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Home My WebLink AboutContract 41678 (2)PLCRETARY ONTRAC NC CREDIT SALES AGREEMENT This Credit Sales Agreement (the "Agreement") is entered into by and between South Forks Trinity River Mitigation Group 1, LP, a Texas limited partnership ("SFTRMGI") and City of Fort Worth ("Purchaser"). RECITALS: A. Pursuant to that certain Mitigation Banking Instrument Agreement dated December 2006 (the "MBI") between, among others, SFTRMGI, and South Forks Trinity River Mitigation Bank, Inc., a Texas corporation, (SFTRMB-Inc.) and the U.S. Army Corp of Engineers ("USACE"), SFTRMB-Inc., as sponsor of the Bank, established the South Forks Trinity River Mitigation Bank under Permit Number 20300558 (the "Bank" or "SFTRMB"). B. Pursuant to the terms of the MBI, SFTRMGI, and SFTRMB-Inc., 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"). C. 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. D. The Purchaser desires to purchase one and four tenths (1.4) 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 SFTRMGI agree as follows: 1. Sale of the Credits. SFTRMGI 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 SFTRMGI, one and four tenths (1 4) Credits. 2. Payment for Credits. In consideration of the delivery of the Credits, the Purchaser agrees to pay to SFTRMGI the sum of forty four thousand, eight hundred eighty eight Dollars and no /100 ($44,888.00) for all of the Credits purchased pursuant to this Agreement. 3. Representations. (a) Representations of SFTRMGI SFTRMGI represents to the Purchaser the following: (i) SFTRMGI is a Texas corporation, 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) SFTRMGI 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. (iv) This Agreement, and all other agreements executed in connection with this Agreement, are the legal, valid and binding obligations of SFTRMGI, enforceable in accordance with their terms except as such enforcement may be limited by ncruttia RECORD i Credit Sales Agreement 1 Purchaser Name: City of Fort Worth South Forks Trinity River Mitigation Bank 1 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 200300558. (vi) SFTRMGI represents and/or warrants to Purchaser that it is aware USACE has required that the Purchaser provide off -site wetland mitigation to compensate for impacts to USACE jurisdictional wetlands and that SFTRMGI is not aware of any circumstance, regulation or prohibition for Purchaser's use of Credits to satisfy, in whole or part, any mitigation obligation of the Purchaser. (b) Reoresentations of Purchaser. The Purchaser represents to SFTRMGI the following: (i) the Purchaser is a municipality 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. (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 SFTRMGI. 4. 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. 5. 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 SFTRMGI or the Purchaser without the written consent of the other. 6. Attornev's Fees. If there is a dispute between the Purchaser and SFTRMGI 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. 7. Final Agreement. This Agreement embodies the whole agreement of the Purchaser and SFTRMGI. This Agreement shall supersede all previous communications, discussions, representations, advertisements, proposals or agreements either verbal or written, between the Purchaser and SFTRMGI not otherwise contained in this Agreement. 8. Captions. The captions in this Agreement are included for convenience only and shall be given no legal effect whatsoever. Credit Sales Agreement South Forks Trinity River Mitigation Bank Purchaser Name: City of Fort Worth 2 9. Modification. This Agreement may not be modified except by written instrument executed by both the Purchaser and SFTRMGI 10. 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 Tarrant County, Texas. 11. 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. 12 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] y CITY Ft J O.`. ` L1 i Credit Sales Agreement South Forks Trinity River Mitigation Bank Purchaser Name: City of Fort Worth 3 IN WITNESS WHEREOF, the Purchaser and SFTRMGI have executed this Agreement effective for all purposes as of the day of col , 20 • r- la • "IP *Obi % v00 00,. ) no� (?,?b>cf 000 *` * �}E�CA' vii),,,e,„irvt% taxemiccos\••• ' NO Ma REQUIRED _ Approved as to form and Legality AAA° 9k..:0% a \�� ♦ V !.e 1I Christa R.Aeynolds Sr. Assistant City Attorney OFHCIAL RECORD CITY SECRETARY PT_ W APTM.M TY Credit Sales Agreement Purchaser Name: City of Fort Worth t 0 0 ri 0 Al Cie eCT SFTRMGI: South Forks Trinity River Mitigation Group 1, LP a Texas limited partnership By: South Forks Trinity River Mitigation Bank, Inc. Its: General Partner By: Ait "9.42 Johjr ny Mack Powers Its: President Address: 1150 Highway 205 South Rockwall, Texas 75032 Telephone: 972/7713738 Facsimile: 972/771.6881 THE PURCHASER: By: City of Fort Worth Its: Fernando Costa Assistant City Manager Address: 1000 Throckmorton Street, 2nd floor Fort Worth, Texas 76102 City Contact: Patrick Buckley Telephone: 817-392-2443 Facsimile: 817-392-8092 South Forks Trinity River Mitigation Bank