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Home My WebLink AboutWPO201800056 Agreement - Nutrient Credits 2019-04-23AGREEMENT FOR PURCHASE AND SALE 0 OF NUTRIENT OFFSET CREDITS a, PHIS AGREEMENT FOR PURCHASE ANT SALE OF NUTRIENT OFFSET CREDITS (this "Agreement") is dated this 23' day of April. 2019, by and between R&. 01nvestment, LC, Virginia limited liabili ("Purchaser"). W a W*^�c 9 � Seiler has established the I lunts Creek Nutrient Bank, (the "Bank") o orproxI y acres located in Buckingharn County, Virginia in accordance wi Opplicable state regulations of the Virginia Department of Environmental Quality CDEQ") and the Virginia Department of Conservation and Recreation ("DCR"). 4013 'he Bank has obtained all necessary permits and taken all necessary actions%to 4 creanutrtcn reductions such that the Bank has nutrient offsets transferable to those entities requiring offsets in accordance with the Chesapeake Bay Watershed Nutrient Credit Exchang Program, DCR's Stormwater Offset Program, and the Virginia Soil and Water Conservation OBoard's Guidance Document and Stormwater Nonpoint Nutrient ap y 23 "()09, to those regulated entities qualifying for nutrient offsets. turchaser desires to purchase from Seller and Seiler desires to sell to Purchaser nutrient offsets measured in pounds of nitrogen or phosphorus (one pound of nitrogen or phosphorus equals one nitrogen or phosphorus nutrient offset credit, as the case ma be , pursuant to the terms and conditions set forth herei AGREEMENT "consiation Nolf.-ILhe WpureRase price paid by Purchaser to=ROMEr, and other gooWan valuable consideration, the�rccWt and sufficient of which arc hcrcbv acl:nowlcdp-cd, the agree as follo l . Agreement to Sell and Purchase, Seller shall sell to Purchaser or its assigns, and Purchaser or its assignees shall purchase from Seller 1.63 phosphorus nutrient offset credits (the "Credits"). Seller acknowledges and agrees that, notwithstanding the payment of the chase Price (as defined below) contemporaneously with the execution and delivery of this ement, Purchaser may be purchasing the Credits for use on future projects, and the Credits purchased ID herein shall be conveyed by Bill of Sale to Purchaser, its successors or assigns in accordance poii paymcnt gLthe Purchase Price, Purchaser shall have such rights as law to re -convey all or"WI5ortion of its interest in the Credits to its successors in interest or assignees for use on future projects, and Seller consents to such re -conveyances and agrees to cooperate with and assist Purchaser in the documentation of such re -conveyances, including delivery of notices of such re -conveyances to the DE DCR and an olhcr rovemin , a wnc; Nwith jurisdiction over the transfer of nutrient offsets. 4621 Purchase Price and Execution of Agreement. The purchase price for the Credits shal l be S9,500.00 per lb. [of nitrogen andlor phosphorus] for each Credit for a total Purchase Price of $15.485.00 for the Credits. The Purchase Price shall be paid in collected funds on the 41 Wate of execution of this Agreement by both parties, This Agreement shall be executed by both parties and the Purchase Price paid by the Purchaser within 45 days of the date of thi 60 Agreement, unless Seller agrees in writing to a later date. Upon payment of the ch1s� ice -2- full, neither Purchaser, nor its successors, nor assigns shall be liable for the payment of any other consideration or fee to Seiler in connection with the conveyance or assignment and/or re- 0 Wanbf 3.Deliv Credits. Upon payment of the Purchase Price, Seller shall deliver to Purchaser, its successors, or assignees the following documents to evidence the conveyance of We Credits: 4 0 (a) An a1li It Minsu FsanMayMeame nrm as project number tilled in, and which shall also be delivered to the DEQ and, if appropriate, DCR, by Seller a (b) hereto. SellWCOWMees a"negrees that Pure er ma re est th�ona of u to the gY 1? total amount of Credits purchased by Purchaser in one or more transactions to