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HomeMy WebLinkAboutTech-Bilt Inc; 1999-05-24;- Agreement Cover Sheet Please fill out section A and send this form with documents attached to the City Clerk for routing. Once the documents are fully executed, they will be returned with this form. When a purchase request is submitted, section B of this form should be completed and this form should be sent to Purchasing along with a copy of the fully executed document. SECTION A Aareement TvDe (check one) J - Extension - Ratification Amendment and Extension Aareement Reauirements (initial all items received)/ tJ/A Proposals Received * Sole Source @& Insurance flA Corporate Resolution a Conflict of Interest Oriainal Aareement Data Date of original agreement Term of original agreement April 30, 1999 Person with authority to renew N/A Number of allowable extensions N/A Length of allowable extensions N/A Dollar amount of original agreement $22,800 Aareement Processed By Name: SherrVMike Bock Dept. PW-Eng Ext. 4427 SECTION B Account Number Purchase Requisition number 4307000906035931900 Other purchase order numbers associated with original agreement, extensions and/or amendments ** Please attach copv of document CONSERVATION CREDIT PURCHASE AGREEMENT AND ACKNOWLEDGMENT CONSERVATION CREDIT PURCHASE AGREEMENT AND ACKNOWLEDGMENT THIS CONSERVATION CREDIT PURCHASE AGREEMENT AND ACKNOWLEDGMENT (“Agreement”) is entered into this 24tlday of May , 1999 by and between Tech-Bilt, Inc., (“Seller”) and the City of Carlsbad (“Purchaser”). A. Pursuant to that certain Manchester Avenue Conservation Bank Implementation Agreement (the “Imnlementation Agreement”) dated September 30, 1997 by and among Seller, as “Property Owner”, The California Department of Fish and Game (“CDFG”), and The United States Fish and Wildlife Service (“USFWS”) (CDFG and USFWS are referred to collectively hereinafter the “Wildlife Aaencies”), the Wildlife Agencies have acknowledged the creation of the Manchester Avenue Conservation Bank (the “Conservation Bank”) and the right of Seller to sell southern maritime chaparral and multispecies “Conservation Credits” as provided further therein. B. Purchaser desires to mitigate the loss of certain natural habitat values on real property located in San Diego County California commonly known as Faraday Avenue (the “Purchaser’s Prooertv”). C. Purchaser has agreed to purchase from Seller, and Seller has agreed to sell to Purchaser 1.2 multispecies Conservation Credits (the “Conveyed Credits”) from the Conservation Bank on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the agreements and acknowledgments set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Purchaser hereby agree and acknowledge as follows: 1. The purchase price for the Conveyed Credits shall be $22,800.00 (the “Purchase Price”). 2. Purchaser has deposited with Seller, or shall deposit with Seller on or before June 30, 1999 (the “Closing Date”), immediately available funds in the amount of $22,800.00. 3. Upon satisfaction of the conditions set forth in Paragraph 2 above, Seller shall execute and deliver to Purchaser the Acknowledgment of Sale of Conservation Credits attached hereto as Exhibit A. The Purchaser shall have no further obligation to pay monies or otherwise participate in the maintenance of the Conservation Bank. 4. Purchaser acknowledges and agrees that: (a) the purchase and sale of the Conveyed Credits shall be made on an “AS IS, WHERE IS, WITH ALL FAULTS” basis as provided for in the Implementation Agreement; and (b) no representations or warranties have been made or are made and no responsibility has been or is assumed by Seller or by any officer, agent, affiliate, or representative acting or purporting to act on behalf of Seller as to: (i) the conservation value of the property conveyed to the Wildlife Agencies in establishing the Conservation Bank, (ii) the Purchase Agreement Manchester Avenue Conservation Bank Page 1 of 4 v.32699 conservation value or mitigation requirements of the Purchaser’s Property, (iii) the acceptance of the Conveyed Credits by the Wildlife Agencies or any other governmental agency as mitigation for the loss of habitat values associated with the Purchaser’s Property, or (iv) any other fact or circumstance which might affect the Conservation Bank, the Purchaser’s Property, or the Conveyed Credits. 