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HomeMy WebLinkAboutItem No. 19 - Agreement Riverpark Mitigation Bank Credit Summerhill Drive Road Extension Project Page 1 of 2 REPORT TO CITY COUNCIL To:Honorable Mayor and Members of the City Council From:Jason Simpson, City Manager Prepared by:Remon Habib, City Engineer Date:May 23, 2023 Subject:Riverpark Mitigation Bank Credit Reservation Agreement for Summerhill Drive Road Extension Project Recommendation Authorize the City Manager to execute a Mitigation Credit Reservation Agreement in the initial deposit amount of $128,350 to be applied towards the purchase of mitigation credits pursuant to an Agreement for Sale of Credits in the total amount of $1,283,500, in substantially the form attached and in such final form as approved by the City Attorney. Background The City has completed the design, specifications, and Right of Way documents for the extension of Summerhill Drive from Ponte Russo to Greenwald for an approximate extension of 4,200 ft. Currently, the City’s environmental Consultant Glenn Lukos is providing professional services in order to complete permitting and acquire mitigation credits for the project. The professional services agreement with Glenn Lukos was approved by Council on January 18, 2019 to perform the necessary biological studies and to prepare and process the regulatory agency permits that are required prior to construction of the Summerhill Drive extension. A Professional Services Agreement with Hunsaker and Associates was approved by Council on May 14, 2019 to complete the design documents for the project. Discussion The Summerhill Drive Extension Project has been authorized to purchase 1.51 re-establishment CDFW mitigation credits, and 1.51 rehabilitation CDFW mitigation credits at the Riverpark Mitigation Bank. The credits are not available currently, but are expected to be available at a later date. The Credit Reservation Agreement will enable the City to reserve the credits necessary for Summerhill Road Project Bank Credit Page 2 of 2 5 1 6 mitigation by the project, allowing the project to move forward when construction funding is available. Fiscal Impact The Summerhill Extension project is programmed in the City’s CIP budget. The immediate fiscal impact to the City under the Credit Reservation Agreement is 10% of the total purchase price, or $128,350. The $1,155,150 remaining balance of the purchase price will be due within 14 days of the notice of credit availability. If credits are not available by March 31, 2024, the City can elect to extend the agreement or receive a full refund of the deposit. Attachments Attachment 1- Letter from McCollum and Sweetwater Exhibit A- Summerhill Drive Extension Credit Reservation Agreement McCollum & Sweetwater Mitigation and Conservation Banking www.mccollum.com/mitigation May 8, 2023 Mr. Remon Habib City of Lake Elsinore 130 South Main Street Lake Elsinore, CA 92530 RE: Riverpark Mitigation Bank Credit Reservation Agreement Dear Mr. Habib: Thank you for your request to purchase 1.51 re-establishment CDFW mitigation Credits and 1.51 rehabilitation CDFW mitigation Credits at the Riverpark Mitigation Bank at $1,283,500.00 to satisfy certain mitigation requirements for resource impacts on the Summerhill Drive Extension Project. The Bank Sponsor is working with the IRT to release Credits from Phase C of the bank. Meanwhile, in response to your request to reserve Credits from that upcoming release, please execute the accompanying Riverpark Mitigation Bank Credit Reservation Agreement and remit to EIP III Credit Co., LLC, via wire or ACH payment, the deposit amount specified below. Payment By ACH or Wire Email sales@ecosystempartners.com to request wire instructions. Including the project name in your request is helpful. EIP III Credit Co., LLC 1.51 Credit re-establishment and 1.51 Credit rehabilitation $1,283,500.00 Deposit due on or before May 22, 2023 $-128,350.00 Remaining total due within 14 days of notice of Credit availability $1,155,150.00 223 Town Center Parkway #1881 1064 Chalcedony St Spring Hill, TN 37174 San Diego, CA 92109 (916) 708-2727 * mccollum@mccollum.com (619) 742-2068 * barryjones_seb@yahoo.com Mr. Remon Habib May 8, 2023 Page 