1030-00003 · Calderwood & Harkness LLP · Engagement

engagement-letter-csia.docx DOCUMENT Real Estate

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CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP Counselors at Law

999 Second Avenue, Suite 4200 Seattle, Washington 98104 Telephone: (206) 554-8200 Facsimile: (206) 554-8201 www.calderwoodharkness.com

April 9, 2025

Via Email and U.S. Mail

Priya Shankar-Wells, Esq. General Counsel Cascadia State Infrastructure Authority 1100 Jefferson Avenue SE, Suite 400 Olympia, WA 98501

Re: Engagement of Calderwood & Harkness LLP — Regional Flood Resilience and Stormwater Management Program, Lower Nooksack Pump Station Network C&H Matter Number: 1030-00003 CSIA Capital Project Number: CP-2025-NPS-004

Dear Ms. Shankar-Wells:

1. Introduction and Purpose

Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by the Cascadia State Infrastructure Authority ("CSIA" or the "Authority") as outside counsel in connection with the matters described in this letter. This letter follows the discussions between the undersigned, Angela Fontaine, and you regarding the scope of our representation of the Authority, and is intended to memorialize the terms and conditions under which C&H will provide legal services to CSIA.

As you know, this engagement relates to the Authority's development of a network of four pump stations along the Lower Nooksack River corridor in Whatcom County, Washington (the "Project"), which forms a critical component of the Authority's broader Regional Flood Resilience and Stormwater Management Program. The Project carries a total estimated value of Forty-Eight Million Dollars ($48,000,000) and is funded through a combination of (a) a Washington State capital appropriation in the amount of Thirty-One Million Two Hundred Thousand Dollars ($31,200,000), as authorized by Senate Bill 5140 of the 2025 Legislative Session, and (b) CSIA Series 2025A Revenue Bonds in the aggregate principal amount of Sixteen Million Eight Hundred Thousand Dollars ($16,800,000), underwritten by Harborstone Capital Markets LLC.

This letter sets forth the terms and conditions of the engagement between C&H and CSIA, including the scope of the Firm's representation, the staffing plan, applicable fees and billing rates, and other matters governing our professional relationship. We ask that you review this letter carefully and, if the terms are acceptable to the Authority, execute and return a copy as described in Section 12 below.

2. Scope of Representation

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

2.1 Easement Acquisition and Real Property Work

C&H will provide the following legal services in connection with the acquisition of real property interests and land rights necessary for the siting, construction, and operation of the Project:

(a) Permanent Easement Agreements. Negotiation and drafting of permanent easement agreements for the Pump Station No. 1 ("PS-1"), Pump Station No. 2 ("PS-2"), and Pump Station No. 3 ("PS-3") sites with private landowners, including Veldkamp Family Holdings LLC (with respect to the PS-1 and PS-2 sites) and Dunlap Creek Ranch Inc. (with respect to the PS-3 site). These agreements will address, among other things, the grant of permanent rights for the construction, installation, operation, maintenance, repair, and replacement of pump station facilities, together with all appurtenant improvements, within the defined easement areas.

(b) Temporary Construction Easement Agreements. Negotiation and drafting of temporary construction easement agreements for construction staging, equipment and materials access, and laydown areas on private lands adjacent to or in the vicinity of the PS-1, PS-2, and PS-3 sites. These temporary easements will be structured to expire upon completion of the applicable construction activities and site restoration, or upon a date certain, whichever occurs first.

(c) Pipeline Corridor Easement. Negotiation and drafting of a permanent pipeline corridor easement for the force-main pipeline segment that will cross property owned by Dunlap Creek Ranch Inc. This easement will encompass the subsurface corridor necessary for the installation, operation, maintenance, and eventual replacement of the force-main pipeline, together with surface access rights as needed for inspection, maintenance, and emergency repair activities.

(d) Good-Faith Offer Letters. Preparation of statutory good-faith offer letters to each private landowner from whom the Authority seeks to acquire an easement interest, in compliance with the requirements of Chapter 8.25 of the Revised Code of Washington (RCW 8.25) governing uniform condemnation procedures. These offer letters will be based upon appraisals obtained by the Authority and will comply with applicable statutory requirements regarding the form, content, and timing of offers.

(e) Survey Coordination. Coordination with Ironclad Surveying & Land Services LLC for the preparation of legal descriptions, ALTA/NSPS land title surveys, and easement plats for each easement area. C&H will review all survey products for legal sufficiency and consistency with the terms of the negotiated easement agreements prior to execution and recording.

(f) Title Review. Review of title commitments issued by Cascade Basin Title Company for each parcel from which an easement interest is to be acquired, including identification of all encumbrances, liens, restrictions, and other matters of record that may affect the Authority's intended use of the easement areas. C&H will identify any encumbrances requiring curative action and will coordinate with Cascade Basin Title Company and the affected landowners to resolve such matters prior to closing.

(g) Appraisal Coordination. Coordination of appraisal work performed by Northwind Valuation Group LLC, including review of draft appraisal reports for conformity with Uniform Standards of Professional Appraisal Practice (USPAP), review for consistency with the scope of the proposed easement interests, and integration of appraised values into the good-faith offer letters and closing documentation.

(h) Closing Documentation. Preparation of all closing documentation for each easement transaction, including executed easement instruments, closing statements, recording instructions, and funds disbursement letters. C&H will coordinate the closing process, including the recording of all easement instruments with the Whatcom County Auditor's Office and the issuance of final title policies.

(i) PS-4 Right-of-Way. The parties acknowledge that Pump Station No. 4 ("PS-4") is located on existing CSIA right-of-way, identified as Whatcom County Assessor's Parcel No. 380221-005700, and does not require the acquisition of easement interests from private landowners. C&H's scope of work with respect to PS-4 is limited to confirming the Authority's existing right, title, and interest in the underlying parcel and verifying that no additional property rights are required for the proposed improvements.

2.2 Permitting and Governmental Approvals

C&H will provide the following legal services in connection with the permitting and governmental approval process for the Project:

(a) SEPA Environmental Checklist. Preparation of the legal and land-use sections of the State Environmental Policy Act (SEPA) Environmental Checklist for submission to Whatcom County, acting as Lead Agency, pursuant to Chapter 43.21C RCW and the SEPA Rules (WAC 197-11). C&H will coordinate with CSIA's environmental consultants regarding the integration of technical environmental data into the checklist and will advise CSIA on the legal implications of the SEPA threshold determination.

(b) Whatcom County Permits and Approvals. Coordination with the Whatcom County Department of Planning & Development Services regarding the following local permit applications and approvals: (i) Shoreline Substantial Development Permit under the Whatcom County Shoreline Master Program, as required by the Shoreline Management Act (Chapter 90.58 RCW); (ii) Critical Areas Review under the Whatcom County Critical Areas Ordinance (WCC Chapter 16.16); (iii) Habitat Management Plan approval, as may be required in connection with the identification of fish and wildlife habitat conservation areas within or adjacent to the Project area; and (iv) grading permit applications for the pump station sites and pipeline corridor.

