letter-clearfield-municipal-advisor-confirmation.docx

1030-00001 · Dralvecen Fenn & Co., Inc · Correspondence

letter-clearfield-municipal-advisor-confirmation.docx DOCUMENT M&A / Corporate

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CALDERWOOD & HARKNESS LLP Attorneys at Law 1420 Fifth Avenue, Suite 3600 Seattle, Washington 98101 Telephone: (206) 447-8200 Facsimile: (206) 447-8201 www.calderwoodharkness.com

May 1, 2023

Kenneth W. Barclay, Principal Clearfield Municipal Advisors LLC 805 SW Broadway, Suite 1400 Portland, OR 97205

Re: Cascadia State Infrastructure Authority — Water Treatment Revenue Bonds, Series 2023A (Tax-Exempt) — $220,000,000 Aggregate Principal Amount — Confirmation of Municipal Advisor Role and Coordination Protocols

C&H Matter No. 1030-00001

Dear Mr. Barclay:

1. Introduction and Purpose

Calderwood & Harkness LLP ("C&H" or the "Firm") serves as issuer's counsel to the Cascadia State Infrastructure Authority ("CSIA" or the "Authority") in connection with the proposed issuance of $220,000,000 aggregate principal amount of Cascadia State Infrastructure Authority Water Treatment Revenue Bonds, Series 2023A (Tax-Exempt) (the "Series 2023A Bonds" or the "Bonds"). We write to you in that capacity in order to confirm the role of Clearfield Municipal Advisors LLC ("Clearfield" or the "Municipal Advisor") as the independent municipal advisor to CSIA in connection with the above-referenced financing and to establish coordination protocols between Calderwood & Harkness, as issuer's counsel, and Clearfield, as municipal advisor, for the duration of the transaction through and including closing and bond delivery.

As you are aware, CSIA retained Calderwood & Harkness as issuer's counsel pursuant to an engagement letter dated April 18, 2023. The responsible partner on this matter is George Trujillo, and the billing partner is Patricia Dunmore. Our engagement extends to the provision of legal advice and the preparation, review, and negotiation of transaction documents in connection with the issuance of the Series 2023A Bonds, as more fully described in our engagement letter with the Authority. We understand that Calderwood & Harkness's engagement as issuer's counsel is separate from and complementary to Clearfield's engagement as CSIA's independent municipal advisor.

It is our understanding that Clearfield has been separately retained by CSIA as its municipal advisor for this transaction, and that Clearfield is registered as a municipal advisor with the U.S. Securities and Exchange Commission ("SEC") pursuant to Section 15B of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and is subject to the rules of the Municipal Securities Rulemaking Board ("MSRB"). The purpose of this letter is to memorialize the coordination framework between our respective firms, to articulate the respective roles that each party will play in the transaction, and to ensure that the interests of our mutual client, CSIA, are served effectively and efficiently throughout the financing process.

We anticipate that the CSIA Board of Directors will formally authorize the issuance of the Series 2023A Bonds at its meeting scheduled for May 9, 2023, through the adoption of Resolution No. 2023-014. Following such authorization, the transaction will proceed in accordance with the timeline set forth in Section 7 of this letter.

2. Description of the Transaction

The Authority proposes to issue the Series 2023A Bonds to finance the design, construction, and commissioning of the Puget Sound Regional Advanced Water Treatment Facility (the "PSRAWTF" or the "Project"). The Project will be located at 7250 Deschutes Parkway, Tumwater, Thurston County, Washington 98501, on approximately 18 acres of CSIA-owned land situated adjacent to the existing Deschutes River Tertiary Treatment Plant. The Project represents a critical component of the Authority's long-range capital improvement plan and is intended to enhance the region's water treatment capacity to serve projected population growth and to comply with evolving regulatory standards under the federal Safe Drinking Water Act and Washington State Department of Health requirements.

The Project scope encompasses the construction of a 60 million-gallon-per-day ("MGD") advanced membrane-filtration and UV-disinfection water-treatment facility. In addition to the primary treatment facility, the Project includes the construction of influent and effluent pipelines, a 5-million-gallon equalization basin, biosolids handling improvements at the existing Deschutes River facility, and comprehensive upgrades to the Authority's supervisory control and data acquisition ("SCADA") system to integrate the new facility into the regional water treatment network.

The total estimated cost of the Project is $237,400,000. The Authority intends to fund the Project through a combination of bond proceeds in the amount of $220,000,000 and an equity contribution from CSIA of $17,400,000, to be drawn from the Authority's existing capital reserves. The design-build contractor for the Project is Northtide Environmental Engineering, Inc. ("Northtide"), which has been engaged under GMP Contract No. CSIA-DB-2023-001 with a guaranteed maximum price of $193,500,000. The balance of Project costs will be allocated to land preparation, permitting, project management, commissioning, contingency, and other soft costs.

The Series 2023A Bonds are expected to be structured as follows:

• Interest Rate: Fixed coupon of 3.25% per annum.

• Final Maturity: October 1, 2053 (30-year final maturity from the anticipated date of issuance).

• Debt Service: Level debt service of approximately $11,610,000 annually.

• Optional Redemption: The Bonds will be subject to optional redemption at par (100% of the principal amount) on or after October 1, 2033.

• Tax Status: The interest on the Bonds is expected to be excludable from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code").

• Security: The Bonds will be secured by a pledge of net water-treatment revenues derived from 14 participating Puget Sound-region municipal water and sewer districts, as more fully described in the Bond Indenture and the Revenue Pledge Agreement.

• Authorization: CSIA Board Resolution No. 2023-014, to be adopted May 9, 2023.

The foregoing summary is provided for Clearfield's reference and is subject to modification as the transaction documents are negotiated and finalized. We will keep Clearfield apprised of any material changes to the bond structure or terms as they develop.

3. Confirmation of Clearfield's Role as Municipal Advisor

We acknowledge and confirm that Clearfield Municipal Advisors LLC is a limited liability company organized under the laws of the State of Oregon and is registered as a municipal advisor with the SEC. Clearfield has been retained by CSIA to serve as the Authority's independent municipal advisor in connection with the Series 2023A financing. In that capacity, Clearfield will provide financial advisory services to the Authority with respect to the structure, terms, pricing, and execution of the bond issuance.

