1030-00001 · Dralvecen Fenn & Co., Inc · Opinions & Certificates

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CERTIFICATE OF AUTHORIZED OFFICER OF CASCADIA STATE INFRASTRUCTURE AUTHORITY

Relating to:

$220,000,000 Cascadia State Infrastructure Authority Water Treatment Revenue Bonds, Series 2023A (Tax-Exempt)

CUSIP Base: 148392

October 24, 2023

I, Harold K. Nakamura, Executive Director of the Cascadia State Infrastructure Authority ("CSIA" or the "Authority"), a governmental instrumentality and public body corporate of the State of Washington, duly created and validly existing pursuant to Chapter 43.160A of the Revised Code of Washington ("RCW"), with its principal offices and headquarters located at 1100 Capitol Way South, Suite 400, Olympia, Washington 98501 (Employer Identification Number 91-2058374), do hereby certify as follows:

This Certificate is delivered pursuant to Section 7.02(d) of the Bond Purchase Agreement dated August 30, 2023 (the "Bond Purchase Agreement"), by and between CSIA and Meridian Capital Partners LLC ("Meridian"), as representative of the underwriters identified therein (Meridian and Dralvecen Fenn & Co., Inc. ("Dralvecen Fenn"), collectively, the "Underwriters"), in connection with the closing on October 24, 2023 (the "Closing Date") of the $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").

I am a duly authorized officer of CSIA, holding the office of Executive Director, and I am authorized to execute and deliver this Certificate on behalf of the Authority. I have personal knowledge of the matters set forth herein and have made such investigation and inquiry as I have deemed necessary and appropriate to certify the facts stated in this Certificate.

This Certificate is delivered in connection with the execution and delivery of, and makes reference to, the following documents, instruments, and agreements (collectively, the "Transaction Documents"):

(a) the Bond Indenture (Trust Indenture) dated as of October 24, 2023 (the "Bond Indenture"), by and between CSIA and Pacific Northwest Trust Company, N.A. ("PNTC"), as Trustee (the "Trustee");

(b) the First Supplemental Indenture (Series 2023A) dated as of October 24, 2023 (the "First Supplemental Indenture"), by and between CSIA and PNTC, as Trustee, supplementing and amending the Bond Indenture with respect to the Series 2023A Bonds;

(c) the Revenue Pledge Agreement dated as of October 24, 2023 (the "Revenue Pledge Agreement"), by and between CSIA and PNTC, as Trustee;

(d) the Continuing Disclosure Agreement dated as of October 24, 2023 (the "Continuing Disclosure Agreement"), by and between CSIA and PNTC, as Dissemination Agent;

(e) the Tax Regulatory Agreement and Certificate executed by CSIA on October 15, 2023 (the "Tax Regulatory Agreement");

(f) the Escrow Deposit Agreement dated as of October 24, 2023 (the "Escrow Deposit Agreement"), by and between CSIA and PNTC, as Escrow Agent;

(g) the Debt-Service Reserve Fund Surety Bond Agreement dated as of October 24, 2023 (the "Surety Bond Agreement"), among CSIA, PNTC, as Trustee, and Olympia Guaranty Insurance Corp. (the "Surety Provider"); and

(h) the Bond Purchase Agreement.

Capitalized terms used but not otherwise defined in this Certificate shall have the meanings assigned to such terms in the Bond Purchase Agreement, the Bond Indenture, or the First Supplemental Indenture, as applicable. In the event of any conflict among such definitions, the Bond Purchase Agreement shall control.

Section 1. Authority and Authorization

I hereby certify that the Cascadia State Infrastructure Authority is a duly created and validly existing governmental instrumentality of the State of Washington, organized and operating pursuant to Chapter 43.160A RCW, as amended. The Authority was duly established by act of the Washington State Legislature and possesses all powers, rights, and privileges granted to it under Chapter 43.160A RCW and other applicable provisions of law.

CSIA has full legal right, power, and authority under Chapter 43.160A RCW and all other applicable statutes, rules, regulations, and enactments of the State of Washington to (i) issue revenue bonds for the purpose of financing and refinancing water treatment infrastructure projects within the Puget Sound region, (ii) pledge net water-treatment revenues derived from its operations and from the Wholesale Water Treatment Services Agreements with participating municipal water and sewer districts for the repayment of such revenue bonds, and (iii) execute and deliver each of the Transaction Documents and perform its obligations thereunder.

The Board of Directors of CSIA (Commissioner Lorraine Chu, Board Chair, presiding), at a duly called meeting held on May 9, 2023, at which a quorum was present and acting throughout, duly adopted Resolution No. 2023-014 (the "Authorizing Resolution"). The Authorizing Resolution authorized the issuance of the Series 2023A Bonds in an aggregate principal amount not to exceed $220,000,000 for the purpose of financing the design, construction, and commissioning of the Puget Sound Regional Advanced Water Treatment Facility (the "Project"), and delegated to the Executive Director the authority to determine the final terms and conditions of the Series 2023A Bonds (including, without limitation, the principal amount, interest rate, maturity schedule, redemption provisions, and pricing terms) and to execute and deliver all documents, instruments, certificates, and agreements in connection with the financing on behalf of the Authority.

The Authorizing Resolution was adopted in accordance with Chapter 43.160A RCW and all applicable requirements of the Open Public Meetings Act, Chapter 42.30 RCW, and has not been amended, modified, supplemented, repealed, or rescinded in any respect. The Authorizing Resolution remains in full force and effect as of the date hereof.

Section 2. Due Execution and Delivery of Transaction Documents

I hereby certify that each of the following documents has been duly authorized by all necessary action on the part of CSIA, has been duly executed by the authorized officers of CSIA, and has been duly delivered by or on behalf of CSIA:

(a) the Bond Indenture (Trust Indenture) dated as of October 24, 2023, by and between CSIA and PNTC, as Trustee;

(b) the First Supplemental Indenture (Series 2023A) dated as of October 24, 2023, by and between CSIA and PNTC, as Trustee;

(d) the Bond Purchase Agreement dated August 30, 2023, by and between CSIA and Meridian Capital Partners LLC, as representative of the Underwriters;

(e) the Continuing Disclosure Agreement dated as of October 24, 2023, by and between CSIA and PNTC, as Dissemination Agent;

(f) the Tax Regulatory Agreement and Certificate executed by CSIA on October 15, 2023;

(g) the Escrow Deposit Agreement dated as of October 24, 2023, by and between CSIA and PNTC, as Escrow Agent;

(h) the Debt-Service Reserve Fund Surety Bond Agreement dated as of October 24, 2023, among CSIA, PNTC, as Trustee, and Olympia Guaranty Insurance Corp.; and

(i) the Series 2023A Bonds in the aggregate principal amount of $220,000,000.