5. Purchaser acknowledges and agrees that the purchase and sale of the Conveyed Credits shall be made with the Purchaser having no further responsibilities for the Property as described in the Implementation Agreement. 6. Time is of the essence in this Agreement. In the event the conditions set forth in Paragraphs 2 and 3 above have not been satisfied by the Closing Date, at Seller’s election in its sole and absolute discretion, upon written notice to Purchaser, this Agreement shall terminate and neither party shall have any further obligations hereunder except as provided in Paragraph 8 below. 7. Seller and Purchaser each represent to the other that it has not had any contract, agreement, or dealings regarding the Conveyed Credits with, nor any communication in connection with the subject matter of this transaction through, any consultant, broker, agent, finder, or other person who can claim a right to a consultant fee, commission or finder’s fee in connection with the sale contemplated herein, other than the Seller’s consulting contract with McCollum Associates (“McCollum”). The Seller shall be solely responsible for any consulting fee owed to McCollum and agrees to indemnify, defend and hold Buyer harmless with respect thereto. In the event that any other consultant, broker or finder perfects a claim for a consultant fee or commission or finder’s fee based upon any such contract, agreement, dealings or communication, the party through whom such claim is made shall be solely responsible for and shall indemnify, defend, and hold harmless the other party from and against said commission or fee and all costs and expenses (including without limitation reasonable attorneys’ fees) incurred by the other party in defending against such claim. The provisions of this Section 8 shall survive the termination of this Agreement. 8. Purchaser and Seller agree that all understandings and agreements heretofore made between them or their respective agents or representatives are merged in this Agreement and the Exhibits attached hereto, and alone fully and completely express their agreement with respect to the subject matter hereof and supersede all prior agreements and understandings between the parties relating to such subject matter. Purchaser and Seller further agree that Purchaser has no responsibilities or obligations whatsoever regarding the “Conservation Credits” except as are expressly stated in this Agreement. 9. All deposits and any notice required or permitted to be made or given under this Agreement shall be made and delivered to the parties at the addresses set forth below each party’s respective signature. All notices shall be in writing and shall be deemed to have been given when delivered by courier, when transmitted by facsimile (upon confirmation of successfully completed transmission), or upon the expiration of two (2) business days after the date of deposit of such notice in the United States mail, registered or certified mail, postage prepaid, return Purchase Agreement Manchester Avenue Conservation Bank Page 2 of 4 v.32699 receipt required. 10. This Agreement shall be governed and construed in accordance with the laws of the State of California. In the event a dispute arises concerning the meaning or interpretation of any provision of this Agreement, or in the event of any litigation arising out of or related to this Agreement, the party not prevailing in such dispute or litigation shall pay any and all costs and expenses incurred by the other party in establishing or defending its rights hereunder, including, without limitation, court costs and reasonable attorneys’ fees. 11. This Agreement may be executed and delivered in any number of counterparts, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument. Purchase Agreement Manchester Avenue Conservation Bank Page 3 of 4 v.32699 State of California County of San Diego On dUI 97 Me) &a-ld /tJcmBw (&lame, Title of