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HomeMy WebLinkAboutWetland Mitigation/ENG/Main Street ReconstructionWETLANDS MITIGATION CREDIT PURCHASE AGREEMENT THIS WETLANDS MITIGATION CREDIT PURCHASE AGREEMENT (this "Agreement ") is made as of this (sr day of cc- 2014 ( "Effective Date "), by and between CENTRAL INDIANA MITIGATION PROVIDERS, LLC, as seller ( "Seller ") and CITY OF CARMEL, INDIANA , as purchaser ( "Purchaser "). RECITALS A. Seller is the owner of certain property more particularly shown and described on Exhibit A on which Seller operates a wetlands mitigation site known as the Central Indiana Mitigation Bank (the "Mitigation Site "). The establishment, use, operation and maintenance of the Mitigation Site are subject to the requirements of that certain Central Indiana Wetland Mitigation Bank Banking Instrument ( "MBI ") approved by the Interagency Review Team (as defined in the MBI) on March 9, 2009. A copy of which is available upon request. B. Pursuant to the requirements of the Clean Water Act and regulations promulgated thereunder, Purchaser must mitigate for impacts to 0.44 acres of emergent wetlands and 0 acres of forested wetlands on certain property commonly known as M /ate Sq tFrr- Rc reuuxo! 3 located in Hamilton County, Indiana (the "Development Impacts "). C. Seller desires to sell, and Purchaser desires to buy 0.44 acres of emergent wetlands bank credits and 0 acres of forested wetlands bank credits ( "Purchased Credits ") generated from the Mitigation Site for Purchaser to mitigate for the Development Impacts, as more particularly set forth below. AGREEMENT NOW, THEREFORE, in consideration of the promises and the mutually dependent covenants contained herein and other good and valuable consideration, the adequacy and receipt of which are hereby acknowledged, and intending to be legally bound, Seller and Purchaser agree to the following terms and conditions: 1. Sale of Credits. Subject to the terms and conditions of this Agreement, Seller agrees to sell, assign, convey and transfer to Purchaser, and Purchaser agrees to purchase from Seller, the Purchased Credits, solely to mitigate for the Development Impacts. The parties acknowledge that the Section 404 permit process, and, if necessary, the Section 401 certification process under the Clean Water Act must be completed prior to Closing (defined below) and agree that this Agreement may be used to document Purchaser's mitigation plan for its Development Impacts. Purchaser covenants to diligently pursue, if applicable, IDEM approval of Purchaser's mitigation plan for its Development Impacts. 2. Purchase Price. The purchase price for each Purchased Credit shall be EightyThousand Dollars ($80,000.00), for a total purchase price of Thirty Five Thousand Two Hundred Dollars ($35,200.00) (the "Purchase Price "). The Purchase Price includes all costs associated with monitoring and maintaining the wetlands comprising the Mitigation Site for such period of time as the Indiana Department of Environmental Management ( "IDEM ") or the Army Corps of Engineers ( "Corps ") shall 1 require in their permit, water quality certification or regulations, preparing and /or recording such instruments as may be necessary to confirm the sale and allocation of the Purchased Credits to Purchaser and preparing such annual monitoring reports as may be required to document the continued viability of the wetlands comprising the Mitigation Site. The Purchase Price shall be payable as follows: (a) Deposit. Simultaneous with Purchaser's execution and delivery to Seller of this Agreement, Purchaser shall deliver to Seller a cash deposit in the amount of Zero Dollars ($00.00) (the "Deposit "). The Deposit shall, except as otherwise provided herein, be non - refundable and shall be applied toward the Purchase Price at Closing. (b) Balance of Purchase Price. Purchaser shall pay the balance of the Purchase Price to Seller in cash at Closing. 3. Closing. Closing on the purchase and sale of the Purchased Credits ( "Closing ") shall electronically or at a location as is reasonably acceptable to Purchaser and Seller, not more than fifteen (15) days from Purchaser's receipt of written confirmation from the Corps, and, if applicable, IDEM, approving mitigation of the Development Impacts through purchase of the Purchased Credits, unless otherwise agreed by the parties. Notwithstanding any provision of this Agreement to the contrary, if the Closing has not occurred within thirty (30) days after the Effective Date, Seller, in its sole discretion, may terminate this Agreement at any time without any rights, obligations or liability to Purchaser whatsoever, and, effective upon such termination, Purchaser shall forfeit the Deposit and Seller shall be entitled to retain the Deposit. 