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Contract 2019-11A PURCHASE AND SALE AGREEMENT FOR RESERVED MITIGATION CREDITS THIS PURCHASE AND SALE AGREEMENT FOR RESERVED MITIGATION CREDITS(hereinafter"Agreement") is made this day of Fpb( t{ , 2019 by and between HAMMOCK LAKE MITIGATION BANK,LLC,a Florida limited liability company,(hereinafter"Seller"), whose mailing address is 1230 Peachtree Street NE, Suite 3500, Atlanta, Georgia 30309 and CITY OF CLERMONT,FLORIDA(hereinafter "Buyer")whose mailing address is 685 West Montrose Street Clermont, Florida 34711 (hereinafter collectively the"Parties"). WITNESSETH: WHEREAS, Seller owns and operates the Hammock Lake Mitigation Bank located in Polk County,Florida(the"Mitigation Bank")with freshwater forested mitigation credits available for transfer and sale under Southwest Florida Water Management District (hereinafter "SWFWMD") Permit No. 43033458.000 and U.S. Army Corps of Engineers ("USACOE") Application No. SAJ-2007-5939; WHEREAS, Buyer needs to purchase Credits to offset wetland impacts associated with the proposed development of a project known as New Clermont Boat Ramp (hereinafter" Project"), FDEP Application Number"0371849-001-EI and USACOE Number: SAJ-2019- 00104-CSH; WHEREAS,as part of the environmental permitting process for the Project involving the Florida Department of Environmental Protection (hereinafter "FDEP") and USACOE, it is anticipated that FDEP and USACOE will condition the issuance of Buyer's permits on the purchase of Credits as compensatory mitigation; WHEREAS, Seller agrees to sell and Buyer agrees to purchase Credits available from the Mitigation Bank on the terms and conditions below to be used to offset wetland impacts associated with the Project; WHEREAS, Buyer has determined that the number of Credits to be purchased is 0.27 (twenty-seven hundredths)herbaceous state credits("Subject Credits");and 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 Subject Credits is Thirty-Seven Thousand Eight Hundred U.S. Dollars ($37,800.00) payable to Seller by check or wire transfer of federal funds pursuant to wire instructions provided in execution of this Agreement,all payments shall be paid to the account of Hammock Lake Mitigation Bank and submitted via wire as referred to Exhibit A or a U.S. Institutional check sent to Hammock Lake Mitigation Bank, 1230 Peachtree Street NE, Suite 3500, Atlanta, Georgia 30309. 2. Reservation Period.This reservation shall commence upon the signing of this Agreement and payment of the Deposit to the Seller and shall expire on April 15,2019. If Buyer shall fail to deliver the Purchase Price in accordance with this Agreement, Seller may terminate this Agreement by written notice to Buyer, upon which notice Seller shall be entitled to retain the Deposit and the Parties shall have no further rights or obligations hereunder, except as otherwise provided. 3. Adjustment of Credit Reservation. Any federal credits in excess of the state credits will be twenty thousand ($20,000.00) dollars per credit. In the case of a credit reservation adjustment within the reservation period identified above,Buyer and Seller will execute an addendum to this Agreement. 4. Covenants of Seller. Seller covenants and agrees that it shall comply with all conditions and continuing requirements set forth in Seller's permits for the Mitigation Bank. Responsibility for compliance with the Seller's permits as to mitigation on the Mitigation Bank shall solely be the responsibility of Seller. The provisions of this paragraph 4 shall survive the closing hereunder. 5. Conditions of Transfer of Credit. Prior to the transfer of Subject Credits, Buyer shall provide a true and correct copy of the FDEP permit with exhibits to Seller. Upon receipt of the permit and payment of the Purchase Price, Seller shall provide to Buyer within ten (10)days thereafter documentation as required by the SWFWMD to effectuate the transfer of the Subject 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)to sixty(60)days to complete. 6. Debit of Credits and Transfer. Upon notification of the debit of the Subject Credits,the same shall be transferred to Buyer together with documents evidencing such transfer of the Subject Credits. The Parties hereby agree that evidence of the Subject Credits being transferred shall be the receipt by Seller from SWFWMD of the ledger evidencing the debit of credits. Once either transfer has been completed, the transfer shall be deemed to be completed and payment fully earned. 7. Breach of Seller. If the closing of the purchase and sale of the Subject Credits as contemplated by this Agreement is not consummated because of a default by Seller hereunder, then Buyer shall provide Seller with written notice of such default and Seller shall have twenty (20)days within which to cure any such default; if Seller does not cure its default, then following such notice and cure period, Buyer may, as Buyer's sole and exclusive remedy(except as hereinafter expressly provided),terminate this Agreement by written notice to Seller,upon which notice Seller shall return the Deposit to Buyer and the written notice to Seller,upon which notice Seller shall return the Deposit to Buyer and the parties shall have no further rights or obligations hereunder, except with respect to those provisions of this Agreement which by their express terms survive termination of this Agreement. Buyer hereby EXPRESSLY WAIVES AND RELEASES ANY AND ALL OTHER RIGHTS, REMEDIES AND CLAIMS UNDER THIS AGREEMENT, AT LAW, IN EQUITY AND OTHERWISE IN CONNECTION WITH OR ARISING FROM NAY SUCH SELLER DEFAULT. 