2 A PDF copy of the signed Riverpark Mitigation Bank Credit Reservation Agreement may be delivered via email to: Michael McCollum mccollum@mccollum.com With a cc of your transmittal to: Joseph Williams joe@ecosystempartners.com We will notify you when Phase C credits are released by the IRT and provide instructions for forwarding the balance due and closing the transaction. Thank you for your interest in the Riverpark Mitigation Bank. Please contact me if you have questions. Sincerely, Michael McCollum (916) 708-2727 attachments:Riverpark Mitigation Bank Credit Reservation Agreement cc:Mr. Joseph Williams, Ecosystem Investment Partners / via email Page 1 Riverpark Mitigation Bank RIVERPARK MITIGATION BANK CREDIT RESERVATION AGREEMENT This Reservation Agreement (“Agreement”) is made and entered into this ___ day of May, 2023 (“Effective Date”) by and between EIP III Credit Co., LLC, a Delaware limited liability company (“Bank Sponsor”) and CITY OF LAKE ELSINORE (“Project Proponent”). Bank Sponsor and Project Proponent may be referred to individually as “Party” or collectively as the “Parties.” The Parties agree as follows: 1. INTRODUCTION. 1.1. Riverpark Mitigation Bank. The Riverpark Mitigation Bank (“Mitigation Bank” or “Bank”) has been authorized by the Army Corps of Engineers, Los Angeles District (“Corps”), United States Fish and Wildlife Service (“USFWS”), California Regional Water Quality Control Board, Region 8 (“RWQCB”) and the California Department of Fish and Wildlife (“CDFW”), collectively the Interagency Review Team, or “IRT”, pursuant to a Mitigation Bank Enabling Instrument (“BEI”) that was fully executed on October 25, 2019, to operate as a mitigation bank with credits (“Credits”) available for sale. The Credits consist of Waters of the U.S., Waters of the State, and Covered Habitat Credits. 1.2. Project Proponent. Project Proponent is seeking to implement the Summerhill Drive Extension Project (“Project”) located within the City of Lake Elsinore, Riverside County, California, which may impact jurisdictional waters, wildlife, and/or habitat values, and seeks to reserve Credits from the Mitigation Bank to compensate for the loss. Project Proponent alone shall be responsible for obtaining the approval of the applicable agencies to mitigate the impacts of its Project(s). In that regard, Bank Sponsor has made no, and makes no, representation, warranty, or guaranty that the applicable agencies will approve the Mitigation Bank as suitable mitigation for the Project. 1.3. Purpose. The purpose of this Agreement is to grant Project Proponent an exclusive right to purchase 1.51 re-establishment Credits and 1.51 rehabilitation Credits from the Bank. 1.4. Purchase and Sale Agreements. Bank Sponsor and Project Proponent shall execute a Purchase and Sale Agreement (“Exhibit A”) to provide the Project Proponent with the required Credit amounts indicated in Section 2 below. This form of Purchase and Sale Agreement is as required by the Riverpark Bank Enabling Instrument, and this transaction shall be reported Page 2 by the Bank Sponsor to the regulatory agencies in accordance with the Riverpark Bank Enabling Instrument. 1.5. Effective Date. The effective date (“Effective Date”) of this Agreement shall be the date that a duly executed copy of this Agreement is entered into by both Parties as indicated by the date entered above and equal to the date of the last signature provided on Page 5 of this Agreement. 2. RESERVATION. Upon execution of this Agreement and delivery of the Reservation Payment (defined below), Bank Sponsor hereby grants Project Proponent an exclusive right (the “Reservation”) to purchase 1.51 re-establishment Credits and 1.51 rehabilitation Credits from the Bank when they become available as provided for in Section 2.2. Project Proponent must exercise his/her/its right to reserve the Credits and provide the Reservation Payment by May 19, 2023. 2.1. Reservation Term. The term (“Reservation Term”) of the Reservation shall commence on the Effective Date and, unless sooner terminated as provided herein, shall end March 31, 2024. 