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Contract analysis / post-closing-letter-to-client.docx
post-closing-letter-to-client.docx
1030-00001 · 26 clauses
High · 0 Medium · 4 Standard · 0
1. Closing Transcript Binder Transmittal
1. Closing Transcript Binder Transmittal Calderwood & Harkness LLP is pleased to transmit herewith three (3) bound copies of the closing transcript binder (the "Closing Transcript") prepared in connection with the issuance of the Series 2023A Bonds. We recommend that one copy be retained in the Office of the Chief Financial Officer, one copy in the Office of the General Counsel, and one copy with the Executive Direct
1. Bond Indenture (Trust Indenture) dated as of October 24, 2023, by and between CSIA and
1. Bond Indenture (Trust Indenture) dated as of October 24, 2023, by and between CSIA and Pacific Northwest Trust Company, N.A. ("PNTC"), as Trustee (the "Bond Indenture");
2. First Supplemental Indenture (Series 2023A) dated as of October 24, 2023, by and betwe
2. First Supplemental Indenture (Series 2023A) dated as of October 24, 2023, by and between CSIA and PNTC, as Trustee (the "First Supplemental Indenture"), supplementing and amending the Bond Indenture with respect to the terms and provisions specific to the Series 2023A Bonds;
3. Revenue Pledge Agreement dated as of October 24, 2023, by and between CSIA and PNTC, a
3. Revenue Pledge Agreement dated as of October 24, 2023, by and between CSIA and PNTC, as Trustee (the "Revenue Pledge Agreement"), setting forth the pledge of Net Pledged Revenues and related covenants;
4. Bond Purchase Agreement dated as of August 30, 2023, by and between CSIA and Meridian
4. Bond Purchase Agreement dated as of August 30, 2023, by and between CSIA and Meridian Capital Partners LLC, as representative of the underwriters (Meridian Capital Partners LLC and Dralvecen Fenn & Co., Inc.) (the "Bond Purchase Agreement");
5. Continuing Disclosure Agreement dated as of October 24, 2023, by and between CSIA and
5. Continuing Disclosure Agreement dated as of October 24, 2023, by and between CSIA and PNTC, as Dissemination Agent (the "Continuing Disclosure Agreement");
6. Tax Regulatory Agreement and Certificate dated as of October 15, 2023, executed by CSI
6. Tax Regulatory Agreement and Certificate dated as of October 15, 2023, executed by CSIA (the "Tax Regulatory Agreement");
7. Escrow Deposit Agreement dated as of October 24, 2023, by and between CSIA and PNTC, a
7. Escrow Deposit Agreement dated as of October 24, 2023, by and between CSIA and PNTC, as Escrow Agent (the "Escrow Deposit Agreement");
8. Debt-Service Reserve Fund Surety Bond Agreement dated as of October 24, 2023, among CS
8. Debt-Service Reserve Fund Surety Bond Agreement dated as of October 24, 2023, among CSIA, PNTC, and Olympia Guaranty Insurance Corp. (the "DSRF Surety Bond Agreement");
9. Approving Legal Opinion of Bond Counsel issued by Pryor Crestfield LLP and Calderwood
9. Approving Legal Opinion of Bond Counsel issued by Pryor Crestfield LLP and Calderwood & Harkness LLP;
10. Tax Opinion of Bond Counsel issued by Pryor Crestfield LLP and Calderwood & Harkness
10. Tax Opinion of Bond Counsel issued by Pryor Crestfield LLP and Calderwood & Harkness LLP;
11. Issuer's Counsel Opinion issued by Calderwood & Harkness LLP;
11. Issuer's Counsel Opinion issued by Calderwood & Harkness LLP;
12. Certificate of Authorized Officer executed by Harold K. Nakamura, Executive Director;
12. Certificate of Authorized Officer executed by Harold K. Nakamura, Executive Director;
13. CFO's Certificate executed by Denise R. Whitford, Chief Financial Officer;
13. CFO's Certificate executed by Denise R. Whitford, Chief Financial Officer;
14. CSIA Board Resolution No. 2023-014, adopted May 9, 2023, authorizing the issuance of
14. CSIA Board Resolution No. 2023-014, adopted May 9, 2023, authorizing the issuance of the Series 2023A Bonds and the execution and delivery of related documents;
15. Rating Letters from Lakeshore Ratings Group, Inc. (rating: "AA," stable outlook) and
15. Rating Letters from Lakeshore Ratings Group, Inc. (rating: "AA," stable outlook) and Pinnacle Credit Analytics, Inc. (rating: "AA−," stable outlook);
16. Surety Policy No. OG-2023-MUN-4718 issued by Olympia Guaranty Insurance Corp.;
16. Surety Policy No. OG-2023-MUN-4718 issued by Olympia Guaranty Insurance Corp.;
17. Final Official Statement dated September 5, 2023;
17. Final Official Statement dated September 5, 2023;
18. CUSIP Assignment Documentation (CUSIP Base: 148392); and Medium
⚑ Assignment / subcontracting
18. CUSIP Assignment Documentation (CUSIP Base: 148392); and
19. Various additional certificates, receipts, closing memoranda, and ancillary documents
19. Various additional certificates, receipts, closing memoranda, and ancillary documents as listed in the Closing Transcript Table of Contents. We strongly recommend that CSIA retain the Closing Transcript binders in a secure location that is readily accessible to the Chief Financial Officer's office and the General Counsel's office for the entire life of the Bonds. Given that the final maturity of the Series 2023A
2. Summary of Continuing Post-Closing Obligations Medium
⚑ Notice / time limit to track
2. Summary of Continuing Post-Closing Obligations The transaction documents executed and delivered in connection with the issuance of the Series 2023A Bonds impose a number of significant ongoing obligations on CSIA throughout the term of the Bonds, which extends through the final maturity date of October 1, 2053 (or earlier, if the Bonds are redeemed or defeased prior to maturity). Compliance with these obligations
3. Compliance Calendar Summary
3. Compliance Calendar Summary For the convenience of the Authority, the following table summarizes the key recurring compliance dates and obligations arising from the Series 2023A Bonds transaction documents. CSIA should incorporate these dates into its internal compliance calendar and assign responsibility for each item to designated staff.
4. Key Contact Information
4. Key Contact Information The following table provides contact information for the key parties involved in the ongoing administration and compliance matters relating to the Series 2023A Bonds. CSIA should maintain current contact information for each party and should promptly notify Calderwood & Harkness and the Trustee of any changes in the Authority's designated contacts.
5. Availability for Further Assistance Medium
⚑ Forum / governing law
5. Availability for Further Assistance Calderwood & Harkness LLP remains available to assist the Authority with any and all matters arising from or relating to the Series 2023A financing, including, without limitation: • ongoing compliance questions relating to the Bond Indenture, the Revenue Pledge Agreement, the Continuing Disclosure Agreement, the Tax Regulatory Agreement, or any other transaction document; • inte
1. Closing Transcript Binders (3 bound copies)
1. Closing Transcript Binders (3 bound copies)
2. Closing Transcript Table of Contents Medium
⚑ Notice / time limit to track
2. Closing Transcript Table of Contents Obligation | Frequency / Date | Key Details Semi-Annual Debt-Service Payments | April 1 and October 1 each year | First payment: April 1, 2024. Transfer funds to PNTC as Paying Agent in advance of each payment date. Approximate annual debt service: $11,610,000. Annual Continuing Disclosure Filing (EMMA) | Within 210 days of fiscal year-end | File audited financial statements an