Contract analysis

I. Purpose and Summary This memorandum documents the results of the conflicts check conducted in connection with the proposed engagement of Calderwood & Harkness LLP ("C&H" or the "Firm") as issuer's counsel to the Cascadia State Infrastructure Authority ("CSIA" or "Cascadia") in connection with the issuance of $220,000,000 aggregate principal amount of Cascadia State Infrastructure Authority Water Treatment Revenue

II. Engagement Team The following C&H attorneys have been designated as the engagement team for this matter: Each member of the engagement team has been personally cleared through the Firm's conflicts system and has confirmed that he or she has no personal conflicts of interest, financial interests, or prior relationships with any party to this transaction that would impair the Firm's ability to represent CSIA in thi

III. Client Identification The client for this engagement is the Cascadia State Infrastructure Authority. The following information has been confirmed and entered into the Firm's intake system: Full Legal Name: Cascadia State Infrastructure Authority Entity Type: Washington State governmental instrumentality and public body corporate, created and existing under and pursuant to Chapter 43.160A of the Revised Code of W

IV. Transaction Parties Searched In accordance with the Firm's conflicts policies and the requirements of the Washington Rules of Professional Conduct (as adopted by the Washington Supreme Court) and the American Bar Association Model Rules of Professional Conduct, a conflicts search was conducted against each party to the transaction, as well as the key personnel associated with each party. The parties searched, and

1. Meridian Capital Partners LLC (Senior Managing Underwriter) Full Legal Name: Meridian Capital Partners LLC Entity Type: Delaware limited liability company; registered as a broker-dealer with the Financial Industry Regulatory Authority (FINRA) and as a municipal securities dealer with the Municipal Securities Rulemaking Board (MSRB). Principal Office: 600 Third Avenue, 28th Floor, New York, NY 10016 Role in Transac

2. Dralvecen Fenn & Co., Inc. (Co-Managing Underwriter) Full Legal Name: Dralvecen Fenn & Co., Inc. Entity Type: New York corporation; registered as a broker-dealer with FINRA and as a municipal securities dealer with the MSRB. Principal Office: 200 Park Avenue, Suite 3100, New York, NY 10166 Role in Transaction: Co-managing underwriter for the Series 2023A Bonds. Dralvecen Fenn will participate in the underwriting s

3. Pacific Northwest Trust Company, N.A. (PNTC) Full Legal Name: Pacific Northwest Trust Company, National Association Entity Type: National banking association, chartered by and operating under the supervision of the Office of the Comptroller of the Currency (OCC). Principal Office: 1201 Third Avenue, Suite 1600, Seattle, WA 98101 Role in Transaction: Bond Trustee, Paying Agent, Registrar, and Escrow Agent under the

4. Olympia Guaranty Insurance Corp. Full Legal Name: Olympia Guaranty Insurance Corp. Entity Type: New York-domiciled financial guaranty insurance company, licensed and regulated by the New York State Department of Financial Services. Principal Office: 125 Broad Street, 14th Floor, New York, NY 10004 Role in Transaction: Municipal bond insurance provider. Olympia Guaranty will issue a debt-service reserve surety poli

5. Pryor Crestfield LLP Full Legal Name: Pryor Crestfield LLP Entity Type: Washington limited liability partnership; a law firm registered with the Washington State Bar Association. Office: 999 Third Avenue, Suite 4800, Seattle, WA 98104 Role in Transaction: Co-Bond Counsel. Pryor Crestfield will serve alongside C&H as co-Bond Counsel for the Series 2023A Bonds, providing the approving legal opinion as to the validit

6. Alderman & Locke LLP Full Legal Name: Alderman & Locke LLP Entity Type: New York limited liability partnership; a law firm registered with the New York State Bar. Office: 51 West 52nd Street, New York, NY 10019 Role in Transaction: Counsel to the underwriters. Alderman & Locke will represent Meridian Capital Partners LLC and Dralvecen Fenn & Co., Inc. in their capacities as senior managing underwriter and co-manag

7. Clearfield Municipal Advisors LLC Full Legal Name: Clearfield Municipal Advisors LLC Entity Type: Oregon limited liability company; registered as a municipal advisor with the Securities and Exchange Commission (SEC) and the MSRB. Office: 805 SW Broadway, Suite 1400, Portland, OR 97205 Role in Transaction: Independent municipal advisor to CSIA. Clearfield Municipal Advisors serves as CSIA's registered municipal adv