2.2. Exercise. The Reservation shall be exercised by executing the Agreement for Sale of Credits, which is attached as Exhibit A. Such exercise and payment of the remaining Purchase Price balance must be made within 14 days of Bank Sponsor providing notice to Project Proponent that the IRT has released a sufficient number of Credits to satisfy the Reservation and all Credits reserved for other project proponents as of the Effective Date (“Credit Release Notice”). 3. PURCHASE AND SALE. If Project Proponent exercises the Reservation, Bank Sponsor shall sell, and Project Proponent shall buy, the Credits on the terms and conditions as set forth below and in the Agreement for Sale of Credits (Exhibit A). 3.1. Purchase Price. The purchase price (“Purchase Price”) shall be an amount equal to One Million Two Hundred Eighty-three Five Hundred dollars ($1,283,500.00), which is based upon Four Hundred Twenty-five Thousand dollars ($425,000.00) per Credit. 3.2. Project Proponent shall provide payment of One Hundred Twenty-eight Thousand Three Hundred Fifty dollars ($128,350.00), which is 10% of the total Purchase Price (“Reservation Payment”), in accordance with Section 2, above. The Reservation Payment is nonrefundable except as described in Section 3.3 below. The remaining Purchase Price balance, $1,155,150.00, must be made within 14 days of Bank Sponsor providing Credit Release Notice to Project Proponent. Upon Credit Release Notice, should Project Proponent fail to exercise his/her right to purchase the total number of Credits reserved (i.e., partial purchase), at the election of the Bank Sponsor this reservation may be declared terminated and the Reservation Payment shall remain nonrefundable. 3.3 Refund and Credit Release Requests. If Bank Sponsor receives the full amount of the Reservation Payment in accordance with the Provisions of Section 3.1 but does not provide Project Proponent the Credit Release Notice by the end of the Reservation Term, then Bank Sponsor would, at the election of the Project Proponent, either: (a) extend the Agreement, or (b) refund to the Project Proponent the Reservation Payment. Page 3 3.4. Termination. If Bank Sponsor has not received the Reservation Payment by May 19, 2023, Bank Sponsor shall automatically be released from its obligation to reserve the Credits for Project Proponent, and Project Proponent shall have no further right to any of the Credits from Bank Sponsor. In the event of a termination under this Section 3.4, the Parties shall have no further rights or obligations with respect to each other. 4. LIMITATION OF OBLIGATIONS, RIGHTS OF PROJECT PROPONENT. 4.1. Limitation of Obligations. Project Proponent shall have no obligation whatsoever by reason of the use of the Mitigation Bank, to support, pay for, monitor, report on, sustain, continue in perpetuity, or otherwise be obligated or liable for the success or continued expense or maintenance in perpetuity of that site. 4.2. Limitation of Rights. Nothing in this Agreement shall result in Project Proponent having any right, title, or interest in the Mitigation Bank greater than that specifically granted by this Agreement. Project Proponent’s sole right shall be to purchase Credits from the Bank Sponsor that serve as the required mitigation for the Project. 4.3. Joint Use. Bank Sponsor shall reserve the Credits for the sole use of the Project Proponent. This reservation shall in no way restrain Bank Sponsor from selling mitigation values or credits at the Mitigation Bank to others, so long as the aggregate number of mitigation values or credits sold to all parties, including Project Proponent, does not exceed the aggregate number of mitigation values or credits that are either anticipated in future credit releases or authorized for sale. 4.4. Project Approvals. Project Proponent alone shall be responsible for obtaining the approval of the applicable agencies to mitigate the impacts of the Project with the Mitigation Bank. In that regard, neither Bank Sponsor nor the Bank make any representation, warranty, or guaranty that the applicable agencies will approve the Mitigation Bank as suitable mitigation for the Project. Notwithstanding the foregoing, Bank Sponsor shall reasonably cooperate with Project Proponent's efforts to obtain applicable agencies’ approval for use of the Credits by providing information required by applicable agencies and executing documents required by the applicable agencies. Bank Sponsor shall not be obligated to bear any cost greater than a nominal expense or incur any additional liability in connection with such cooperation. 