(c) Washington State Department of Ecology. Coordination with the Washington State Department of Ecology ("Ecology") regarding (i) Section 401 Water Quality Certification under the Clean Water Act, as administered by Ecology pursuant to Chapter 90.48 RCW; (ii) the National Pollutant Discharge Elimination System (NPDES) Construction Stormwater General Permit, as required for land-disturbing activities associated with Project construction; and (iii) Coastal Zone Management consistency review under the Coastal Zone Management Act, 16 U.S.C. § 1456(c), to the extent applicable to the Project area within Whatcom County.

(d) U.S. Army Corps of Engineers. Coordination with the U.S. Army Corps of Engineers, Seattle District, regarding (i) permits required under Section 404 of the Clean Water Act, 33 U.S.C. § 1344, for the discharge of dredged or fill material into waters of the United States, including jurisdictional wetlands, in connection with the construction of pump station facilities and the force-main pipeline; and (ii) permits required under Section 10 of the Rivers and Harbors Act of 1899, 33 U.S.C. § 403, for work affecting navigable waters of the United States, to the extent applicable to portions of the Lower Nooksack River corridor.

(e) Hydraulic Project Approval. Coordination with the Washington Department of Fish & Wildlife ("WDFW") regarding the Hydraulic Project Approval ("HPA") required under Chapter 77.55 RCW for any construction activities that will use, divert, obstruct, or change the natural flow or bed of any state waters within the Project area.

(f) Section 106 Cultural Resources Concurrence. Coordination regarding compliance with Section 106 of the National Historic Preservation Act, 54 U.S.C. § 306108, including engagement with the Washington Department of Archaeology and Historic Preservation ("DAHP") and the U.S. Army Corps of Engineers to obtain cultural resources concurrence for the Project. C&H will advise CSIA on consultation requirements with affected Tribes, including coordination of government-to-government consultation to the extent required.

(g) Wetland Mitigation. Legal support related to wetland mitigation requirements arising from federal and state permit conditions, including the evaluation and negotiation of the Authority's participation in the Whatcom County In-Lieu Fee Program as a mechanism for satisfying compensatory mitigation obligations. C&H will review and advise on the terms of any in-lieu fee agreements and will coordinate with Ecology and the U.S. Army Corps of Engineers to ensure that the proposed mitigation approach satisfies applicable regulatory requirements.

(h) FEMA Floodplain Compliance. Legal support related to compliance with Federal Emergency Management Agency ("FEMA") floodplain management requirements for the PS-1 and PS-2 sites, which are located within or adjacent to the 100-year floodplain of the Lower Nooksack River as depicted on the effective Flood Insurance Rate Maps for Whatcom County. C&H will advise CSIA on requirements for floodplain development permits, no-rise certifications, and compliance with the National Flood Insurance Program regulations (44 C.F.R. Parts 59-78).

2.3 Ancillary Real Estate Matters

In addition to the specific matters described in Sections 2.1 and 2.2 above, C&H will provide the following ancillary services:

(a) Preparation of all ancillary real estate documents required to advance the Project through construction commencement, including without limitation access agreements, right-of-entry permits, license agreements, and subordination, non-disturbance, and attornment agreements, as may be required to accommodate Project activities on or across properties encumbered by existing liens or security interests.

(b) Advice on the Authority's condemnation authority and eminent domain procedures under Chapter 43.99N RCW, in the event that voluntary acquisition of any required easement interest is unsuccessful. This advice will include an assessment of the procedural requirements for the initiation of condemnation proceedings, the preparation of resolutions of necessity, and the Authority's obligations under applicable constitutional and statutory provisions, including the requirement of just compensation. The Firm's scope of representation does not, however, include the prosecution of contested condemnation proceedings, as addressed in Section 2.4 below.

(c) Such other permitting, easement, and real property services as may be mutually agreed upon by C&H and CSIA during the course of the engagement, subject to a written supplement or amendment to this engagement letter, as appropriate.

2.4 Scope Limitations

The scope of the Firm's engagement is limited to the matters described in Sections 2.1, 2.2, and 2.3 above. For the avoidance of doubt, the following matters are expressly excluded from the scope of this engagement:

(a) Bond Issuance and Securities Matters. This engagement does not include representation in connection with the issuance of CSIA Series 2025A Revenue Bonds or any related securities law matters, including the preparation of official statements, bond purchase agreements, or continuing disclosure agreements, which are the province of CSIA's bond counsel and underwriter's counsel.

(b) Construction Procurement and Disputes. This engagement does not include representation in connection with construction contract procurement, bid protests, claims, or construction dispute resolution. The Authority's construction procurement and contracting activities are outside the scope of this engagement and are addressed separately by CSIA's internal legal staff or other outside counsel.

(c) Consulting and Technical Services. This engagement does not include environmental consulting, geotechnical engineering, surveying, or appraisal services, which are provided by separately retained consultants. Specifically, CSIA has retained Pinnacle Geotechnical & Environmental Consulting Inc. for environmental and geotechnical consulting services, Ironclad Surveying & Land Services LLC for surveying services, and Northwind Valuation Group LLC for appraisal services. C&H will coordinate with these consultants as described in Sections 2.1 and 2.2, but does not direct, supervise, or assume responsibility for the work product of any consultant.

(d) Litigation and Contested Condemnation. This engagement does not include the representation of CSIA in any litigation or contested condemnation proceeding, whether arising from the Project or otherwise. In the event that any dispute, claim, or contested condemnation proceeding arises in connection with the Project, such matters would be addressed under a separate engagement letter with terms, staffing, and fee arrangements to be agreed upon at that time.

3. Engagement Team and Staffing

C&H will staff this engagement with the following attorneys, each of whom is a member of the Firm's Real Estate Practice Group and has substantial experience in public infrastructure, land acquisition, and governmental permitting matters:

Angela Fontaine — Responsible Partner, Real Estate Practice Group. Ms. Fontaine will serve as the primary relationship partner for CSIA and will have overall supervisory responsibility for the engagement. Ms. Fontaine will oversee the strategic direction of the representation, participate in key negotiations with landowners and governmental agencies, and serve as the primary point of escalation for any issues requiring partner-level attention. Ms. Fontaine may be reached at (206) 554-8214 or afontaine@calderwoodharkness.com.

Douglas Fairchild — Billing Partner, Real Estate Practice Group. Mr. Fairchild will serve as the billing partner responsible for invoicing, budget management, and compliance with the CSIA Outside Counsel Guidelines. Mr. Fairchild will review all invoices prior to submission and will be the primary contact for all billing and fee-related inquiries. Mr. Fairchild may be reached at (206) 554-8227 or dfairchild@calderwoodharkness.com.

