25-10_RFI_SS_The_Mitigation_Banking_Group_Inc.pdf

PUBLIC NOTICE OF INTENT TO SINGLE/SOLE SOURCE PURCHASE

REQUEST FOR INFORMATION (RFI) 25-10: The Mitigation Banking Group, Inc.

This is not an invitation to submit a bid or quote.

This RFI is intended to verify whether the specifications for a specified commodity and/or item are non-restrictive and if more than one company can provide such commodity and/or item.

CONTACT INFORMATION:

Jacqueta Scott, Procurement

Manager

Email:

jscott@cityofoviedo.net

Phone: (407) 971-5534

ISSUED DATE: October 1, 2024

VALID FOR FY24-25

(October 22, 2024 – September 30, 2025)

NOTICE END DATE: October 22, 2024 @ 12:00 P.M. (EST)

DEADLINE FOR WRITTEN QUESTIONS: Not Applicable

SOLICITATION RESPONSE: Responses will be received until the above notice end date or as otherwise amended. Late responses will not be accepted.

Responses may be submitted electronically by emailing the Purchasing Division

(purchasing@cityofoviedo.net), or hand-delivered to: City of Oviedo, Purchasing

Division, 400 Alexandria Blvd., Oviedo, Florida 32765

Pursuant to Florida Statute, Section 287.057, notice is hereby given that the following product / service may be a single source.

• Manufacturer / Service Provider: The Mitigation Banking Group, Inc.

Product / Service: Wetlands Mitigation Credit Purchase

Prospective respondents that disagree and believe that they are a qualified supplier capable of providing the same product or service are requested to provide information regarding their ability to do so.

Respondents are not to provide pricing with their response until asked to do so. All responses will be evaluated by the Purchasing Division and the appropriate requesting Department, who shall jointly render the final decision in establishing the approved equal status of the commodity offered.

All services, programs and activities of the City of Oviedo are offered and solicited without regard to race, color, national origin, age, sex, religion, disability or family status. For information regarding the City’s Title VI Nondiscrimination Policy, Plan and Procedures please visit www.cityofoviedo.net mailto:jscott@cityofoviedo.net mailto:purchasing@cityofoviedo.net http://www.cityofoviedo.net/

WETLANDS MITIGATION CREDIT PURCHASE AND ESCROW AGREEMENT

THIS WETLANDS MITIGATION CREDIT PURCHASE AND ESCROW

AGREEMENT (hereinafter “Agreement”) is entered into by and between The Mitigation Banking

Group, Inc. (hereinafter “Seller”), whose mailing address is P.O. Box 195813 Winter Springs, Florida 32708 and CITY OF OVIEDO, FLORIDA, a Florida municipal corporation (hereinafter the “City”) whose mailing address is 400 Alexandria Blvd, City Hall, Oviedo, Florida 32765 effective as of the date set forth below. The Seller and the City may hereinafter be referred to individually as “Party” and collectively as the “Parties.”

WITNESSETH:

WHEREAS, City has submitted an environmental permit application in connection with the development project known as Lake Charm Drive Ditch Retrofit (the “Project”) and as part of the environmental permitting process involving the St. Johns River Water Management

District (hereinafter “SJRWMD”) it is anticipated that the City’s permit from SJRWMD

(Application No. 139912-8) will be conditioned upon purchase of Credits (as described below) as compensatory mitigation; and

WHEREAS, the Project requires mitigation in the form of Uniform Mitigation Assessment

Methodology (“UMAM”) credits as determined by SJRWMD, and the City wishes to purchase

0.22 UMAM credits (the “Mitigation”) from Seller to compensate for wetlands impacts associated with the Project; and

WHEREAS, the Seller represents an ecological restoration project located in Seminole

County, Florida known as Lake Jessup Woods (hereinafter referred to as the “Mitigation

Property”); and

WHEREAS, Seller represents an offsite mitigation area with mitigation credits

(hereinafter “Credits”) available for transfer and sale;

WHEREAS, Seller agrees to sell and the City agrees to purchase Credits available from the Mitigation Property on the terms and conditions below to be used to offset wetland impacts associated with the proposed development of the Project; and

WHEREAS, Seller has agreed to enter into this Agreement to provide the Mitigation as required from the City by SJRWMD in exchange for the City providing funds to Seller so that the aforesaid respective Credits can be transferred to the City.

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. Recitals. The above stated recitals (whereas clauses) to this Agreement are hereby adopted and form a material part of this Agreement and the consideration hereof upon which the

Parties have relied.

2. Terms of Purchase. The purchase price (hereinafter “Purchase Price”) of the Credits is Ninety-Nine Thousand Dollars U.S. ($99,000.00). Seller agrees to reserve and sell to the City the aforementioned Credits under this Agreement as may be required by the SJRWMD. A 10% deposit in the amount of $9,900.00 is required with the signing of this agreement to reserve the

UMAM credits.

3. The Purchase Price will be placed in Escrow by the City with the Escrow Agent listed below (“Escrowed Funds”) and released to the Seller as hereinafter provided. Escrow Agent shall notify Seller upon receipt of the Escrowed Funds.

4. Reservation Period. This reservation shall commence upon the final signature of this

Agreement and expire 90 days thereafter or when the SJRWMD Permit is issued, whichever occurs first.

5. Covenants of Seller. Seller covenants and agrees that it shall comply with all conditions and continuing requirements set forth 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. Conditions of Transfer of Credit. Seller shall provide to the City 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 for the Project. The City understands that the transfer of

Credits generally is accomplished in approximately thirty (30) to sixty (60) days.