4.5. Limitations on Assignment; Transfer. Project Proponent acknowledges that Bank Sponsor is not willing to sell mitigation values or the Credits which could be resold in competition with the remaining mitigation values or Credits available for sale within the Mitigation Bank. This Reservation Agreement applies solely to the Project and cannot be transferred to another entity or another project. 5. MISCELLANEOUS PROVISIONS 5.1. Notices. Any notices, requests, demands, or other communications required or permitted to be given under this Agreement shall be in writing and shall be deemed to have been Page 4 duly given on the date of service if served personally (FedEx and similar services shall be considered to be personal service) or by telephone facsimile or other electronic transmission (provided that the sender of a telephone facsimile or other electronic transmission has received a return receipt signed by the Party so notified, or has other written evidence of receipt), and upon the second business day after mailing, if mailed to the Party to whom notice is to be given, by first- class mail, registered or certified, postage prepaid, return receipt requested, and properly addressed as follows:   Bank Sponsor: Joseph Williams EIP III Credit Co., LLC 5550 Newbury Street, Suite B Baltimore, MD 21209 Telephone: (410) 982-0240 Email: joe@ecosystempartners.com Project Proponent: Remon Habib City of Lake Elsinore 130 South Main Street Lake Elsinore, CA 92530 Telephone: (951) 674-3124 Email rhabib@lake-elsinore.org Any Party may change its address for purposes of this section by giving the other Party written notice of the new address in the manner set forth above. 5.2. Modification. No waiver, alteration, modification, or termination of this Agreement shall be valid unless made in writing. 5.3. Payments. Any and all obligations of the Project Proponent under this Agreement, whether financial or otherwise, shall be payable solely from the revenues, income, rents, and receipts earned by the Project Proponent. Nothing herein shall be deemed to prevent the Project Proponent from making any payments from any other legally available source. The financial obligations of the Project Proponent payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. 5.4. Jurisdiction. The Parties hereby consent to the exclusive jurisdiction of Riverside County, California in any action on a claim arising out of, under or in connection with this Agreement or the transactions contemplated by this Agreement. Each Party further agrees that personal jurisdiction over him or her may be effected by service of process by registered or certified mail addressed as provided in Section 5.1 of this Agreement, and that when so made shall be as if served upon him or her personally within the State of California. Page 5 5.5. Non-Binding Mediation. In the event that the Parties are unable to resolve any differences concerning the terms of this Agreement, the Parties agree to participate in nonbinding mediation concerning such differences prior to the commencement of litigation. 5.6. Governmental Immunity and Limitations. No term or condition of this Agreement shall be construed or interpreted as a waiver, expressed or implied, of any of the immunities, rights, benefits, protections, or other provisions of the California Constitution or the Federal Tort Claims Act, 28 U.S.C. §§ 1346(b) and 2671 et seq., as applicable now and hereafter amended. 5.7. Interpretation; Entire Agreement. The headings or captions to the sections of this Agreement are not a part of the Agreement and shall have no effect upon the construction or interpretation of any part thereof. This Agreement sets forth the entire understanding between the Parties as to the subject matter of the Agreement and merges all prior discussions, negotiations, letters of understanding, or other promises, whether oral or in writing. 