Grace Nakamura — Lead Associate, Real Estate Practice Group. Ms. Nakamura will serve as the lead associate and day-to-day contact for CSIA's Project team. Ms. Nakamura will be responsible for permitting coordination with federal, state, and local agencies, review of title commitments and survey products, and drafting of the principal transaction documents, including permanent and temporary easement agreements, pipeline corridor easements, and related closing documentation. Ms. Nakamura may be reached at (206) 554-8243 or gnakamura@calderwoodharkness.com.

Rafael Dominguez — Working Associate, Real Estate Practice Group. Mr. Dominguez will support the engagement in range capacities, including legal research, drafting of memoranda and correspondence, preparation of the SEPA Environmental Checklist legal and land-use sections, and permit application support. Mr. Dominguez may be reached at (206) 554-8251 or rdominguez@calderwoodharkness.com.

C&H reserves the right to assign additional attorneys, paralegals, or support staff to the engagement as needed to ensure timely and efficient delivery of legal services. Any such additional staffing will be subject to advance notice to CSIA and will be billed at the rates set forth in Section 5.1 below (or at rates otherwise agreed upon in advance). The Firm will not assign timekeepers whose qualifications or experience are not commensurate with the tasks to be performed.

In performing its services under this engagement, C&H will coordinate closely with CSIA's internal team, including Priya Shankar-Wells, General Counsel; Connor Oakes, Director of Capital Programs; and Teresa Villanueva, Project Manager, Nooksack Pump Station Program. C&H will participate in regularly scheduled Project team meetings and provide periodic written status reports as reasonably requested by CSIA's General Counsel.

4. Client Identification

The Firm's client in this engagement is solely the Cascadia State Infrastructure Authority, a Washington State governmental instrumentality created pursuant to Chapter 43.99N of the Revised Code of Washington. The attorney-client relationship established by this engagement letter exists exclusively between C&H and the Authority as an entity.

The Firm does not represent, and will not be deemed to represent, any individual officer, director, board member, employee, or agent of CSIA in any individual capacity in connection with this engagement or any matter related to the Project. Nothing in this engagement letter shall be construed as creating an attorney-client relationship between C&H and any such individual.

The Firm does not represent, and will not be deemed to represent, any other party to the Project or any person or entity with an interest in the Project, including, without limitation, any private landowner (including Veldkamp Family Holdings LLC and Dunlap Creek Ranch Inc.), any contractor, subcontractor, or consultant, or the bond underwriter (Harborstone Capital Markets LLC). The interests of the Authority and those of other Project participants may not be aligned in all respects, and each such party is responsible for obtaining independent legal counsel.

5. Fees and Billing Rates

5.1 Hourly Rates

C&H will bill for its professional services on an hourly basis at the following government-rate discount schedule, which reflects a discount from the Firm's standard commercial rates and is consistent with the CSIA Outside Counsel Guidelines:

Paralegal and legal assistant time, if applicable, will be billed at rates to be agreed upon in advance between C&H and CSIA, provided that such rates shall not exceed Two Hundred Twenty-Five Dollars ($225.00) per hour. C&H will identify any paralegal or legal assistant assigned to the engagement and provide the applicable billing rate prior to the commencement of such individual's work on the matter.

The foregoing rates are effective for the 2025 calendar year. C&H's standard practice is to review billing rates annually. Any proposed rate increases for subsequent calendar years will be communicated to CSIA in writing at least sixty (60) days prior to the proposed effective date of such increases, and no rate increase shall take effect without the prior written approval of CSIA's General Counsel.

5.2 Estimated Fee Budget

Based on the Firm's current understanding of the scope and complexity of the Project, C&H estimates that total professional fees for the engagement will be approximately Three Hundred Eighty-Five Thousand Dollars ($385,000). This estimate is predicated on the following assumptions regarding the scope and complexity of the work:

(a) Negotiation and closing of permanent and temporary easement agreements with two private landowners (Veldkamp Family Holdings LLC and Dunlap Creek Ranch Inc.), including a separate pipeline corridor easement with Dunlap Creek Ranch Inc.;

(b) Processing of approximately nine (9) federal, state, and local permit applications, including the SEPA Environmental Checklist, Shoreline Substantial Development Permit, Critical Areas Review, Habitat Management Plan approval, grading permit, Section 401 Water Quality Certification, NPDES Construction Stormwater General Permit, Section 404 and Section 10 permits, and Hydraulic Project Approval;

(c) Resolution of title issues and encumbrances in the ordinary course, without the need for contested proceedings or complex curative litigation; and

(d) Completion of the engagement within the currently anticipated Project schedule, with construction commencement targeted for the second quarter of 2026.

This estimate is provided for budgeting purposes only and is not a cap or a guaranteed maximum price. Actual fees may vary depending on, among other things, the complexity of easement negotiations, the number and nature of permit conditions or agency comments requiring response, changes in the Project scope or schedule, and whether any condemnation advisory work, contested proceedings, or unanticipated issues arise during the course of the engagement.

5.3 Estimated Costs and Disbursements

C&H estimates that costs and disbursements associated with this engagement will be approximately Eighteen Thousand Five Hundred Dollars ($18,500). Anticipated costs and disbursements include, but are not limited to, filing fees, recording fees with the Whatcom County Auditor's Office, courier and delivery charges, photocopying and printing charges for permit applications and closing documents, and travel expenses incurred in connection with site visits to the Project area, agency meetings in Whatcom County and Olympia, and easement closings.

CSIA will be responsible for the reimbursement of all reasonable and documented out-of-pocket costs and disbursements incurred by C&H in connection with the engagement. C&H will not incur any individual cost or disbursement in excess of One Thousand Dollars ($1,000) without prior approval from CSIA's General Counsel or her designee, except in cases of genuine urgency where prior approval is not practicable.

5.4 Total Estimated Engagement Budget

The total estimated engagement budget, inclusive of both professional fees and costs and disbursements, is Four Hundred Three Thousand Five Hundred Dollars ($403,500), calculated as follows:

C&H will monitor actual fees and costs against this estimate on an ongoing basis and will notify CSIA's General Counsel promptly if it becomes apparent that actual fees and costs may exceed this estimate by more than ten percent (10%). In the event of a material change in Project scope, schedule, or complexity that would significantly affect the fee estimate, C&H will provide CSIA with a revised estimate and a written explanation of the factors contributing to the variance.

6. Billing and Payment Terms

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

Each invoice will include, at a minimum, the following information: (a) a narrative description of the services rendered during the billing period; (b) the identity and billing rate of each timekeeper who performed services during the period; (c) the date on which each service was performed; (d) the amount of time expended by each timekeeper, recorded in increments of not less than one-tenth (0.1) of an hour; and (e) an itemization of all costs and disbursements incurred during the period, with supporting documentation as reasonably requested.

Douglas Fairchild will serve as the billing partner and primary contact for all billing-related inquiries. Mr. Fairchild will review each invoice for accuracy, reasonableness, and compliance with the CSIA Outside Counsel Guidelines prior to submission.