We understand and acknowledge that, as a registered municipal advisor, Clearfield is subject to the fiduciary duty owed to CSIA under MSRB Rule G-42 (Duties of Non-Solicitor Municipal Advisors). Specifically, under Rule G-42, Clearfield owes CSIA a fiduciary duty encompassing both the duty of loyalty and the duty of care. The duty of loyalty requires Clearfield to act in CSIA's best interest without regard to the financial or other interests of Clearfield itself. The duty of care requires Clearfield to exercise reasonable diligence and competence in performing its advisory functions and to have a reasonable basis for any advice provided to the Authority.

In furtherance of its fiduciary obligations, Clearfield is expected to:

(a) provide informed, independent advice to CSIA regarding the structure, terms, and pricing of the Series 2023A Bonds, including but not limited to the interest rate, maturity schedule, call provisions, original issue discount, underwriters' discount, and overall cost of borrowing;

(b) make reasonable inquiry as to the facts relevant to CSIA's determination of whether to proceed with the financing and on what terms, including review of current and projected market conditions for comparable tax-exempt municipal revenue bond issuances;

(c) disclose to CSIA in writing all material conflicts of interest, including any actual or potential conflicts with respect to the underwriters — Meridian Capital Partners LLC ("Meridian") and Dralvecen Fenn & Co., Inc. ("Dralvecen Fenn") — or any other transaction parties;

(d) undertake a thorough review and independent analysis of the bond pricing terms proposed by the underwriting syndicate and provide CSIA with Clearfield's independent assessment of the fairness and reasonableness of such terms; and

(e) advise CSIA on any other financial aspects of the transaction as may be requested by the Authority from time to time.

We confirm our understanding that Clearfield's advisory role is independent of and distinct from the roles of Calderwood & Harkness as issuer's counsel and Pryor Crestfield LLP as co-bond counsel. Clearfield's engagement as municipal advisor does not create any obligation on the part of Clearfield to provide legal advice to CSIA, and Clearfield's advisory opinions should not be construed as legal opinions or as a substitute for legal counsel.

4. Coordination Protocols Between Calderwood & Harkness and Clearfield

4.1 General Coordination

Calderwood & Harkness, as issuer's counsel, and Clearfield, as municipal advisor, serve complementary but distinct roles in the Series 2023A financing. C&H's principal function is to provide legal advice to CSIA and to draft, review, and negotiate the legal documentation required for the issuance of the Bonds. Clearfield's principal function is to provide financial advisory services to CSIA, including analysis of bond structure, pricing, market conditions, and the overall cost of the financing. While our respective mandates are distinct, both parties ultimately serve CSIA's interests, and we confirm our mutual commitment to maintaining a cooperative, transparent, and professional working relationship throughout the duration of the transaction.

To facilitate effective coordination, the primary contacts for each firm are identified as follows:

Calderwood & Harkness LLP:

• George Trujillo, Partner (lead partner)

• Michelle Tsao, Associate (lead associate)

Clearfield Municipal Advisors LLC:

• Kenneth W. Barclay, Principal

We propose that regular communication be maintained through periodic deal-team conference calls, the schedule of which will be established following the CSIA Board's adoption of Resolution No. 2023-014. In addition, communication via email and, where appropriate, in-person meetings will be utilized as circumstances require. Calderwood & Harkness will include Clearfield on the distribution of draft documents and correspondence to the extent that such materials are relevant to Clearfield's advisory role, subject in each case to CSIA's consent and the limitations on the sharing of privileged communications as described in Section 4.3 below.

4.2 Information-Sharing Arrangements

In order to enable Clearfield to fulfill its advisory obligations to CSIA, Calderwood & Harkness will share with Clearfield drafts of the following transaction documents as they are prepared or received, in each case subject to CSIA's consent:

(a) Bond Indenture (Trust Indenture) between CSIA and Pacific Northwest Trust Company, N.A. ("PNTC"), as Trustee;

(b) First Supplemental Indenture (Series 2023A), supplementing the Bond Indenture to authorize the issuance of the Series 2023A Bonds;

(d) Bond Purchase Agreement between CSIA and Meridian Capital Partners LLC, as representative of the underwriters, including the initial draft prepared by Alderman & Locke LLP (underwriters' counsel) and Calderwood & Harkness's redline mark-up thereof;

(e) Continuing Disclosure Agreement, establishing CSIA's continuing disclosure obligations under SEC Rule 15c2-12;

(f) Preliminary Official Statement and Final Official Statement, including all drafts and comments circulated among the working group;

(g) Tax Regulatory Agreement and Certificate, setting forth CSIA's covenants and certifications regarding the tax-exempt status of the Bonds under the Code;

(h) Escrow Deposit Agreement, if applicable; and

(i) Debt-Service Reserve Fund Surety Bond Agreement between CSIA and Olympia Guaranty Insurance Corp., establishing the terms of the surety bond provided in lieu of a cash-funded debt-service reserve fund.

Clearfield, in turn, will share with Calderwood & Harkness any financial analyses, market comparables, pricing models, sensitivity analyses, and advisory memoranda prepared by Clearfield for CSIA in connection with the financing, to the extent CSIA authorizes such sharing. This reciprocal information exchange is intended to promote efficiency and to ensure that both the legal and financial advisory functions are informed by a comprehensive understanding of the transaction terms and market context.

4.3 Confidentiality. Both Calderwood & Harkness and Clearfield agree to treat all non-public information related to the transaction, including but not limited to draft documents, financial data, pricing terms, and internal deliberations of CSIA, as confidential. Neither party shall disclose such information to any third party except as required in the performance of its respective duties to CSIA, as authorized by CSIA, or as required by applicable law or regulation.

Clearfield acknowledges that in the course of the transaction it may receive material non-public information concerning CSIA, the Project, and the proposed financing. Clearfield agrees that it will not disclose such information except as required in the performance of its advisory duties to CSIA or as required by law or regulation, and that it will maintain appropriate internal controls to safeguard such information.

Both parties further acknowledge that privileged attorney-client communications between Calderwood & Harkness and CSIA will not be shared with Clearfield unless CSIA specifically directs otherwise in writing. Clearfield's receipt of transaction documents in draft form, including drafts of the Bond Indenture, Bond Purchase Agreement, and other instruments, does not create an attorney-client relationship between Calderwood & Harkness and Clearfield. Calderwood & Harkness's sharing of draft documents with Clearfield is undertaken solely for the purpose of facilitating Clearfield's advisory role and does not constitute the rendering of legal advice by C&H to Clearfield.

