California Conservation Holdings, LLC for Pajaro River Mitigation Bank - Agreement for Sale of Mitigation CreditsPAJARO RIVER MITIGATION BANK
AGREEMENT FOR SALE
OF
MITIGATION CREDITS
This Agreement is made and entered into this I� day
ofr- 1Llof, , 2010 by and between CALIFORNIA CONSERVATION
HOLDINGS, LLC, a California limited liability company
(Banker), and the CITY OF GILROY, (Project Proponent), as
follows:
RECITALS
A. The Banker has developed a wetland mitigation bank
known as the Pajaro River Mitigation Bank (Bank) located in
San Benito County, California; and
B. The Bank has been authorized by the U.S. Army
Corps of Engineers (USACE) and the U.S. Environmental
Protection Agency (EPA), and has received the approval of
these agencies to operate as a Mitigation Bank with credits
available for sale; and
C. The Bank has been developed under Nationwide
Permit #27 Identification #28200S, issued by the USACE and
pursuant to a Mitigation Bank Enabling Instrument (BEI)
dated December 10, 2007; and
D. Project Proponent is seeking to implement the
projects described on Exhibit "A" attached hereto (Project),
which would unavoidably and adversely impact waters of the
United States thereon, and seeks to compensate for the loss
of wetland areas or habitat by purchasing compensatory
credits from Banker; and
E. Project Proponent has been authorized by the USACE
to purchase 0.013 acre of 404 wetland credits for the
Farrell Avenue Bridge Crossing Project (USACE File #29918S)
and 0.08 acre of 404 wetland credits for the Camino Arroyo
Gap Closure Project (USACE File #400392S) as mitigation for
unavoidable impacts to waters of the United States
associated with the Project; and
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F. Project Proponent desires to purchase from Banker
and Banker desires to sell to Project Proponent 0.10 acres
of 404 wetland credits.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. The foregoing Recitals are incorporated into
this Agreement for Sale of Mitigation Credits and by this
reference made a part hereof.
2. Banker hereby agrees to sell to Project
Proponent and Project Proponent hereby purchases from Banker
0.10 acres of 404 wetland credits (Credits) for the purchase
price of $22,500.00 (Purchase Price), in accordance with the
terms hereof. The Purchase Price for the Credits shall be
paid by wire transfer of funds according to written
instructions by Banker to Project Proponent, or by check
payable to "California Conservation Holdings, LLC." Upon
receipt of the Purchase Price, the Banker will deliver to
Project Proponent an executed Bill of Sale in the form
attached hereto as Exhibit "B ".
3. The sale and transfer of the Credits
described herein is not intended as a sale or transfer to
Project Proponent of a security, license, lease, easement,
or possessory or non - possessory interest in real property,
nor the granting of any interest of the foregoing.
4. Project Proponent shall have no obligation
whatsoever by reason of the purchase of the compensatory
Credits, to support, pay for, monitor, report on, sustain,
continue in perpetuity, or otherwise be obligated or liable
for the success or continued expense or maintenance in
perpetuity of the Credits sold, or the Bank. As required by
law, Banker shall monitor and make reports to the
appropriate agency or agencies on the status of any
compensatory Credits sold to Project Proponent. Banker
shall be fully and completely responsible for satisfying any
and all conditions placed on the Bank or the compensatory
Credits, by all state or federal jurisdictional agencies.
Banker hereby shall indemnify Project Proponent of and from
all such liabilities and obligations.
5. The compensatory Credits sold and transferred
to Project Proponent shall be nontransferable and non -
assignable, and shall not be used as compensatory mitigation
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for any other Project or purpose, except as set forth
herein.
6. Project Proponent must deliver the Purchase
Price to Banker within 30 days of the date of this
Agreement. After the 30 -day period this Agreement shall
become null and void and Banker shall have no further
obligations hereunder.
7. Upon purchase of the compensatory Credits
specified above, Banker shall complete the payment receipt
form attached hereto as Exhibit "C "; and shall submit the
completed payment receipt to the USACE and EPA.
IN WITNESS WHEREOF, the parties have executed this
Agreement the day and year first above written.
BANKER:
WILDLANDS, INC., a Delaware corporation, as agent for Banker
By:
Mark Heintz
C00 and General Counsel
PROJECT PROPONENT:
CITY LROY
By:
Name: - T#kt>A4A'S J . 4A6C.UMC>
Its: i'fQ P(-0 1r VAAkA0 01Pr�
3
Exhibit "A"
DESCRIPTION OF PROJECT
TO BE
MITIGATED
The Farrell Avenue Bridge Crossing Project
008 -013, -014, and -012) is located in the reac]
branch of Llagas Creek, upstream and downstream
Avenue, north and west of the downtown business
City of Gilroy, Santa Clara County, California.
299185)
site (APNs: 790
zes of the west
of Farrell
district in the
(USACE File No.
The Camino Arroyo Gap Closure Project involves the
installation of a bridge pier in the middle of a creek and the
placement of a relocated outfall adjacent to the bridge site.
The project site extends across the west branch of Llagas Creek
in the City of Gilroy, Santa Clara County, California. (USACE
File No. 4003925)
F1
Exhibit "B"
Bill of Sale
Contract #PJMB -10 -04
USACE File # 29918S (Farrell Avenue Bridge Crossing)
USACE File # 4003925 (Camino Arroyo Gap Closure)
In consideration of $22,500.00, receipt of which is hereby
acknowledged, CALIFORNIA CONSERVATION HOLDINGS, LLC, a
California limited liability company (Banker), does hereby
bargain, sell and transfer to the CITY OF GILROY (Project
Proponent),0.10 acres of 404 wetland credits for the Farrell
Avenue Bridge Crossing Project and the Camino Arroyo Gap Closure
Project, in the Pajaro River Mitigation Bank in San Benito
County, California, developed, and approved by the U.S. Army
Corps of Engineers ( USACE) and the U.S. Environmental Protection
Agency, Region IX (EPA).
Banker represents and warrants that it has good title to
the credits, has good right to sell the same, and that they are
free and clear of all claims, liens, or encumbrances.
Banker covenants and agrees with the buyer to warrant and
defend the sale of the credits hereinbefore described against
all and every person and persons whomsoever lawfully claiming or
to claim the same.
DATED:
%�/7<10
Wildlands, Inc., a Delaware corporation, as agent for Banker
By:
Mark Heintz
COO and General Counsel
G
r p
Exhibit "C"
PAJARO RIVER MITIGATION BANK
WETLAND CREDITS: PAYMENT RECEIPT
PARTICIPANT INFORMATION
Name:
Address:
Telephone
Contact:
CITY OF GILROY
7351 Rosanna Street, Gilroy, CA 95020
(408) 846 -0450
Don Dey, City Project Manager
PROJECT INFORMATION
Project Description:
USACE File Number:
Habitat Affected:
Credits Required:
Payment Amount:
Project Location:
County:
Address:
PAYMENT INFORMATION
Payee:
Payer:
Farrell Ave Bridge & Camino Arroyo Gap
29918S and 4003925
Waters of the U.S.
0.10
$22,500.00
City of Gilroy
Santa Clara
n/a
CALIFORNIA CONSERVATION HOLDINGS, LLC.
CITY OF GILROY
Twenty -Two Thousand Five
Amount: Hundred and No 100ths Dollars ($22,500.00)
Method of Payment: Cash Check# 156715 Other
Name:
Title.
Date:
(Signature)
Mark Heintz
COO and General Counsel
_4V ZU1D
M: marketing\ SalesAgreement- Docs \salePJMB_GILROY
Revised: 06/10/2010
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