2023/08/24 EIP III Credit Co., LLC Riverpark Mitigation Bank Credit Reservation Agreement
Page 1
Riverpark
Mitigation Bank
RIVERPARK MITIGATION BANK
CREDIT RESERVATION AGREEMENT
This Reservation Agreement (“Agreement”) is made and entered into this ___ day of
______, 2023 (“Effective Date”) by and between EIP III CREDIT CO., LLC, a Delaware limited
liability company (“Bank Sponsor”) and CITY OF MENIFEE, a Municipal Corporation (Project
Proponent), jointly referred to as the “Parties,” as follows:
1. INTRODUCTION.
1.1. Riverpark Mitigation Bank. The Riverpark Mitigation Bank (“Mitigation
Bank” or “Bank”) has been authorized by the Army Corps of Engineers, Los Angeles District
(“Corps”), United States Fish and Wildlife Service (“USFWS”), California Regional Water
Quality Control Board, Region 8 (“RWQCB”) and the California Department of Fish and Wildlife
(“CDFW”), collectively the Interagency Review Team, or “IRT”, pursuant to a Mitigation Bank
Enabling Instrument (“BEI”) that was fully executed on October 25, 2019, to operate as a
mitigation bank with credits (“Credits”) available for sale. The Credits consist of Waters of the
U.S., Waters of the State, and Covered Habitat Credits.
1.2. Project Proponent. Project Proponent is seeking to implement the Holland
Road/Interstate 215 Overcrossing project (“Project”) located within Riverside County,
California, which may impact jurisdictional waters, wildlife, and/or habitat values, and seeks to
reserve Credits from the Mitigation Bank to compensate for the loss. Project Proponent alone shall
be responsible for obtaining the approval of the applicable agencies to mitigate the impacts of its
Project(s). In that regard, Bank Sponsor has made no, and makes no, representation, warranty, or
guaranty that the applicable agencies will approve the Mitigation Bank as suitable mitigation for
the Project.
1.3. Purpose. The purpose of this Agreement is to grant Project Proponent an
exclusive right to purchase 0.38 re-establishment CDFW mitigation Credit and 0.39 rehabilitation
CDFW mitigation Credit from the Bank.
1.4. Purchase and Sale Agreements. Bank Sponsor and Project Proponent shall
execute a Purchase and Sale Agreement (“Exhibit A”) to provide the Project Proponent with the
required Credit amounts indicated in Section 2 below. This form of Purchase and Sale Agreement
is as required by the Riverpark Bank Enabling Instrument, and this transaction shall be reported
by the Bank Sponsor to the regulatory agencies in accordance with the Riverpark Bank Enabling
Instrument.
DocuSign Envelope ID: 4A5775F0-DC52-49AB-A338-1E4E700C6552DocuSign Envelope ID: DD94C906-AD7A-4B3B-8A1E-7560DB3A53A7
August 24, 2023 | 1:52 PM PDT
Page 2
1.5. Effective Date. The effective date (“Effective Date”) of this Agreement
shall be the date that a duly executed copy of this Agreement is entered into by both Parties as
indicated by the date entered above and equal to the date of the last signature provided on Page 5
of this Agreement.
2. RESERVATION. Upon execution of this Agreement and delivery of the
Reservation Payment (defined below), Bank Sponsor hereby grants Project Proponent an exclusive
right (the “Reservation”) to purchase 0.38 re-establishment CDFW mitigation Credit and 0.39
rehabilitation CDFW mitigation Credit from the Bank when they become available as provided
for in Section 2.2. Project Proponent must exercise his/her/its right to reserve the Credits and
provide the Reservation Payment by August 31, 2023.
2.1. Reservation Term. The term (“Reservation Term”) of the Reservation shall
commence on the Effective Date and, unless sooner terminated as provided herein, shall end March
31, 2024.
2.2. Exercise. The Reservation shall be exercised by executing the Agreement
for Sale of Credits, which is attached as Exhibit A. Such exercise and payment of the remaining
Purchase Price balance must be made within 14 days of Bank Sponsor providing notice to Project
Proponent that the IRT has released a sufficient number of Credits to satisfy the Reservation and
all Credits reserved for other project proponents as of the Effective Date (“Credit Release Notice”).