5.8. Attorneys' Fees. In the event any of the Parties shall commence legal proceedings for the purpose of enforcing any provision or condition hereof, or by reason of any breach arising under the provisions hereof, then the prevailing Party in such proceeding shall be entitled to court costs and reasonable attorneys' fees. Without limiting the generality of the foregoing, the prevailing Party shall be entitled to recover its attorneys' fees and other legal expenses incurred in connection with a bankruptcy or other insolvency-related proceeding of the other Party (and including such fees and expenses incurred in efforts, whether successful or not, to obtain adequate protection, annulment, modification, or termination of the automatic stay). IN WITNESS WHEREOF, the Parties have executed this Credit Reservation Agreement as of the Effective Date. BANK SPONSOR EIP III CREDIT CO., LLC, a Delaware limited liability company By: ________________________________ Name: Aidan Riordan Its: Chief Operating Officer Date: _______________________ PROJECT PROPONENT City of Lake Elsinore By: ________________________________ Name: Richard J. MacHott Its: Planning Manager Date: _________________________ Name: Jason Simpson Its: City Manager Page 6 EXHIBIT A DRAFT CREDIT PURCHASE AND SALE AGREEMENT TEMPLATE Riverpark Mitigation Bank AGREEMENT FOR SALE OF CREDITS This Agreement is entered into this ____ day of _________, 2023, by and between EIP III CREDIT CO., LLC, a Delaware limited liability company (Bank Sponsor) and CITY OF LAKE ELSINORE (Project Proponent), jointly referred to as the “Parties,” as follows: RECITALS A. The Bank Sponsor has developed the Riverpark Mitigation Bank (Bank) located in Riverside County, California; and B. The Bank has been developed pursuant to a Bank Enabling Instrument (BEI) entered into by and between Bank Sponsor, the Los Angeles District of the U.S. Army Corps of Engineers (USACE) (File No. SPL-2015-00318), United States Fish and Wildlife Service (USFWS), the California Regional Water Quality Control Board, Region 8 (Regional Water Boards), and the California Department of Fish and Wildlife (CDFW) (Tracking No. 1798-2015-01-R6), on December 17, 2019, and C. Project Proponent is seeking to implement the project descri bed on Exhibit “A” attached hereto (Project), which would unavoidably and adversely impact Riverine Wetland, and seeks to compensate for the loss of Riverine Wetland by purchasing Credits from Bank Sponsor; and D. Project Proponent has been authorized by CDFW: EPIMs-RIV-15993- R6 to purchase from the Bank 1.51 re-establishment CDFW mitigation Credits, and 1.51 rehabilitation CDFW mitigation Credits; and RWQCB: SARWQCB R8-2022- 0052 to purchase from the Bank 1.23 re-establishment CDFW mitigation Credits, and 1.26 rehabilitation CDFW mitigation Credits (which is a subset of the 1.51 re- establishment CDFW mitigation Credit and 1.51 rehabilitation Credit and not in addition to the 1.51 CDFW re-establishment Credit and 1.51 CDFW rehabilitation Credit) and USACE: SPL-2021-00291-GS to purchase from the Bank ____ re- establishment USACE mitigation Credits and ____ rehabilitation USACE mitigation Credits (which is a subset of the 1.51 re-establishment CDFW mitigation Credit and 1.51 rehabilitation Credit and not in addition to the 1.51 CDFW re-establishment Credit and 1.51 CDFW rehabilitation Credit), upon confirmation by the Bank Sponsor of Credit availability/adequate balance of Credits remaining for Transfer; and E. Project Proponent desires to purchase from Bank Sponsor and Bank Sponsor desires to sell to Project Proponent 1.51 re-establishment CDFW mitigation Credits and 1.51 rehabilitation CDFW mitigation Credits; NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: 1. Bank Sponsor hereby sells to Project Proponent and Project Proponent hereby purchases from Bank Sponsor 1.51 re-establishment CDFW mitigation Credits and 1.51 rehabilitation CDFW mitigation Credits. The Bank Sponsor will upon receipt of the Purchase Price deliver to Project Proponent an executed Bill of Sale in the manner and form as attached hereto and marked Exhibit “B”. The Purchase Price for said Credits shall be paid by ACH payment or wire transfer of funds according to written instructions provided by Bank Sponsor to Project Proponent. 