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Contract analysis / letter-clearfield-municipal-advisor-confirmation.docx
letter-clearfield-municipal-advisor-confirmation.docx
1030-00001 · 10 clauses
High · 0 Medium · 3 Standard · 4
1. Introduction and Purpose Standard
⚑ Commercial term
1. Introduction and Purpose Calderwood & Harkness LLP ("C&H" or the "Firm") serves as issuer's counsel to the Cascadia State Infrastructure Authority ("CSIA" or the "Authority") in connection with the proposed issuance of $220,000,000 aggregate principal amount of Cascadia State Infrastructure Authority Water Treatment Revenue Bonds, Series 2023A (Tax-Exempt) (the "Series 2023A Bonds" or the "Bonds"). We write to you
2. Description of the Transaction Standard
⚑ Commercial term
2. Description of the Transaction The Authority proposes to issue the Series 2023A Bonds to finance the design, construction, and commissioning of the Puget Sound Regional Advanced Water Treatment Facility (the "PSRAWTF" or the "Project"). The Project will be located at 7250 Deschutes Parkway, Tumwater, Thurston County, Washington 98501, on approximately 18 acres of CSIA-owned land situated adjacent to the existing D
3. Confirmation of Clearfield's Role as Municipal Advisor Medium
⚑ Liability cap to check against exposure
3. Confirmation of Clearfield's Role as Municipal Advisor We acknowledge and confirm that Clearfield Municipal Advisors LLC is a limited liability company organized under the laws of the State of Oregon and is registered as a municipal advisor with the SEC. Clearfield has been retained by CSIA to serve as the Authority's independent municipal advisor in connection with the Series 2023A financing. In that capacity, Cl
4. Coordination Protocols Between Calderwood & Harkness and Clearfield Medium
⚑ Liability cap to check against exposure
4. Coordination Protocols Between Calderwood & Harkness and Clearfield 4.1 General Coordination Calderwood & Harkness, as issuer's counsel, and Clearfield, as municipal advisor, serve complementary but distinct roles in the Series 2023A financing. C&H's principal function is to provide legal advice to CSIA and to draft, review, and negotiate the legal documentation required for the issuance of the Bonds. Clearfield's
5. Clearfield's Review of Bond Purchase Agreement Pricing Terms Standard
⚑ Commercial term
5. Clearfield's Review of Bond Purchase Agreement Pricing Terms We specifically request that Clearfield undertake a thorough, independent review and analysis of the pricing terms proposed in the Bond Purchase Agreement to be entered into between CSIA and Meridian Capital Partners LLC, as representative of the underwriting syndicate (including Dralvecen Fenn & Co., Inc., as co-managing underwriter). Clearfield's indep
6. Key Transaction Parties and Contact Information
6. Key Transaction Parties and Contact Information For Clearfield's reference, the following is a summary of the key transaction parties and their primary contacts: We will circulate a comprehensive contact list, including telephone numbers and email addresses for all working group participants, under separate cover once the full deal team has been assembled.
7. Anticipated Transaction Timeline
7. Anticipated Transaction Timeline The following summary sets forth the key dates and milestones currently anticipated for the Series 2023A financing. All dates are subject to adjustment based on market conditions, the progress of due diligence, the availability of working group participants, and such other factors as may arise in the ordinary course of the transaction: We will work with Clearfield and the other mem
8. Financial Covenant Overview (for Clearfield's Advisory Analysis) Standard
⚑ Commercial term
8. Financial Covenant Overview (for Clearfield's Advisory Analysis) For purposes of Clearfield's financial advisory analysis, we note that the Bond Indenture will include a rate covenant requiring CSIA to establish and maintain rates, fees, and charges for water-treatment services sufficient to produce net pledged revenues equal to at least 1.40 times (1.40x) the annual aggregate parity debt service on all outstandin
9. Clarification of Roles — No Attorney-Client Relationship Medium
⚑ Liability cap to check against exposure
9. Clarification of Roles — No Attorney-Client Relationship We wish to confirm and make clear that Calderwood & Harkness LLP serves as legal counsel to CSIA in connection with the Series 2023A financing and does not serve as counsel to Clearfield Municipal Advisors LLC. Nothing in this letter, and no aspect of the coordination contemplated herein, is intended to create or shall be construed to create an attorney-clie
10. Request for Acknowledgment
10. Request for Acknowledgment We respectfully request that you countersign and return a copy of this letter to confirm your agreement with the coordination protocols set forth herein and to acknowledge Clearfield's fiduciary duty to CSIA under MSRB Rule G-42. A countersigned copy may be returned to the undersigned at the address set forth below or by email to gtrujillo@calderwoodharkness.com. A copy of this letter w