Payment of invoices is due within thirty (30) days of the invoice date. C&H reserves the right to assess interest on past-due amounts at a rate not to exceed the lesser of one percent (1%) per month or the maximum rate permitted by applicable law, provided that C&H will not assess interest on any amount that is the subject of a good-faith billing dispute until the dispute is resolved.

CSIA may request additional billing detail or task-based coding consistent with its Outside Counsel Guidelines at any time, and C&H will comply with such requests to the extent reasonably practicable. C&H will cooperate with any billing review or audit conducted by CSIA or its designee.

C&H Matter Number 1030-00003 and CSIA Capital Project Number CP-2025-NPS-004 should be referenced on all invoices and all correspondence relating to this engagement.

7. Conflict of Interest

C&H has conducted a comprehensive conflicts check utilizing the Firm's conflicts management system and confirms that, based on the information currently available to the Firm, C&H has no conflicts of interest that would preclude or limit its representation of CSIA in this engagement under the Washington Rules of Professional Conduct (RPC).

In particular, C&H notes that it does not currently represent, and has not previously represented, Veldkamp Family Holdings LLC, Dunlap Creek Ranch Inc., Bridger Hollis & Pratt LLP (counsel to Dunlap Creek Ranch Inc., as identified in preliminary correspondence), Harborstone Capital Markets LLC, or any other party that has been identified as adverse or potentially adverse to CSIA in connection with the Project. Should the identity of additional parties become known during the course of the engagement, C&H will promptly conduct supplemental conflicts checks and will advise CSIA of the results.

In the event that a conflict of interest arises during the course of the engagement, C&H will promptly notify CSIA's General Counsel and will take appropriate steps in accordance with the Washington Rules of Professional Conduct, including, where applicable, seeking informed consent from affected parties or, if consent is not obtainable or appropriate, withdrawing from the representation as to the affected matter. C&H will not take any action that would compromise CSIA's interests pending the resolution of any conflict issue.

8. Confidentiality

C&H will maintain the confidentiality of all information received from CSIA in connection with this engagement, in accordance with the Washington Rules of Professional Conduct (including, without limitation, RPC 1.6) and all applicable federal, state, and local laws and regulations. All non-public information provided by CSIA to C&H, or developed by C&H in the course of the representation, will be treated as confidential and will not be disclosed to any third party without the prior written consent of CSIA, except as required by law, court order, or the Rules of Professional Conduct.

CSIA acknowledges that, as a governmental instrumentality of the State of Washington, certain communications, documents, and records in the possession of the Authority may be subject to public disclosure under the Washington Public Records Act, Chapter 42.56 RCW. C&H and CSIA will work cooperatively to ensure that the attorney-client privilege and work-product doctrine are asserted to the fullest extent permitted by law to protect privileged communications and attorney work product from public disclosure. To the extent that CSIA receives a public records request that encompasses documents or communications that may be subject to the attorney-client privilege or work-product protection, CSIA will notify C&H promptly and provide C&H an opportunity to assist in the identification and assertion of applicable privileges and protections.

9. Document Retention

Upon conclusion of the engagement, C&H will retain client files (including both paper and electronic records) in accordance with the Firm's document retention policy, as in effect from time to time. The Firm's current policy provides for the retention of closed matter files for a period of seven (7) years following the date of engagement closure. At the expiration of the retention period, C&H may destroy or dispose of the files in accordance with the Firm's standard procedures, without further notice to or consent from CSIA, unless CSIA has made alternative arrangements with the Firm.

CSIA may request the return of original documents at any time during the engagement or during the post-engagement retention period. Upon receipt of such a request, C&H will promptly return all original documents to CSIA, retaining copies for the Firm's records as permitted by the Rules of Professional Conduct and the Firm's retention policy.

10. Termination

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

Upon termination of the engagement, C&H will take all steps reasonably necessary to protect CSIA's interests and to facilitate an orderly transition to successor counsel designated by the Authority. Such steps will include, without limitation, the prompt delivery of all client files, work product, and original documents to CSIA or its successor counsel, cooperation in the transfer of pending matters, and compliance with any applicable court orders or regulatory deadlines.

C&H's right to withdraw from the engagement is subject to the requirements of the Washington Rules of Professional Conduct and any applicable tribunal rules. C&H will not withdraw from the representation at a time or in a manner that would materially prejudice CSIA's interests without the Authority's prior consent or the approval of any court or tribunal before which a matter is pending.

11. Governing Law

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

12. Acceptance and Agreement

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

We are grateful for the Authority's confidence in Calderwood & Harkness LLP, and we look forward to working with you, Mr. Oakes, Ms. Villanueva, and the entire CSIA team on this important regional infrastructure project. Please do not hesitate to contact me directly if you have any questions regarding this letter or any aspect of the engagement.

[Signature Page Follows]

Very truly yours,

CALDERWOOD & HARKNESS LLP

By: ________

Angela Fontaine Partner, Real Estate Practice Group Calderwood & Harkness LLP 999 Second Avenue, Suite 4200 Seattle, WA 98104 Telephone: (206) 554-8214

Email: afontaine@calderwoodharkness.com

ACKNOWLEDGED AND AGREED:

CASCADIA STATE INFRASTRUCTURE AUTHORITY

By: ________

Name: Priya Shankar-Wells

Title: General Counsel

Cascadia State Infrastructure Authority 1100 Jefferson Avenue SE, Suite 400 Olympia, WA 98501

Date: ________

cc: (via email)

Martin R. Calloway, Executive Director, Cascadia State Infrastructure Authority Connor Oakes, Director of Capital Programs, Cascadia State Infrastructure Authority Teresa Villanueva, Project Manager, Nooksack Pump Station Program, Cascadia State Infrastructure Authority Douglas Fairchild, Billing Partner, Calderwood & Harkness LLP

Enclosures: None. CSIA Outside Counsel Guidelines are incorporated by reference.

Timekeeper Level	Hourly Rate
Partners	$575.00
Associates	$375.00
Paralegals / Legal Assistants	Not to exceed $225.00
Category	Estimated Amount
Professional Fees	$385,000.00
Costs and Disbursements	$18,500.00
Total Estimated Engagement Budget	$403,500.00

CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION
CALDERWOOD & HARKNESS LLP Counselors at Law
999 Second Avenue, Suite 4200 Seattle, Washington 98104 Telephone: (206) 554-8200 Facsimile: (206) 554-8201 www.calderwoodharkness.com
April 9, 2025
Via Email and U.S. Mail
Priya Shankar-Wells, Esq. General Counsel Cascadia State Infrastructure Authority 1100 Jefferson Avenue SE, Suite 400 Olympia, WA 98501
Re: Engagement of Calderwood & Harkness LLP — Regional Flood Resilience and Stormwater Management Program, Lower Nooksack Pump Station Network C&H Matter Number: 1030-00003 CSIA Capital Project Number: CP-2025-NPS-004
Dear Ms. Shankar-Wells:
1. Introduction and Purpose
Calderwood & Harkness LLP ("C&H" or the "Firm") is pleased to confirm its engagement by the Cascadia State Infrastructure Authority ("CSIA" or the "Authority") as outside counsel in connection with the matters described in this letter. This letter follows the discussions between the undersigned, Angela Fontaine, and you regarding the scope of our representation of the Authority, and is intended to memorialize the terms and conditions under which C&H will provide legal services to CSIA.
As you know, this engagement relates to the Authority's development of a network of four pump stations along the Lower Nooksack River corridor in Whatcom County, Washington (the "Project"), which forms a critical component of the Authority's broader Regional Flood Resilience and Stormwater Management Program. The Project carries a total estimated value of Forty-Eight Million Dollars ($48,000,000) and is funded through a combination of (a) a Washington State capital appropriation in the amount of Thirty-One Million Two Hundred Thousand Dollars ($31,200,000), as authorized by Senate Bill 5140 of the 2025 Legislative Session, and (b) CSIA Series 2025A Revenue Bonds in the aggregate principal amount of Sixteen Million Eight Hundred Thousand Dollars ($16,800,000), underwritten by Harborstone Capital Markets LLC.
This letter sets forth the terms and conditions of the engagement between C&H and CSIA, including the scope of the Firm's representation, the staffing plan, applicable fees and billing rates, and other matters governing our professional relationship. We ask that you review this letter carefully and, if the terms are acceptable to the Authority, execute and return a copy as described in Section 12 below.
2. Scope of Representation
C&H will represent CSIA in connection with all permitting, easement acquisition, and real property matters necessary to secure land rights and governmental approvals for the Project. The specific areas of representation are described in Sections 2.1 through 2.3 below, and the limitations on the scope of our engagement are described in Section 2.4.
2.1 Easement Acquisition and Real Property Work
C&H will provide the following legal services in connection with the acquisition of real property interests and land rights necessary for the siting, construction, and operation of the Project:
(a) Permanent Easement Agreements. Negotiation and drafting of permanent easement agreements for the Pump Station No. 1 ("PS-1"), Pump Station No. 2 ("PS-2"), and Pump Station No. 3 ("PS-3") sites with private landowners, including Veldkamp Family Holdings LLC (with respect to the PS-1 and PS-2 sites) and Dunlap Creek Ranch Inc. (with respect to the PS-3 site). These agreements will address, among other things, the grant of permanent rights for the construction, installation, operation, maintenance, repair, and replacement of pump station facilities, together with all appurtenant improvements, within the defined easement areas.
(b) Temporary Construction Easement Agreements. Negotiation and drafting of temporary construction easement agreements for construction staging, equipment and materials access, and laydown areas on private lands adjacent to or in the vicinity of the PS-1, PS-2, and PS-3 sites. These temporary easements will be structured to expire upon completion of the applicable construction activities and site restoration, or upon a date certain, whichever occurs first.
(c) Pipeline Corridor Easement. Negotiation and drafting of a permanent pipeline corridor easement for the force-main pipeline segment that will cross property owned by Dunlap Creek Ranch Inc. This easement will encompass the subsurface corridor necessary for the installation, operation, maintenance, and eventual replacement of the force-main pipeline, together with surface access rights as needed for inspection, maintenance, and emergency repair activities.
(d) Good-Faith Offer Letters. Preparation of statutory good-faith offer letters to each private landowner from whom the Authority seeks to acquire an easement interest, in compliance with the requirements of Chapter 8.25 of the Revised Code of Washington (RCW 8.25) governing uniform condemnation procedures. These offer letters will be based upon appraisals obtained by the Authority and will comply with applicable statutory requirements regarding the form, content, and timing of offers.
(e) Survey Coordination. Coordination with Ironclad Surveying & Land Services LLC for the preparation of legal descriptions, ALTA/NSPS land title surveys, and easement plats for each easement area. C&H will review all survey products for legal sufficiency and consistency with the terms of the negotiated easement agreements prior to execution and recording.
(f) Title Review. Review of title commitments issued by Cascade Basin Title Company for each parcel from which an easement interest is to be acquired, including identification of all encumbrances, liens, restrictions, and other matters of record that may affect the Authority's intended use of the easement areas. C&H will identify any encumbrances requiring curative action and will coordinate with Cascade Basin Title Company and the affected landowners to resolve such matters prior to closing.
(g) Appraisal Coordination. Coordination of appraisal work performed by Northwind Valuation Group LLC, including review of draft appraisal reports for conformity with Uniform Standards of Professional Appraisal Practice (USPAP), review for consistency with the scope of the proposed easement interests, and integration of appraised values into the good-faith offer letters and closing documentation.
(h) Closing Documentation. Preparation of all closing documentation for each easement transaction, including executed easement instruments, closing statements, recording instructions, and funds disbursement letters. C&H will coordinate the closing process, including the recording of all easement instruments with the Whatcom County Auditor's Office and the issuance of final title policies.
(i) PS-4 Right-of-Way. The parties acknowledge that Pump Station No. 4 ("PS-4") is located on existing CSIA right-of-way, identified as Whatcom County Assessor's Parcel No. 380221-005700, and does not require the acquisition of easement interests from private landowners. C&H's scope of work with respect to PS-4 is limited to confirming the Authority's existing right, title, and interest in the underlying parcel and verifying that no additional property rights are required for the proposed improvements.
2.2 Permitting and Governmental Approvals
C&H will provide the following legal services in connection with the permitting and governmental approval process for the Project:
(a) SEPA Environmental Checklist. Preparation of the legal and land-use sections of the State Environmental Policy Act (SEPA) Environmental Checklist for submission to Whatcom County, acting as Lead Agency, pursuant to Chapter 43.21C RCW and the SEPA Rules (WAC 197-11). C&H will coordinate with CSIA's environmental consultants regarding the integration of technical environmental data into the checklist and will advise CSIA on the legal implications of the SEPA threshold determination.
(b) Whatcom County Permits and Approvals. Coordination with the Whatcom County Department of Planning & Development Services regarding the following local permit applications and approvals: (i) Shoreline Substantial Development Permit under the Whatcom County Shoreline Master Program, as required by the Shoreline Management Act (Chapter 90.58 RCW); (ii) Critical Areas Review under the Whatcom County Critical Areas Ordinance (WCC Chapter 16.16); (iii) Habitat Management Plan approval, as may be required in connection with the identification of fish and wildlife habitat conservation areas within or adjacent to the Project area; and (iv) grading permit applications for the pump station sites and pipeline corridor.