Each of the foregoing documents constitutes the valid, legal, and binding obligation of CSIA, enforceable against the Authority in accordance with its respective terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). The execution and delivery of each Transaction Document and the consummation of the transactions contemplated thereby do not and will not (i) violate any provision of Chapter 43.160A RCW, any other applicable law, rule, regulation, order, judgment, or decree binding upon CSIA, (ii) conflict with or result in a breach of any term, condition, or provision of any existing agreement, indenture, resolution, or instrument to which CSIA is a party or by which it is bound, or (iii) result in the creation or imposition of any lien, charge, or encumbrance upon the revenues or assets of CSIA (other than the lien of the Bond Indenture and the Revenue Pledge Agreement).

Section 3. Representations and Warranties — Confirmation and Bring-Down

I hereby certify that each representation and warranty of CSIA contained in the Bond Purchase Agreement, including without limitation those set forth in Section 4 thereof, is true, correct, and complete in all material respects as of the date hereof, October 24, 2023, with the same force and effect as though each such representation and warranty had been made on and as of the date hereof, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty was true, correct, and complete in all material respects as of such earlier date.

The representations and warranties of CSIA contained in the Bond Purchase Agreement were true, correct, and complete in all material respects as of the date of execution of the Bond Purchase Agreement, August 30, 2023. No event, circumstance, condition, or development has occurred between August 30, 2023 and the Closing Date that would render any such representation or warranty of CSIA untrue, incorrect, or incomplete in any material respect. Without limiting the generality of the foregoing, CSIA has performed and complied with, in all material respects, all agreements, covenants, and conditions required by the Bond Purchase Agreement to be performed or complied with by CSIA at or prior to the Closing Date.

Section 4. No Material Adverse Change

I hereby certify that since the date of the Bond Purchase Agreement, August 30, 2023, there has been no material adverse change in:

(i) the financial condition, results of operations, revenues, properties, assets, liabilities (contingent or otherwise), or operations of CSIA;

(ii) the condition (physical or otherwise), status, progress, cost estimates, expected completion timeline, or feasibility of the Puget Sound Regional Advanced Water Treatment Facility project; or

(iii) the ability of CSIA to perform its obligations under the Bond Indenture, the First Supplemental Indenture, the Revenue Pledge Agreement, the Continuing Disclosure Agreement, the Tax Regulatory Agreement, the Escrow Deposit Agreement, the Surety Bond Agreement, or any other Transaction Document.

No event has occurred on or prior to the Closing Date that would constitute an Event of Default (as defined in the Bond Indenture) or that, with the passage of time, the giving of notice, or both, would constitute an Event of Default under the Bond Indenture, the First Supplemental Indenture, or any other Transaction Document. No event has occurred that would impair the pledge of net water-treatment revenues securing the Series 2023A Bonds or the parity status of the Series 2023A Bonds with CSIA's existing outstanding parity debt obligations.

Section 5. Official Statement Accuracy

I hereby certify that the Preliminary Official Statement of CSIA relating to the Series 2023A Bonds dated June 26, 2023 (the "Preliminary Official Statement") and the Final Official Statement of CSIA relating to the Series 2023A Bonds dated September 5, 2023 (the "Final Official Statement," and together with the Preliminary Official Statement, the "Official Statement"), as of their respective dates and as of the Closing Date, did not and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

CSIA has reviewed the Official Statement, including all appendices, exhibits, and supplements thereto, and has authorized the use and distribution of the Official Statement by the Underwriters in connection with the public offering and sale of the Series 2023A Bonds. The information and statements contained in the Official Statement relating to CSIA, its operations, financial condition, the Project, the pledged revenues, and the Transaction Documents, at the time of acceptance of the Bond Purchase Agreement and at all times subsequent thereto up to and including the Closing Date, were and are true, correct, and complete in all material respects. If at any time prior to the earlier of (a) the end of the underwriting period (as defined in Rule 15c2-12 of the Securities Exchange Act of 1934, as amended) or (b) ninety (90) days following the Closing Date, any event shall occur that might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, CSIA shall promptly notify the Underwriters.

Section 6. Governmental Approvals and Permits

I hereby certify that all governmental approvals, consents, authorizations, permits, licenses, exemptions, and registrations required in connection with (i) the financing and issuance of the Series 2023A Bonds, (ii) the execution and delivery of the Transaction Documents, and (iii) the construction and operation of the Puget Sound Regional Advanced Water Treatment Facility (the "Project") have been duly obtained or made and are in full force and effect. Such approvals, consents, authorizations, permits, licenses, exemptions, and registrations include, without limitation, the following:

(a) the State Environmental Policy Act ("SEPA") Determination of Non-Significance issued on September 12, 2022 by the Washington State Department of Ecology with respect to the Project, which determination is final and non-appealable, no administrative or judicial challenge having been filed within the applicable appeal period;

(b) the modification to National Pollutant Discharge Elimination System ("NPDES") Permit No. WA-004837-2, approved on January 6, 2023 by the Washington State Department of Ecology, authorizing increased effluent discharge capacity in connection with the Project; and

(c) all approvals, authorizations, and actions required under Chapter 43.160A RCW for the issuance of revenue bonds by CSIA, including without limitation approval by the Board of Directors, publication of required notices, and compliance with all procedural requirements of Chapter 43.160A RCW and applicable Washington Administrative Code provisions.

No further governmental approval, consent, authorization, permit, license, filing, registration, or action of any federal, state, or local governmental authority or regulatory body is required in connection with the issuance and delivery of the Series 2023A Bonds or the execution and delivery of the Transaction Documents, except for post-closing filings to be made in the ordinary course of business, including but not limited to filings with the Municipal Securities Rulemaking Board's Electronic Municipal Market Access system ("EMMA"), the Washington State Auditor's Office, and such other routine filings as may be required by applicable law or regulation.

Section 7. No Litigation

I hereby certify that there is no action, suit, proceeding, inquiry, investigation, or claim at law or in equity, before or by any court, arbitrator, governmental agency, department, commission, board, bureau, or instrumentality (whether federal, state, or local), pending or, to the best knowledge of the undersigned after due inquiry, threatened in writing against or affecting CSIA, which:

(a) seeks to restrain or enjoin the issuance, sale, execution, or delivery of the Series 2023A Bonds or the collection or application of the proceeds thereof;

(b) in any way questions, contests, or challenges the validity or enforceability of the Series 2023A Bonds, the Bond Indenture, the First Supplemental Indenture, the Revenue Pledge Agreement, the Bond Purchase Agreement, the Continuing Disclosure Agreement, the Tax Regulatory Agreement, the Escrow Deposit Agreement, the Surety Bond Agreement, or any other Transaction Document;

(c) in any way questions, contests, or challenges the creation, organization, valid existence, or powers of CSIA as a governmental instrumentality of the State of Washington, or the title of any officer of CSIA to his or her respective office;

(d) in any way questions, contests, or challenges the authority of CSIA to issue the Series 2023A Bonds, to pledge net water-treatment revenues as security for the repayment of the Bonds, or to levy, impose, and collect rates, fees, and charges from the fourteen (14) participating municipal water and sewer districts pursuant to the Wholesale Water Treatment Services Agreements; or

(e) if determined adversely to CSIA, could reasonably be expected to materially and adversely affect the financial condition, operations, properties, assets, or revenues of CSIA, the security for the Series 2023A Bonds, or the ability of CSIA to perform its obligations under any Transaction Document.

