HomeMy WebLinkAbout064244 - Construction-Related - Contract - Trinity River Mitigation Bank, L.P.CSC No. 64244
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
Texas municipality (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 Corp 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 three and zero -tenths (3.0) 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, three and zero -
tenths (3.0) Credits.
2. Payment for Credits. In consideration of the delivery of the Credits, the
Purchaser agrees to pay to TRMB the sum of Three Hundred Ninety Five Thousand and no cents
($395,000.00) for all of the Credits purchased pursuant to this Agreement.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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 municipality in the state of Texas, 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.
2
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.
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.
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.
3
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]
4
IN WITNESS WHEREOF, the Purchaser and TRMB have executed this
Agreement effective for all purposes as of the 220 day of_October , 2025
THE PURCHASER:
TRMB:
CITY OF FORT WORTH, TEXAS
TRINITY RIVER MITIGATION BANK, L.P.
a Texas Municipality
a Texas limited partnership
Cp
By: Welland Partners, L.P.
By:
Its: General Partner
Jesica McEachem
Its: Assistant City Manager
By: WF Investments, Inc.
Its: General Partner
RECOMMENDED:
//laan.w / ro:.+.�
By: �/1/�/"'
By: Lauren Prieur(OaN,202508:11:18 CDT)
Wallace L. Hall, Jr.
Lauren Prieur
Its: President
Its: Director, Department of
Transportation/Public Works
5956 Sherry Lane, Suite 1810
Dallas, Texas 75225
APPROVED AS TO FORM AND
LEGALITY:
Telephone: (214) 891-0920
Facsimile: (214) 891-9855
Tax ID #: 20-2137693
By: Douglas Mack (Oa N, Wo 1136:22 CDT)
Douglas W. Black
Its: Sr. Assistant City Attorney
ATTEST::
By:
Janette Goodall^d "e'gs�R
City of Fort Worth Contract Compliance Manager°
Its: City Secretary ��
By signing, I acknowledge that I am the person responsible
ftig
for the morning and administration of this contract, including
M&C: 25-0980
ensuring all performance and reporting requirements.
Date: 10121/2025
100 Fort Worth Trail
.y
By: 1°
Fort Worth, Texas 76102
Iskal Shrestha, PE, PMP, CCM
Telephone: (817) 392-7254
Its: Senior Project Manager
E
CERTIFICATE OF INTERESTED PARTIES FORM 1295
l ofl
Complete Nos. 1-4 and 6 if there are interested parties.
OFFICE USE ONLY
Complete Nos. 1, 2.3. 5, and 6 if thereare no interested partes.
CERTIFICATION OF FILING
Certificate Number:
1
Name of business entrry fling form, and the city, state and country of Me business entity's Place
of business.
2025-1354468
Trinity River Mitigation Bank, L.P.
Dallas, TX United States
Date Filed:
2
Name of governmental entity or state agency that's a parry to Me contract for which Me form is
08/25/2025
being filed.
City of Fort Worth
Date Ackn nviedged:
3
Provide Me identification number used by the governmental entity or state agency to tack or identity Me contact, and provide
description of Me services, goods or other property to be provided under the contract
Credit Sales Agreement
Mitigation bank credits to satisfy buyer's mitigation obligations
4
Name of Interested Party
City, State, Country (place of business)
Nature of interest
(checkapplidble)
Controlling
I Intermediary
5
Check only l Mere is NO Interested Party.
X
6
UNSMRN DECLARATION
My name is and my date of birth is
My address is ..��_ USA .
(chr) (Stan (Apoode) (county)
I declare under perky of Pedury thatthe foregoing is true and correct.
Executed in Dallas County, Steteof Texas on the25thday of AU9Uet. 2:25 .
(mcoth) beer)
Signature of authorized agent of contracting business entity
(Delee)
Forms provided by Texas Ethics Commission www.Mhks.sfate.tx.us Version V4.1.O.f10dOfd8
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 10/21/25 M&C FILE NUMBER: M&C 25-0980
LOG NAME: 20EVERMAN PARKWAY USACE MITIGATION BANK AGREEMENTS
SUBJECT
(CD 8) Authorize Execution of a Mitigation Bank Credit Purchase Agreement with Mustang Creek Mitigation Holdings LLC in the Amount of
$467,145.00 for the Purchase of Mitigation Credits from the U.S. Army Corps of Engineers; and Authorize Execution of a Mitigation Bank Credit
Purchase Agreement with Trinity River Mitigation Bank, L.P. in the Amount of $395,000.00 for the Purchase of the Mitigation Credits from the U.S.
