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Government Responds to Opposition in Easement Scheme Case

APR. 1, 2022

United States v. EcoVest Capital Inc. et al.

DATED APR. 1, 2022
DOCUMENT ATTRIBUTES

United States v. EcoVest Capital Inc. et al.

UNITED STATES,
Plaintiff,
v.
ECOVEST CAPITAL, INC., et al.
Defendants.

UNITED STATES DISTRICT COURT
NORTHERN DISTRICT OF GEORGIA
ATLANTA DIVISION

UNITED STATES' REPLY BRIEF IN SUPPORT OF MOTION FOR PARTIAL SUMMARY JUDGMENT
(RESPONDING TO CLAUD CLARK III'S OPPOSITION)


TABLE OF CONTENTS

I. Clark assisted in organizing the syndicated conservation easement scheme and participated in its sale

A. Clark was fully integrated into the organization of the conservation easement scheme

B. The organization and sale of the scheme revolved around Clark's appraisals and valuation conclusions

II. Clark made false statements regarding fundamental aspects of appraisal practice (including the definition of fair market value)

III. Clark actually knew, or had reason to know, the definition of fair market value that he was required to use

IV. Clark's affirmative defenses (laches and estoppel) fail as a matter of law

Conclusion

TABLE OF AUTHORITIES

Cases

Agbanc, Ltd. v. United States, 707 F. Supp. 423, 427 (D. Ariz. 1988)

Auto. Club of Mich. v. Comm'r, 353 U.S. 180 (1957)

F.D.I.C. v. Harrison, 735 F.2d 408 (11th Cir. 1984)

Kersting v. United States, 206 F.3d 817 (9th Cir. 2000)

Kiva Dunes Conservation, LLC v. Comm'r, 2009 WL 1748862 (Tax Ct. 2009)

Ostrow v. United States, 1986 WL 6855 (M.D. Fla. 1986)

Reno v. United States, 717 F. Supp. 1198 (S.D. Miss. 1989)

Savoury v. U.S. Atty. Gen., 449 F.3d 1307 (11th Cir. 2006)

Shuman v. United States, 891 F.2d 557 (5th Cir. 1990)

Simmons v. United States, 308 F.2d 938 (5th Cir. 1962)

Tarpey v. United States, 2019 WL 1255098 (D. Mont. 2019)

Tarpey v. United States, 2019 WL 5820727 (D. Mont. 2019)

Tefel v. Reno, 180 F.3d 1286 (11th Cir. 1999)

Texaco P.R., Inc. v. Dep't of Consumer Affairs, 60 F.3d 867 (1st Cir. 1995)

United States v. Campbell, 897 F.2d 1317 (5th Cir. 1990)

United States v. Cartwright, 411 U.S. 546 (1973)

United States v. Delgado, 321 F.3d 1338 (11th Cir. 2003)

United States v. Hartshorn, 751 F.3d 1194 (10th Cir. 2014)

United States v. McCorkle, 321 F.3d 1292 (11th Cir. 2003)

United States v. Mid-S. Music Corp., 624 F. Supp. 673 (M.D. Tenn. 1985)

United States v. RaPower-3, LLC, 343 F. Supp. 3d 1115 (D. Utah 2018), aff'd, 960 F.3d 1240 (10th Cir. 2020)

United States v. State of Fla., 482 F.2d 205 (5th Cir. 1973)

United States v. Stover, 650 F.3d 1099 (8th Cir. 2011)

Statutes

26 U.S.C. § 170(f)(11)(C) and (E)

26 U.S.C. § 6700

26 U.S.C. § 7408

26 U.S.C. § 7429(b)


INTRODUCTION

In his opposition papers, Clark wisely does not challenge that the syndicated conservation easement scheme at issue is a “plan or arrangement” within the meaning of 26 U.S.C. § 6700, nor does he challenge that he made or furnished statements with respect to the allowability of tax deductions. Instead, he focuses on whether, even though his appraisals were the centerpiece of the Defendants' scheme, he assisted in the organization or participated in the sale of that scheme (§ I below); whether he made false statements regarding fundamental aspects of appraisal practice (§ II below); and whether, despite his years of experience as an appraiser, he had reason to know the true definition of fair market value (§ III below). He also seeks to defeat summary judgment on his affirmative defenses of laches and estoppel (§ IV below). But, as demonstrated below, Clark fails to identify genuine issues of material fact on any of these points, and the United States is entitled to judgment as a matter of law on all of them.

