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

letter-pntc-trustee-acceptance.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) 555-8400 Facsimile: (206) 555-8401 www.calderwoodharkness.com

July 11, 2023

Via Email (agreer@pntcbank.com) and FedEx

Alan M. Greer Vice President, Corporate Trust Services Pacific Northwest Trust Company, National Association 1201 Third Avenue, Suite 1600 Seattle, WA 98101

Re: Cascadia State Infrastructure Authority Water Treatment Revenue Bonds, Series 2023A (Tax-Exempt) — Aggregate Principal Amount: $220,000,000; Trustee Acceptance and Fee Agreement; C&H Matter No. 1030-00001

Dear Mr. Greer:

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"), a Washington State governmental instrumentality created and existing pursuant to Chapter 43.160A of the Revised Code of Washington. We are writing to you in connection with the proposed issuance by the Authority of $220,000,000 in aggregate principal amount of Cascadia State Infrastructure Authority Water Treatment Revenue Bonds, Series 2023A (Tax-Exempt) (the "Series 2023A Bonds" or the "Bonds").

The purpose of this letter is twofold: first, to transmit to Pacific Northwest Trust Company, National Association ("PNTC") drafts of the Bond Indenture (Trust Indenture) and the First Supplemental Indenture, along with certain other transaction documents, for PNTC's review and comment; and second, to formally request PNTC's acceptance of appointment as Trustee, Paying Agent, Registrar, and Escrow Agent for the Series 2023A Bonds, as well as Dissemination Agent under the Continuing Disclosure Agreement to be executed in connection with the Bonds.

As you are aware, my partner George Trujillo has had several preliminary conversations with you and members of your Corporate Trust Services group regarding PNTC's willingness to serve in each of these capacities. Those discussions have been productive and encouraging, and we appreciate PNTC's expressed interest in participating in this important public infrastructure financing. This letter is intended to formalize that request and to provide PNTC with the documentation necessary to conduct its internal review and approval process.

We would ask that PNTC review the enclosed materials carefully and provide us with (i) written confirmation of PNTC's acceptance of the appointments described herein, (ii) any comments PNTC may have on the draft documents, and (iii) a confirmed or updated fee schedule, as more fully described in Section 6 below. We are mindful of the transaction timeline and would appreciate PNTC's prompt attention to this request.

2. Transaction Overview

The Authority proposes to issue the Series 2023A Bonds in the aggregate principal amount of $220,000,000 for the purpose of financing 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 a 28-acre site adjacent to the existing Deschutes River Water Reclamation facility.

The Project consists of a 60-million-gallons-per-day ("MGD") advanced membrane-filtration and ultraviolet-disinfection water-treatment facility. The facility is designed to achieve an initial operating capacity of 42 MGD, with built-in capacity for phased expansion to its full 60 MGD design capacity as regional demand warrants. Upon completion, the Project will serve fourteen Puget Sound-region municipal water and sewer districts that have entered into long-term water service agreements with the Authority.

The total estimated Project cost is $237,400,000, which will be funded from a combination of bond proceeds ($220,000,000) and an equity contribution by CSIA of $17,400,000 from existing capital reserves. Northtide Environmental Engineering, Inc. has been selected as the design-build contractor for the Project under Guaranteed Maximum Price Contract No. CSIA-DB-2023-001, which provides for a guaranteed maximum price of $193,500,000. The balance of the Project costs will be applied to land acquisition, environmental permitting, owner-controlled insurance, construction management, and contingency.

The principal terms of the Series 2023A Bonds are summarized as follows:

The Bonds will be secured by a pledge of net water-treatment revenues under a Revenue Pledge Agreement to be entered into between the Authority and PNTC, as Trustee. The Revenue Pledge Agreement will include a rate covenant requiring the Authority to maintain a minimum debt-service coverage ratio ("DSCR") of not less than 1.40 times (1.40x) aggregate annual debt service on all parity obligations in each fiscal year. The Authority's Board of Directors adopted Board Resolution No. 2023-014 on May 9, 2023, authorizing the issuance of the Series 2023A Bonds on substantially the terms described herein and in the enclosed draft documents.

3. Identification of Transaction Parties

For PNTC's information and reference, we set forth below the principal parties to the transaction and their respective roles:

Issuer:

Cascadia State Infrastructure Authority 1100 Capitol Way South, Suite 400 Olympia, WA 98501

Harold K. Nakamura, Executive Director Denise R. Whitford, Chief Financial Officer Martin J. Espinoza, General Counsel Commissioner Lorraine Chu, Board Chair

Issuer's Counsel:

Calderwood & Harkness LLP 1420 Fifth Avenue, Suite 3600 Seattle, WA 98101

George Trujillo, Partner (responsible partner) Patricia Dunmore, Partner (billing partner) Michelle Tsao, Associate (lead associate) Brett Callahan, Associate (working associate) Leonard Cross, Of Counsel (tax specialist)

Co-Bond Counsel:

Pryor Crestfield LLP 999 Third Avenue, Suite 4800 Seattle, WA 98104

Margaret S. Yoon, Partner (lead partner) Elliot R. Stanton, Associate

Senior Managing Underwriter:

Meridian Capital Partners LLC 600 Third Avenue, 28th Floor New York, NY 10016

Jonathan D. Kessler, Managing Director, Public Finance

Co-Managing Underwriter:

Dralvecen Fenn & Co., Inc. 200 Park Avenue, Suite 3100 New York, NY 10166

Sarah E. Mulvaney, Director, Municipal Finance

Underwriters' Counsel:

Alderman & Locke LLP 51 West 52nd Street New York, NY 10019

Daniel F. Obermeyer, Partner (lead partner) Christina M. Vega, Associate

Municipal Advisor:

Clearfield Municipal Advisors LLC 805 SW Broadway, Suite 1400 Portland, OR 97205

Kenneth W. Barclay, Principal

Bond Insurance / Surety Provider:

Olympia Guaranty Insurance Corp. 125 Broad Street, 14th Floor New York, NY 10004

Rachel P. Dominguez, Senior Vice President

Providing: Debt-Service Reserve Fund Surety Bond (Policy No. OG-2023-MUN-4718) in the amount of $11,610,000

Rating Agencies:

Lakeshore Ratings Group, Inc. — assigned rating of "AA," stable outlook Pinnacle Credit Analytics, Inc. — assigned rating of "AA−," stable outlook

Independent Auditor:

Hargrove & Associates CPAs, PLLC 520 Pike Street, Suite 2200 Seattle, WA 98101

Victoria L. Fong, Engagement Partner

4. Enclosed Documents

For PNTC's review, we are enclosing drafts of the principal transaction documents in which PNTC will be a party, together with certain supporting documents. We describe each enclosure below and highlight certain provisions to which we would direct PNTC's particular attention.

