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AGREEMENT TO SELL VOLUNTARY CLEAN UP TAX CREDITSAGREEMENT This Agreement is made and entered into between the City of Clearwater, whose address is: Post Office Box 4748, Clearwater, FL 33758-4748, hereinafter referred to as the "City", and Clocktower Tax Credits, LLC, whose address is: 2 Clock Tower Place, Suite 295, Maynard, MA 02174, together with its broker-dealer, Northeast Securities, Inc., whose address is: Suite 706, 333 Earle Ovington Blvd., Mitchel Field, NY 11553, hereafter collectively referred to as "Agent". The parties agree as follows: 1. SCOPE OF PROJECT. Agent agrees to act as the exclusive agent for the City to offer and sell interests in the City's state tax credits as follows: 1. Tax Credits. State of Florida Brownfield Voluntary Cleanup Tax Credits, which were and will be received in fiscal years 2007, 2008, 2009 and 2012 in a cumulative amount of up to $516,944.18 in conjunction with environmental remediation work at the Clearwater Automotive property located at 205 South Martin Luther King Avenue in Clearwater, Florida (the "Project"). The tax credits are in the form of four Certificates issued or to be issued by the Florida Department of Environmental Protection (the "Tax Credits") as shown below. These Tax Credits are controlled by, and the interests will be sold by, the City. Year of Certificate Project Site Tax Credit Amount 2007 Clearwater Automotive $96,360.08 2008 Clearwater Automotive $64,774.37 2009 Clearwater Automotive $184,264.14 2012 Clearwater Automotive $171,545.59 Total $516,944.18 2. TERM. This Agreement ("Agreement") shall begin on the effective date shown below and will continue for six months (other than with respect to its provisions which survive a termination). After this, the parties may extend this Agreement for an additional 90 days by mutual written agreement. 3. SERVICES. Agent will use best efforts to market the Tax Credits to accredited investors, and to present the City with offers or letters of interest to invest in or purchase the Tax Credit interests. The City has the right to reject any investment proposal for any or no reason without any financial obligation to Agent. 4. COMPENSATION. The City will pay the Agent a fee of $0.05 per dollar of Tax Credits sold to any investor from whom the Agent has procured an offer or letter of interest that yields at least $0.80 per dollar of Tax Credits to the City after the Agent's fee of $0.05 per dollar of Tax Credits has been paid in full. Agent's fee shall be $0.05 per dollar of Tax Credits sold, regardless of the gross purchase price. The City will pay Page 1 of 5 Agent immediately upon the City's receipt of the gross proceeds of the transaction. Each Certificate, if sold separately, shall constitute a transaction under this Section 4. Such obligation shall survive any transfer of the Tax Credits or of the City's interest, or if the sale proceeds are received by some entity other than the City. This fee may also be paid to the Agent directly by the Purchaser, an Escrow Agent or other intermediary holding such funds, if such parties so agree in writing. The City acknowledges the value of the investor relationships that the Agent shares with the City by presenting to the City a letter of interest or offer to purchase by any such investor. The City agrees not to solicit, directly or indirectly, any such investor. The City further agrees to compensate the Agent for any tax credit transaction that the City closes on with any such investor for four years from the termination of this Agreement. The compensation will be at the same rate as that used here. 5. MAINTENANCE OF FINANCIAL RECORDS. All records created pursuant to this Agreement are to be retained and maintained by Agent for a period not less than three (3) years from the end of the Agreement. 6. CITY LIAISON. Rod Irwin, Assistant City Manager, will serve as the City liaison for Agent. 7. DISCLAIMER OF WARRANTIES. This Agreement constitutes the entire understanding between the parties on the subject hereof and may not be changed, modified, or discharged except by written amendment duly executed by both parties. No representations or warranties by either party shall be binding unless expressed herein or in a duly executed amendment hereof. 8. TERMINATION. For Cause: Upon breach of this Agreement by a party, the other party will give written notice of termination of this Agreement specifying the claimed breach and the action required to cure the breach. If the breaching party fails to cure the breach within 14 days from the receipt of said notice, then the contract will terminate 30 days from receipt of the written notice to terminate. 