3. PURCHASE AND SALE. If Project Proponent exercises the Reservation, Bank
Sponsor shall sell, and Project Proponent shall buy, the Credits on the terms and conditions as set
forth below and in the Agreement for Sale of Credits (Exhibit A).
3.1. Purchase Price. The purchase price (“Purchase Price”) shall be an amount
equal to Three Hundred Twenty-seven Thousand Two Hundred Fifty dollars ($327,250.00), which
is based upon Four Hundred Twenty-five Thousand dollars ($425,000.00) per Credit.
3.2. Project Proponent shall provide payment of Thirty-two Thousand Seven
Hundred Twenty-five dollars ($32,725.00), which is 10% of the total Purchase Price (“Reservation
Payment”), in accordance with Section 2, above. The Reservation Payment is nonrefundable
except as described in Section 3.3 below. The remaining Purchase Price balance, $ 294,525.00,
must be made within 14 days of Bank Sponsor providing Credit Release Notice to Project
Proponent. Upon Credit Release Notice, should Project Proponent fail to exercise his/her right to
purchase the total number of Credits reserved (i.e., partial purchase), at the election of the Bank
Sponsor this reservation may be declared terminated and the Reservation Payment shall remain
nonrefundable.
3.3 Refund and Credit Release Requests. If Bank Sponsor receives the full
amount of the Reservation Payment in accordance with the Provisions of Section 3.1 but does not
provide Project Proponent the Credit Release Notice by the end of the Reservation Term, then
Bank Sponsor would, at the election of the Project Proponent, either: (a) extend the Agreement, or
(b) refund to the Project Proponent the Reservation Payment.
DocuSign Envelope ID: 4A5775F0-DC52-49AB-A338-1E4E700C6552DocuSign Envelope ID: DD94C906-AD7A-4B3B-8A1E-7560DB3A53A7
Page 3
3.4. Termination. If Bank Sponsor has not received the Reservation Payment by
August 31, 2023, Bank Sponsor shall automatically be released from its obligation to reserve the
Credits for Project Proponent, and Project Proponent shall have no further right to any of the
Credits from Bank Sponsor.
In the event of a termination under this Section 3.4, the Parties shall have no further rights or
obligations with respect to each other.
4. LIMITATION OF OBLIGATIONS, RIGHTS OF PROJECT PROPONENT.
4.1. Limitation of Obligations. Project Proponent shall have no obligation
whatsoever by reason of the use of the Mitigation Bank, 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 that site.
4.2. Limitation of Rights. Nothing in this Agreement shall result in Project
Proponent having any right, title, or interest in the Mitigation Bank greater than that specifically
granted by this Agreement. Project Proponent’s sole right shall be to purchase Credits from the
Bank Sponsor that serve as the required mitigation for the Project.
4.3. Joint Use. Bank Sponsor shall reserve the Credits for the sole use of the
Project Proponent. This reservation shall in no way restrain Bank Sponsor from selling mitigation
values or credits at the Mitigation Bank to others, so long as the aggregate number of mitigation
values or credits sold to all parties, including Project Proponent, does not exceed the aggregate
number of mitigation values or credits that are either anticipated in future credit releases or
authorized for sale.
4.4. Project Approvals. Project Proponent alone shall be responsible for
obtaining the approval of the applicable agencies to mitigate the impacts of the Project with the
Mitigation Bank. In that regard, neither Bank Sponsor nor the Bank make any representation,
warranty, or guaranty that the applicable agencies will approve the Mitigation Bank as suitable
mitigation for the Project. Notwithstanding the foregoing, Bank Sponsor shall reasonably
cooperate with Project Proponent's efforts to obtain applicable agencies’ approval for use of the
Credits by providing information required by applicable agencies and executing documents
required by the applicable agencies. Bank Sponsor shall not be obligated to bear any cost greater
than a nominal expense or incur any additional liability in connection with such cooperation.
4.5. Limitations on Assignment; Transfer. Project Proponent acknowledges that
Bank Sponsor is not willing to sell mitigation values or the Credits which could be resold in
competition with the remaining mitigation values or Credits available for sale within the Mitigation
Bank. This Reservation Agreement applies solely to the Project and cannot be transferred to
another project.