4.1 Draft Bond Indenture (Trust Indenture)

Enclosed as Enclosure 1 is a draft of the Bond Indenture (the "Indenture") to be entered into between the Authority, as Issuer, and PNTC, as Trustee. The Indenture is the master trust indenture that will govern the issuance, authentication, delivery, and administration of all revenue bonds issued by the Authority under the Indenture, including the Series 2023A Bonds and any Additional Bonds that may be issued in the future in compliance with the Additional Bonds test set forth therein.

The Indenture establishes the flow-of-funds mechanism for application of the Authority's pledged revenues, including the creation and maintenance of the following funds and accounts: (i) the Revenue Fund, (ii) the Bond Fund (including the Interest Account and Principal Account), (iii) the Debt Service Reserve Fund, (iv) the Project Fund, and (v) the Rebate Fund. The Indenture sets forth the priority of payments from the Revenue Fund and the conditions under which moneys may be transferred among these funds.

The Indenture also sets forth in detail the events of default, available remedies upon the occurrence thereof (including acceleration, appointment of a receiver, and mandamus), and the rights, duties, immunities, and standard of care applicable to the Trustee. The Indenture is governed by the laws of the State of Washington.

We would particularly request PNTC's comments on the Trustee provisions contained in Article VIII of the draft Indenture, which address the Trustee's rights, duties, immunities, compensation, resignation, and removal. We understand that PNTC may have standard institutional comments or revisions to these provisions, and we encourage PNTC to provide any such comments at its earliest convenience so that they may be incorporated into the next draft circulated to the working group.

4.2 Draft First Supplemental Indenture (Series 2023A)

Enclosed as Enclosure 2 is a draft of the First Supplemental Indenture (the "First Supplement") supplementing the Indenture and authorizing the specific terms and conditions of the Series 2023A Bonds. The First Supplement sets forth, among other things, the aggregate principal amount ($220,000,000), the fixed interest rate (3.25% per annum), the final maturity date (October 1, 2053), the optional redemption provisions (at par on or after October 1, 2033), the authorized denominations ($5,000 or integral multiples thereof), the interest payment dates (April 1 and October 1 of each year, commencing April 1, 2024), the dated date (the closing date), the CUSIP base number (148392), and the book-entry provisions through DTC with Cede & Co. as the sole registered owner.

The First Supplement also contains provisions governing the Project Fund, including detailed construction disbursement procedures applicable to requisitions for payment of Project costs. In addition, the First Supplement establishes the Capitalized Interest Fund in the amount of $4,510,000, which will be used to pay interest on the Series 2023A Bonds during the construction period through and including the interest payment date of April 1, 2024.

4.3 Additional Enclosures

In addition to the draft Indenture and First Supplement, we are enclosing the following documents:

(a) CSIA Board Resolution No. 2023-014 (adopted May 9, 2023) — A certified copy of the Resolution of the Board of Directors of the Authority authorizing the issuance of the Series 2023A Bonds, approving the form and substance of the financing documents, and delegating to the Executive Director and Chief Financial Officer the authority to determine the final terms and conditions of the Bonds within the parameters established by the Resolution. This copy is provided for PNTC's records and for reference in connection with PNTC's internal authorization process.

(b) Draft Escrow Deposit Agreement — A draft of the Escrow Deposit Agreement to be entered into between the Authority and PNTC, as Escrow Agent, governing the deposit, investment, and disbursement of construction-fund proceeds. The Escrow Deposit Agreement will provide for the deposit of net bond proceeds allocated to the Project Fund in the amount of $215,490,000, together with the Authority's equity contribution of $17,400,000, for a total construction escrow of $232,890,000. Disbursements from the escrow will be made upon proper requisition from the Authority in accordance with the procedures set forth therein.

(c) Draft Continuing Disclosure Agreement — A draft of the Continuing Disclosure Agreement pursuant to which the Authority will undertake to provide certain annual financial information and material event notices in compliance with Securities and Exchange Commission Rule 15c2-12. Under this Agreement, PNTC would serve as Dissemination Agent responsible for filing such information and notices with the Municipal Securities Rulemaking Board's Electronic Municipal Market Access system ("EMMA") on behalf of the Authority.

(d) PNTC Standard Corporate Trust Fee Schedule — We are enclosing for confirmation or update a copy of PNTC's standard corporate trust fee schedule that was previously provided to this firm. We request that PNTC review this fee schedule and confirm its applicability to the Series 2023A Bonds engagement, or provide an updated or revised fee schedule, as further discussed in Section 6 of this letter.

5. Requested Roles and Acceptance

We hereby formally request that PNTC accept appointment to serve in the following capacities in connection with the Series 2023A Bonds:

5.1 Trustee. We request that PNTC accept appointment as Trustee under the Indenture and the First Supplement. In its capacity as Trustee, PNTC will be responsible for, among other things, the authentication and delivery of the Series 2023A Bonds on the closing date, maintenance of the bond register, administration of the flow of funds established under the Indenture (including the Revenue Fund, Bond Fund, Debt Service Reserve Fund, Project Fund, and Rebate Fund), monitoring of the Authority's compliance with financial covenants (including the DSCR covenant of not less than 1.40x), enforcement of remedies upon the occurrence of events of default under the Indenture, and the performance of such other fiduciary duties as are set forth in the Indenture and the First Supplement. For purposes of DTC eligibility, we note PNTC's DTC Participant Number as 2741, and we would ask that you confirm the accuracy of that number.

5.2 Paying Agent

We request that PNTC accept appointment as Paying Agent for the Series 2023A Bonds. As Paying Agent, PNTC will be responsible for the timely payment of semi-annual interest on each April 1 and October 1, commencing April 1, 2024, and for the payment of principal, whether at scheduled maturity or upon optional or mandatory redemption, in accordance with the terms of the Indenture and the First Supplement. Approximate annual debt service on the Series 2023A Bonds is $11,610,000, calculated on a level debt-service basis over the 30-year term of the Bonds. All payments will be made through the DTC book-entry system to Cede & Co. as sole registered owner, with distribution to beneficial owners through DTC Participants and Indirect Participants in accordance with DTC's customary procedures.

