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1 AGREEMENT FOR SALE OF MITIGATION CREDITS
SAN LUIS REY MITIGATION BANK
USACE File No. SPL-2017-00772-LOB
RWQCB File No. R9-2019-0226
This Agreement is made and entered into this day of ___________, 2023 by and between WILDLANDS SLR HOLDINGS I, LLC, a Delaware limited liability company (“Bank Sponsor”) and CITY OF SAN CLEMENTE, a municipal corporation (“Project Proponent”) as follows:
RECITALS
A. Bank Sponsor has developed the San Luis Rey Mitigation Bank (“Bank”) located in San Diego County, California; and
B. The Bank has been developed pursuant to a Bank Enabling Instrument entered into by and between Bank Sponsor, United States Army Corps of Engineers (“USACE”), and California Department of Fish and Wildlife (“CDFW”); and C. Bank Sponsor has received the approval of the USACE and CDFW to operate the Bank as a mitigation bank with wetland waters of the United States/State credits, waters of the United States/State credits and buffer credits for sale as compensation for the loss of waters of the United States, waters of the State and/or State jurisdictional habitats; and D. Project Proponent is seeking to implement the project described on Exhibit “A” attached hereto (“Project”), which would unavoidably and adversely impact waters of the United States and/or waters of the State thereon, and seeks to compensate for such impacts by purchasing compensatory credits from Bank Sponsor; and
E. Project Proponent has received authorization under Regional Water Quality Control Board (“RWQCB”) Section 401 Water Quality Certification No. R9-2019-0226 to purchase 0.04 acre of Re-established River: Wetland Waters of the U.S./State credits from the Bank; and
F. Project Proponent desires to purchase from Bank Sponsor and Bank Sponsor desires to sell to Project Proponent 0.04 acre of Re-established River: Wetland Waters of the U.S./State credits from the Bank.
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. Bank Sponsor hereby agrees to sell to Project Proponent and Project Proponent hereby agrees to purchase from Bank Sponsor 0.04 acre of Re-established River: Wetland Waters of the U.S./State credits (the “Credits”) for the purchase price of $24,600.00 (“Purchase Price”). The Purchase Price for said Credits shall be paid by wire transfer of funds according to written instructions by Bank Sponsor to Project Proponent, or by check payable to “Wildlands Attachment 4
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2 SLR Holdings I, LLC.” Upon receipt of the Purchase Price, Bank Sponsor will deliver to Project Proponent an executed Bill of Sale in the form attached hereto as Exhibit “B.”
2. The sale and transfer 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.
3. Project Proponent shall have no obligation whatsoever by reason of the purchase of the 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, Bank Sponsor shall monitor and make reports to the appropriate agency or agencies on the status of any Credits sold to Project Proponent. Bank Sponsor shall be fully and completely responsible for satisfying any and all conditions placed on the Bank or the Credits, by all state or federal jurisdictional agencies.
4. The Credits sold and transferred to Project Proponent shall be nontransferable and non-assignable, and shall not be used as compensatory mitigation for any other Project or purpose, except as set forth herein.
5. Project Proponent must deliver the Purchase Price to Bank Sponsor within 30 days of the date of this Agreement. After the 30-day period this Agreement will be considered null and void and Bank Sponsor shall have no further obligations hereunder.
IN WITNESS WHEREOF, the parties have executed this Agreement the day and year first above written.
BANK SPONSOR: PROJECT PROPONENT:
WILDLANDS SLR HOLDINGS I, LLC,
a Delaware limited liability company
By:__________________________
Name:________________________
Title: ________________________
Date:_________________________
CITY OF SAN CLEMENTE, a municipal
corporation
By:__________________________
Name:________________________
Title: ________________________
Date:_________________________
APPROVED AS TO FORM: BEST
BEST & KRIEGER
____________________________
City Attorney
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3 Exhibit “A”
DESCRIPTION OF PROJECT
TO BE
MITIGATED
The Project proposes to install a concrete cutoff wall and gabion stream bank armoring system, relocate the existing earthen channel, and relocate a public trail. Permanent stream channel impacts will be mitigated through the purchase of 0.04 acre of re-established riverine wetland credits from the San Luis Rey Mitigation Bank in Oceanside, CA. The Project is located within the City of San Clemente, Orange County, California at the southwest end of the Plaza de la Playa cul-de-sac. The Project center reading is located at latitude 33.407555 and longitude - 117.60831.
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4 Exhibit “B”
BILL OF SALE
Contract # SLRMB-23-___
USACE File No. SPL-2017-00772-LOB
RWQCB File No. R9-2019-0226
In consideration of $24,600.00, receipt of which is hereby acknowledged, WILDLANDS SLR HOLDINGS I, LLC, a Delaware limited liability company (“Bank Sponsor”) does hereby bargain, sell and transfer to CITY OF SAN CLEMENTE, a municipal corporation (“Project Proponent”) 0.04 acre of Re-established River: Wetland Waters of the U.S./State (riparian reestablishment) credits for the Montalvo Canyon Erosion Repair Project, in the San Luis Rey Mitigation Bank in San Diego County, California, developed and approved under the authority of the United States Army Corps of Engineers and California Department of Fish and Wildlife.
Bank Sponsor 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.
DATED: _______________________________________
WILDLANDS SLR HOLDINGS I, LLC, a Delaware limited liability company By: _________________________________________
Name:
Its:
M:marketing\Agreement\ saleSLR_Montalvo Canyon
Revised: 1/24/2023