HomeMy WebLinkAboutWILDLANDS SLR HOLDINGS I, LLC; 2024-05-15;AGREEMENT FOR SALE OF MITIGATION CREDITS
SAN LUIS REY MITIGATION BANK
USACE RGP 63 File No. SPL-2024-00147-MER RWQCB File No. R9-2024-0052:893548
This Agreement is made and entered into this \ fjl'.l day of M, � � , 2024 by andbetween WILD LANDS SLR HOLDINGS I, LLC, a Delaware limited liabilty company ("Bank Sponsor") and the CITY OF CARLSBAD, a California charter city ("Project Proponent"), as follows:
RECITALS
A.Bank Sponsor has developed the San Luis Rey Mitigation Bank ("Bank") locatedin San Diego County, California; and
B.The Bank has been developed pursuant to a Bank Enabling Instrument enteredinto by and between Bank Sponsor, United States Army Corps of Engineers ("USA CE"), and California Department of Fish and Wildlife ("CDFW"); and
C.Bank Sponsor has received the approval of the USA CE and CDFW to operate theBank as a mitigation bank with wetland waters of the United States/State credits, waters of the United States/State credits and buffer credits for sale as compensation for the loss of waters of
the United States, waters of the State and/or State jurisdictional habitats; and
D.Project Proponent implemented the project described on Exhibit "A" attached
hereto ("Project"), which unavoidably and adversely impacted waters of the United States and/or waters of the State thereon, and seeks to compensate for such impacts by purchasing compensatory credits from Bank Sponsor; and
E.Project Proponent has been authorized by USA CE under Regional GeneralPermit ("RGP") No. RGP 63 (File No. SPL-2024-00147-MER) and by Regional Water Quality Control Board ("RWQCB") enrollment under Water Quality Order No. 2023-0095-DWQ (File No. R9-2024-0052:893548) to purchase from Bank Sponsor 1.88 acres of establishment and/or
re-establishment mitigation credits to compensate for impacts to waters of the U.S.; and
F.Project Proponent desires to purchase from Bank Sponsor and Bank Sponsordesires to sell to Project Proponent 1.88 acres of total credits at Bank comprised of 0.4 7 acre of Re-established River: Wetland Waters of the U.S./State credits and 1.41 acres of Re-established
Floodplain: Waters of the U.S./State credits (collectively, the "Credits").
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NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1.Bank Sponsor hereby agrees to sell to Project Proponent and Project Proponent
hereby agrees to purchase from Bank Sponsor 1.88 Credits for the purchase price of
$1,222,000.00 (“Purchase Price”). The Purchase Price for said Credits shall be paid by wire
transfer of funds according to written instructions by Bank Sponsor to Project Proponent, or by
check payable to “Wildlands SLR Holdings I, LLC.” Upon receipt of the Purchase Price, Bank
Sponsor will deliver to Project Proponent an executed Bill of Sale in the form attached hereto as
Exhibit “B.”
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. As required by law, 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 nontransferable 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 deliver the Purchase Price to Bank Sponsor within 30
days of the date of this Agreement. After the 30-day period, this Agreement will be considered
null and void and Bank Sponsor shall have no further obligations hereunder.
[signatures on following page]
IN WITNESS WHEREOF, the parties have executed this Agreement the day and yearfirst above written.BANK SPONSOR:
WILDLANDS SLR HOLDINGS I, LLC, a Delaware limited liability companyBy: 4Name: Yttr£:�-i Title: MA-�Date: M11A1 I 12ollj
PROJECT PROPONENT:
CITY OF CARLSBAD, a California chartercityBy: t� Name: � &\ r;\o.e,��(n Title: M A.. ':Jo{Date: �j \ry 11,6v1 APPROVED AS TO FORM: CIN . McMAHON, City Attorney�Jv
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Exhibit “A”
DESCRIPTION OF PROJECT
TO BE
MITIGATED
The Project includes the discharge of dredged material associated with the removal of a
total of up to 17,860 cubic yards of accumulated sediment, debris, and vegetation within a total
of approximately 1.88 acres (1,000 linear feet) of non-wetland waters of the U.S., Buena Vista
Creek, in order to alleviate the immediate emergency situation.
The Project is located immediately east of South Vista Way to approximately 250 feet
east of El Camino Real, in the city of Carlsbad, San Diego County, California (Latitude:
33.1807, Longitude: -117.3265).
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Exhibit “B”
BILL OF SALE
Contract # SLRMB-24-___
USACE RGP 63 File No. SPL-2024-00147-MER
RWQCB File No. R9-2024-0052:893548
In consideration of $1,222,000.00, receipt of which is hereby acknowledged,
WILDLANDS SLR HOLDINGS I, LLC, a Delaware limited liability company (“Bank
Sponsor”) does hereby bargain, sell and transfer to the CITY OF CARLSBAD, a California
charter city (“Project Proponent”), 1.88 acres of total credits comprised of 0.47 acre of Re-
established River: Wetland Waters of the U.S./State credits and 1.41 acres of Re-established
Floodplain: Waters of the U.S./State credits (collectively, the “Credits”) for the 2024 Buena
Vista Creek Emergency Channel Maintenance Project, in the San Luis Rey Mitigation Bank in
San Diego County, California, developed and approved under the authority of the United States
Army Corps of Engineers and California Department of Fish and Wildlife.
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.
DATED: _______________________________________
WILDLANDS SLR HOLDINGS I, LLC, a Delaware limited liability company
By: _________________________________________
Name:
Its:
M:marketing\Agreement\ saleSLR_Carlsbad BVC Emergency 1.88
Revised: 4/25/2024