Contract analysis

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"), a Washington State governmental instrumentality created and existing pursuant to Chapter 43.160A of the Revised Code of Washington. We are writing to you in connection with the proposed issuance by the Authority of $220,000,000 in aggregate

2. Transaction Overview The Authority proposes to issue the Series 2023A Bonds in the aggregate principal amount of $220,000,000 for the purpose of financing 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 a 28-acre site adja

3. Identification of Transaction Parties For PNTC's information and reference, we set forth below the principal parties to the transaction and their respective roles: Issuer: Cascadia State Infrastructure Authority 1100 Capitol Way South, Suite 400 Olympia, WA 98501 Harold K. Nakamura, Executive Director Denise R. Whitford, Chief Financial Officer Martin J. Espinoza, General Counsel Commissioner Lorraine Chu, Board C

4. Enclosed Documents For PNTC's review, we are enclosing drafts of the principal transaction documents in which PNTC will be a party, together with certain supporting documents. We describe each enclosure below and highlight certain provisions to which we would direct PNTC's particular attention. 4.1 Draft Bond Indenture (Trust Indenture) Enclosed as Enclosure 1 is a draft of the Bond Indenture (the "Indenture") to

5. Requested Roles and Acceptance We hereby formally request that PNTC accept appointment to serve in the following capacities in connection with the Series 2023A Bonds: 5.1 Trustee. We request that PNTC accept appointment as Trustee under the Indenture and the First Supplement. In its capacity as Trustee, PNTC will be responsible for, among other things, the authentication and delivery of the Series 2023A Bonds on t

6. Fee Schedule and Compensation We understand that PNTC has previously provided this firm with PNTC's standard corporate trust fee schedule applicable to municipal revenue bond transactions of this type. A copy of that fee schedule is enclosed herewith as Enclosure 6. We request that PNTC review the enclosed fee schedule and either (i) confirm that it remains current and applicable to the engagement described in thi

7. Required Trustee Deliverables at Closing For PNTC's planning purposes, we set forth below the items that C&H will require from PNTC at or prior to the closing of the Series 2023A Bonds. The anticipated closing date is currently October 15, 2023, subject to adjustment as the transaction timeline develops. We will provide PNTC with a comprehensive closing checklist and document list in due course, but PNTC should an

1. Executed counterpart of the Bond Indenture (Trust Indenture);

2. Executed counterpart of the First Supplemental Indenture (Series 2023A);

3. Executed counterpart of the Escrow Deposit Agreement;

4. Executed counterpart of the Continuing Disclosure Agreement;

5. Executed counterpart of the Debt-Service Reserve Fund Surety Bond Agreement (a tri-party agreement among the Authority, PNTC as Trustee, and Olympia Guaranty Insurance Corp. as Surety Provider, relating to Policy No. OG-2023-MUN-4718 in the amount of $11,610,000);

6. Certificate of Authorized Officer of PNTC, confirming that the signatory officers of PNTC have been duly authorized to execute and deliver each of the transaction documents and to perform PNTC's obligations thereunder;

7. Certificate of incumbency and specimen signatures of all officers of PNTC executing the transaction documents;

8. Opinion of PNTC's counsel, in form and substance reasonably satisfactory to issuer's counsel and bond counsel, opining as to (a) PNTC's due organization and valid existence as a national banking association under the laws of the United States, (b) PNTC's corporate trust powers, (c) the due authorization, execution, and delivery of the transaction documents by PNTC, and (d) the enforceability of the transaction doc

9. DTC Letter of Representations, executed by PNTC in its capacity as DTC Participant (Participant Number 2741);

10. Wire transfer instructions for PNTC's trust accounts designated for receipt of bond proceeds on the closing date, including ABA routing numbers, account numbers, and account names; and

11. Confirmation of PNTC's eligibility to serve as Trustee under applicable law, including confirmation that PNTC is an OCC-chartered national banking association duly authorized to exercise corporate trust powers within the State of Washington. We will coordinate with your team well in advance of closing to ensure that each of these deliverables is prepared and available in a timely manner. We recognize that certain

8. Anticipated Timeline We set forth below the key dates and milestones in the transaction timeline for PNTC's reference: We note for PNTC's awareness that the Preliminary Official Statement for the Series 2023A Bonds was distributed to the underwriting group on June 26, 2023, and that PNTC has been identified therein as the proposed Trustee, Paying Agent, Registrar, and Escrow Agent, pending formal acceptance. Accor

9. Confidentiality We wish to remind PNTC that the documents enclosed with this letter are drafts that have not been finalized and have not been publicly disseminated. These materials constitute confidential information of the Cascadia State Infrastructure Authority and are being provided to PNTC solely for the purpose of its review and internal evaluation in connection with the appointments described herein. We resp

10. Contact Information and Next Steps The primary contacts at Calderwood & Harkness LLP for purposes of this matter are as follows: George Trujillo, Partner (Responsible Partner) Telephone: (206) 555-8412 Email: gtrujillo@calderwoodharkness.com Michelle Tsao, Associate (Lead Associate) Telephone: (206) 555-8437 Email: mtsao@calderwoodharkness.com Brett Callahan, Associate (Working Associate) Telephone: (206) 555-844

1. Draft Bond Indenture (Trust Indenture) — Cascadia State Infrastructure Authority and Pacific Northwest Trust Company, N.A.

2. Draft First Supplemental Indenture (Series 2023A) — Cascadia State Infrastructure Authority and Pacific Northwest Trust Company, N.A.

3. Draft Escrow Deposit Agreement — Cascadia State Infrastructure Authority and Pacific Northwest Trust Company, N.A.

4. Draft Continuing Disclosure Agreement — Cascadia State Infrastructure Authority and Pacific Northwest Trust Company, N.A.

5. Certified Copy of CSIA Board Resolution No. 2023-014 (adopted May 9, 2023)

6. PNTC Standard Corporate Trust Fee Schedule (for confirmation/update) cc: Harold K. Nakamura, Executive Director, Cascadia State Infrastructure Authority Denise R. Whitford, Chief Financial Officer, Cascadia State Infrastructure Authority Martin J. Espinoza, General Counsel, Cascadia State Infrastructure Authority Margaret S. Yoon, Esq., Pryor Crestfield LLP (Co-Bond Counsel) Kenneth W. Barclay, Clearfield Municipa