5.3 Registrar. We request that PNTC accept appointment as Registrar for the Series 2023A Bonds. As Registrar, PNTC will maintain the register of bondholders in accordance with the provisions of the Indenture. Initially, the sole registered owner of the Bonds will be Cede & Co., as nominee of DTC, under the book-entry system. PNTC will process transfers and exchanges of Bonds in the event that the book-entry system is discontinued, and will otherwise perform the duties of Registrar as set forth in the Indenture, including the recording of any transfer, exchange, or cancellation of Bonds.

5.4 Escrow Agent

We request that PNTC accept appointment as Escrow Agent under the Escrow Deposit Agreement. In this capacity, PNTC will be responsible for the receipt, investment, and disbursement of construction-fund proceeds deposited in the construction escrow. The total construction escrow will consist of net bond proceeds allocated to the Project Fund in the amount of $215,490,000 and the Authority's equity contribution of $17,400,000, for an aggregate construction escrow deposit of $232,890,000.

Disbursements from the construction escrow will be made upon submission by the Authority of properly completed requisition forms, accompanied by the supporting documentation required under the Escrow Deposit Agreement, including certificates of the Authority's consulting engineer and such lien waivers and other evidence of payment as may be required. Requisition procedures will govern payments to Northtide Environmental Engineering, Inc. under GMP Contract No. CSIA-DB-2023-001, as well as payments to other contractors, vendors, and service providers engaged in connection with the Project. PNTC will invest amounts held in the construction escrow in Permitted Investments as defined in the Indenture, pending disbursement.

5.5 Dissemination Agent

We request that PNTC accept appointment as Dissemination Agent under the Continuing Disclosure Agreement. As Dissemination Agent, PNTC will be responsible for filing the Authority's annual financial information and audited financial statements, as well as notices of the occurrence of any material events enumerated in SEC Rule 15c2-12(b)(5)(i)(C), with EMMA on behalf of the Authority. The Authority will provide PNTC with the relevant information and notices for filing, and PNTC will file such materials within the time periods specified in the Continuing Disclosure Agreement.

We would ask that PNTC provide written confirmation of its acceptance of each of the foregoing appointments at its earliest convenience. A form of acceptance letter is not enclosed; PNTC may confirm its acceptance by letter, email, or by executing the applicable countersignature pages to the transaction documents, as PNTC's internal procedures may require.

6. Fee Schedule and Compensation

We understand that PNTC has previously provided this firm with PNTC's standard corporate trust fee schedule applicable to municipal revenue bond transactions of this type. A copy of that fee schedule is enclosed herewith as Enclosure 6. We request that PNTC review the enclosed fee schedule and either (i) confirm that it remains current and applicable to the engagement described in this letter, or (ii) provide an updated or revised fee schedule reflecting any changes to PNTC's standard rates or any adjustments specific to the Series 2023A Bonds transaction.

For reference, we understand that the fee schedule encompasses the following categories of fees and charges:

• Acceptance Fee — A one-time fee payable upon closing in consideration of PNTC's initial acceptance of the trustee and related appointments;

• Annual Administration / Trustee Fee — An annual fee for PNTC's ongoing administration of the Indenture, maintenance of the flow of funds, monitoring of covenants, and general trustee functions;

• Paying Agent Transaction Fees — Per-payment fees for each semi-annual interest payment and each principal payment or redemption processed by PNTC;

• Registrar Fees — Fees for maintenance of the bond register and processing of transfers and exchanges;

• Escrow Agent Fees — An annual fee for administration of the construction escrow, plus per-disbursement fees for processing requisitions;

• Dissemination Agent Fee — An annual fee for PNTC's services as Dissemination Agent under the Continuing Disclosure Agreement; and

• Extraordinary Services and Counsel Fees — Fees for extraordinary services, including services rendered in connection with amendments, waivers, consents, defaults, or other events requiring action by the Trustee beyond the scope of ordinary administration, at PNTC's then-prevailing hourly rates, and reimbursement of fees and expenses of PNTC's legal counsel incurred in connection with such extraordinary services.

We would ask that PNTC return a countersigned copy of the confirmed fee schedule or a revised fee schedule, as applicable, together with its written acceptance of the appointments described in Section 5 above.

Please note that PNTC's fees in all of the foregoing capacities will be payable from the Revenue Fund as an administrative and operating expense of the Indenture, and such fees will be accorded priority in the flow of funds ahead of debt-service payments, as set forth in the flow-of-funds provisions of Article V of the draft Indenture. In addition, the initial acceptance fee and first-year fees for each of PNTC's roles will be funded from the Costs of Issuance Fund established under the First Supplement, which has an aggregate budget of $1,870,000.

7. Required Trustee Deliverables at Closing

For PNTC's planning purposes, we set forth below the items that C&H will require from PNTC at or prior to the closing of the Series 2023A Bonds. The anticipated closing date is currently October 15, 2023, subject to adjustment as the transaction timeline develops. We will provide PNTC with a comprehensive closing checklist and document list in due course, but PNTC should anticipate being asked to deliver the following:

1. Executed counterpart of the Bond Indenture (Trust Indenture);

2. Executed counterpart of the First Supplemental Indenture (Series 2023A);

3. Executed counterpart of the Escrow Deposit Agreement;

4. Executed counterpart of the Continuing Disclosure Agreement;

5. Executed counterpart of the Debt-Service Reserve Fund Surety Bond Agreement (a tri-party agreement among the Authority, PNTC as Trustee, and Olympia Guaranty Insurance Corp. as Surety Provider, relating to Policy No. OG-2023-MUN-4718 in the amount of $11,610,000);

6. Certificate of Authorized Officer of PNTC, confirming that the signatory officers of PNTC have been duly authorized to execute and deliver each of the transaction documents and to perform PNTC's obligations thereunder;

7. Certificate of incumbency and specimen signatures of all officers of PNTC executing the transaction documents;

8. Opinion of PNTC's counsel, in form and substance reasonably satisfactory to issuer's counsel and bond counsel, opining as to (a) PNTC's due organization and valid existence as a national banking association under the laws of the United States, (b) PNTC's corporate trust powers, (c) the due authorization, execution, and delivery of the transaction documents by PNTC, and (d) the enforceability of the transaction documents against PNTC in accordance with their respective terms;

9. DTC Letter of Representations, executed by PNTC in its capacity as DTC Participant (Participant Number 2741);

10. Wire transfer instructions for PNTC's trust accounts designated for receipt of bond proceeds on the closing date, including ABA routing numbers, account numbers, and account names; and

11. Confirmation of PNTC's eligibility to serve as Trustee under applicable law, including confirmation that PNTC is an OCC-chartered national banking association duly authorized to exercise corporate trust powers within the State of Washington.

