HomeMy WebLinkAboutMiami Alternatives, LLC - East Water Reclamation Expansion - Farmton Mitigation Bank - Mitigation Credit Reservation and Purchase Agreement 2026 05 21MITIGATION CREDIT RESERVATION AND PURCHASE AGREEMENT
THIS MITIGATION CREDIT PURCHASE AGREEMENT (hereinafter "Agreement") is made by and
between Miami Alternatives, LLC, a Delaware limited liability company (hereinafter "Seller"), and
City of Winter Springs (hereinafter "Buyer") (hereinafter collectively the "Parties").
WITNESSETH:
WHEREAS, Seller owns the Farmton Mitigation Bank (FMB) with mitigation credits (hereinafter
"Credits") available for transfer and sale under St. Johns River Water Management District Permit
No. 4-127-76185-25 and U.S. Army Corps of Engineers Permit No. MBI/1998-01836(IP-ME);
WHEREAS, as part of the environmental permitting process involving the Florida Department of
Environmental Protection (hereinafter "FDEP") and the U.S. Army Corps of Engineers (hereinafter
"USACOE"), it is anticipated that Buyer's permits from the aforereferenced respective
governmental agencies will be conditioned upon purchase of Credits as compensatory
mitigation;
WHEREAS, Seller agrees to sell and Buyer agrees to purchase Credits available from the FMB on
the terms and conditions below to be used to offset wetland impacts associated with the project
known as Winter Springs East Water Reclamation Expansion (hereinafter "Project"); FDEP Permit
No. 460044-001-E I.
WHEREAS, the number of Credits to be purchased by Buyer has been determined by Buyer after
consultation with its advisors to be Twenty -Two Hundredths (0.22) Forested State Only UMAM
Credits.
WHEREAS, Seller requires as part of this Agreement for Buyer to remit this Agreement and funds
to Seller, in orderto allow Sellerto submit minor permit modifications (hereinafter "Minor Permit
Modifications") for a debit of Credits from the SJRWMD ledger so that the aforesaid respective
Credits can be transferred to the Buyer.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants hereinafter
contained, and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Parties hereto, each intending to be legally bound, do hereby warrant
and agree as follows:
1. Terms of Purchase. The purchase price (hereinafter "Purchase Price") of the Credits is
Twenty -Six Thousand Four Hundred Dollars U.S ($26,400.00) based on a per credit price
of One Hundred Twenty Thousand Dollars ($120,000.00) payable in cash, wired federal
funds, cashier's check or check drawn on a U.S. banking institution. Seller agrees to
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reserve and sell to the Buyer the aforementioned Credits under this Agreement as may
be required by the FDEP. A 10% deposit, in the amount of Two Thousand Six Hundred and
Forty Dollars U.S ($2,640.00) shall accompany submittal of this Agreement. All payments
shall be paid to the account of Miami Alternatives, LLC at 410 North Michigan Avenue,
Suite 590, Chicago, Illinois 60611.
2. Reservation Period. This reservation shall commence upon the signing of this Agreement
and the credit reservation shall expire the earlier of 90 days after the effective date or
upon permit issuance. The reservation shall be considered exhausted, if not remedied
within 30 days of the expiration of the agreement.
3. The deposit payment shall be paid to the account of Miami Alternatives, LLC at 410 North
Michigan Avenue, Suite 590, Chicago, Illinois 60611 on or before June 6, 2026 to complete
the reservation in accordance with this agreement. All payments shall be sent in a
trackable format, i.e., USPS, UPS or FedEx, and tracking information shall be sent to the
Seller.
4. Adjustment of Credit Reservation. Seller agrees to reduce the number of credits reserved
if the regulatory agency requirement is decreased at no penalty to the Buyer. The Seller
also agrees to increase the number of credits reserved, if available, at the following
pricing; (1) state -only credits at one hundred twenty thousand dollars ($120,000.00) per
credit, (2) joint state and federal credits at one hundred thirty thousand dollars
($130,000.00) per credit or (3) federal credits (WRAP only) in excess of the state credits
will be fifty thousand dollars ($50,000.00) per credit. The Deposit(s) in either a decreased
need or an increased need will be applied to the final purchase price. In the case of a
credit reservation adjustment within the reservation period identified above, an
addendum to this agreement will be executed by both the Seller and Buyer.