9. INDEMNIFICATIONS. Subject to the limits of §768.28, Florida Statutes, the City and Agent agree to indemnify, defend and hold harmless each other and each other's officers, directors, partners, controlled partnerships, representatives and agents against losses, claims, damages or liabilities to which each such person may be subject insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement, action, or omission by the other party of a material fact or the omission to state a material fact required to be stated. This indemnity shall include reimbursement of any legal or other expenses reasonably incurred in connection with investigating or defending any such loss, claim, damage, liability or action, and shall be paid as such expenses are incurred. Page 2 of 5 10. ARBITRATION. It is agreed that any dispute, controversy or question arising under this Agreement shall be referred for decision by binding arbitration by a panel of three arbitrators selected by the parties. The proceeding shall be held in Florida and the proceeding shall be governed by the Rules of the American Arbitration Association then in effect or such rules last in effect (in the event such Association is no longer in existence). The costs of the arbitration will be borne by the parties equally. If the parties are unable to agree upon arbitrators within thirty (30) days after either party has given the other party written notice of its desire to submit the dispute, controversy or question for decision, if such Association is not then in existence or does not desire to act in the matter, each party shall appoint an arbitrator of its choice. The appointed arbitrators will select a third arbitrator to hear the parties and settle the dispute, controversy or question. Each party shall bear the costs of its own arbitrator, and the costs of the third arbitrator shall be borne equally. Any administrative fees or costs associated with the arbitration proceeding shall be borne equally by the parties. Arbitration shall be the exclusive remedy for the settlement of disputes arising under this Agreement. The decision of the arbitrator(s) shall be final, conclusive and binding, and no action at law or in equity may be instituted by either party other than to enforce the award of the arbitrator(s). 11. AUTHORITY. It is understood that Agent is an independent contractor and that nothing herein shall be construed as creating a relationship of partners, joint venturers, employer and employee or any other relationship between City and Agent. 12. CONFIDENTIAL INFORMATION. Except as otherwise required by Florida Public Records Law, F.S.119 et. seq., the City agrees that the identity, investment criteria, and any other information that Agent or the investor discloses to City concerning an investor constitutes confidential information (the "Confidential Information"), and City hereby agrees not disclose any Confidential Information to any third party without prior written consent of Agent. 13. NOTICES. All written notices shall be sent to each party at the following addresses: To Agent, at: Mr. Jeff Jacobson Clocktower Tax Credits, LLC 2 Clock Tower Place, Suite 295 Maynard, MA 01754 JJacobson@ClocktowerTC.com To City, at: Diane Hufford Economic Development Coordinator City of Clearwater Economic Development and Housing Department 112 S. Osceola Avenue Clearwater, Florida 33756 diane.hufford m clearwater.com Page 3 of 5 with a copy to: Pamela K. Akin, City Attorney 112 S. Osceola Ave., Third Floor Clearwater, FL 33756 All fees paid under this Agreement shall be paid to, and mailed or wired to: Northeast Securities Inc. 333 Earle Ovington Blvd., Suite 706 Mitchel Field, NY 11553 Attn: Accounting 14. SUCCESSORS AND ASSIGNS. This Agreement will inure to the benefit of and shall be binding upon the successors and assigns of the parties hereto; provided that neither party may assign its rights or delegate its duties to any other person or entity without the prior written consent of the other party, which consent the other party may give or withhold in its absolute discretion. 14. COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall be considered one and the same original. 15. APPLICABLE LAW. This Agreement shall be construed and enforced in accordance with the laws of the State of Florida. Agent consents to the exclusive jurisdiction of Florida courts with respect to all legal proceedings instituted by Agent or City hereunder. Venue shall be exclusively in Pinellas County, Florida. If any provisions of this Agreement shall be held invalid by a statute, rule, regulation, decision of a tribunal or otherwise, the remainder of this Agreement shall not be affected, and, to such extent, the provisions of this Agreement shall be severable. 16. EFFECTIVE DATE The Effective Date of this Agreement shall be the i ' day of 2011. IN WITNESS WHEREOF, the parties hereto have set their hands and seals as of the dates indicated below. Countersigned: CITY OF CLEARWATER, FLORIDA By: Frank V. Hibbard iII Mayor City Manager Page 4 of 5 Approved as to form: 0 k) amela K. Akin City Attorney CLOCKTOWER TAX CREDITS, LLC By: Dat Attest: Rosemarie Call City Clerk NORTHEAST By: bat), N Page 5 of 5 ?oFryf^/? n n - ? qr?R CURI IES, INC. Islas , 60c)