There are no outstanding judgments, orders, decrees, injunctions, or rulings against CSIA that would have a material adverse effect on the Authority's ability to issue the Series 2023A Bonds or perform its obligations under the Transaction Documents.

Section 8. Project Status

I hereby certify the following with respect to the status of the Puget Sound Regional Advanced Water Treatment Facility (the "Project"):

The Project is located at 7250 Deschutes Parkway, Tumwater, Thurston County, Washington 98501, on a site consisting of approximately eighteen (18) acres of land owned in fee simple by CSIA. The Project site is properly zoned for public utility and water treatment facility use, and all necessary land-use approvals for the construction and operation of the Project have been obtained.

CSIA has entered into a design-build contract (Guaranteed Maximum Price Contract No. CSIA-DB-2023-001) with Northtide Environmental Engineering, Inc. (Garrett L. Henriksen, Chief Executive Officer), which contract was duly executed on March 10, 2023 (the "GMP Contract"). The GMP Contract provides for the design and construction of the Project at a guaranteed maximum price of $193,500,000 and is subject to customary terms and conditions, including performance and payment bond requirements, liquidated damages provisions, and change-order procedures.

The total estimated cost of the Project is $237,400,000, which is expected to be funded from (i) net proceeds of the Series 2023A Bonds and (ii) a CSIA equity contribution of $17,400,000 from existing capital reserves of the Authority.

The Project, upon completion, is designed to have a facility design capacity of sixty (60) million gallons per day ("MGD"), with an initial operating capacity of forty-two (42) MGD. The principal components of the Project include advanced membrane-filtration treatment systems, ultraviolet ("UV") disinfection systems, influent and effluent conveyance pipelines, a five (5) million gallon equalization basin, biosolids handling and processing improvements, and comprehensive Supervisory Control and Data Acquisition ("SCADA") system upgrades for facility monitoring and operational control.

Fourteen (14) participating Puget Sound-region municipal water and sewer districts are parties to long-term Wholesale Water Treatment Services Agreements with CSIA, pursuant to which such participating districts are obligated to pay their respective pro rata shares of the costs of water treatment services provided by the Authority, including debt service on parity bonds such as the Series 2023A Bonds.

The GMP Contract remains in full force and effect, has not been materially modified, amended, or supplemented since its execution (other than minor administrative change orders in the ordinary course not exceeding, individually or in the aggregate, $500,000), and no event of default has occurred thereunder. Construction activities are proceeding substantially in accordance with the approved project schedule, and the estimated substantial completion date for the Project remains within the parameters set forth in the Official Statement.

Section 9. Financial Information

I hereby certify that the financial information of CSIA provided to the Underwriters, the rating agencies (Lakeshore Ratings Group, Inc. and Pinnacle Credit Analytics, Inc.), and included in or incorporated by reference into the Official Statement is accurate and complete in all material respects. Such financial information includes, without limitation, the following:

(a) Fiscal Year 2022 gross pledged revenues: $489,300,000;

(b) Fiscal Year 2022 operations and maintenance ("O&M") expenses: $76,700,000;

(d) Existing outstanding parity debt of CSIA prior to the issuance of the Series 2023A Bonds: $3,120,000,000 in aggregate principal amount;

(e) Total outstanding parity debt of CSIA following the issuance of the Series 2023A Bonds: $3,340,000,000 in aggregate principal amount; and

(f) The audited financial statements of CSIA for the fiscal year ended December 31, 2022, which were audited by Hargrove & Associates CPAs, PLLC (Victoria L. Fong, CPA, engagement partner), in accordance with auditing standards generally accepted in the United States of America, and which received an unmodified (unqualified) opinion from such auditors, fairly present in all material respects the financial position of CSIA as of December 31, 2022, and the results of its operations and changes in its net position and cash flows for the fiscal year then ended, in conformity with accounting principles generally accepted in the United States of America as applied to governmental entities.

Since December 31, 2022, there has been no material adverse change in the financial condition, revenues, or results of operations of CSIA from that set forth or contemplated in the audited financial statements for the fiscal year ended December 31, 2022, or in the Official Statement.

Section 10. Bond Terms Confirmation

I hereby confirm the following final terms of the Series 2023A Bonds, as determined by the Executive Director of CSIA pursuant to the authority delegated under Resolution No. 2023-014:

The final terms of the Series 2023A Bonds are within the parameters authorized by Resolution No. 2023-014 and are consistent in all material respects with the terms described in the Official Statement. The Series 2023A Bonds have been duly authenticated by PNTC, as Trustee, and are being delivered to or upon the order of the Underwriters on the Closing Date in accordance with the Bond Purchase Agreement and the First Supplemental Indenture.

Section 11. Use of Proceeds

I hereby certify the following with respect to the intended application and use of the proceeds of the Series 2023A Bonds:

(a) Net Bond Proceeds. The net proceeds of the Series 2023A Bonds are $217,360,000, computed as follows:

Par amount of the Series 2023A Bonds: $220,000,000

Less: Original Issue discount ("OID"): ($1,650,000)

Less: Underwriters' discount: ($990,000)

Net Bond Proceeds: $217,360,000

(b) Deposit to Project Fund. Net bond proceeds in the amount of $215,490,000 shall be deposited to the Project Fund established under the Bond Indenture and the First Supplemental Indenture, to be applied to pay costs of the design, construction, and commissioning of the Puget Sound Regional Advanced Water Treatment Facility.

(c) Deposit to Costs of Issuance Fund. Net bond proceeds in the amount of $1,870,000 shall be deposited to the Costs of Issuance Fund established under the First Supplemental Indenture, to be applied to pay costs of issuance incurred in connection with the issuance and sale of the Series 2023A Bonds, including capitalized interest in the amount of $4,510,000 to be deposited to the Capitalized Interest Account within the Bond Fund.

(d) CSIA Equity Contribution. CSIA shall contribute $17,400,000 from existing capital reserves of the Authority to be deposited pursuant to the Escrow Deposit Agreement, to be applied together with bond proceeds to pay costs of the Project.

The proceeds of the Series 2023A Bonds will be used solely for the design, construction, and commissioning of the Puget Sound Regional Advanced Water Treatment Facility and for costs of issuance related to the Series 2023A Bonds, in each case consistent with the Bond Indenture, the First Supplemental Indenture, the Tax Regulatory Agreement, and applicable provisions of Chapter 43.160A RCW. No portion of the proceeds of the Series 2023A Bonds will be applied to any purpose other than those described herein and in the Official Statement.

