HomeMy WebLinkAboutContract 61600CSC No. 61600
Red Oak Umbrella Branch Mitigation Bank
Credit Purchase Agreement and Acknowledgment
Page 1 of 6
RED OAK UMBRELLA MITIGATION BANK
(USACE PERMIT NUMBER SWF-2011-00163)
CREDIT PURCHASE AGREEMENT AND ACKNOWLEDGMENT
This Credit Purchase Agreement and Acknowledgement (this "Agreement") is made as
of May 31, 2024, by and between:
"Seller" Wild -TX Lands, LLC
P. O. Box 6602
Tyler, Texas 75711
Contact: Preston W. Smith
Tel: (903) 780-2102
Email: preston@wildwoodcredits.com
and
"Purchaser" City of Fort Worth
4200 South Freeway, Suite 2200
Fort Worth, TX 76115
Contact: Helen Florez, Park Planner
Email: helen.florezafortworthtexas.liov
The purpose of this Agreement is to establish the terms and conditions for the purchase,
sale and/or transfer of mitigation bank credits from the Red Oak Umbrella Mitigation Bank
between Seller and Purchaser (jointly referred to as the "Parties").
RECITALS
A. WHEREAS, Seller took assignment of the Mitigation Banking Instrument effective July
8, 2022 for Red Oak Umbrella Branch Mitigation Bank (the "ROUMB").
B. WHEREAS, the ROUMB is an established mitigation bank allowing for the sale of
Wetland and Stream Credits ("Mitigation Credits") to third parties in need of such
mitigation as approved by the USAGE.
C. WHEREAS, Purchaser has requested to buy Mitigation Credits from the ROUMB as
intended mitigation for impacts within the ROUMB service area, or as approved on a
case -by -case basis by the USACE out of the ROUMB service area.
D. WHEREAS, Purchaser and Seller enter into this Agreement to set forth the terms and
conditions to which the purchase, sale and/or transfer of the Mitigation Credits will be
implemented.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Trinity Trails East - Phase II
CPN: 101767
Red Oak Umbrella Mitigation Bank
Credit Purchase Agreement and Acknowledgment
Page 2 of 6
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties
agree as follows:
Purchase and Sale of Credits, Purchase Price. Purchaser agrees to purchase and Seller
agrees to sell 58.8 Perennial Riparian Buffer Credits ("Purchased Credits") at a
purchase price of $2,000 per Purchased Credit for a total non-refundable price of
$117,600 (the "Purchase Price"). Payment of the Purchase Price shall be made at the time
of execution of this Agreement, in the sole discretion of Purchaser, by either check
payable and deliverable to the name set forth above, or by wire transfer in accordance
with the wire instructions attached hereto as Exhibit A. The sale of Purchased Credits by
Seller to Purchaser pursuant to this Agreement is final. Under no circumstances shall
Purchaser be entitled to a refund of any amounts provided to Seller.
2. Notification of USAGE; Cooperation with Seller. Purchaser shall deliver to Seller the
required information for transfer of credits attached hereto as Exhibit B: (i) if known at
the time of purchase the USACE permit number (ii) the type and number of Purchased
Credits; (iii) the exact location and/or county of the Project; (iv) a brief description of the
activities of the project. Seller shall then send notice of credit transfer to USACE within
thirty (30) days of receiving payment for the credits set forth above in Section 1.
3. Conservation ObliLyations. Seller shall, in accordance with its obligation to the
mitigation bank, perpetually provide for the conservation of the ROUMB and shall carry
out all of its obligations in accordance with the applicable terms and conditions set forth
therein.
4. Assignability. No Party shall assign this Agreement or any part hereof, expect to an
affiliate, or wholly -owned subsidiary company, and such assignment is approved by the
USACE; Purchaser and such subsequent buyer shall execute an amendment to this
Agreement providing to Seller the information set forth in Section 2, above. Seller shall
send notice to the USACE of the assignment of Purchased Credits to the subsequent
buyer.
5. Amendments. This Agreement may be amended or modified in whole or in part, and
terms and conditions may be waived, only by a duly authorized agreement in writing
which makes reference to this Agreement executed by each Party.
6. Term. If Purchaser fails to pay the Purchase Price within thirty (30) days from the date
of mutual execution, the Purchased Credits will be returned to ROUMB ledger and this
Agreement shall be considered terminated, unless extended by mutual agreement of the
parties through a written amendment.
7. Entire Agreement. This Agreement constitutes the entire agreement between the Parties
regarding the subject matter herein, and any previous communications or agreements
between the Parties (whether written or oral) related thereto are hereby superseded.
Trinity Trails East - Phase II
CPN: 101767
Red Oak Umbrella Mitigation Bank
Credit Purchase Agreement and Acknowledgment
Page 3 of 6
IN WITNESS WHEREOF, Purchaser and Seller have caused this Agreement to be executed
by their duly authorized representatives as of the date set forth above.