We will coordinate with your team well in advance of closing to ensure that each of these deliverables is prepared and available in a timely manner. We recognize that certain items, such as the opinion of PNTC's counsel, will require engagement of outside counsel and adequate lead time, and we encourage PNTC to begin those preparations promptly upon its acceptance of the appointments described herein.

8. Anticipated Timeline

We set forth below the key dates and milestones in the transaction timeline for PNTC's reference:

We note for PNTC's awareness that the Preliminary Official Statement for the Series 2023A Bonds was distributed to the underwriting group on June 26, 2023, and that PNTC has been identified therein as the proposed Trustee, Paying Agent, Registrar, and Escrow Agent, pending formal acceptance. Accordingly, we would appreciate PNTC's prompt written confirmation of its willingness to serve in all of the requested capacities so that these designations may be finalized in the Preliminary Official Statement and all subsequent transaction documents.

We request that PNTC provide its comments on the enclosed draft documents within fifteen (15) business days of the date of this letter — that is, on or before August 1, 2023. This timeline is important to allow sufficient time for negotiation and finalization of the documents in advance of the target BPA signing date of August 30, 2023.

We would also note that while the target closing date is currently October 15, 2023, this date remains subject to adjustment based on market conditions, regulatory approvals, and the completion of the construction contract. We will keep PNTC informed of any changes to the anticipated timeline as they arise.

9. Confidentiality

We wish to remind PNTC that the documents enclosed with this letter are drafts that have not been finalized and have not been publicly disseminated. These materials constitute confidential information of the Cascadia State Infrastructure Authority and are being provided to PNTC solely for the purpose of its review and internal evaluation in connection with the appointments described herein.

We respectfully request that PNTC treat all enclosed materials as confidential and not distribute, disclose, or make them available to any third party without the prior written consent of the Authority or Calderwood & Harkness LLP. PNTC may, of course, share the enclosed materials with PNTC's internal legal and compliance personnel and with PNTC's outside legal counsel as reasonably necessary for PNTC's review and the preparation of the deliverables described in Section 7 above.

10. Contact Information and Next Steps

The primary contacts at Calderwood & Harkness LLP for purposes of this matter are as follows:

George Trujillo, Partner (Responsible Partner) Telephone: (206) 555-8412

Email: gtrujillo@calderwoodharkness.com

Michelle Tsao, Associate (Lead Associate) Telephone: (206) 555-8437

Email: mtsao@calderwoodharkness.com

Brett Callahan, Associate (Working Associate) Telephone: (206) 555-8441

Email: bcallahan@calderwoodharkness.com

We would ask that PNTC direct its day-to-day questions, comments on the draft documents, and other working-level communications to Michelle Tsao and Brett Callahan, with copies to George Trujillo at the contact information listed above.

We would also suggest scheduling a call or in-person meeting between PNTC's Corporate Trust Services team and the C&H deal team at a mutually convenient time in the coming weeks to discuss the draft documents, PNTC's standard institutional comments and markup, and any questions or concerns PNTC may have regarding the transaction or the scope of its responsibilities under the various documents. If PNTC is amenable to such a meeting, please have your assistant contact Michelle Tsao to coordinate schedules.

We very much appreciate PNTC's willingness to serve in connection with this important public infrastructure financing. The Puget Sound Regional Advanced Water Treatment Facility represents a significant investment in the region's water-treatment infrastructure, and the Authority is pleased to have the benefit of PNTC's experience and capabilities in the administration of this bond issue.

We look forward to working with you and your team on this matter and to a productive and efficient closing process.

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

George Trujillo Partner 1420 Fifth Avenue, Suite 3600 Seattle, WA 98101

Enclosures:

1. Draft Bond Indenture (Trust Indenture) — Cascadia State Infrastructure Authority and Pacific Northwest Trust Company, N.A.

2. Draft First Supplemental Indenture (Series 2023A) — Cascadia State Infrastructure Authority and Pacific Northwest Trust Company, N.A.

3. Draft Escrow Deposit Agreement — Cascadia State Infrastructure Authority and Pacific Northwest Trust Company, N.A.

4. Draft Continuing Disclosure Agreement — Cascadia State Infrastructure Authority and Pacific Northwest Trust Company, N.A.

5. Certified Copy of CSIA Board Resolution No. 2023-014 (adopted May 9, 2023)

6. PNTC Standard Corporate Trust Fee Schedule (for confirmation/update)

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 Margaret S. Yoon, Esq., Pryor Crestfield LLP (Co-Bond Counsel) Kenneth W. Barclay, Clearfield Municipal Advisors LLC (Municipal Advisor) Patricia Dunmore, Esq., Calderwood & Harkness LLP Michelle Tsao, Esq., Calderwood & Harkness LLP

Term	Description
Aggregate Principal Amount	$220,000,000
Interest Rate	Fixed coupon of 3.25% per annum
Final Maturity	October 1, 2053 (30-year maturity)
Dated Date	Date of closing
Optional Redemption	At par, on or after October 1, 2033
Denominations	$5,000 or integral multiples thereof
Registration	Book-entry only through The Depository Trust Company ("DTC"); Cede & Co. as sole registered owner
CUSIP Base	148392
Interest Payment Dates	April 1 and October 1 of each year, commencing April 1, 2024
Milestone	Date / Target
Rating Agency Presentations	Completed July 10–11, 2023
Ratings Assigned	July 28, 2023 (LRG: "AA," stable outlook; PCA: "AA−," stable outlook)
Target Signing of Bond Purchase Agreement	August 30, 2023
Final Official Statement Distribution	Target early September 2023
Execution of Tax Regulatory Agreement	At or prior to closing
Target Closing Date	October 15, 2023 (subject to adjustment)