Offtcerj personally appeared (Namew of SigneM) 86, ersonally known to me -OR - 0 (proved to me on the basis of satisfactory evidence) to be the person Y? whose name Y is/M subscribed to the within instrument and acknowledged to me that helehefthq executed the same in his/h&their authorized capacityw, and that by hi&he&Mr signature@ on the instrument the person@), or entii upon behalf of which the person@@ acted, executed the instrument. WITNESS my hand and official seal RANDEE HAWB Chrhssim # 1209921 Notary Public - Califcrnk (This area for official notary seal) Tile or Type of Document Date of Document Signer(s) other than named above No. of Pages WHEREUPON, this Agreement has been executed as of the date first-above written. SELLER: TECH-BILT, Inc., By: Name: Its: By: Name: Its: TECH-BILT, Inc. P.O. Box 80036 San Diego, CA 92138 Attention: Mr. Ted Tchang Fax No. (619) 223-2865 PURCHASER: Name: Ra&ond R. Patchett Its: City Manager, Carlsbad CITY OF CARLSBAD 2075 Las Palmas Drive Carlsbad, CA 92009- 1576 Attention: Ms. Sherri Howard Fax No. (760) 43 l-5769 Phone No. (760) 438-l 161 x4427 Purchase Agreement Manchester Avenue Conservation Bank Page 4 of 4 v.32699 ,/l- t(-YY .I'HU 1:zij rM FWb '4 FAX NO, 760 431 5902 P. 2 F 4 US Fish & Wildlife Service CA Dept. of Fish & Game Carlsbad Field Office 1416 Ninth Street / 2730 Loker Avenue, West PO Box 944209 Carlsbad, CA 92008 i (760) 43 l-9440 7 FAX (760) 43 l-9624 F Sacramento, CA, 94244-2090 (916) 653-9767 FAX (916) 653-2588 Ms. Sherri Howard Associate Engineer City of Carlsbad 2075 Las Palmas Drive Carlsbad, California 92009 APR 0 6 1999 Subject: Habitat Loss Permit for the Faraday Avenue Extension; CDP 98-39; Carlsbad Project No. 3593 Dear Ms. Howard: The U.S. Fish and Wildlife Service (Service) and California Department of Fish and Game (Department), hereafter collectively referred to as the Wildlife Agencies, have completed their review of a proposed amendment to the existing Habitat Loss Permit (HLP) for the Faraday Avenue Extension project which was approved by the Wildlife Agencies in our letter dated January 20, 1999. Faraday Avenue is located in the northwest quadrant of the City of Carlsbad (City), south and east of Agua Hedionda Lagoon, north of Macario Canyon and Palomar Airport Road, and west of El Camino Real. ‘I’he project would extend existing Faraday Avenue approximately 5,400 linear feet from its westerly terminus to connect with future Cannon Road. With the exception of a small portion of privately-owned land at the western end of the proposed project area, the 72-foot wide right-of-way for the road is under City ownership and identified as open space in the City’s General Plan (1994). Faraday Avenue has been designed to be a “split” roadway which will result in a linear and vertical separation of the two 26-foot wide travel lanes in several locations. Construction is anticipated to commence in July 1999 and be completed by December 1999. A design error was identified during the bidding process for project construction. Actual construction of this road will result in directs impact to an additional 0.6 acre of coastal sage scrub, bringing the total direct impact to 6.1 acres. The Negative Declaration prepared for this project addressed both the City’s allocation. Based upon our review of the information discussed above, thx Wildlife Agencies have determined that this request to amend the HLP for the Faraday Avenue Extension project is consistent with the interim coastal sage scrub loss criteria established in the NCCP Conservation Guidelines. We, therefore, concur with its issuance, noting that all other terms and conditions of the original HLP still are applicable. d'k- 8-93 'iHU ii35 PM FWS l’Ah NV. IbU 431 3YUL r. J Ms. Sherri Howard 2 Please note that this habitat loss permit only allows for the direct loss of 6.1 acres of coastal.sage scrub associated with the Faraday Avenue Extension and expires within one year of Wildlife Agency concurrence. The additional acreage of coastal sage scrub impact and preservation sho$d be submitted to SANDAG for their use in the regional tracking system. Please provide us with copies of any