HomeMy WebLinkAboutWPO201900057 Agreement - Nutrient Credits 2020-05-21AGREEMENT FOR PURCHASE AND SALE
F N UTRIENT OFFSET C f E1 IT
THIS AGREEMENT T FOR PURCHASE AND SALE OF NUTRIENT OFFSET
CREDITS (this "Agreement") is dated this 0'h day of Larch. 2020, by and between R&J
Investment, LC, a Virginia limited li bility company("Seller") and Albemarle Land
Development, L L # "Purchaser" f
'RECITALS
A. Seller has established the Hunts Creep Nutrient Bank, (the `-Baal ") on
approximately 15 1. 0 0 acres Io at e d in Bu c kin ham. County. Virginia in accordance with
applicable statutes and regulations of the Virginia Department of EDVironmental Quality
("DEQ") and the Virginia Department of Conservation and Recreation ."1 1 "' .
B . The Bank has obtained all necessary permits and taken all necessary.- actions to
create nutrient reductions su h that the Bank has nutrient offsets sets transferable to those ntiti e s
requiring offsets in accordance with the Chesapeake Bay Watershed utri nt Credit Exchange
FroL)ra , DCR's Stormwater Offset Program. and the Virginia Soil and Water Conservation
B oard's Guidance D ocurn nt and S tone at r Nonpoi nt Nutrient Offsets approved on July 2 3 ,
2009, to those regulated entities qualifying for nutrient offsets.
C. Purchaser desires to purchase from Seller and Seller desires to sell to Purchaser
nutrient offsets measured in pounds of nitrogen or phosphorus (one pound of nitrogen Or
phosphorus eqLmls one nitrogen or phosphorus nutrient offset credit, as the case may be),
pursuant to the terns and conditions set forth herein.
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AGREEMENT
Ire consideration of the purchase Price paid by Purchaser to Seller, .rid other good and
valuable onside ration, the receipt and sufficient of which are hereby acknowledged, the parties
agree as follows:
l . Aucement to Sell and Purchase. Seller shall sell to Purchaser or its assigns, and
Purchaser or its assignees shall purchase from Seller 2.45 phosphorLLS nutrient offset credits(the
-6' -edits" . Seiler acknowledges and agrees that, noM ithst nding the payment of the Purchase
Price as defined below) with the execution and delivery of this Agreement,
Purchaser may be purchasing the Credits for use on future projects, and the r diis Purchased
herein shall he conveyed by Bill of Sale to Purchaser, its successors or assigns in accordance
with Section 3 herein, when and as Purchaser directs from time to time in xkTiting to Seiler.
Upon payment of the Purchase Price, Purchaser shall have such rights as peniiitted her
lair to re -convey all or a portion 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 1n the documentation of such re -conveyances, including
delivery of notices of such re -conveyances to the DEQ, DCR and any other goveming cyenc
with j ur i sd ictio n o ver the trap s fer o f nutri e nt o ffs ets.
.. Purchase Price and Execution of Agreement. The purchase price for the Credits
shall be 10.000.00 per lb. [of nitrogen and/or phosphorus] for each Credit for a total Purchase
Price f $24.,500.00 for the Credits. The Purchase Price shall be paid in collected funds Ors t h
date of execution of this Agreement her 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 this
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Agreement. unless Seller agrees ire writlnc to a later date. Upon payment of the Purchase Price in
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ful 1, neither Purchaser, nor its successors., nor assigns shal l be I'labte for the pay m nt of any other
consideration or fee to Seller in connection with the conveyance or assignment wid/or r -
onve-vane of the Credits.
F
. Delivery f Credits. Upon payment of the Purchase Price, Seller steal l deliver to
Purchaser, its successors, or assignees the following documents to evidence the nvevarr e of
the Credits:
(a) An affidavit in substantially the same forrn cas Exhibit A attached hereto, with the
Project amber filled in, and which shall also be delivered to the DEQ and., if appropriate, DC ,
by Seller.
hereto.
(b) A Bill of Sale for the Credits in substantially the same form as Eh.1bit B attached
Seller acknowledges and agrees that Purchaser may request the conveyance of up to the
total amount of Credits purchased by Purchaser in one or more transactions to satisfy the
requirements of one or m o r permits issued by the DE , DCR and/or any other min
agency all in a ordaD with the provisions of this Agreement.