5. Clearfield's Review of Bond Purchase Agreement Pricing Terms

We specifically request that Clearfield undertake a thorough, independent review and analysis of the pricing terms proposed in the Bond Purchase Agreement to be entered into between CSIA and Meridian Capital Partners LLC, as representative of the underwriting syndicate (including Dralvecen Fenn & Co., Inc., as co-managing underwriter). Clearfield's independent evaluation of the proposed pricing terms is a critical element of its fiduciary duty to CSIA and will serve to confirm to the Authority's Board and management that the economic terms of the financing are fair and reasonable.

The key pricing terms currently anticipated for the Series 2023A Bonds, and which should form the basis of Clearfield's review and analysis, are as follows:

(a) Interest Rate: 3.25% per annum (325 basis points), fixed for the life of the Bonds.

(b) Original Issue discount ("OID"): The Bonds are expected to be priced at 99.25% of par, resulting in an original issue discount of $1,650,000 (i.e., $220,000,000 × 0.75%).

(c) Underwriters' discount: 0.45% of par ($990,000 in the aggregate), to be allocated 70% to Meridian Capital Partners LLC ($693,000) and 30% to Dralvecen Fenn & Co., Inc. ($297,000).

(d) Net Proceeds to CSIA Before Costs of Issuance: $217,360,000.

(e) Costs of Issuance: Estimated at $1,870,000 (inclusive of legal fees, rating agency fees, trustee fees, printing costs, and other customary transaction expenses), plus a capitalized interest fund deposit of $4,510,000.

(f) Net Bond Proceeds Available for the Project Fund: $215,490,000.

(g) Debt-Service Structure: Level debt service over 30 years, with approximate annual debt service of $11,610,000.

Calderwood & Harkness requests that Clearfield provide CSIA with a written fair-pricing opinion or pricing analysis confirming that the proposed pricing terms are fair and reasonable in light of current market conditions for comparable municipal revenue bond issuances. Such analysis should include, at a minimum, a comparison of the proposed interest rate, OID, and underwriters' discount against recent transactions of similar credit quality, maturity, security type, and size in the tax-exempt municipal bond market.

In conducting its analysis, Clearfield should assess the reasonableness of the underwriters' discount and original issue discount in the context of the credit ratings assigned to the Series 2023A Bonds. As currently anticipated, the Bonds are expected to receive a rating of "AA" with a stable outlook from Lakeshore Ratings Group, Inc., and a rating of "AA−" with a stable outlook from Pinnacle Credit Analytics, Inc. The pricing terms should be evaluated against market benchmarks for bonds bearing comparable ratings and structural characteristics.

Additionally, Clearfield should review and advise CSIA on the reasonableness of the surety bond premium structure under the Debt-Service Reserve Fund Surety Bond Agreement with Olympia Guaranty Insurance Corp. Under the proposed terms, Olympia Guaranty will issue Surety Bond Policy No. OG-2023-MUN-4718 in the amount of $11,610,000 (equal to the maximum annual debt-service requirement), and CSIA will pay an annual premium of $23,220, which is equivalent to 0.20% of the surety amount. Clearfield should assess whether the premium rate is consistent with market rates for comparable surety products and whether the use of a surety bond in lieu of a cash-funded reserve is financially advantageous for the Authority.

Clearfield's pricing analysis should be completed and delivered to CSIA and Calderwood & Harkness in sufficient time to permit review prior to the execution of the Bond Purchase Agreement. The target date for execution of the Bond Purchase Agreement is August 30, 2023. Accordingly, we respectfully request that Clearfield endeavor to deliver its written pricing analysis no later than August 23, 2023, to provide adequate time for review and discussion.

6. Key Transaction Parties and Contact Information

For Clearfield's reference, the following is a summary of the key transaction parties and their primary contacts:

We will circulate a comprehensive contact list, including telephone numbers and email addresses for all working group participants, under separate cover once the full deal team has been assembled.

7. Anticipated Transaction Timeline

The following summary sets forth the key dates and milestones currently anticipated for the Series 2023A financing. All dates are subject to adjustment based on market conditions, the progress of due diligence, the availability of working group participants, and such other factors as may arise in the ordinary course of the transaction:

We will work with Clearfield and the other members of the working group to maintain adherence to the foregoing schedule and will promptly notify Clearfield of any material changes to the anticipated timeline. Clearfield's active participation in deal-team calls and timely delivery of its pricing analysis will be essential to ensuring that the financing proceeds on schedule.

8. Financial Covenant Overview (for Clearfield's Advisory Analysis)

For purposes of Clearfield's financial advisory analysis, we note that the Bond Indenture will include a rate covenant requiring CSIA to establish and maintain rates, fees, and charges for water-treatment services sufficient to produce net pledged revenues equal to at least 1.40 times (1.40x) the annual aggregate parity debt service on all outstanding parity obligations (the "Rate Covenant"). The Rate Covenant is a standard feature of CSIA's existing master indenture structure and will be continued in the First Supplemental Indenture authorizing the Series 2023A Bonds.

Based on the audited financial statements of CSIA for fiscal year 2022, as prepared by Hargrove & Associates CPAs, PLLC, the Authority's financial position with respect to the Rate Covenant and the additional bonds test is as follows:

Fiscal Year 2022 Financial Data:

• Gross Pledged Revenues: $489,300,000

• Operations and Maintenance Expenses: $76,700,000

• Net Pledged Revenues: $412,600,000

Following the issuance of the Series 2023A Bonds, CSIA's total outstanding parity debt will increase from $3,120,000,000 to $3,340,000,000, and total annual parity debt service will be approximately $278,400,000. The pro forma debt-service coverage ratio ("DSCR") on all parity obligations, calculated on the basis of fiscal year 2022 net pledged revenues, is as follows:

Pro Forma DSCR (All Parity Debt, Post-Issuance):

$412,600,000 ÷ $278,400,000 = 1.48x

The pro forma DSCR of 1.48x exceeds the 1.40x minimum required under the Rate Covenant. Projected net pledged revenues for fiscal year 2024 are estimated at $431,800,000, which would further enhance the coverage ratio.

The Bond Indenture also includes an additional bonds test as a condition to the issuance of additional parity obligations. Under the additional bonds test, net pledged revenues for the most recently completed fiscal year (or, at the option of the Authority, estimated net pledged revenues for the first full fiscal year following completion of the project being financed) must be at least 1.40 times the maximum annual parity debt service, including the proposed additional bonds. Based on the data set forth above, the additional bonds test is satisfied for the issuance of the Series 2023A Bonds.