notification regarding the expiration of this permit. If you have any questions regarding the contents of this letter, please contact Julie Vanderwier (Service) at (760) 43 l-9440 or David Lawhead (Department) at (619) 467-42 11. Sincerely, William E. Tippets U.S. Fish and Wildlife Service Habitat Conservation Supervisor California Department of Fish and Game cc: Christer Westman, City of Carlsbad Don Rideout, City of Carlsbad David Lawhead, CDFG #lb6-98-CA-029 c f- 5 s L 4s FMW 2 61 1999 ENGriYEEalNe DEPARTMENT March 26,1999 Ms. Sherri Howard City of Carlsbad 2075 Las Palmas Drive Carlsbad, CA 92009- 1567 RE: Manchester Avenue Conservation Credits Purchase (CSS) Dear Ms. Howard: Regarding your request to purchase 1.2 multispecies conservation credits at Manchester Avenue Conservation Bank at $19,000 per credit, to satisfy certain mitigation requirements for wildlife impacts at the Faraday Avenue project, the following are the terms and conditions to complete the transaction. Upon execution of the attached purchase agreement, please remit to Tech-Bilt, Inc. 1 Check to the parties and in the amounts specified below to: Bv Mail: Mr. Ted Tchang Tech-Bilt, Inc. P.O. Box 80036 San Diego, CA 92 138 OR BY Overnight Exnress Mr. Ted Tchang Tech-Bilt, Inc. 3575 Kenyon Street, 2nd Floor San Diego, CA 92 110 (619) 223-1663 Tech-Bilt, Inc. 1.2 credit(s) @ $19,000.00 = $ 22,800.OO Total due on final close of sale $ 22,800.OO Upon receipt of the above funds, Tech-Bilt, Inc. will forward to the Center for Natural Lands Management funds necessary to cover the endowment account contribution for 1.2 credits. Please also complete and forward to Mr. Tchang the Conservation Credit Purchase Agreement and Acknowledgment form, inclosed. I, ,; .,, .‘I j- ,.I,. ;. ,’ f , -, .-; ;. , ,,,; J, -.- ‘, -,’ $.-,I’ i-‘:!; ,,j .::; ,/, -.: / - ~,;- I!.:.,’ 5 .-, ,I’-. :I.- , = Ms. Sherri Howard March 26, 1999 Page 2 Upon receipt of the specified funds, you will receive a signed copy of Exhibit A, Acknowledgment of Sale of Conservation Credits, from Tech-Bilt, Inc.. This receipt will provide evidence to the wildlife agencies that you satisfied that portion of the mitigation requirements you negotiated with the agencies. Thank you for your interest in Manchester Avenue Conservation Bank. Please call me if you have questions. Mi f hael McCollum attachment: Conservation Credit Purchase Agreement and Acknowledgment (2 originals) cc: Mr. Ted Tchang, Tech-Bilt, Inc. / via fax CITY OF CARLSBAD - AGENDA BILL iB# ‘4, 54 3 m: AUTHORIZATION TO PURCHASE 6.2 ACRES OF MITIGATION CREDITS FOR HTG. 2rn3l98 CANNON ROAD WEST I PROJECT NO. 3184 DEPT. PW RECOMMENDED ACTION: MGRa CITY Adopt Resolution No. 9% $7 authorizing the purchase of 6.2 acres of mitigation credits for Cannon Road West, Project No. 3184, from the Manchester Avenue Mitigation Bank. ITEM EXPLANATION: With the ‘construction of the Cannon Road West Improvement Project, the U. S. Fish and Wildlife Service and California Department of Fish and Game are requiring the City to purchase 6.2 acres of southern maritime chaparral mitigation credits as required by the section 4d Interim Habitat Take Permit. These credits are available from the Manchester Avenue Mitigation Bank at a cost of $215984.60. Funds to purchase the credits are available in the Cannon Road West project account. This is not a purchase of land in fee title so there is no property appraisal. The price of $34,833.00 per acre credit ($215964.60 for 6.2 acre credits) is consistent with what other entities have paid for similar mitigation credits. The per acre credit cost includes a $1566.00 endowment deposit which is paid to the State of California Center for Natural Lands Management,The mitigation credits that are available from the Manchester Avenue Conservation Bank are part of the Whelan Ranch Conservation Bank in the City of Encinitas. It is operated by Tech-Bilt, Inc. The area from which the credits will be purchased consists of a large area of land set aside for endangered species. Agencies “buy. credits to mitigate the habitat area lost through development. Alternatives to purchasing credits in a land bank would