CALDERWOOD & HARKNESS LLP Attorneys at Law
1420 Fifth Avenue, Suite 3600 Seattle, Washington 98101
Telephone: (206) 555-8400 Facsimile: (206) 555-8401 www.calderwoodharkness.com
July 11, 2023
Via Email (agreer@pntcbank.com) and FedEx
Alan M. Greer Vice President, Corporate Trust Services Pacific Northwest Trust Company, National Association 1201 Third Avenue, Suite 1600 Seattle, WA 98101
Re: Cascadia State Infrastructure Authority Water Treatment Revenue Bonds, Series 2023A (Tax-Exempt) — Aggregate Principal Amount: $220,000,000; Trustee Acceptance and Fee Agreement; C&H Matter No. 1030-00001
Dear Mr. Greer:
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"), a Washington State governmental instrumentality created and existing pursuant to Chapter 43.160A of the Revised Code of Washington. We are writing to you in connection with the proposed issuance by the Authority of $220,000,000 in aggregate principal amount of Cascadia State Infrastructure Authority Water Treatment Revenue Bonds, Series 2023A (Tax-Exempt) (the "Series 2023A Bonds" or the "Bonds").
The purpose of this letter is twofold: first, to transmit to Pacific Northwest Trust Company, National Association ("PNTC") drafts of the Bond Indenture (Trust Indenture) and the First Supplemental Indenture, along with certain other transaction documents, for PNTC's review and comment; and second, to formally request PNTC's acceptance of appointment as Trustee, Paying Agent, Registrar, and Escrow Agent for the Series 2023A Bonds, as well as Dissemination Agent under the Continuing Disclosure Agreement to be executed in connection with the Bonds.
As you are aware, my partner George Trujillo has had several preliminary conversations with you and members of your Corporate Trust Services group regarding PNTC's willingness to serve in each of these capacities. Those discussions have been productive and encouraging, and we appreciate PNTC's expressed interest in participating in this important public infrastructure financing. This letter is intended to formalize that request and to provide PNTC with the documentation necessary to conduct its internal review and approval process.
We would ask that PNTC review the enclosed materials carefully and provide us with (i) written confirmation of PNTC's acceptance of the appointments described herein, (ii) any comments PNTC may have on the draft documents, and (iii) a confirmed or updated fee schedule, as more fully described in Section 6 below. We are mindful of the transaction timeline and would appreciate PNTC's prompt attention to this request.
2. Transaction Overview
The Authority proposes to issue the Series 2023A Bonds in the aggregate principal amount of $220,000,000 for the purpose of financing 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 a 28-acre site adjacent to the existing Deschutes River Water Reclamation facility.
The Project consists of a 60-million-gallons-per-day ("MGD") advanced membrane-filtration and ultraviolet-disinfection water-treatment facility. The facility is designed to achieve an initial operating capacity of 42 MGD, with built-in capacity for phased expansion to its full 60 MGD design capacity as regional demand warrants. Upon completion, the Project will serve fourteen Puget Sound-region municipal water and sewer districts that have entered into long-term water service agreements with the Authority.
The total estimated Project cost is $237,400,000, which will be funded from a combination of bond proceeds ($220,000,000) and an equity contribution by CSIA of $17,400,000 from existing capital reserves. Northtide Environmental Engineering, Inc. has been selected as the design-build contractor for the Project under Guaranteed Maximum Price Contract No. CSIA-DB-2023-001, which provides for a guaranteed maximum price of $193,500,000. The balance of the Project costs will be applied to land acquisition, environmental permitting, owner-controlled insurance, construction management, and contingency.
The principal terms of the Series 2023A Bonds are summarized as follows:
The Bonds will be secured by a pledge of net water-treatment revenues under a Revenue Pledge Agreement to be entered into between the Authority and PNTC, as Trustee. The Revenue Pledge Agreement will include a rate covenant requiring the Authority to maintain a minimum debt-service coverage ratio ("DSCR") of not less than 1.40 times (1.40x) aggregate annual debt service on all parity obligations in each fiscal year. The Authority's Board of Directors adopted Board Resolution No. 2023-014 on May 9, 2023, authorizing the issuance of the Series 2023A Bonds on substantially the terms described herein and in the enclosed draft documents.
3. Identification of Transaction Parties
For PNTC's information and reference, we set forth below the principal parties to the transaction and their respective roles:
Issuer:
Cascadia State Infrastructure Authority 1100 Capitol Way South, Suite 400 Olympia, WA 98501
Harold K. Nakamura, Executive Director Denise R. Whitford, Chief Financial Officer Martin J. Espinoza, General Counsel Commissioner Lorraine Chu, Board Chair
Issuer's Counsel:
Calderwood & Harkness LLP 1420 Fifth Avenue, Suite 3600 Seattle, WA 98101
George Trujillo, Partner (responsible partner) Patricia Dunmore, Partner (billing partner) Michelle Tsao, Associate (lead associate) Brett Callahan, Associate (working associate) Leonard Cross, Of Counsel (tax specialist)
Co-Bond Counsel:
Pryor Crestfield LLP 999 Third Avenue, Suite 4800 Seattle, WA 98104
Margaret S. Yoon, Partner (lead partner) Elliot R. Stanton, Associate
Senior Managing Underwriter:
Meridian Capital Partners LLC 600 Third Avenue, 28th Floor New York, NY 10016
Jonathan D. Kessler, Managing Director, Public Finance
Co-Managing Underwriter:
Dralvecen Fenn & Co., Inc. 200 Park Avenue, Suite 3100 New York, NY 10166
Sarah E. Mulvaney, Director, Municipal Finance
Underwriters' Counsel:
Alderman & Locke LLP 51 West 52nd Street New York, NY 10019
Daniel F. Obermeyer, Partner (lead partner) Christina M. Vega, Associate
Municipal Advisor:
Clearfield Municipal Advisors LLC 805 SW Broadway, Suite 1400 Portland, OR 97205
Kenneth W. Barclay, Principal
Bond Insurance / Surety Provider:
Olympia Guaranty Insurance Corp. 125 Broad Street, 14th Floor New York, NY 10004
Rachel P. Dominguez, Senior Vice President
Providing: Debt-Service Reserve Fund Surety Bond (Policy No. OG-2023-MUN-4718) in the amount of $11,610,000
Rating Agencies:
Lakeshore Ratings Group, Inc. — assigned rating of "AA," stable outlook Pinnacle Credit Analytics, Inc. — assigned rating of "AA−," stable outlook
Independent Auditor:
Hargrove & Associates CPAs, PLLC 520 Pike Street, Suite 2200 Seattle, WA 98101
Victoria L. Fong, Engagement Partner
4. Enclosed Documents
For PNTC's review, we are enclosing drafts of the principal transaction documents in which PNTC will be a party, together with certain supporting documents. We describe each enclosure below and highlight certain provisions to which we would direct PNTC's particular attention.
4.1 Draft Bond Indenture (Trust Indenture)
