The URL can be used to link to this page

Home My WebLink About09.c EDB Peters Creek Mitigation Bank Agreements Ratification FINAL EXECUTIVE SUMMARY AGENDA ITEM: Ratification of Mitigation Banking Sales and Reservation Agreements with Cedar Creek Conservation, LLC and with Star 4 Mitigation LLC for the Peters Creek Pipelines Project from Governor's Park to State Road 16. Financial Job No. 22003 SP Project No 2211-0042 Date: November 16, 2023 BACKGROUND: CCUA staff requests Ratification of Mitigation Banking Sales and Reservation Agreements with Cedar Creek Conservation LLC and Star 4 Mitigation LLC for the Peters Creek Pipelines Project from Governor's Park to State Road 16. CCUA is required to acquire wetland mitigation bank credits to mitigate wetlands that will be impacted from constructing pipeline infrastructure connecting the Peters Creek WRF site and the Governor's Park Reclaimed Water Storage/Pump Station and Lift Station. The credits are referred to as Uniform Mitigation Assessment Method Credits (aka UMAM Credits). These credits are a pre-requisite for final issuance of State and Federal Wetlands Permits that will allow construction through these limited wetland sites. This tranche of credits is for the first portion of pipeline that will be constructed from the Governor's Park site northward to State Road 16. A diagram showing these along the pipeline corridor is attached as Figure 1. CCUA's Engineer of Record (Ardurra, via their subcontractor SWCA) professionally delineated the extent of wetlands, received confirmation from the permitting agencies of the appropriate UMAM credits required, and secured offers from the two mitigation banks available to provide the required credits. Due to the shortage of mitigation credits available for the required mitigation bank service area for the proposed wetland impacts, there were no mitigation banks that could provide both state and federal UMAM mitigation credits through the same purchase. As a result, two banking instruments were secured: one for 0.46 Federal UMAM Credits with Star 4 Mitigation LLC for$17,940; and one for 0.46 State UMAM Credits with Cedar Creek Mitigation Bank for$57,500. Pricing for the credits varies based on the number of banks available in a region. SWCA utilized the federal and state databases that keep track of available credits and only the two selected banks were able to provide the necessary UMAM credits listed above. Both of the referenced Mitigation Banking Sales and Reservation agreements are attached for reference. These agreements were executed by CCUA's Executive Director on November 8,2023, so they could be returned to the Mitigation Banks for reservation of these credits and to the Permitting Agencies to facilitate final permit issuance to work in these wetlands. It is customary for our engineer of record to facilitate this permitting through the agencies, but for CCUA to pay the Permit Fees. The fees will be paid from the project budget. //PS(Author) //AA(Review) //PS(Final) RECOMMENDATION: Staff respectfully requests the Board of Supervisors to ratify the attached agreements with Star 4 Mitigation LLC for $17,940; and with Cedar Creek Conservation, LLC for $57,500 for the reservation and purchase of 0.46 UMAM credits for the SR16 to Governor's Park portion of the Peters Creek Pipeline Project. ATTACHMENTS: Figure 1 Locational Diagram Attachment 2- Sales and Reservation Agreement with Cedar Creek Mitigation Bank for 0.46 State UMAM Credits Attachment 3 - Credit Reservation and Purchase Agreement with Star 4 Mitigation Bank for 0.46 Federal UMAM Credits //PS(Author) //AA(Review) //PS(Final) :L� • r+ 1 s • Si►G 4 FIGURE 1 A l: " ,: `:s�,.._.' Wetland G ,;r4„i. , ', -"••; ;, It Ai ••. i er#77•4: *"*x. l �� -. . '.1 W tA '.7': 55arc ,, , i Wetland G fi ,.'�,,•J�.. e air .4i ' r.- '"_ ',I I.1 • 'j any Ili • r•'4• .,.-,: t2 11** • '! `"� -�` #r • 4 f N 0.0314 ac , , wit ,. . .. • ,t . iit , 7 • 4t ••• Wetland H .\ ;� j ':•.` a , \ 'i' .0 ,‘ ' . k..1 • IN 0 * ' ire t• \ • ..tptti- 1'tt''' ' vlirso.:ii. Wetland 3 1(1 -- N0.0 ° t Ir. ac . . . - Statue of l- "Lid lttaxaLL Ktuc,roloft Y r 1:1,200 t, Wetland L , • — — Feet ' 11(— : Wetlan d H - Wetland K s rpj7 ,,.