4. Seller's Deliveries. (a) At Closing, Seller shall deliver to Purchaser a bill of sale, in proper form, evidencing the sale of the Purchased Credits to Purchaser. (b) Not more than ten (10) calendar days following Closing, Seller shall deliver, or cause to be delivered, to Purchaser a copy of Seller's ledger entry, or other documentation in a form satisfactory to the parties, recording the sale of the Purchased Credits to Purchaser as provided herein and debiting the Purchased Credits sold to Purchaser against the outstanding wetland bank credits generated from the Mitigation Site (the "Credits "), in accordance with the MBI. 5. Closing Costs. Seller shall pay the cost of preparing the bill of sale, any taxes and costs customarily paid by sellers of Credits, and Seller's attorney's fees. Purchaser shall pay the cost of any inspections and investigations, any taxes and costs customarily paid by purchasers of Credits, Purchaser's attorneys fees and other costs of Closing, if any. 6. Effect of Condemnation, Regulatory Action or Force Majeure (a) Condemnation. If the Mitigation Site or any part thereof is taken prior to Closing pursuant to eminent domain proceedings, or if such proceedings are commenced prior to Closing, and as a result the Seller determines that it will be unable to transfer the Purchased Credits to Purchaser at Closing as specified in this Agreement, then either party may terminate this Agreement by providing written notice thereof to the 2 other at any time prior to Closing. If either party elects to terminate this Agreement as provided in this subparagraph, the Deposit shall be refunded to Purchaser and neither party shall have any further rights or obligations hereunder, except as expressly provided herein. (b) Regulatory Action. (i) If Seller is unable to transfer the Purchased Credits to Purchaser as provided in this Agreement because of the action or order of any regulatory agency, regardless of whether or not Seller has contested or challenged such action or order, either party may terminate this Agreement by providing written notice to the other party at any time prior to Closing. If either party elects to terminate this Agreement as provided in this subparagraph, the Deposit shall be refunded to Purchaser and neither party shall have any further rights or obligations hereunder, except as expressly provided herein. (H) If Purchaser is prevented by any regulatory agency from acquiring the Purchased Credits from Seller as provided in this Agreement, or if Purchaser's mitigation plan for its Development Impacts is not approved, despite Purchaser's diligent efforts, either party may terminate this Agreement by providing written notice to the other party at any time prior to Closing. If either party elects to terminate this Agreement as provided in this subparagraph, the Deposit shall be refunded to Purchaser and neither party shall have any further rights or obligations hereunder, except as expressly provided herein. (c) Force Majeure. If Seller determines that Seller will be unable to transfer the Purchased Credits, or any part thereof, to Purchaser at Closing as provided in this Agreement because of damage to or loss of the Mitigation Site resulting from fire, flood, storm, drought or other natural disaster, or from any other cause that is not the fault of Seller and is beyond Seller's reasonable ability to prevent or control (a "Force Majeure Event "), Seller shall notify Purchaser that Seller is unable to transfer the Purchased Credits as a result of a Force Majeure Event, whereupon either party may terminate this Agreement by providing written notice to the other party at any time prior to the scheduled date for Closing. If either party elects to terminate this Agreement as provided in this subparagraph, the Deposit shall be refunded to Purchaser and neither party shall have any further rights or obligations hereunder, except as expressly provided herein. 7. Mitigation Site Regulatory Requirements. Seller shall comply with the terms and conditions of the MBI, this Agreement and all State of Indiana and federal statutes, regulations and requirements applicable to the operation, management and maintenance of the Mitigation Site, and shall pay prior to delinquency all property taxes owed by the Mitigation Site or assessed against the Mitigation Site ( "Mitigation Site Regulatory Requirements "). This Paragraph 7 shall survive Closing or earlier termination of this Agreement. 8. Limitations on Purchaser's Rights. Seller's sale and conveyance of the Purchased Credits to Purchaser shall not constitute the conveyance or transfer of any right, interest or ownership in real property, nor shall such sale and conveyance impose upon Purchaser any right, obligation, duty or liability arising from or incident to any right, interest or ownership in real property. 