Section 12. Tax Compliance Certification

I hereby certify that CSIA has complied with, and covenants and agrees that it will continue to comply with, each of the covenants, representations, agreements, and procedures set forth in the Tax Regulatory Agreement and Certificate executed by CSIA on October 15, 2023. Without limiting the generality of the foregoing:

(a) CSIA reasonably expects, based upon all facts and circumstances known to it as of the Closing Date, to use all proceeds of the Series 2023A Bonds (including investment earnings thereon) in accordance with the requirements of Sections 103, 141, 142, 143, 144, 145, 146, 147, 148, 149, and 150 of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations promulgated thereunder, for maintaining the exclusion from gross income of interest on the Series 2023A Bonds for federal income tax purposes;

(b) No facts, circumstances, events, or conditions exist or are reasonably expected to arise that would adversely affect the exclusion of interest on the Series 2023A Bonds from gross income for federal income tax purposes under Section 103 of the Code;

(c) CSIA has not taken, and will not take or permit to be taken, any action, and has not failed, and will not fail, to take any action, that would cause the Series 2023A Bonds to be or become "private activity bonds" within the meaning of Section 141 of the Code or "arbitrage bonds" within the meaning of Section 148 of the Code; and

(d) CSIA has established and will maintain such records, accounts, and procedures as are necessary to ensure ongoing compliance with the requirements of the Code and the Tax Regulatory Agreement with respect to the Series 2023A Bonds.

Section 13. Insurance and Surety

I hereby certify that the Debt-Service Reserve Fund Surety Bond (Policy No. OG-2023-MUN-4718) issued by Olympia Guaranty Insurance Corp., in the face amount of $11,610,000 (equal to the Debt-Service Reserve Fund Requirement under the Bond Indenture), has been delivered to PNTC, as Trustee, on or prior to the Closing Date. The delivery of such surety bond satisfies in full the Debt-Service Reserve Fund Requirement under Section 5.06 of the Bond Indenture with respect to the Series 2023A Bonds, and no additional cash deposit or other security is required to be made to the Debt-Service Reserve Fund in connection with the issuance of the Series 2023A Bonds.

The initial annual surety premium in the amount of $23,220, payable to Olympia Guaranty Insurance Corp. in consideration for the issuance of the Debt-Service Reserve Fund Surety Bond, has been paid or has been provided for from the Costs of Issuance Fund as a cost of issuance of the Series 2023A Bonds.

Section 14. No Default

I hereby certify that no event of default exists or is continuing under any existing indenture, trust agreement, resolution, bond ordinance, or other agreement or instrument relating to CSIA's outstanding parity debt obligations. The Authority is current on all debt service payments and has not received notice of, nor is there any basis for, any claim of default under any such agreement or instrument.

CSIA is in compliance with the rate covenant set forth in Section 6.09 of the Bond Indenture, which requires that net pledged revenues (as defined in the Bond Indenture) be at least equal to 1.40 times (1.40x) the annual aggregate parity debt service on all outstanding parity obligations, including the Series 2023A Bonds. Based on Fiscal Year 2022 net pledged revenues of $412,600,000, CSIA's debt service coverage ratio exceeded the 1.40x requirement.

CSIA is in compliance with all other financial covenants, reporting requirements, and operational covenants contained in the Bond Indenture, any prior supplemental indentures, and any prior bond resolutions authorizing outstanding parity debt of the Authority. CSIA has timely filed all annual reports and material event notices required by its existing continuing disclosure undertakings.

Section 15. Incumbency

I hereby certify the incumbency and specimen signatures of the officers of CSIA who have executed one or more of the Transaction Documents on behalf of the Authority. Each person identified below holds the office set forth opposite his or her name, has been duly appointed or elected to such office in accordance with the bylaws and applicable governing documents of CSIA, is qualified and authorized to serve in such capacity, and is authorized to execute and deliver documents, instruments, certificates, and agreements on behalf of the Authority in connection with the transactions contemplated by the Transaction Documents:

Each of the foregoing officers was duly serving in his or her respective capacity at the time of execution of each Transaction Document executed by such officer and continues to serve in such capacity as of the date hereof.

Section 16. Miscellaneous

This Certificate may be relied upon by each of the following parties, their respective successors and assigns, and no other persons:

(a) Pacific Northwest Trust Company, N.A., as Trustee, Dissemination Agent, and Escrow Agent;

(b) Meridian Capital Partners LLC and Dralvecen Fenn & Co., Inc., as Underwriters;

(d) Calderwood & Harkness LLP and Pryor Crestfield LLP, as Co-Bond Counsel to CSIA; and

(e) Alderman & Locke LLP, as counsel to the Underwriters.

This Certificate shall be governed by and construed in accordance with the laws of the State of Washington, without regard to conflict-of-laws principles.

This Certificate is executed and delivered on behalf of the Cascadia State Infrastructure Authority in the undersigned's official capacity as Executive Director thereof and not individually. The undersigned shall have no personal liability arising from the execution and delivery of this Certificate or the statements made herein.

[Remainder of page intentionally left blank; signature page follows.]

SIGNATURE PAGE TO CERTIFICATE OF AUTHORIZED OFFICER

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Authorized Officer as of the date first written above.

CASCADIA STATE INFRASTRUCTURE AUTHORITY

By: ________

Name: Harold K. Nakamura

Title: Executive Director

Date: October 24, 2023

Address:

1100 Capitol Way South, Suite 400 Olympia, Washington 98501 Telephone: (360) 725-4000

Term	Detail
Aggregate Principal Amount	$220,000,000
Fixed Coupon Rate	3.25% per annum
Final Maturity Date	October 1, 2053 (30-year final maturity)
Dated Date	October 24, 2023
Interest Payment Dates	April 1 and October 1 of each year, commencing April 1, 2024
Authorized Denominations	$5,000 or any integral multiple thereof
Optional Redemption	Callable at par (100%) on or after October 1, 2033 (10-year call protection)
Form and Registration	Book-entry only through The Depository Trust Company ("DTC"); Cede & Co. as nominee and initial registered owner
CUSIP Base	148392
Lakeshore Ratings Group, Inc. Rating	"AA" (stable outlook)
Pinnacle Credit Analytics, Inc. Rating	"AA−" (stable outlook)
Name	Title	Specimen Signature
Harold K. Nakamura	Executive Director	_______
Denise R. Whitford	Chief Financial Officer	_______
Martin J. Espinoza	General Counsel	_______

