HomeMy WebLinkAboutWPO201500001 Agreement - Nutrient Credits 2019-12-17 (3)AGREEMENT ,. HA 1 BALL.;
OF NUTRIENT OFFSETCREDITS
THIS AGREEMENT FOR PURCHASE AND SALE OF NUTRIENT OFFSET
CREDITS"Agreement".i dated this 11 " day of Nye b r, 19, b and etw �� R&J
Investinent, LC, a Virginia limited liability company "Seller" and Larry. Hall. "P r er").
REiCITALS
Seller has established ffie Hunts Creek Nutrient Bank. (the µ+ ank") on
approx.1mate 15 1, 0 0 acres located 1n B uc kin m Bonn $, V irgtnia'in accordance with
applicable statutes and regulations of the Virginia Department f Environmental Quality
('"DEQ)and the Virginia.Department of Consenration and Recreation (`` :" '')*
. , The Bank h&s obtained all necessary permits and taken all necessary actions to
create nutrient reductions such that the Bank, has nutrient offsets transferable to those entitle
re q-uiring offsets 'n acc rdanc rith the C he sapeake B ay Watershed Nntri ent C relit Ff are
P r gram, DCR's Stoirmwater Offset Program, and the Virginia i t d Water Conservation
Board * s Guidance Document and Stonnwater Nonpoint'Nutrient Offsets approved on. July 23,
20 09, Lo thaw regulated entitie q uatify inn for nutrient offsets.
C. Purchaser desires to purchase from Seller and Seller desiries to sell to Purchaser
nutrient offsets measured in pounds of nilMgeD or phosphorus one pound of nitrogen or
phosphonts equals one nitrogen or ph s horus nutrient offset credit, as the case may ,,
pursuant to the tenns and conditions set forth here i rl
AGREEMENT
In consideration of the purchase n'ec paid by Purchaser to Seller., and other good aaicl
val uable considerat ton. the recei pt and s u fi c i c nt o f whi c hary he r� ii o�� l ed g, the a rtz s
r as. follows:
I . Agyeement to Sell and Purchase. Setler shall sell to Purchaser or its assigns. and
Purchaser or its assignees shall purebase from Seller 0.81 phosphorus nutrient offiset credits (the
"Credits"), Seller acknowledges and agrees that, notwithstanding tannin the pays t of the : urchas
Price defined Below) contemporaneously with the execution and delivery of this Agreement.,
PUrchaser may be purchasing the Credits for use on future proj ts, and the Credits phased
lie rein shall be conveyed by B III of Sale to Purchaser, 'its successors or assigns in accordance
with Section 3 here4, when and as Purchaser directs from time to time in writing to Seller.
Upon pad nit of the Purchase 11 ri c e , P u rb a s e r sha I l have u ch rights as permitted by
later to re -convey all r a portion its interest i the Credits t 'its successors fir, interest r
assignees for use on future projmts, and Seller consents to such re -conveyances and agrees to
cooperate with and assist Purchaser in the documentation of such re-convevifmces. including
deliver o notices u f such re-conve- anew t the D Q# C and any other ov i rig u .
with Jurisdiction ver the transfer of nutfient offsets.
11urchase Price and Execution of Avareement. 'rhe purchaseprice for the Credits
h 1l 1 .00. 00 pe r I b. [ o fni tro g en an d or ph osphorus I #o r each C relit foT a to to l E-1 urc h as
of 4100. 00 for the Cn its. The Purchase Price shall be pal d 1 n coII c cte d Fund s on the date
of execution of this ; eeme nt bar both parties. This Agreement shall he executed by both parties
and the flurchase Price 'Iv the Purchaser within days of the date thisAgreement,
unless Seller agrees in writing to a later date, Upon Payment of the 111ureha a Price in full., neither
Purchaser, nor its r. nor assigns shall e liable for the paymcnt ofany other
considcration or fee to Seller in C 1111ection with the conveyance or assignment and/or re-
onvevanfthe Credits,
. Dplivery of Credits, Ulpon pa,° ment of the Purchase Price, Seller shall deliver to
Purchaser, its successonsi. or assignees the following documents to evidencie the conveyajice of
1 he Credits:
its:
(a) affidavit I*n substantiallythe same f o nn as Exhibit attached hereto, with the
Pr j ect n umber f i 11 e i ., are d vdiich s h l 1 al so be de 1 i v erect to the DEQ an d, if appro pri ate, DC R,
by Seller.
berm.
(b) A Bill of Sale for the Credits in substantially the same fon-n as :E hibit B attached
Seller acknok0edges and agrees that Purchaser may request the conveN,-ance of up to the
total amount f Credits purchased by Purchaser in one or more t ransa ti ons to satisfy the
requirements obi one o r more permits issued by the 1 EQ* DC R and/or any otherover nin
age all in accordance with the provisions of this roe re nt.
