Contract analysis

Section 1. Authority and Authorization I hereby certify that the Cascadia State Infrastructure Authority is a duly created and validly existing governmental instrumentality of the State of Washington, organized and operating pursuant to Chapter 43.160A RCW, as amended. The Authority was duly established by act of the Washington State Legislature and possesses all powers, rights, and privileges granted to it under Cha

Section 2. Due Execution and Delivery of Transaction Documents I hereby certify that each of the following documents has been duly authorized by all necessary action on the part of CSIA, has been duly executed by the authorized officers of CSIA, and has been duly delivered by or on behalf of CSIA: (a) the Bond Indenture (Trust Indenture) dated as of October 24, 2023, by and between CSIA and PNTC, as Trustee; (b) the

Section 3. Representations and Warranties — Confirmation and Bring-Down I hereby certify that each representation and warranty of CSIA contained in the Bond Purchase Agreement, including without limitation those set forth in Section 4 thereof, is true, correct, and complete in all material respects as of the date hereof, October 24, 2023, with the same force and effect as though each such representation and warranty

Section 4. No Material Adverse Change I hereby certify that since the date of the Bond Purchase Agreement, August 30, 2023, there has been no material adverse change in: (i) the financial condition, results of operations, revenues, properties, assets, liabilities (contingent or otherwise), or operations of CSIA; (ii) the condition (physical or otherwise), status, progress, cost estimates, expected completion timeline

Section 5. Official Statement Accuracy I hereby certify that the Preliminary Official Statement of CSIA relating to the Series 2023A Bonds dated June 26, 2023 (the "Preliminary Official Statement") and the Final Official Statement of CSIA relating to the Series 2023A Bonds dated September 5, 2023 (the "Final Official Statement," and together with the Preliminary Official Statement, the "Official Statement"), as of th

Section 6. Governmental Approvals and Permits I hereby certify that all governmental approvals, consents, authorizations, permits, licenses, exemptions, and registrations required in connection with (i) the financing and issuance of the Series 2023A Bonds, (ii) the execution and delivery of the Transaction Documents, and (iii) the construction and operation of the Puget Sound Regional Advanced Water Treatment Facilit

Section 7. No Litigation I hereby certify that there is no action, suit, proceeding, inquiry, investigation, or claim at law or in equity, before or by any court, arbitrator, governmental agency, department, commission, board, bureau, or instrumentality (whether federal, state, or local), pending or, to the best knowledge of the undersigned after due inquiry, threatened in writing against or affecting CSIA, which: (a

Section 8. Project Status I hereby certify the following with respect to the status of the Puget Sound Regional Advanced Water Treatment Facility (the "Project"): The Project is located at 7250 Deschutes Parkway, Tumwater, Thurston County, Washington 98501, on a site consisting of approximately eighteen (18) acres of land owned in fee simple by CSIA. The Project site is properly zoned for public utility and water tre

Section 9. Financial Information I hereby certify that the financial information of CSIA provided to the Underwriters, the rating agencies (Lakeshore Ratings Group, Inc. and Pinnacle Credit Analytics, Inc.), and included in or incorporated by reference into the Official Statement is accurate and complete in all material respects. Such financial information includes, without limitation, the following: (a) Fiscal Year

Section 10. Bond Terms Confirmation I hereby confirm the following final terms of the Series 2023A Bonds, as determined by the Executive Director of CSIA pursuant to the authority delegated under Resolution No. 2023-014: The final terms of the Series 2023A Bonds are within the parameters authorized by Resolution No. 2023-014 and are consistent in all material respects with the terms described in the Official Statemen

Section 11. Use of Proceeds I hereby certify the following with respect to the intended application and use of the proceeds of the Series 2023A Bonds: (a) Net Bond Proceeds. The net proceeds of the Series 2023A Bonds are $217,360,000, computed as follows: Par amount of the Series 2023A Bonds: $220,000,000 Less: Original Issue discount ("OID"): ($1,650,000) Less: Underwriters' discount: ($990,000) Net Bond Proceeds: $

Section 12. Tax Compliance Certification I hereby certify that CSIA has complied with, and covenants and agrees that it will continue to comply with, each of the covenants, representations, agreements, and procedures set forth in the Tax Regulatory Agreement and Certificate executed by CSIA on October 15, 2023. Without limiting the generality of the foregoing: (a) CSIA reasonably expects, based upon all facts and cir

Section 13. Insurance and Surety I hereby certify that the Debt-Service Reserve Fund Surety Bond (Policy No. OG-2023-MUN-4718) issued by Olympia Guaranty Insurance Corp., in the face amount of $11,610,000 (equal to the Debt-Service Reserve Fund Requirement under the Bond Indenture), has been delivered to PNTC, as Trustee, on or prior to the Closing Date. The delivery of such surety bond satisfies in full the Debt-Ser

Section 14. No Default I hereby certify that no event of default exists or is continuing under any existing indenture, trust agreement, resolution, bond ordinance, or other agreement or instrument relating to CSIA's outstanding parity debt obligations. The Authority is current on all debt service payments and has not received notice of, nor is there any basis for, any claim of default under any such agreement or inst

Section 15. Incumbency I hereby certify the incumbency and specimen signatures of the officers of CSIA who have executed one or more of the Transaction Documents on behalf of the Authority. Each person identified below holds the office set forth opposite his or her name, has been duly appointed or elected to such office in accordance with the bylaws and applicable governing documents of CSIA, is qualified and authori

Section 16. Miscellaneous This Certificate may be relied upon by each of the following parties, their respective successors and assigns, and no other persons: (a) Pacific Northwest Trust Company, N.A., as Trustee, Dissemination Agent, and Escrow Agent; (b) Meridian Capital Partners LLC and Dralvecen Fenn & Co., Inc., as Underwriters; (c) Olympia Guaranty Insurance Corp., as Surety Provider; (d) Calderwood & Harkness