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2023/02/06 Land Veritas Corp. Agreement for sale of credits - Uscale File No. SPL-2017-00391-MY - CDFW File No. RIV-27016 R6Soquel Canyon Mitigation Bank 1 Exhibit F-2 Version Date: 12-14-2018 AGREEMENT FOR SALE OF CREDITS USACE FILE NO. SPL-2017-00391-MY CDFW FILE NO. RIV-27016 R6 This Agreement is entered into this day of , 2023, by and between the Land Veritas Corp. (Bank Sponsor) and the City of Menifee (Project Proponent), jointly referred to as the “Parties,” as follows: RECITALS A. The Bank Sponsor has developed the Soquel Canyon Mitigation Bank (Bank) located in San Bernardino and Orange Counties, California; and B. The Bank has been developed pursuant to a Bank Enabling Instrument entered into by and between Bank Sponsor, Land Veritas I, LLC, the U.S. Army Corps of Engineers (USACE), the U.S. Environmental Protection Agency (EPA), the Santa Ana Regional Water Quality Control Board (RWQCB), and the California Department of Fish and Wildlife (CDFW) on December 15, 2014 and is currently in good standing with these agencies; and C. 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 waters of the State thereon, and seeks to compensate for the loss of waters of the United States and waters of the State by purchasing credits from Bank Sponsor; and D. Project Proponent has been authorized by the USACE File No. SPL-2017-00391- MY and CDFW File No. RIV-27016 R6, to purchase from the Bank 0.95 acres 404 Intermittent Stream System credits, which include within them 0.95 acres 1600 Ephemeral Riparian Enhancement credits (“Credits”) upon confirmation by the Bank Sponsor of credit availability/adequate balance of credits remaining for sale; and E. Project Proponent desires to purchase from Bank Sponsor and Bank Sponsor desires to sell to Project Proponent the Credits; NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. Bank Sponsor hereby sells to Project Proponent and Project Proponent hereby purchases from Bank Sponsor Credits from the Bank for the purchase price of two hundred thirty- eight thousand dollars ($238,000). The Bank Sponsor will then deliver to Project Proponent an executed Bill of Sale in the manner and form as attached hereto and marked Exhibit “B”. The purchase price for said Credits shall be paid by cashier’s check or, at the option of Bank Sponsor, wire transfer of funds according to written instructions by Bank Sponsor to Project Proponent. 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. DocuSign Envelope ID: ACBE80D9-24A2-4A07-827C-082F3AE621B4 6th February Soquel Canyon Mitigation Bank 2 Exhibit F-2 Version Date: 12-14-2018 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. Pursuant to the BEI and any amendments thereto, 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 non-transferable 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 exercise his/her/its right to purchase the Credits within 30 days of the date of this Agreement. After the 30 day period this Agreement will be considered null and void. 6. Upon purchase of the Credits specified in paragraph 1 above, the Bank Sponsor shall submit to the parties listed in the Notices section of the BEI, copies of the: a) Agreement for Sale of Credits; b) Bill of Sale; c) Payment Receipt; and d) an updated ledger. The updated ledger must detail: i) Project Proponent; ii) Project Name; iii) Status (sale complete/sale not complete); iv) Credit Sale Date; v) Permitting Agency File/Tracking Number; vi) Total Number of Credits Authorized to Sell; vii) Total Number of Credits Sold to Date (inclusive); and viii) Balance of all Credits Available. The ledger should include all sales data from Bank Establishment Date to the present. 7. The signatures pages to this Agreement may be delivered via facsimile, electronic mail (including PDF or any other electronic signature complying with the U.S. federal ESIGN Act of 2000; e.g., DocuSign) or other transmission method, and any signature so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. [THIS SPACE INTENTIONALLY LEFT BLANK; SIGNATURES TO FOLLOW] DocuSign Envelope ID: ACBE80D9-24A2-4A07-827C-082F3AE621B4 Soquel Canyon Mitigation Bank 3 Exhibit F-2 Version Date: 12-14-2018 IN WITNESS WHEREOF, the Parties have executed this Agreement the day and year first above written. BANK SPONSOR LAND VERITAS CORP. By: _______________________________________ Date: Nathan Bello, on behalf of H. Tracey Brownfield, President PROJECT PROPONENT CITY OF MENIFEE By: ______________________________________ Date: Name: Armando G. Villa, City Manager Attest: By: ______________________________________ Date: Kay Vinson, Acting City Clerk Approved as to Form: By: ______________________________________ Date: Jeffrey T. Melching, City Attorney DocuSign Envelope ID: ACBE80D9-24A2-4A07-827C-082F3AE621B4 2/7/2023 2/7/2023 2/8/2023 2/8/2023 Soquel Canyon Mitigation Bank 4 Exhibit F-2 Version Date: 12-14-2018 EXHIBIT “A” DESCRIPTION OF PROJECT TO BE MITIGATED Name of Project: Holland Road/Interstate 215 Overcrossing Project Location: The project is located on Holland Road between Haun Road and Hanover Lane in the City of Menifee, Riverside County, California (Latitude 33.67070, longitude -117.17095) Permitting Agency(ies) File/Tracking Number: USACE File No. SPL-2017-00391-MY CDFW File No. RIV-27016 R6 Project Description: The project proposes to construct a four-lane bridge to cross over the I-215 to connect the east and west sides of Holland Road from Haun road to Hanover Lane. The project also proposes to realign Willowood Way, re-striping Hanover Lane and Albion Lane, and constructing an access road on the west side of the I-215 and relocating associated utility infrastructure. DocuSign Envelope ID: ACBE80D9-24A2-4A07-827C-082F3AE621B4 Soquel Canyon Mitigation Bank 5 Exhibit F-2 Version Date: 12-14-2018 EXHIBIT “B” BILL OF SALE USACE File No. SPL-2017-00391-MY CDFW File No. RIV-27016 R6 In consideration of $238,000, receipt of which is hereby acknowledged in the form of _________________________[Payment Type], Land Veritas Corp.