5. MISCELLANEOUS PROVISIONS
5.1. Notices. Any notices, requests, demands, or other communications required
or permitted to be given under this Agreement shall be in writing and shall be deemed to have been
duly given on the date of service if served personally (FedEx and similar services shall be
DocuSign Envelope ID: 4A5775F0-DC52-49AB-A338-1E4E700C6552DocuSign Envelope ID: DD94C906-AD7A-4B3B-8A1E-7560DB3A53A7
Page 4
considered to be personal service) or by telephone facsimile or other electronic transmission
(provided that the sender of a telephone facsimile or other electronic transmission has received a
return receipt signed by the Party so notified, or has other written evidence of receipt), and upon
the second business day after mailing, if mailed to the Party to whom notice is to be given, by first-
class mail, registered or certified, postage prepaid, return receipt requested, and properly addressed
as follows:
Bank Sponsor:
Joseph Williams
EIP III Credit Co., LLC
5550 Newbury Street, Suite B
Baltimore, MD 21209
Telephone: (410) 982-0240
Email: joe@ecosystempartners.com
Project Proponent:
Mr. Carlos Geronimo
City of Menifee
29844 Haun Road
Menifee, CA 92586,
Telephone: (951) 672-6777
Email: cgeronimo@cityofmenifee.us
Any Party may change its address for purposes of this section by giving the other Party written
notice of the new address in the manner set forth above.
5.2. Modification. No waiver, alteration, modification, or termination of this
Agreement shall be valid unless made in writing.
5.3. Payments. Any and all obligations of the Project Proponent under this
Agreement, whether financial or otherwise, shall be payable solely from the revenues, income,
rents, and receipts earned by the Project Proponent. Nothing herein shall be deemed to prevent
the Project Proponent from making any payments from any other legally available source. The
financial obligations of the Project Proponent payable after the current fiscal year are contingent
upon funds for that purpose being appropriated, budgeted, and otherwise made available.
5.4. Jurisdiction. The Parties hereby consent to the exclusive jurisdiction of
Riverside County, California in any action on a claim arising out of, under or in connection with
this Agreement or the transactions contemplated by this Agreement. Each Party further agrees that
personal jurisdiction over him or her may be effected by service of process by registered or
certified mail addressed as provided in Section 5.1 of this Agreement, and that when so made shall
be as if served upon him or her personally within the State of California.
5.5. Non-Binding Mediation. In the event that the Parties are unable to resolve
any differences concerning the terms of this Agreement, the Parties agree to participate in
nonbinding mediation concerning such differences prior to the commencement of litigation.
DocuSign Envelope ID: 4A5775F0-DC52-49AB-A338-1E4E700C6552DocuSign Envelope ID: DD94C906-AD7A-4B3B-8A1E-7560DB3A53A7
Page 5
5.6. Governmental Immunity and Limitations. No term or condition of this
Agreement shall be construed or interpreted as a waiver, expressed or implied, of any of the
immunities, rights, benefits, protections, or other provisions of the California Constitution or the
Federal Tort Claims Act, 28 U.S.C. §§ 1346(b) and 2671 et seq., as applicable now and hereafter
amended.
5.7. Interpretation; Entire Agreement. The headings or captions to the sections
of this Agreement are not a part of the Agreement and shall have no effect upon the construction
or interpretation of any part thereof. This Agreement sets forth the entire understanding between
the Parties as to the subject matter of the Agreement and merges all prior discussions, negotiations,
letters of understanding, or other promises, whether oral or in writing.
5.8. Attorneys' Fees. In the event any of the Parties shall commence legal
proceedings for the purpose of enforcing any provision or condition hereof, or by reason of any
breach arising under the provisions hereof, then the prevailing Party in such proceeding shall be
entitled to court costs and reasonable attorneys' fees. Without limiting the generality of the
foregoing, the prevailing Party shall be entitled to recover its attorneys' fees and other legal
expenses incurred in connection with a bankruptcy or other insolvency-related proceeding of the
other Party (and including such fees and expenses incurred in efforts, whether successful or not,
to obtain adequate protection, annulment, modification, or termination of the automatic stay).