4. Representations, Warranties and Covenants. Seller hereby warrants, represents to
and covenants with Purchaser as follows:
(a) The natters set forth in Recitals A and B aboveprovided, however, Seller makes
no warranty or representation with respect to the eligibility of the Credits sold hereunder to
satisfy the permit requirements of any D E , DCR or other ponnitte e.
(h) Seller has and will maintain sufficient number of credits in the Bank to
consummate the transactions contemplated herein.
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(c) Seller shall follow and comply with all the requirements for 1 aint nan e ofthe
Bank as required by the DE , D 1 and any other agency havi n ju r' sdiction o v r th � auah.
(d) To the best of Seller's knowledge, there is no pending or threatened action or
proceeding affecting Seller before am-.- court, ovemm e n to l a e n �� or arbitrator that would
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adversely aft` t Seller's ability to comply with lt. obligations hereunder.
(e) Seller shall be solely resp n ibte, at Its sole cost and expense} for compliance with
the requirements of with all federal, stag and local statutes, rcgulations and other requirements
applicable to the operation, management and maintenance of ` the Baaik (collectivetv the Bank
Regulatory Requirements"').
(f) `Fhat the execution and. deliverdetivery of this Agreement on behalf of Seller has been
duly authorized and such execution and delivery shall constitute the valid and binding agreement
with Seller and is enforceable in accordance with its terms.
All of Seller's representations, warranties and covenants herein shall survive the sale of Credits
under this Agreement and the delivery ofthe Bill f Sale pursuant to this Agreement.
Miscellaneous
(a) Notices. Any iioti e, demand or request which is required or p rrnitt d
hereunder shall be deemed effective when hand delivered, sent by a receipted ovemi ht delivery
service, r mailed. via certified mail, return recei
pt requested to the following addresses:
al
Seller: R&J Investment, LC
c/o Ronald Pembelton
15961 Goodes Bridge Road
P.O. Box 5-59
Amelia Courthouse, VA 23002
Purchaser: Albemarle Land D v loam nt. LL
1949 Northside Drive
Charlottesville,, 11
The parties m a y changc the address for notices by deliveiT of a change of address to the other
party 1n accordance with the requirements set f rth above.
(b) Brokerage CommI.
ission. Seller warrants to Purchaser that Seller shall pay
a 5 % brokerage fee to RR . L C , (""Broker"); and also a % water quality enhancement fee to the
Virginia Department of Environmental Quality "DB in connection with this transaction.
(c) Entire Agreement; Modification. There are no other agreements or
understandings, written or oral, between the parties with regard to the subject matter of this
Agreement. This reement shall not be modified or amended except by a written document
executed by Both parties.
d v e rn i ng L aw. The va l i d i t, i rrterpretat io n and e n forcernent of th1
Agreement shal l be governed and construed in accordance �� i th the laws of the Commonwealth
of Virginia, except to the extent that anv applicableT Federal La or regulation shall supersede
it .1n i a law in relation to the matter set forth in the Agreement, in which ease Federal Law shall
apply. Jurisdiction and venue for any litigati n brought pursuant to this Agreement hall lie
exclusively 1 n the state courts of B uckingharn County. , V i rginia or the United States District
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Court for the Eastern District of Virginia to the express exclusion of any other j urisdi ti n or
venue.
(e.) Compliance with Applicable Laws. Both Parties shall comply with all
applicable federal, state. and local laws, rules, r ul t'
ions and orders in the conduct of their
Obligations h r uDd r.
(f) e rabilit F. The provisions of this Agreement shall be deemed severable
and, if any ten-ns herein shall be held invalid, illegal or unenforceable, the remainder of this
r em nt shall continue to be effectiveand binding on the parties.
(g) Additional AsSUrances. Both of the parties agree to execute and deliver
any other document or documents that may be requested from time to time by the other party
necessary to Perform such party " s obligations under this Agreement.
(h) of Creel its. The Salle and conveyance of the Credits Pursuant i o th i s
Agreement shall not constitute the conveyance or transfer of ` any right, interest or -ner bip of
real property or the Dank, nor shall such conveyance impose upon Purchaser any obligation, duty
or 11abi1ity arising from or i nc ident to ownership of an interintere st in re al Prop rt F.
i As l nabilfty. Purchaser may assign Its rights and obligations hereunder
to any Person or entity. Seller shall not assign its obl i ations hereunder except i n connection
with a sale or transfer of the real estate on which the Bank is located, i trio ut prior written
consent of Purchaser, which may not be unreasonably withheld by Purchaser.