(Bank Sponsor) does hereby bargain, sell and transfer to City of Menifee (Project Proponent), 0.95 acres 404 Intermittent Stream System credits, which include within them 0.95 acres 1600 Ephemeral Riparian Enhancement credits (Credits) in the Soquel Canyon Mitigation Bank in San Bernardino and Orange Counties, California, developed, and approved under the authority of the United States Army Corps of Engineers and/or California Department of Fish and Wildlife associated the Project described in Exhibit A. 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. Bank Sponsor covenants and agrees with the Project Proponent 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: ______________________________________ Land Veritas Corp. By: ___________________________________________ Nathan Bello, on behalf of H. Tracey Brownfield, President DocuSign Envelope ID: ACBE80D9-24A2-4A07-827C-082F3AE621B4 wire transfer Soquel Canyon Mitigation Bank 6 Exhibit F-2 Version Date: 12-14-2018 EXHIBIT “C” SOQUEL CANYON MITIGATION BANK PAYMENT RECEIPT PROJECT PROPONENT INFORMATION Name: City of Menifee Address: 29844 Haun Road Menifee, CA 92586 Telephone: 951-723-3722 Contact: Carlos E. Geronimo PROJECT INFORMATION Project Description: The project proposes to construct a four-lane bridge to cross over the I-215 to connect the east and west sides of Holland Road from Haun road to Hanover Lane. The project also proposes to realign Willowood Way, re-striping Hanover Lane and Albion Lane, and constructing an access road on the west side of the I-215 and relocating associated utility infrastructure. Project Location: The project is located on Holland Road between Haun Road and Hanover Lane in the City of Menifee, Riverside County, California (Latitude 33.67070, longitude -117.17095) DocuSign Envelope ID: ACBE80D9-24A2-4A07-827C-082F3AE621B4 Soquel Canyon Mitigation Bank 7 Exhibit F-2 Version Date: 12-14-2018 Agency File/Tracking Number: USACE File No. SPL-2017-00391-MY CDFW File No. RIV-27016 R6 Species/Habitat Affected: ACOE: 0.31 acre of non-wetland waters of the U.S. and 0.005 acre of wetland waters of the U.S. CDFW: 0.755 acres of streambed and associated riparian habitat. Credits to be Purchased: 0.95 acres 404 Intermittent Stream System credits, which include within them 0.95 acres 1600 Ephemeral Riparian Enhancement credits PAYMENT INFORMATION Payee: Land Veritas Corp. Payer: City of Menifee Amount: $238,000 Method of payment: Cash ___ Check No. __________ Money Order No. _________ Received by: _______________________________________ Nathan Bello, on behalf of H. Tracey Brownfield, President Date: DocuSign Envelope ID: ACBE80D9-24A2-4A07-827C-082F3AE621B4 wire transfer --- Certificate Of Completion Envelope Id: ACBE80D924A24A07827C082F3AE621B4 Status: Sent Subject: Complete with DocuSign: SCMB Sales Agreement - Menifee Holland Rd Initial Credits Source Envelope: Document Pages: 7 Signatures: 4 Envelope Originator: Certificate Pages: 5 Initials: 0 Marlene Tyner-Valencourt AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 2169-G East Francisco Blvd. San Rafael, CA 94901 tyner-valencourt@wra-ca.com IP Address: 99.117.117.185 Record Tracking Status: Original 2/6/2023 4:20:08 PM Holder: Marlene Tyner-Valencourt tyner-valencourt@wra-ca.com Location: DocuSign Signer Events Signature Timestamp Jeffrey Melching jmelching@rutan.com City Attorney Jeffrey Melching Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 76.50.165.119 Signed using mobile Sent: 2/6/2023 4:27:22 PM Viewed: 2/7/2023 8:10:09 PM Signed: 2/7/2023 8:10:27 PM Electronic Record and Signature Disclosure: Accepted: 2/7/2023 8:10:09 PM ID: 2af7b3ca-6f14-4d7d-975c-2d65265fe28c Armando Villa avilla@cityofmenifee.us City Manager City of Menifee Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 47.180.183.201 Sent: 2/7/2023 8:10:31 PM Viewed: 2/7/2023 8:33:18 PM Signed: 2/7/2023 8:34:01 PM Electronic Record and Signature Disclosure: Accepted: 2/7/2023 8:33:18 PM ID: 161de8ed-5845-4de7-a7b4-23b3ce7afb98 Kay Vinson akayvinson@cityofmenifee.us Acting City Clerk City of Menifee Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 47.180.183.201 Sent: 2/7/2023 8:34:04 PM Viewed: 2/7/2023 9:26:40 PM Signed: 2/8/2023 8:52:38 AM Electronic Record and Signature Disclosure: Accepted: 2/7/2023 9:26:40 PM ID: 502a7eb9-233f-4045-819e-944896e1d877 Nate Bello bello@wra-ca.com Principal WRA, Inc. Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 172.79.77.25 Sent: 2/8/2023 8:52:42 AM Viewed: 2/8/2023 9:57:33 AM Signed: 2/8/2023 9:57:59 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Signer Events Signature Timestamp Marlene Tyner-Valencourt tyner-valencourt@wra-ca.com Conservation Project Manager WRA, Inc. Security Level: Email, Account Authentication (None) Completed Using IP Address: 99.117.117.185 Sent: 2/8/2023 9:58:03 AM Viewed: 2/10/2023 10:48:36 AM Signed: 2/10/2023 10:48:54 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Nate Bello bello@wra-ca.com Principal WRA, Inc. 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