5. Covenants of Seller. Seller covenants and agrees that it shall comply with all conditions
and continuing requirements set forth in Seller's permits from the SJRWMD for the
Mitigation Property. Responsibility for compliance with the Seller's permits as to
mitigation on the Mitigation Property shall solely be the responsibility of Seller. The
provisions of this paragraph 4 shall survive the closing hereunder.
6. Deposit. Unless otherwise described herein or otherwise agreed, the Deposit shall be
credited against the Purchase Price paid by Buyer for the Credits. The Deposit shall be
deposited into a non -interest bearing account. Said Deposit shall be non-refundable to
Buyer except in the case of breach by Seller as set forth in Paragraph 8 below.
7. Conditions of Transfer of Credit. Prior to the transfer of Credits, Buyer shall provide a true
and correct copy of the FDEP permit with exhibits and payment of the final balance. Upon
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receipt of above, Seller shall provide to Buyer within ten (10) days thereafter
documentation as required by the SJRWMD to effectuate the transfer of Credits as per
the conditions of the Buyer's permit (i.e., copy of signed minor permit modification
request) for the Project. Buyer is hereby notified that the transfer of Credits generally
takes approximately thirty (30) days to complete.
8. Debit of Credits and Transfer. Upon notification of the debit of the Credits by the
SJRWMD, the same shall be transferred to Buyer together with documents evidencing
such transfer of Credits. The Parties hereby agree that evidence of the Credits being
transferred shall be the receipt by Seller from the SJRWMD of the Minor Permit
Modification to its Environmental Resources Permit (hereinafter "ERP") and ledger
evidencing the debit of credits. Once either transfer has been completed, the transfer
shall be deemed to be completed.
9. Breach of Seller. If, for some reason, the Credits have not been conveyed to Buyer due to
a breach of the Agreement by Seller, then Seller shall refund all monies received from
Buyer upon written notice of said breach. Notwithstanding the foregoing, Seller shall
have twenty (20) days to remedy said breach; and, if not cured, shall refund all monies to
Buyer.
10. Breach of Buyer. If the Buyer does not complete the full payment schedule, does not
complete payment within 30 days of acquiring all applicable permits or allows the
reservation period to lapse uncured for 30 days, the reservation shall be cancelled. The
reservation may be reengaged at the Seller's discretion.
11. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon
the successors and assigns of the Parties hereto.
12. Applicable Law. This Agreement shall be construed and enforced in accordance with the
laws of the State of Florida.
13, Notices. All notices required by this Agreement shall be in writing and shall be sent by
certified or registered mail or hand delivered to the addresses set out below. Notices shall
be deemed delivered and given when mailed, if mailed, or when delivered by hand, upon
receipt.
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Notices to Seller: Miami Corporation Management, LLC
Managing Member Miami Alternatives, LLC
Attn: Helen Hutchens
410 N. Michigan Avenue, Room 590
Chicago, IL 60611
(312) 644-6720
hhutchens@miami-corp.com
Notices to Buyer: City of Winter Springs
Attn: Clete Saunier, PE
400 Old Sanford Oviedo Rd
Winter Springs, FL 32708
(407) 327-5989
csaunier@winterspringsfl.org
Any notice or demand so given, delivered or made by United States mail shall be deemed
so given, delivered or made on the third business day after the same is deposited in the
United States Mail, registered or certified letter, addressed as above provided, with
postage thereon fully prepaid. All Parties agree that any notice may be faxed to any of the
above Parties or their attorneys. Buyer and Seller may from time to time notify the other
of changes with respect to whom and where notice should be sent by sending notification
of such changes pursuant to this paragraph.
