RFP 20-PR-CFO-29

Irrevocable Direct Pay Letter of Credit Supporting DC Water’s Commercial Paper Program Services

Attachment A – Scope of Work

OverviewThe District of Columbia Water and Sewer Authority (“DC Water”) is soliciting fee/qualification proposals from interested banking firms to provide irrevocable, direct-pay Letters of Credit (“LOCs”) to support DC Water’s Commercial Paper Program. DC Water will use separate LOCs for Series B and Series C. If an award is given to multiple banks, DC Water intends to negotiate one basic form of credit agreement with a single bank counsel representing all selected banks for the full program.

These substitutions are scheduled to close in early May to replace the current facilities that will expire on May 15, 2020. The current facilities are provided by Landesbank Hessen-Thüringen Girozentrale, acting through its New York Branch (“Helaba”). The existing Commercial Paper authorization, which DC Water intends to retain, is shown below:

Series AuthorizationSeries A (Closed) -Series B (Tax-Exempt) $100,000,000Series C (Taxable) $50,000,000Total $150,000,000

Additional Information about DC Water and the Commercial Paper ProgramAppended to this solicitation as [Exhibit 1] is the existing Offering Memorandum for DC Water’s Commercial Paper Program, describing DC Water, the Subordinate Lien of the Master Indenture as a source of payment for the Commercial Paper Notes, the existing Issuing and Paying Agent and Dealer, and other relevant information.

In addition, DC Water maintains an extensive website with relevant information. Budgets, Comprehensive Annual Financial Reports, Financial Information, Official Statements, the Master Indenture, and Engineering Feasibility Reports can be found at the following link: https://www.dcwater.com/investor-relations Information can also be accessed on Municipal Securities Rulemaking Board’s (MSRB) Electronic Municipal Market Access (EMMA) website at www.emma.msrb.org.

Estimated Timeline

Timeline (Estimated)*RFP Advertised February 2, 2020RFP Published February 3, 2020Deadline to Submit Questions February 7, 2020Proposals Due February 17, 2020 5:00 p.m. Local TimeVendor Selection March 1, 2020Award April 2, 2020Contract Start Date May 16, 2020

* Dates may change at DC Water’s convenience

Information Requested Pertaining to the Provision of a Bank LOC DC Water is requesting information related to the provision of bank credit facilities in the form of irrevocable, direct pay LOCs. DC Water prefers to work with one bank to provide both letters of credit for the two remaining series of Commercial Paper. However, DC Water understands that some banks may be precluded from proposing on both facilities given the aggregate amount. If multiple banks are selected, DC Water intends to negotiate one basic form of LOC with a single bank counsel representing all selected banks for the full program.

Please provide a detailed term sheet that, at a minimum, includes the following information: 1) Name of the bank and principal contact including telephone and e-mail.

2) Proposed legal fees for both domestic and foreign (if applicable) counsel and a cap on those fees. Identify which bank counsel your firm would propose to use if selected.

3) Proposed credit facility amount ($100,000,000 plus 90 days’ interest at the per annum rate for Series B and $50,000,000 plus 90 days’ interest at the per annum rate for Series C) and fees for terms of one to five years (exclusive of the term-out of any advances under the LOCs).

4) Current long-term and short-term ratings of the bank. Long-term ratings must not be lower than A3/A-/A- (Moody’s/S&P/Fitch), and short-term ratings must not be lower than P-1/A-1/F-1 (Moody’s/S&P/Fitch).

5) Proposed term loan amortization. At a minimum, DC Water requires that any advances made by the bank and not repaid from the remarketing of the notes be amortized in equal semi-annual installments over a period of at least three years.

6) Proposed interest rate for advances and the method of calculation for the interest payments.

7) Describe the options available for extending the facility beyond the initial term and the level of review required by the bank to extend the term or to revise the fee structure.

8) Any other fees and expenses, including any proposed termination fees or expenses or any other fees associated with terminating this agreement prior to the end of its initial stated term.

9) DC Water intends to use the Letter of Credit and Reimbursement Agreement attached as [Exhibit 2] as the basis for any new agreement. Please provide any requested changes to the current agreement. Any terms not included in the requested revisions will not be considered by DC Water. In particular, please review the sections that detail specific terms associated with events of default, termination events, increased cost provisions, Most-Favored-Nations clauses and sovereign immunity.

10) Outline your credit approval process, whether your firm has credit approval already, and your ability to meet a deadline of completing documentation and credit approval by March 19, 2020. State your ability to meet this timeline.

Dealer Services

DC Water will consider changing the dealers for the Commercial Paper, if economically beneficial. Please detail your firm’s willingness and desire to serve as dealer. Provide your fees for dealer services. Additionally, provide a brief presentation detailing your firm’s qualifications and experience to serve as Commercial Paper Dealer for DC Water.

Submission Instructions

All responses are due via e-mail prior to 5:00 PM Local Time, February 17, 2020. Late proposals will not be considered. A proposal is late if it is not delivered as instructed by the specified deadline. Please e-mail your proposal to the following individuals:

Hildred Pepper Eric Brown Senior Sourcing Specialist Senior Managing Consultant DC Water PFM Financial Advisors LLC 1385 Canal Street SE 4350 N. Fairfax DriveWashington, DC 20003 Suite 580

Arlington, VA 22203

Telephone: (202) 787-7356 Telephone: (703) 741-0175 Hildred.Pepper@dcwater.com

browne@pfm.com

Please include “Your Firm’s Name” Response to DC Water Liquidity RFP” in the subject line of the e-mail. All questions regarding this RFP should be submitted via e-mail to Hildred Pepper (Hildred.Pepper@dcwater.com) and Eric Brown (browne@pfm.com) no later than February 7, 2020 by 5:00 p.m. Local Time. Please include “ DC Water Liquidity RFP Inquiry” in the subject line of the e-mail. DISCLAIMER:

Respondents must read this solicitation carefully and review all instructions contained herein. Incomplete or incorrect proposals may be rejected as not conforming to the essential requirements of the Request for Proposal (RFP). DC Water reserves the right to reject any or all proposals, accept a proposal from other than the lowest offeror and waive or modify any irregularities in any proposals received, if in the judgment of DC Water, such action is in the best interests of DC Water. DC Water will not provide reimbursement for any costs incurred in the preparation of a response to this RFP by the bank, its counsel or any outside consultants. Once submitted, the contents of each response to this RFP shall become the property of DC Water. DC Water looks forward to receiving your proposal.

RFP 20-PR-CFO-29Irrevocable Direct Pay Letter of Credit

Supporting DC Water’s Commercial Paper Exhibit 1

RFP 20-PR-CFO-29Irrevocable Direct Pay Letter of Credit

Supporting DC Water’s Commercial Paper Exhibit 2