be for the City to find and buy property or use City property to set aside in open space for endangered species. The process to find and qualify land would be lengthy and more costly than purchasing credits in land established and acceptable to Federal and State agencies for mitigation purchases. Staffs recommended action to City Council is as follows: I City Council authorize the purchase of 6.2 acres of mitigation credits from the Manchester Avenue Conservation Bank at a cost of $215964.60. I Authorize the Mayor to execute an agreement with Tech-Bilt, Inc.. owner of the Manchester Avenue Conservation Bank. ENVIRONMENTAL: The acquisition of land for wildlife conservation purposes is a categorical exemption per Section 15313 of the CEQA guidelines. FISCAL IMPACT: TOTAL APPROPRIATIONS TO DATE Expenditures to Date Contractual Obligations Mitigation Credit Purchase Additional Estimated Costs to 6/30/98 TOTAL ESTIMATED COSTS TO 6130198 ESTIMATED REMAINING BALANCE 6/30/98 $5,418,137 $1,994,538 $1,695,699 $215,965 $1,166,441 $5,072,643 . $345,494 Funds to purchase the 6.2 acres of mitigation credits at a cost of $215,964.60 are available and have been appropriated in the project account. Page 2 of Agenda Bill No. EXHIBITS: 1. Resolution No. 98 -dt3 auth ofizing the purchase of mitigation credits for Cannon Road west. 2. Conservation Credit Purchase Agreement and Acknowledgment. 3. Project Location Map. 4. Manchester Avenue Conservation Bank Location Map. ;j 4 . . 1 II 2 3 4 5 6 7 6 9 10 11 12 13 14 15 16 RESOLUTION NO. 98-27 A RESOLUTION OF THE CITY COUNCIL OF THE CRY OF CARLSBAD, CALIFORNIA, AUTHORIZING THE PURCHASE OF MITIGATION CREDITS FOR CANNON ROAD WEST. PROJECT NO. 3164. WHEREAS, the City Council of the City of Cartsbad, California has previously found it necessary and in the public interest to construct improvements known as Cannon Road West; and WHEREAS, such construction will result in an impact to 3.1 acres of southern maritime chaparral vegetation which requires mitigation; and WHEREAS, the United States Fish and Wildlife Service and California Department of Fish and Game require mitigation at a ratio of 2:l for a total of 6.2 acres as a condition of the Section 4d Interim Habitat Take Permit; and WHEREAS, the City of Carlsbad is required to mitigate this impact by purchasing acreage in an off-site area of southern maritime chaparral or other habitat which is acceptable to Federal and State agencies; and WHEREAS, the acquisition of land for wildlife conservation purposes is categorically exempt from environmental review per Section 15313 of the CEQA Guidelines; and 17 16 WHEREAS, the Manchester Avenue Conservation Bank has been accepted by Federal and State agencies for mitigation purposes. 19 20 NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows: 21 1. That the above recitations are true and correct. 22 2. That the City Council of the City of Carlsbad, California, authorizes the purchase of 23 6.2 acres of mitigation credits from the Manchester Avenue Consecration Bank. 25 Ill That the City Council of the City of Carlsbad, California authorizes the Mayor to execute the agreement with Tech-Bilt, Inc., attached hereto as Exhibit “A” and made a part hereof, for said purchase. PASSED, APPROVED AND ADOPTED at a regular meeting of the Carlsbad City Council held on the 3rd day of February 9 1998 by the following vote, to wit: Council Members Lewis, Finnila, Nygaard, Kulchia, and Hall . (SEAL) . CONSERVATION CREDIT PURCHASE AGREEMENT AND ACKNOWLEDGMENT THIS CONSERVATION CREDIT PURCHASE AGREEMENT AND ACKNOWLEDGMENT (“Agreement”) is entered into this day of , 1998 by and between Tech-B& Inc., (“Seller”) and the City of Carlsbad (“Purchaser”). A. Pursuant to that cerbh Manchester Avenue Conservation Bank Implementation Agreement (the “Imnlementation Agreement”) dated September 30,1997 by and among Seller, as “Property Owner”, The California Department of Fish and Game (“CDFG”), and The United States Fish and Wildlife Service (‘(USFWS”) (CDFG and USFWS are referred to collectively hereinafter the “Wildlife Agencies”), the Wildlife Agencies have acknowledged the creation of the Manchester