Seller: Wild -TX Lands, LLC a Texas limited liabilities company
Trinity Trails East - Phase II
CPN: 101767
Red Oak Umbrella Mitigation Bank
Credit Purchase Agreement and Acknowledgment
Page 4 of 6
EXECUTED and EFFECTIVE as of the date subscribed by the City's designated
Assistant City Manager.
APPROVED:
City of Fort Worth
op�
JesicaMcEachern
Assistant City Manager
DATE: Jun 25, 2024
APPROVAL RECOMMENDED:
Richard Zavala
Director, Park & Recreation Department
Contract Compliance Manager:
Wi X L ands, LLC f�-
)—t
Priston W. Smith
President
DATE
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By signing, I acknowledge that I am the person responsible for the monitoring and administration of this
contract, including ensuring all performance and reporting requirements.
4&[.,EUL U.Alav�
Helen D. Florez
Park Planner
APPROVED AS TO FORM AND LEGALITY:
Douglas Black Jun 17 202414:59 CDT
Douglas Black
Sr. City Attorney
ATTEST:
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Jannette S. Goodall
Jannette Goodall
City Secretary
M&C: 24-0434
Date:5/14/24
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Trinity Trails East - Phase II
CPN: 101767
Red Oak Umbrella Mitigation Bank
Credit Purchase Agreement and Acknowledgment
Page 5 of 6
Exhibit A
Wire Instructions
Beneficiary Information
Wild -TX Lands, LLC
P.O. Box 6602
Tyler, TX 75711
(903) 579-9335
Beneficiary Financial Institution
Southside Bank
P.O. Box 1079
Tyler, TX 75710-1079
(903)531-7111
Checking Account Information
Routing Number
111923607
Account Number
144847701
Trinity Trails East - Phase II
CPN:101767
Red Oak Umbrella Mitigation Bank
Credit Purchase Agreement and Acknowledgment Page 6 of 6
Exhibit B
Credit Transfer Information
1. USACE Permit Number: SWF-2021-00483
2. Credit Type and Number: 58.8 Perennial Riparian Buffer Credits
3. Project Location or County: 32.792442674739675,-97.15206237342046
4. Brief Description of Impacts: Placement of a box culvert into Walker Branch to
facilitate a pedestrian trail crossing
Trinity Trails East - Phase II
CPN: 101767
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 05/14/24 M&C FILE NUMBER: M&C 24-0434
LOG NAME: 80TRINITY TRAILS EAST- PHASE II
SUBJECT
(CD 5) Authorize Execution of a Contract with The Fain Group, Inc., in the Amount of $3,571,216.00 for the Construction of Trinity Trails East -
Phase 11; Authorize Execution of Amendment No. 1 to the Interlocal Agreement with the City of Arlington, Texas to Accept Additional Funds of
$1,315,310.00 for Final Design and Engineering Services, and Increased Construction Costs Due to Material Cost Increases and General Inflation
Factors for Trinity Trails East - Phase II; Authorize the Execution of the Credit Purchase Agreement with Wild -TX Lands, LLC, Not to
Exceed $150,000.00, for the Purchase of Mitigation Credits from the U.S. Army Corps of Engineers; Authorize the Execution of the Credit
Purchase Agreement with Rockin' K on Chambers Creek, LLC, Not to Exceed $150,000.00, for the Purchase of Mitigation Credits from the U.S.
Army Corps of Engineers; Adopt the Appropriation Ordinance, and Amend the Fiscal Year 2024-2028 Capital Improvement Program
11:00 dihMW l7_AIi[S7LIA
It is recommended that the City Council:
1. Authorize execution of a contract with The Fain Group, Inc., in the amount of $3,571,216.00 for the construction of Trinity Trails East - Phase II
(Trinity Trails Connection, City Project No. 101767);
2. Authorize execution of Amendment No. 1 to the Interlocal Agreement with the City of Arlington, Texas, (City Secretary Contract No. 55377) to
accept additional funds in an amount of $1,315,310.00;
3. Authorize the execution of the credit purchase agreement with Wild -TX Lands, LLC, not to exceed $150,000.00, for the purchase of
mitigation credits from the U.S. Army Corps of Engineers;
4. Authorize the execution of the credit purchase agreement with Rockin' K on Chambers Creek, LLC, not to exceed $150,000.00, for the
purchase of mitigation credits from the U.S. Army Corps of Engineers;
5. Adopt the appropriation ordinance increasing estimated receipts and appropriations in the Intergovernmental Contribution Fund in an
amount of $1,315,310.00 for Trinity Trails East - Phase II; and
6. Amend the Fiscal Years 2024-2028 Capital Improvement Program.
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to authorize execution of a contract with The Fain Group, Inc., in the amount of
$3,571,216.00 for the construction of Trinity Trails East - Phase II; execute Amendment No. 1 to the Interlocal Agreement with the City of Arlington,
Texas; authorize execution of two Credit Purchase Agreements for the purchase of mitigation credits from the U.S. Army Corps of Engineers
(USACE); adopt the attached appropriation ordinance, and amend the Fiscal Years 2024-2028 Capital Improvement Program.
