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FLORIDA VOLUNTARY CLEANUP TAX CREDITSJanuary 7, 2022 Brian Langille, PE, CEM Assistant Director City of Clearwater 777 Maple Street Clearwater, Florida 33755 (727) 562-4911 Re: Florida Voluntary Cleanup Tax Credits Dear Mr. Langille: This agreement ("Agreement") shall serve as our mutual agreement and understanding with regard to Fallbrook Tax Credits LLC ("Fallbrook"), a Delaware limited liability company, acting as placement agent for City of Clearwater ("Seller"), a Florida municipality, in the sale of Florida Voluntary Cleanup Tax Credits. 1. Tax Credits. Seller generated Florida Voluntary Cleanup Tax Credits in the aggregate amount of Seven Hundred Eighty Five Thousand Eight Hundred Eighty Six Dollars and Seven Cents ($785,886.07) (the "Tax Credits") as follows: (a) Voluntary Cleanup Tax Credit Certificate Number 962 — Fifty Four Thousand Four Dollars and Forty Cents ($54,004.40); (b) Voluntary Cleanup Tax Credit Certificate Number 1109 — Three Hundred Seventeen Thousand Seven Hundred Fifty Nine Dollars and Seventy Five Cents ($317,759.75); (c) Voluntary Cleanup Tax Credit Certificate Number 1259 — One Hundred Fifty Thousand Six Hundred Eighteen Dollars and Sixty Nine Cents ($150,618.69); (d) Voluntary Cleanup Tax Credit Certificate Number 1403 — Two Hundred Twenty One Thousand Six Hundred Ninety Three Dollars and Twenty Three Cents ($221,693.23); (e) Voluntary Cleanup Tax Credit Certificate Number 1122 — Thirteen Thousand Four Hundred Ninety Six Dollars and Fifty Cents ($13,496.50); (f) Voluntary Cleanup Tax Credit Certificate Number 1284 — Fourteen Thousand Seven Hundred Eighty Four Dollars ($14,784.00); and (g) Voluntary Cleanup Tax Credit Certificate Number 1418 — Thirteen Thousand Five Hundred Twenty Nine Dollars and Fifty Cents ($13,529.50). Copies of the Tax Credit Certificates are attached hereto as Exhibit "A". Seller intends to sell and transfer the Tax Credits, in certificate form, to one or more buyers introduced to it by Fallbrook. 2. Services. Fallbrook is an experienced placement agent of Voluntary Cleanup Tax Credits, Historic Tax Credits, Low Income Housing Tax Credits, Film Tax Credits and Brownfield Tax Credits. Fallbrook has several contacts (each, a "Prospect") that are potential qualified purchasers of the Tax Credits. Seller and Fallbrook mutually agree that Fallbrook shall introduce to Seller one or more Prospects who will purchase the Tax Credits subject to such terms and conditions agreed on by 26610 Agoura Road — Suite izo - Calabasas — California — 91302-3823 Tel 818-657-6100—www.fallbrookcredits.com — Fax 818-657-6145 Seller and Prospect. Fallbrook agrees to assist Seller in reaching acceptable terms with Prospect. Seller has the unilateral right to reject any investment proposal for any or no reason without any financial obligation to Fallbrook. 3. Compensation. Prospect will purchase the Tax Credits from Seller at a price of no less than $0.9112 per $1.00 of Tax Credits (the "Purchase Price"). Seller will retain from the Purchase Price an amount equal to $0.9112 per $1.00 of Tax Credits sold (the "Seller Price") and agrees to pay to Fallbrook a placement fee (the "Placement Fee") equal to the difference between the Purchase Price and the Seller Price. Seller shall pay the Placement Fee to Fallbrook, via wire transfer, within five (5) business days of the receipt of the Purchase Price from the Prospect. 4. Confidentiality; Maintenance of Records; Public Records. Except as otherwise required by Florida Public Records law, Florida Statute Chapter 119, et seq., the terms of this Agreement including, but not limited to, the identity of any Prospect, the Purchase Price paid by any Prospect, and the existence and amount of any Placement Fee (the "Confidential Information"), constitutes confidential information and no party shall disclose the Confidential Information to any third party without the prior written consent of the other party, except that the parties may disclose the Confidential Information to (i) their officers, directors, employees, attomeys, and other professional advisors, provided that such persons agree to or are bound by the confidentiality restrictions contained herein, and (ii) as required by applicable law, including Florida Statute Chapter 119, regulations, or legal or regulatory process. Each party will provide the other party with prompt notice of disclosure of Confidential Information so the other party may seek a protective order or other remedy if appropriate. All records created pursuant to this Agreement are to be retained and maintained by Fallbrook in accordance with the retention requirements of Florida Public Records law, including but not limited to Chapter 119, Florida Statutes. 