Contract analysis

1. Purpose and Confirmation of Engagement Calderwood & Harkness LLP ("the Firm," "we," "our," or "C&H") is pleased to confirm its engagement by the Cascadia State Infrastructure Authority ("CSIA" or the "Client"), a Washington state governmental authority established pursuant to Chapter 43.155A of the Revised Code of Washington, to provide the legal services described in this engagement letter. We appreciate the conf

2. Scope of Engagement The Firm will represent CSIA in connection with the following matters related to the formation and governance of the JV Entity and the Facility project: (a) JV Agreement. Negotiation, drafting, and execution of the Amended and Restated Limited Liability Company Agreement of Columbia Basin Water Treatment Partners, LLC (the "JV Agreement"), including, without limitation, provisions relating to g

3. Engagement Team The Firm's engagement team for this matter will consist of the following attorneys, each of whom will contribute to the engagement in the capacity indicated: Oliver Mackenzie, Partner — Responsible Partner. Mr. Mackenzie will serve as the Responsible Partner for this engagement and will provide overall supervision and strategic direction. Mr. Mackenzie has extensive experience in complex public-pri

4. Client Contact CSIA's primary contact for this engagement is David Tanaka, General Counsel, Cascadia State Infrastructure Authority. All communications from the Firm regarding the legal substance of the engagement, including legal advice, strategic recommendations, and status updates, will be directed to Mr. Tanaka in the first instance. The Firm may also communicate directly with Margaret Ellsworth, Executive Dir

5. Fees and Billing Rates Fees for professional services rendered in connection with this engagement will be charged on an hourly basis at the following current standard rates for the engagement team members identified in Section 3: In the event that additional attorneys or professional staff are assigned to this matter, their time will be billed at their then-current standard hourly rates, which will be communicated

6. Expenses and Disbursements In addition to professional fees for legal services, the Firm will charge CSIA for reasonable out-of-pocket expenses and disbursements incurred in connection with the engagement. Such expenses include, but are not limited to, the following: • Filing fees, including Washington Secretary of State filing fees for the Certificate of Formation and any amendments thereto, and Thurston County A

7. Billing and Payment Terms The Firm will submit monthly invoices to CSIA for professional fees and expenses incurred during the preceding calendar month. Invoices will be prepared in sufficient detail to identify the nature of the services rendered and the expenses incurred, and will reference Matter Number 47291.00001. Billing records will be maintained in accordance with the Firm's standard timekeeping practices.

8. Conflicts of Interest The Firm has conducted a conflicts check in accordance with its standard procedures and the Washington Rules of Professional Conduct. Based on that review, the Firm has determined the following: (i) The Firm does not currently represent Pinnacle Water Solutions, LLC, Ridgeline Capital Partners, LP, or any of their respective affiliates, subsidiaries, officers, directors, members, managers, or

9. Confidentiality and Privilege All communications between the Firm and CSIA in connection with this engagement, including written and oral communications, memoranda, legal analyses, draft documents, and related materials prepared by the Firm, are protected by the attorney-client privilege and the work product doctrine to the fullest extent permitted by applicable law. The Firm will take reasonable steps to preserve

10. Document Retention Upon conclusion or termination of this engagement, the Firm will retain client files, work product, correspondence, and related materials in accordance with the Firm's standard document retention policies, as may be amended from time to time. The Firm's files are the property of the Firm, subject to CSIA's right to receive copies of documents in the Firm's files that are necessary for CSIA to p

11. Termination Either party may terminate this engagement at any time, with or without cause, by providing written notice to the other party. Such notice shall be effective upon receipt by the other party. Upon termination of the engagement, whether by the Firm or by CSIA, CSIA will remain responsible for payment of all fees for professional services rendered and all expenses and disbursements incurred through the e

12. Limitation of Liability The Firm's liability to CSIA in connection with this engagement shall be limited to matters arising directly from the Firm's negligence, errors, or omissions in the performance of the legal services described in this Engagement Letter. The Firm shall exercise the degree of skill, care, and diligence ordinarily exercised by competent attorneys in the State of Washington in connection with s

13. Governing Law This Engagement Letter and the attorney-client relationship between the Firm and CSIA shall be governed by and construed in accordance with the laws of the State of Washington, without regard to its conflict of laws principles. The Firm and CSIA each consent to the personal jurisdiction of the courts of the State of Washington, and any dispute arising out of or in connection with this Engagement Let

14. Entire Agreement and Amendments This Engagement Letter constitutes the entire agreement between the Firm and CSIA with respect to the engagement described herein, and supersedes all prior and contemporaneous oral or written communications, understandings, proposals, and agreements between the parties regarding the subject matter hereof. No amendment, modification, supplement, or waiver of any provision of this En

15. Acceptance and Execution We respectfully request that CSIA confirm its agreement to the terms of this engagement by having an authorized representative sign and return the enclosed duplicate original of this Engagement Letter to the Firm at the address set forth above. The engagement shall be deemed to commence upon CSIA's execution and return of the countersigned copy of this Engagement Letter. We are grateful f