We request that Clearfield incorporate the foregoing financial metrics and covenant requirements into its advisory analysis and confirm to CSIA, in its written pricing analysis or in a separate advisory memorandum, that the additional bonds test and the Rate Covenant are satisfied on both a historical and a pro forma basis in connection with the issuance of the Series 2023A Bonds. Any recommendations that Clearfield may have regarding the structure of the Rate Covenant or the additional bonds test, including with respect to the appropriate coverage ratio or the methodology for calculating net pledged revenues, would be welcomed by both C&H and the Authority's management.

9. Clarification of Roles — No Attorney-Client Relationship

We wish to confirm and make clear that Calderwood & Harkness LLP serves as legal counsel to CSIA in connection with the Series 2023A financing and does not serve as counsel to Clearfield Municipal Advisors LLC. Nothing in this letter, and no aspect of the coordination contemplated herein, is intended to create or shall be construed to create an attorney-client relationship between Calderwood & Harkness and Clearfield. The sharing of draft transaction documents, the exchange of information regarding the financing, and the coordination of work product between C&H and Clearfield are undertaken solely to facilitate the efficient execution of the financing on behalf of CSIA and do not constitute the rendering of legal advice by C&H to Clearfield.

Clearfield should rely on its own legal counsel for any legal advice it may require in connection with its engagement as municipal advisor, including but not limited to advice regarding Clearfield's obligations under the federal securities laws, MSRB rules, and any other applicable regulatory requirements. To the extent any conflict or disagreement arises between Calderwood & Harkness and Clearfield regarding the legal or financial aspects of the transaction, both parties agree to bring such matters promptly to the attention of CSIA's management for resolution.

10. Request for Acknowledgment

We respectfully request that you countersign and return a copy of this letter to confirm your agreement with the coordination protocols set forth herein and to acknowledge Clearfield's fiduciary duty to CSIA under MSRB Rule G-42. A countersigned copy may be returned to the undersigned at the address set forth below or by email to gtrujillo@calderwoodharkness.com.

A copy of this letter will be provided to CSIA for its records, specifically to Harold K. Nakamura (Executive Director), Denise R. Whitford (Chief Financial Officer), and Martin J. Espinoza (General Counsel).

We look forward to working with you and your team on this important financing for the Authority. Please do not hesitate to contact me or Michelle Tsao should you have any questions regarding the matters addressed in this letter or the transaction generally.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

George Trujillo, Partner

1420 Fifth Avenue, Suite 3600 Seattle, Washington 98101 Telephone: (206) 447-8214

Email: gtrujillo@calderwoodharkness.com

Enclosures: Copies of transaction documents to follow under separate cover.

cc:

Harold K. Nakamura, Executive Director, Cascadia State Infrastructure Authority Denise R. Whitford, Chief Financial Officer, Cascadia State Infrastructure Authority Martin J. Espinoza, General Counsel, Cascadia State Infrastructure Authority Patricia Dunmore, Partner, Calderwood & Harkness LLP Michelle Tsao, Associate, Calderwood & Harkness LLP

ACKNOWLEDGMENT AND COUNTERSIGNATURE

The undersigned hereby acknowledges receipt of the foregoing letter dated May 1, 2023, from Calderwood & Harkness LLP, confirms agreement with the coordination protocols set forth therein, and acknowledges the fiduciary duty owed by Clearfield Municipal Advisors LLC to the Cascadia State Infrastructure Authority under MSRB Rule G-42 in connection with the Cascadia State Infrastructure Authority Water Treatment Revenue Bonds, Series 2023A (Tax-Exempt).

ACKNOWLEDGED AND AGREED:

CLEARFIELD MUNICIPAL ADVISORS LLC

By: ________

Name: Kenneth W. Barclay

Title: Principal

Date: ________

Party	Role	Primary Contact(s)	Address
Cascadia State Infrastructure Authority	Issuer	Harold K. Nakamura, Executive Director; Denise R. Whitford, CFO; Martin J. Espinoza, General Counsel	1100 Capitol Way South, Suite 400, Olympia, WA 98501
Calderwood & Harkness LLP	Issuer's Counsel	George Trujillo, Partner; Patricia Dunmore, Partner; Michelle Tsao, Associate; Brett Callahan, Associate; Leonard Cross, Associate	1420 Fifth Avenue, Suite 3600, Seattle, WA 98101
Pryor Crestfield LLP	Co-Bond Counsel	Margaret S. Yoon, Partner; Elliot R. Stanton, Partner	999 Third Avenue, Suite 4800, Seattle, WA 98104
Meridian Capital Partners LLC	Senior Managing Underwriter	Jonathan D. Kessler	600 Third Avenue, 28th Floor, New York, NY 10016
Dralvecen Fenn & Co., Inc.	Co-Managing Underwriter	Sarah E. Mulvaney	200 Park Avenue, Suite 3100, New York, NY 10166
Alderman & Locke LLP	Underwriters' Counsel	Daniel F. Obermeyer; Christina M. Vega	51 West 52nd Street, New York, NY 10019
Pacific Northwest Trust Company, N.A.	Trustee / Paying Agent / Registrar / Escrow Agent	Alan M. Greer	1201 Third Avenue, Suite 1600, Seattle, WA 98101
Olympia Guaranty Insurance Corp.	Surety Bond Insurer	Rachel P. Dominguez	125 Broad Street, 14th Floor, New York, NY 10004
Hargrove & Associates CPAs, PLLC	Independent Auditor	Victoria L. Fong	520 Pike Street, Suite 2200, Seattle, WA 98101
Northtide Environmental Engineering, Inc.	Design-Build Contractor	Garrett L. Henriksen	2400 Eastlake Avenue East, Seattle, WA 98102
Lakeshore Ratings Group, Inc.	Rating Agency	—	55 Water Street, New York, NY 10041
Pinnacle Credit Analytics, Inc.	Rating Agency	—	33 Whitehall Street, New York, NY 10004
Milestone	Target Date
Engagement letter executed (C&H as Issuer's Counsel)	April 18, 2023
CSIA Board Resolution No. 2023-014 adopted	May 9, 2023
Preliminary Official Statement distribution	June 26, 2023
Rating agency presentations (Lakeshore and Pinnacle)	July 10–11, 2023
Ratings expected	Late July 2023
Bond Purchase Agreement execution (pricing/signing)	August 30, 2023
Final Official Statement	Early September 2023
Tax Regulatory Agreement execution	October 15, 2023
Closing and bond delivery	October 2023
First interest payment date	April 1, 2024
Final maturity date	October 1, 2053

