A. The parties to this Memorandum of Agreement (the "Agreement") have participated in the development and adoption of the West Eugene Wetlands Plan (the "Plan"). The Plan addresses the competing needs for development and wetlands preservation in the west Eugene area. The Plan also identifies areas appropriate for wetlands alteration and preservation, establishes standards for development, preservation, and mitigation of wetlands, identifies sites appropriate for development, preservation, and mitigation of wetlands, and describes the processes to be followed to implement the Plan.

B. The City of Eugene ("Eugene") and Lane County approved the Plan through adoption of implementing ordinances. The U.S. Army Corps of Engineers ("ACE") approved the Plan as an Alternate Permitting Process. The Oregon Division of State Lands ("DSL") approved the Plan as a Wetlands Conservation Plan. These approvals incorporate and ratify the standards for wetlands alteration, restoration, creation, enhancement, preservation, and development described in the Plan

C. An integral part of the Plan is the establishment of a comprehensive Mitigation Banking Program for the creation of a number of separate wetlands mitigation bank sites, and the certification and sale of mitigation credits from those wetlands mitigation bank sites. The Mitigation Banking Program is a crucial part of the scheme to provide mitigation for development impacts contemplated in the Plan. The

Mitigation Banking Program includes (1) restoring, creating and enhancing wetland mitigation sites, (2) monitoring and maintenance services for those sites, (3) obtaining, selling and accounting for mitigation credits, and (4) performing other ancillary functions.

D. The Parties desire through Agreement to more fully implement the wetlands mitigation program described in the Plan, and to describe their respective responsibilities in order to implement that program. The Parties also desire through this Agreement to approve the Mitigation Banking Program, including the Program's powers, activities, function and financing.