Avenue Conservation Bank (the “Conservation Bank”) and the right of Seller to sell southern maritime chaparral and multispecies “Conservation Credits” as provided further therein. B. Purchaser desires to mitigate the loss of certain natural habitat values on real property located in San Diego County California commonly known as Cannon Road Alignment (the “Purchasefs Pronertv”). C. Purchaser has agreed to purchase from Seller, and Seller has agreed to sell to Purchaser 6.2 southern maritime chaparral Conservation Credits (the “Conveyed Credits”) loom the Conservation Bank on the terms and conditions set forth herein. NOW, THEREFORE, in consideration of the agreements and acknowledgments set forth herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Seller and Purchaser hereby agree and acknowledge as follows: 1. The purchase price for the Conveyed Credits shall be $215,964.60 (the “Purchase Price”). 2. Purchaser has deposited with the Center for Natural Lands Management (the “Center”), or shall deposit with the Center on or before March 1, 1998 (the “Closine Date”), immediately available funds in the amount of $9,709.20 (the “Endowment Deposit”), and Seller has received, or shall receive prior to the Closing Date, the Center’s written acknowledgment of its receipt of the Endowment Deposit in the form attached hereto as Exhibit A (“Endowment Denosit Receint”). The Endowment Deposit is a one-time payment. ThePurchaser shall have no further obligation to pay monies or otherwise participate in the maintenance of the Conservation Bank. 3. Purchaser has deposited with Seller, or shall deposit with Seller on or before the Closing Date, immediately available funds in the amount of $206,255.40. 4. Upon satisfaction of the conditions set forth in Paragraphs 2 and 3 above, Seller shall execute and deliver to Purchaser the Acknowledgment of Sale of Conservation Credits attached PanhsseAgrccmcnt Manchcstu Avenue Consuvatioa Bank Page 1 of4 v.91697 hereto as Exhibit B. 5. Purchaser acknowledges and agrees that: (a) the purchase and sale of the Conveyed Credits shall be made on an “AS IS, WHERE IS, WITH ALL FAULTS” basis as provided for in the Implementation Agreement; and (b) no representations or warranties have been made or are made and no responsibility has been or is assumed by Seller or by any officer, agent, affiliate, or representative acting or purporting to act on behalf of Seller as to: (i) the conservation value of the property conveyed to the Wildlife Agencies in establishing the Conservation Bank, (ii) the conservation value or mitigation requirements of the Purchaser’s Property, (iii) the acceptance of tbe Conveyed Credits by the Wildlife Agencies or any other governmental agency as mitigation for the loss of habitat values associated with the Purchaser’s Property, or (iv) any other fact or circumstance which might affect the Conservation Bank, the Purchaser’s Property, or the Conveyed Credits. 6. Purchaser acknowledges and agrees that the purchase and sale of the Conveyed Credits shall be made with the Purchaser having no further responsibilities for the Property as described in the Implementation Agreement. 7. Time is of the essence in this Agreement. In the event the conditions set forth in Paragraphs 2 and 3 above have not been satisfied by the Closing Date, at Seller’s election in its sole and absolute discretion, upon written notice to Purchaser, this Agreement shall terminate and neither party shall have any further obligations hereunder except as provided in Paragraph 8 below. 