CITY OF SANTA ROSA’S
WETLAND MITIGATION CREDITS
PURCHASE AGREEMENT WITH TRI DEVELOPMENT SERVICES, LLC
(“AGREEMENT”)
This
“Agreement” is made as of this ____day of_______________, 2025 by and between the City of Santa Rosa, a municipal corporation ("Project Proponent"), and TRI Development Services , LLC, a California limited liability company, (“Bank Sponsor”), herein collectively referred to as “Parties.”
RECI
TALS
A. Bank
Sponsor has developed Hazel Mitigation Bank (“Bank”) located in Sonoma County, California, for the purpose of providing mitigation credits.
B. Ban k
was approved by the U.S. Army Corps of Engineers (“ACOE”), the Environmental Protection Agency, North Coast Regional Water Quality Control Board of the State of California, U.S. Fish and Wildlife Service, and the California Department of Fish and Wildlife, collectively referred to as the “Approving Agencies” on May 1, 2006.
C. Bank
Sponsor has received approval from the Approving Agencies to offer California wetland mitigation credits (“Wetland Credits”) for sale as compensation for the loss of wetland habitat type as specified in the Bank Enabling Instrument dated December 1, 2006 (“BEI”). The BEI establishes guidelines and responsibilities for the establishment, use, operation, and maintenance of the Bank-by-Bank Sponsor.
D. Pr
oject Proponent desires to purchase 0.05 acres of Wetland Credits for the Lower Colgan Creek Restoration – Phase 3 & Neighborhood Park as described in Exhibit A (“Project”), which Project will unavoidably impact wetland habitat, and Project Proponent seeks to compensate for the loss of such wetland habitat by purchasing Wetland Credits.
E. Pr
oject Proponent desires to purchase the Wetland Credits from a Bank Sponsor’s Bank as described above in accordance with the terms of this Agreement.
F. Bank
Sponsor represents to Project Proponent that the Bank was approved by the Approving Agencies , is in good standing with the Approving Agencies , has good and marketable title to the Wetland Credits, and is fully qualified to sell the Wetland C redits described herein.
G. Pr
oject Proponent has received appr oval by the Approving Agencies and any other required agencies to purchase 0.05 acres of Wetland C redits as mitigation for the Project, and the ACOE File No.: SPN-2013-00218.
H. The Par
ties have negotiated upon the terms pursuant to which Project Proponent will purchase, and Bank Sponsor will sell Wetland Credits and have reduced such terms to writing.
EXHIBIT B
AGREEMENT
NOW, THEREFORE, Project Proponent and Bank Sponsor agree as follows:
1. Project Proponent agrees to purchase from Bank Sponsor’s Bank 0.05 acres of Wetland Credits (with 1.00 Wetland Credit equivalent to 1.00 acre) at a cost of $1,200,000 (One Million Two Hundred Thousand Dollars ) per Wetland Credit at a total cost of $60,000 (Sixty Thousand Dollars). Bank Sponsor shall present an invoice to Project Proponent in the proper amount, and Project Proponent shall make payment to B ank Sponsor within thirty calendar days after receipt of invoice, at whi ch point the sale of the Wetland Credits will become final.
2. After receipt of payment, Bank Sponsor shall provide an executed “Bill of Sale” to Project Proponent in the form attached as Exhibit B and provide an executed “Payment Receipt” in the form attached as Exhibit C to the Approving Agencies , both to be provided within ten calendar days after Bank Sponsor receives payment.
3. Project Proponent shall have no obligation whatsoever by reason of the purchase of the Wetland 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 Wetland Credits sold or the Bank. Pursuant to the BEI for the Bank, Bank Sponsor shall monitor and make reports to the appropriate agency or agencies on the status of any Wetland 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 compensatory Wetland Credits by the Approving Agencies , including any further actions required by the Approving Agencies.
4. Bank Sponsor agrees not to enter into any agreement that would “over -sell” the interest in the Bank or diminish the number of Wetland Credits allocated to Project Proponent under this Agreement.
5. The purchase of Wetland Credits is not intended as a purchase 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.
6. The Wetland Credits purchased shall be non- transferable and non-assignable and shall not be used as mitigation for any other project or purpose, except as set forth herein.
7. This Agreement shall be governed, construed and enforced in accordance with the laws of the State of California. Venue of any litigation arising out of or connected with this Agreement shall lie exclusively in the State of California’s trial court located in Sonoma County, and the Bank Sponsor and Project Proponent consent to jurisdiction over their persons and over the subject matter of any such litigation in such court, and consent to service of process issued by such court.
8. Except as otherwise specifically provided in this Agreement, any notice, submittal or communication required or permitted to be served on the Bank Sponsor or the Project Proponent hereto, may be served by personal delivery to the person or the office of the person identified below. Service may also be made by mail, by placing first- class
postage affixed thereto, and addressed as indicated below, and depositing said envelope in the United States mail to:
Project Proponent
Kellen Johnston
Environmental Specialist
City of Santa Rosa
69 Stony Circle
Santa Rosa, CA 95401
Phone: (707) 543-3947
Bank Sponsor’s Agent
Harvey O. Rich
Managing Member
TRI Development Services, LLC
336 Bon Air Center - #387
Greenbrae, CA 94904
Phone: (415) 706-2540
9. Project Proponent must exercise its right to purchase within ninety calendar days after the date of this Agreement. After the ninety -day period, this Agreement will be considered null and void.