8. 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 hereunder, the Seller shall deposit the funds with an Escrow Agent. The Escrow Agent will 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. In the event an Escrow Agent is appointed: a. 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. b. 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. c. Indemnification of Escrow Agent. Buyer 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. 9. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Parties hereto. 10.Applicable Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida. 11. Notices. Any notice or demand permitted or required by this Agreement shall be made in writing and shall be delivered by hand delivery,which shall include delivery by reputable national overnight courier service, such as Federal Express, or by electronic transmission (including electronic mail or facsimile, as may be set forth below) with confirmation of transmission followed by hand delivery of a copy of such notice or demand. Any such notice or demand shall be effective and deemed received on the date delivered to the addressee, as indicated on the receipt confirmation if delivered by hand, or if delivered by electronic transmission, on the date of such transmission, as indicated on the receipt confirmation. Rejection or other refusal to accept or the inability to deliver because of changed address of which no notice was given shall be deemed receipt of the notice, demand or request sent. For the purposes of this Section, notices shall be directed as follows: Notices to Seller: Hammock Lake Mitigation Bank, LLC Attn: Crossover Portfolio Manager 1230 Peachtree Street N E Suite 3500 Atlanta, Georgia 30309 Email: AKatz@domaincapitalgroup.com With a copy to: The Mitigation Banking Group, Inc. Attn: Victoria K. Colangelo 3208 W. State Road 426 Suite 1020 Oviedo, Florida 32765 Email: Victoria@mitigationbankinginc.com Notices to Buyer: James Kinzler City of Clermont, Florida 685 West Montrose Street Clermont, Florida 34711 JK inzler@clermontfl.org 12. 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. 13. 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, 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. 14. No Joint Venture or Partnership or Azencv 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 anymanner whatsoever a venture or partnershipand neither Y joint 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. 15. 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. 16. 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. 17. 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. 18. Effective Date. This Agreement is effective on the date on which the last of the parties signs this Agreement. 19.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. 20. 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. The signature pages may be detached from one counterpart and reattached to another counterpart in order to form a fully-executed instrument. Signatures to this Agreement transmitted by facsimile or electronic mail will be valid and effective to bind the Party so signing. Each Party agrees to promptly deliver any execution original to this Agreement with its actual signature to the other Parties, but a failure to do so will not affect the enforceability of this Agreement. 21. Time is of the Essence. Time is of the essence under the terms of this Agreement. 22. 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. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] IN WITNESS WHEREOF,the Parties hereto have duly executed this Agreement, to become effective as of the date and year first above written and in accordance with the terms of this Agreement. Signed, sealed and delivered in the SELLER: presence of: HAMMOCK LAKE MITIGATION BANK, LLC, a Florida limited (ability company AS TO SELLER: By: WITNESS: Name: . n _ — - Title: Managing Director �I\\ \Cor( Executed on ),A(jrth (D , 2019 BUYER: AS TO BUYER: CITY OF C .ERMONT, FLORIDA WITNE S: By: `, It.11 L. Ash - Mayo 17-0tCH A. f r C.C2(ttiO r,k Executed on irPri,i0 2 , 2019 EXHIBIT A DOMAIN TIMBER ADVISORS WIRING INSTRUCTIONS FOR TCPII Holdings, LLC Wiring instructions for TCPII Holdings. LLC are as follows: Bank: IberiaBank 200 W. Congress Street Lafayette. LA 70501 Routing#: 265270413 Account Name: TCPII Holdings. LLC Address: 1230 Peachtree Street NE Suite 3500 Atlanta GA 30309 Account Type: Checking Account 2210391 TRACY ACKROYD HOWE, MMC City Clerk i L�R oN 352-241-7331 TC tfl.or Tackro d@clermon g Choice of Champions Y March 1, 2019 Domain Capital Group Attn:Allison Katz 1230 Peachtree Street NE Suite 3500 Atlanta, GA 30309 Re: Purchase and Sale Agreement for Reserved Mitigation Credits Dear Ms. Katz, Enclosed herewith for your review and execution, please find the executed original of the Purchase and d its which the Clermont City Council approved at the regularly Sale Agreement for Reserved Miti gation Cre return the fully executed original scheduled meeting on February 26,2019.Upon your review and execution,please agreement to my attention using the self-addressed envelope provided. If you have any questions or concerns, please do not hesitate to contact me. Sincer , rlie Zinker /cz Encl. 685 W. Montrose Street Clermont, FL 34711 www.ClermontFL.gov