2. The sale and transfer herein are not intended as a sale or transfer to Project Proponent of a security, license, lease, easement, or possessory or non-possessory interest in real property, nor the granting of any interest of the foregoing. 3. Project Proponent shall have no obligation whatsoever by reason of the purchase of the Credits, to support, pay for, monitor, report on, sustain, continue in perpetuity, or otherwise be obligated or liable for the success or continued expense or maintenance in perpetuity of the Credits sold, or the Bank. Pursuant to the BEI and any amendments thereto, Bank Sponsor shall monitor and make reports to the appropriate agency or agencies on the status of any Credits sold to Project Proponent. Bank Sponsor shall be fully and completely responsible for satisfying any and all conditions placed on the Bank or the Credits by all state or federal jurisdictional agencies. 4. The Credits sold and transferred to Project Proponent shall be non- refundable, non-transferable and non-assignable to any project other than the one listed herein and shall not be used as compensatory mitigation for any other project or purpose, except as set forth herein. 5. Project Proponent must exercise his/her/its right to purchase the Credits within 14 days of the date this Agreement is provided to the Project Proponent. Without Bank Sponsor approval, after the 14-day period this Agreement will be considered null and void. 6. Upon purchase of the Credits specified in Recital D above, the Bank Sponsor shall submit to the parties listed in the Notices section of the BEI, copies of the: a) Agreement for Sale of Credits; b) Bill of Sale; c) Payment Receipt; and d) an updated ledger. The updated ledger must detail: i) Project Proponent; ii) Project Name; iii) Status (sale complete/sale not complete); iv) Credit Sale Date; v) Permitting Agency File/Tracking Number; vi); vii) Total Number of Credits Authorized to Sell; viii) Total Number of Credits Sold to Date (inclusive); and ix) Balance of all Credits Available. The ledger should include all sales data from bank establishment to the present. IN WITNESS WHEREOF, the Parties have executed this Agreement the day and year first above written. BANK SPONSOR EIP III CREDIT CO., LLC, a Delaware limited liability company By: ___________________________________ Name: Aidan Riordan Its: Chief Operating Officer PROJECT PROPONENT CITY OF LAKE ELSINORE By: ____________________________________ Name: Richard J. MacHott Its: Planning Manager Exhibit “A” DESCRIPTION OF PROJECT TO BE MITIGATED Name of Project: Summerhill Drive Extension Project Project Location: City of Lake Elsinore, Riverside County, CA Permitting Agencies File/Tracking Number: CDFW: EPIMs-RIV-15993-R6 [Operation of Law] RWQCB: SARWQCB R8-2022-0052 USACE: SPL-2021-00291-GS Project Description: The Project consists of the extension of Summerhill Drive from its existing terminus north of Ponte Russo to its proposed terminus at Greenwald Avenue, which is necessary to provide secondary fire access to the Tuscany South Development in compliance with the State of California Fire Code, Appendix D-107.1, which states developments of one- or two-family dwellings where the number of dwelling units exceeds 30 shall be provided with two separate and approved fire apparatus access roads. Under current conditions, the Tuscany South Development has only one fire access road and not two. The extension to Summerhill Drive will provide the City and the Tuscany South Development with its second, approved access road in compliance with state law. Additionally, the extension of Summerhill Drive will comply with the requirements contained in the Tuscany Hills Specific Plan. The road extension will cover approximately three-quarters (3/4) of a mile (approximately 4,100 linear feet). The City of Lake Elsinore Circulation Element and the Tuscany Hills Specific Plan identifies Summerhill Drive as a secondary roadway which would be a four-lane road with a total 90-foot wide right-of-way. The roadway would consist of a 14-foot wide median with four, 11-foot wide travel lanes, two six (6)-foot wide bike lanes, and a five (5) to ten (10)-foot wide sidewalk and transition zone. The Circulation Element identifies the bike