satisfy thM requirements of one or more permits issued by the DEQ, DCR and/or any other governing with the .nmvisions of this 4. Representations, Warranties and C'c�venaiits, Seller h . b ts, re resents t❑ and covenants with Purchaser as follows: (a) The matters set forth in Recitals A and B above; provided, however, Seller makes no warranty or representation with respect to the eligibility of the Credits sold hereunder too satisfy the permit requirements of any DEQ, DCR or other permittee. (b) Seller has and will maintain sufficient number of credits in the Bank to conSLImmate the transactions contemplated herein. 0 -3- 0 (c) Seller shall follow and comply with all the requirements for maintenance of the Bank as required by the DEQ, DCR and any outer agency having jurisdiction over the B f o the best of Seller's knowledge, there is no pending or threatened action or *Vreedilng a ecting Seller before any court, governmental agency or arbiLrator that would �dversely affect Seller's ability to comply with its obligations hereunde . rf c] 4VIler shall be solely responsible, at its sole cost and expense, £or compliance %� i i i i icrIcquirements th edebstate and local statutes, regulations and other requirements ble to the ation. an,,iRcment and maintenance of the Bank (collectively the Bank Regulatory Requirements".). W � W �1111F �at the execution and delivery of this Agreement on behalf of Seller has been il Oltliyaut!100n7cndsuch execution and delivery shall constitute the valid wid binding a ee c ith Seller and is enforceable in accordance with its terms. 0it of Seller A. KMOn.q. . Pn MrweWnanemrcin shall survive the sale of Credits under this Agreement and the delivery of the Bill of Sale pursuant to this Agreement for a period of 10 years am 0 40 05. MisceIlancous (a) GVjfices. Any notice, demand or request which is required or permitted 0 hereunder shall be deemed effective when hand delivered, sent by a receipted overnight delivery service, or mailed, via certified mail, return receipt requested to the agIsesses: M 0 i e : nve. en , C0 e c/o Ronald Pembelton 15961 Goodes Bridge Road 11.0. Box 559 Amelia Courthouse, VA 230W Purchas ONO) wrOW,WOMMOsM.-gion..elle rants to Purchaser that Seller shall pay a 5% brokerage fee to RRG, LC, ("Broker"); and also a b% water quality enhancement fee to the Virginia Department of Environmental Quality " Q'I in connection with this transaction. (c) Entire Agreement Modiftc lon. There are no other agreements or understandings, written or oral, between the parties with regard to the subject matter of thi40 GAgreement. This Agreement shall not be modified or amended except by a written document e ecutui b , uth parties-, d} Governin�Law. The validity, interpretation and enforcement of thi� Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Virginia, except to the extent that any applicable Federal Law or regulation shall supersede Virginia law in relation to the matter set forth in the Agreement, in which case Federal Law shall apply, Jurisdiction and venue for any litigation brought pursuant to this Agreement shall li • a a -5- in the stat� of BWng Aly, Vir its or the Unified Sf�a es Dist*exclusively fi Court for the Eastern District of Virginia to the express exclusion of any other jurisdiction or venue. applicable federal, state and local laws, rules, regulations and orders in the conduct of their obligations fj Severabili . The provisions of this Agreement shall be deemed severable OfFid, i OFF7Ocn-ns herein shall be held invalid, illegal or unenforceable, the remainder of truce 91greement shall continue to be effective and binding on the parts (,.) dditional Assurances. Both of the parties agree to execute and deliver other t ocument or documents that may be requested from time to time by the other party necessary to perform such party's obligations under this Agreement. !W ( I ;) ature of Credits. The sale and conveyance of the Credits pursuant to this Wgreement shall not constitute the conveyance or transfer