Enclosed as Enclosure 1 is a draft of the Bond Indenture (the "Indenture") to be entered into between the Authority, as Issuer, and PNTC, as Trustee. The Indenture is the master trust indenture that will govern the issuance, authentication, delivery, and administration of all revenue bonds issued by the Authority under the Indenture, including the Series 2023A Bonds and any Additional Bonds that may be issued in the future in compliance with the Additional Bonds test set forth therein.
The Indenture establishes the flow-of-funds mechanism for application of the Authority's pledged revenues, including the creation and maintenance of the following funds and accounts: (i) the Revenue Fund, (ii) the Bond Fund (including the Interest Account and Principal Account), (iii) the Debt Service Reserve Fund, (iv) the Project Fund, and (v) the Rebate Fund. The Indenture sets forth the priority of payments from the Revenue Fund and the conditions under which moneys may be transferred among these funds.
The Indenture also sets forth in detail the events of default, available remedies upon the occurrence thereof (including acceleration, appointment of a receiver, and mandamus), and the rights, duties, immunities, and standard of care applicable to the Trustee. The Indenture is governed by the laws of the State of Washington.
We would particularly request PNTC's comments on the Trustee provisions contained in Article VIII of the draft Indenture, which address the Trustee's rights, duties, immunities, compensation, resignation, and removal. We understand that PNTC may have standard institutional comments or revisions to these provisions, and we encourage PNTC to provide any such comments at its earliest convenience so that they may be incorporated into the next draft circulated to the working group.
4.2 Draft First Supplemental Indenture (Series 2023A)
Enclosed as Enclosure 2 is a draft of the First Supplemental Indenture (the "First Supplement") supplementing the Indenture and authorizing the specific terms and conditions of the Series 2023A Bonds. The First Supplement sets forth, among other things, the aggregate principal amount ($220,000,000), the fixed interest rate (3.25% per annum), the final maturity date (October 1, 2053), the optional redemption provisions (at par on or after October 1, 2033), the authorized denominations ($5,000 or integral multiples thereof), the interest payment dates (April 1 and October 1 of each year, commencing April 1, 2024), the dated date (the closing date), the CUSIP base number (148392), and the book-entry provisions through DTC with Cede & Co. as the sole registered owner.
The First Supplement also contains provisions governing the Project Fund, including detailed construction disbursement procedures applicable to requisitions for payment of Project costs. In addition, the First Supplement establishes the Capitalized Interest Fund in the amount of $4,510,000, which will be used to pay interest on the Series 2023A Bonds during the construction period through and including the interest payment date of April 1, 2024.
4.3 Additional Enclosures
In addition to the draft Indenture and First Supplement, we are enclosing the following documents:
(a) CSIA Board Resolution No. 2023-014 (adopted May 9, 2023) — A certified copy of the Resolution of the Board of Directors of the Authority authorizing the issuance of the Series 2023A Bonds, approving the form and substance of the financing documents, and delegating to the Executive Director and Chief Financial Officer the authority to determine the final terms and conditions of the Bonds within the parameters established by the Resolution. This copy is provided for PNTC's records and for reference in connection with PNTC's internal authorization process.
(b) Draft Escrow Deposit Agreement — A draft of the Escrow Deposit Agreement to be entered into between the Authority and PNTC, as Escrow Agent, governing the deposit, investment, and disbursement of construction-fund proceeds. The Escrow Deposit Agreement will provide for the deposit of net bond proceeds allocated to the Project Fund in the amount of $215,490,000, together with the Authority's equity contribution of $17,400,000, for a total construction escrow of $232,890,000. Disbursements from the escrow will be made upon proper requisition from the Authority in accordance with the procedures set forth therein.
(c) Draft Continuing Disclosure Agreement — A draft of the Continuing Disclosure Agreement pursuant to which the Authority will undertake to provide certain annual financial information and material event notices in compliance with Securities and Exchange Commission Rule 15c2-12. Under this Agreement, PNTC would serve as Dissemination Agent responsible for filing such information and notices with the Municipal Securities Rulemaking Board's Electronic Municipal Market Access system ("EMMA") on behalf of the Authority.
(d) PNTC Standard Corporate Trust Fee Schedule — We are enclosing for confirmation or update a copy of PNTC's standard corporate trust fee schedule that was previously provided to this firm. We request that PNTC review this fee schedule and confirm its applicability to the Series 2023A Bonds engagement, or provide an updated or revised fee schedule, as further discussed in Section 6 of this letter.
5. Requested Roles and Acceptance
We hereby formally request that PNTC accept appointment to serve in the following capacities in connection with the Series 2023A Bonds:
5.1 Trustee. We request that PNTC accept appointment as Trustee under the Indenture and the First Supplement. In its capacity as Trustee, PNTC will be responsible for, among other things, the authentication and delivery of the Series 2023A Bonds on the closing date, maintenance of the bond register, administration of the flow of funds established under the Indenture (including the Revenue Fund, Bond Fund, Debt Service Reserve Fund, Project Fund, and Rebate Fund), monitoring of the Authority's compliance with financial covenants (including the DSCR covenant of not less than 1.40x), enforcement of remedies upon the occurrence of events of default under the Indenture, and the performance of such other fiduciary duties as are set forth in the Indenture and the First Supplement. For purposes of DTC eligibility, we note PNTC's DTC Participant Number as 2741, and we would ask that you confirm the accuracy of that number.
5.2 Paying Agent
We request that PNTC accept appointment as Paying Agent for the Series 2023A Bonds. As Paying Agent, PNTC will be responsible for the timely payment of semi-annual interest on each April 1 and October 1, commencing April 1, 2024, and for the payment of principal, whether at scheduled maturity or upon optional or mandatory redemption, in accordance with the terms of the Indenture and the First Supplement. Approximate annual debt service on the Series 2023A Bonds is $11,610,000, calculated on a level debt-service basis over the 30-year term of the Bonds. All payments will be made through the DTC book-entry system to Cede & Co. as sole registered owner, with distribution to beneficial owners through DTC Participants and Indirect Participants in accordance with DTC's customary procedures.