lanes as Class II bikeways, which are considered as restricted right-of-way for the exclusive or semi-exclusive use of bicycles with the permitting of vehicle parking and vehicle/pedestrian cross flows. The Class II bikeways are the principal provision of bicycle travel in the City. Species/Habitat Affected: General and focused biological surveys were conducted for the Study Area by GLA in 2019 in order to characterize and identify the presence of state- or federally listed plants and animals, or suitable habitat for listed species. A summary of biological survey results is provided below. Plant Species No state-listed, threatened, or endangered plant species were observed within the Study Area during biological surveys conducted in 2019, and none are expected to occur onsite. Wildlife Species One federal and state-listed endangered species, the least Bell’s vireo (Vireo belli pusillus) [LBV], was detected on site during focused surveys conducted for the southwestern willow flycatcher (Empidonax traillii extimus) [flycatcher] and LBV in 2019. One nesting pair of LBV was identified onsite within Drainage F along the southeastern edge of the Project. The LBV was nesting in willow scrub habitat within the drainage. The Project site is located within the Stephens’ Kangaroo Rat Habitat Conservation Plan (SKR HCP) fee area. Pursuant to the SKR HCP, the Applicant will pay the appropriate mitigation fee pursuant to Riverside County Ordinance No. 663.10. Additionally, focused surveys for the burrowing owl (Athene cunicularia) were conducted by GLA in 2019, and the burrowing owl was confirmed absent from the Project site. As the Project site has the potential to support burrowing owls, a preconstruction burrowing owl survey will be conducted within 30 days prior to commencing Project activities, pursuant to the MSHCP. Finally, GLA conducted focused surveys for potentially listed fairy shrimp within the Project site. No listed threatened or endangered fairy shrimp were identified during focused wet season or dry season surveys. Credits to be Purchased: 1.51 re-establishment 1.51 rehabilitation Method of payment: Wire Transmittal __X ACH Payment ____ “Exhibit B” BILL OF SALE Riverpark Mitigation Bank Contract # 23__-RP Permitting Agency File/Tracking No(s). CDFW: EPIMs-RIV-15993-R6, RWQCB: SARWQCB: R8-2022-0052, and USACE: SPL-2021-00291-GS In consideration of $1,283,500.00, receipt of which is hereby acknowledged, EIP III Credit Co., LLC (Bank Sponsor), does hereby bargain, sell and transfer to CITY OF LAKE ELSINORE (Project Proponent), for the Summerhill Drive Extension project, 1.51 re-establishment CDFW mitigation Credits, and 1.51 rehabilitation CDFW mitigation Credits; and RWQCB: SARWQCB R8-2022-0052 to purchase from the Bank 1.23 re- establishment CDFW mitigation Credits, and 1.26 rehabilitation CDFW mitigation Credits (which is a subset of the 1.51 re-establishment CDFW mitigation Credit and 1.51 rehabilitation Credit and not in addition to the 1.51 CDFW re-establishment Credit and 1.51 CDFW rehabilitation Credit) and USACE: SPL-2021-00291-GS to purchase from the Bank ____ re-establishment USACE mitigation Credits and ____ rehabilitation USACE mitigation Credits (which is a subset of the 1.51 re-establishment CDFW mitigation Credit and 1.51 rehabilitation Credit and not in addition to the 1.51 CDFW re- establishment Credit and 1.51 CDFW rehabilitation Credit)in the Riverpark Mitigation Bank in Riverside County, California, developed, and approved under the authority of the Los Angeles District of the U.S. Army Corps of Engineers (USACE), United States Fish and Wildlife Service (USFWS), the California Regional Water Quality Control Board, Region 8 (Regional Water Boards), and the California Department of Fish and Wildlife (CDFW), as mitigation for the Project described in Attachment 1. Bank Sponsor represents and warrants that it has good title to the Credits, has good right to sell the same, and that they are free and clear of all claims, liens, or encumbrances. Bank Sponsor covenants and agrees with the Project Proponent to warrant and defend the sale of the Credits hereinbefore described against all and every person and persons whomsoever lawfully claiming or to claim the