The URL can be used to link to this page

Home My WebLink AboutWPO201100017 Agreement - Nutrient Credits 2019-04-23AGMEMENT FOR PURCHASE AND SALE 40 OF NLJTRILNT OFFSET CREDITS 0 WTHIS AGREEMENT FOR PURCHASE AND SALE OF NUTRIENT OFFSET CREDITS (this "Agreement") is dated this 23`d day of April, 2019, by and between R "r-ft Onvestment, LC, a Virginia limited liability company ("Seller") and Charlottesville Proffit, LLC, "Purchaser" p* Seller has established the Bunts Creek Nutrient Bank, (the "Bank") o19 arilroximately 0 acres located in Buckingham Coun 'rginia in accordance with Opplicable sta . and regulations of the Virginia Dej: of Environmental ("DEQ') and the Virginia Department of Conservation and Recreation ("DCR" ). 4# 130e Bank has obtained all necessary permits and taken all necessary actions to create nutrient reductions such that the Bank has nutrient offsets transferable to those entities requiring offsets in accordance with the Chesapeake Bay Watershed Nutrient Credit Exchan�,- Program, DCR's Stormwater Offset Program, and the Virginia Soil and Water Conservab Board's Guidance Document rmwate npoint Nutrient Offsets approved on July 23,� 009, to those regulated entities 'Eying fo trient offsets. Purchaser desires to purchase from Seller and Seller desires to sell to Purchaser AD nutrient offsets measured in pounds of nitrogen or phosphorus (one pound of nitrogen or ahosphorus equals one nitrogen or phosphorus nutrie c 't as the cast ma be 000pursuant to the terms and conditions set forth here' . • A E-M ENT 0%"nconRsiiderat�ionof �thepiu�rchhase price paid by Purchaser to �Sclle�t,and other good a le consideration, the receipt and sufficient of which arc hereby acknowledged, theparties spree as 1 1� rg�eement to SeII and Purchase. Seller shall sell to Purchaser or its assigns, and Purchaser or its assignees shall purchase from Seller 2.30 phosphorus nutrient offset credits (the "Credits"). SeIler acknowledges and agrees that, notwithstanding the payment of the Purchase Price (as defined below) contemporaneously with the execution and delivery of this Agreement, Purchaser may be purchasing the Credits for use on future projects, and the Credits purchased 0 herein shall be conveyed by Bill of Sale to Purchaser, its successors or assigns in accordance Upon payment gLdie Purchase Price, Purchaser shall have such rights as permitt law to re -convey all 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 DEQ—DCILaad-a��cvm with jurisdiction over the transfer of nutricnt offsets. 4% 20 Pure JMd Aciof' ement. The purchase price for the Credits shall be $9,500.00 per lb, [of nitrogen and/or phosphorus] for each Credit for a total Purchase Price of $21,850.00 for the Credits. The Purchase Price shall be paid in collected funds on the date of execution of this Agreement by both parties. This Agreement shall be executed b both parties and the Purchase Price paid by the Purchaser within 45 days of the date of tlts Agreement, unless Seller agrees in writing to a later date. Upon payment of the Purchase Pricc io , M-1 full, neither Purchaser, nor its successors, nor assigns shall be liable for the payment of any other consideration or fee to Seller in connection with the conveyance or assignment and/or re - conveyance of the Cre ' s. 3. Delive of (I U a of the Puree Price, Seller shall deliver to - P Purchaser, its successors, or assignees the following documents to evidence the conveyance of eke Credits [a] project number fillednd which shall also be delivered to the DEQ and, if appropriate, DCR, by Sel (b) total amount of Credits purchased by Purchaser in one or more transactions to satisfy requirements of one or more permits issued by the DEQ, DCR and/or any other governing in s with Purchaser as follows: The matters set forth in Recitals A and B above; provided, however, Seller makes Wo warranty or representation with respect to the eligibility of the Credits sold hereunder to �at the peruut requirements of any DEQ, DCR or other permittee. t bj Heller has and will maintain sufficient number of credits in the Bank to consummate the transactions contemplated herein. Pui (c) Seller shall follow and comply with all the requirements for maintenance of tl:e s required by the DEQ, DCR and any other agency having jurisdiction over the B (d To the best of Seller's knowledge, there is no pending or threatened action or OFFcdin affecting Seiler before any court, governmental agency or arbitrator that would or dversely affect Seller's ability to comply with its obligations hereund Her shall be solely responsible, at its sole cost and expense, for compliance with Oicutrements of with all federal, state and local statutes, regulations and other requirements applicable to the operation, management and maintenance of the Bank (collectively the Bank Regulatory Requirements"). #(t the exec ,authWand such exi with Seller and is enforceab] W11 of Seller's representations, warranties and covenants herein 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 5. Miscellaneous (a) ❑flees. Any notice, demand or request which is required or permitted 40 hereunder shall be deemed effective when hand delivered, sent by a receipted overnight delivery Wed, W , via c tided '1, return recci t r-• uested to the: following address s: M e5r4P8"J "Invesmen , Le Mc/o Ronald Pembelton 15961 Goodes Bridge Roa P.O. Box 559 Amelia Courthouse, VA 23002 y cMane fh aes inr s b eliv o a c an e o a ress o c o er party in accordance with the requirements set forth above. I" (b)4krok Commission. Seller warrants to Purchaser that Seller shall pay a 5% brokerage fee to RRG, LC, ("Broker"); and also a 6% water quality enhancement fee to the Wirginia Department of Environmental Quality " ") in connection wi .s transaction. (c) Entire A ement Modifi There are no other - eements or understandings, written or oral, between the parties with regard to the subject matter oFthi SAgreement This Agreement shall not be modified or amended except by a written document cxccuted b both parties. d) wovernigg Law. The validity, interpretation and enforcement of thi Agreement shall be governed and construed in accordance with the laws of the Commonwealth WFVirginia, 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 shy' apply. Jurisdiction and venue for any litigation brought pursuant to this Agreement shall Iie 40 exclusively in the state courts of Buckingham County, Virginia or the United States District Court for the Eastern District of Virginia to the express exclusion of any other jurisdiction or venue. Pe applicable federal, state and local laws, rules, regulations and orders in the conduct of their obligations hereund( r� Sand, if any terms herein shall be held invalid, illegal or unenforceable, the remainder of this Agreement shall continue to be effective and binding on the parties. } dditional Assurances. Both of the parties agree to execute and deliver n o cr oczunent �r documents that may be requested from time to a the necessary to perform such party's obligations under this Agreemen 01)11 ature of Credits. The sale and conveyance o tthe Credits pursuant to this grecment shall not constitute the conveyance or transfer of any right, interest or ownership of Weal property or the Bank, nor shall such conveyance impose upon Purchaser any obligation, duty or liability arising from or incident to ownership of an interest in real propert (i) ssignability. Purchaser may assign its rights and obligations hereunder PoalrWyyypner, ono any per, on or en . Seller shall not assign its obligations hereunder except in connection with a sale or transfer of the real estate on which the dank is located, without prior written consent of Purchaser, which may not be unreasonably withheld by Purchaser. 0) Counter_parts. This Agreement may be executed in couMaWf , which shall constitute an on ginal, and all of which shall together constitute one and the same JDAgreement. WITNESS the followinp, authorized a Virginia limited liability company I3y ItswManaging Member PURCHASER: h ttesville Proffit, LLC EXHIBIT a AFFIDAVIT OF NUTRIENT CREDITS 1, Ronald PembeIton, certify that I am now, and at all times mentioned herein have been, c anager of R&J Investment, LC, a Virginia limited liability company {the "Company"}, hick is the owner of the Hunts Creek Nutrient Bank located in Buckinaham County. Vir ai A as such I hereby certify the followin 1) Pursuant to that certain Acquisition and Sale Agreement dated April 23, 2019, ("The Agreement"), between Company (as Seller) and Charlottesville Proffit, LLC, ("Acquirer"), the Company, for the benefit of the Acquirer, agrees to sell 2.30 pounds of phosphorus offsets and retire 7.70 pounds of nitrogen (representing the ratio of nitrogen offsets to the hos horns offsets at the offset eneratin facilit offsets to Acquirer• W2) &,he 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 7.70 pounds of nitrogen (representing the ratio of nitrogen offsets to tiic vhosphonLs offsets at the uff'set zencratina fact 't } offsets The execution and delivery of this Affidavit has been duly authorized and is not in W lation of the Operating Agreement of the Company or any other agreement, document or igation to which the Company is bound. M 0 IN WITNESS WHEREOF, I have duly executed this Affidavit as of the 4)w6— 201 Bra Inv LC, a Virginia limited liability company By: Name. onald Penibellon Title: Manager COMMONWEALTH OF VLRGE I 190 Zky�County of h1all N.- . to -wit: 0 Sworn to and subscribed before me this S dayof 2019 the undersi e gi' Notary Public for and in the jurisdiction aforesaid, by Ronald Pembelto the Manager of R& Irvestmcnt, LC, a Virginia limited liability company. ,,,.,014'A Noy Public 0 �ywii1iib_* commission expires: �1Or i �d�Q R Acquirer: Name of I OWPO Number: WP - 1- 00171 WPO-2009-00049 Amendment 1 TMP: 032AO-02-00-001 AO 0Permit #: Pending P t HUC Code: 02080204 Bank Sponsor HUC: 02080203ANk Whosphorus offsets: 2. 20 ::• PUBLIC REG R Z91762 n ; my cow.11551C1` 4y EXPIRES 2 EX14IBIT B BILL OF SALE M isma a as a e 1day of 2 y 1t2�^11IMPFF, ent, LC alunitc�i 1' "} ttesville ProffItaser"). , Seller and Purchaser have entered into that certain Agreement for Purchase and Sale o's WrNutrient Offset Credits dated April 23, 2019, (the "Purchase Agreement"), the terms of which e incorporated herein by reference and made a part hereof, with respect to the sale by Seller xd the purchase by Purchaser of nutrient offset credits genera • b Seller's Hunts C k Nutrient Bank located in Buckingham County, Virginia. aIn consideration of the payment of the Purchase Price $21,850.0 and (as defined in the Purchase Agreement) and other good and valuable consideration, the receipt and sufficiency of wthich are mutually acknowledged, Seller hereby sells, transfers, assigns, conveys, delivers, and &Vets over to Purchaser, its suce or assigns the foll g nutrient o c 'ts (as the Purchase Agreement): 76 6 Phosphorus: 2.30 lbs. and Nitrogen: 7.70 lbs. Project: Martha ieflE'ersan Health Services Outpatient Care Center ). Proffit Road WPO Number: WP - 1-000 71 WPO-2009-0 9 Amendment 1 M TMP: 032AO-02-00-DOA UO Pro}ect HUC: 020802(i4 VSMP Permit #: Pending Bank Sponsor HUC: 02080203 W NESS the fulluw�i uthorized si e: 3i.1 Investment, LC, a Virginia limited liability con any Bye Name: onald Pembelton e: ager -1 i]-