3 Default. (a) By Purchaser. If Purchaser fails to make any payment required of it hereunder in a timely manner, or fails to diligently pursue, if applicable, IDEM approval of Purchaser's mitigation plan for its Development Impacts, or fails to otherwise perform any of its other material obligations under this Agreement, or if any representation or warranty provided by Seller in this Agreement proves to have been misleading or false in any material respect when made or as of Closing, Purchaser shall be deemed to be in default and, at Seller's election, in its sole and absolute discretion, Seller may terminate this Agreement and all of Seller's obligations hereunder. Upon any such termination, (A) if prior to Closing, (i) the Deposit shall be forfeited to Seller, (ii) Purchaser shall lose all of its right and privilege to purchase the Purchased Credits from Seller, (iii) Seller shall notify, if applicable, IDEM, of Purchaser's failure to fulfill its obligations under this Agreement, and (B) if after Closing (or is discovered by Seller after Closing), Seller shall have the right to pursue all remedies as may be available to Seller at law or in equity. All rights and remedies of Seller hereunder shall be cumulative and not mutually exclusive of one another. (b) By Seller. If Seller defaults in performing any of Seller's material obligations under this Agreement, and such default continues for a period of thirty (30) days after Purchaser has provided written notice to Seller of such default, or if any representation or warranty provided by Seller in this Agreement proves to have been misleading or false in any material respect when made or as of Closing, then Seller shall be deemed to be in default and (i) if prior to Closing, Purchaser's sole remedies shall be to terminate this Agreement by providing written notice thereof to Seller, and to receive a refund of the Deposit, in which event neither party shall have any further rights or obligations hereunder, except as expressly provided herein; or (ii) if after Closing (or such default is discovered by Purchaser after Closing), Purchaser shall have the right to pursue such remedies as may be available to it at law or in equity. (c) NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTINUED IN THIS AGREEMENT, IN THE EVENT OF A DEFAULT, THE DEFAULTING PARTY'S LIABILITY SHALL BE LIMITED TO DIRECT, ACTUAL DAMAGES ONLY, AND SUCH DIRECT ACTUAL DAMAGES SHALL BE THE SOLE AND EXCLUSIVE REMEDY HEREUNDER. IN NO EVENT SHALL ANY OTHER LIABILITY BE INCURRED BY EITHER PARTY FOR ANY OBLIGATIONS WHICH ARISE UNDER THIS AGREEMENT, INCLUDING (BUT NOT LIMITED TO) CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT DAMAGES IN TORT, CONTRACT OR OTHERWISE. EXCEPT AS OTHERWISE PROVIDED UNDER THIS AGREEMENT, SELLER MAKES NO REPRESENTATION OR WARRANTY HEREUNDER REGARDING THE MERCHANTABILITY OF THE CREDITS OR WITH RESPECT TO THE CREDITS, ANY ACTION OR FAILURE TO ACT, OR APPROVAL OR FAILURE TO APPROVE, OF ANY GOVERNMENTAL AUTHORITY. REDRESS FOR ANY CLAIM AGAINST SELLER UNDER THIS AGREEMENT SHALL BE LIMITED TO AND ENFORCEABLE ONLY AGAINST AND TO THE EXTENT OF SELLER'S INTEREST IN THE MITIGATION SITE. THE OBLIGATIONS OF SELLER AND PURCHASER UNDER THIS AGREEMENT ARE NOT INTENDED TO BE AND SHALL NOT BE PERSONALLY BINDING ON, NOR SHALL ANY RESORT BE HAD TO THE PRIVATE PROPERTIES OF, ANY OF THEIR DIRECTORS, OFFICERS, PARTNERS, BENEFICIARIES, MEMBERS, STOCKHOLDERS, EMPLOYEES, OR AGENTS. 4 (d) This Paragraph 9 shall survive Closing or earlier termination of this Agreement. 10. Indemnities. (a) Seller's Indemnities. Seller shall indemnify, defend and hold harmless Purchaser and Purchaser's authorized successors and assigns from and against any action, order, investigation or proceeding initiated by any government agency and arising from or based upon Seller's failure to comply in any material respect with any Mitigation Site Regulatory Requirements. Seller's duty to indemnify Purchaser under this Paragraph 10 shall survive Closing or earlier termination of this Agreement. (b) Purchaser's Indemnities. Purchaser shall indemnify, defend and hold harmless Seller from and against any action, order, investigation or proceeding initiated by any government agency and arising from or based upon Purchaser's failure to comply with any permit, authorization or condition thereof relating to Purchaser's Development Impacts or the Mitigation Site. Purchaser's duty to indemnify Seller under this Paragraph 10 shall survive Closing or earlier termination of this Agreement. 11. Term and Termination. This Agreement shall be effective upon the date that all signatures and approvals are obtained. This Agreement shall commence on the Effective Date and shall terminate upon Closing, unless earlier terminated pursuant to any other provision in this Agreement. 