IN WITNESS WHEREOF, the Parties have executed this Credit Reservation Agreement
as of the Effective Date.
BANK SPONSOR
EIP III CREDIT CO., LLC, a Delaware
limited liability company
By: ________________________________
Name: Joseph Williams
Its: Assistant Director of Markets
Date: _______________________
PROJECT PROPONENT
CITY OF MENIFEE, a Municipal
Corporation
By: ________________________________
Name: Armando G. Villa
Its: City Manager
Date: _________________________
DocuSign Envelope ID: 4A5775F0-DC52-49AB-A338-1E4E700C6552
8/23/2023
DocuSign Envelope ID: DD94C906-AD7A-4B3B-8A1E-7560DB3A53A7
August 24, 2023 | 1:52 PM PDT
Page 6
EXHIBIT A
DRAFT CREDIT PURCHASE AND SALE AGREEMENT TEMPLATE
DocuSign Envelope ID: 4A5775F0-DC52-49AB-A338-1E4E700C6552DocuSign Envelope ID: DD94C906-AD7A-4B3B-8A1E-7560DB3A53A7
Riverpark
Mitigation Bank
AGREEMENT FOR SALE OF CREDITS
This Agreement is entered into this ____ day of _________, 2023, by and between EIP
III CREDIT CO., LLC, a Delaware limited liability company (Bank Sponsor) and CITY
OF MENIFEE, a Municipal Corporation (Project Proponent), jointly referred to as the
“Parties,” as follows:
RECITALS
A. The Bank Sponsor has developed the Riverpark Mitigation Bank (Bank)
located in Riverside County, California; and
B. The Bank has been developed pursuant to a Bank Enabling Instrument
(BEI) entered into by and between Bank Sponsor, the Los Angeles District of the U.S.
Army Corps of Engineers (USACE) (File No. SPL-2015-00318), United States Fish and
Wildlife Service (USFWS), the California Regional Water Quality Control Board,
Region 8 (Regional Water Boards), and the California Department of Fish and Wildlife
(CDFW) (Tracking No. 1798-2015-01-R6), on December 17, 2019, and
C. Project Proponent is seeking to implement the project descri bed on Exhibit
“A” attached hereto (Project), which would unavoidably and adversely impact Riverine
Wetland, and seeks to compensate for the loss of Riverine Wetland by purchasing Credits
from Bank Sponsor; and
D. Project Proponent has been authorized by Holland Road/Interstate 215
Project DBESP to purchase from the Bank 0.38 re-establishment CDFW mitigation
Credit, and 0.39 rehabilitation CDFW mitigation Credit; and CDFW: RIV-27016 R6 to
purchase from the Bank 0.02 re-establishment CDFW mitigation Credit (which is a subset
of the RCA/MSHCP 0.38 re-establishment CDFW mitigation Credit and 0.39
rehabilitation CDFW mitigation Credit and not in addition to the 0.38 re-establishment
CDFW mitigation Credit and 0.39 rehabilitation CDFW mitigation Credit), upon
confirmation by the Bank Sponsor of Credit availability/adequate balance of Credits
remaining for Transfer; and
E. Project Proponent desires to purchase from Bank Sponsor and Bank
Sponsor desires to sell to Project Proponent 0.38 re-establishment CDFW mitigation
Credit and 0.39 rehabilitation CDFW mitigation Credit;
DocuSign Envelope ID: 4A5775F0-DC52-49AB-A338-1E4E700C6552DocuSign Envelope ID: DD94C906-AD7A-4B3B-8A1E-7560DB3A53A7
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. Bank Sponsor hereby sells to Project Proponent and Project Proponent
hereby purchases from Bank Sponsor 0.38 re-establishment CDFW mitigation Credit and
0.39 rehabilitation CDFW mitigation Credit. The Bank Sponsor will upon receipt of the
Purchase Price 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 ACH payment or wire transfer of funds according to written instructions
provided by Bank Sponsor to Project Proponent.
2. The sale and transfer herein are 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. 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-
refundable, non-transferable and non-assignable to any project other than the one listed
herein 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 14 days of the date this Agreement is provided to the Project Proponent. Without
Bank Sponsor approval, after the 14-day period this Agreement will be considered null
and void.
