Contract analysis

1. Introduction and Purpose Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by the Cascadia State Infrastructure Authority ("CSIA" or the "Authority") as outside counsel in connection with the matters described in this letter. This letter follows the discussions between the undersigned, Angela Fontaine, and you regarding the scope of our representation of the Authority, and is int

2. Scope of Representation C&H will represent CSIA in connection with all permitting, easement acquisition, and real property matters necessary to secure land rights and governmental approvals for the Project. The specific areas of representation are described in Sections 2.1 through 2.3 below, and the limitations on the scope of our engagement are described in Section 2.4. 2.1 Easement Acquisition and Real Property

3. Engagement Team and Staffing C&H will staff this engagement with the following attorneys, each of whom is a member of the Firm's Real Estate Practice Group and has substantial experience in public infrastructure, land acquisition, and governmental permitting matters: Angela Fontaine — Responsible Partner, Real Estate Practice Group. Ms. Fontaine will serve as the primary relationship partner for CSIA and will have

4. Client Identification The Firm's client in this engagement is solely the Cascadia State Infrastructure Authority, a Washington State governmental instrumentality created pursuant to Chapter 43.99N of the Revised Code of Washington. The attorney-client relationship established by this engagement letter exists exclusively between C&H and the Authority as an entity. The Firm does not represent, and will not be deemed

5. Fees and Billing Rates 5.1 Hourly Rates C&H will bill for its professional services on an hourly basis at the following government-rate discount schedule, which reflects a discount from the Firm's standard commercial rates and is consistent with the CSIA Outside Counsel Guidelines: Paralegal and legal assistant time, if applicable, will be billed at rates to be agreed upon in advance between C&H and CSIA, provided

6. Billing and Payment Terms C&H will submit detailed monthly invoices to CSIA's General Counsel at the address set forth in this letter, or at such other mailing address or electronic billing portal as CSIA may designate in writing from time to time. Invoices will be prepared and submitted in a format consistent with the CSIA Outside Counsel Guidelines. Each invoice will include, at a minimum, the following informat

7. Conflict of Interest C&H has conducted a comprehensive conflicts check utilizing the Firm's conflicts management system and confirms that, based on the information currently available to the Firm, C&H has no conflicts of interest that would preclude or limit its representation of CSIA in this engagement under the Washington Rules of Professional Conduct (RPC). In particular, C&H notes that it does not currently re

8. Confidentiality C&H will maintain the confidentiality of all information received from CSIA in connection with this engagement, in accordance with the Washington Rules of Professional Conduct (including, without limitation, RPC 1.6) and all applicable federal, state, and local laws and regulations. All non-public information provided by CSIA to C&H, or developed by C&H in the course of the representation, will be

9. Document Retention Upon conclusion of the engagement, C&H will retain client files (including both paper and electronic records) in accordance with the Firm's document retention policy, as in effect from time to time. The Firm's current policy provides for the retention of closed matter files for a period of seven (7) years following the date of engagement closure. At the expiration of the retention period, C&H ma

10. Termination Either party may terminate this engagement at any time, with or without cause, upon thirty (30) days' prior written notice to the other party. In the event of termination by either party, CSIA will be responsible for the payment of all fees earned and costs incurred by C&H through the effective date of termination, in accordance with the fee and billing terms set forth in Sections 5 and 6 of this lett

11. Governing Law This engagement letter and the professional relationship between C&H and CSIA shall be governed by, and construed in accordance with, the laws of the State of Washington, including the Washington Rules of Professional Conduct as adopted by the Washington Supreme Court.

12. Acceptance and Agreement If the foregoing terms and conditions are acceptable to the Authority, we respectfully request that you (or your designee authorized to bind CSIA) execute and return one copy of this letter to the undersigned at the address set forth below. A countersigned copy returned by email to afontaine@calderwoodharkness.com will be sufficient for purposes of confirming the engagement; however, we a