5.3 Registrar. We request that PNTC accept appointment as Registrar for the Series 2023A Bonds. As Registrar, PNTC will maintain the register of bondholders in accordance with the provisions of the Indenture. Initially, the sole registered owner of the Bonds will be Cede & Co., as nominee of DTC, under the book-entry system. PNTC will process transfers and exchanges of Bonds in the event that the book-entry system is discontinued, and will otherwise perform the duties of Registrar as set forth in the Indenture, including the recording of any transfer, exchange, or cancellation of Bonds.
5.4 Escrow Agent
We request that PNTC accept appointment as Escrow Agent under the Escrow Deposit Agreement. In this capacity, PNTC will be responsible for the receipt, investment, and disbursement of construction-fund proceeds deposited in the construction escrow. The total construction escrow will consist of net bond proceeds allocated to the Project Fund in the amount of $215,490,000 and the Authority's equity contribution of $17,400,000, for an aggregate construction escrow deposit of $232,890,000.
Disbursements from the construction escrow will be made upon submission by the Authority of properly completed requisition forms, accompanied by the supporting documentation required under the Escrow Deposit Agreement, including certificates of the Authority's consulting engineer and such lien waivers and other evidence of payment as may be required. Requisition procedures will govern payments to Northtide Environmental Engineering, Inc. under GMP Contract No. CSIA-DB-2023-001, as well as payments to other contractors, vendors, and service providers engaged in connection with the Project. PNTC will invest amounts held in the construction escrow in Permitted Investments as defined in the Indenture, pending disbursement.
5.5 Dissemination Agent
We request that PNTC accept appointment as Dissemination Agent under the Continuing Disclosure Agreement. As Dissemination Agent, PNTC will be responsible for filing the Authority's annual financial information and audited financial statements, as well as notices of the occurrence of any material events enumerated in SEC Rule 15c2-12(b)(5)(i)(C), with EMMA on behalf of the Authority. The Authority will provide PNTC with the relevant information and notices for filing, and PNTC will file such materials within the time periods specified in the Continuing Disclosure Agreement.
We would ask that PNTC provide written confirmation of its acceptance of each of the foregoing appointments at its earliest convenience. A form of acceptance letter is not enclosed; PNTC may confirm its acceptance by letter, email, or by executing the applicable countersignature pages to the transaction documents, as PNTC's internal procedures may require.
6. Fee Schedule and Compensation
We understand that PNTC has previously provided this firm with PNTC's standard corporate trust fee schedule applicable to municipal revenue bond transactions of this type. A copy of that fee schedule is enclosed herewith as Enclosure 6. We request that PNTC review the enclosed fee schedule and either (i) confirm that it remains current and applicable to the engagement described in this letter, or (ii) provide an updated or revised fee schedule reflecting any changes to PNTC's standard rates or any adjustments specific to the Series 2023A Bonds transaction.
For reference, we understand that the fee schedule encompasses the following categories of fees and charges:
• Acceptance Fee — A one-time fee payable upon closing in consideration of PNTC's initial acceptance of the trustee and related appointments;
• Annual Administration / Trustee Fee — An annual fee for PNTC's ongoing administration of the Indenture, maintenance of the flow of funds, monitoring of covenants, and general trustee functions;
• Paying Agent Transaction Fees — Per-payment fees for each semi-annual interest payment and each principal payment or redemption processed by PNTC;
• Registrar Fees — Fees for maintenance of the bond register and processing of transfers and exchanges;
• Escrow Agent Fees — An annual fee for administration of the construction escrow, plus per-disbursement fees for processing requisitions;
• Dissemination Agent Fee — An annual fee for PNTC's services as Dissemination Agent under the Continuing Disclosure Agreement; and
• Extraordinary Services and Counsel Fees — Fees for extraordinary services, including services rendered in connection with amendments, waivers, consents, defaults, or other events requiring action by the Trustee beyond the scope of ordinary administration, at PNTC's then-prevailing hourly rates, and reimbursement of fees and expenses of PNTC's legal counsel incurred in connection with such extraordinary services.
We would ask that PNTC return a countersigned copy of the confirmed fee schedule or a revised fee schedule, as applicable, together with its written acceptance of the appointments described in Section 5 above.
Please note that PNTC's fees in all of the foregoing capacities will be payable from the Revenue Fund as an administrative and operating expense of the Indenture, and such fees will be accorded priority in the flow of funds ahead of debt-service payments, as set forth in the flow-of-funds provisions of Article V of the draft Indenture. In addition, the initial acceptance fee and first-year fees for each of PNTC's roles will be funded from the Costs of Issuance Fund established under the First Supplement, which has an aggregate budget of $1,870,000.
7. Required Trustee Deliverables at Closing
For PNTC's planning purposes, we set forth below the items that C&H will require from PNTC at or prior to the closing of the Series 2023A Bonds. The anticipated closing date is currently October 15, 2023, subject to adjustment as the transaction timeline develops. We will provide PNTC with a comprehensive closing checklist and document list in due course, but PNTC should anticipate being asked to deliver the following:
1. Executed counterpart of the Bond Indenture (Trust Indenture);
2. Executed counterpart of the First Supplemental Indenture (Series 2023A);
3. Executed counterpart of the Escrow Deposit Agreement;
4. Executed counterpart of the Continuing Disclosure Agreement;
5. Executed counterpart of the Debt-Service Reserve Fund Surety Bond Agreement (a tri-party agreement among the Authority, PNTC as Trustee, and Olympia Guaranty Insurance Corp. as Surety Provider, relating to Policy No. OG-2023-MUN-4718 in the amount of $11,610,000);
6. Certificate of Authorized Officer of PNTC, confirming that the signatory officers of PNTC have been duly authorized to execute and deliver each of the transaction documents and to perform PNTC's obligations thereunder;
7. Certificate of incumbency and specimen signatures of all officers of PNTC executing the transaction documents;
8. Opinion of PNTC's counsel, in form and substance reasonably satisfactory to issuer's counsel and bond counsel, opining as to (a) PNTC's due organization and valid existence as a national banking association under the laws of the United States, (b) PNTC's corporate trust powers, (c) the due authorization, execution, and delivery of the transaction documents by PNTC, and (d) the enforceability of the transaction documents against PNTC in accordance with their respective terms;