12. Representations and Warranties. Each of Seller and Purchaser represents and warrants to the other now and as of Closing that: (i) it is organized and validly existing under the laws of the jurisdiction of its organization or incorporation; (ii) it has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other relevant documentation and to perform its obligations under this Agreement, and has taken all necessary action to authorize such execution, delivery and performance; (iii) it has obtained all licenses, authorizations, consents and exemptions necessary to have been obtained with respect to this Agreement and for the performance of its obligations under this Agreement, and all such licenses, authorizations, consents and exemptions are in full force and effect and, as of Closing, there shall be no outstanding condition precedent to such party's performance of its obligations under this Agreement, or any such conditions shall be satisfied; (iv) the entry into and observance and performance of its obligations under this Agreement do not violate or conflict with or require any consent or waiver which has not heretofore been obtained, except as set forth in Paragraph 1 of this Agreement, under any of the terms or conditions in its governing documents or any contract to which it is a party or by which any of its assets are bound or affected, or any applicable law; and (v) its obligations under this Agreement constitute legal, valid and binding obligations, enforceable in accordance with their respective terms by an appropriate legal remedy. 13. Miscellaneous. (a). No Joint Venture. This Agreement is made solely for the purposes set forth herein and no joint venture, partnership or other relationship between Purchaser and Seller is created hereby. 5 (b) No Third -Party Beneficiary. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and authorized assigns. The Agreement does not create or convey any rights, benefits or interests on behalf of any other person. (c) Assignment. This Agreement may not be assigned by Purchaser without Seller's prior written consent in Seller's sole and absolute discretion, and any assignee shall assume the rights and obligations of its assignor. (d) Entire Agreement. This Agreement sets forth the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and agreement, written or oral. This Agreement may be modified only by a written instrument duly executed by Seller and Purchaser. (e) Choice of Laws. This agreement shall be construed, performed and enforced under the laws of the State of Indiana. (f) Counterparts. This Agreement may be executed in one or more counterparts by the parties. All counterparts shall collectively constitute a single agreement. (g) Notices. All notices shall be in writing and sent by hand, facsimile transmission, overnight delivery service or certified mail, return - receipt requested, to the following addresses (or such other addresses as either party may designate to the other from time to time by written notice) and any such notice of other communication shall be deemed to have been given on the day so delivered or refused by the party to whom such notice was sent (it being acknowledged that a facsimile or an e-mail transmission shall not be deemed to be a "writing "): If to Seller: Central Indiana Mitigation Providers, LLC Attn: David Brentlinger 275 Battery Street, Suite # 510 San Francisco CA 94111 With a copy to: Don Ewoldt 902 Monterey Drive, Chesterton, IN 46304 If to Purchaser: (h). Legal Capacity of Signatory. Each person executing this Agreement in a representative capacity hereby warrants that he /she has been duly authorized by his /her principal to execute this Agreement on such principal's behalf. 6 Approved and Adopted this 1 day of ©c.( , 20) Covered Entity: CITY OF CARMEL, INDIANA Vendor: CENTRAL INDIANA MITIGATION By and through its Board of Public Works and Safety PROVIDERS, LLC BY: i t oY ?rese.n t- James Brainard, Presiding Officer Date: died Mary Anr Burke t�Iem}�er7 / Date: /(��/ /�/ 1 Lori S. Wat,ofii, Men ber Date: JO f. ATTEST: Diana Cordray, 1MCA r lerk- Treasurer Date: 10-r / y 7 By: Name: David Brentlinger Title: Vice President Date: Sandra M Deputy Clerk For Approved and Adopted this 1 day of ©c.T" Covered Entity: CITY OF CARMEL, INDIANA By and through its Board of Public Works and Safety BY: Mot ?re.se-n t- James Brainard, Presiding Officer Date: 27(71/ 2-7/(LA Mary AndBur" Iylem�ier/ y Date: / (% / / Lori S. Wat,oh, Mei ber Date: Iof. % t `f ATTEST: Diana Cordray� _lerk- Treasurer Date: 10 ( 7 ,2fficl- Vendor: CENTRAL INDIANA MITIGATION PROVIDERS, LLC By: Name: David Brentlinger