(c) Washington State Department of Ecology. Coordination with the Washington State Department of Ecology ("Ecology") regarding (i) Section 401 Water Quality Certification under the Clean Water Act, as administered by Ecology pursuant to Chapter 90.48 RCW; (ii) the National Pollutant Discharge Elimination System (NPDES) Construction Stormwater General Permit, as required for land-disturbing activities associated with Project construction; and (iii) Coastal Zone Management consistency review under the Coastal Zone Management Act, 16 U.S.C. § 1456(c), to the extent applicable to the Project area within Whatcom County.
(d) U.S. Army Corps of Engineers. Coordination with the U.S. Army Corps of Engineers, Seattle District, regarding (i) permits required under Section 404 of the Clean Water Act, 33 U.S.C. § 1344, for the discharge of dredged or fill material into waters of the United States, including jurisdictional wetlands, in connection with the construction of pump station facilities and the force-main pipeline; and (ii) permits required under Section 10 of the Rivers and Harbors Act of 1899, 33 U.S.C. § 403, for work affecting navigable waters of the United States, to the extent applicable to portions of the Lower Nooksack River corridor.
(e) Hydraulic Project Approval. Coordination with the Washington Department of Fish & Wildlife ("WDFW") regarding the Hydraulic Project Approval ("HPA") required under Chapter 77.55 RCW for any construction activities that will use, divert, obstruct, or change the natural flow or bed of any state waters within the Project area.
(f) Section 106 Cultural Resources Concurrence. Coordination regarding compliance with Section 106 of the National Historic Preservation Act, 54 U.S.C. § 306108, including engagement with the Washington Department of Archaeology and Historic Preservation ("DAHP") and the U.S. Army Corps of Engineers to obtain cultural resources concurrence for the Project. C&H will advise CSIA on consultation requirements with affected Tribes, including coordination of government-to-government consultation to the extent required.
(g) Wetland Mitigation. Legal support related to wetland mitigation requirements arising from federal and state permit conditions, including the evaluation and negotiation of the Authority's participation in the Whatcom County In-Lieu Fee Program as a mechanism for satisfying compensatory mitigation obligations. C&H will review and advise on the terms of any in-lieu fee agreements and will coordinate with Ecology and the U.S. Army Corps of Engineers to ensure that the proposed mitigation approach satisfies applicable regulatory requirements.
(h) FEMA Floodplain Compliance. Legal support related to compliance with Federal Emergency Management Agency ("FEMA") floodplain management requirements for the PS-1 and PS-2 sites, which are located within or adjacent to the 100-year floodplain of the Lower Nooksack River as depicted on the effective Flood Insurance Rate Maps for Whatcom County. C&H will advise CSIA on requirements for floodplain development permits, no-rise certifications, and compliance with the National Flood Insurance Program regulations (44 C.F.R. Parts 59-78).
2.3 Ancillary Real Estate Matters
In addition to the specific matters described in Sections 2.1 and 2.2 above, C&H will provide the following ancillary services:
(a) Preparation of all ancillary real estate documents required to advance the Project through construction commencement, including without limitation access agreements, right-of-entry permits, license agreements, and subordination, non-disturbance, and attornment agreements, as may be required to accommodate Project activities on or across properties encumbered by existing liens or security interests.
(b) Advice on the Authority's condemnation authority and eminent domain procedures under Chapter 43.99N RCW, in the event that voluntary acquisition of any required easement interest is unsuccessful. This advice will include an assessment of the procedural requirements for the initiation of condemnation proceedings, the preparation of resolutions of necessity, and the Authority's obligations under applicable constitutional and statutory provisions, including the requirement of just compensation. The Firm's scope of representation does not, however, include the prosecution of contested condemnation proceedings, as addressed in Section 2.4 below.
(c) Such other permitting, easement, and real property services as may be mutually agreed upon by C&H and CSIA during the course of the engagement, subject to a written supplement or amendment to this engagement letter, as appropriate.
2.4 Scope Limitations
The scope of the Firm's engagement is limited to the matters described in Sections 2.1, 2.2, and 2.3 above. For the avoidance of doubt, the following matters are expressly excluded from the scope of this engagement:
(a) Bond Issuance and Securities Matters. This engagement does not include representation in connection with the issuance of CSIA Series 2025A Revenue Bonds or any related securities law matters, including the preparation of official statements, bond purchase agreements, or continuing disclosure agreements, which are the province of CSIA's bond counsel and underwriter's counsel.
(b) Construction Procurement and Disputes. This engagement does not include representation in connection with construction contract procurement, bid protests, claims, or construction dispute resolution. The Authority's construction procurement and contracting activities are outside the scope of this engagement and are addressed separately by CSIA's internal legal staff or other outside counsel.
(c) Consulting and Technical Services. This engagement does not include environmental consulting, geotechnical engineering, surveying, or appraisal services, which are provided by separately retained consultants. Specifically, CSIA has retained Pinnacle Geotechnical & Environmental Consulting Inc. for environmental and geotechnical consulting services, Ironclad Surveying & Land Services LLC for surveying services, and Northwind Valuation Group LLC for appraisal services. C&H will coordinate with these consultants as described in Sections 2.1 and 2.2, but does not direct, supervise, or assume responsibility for the work product of any consultant.
(d) Litigation and Contested Condemnation. This engagement does not include the representation of CSIA in any litigation or contested condemnation proceeding, whether arising from the Project or otherwise. In the event that any dispute, claim, or contested condemnation proceeding arises in connection with the Project, such matters would be addressed under a separate engagement letter with terms, staffing, and fee arrangements to be agreed upon at that time.
3. Engagement Team and Staffing
C&H will staff this engagement with the following attorneys, each of whom is a member of the Firm's Real Estate Practice Group and has substantial experience in public infrastructure, land acquisition, and governmental permitting matters:
Angela Fontaine — Responsible Partner, Real Estate Practice Group. Ms. Fontaine will serve as the primary relationship partner for CSIA and will have overall supervisory responsibility for the engagement. Ms. Fontaine will oversee the strategic direction of the representation, participate in key negotiations with landowners and governmental agencies, and serve as the primary point of escalation for any issues requiring partner-level attention. Ms. Fontaine may be reached at (206) 554-8214 or afontaine@calderwoodharkness.com.
Douglas Fairchild — Billing Partner, Real Estate Practice Group. Mr. Fairchild will serve as the billing partner responsible for invoicing, budget management, and compliance with the CSIA Outside Counsel Guidelines. Mr. Fairchild will review all invoices prior to submission and will be the primary contact for all billing and fee-related inquiries. Mr. Fairchild may be reached at (206) 554-8227 or dfairchild@calderwoodharkness.com.
Grace Nakamura — Lead Associate, Real Estate Practice Group. Ms. Nakamura will serve as the lead associate and day-to-day contact for CSIA's Project team. Ms. Nakamura will be responsible for permitting coordination with federal, state, and local agencies, review of title commitments and survey products, and drafting of the principal transaction documents, including permanent and temporary easement agreements, pipeline corridor easements, and related closing documentation. Ms. Nakamura may be reached at (206) 554-8243 or gnakamura@calderwoodharkness.com.