8. Seller and Purchaser each represent to the other that it has not had any contract, agreement, or dealings regarding the Conveyed Credits with, nor any communication in connection with the subject matter of this transaction through, any consultant, broker, agent, finder, or other person who can claim a right to a consultant fee, commission or finders fee in connection with the sale contemplated herein, other than the Seller’s consulting contract with McCollum Associates (“McCollum”). The Seller shall be solely responsible for any consulting fee owed to McCollum and agrees to indemnify, defend and hold Buyer harmless with respect thereto. In the event that any other consultant, broker or finder perfects a claim for a consultant fee or commission or finder’s fee based upon any such contract, agreement, dealings or communication, the party through whom such claim is made shall be solely responsible for and shall indemnify, defend, and hold harmless the other party from and against said commission or fee and all costs and expenses (including without limitation reasonable attorneys’ fees) incurred by the other party in defending against such claim. The provisions of this Section 8 shall survive the termination of this Agreement. 9. Purchaser and Seller agree that all understandings and agreements heretofore made between them or their respective agents or representatives are merged in this Agreement and the Exhibits attached hereto, and alone fully and completely express their agreement with respect to the subject matter hereof and supersede all prior agreements and understandings between the parties relating to such subject matter. Purchaser and Sdler further agree that Purchaser has no PurcharcAgrcffncnt Meachcstcr Avenue Cwrvatiw Bmk Pagc2of4 v.91697 responsibilities or obligations whatsoever regarding the “Conservation Credits” except as are expressly stated in this Agreement. 10. All deposits, except the Endowment Deposit, and any notice required or permitted to be made or given under this Agreement shall be made and delivered to the parties at the addresses set forth below each party’s respective signature. All notices shall be in writing and shall be deemed to have been given when delivered by courier, when transmitted by facsimile (upon confkmation of successfully completed transmission), or upon the expiration of two (2) business days after the date of deposit of such notice in the United States mail, registered or certified mail, postage prepaid, return receipt required. 11. This Agreement shall be governed and construed in accordance with the laws of the State of California. In the event a dispute arises concerning the meaning or interpretation of any provision of this Agreement, or in the event of any litigation arising out of or related to this Agreement, the party not prevailing in such dispute or litigation shall pay any and all costs and expenses incurred by the other party in establishing or defending its rights hereunder, including, without limitation, court costs and reasonable attorneys’ fees. 12. This Agreement may be executed and delivered in any number of counter-pa&, each of which so executed and delivered shall be deemed to be an original and all of which shall constitute one and the same instrument. Purbie Agreement Man- Avenue Conservation Bank Page 3 of 4 v.91697 WHEREUPON, this Agreement has been executed as of the date first-above written. SELLER: TECH-BILT, Inc., By: Name: Its: By: Name: Its: TECH-BILT, Inc. P.O. Box 80036 San Diego, CA 92138 Attention: Mr. Ted Tchang Fax No. (619) 223-2865 PURCHASER Name: Claude A. Lewis Its: Mayor City of Carlsbad 2075 Las Pahnas Drive Carlsbad, CA 92009 Attention: Mr. Michael Bock Fax No. (760) 438-0894 PurchscAgrtantnt hbncbcsta Avenue Cmsavation Bank Pagc4of4 v.91697 LOCATION MAP NO7 TO SCALE ‘ROJECT NAME 3.1 ACRE AREA OF PROJECT EXHIBIT SOUTHERN MARITIME CHAPARRAL NUMBER 3184 3 LOCATION MAP ‘ROJECT NAME CANNON ROAD WEST PROJECT EXHIBIT MANCHESTER A VHVUE CONSERVA T/ON BANK NUMBER 3184 4 , @ 1q w \ AGENDA BILL ROUTING COVER SHEET Agenda Bill Title: AUTHORIZATItiN TO PURCHASE 6.2 ACRES OF MITIGATION CREDITS FOR CANNON ROAD WEST PROJECT NO. 3184 Requested Council Meeting Date: 2/3/98 Initiator: s. HOWARD Department: ENG Phone #: 4427 0 Public Hearing Noticing Requirement Days IXI City Attorney IXI Finance Department 0 Other 0 Ron Ball IXI HELGA STOVER 0 0 Rich Rudolf 0 0 (x1 Jane Mobaldi Cl 0 0 N/A 0 N/A 0 N/A FINAL APPROVAL PROCESS Initials J Department Head Comment: J Leadership Team Member Comment: r, SUBMIT TO CITY MANAGER’S SECRETARY FOR CONTINUATION ( Financial Management Director Comment: / City Attorney Comment: City Manager Comment: J City Clerk for Processing Comment: . CONFORMED AGENDA 68 Copy Sent To: Date: 45/w