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Home My WebLink AboutContract 41887 (2)CITY SECRETARY CONTRACTNO. ' I } CREDIT SALES AGREEMENT This Credit Sales Agreement (the "Agreement") is entered into by and between Trinity River Mitigation Bank, L.P., a Texas limited partnership ("TRMB"), and City of Fort Worth, a municipal corporation (the "Purchaser"). RECITALS: A. Pursuant to that certain Mitigation Banking Instrument Agreement dated April, 2001 (the "MBI") between, among others, Wetland Partners, L.P., a Texas limited partnership ("Wetland Partners"), as the sponsor, West Fork Partners, L.P., a Texas limited partnership ("West Fork") and the U.S. Army Corps of Engineers ("USACE"), Wetland Partners, as Sponsor of the Bank, and West Fork established the Trinity River Mitigation Bank under Permit Number 199800370 (the "Bank"). B. TRMB is the successor in interest to West Fork's rights under the MBI, although West Fork remains the owner of the surface of real property subject to the MBI. C. Pursuant to the terms of the MBI, TRMB and Wetland Partners, as Sponsor of the Bank, intend to develop, restore, enhance, create and preserve wetlands, open water and riparian habitat on certain real property described in the MBI in exchange for mitigation bank credits authorized by USACE (the "Credits"). D. The Purchaser is developing certain real property, and in conjunction with such development, USACE has required that the Purchaser provide off -site wetland mitigation to compensate for impacts to USACE jurisdictional wetlands. E. The Purchaser desires to purchase one and eight -tenths (1.8) Credits to satisfy the Purchaser's mitigation obligation. AGREEMENT: NOW, THEREFORE, for good and valuable consideration described in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Purchaser and TRMB agree as follows: 1. Sale of the Credits. TRMB hereby agrees to sell and assign, and does hereby sell, assign, transfer and convey to the Purchaser, and the Purchaser hereby agrees to purchase and accept, and does hereby purchase, accept, acquire and receive from TRMB, one and eight - tenths (1.8) Credits. 2. Payment for Credits. In consideration of the delivery of the Credits, the Purchaser agrees to pay to TRMB the sum of Nine Thousand Dollars and No/100 ($9,000) per Credit (1.0) purchased, or Sixteen Thousand Two Hundred Dollars and No/100 ($16,200) for all of the Credits (1.8) purchased pursuarn— greement. OFFICOAL P 3. Representations. (a) Representations of TRMB. TRMB represents to the Purchaser the following: (i) TRMB is a Texas limited partnership, duly formed and validly existing; (ii) the Credits are free and clear of all liens, pledges, security interests or other encumbrances other than those imposed by the MBI (iii) TRMB has duly taken all action necessary to authorize its execution and delivery of this Agreement and to authorize the consummation and performance of the transactions contemplated by this Agreement; and (iv) this Agreement, and all other agreements executed in connection with this Agreement, are the legal, valid and binding obligations of TRMB, enforceable in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar laws of general application relating to the enforcement of creditors' rights. (v) The Bank is operated, and will continue to be operated, in accordance with all applicable USACE laws, regulations, orders, permit requirements, agreements and guidance, including, without limitation, the MBI and Permit Number 199800370. Other than as expressly set forth above, TRMB does not make any representations or warranties to Purchaser, including, without limitation, the suitability of the Credits or whether or not the Credits will satisfy, in whole or part, any mitigation obligation of the Purchaser. (b) Representations of Purchaser. The Purchaser represents to TRMB the following: (i) the Purchaser is a municipal corporation, duly formed and validly existing; (ii) the Purchaser has duly taken all action necessary to authorize its execution and delivery of this Agreement and to authorize the consummation and performance of the transactions contemplated by this Agreement; and (iii) this Agreement, and all other