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Home My Public Portal About2023- Agreement FALLBROOK TAX CREDITS August 22, 2023 Steve Williamson Village Manager Village of Key Biscayne, Florida 88 W. McIntyre Street Suite 210 Key Biscayne, Florida 33149 Re: Florida Voluntary Cleanup Tax Credits Dear Steve Williamson: 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 Village of Key Biscayne, Florida (“Seller”), a Florida municipality, in the sale of Florida Voluntary Cleanup Tax Credits. Seller generated Florida Voluntary Cleanup Tax Credits in the amount of Ninety Four Thousand Nine Hundred Fifty Five Dollars and Fifteen Cents ($94,955.15) (the “Tax Credits”), through the Brownfield Site having FDEP Facility ID Number BF132206001. A true and correct copy of the Florida Voluntary Cleanup Tax Credit Certificate (Certificate Number 1774) is hereto attached 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. 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 Seller and Prospect. Fallbrook agrees to assist Seller in reaching acceptable terms with Prospect. Prospect will purchase the Tax Credits from Seller at a price of no less than Ninety and One-Half Cents ($0.905) per Dollar ($1.00) of Tax Credits (the “Purchase Price”). Seller will retain from the Purchase Price an amount equal to Ninety and One-Half Cents ($0.905) per Dollar ($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. Prospect shall pay the Purchase Price to Seller and thereafter, Seller shall pay the Placement Fee to Fallbrook, via wire transfer, within ten (10) business days of the receipt of the Purchase Price from the Prospect. Seller shall be liable to Fallbrook for damages if, without Fallbrook’s written consent, it sells Florida Voluntary Cleanup Tax Credits not covered by this Agreement, or other state or federal tax credits, to the Prospect for a period of two (2) years after the closing. DocuSign Envelope ID: 9241F79D-D857-47D5-9F23-9F5BF646A79C Page 2 of 3 This Agreement shall terminate the earliest date of the following: (i) one (1) year from the date above; (ii) thirty (30) days written notice by Seller to Fallbrook; or (iii) Seller sells all the Tax Credits. Seller’s obligation to pay the Placement Fee and the non-circumvention provisions of the preceding paragraph and the indemnification and confidentiality provisions of the following paragraphs will survive the term of this Agreement. This Agreement will be governed by and interpreted in accordance with the laws of the State of California and any dispute, litigation, arbitration or other proceeding shall take place in Miami Dade 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. 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. 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. 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. 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, Agreed To and Accepted As Of The Date First Written Above: Fallbrook Tax Credits LLC Village of Key Biscayne, Florida By: _________________________ By: _________________________ Name: Josh Lederer Name: Steve Williamson Its: Vice President Its: Village Manager Josh Lederer (Aug 22, 2023 15:24 PDT) DocuSign Envelope ID: 9241F79D-D857-47D5-9F23-9F5BF646A79C Page 3 of 3 EXHIBIT A Tim Ba h r Dig ita lly s ig ne d b y Tim Ba hr Da te : 20 2 3.08.01 1 0:19:5 8 -0 4'00 ' DocuSign Envelope ID: 9241F79D-D857-47D5-9F23-9F5BF646A79C FL VCTC Placement Agreement (FTC - Village) 230822 Final Audit Report 2023-08-22 Created:2023-08-22 By:Justin Gordon (justin@fbrook.com) Status:Signed Transaction ID:CBJCHBCAABAABMqQLye47kpg93crb9RZoL20_GvFmLPc "FL VCTC Placement Agreement (FTC - Village) 230822" Histor y Document created by Justin Gordon (justin@fbrook.com) 2023-08-22 - 7:59:07 PM GMT- IP address: 12.10.25.90 Document emailed to jlederer@fallbrookfinance.com for signature 2023-08-22 - 7:59:35 PM GMT Email viewed by jlederer@fallbrookfinance.com 2023-08-22 - 10:24:04 PM GMT- IP address: 45.49.227.181 Signer jlederer@fallbrookfinance.com entered name at signing as Josh Lederer 2023-08-22 - 10:24:22 PM GMT- IP address: 45.49.227.181 Document e-signed by Josh Lederer (jlederer@fallbrookfinance.com) Signature Date: 2023-08-22 - 10:24:24 PM GMT - Time Source: server- IP address: 45.49.227.181 Agreement completed. 2023-08-22 - 10:24:24 PM GMT DocuSign Envelope ID: 9241F79D-D857-47D5-9F23-9F5BF646A79C