same. DATED: ______________________________________ EIP III CREDIT CO., LLC, a Delaware limited liability company By: ___________________________________ Name: Aidan Riordan Its: Chief Operating Officer Attachment 1 Riverpark Mitigation Bank WETLAND CREDITS: PAYMENT RECEIPT PROJECT PROPONENT INFORMATION Name: City of Lake Elsinore Address: 130 South Main Street Lake Elsinore, CA 92530 Phone Number: (951) 674-3124 Contact: Remon Habib Email rhabib@lake-elsinore.org PROJECT INFORMATION Project Description: The Project consists of the extension of Summerhill Drive from its existing terminus north of Ponte Russo to its proposed terminus at Greenwald Avenue, which is necessary to provide secondary fire access to the Tuscany South Development in compliance with the State of California Fire Code, Appendix D-107.1, which states developments of one- or two-family dwellings where the number of dwelling units exceeds 30 shall be provided with two separate and approved fire apparatus access roads. Under current conditions, the Tuscany South Development has only one fire access road and not two. The extension to Summerhill Drive will provide the City and the Tuscany South Development with its second, approved access road in compliance with state law. Additionally, the extension of Summerhill Drive will comply with the requirements contained in the Tuscany Hills Specific Plan. The road extension will cover approximately three-quarters (3/4) of a mile (approximately 4,100 linear feet). The City of Lake Elsinore Circulation Element and the Tuscany Hills Specific Plan identifies Summerhill Drive as a secondary roadway which would be a four-lane road with a total 90-foot wide right-of-way. The roadway would consist of a 14-foot wide median with four, 11-foot wide travel lanes, two six (6)-foot wide bike lanes, and a five (5) to ten (10)-foot wide sidewalk and transition zone. The Circulation Element identifies the bike lanes as Class II bikeways, which are considered as restricted right-of-way for the exclusive or semi-exclusive use of bicycles with the permitting of vehicle parking and vehicle/pedestrian cross flows. The Class II bikeways are the principal provision of bicycle travel in the City. Project Location: City of Lake Elsinore, Riverside County, CA Agency File/Tracking Number(s): CDFW: EPIMs-RIV-15993-R6 [Operation of Law] RWQCB: SARWQCB R8-2022-0052 USACE: SPL-2021-00291-GS Species/Habitat Affected: General and focused biological surveys were conducted for the Study Area by GLA in 2019 in order to characterize and identify the presence of state- or federally listed plants and animals, or suitable habitat for listed species. A summary of biological survey results is provided below. Plant Species No state-listed, threatened, or endangered plant species were observed within the Study Area during biological surveys conducted in 2019, and none are expected to occur onsite. Wildlife Species One federal and state-listed endangered species, the least Bell’s vireo (Vireo belli pusillus) [LBV], was detected on site during focused surveys conducted for the southwestern willow flycatcher (Empidonax traillii extimus) [flycatcher] and LBV in 2019. One nesting pair of LBV was identified onsite within Drainage F along the southeastern edge of the Project. The LBV was nesting in willow scrub habitat within the drainage. The Project site is located within the Stephens’ Kangaroo Rat Habitat Conservation Plan (SKR HCP) fee area. Pursuant to the SKR HCP, the Applicant will pay the appropriate mitigation fee pursuant to Riverside County Ordinance No. 663.10. Additionally, focused surveys for the burrowing owl (Athene cunicularia) were conducted by GLA in 2019, and the burrowing owl was confirmed absent from the Project site. As the Project site has the potential to support burrowing owls, a preconstruction burrowing owl survey will be conducted within 30 days prior to commencing Project activities, pursuant to the MSHCP. Finally, GLA conducted focused surveys for potentially listed fairy shrimp within the Project site. No listed threatened or endangered fairy shrimp were identified during focused wet season or dry season surveys. Credits to be Purchased: 1.51 re-establishment 1.51 rehabilitation