4. Re re n tati on ., Warranties and Covenants. Seller hereby i ts, mpr sents to
and cove ants w ith Purchaser as foIIows:
(a) The matters set forth in Reciials A and.and.B above; provided!, however, Seller makes
no warranty or representation with respect to the el igibility of the Credits Wid hereunder to
satisfy the PcnnIt requirements of any DEQ, DCR or ether pennittee.
b Seller has and will maintain sufficient number f credits ire the Bank to
consummate the transactions contemplated herein.
Se l ter shall follow and comply. with all the requirements for maintenance of the
13 ank as required by the D .; Q. DC R and any other age ncy having sd i c Lion over the Bank
(d) To the best of Seller's knowledge, there is no pending or threatened action or
proceeding affecting Belled before anv court. govermental agency or arbitrator that would
adversely affect Seller's ability to comply. with itsobligations hereunder.
( Seller shall be solely responsible, at its sole cast and expense, for compliance it
the requirements of with all federal, state and local statutes, r u t i n. and other re q u irem e ac s
applicable to the operation, management and maintenance of the Baitk (collectively the. Bank
W
u try.Requirements"").
(f) That the execution and delivery of this regiment tin behalf of Seller has been
duly authorized and such execution and deliver} shall constitute .the valid and binding agreement
with Seller and 'is enforceable in accordance with its terms.
I o f Seller's representations., warranti es and covest herein s ball survive (he sale of Credits
under this Agreement and the delivery of the Bill of Sale pursuant to this Agreement.
5. Miscellaneous
(a) Notices. Anv notice. demand or request hit h is required or permitted
hereunder shall be deemed effective ivhen hand delivered. sent by a receipled overnight deliverY
service, or mailed, via certified mail... return receipt requested to the follow n � l re :
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Seller: R&-,Investment.. LC
i
cif Ronald ltn
15961 Goodes Bridge Road
P.O. Box 559
Amelia Court House. VA23002,
Purchaser: Larry l--lall
1949 l orth id Drive
'arltvill,Y9 l l
1"he Parties may change the adc1ress for notices by defivery of a change of address to the other
part' in accordance with the requirements set forth above.
(b) Brokerage Commission. Seller warrants to Purchaser that Seller shall pair
a % brokerage fee to R.G. LC. (-"Broker"); and also a % water quafiq,, enhwicement fee to the
Virginia Department of tr nmental Qualit%.' "EQ" in connection with this transaction.
(c) Entire AgLeement: Modification. There are no other agreements or
understandings, written or oral* between the parties with regard to the subject matter of this
Agreement. This Agreement all not he modified or amended e pt by a written document
executed by both parties.
d) ovenin Law, The va i i t v � int r tation and enf` r rent this
,A,greement dull be Lovem d and construed in accordance with the laws of the C ommunweaIth
of 'Virginia. except to the extent that any a p I ic-f-ible federal L aw r regulation shall supersede
Virginia law in r la i-n to the ratter set forth in the Agreernent. in w4lvh case Federal Law shall
apple . Jun di Lion and � for any litl at ion brought pursuant to this Agreement steal Z lie
exclust'vely in the state courts of Buckingham County, Virginia or the United States District
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Court for the Eastern District of Virginia to the express exclusion of any otherjun"sdiction or
venue.
(e)
iahle La
Both pies shall comptv Wig all
applicable federal, state and local laws, rules., regulations and orders in the conduct of their
obligations hereunder.
(f) Severability, 'rhe provisions of this Agreement shall be deemed severable
and. if any terms herein s hal I he h e I d I n vafi d, itlegal or unenforceable* the remainder of this
Agreement shall confinue to he effective and Hinding on the parties.
(g) Additional Assurances. Both of the parties awe to execute and deliver
any -other document or documents that m av requested from t i e to time m by the other party
necessary to perform such party'party's obligations tinder this Agreement.
(h) Mature of Credits. The sale and conveyance of the Credits pursuant to this
Agreeinem shall not constitute the convevance or transfer of am fight interest or ownership o
real p ro pertN- or the B an k, nor shall s u h conveyan ce f m p o se upon P urc ha se r ,tny obligation, dote
r 11abi t riasing from or incident - o r hip f an intere st i
fin real property
0i AssigLigbill Pur has r may assign its ri his and hli atio n hereunder
t anv person car er�tit �. Seller shall not assign its l i ar i on h r nd r e p t in � nn �:t i n
}
with a sale or transfer € f the real estate on which the ark is located, without pr' or T' tt n
consent of Purchaser, which may not he unrea.%)na l y wiffilield by Purchaser.