of any right, interest or ownership o real property or the Sank, nor shall such conveyance impose upon Purchaser an o li W u or liability arising from or incident to ownership of an interest in real property. (i) ssi nabili , Purchaser may assign its rights and obligations hereunder to any person or entity. Seller shall not assign its obligations hereunder except in connecti❑ With a sale or transfer of the real estate on which the Bank is located, without prior written consent of Purchaser, which may not be unreasonably withheld by Purchaser, 0) Counterparts, This Agreement may be executed in counterpa4av, hick shall constitute an Agreement. W In WITNESS the following authorized signatures PURCHASER: a Vir inia limited liability company Dy 114wanaging Member M AFFIDAVIT OF NUTRIENT CREDITS I, RonaSMon, certify that I am now, and at all times mentionc crem Whave Ween. e Manager of R&] Investment, LC, a Virginia limited liability company (the "Company"), hich is the owner of the Hunts rid as such I hereby certify the 1) Pursuant to that certain Acquisition and Sale Agreement dated April 23 2a19, ("The Agreement"), between Company (as Seller) and Charlottesville Profft, LLC, ("Acquirer"), the Company, for the benefit of the Acquirer, agrees to sell 1.63 pounds of phosphorus offsets and retire 5.46 pounds of nitrogen (representing the ratio of nitrogen offsets to the hos horus offsets at the offset enerating facilit offsets to Acquirer W2) *The Company and the Acquirer, as of the date hereof, have closed the transaction contemplated by the Agreement and the Company has sold to Acquirer phosphorus offsets and retired 5.46 pounds of nitrogen (representing the ratio of nitro -en offsets to the nhosohorus off.Wts at the offset kencrating facility) -fr-f The execution and delivery of this Affidavit has been duly authorized and is not in aiolation of the Operating Agreement of the Company or any other agreement, document or bligation to which the Company is bound. IN WITNESS WHEREOF, I have duly executed this Affidavit as of the 5 day of � ,201 9 0 &J Investment, LC, a Virginia linuked liability By. Name: Ronald Pembelton Title: Manager COMMONWEALTH OF VIRGINIA IG -tty-/County of i Q4 , to -wit: Z Sworn to and subscribed before me this -K day of r0a4 , 2019, the undersignc.i Notary Public for and in the jurisdiction aforesaid, by Ronald Penn elton, the Manager of R&J Investment, LC, a Vir mia limited liability Company. Nou6 Public rrv�� My c fission expires; �13(1 �4eZ r ,.ore so _ Registration No.: -9?I7G Z ■■'■�*'FALL ;4•'��, Acquirer: Charlottesville Proffit,_LLC ...16 Name of Project: Wawa 0"0 Number: WP0201800056 TMP: 032A0-02-00-00100, 032AO-02-00-001 Al. V Permit #: Pending Prio IIUC Code: 02080204 Bank Sponsor HUC: 02080' 01 Phosphorus offsets: 1.63 0 a n offsets: 5.4 EXHIBIT B BTLL OF SALF I ., 11 20 , y & n ent, LC (" ' d Charlottesville Pr ' i ("Purchaser"}. Seller and Purchaser have entered into that certain Agreement for Purchase and Sale o Nutrient Offset Credits dated April 23, 2019, (the "Purchase Agreement'), the terms of which re incorporated herein by reference and made a part hereof, with respect to the sale by Seiler nd the purchase by Purchaser of nutrient offset credits geWWW" Nutrient Bank located in Buckingham County, Virginia. MIn consideration of the payment of the Purchase Price $ 15,485.00 and (as defined in the t�h�ich hase Agreement) and other good and valuable consideration, the receipt and sufficiency of are mutually acknowledged, Seller hereby sells, transfers, assigns, conveys, delivers, and ts over to Purchaser, its success rs or wgnti c fc� g entoffset cr is (as de Purchase Agreement): Phosphorus: 1.63 lbs. anti Nitrogen: 5.46 tbs. Project: Wawa WPO Number: WP020180005[i TMP:032AO-02-00-00100 - ? Project RUC: 02080204 VSMP Permit #: Pendinp, Bank Sponsor HUC: 02080203 an M WITNESS the followin authorized signature: & l Investment, LC, � zl, - -,., a Virginia limited liability company 13 DI ame: vnald Pembelton e: -10-