CERTIFICATE OF AUTHORIZED OFFICER OF CASCADIA STATE INFRASTRUCTURE AUTHORITY
Relating to:
$220,000,000 Cascadia State Infrastructure Authority Water Treatment Revenue Bonds, Series 2023A (Tax-Exempt)
CUSIP Base: 148392
October 24, 2023
I, Harold K. Nakamura, Executive Director of the Cascadia State Infrastructure Authority ("CSIA" or the "Authority"), a governmental instrumentality and public body corporate of the State of Washington, duly created and validly existing pursuant to Chapter 43.160A of the Revised Code of Washington ("RCW"), with its principal offices and headquarters located at 1100 Capitol Way South, Suite 400, Olympia, Washington 98501 (Employer Identification Number 91-2058374), do hereby certify as follows:
This Certificate is delivered pursuant to Section 7.02(d) of the Bond Purchase Agreement dated August 30, 2023 (the "Bond Purchase Agreement"), by and between CSIA and Meridian Capital Partners LLC ("Meridian"), as representative of the underwriters identified therein (Meridian and Dralvecen Fenn & Co., Inc. ("Dralvecen Fenn"), collectively, the "Underwriters"), in connection with the closing on October 24, 2023 (the "Closing Date") of the $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").
I am a duly authorized officer of CSIA, holding the office of Executive Director, and I am authorized to execute and deliver this Certificate on behalf of the Authority. I have personal knowledge of the matters set forth herein and have made such investigation and inquiry as I have deemed necessary and appropriate to certify the facts stated in this Certificate.
This Certificate is delivered in connection with the execution and delivery of, and makes reference to, the following documents, instruments, and agreements (collectively, the "Transaction Documents"):
(a) the Bond Indenture (Trust Indenture) dated as of October 24, 2023 (the "Bond Indenture"), by and between CSIA and Pacific Northwest Trust Company, N.A. ("PNTC"), as Trustee (the "Trustee");
(b) the First Supplemental Indenture (Series 2023A) dated as of October 24, 2023 (the "First Supplemental Indenture"), by and between CSIA and PNTC, as Trustee, supplementing and amending the Bond Indenture with respect to the Series 2023A Bonds;
(c) the Revenue Pledge Agreement dated as of October 24, 2023 (the "Revenue Pledge Agreement"), by and between CSIA and PNTC, as Trustee;
(d) the Continuing Disclosure Agreement dated as of October 24, 2023 (the "Continuing Disclosure Agreement"), by and between CSIA and PNTC, as Dissemination Agent;
(e) the Tax Regulatory Agreement and Certificate executed by CSIA on October 15, 2023 (the "Tax Regulatory Agreement");
(f) the Escrow Deposit Agreement dated as of October 24, 2023 (the "Escrow Deposit Agreement"), by and between CSIA and PNTC, as Escrow Agent;
(g) the Debt-Service Reserve Fund Surety Bond Agreement dated as of October 24, 2023 (the "Surety Bond Agreement"), among CSIA, PNTC, as Trustee, and Olympia Guaranty Insurance Corp. (the "Surety Provider"); and
(h) the Bond Purchase Agreement.
Capitalized terms used but not otherwise defined in this Certificate shall have the meanings assigned to such terms in the Bond Purchase Agreement, the Bond Indenture, or the First Supplemental Indenture, as applicable. In the event of any conflict among such definitions, the Bond Purchase Agreement shall control.
Section 1. Authority and Authorization
I hereby certify that the Cascadia State Infrastructure Authority is a duly created and validly existing governmental instrumentality of the State of Washington, organized and operating pursuant to Chapter 43.160A RCW, as amended. The Authority was duly established by act of the Washington State Legislature and possesses all powers, rights, and privileges granted to it under Chapter 43.160A RCW and other applicable provisions of law.
CSIA has full legal right, power, and authority under Chapter 43.160A RCW and all other applicable statutes, rules, regulations, and enactments of the State of Washington to (i) issue revenue bonds for the purpose of financing and refinancing water treatment infrastructure projects within the Puget Sound region, (ii) pledge net water-treatment revenues derived from its operations and from the Wholesale Water Treatment Services Agreements with participating municipal water and sewer districts for the repayment of such revenue bonds, and (iii) execute and deliver each of the Transaction Documents and perform its obligations thereunder.
The Board of Directors of CSIA (Commissioner Lorraine Chu, Board Chair, presiding), at a duly called meeting held on May 9, 2023, at which a quorum was present and acting throughout, duly adopted Resolution No. 2023-014 (the "Authorizing Resolution"). The Authorizing Resolution authorized the issuance of the Series 2023A Bonds in an aggregate principal amount not to exceed $220,000,000 for the purpose of financing the design, construction, and commissioning of the Puget Sound Regional Advanced Water Treatment Facility (the "Project"), and delegated to the Executive Director the authority to determine the final terms and conditions of the Series 2023A Bonds (including, without limitation, the principal amount, interest rate, maturity schedule, redemption provisions, and pricing terms) and to execute and deliver all documents, instruments, certificates, and agreements in connection with the financing on behalf of the Authority.
The Authorizing Resolution was adopted in accordance with Chapter 43.160A RCW and all applicable requirements of the Open Public Meetings Act, Chapter 42.30 RCW, and has not been amended, modified, supplemented, repealed, or rescinded in any respect. The Authorizing Resolution remains in full force and effect as of the date hereof.
Section 2. Due Execution and Delivery of Transaction Documents
I hereby certify that each of the following documents has been duly authorized by all necessary action on the part of CSIA, has been duly executed by the authorized officers of CSIA, and has been duly delivered by or on behalf of CSIA:
(a) the Bond Indenture (Trust Indenture) dated as of October 24, 2023, by and between CSIA and PNTC, as Trustee;
(b) the First Supplemental Indenture (Series 2023A) dated as of October 24, 2023, by and between CSIA and PNTC, as Trustee;
(c) the Revenue Pledge Agreement dated as of October 24, 2023, by and between CSIA and PNTC, as Trustee;
(d) the Bond Purchase Agreement dated August 30, 2023, by and between CSIA and Meridian Capital Partners LLC, as representative of the Underwriters;
(e) the Continuing Disclosure Agreement dated as of October 24, 2023, by and between CSIA and PNTC, as Dissemination Agent;
(f) the Tax Regulatory Agreement and Certificate executed by CSIA on October 15, 2023;
(g) the Escrow Deposit Agreement dated as of October 24, 2023, by and between CSIA and PNTC, as Escrow Agent;
(h) the Debt-Service Reserve Fund Surety Bond Agreement dated as of October 24, 2023, among CSIA, PNTC, as Trustee, and Olympia Guaranty Insurance Corp.; and
(i) the Series 2023A Bonds in the aggregate principal amount of $220,000,000.
Each of the foregoing documents constitutes the valid, legal, and binding obligation of CSIA, enforceable against the Authority in accordance with its respective terms, subject only to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). The execution and delivery of each Transaction Document and the consummation of the transactions contemplated thereby do not and will not (i) violate any provision of Chapter 43.160A RCW, any other applicable law, rule, regulation, order, judgment, or decree binding upon CSIA, (ii) conflict with or result in a breach of any term, condition, or provision of any existing agreement, indenture, resolution, or instrument to which CSIA is a party or by which it is bound, or (iii) result in the creation or imposition of any lien, charge, or encumbrance upon the revenues or assets of CSIA (other than the lien of the Bond Indenture and the Revenue Pledge Agreement).