0) Counterparts. This Agreement may he executed in counteTpafts, each of
which shall constitute an original, and all f 'w h 1 c h shall together constitute one and the same
Agreement.
WITNESS the following authorized sigimtures:
SELLER: R&J Investment, LC
•a Virginia limited liability companv
its
PURCHASFR: La
f
•
y .
s:
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G
XHI IT A
1411 DAVIT OF NUTRIENT CREDITS
I, Ronald Pembelton, certify that I a j now. and at all tip s mentioned herein have been.
the Manager r R&J Inve tm nt; LC, a Virginia limited liability company (the-Company' .)*
which i the o . r of the Hunts i reek t nt t o ate i n B u lei n a ou ntV it
and as such I hereby: certify the following.
Pursuant to that certain Acquisition and Sale Agmm rat dated Nve ni b e r 1, 20 I,
*�T'hAgr t"), bet F n Company a Seller) and Care# *- Acquirer"")., the
Company. for the benefit of the Acquirer, agrees to sell 0. and of phosphorus
offsets and retire pounds of nitrogen (representing the ratio of nitrogen offsets
to the phosphorus affsets at the offset generating facility) offsets to Acquirer:
? ]"he one p anv and the Acquirer. as of the date hereof. have l e
the transaction contemplated by the Agreement and the Company has sold to
Acquirer phosphorus offsets and retired 2.71 pounds of nitrogen (representing the
ratio of . i ro ff tto the phosphorus ff t at the offset generatingfacility)
offsets -
The execution and delivery of this Affidavit has been duly authorized and is not in
violation of the Operating Agteem nt of the C om pane or any other agreemcnt, document or
obligation to I i h the Company is bound.
V
IN WITNESS WHEREOF. I have duly executed this Affidavit as ofthy day of
U&tb& ......... . 19.
&J Investment, LC,
Virginia limited liability
v
w
Name
T'Ifle:
COMMONWEALTH OF VIRGINIA,
of 14L to -wit:
AhahL.__ -
company
Pembelton
om to and subscribed before this d o I' 1 * the i
Noll; Public for and in the tion -tfore aid, by Ronald mbelt n, the Mana&fer of RAJ
Investment., LC. a Virginia limited liability comp �F.
N oM-y Pub] is
My conimission expires: 0 9 154 la2ooZi)
Reg +strain N o.: 11 Ito
Acquirer: L qn� liall
Name of Project: Northside Material RecovcLv Facility
WPO Number: W-1 -00 l :event 1
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.. . ..............
wic .
�v
.ram � •�$�:� .41
w? *# �'' •# �r •ter �,.' �
OF of
Tax PSI N o-: 03 2 00 - -00- 0 700 0 t. 0 � -00-00"I00 _0720 P� �100_0 - -
11
030---0
SMP Penn'lt : Pain
Bank Sponsor H Cf 800-3
P r sect HU Co&}02080204
+
Phos,ph r offsets: 0.81
Nitrogen offsets: 2.71
EXHIBIT
BILL L OF SALE
THIS 1 1 I-J., OF BALD is made as of the day f4 r11bt�� 1 , J
Investment, C, Virginia limited liability company("Seller")� and 1.. I..1 1. (%:� r hasW").
Seller and Purchaser have entered into that certain Agreement for Purchase and Sale of
Nugent Offset Credits dated November 1 .2012, the `'Purchase Agreement"). the terms o
which are incorporated herein reference and made a part hereof, ith respect to the sale by
Se l l er and the p urchase by P r= h ascr o f n utri e n t o ffset creel i is generated by S e l le r# H ants C reeR
trlent Bank I ocated in B uck in gham C tv, Virginia.
In consideration o f4 the payment of the Purchase Price $8,100,W and defined 'in the
Purchase Agreement) and other good and valuable consideration, the receipt and f� i ienvy o
hick are mutually acknowledged, Seller hereby sells, transfers, assigns, conveys, delivers, an
sets over to Purchaser, its u rs or as -signs the fo llo 6ng nutrient offset credits :ineel *111
the Purchase gx ment):
Phosphorus: 0.81 lbs. and
Nitrogen: 2,71.... lbs.
Project: Northside Material 1 c y Facillix
WPO Number: WPO-2015-00001 Amendment L
Tax Map No:
03 2 0 0-00
00-
0 7 000i 00- - 000 7100. -3 -00--
MI' Permit : fiend in .
a
Pr t H C+ 4
Bank Sponsor HUC 203
W11 ESS the following authorized signature:
R&J Investment, LC,
a Virginia limited liability manor
: i)V�
Z::-
Names 1d Pembelton
Title: Manager
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