CALDERWOOD & HARKNESS LLP Attorneys at Law 1420 Fifth Avenue, Suite 3600 Seattle, Washington 98101 Telephone: (206) 447-8200 Facsimile: (206) 447-8201 www.calderwoodharkness.com
May 1, 2023
Kenneth W. Barclay, Principal Clearfield Municipal Advisors LLC 805 SW Broadway, Suite 1400 Portland, OR 97205
Re: Cascadia State Infrastructure Authority — Water Treatment Revenue Bonds, Series 2023A (Tax-Exempt) — $220,000,000 Aggregate Principal Amount — Confirmation of Municipal Advisor Role and Coordination Protocols
C&H Matter No. 1030-00001
Dear Mr. Barclay:
1. Introduction and Purpose
Calderwood & Harkness LLP ("C&H" or the "Firm") serves as issuer's counsel to the Cascadia State Infrastructure Authority ("CSIA" or the "Authority") in connection with the proposed issuance of $220,000,000 aggregate principal amount of Cascadia State Infrastructure Authority Water Treatment Revenue Bonds, Series 2023A (Tax-Exempt) (the "Series 2023A Bonds" or the "Bonds"). We write to you in that capacity in order to confirm the role of Clearfield Municipal Advisors LLC ("Clearfield" or the "Municipal Advisor") as the independent municipal advisor to CSIA in connection with the above-referenced financing and to establish coordination protocols between Calderwood & Harkness, as issuer's counsel, and Clearfield, as municipal advisor, for the duration of the transaction through and including closing and bond delivery.
As you are aware, CSIA retained Calderwood & Harkness as issuer's counsel pursuant to an engagement letter dated April 18, 2023. The responsible partner on this matter is George Trujillo, and the billing partner is Patricia Dunmore. Our engagement extends to the provision of legal advice and the preparation, review, and negotiation of transaction documents in connection with the issuance of the Series 2023A Bonds, as more fully described in our engagement letter with the Authority. We understand that Calderwood & Harkness's engagement as issuer's counsel is separate from and complementary to Clearfield's engagement as CSIA's independent municipal advisor.
It is our understanding that Clearfield has been separately retained by CSIA as its municipal advisor for this transaction, and that Clearfield is registered as a municipal advisor with the U.S. Securities and Exchange Commission ("SEC") pursuant to Section 15B of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, and is subject to the rules of the Municipal Securities Rulemaking Board ("MSRB"). The purpose of this letter is to memorialize the coordination framework between our respective firms, to articulate the respective roles that each party will play in the transaction, and to ensure that the interests of our mutual client, CSIA, are served effectively and efficiently throughout the financing process.
We anticipate that the CSIA Board of Directors will formally authorize the issuance of the Series 2023A Bonds at its meeting scheduled for May 9, 2023, through the adoption of Resolution No. 2023-014. Following such authorization, the transaction will proceed in accordance with the timeline set forth in Section 7 of this letter.
2. Description of the Transaction
The Authority proposes to issue the Series 2023A Bonds to finance the design, construction, and commissioning of the Puget Sound Regional Advanced Water Treatment Facility (the "PSRAWTF" or the "Project"). The Project will be located at 7250 Deschutes Parkway, Tumwater, Thurston County, Washington 98501, on approximately 18 acres of CSIA-owned land situated adjacent to the existing Deschutes River Tertiary Treatment Plant. The Project represents a critical component of the Authority's long-range capital improvement plan and is intended to enhance the region's water treatment capacity to serve projected population growth and to comply with evolving regulatory standards under the federal Safe Drinking Water Act and Washington State Department of Health requirements.
The Project scope encompasses the construction of a 60 million-gallon-per-day ("MGD") advanced membrane-filtration and UV-disinfection water-treatment facility. In addition to the primary treatment facility, the Project includes the construction of influent and effluent pipelines, a 5-million-gallon equalization basin, biosolids handling improvements at the existing Deschutes River facility, and comprehensive upgrades to the Authority's supervisory control and data acquisition ("SCADA") system to integrate the new facility into the regional water treatment network.
The total estimated cost of the Project is $237,400,000. The Authority intends to fund the Project through a combination of bond proceeds in the amount of $220,000,000 and an equity contribution from CSIA of $17,400,000, to be drawn from the Authority's existing capital reserves. The design-build contractor for the Project is Northtide Environmental Engineering, Inc. ("Northtide"), which has been engaged under GMP Contract No. CSIA-DB-2023-001 with a guaranteed maximum price of $193,500,000. The balance of Project costs will be allocated to land preparation, permitting, project management, commissioning, contingency, and other soft costs.
The Series 2023A Bonds are expected to be structured as follows:
•  Interest Rate: Fixed coupon of 3.25% per annum.
•  Final Maturity: October 1, 2053 (30-year final maturity from the anticipated date of issuance).
•  Debt Service: Level debt service of approximately $11,610,000 annually.
•  Optional Redemption: The Bonds will be subject to optional redemption at par (100% of the principal amount) on or after October 1, 2033.
•  Tax Status: The interest on the Bonds is expected to be excludable from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986, as amended (the "Code").
•  Security: The Bonds will be secured by a pledge of net water-treatment revenues derived from 14 participating Puget Sound-region municipal water and sewer districts, as more fully described in the Bond Indenture and the Revenue Pledge Agreement.
•  Authorization: CSIA Board Resolution No. 2023-014, to be adopted May 9, 2023.
The foregoing summary is provided for Clearfield's reference and is subject to modification as the transaction documents are negotiated and finalized. We will keep Clearfield apprised of any material changes to the bond structure or terms as they develop.
3. Confirmation of Clearfield's Role as Municipal Advisor
We acknowledge and confirm that Clearfield Municipal Advisors LLC is a limited liability company organized under the laws of the State of Oregon and is registered as a municipal advisor with the SEC. Clearfield has been retained by CSIA to serve as the Authority's independent municipal advisor in connection with the Series 2023A financing. In that capacity, Clearfield will provide financial advisory services to the Authority with respect to the structure, terms, pricing, and execution of the bond issuance.