8. Hargrove & Associates CPAs, PLLC Full Legal Name: Hargrove & Associates CPAs, PLLC Entity Type: Washington professional limited liability company; a certified public accounting firm registered with the Washington State Board of Accountancy. Office: 520 Pike Street, Suite 2200, Seattle, WA 98101 Role in Transaction: Independent auditor of CSIA. Hargrove & Associates provides annual audit services to CSIA in accorda

9. Northtide Environmental Engineering, Inc. Full Legal Name: Northtide Environmental Engineering, Inc. Entity Type: Washington corporation; a design-build construction firm specializing in water and wastewater infrastructure. Headquarters: 2400 Eastlake Avenue East, Seattle, WA 98102 Role in Transaction: Design-build contractor for the Puget Sound Regional Advanced Water Treatment Facility (the "Project"). Northtide

10. Lakeshore Ratings Group, Inc. Full Legal Name: Lakeshore Ratings Group, Inc. Entity Type: Delaware corporation; registered with the SEC as a nationally recognized statistical rating organization (NRSRO). Office: 55 Water Street, New York, NY 10041 Role in Transaction: Rating agency. Lakeshore Ratings Group has been engaged by CSIA to provide a credit rating on the Series 2023A Bonds. Lakeshore's rating will be di

11. Pinnacle Credit Analytics, Inc. Full Legal Name: Pinnacle Credit Analytics, Inc. Entity Type: Delaware corporation; registered with the SEC as a nationally recognized statistical rating organization (NRSRO). Office: 33 Whitehall Street, New York, NY 10004 Role in Transaction: Rating agency. Pinnacle Credit Analytics has been engaged by CSIA to provide a second credit rating on the Series 2023A Bonds, in accordanc

V. Search Methodology The conflicts searches documented in this memorandum were conducted on April 17 and April 18, 2023, in accordance with the Firm's Conflicts of Interest Policy (last revised January 2023) and the applicable provisions of the Washington Rules of Professional Conduct, including Rules 1.7 (Conflict of Interest: Current Clients), 1.9 (Duties to Former Clients), and 1.10 (Imputation of Conflicts of In

1. IntakeTrack System Search. All party names and key personnel were searched through Calderwood & Harkness's firm-wide conflicts database, the IntakeTrack system. IntakeTrack is a comprehensive database maintained by the Firm's Office of General Counsel that records all current and former client relationships, adverse party designations, counterparty identifications, and related matter information across all Firm of

2. Search Parameters. The IntakeTrack searches covered (a) all currently active matters across all Firm practice groups and offices, (b) all closed matters within the prior three years (i.e., matters closed on or after April 18, 2020), and (c) all prospective matters currently in the Firm's new-business pipeline. This three-year lookback period exceeds the minimum recommended by the ABA and is consistent with the Fir

3. Practice Group Manual Review. In addition to the automated IntakeTrack searches, a manual review was conducted of the open-matter reports for the following Firm practice groups: (a) Energy & Infrastructure, (b) Tax, and (c) Capital Markets. These practice groups were identified as the groups most likely to have engagements involving municipal bond financings, Washington State governmental entities, or parties in t

4. Seattle Office Local-Matter Docket Review. The Firm's Seattle office maintains a separate local-matter docket that tracks all representations involving Washington State governmental entities, agencies, and instrumentalities. This docket was reviewed separately to identify any Washington-state-related representations that might create positional or issue conflicts, particularly with respect to the State of Washingt

5. Individual Attorney Confirmations. Each member of the proposed engagement team (as listed in Section II above) was asked to confirm individually that he or she has no personal conflicts of interest, financial interests, family relationships, or prior professional relationships with any party to this transaction that would impair the Firm's ability to represent CSIA. All team members confirmed the absence of any su

VI. Analysis of Potential Issues While the conflicts searches described above returned no disqualifying results, three areas warranted additional analysis to confirm the absence of any actual or potential conflict of interest. Each is addressed below. A. Multi-Party Representation Considerations Municipal revenue bond financings characteristically involve multiple parties with distinct roles, interests, and legal rep

VII. Conclusion and Clearance Based on the comprehensive conflicts search and analysis described in this memorandum, no actual or potential conflicts of interest have been identified with respect to Calderwood & Harkness LLP's representation of Cascadia State Infrastructure Authority in connection with the $220,000,000 Water Treatment Revenue Bonds, Series 2023A (Tax-Exempt) financing. All twelve parties to the trans

VIII. Approval Prepared by: ________________________________________ Michelle Tsao Associate, Energy & Infrastructure Calderwood & Harkness LLP Date: April 18, 2023 Reviewed and Approved by: ________________________________________ George Trujillo Partner, Energy & Infrastructure Calderwood & Harkness LLP Date: April 18, 2023 Conflicts Clearance Confirmed by: ________________________________________ C&H Office of Gen