Army Corps of Engineers for the Extension of Everman Parkway Project (2022 Bond Program)
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize execution of a mitigation bank credit purchase agreement with Mustang Creek Mitigation Holdings, LLC in the amount of
$467,145.00 for the purchase of mitigation credits from the U.S. Army Corps of Engineers for the extension of the Everman Parkway project
(City Project No. 103271); and
2. Authorize execution of a mitigation bank credit purchase agreement with Trinity River Mitigation Bank, L.P. in the amount of $395,000.00 for
the purchase of the mitigation credits from the U.S. Army Corps of Engineers for the extension of the Everman Parkway project (City Project
No. 103271).
DISCUSSION:
The purpose of this Mayor and Council Communication (M&C) is to authorize execution of two Mitigation Bank Credit Purchase Agreements for
the purchase of mitigation credits from the U.S. Army Corps of Engineers (USACE).
In accordance with Section 404 of the Clean Water Act, the Everman Parkway Extension project requires a Nationwide Permit 14 (NWP 14) from
the USACE because it involves the construction of a linear transportation project across waters of the United States (U.S.), specifically Sycamore
Creek. This permit authorizes the placement of fill material associated with the roadway construction within those areas designated as waters of
the U.S.
The magnitude of the stream impact necessitates compensatory mitigation, which can be achieved in one of two ways: by creating additional
habitat on site or an alternate location approved by the USACE, or by purchasing mitigation credits from a mitigation bank. The City is choosing
the latter approach because the mitigation banks assume responsibility for the long-term success of the mitigation site, relieving the city of this
responsibility. The NWP 14 stream crossing authorization, coupled with the mitigation bank credits, ensures compliance with federal regulations
while allowing the project to proceed.
Mustang Creek Mitigation Holdings, LLC, and Trinity River Mitigation Bank, L.P., are established mitigation banks that allow for the sale of
mitigation credits to third parties in need of such mitigation, as approved by USACE. A Purchase of Mitigation Agreement, in the amount of
$467,145.00 from Mustang Creek Mitigation Holdings, LLC and $395,000.00 from Trinity River Mitigation Bank, L.P., is needed for the transfer of
credits to compensate for the loss of aquatic resources.
The following table summarizes the available funding for the project:
Fund
Existing Funding
Additional
Funding
Project Total
2022 Bond Fund (34027)
$29,783,123.46
$0.00
$29,783,123.46
Misc. Funds (30104 & 30106)
18,416,876.54
$0.00
18,416,876.54
Impact Fee (30108)
Old Capital Project Funds
(39008)
792,623.53
1,007,376.47
$0.00
$0.00
792,623.53
1,007,376.47
Total
$50,000,000.00
$0.00
$50,000,000.00
I I E 3 i
Funding is budgeted in the 2022 Bond Program Fund and in the Developer Contribution Fund for the Transportation & Public
Works Department to fund the extension of the Everman Parkway (Rosedale Springs) project, as appropriated.
This project is included in the 2022 Bond Program. The City's Extendable Commercial Paper (ECP) (M&C 22-0607; Ordinance 25675-08-2022)
provided liquidity to support the appropriation. Available resources will be used to make any interim progress payment until the debt is issued.
Once debt associated with a project is sold, debt proceeds will reimburse the interim financing source in accordance with the statement
expressing official Intent to Reimburse that was adopted as part of the ordinance canvassing the bond election (Ordinance 25515-05-2022).
The project is located in COUNCIL DISTRICT 8
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that funds are available in the current capital budget, as previously appropriated, in the 2022 Bond Program Fund
and the Developer Contribution Fund for the Everman Pkwy (Rosedale Springs project) to support the approval of the above recommendations
and execution of the agreement. Prior to any expenditure being incurred, the Transportation & Public Works Department has the responsibility to
validate the availability of funds.
Submitted for City Manager's Office by: Jesica McEachern 5804
Originating Business Unit Head: Lauren Prieur 6035
Additional Information Contact: Monty Hall 8662
Expedited
103271-CPAG-Mitigation Bank Credit Purchase
Agreement - Trinity River Mitigation Bank, L.P., -
Everman Parkway Extension Project
Interim Agreement Report 2025-10-29
Created: 2025-10-19
By: Andrea Munoz (Andrea. Munoz@fortworthtexas.gov)
Status: Out for Filling
Transaction ID: CBJCHBCAABAAu5MGrpOEhXmd0vtyYPX3nOwflKkIY_oL
Agreement History
Agreement history is the list of the events that have impacted the status of the agreement prior to the final signature. A final audit report will
be generated when the agreement is complete.