~: )jJ I3. YYYY.�.-if �ot , *'4 Wetland MI: ^�0.0927 ac ith-1, •p , • V ,...i4pari "0 i 'i r. —IF r 1i `r..,I-' ,� / , , L.:........,,Ir r 5, . -- -- \ , -_- - ). , v1/4).-‘,. , - _ , t�♦ ille • . . ,.. , .,, L ,_ „41 J zoil,,..... , .. re\ - . -4 4 ,1 . „ r �j .- i .As R � _ ''N N0.09 9 ac///7 --- ' -4 t. I ' `� State r;Firrfda,Mawr Microsor Legend 71361 Ardurra Peters Creek WWTF Date:October2023 ' o i,000 2A00 m1=1m=Feet Base map provided by o 38�0 76Meters Phase 1 Boundar A rox. 24.42 ac) Ardurra ESRI. Property 1:36,000 y ppboundaries based on N Florida ';';'. Pipeline Easement Georeferenced CAD 1 Permenant Impacts (-81.7534449°, 30.0010217°) provided by Ardurra. l-, Temporary Impacts A „:.:" �; Secondary Impacts SWCA Green Cove Springs,Clay County, Florida ENVIRONMENTAL CONSULTANTS s Wetland J FIGURE 1 , Wetland K t ',4.M 41 . \. . : . -- : 444i*:3t: . 4' - ' \ u00846a N0.0 . -c ilk ' - ' 0.0485 ac t N0.1631 ac '�; .. N0.0694 ac t. ,.: ' Ftx ofFlk�lfirle,Ma� M AIL x it t 4 SF&of i* ( `17,, i icro f2 04 itillillik l' ...,„,a Wetland L t Wetland M , :v : • A...„` ' ,-; .,..-,, filo ...t:;.i.., . . .....: ; :,;,:., ....., . ,,\ ç. 7ruO.0062 ac "0.0927 ac . , %wk._ rot."1.; ,... 1.. . , . . *lilt111,0 . 4 rlit,.% ., "0.0 0 9 ac >r , "0.0969 ac Stele of Florida, I�r�1o1. vlizrosof ufztr.of IFoirriu Mz,z,,I A'cro oft Legend 71361 Ardurra Peters Creek WWTF Date: October2023 0 50 100 Feet Base map provided by 0 mo Meters 10 • Phase 1 Boundary (Approx. 24.42 ac) Ardurra ESRI. Property 1:1 200 Ppboundaries based on N Florida Pipeline Easement Georeferenced CAD ••,•, 1 Permenant Impacts (-81.7534449°, 30.0010217°) provided by Ardurra. c. Temporary Impacts A �; Secondary Impacts SWCA Green Cove Springs,Clay County, Florida ENVIRONMENTAL CONSULTANTS Attachment 2 Sales and Reservation Agreement with Cedar Creek Mitigation Bank for 0.46 State UMAM Credits SALES AND RESERVATION AGREEMENT This Sales and Reservation Agreement (the "Agreement") is entered into effective as of the date that the last party executes this Agreement (the "Effective Date"), by and between Cedar Creek Conservation, LLC ("Seller") whose address is 209 S. Packwood Ave., Tampa, FL 33606 and Clay County Utility Authority ("Buyer") whose address is Whereas, Buyer is obtaining permits for a project known as Peters Creek WTP, located in Clay County, Florida. Buyer is obtaining these permits from the Saint Johns River Water Management District ("SJRWMD") / Florida Department of Environmental Protection (`DEP"), identified by SJRWMD/DEP permit application number # 0350535-006-EI (the "Permits"); and it is anticipated that SJRWMD/DEP will impose a requirement as a condition to granting the Permits that certain mitigation credits be purchased by Buyer to satisfy the conditions of the Permits; and Whereas, Seller is the owner of Cedar Creek Mitigation Bank (the "Bank"), a mitigation bank with freshwater forested UMAM mitigation credits in Basin 8 under SJRWMD Permit No. MB-107-175235-1 (the "Credits"). Seller desires to sell Credits to Buyer for the purpose of meeting Buyer's requirements under the Permits. Buyer has independently determined that the Credits available from Seller will meet Buyer's needs and Buyer therefore desires to obtain an option to acquire Credits from Seller. No other agency credits are included in this sale. NOW, THEREFORE, in consideration of the mutual covenants and undertakings herein and the payment of the Deposit, hereinafter defined, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer hereby agree as follows: 1. Recitals. The recitals set forth in the Preamble are material parts of this Agreement and are incorporated herein by reference. 2. Purchase Price. Buyer shall purchase State Credits, and the purchase price is $125,000 per Credit. Consequently, the total purchase price to be paid by Buyer to Seller shall be $57,500 (the "Purchase Price"). Buyer will pay the Purchase Price by Buyer's certified check or wire transfer of immediately available funds. Payment of some of the Purchase Price, but not all, will not result in ownership of some, but not all Credits; rather, the full Purchase Price payment is required for the transaction. 3. Credit Reservation. Seller reserves .46 State Credits for Buyer (the "Reservation"). After Buyer and Seller execute this Agreement and upon Buyer's request and payment of the Deposit, Seller will address a Reservation Letter to SJRWMD/DEP detailing the specific Credits reserved by Seller. NO CREDITS ARE RESERVED UNTIL THIS AGREEMENT IS EXECUTED AND THE DEPOSIT IS RECEIVED. 4. Term. This Agreement shall commence upon the Effective Date and shall expire on December 15th, 2023 (the "Expiration Date"). Closing must occur prior to 5:00 p.m. eastern standard time on the Expiration Date. 5. Deposit. Upon execution of this Agreement, Buyer shall pay to Seller the sum of $2,500 (hereinafter the "Deposit"). Unless otherwise indicated, the Deposit shall be applied against the total Purchase Price and is non-refundable to Buyer. However, the Deposit shall be fully refundable to Buyer if(a) Seller materially breaches this Agreement, such material breach cannot be cured, and Buyer terminates the contract in writing within 2 days of the material breach, or (b) Buyer terminates this Agreement prior to the issuance of the SJRWMD/DEP permit. 6. Payment of Full Purchase Price. Buyer must pay Seller the full Purchase Price prior to the earlier of the following events: (a) the commencement of any land clearing or work activities pursuant to the SJRWMD/DEP permit, as having mitigation in place before work begins is generally a requirement of said permits; or (b) expiration of the term of this Agreement. At the time of payment of Purchase Price, Buyer will verify in writing the SJRWMD/DEP permit application number and ACOE permit application number. To purchase the Credits, Buyer shall notify Seller of the means of Buyer's payment to Seller. 7. Transfer of Credits. Upon Seller's timely receipt of the full Purchase Price for the Credits, Seller shall transfer the purchased Credits to Buyer, and Seller and Buyer shall cooperate in notifying the appropriate governmental agencies that such transfer of the Credits is complete. If Buyer fails to timely pay the Purchase Price for any Credits, then Seller may terminate this Agreement, refuse to transfer any of the Credits to Buyer, and Buyer's deposit shall be distributed to Seller. 8. Effect of Condemnation or Regulatory Action a) Condemnation. If the Bank property or any part thereof is involuntarily taken prior to Closing pursuant to eminent domain proceedings, or if such involuntary proceedings are commenced prior to Closing, and as a result Seller determines in its sole discretion that it will be unable to transfer any or all of the Credits to Buyer at Closing as specified in this Agreement, then either Buyer or Seller may terminate this Agreement by providing written notice at any time prior to Closing (as defined herein) and Buyer's Deposit shall be refunded. If this Agreement is terminated as provided in this subsection, neither party shall have any further rights or obligations hereunder, except as expressly provided herein. Seller covenants not to request or consent to any condemnation action that would result in Seller's inability to transfer the Credits to Buyer at Closing as specified in this Agreement without Buyer's approval. b) Seller Regulatory Action. If Seller is unable to transfer the Credits to Buyer as provided in this Agreement because of the action or order of any regulatory agency, regardless of whether or not Seller has contested or challenged such action or order, Seller may terminate this Agreement by providing written notice to Buyer at any time prior to Closing. If Seller elects to terminate this Agreement as provided in this subsection, the Deposit shall be refunded to Buyer and neither party shall have any further rights or obligations hereunder, except as expressly provided herein. c) Buyer Regulatory Action. During the Term of this Agreement, if Buyer is prevented by any 2 regulatory agency from acquiring the Credits from Seller as provided in this Agreement, or if Buyer's mitigation plan is not approved by the SJRWMD or ACOE, Buyer may terminate this Agreement by providing written notice to Seller at any time prior to Closing, and neither party shall have any further rights or obligations hereunder, except as expressly provided herein. 9. Seller's Representations and Warranties. Seller hereby makes the following representations and warranties: a) Authorization, Execution and Delivery. This Agreement has been duly authorized, executed and delivered by all necessary action on the part of Seller, constitutes the binding agreement of Seller and is enforceable in accordance with its terms. b) Availability and Reservation of the Credits. As of the date of this Agreement, Seller has enough Credits to satisfy Seller's obligations under this Agreement and such Credits are approved by all requisite governmental agencies. During the period beginning on the Effective Date and ending upon the earlier of: (i) Closing or (ii) termination of this Agreement prior to Closing, Seller will not sell, or contract for the sale of, Credits from the Bank in an amount that would cause the Bank's outstanding Credits balance at Closing to be less than the number of Credits necessary to satisfy Seller's obligations under this Agreement. Seller shall take reasonable actions before and after closing to enforce, defend and maintain the Credits and Buyer's right thereto. c) Validity. SJRWMD SJRWMD Permit No. MB-107-175235-1 ( the "Credit Permits") are valid and in effect as of the date of this Agreement and Seller is in compliance with the requirements of the Credit Permits. 10. Buyer's Representations and Warranties. Buyer hereby makes the following representations and warranties. a) Authorization, Execution and Delivery. This Agreement has been duly authorized, executed and delivered by all necessary action on the part of Buyer, constitutes the valid and binding agreement of Buyer and is enforceable in accordance with its terms. b) In entering into this Agreement, Buyer has not been induced by, and has not relied upon, any representations, warranties or statements, whether express or implied, made by Seller or any agent, employee or other representative of Seller, which are not expressly set forth herein. c) Buyer shall take all actions reasonably necessary to obtain its SJRWMD and ACOE Permits as contemplated herein. 11. Notices. Any notice required hereunder shall be given in writing and shall be sent by (i) personal delivery, (ii) email transmission, or (iii) overnight courier service (with all fees prepaid) to the receiving party as follows: 3 SELLER: Cedar Creek Conservation, LLC Attn: Bill Schroeder 101 E. Town Place, Suite 150 St. Augustine, Fla 32092 bill@mitigationdev.com WITH COPY TO: Cedar Creek Conservation, LLC Attn: Jacob T. Cremer 209 S. Packwood Ave. Tampa, FL 33606 j cremer@cedarcreekmitigation.com BUYER: Attn: Email: Notices will be deemed received when delivered if hand delivered or sent via a recognized overnight courier service. If notice is made by email transmission, the notifying party shall request confirmation of receipt from the receiving party; there will be no deemed receipt of email transmission. If the time period or date by which or on which any right or election provided under this Agreement must be exercised, or by which or on which any act required hereunder must be performed, or by which or on which any notice or demand must be given or received, expires or occurs on a Saturday, Sunday or a holiday observed by local, state or Federal governments or state chartered or national banks in the State of Florida, then such time period or date shall be automatically extended through the end of the next day which is not a Saturday, Sunday or such a holiday. Any party sending a notice or other communication by email transmission shall also send a hard copy of such notice or other communication by one of the other means of providing notice set forth in this Section 12. Any notice or other communication shall be given to such other representative or at such other address as a party to this Agreement may furnish to the other party pursuant to this Section 12. 12. Default, Exclusive Remedies, and Indemnification. In the event of Seller's default hereunder, Buyer's exclusive remedy shall be to terminate the Agreement and receive a refund of any consideration paid by Buyer to Seller. Buyer shall not have recourse to any other remedies nor shall either party be liable for any consequential, special, punitive and exemplary damages of any nature under this Agreement. Buyer shall indemnify, defend, and hold Seller harmless from any claim, demand, loss, liability, damage, or expense (including reasonable attorneys' fees) related to Buyer's purchase and use of the Credits. For the avoidance of doubt, the indemnification obligations of Buyer shall survive Closing. 13. Non-Disclosure. Buyer and Seller agree that the pricing and terms of this Agreement are confidential, and that both Buyer and Seller are strictly prohibited from disclosing the pricing and terms of this Agreement. 4 14. Attorneys' Fees. In connection with any litigation, including pretrial, trial, appellate or bankruptcy or collection proceedings, arising out of, under or relating to this Agreement, or in connection with any action for rescission of this Agreement or for declaratory or injunctive relief, the prevailing party shall be entitled to recover from the other party such prevailing party's actual, reasonable, out-of-pocket costs and reasonable attorneys' and paralegals' fees. 15. Severability. If any provisions of this Agreement are held to be illegal or invalid, the other provisions shall remain in full force and effect. 16. Binding Effect/No Third Party Beneficiary Intended. The obligations and covenants of this Agreement shall bind and benefit the successors, personal representatives, heirs and permitted assigns of the parties hereto. This Agreement is solely for the benefit of the parties hereto and is not intended for the use or benefit of any other person. 17. Captions. The captions for each paragraph of this Agreement are for convenience and reference only and in no way define, describe, extend or limit the scope or intent of this Agreement, or the intent of any provision hereof. 18. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be and be taken to be an original, and all collectively but one instrument. 19. Facsimile Signatures. Facsimile signatures of this Agreement shall be deemed binding on all parties. 20. Governing Law; Venue. The laws of the State of Florida shall govern the validity, enforcement, and interpretation of this Agreement. The obligations of the parties are performable, and venue for any legal action arising out of this Agreement, shall lie in Hillsborough County, Florida. 21. Entire Agreement/Amendments. This Agreement constitutes the sole and entire agreement between the parties and supersedes all letters of intent, term sheets, letters of interest, understandings, promises, covenants, representations, statements, agreements and undertakings (whether written or oral), if any, with respect thereto, which may have been given, distributed, furnished or made prior to or contemporaneously with the execution and delivery of this Agreement. This Agreement may only be amended by written agreement signed by all parties. 22. Assignment. Buyer shall not have the right to assign this Agreement. 23. Waiver. No waiver of any provision or condition of this Agreement by any party shall be valid unless in writing signed by such party. No such waiver shall be taken as a waiver of any other or similar provision or of any future event, act, or default. 24. Time of the Essence. Time is of the essence of this Agreement and each and every provision hereof. [signature page follows] 5 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date. SELLER: Cedar Creek Conservation, LLC By: Name: Jacob T. Cremer Title: Manager Executed: , 20 BUYER: Name: Jeremy D.Johnston,P.E.,M.B.A. Title: Executive Director Executed: 20 6 Attachment 3 Credit Reservation and Purchase Agreement with Star 4 Mitigation Bank for 0.46 Federal UMAM Credits STAR 4 MITIGATION BANK CREDIT RESERVATION AND PURCHASE OPTION AGREEMENT Star 4 Mitigation, LLC, a Florida limited liability company, the owner of the Star 4 Mitigation Bank (hereinafter "Seller"), does hereby enter into this Credit Reservation and Purchase Option Agreement (the "Agreement" or "Option") with and reserves and sets aside for future assignment for the sole benefit of Clay County Utility Authority, a _ (hereinafter "Buyer"), a total of .46 FEDERAL ONLY Uniform Mitigation Assessment Methodology ("UMAM") mitigation credits (the "Credits"), subject to the terms and conditions set forth below. 1. Buyer's Representations: The Buyer represents and warrants to Seller that these Credits are to be used to offset wetland impacts pertaining to permit number issued by the U. S. Army Corps of Engineers for a development known as "Peter's Creek WTP" (hereinafter the "Project"). It is the sole responsibility of the Buyer to assure that the Credits hereby purchased are sufficient to offset the specific proposed wetland impacts for the Project. 2. Purchase of Option: The total purchase price for the Credits is $17,940.00 ("Credit Price") which is based on a price of$39,000.00 per FEDERAL ONLY Credit. In order to acquire this option to purchase the Credits at the Credit Price, pursuant to the terms of this Agreement, Buyer shall pay ten percent (10%) of the total Credit Price, or $1,794.00 ("Option Payment Amount"), upon execution of this Option Agreement. The Option Payment Amount is nonrefundable and will be applied toward the purchase price of the Credits only if this Option is exercised. This Option grants the Buyer the right to acquire the Credits at the Credit Price only if Buyer exercises the Option by providing written notice to Seller on or before December 2, 2023 and Buyer making full payment of the Credit Price (less the Option Payment Amount) to Seller within ten (10) days of such notice. Upon exercise of the Option, the Buyer must certify that the Buyer's representations, warranties and covenants contained herein remain true and accurate. 3. The Final Exercise Date: Notwithstanding any provision in this Agreement to the contrary, the full amount of the Credit Price shall be due and payable within ten (10) days following the earlier of(the "Final Exercise Date"): (i) The date the Project has received both its state and federal permits authorizing the use of any or all of the Credits to offset wetland impacts for the Project; or (ii) December 2, 2023: or (iii) The point in time at which the District or the ACOE removes the Credits from the ledger of the Star 4 Mitigation Bank to the Project. In the event Buyer shall fail to make full payment of the Credit Price (less the Option Payment Amount) and close within ten (10) days following the Final Exercise Date, Buyer can no longer exercise this Option and Seller may retain all payments received by Seller, including the Option Payment Amount. 4. Remedies: If the purchase of the Credits is not consummated on account of Buyer's failure to make timely payment or Buyer's default hereunder, Seller shall be entitled, as its sole and exclusive remedy hereunder, to retain all payments received hereunder as full and complete liquidated damages for such default of Buyer, the parties hereto acknowledging that it is impossible to estimate more precisely the damages which might be suffered by Seller upon Buyer's default. The right to retain such sums as full liquidated damages is Seller's sole and exclusive remedy in the event of default hereunder by Buyer, and Seller hereby waives and releases any right to (and hereby covenants that it shall not) sue Buyer: (i) for specific performance of this Agreement, or (ii) to recover the balance of the Credit Price, it being understood and agreed by the parties that upon Buyer's default, Seller will retain full ownership of the Credits subject to this Agreement. In the event Seller defaults, Buyer's sole remedy shall be to seek a return of the Option Payment Amount. 5. Assignment: This Agreement is not assignable by the Buyer. Seller, in Seller's sole and absolute discretion, may consent to an assignment to an affiliate of the Buyer. For purposes of this paragraph, an affiliated entity of Buyer shall include any entity that is controlled by Buyer or under common control with Buyer, whether by reason of ownership interests, management or contractual relationship, with the intention that such common control shall continue indefinitely. Upon such assignment, Buyer shall remain fully liable hereunder to Seller to assure the affiliated entity performs all of its obligations hereunder. Seller may assign to an affiliate or another mitigation bank as necessary to provide required credits. 