Rafael Dominguez — Working Associate, Real Estate Practice Group. Mr. Dominguez will support the engagement in range capacities, including legal research, drafting of memoranda and correspondence, preparation of the SEPA Environmental Checklist legal and land-use sections, and permit application support. Mr. Dominguez may be reached at (206) 554-8251 or rdominguez@calderwoodharkness.com.
C&H reserves the right to assign additional attorneys, paralegals, or support staff to the engagement as needed to ensure timely and efficient delivery of legal services. Any such additional staffing will be subject to advance notice to CSIA and will be billed at the rates set forth in Section 5.1 below (or at rates otherwise agreed upon in advance). The Firm will not assign timekeepers whose qualifications or experience are not commensurate with the tasks to be performed.
In performing its services under this engagement, C&H will coordinate closely with CSIA's internal team, including Priya Shankar-Wells, General Counsel; Connor Oakes, Director of Capital Programs; and Teresa Villanueva, Project Manager, Nooksack Pump Station Program. C&H will participate in regularly scheduled Project team meetings and provide periodic written status reports as reasonably requested by CSIA's General Counsel.
4. Client Identification
The Firm's client in this engagement is solely the Cascadia State Infrastructure Authority, a Washington State governmental instrumentality created pursuant to Chapter 43.99N of the Revised Code of Washington. The attorney-client relationship established by this engagement letter exists exclusively between C&H and the Authority as an entity.
The Firm does not represent, and will not be deemed to represent, any individual officer, director, board member, employee, or agent of CSIA in any individual capacity in connection with this engagement or any matter related to the Project. Nothing in this engagement letter shall be construed as creating an attorney-client relationship between C&H and any such individual.
The Firm does not represent, and will not be deemed to represent, any other party to the Project or any person or entity with an interest in the Project, including, without limitation, any private landowner (including Veldkamp Family Holdings LLC and Dunlap Creek Ranch Inc.), any contractor, subcontractor, or consultant, or the bond underwriter (Harborstone Capital Markets LLC). The interests of the Authority and those of other Project participants may not be aligned in all respects, and each such party is responsible for obtaining independent legal counsel.
5. Fees and Billing Rates
5.1 Hourly Rates
C&H will bill for its professional services on an hourly basis at the following government-rate discount schedule, which reflects a discount from the Firm's standard commercial rates and is consistent with the CSIA Outside Counsel Guidelines:
Paralegal and legal assistant time, if applicable, will be billed at rates to be agreed upon in advance between C&H and CSIA, provided that such rates shall not exceed Two Hundred Twenty-Five Dollars ($225.00) per hour. C&H will identify any paralegal or legal assistant assigned to the engagement and provide the applicable billing rate prior to the commencement of such individual's work on the matter.
The foregoing rates are effective for the 2025 calendar year. C&H's standard practice is to review billing rates annually. Any proposed rate increases for subsequent calendar years will be communicated to CSIA in writing at least sixty (60) days prior to the proposed effective date of such increases, and no rate increase shall take effect without the prior written approval of CSIA's General Counsel.
5.2 Estimated Fee Budget
Based on the Firm's current understanding of the scope and complexity of the Project, C&H estimates that total professional fees for the engagement will be approximately Three Hundred Eighty-Five Thousand Dollars ($385,000). This estimate is predicated on the following assumptions regarding the scope and complexity of the work:
(a) Negotiation and closing of permanent and temporary easement agreements with two private landowners (Veldkamp Family Holdings LLC and Dunlap Creek Ranch Inc.), including a separate pipeline corridor easement with Dunlap Creek Ranch Inc.;
(b) Processing of approximately nine (9) federal, state, and local permit applications, including the SEPA Environmental Checklist, Shoreline Substantial Development Permit, Critical Areas Review, Habitat Management Plan approval, grading permit, Section 401 Water Quality Certification, NPDES Construction Stormwater General Permit, Section 404 and Section 10 permits, and Hydraulic Project Approval;
(c) Resolution of title issues and encumbrances in the ordinary course, without the need for contested proceedings or complex curative litigation; and
(d) Completion of the engagement within the currently anticipated Project schedule, with construction commencement targeted for the second quarter of 2026.
This estimate is provided for budgeting purposes only and is not a cap or a guaranteed maximum price. Actual fees may vary depending on, among other things, the complexity of easement negotiations, the number and nature of permit conditions or agency comments requiring response, changes in the Project scope or schedule, and whether any condemnation advisory work, contested proceedings, or unanticipated issues arise during the course of the engagement.
5.3 Estimated Costs and Disbursements
C&H estimates that costs and disbursements associated with this engagement will be approximately Eighteen Thousand Five Hundred Dollars ($18,500). Anticipated costs and disbursements include, but are not limited to, filing fees, recording fees with the Whatcom County Auditor's Office, courier and delivery charges, photocopying and printing charges for permit applications and closing documents, and travel expenses incurred in connection with site visits to the Project area, agency meetings in Whatcom County and Olympia, and easement closings.
CSIA will be responsible for the reimbursement of all reasonable and documented out-of-pocket costs and disbursements incurred by C&H in connection with the engagement. C&H will not incur any individual cost or disbursement in excess of One Thousand Dollars ($1,000) without prior approval from CSIA's General Counsel or her designee, except in cases of genuine urgency where prior approval is not practicable.
5.4 Total Estimated Engagement Budget
The total estimated engagement budget, inclusive of both professional fees and costs and disbursements, is Four Hundred Three Thousand Five Hundred Dollars ($403,500), calculated as follows:
C&H will monitor actual fees and costs against this estimate on an ongoing basis and will notify CSIA's General Counsel promptly if it becomes apparent that actual fees and costs may exceed this estimate by more than ten percent (10%). In the event of a material change in Project scope, schedule, or complexity that would significantly affect the fee estimate, C&H will provide CSIA with a revised estimate and a written explanation of the factors contributing to the variance.
6. Billing and Payment Terms
C&H will submit detailed monthly invoices to CSIA's General Counsel at the address set forth in this letter, or at such other mailing address or electronic billing portal as CSIA may designate in writing from time to time. Invoices will be prepared and submitted in a format consistent with the CSIA Outside Counsel Guidelines.
Each invoice will include, at a minimum, the following information: (a) a narrative description of the services rendered during the billing period; (b) the identity and billing rate of each timekeeper who performed services during the period; (c) the date on which each service was performed; (d) the amount of time expended by each timekeeper, recorded in increments of not less than one-tenth (0.1) of an hour; and (e) an itemization of all costs and disbursements incurred during the period, with supporting documentation as reasonably requested.
Douglas Fairchild will serve as the billing partner and primary contact for all billing-related inquiries. Mr. Fairchild will review each invoice for accuracy, reasonableness, and compliance with the CSIA Outside Counsel Guidelines prior to submission.
