HomeMy WebLinkAboutWPO202000048 Agreement - Nutrient Credits 2021-09-10AFFIDAVIT OF NUTRIENT OFFSET SALE
Ecosystem Services, L.L.C. , [broker] (the "Company") on behalf of Ivy Creek
Nutrient Bank, L.L.C. [Bank Sponsor], hereby certifies the following:
1. Pursuant to that certain Acquisition and Sale Agreement dated September 10`s. 2021 (the
"Agreement"), between the Ivy Creek Nutrient Bank (as Seller) and 1205 Stoney Ridge. L.L.C.
("Acquirer"), the Company, for the benefit of the Acquirer, agreed to sell 0.92 pounds of phosphorus offsets
and retire 1.42 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 the Agreement and the Company has sold to Acquirer phosphorus offsets and retired 290.11 pounds of
sediment (representing the ratio of sediment offsets to the phosphorus offsets at the offset generating
facility) offsets.
WITNESS the following signature:
IVY CREEK NUTRIENT BANK, L.L.C.,
a Virginia limited liability company
By: ECOSYSTEM SERVICES, L.L.C.,
a Virginia limited liability company,
authorized agent
By. '
Name: Jo 1 an R. Roller
Title: Mang -A thorized Representative
Date: L 1 Ld %E2 (
Sworn to and subscribed before me this /0 1" day of i 2021, by
Jonathan R. Roller, Manager, on behalf of Ecosystem Services, LLC.
My commission expires: 105; �2e7z5
Notary Public
Acquirer: 1205 Stoney Ridge, L.L.C.
Nutrient Offset Bank: Ivy Creek Nutrient Bank
Bank Sponsor HUC: 02080204
Name of Project: Mill Creek Industrial Lot 11
W PO: 2020-00048
TMP: 076M1-00-00-01100
Project HUC: 02080204
Phosphorus Offsets: 0.92 pounds
Nitrogen Offsets: 1.42 pounds
Sediment Offsets: 290.11 pounds
NUTRIENT OFFSET PURCHASE AGREEMENT
NUTRIGN'I' OFFSG'I' NURCIiASG AGRI?(iMfsN"P ("llgreement"THIS) is made and entered into
this 100, day of S,�c rtem er 2021, (the "Effective Date") by and between IVY CREEK NUTRIENT
BANK, L.L.C., a Virginia limited liability
Charlottesville. VA 22901 ("Seller"), and
company, having an address of 1705 Limbs Road,
1205 STONEY RIDGE, L.L.C. a Virginia limited liability
company, having 1n address of 107 Sandra Avenue, Greenvill
RECI"'I"ALS.9
e, SC 29611 ('Buyer").
WHEREAS, Seller is the Sponsor of the Ivy Creek Nutrient Bank, located in Albemarle County,
VA, with the Rivanna River Watershed (HUC's 02080204) and permitted by the Virginia Department
of Environmental Quality ("DEQ") pursuant to a Nonpoint Nutrient Offset Generation Certificate
(Cert. No. James-044) agreement
amended on June 17, 2019; and
duly executed by the Seller and the DEQ on January 14, 2019, and
WHEREAS, Buyer seeks to fulfill the requirements of the Virginia Stormwater Management
Program permit associated with the Mill Creek Industrial Lit 11 (WP02020-00048) (the "Proiect")
from the DEQ under the Virginia Stormwater Management Program (VA Code § 62.1-44.15:35) so as
to allow the use of offsite nonpoint nutrient offset credits to compensate for additional impervious
associated with the project at TMP(s): 076MI-00-00-01100 within the Rivanna River watershed
(HUC: 02080204); and
WHEREAS, as a condition to the issuance of such Permit for the Project by the DEQ, the Buyer
is required to compensate for additional impervious area generated, and elects to do so through the
purchase of nonpoint nutrient offset credits from Seller under the provisions of this Agreement; and
WHEREAS, the DEQ has determined that Buyer shall be required to purchase 0.92 nonpoint
nutrient offset credits (as defined below) resulting from the Project.
NOW, THEREFORE, for and in consideration of the mutual covenants herein contained and
other good and valuable consideration, the receipt and sufficiency of which are hereby mutually
acknowledged, it is agreed as follows:
1) RECITALS: The recitals are hereby incorporated herein by this referenced and made a part of
this Agreement.