7. Debit of Credits and Transfer. Upon notification of the debit of the Credits by the

SJRWMD, the same shall be transferred to the City together with document(s) evidencing such transfer of Credits. The Parties hereby agree that evidence of the Credits being transferred shall be the receipt by Seller from the FDEP of notice of the transfer of such credits. Once transfer has been completed, it is acknowledged that Seller’s payment is fully earned.

8. Release of Escrowed Funds. Upon receipt by Escrow Agent of above evidence acknowledging the transfer of mitigation credits to the City, it is acknowledged that the release of Escrowed

Funds deposited with Escrow Agent to Seller is authorized. The Escrow Agent shall, without further direction of any party, disburse to Seller or its appointee all sums held in escrow under this Agreement (hereinafter “Escrow Property”). The Escrowed Funds shall be paid to the account of The Mitigation Banking Group, Inc. and submitted via trust check, wire transfer of funds, or cashier’s check to The Mitigation Banking Group, Inc. P.O. Box 195813 Winter

Springs, Florida 32708.

9. Breach of Seller. If, for any reason, the Credits have not been conveyed to the City due to breach by Seller of the Agreement, then the Escrow Agent shall disburse the Escrowed

Funds to the City upon written notice of said breach. Notwithstanding the foregoing, Seller shall have twenty (20) days to remedy said breach; and if not cured the Escrow Agent shall refund the

Escrowed funds to the City.

10. Interpleader. If the Parties shall be in disagreement about the interpretation of this

Agreement, or about their respective rights and obligations, or the propriety of any action contemplated by the Escrow Agent hereunder, the Escrow Agent may, in its sole discretion, continue to hold the funds until it receives joint directions signed by both Parties or file an action of interpleader to resolve said disagreement. The Escrow Agent shall be indemnified for all costs, including reasonable attorneys’ fees, in connection with the aforesaid interpleader action, and shall be fully protected in suspending all or a part of its activities under this Agreement, consistent with

Florida law, until a Final Judgment in the interpleader action is received.

11. Duties of Escrow Agent. The Escrow Agent undertakes to perform only such duties as are expressly set forth herein and no implied duties or obligations shall be read into this

Agreement against the Escrow Agent. The Escrow Agent shall only be liable for actual fraud or gross negligence.

12. Reliance of Escrow Agent. The Escrow Agent may act in reliance upon any writing or instrument or signature which it, in good faith, believes to be genuine, may assume the validity and accuracy of any statement or assertion contained in such a writing or instrument, and may assume that any person purporting to give any writing, notice, advice or instructions in connection with the provisions hereof has been duly authorized to do so.

13. Indemnification of Escrow Agent. The City and Seller hereby agree to indemnify the

Escrow Agent and hold it harmless from any and all claims, liabilities, losses, actions, suits or proceedings at law or in equity, or any other expenses, fees or charges of any character or nature which it may incur or with which it may be threatened by reason of its acting as Escrow Agent under this Agreement, and in connection therewith, to indemnify the Escrow Agent against any and all expenses.

14. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Parties hereto.

15. Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida.

16. 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.

Notices to Seller shall be sent to:

The Mitigation Banking Group, Inc.

P.O. Box 195813

Winter Springs, Florida 32708

Attn: Victoria Bruce

Email: victoria@mitigationbankinginc.com

Notice to City shall be sent to:

City of Oviedo, Florida

400 Alexandria Blvd.

Oviedo, FL 32765

Attn: Mr. Bryan Cobb, City Manager

E-mail: bcobb@cityofoviedo.net

Notice to Escrow Agent shall be sent to:

Stenstrom, McIntosh, Colbert & Whigham, PA

300 International Parkway, Suite 100

Lake Mary, FL 32746

Attn: David W. Hall. Esq.

E-mail: dwhall@stenstrom.com

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. The Parties mutually agree that notification by e-mail to the email addresses listed herein shall be deemed sufficient for all purposes except for notice of default. The City and Seller may mailto:victoria@mitigationbankinginc.com mailto:bcobb@cityofoviedo.net mailto:dwhall@stenstrom.com 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.

17. 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 the City until executed by an officer of the Seller and the City, if applicable its corporate seal affixed, and an executed copy of the Agreement has been delivered to the City and Seller.

18. 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 the City 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 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, 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.

19. No Joint Venture or Partnership or Agency Relationship. Seller does not have any ownership interest in the City 's business relationships or operations and the City does not have any interest in Seller's business relationships or operations. The relationship between Seller and the City 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.

20. 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.

Date:

21. 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.

22. Effective Date. This Agreement is effective on the date on which the City signs this

Agreement. If more than 30 days have transpired between the first and last signature, this agreement is null and void.

23. 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.

24. 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.

25. Time is of the Essence. Time is of the essence under the terms of this Agreement.

26. 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.

IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the date set forth below each Party’s signature.

ATTEST: THE MITIGATION BANKING GROUP,

INC.

Name: ________________

Victoria Bruce;

CEO

Date:

ATTEST:

____________________ CITY OF OVIEDO, FLORIDA

Elianne Rivera; City Clerk

By

Bryan Cobb, City Manager

[ADDITIONAL SIGNATURE BLOCK FOLLOWS]

By:

https://na4.documents.adobe.com/verifier?tx=CBJCHBCAABAAvi4fyhQ_x3yoN-7QtjzanPewac7mon8Q https://na4.documents.adobe.com/verifier?tx=CBJCHBCAABAAvi4fyhQ_x3yoN-7QtjzanPewac7mon8Q

ESCROW AGENT

STENSTOM, MCINTOSH, COLBERT &

WHIGHAM, PA

David W. Hall, Esq.