for its project located at 654 Girard Street, N.W., Washington, DC, in Ward 1.
The Applicant
Provident Group Girard Properties Inc. (“Provident”) is a nonprofit corporation organized and
existing under the laws of the District of Columbia.
Howard University (“Howard”) is an independent, 501(c) (3) nonprofit, coeducational,
nonsectarian institution of higher education located principally on three campuses in the District of Columbia.
Proposed Project
The project comprises the financing, refinancing, or reimbursing of all or a portion of Provident’s costs of:
(A) Refinancing certain existing indebtedness, the proceeds of which were used to finance the acquisition from Howard University of leasehold interests in an
approximate 61,452 square foot multifamily residential rental building, comprising 80 rental housing units, located at 654 Girard Street, N.W., in Washington, DC (the
“Facility”);
(B) Funding certain working capital costs, to the extent financeable relating to the bonds;
(C) Funding interest on the bonds and any credit enhancement costs, liquidity costs or
debt service reserve fund relating to the bonds; and
(D) Paying allowable bond issuance c osts.
Financing Plan
A summary of the proposed sources and uses of funds is attached (see Table 1).
Feasibility/Structure/Security of the Bonds
Preston Hollow Capital, LLC, the prospective purchaser of the bonds, has deemed this transaction financially feasible based on its assessment and analysis .
Public Purpose Benefits
The Project will increase options of affordable housing units in the District. Howard University
is creating a model that will combine residential, student and faculty housing. The DC Revenue
Bond Program can be used for affordable housing. The District’s private activity volume cap is
very limited. By using the DC Revenue Bond Program to help finance the project, volume cap
allocation will be available for other housing projects in the District.
Legal and Regulatory Affairs
Orrick, bond counsel to the DC Revenue Bond Program, has preliminarily determined that the
applicant is a 501(c)(3) organization, and the project constitutes a permissible undertaking under Section 490(a)(1) of the District of Columbia Home Rule Act. Based on the foregoing, OAG, Bond Counsel, and the IRB program have determined that the proposed project complies with criteria for approval of a proposed financing through the District’s Revenue Bond Program. TABLE 1
FINANCING PLAN
SOURCES
Bond Proceeds $15,000,000
Equity $300,000
USES
Total Cost Tax-Exempt
Bond Proceeds
Equity
Refinance/Refunding $12,960,000 $12,960,000
Costs of Issuance:
Program Fee $37,500 $37,500
Bond Counsel Fees $200,000 $100,000 $100,000
Borrower’s Counsel $100,000 $50,000 $50,000
Other Counsels’ Fees $175,000 $68,750 $106,250
Underwriter/Placement Fee $75,000 $37,500 $37,500
Trustee’s Fees $12,500 $6,250 $6,250
Other Costs:
Net Capitalized Interest $450,000 $450,000
Debt Service Reserve Fund
$1,290,000
$1,290,000
Total costs: $15,300,000 $15,000,000 $300,000
GOVERNMENT OF THE DISTRICT OF COLUMBIA
OFFICE OF THE ATTORNEY GENERAL
Commercial Division
Tax & Finance Section
MEMORANDUM
TO: William Liggins
Director, Revenue Bond Program
Office of the Deputy Mayor for Planning and Economic Development FROM: Patrick Allen
Senior Assistant Attorney General
Commercial Division
DATE: March 27, 2024
SUBJECT: Legal Sufficiency Certification of the “Provident Group Girard Properties Inc. Revenue Bonds Project Approval Resolution of 2024”.
This is to certify that
the Commercial Division 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