5. Non -circumvention. Subject to Chapter 119, Florida Statutes, and the Public Records law of Florida, Seller understands and agrees that the identity of any Prospect, together with its relationship to Fallbrook, is confidential, valuable, and proprietary information solely held by Fallbrook. Seller agrees not to sell Florida Voluntary Cleanup Tax Credits or other state or federal tax credits, except the Tax Credits covered by this Agreement, without Fallbrook's written consent, to any Prospect disclosed to Seller during the term of this Agreement and for a period of three (3) years thereafter (the "Tail Period") and subject to the following renewal. For each transaction involving state or federal tax credits that Seller closes with a Prospect during any Tail Period, the Tail Period shall automatically renew for an additional three (3) year period commencing on the closing date of such transaction. 6. Term. The "Effective Date" shall be the date the Seller has executed this Agreement, and this Agreement shall be in force for an initial period of one (1) year from the Effective Date unless (a) the Agreement is terminated by thirty (30) days written notice or (b) Seller sells all the Tax Credits. Seller's obligation to pay the Placement Fee, the confidentiality provisions of paragraph 4, the non -circumvention provisions of paragraph 5, and the indemnification provisions of paragraph 7 will survive the term of this Agreement. 7. Indemnification. Subject to the Doctrine of Sovereign Immunity, and the provisions and limitations of Section 768.28, Florida Statutes, Seller and Fallbrook each hereby agree to indemnify and hold harmless the other party, including that party's affiliates, directors, officers and shareholders against any and all damage, loss, cost or liability arising out of or resulting from any of the indemnifying party's misrepresentations, acts or omissions or those of its employees, Page 2 of 5 agents, directors, officers, and representatives in connection with the undertakings or services performed under this Agreement. 8. Applicable Law. This Agreement will be governed by and interpreted in accordance with the laws of the State of Florida and any dispute, litigation, arbitration or other proceeding shall take place in Pinellas County, State of Florida. In any dispute, litigation, or arbitration between the parties arising out of or related to this Agreement or the breach thereof, the prevailing party shall be entitled to have its reasonable and actual attorneys' fees, reasonable expenses, related litigation costs and costs of suit (if any) paid by the non -prevailing party. 9. Compliance with Law. Each party represents and warrants that in performing its obligations under this Agreement, it shall comply with all applicable federal, state and local laws and regulations, and that it is free of any contractual obligations that would prevent it from entering into this Agreement. 10. Entire Agreement. This Agreement is the entire agreement of the parties with respect to the subject matter hereof, supersedes all prior agreements and understandings, oral or written, relating to the subject matter hereof, and may not be amended, supplemented, or modified except by written instrument executed by all parties hereto. 11. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original for all purposes and all of which when taken together shall constitute a single counterpart instrument. This Agreement may be executed by facsimile or electronically, and each such facsimile or electronic signature shall have the efficacy of a signed original and may be used in lieu of the original for any purpose. 12. Authorization. The parties each represent that the person executing this agreement on behalf of such party has been and is duly authorized to execute this Agreement. Please confirm that the foregoing correctly sets forth our agreement by signing and returning to us a copy of this Agreement. Sincerely yours, Fallbrook Tax Credits LLC By: Josh LedFrer (Jan 7, 2022 08:30 PST) Name: Josh Lederer Its: Vice President Agreed To and Accepted As Of The Date First Written Above: Page 3 of 5 Countersigned: Frank Hibbard Mayor Approved as to form: abLISTICA-1-0-6 LAhJ, / 1-kWY Rosemarie Call City Clerk CITY OF CLEARWATER, FLORIDA By: A City Manager AAA`ciickoi ��� cel V1szNA 0N -C Attest: Assistant City Attorney Page 4 of 5 Exhibit A Page 5 of 5 E101264 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 $13,496.50, 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 holder seeking to transfer the certificate to one or more individuals or entities shall submit the original certificate to the Department's Division of Waste Management in Tallahassee along with a signed and notarized letter authorizing the transfer. The letter shall state the name, address, telephone number, and FEID or Social Security number, as applicable, of each transferee, and it shall indicate the portion (in whole or in units of no less 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. Certificate Number: 1122 FDEP Fiscal Year Issued: 2020-2021 Calendar Year: 2018 Site Type: BF FDEP Facility ID#: 3F529701005 VCTC Application #: 1031 Issued by: Tim J. Bahr Digitally signed by Tim J. Bahr Date: 2020.07.16 13:11:39 -04'00' (Authorized FDEP signature) E101499 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 $14,784.00, 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 holder seeking to transfer the certificate to one or more individuals or entities shall submit the original certificate to the Department's Division of Waste Management in Tallahassee along with a signed and notarized letter authorizing the transfer. The letter shall state the name, address, telephone number, and FEID or Social Security number, as applicable, of each transferee, and it shall indicate the portion (in whole or in units of no less 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. Certificate Number: FDEP Fiscal Year Issued: Calendar Year: Site Type: FDEP Facility ID#: VCTC Application #: 1284 2021-2022 2019 BF BF529701005 1214 Issued by: Tim J. Bahr Digitally signed by Tim J. Bahr Date: 2021.07.14 16:55:19 -04'00' (Authorized FDEP signature) 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 $13,529.50, 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 holder seeking to transfer the certificate to one or more individuals or entities shall submit the original certificate to the Department's Division of Waste Management in Tallahassee along with a signed and notarized letter authorizing the transfer. The letter shall state the name, address, telephone number, and FEID or Social Security number, as applicable, of each transferee, and it shall indicate the portion (in whole or in units of no less 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. Certificate Number: FDEP Fiscal Year Issued: Calendar Year: Site Type: FDEP Facility ID#: VCTC Application #: 1418 2021-2022 2020 BF BF529701005 1386 Tim J. Bah Digitally signed by Tim J. Bahr r Date: 2021.07.28 13:33:01 -04'00' Issued by: (Authorized FDEP signature) 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 $317.759.75, 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 holder seeking to transfer the certificate to one or more individuals or entities shall submit the original certificate to the Department's Division of Waste Management in Tallahassee along with a signed and notarized letter authorizing the transfer. The letter shall state the name, address, telephone number, and FEID or Social Security number, as applicable, of each transferee, and it shall indicate the portion (in whole or in units of no less 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. Certificate Number: FDEP Fiscal Year Issued: Calendar Year: Site Type: FDEP Facility ID#: VCTC Application #: 1109 2020-2021 2018 BF BF529701006 1080 Issued by: Tim J. Bahr Digitally signed by Tim J. Bahr Date: 2020.07.16 11:23:43 -04'00' (Authorized FDEP signature) E101474 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 $150,618.69, 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 holder seeking to transfer the certificate to one or more individuals or entities shall submit the original certificate to the Department's Division of Waste Management in Tallahassee along with a signed and notarized letter authorizing the transfer. The letter shall state the name, address, telephone number, and FEID or Social Security number, as applicable, of each transferee, and it shall indicate the portion (in whole or in units of no less 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. Certificate Number: 1259 FDEP Fiscal Year Issued: 2021-2022 Calendar Year: 2019 Site Type: BF FDEP Facility ID#: BF529701006 VCTC Application #: 1247 Issued by: Digitally signed by Tim J. Bahr Tim J. Bahr Date: 2021.07.14 16:30:10 -04'00' (Authorized FDEP signature) 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 $221,693.23, 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 holder seeking to transfer the certificate to one or more individuals or entities shall submit the original certificate to the Department's Division of Waste Management in Tallahassee along with a signed and notarized letter authorizing the transfer. The letter shall state the name, address, telephone number, and FEID or Social Security number, as applicable, of each transferee, and it shall indicate the portion (in whole or in units of no less 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. Certificate Number: 1403 FDEP Fiscal Year Issued: 2021-2022 Calendar Year: 2020 Site Type: BF FDEP Facility ID#: BF529701006 VCTC Application #: 1365 Tim J. Bahr Digitally signed by Tim J. Bahr Date: 2021.07.28 13:25:57 -04'00' Issued by: (Authorized FDEP signature) E101001 Voluntary Cleanup Tax Credit Certificate This certificate is issued pursuant to Section 376.30781, Florida Statutes (F.S.), to City of Cleawater (d/b/a Clearwater Gas System), # 59-6000289, in the amount of $54,004.40, 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 holder seeking to transfer the certificate to one or more individuals or entities shall submit the original certificate to the Department's Division of Waste Management in Tallahassee along with a signed and notarized letter authorizing the transfer. The letter shall state the name, address, telephone number, and FEID or Social Security number, as applicable, of each transferee, and it shall indicate the portion (in whole or in units of no less 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. Certificate Number: 962 FDEP Fiscal Year Issued: 2019-2020 Calendar Year: 2017 Site Type: BF FDEP Facility ID#: BF529701006 VCTC Application #: 966 T i m J. Bahr Datltally signed by e: 2019.07 09 11:15:33 m J. Bahr 04'00' Issued by: (Authorized FDEP signature) FL VCTC Placement Agreement (FTC_Clearwater) 220107 Final Audit Report 2022-01-07 Created: 2022-01-07 By: Sean Everett (everett@fbrook.com) Status: Signed Transaction ID: CBJCHBCAABAAsMzJxkJxGZt-wmOmgTwnjLKax44xd1Lq "FL VCTC Placement Agreement (FTC_Clearwater) 220107" His tory t Document created by Sean Everett (everett@fbrook.com) 2022-01-07 - 4:27:22 PM GMT- IP address: 23.240.209.194 C-4 Document emailed to Josh Lederer (jlederer@fallbrookfinance.com) for signature 2022-01-07 - 4:29:26 PM GMT n Email viewed by Josh Lederer (jlederer@fallbrookfinance.com) 2022-01-07 - 4:30:31 PM GMT- IP address: 98.147.146.32 60 Document e -signed by Josh Lederer (jlederer@fallbrookfinance.com) Signature Date: 2022-01-07 - 4:30:49 PM GMT - Time Source: server- IP address: 98.147.146.32 Q Agreement completed. 2022-01-07 - 4:30:49 PM GMT el Adobe Sign BID SUBMISSION 1. BID SUBMISSION. It is recommended that bids be submitted electronically through our bids website at httos://www.mvclearwater.com/business/rfo. For bids mailed and/or hand -delivered, bidder must submit one (1) signed original bid and one (1) electronic format on a CD or Thumb Drive, in a sealed container using label provided at the end of this solicitation. 2. BIDDER RESPONSE CHECKLIST. This checklist is provided for your convenience. It is not necessary to retum a copy of this solicitation's Instructions, Terms and Conditions, or Detailed Specifications with your bid response. Only submit the requested forms and any other requested or descriptive literature. ❑ Original and proper number of copies with electronic format (if requested) ❑ Bid container properly labeled ❑ Bid pricing form O Exceptions/Additional Materials/Addenda form ❑ Vendor Information form ❑ Scrutinized Companies form(s)as required ❑ E -Verify Eligibility form as required ❑ Offer Certification form ❑ Minimum of three (3) references, similar to size and scope O W-9 Form to be provided by Bidder(http://www.irs.gov/pub/irs-odf/fw9.pdf) BROWNFIELD TAX CREDITS 19 ITB #44-21 BID PRICING Pursuant to the contract specifications enumerated and described in this solicitation, we agree to sell Brownfield Voluntary Cleanup Tax Credits for the City of Clearwater at the price(s) stated below. VCTC Appl # Certificate # Project Site VCTC Face Value Amount Net price to City in cents per dollar per tax credit sold (Example: $X.XX per dollar) 966 962 Clearwater Manufactured Gas Plant Site $54,004.40 $ 0.9112/$1.00 1080 1109 Clearwater Manufactured Gas Plant Site $317,759.75 $ 0.9112/$1.00 1247 1259 Clearwater Manufactured Gas Plant Site $150,618.69 $ 0.9112/$1.00 1365 1403 Clearwater Manufactured Gas Plant Site $221,693.23 $ 0.9112/$1.00 1031 1122 CarPro Site located at 1359 Cleveland Street $13,496.50 $ 0.9112/$1.00 1214 1284 CarPro Site located at 1359 Cleveland Street $14,784.00 $ 0.9112/$1.00 1386 1418 CarPro Site located at 1359 Cleveland Street $13,529.50 $ 0.9112/$1.00 Total Face Value Amount in VCTC: $785,886.07 $0.9112/$1.00 PAYMENT TERMS: City of Clearwater's standard payment terms are NET30 Vendor: Fallbrook Tax Credits LLC Date: 9/29/21 BROWNFIELD TAX CREDITS 20 ITB #44-21 EXCEPTIONS/ADDITIONAL MATERIALJADDENDA Bidders shall indicate any and all exceptions taken to the provisions or specifications in this solicitation document. Exceptions that surface elsewhere and that do not also appear under this section shall be considered invalid and void and of no contractual significance. Exceptions (mark one): Note — Any material exceptions taken to the City's Standard Terms and Conditions will render a Bid Non-responsive. X No exceptions Exceptions taken (describe—attach additional pages if needed) Additional Materials submitted (mark one): X No additional materials have been included with this bid Additional Materials attached (describe—attach additional pages if needed) Addenda Bidders are responsible for verifying receipt of any addenda issued by checking the City's website at htto://www.mvclearwater.com/business/bid-information/ prior to the bid opening. Failure to acknowledge any addenda issued may result in a response being deemed non-responsive. Acknowledgement of Receipt of Addenda (initial for each addenda received, if applicable): Addenda Number Initial to acknowledge receipt Vendor Name Fallbrook Tax Credits LLC Date: 9/29/21 BROWNFIELD TAX CREDITS 21 ITB #44-21 VENDOR INFORMATION Company Legal/Corporate Name: Fallbrook Tax Credits LLC Doing Business As (if different than above): Address: 26610 Agoura Rd. City: Calabasas Phone: (818) 657-6100 State: CA E -Mail Address: severett@fallbrookfinance.com Fax: (818) 657-6145 Zip: 91302 Website: https://fallbrooktaxcredits.com/ DUNS # Remit to Address (if different than above): Order from Address (if different from above): Address: Address: City: State: Zip: City: State: _Zip: Contact for Questions about this bid: Name: Sean Everett Phone: (818) 657-6125 Day -to -Day Project Contact (if awarded): Name: Sean Everett Phone: (818) 657-6125 Fax: (818) 657-6145 E -Mail Address: severett@fallbrookfinance.com Fax: (818) 657-6145 E -Mail Address: severett@fallbrookfinance.com Certified Small Business Certifying Agency: Certified Minority, Woman or Disadvantaged Business Enterprise Certifying Agency: Provide supporting documentation for your certification. if applicable. BROWNFIELD TAX CREDITS 22 ITB #44-21 SCRUTINIZED COMPANIES FORM SCRUTINIZED COMPANIES THAT BOYCOTT ISRAEL LIST CERTIFICATION FORM THIS FORM MUST BE COMPLETED AND SUBMITTED WITH THE BID/PROPOSAL. FAILURE TO SUBMIT THIS FORM AS REQUIRED MAY DEEM YOUR SUBMITTAL NONRESPONSIVE. The affiant, by virtue of the signature below, certifies that: 1. The vendor, company, individual, principal, subsidiary, affiliate, or owner is aware of the requirements of section 287.135, Florida Statutes, regarding companies on the Scrutinized Companies that Boycott Israel List, or engaged in a boycott of Israel; and 2. The vendor, company, individual, principal, subsidiary, affiliate, or owner is eligible to participate in this solicitation and is not listed on the Scrutinized Companies that Boycott Israel List, or engaged in a boycott of Israel; and 3. "Boycott Israel" or "boycott of Israel" means refusing to deal, terminating business activities, or taking other actions to limit commercial relations with Israel, or persons or entities doing business in Israel or in Israeli -controlled territories, in a discriminatory manner. A statement by a company that it Is participating in a boycott of Israel, or that it has initiated a boycott in response to a request fora boycott of Israel or in compliance with, or in furtherance of, calls for a boycott of Israel, may be considered as evidence that a company is participating in a boycott of Israel; and 4. If awarded the Contract (orAgreement), the vendor, company, individual, principal, subsidiary, affiliate, or owner will. immediately ;notifx,the City of Clearwater in writing, no later than five (5) calendar days after any of its principals are placed on the Scrutinized Comp' res #hat Boycott Israel List, or engaged in a boycott of Israel. STATE OF orized Signatu art /IvG�G Pp//Died Nar9e Title gliahoel/ t e441 Ile Name of Entity/Corporation COUNTY OF The foregoing instrument was acknowledged before me by means of 0 physic -I presence or 0 online notarization on, this day of , 20by (name of person whose signature is being notarized) as the (title) of (name of co • - - ion/entity), personally known or produced (type of idem ' ' ation) as identification, and who did/did not take an oath. My Commissi• xpires: NOTA AL ABOVE Notary Public Printed Name adlot-e-kki/Le,,Lt" BROWNFIELD TAX CREDITS 23 ITB #44-21 CALIFORNIA JURAT GOVERNMENT CODE § 8202 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of AS ACIe ,..7411/14%* KARLA IOGArNM Notary Publk • California Los Angeles County E ti,► a. +rte ' Commission f 2335314 r" ' My Comm. Expires Oct 13, 2014 Subscribed and sworn to (or affirmed) before me on this c2/ / day of , 20 a-/ , by Date Month Year (1) Jlea�n ,Vere'' l (and (2) Name(s) of Signer(s) proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. Signature Place Notary Seal and/or Stamp Above Signatur- of Notary Public OPTIONAL Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: 5c-rairni,edCom/ 411c11.�otfCc'>r,--75m/ .4:01C0171:4'01- Document 4.01C 0171:4 -m.Document Date: Number of Pages: / Signer(s) Other Than Named Above: ©2019 National Notary Association SCRUTINIZED COMPANIES FORM SCRUTINIZED COMPANIES AND BUSINESS OPERATIONS WITH CUBA AND SYRIA CERTIFICATION FORM IF YOUR BID/PROPOSAL IS $1,000,000 OR MORE,THIS FORM MUST BE COMPLETED AND SUBMITTED WITH THE BID/PROPOSAL. FAILURE TO SUBMIT THIS FORMASREQUIRED M9 YDEEM YOUR SUBMITTAL NONRESPONSIVE. The affiant, by virtue of the signature below, certifies that 5. The vendor, company, individual, principal, subsidiary, affiliate, or owner is aware of the requirements of section 287.135, Florida Statutes, regarding companies on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or engaging in business operations in Cuba and Syria; and 6. The vendor, company, individual, principal, subsidiary, affiliate, or owner is eligible to participate in this solicitation and is not listed on either the Scrutinized Companies with Activities in Sudan. List,. the Scrutinized Companies with Activities in the Iran Petroleum Sector List, or engaged in business operations in Cuba and Syria; and 7. Business Operations means,for purposes specifically related to Cuba or Syria, engaging in commerce in any form in Cuba or Syria, including, but not limited to, acquiring, developing, maintaining, owning selling, possessing,. leasing or operating equipment, facilities, personnel, products, sery ices, personal property; real property, military equipment, or any other apparatus of business or commerce; and 8. If awarded the Contract. (or Agreement), the vendor, company, individual, principal, subsidiary, affiliate,or owner will immediately notify the City of Clearwater'in writing, no later than five (5) calendar days after any of its principals are placed on the Scrutin` e Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the I : .- _ m Sector List, or engaged in business operations in Cuba and Syria. t . ed Signa r� SP44 LvuGar STATE OF COUNTY OF The foregoing instrument was acknowledged before me by me. of 0 physical presence or 0 online notarizationon,this dayof ,20 by (name of person whose signature is being notari • as the (title) of me of corporation/entity), personally known , or produced pe of identification) as identification, and who did/did not take an oath. Printed Nam Iizvid<ge. n- / Title Name of Entity/Corporation My Commission Expires: NOTARY SEAL ABOVE Notary Public Printed Name SGP BROWNFIELD TAX CREDITS 24 ITB #44-21 CALIFORNIA JURAT GOVERNMENT CODE § 8202 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of hOS Q.� /es KARLA aOGANIM Notary Public • California Los Angeles County 0 Commission t 2335314 ■ My Comm. Expires Oct 13, 2024 Place Notary Seal and/or Stamp Above Subscribed and sworn to (or affirmed) before me on this o29 day of , 20 02s' , by Date Month Year (1) t5ean ,E ✓e 1, - (and (2) ), Name(s) of Signer(s) proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. Signature OPTIONAL Signature of Notary Public Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document:S'lrr/1d 6471/1:)' e 6vs. 01frwra.4; 16 l.W AIZ? vypia Document Date: Number of Pages: Signer(s) Other Than Named Above: ©2019 National Notary Association E -VERIFY EUGIBILITY FORM VERIFICATION OF EMPLOYMENT ELIGIBILITY FORM PER FLORIDA STATUTE 448.095, CONTRACTORS AND SUBCONTRACTORS MUST REGISTER WITH AND USE THE E -VERIFY SYSTEM TO VERIFY THE WORK AUTHORIZATION STATUS OF ALL. NEWLY HIRED EMPLOYEES. THIS FORM MUST BE COMPLETED AND SUBMITTED WITH THE BID/PROPOSAL. FAILURE TO SUBMIT THIS FORM AS REQUIRED MAY DEEM YOUR SUBMITTAL NONRESPONSIVE. The affiant, by virtue of the signature below, certifies that: 1. The Contractor and its Subcontractors are aware of the requirements of Florida Statute 448.095. 2. The Contractor and its Subcontractors are registered with and using the E -Verify system to verify the work authorization status of newly hired employees. 3. The Contractor will not enter into a contract with any Subcontractor unless each party to the contract registers with and uses the E: Verify system. 4. The Subco ntractor will provide the Contractor with an affidavit stating that the Subcontractor do es not employ, contract with, or subcontract with unauthorized alien. 5. The Contractormust maintain a copy of such affidavit. 6. The City may terminate this Contract on the good faith belief that the Contractor or its Subcontractors knowingly violated Florida Statutes 448.09(1) or448.095(2)(c). 7. If this Contract .is. -terminated .pursuant to Florida Statute 448.095(2)(c), the Contractor may not be awarded a public contract for at -least 1 year after the date on which this Contract was terminated. 8. The. Contractor is liable for any additional cost incurred by the City as a result of the termination of this Contract. STATE OF Au orizediserer— %..c?rin Signature tinted tmh(19M /On -i i Titl Name Name of Entity/Corporation COUNTY OF The foregoing instrument was acknowledged before me by means of 0 physic- - once or 0 online notarization on, this day of 20 by (name of person whose si' - = ure is being notarized) as the (title) of (name of corporation/entity), personally known . or pro • ed (type of identification) as identification, and who did/did not = an oath. My Commission Tres: NOTARY SEAL ABOVE Notary Public Printed Name atia.a.P)ine4-LY BROWNFIELD TAX CREDITS 25 ITB #44-21 CALIFORNIA JURAT GOVERNMENT CODE § 8202 A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of California County of 20J ,4e) KARLA BOGANIM Notary Public - California Los Angeles County Commission f 2335314 my Comm, Expires Oct 13, 2024 Place Notary Seal and/or Stamp Above Subscribed and sworn to (or affirmed) /before me on this a 9 day of Sk•rrr 4l 20 c-) , by Date Month Year (1) �$Owv(/�Pir`e✓��" (and (2) Name(s) of Signer(s) proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me. Signature OPTIONAL Signature of Notary Public ), Completing this information can deter alteration of the document or fraudulent reattachment of this form to an unintended document. Description of Attached Document Title or Type of Document: re -11.4'0=1/0/1 ¢F eery/Orn 7eitliv Document Date: - - .2o 2/ Number of Pages: f/ Signer(s) Other Than Named Above: ©2019 National Notary Association OFFER CERTIFICATION By signing and submitting this Bid, the Vendor certifies that: a) It is under no legal prohibition on contracting with the City of Clearwater. b) It has read, understands, and is in compliance with the specifications, terms and conditions stated herein, as well as its attachments, and any referenced documents. c) It has no known, undisclosed conflicts of interest. d) The prices offered were independently developed without consultation or co Ilusion with any of the other respondents or potential respondents or any other anti-competitive practices. e) No offer of gifts, payments or other consideration were made to any City employee, officer, elected official, or consultantwho has or may have had a role in the procurement process for the services and orgoods/m aterials covered by this contract. f) It understands the City of Clearwater may copy all parts of this response, including without limitation any documents and/or materials copyrighted by the respondent, for intemal use in evaluating respondent's offer, or in response to a public records request under Florida's public records law (F.S. 119) or other applicable law, subpoena, or otherjudicial process; provided that Clearwater agrees notto change or delete any copyright or proprietary notices. g) Respondent hereby warrants to the City that the respondent and each of its subcontractors ("Subcontractors') will comply with, and are contractually obligated to comply with, all Federal Immigration laws an d regulations that relate to their employees. h) Respondent certifies that they are not in violation of section 6(j) of the Federal Export Administration Act and not debarred by any Federal or public agency. i) It will provide the materials or services specified in compliance with all Federal, State, and Local Statutes and Rules if awarded by the City. j) It is current in all obligations due to the City. k) It will accept such terms and conditions in a resulting contract if awarded by the City. I) The signatory is an officer or duly authorized agent of the respondentwith full power and authority to submit binding offersforthe goods or services as specified herein. ACCEPTED AND AGREED TO: Company Name: Fallbrook Tax Credits LLC Sig nature: `52•4N' C--‘04-442t-- Printed Name:Sean Everett Title: Transactional Director Date: 9/29/21 REFERENCES Instructions: Bidders must submit a minimum of three (3) references for work performed that is similar in size and scope within the last three (3) years with bid submittal. Complete and return with bid submittal. Reference # 1 City of Doral $368,358.43 8401 NM 53rd Terrace, 2nd FI. oral Edward Rojas edward.rojas@cityofdoral.com FL (305) 593-6690 ax credit brokerage services Reference # 2 City of Tallahassee 300 S. Adams St. allahassee lissa Meyers alissa.meyers@talgov.com Reference # 3 ax credit brokerage services City of Daytona Beach 301 S. Ridgewood Ave. Daytona Beach Joanne Flick fkicjj@codb.us Tax credit brokerage services Vendor Name Fallbrook Tax Credits LLC FL FL 32301 (850) 981-8854 32114 (386) 671-8082 Date: 9/29/21 $367,717.41 $348,299 BROWNFIELD TAX CREDITS 27 ITB #44-21 Form W -9 (Rev. October 2018) Department the Treasury I Revenue W ue Swvice Request for Taxpayer Identification Number and Certification ► Go to wwwirs.gov/FormWil for Instructions and the latest Intonation. Give Form to the requester. Do not send to the IR& 1 Nene (as shown on your income tax return). Nome is required on this line; do not leave this line blank. Fallbrook Tax Credits LLC 2 Business name/disregarded entity name. if different from above 3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the following seven boxes. ❑ Ind aVaois proprietor or ❑ C Corporation 0 8 Corporation 0 Partnership 0 That/estate single -member LLC ❑✓ Limited Ifability company. Enter the tax classification (C -C corporation, S=S corporation. P=Partnership) ► P Nota: Check the appropriate box in the lire above for the tax classification of the single -member owner. Do not check LLC if the LLC is classified as a single -member LLC that is disregarded from the owner unless the owner of the LLC is another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a angle -member LLC that is disregarded from the owner should check the appropriate box for the tax classification of its owner. ❑ Other (see instr ions) 4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3): Exempt payee cod. (11 any) Exemption from FATCA mooning code (if any) pkpoaft b accounts maMaW+.dmidi n. U.S.) 5 Address (number. street, and apt. or suite no.) See instruction. 26610 Agoura Road, Suite 120 8 Cay, sate, end ZIP cods Calabasas, CA 91302 Requester's name and address (optional) 7 List account number(s) here (optional) Part 1 Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later. Note: If the account is in more than one name, see the instructions for line 1. Also see Vvfret Name and Number To Give the Requester for guidelines on whose number to enter. Soofal askwrity number or Employer identification number 8 4 4 2 6 0 2 2 5 Part 11 Certification Under penalties of perjury, I certify that 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. I am not subject to backup withholding because: (s) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that 1 am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. I am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) Indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured properly, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct 11N. See the instructions for Part 11, later. Sn of Here us. on "714"..V_ —' General Instructions Section references are to the Internal Revenue Code unless otherwise noted. Future developments. For the latest infomiatlon about developments related to Form W-9 and its instructions, such as Legislation enacted after they were published, go to www.irs.gov/FormN9. Purpose of Form An individual or ently (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (IT1N), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information retum the amount paid to you, or other amount reportable on an Information return. Examples of information returns include, but are not limited to, the following. • Form 1099 -INT (interest earned or paid) Deis OP /70-07/ • Form 1099 -DIV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) • Form 1099-8 (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate transactions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098-E (student loan Interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later. Cat. No. 10231X Form W-9 (Rev. 10-2018) INVITATION TO BID No. 44-21 Brokerage Services for Sale of Brownfield Tax Credits Solicitation Response Listing FOR THE CITY OF CLEARWATER Due/Opening: September 30, 2021; 10:00 a.m. 1) Cherrytree Group, LLC 287 Auburn Street Newton, MA 02466 617.431.2266 3) Fallbrook Tax Credits, LLC 26610 Agoura Road Calabasas, CA 91302 818.657.6100 ADVERTISED: POSTED: 2) Jeffrey H. Jacobson dba Clocktower Tax Credits, LLC 2 Mill & Main Place, Suite 295 Maynard, MA 01754 978.823.0200 TAMPA BAY TIMES 9/1/2021 myclearwater.com 8/30/21 - 09/30/21 CITY OF CLEARWATER ITB N 44-21, Brownfleld Tax Credits DUE DATE: September 30, 2021; 10:00 AM BID TABULATION Page 1 of 2 CMriytne Oroup, LLC l AuWlnt Btt Yet NrtOpr1AA0246 Ctoo#Rolrfsr Tax Crodks, i MIO Ili lAllrin Pleoe #M rd,.#M}1 I.LC Soft 20ti 176! ^' Fatlbrook°Tax Cmdlts, LLC 26610 Apouta R1t, Calebasas; `A9i2(12 VCTC c.itmceits t; projoct Eke VCTC P.C. �ilue Net Pdc.ln Ce its per TOM t t'Kdb M) T - Unit Fhl pe (UOM) Tatiil NCO(Ut 966 962 Clearwater Manufactured Gas Plant Site 54,004.40 $0.9100 $ 49,144.00 $0.9110 $ 49,198.01 $0.9112 $ 49,208.81 1080 1109 Clearwater Manufactured Gas Plant Site 317,759.75 $0.9100 $ 289,161.37 $0.9110 $ 289,479.13 $0.9112 $ 289,542.68 1247 1259 Clearwater Manufactured Gas Plant Site 150,618.69 $0.9100 $ 137,063.01 $0.9110 $ 137,213.63 $0.9112 $ 137,243.75 1365 1403 Clearwater Manufactured Gas Plant Site 221,693.23 $0.9100 $ 201,740.84 $0.9110 $ 201,962.53 $0.9112 $ 202,006.87 1031 1122 CarPro Site located at 1359 Cleveland Street 13,496.50 $0.9100 $ 12,281.82 $0.9110 $ 12,295.31 $0.9112 $ 12,298.01 1214 1284 CarPro Site located at 1359 Cleveland Street 14,784.00 $0.9100 $ 13,453.44 $0.9110 $ 13,468.22 $0.9112 $ 13,471.18 1386 1418 CarPro Site located at 1359 Cleveland Street 13,529.50 $0.9100 $ 12,311.85 $0.9110 $ 12,325.37 $0.9112 $ 12,328.08 Total VCTC Face Value Amount: 785,886.07 Total Net Revenue: $ 715,156.32 Total BId Items 1-20: $ 715,942.20 Total Bid Items 1- 20: $* 716,099.39 Page 1 of 2 CITY OF CLEARWATER ITB # 44-21, Brownfield Tax Credits DUE DATE: September 30, 2021; 10:00 AM BID TABULATION Page 2 of 2