agreements executed in connection with this Agreement, are the legal, valid and binding obligations of the Purchaser, enforceable in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency or similar laws of general application relating to the enforcement of creditors' rights Other than as expressly set forth above, Purchaser does not make any representations or warranties to TRMB 4. Confidentiality. The Purchaser shall keep absolutely confidential the existence of this Agreement, its terms, and all information regarding the MBI, TRMB, the Credits and the Bank that the Purchaser learned, was provided or was otherwise disclosed to Purchaser in connection with the negotiation, execution and consummation of this Agreement, except for the disclosure of those items that are already in the public domain, where disclosure is otherwise required by law, or the disclosure is approved by TRMB in writing. 5. Notices. Notices or other communications under this Agreement by either party to the other shall be given or delivered sufficiently if they are in writing and are delivered personally, or are dispatched by registered or certified mail, postage pre -paid, or facsimile, addressed or delivered to the other party as set forth on the signature pages to this Agreement 6. Binding Agreement; Assignment This Agreement, and its benefits and obligations, shall inure to and bind the respective heirs, executors, administrators, successors and assigns of the parties hereto. This Agreement may not be assigned by TRMB or the Purchaser without the written consent of the other. 7. Restriction on Recordation Neither this Agreement nor any notice, memorandum nor notation thereof shall be recorded or disclosed by TRMB or the Purchaser in any public records or in any document made public. Notwithstanding the provision above, all parties recognize and agree that the Purchaser is a home rule municipality organized under the laws of the State of Texas and subject to open records laws and regulations. This provision shall not require Purchaser to provide TRMB with advance notice of any action to comply with such laws and regulations. Furthermore, all parties recognize and agree that the Fort Worth City Secretary is the official repository of all City of Fort Worth records and contracts of which the public may request disclosure Pursuant to official policy this Agreement shall be filed with the City Secretary and made available for public disclosure in accordance with applicable laws. 8. Attorney's Fees. If there is a dispute between the Purchaser and TRMB under this Agreement, the prevailing party shall be entitled to recover all costs incurred, including reasonable attorney's fees, paralegal s fees and appellate and post judgment proceedings and all costs thereof. 9. Final Agreement This Agreement embodies the whole agreement of the Purchaser and TRMB. This Agreement shall supersede all previous communications, discussions, representations, advertisements, proposals or agreements either verbal or written, between the Purchaser and TRMB not otherwise contained in this Agreement 10 Captions. The captions in this Agreement are included for convenience only and shall be given no legal effect whatsoever. 3 11. Modification This Agreement may not be modified except by written instrument executed by both the Purchaser and TRMB 12. Choice of Laws: Venue. This Agreement shall be governed by the laws of the State of Texas, and the venue for all disputes with respect to this Agreement shall be in Dallas, Dallas County, Texas. 13. Partial Invalidity. Should any part of this Agreement be rendered void, invalid or unenforceable by any court of law for any reason, such a determination shall not render void, invalid or unenforceable any other part of this Agreement, provided, however, that the parties receive the full consideration bargained for hereunder. 14. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall constitute an original, and all of which shall constitute one and the same agreement. [the remainder of this page intentionally left blank] IN WITNESS WHEREOF, the Purchaser and TRMB have executed this Agreement effective for all purposes as of the ILZ day of _.S , 2011. Attested by: Marty kiendrixCi Secretary • jP'Q000QOQO4 00O YA 9113) 0,004 Z F'' 0 00 o 4,d 00000- /` tti, ens crece -•enamkoselzre APPROVED AS TO FORM AND LEGALITY: NO M&C REQUIRED TRINITY RIVER MITIGATION BANK, L.P. a Texas limited partnership By: Wetland Partners, L.P. Its: General Partner By: WF Investments, Inc. Its: General Partner By: allace L. Hall, Jr. Its: President Address: 5956 Sherry Lane, Suite 1810 Dallas, Texas 75225 Telephone: 214/891-0920 Facsimile: 214/891-9855 THE PURCHASER: City of Fort Worth a municipal corporation Fernando Costa Assistant City Manager Address: 1000 Throckmorton Street, 2nd Floor Fort Worth, TX 76116 Telephone: 817-3 92-6122 Facsimile: 817-392-8092 i FFIU kEC RD (I f� T SECRETL fund Appropriation Requests Page 1 of 2 t iti General __ General Fund Appropriation Requests Project Number: 00997 Project Name: Summer Creek Rd - Risinger to McPherson Title: FAR-00006 - Mitigation Bank and Cleanup Record Number: FAR-00006 Amount Requested: 29,400.00 Fund Appropriation Request Internal FAR Type: Fund Appr_opriatiomRequesLlnf_or_mation Creator: Pat Buckley Status: Pending_Further_Info Creation Date: 06/04/2011 05:25 PM Local (GMT-6) Target Completion Date: 06/07/2011 05:00 PM Local (GMT-6) Effective Date: 06/07/2011 05:00 PM Local (GMT-6) Data Type Code: 2 Remarks: Adjusting funding to the right accounts. Funding Mitigation bank agreements for $$29,400.00 Explanation: Comments: We are purchasing from two mitigation banks, Wetlands Management, LP ($13200.00) and Trinity River Mitgation Bank ($16,200.00) credits for distribuing wint1nnrlc fnr thic nrnjert. Theca \Alill he rhagerl to fnrle 41 - Land nnctc, \A/n arp also adjusting funding to existing accounts. Journal Voucher Information M&C Required?: No M&C Number: M&C Date: Journal Voucher Required?: Yes Description 3 (Journal Voucher No.): 1 Task Details From: To: Cc: Sent For: Malena Doty 2 Review Workflow Progress Task Due Date: Not Applicable Task Status: View Only Task Notes (0) Step Name 1 Creation 2 Review Assignee Company Pat Buckley CFW Malena Doty CFW 4 Funding Review 2 Review Status Completed Action Send Closed Send Suzie Wagner CFW Malena Doty CFW Completed Not Started Send Back Completion Date 06/04/2011 05:25 PM Local (GMT-6) 06/07/2011 02:20 PM Local (GMT -pi 06/09/2011 10:33 AM Local (GMT-6) r= Line Item 7 Item(s) t 1 1 1 1 1 1 https://u24.skire.com/bp/studio/print/open?id=22419&model=ufar&process_id=1191955&... 6/13/2011 Fund Appropriation Requests Page 2 of 2 001 No. FBS Code Funding FAC Short Description Description 2 WBS Code Total Amount WBS FAC Original FAC BONDS- 2008CIP- STREET- 007 STR E ET- C204-23-20- 485208- 201239990100 BONDS- 2008C I P- STR E ET- 006 STR E ET- C204-23-20- 485208- 201239990100 BONDS- 2008CIP- STR E ET- 005 STREET- C204-23-20- 485208- 201239990100 BONDS- 2008C I P- STREET- 004 STR E ET- C204-23-20- 485208- 201239990100 BONDS- 2008C I P- STREET- 003 STR E ET- C204-23-20- 485208- 201239990100 BONDS- 2008CIP- STR E ET- 002 STREET- C204-23-20- 485208- 201239990100 BONDS- 2008C I P- STREET- STR E ET- C204-23-20- 485208- 201239990100 C204-485208- Utility 201239990100 Coordination City C204-485208- City Utility 201239990100 Cost C204-485208- Preliminary 201239990100 Survey Consultant C204-485208- Land 201239990100 Negotiations City Staff C204-485208- Design City 201239990100 Staff C204-485208- Design 201239990100 TPW Salaries C204-485208- ROW ? 201239990100 Land Costs A- STR E ET- STREET- 23-73- 20- 531350- C204 A- STREET- STR E ET- 23-72- 20- 541200- C204 A- STR E ET- STR E ET- 23-51- 20- 531200- C204 A- STR E ET- STREET- 23-42- 20- 531350- C204 A- STREET- STREET- 23-30- 20- 531350- C204 A- STREET- STR E ET- 23-30- 20- 511010- C204 A- STR E ET- STR E ET- 23-41- 20- 541100- C 204 4,000.00 0204-531350- 206230099771 -10, 000.00 0204-541200- 206230099771 -25, 000.00 C204-531200- 206230099751 6,000.00 C204-531350- 206230099742 33,0OO.Op C204-531350- 206230099730 -8,000.00 0204-511010- 206230099730 29,400.00 C204-541100- 206230099741 Total Amount: $ 29,400.00 Attachments (0) Linked Records (0) Linked Mail (0) hops://u24.skire.com/bp/studio/print/open?id=22419&model=ufar&process_id=1191955&... 6/13/2011