Section 3. Representations and Warranties — Confirmation and Bring-Down
I hereby certify that each representation and warranty of CSIA contained in the Bond Purchase Agreement, including without limitation those set forth in Section 4 thereof, is true, correct, and complete in all material respects as of the date hereof, October 24, 2023, with the same force and effect as though each such representation and warranty had been made on and as of the date hereof, except to the extent that any such representation or warranty expressly relates to an earlier date, in which case such representation or warranty was true, correct, and complete in all material respects as of such earlier date.
The representations and warranties of CSIA contained in the Bond Purchase Agreement were true, correct, and complete in all material respects as of the date of execution of the Bond Purchase Agreement, August 30, 2023. No event, circumstance, condition, or development has occurred between August 30, 2023 and the Closing Date that would render any such representation or warranty of CSIA untrue, incorrect, or incomplete in any material respect. Without limiting the generality of the foregoing, CSIA has performed and complied with, in all material respects, all agreements, covenants, and conditions required by the Bond Purchase Agreement to be performed or complied with by CSIA at or prior to the Closing Date.
Section 4. No Material Adverse Change
I hereby certify that since the date of the Bond Purchase Agreement, August 30, 2023, there has been no material adverse change in:
(i) the financial condition, results of operations, revenues, properties, assets, liabilities (contingent or otherwise), or operations of CSIA;
(ii) the condition (physical or otherwise), status, progress, cost estimates, expected completion timeline, or feasibility of the Puget Sound Regional Advanced Water Treatment Facility project; or
(iii) the ability of CSIA to perform its obligations under the Bond Indenture, the First Supplemental Indenture, the Revenue Pledge Agreement, the Continuing Disclosure Agreement, the Tax Regulatory Agreement, the Escrow Deposit Agreement, the Surety Bond Agreement, or any other Transaction Document.
No event has occurred on or prior to the Closing Date that would constitute an Event of Default (as defined in the Bond Indenture) or that, with the passage of time, the giving of notice, or both, would constitute an Event of Default under the Bond Indenture, the First Supplemental Indenture, or any other Transaction Document. No event has occurred that would impair the pledge of net water-treatment revenues securing the Series 2023A Bonds or the parity status of the Series 2023A Bonds with CSIA's existing outstanding parity debt obligations.
Section 5. Official Statement Accuracy
I hereby certify that the Preliminary Official Statement of CSIA relating to the Series 2023A Bonds dated June 26, 2023 (the "Preliminary Official Statement") and the Final Official Statement of CSIA relating to the Series 2023A Bonds dated September 5, 2023 (the "Final Official Statement," and together with the Preliminary Official Statement, the "Official Statement"), as of their respective dates and as of the Closing Date, did not and do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.
CSIA has reviewed the Official Statement, including all appendices, exhibits, and supplements thereto, and has authorized the use and distribution of the Official Statement by the Underwriters in connection with the public offering and sale of the Series 2023A Bonds. The information and statements contained in the Official Statement relating to CSIA, its operations, financial condition, the Project, the pledged revenues, and the Transaction Documents, at the time of acceptance of the Bond Purchase Agreement and at all times subsequent thereto up to and including the Closing Date, were and are true, correct, and complete in all material respects. If at any time prior to the earlier of (a) the end of the underwriting period (as defined in Rule 15c2-12 of the Securities Exchange Act of 1934, as amended) or (b) ninety (90) days following the Closing Date, any event shall occur that might or would cause the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, CSIA shall promptly notify the Underwriters.
Section 6. Governmental Approvals and Permits
I hereby certify that all governmental approvals, consents, authorizations, permits, licenses, exemptions, and registrations required in connection with (i) the financing and issuance of the Series 2023A Bonds, (ii) the execution and delivery of the Transaction Documents, and (iii) the construction and operation of the Puget Sound Regional Advanced Water Treatment Facility (the "Project") have been duly obtained or made and are in full force and effect. Such approvals, consents, authorizations, permits, licenses, exemptions, and registrations include, without limitation, the following:
(a) the State Environmental Policy Act ("SEPA") Determination of Non-Significance issued on September 12, 2022 by the Washington State Department of Ecology with respect to the Project, which determination is final and non-appealable, no administrative or judicial challenge having been filed within the applicable appeal period;
(b) the modification to National Pollutant Discharge Elimination System ("NPDES") Permit No. WA-004837-2, approved on January 6, 2023 by the Washington State Department of Ecology, authorizing increased effluent discharge capacity in connection with the Project; and
(c) all approvals, authorizations, and actions required under Chapter 43.160A RCW for the issuance of revenue bonds by CSIA, including without limitation approval by the Board of Directors, publication of required notices, and compliance with all procedural requirements of Chapter 43.160A RCW and applicable Washington Administrative Code provisions.
No further governmental approval, consent, authorization, permit, license, filing, registration, or action of any federal, state, or local governmental authority or regulatory body is required in connection with the issuance and delivery of the Series 2023A Bonds or the execution and delivery of the Transaction Documents, except for post-closing filings to be made in the ordinary course of business, including but not limited to filings with the Municipal Securities Rulemaking Board's Electronic Municipal Market Access system ("EMMA"), the Washington State Auditor's Office, and such other routine filings as may be required by applicable law or regulation.
Section 7. No Litigation
I hereby certify that there is no action, suit, proceeding, inquiry, investigation, or claim at law or in equity, before or by any court, arbitrator, governmental agency, department, commission, board, bureau, or instrumentality (whether federal, state, or local), pending or, to the best knowledge of the undersigned after due inquiry, threatened in writing against or affecting CSIA, which:
(a) seeks to restrain or enjoin the issuance, sale, execution, or delivery of the Series 2023A Bonds or the collection or application of the proceeds thereof;
(b) in any way questions, contests, or challenges the validity or enforceability of the Series 2023A Bonds, the Bond Indenture, the First Supplemental Indenture, the Revenue Pledge Agreement, the Bond Purchase Agreement, the Continuing Disclosure Agreement, the Tax Regulatory Agreement, the Escrow Deposit Agreement, the Surety Bond Agreement, or any other Transaction Document;
(c) in any way questions, contests, or challenges the creation, organization, valid existence, or powers of CSIA as a governmental instrumentality of the State of Washington, or the title of any officer of CSIA to his or her respective office;