6. Upon purchase of the Credits specified in Recital D 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); vii) Total Number of Credits Authorized to Sell; viii) Total
Number of Credits Sold to Date (inclusive); and ix) Balance of all Credits Available. The
ledger should include all sales data from bank establishment to the present.
DocuSign Envelope ID: 4A5775F0-DC52-49AB-A338-1E4E700C6552DocuSign Envelope ID: DD94C906-AD7A-4B3B-8A1E-7560DB3A53A7
IN WITNESS WHEREOF, the Parties have executed this Agreement the day and year
first above written.
BANK SPONSOR
EIP III CREDIT CO., LLC, a Delaware limited liability company
By: ___________________________________
Name: Joseph Williams
Its: Assistant Director of Markets
PROJECT PROPONENT
CITY OF MENIFEE, a Municipal Corporation
By: ____________________________________
Name: Armando G. Villa
Its: City Manager
DocuSign Envelope ID: 4A5775F0-DC52-49AB-A338-1E4E700C6552DocuSign Envelope ID: DD94C906-AD7A-4B3B-8A1E-7560DB3A53A7
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 Agencies File/Tracking Number:
CDFW File No. RIV-27016 R6
Holland Road/Interstate 215 Project DBESP
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.
Species/Habitat Affected:
Credits to be Purchased:
0.38 re-establishment
0.39 rehabilitation
Method of payment:
Wire Transfer X ACH Payment
DocuSign Envelope ID: 4A5775F0-DC52-49AB-A338-1E4E700C6552DocuSign Envelope ID: DD94C906-AD7A-4B3B-8A1E-7560DB3A53A7
“Exhibit B”
BILL OF SALE
Riverpark Mitigation Bank
Contract # 23__-RP
Permitting Agency File/Tracking Nos. CDFW: RIV-27016 R6 and Holland
Road/Interstate 215 Project DBESP.
In consideration of $327,250.00, receipt of which is hereby acknowledged, EIP
III Credit Co., LLC (Bank Sponsor), does hereby bargain, sell and transfer to CITY OF
MENIFEE (Project Proponent), for the Holland Road/Interstate 215 Overcrossing
project, 0.38 re-establishment CDFW mitigation Credit and 0.39 rehabilitation CDFW
mitigation Credit in the Riverpark Mitigation Bank in Riverside County, California,
developed, and approved under the authority of the Los Angeles District of the U.S.
Army Corps of Engineers (USACE), United States Fish and Wildlife Service (USFWS),
the California Regional Water Quality Control Board, Region 8 (Regional Water
Boards), and the California Department of Fish and Wildlife (CDFW), as mitigation for
the Project described in Attachment 1.
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: ______________________________________
EIP III CREDIT CO., LLC, a Delaware limited liability company
By: ___________________________________
Name: Joseph Williams
Its: Assistant Director of Markets
DocuSign Envelope ID: 4A5775F0-DC52-49AB-A338-1E4E700C6552DocuSign Envelope ID: DD94C906-AD7A-4B3B-8A1E-7560DB3A53A7
Attachment 1
Riverpark Mitigation Bank
WETLAND CREDITS: PAYMENT RECEIPT
PROJECT PROPONENT INFORMATION
Name:
City of Menifee
Address:
29844 Haun Road
Menifee, CA 92586
Telephone: (951) 672-6777
Fax: (951) 679-3843
Contact:
Carlos Geronimo
Email cgeronimo@cityofmenifee.us
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)
Agency File/Tracking Number(s):
CDFW File No. RIV-27016 R6
RWQCB: Waived
RCA/MSHCP
DocuSign Envelope ID: 4A5775F0-DC52-49AB-A338-1E4E700C6552DocuSign Envelope ID: DD94C906-AD7A-4B3B-8A1E-7560DB3A53A7
Species/Habitat Affected:
Credits to be Purchased:
0.38 re-establishment
0.39 rehabilitation
DocuSign Envelope ID: 4A5775F0-DC52-49AB-A338-1E4E700C6552DocuSign Envelope ID: DD94C906-AD7A-4B3B-8A1E-7560DB3A53A7