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AGREEMENT OF SALE AND ASSIGNMENT OF FLORIDA VOLUNTARY CLEANUP TAX CREDITSAGREEMENT OF SALE AND ASSIGNMENT OF FLORIDA VOLUNTARY CLEANUP TAX CREDITS BE IT KNOWN, that effective as of October (9) `7 , 2015, City of Clearwater, a municipal corporation of the State of Florida (the "Seller "); and Nordstrom, Inc., a corporation validly existing under the laws of the State of Washington and having Florida tax liability (the "Purchaser "); who in their respective capacities declare in this Agreement of Sale and Assignment of Florida Voluntary Cleanup Tax Credits (the "Agreement "), the following: WHEREAS, Seller received three (3) tax credit certificates in the cumulative amount of Two Hundred Seventy Three Thousand Nine Hundred Seventy Five Dollars and Thirty Five Cents ($273,975.35) in Florida Voluntary Cleanup Tax Credits (the "Tax Credits ") related to and incurred in expenses regarding a Florida state - approved cleanup with Florida Department of Environmental Protection Site Identification #529701005. The certificates evidencing the issuance of the Tax Credits is attached hereto as Exhibit "A ". NOW, THEREFORE, the participants hereto agree as follows: 1. Effective as of the Closing Date, Seller hereby agrees to transfer, sell, assign and deliver to Purchaser all of its right, title and interest in and to the Florida Voluntary Cleanup Tax Credits in the cumulative amount of Two Hundred Seventy Three Thousand Nine Hundred Seventy Five Dollars and Thirty Five Cents ($273,975.35) granting full power to the Purchaser to use the Tax Credits and to effect, in the name of the Purchaser individually, all legal rights as Seller may have held with respect to the Tax Credits sold and assigned to the Purchaser. 2. In consideration of Seller's transfer, sale, assignment and delivery of the Tax Credits hereunder, the Purchaser hereby agrees to pay to Seller Two Hundred Forty Nine Thousand Three Hundred Seventeen Dollars and Fifty Seven Cents ($249,317.57), which is equal to Ninety One Cents ($0.91) per dollar ($1.00) of the Tax Credits (the "Purchase Price "), on the Closing Date (as defined below). 3. The transfer of the Tax Credits from Seller to Purchaser will be deemed to have occurred on the date that Seller receives the Purchase Price from Purchaser (the "Closing Date "). Purchaser agrees to pay to Seller the Purchase Price within five (5) business days of Seller and Purchaser receiving notification from the State of Florida Department of Revenue of authorization for the transfer of the Tax Credits to Purchaser. Upon receipt of authorization for the transfer, Purchaser agrees to pay the Purchase Price set forth herein by wire transfer, as determined by the 1 Seller in its sole discretion. On or before the Closing Date, the Seller will execute such other documentation that may be necessary to transfer the Tax Credits and for the Purchaser to utilize the Tax Credits. In the event that the Seller fails to execute such required documentation, the Closing Date shall be delayed until all required documentation has been completed. Until the Closing Date, the Purchaser shall have no right to use the Tax Credits and the Seller shall remain the beneficial owner thereof. Purchaser shall pay the Purchase Price to Seller via wire transfer to the following account: Bank Name: Bank of America 101 E. Kennedy Blvd Tampa, Florida 33602 ABA Number: 026009593 Account Number: 001260030758 Reference: Florida Voluntary Cleanup Tax Credit Purchase 4. Representations, Warranties and Covenants. 4.1 Mutual Representations and Warranties. Each party hereto represents and warrants to the other party hereto as follows: (a) Organization; Power. If such party is a legal entity, such party is duly organized and validly existing and in good standing under the laws of its state of organization. Such party has all requisite power and authority to execute and deliver this Agreement and all other documents necessary to effectuate the transfer of the: Tax Credits, and to carry out and perform the provisions of this Agreement and such other documents. Such party is duly qualified and is authorized to transact business and is in good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on such party's ability to perform its obligations under this Agreement. (b) Authorization. All action on the part of such party and such party's shareholders and directors necessary for the authorization, execution, and delivery of this Agreement has been taken. (c) Binding Effect. This Agreement, when executed and delivered by such party, will constitute a valid and binding obligation of such party, enforceable in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies. 4.2 Seller Representations, Warranties and Covenants. Seller represents, warrants and covenants to Purchaser as follows: (a) Seller is the owner of the Tax Credits, and Seller has not allocated, transferred, assigned or otherwise