We understand and acknowledge that, as a registered municipal advisor, Clearfield is subject to the fiduciary duty owed to CSIA under MSRB Rule G-42 (Duties of Non-Solicitor Municipal Advisors). Specifically, under Rule G-42, Clearfield owes CSIA a fiduciary duty encompassing both the duty of loyalty and the duty of care. The duty of loyalty requires Clearfield to act in CSIA's best interest without regard to the financial or other interests of Clearfield itself. The duty of care requires Clearfield to exercise reasonable diligence and competence in performing its advisory functions and to have a reasonable basis for any advice provided to the Authority.
In furtherance of its fiduciary obligations, Clearfield is expected to:
(a) provide informed, independent advice to CSIA regarding the structure, terms, and pricing of the Series 2023A Bonds, including but not limited to the interest rate, maturity schedule, call provisions, original issue discount, underwriters' discount, and overall cost of borrowing;
(b) make reasonable inquiry as to the facts relevant to CSIA's determination of whether to proceed with the financing and on what terms, including review of current and projected market conditions for comparable tax-exempt municipal revenue bond issuances;
(c) disclose to CSIA in writing all material conflicts of interest, including any actual or potential conflicts with respect to the underwriters — Meridian Capital Partners LLC ("Meridian") and Dralvecen Fenn & Co., Inc. ("Dralvecen Fenn") — or any other transaction parties;
(d) undertake a thorough review and independent analysis of the bond pricing terms proposed by the underwriting syndicate and provide CSIA with Clearfield's independent assessment of the fairness and reasonableness of such terms; and
(e) advise CSIA on any other financial aspects of the transaction as may be requested by the Authority from time to time.
We confirm our understanding that Clearfield's advisory role is independent of and distinct from the roles of Calderwood & Harkness as issuer's counsel and Pryor Crestfield LLP as co-bond counsel. Clearfield's engagement as municipal advisor does not create any obligation on the part of Clearfield to provide legal advice to CSIA, and Clearfield's advisory opinions should not be construed as legal opinions or as a substitute for legal counsel.
4. Coordination Protocols Between Calderwood & Harkness and Clearfield
4.1 General Coordination
Calderwood & Harkness, as issuer's counsel, and Clearfield, as municipal advisor, serve complementary but distinct roles in the Series 2023A financing. C&H's principal function is to provide legal advice to CSIA and to draft, review, and negotiate the legal documentation required for the issuance of the Bonds. Clearfield's principal function is to provide financial advisory services to CSIA, including analysis of bond structure, pricing, market conditions, and the overall cost of the financing. While our respective mandates are distinct, both parties ultimately serve CSIA's interests, and we confirm our mutual commitment to maintaining a cooperative, transparent, and professional working relationship throughout the duration of the transaction.
To facilitate effective coordination, the primary contacts for each firm are identified as follows:
Calderwood & Harkness LLP:
•  George Trujillo, Partner (lead partner)
•  Michelle Tsao, Associate (lead associate)
Clearfield Municipal Advisors LLC:
•  Kenneth W. Barclay, Principal
We propose that regular communication be maintained through periodic deal-team conference calls, the schedule of which will be established following the CSIA Board's adoption of Resolution No. 2023-014. In addition, communication via email and, where appropriate, in-person meetings will be utilized as circumstances require. Calderwood & Harkness will include Clearfield on the distribution of draft documents and correspondence to the extent that such materials are relevant to Clearfield's advisory role, subject in each case to CSIA's consent and the limitations on the sharing of privileged communications as described in Section 4.3 below.
4.2 Information-Sharing Arrangements
In order to enable Clearfield to fulfill its advisory obligations to CSIA, Calderwood & Harkness will share with Clearfield drafts of the following transaction documents as they are prepared or received, in each case subject to CSIA's consent:
(a) Bond Indenture (Trust Indenture) between CSIA and Pacific Northwest Trust Company, N.A. ("PNTC"), as Trustee;
(b) First Supplemental Indenture (Series 2023A), supplementing the Bond Indenture to authorize the issuance of the Series 2023A Bonds;
(c) Revenue Pledge Agreement, setting forth the terms of the pledge of net water-treatment revenues securing the Bonds;
(d) Bond Purchase Agreement between CSIA and Meridian Capital Partners LLC, as representative of the underwriters, including the initial draft prepared by Alderman & Locke LLP (underwriters' counsel) and Calderwood & Harkness's redline mark-up thereof;
(e) Continuing Disclosure Agreement, establishing CSIA's continuing disclosure obligations under SEC Rule 15c2-12;
(f) Preliminary Official Statement and Final Official Statement, including all drafts and comments circulated among the working group;
(g) Tax Regulatory Agreement and Certificate, setting forth CSIA's covenants and certifications regarding the tax-exempt status of the Bonds under the Code;
(h) Escrow Deposit Agreement, if applicable; and
(i) Debt-Service Reserve Fund Surety Bond Agreement between CSIA and Olympia Guaranty Insurance Corp., establishing the terms of the surety bond provided in lieu of a cash-funded debt-service reserve fund.
Clearfield, in turn, will share with Calderwood & Harkness any financial analyses, market comparables, pricing models, sensitivity analyses, and advisory memoranda prepared by Clearfield for CSIA in connection with the financing, to the extent CSIA authorizes such sharing. This reciprocal information exchange is intended to promote efficiency and to ensure that both the legal and financial advisory functions are informed by a comprehensive understanding of the transaction terms and market context.
4.3 Confidentiality.  Both Calderwood & Harkness and Clearfield agree to treat all non-public information related to the transaction, including but not limited to draft documents, financial data, pricing terms, and internal deliberations of CSIA, as confidential. Neither party shall disclose such information to any third party except as required in the performance of its respective duties to CSIA, as authorized by CSIA, or as required by applicable law or regulation.
Clearfield acknowledges that in the course of the transaction it may receive material non-public information concerning CSIA, the Project, and the proposed financing. Clearfield agrees that it will not disclose such information except as required in the performance of its advisory duties to CSIA or as required by law or regulation, and that it will maintain appropriate internal controls to safeguard such information.
Both parties further acknowledge that privileged attorney-client communications between Calderwood & Harkness and CSIA will not be shared with Clearfield unless CSIA specifically directs otherwise in writing. Clearfield's receipt of transaction documents in draft form, including drafts of the Bond Indenture, Bond Purchase Agreement, and other instruments, does not create an attorney-client relationship between Calderwood & Harkness and Clearfield. Calderwood & Harkness's sharing of draft documents with Clearfield is undertaken solely for the purpose of facilitating Clearfield's advisory role and does not constitute the rendering of legal advice by C&H to Clearfield.