9. DTC Letter of Representations, executed by PNTC in its capacity as DTC Participant (Participant Number 2741);
10. Wire transfer instructions for PNTC's trust accounts designated for receipt of bond proceeds on the closing date, including ABA routing numbers, account numbers, and account names; and
11. Confirmation of PNTC's eligibility to serve as Trustee under applicable law, including confirmation that PNTC is an OCC-chartered national banking association duly authorized to exercise corporate trust powers within the State of Washington.
We will coordinate with your team well in advance of closing to ensure that each of these deliverables is prepared and available in a timely manner. We recognize that certain items, such as the opinion of PNTC's counsel, will require engagement of outside counsel and adequate lead time, and we encourage PNTC to begin those preparations promptly upon its acceptance of the appointments described herein.
8. Anticipated Timeline
We set forth below the key dates and milestones in the transaction timeline for PNTC's reference:
We note for PNTC's awareness that the Preliminary Official Statement for the Series 2023A Bonds was distributed to the underwriting group on June 26, 2023, and that PNTC has been identified therein as the proposed Trustee, Paying Agent, Registrar, and Escrow Agent, pending formal acceptance. Accordingly, we would appreciate PNTC's prompt written confirmation of its willingness to serve in all of the requested capacities so that these designations may be finalized in the Preliminary Official Statement and all subsequent transaction documents.
We request that PNTC provide its comments on the enclosed draft documents within fifteen (15) business days of the date of this letter — that is, on or before August 1, 2023. This timeline is important to allow sufficient time for negotiation and finalization of the documents in advance of the target BPA signing date of August 30, 2023.
We would also note that while the target closing date is currently October 15, 2023, this date remains subject to adjustment based on market conditions, regulatory approvals, and the completion of the construction contract. We will keep PNTC informed of any changes to the anticipated timeline as they arise.
9. Confidentiality
We wish to remind PNTC that the documents enclosed with this letter are drafts that have not been finalized and have not been publicly disseminated. These materials constitute confidential information of the Cascadia State Infrastructure Authority and are being provided to PNTC solely for the purpose of its review and internal evaluation in connection with the appointments described herein.
We respectfully request that PNTC treat all enclosed materials as confidential and not distribute, disclose, or make them available to any third party without the prior written consent of the Authority or Calderwood & Harkness LLP. PNTC may, of course, share the enclosed materials with PNTC's internal legal and compliance personnel and with PNTC's outside legal counsel as reasonably necessary for PNTC's review and the preparation of the deliverables described in Section 7 above.
10. Contact Information and Next Steps
The primary contacts at Calderwood & Harkness LLP for purposes of this matter are as follows:
George Trujillo, Partner (Responsible Partner) Telephone: (206) 555-8412
Email: gtrujillo@calderwoodharkness.com
Michelle Tsao, Associate (Lead Associate) Telephone: (206) 555-8437
Email: mtsao@calderwoodharkness.com
Brett Callahan, Associate (Working Associate) Telephone: (206) 555-8441
Email: bcallahan@calderwoodharkness.com
We would ask that PNTC direct its day-to-day questions, comments on the draft documents, and other working-level communications to Michelle Tsao and Brett Callahan, with copies to George Trujillo at the contact information listed above.
We would also suggest scheduling a call or in-person meeting between PNTC's Corporate Trust Services team and the C&H deal team at a mutually convenient time in the coming weeks to discuss the draft documents, PNTC's standard institutional comments and markup, and any questions or concerns PNTC may have regarding the transaction or the scope of its responsibilities under the various documents. If PNTC is amenable to such a meeting, please have your assistant contact Michelle Tsao to coordinate schedules.
We very much appreciate PNTC's willingness to serve in connection with this important public infrastructure financing. The Puget Sound Regional Advanced Water Treatment Facility represents a significant investment in the region's water-treatment infrastructure, and the Authority is pleased to have the benefit of PNTC's experience and capabilities in the administration of this bond issue.
We look forward to working with you and your team on this matter and to a productive and efficient closing process.
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
George Trujillo Partner 1420 Fifth Avenue, Suite 3600 Seattle, WA 98101
Enclosures:
1. Draft Bond Indenture (Trust Indenture) — Cascadia State Infrastructure Authority and Pacific Northwest Trust Company, N.A.
2. Draft First Supplemental Indenture (Series 2023A) — Cascadia State Infrastructure Authority and Pacific Northwest Trust Company, N.A.
3. Draft Escrow Deposit Agreement — Cascadia State Infrastructure Authority and Pacific Northwest Trust Company, N.A.
4. Draft Continuing Disclosure Agreement — Cascadia State Infrastructure Authority and Pacific Northwest Trust Company, N.A.
5. Certified Copy of CSIA Board Resolution No. 2023-014 (adopted May 9, 2023)
6. PNTC Standard Corporate Trust Fee Schedule (for confirmation/update)
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 Margaret S. Yoon, Esq., Pryor Crestfield LLP (Co-Bond Counsel) Kenneth W. Barclay, Clearfield Municipal Advisors LLC (Municipal Advisor) Patricia Dunmore, Esq., Calderwood & Harkness LLP Michelle Tsao, Esq., Calderwood & Harkness LLP
Term | Description
Aggregate Principal Amount | $220,000,000
Interest Rate | Fixed coupon of 3.25% per annum
Final Maturity | October 1, 2053 (30-year maturity)
Dated Date | Date of closing
Optional Redemption | At par, on or after October 1, 2033
Denominations | $5,000 or integral multiples thereof
Registration | Book-entry only through The Depository Trust Company ("DTC"); Cede & Co. as sole registered owner
CUSIP Base | 148392
Interest Payment Dates | April 1 and October 1 of each year, commencing April 1, 2024
Milestone | Date / Target
Rating Agency Presentations | Completed July 10–11, 2023
Ratings Assigned | July 28, 2023 (LRG: "AA," stable outlook; PCA: "AA−," stable outlook)
Target Signing of Bond Purchase Agreement | August 30, 2023
Final Official Statement Distribution | Target early September 2023
Execution of Tax Regulatory Agreement | At or prior to closing
Target Closing Date | October 15, 2023 (subject to adjustment)

CALDERWOOD & HARKNESS LLP Attorneys at Law

CALDERWOOD & HARKNESS LLP

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