disposed of, or agreed to allocate, transfer, assign, or otherwise dispose of, the Tax Credits to any person other than Purchaser. The Tax Credits are free and clear of all security interests, charges, claims, encumbrances, or other liens. (b) The execution, delivery and performance of this Agreement by Seller will not, directly or indirectly (with or without notice or lapse of time), constitute a breach or violation of or a default under (i) any statute, law, rule, regulation, judgment or order, (ii) Seller's charter, limited liability company or member agreement or any other organizational document of it, or (iii) any agreement to which Seller is a party or bound. (c) No action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Seller, its property, its subsidiaries or the project that generated the Tax Credit is pending or, to the best knowledge of the Seller, threatened that could be expected to have an adverse effect on Seller's performance of this Agreement or prevent the consummation of the transactions contemplated hereby. (d) No consent, approval, authorization, filing with or order of any court or governmental agency or body is required in connection with the transactions contemplated by this Agreement, except such as have been obtained or will be obtained prior to the Closing Date in connection with the transfer of the Tax Credits to Purchaser. 4.3 No Warranty as to Use. Seller specifically disclaims any implied warranty of use of the Tax Credits including but not limited to the reduction of the Purchaser's Florida corporate tax liability. 4.4 Purchaser Representations, Warranties and Covenants. Purchaser represents warrants and covenants to Seller as follows: (a) Tax Advisors. Purchaser has reviewed with its own tax advisors the Federal and state tax consequences of the transfer of the Tax Credits, the application of such Tax Credits as a credit against Purchaser's tax liability and the eligibility of Purchaser to utilize the Tax Credits. In determining whether or not to execute and deliver this Agreement, Purchaser relies solely on the advice of such advisors and, except for the representations, warranties and covenants of the Seller in this Agreement, not on any statements or representations of Seller or any of its affiliates, subsidiaries, partners, members, shareholders, managers, principals, officers, directors, employees, representatives, agents or other persons in similar positions (collectively, the "Released Parties "). 5. Indemnification. If a court or state agency of competent jurisdiction makes a determination that reduces the Tax Credits and requires Purchaser to repay the amount of the reduction, except for a determination based on Purchaser's Florida tax liability without regards to the Tax Credits, or resulting from any act or omission of Purchaser, then Seller shall, within 10 business days after the court or state agency makes the determination, make a payment to Buyer in an amount equal to (i) the amount of the reduction and (ii) any interest and penalties imposed that are attributable to the reduction. Seller, however, shall have the right, before making this payment, to appeal the determination made by the court or state agency as the case may be at Seller's expense. If Seller is unsuccessful in the appeal, Seller shall make the payment to Purchaser within 10 business days after the date when the final determination is made on the appeal. Subject to the limits of §768.28, Florida Statutes, Seller shall indemnify, defend and hold harmless Purchaser and its affiliates and their respective directors, officers, employees, and representatives (including without limitation any successor to any of the foregoing) from and against any and all claims, demands, actions, suits and proceedings, and any settlements or compromises relating thereto and reasonable attorneys' fees and expenses in connection therewith, and any losses, liabilities, costs and expenses relating to, resulting from or arising out of (i) any breach of its representations, warranties or covenants contained in Section 4.2 of this Agreement, or (ii) the failure of Seller to comply with any applicable law that may be applicable in connection with the transfer of the Tax Credits to Purchaser. Purchaser shall indemnify, defend and hold harmless Seller and its affiliates and their respective directors, officers, employees, and representatives (including without limitation any successor to any of the forgoing) from and against any and all claims, demands, actions, suits and proceedings, and any settlements or compromises relating thereto and reasonable attorneys' fees and expenses in connection therewith, and any losses, liabilities, costs and expenses relating to, resulting from or arising out of (i) any breach of Purchaser of any representation, warranty or covenant contained in this Agreement, or (ii) the failure of Purchaser to comply with any applicable law that may be applicable in connection with the transfer of the Tax Credits to Purchaser. 6. Confidentiality and Non - Disclosure. Subject to Chapter 119, Florida Statutes, (Florida Public Records law), and other applicable law, the terms of this Agreement and all other non - public information of and about a party whether or not such information is marked or identified as confidential and proprietary information, is and shall remain confidential and proprietary information of the party ( "Confidential Information "), and the other parties shall maintain in confidence and shall not use or disclose in any manner whatsoever the other 4 parties' Confidential Information received by or provided to it during the course of Agreement, except as necessary to fulfill its obligations hereunder. 7. Termination. This Agreement may be terminated by Purchaser if there is a material breach of any representation, warranty, covenant or obligation of Seller contained in this Agreement and such breach shall not have been cured within ten (10) days after the delivery of notice thereof to Seller. This Agreement may be terminated by Seller if there is a material breach of any representation, warranty, covenant or obligation of Purchaser contained in this Agreement and such breach shall not have been cured within ten (10) days after the delivery of the notice thereof to Purchaser. Either Seller or Purchaser may elect to terminate this Agreement in the event that the Closing Date does not occur on or before December 15, 2015. If this Agreement is terminated, all further obligations of the parties under this Agreement shall terminate; provided, however, that no party shall be relieved of any obligation or other liability arising from any breach by such party of any provision of this Agreement. The termination rights provided in this Section 7 shall not be deemed to be exclusive. Accordingly, the exercise by the parties hereto of their respective right to terminate this Agreement pursuant to this Section 7 shall not be deemed to be an election of remedies and shall not be deemed to prejudice, or to constitute or operate as a waiver of, any other right or remedy that the parties may be entitled to exercise (whether under this Agreement, under any other contract, under any statute, rule or other legal requirement, at common law, in equity or otherwise). Notwithstanding this Section 7, this Agreement may not be terminated after the transactions contemplated hereby have been consummated. 8. All parties hereto acknowledge that they have read and understand the contents of this Agreement and acknowledge that no promise or representation has been made to them by any of the parties hereto or anyone acting for them except as is expressly stated herein and that they execute this document knowingly, voluntarily and as their own free act and deed. 9. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. 10. No party shall assign or otherwise transfer its rights or obligations under this Agreement except with the prior written consent of the other party; provided, however, that a party may assign any or all of its rights and interests hereunder to one or more of its affiliates but the assigning party shall remain liable and responsible for the performance of its obligations hereunder. 11. No third party is entitled to rely on any of the representations, warranties and agreements contained in this Agreement. The parties assume no liability to any third party because of any reliance on the representations, warranties and agreements contained in this Agreement. 12. This Agreement constitutes the entire agreement among the parties and contains all of the agreements between the parties with respect to the subject matter. This Agreement supersedes any and all other agreements, either oral or written, between the parties with respect to the subject matter. 13. If any provision of this Agreement is found to be illegal or unenforceable, the other provisions shall remain effective and enforceable to the greatest extent permitted by law. 14. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to principles or rules regarding conflicts of laws. 15. This Agreement may be executed in several counterparts, each of which will be deemed an original, but all of which will constitute one and the same agreement. 16. No change or modification to this Agreement shall be valid unless made in writing and signed by all the parties to this Agreement. 17. No failure on the part of any person or entity to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any person or entity in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. No person or entity shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege or remedy under this Agreement, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such person or entity; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given. 