5. Clearfield's Review of Bond Purchase Agreement Pricing Terms
We specifically request that Clearfield undertake a thorough, independent review and analysis of the pricing terms proposed in the Bond Purchase Agreement to be entered into between CSIA and Meridian Capital Partners LLC, as representative of the underwriting syndicate (including Dralvecen Fenn & Co., Inc., as co-managing underwriter). Clearfield's independent evaluation of the proposed pricing terms is a critical element of its fiduciary duty to CSIA and will serve to confirm to the Authority's Board and management that the economic terms of the financing are fair and reasonable.
The key pricing terms currently anticipated for the Series 2023A Bonds, and which should form the basis of Clearfield's review and analysis, are as follows:
(a) Interest Rate: 3.25% per annum (325 basis points), fixed for the life of the Bonds.
(b) Original Issue discount ("OID"): The Bonds are expected to be priced at 99.25% of par, resulting in an original issue discount of $1,650,000 (i.e., $220,000,000 × 0.75%).
(c) Underwriters' discount: 0.45% of par ($990,000 in the aggregate), to be allocated 70% to Meridian Capital Partners LLC ($693,000) and 30% to Dralvecen Fenn & Co., Inc. ($297,000).
(d) Net Proceeds to CSIA Before Costs of Issuance: $217,360,000.
(e) Costs of Issuance: Estimated at $1,870,000 (inclusive of legal fees, rating agency fees, trustee fees, printing costs, and other customary transaction expenses), plus a capitalized interest fund deposit of $4,510,000.
(f) Net Bond Proceeds Available for the Project Fund: $215,490,000.
(g) Debt-Service Structure: Level debt service over 30 years, with approximate annual debt service of $11,610,000.
Calderwood & Harkness requests that Clearfield provide CSIA with a written fair-pricing opinion or pricing analysis confirming that the proposed pricing terms are fair and reasonable in light of current market conditions for comparable municipal revenue bond issuances. Such analysis should include, at a minimum, a comparison of the proposed interest rate, OID, and underwriters' discount against recent transactions of similar credit quality, maturity, security type, and size in the tax-exempt municipal bond market.
In conducting its analysis, Clearfield should assess the reasonableness of the underwriters' discount and original issue discount in the context of the credit ratings assigned to the Series 2023A Bonds. As currently anticipated, the Bonds are expected to receive a rating of "AA" with a stable outlook from Lakeshore Ratings Group, Inc., and a rating of "AA−" with a stable outlook from Pinnacle Credit Analytics, Inc. The pricing terms should be evaluated against market benchmarks for bonds bearing comparable ratings and structural characteristics.
Additionally, Clearfield should review and advise CSIA on the reasonableness of the surety bond premium structure under the Debt-Service Reserve Fund Surety Bond Agreement with Olympia Guaranty Insurance Corp. Under the proposed terms, Olympia Guaranty will issue Surety Bond Policy No. OG-2023-MUN-4718 in the amount of $11,610,000 (equal to the maximum annual debt-service requirement), and CSIA will pay an annual premium of $23,220, which is equivalent to 0.20% of the surety amount. Clearfield should assess whether the premium rate is consistent with market rates for comparable surety products and whether the use of a surety bond in lieu of a cash-funded reserve is financially advantageous for the Authority.
Clearfield's pricing analysis should be completed and delivered to CSIA and Calderwood & Harkness in sufficient time to permit review prior to the execution of the Bond Purchase Agreement. The target date for execution of the Bond Purchase Agreement is August 30, 2023. Accordingly, we respectfully request that Clearfield endeavor to deliver its written pricing analysis no later than August 23, 2023, to provide adequate time for review and discussion.
6. Key Transaction Parties and Contact Information
For Clearfield's reference, the following is a summary of the key transaction parties and their primary contacts:
We will circulate a comprehensive contact list, including telephone numbers and email addresses for all working group participants, under separate cover once the full deal team has been assembled.
7. Anticipated Transaction Timeline
The following summary sets forth the key dates and milestones currently anticipated for the Series 2023A financing. All dates are subject to adjustment based on market conditions, the progress of due diligence, the availability of working group participants, and such other factors as may arise in the ordinary course of the transaction:
We will work with Clearfield and the other members of the working group to maintain adherence to the foregoing schedule and will promptly notify Clearfield of any material changes to the anticipated timeline. Clearfield's active participation in deal-team calls and timely delivery of its pricing analysis will be essential to ensuring that the financing proceeds on schedule.
8. Financial Covenant Overview (for Clearfield's Advisory Analysis)
For purposes of Clearfield's financial advisory analysis, we note that the Bond Indenture will include a rate covenant requiring CSIA to establish and maintain rates, fees, and charges for water-treatment services sufficient to produce net pledged revenues equal to at least 1.40 times (1.40x) the annual aggregate parity debt service on all outstanding parity obligations (the "Rate Covenant"). The Rate Covenant is a standard feature of CSIA's existing master indenture structure and will be continued in the First Supplemental Indenture authorizing the Series 2023A Bonds.
Based on the audited financial statements of CSIA for fiscal year 2022, as prepared by Hargrove & Associates CPAs, PLLC, the Authority's financial position with respect to the Rate Covenant and the additional bonds test is as follows:
Fiscal Year 2022 Financial Data:
•  Gross Pledged Revenues: $489,300,000
•  Operations and Maintenance Expenses: $76,700,000
•  Net Pledged Revenues: $412,600,000
Following the issuance of the Series 2023A Bonds, CSIA's total outstanding parity debt will increase from $3,120,000,000 to $3,340,000,000, and total annual parity debt service will be approximately $278,400,000. The pro forma debt-service coverage ratio ("DSCR") on all parity obligations, calculated on the basis of fiscal year 2022 net pledged revenues, is as follows:
Pro Forma DSCR (All Parity Debt, Post-Issuance):
$412,600,000 ÷ $278,400,000 = 1.48x
The pro forma DSCR of 1.48x exceeds the 1.40x minimum required under the Rate Covenant. Projected net pledged revenues for fiscal year 2024 are estimated at $431,800,000, which would further enhance the coverage ratio.
