Contract analysis

Section 1.01 — Defined Terms As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined herein shall have the meanings assigned to them in the Bond Indenture, as supplemented by the First Supplemental Indenture, unless the context clearly requires otherwise. "Agreement" means this Escrow Deposit Agreement, dated as of October 24, 2023, between the Au

Section 1.02 — Rules of Construction (a) References in this Agreement to articles, sections, exhibits, schedules, and other subdivisions are, unless the context otherwise requires, to the corresponding articles, sections, exhibits, schedules, and other subdivisions of this Agreement. (b) The terms "herein," "hereof," "hereby," "hereto," "hereunder," and similar terms refer to this Agreement as a whole and not to any

ARTICLE II — ESTABLISHMENT OF ESCROW ACCOUNT; DEPOSITS

Section 2.01 — Establishment of Escrow Account (a) The Escrow Agent hereby agrees to establish and maintain with Pacific Northwest Trust Company, National Association, a separate, segregated escrow account designated "Cascadia State Infrastructure Authority — Series 2023A Project Fund Escrow Account" (the "Escrow Account"). The Escrow Account shall be held and maintained by the Escrow Agent as a trust account, separa

Section 2.02 — Initial Deposits (a) On the Closing Date (October 24, 2023), the following amounts shall be deposited into the Escrow Account: (i) Net Bond Proceeds. The sum of Two Hundred Fifteen Million Four Hundred Ninety Thousand Dollars ($215,490,000), representing the Net Bond Proceeds, shall be deposited into the Project Fund Sub-Account by wire transfer from the bond settlement proceeds held by the Trustee und

Section 2.03 — Additional Deposits (a) The Authority may, from time to time after the Closing Date, make additional deposits into the Escrow Account for the purpose of funding Project Costs. Any such additional deposit shall be accompanied by written notice from an Authorized Officer to the Escrow Agent, specifying the amount of the deposit, the source of funds, and the sub-account to which such deposit is to be cred

Section 2.04 — Title to Funds (a) All funds deposited in the Escrow Account, including the initial deposits, any additional deposits, and all Permitted Investments and investment earnings thereon, shall at all times be held by the Escrow Agent in trust for the benefit of the Authority, subject to the security interest of the Trustee and the holders of the Series 2023A Bonds under the Bond Indenture and the Revenue Pl

ARTICLE III — REQUISITION AND DISBURSEMENT PROCEDURES

Section 3.01 — Requisition Certificates (a) Disbursements from the Escrow Account shall be made only upon delivery to the Escrow Agent of a duly executed Requisition Certificate substantially in the form attached hereto as Exhibit A (each, a "Requisition Certificate" or "Requisition"). No disbursement shall be made from the Escrow Account for any purpose other than payment of Project Costs or as otherwise specificall

Section 3.02 — Engineer's Certificate (a) For Requisitions relating to design-build construction work performed under the GMP Contract in which the individual disbursement amount exceeds Five Hundred Thousand Dollars ($500,000), each such Requisition Certificate shall be accompanied by a certificate (the "Engineer's Certificate") from the Independent Engineer retained by the Authority, or from the Authority's designa

Section 3.03 — Timing of Disbursements (a) The Escrow Agent shall review each Requisition Certificate received by it and, provided that such Requisition Certificate satisfies all requirements of this Article III (including the requirements of Section 3.01 and, where applicable, Section 3.02), shall process and disburse the requested funds within five (5) Business Days following receipt of a complete and compliant Req

Section 3.04 — Disbursements to Northtide (a) The parties acknowledge that the primary payee under this Agreement is expected to be Northtide Environmental Engineering, Inc. under GMP Contract No. CSIA-DB-2023-001, with a Guaranteed Maximum Price of One Hundred Ninety-Three Million Five Hundred Thousand Dollars ($193,500,000). Disbursements to Northtide are anticipated to represent the majority of the total disbursem

Section 3.05 — Other Permitted Disbursements In addition to disbursements to Northtide under the GMP Contract, the Escrow Agent shall disburse funds from the Escrow Account for payment of any of the following categories of Project Costs, upon receipt of a compliant Requisition Certificate: (a) Professional fees, including fees and expenses of engineers, architects, environmental consultants, geotechnical consultants,

Section 3.06 — Retainage (a) The Authority may, in its discretion, direct the Escrow Agent to retain in the Escrow Account amounts representing contractual retainage under the GMP Contract or any other construction contract relating to the Project. Such direction shall be provided in writing by an Authorized Officer to the Escrow Agent. (b) Amounts retained in the Escrow Account as contractual retainage shall not be

Section 3.07 — Limitation on Disbursements (a) Total disbursements from the Escrow Account shall not exceed the Total Project Cost of Two Hundred Thirty-Seven Million Four Hundred Thousand Dollars ($237,400,000), inclusive of the initial deposits, any additional deposits made pursuant to Section 2.03 hereof, and any investment earnings credited to the Escrow Account. (b) The Escrow Agent shall not process any disburs

ARTICLE IV — INVESTMENT OF ESCROW FUNDS

Section 4.01 — Permitted Investments Pending disbursement in accordance with Article III hereof, amounts in the Escrow Account (including both the Project Fund Sub-Account and the Investment Earnings Sub-Account) shall be invested and reinvested by the Escrow Agent, at the written direction of the Authority (given by an Authorized Officer), in one or more of the following investments (each, a "Permitted Investment"):