18. Any notice to be given or served upon any party to this Agreement must be in writing, unless otherwise indicated, and shall be deemed to have been given (a) upon receipt, in the event of personal service by actual delivery (including by facsimile or delivery service) (b) upon posting, if deposited in the United States mail with proper postage and dispatched by certified mail; or (c) upon receipt, if notice is given other than by personal service or by certified mail. All notices shall be given to the parties at the following addresses: If to Seller: Denise Sanderson Assistant Director of Economic Development & Housing City of Clearwater Economic Development and Housing Department 112 S. Osceola Avenue Clearwater, Florida 33756 727 -562 -4031 Denise.sanderson@myclearwater.com With a copy to: Laura Mahony Assistant City Attorney 112 S. Osceola Ave., Third Floor Clearwater, FL 33756 If to Purchaser: Nordstrom, Inc. PO Box 2229 Seattle, WA 98111 -2229 Attention: Peter Hutt 7 WHEREFORE the parties have made this Agreement effective the day and year first above written. Purchaser: Nordstrom, Inc. -`- By: A ...SZ.ti w V el- L..,rs Its: V •- c.c Prw Covr 4 Seller: City of Clearwater, Florida George N. Cretekos Mayor Approved as to form: Laura Mahony Assistant City Attorney Attest: By: . 4 oltjcC,e 4er9F�r. Wil b2 B. Horne II City Manager Rosemarie Call City Clerk Voluntary Cleanup Tax Credit Certificate This certificate is issued pursuant to Section 376.30781, Florida Statutes (F,S.), to City of Clearwater, # 59-6000289, in the amount of $ 16,019.82, to be applied toward Corporate Income Tax pursuant to s. 220.1845, F.S. Tax credit certificates are transferable purseiant to Section 2211.1845, F.S. A tas credit certificate bolder seeking to transfer the certificele loonc or more individuals or ossifies shall submit the original certificate to the Department's Division if Waste Management n Tallahassee along with a signed and notarized letter authorizing the transfer. The lettershall state tbe name, address, telephone number, and FEED or SocialSecurity number, as applicable, of each transfere e. and it shall indicate the porlion (in whole or in units of 110 ten than 25%) to be transferred- Such transferred credits may not be transferred again, although they may succeed to a surviving Or acquiring entity after merger or acquisition. t.' Certificate Number: 192. PDEP Fiscal Year Issocd: 2015-2016 Calendar Year 2013 Site Type: EF FDEP Facility 113e: 529201005 WIC Application tt: Digitally signed by Casparyj • Date: 2015.07.23 08:50:37 (Authorized FDEP signature) V ,LIIIIHXa E100007 Voluntary Cleanup Tax Credit Certificate This certificate is issued pursuant to Section 376.30781, Florida Statutes (F.S.), to City of Clearwater, # 59- 6000289, in the amount of $ 61483.04, to be applied toward Corporate Income Tax pursuant to s. 220.1845, F.S. Tax credit certificates are transferable pursuant to Section 220.1845. F.S A tax credit certificate bolderseeidng to transfer the certificate to one or more individuals or entities shall submit Me original certificate to the Department's Division of Waste Management in Tallahassee along with a signed and notarized letter authorizing the transfer. The kttee shall state the name, address, telephone number, and FFJD or Social Security number, as applicable, of each transferee, and it shall indicate the portion (1. whole or in units of no inch than 25 %) to be transferred. Such transferred credits may not he transferred again, althoegb they may succeed to a sarviving or acquiring entity alter merger er acquisition. Ce t skate �iumber. ForP Fiscal Year tssee3: Calendar Year. Site Type: FOSP Facility )DI. VG7( Application t{_, Digitally signed by Caspary_,i Date: 2015.07.21 Issued by: r ' 09:11 :34 (Authorized FDEP signature) 393 )jA UOSUUII Voluntary Cleanup Tax Credit Certificate This certificate is issued pursuant to Section 376. 30781, Florida Statutes (F.S.), to City of Clearwater (Recipient's hamm or Transferees Name) 596000289 (Social Security it or PE1D 1) in the amount of $.. ..1 9 b to be applied toward Corporate Income Tax pursuant to s. 220.1845, F.S. Tax audit cerUlkates are transferable pursuant to Section 220.1840, FS, and Chapter 824788, F 1.C... tai credit certificate holder seeking to transfer. the certificate to OM or more Indfvldvals or squints akai1 submit the original certificate to the Department's Division of Waste Management In Tallabasee along with a dgotd and polarised letter authorising the transfer. The letter shall slate the time, address, telephone umbel and RIO or Social Security w ubeq as applicable, of tatk transferee, and it shall indicate the portion (la whole or In snits of no leas than 25%) to he traoelerted. Such tsaasferrad credits may not be transferred agai4 although they may succeed to a snrririog or washing entity after merger or acqulaitioa. Certificate Number. 349 FDEP Fiscal Year Issued: i 01 E —9n l5 Calendar Year. 2011 _Sire Tvne 'RTC' FDEP Facility ID # 5 291L1005 VCTC Application Of: 7 Issued by' 20 y.