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Contract analysis / capital-call-notice-second-tranche.docx
capital-call-notice-second-tranche.docx
1030-00002 · 10 clauses
High · 0 Medium · 6 Standard · 2
Section 1. Authorization and Basis for Capital Call Medium
⚑ Notice / time limit to track
Section 1. Authorization and Basis for Capital Call The Governing Board (the "Board") of Columbia Basin Water Treatment Partners, LLC ("CBWTP" or the "Company") hereby issues this formal Capital Call Notice (this "Notice") to each of the Members of the Company, pursuant to and in accordance with Section 3.2 of the Amended and Restated Limited Liability Company Agreement of the Company, dated November 2, 2021 (the "LL
Section 2. Capital Call Amounts Standard
⚑ Commercial term
Section 2. Capital Call Amounts The total aggregate amount of the Second Tranche Capital Call is Nine Million Dollars ($9,000,000), allocated among the Members in accordance with their respective Percentage Interests as set forth in the LLC Agreement. The individual contribution amounts are set forth below. 2.1 Cascadia State Infrastructure Authority (55% Member) Second Tranche Contribution Amount: $4,950,000 CSIA's
Section 3. Payment Due Date Standard
⚑ Commercial term
Section 3. Payment Due Date Pursuant to Section 3.2(b) of the LLC Agreement, each Member shall fund its respective Second Tranche contribution in full no later than thirty (30) calendar days following the date of delivery of this Notice. This Notice is dated and deemed delivered as of March 1, 2023. Accordingly, the Payment Due Date for each Member's Second Tranche contribution is: March 31, 2023 Each Member is requi
Section 4. Payment Instructions
Section 4. Payment Instructions All Second Tranche contributions shall be made by wire transfer of immediately available funds, in United States Dollars, to the Company's operating account maintained at Pacific Cascade Bank, N.A., as follows: Bank: Pacific Cascade Bank, N.A. Bank Address: 600 University Street, Suite 800, Seattle, WA 98101 Account Name: Columbia Basin Water Treatment Partners, LLC — Operating Account
Section 5. Consequences of Failure to Fund Medium
⚑ Forum / governing law
Section 5. Consequences of Failure to Fund The Governing Board hereby reminds each Member of the consequences of a failure to timely fund capital contributions as required under the LLC Agreement. Each Member is urged to take careful note of the following provisions. Pursuant to Section 8.1 of the LLC Agreement, the failure by any Member to fund a capital call within the thirty (30) calendar day period specified in S
Section 6. Purpose of Capital Call Medium
⚑ Liability cap to check against exposure
Section 6. Purpose of Capital Call The Second Tranche contributions called pursuant to this Notice are being called to fund the continued development of the Thurston County Advanced Water Treatment Facility (the "Facility"), a regional advanced water treatment and reclamation project to be located at 2480 Capitol Boulevard SE, Tumwater, Thurston County, Washington 98501. The Facility is the core asset and principal p
Section 7. Governing Law and LLC Agreement Reference Medium
⚑ Forum / governing law
Section 7. Governing Law and LLC Agreement Reference This Notice is issued pursuant to, and shall in all respects be governed by and construed in accordance with, the Amended and Restated Limited Liability Company Agreement of Columbia Basin Water Treatment Partners, LLC, dated November 2, 2021, as the same may be further amended, restated, supplemented, or otherwise modified from time to time. In the event of any co
Section 8. Contact Information Medium
⚑ Notice / time limit to track
Section 8. Contact Information Questions regarding this Capital Call Notice, including questions relating to the calculation of the Second Tranche contribution amounts, the Payment Due Date, wire transfer instructions, or any other matter addressed herein, should be directed to the following: For the Company / Governing Board: David Tanaka General Counsel Cascadia State Infrastructure Authority 1100 Jefferson Street
1. Exhibit A — Wire Transfer Instructions (Pacific Cascade Bank, N.A., Columbia Basin Wat
1. Exhibit A — Wire Transfer Instructions (Pacific Cascade Bank, N.A., Columbia Basin Water Treatment Partners, LLC — Operating Account)
2. Reference Provisions of the LLC Agreement — For the convenience of the Members, the Co Medium
⚑ Liability cap to check against exposure
2. Reference Provisions of the LLC Agreement — For the convenience of the Members, the Company directs attention to the following provisions of the Amended and Restated Limited Liability Company Agreement, dated November 2, 2021: • Section 3.2 (Capital Calls; Timing and Procedures) • Section 8.1 (Events of Default) • Section 8.2 (Remedies Upon Default) Members and their respective counsel are encouraged to review suc