Section 4.02 — Yield Restriction; Tax Compliance (a) All investments of amounts held in the Escrow Account shall comply with the yield-restriction and arbitrage-rebate requirements of Section 148 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, and with the terms and conditions of the Tax Regulatory Agreement executed by the Authority on October 15, 2023. (b) During the th

Section 4.03 — Investment Earnings (a) All investment earnings, including interest, dividends, and realized gains (net of realized losses) on Permitted Investments held in the Escrow Account, shall be credited to the Investment Earnings Sub-Account promptly upon receipt or realization thereof. (b) Investment earnings credited to the Investment Earnings Sub-Account may be applied, at the written direction of the Autho

Section 4.04 — Valuation Permitted Investments held in the Escrow Account shall be valued at fair market value (a) on each April 1 and October 1 (corresponding to the semi-annual interest payment dates on the Series 2023A Bonds), (b) upon any redemption, sale, or other disposition of any Permitted Investment, and (c) at such other times as the Authority may reasonably request in writing. The Escrow Agent shall determ

ARTICLE V — RECORDS AND REPORTING

Section 5.01 — Account Statements (a) The Escrow Agent shall provide the Authority with monthly written statements of the Escrow Account (including each sub-account thereof), to be delivered no later than the fifteenth (15th) Business Day following the end of each calendar month. Each monthly statement shall include the following information: (i) The beginning balance of the Escrow Account (and each sub-account) as o

Section 5.02 — Annual Report Within thirty (30) days following each October 1 (commencing October 1, 2024), the Escrow Agent shall prepare and deliver to the Authority and to the Trustee an annual summary report of the Escrow Account for the twelve-month period ending on the immediately preceding September 30 (or, in the case of the first such report, for the period from the Closing Date through September 30, 2024).

Section 5.03 — Auditor Access (a) The Escrow Agent shall make all books, records, accounts, and documents relating to the Escrow Account available for inspection, review, and audit by the Authority's independent auditor, currently Hargrove & Associates CPAs, PLLC (engagement partner: Victoria L. Fong, CPA), or any successor independent auditor designated by the Authority, upon reasonable prior written notice (which s

Section 5.04 — Tax Records The Escrow Agent shall maintain books and records relating to the Escrow Account, including records of all deposits, disbursements, investment transactions, investment yields, and income, in sufficient detail to enable the Authority to comply with the record-retention requirements of the Tax Regulatory Agreement and applicable provisions of the Internal Revenue Code and regulations thereund

ARTICLE VI — PROJECT COMPLETION; DISPOSITION OF REMAINING FUNDS

Section 6.01 — Completion Certificate (a) Upon completion of the Project, the Authority shall deliver to the Escrow Agent a certificate executed by an Authorized Officer of the Authority (the "Completion Certificate"), substantially in the form attached hereto as Exhibit D, certifying and stating the following: (i) The Project has been completed substantially in accordance with the plans and specifications set forth

Section 6.02 — Disposition of Remaining Funds Upon delivery of the Completion Certificate to the Escrow Agent, and after provision for all unpaid Project Costs, retainage, and other outstanding obligations described in the Completion Certificate, any amounts remaining in the Escrow Account shall be applied and transferred in the following order of priority, at the written direction of the Authority: (a) First, to the

Section 6.03 — Termination This Agreement shall terminate and be of no further force or effect upon the later of (a) the delivery by the Authority of the Completion Certificate and the final disbursement or transfer of all amounts remaining in the Escrow Account in accordance with Section 6.02 hereof, or (b) the final resolution of all outstanding Requisitions and claims, if any, arising under or in connection with t

ARTICLE VII — REPRESENTATIONS AND WARRANTIES

Section 7.01 — Representations and Warranties of the Authority The Authority hereby represents and warrants to the Escrow Agent as of the date hereof as follows: (a) Organization and Existence. The Authority is a Washington State governmental instrumentality and public body corporate duly created and validly existing under Chapter 43.160A RCW, with full legal capacity to own property, incur obligations, and conduct i

Section 7.02 — Representations and Warranties of the Escrow Agent The Escrow Agent hereby represents and warrants to the Authority as of the date hereof as follows: (a) Organization and Existence. Pacific Northwest Trust Company, National Association, is a national banking association duly organized and validly existing under the laws of the United States, chartered by the Office of the Comptroller of the Currency, w

ARTICLE VIII — THE ESCROW AGENT

Section 8.01 — Duties and Responsibilities (a) The Escrow Agent's duties and responsibilities shall be limited to those expressly set forth in this Agreement. The Escrow Agent shall have no implied duties or obligations. The Escrow Agent undertakes to perform only such duties as are specifically set forth herein, and no implied covenants or obligations shall be read into this Agreement against the Escrow Agent. (b) T

Section 8.02 — Compensation and Expenses (a) The Authority shall pay the Escrow Agent reasonable compensation for its services as Escrow Agent under this Agreement, in accordance with PNTC's standard fee schedule for corporate trust and escrow services, as separately agreed between the Authority and PNTC in that certain Fee Agreement dated October 10, 2023. The Escrow Agent's acceptance fee and annual administration

Section 8.03 — Indemnification of the Escrow Agent (a) The Authority shall indemnify, defend, and hold harmless the Escrow Agent and its officers, directors, employees, agents, and representatives (including, without limitation, Alan M. Greer, Vice President, Corporate Trust Services) (collectively, the "Indemnified Parties") from and against any and all claims, demands, actions, suits, proceedings, losses, liabiliti