2023/02/06 Land Veritas Corp. AGREEMENT FOR SALE OF CREDITS USACE 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
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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
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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
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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
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