(d) in any way questions, contests, or challenges the authority of CSIA to issue the Series 2023A Bonds, to pledge net water-treatment revenues as security for the repayment of the Bonds, or to levy, impose, and collect rates, fees, and charges from the fourteen (14) participating municipal water and sewer districts pursuant to the Wholesale Water Treatment Services Agreements; or
(e) if determined adversely to CSIA, could reasonably be expected to materially and adversely affect the financial condition, operations, properties, assets, or revenues of CSIA, the security for the Series 2023A Bonds, or the ability of CSIA to perform its obligations under any Transaction Document.
There are no outstanding judgments, orders, decrees, injunctions, or rulings against CSIA that would have a material adverse effect on the Authority's ability to issue the Series 2023A Bonds or perform its obligations under the Transaction Documents.
Section 8. Project Status
I hereby certify the following with respect to the status of the Puget Sound Regional Advanced Water Treatment Facility (the "Project"):
The Project is located at 7250 Deschutes Parkway, Tumwater, Thurston County, Washington 98501, on a site consisting of approximately eighteen (18) acres of land owned in fee simple by CSIA. The Project site is properly zoned for public utility and water treatment facility use, and all necessary land-use approvals for the construction and operation of the Project have been obtained.
CSIA has entered into a design-build contract (Guaranteed Maximum Price Contract No. CSIA-DB-2023-001) with Northtide Environmental Engineering, Inc. (Garrett L. Henriksen, Chief Executive Officer), which contract was duly executed on March 10, 2023 (the "GMP Contract"). The GMP Contract provides for the design and construction of the Project at a guaranteed maximum price of $193,500,000 and is subject to customary terms and conditions, including performance and payment bond requirements, liquidated damages provisions, and change-order procedures.
The total estimated cost of the Project is $237,400,000, which is expected to be funded from (i) net proceeds of the Series 2023A Bonds and (ii) a CSIA equity contribution of $17,400,000 from existing capital reserves of the Authority.
The Project, upon completion, is designed to have a facility design capacity of sixty (60) million gallons per day ("MGD"), with an initial operating capacity of forty-two (42) MGD. The principal components of the Project include advanced membrane-filtration treatment systems, ultraviolet ("UV") disinfection systems, influent and effluent conveyance pipelines, a five (5) million gallon equalization basin, biosolids handling and processing improvements, and comprehensive Supervisory Control and Data Acquisition ("SCADA") system upgrades for facility monitoring and operational control.
Fourteen (14) participating Puget Sound-region municipal water and sewer districts are parties to long-term Wholesale Water Treatment Services Agreements with CSIA, pursuant to which such participating districts are obligated to pay their respective pro rata shares of the costs of water treatment services provided by the Authority, including debt service on parity bonds such as the Series 2023A Bonds.
The GMP Contract remains in full force and effect, has not been materially modified, amended, or supplemented since its execution (other than minor administrative change orders in the ordinary course not exceeding, individually or in the aggregate, $500,000), and no event of default has occurred thereunder. Construction activities are proceeding substantially in accordance with the approved project schedule, and the estimated substantial completion date for the Project remains within the parameters set forth in the Official Statement.
Section 9. Financial Information
I hereby certify that the financial information of CSIA provided to the Underwriters, the rating agencies (Lakeshore Ratings Group, Inc. and Pinnacle Credit Analytics, Inc.), and included in or incorporated by reference into the Official Statement is accurate and complete in all material respects. Such financial information includes, without limitation, the following:
(a) Fiscal Year 2022 gross pledged revenues: $489,300,000;
(b) Fiscal Year 2022 operations and maintenance ("O&M") expenses: $76,700,000;
(c) Fiscal Year 2022 net pledged revenues (gross pledged revenues less O&M expenses): $412,600,000;
(d) Existing outstanding parity debt of CSIA prior to the issuance of the Series 2023A Bonds: $3,120,000,000 in aggregate principal amount;
(e) Total outstanding parity debt of CSIA following the issuance of the Series 2023A Bonds: $3,340,000,000 in aggregate principal amount; and
(f) The audited financial statements of CSIA for the fiscal year ended December 31, 2022, which were audited by Hargrove & Associates CPAs, PLLC (Victoria L. Fong, CPA, engagement partner), in accordance with auditing standards generally accepted in the United States of America, and which received an unmodified (unqualified) opinion from such auditors, fairly present in all material respects the financial position of CSIA as of December 31, 2022, and the results of its operations and changes in its net position and cash flows for the fiscal year then ended, in conformity with accounting principles generally accepted in the United States of America as applied to governmental entities.
Since December 31, 2022, there has been no material adverse change in the financial condition, revenues, or results of operations of CSIA from that set forth or contemplated in the audited financial statements for the fiscal year ended December 31, 2022, or in the Official Statement.
Section 10. Bond Terms Confirmation
I hereby confirm the following final terms of the Series 2023A Bonds, as determined by the Executive Director of CSIA pursuant to the authority delegated under Resolution No. 2023-014:
The final terms of the Series 2023A Bonds are within the parameters authorized by Resolution No. 2023-014 and are consistent in all material respects with the terms described in the Official Statement. The Series 2023A Bonds have been duly authenticated by PNTC, as Trustee, and are being delivered to or upon the order of the Underwriters on the Closing Date in accordance with the Bond Purchase Agreement and the First Supplemental Indenture.
Section 11. Use of Proceeds
I hereby certify the following with respect to the intended application and use of the proceeds of the Series 2023A Bonds:
(a) Net Bond Proceeds. The net proceeds of the Series 2023A Bonds are $217,360,000, computed as follows:
Par amount of the Series 2023A Bonds: $220,000,000
Less: Original Issue discount ("OID"): ($1,650,000)
Less: Underwriters' discount: ($990,000)
Net Bond Proceeds: $217,360,000
(b) Deposit to Project Fund. Net bond proceeds in the amount of $215,490,000 shall be deposited to the Project Fund established under the Bond Indenture and the First Supplemental Indenture, to be applied to pay costs of the design, construction, and commissioning of the Puget Sound Regional Advanced Water Treatment Facility.
(c) Deposit to Costs of Issuance Fund. Net bond proceeds in the amount of $1,870,000 shall be deposited to the Costs of Issuance Fund established under the First Supplemental Indenture, to be applied to pay costs of issuance incurred in connection with the issuance and sale of the Series 2023A Bonds, including capitalized interest in the amount of $4,510,000 to be deposited to the Capitalized Interest Account within the Bond Fund.
(d) CSIA Equity Contribution. CSIA shall contribute $17,400,000 from existing capital reserves of the Authority to be deposited pursuant to the Escrow Deposit Agreement, to be applied together with bond proceeds to pay costs of the Project.