I. CLARK ASSISTED IN ORGANIZING THE SYNDICATED CONSERVATION EASEMENT SCHEME AND PARTICIPATED IN ITS SALE.

A. Clark was fully integrated into the organization of the conservation easement scheme.

In an effort to distance himself from the syndicated conservation easement scheme at issue, Clark misleadingly characterizes his role as limited to the “provision of services later used to seek tax deductions” (ECF No. 369 at 10.) But the organizing, promoting, or selling element of § 6700 “should be defined broad[ly],” United States v. Stover, 650 F.3d 1099, 1107 (8th Cir. 2011), and the Court should readily reject Clark's argument that service providers, including appraisers like himself, are legally immunized from engaging in conduct subject to penalty under § 6700. See, e.g., Tarpey v. United States, 2019 WL 5820727, at *2 (D. Mont. 2019) (holding that appraising timeshares was part of the activity at issue in determining penalty conduct pursuant to § 6700); United States v. Mid-S. Music Corp., 624 F. Supp. 673, 676-77 (M.D. Tenn. 1985) (enjoining the “independent appraiser” for Mid-South because he engaged in conduct subject to penalty under § 6700).

Furthermore, contrary to the conclusory manner in which Clark characterizes his involvement in the scheme, the undisputed facts readily establish that his role was far greater than preparing appraisals. As set forth in the United States' response to Clark's statement of facts, Clark was EcoVest's “go-to person” for conservation easement appraisals and one of EcoVest's “core experts,” and he was deeply integrated and embedded into EcoVest's operations, the strategic planning and development of the scheme, and its execution. He attended and participated in EcoVest's “all-hands meetings” which were “teaching session[s]” at which Clark discussed “appraisal issues” and “court rulings.” Clark also attended EcoVest's “pipeline meetings” where “[h]e was involved in discussions about project opportunities.” In that role, Clark lent his experience in helping decide which projects should actually become syndicated conservation easement deals. Clark was part of EcoVest's “working group” that participated in “the flow of business for these transactions.” (See US Resp. to Clark Stmt. of Add'l Undisputed Material Facts (“US Resp. to Clark SAF”) at ¶ 4.)

In addition, EcoVest and Clark collaborated heavily on the appraisals themselves, especially regarding Clark's failure to address the MIPA price and how the highest and best use (HBU) analysis affects valuation of conservation easements. EcoVest provided information to Clark to be inserted into his appraisals (including calculations, assumptions, and Excel spreadsheets), and EcoVest reviewed and checked the Excel spreadsheets Clark used in his appraisals, cleaned up links in those spreadsheets, and reviewed his spreadsheets “for formulas and math.” EcoVest also provided documents to Clark for use in his appraisals (such as marketing studies, engineering reports, and conceptual development plans) and paid for them. Importantly, EcoVest also provided feedback to Clark regarding his appraisals and collaborated with him regarding his appraisal methodology. (See US Resp. to Clark SAF at ¶ 4.)

In light of his deep involvement in the planning and execution of the scheme, and the crucial role his appraisals played in the organization and sale of the scheme (see § I.B below), it is no surprise that Clark claimed ownership of EcoVest's programs as his own, requested permission from EcoVest to work with other clients, personally profited over $1.1 million from preparing appraisals for EcoVest, and readily understood that his appraisals were the vehicle used to “monetize easements” in the scheme. (See US Resp. to Clark SAF at ¶ 4.) No rational factfinder could find a genuine dispute that, at a minimum, Clark assisted in the organization of the syndicated conservation easement scheme, which is all that § 6700 requires. See Stover, 650 F.3d at 1107.

B. The organization and sale of the scheme revolved around Clark's appraisals and valuation conclusions.

The tax shelter activity in this case, like many others before it, revolved around the appraisals, and the tax harm flowed from the false statements contained in those appraisals. Indeed, an express purpose of § 6700 is to “curb trafficking by promoters of overvalued investments.” Shuman v. United States, 891 F.2d 557, 558 (5th Cir. 1990); see United States v. Campbell, 897 F.2d 1317, 1322 (5th Cir. 1990) (one purpose of § 6700 is “to curb the distortions in the tax system that result when the price of an investment reflects overvaluation and thereby yields excessive tax benefits”).

Courts reject tax shelter promoters' efforts to escape § 6700 liability by avoiding the labels “organization” and “sale” when characterizing their own conduct. See, e.g., Stover, 650 F.3d at 1108 (rejecting promoter's argument that “he merely 'implemented' or 'executed'” the arrangements due, in part, to “the voluminous testimony that Stover's clients specifically sought to use his schemes to reduce their tax liability”); Agbanc, Ltd. v. United States, 707 F. Supp. 423, 427 (D. Ariz. 1988) (stating that “a person or entity cannot insulate itself from section 6700 liability merely by employing salespeople who actually made the false statements”).1 The same is true here; Clark cannot escape liability just by characterizing himself as a mere “service provider.”

In this case, Clark's appraisals were the key documents in both the organization and sale of the syndicated conservation easement scheme. For each deal, EcoVest obtained two appraisals from Clark —  an initial appraisal and a final appraisal. (US Resp. to Clark SAF at ¶ 1.) As EcoVest's executives testified, Clark's initial appraisal determined the “potential gift value” (or tax deduction amount) that customers could expect from the scheme, and EcoVest used that amount to determine the “offering size” of the deals:

Determination of the "offering size" of the deals

(Dep. of Jed Linsider at 44:8-19, Jan. 12, 2021, ECF No. 371-27.) In other words, Clark's valuation opinion determined the amount that customers had to pay to invest in the conservation easement scheme:

Valuation opinion

(Dep. of Adam Lloyd at 151:23-152:5, Mar. 4, 2020, ECF No. 371-29.)

Moreover, Clark's appraisal was the key document used to sell the scheme to customers because it determined the tax deduction amount that customers would generate from investing in the scheme. As EcoVest's own documents reveal, Clark's appraisals were front-and-center and established that customers would generate a tax deduction equal to 4.11 times the amount of their “investment”:

Conservation option explanation

(ECF No. 349-25 at 5.) In fact, the sales literature that EcoVest used for every one of its deals (ECF Nos. 372-1 to 372-69) show that Clark's appraisals were the sole determinant of the tax deduction that customers would “generate” from the deals:

Highlighted quote about tax deduction due to easement

Simply put, Clark's appraisal conduct was the linchpin of the syndicated conservation easement scheme. Without Clark's appraisals, EcoVest's customers could not have claimed a single dollar of tax deductions, and the United States Treasury would not have suffered a single dollar of tax harm. See 26 U.S.C. §170(f)(11)(C) and (E) (to substantiate a donation of property that results in a claimed deduction of more than $5,000 the taxpayer must, among other things, obtain a “qualified appraisal” of such property”). And, as described above, Clark was fully aware that his appraisals were so used, as he was embedded in EcoVest's operations.

The single case Clark relies on regarding his conduct, Ostrow v. United States, 1986 WL 6855 (M.D. Fla. 1986), does not support Clark's position because Ostrow's connection to the promotion was truly tangential, unlike Clark's. In Ostrow, the IRS “observed no evidence that [Ostrow] had any input into the determination of the sales price.” Id. at *9. This is the opposite of the present case, where Clark's appraisals determined the precise donation amount. In Ostrow, the taxpayer's contact with the investors only occurred after the investment had been made. Id. Here, Clark's appraisals were used before the transaction was consummated to determine the sales price and convince EcoVest's customers to invest. Finally, Ostrow did not “participate in the preparation of any document establishing the alleged shelters.” Id. (emphasis added). Clark, however, prepared the document that was the centerpiece of Defendants' scheme: the appraisal.2 There is no genuine fact dispute that Clark, at a minimum, assisted in the organization or indirectly participated in the sale of the scheme.

II. CLARK MADE FALSE STATEMENTS REGARDING FUNDAMENTAL ASPECTS OF APPRAISAL PRACTICE (INCLUDING THE DEFINITION OF FAIR MARKET VALUE).

In arguing that his statements were not false (or, in the alternative, that they were immaterial), Clark parrots the same arguments EcoVest makes in its opposition brief. (ECF No. 369 at 11-24; ECF No. 365 at 16-33.) The United States addresses those arguments in detail in the reply brief that is being contemporaneously filed regarding EcoVest's opposition papers and incorporates those arguments herein.

III. CLARK ACTUALLY KNEW, OR HAD REASON TO KNOW, THE DEFINITION OF FAIR MARKET VALUE THAT HE WAS REQUIRED TO USE.

To be liable for a penalty under § 6700(a)(2)(A), Clark must have known or had reason to know the statements set forth in his appraisals were false. But throughout his brief, Clark repeatedly misrepresents the standard by which his scenter is judged because he identifies it as requiring “proof of knowledge” or “knowingly false statements.” (ECF No. 369 at 2, 11, 12, 20, 24; see also id. at 12 (“This accusation — which assumes that Mr. Clark was not only incorrect but knowingly so, both of which are disputed”), 13 (“because the government cannot show that these statements were false, much less knowingly so”).) No matter how many times Clark suggests otherwise, the United States need not prove actual knowledge. Under § 6700(a)(2)(A), a person who makes a statement “which the person knows or has reason to know is false or fraudulent” may be penalized. See ECF No. 344 at 30-32 (discussing Eleventh Circuit caselaw indicating that negligence suffices for liability under § 6700(a)(2)(A) and thus actual knowledge is not required); United States v. Hartshorn, 751 F.3d 1194, 1202 (10th Cir. 2014) (holding that the scienter element of § 6700, which is predicate conduct for an injunction to issue under § 7408, “is satisfied if the defendant had reason to know his statements were false or fraudulent, regardless of what he actually knew or believed”) (emphasis added) (citing 26 U.S.C. § 6700(a)(2)(A)).

The undisputed facts demonstrate that, at a minimum, Clark at least had reason to know that his statements that each of his appraisals satisfied the qualified appraisal rules in the Treasury regulations were false.3 There is no dispute that Clark was aware of the willing buyer-willing seller requirement in the Treasury regulation definition of fair market value and that he set forth that definition in every single appraisal that he prepared:

Willing buyer - willing seller definition

(Ex. 1399 at ii, column E (United States' summary exhibit regarding Clark's appraisals).) Clark freely admitted he knew he was required to apply that definition, and does not dispute that here:

admission of definition

(Dep. of Claud Clark at 58:12-17, Mar. 10-11, 2021, ECF No. 371-3.)

In addition, Clark purports to be a seasoned, sophisticated appraiser with deep experience and a focus on appraising conservation easements. (See id. at 30:7-11 (Q. And so at what point, what year did your work become primarily conservation easement appraisals? A. Approximately 2000. No. 2010. Excuse me. I misspoke.); ECF No. 370-1 at 2 ¶ 4 (“I am a real estate appraiser with more than 30 years of experience”). As such, for purposes of § 6700, he had reason to know the true definition of fair market value and the requirements regarding qualified appraisal practice. See Tarpey v. United States, 2019 WL 1255098, at *7 (D. Mont. 2019) (holding that an apprasier who “held himself out to the public as a professional timeshare appraiser” had reason to know that his statements regarding the qualified appraisal rules were false); United States v. RaPower-3, LLC, 343 F. Supp. 3d 1115, 1173 (D. Utah 2018), aff'd, 960 F.3d 1240 (10th Cir. 2020) (“The trier of fact may impute knowledge to a promoter, 'so long as it is commensurate with the level of comprehension required by [his] role in the transaction.'”) (quoting Campbell, 897 F.2d at 1322 and citing United States v. Est. Pres. Servs., 202 F.3d 1093, 1103 (9th Cir. 2000)). Indeed, there could hardly be a more fundamental notion of appraisal practice than the willing buyer-willing seller test, which the Supreme Court has noted “is nearly as old as the federal income, estate, and gifts taxes themselves.” United States v. Cartwright, 411 U.S. 546, 551 (1973).

Clark erroneously suggests his involvement in Kiva Dunes negates his reason to know. But the court properly identified the willing buyer-willing seller requirement in the definition of fair market value in that case. Kiva Dunes Conservation, LLC v. Comm'r, 2009 WL 1748862, at *2 (Tax Ct. 2009). Moreover, Kiva Dunes has nothing to do with the issues raised by the United States' motion. The United States' motion does not challenge Clark's decision to use a discounted cash flow (DCF) method to value the vacant properties. The taxpayer in Kiva Dunes did not argue, nor did the Tax Court conclude, that property should be appraised as if it has achieved its highest-and-best-use state. The property at issue in Kiva Dunes was a golf course; here, it is undisputed that the property at issue in every single one of Clark's appraisals is unimproved, vacant land. (US Reply in Support of US Stmt. of Undisputed Material Facts at ¶ 72 (admitting “that the 70 appraisals that Clark prepared for the EcoVest Offerings involved vacant land”).)4 Clark's suggestion that he used “the very same methodology” in this case cannot be true. As a result, his argument that “a court should consider whether the statement was supported by precedent” (ECF No. 369 at 20), i.e., Kiva Dunes, fails.

Neither does Kersting v. United States, 206 F.3d 817, 819 (9th Cir. 2000) support this argument. In Kersting, the court held that a promoter had reason to know his statements were false, in part, because of a prior court ruling to that effect. Kersting does not support Clark's suggestion that the absence of precedent affects what can be imputed to a tax shelter promoter under the “reason to know” standard of § 6700, nor (as discussed above) does Kiva Dunes provide any precedent upon which Clark could conceivably rely. Indeed, Clark has not identified any authority whatsoever that allows appraisers to value property as if its highest and best use has already been achieved, nor has he identified any authority that allows appraisers to ignore the definition of fair market value as set forth in the Treasury regulations.

IV. CLARK'S AFFIRMATIVE DEFENSES (LACHES AND ESTOPPEL) FAIL AS A MATTER OF LAW.

The Court should decline Clark's invitation to create a new rule in the Eleventh Circuit whereby defendants may rely on the doctrine of laches to defeat a government entity's requested equitable relief even if (as here) the doctrine is legally unavailable as an affirmative defense. See Texaco P.R., Inc. v. Dep't of Consumer Affairs, 60 F.3d 867, 878-79 (1st Cir. 1995). Contrary to Clark's suggestion (ECF No. 369 at 25), the Eleventh Circuit did not cite Texaco with approval in United States v. Delgado, 321 F.3d 1338, 1349 (11th Cir. 2003). Instead, after noting Texaco as a rare exception (used elsewhere), the Eleventh Circuit declined to apply its holding. The court refused to consider the doctrine of laches as an equitable factor in determining criminal restitution because “payment of restitution is in the public interest” and “[t]he doctrine of laches should not be used to prevent the Government from protecting the public interest.” Id.

The same is true here. Injunctions and disgorgement are also equitable remedies wielded by the government to uphold the public interest. (See, e.g., ECF No. 344 at 7-10, 15-22.) Moreover, the policies that undergird the Summerlin rule against laches (ECF No. 349-1 at 36) apply in both the civil and criminal contexts. And Summerlin would be substantially eviscerated if considerations of undue delay could always be used to deny equitable relief in any case in which a government agency sues to protect the public interest —  regardless of whether the defendant pleaded laches as an affirmative defense. The Court should not permit the supposedly “rare exception” used in Texaco to swallow the Summerlin rule.

Regarding estoppel, Clark is incorrect in claiming (ECF No. 369 at 26) that there is an “internal revenue taxation” exception to the Eleventh Circuit's general bar on estoppel defenses in sovereign-capacity suits by the federal government. In Simmons v. United States, 308 F.2d 938, 944-45 (5th Cir. 1962), the Fifth Circuit permitted consideration on remand of whether the United States was estopped from claiming that a manufacturer's cane fishing poles were taxable because an IRS official had told a competitor that the poles were not subject to an excise tax statute. However, in an earlier case overlooked by both the majority and the dissent, the Supreme Court had held that the government cannot be estopped by a mistake of law (such as an incorrect statutory interpretation) communicated to taxpayers by IRS officials. Auto. Club of Mich. v. Comm'r, 353 U.S. 180, 183-84 (1957). Thus, Simmons was bad law from its inception because it (and earlier cases on which it relied) involved a misinterpretation of law by an IRS employee.

Furthermore, the Simmons panel did not actually consider the issue of whether equitable estoppel may apply when the United States sues in its sovereign, rather than proprietary, capacity. A later Fifth Circuit panel squarely presented with that issue concluded that estoppel cannot apply in that scenario. United States v. State of Fla., 482 F.2d 205, 209-210 (5th Cir. 1973). The Eleventh Circuit has held likewise. F.D.I.C. v. Harrison, 735 F.2d 408, 410-11 (11th Cir. 1984); see also Tefel v. Reno, 180 F.3d 1286, 1302-1303 (11th Cir. 1999) (requiring affirmative misconduct). Therefore, at least in this circuit, there is no special exception for tax cases that allows estoppel against the government for repeated IRS misrepresentations —  as Clark wrongly alleges (ECF No. 369 at 27).

Clark's supposed factual basis for estoppel is that IRS officials allegedly failed to inform him, during the investigation that led to this case, that his easement valuation methodology was legally incorrect. (Id.) But there is no record support for that assertion. Clark contends this assertion is supported by the EcoVest Defendants' response to paragraph 301 of the United States' statement of facts (id. at 26-27), but no such statement of fact exists (the United States submitted 150 facts in support of its motion). Clark's declaration is likewise devoid of any factual assertion regarding what concerns, if any, the IRS raised about his methodology. (See generally ECF No. 370-1.) Clark has failed to create a genuine issue of disputed fact regarding his estoppel defense, and the United States' motion should be granted for this reason alone.

In addition, the applicable legal principles show precisely why Clark's estoppel defense is insufficient as a matter of law: (1) the Government filed this suit in its sovereign capacity; (2) misstatements of law cannot provide the basis for estoppel claims against it (Auto. Club of Mich., 353 U.S. at 183-84); and (3) negligence, inaction, oversight, acquiescence, and the like do not qualify as affirmative misconduct (Savoury v. U.S. Atty. Gen., 449 F.3d 1307, 1319 (11th Cir. 2006); United States v. McCorkle, 321 F.3d 1292, 1297 (11th Cir. 2003)). Therefore, the Court should grant summary judgment to the United States on the issue of Clark's equitable estoppel defense.

CONCLUSION

For the foregoing reasons, and those set forth in the United States' opening brief, the United States' motion should be granted.

Dated: March 31, 2022

Respectfully submitted,

DAVID A. HUBBERT
Deputy Assistant Attorney General

ERIN R. HINES
Florida Bar No. 44175
GREGORY VAN HOEY
Maryland Bar
RICHARD G. ROSE
District of Columbia Bar No. 493454
HARRIS J. PHILLIPS
Massachusetts Bar No. 675603
JAMES F. BRESNAHAN II
Virginia Bar No. 80164
ERIC M. ABERG
District of Columbia Bar No. 1044111
LAUREN A. DARWIT
Illinois Bar No. 6323788
Trial Attorneys, Tax Division
U.S. Department of Justice
P.O. Box 7238, Ben Franklin Station
Washington, D.C. 20044
Telephone: (202) 514-2901

Local Counsel:
KURT ERSKINE
United States Attorney
NEELI BEN-DAVID
Assistant U.S. Attorney
Georgia Bar No. 049788
Office of the United States Attorney
Northern District of Georgia
600 U.S. Courthouse
75 Ted Turner Drive, SW, Suite 600
Atlanta, GA 30303
Telephone: (404) 581-6303

FOOTNOTES

1Courts have similarly resisted promoters' efforts to downplay the significance of the appraisal when evaluating § 6700 conduct. See Reno v. United States, 717 F. Supp. 1198, 1202 (S.D. Miss. 1989) (holding that “the fact that the appraisals were not furnished at the time of or before a prospective purchaser made the decision to invest does not prevent the assessment of a penalty under section 6700”).

2Notably, Ostrow was an action brought pursuant to 26 U.S.C. § 7429(b) wherein the taxpayer sought relief from both a termination assessment and a jeopardy assessment. Such proceedings do “not provide for a full evidentiary hearing. Of necessity, and logically, the proceeding is summary, requiring a determination within twenty days after the action is commenced. The summary nature of the proceedings thus dictates the form of the information to be received by the Court.” Ostrow, 1986 WL 6855, at *3. That posture is far different than an enforcement action such as this one, which the Government brought in the public interest pursuant to 26 U.S.C. §§ 7402 and 7408.

3The United States also argues that Clark had reason to know that his statements that there was “no sale involving the tract within the last three years” were false. (ECF No. 349-1 at 26.) Clark does not contest that point in his opposition brief.

4Clark did not file his own response to the United States' Statement of Undisputed Facts, but instead joined and incorporated EcoVest's responses to that submission. (ECF No. 368 at 1.)

END FOOTNOTES

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