2) DEFINITIONS: The following terms shall have the following meanings in the Agreement:
a) CREDITS: "Credits" shall mean credits sold from the Ivy Creek Nutrient Bank as
determined by the DEQ and provided for by the nonpoint nutrient offset generation
certificate.
b) NUTRIENT BANK: "Nutrient Bank" shall mean the bank sponsored by Seller with
nonpoint nutrient offset Credits for sale to the open market in connection with those
entities requiring offsets in accordance with the Chesapeake Bay Watershed Nutrient
Credit Exchange Program (VA Code § 62.1-44.19:14 et seq). 'Chese offsets are also
transferable in accordance with the Virginia stormwater management program (VA Code
§ 62.1-44.15,135) and the Virginia Soil and Water Conservation Board's Guidance
Document on Stormwater Nonpoint Nutrient Offsets approved on July 23, 2009, to those
regulated entities qualifying for nutrient offsets.
3) CREDITS _PURCHASED: Subject to the terms and conditions of this Agreement, Buyer shall
purchase from, Sellers and Seller- shall sell to Buyer 0.92 Credits.
4) COMPENSATION: In exchange for the Credits being purchased hereunder, Buyer shall,
subject to terms and conditions this Agreement, pay to the Seller the sum of Thirteen
Thousand Eight Hundred and 00/100 Dollars ($13,800.00) (the "Purchase Price").
a) PAYMENT OF PURCHASE PRICE: On or before ten (10) days from the Effective Date of
this Agreement, Buyer shall pay to Seller the Purchase Price as stated herein ("Closing").
b) METHOD OF PAYMEt
either a wire transfer,
UR
PRICE:
Buyer shall pay the Purchase Price by
Automated Clearing House (ACH) transfer, or couriered cashier's
check. Buyer shall pay fees associated with payment associated with their financial
that is not sent via
institution. Seller shall not accept
payment in any form of check
courier. In no instance shall Credits be transferred by Seller prior to Seller having
received full payment of the Purchase Price. Instructions for wire transfers will be
provided upon request. Upon its deposit of payment of the full Purchase Price, Seller shall
promptly, within not more five (S) business days after closing, notify the DEQ that Buyer
has acquired the Credits from the Nutrient Bank, with such notification to take the form
of an update to the Bank's nutrient credit ledger and an Affidavit of Nutrient Offset Sale,
a copy of the Affidavit which shall contemporaneously be sent to Buyer.
c) TERMINATION: At Seller's discretion, this Agreement shall automatically terminate if
Buyer does not pay the full Purchase Price to Seller by September 20th, 2021 or before ten
(10) days from the Effective Date of this Agreement In any event, this Agreement must
be fully executed on or before ten (10) days from the Effective Date of this Agreement, or
at the discretion of the Seller, any and all rights and obligations of the Seller under this
Agreement shall be terminated.
5) SELLER'S COVENANTS AND REPRESENTATIONS: Seller represents that it is fully licensed and is
authorized by DEQ to sell Credits from the Nutrient Bank in accordance with the Nonpoint
Nutrient Offset Generation Certificate. Seller shall be responsible for the development and
maintenance of the Credits and the Nutrient Bank in accordance with the requirements of the
Nonpoint Nutrient Offset Generation Certificate and all other applicable laws and regulations.
Seller has sufficient available Credits to satisfy Buyer's permit obligation of 0.92 nonpoint
nutrient offset credits. Seller has good and sufficient title to the Credits it will sell to Buyer. Buyer
shall have no rights or obligations to perform any of the responsibilities of the Seller now or
hereafter set forth by the DEQ regarding the development and maintenance of the Credits or the
Nutrient Biank nor shall Buyer have any rights or oblig�itioils to enforce a
of the Seller under the Nonpoint Nutrient Offset Generation Certificate.
6) NOTICES: Any notices l"eCILllred or permitted hereunder sha
ovel-ilif;lit coLirier, by United States mail, return receipt
to the parties hereto as follows:
If to Seller:
If to Buyer:
IVY CREEK NUTRIENT BANK, L.L.C.
ny of the responsibilities
11 he sufficiently given if delivered by
requested, by facsimile or electronic mail
c/o Ecosystem Services, L.L.C. (authorized agent)
Jonathan R. Roller, Manager of Ecosystem Services, L.L.C.
739-A Allied Street
Charlottesville, VA 22903
P: (540) 578-4296
ionPecowstemservices.0
1205 STONEY RIDGE, L.L.C.
c/o Ms. Rebecca Feldman, Chief Administrative Officer
107 Sandra Avenue,
Greenville, SC 29611
rehecca(@LjravfoxstraLaic.coi»
Any notice given to pursuant hereto by overnight courier shall be effective as of delivery; any notice
given pursuant hereto by First Class United States mail, return receipt requested, shall be effective as
of the t
eiecrronic ma
7) PRIOR A
hird business day following its posting, and any notice given pursuant hereto by facsimile or
receipt of a confirmati
il shall be effective as of
REEMENT
agreements between the parties hereto, whether written or oral, with respect to the subject
matter hereof and may be amended only by a written document stating the specifics of such
on by the sending party,
This Agreement shall supersede any and all prior understandings and
amendment, executed by both Seller and Buyer.