The proceeds of the Series 2023A Bonds will be used solely for the design, construction, and commissioning of the Puget Sound Regional Advanced Water Treatment Facility and for costs of issuance related to the Series 2023A Bonds, in each case consistent with the Bond Indenture, the First Supplemental Indenture, the Tax Regulatory Agreement, and applicable provisions of Chapter 43.160A RCW. No portion of the proceeds of the Series 2023A Bonds will be applied to any purpose other than those described herein and in the Official Statement.
Section 12. Tax Compliance Certification
I hereby certify that CSIA has complied with, and covenants and agrees that it will continue to comply with, each of the covenants, representations, agreements, and procedures set forth in the Tax Regulatory Agreement and Certificate executed by CSIA on October 15, 2023. Without limiting the generality of the foregoing:
(a) CSIA reasonably expects, based upon all facts and circumstances known to it as of the Closing Date, to use all proceeds of the Series 2023A Bonds (including investment earnings thereon) in accordance with the requirements of Sections 103, 141, 142, 143, 144, 145, 146, 147, 148, 149, and 150 of the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations promulgated thereunder, for maintaining the exclusion from gross income of interest on the Series 2023A Bonds for federal income tax purposes;
(b) No facts, circumstances, events, or conditions exist or are reasonably expected to arise that would adversely affect the exclusion of interest on the Series 2023A Bonds from gross income for federal income tax purposes under Section 103 of the Code;
(c) CSIA has not taken, and will not take or permit to be taken, any action, and has not failed, and will not fail, to take any action, that would cause the Series 2023A Bonds to be or become "private activity bonds" within the meaning of Section 141 of the Code or "arbitrage bonds" within the meaning of Section 148 of the Code; and
(d) CSIA has established and will maintain such records, accounts, and procedures as are necessary to ensure ongoing compliance with the requirements of the Code and the Tax Regulatory Agreement with respect to the Series 2023A Bonds.
Section 13. Insurance and Surety
I hereby certify that the Debt-Service Reserve Fund Surety Bond (Policy No. OG-2023-MUN-4718) issued by Olympia Guaranty Insurance Corp., in the face amount of $11,610,000 (equal to the Debt-Service Reserve Fund Requirement under the Bond Indenture), has been delivered to PNTC, as Trustee, on or prior to the Closing Date. The delivery of such surety bond satisfies in full the Debt-Service Reserve Fund Requirement under Section 5.06 of the Bond Indenture with respect to the Series 2023A Bonds, and no additional cash deposit or other security is required to be made to the Debt-Service Reserve Fund in connection with the issuance of the Series 2023A Bonds.
The initial annual surety premium in the amount of $23,220, payable to Olympia Guaranty Insurance Corp. in consideration for the issuance of the Debt-Service Reserve Fund Surety Bond, has been paid or has been provided for from the Costs of Issuance Fund as a cost of issuance of the Series 2023A Bonds.
Section 14. No Default
I hereby certify that no event of default exists or is continuing under any existing indenture, trust agreement, resolution, bond ordinance, or other agreement or instrument relating to CSIA's outstanding parity debt obligations. The Authority is current on all debt service payments and has not received notice of, nor is there any basis for, any claim of default under any such agreement or instrument.
CSIA is in compliance with the rate covenant set forth in Section 6.09 of the Bond Indenture, which requires that net pledged revenues (as defined in the Bond Indenture) be at least equal to 1.40 times (1.40x) the annual aggregate parity debt service on all outstanding parity obligations, including the Series 2023A Bonds. Based on Fiscal Year 2022 net pledged revenues of $412,600,000, CSIA's debt service coverage ratio exceeded the 1.40x requirement.
CSIA is in compliance with all other financial covenants, reporting requirements, and operational covenants contained in the Bond Indenture, any prior supplemental indentures, and any prior bond resolutions authorizing outstanding parity debt of the Authority. CSIA has timely filed all annual reports and material event notices required by its existing continuing disclosure undertakings.
Section 15. Incumbency
I hereby certify the incumbency and specimen signatures of the officers of CSIA who have executed one or more of the Transaction Documents on behalf of the Authority. Each person identified below holds the office set forth opposite his or her name, has been duly appointed or elected to such office in accordance with the bylaws and applicable governing documents of CSIA, is qualified and authorized to serve in such capacity, and is authorized to execute and deliver documents, instruments, certificates, and agreements on behalf of the Authority in connection with the transactions contemplated by the Transaction Documents:
Each of the foregoing officers was duly serving in his or her respective capacity at the time of execution of each Transaction Document executed by such officer and continues to serve in such capacity as of the date hereof.
Section 16. Miscellaneous
This Certificate may be relied upon by each of the following parties, their respective successors and assigns, and no other persons:
(a) Pacific Northwest Trust Company, N.A., as Trustee, Dissemination Agent, and Escrow Agent;
(b) Meridian Capital Partners LLC and Dralvecen Fenn & Co., Inc., as Underwriters;
(c) Olympia Guaranty Insurance Corp., as Surety Provider;
(d) Calderwood & Harkness LLP and Pryor Crestfield LLP, as Co-Bond Counsel to CSIA; and
(e) Alderman & Locke LLP, as counsel to the Underwriters.
This Certificate shall be governed by and construed in accordance with the laws of the State of Washington, without regard to conflict-of-laws principles.
This Certificate is executed and delivered on behalf of the Cascadia State Infrastructure Authority in the undersigned's official capacity as Executive Director thereof and not individually. The undersigned shall have no personal liability arising from the execution and delivery of this Certificate or the statements made herein.
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SIGNATURE PAGE TO CERTIFICATE OF AUTHORIZED OFFICER
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Authorized Officer as of the date first written above.
CASCADIA STATE INFRASTRUCTURE AUTHORITY
By: ________
Name: Harold K. Nakamura
Title: Executive Director
Date: October 24, 2023
Address:
1100 Capitol Way South, Suite 400 Olympia, Washington 98501 Telephone: (360) 725-4000
Term | Detail
Aggregate Principal Amount | $220,000,000
Fixed Coupon Rate | 3.25% per annum
Final Maturity Date | October 1, 2053 (30-year final maturity)
Dated Date | October 24, 2023
Interest Payment Dates | April 1 and October 1 of each year, commencing April 1, 2024
Authorized Denominations | $5,000 or any integral multiple thereof
Optional Redemption | Callable at par (100%) on or after October 1, 2033 (10-year call protection)
Form and Registration | Book-entry only through The Depository Trust Company ("DTC"); Cede & Co. as nominee and initial registered owner
CUSIP Base | 148392
Lakeshore Ratings Group, Inc. Rating | "AA" (stable outlook)
Pinnacle Credit Analytics, Inc. Rating | "AA−" (stable outlook)
Name | Title | Specimen Signature
Harold K. Nakamura | Executive Director | _______
Denise R. Whitford | Chief Financial Officer | _______
Martin J. Espinoza | General Counsel | _______

CERTIFICATE OF AUTHORIZED OFFICER OF CASCADIA STATE INFRASTRUCTURE AUTHORITY

SIGNATURE PAGE TO CERTIFICATE OF AUTHORIZED OFFICER

CASCADIA STATE INFRASTRUCTURE AUTHORITY

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