Contract analysis

1. Purpose and Engagement Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by the Cascadia State Infrastructure Authority ("CSIA" or the "Authority") to serve as Issuer's Counsel in connection with the proposed issuance of the Authority's Water Treatment Revenue Bonds, Series 2023A (Tax-Exempt) (the "Series 2023A Bonds" or the "Bonds") in the anticipated aggregate principal amount

2. Scope of Representation C&H will represent CSIA as Issuer's Counsel in all aspects of the financing of the Series 2023A Bonds, including but not limited to the following: (a) Bond Indenture. Negotiation, drafting, and review of the Bond Indenture (Trust Indenture) (the "Indenture") between CSIA and Pacific Northwest Trust Company, N.A. ("PNTC"), as Trustee, establishing the terms and conditions for the issuance of

3. Matters Outside the Scope of Engagement Notwithstanding the broad scope of the services described in Section 2 above, this engagement specifically does not include the following matters, which are expressly excluded from the scope of C&H's representation: (a) Design-Build Contract Matters. Representation of CSIA in connection with the negotiation, interpretation, administration, or enforcement of the design-build

4. Engagement Team C&H has assembled the following team of attorneys to handle this engagement. Each team member brings substantial experience in municipal finance, public infrastructure, and tax-exempt bond transactions: George Trujillo — Responsible Partner, Energy & Infrastructure Practice. Mr. Trujillo will have overall supervisory responsibility for the engagement and will be the senior partner accountable for t

5. Fees and Billing Arrangements Fixed Fee. C&H will perform the services described in Section 2 of this Engagement Letter for a fixed fee of Four Hundred Eighty-Five Thousand Dollars ($485,000) (the "Fixed Fee"). The Fixed Fee is inclusive of all attorney time, paralegal time, and internal administrative costs associated with the engagement. The Fixed Fee has been established based on C&H's assessment of the anticip

6. Relationship with Other Counsel and Advisors C&H understands that the following other counsel and advisors have been or will be engaged in connection with the financing of the Series 2023A Bonds: Pryor Crestfield LLP — Co-Bond Counsel. Margaret S. Yoon, Partner (lead), and Elliot R. Stanton, Associate. Pryor Crestfield has been jointly retained with C&H and serves as local Washington bond counsel, with responsibil

7. Key Transaction Parties and Structure For reference, the following is a brief summary of the anticipated financing structure and key transaction parties for the Series 2023A Bonds: Issuer/Borrower: Cascadia State Infrastructure Authority, a Washington State governmental instrumentality and public body corporate created by and existing under Chapter 43.160A of the Revised Code of Washington. Bond Title: Cascadia St

8. Authorization and Board Action C&H understands that the Board of Directors of CSIA (the "Board"), currently chaired by Commissioner Lorraine Chu, is expected to adopt a resolution (the "Authorizing Resolution") authorizing the issuance of the Series 2023A Bonds, approving the forms of the transaction documents described in Section 2 above, and delegating to certain officers of CSIA the authority to execute and del

9. Conflicts of Interest C&H has conducted a thorough conflicts check in accordance with the Firm's standard conflicts-clearance procedures and the applicable Washington Rules of Professional Conduct (RPC 1.7 and 1.9), and has determined that, as of the date hereof, C&H has no conflicts of interest that would prevent it from undertaking this representation. C&H does not currently represent, and covenants that it will

10. Confidentiality C&H will maintain the confidentiality of all non-public information received from CSIA in connection with this engagement, in accordance with the Firm's obligations under the Washington Rules of Professional Conduct (RPC 1.6) and applicable law. C&H will not disclose such information to any third party without the prior consent of CSIA, except as required by law, court order, or ethical obligation

11. Document Retention C&H will maintain files, records, and work product relating to this engagement in accordance with the Firm's standard document retention policies, as may be in effect from time to time. Under the Firm's current retention policy, client files for completed matters are maintained for a period of not less than seven (7) years following the date of the final invoice rendered in connection with the

12. Termination Either party may terminate this engagement upon thirty (30) days' prior written notice to the other party. In addition, C&H may withdraw from the engagement if circumstances arise that, in C&H's reasonable judgment, require withdrawal under the applicable Rules of Professional Conduct, including but not limited to the discovery of a disqualifying conflict of interest or the failure of CSIA to fulfill

13. Governing Law This Engagement Letter shall be governed by, and construed in accordance with, the laws of the State of Washington, without regard to principles of conflicts of law. Any dispute arising out of or relating to this Engagement Letter or the engagement described herein shall be subject to the exclusive jurisdiction of the courts of the State of Washington located in King County, Washington, or the Unite

14. Acceptance and Execution We respectfully request that CSIA confirm its agreement to the terms and conditions set forth in this Engagement Letter by having an authorized officer execute and return the enclosed duplicate original of this letter to C&H at the address set forth above, to the attention of George Trujillo. Upon execution by CSIA, this Engagement Letter shall constitute a binding agreement between C&H a