0) Countr art . This Agreement may be executed in counterparts, each of
which shall constitute an original, and all of which shall together constitute one and the same
� r ernent.
0
WITNESS the following authorized i n tUres
EL LE
PURCHASER:
J Investment, L
a it lnia limited liability company
By t
Its:
ana i rig Member
Albemarle Land Development. LL
:
Its:
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EXHIBIT A
AFFIDAVIT OF NUTRIENT CREDITS
1, Ronald Pemb lton, certify that I am now. and at all tires m enti"on d herein have been,
the Manager of R&J Invt ent. I, ',, a Virginia limited liability company (the ``Company,'),,
which is the owner of the Hunts Creep Nutrient Bank located in Buckingham County, Virginia,
and as such I hereby rti f F the following:
I Pursuant to that certain Acquisition and Sale Agreement dated March 3 , 2020,
("The Agreement"'), between Company(as Seller) and Albemarle land
Development, L L .("Acquirer"), the Company. for the b refit of the Acquirer,
agrees to sell 2.45 pounds of phosphorus offsets and retire 8.20 pounds of nitrogen
(representing the ratio of nitrogen offsets to the phosphorus offsets at the offset
generating facility) offsets to Acquirer;
2) The Company and the Acquirer., as of the date hereof. have closed
the transaction contemplated by theAgreement� and the Company has sold t
Acquirer phosphorus offsets and rtired 8.20 pounds of nitrogen (representing the
ratio of nitrogen offsets to the phosphorus offsets at the offset generating facility
offsets.
The execution and delivery of thi s Affi day it has bcen duly authorized and is not in
-violation of the p rat.in Agreement of the Company or any other agreement., document or
obligation to which the Company is bound.
F�
IN WIT E WHEREOF, I have duly executed this ffi day it as of the day of
020.
J Investment, LC,
Virginia limited B a i l it F W mpa 1\-,
B:
Name
Title:
COMMONWEALTH OF V IIIII,
L."Ounty of CIV to -wit.
'F
Ronald Pembeltoll
Manager
Sworn to and subscribed before me this - - dad. of 2020, the undersigned
Notary Public for and in the Jurisdiction aforesaid, b Ronald Plton, the Manager of R&Jwe
Investment, LC, Virginia limited Zia iiity company.
tare Public
My rn m i.s ion expi
�res:
Registration No.: c2q1-7&A
Acquirer: Atbemarle Land Development, LLC
Name of Project: Prof it Road Townhomes North
VSMP Permit : Pend
Project HUC Code- 02080204
Nutrient Bank HUC Code, 03)
WPO Number: P 1 -000 7
Tax Map Parcel: 3-0-0-00
Phosphorus offsets: 2.45
Nitr en offsets: 8,20
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EXHIBIT B
BILL OF SALE
THIS BILL OF SALE is made as ofthe 4-
Investment,, LC, a Virginia limited liability company
Development, LL , (""Purchaser") -
day f , by I &tip
�` ell r") add Albemarle Land
Seller and Purchaser have entered into that certain Agreement for Purchase and Sale of
Nutrient Offset Credits dated March 3 0 i 2020,the %APurchase Agreement"'), the terra f whicli
are incorporated herein by reference and made a part hereof, with respect to the sale b Seller
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and the purchase b � F Purchaser of nutrient offset credits generated barSeller's Hunt Creek
Nutrient Bark located in Buckingham Count , Virginia.
In con id rat1"on of the payment of the Purcha e Price 2 4.5 0 0.00 and (as de fin ell in the
Purchase Agreement) and other good and valuable consideration, the -receipt and suffii n v of
which are mutually acknowledged., Seller hereby sells, transfers, assigns., conveys'. delivers, and
sets over to Purchaser, its successors or assigns the following nutrient offset credits as defined in
the Purchase Agreement}:
Phosphorus: 2.45 tbs. and
iitr en. 8.20 lbs.
Pro deet: Proffit Road To nhomes North
MP Permit #: Pending,
Pro I eet H 'ode: 4
Nutrient Bank HUC Code:.02080.203
BFPO Number: WP02019-00057
Tax Map Parcel: 0� - -0o- 0
WITNESS the following authorized sig nature :
J Investment, LC,
a Virginia limited liability company
ByF�
Name:
nald P mbelton
Title: Manager