14. Entire Agreement. This Agreement contains the entire understanding between the
Parties and the Parties agree that no representation was made by or on behalf of the
other which is not contained in this Agreement, and that in entering into this Agreement
neither relied upon any representation not especially herein contained. This Agreement
shall not be binding upon the Seller and Buyer until executed by an officer of the Seller
and Buyer, if applicable its corporate seal affixed, and an executed copy of the Agreement
has been delivered to the Buyer and Seller.
15. Amendments and Waivers. This Agreement may not be amended, modified, altered, or
changed in any respect whatsoever, except by a further agreement in writing duly
executed by each and all of the parties hereto. No failure by Buyer or Seller to insist upon
the strict performance of any covenant, duty, agreement or condition of this Agreement
or to exercise any right or remedy upon a breach thereof shall constitute a waiver of any
such breach or of such any other covenant, agreement, term or condition. Any party
hereto, by notice, may but shall be under no obligation to, waive any of its rights or any
conditions to its obligations hereunder, or any duty, obligation or covenants of any other
party hereto. No waiver shall affect or alter this Agreement, but each and every covenant,
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agreement, term and condition of this Agreement shall continue in full force and effect
with respect to any other then existing or subsequent breach thereof.
16. No Joint Venture or Partnership or Agency Relationship. Seller does not have any
ownership interest in Buyer's business relationships or operations and Buyer does not
have any interest in Seller's business relationships or operations. The relationship
between Seller and Buyer is not in any manner whatsoever a joint venture or partnership
and neither party shall be the agent of the other for any purpose, unless specifically
granted in writing after execution hereof. Neither party shall hold itself out as an agent,
partner or joint venturer with the other and each party shall defend and indemnify the
other against any claim of liability arising out of an asserted agency, partnership or joint
venture by the other contrary to the express provisions of this paragraph.
17. Captions; Genders. Captions used in this Agreement are for convenience of reference
only and shall not affect the construction of any provision of this Agreement. Whenever
used, the singular shall include the plural, the plural shall include the singular, and gender
shall include all genders.
18. Partial Invalidity. In case any term of this Agreement shall be held to be invalid, illegal or
unenforceable, in whole or in part, neither the validity of the remaining part of such term
or the validity of any other term of this Agreement shall in any way be affected thereby.
19. Calculation of Time. Time periods of five (5) days or less shall be computed without
including Saturdays, Sundays, or national legal holidays, and any time period existing on
a Saturday, Sunday or national legal holiday shall be extended until 5:00 p.m. on the next
business day.
20. Effective Date. This Agreement is effective on the date on which the last of the parties
signs this Agreement.
21. Typewritten or Handwritten Provisions. Handwritten provisions and/or typewritten
provisions inserted in this Agreement, which are initialed by both parties, shall control
over the printed provisions in conflict therewith.
22. Counterparts. This Agreement may be executed in any number of counterparts, any one
and all of which shall constitute the agreement of the parties and shall be deemed one
original instrument.
23. Execution of Documents. The Parties agree that this document may be executed and
delivered by electronic means and that the signatures appearing on this Agreement are
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the same as handwritten signatures for the purposes of validity, enforceability and
admissibility. The Agreement shall become final upon execution by both Buyer and Seller.
24. Time is of the Essence. Time is of the essence under the terms of this Agreement.
25. Agreement Not Recordable. This Agreement shall not be recorded in the public records
of any county and any attempt to do so shall be null and void and of no force and effect
whatsoever and any attempt to do so shall place said party in default hereof.
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IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement, to become
effective in accordance with the terms of this Agreement.
Signed, sealed and delivered
in the presence of:
WITNESSES:
AS TO BUYER:
SELLER:
MIAMI ALTERNATIVES, LLC
By:
Name:
Title:
Date:
BUYER:
CITY OF WINTER SPRINGS
By:
Name: Kevin Sweet
Title: City Manager
Date: Al aooc
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