"103271-CPAG-Mitigation Bank Credit Purchase Agreement - T
rinity River Mitigation Bank, L.P., - Everman Parkway Extension
Project" History
Document created by Andrea Munoz (Andrea. Munoz@fortworthtexas.gov)
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103271-CPAG-Mitigation Bank Credit Purchase
Agreement - Trinity River Mitigation Bank, L.P., -
Everman Parkway Extension Project
Final Audit Report 2025-11-05
Created: 2025-10-29
By: Andrea Munoz(Andrea. M unoz@fortworthtexas.gov)
Status: Signed
Transaction ID: CBJCHBCAABAAH7StgOLvUsVv5ossHF6MKjRmEwDzyvri
"103271-CPAG-Mitigation Bank Credit Purchase Agreement - T
rinity River Mitigation Bank, L.P., - Everman Parkway Extension
Project" History
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Fox��
Routing and Transmittal Slip
Transportation & Public Works
Department
DOCUMENT TITLE: Mitigation Bank Credit Purchase Agreement —
Trinity River Mitigation Bank, L.P.; Everman
Parkway Extension Project
M&C: 25-0980 CPN: 103271 CSO: TBD DOC#: 1
Date: 10/17/2025
To:
Name
Department
Initials
Date Out
1.
Alexandre Ripley
TPW -review
"F
Oct20 2025
2.
Iskal Shmstha
TPW - Signature
Oct 20 2025
3.
Raul Lopez
TPW-review
ea
Oct 222025
4.
Lissette Acevedo
TPW-review
Oct222025
5.
Patricia Wad sack
TPW -review
PL'W'
Oct 27 2025
6.
Lauren Prieur
TPW - signature
Oct 292 2025
7.
Doug Black
Legal - signature
10/29/2025
8.
Jesica MCEachem
CMO - signature
11/03/2025
9.
Jannette Goodall
CSO - signature
11/03/2025
10.
TPW Contracts
TPW
DOCUMENTS FOR CITY MANAGER'S SIGNATURE: Alldocuments received from any
and all City Departments requesting City Manager's signature for approval MUST BE ROUTED
TO THE APPROPRIATE ACM for approval first. Once the ACM has signed the routing slip,
Jay will review and take the next st s.
NEEDS TO BE NOTARIZED: YES ®No
RUSH: ❑YES ®No SAME DAY: ❑YES ®No NEXT DAY: [I YES ❑No
ROUTING TO CSO: ®YES ❑No
Action Required: ❑ Attach Signature, Initial and Notary Tabs
As Requested
❑ For Your Information
® Signature/Routing and or Recording
❑ Comment
❑ File mw
Return To: TPWContracts(&,,FortWorthTexas.eov at ext. 7254 for pickup when completed.
Thank you!
FORT WORTH
Ir
City Secretary's Office
Contract Routing & Transmittal Slip
Contractor's Name: Trinity River Mitigation Bank, L.P.
Subject of the Agreement: iVtl offtM'R onp*MN ftv.a.a" comma,a...*.*.Em,.onaE"m Ped. Pmj�4
M&C Approved by the Council? * Yes O No ❑
Ifso, the M&C must be attached to the contract.
Is this an Amendment to an Existing contract? Yes ❑ No 9
Ifso, provide the original contract number and the amendment number.
Is the Contract "Permanent"9 *Yes 9 No ❑
If unsure, see back page for permanent contract listing.
Is this entire contract Confidential? *Yes ❑ No 9 Ifonly specific information is
Confidential, please list what information is Confidential and the page it is located.
1295 Form on page 8
Effective Date:
Expiration Date:
If dii ferentfrom the approval date If applicable.
Is a 1295 Form required? * Yes 9 No ❑
*Ifso, please ensure it is attached to the approving M&C or attached to the contract.
Project Number: Ifapplicable. 103271
*Did you include a Text field on the contract to add the City Secretary Contract (CSC)
number? Yes 9 No ❑
Contracts need to be routed for CSO processing in the following order:
1. Katherine Cenicola (Approver)
2. Janette S. Goodall (Signer)
3. Allison Tidwell (Form Filler)
*Indicates the information is required and if the information is notprovided, the contract will be
returned to the department.