8) APPLICABLE LAW: Seller and Buyer shall be contractually bound to this Agreement, which shall
be governed by the laws of the Commonwealth of Virginia and subject to the requirements of any
applicable federal or local laws or regulations. Changes in federal, state, or local laws, which
might have otherwise impacted this Agreement, shall not be enforced retroactively after
execution of this Agreement. Each party shall be held harmless for damages sustained by the
other party as a result of changes in federal, state, or local laws pertaining to this transaction or
the interpretation or enforcement of said changes.
9) ATTORNEYS' FEES: In the event that any action, suit, or other proceeding at law or in equity is
brought to enforce the covenants and agreements contained in this Agreement or to obtain
monetary damages for breach thereof, and such actions results in. an award judgment for
nionetary damages, or the granting; of any equitable relief in favor of any party hereto, all
expenses, ilICILIClilIg reasonable attorneys' fees, of the successful party in such action, suit, or
other proceeding shall, upon demand of such party, he paid by the other party.
10) SUCCESSORS AND A SSIGNS: This Agreement shall inure to the benefit of and be binding upon
the successors and assigns of Seller and Buyer, as the case may he, and their respective successors
and assigns. Neither party hereto shall assign any interest hereunder without the prior written
approval of the other, which approval shall not be unreasonably withheld.
IN WITNESS THEREOF, the parties hereto have caused this Agreement to be executed on the day
and year first above written.
SELLER9
:
IVY CREEK NUTRIENT BANK, L.L.C.,
aNirginia limited liability company
By: ECOSYSTEM SERVICES, L.L.C.,
a Virginia limited liability company,
authorized agent
By:
Name: Jonathan R. Roller
Title: Manager -Authorized Re
Date: September 10, 2021
BUYER:
1205 STONEY RIDGE, L.L.C.,
a Virginia limited liability company
B y: c
Name
Title:
Date:
GC.
W;
eldrnan
hief Administrativ
rese
icer
1V
IVY CREEK NUTRIENT BANK, L.L.C. —
IVY CREEK NUTRIENT BANK
BILL OF SALE
BILL OF SALE, made as of September 10rh, 2021, by Ivy Creek Nutrient Bank, L.L.C., a Virginia
limited liability company (`Seller"), to 1205 Stoney Ridge, L.L.C., a Virginia limited liability company
(`Buyer").
WHEREAS, Seller and Buyer have entered into that certain Nutrient Offset Purchase Agreement
as of September 10rh, 2021 (the "Agreement'), with respect to the sale by the Seller and purchase by the
Buyer of offsite nonpoint nutrient offset credits generated within the Rivanna River watershed (HUC:
02080204) in Albemarle County, Virginia.
NOW, THEREFORE, for and in consideration of the payment of the Purchase Price (as defined in
the Agreement) and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Seller hereby sells, transfers, assigns, conveys, delivers and sets over to Buyer, its
successors and assigns 0.92 pounds of phosphorus offset credits (and retire 1.42 pounds of nitrogen offset
credits and 290.11 pounds of sediment offsets) generated within the Rivanna River watershed (HUC:
02080204) in Albemarle County, Virginia as such are described in the Agreement.
TO HAVE AND TO HOLD all such nutrient credits hereby sold and transferred to Buyer and its
successors and assigns forever.
IN WITNESS WHEREOF, Seller has caused this Bill of Sale to be executed by its duly authorized
representative as of the date first above written.
IVY CREEK NUTRIENT BANK, L.L.C.,
a Virginia limited liability company
By: ECOSYSTEM SERVICES, L.L.C.,
a Virginia limited liability company,
authorized agent
* ( ow
By:
Name: Jonathan R. Roller
Title: Manager -Authorized Representative
Date: September 10, 2021
Acquirer: 1205 Stoney Ridge, L.L.C.
Nutrient Offset Bank: Ivy Creek Nutrient Bank
Bank Sponsor HUC: 02080204
Name of Project: Mi6 Creek Industrial Lot 11
WPO: 2020-00048
TMP: 076M1-00-00-01100
Project HUC: 02080204
Phosphorus Offsets: 0.92 pounds
Nitrogen Offsets: 1.42 pounds
Sediment Offsets: 290.11 pounds