The project was posted on the City purchasing website and the Fort Worth Star -Telegram on December 7 & 14, 2023. The following bids were
received on January 11, 2024:
Contractor
IThe Fain Group, Inc.
12L Construction, LLC
lCole Construction, Inc.
IIMW Panel Tech
McCarthy Building
Companies, Inc.
IlReyes Group Ltd.
Urban Infraconstruction,
LLC
Base Bid Base Bid Total Bid
Unit I Unit II
$2,271,406.001 $1,299,810.001 $3,571,216.00
$2,504,545.001 $1,623,642.001 $4,128,187.001
11$3,566,546.70i1$2,067,011.7111$5,633,558.41
II$3,943,340.5011$2,028,706.5011$5,972,047.00
$3,856,042.78 �$2,177,850.17 $6,033,892.95
$3,696,744.50I$2,425,067.50 $6,121,812.00
$4,121,389.00 $2,165,130.00 $6,286,519.00
Base Bid Unit I items for Trinity Trails East - Phase II include clearing and grubbing, mid -block crossing, 54,000 square feet of trail, pedestrian
bridge construction and demolition of West Fork Trinity River Pedestrian Bridge. Base Bid Unit II items for Trinity Trails East - Phase II
include clearing and grubbing, 11,295 square feet of 12' trail, and pedestrian bridge construction.
Construction of this project is anticipated to begin May 2024 and completed in May 2025.
Funding for additional design and construction costs for Trinity Trails East - Phase II were not included in the Fiscal Years (FY) 2024-2028 Capital
Improvement Program due to increased costs from the original estimate.The action in this M&C will amend the FY2024-2028 Capital Improvement
Program as approved in connection with Ordinance 26453-09-2023.
Trinity Trails East - Phase II is estimated to increase the department's annual maintenance by $35,172.00 beginning in FY2025. As of February,
2024, the cumulative total of all previously approved M&Cs increased the department's estimated annual maintenance by $462,691.00 beginning
in FY2025.
The Fain Group, Inc., is in compliance with the City's Business Equity Ordinance by committing to 11 % MWBE participation and documenting a
good faith effort. The Fain Group, Inc., identified several subcontracting and supplier opportunities. However, the firms contacted in the areas
identified did not respond or did not submit the lowest bids. The City's MWBE goal on this project is 18%.
On January 12, 2021 (M&C 21-0061) the City Council authorized the execution of an Interlocal Agreement with the City of Arlington, Texas for its
anticipated share of the design and construction costs in the amount of $647,682.50. This amendment to the ILA (City Secretary Contract
No. 55377) will increase the City of Arlington's contribution by $1,315,310.00 for a total amount of $1,962,992.50 to cover an increased share of
design and engineering services, and increased construction costs.
On August 23, 2023 USACE issued a Permit Compliance Certification for Trinity Trails East -Phase II of construction that included a compensatory
mitigation plan.
Wild -TX Lands, LLC, and Rockin' K on Chambers Creek, LLC, are established mitigation banks allowing for the sale of mitigation credits to third
parties in need of such mitigation, as approved by USACE. A Purchase of Mitigation Agreement, not to exceed $150,000.00 each, is needed for
the transfer of credits to compensate for the loss of aquatic resources.
Funding is budgeted in the 2018 Bond Program and Intergovernmental Contribution Funds for the purpose of funding the Trinity Trails East - Phase
II (Trinity Trails Connection).
Trinity Trails East- Phase II located in COUNCIL DISTRICT 5
a6'Y9_1NIZI&I:7LTA /_1%11 Is] kiWL81=1A0 W WIN11Is] ►F
The Director of Finance certifies that funds are available in the current capital budget, as appropriated, in the 2018 Bond Program and
Intergovernmental Contribution Funds for the Trinity Trails Connection project and upon approval of the above recommendations, execution of the
contract & interlocal agreement, and adoption of the attached appropriation ordinance, funds will be deposited into the Intergovernmental
Contribution Fund. The Park & Recreation Department (and Financial Management Services) is responsible for the collection and deposit of
funds due to the City. Prior to any expense being incurred, the Park & Recreation Department also has the responsibility to validate the availability
of funds.
Submitted for Citv Manaaer's Office bv: Jesica L. McEachern 5804
Oriainatina Business Unit Head: Richard Zavala 5704
Additional Information Contact: Joel McElhany 5745
Signature: �""` A
Email: jannette.goodall@fortworthtexas.gov