Title: Vice President Date: (%(T ti 16 11/41 Sandra M Johns Deputy Clerk For CALIFORNIA ALL - PURPOSE CERTIFICATE OF ACKNOWLEDGMENT State of California County of t A JYI/�AC \ \S Co On ‘©I©(-}- tot+ before me, . s ikee sEay / N oZi A'i UC (Here insert name and title of the officer) personally appeared bA-V \ C) �� E N T LA N && who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is /are subscribed to the within instrument and acknowledged to me that he/she /they executed the same in his /heritheir authorized capacity(ies), and that by his /her /their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certifv under PENALTY OF PERJURY under the laws of the State ofCalifornia that the foregoing paragraph is true and correct. WITNESS my hand and official seal. Sign use of Notary Public (Notary Seal l (A1 to 1/49,49 S. SAPPRASERT COMM. P 2053120 NOTARY PUBLIC - CALIFORNIA SAN FRANCISCO COUNTY A1y Comm, Expires Dec. 23,2017 In1 ll au` li O N ADDITIONAL OPTIONAL INFORMATION DESCRIPTION OF IEEE ATTACHED DOCUMENT (Title or description of attached document' (Tale or description of attached document continued? Number of ?ages 'Document Date :Additional is donation) CAPACITY CLAIMED BY THE SVGNER • tndividuai(s) Ei Corporate Officer (Title) • Parwer(s) C Attorney-in -Fact G Trustee(o) Other • INSTRUCTIONS FOR COMPLETING THIS FORM tiny acknowledgment completed in California must contort verbiage clad!). as appears above in the notary section or 0 separate acknowledgment for, must be pronerlp completed and attached to that document. The only exttpnan rs tf a document is to be recorded outside of California. In suck Instances. any uherrmtn•e acknowledgment verbiage as may be pruned on such a document so long as Me verbiage does not require the nway in do sornetlung that is illegal for a notay nt Calnfornm (i.e. certifying the authorized capacity of the signer). Please check the document carefully for proper notarial n o t dirg and attach this form t required. • State and County information mtut be the State and County where the document signer(s) personally appeared before the notary public For acknowledgment. • Date of notarization must be the date that the signer(s) personal') appeared which must also he the same date the acknowledgnent is completed. • The notary public must print his or her name as it appears within his or her commission follmted by a comma and then your title (notary public) • Print the name's) of document signer-is) who personal') appear at the ume of notarization. • Indicate the correct singular or plural forms by crossing off incorrect fonts fie i.&she /they. is ;are ) or circling the correct forms. Failure to correctly indicate this udormatiort ma) lead to rejection of document recording, • The notary seal impression must be clear and photographically reproducible. Impression must not cover text or lines. If seal impression smudges, re -seal if a sufficient area permits. otherwise complete a different acknowledgment form. • Signature of the notary public must match the signature on file with the once of the county clerk. Additional information is not required but could help to ensure this acknowledgment is not misused or attached to a different document. Indicate title or type of attached documenL number of pages and awe Indicate the capacity claimed by the signer. If the claimed capacity is a corporate officer, indicate the Ode (i e. CEO. CFO, Secretary). • Securely attach this document to the signed document 2008 Version CAPA el 2.10 07 800 - 873 -9865 www.Nntar•Classes coin ACKNOWLEDGMENT STATE OF CALIFORNIA SAN FRANSICSO COUNTY Before me, the undersigned Notary Public in and for said County personally Appeared David Brentlinger, Vice President of Central Indiana Mitigation Providers, LLC and acknowledged the execution of the foregoing Agreement on this day of 2014. Witness my hand and seal the said last named date. My Commission Expires Notary Public County of Residence: STATE OF INDIANA )4124 j1zzC\ COUNTY Before me, the undersigned Notary Public in and for said County personally appeared Lov Watso 4- WtarcjQnn,&u'*tand acknowledged the execution of the foregoing Agreement on this l day of cic-r 2014. Witness my hand and seal the said last named date. My Commission Expires SANDRA M. JOHNSON NOTARY PUBLIC - INDIANA N Comm. Expires Aug. 31, 2018 of Residence: 8 EXHIBIT "AI' Description of Central Indiana Wetland Mitigation Bank 9 /of a W W :iI - 6v SCI •,,.�. im. .„ . i51 s k! E '. � 't"" ^� I JI I. I4 � re� # rip lea isameamh, a;l s V 4 , t a ,,�.1`� is, yIT. `' ra C4 1':. ,_ r l a� t ,Z / j r � e^wi,l i� a 1 xp ttL elpl O µ'�wpix YFiia �3 TLFf �iu \Ike s L.en} M�" �� aitaui :NM �� 46 ; tu' '�{'iil x` 1 !r 1�1 1 I} Z I i '+104 oo. 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