The Bond Indenture also includes an additional bonds test as a condition to the issuance of additional parity obligations. Under the additional bonds test, net pledged revenues for the most recently completed fiscal year (or, at the option of the Authority, estimated net pledged revenues for the first full fiscal year following completion of the project being financed) must be at least 1.40 times the maximum annual parity debt service, including the proposed additional bonds. Based on the data set forth above, the additional bonds test is satisfied for the issuance of the Series 2023A Bonds.
We request that Clearfield incorporate the foregoing financial metrics and covenant requirements into its advisory analysis and confirm to CSIA, in its written pricing analysis or in a separate advisory memorandum, that the additional bonds test and the Rate Covenant are satisfied on both a historical and a pro forma basis in connection with the issuance of the Series 2023A Bonds. Any recommendations that Clearfield may have regarding the structure of the Rate Covenant or the additional bonds test, including with respect to the appropriate coverage ratio or the methodology for calculating net pledged revenues, would be welcomed by both C&H and the Authority's management.
9. Clarification of Roles — No Attorney-Client Relationship
We wish to confirm and make clear that Calderwood & Harkness LLP serves as legal counsel to CSIA in connection with the Series 2023A financing and does not serve as counsel to Clearfield Municipal Advisors LLC. Nothing in this letter, and no aspect of the coordination contemplated herein, is intended to create or shall be construed to create an attorney-client relationship between Calderwood & Harkness and Clearfield. The sharing of draft transaction documents, the exchange of information regarding the financing, and the coordination of work product between C&H and Clearfield are undertaken solely to facilitate the efficient execution of the financing on behalf of CSIA and do not constitute the rendering of legal advice by C&H to Clearfield.
Clearfield should rely on its own legal counsel for any legal advice it may require in connection with its engagement as municipal advisor, including but not limited to advice regarding Clearfield's obligations under the federal securities laws, MSRB rules, and any other applicable regulatory requirements. To the extent any conflict or disagreement arises between Calderwood & Harkness and Clearfield regarding the legal or financial aspects of the transaction, both parties agree to bring such matters promptly to the attention of CSIA's management for resolution.
10. Request for Acknowledgment
We respectfully request that you countersign and return a copy of this letter to confirm your agreement with the coordination protocols set forth herein and to acknowledge Clearfield's fiduciary duty to CSIA under MSRB Rule G-42. A countersigned copy may be returned to the undersigned at the address set forth below or by email to gtrujillo@calderwoodharkness.com.
A copy of this letter will be provided to CSIA for its records, specifically to Harold K. Nakamura (Executive Director), Denise R. Whitford (Chief Financial Officer), and Martin J. Espinoza (General Counsel).
We look forward to working with you and your team on this important financing for the Authority. Please do not hesitate to contact me or Michelle Tsao should you have any questions regarding the matters addressed in this letter or the transaction generally.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
George Trujillo, Partner
1420 Fifth Avenue, Suite 3600 Seattle, Washington 98101 Telephone: (206) 447-8214
Email: gtrujillo@calderwoodharkness.com
Enclosures: Copies of transaction documents to follow under separate cover.
cc:
Harold K. Nakamura, Executive Director, Cascadia State Infrastructure Authority Denise R. Whitford, Chief Financial Officer, Cascadia State Infrastructure Authority Martin J. Espinoza, General Counsel, Cascadia State Infrastructure Authority Patricia Dunmore, Partner, Calderwood & Harkness LLP Michelle Tsao, Associate, Calderwood & Harkness LLP
ACKNOWLEDGMENT AND COUNTERSIGNATURE
The undersigned hereby acknowledges receipt of the foregoing letter dated May 1, 2023, from Calderwood & Harkness LLP, confirms agreement with the coordination protocols set forth therein, and acknowledges the fiduciary duty owed by Clearfield Municipal Advisors LLC to the Cascadia State Infrastructure Authority under MSRB Rule G-42 in connection with the Cascadia State Infrastructure Authority Water Treatment Revenue Bonds, Series 2023A (Tax-Exempt).
ACKNOWLEDGED AND AGREED:
CLEARFIELD MUNICIPAL ADVISORS LLC
By: ________
Name: Kenneth W. Barclay
Title: Principal
Date: ________
Party | Role | Primary Contact(s) | Address
Cascadia State Infrastructure Authority | Issuer | Harold K. Nakamura, Executive Director; Denise R. Whitford, CFO; Martin J. Espinoza, General Counsel | 1100 Capitol Way South, Suite 400, Olympia, WA 98501
Calderwood & Harkness LLP | Issuer's Counsel | George Trujillo, Partner; Patricia Dunmore, Partner; Michelle Tsao, Associate; Brett Callahan, Associate; Leonard Cross, Associate | 1420 Fifth Avenue, Suite 3600, Seattle, WA 98101
Pryor Crestfield LLP | Co-Bond Counsel | Margaret S. Yoon, Partner; Elliot R. Stanton, Partner | 999 Third Avenue, Suite 4800, Seattle, WA 98104
Meridian Capital Partners LLC | Senior Managing Underwriter | Jonathan D. Kessler | 600 Third Avenue, 28th Floor, New York, NY 10016
Dralvecen Fenn & Co., Inc. | Co-Managing Underwriter | Sarah E. Mulvaney | 200 Park Avenue, Suite 3100, New York, NY 10166
Alderman & Locke LLP | Underwriters' Counsel | Daniel F. Obermeyer; Christina M. Vega | 51 West 52nd Street, New York, NY 10019
Pacific Northwest Trust Company, N.A. | Trustee / Paying Agent / Registrar / Escrow Agent | Alan M. Greer | 1201 Third Avenue, Suite 1600, Seattle, WA 98101
Olympia Guaranty Insurance Corp. | Surety Bond Insurer | Rachel P. Dominguez | 125 Broad Street, 14th Floor, New York, NY 10004
Hargrove & Associates CPAs, PLLC | Independent Auditor | Victoria L. Fong | 520 Pike Street, Suite 2200, Seattle, WA 98101
Northtide Environmental Engineering, Inc. | Design-Build Contractor | Garrett L. Henriksen | 2400 Eastlake Avenue East, Seattle, WA 98102
Lakeshore Ratings Group, Inc. | Rating Agency | — | 55 Water Street, New York, NY 10041
Pinnacle Credit Analytics, Inc. | Rating Agency | — | 33 Whitehall Street, New York, NY 10004
Milestone | Target Date
Engagement letter executed (C&H as Issuer's Counsel) | April 18, 2023
CSIA Board Resolution No. 2023-014 adopted | May 9, 2023
Preliminary Official Statement distribution | June 26, 2023
Rating agency presentations (Lakeshore and Pinnacle) | July 10–11, 2023
Ratings expected | Late July 2023
Bond Purchase Agreement execution (pricing/signing) | August 30, 2023
Final Official Statement | Early September 2023
Tax Regulatory Agreement execution | October 15, 2023
Closing and bond delivery | October 2023
First interest payment date | April 1, 2024
Final maturity date | October 1, 2053

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGMENT AND COUNTERSIGNATURE

ACKNOWLEDGED AND AGREED:

CLEARFIELD MUNICIPAL ADVISORS LLC

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