10. This Agreement may be executed in multiple identical counterparts, each of which shall be deemed an original, and the counterpart signature pages may be detached and assembled to form a single original Agreement.
PURPOSELY LEFT BLANK
BANK SPONSOR:
TRI DEVELOPMENT SERVICES, LLC
A California Limited Liability Company
Signature of Authorized Person:
By: _____________________________
Print Name: Harvey O. Rich
Title: Managing Member
Taxpayer I.D. No. ___________________
Attachments: (to be provided by Bank(s))
Exhibit A – Description of Project
Exhibit B - Bill of Sale
Exhibit C - Payment Receipt
PROJECT PROPONENT:
CITY OF SANTA ROSA
a Municipal Corporation
By: ________________________________
Name: Dan Hennessey
Title: Director of Transportation &
Public Works
APPROVED AS TO FORM:
___________________________________
Office of the City Attorney
Exhibit A
PROJECT DESCRIPTION:
• PROJECT PROPONENT: City of Santa Rosa, CA, a California Municipal Corporation • PROJECT NAME: Lower Colgan Creek Restoration Project – Phase 3 & Neighborhood Park • PROJECT LOCATION: Colgan Creek Flood Control Channel
• ASSESSOR’S PARCEL NUMBERS: 043-122-007, 043-122-017, 043-122-015, 043-135-002 • SERVICE’S FILE NUMBER: TBD
• CORPS’ FILE NUMBER: SPN-2013-00218
• RWQCB’S FILE NUMBERS: WDID 1B25023WNSO
• CDFW’S FILE NUMBER: 2081-2024-055-03
Exhibit B
Hazel Preserve, LLC
336 Bon Air Center - Box 232, Greenbrae, CA 94904
(415) 472-1086
BILL OF SALE
Buyer: City of Santa Rosa, CA – Santa Rosa Water – Environmental Services – Storm Water & Creeks Type and Amount of Credits: 0.05 Acres of Wetland Credits Project Name: Lower Colgan Creek Restoration Project – Phase 3 & Neighborhood Park Project Assessor’s Parcel Numbers: 043-122-007, 043-122-017, 043-122-015, 043-135-002 Contract Date:
Service File Number: TBD
Army Corps Number: SPN-2013-00218
RWQCB Number: WDID-1B25023WNSO
CDFW: 2081-2024-055-03
In consideration of $60,000 (Sixty Thousand Dollars), receipt of which is hereby acknowledged, Hazel Preserve, LLC, a California Limited Liability Company, does hereby bargain, sell and transfer to City of Santa Rosa, a California Municipal Corporation, herein referred to as “Buyer,” 0.05 acres of wetland credits in the Hazel Mitigation Bank, in Sonoma County, California, developed and approved by the U.S. Fish and Wildlife Service and the California Department of Fish and Wildlife (“Wetland Credits”).
Hazel Preserve, LLC represents and warrants that it has good title to the Wetland Credits, has good right to sell the same, and that they are free and clear of all claims, liens, or encumbrances.
Hazel Preserve, LLC covenants and agrees with the Buyer to warrant and defend the sale of the Wetland Credits herein before described against all and every person and persons whomsoever lawfully claiming or to claim the same.
DATED: _________________________
Hazel Preserve, LLC
A California Limited Liability Company
By: ______________________________
Harvey O. Rich
Its: Managing Member
Exhibit C
Hazel Preserve, LLC
336 Bon Air Center - Box 232
Greenbrae, CA 94904
(415) 472-1086
PAYMENT RECIEPT
BANK: Hazel Mitigation Bank
PAYMENT RECEIPT: 0.05 acres of Wetland Credits
PARTICIPANT INFORMATION:
Name: City of Santa Rosa, a California Municipal Corporation Address: 69 Stony Circle, Santa Rosa, CA 95401
Telephone: 707-543-3919
Contacts: Steve Brady, Senior Environmental Specialist
PROJECT INFORMATION:
Project Description: Lower Colgan Creek Restoration Project Phase 3 – and Neighborhood Park Army Corps File Number: SPN-2013-00218
Service Number: TBD
RWQCB Number: WDID 1B25023WNSO
CDFW: 2081-2024-055-03
Species/Habitat Affected: seasonal wetlands
Credits Purchased: 0.05 Acres of Wetland Credits
Payment Amount: $ 60,000 (Sixty Thousand Dollars)
Project Location: Colgan Creek between Boron Avenue and Dutton Meadow, Santa Rosa, CA 95407 County: Sonoma County
Assessor’s Parcel Numbers: 043-122-007, 043-122-017, 043-122-015, 043-135-002 PAYMENT INFORMATION:
Payee: Hazel Preserve, LLC, a California Limited Liability Company Payor: City of Santa Rosa, a California Municipal Corporation Amount: $ 60,000 (Sixty Thousand Dollars)
Method of Payment: Check in Exchange for Bill of Sale and Payment Receipt RECEIVED:
Hazel Preserve, LLC,
A California Limited Liability Company
By:
Harvey O. Rich
Its: Managing Member
Date: