12/20/2023 Agreement Monroe County Purchasing Policy and Procedures
ATTACHMENT D.5
COUNTY ADMINISTRATOR
CONTRACT,SUMMARY FORM FOR CONTRACTS $100,000.00 and Under
Contract with- Coastal Resources Grotm` Contract 4
Effective Date: 12/20/2023
Expiration Date: n/a'
Contract Purpose/Description:
Purchase of mitigation credits required for ACDE permit for Marathon Tax Collector Seawall Mitigation Project
Contract is Original Agreement Contract Amendment/Extension Renewal
Contract Manager: Breanne Erickson x4427 Project Mgmt/ Stop #1
CONTRACT COSTS
Total Dollar Value of Contract: $ 5,379.66 Current Year Portion: $ 5,379.66
(must be$100,000.00 or less) (If multiyear agreement then
requires BOCC approval,unless the
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S 00 001")00 p ro Ilk ,ry.
Budgeted? Yes■❑ No ❑
Grant: $FEMA-Hurricane Irma County Match: $
Fund/Cost Center/Spend Cate O : 125-0045911 O-SC 00071 - Hurricane Irma
ADDITIONAL COSTS
Estimated Ongoing Costs: $ /yr For:
(Not included in dollar value above) (e.g. maintenance,utilities,janitorial, salaries,etc.)
Insurance Required: YES ❑NO 0
CONTRACT REVIEW
Reviewer Date In
Department Head Signature: - Date 2 24.01.signed 3 01745Kevin 05'00'Wilso P.E.
Date.2024.01.13201745 05'00'
Joseph X. DiNovo Digitally signed by Joseph X.DiNovo
County Attorney Signature: Date:2024.01.1609:55:05-05'00'
Jaclyn Flatt Digitally signed by Jaclyn Flatt
Risk Management Signature: Date:2024.01.1609:02:53-05'00'
Purchasing Signature: Lisa Abreu Digitally signed by Lisa Abreu
Date:2024.016 12:27:43-05'00'
John Quinn Digitally signed by John Quinn
OMB Signature: Date:2024.01.16 13:45:46-05'00'
Comments: OMB Hurricane Irma RTP approved 1/12/2024
Revised BOCC 4/19/2023
Page 84 of 105
Florida Keys Fund ILF Mitigation Program
MITIGATION PURCHASE AND SALE AGREEMENT
THIS MITIGATION PURCHASE AND SALE AGREEMENT ("Agreement") is made on this 20 day of
December , 2023, by and between Coastal Resources Group, Inc. (a 501 (c)(3), not-
for-profit corporation ("CRGI") and Monroe County, Florida ("Purchaser").
WITNESSETH
WHEREAS, CRGI has obtained authorization to p ro v i d e and maintain the Keys Restoration
Fund (KRF) In-Lieu Fee Mitigation Program (ILF Program) on islands and submerged lands within the
boundaries of the Florida Keys National Marine Sanctuary (FKNMS) in Monroe County, Florida ("Mitigation
Program"); and
WHEREAS, CRGI has obtained the Mitigation Program Permit No. SAJ-2012-02902 from the U.S.
Army Corps of Engineers ("ACOE") pursuant to the Clean Water Act Section 404, 33 U.S.C. § 1344
and t h e KRFILF Program Final Instrument (collectively, the "ACOE Permit"); to construct, operate,
manage, and maintain the Mitigation Program , and to transfer credits from the Mitigation
P r o g r a m to satisfy the mitigation requirements of third parties; and
WHEREAS, for the benefit of the Purchaser, Purchaser is in the process of obtaining, or has
obtained,the following permit(s)(collectively,the"Purchaser's Permit")from the following agencies to impact
wetlands under that agency's regulatory jurisdiction which requires the Purchaser to provide mitigation:
(a)Permit Number SAJ-2022-01968(NWP-MIB)from the ACOE; (referred to hereinafter as the"Agency"); and
WHEREAS, the Purchaser is in the process of obtaining Agency approval, or the Agency has
approved, the use of Mitigation from the Mitigation P r o g ram to fulfill the mitigation requirements of
Purchaser's Permit.
NOW, THEREFORE, in consideration of the premises herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Purchase Price.
CRGI hereby agrees to allocate to Purchaser up to a maximum of 0.0247federal tidal
mitigation credits in the Mitigation Program to partially, or totally, fulfill the mitigation requirements of the
Purchaser's Permit in consideration of the total sum of Five Thousand Three Hundred Seventy Nine
Dollars and Sixty Six Cents ($5,379.66) ("Purchase Price"), payable in U.S. dollars in cash or immediately
available funds, subject to the terms herein. The Purchase Price shall be payable to CRGI as follows:
a) Five Thousand Three Hundred Seventy Nine Dollars and Sixty Six
Cents ($5,379.66)simultaneously upon Purchaser's execution of this Agreement.
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The Purchase Price is nonrefundable, except as provided in this Paragraph and in
Paragraph 3 and 12 hereof. If the Agency differs in its determination of the number of Mitigation Credits to
be purchased by Purchaser, then the Purchase Price shall be governed by the individual Agency
determination reflecting the highest Mitigation Credit required.
2. CRGI's Obligations under this Agreement.
a. CRGI shall cooperate with the Purchaser and with the Agency and other
applicable regulatory agencies to facilitate and expedite the transfer of the Mitigation Credits to the
Purchaser to fulfill the mitigation requirements of Purchaser's Permit.
b. Upon CRGI's receipt of Purchase Price and Purchaser providing to CRGI the
Purchaser's Permit, CRGI shall assume the responsibility for fulfilling the mitigation requirements of
Purchaser's Permit. This responsibility will be met by CRGI's compliance with the terms and conditions of
its ACOE Permits and Final Instrument. Except as provided in Paragraph 3 below,CRGI bears no responsibility
or obligation relating to Purchaser's efforts to secure all necessary construction permits.
3. Credit Purchase Conditioned on Agency Approval of Use of Mitigation Credits
as Mitigation.
Purchase of the Mitigation Credits under this Agreement is conditioned on the Purchaser
obtaining the approval of each Agency for the use of the Mitigation Credits to fulfill the mitigation requirements
of Purchaser's Permit. Purchaser shall provide CRGI with a copy of the Purchaser's Permit within ten (10)
days of Purchaser's Permit being issued by each respective Agency to enable CRGI to submit the credit
withdrawal request as required in Paragraph 4. If Purchaser's inability to provide CRGI with a copy of
Purchaser's Permit is due to Agency denial of Purchaser's Permit, then Purchaser shall be entitled to receive
a refund of the Purchase Price paid and CRGI shall retain all Mitigation Credits requested by the
Purchaser. A "denial" shall be deemed to occur in the event the Agency's governing body with the authority
to approve or deny the Purchaser's Permit has taken final agency action after Purchaser has made a good
faith effort to obtain the Purchaser's Permit.
4. Withdrawal of Credits.
Upon CRGI's receipt of the full Purchase Price within the time period required and
Purchaser providing to CRGI the Purchaser's Permit, CRGI shall provide documentation of Mitigation
Credit withdrawal process established in the Mitigation Program Permit and Final Instrument within ten
(10) business days of receipt of Purchaser's Permits.
After withdraw of the Mitigation Credit(s) a m o u n t, CRGI shall provide to the Purchaser
copies of the Agency approvals or acknowledgement to evidence the transfer of the Mitigation Credits from
CRGI to the Purchaser's project.
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5. Acceptance of Purchase Agreement
Purchaser shall execute and return this Agreement to CRGI within thirty (30) days of
receipt. If CRGI fails to receive Purchaser's executed counterpart to this Agreement within such thirty (30)
day time period, then CRGI, in its sole discretion, may withdraw its offer to enter into a Purchase Agreement
with Purchaser.
6. Fees
Any returned checks shall be subject to a $50.00 service charge.
7. Successors and Assigns.
This Agreement shall inure to the benefit of and be binding upon the successors and
assigns of the parties hereto. This Agreement may be assigned by Purchaser to another party, with the prior
written consent of CRGI, which consent shall not be unreasonably withheld or delayed.
8. Applicable Law.
This Agreement shall be construed and enforced in accordance with the laws of the State
of Florida.
9. Notices.
All notices required or remitted by the Agreement shall be in writing and shall be sent by
Certified or Registered Mail, by national overnight courier service, or hand-delivered to the address below.
Notices shall be deemed delivered and given when mailed, if mailed; or upon receipt, if delivered by hand
or by courier.
Notices to CRGI shall be sent to: Coastal Resources Group, Inc.
c/o Keys Restoration Fund
11449 Calhoun Court
Venice, Florida 34293
Attn: Laura Flynn, LLFLYNN@gmail.com
Notices to Purchaser shall be sent to: Kevin Wilson,Assistant County Administrator
Monroe County
1100 Simonton Street, Suite 2-216
Key West, FL 33040
And: Monroe County Attorney's Office
1111 12th Street, Suite 408
Key West, Florida 33040
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10. No Third Party Beneficiaries.
This Agreement does not confer any benefits to persons or entities who are not either (a)
parties to this Agreement, or (b) successors and permitted assigns of the parties to this Agreement.
11. Remedies.
Purchaser's failure to make the payments due under this Agreement within the time periods
required herein shall constitute the Purchaser's default of this Agreement. In the event of Purchaser's default
hereunder and Purchaser's failure to cure such default within ten (10)business days, CRGI shall be entitled
to terminate the Agreement and retain the Purchaser's deposits, any Purchase Price due and/or paid and
all Mitigation Credits reserved or withdrawn on Purchaser's behalf as its sole remedy. If CRGI defaults
hereunder, Purchaser's sole remedy shall be to terminate this Agreement and obtain a refund of the
Purchaser's deposits and any Purchase Price paid. The parties agree and acknowledge that the ACOE has
exclusive jurisdiction to enforce CRGI's compliance with the terms and conditions of their respective
permits authorizing the Mitigation Program, and Purchaser agrees it shall not be entitled to sue CRGI,
and hereby covenants not to sue CRGI, to enforce compliance with the terms and conditions of the ACOE
Permit.
12. Disputes.
In connection with any legal proceeding between CRGI and Purchaser brought to enforce
the terms and conditions of this Agreement, the prevailing party shall be entitled to recover from the non-
prevailing party all costs, expenses and reasonable attorneys' and paralegals' fees incurred by said
prevailing party in such proceedings, including all costs,expenses,and reasonable attorneys' and paralegals'
fees incurred on appeal, or in administrative proceedings.
13. Brokers.
Purchaser and CRGI represent to each other that neither they nor anyone on their behalf
has dealt with or consulted with any broker, agent, or other person in connection with this matter, and that
no commission or finder's fee will be payable as a result of the execution of this Agreement, or the
consummation of the transaction contemplated hereby. In the event a broker, agent, or other person
claims to have dealt with one of the parties contrary to the foregoing representation, the party with
whom the broker, agent, or other person claims to have dealt or consulted agrees to indemnify and
hold the other party harmless against any such claims or demands, including reasonable attorneys' fees
and costs incurred by such other party.
14. Construction.
This Agreement shall not be construed more strictly against one party than the other by
virtue of the fact that it was prepared by counsel for one of the parties.
Page 4 of 6
15. Interpretation
In the interpretation of this Agreement, a single number includes the plural, the words"person"and"party"
include corporations, partnerships, firms or associations whenever the context so requires. Captions of
paragraphs and sections are for convenience and reference only, and the words contained therein shall in no
way be held to explain, modify or amplify or limit the scope or content of the interpretation, construction or
meaning of the provisions of this Agreement.
16. Confidentiality.
The terms of this Agreement are confidential and may not be disclosed to third parties
except as provided by law or with the written permission of CRGI and Purchaser.
17. Waiver of Jury Trial.
Purchaser and CRGI agree with each other that each knowingly, voluntarily and
intentionally waives the right it may have to a trial by jury in respect of any litigation based hereon, or arising
out of, under or in connection with this Agreement, or any document contemplated to be executed in
conjunction herewith, or any course of conduct, course of dealing, statement (whether oral or written)
or action of the other party.
18. Entire Agreement.
The terms and conditions of this Agreement constitute the sole and entire agreement between
the parties with respect to the subject matter hereof. This Agreement may be amended, modified or altered
only by the written agreement of the parties. This Agreement supersedes any and all previous oral or written
agreements and understandings relating to the subject matter hereof and contains the entire agreement of
the parties relating to the subject matter thereof. This Agreement may be executed in counterparts, each
of which shall be deemed an original, and all of which together shall constitute a single agreement.
19. Recitals. The above-mentioned recitals are true and correct and incorporated herein by
reference.
20. Payment.
Purchaser shall forward payment to 11449 Calhoun Court, Venice, Florida 34293. The check shall
be made payable to Keys Restoration Fund. The Purchaser's ACOE Permit No. SAJ-2022-01968
(NWP-MIB)shall be provided in the memo line of the check.
[Signatures appear on following page.]
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IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed the day and year
first above written.
CRGI:
Coastal Resources Group, Inc. (a
501(c)(3), not-for-profit corporation
By: Laura Flynn
Z_a'le� )93�0�
Date: 12/20/23
Purchaser:
Monroe County, Florida
County Administrator or designee
Date: January 16, 2024
MONROE COUNTY ATTORNEYS OFFICE
APPROVED A'S TO FORM
..... STANT COU:NWATfiORNE "
DATE: 1-10 2024
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