6. Repurchase Option: Upon payment in full for the Credits by Buyer and the assignment of the same to Buyer and/or the Project, the same shall become the property of the Buyer and, to the extent not utilized by the Buyer for the Project, the Buyer shall be free to sell, assign or transfer any excess Credits not needed by Buyer to any person or entity as it may determine; provided, however, Buyer shall first provide the Seller written notice giving Seller a ten (10) day period from the date of delivery of the notice to purchase such Credits (the "Repurchase Option"). Seller shall notify Buyer in writing within said ten (10) day period whether or not it elects to purchase the Credits. If Seller elects to purchase all or some of the Credits, the closing of the sale of the Credits from Buyer to Seller shall occur within ten (10) days from the date Seller notifies Buyer of its intention to purchase the Credits. The purchase price for the Credits shall be $ per credit. If Seller does not elect to purchase said Credits, then this Repurchase Option shall terminate, and Buyer shall be free to dispose of said excess Credits in any manner it may determine. Seller agrees to cooperate with Buyer, without cost or expense to Seller, upon Buyer's reasonable request, including, without limitation, execution of documents as are reasonably necessary, to allow Buyer to sell, assign or transfer such excess credits. This Repurchase Option shall continue perpetually. 7. Corrections: If requested by Seller, Buyer agrees to cooperate fully and in a timely manner to assist Seller in correcting errors and/or omissions which may exist in this Agreement, the Reservation Letter, Allocation Letter, Notice of Credit Reservation or other related documents, when correction is deemed by the Seller to be desirable or necessary. 8. Payments: All payments shall be made to: Star 4 Mitigation, LLC and delivered to 4300 County Road 208, St. Augustine, Florida 32092. Upon receipt of the Option Payment Amount, Seller will send a Notice of Credit Reservation to the Buyer or Buyer's agent. Notice for JAx\I681141_2 -2- any party may be at the address set forth herein. Wire instructions can be requested for expedited closing. 9. Governing Law; Venue: The laws of the State of Florida shall govern the validity, enforcement and interpretation of this Agreement. The obligations of the parties are performable, and venue for any legal action arising out of this Agreement shall lie in St. Johns County, Florida. In the event of any dispute between the parties, the non-prevailing party shall be required to pay any and all fees and costs incurred by the prevailing party in connection therewith, including attorneys' fees. 10. Entire Agreement/Amendments: This Agreement constitutes the sole and entire agreement between the parties hereto with respect to the Credits and supersedes all letters of intent, terms sheets, letters of interest, understandings, promises, covenants, representations, statements, agreements and undertakings (whether written or oral), if any, with respect thereto which may have been given, distributed, furnished or made prior to or contemporaneously with the execution and delivery of this Agreement. This Agreement may not be amended except by written agreement signed by all of the parties. 11. Time of the Essence: Time is of the essence of this Agreement and each and every provision hereof. This offer is specific to the Peter's Creek WTP Project and shall expire if not executed by Buyer and delivered to Seller on or before November 9, 2023 at 5:00 p.m. FOR BUYER FOR SELLER: r - Star 4 Mitigation,LLC ilBy _dere I. L. • ,. • -.E. M.B.A. By: Ronald H. Foster, Sr. or H. Bobby Cothren Name: Executive Director Address: Title: Phone: I t,4"272 s Date: (Required) (The "Date of this Option Agreement) JAX\1681 141 2 -3-