Payment of invoices is due within thirty (30) days of the invoice date. C&H reserves the right to assess interest on past-due amounts at a rate not to exceed the lesser of one percent (1%) per month or the maximum rate permitted by applicable law, provided that C&H will not assess interest on any amount that is the subject of a good-faith billing dispute until the dispute is resolved.
CSIA may request additional billing detail or task-based coding consistent with its Outside Counsel Guidelines at any time, and C&H will comply with such requests to the extent reasonably practicable. C&H will cooperate with any billing review or audit conducted by CSIA or its designee.
C&H Matter Number 1030-00003 and CSIA Capital Project Number CP-2025-NPS-004 should be referenced on all invoices and all correspondence relating to this engagement.
7. Conflict of Interest
C&H has conducted a comprehensive conflicts check utilizing the Firm's conflicts management system and confirms that, based on the information currently available to the Firm, C&H has no conflicts of interest that would preclude or limit its representation of CSIA in this engagement under the Washington Rules of Professional Conduct (RPC).
In particular, C&H notes that it does not currently represent, and has not previously represented, Veldkamp Family Holdings LLC, Dunlap Creek Ranch Inc., Bridger Hollis & Pratt LLP (counsel to Dunlap Creek Ranch Inc., as identified in preliminary correspondence), Harborstone Capital Markets LLC, or any other party that has been identified as adverse or potentially adverse to CSIA in connection with the Project. Should the identity of additional parties become known during the course of the engagement, C&H will promptly conduct supplemental conflicts checks and will advise CSIA of the results.
In the event that a conflict of interest arises during the course of the engagement, C&H will promptly notify CSIA's General Counsel and will take appropriate steps in accordance with the Washington Rules of Professional Conduct, including, where applicable, seeking informed consent from affected parties or, if consent is not obtainable or appropriate, withdrawing from the representation as to the affected matter. C&H will not take any action that would compromise CSIA's interests pending the resolution of any conflict issue.
8. Confidentiality
C&H will maintain the confidentiality of all information received from CSIA in connection with this engagement, in accordance with the Washington Rules of Professional Conduct (including, without limitation, RPC 1.6) and all applicable federal, state, and local laws and regulations. All non-public information provided by CSIA to C&H, or developed by C&H in the course of the representation, will be treated as confidential and will not be disclosed to any third party without the prior written consent of CSIA, except as required by law, court order, or the Rules of Professional Conduct.
CSIA acknowledges that, as a governmental instrumentality of the State of Washington, certain communications, documents, and records in the possession of the Authority may be subject to public disclosure under the Washington Public Records Act, Chapter 42.56 RCW. C&H and CSIA will work cooperatively to ensure that the attorney-client privilege and work-product doctrine are asserted to the fullest extent permitted by law to protect privileged communications and attorney work product from public disclosure. To the extent that CSIA receives a public records request that encompasses documents or communications that may be subject to the attorney-client privilege or work-product protection, CSIA will notify C&H promptly and provide C&H an opportunity to assist in the identification and assertion of applicable privileges and protections.
9. Document Retention
Upon conclusion of the engagement, C&H will retain client files (including both paper and electronic records) in accordance with the Firm's document retention policy, as in effect from time to time. The Firm's current policy provides for the retention of closed matter files for a period of seven (7) years following the date of engagement closure. At the expiration of the retention period, C&H may destroy or dispose of the files in accordance with the Firm's standard procedures, without further notice to or consent from CSIA, unless CSIA has made alternative arrangements with the Firm.
CSIA may request the return of original documents at any time during the engagement or during the post-engagement retention period. Upon receipt of such a request, C&H will promptly return all original documents to CSIA, retaining copies for the Firm's records as permitted by the Rules of Professional Conduct and the Firm's retention policy.
10. Termination
Either party may terminate this engagement at any time, with or without cause, upon thirty (30) days' prior written notice to the other party. In the event of termination by either party, CSIA will be responsible for the payment of all fees earned and costs incurred by C&H through the effective date of termination, in accordance with the fee and billing terms set forth in Sections 5 and 6 of this letter.
Upon termination of the engagement, C&H will take all steps reasonably necessary to protect CSIA's interests and to facilitate an orderly transition to successor counsel designated by the Authority. Such steps will include, without limitation, the prompt delivery of all client files, work product, and original documents to CSIA or its successor counsel, cooperation in the transfer of pending matters, and compliance with any applicable court orders or regulatory deadlines.
C&H's right to withdraw from the engagement is subject to the requirements of the Washington Rules of Professional Conduct and any applicable tribunal rules. C&H will not withdraw from the representation at a time or in a manner that would materially prejudice CSIA's interests without the Authority's prior consent or the approval of any court or tribunal before which a matter is pending.
11. Governing Law
This engagement letter and the professional relationship between C&H and CSIA shall be governed by, and construed in accordance with, the laws of the State of Washington, including the Washington Rules of Professional Conduct as adopted by the Washington Supreme Court.
12. Acceptance and Agreement
If the foregoing terms and conditions are acceptable to the Authority, we respectfully request that you (or your designee authorized to bind CSIA) execute and return one copy of this letter to the undersigned at the address set forth below. A countersigned copy returned by email to afontaine@calderwoodharkness.com will be sufficient for purposes of confirming the engagement; however, we ask that a signed original also be returned by U.S. Mail for our permanent files.
We are grateful for the Authority's confidence in Calderwood & Harkness LLP, and we look forward to working with you, Mr. Oakes, Ms. Villanueva, and the entire CSIA team on this important regional infrastructure project. Please do not hesitate to contact me directly if you have any questions regarding this letter or any aspect of the engagement.
[Signature Page Follows]
Very truly yours,
CALDERWOOD & HARKNESS LLP
By: ________
Angela Fontaine Partner, Real Estate Practice Group Calderwood & Harkness LLP 999 Second Avenue, Suite 4200 Seattle, WA 98104 Telephone: (206) 554-8214
Email: afontaine@calderwoodharkness.com
ACKNOWLEDGED AND AGREED:
CASCADIA STATE INFRASTRUCTURE AUTHORITY
By: ________
Name: Priya Shankar-Wells
Title: General Counsel
Cascadia State Infrastructure Authority 1100 Jefferson Avenue SE, Suite 400 Olympia, WA 98501
Date: ________
cc: (via email)
Martin R. Calloway, Executive Director, Cascadia State Infrastructure Authority Connor Oakes, Director of Capital Programs, Cascadia State Infrastructure Authority Teresa Villanueva, Project Manager, Nooksack Pump Station Program, Cascadia State Infrastructure Authority Douglas Fairchild, Billing Partner, Calderwood & Harkness LLP
Enclosures: None. CSIA Outside Counsel Guidelines are incorporated by reference.
Timekeeper Level | Hourly Rate
Partners | $575.00
Associates | $375.00
Paralegals / Legal Assistants | Not to exceed $225.00
Category | Estimated Amount
Professional Fees | $385,000.00
Costs and Disbursements | $18,500.00
Total Estimated Engagement Budget | $403,500.00

CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION

CALDERWOOD & HARKNESS LLP

ACKNOWLEDGED AND AGREED:

CASCADIA STATE INFRASTRUCTURE AUTHORITY

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