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HomeMy WebLinkAboutWPO201800003 Agreement - Nutrient Credits 2018-03-30Chesapeake Bay Nutrient Land Trust, LLC 6736 S. Laburnum Ave. Richmond, Virginia 23231 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this "Agreement"), dated as of Februaty 12, 2018, is made by and between CHESAPEAKE BAY NUTRIENT LAND TRUST, LLC, a Virginia limited liability company ("Seller"), and Milestone Tower Limited Partnership IV ("Purchaser"). RECITALS: 1. Seller owns certain rights in and to certain real property consisting of approximately 68.63+- acres of land conversion areas located in Appomattox County, Virginia (the "Property"). Pursuant to Va Code § 62.1-44.15:35 the Virginia Department cif Environmental Quality ("DEQ") has authorized the generation and sale of nonpoint source`. nutrient credits ("Credits") generated at the Property to third parties to offset nutrient -related water quality permit needs. 2. Pursuant to DEQ Permit No. Pending ("Permit"), DEQ has approved the use of Credits for the project site described in the Permit (the "Project") upon the condition that Purchaser acquire 0.36 pounds of phosphorus Credits from Seller (the "Credit Obligation") and that Seller retire 0.87 pounds of the Property's associated nitrogen Credits, 3. Purchaser wishes to purchase and Seller wishes to sell on the terms set forth in this Agreement the phosphorus Credits for the purpose of satisfying the Credit Obligation. AGREEMENT: NOW, THEREFORE, in consideration of the sum of TEN DOLLARS ($10.00), cash in hand paid by Purchaser to Seller and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser hereby agree as follows: 1. Agreement to Sell and to Purchase. Seller shall sell to Purchaser, and Purchaser shall buy from Seller, the phosphorus Credits for the purpose of satisfying the Credit Obligation, 2. Purchase Price. In consideration of Seller entering into this Agreement, Purchaser shall pay to Seller the sum of Four Thousand Six Hundred Eighty and No/100 Dollars $4 680.00 as follows: (a) N/A and No/100 Dollars ($N/A) upon the full execution of this Agreement by all of the parties hereto as a non-refundable (except as provided in Sections 7(b), 8(a) and 8(b)) deposit (the "Deposit"), and (b) Four Thousand Six Hundred Eighty and No/100 Dollars (14.., 680.00) at Closing by company, certified or cashier's check or by wired transfer of immediately available funds to an account and financial institution designated in writing by Seller. Chesapeake Bay Nutrient Land Trust, LLC O1 2l12l2018 Oak Grove Purchase and Sale Agreement Chesapeake Bay Nutrient Land Trust, LLC 6736 S. Laburnum Ave. Richmond, Virginia 23231 3. Deposit. The full amount of the Deposit shall be applied toward the Purchase Price at Closing; returned to Purchaser in the event that Seller defaults; or disbursed to Seller in the event of Purchaser's default. 4. Closin . (a) Date and Location. Closing under this Agreement ("Closing") shall occur on or before 5:00 p.m. on or before NIA ("Closing Date") unless Seller agrees in writing to a later date. Closing shall occur at Seller's attorney's office in Richmond, Virginia, or at such other place as Purchaser and Seller may agree. TIME IS OF THE ESSENCE as to the Closing Date. (b) Deliveries at Closing. At Closing, Seller shall (i) execute and deliver to Purchaser an Affidavit of Phosphorus Credit Sale in substantially the form attached hereto as Exhibit A (the "Affidavit"), and (ii) execute and deliver to Purchaser a Bill of Sale in substantially the form attached hereto as Exhibit B. At Closing, Purchaser shall pay the Purchase Price to Seller. (c) Delivery to DEO. Promptly following Closing, Seller shall provide DEQ with an original, executed Affidavit. (d) Closing Costs. Seller shall pay the cost of preparing the Bill of Sale and Affidavit, and Seller's attorney's fees. Purchaser shall pay Purchaser's attorney's fees and other costs of Closing, if any. (e) Water Quality Enhancement Fee. Promptly following Closing, Seller shall pay the water quality enhancement fee required by Va Code § 62.1-44.15:35 Subsection E. 5. Seller's Revresentations and Warranties. Seller hereby makes the following representations and warranties: (a) Authorization, Execution and Delivery. This Agreement has been duly authorized, executed and delivered by all necessary action on the part of Seller, constitutes the binding agreement of Seller and is enforceable in accordance with its terms. (b) Reservation of Credit Capacity. During the period beginning on the date of execution of this Agreement and ending upon the earlier of (i) Closing or (ii) termination of this Agreement, Seller will not sell Credits from the Property that would cause the remaining Credits to be insufficient for the purpose of satisfying Seller's obligations under this Agreement. (c) Compliance with Laws. Seller will comply with all applicable laws and regulations relating to the sale of the phosphorus Credits to Purchaser. Chesapeake Bay Nutrient Land Trust, LLC Oak Grove 2 2/1212018 Purchase and Sale Agreement Chesapeake Bay Nutrient Land Trust, LLC 5735 S. Laburnum Ave. Richmond, Virginia 23231 6. Purchaser's Representations and Warranties. Purchaser hereby makes the following representations and warranties as of the date of this Agreement. (a) Authorization Execution and Delivery. This Agreement has been duly authorized, executed and delivered by all necessary action on the part of Purchaser, constitutes the valid and binding agreement of the Purchaser and is enforceable in accordance with its terms. (b) Reliance. In entering into this Agreement, Purchaser has not been induced by, and has not relied upon, any representations, warranties or statements, whether express or implied, made by the Seller or any agent, employee or other representative of the Seller, which are not expressly set forth herein. 7. Default. (a) BX Purchaser. If Purchaser defaults in performing any of Purchaser's obligations under this Agreement, and if such default continues for a period of ten (10) days after Seller has provided written notice to Purchaser of such default, Seller may terminate this Agreement by providing written notice to Purchaser. Upon such termination the Deposit shall be disbursed to Seller as Seller's sole and exclusive remedy and neither party shall have any further rights or obligations hereunder, except as expressly provided herein. Seller hereby expressly waives any right that Seller may have to damages, whether compensatory, consequential or otherwise, or to seek specific performance from Purchaser as a result of such default. (b) By Seller. If Seller defaults in performing any of Seller's obligations under this Agreement, and such default continues for a period of ten (10) days after Purchaser has provided written notice to Seller of such default, the Purchaser's sole remedies shall be to terminate this Agreement by providing written notice thereof to Seller, and to receive a refund of the Deposit, in which event neither party shall have any further rights or obligations hereunder, except as expressly provided herein. Purchaser hereby expressly waives any right that Purchaser may have to damages, whether compensatory, consequential or otherwise as a result of Seller's default. (c) Attorneys' Fees. In the event of any litigation between Seller and Purchaser, the prevailing party shall be entitled to an award of its costs incurred in such litigation, including reasonable attorneys' fees and costs, and court costs. 8. Effect of Condemnation Regulatory Action or Unavoidable Delays. (a) Condemnation. If the Property or any part thereof is taken prior to Closing pursuant to eminent domain proceedings, or if such proceedings are commenced prior to Closing, and as a result Seller determines that it will be unable to sell the phosphorus Credits to Purchaser at Closing as specified in this Agreement, then Seller may terminate this Agreement by providing written notice to Purchaser at any time prior to Closing. If Seller elects to terminate this Agreement as provided in this subparagraph, the Deposit shall be Chesapeake Bay Nutrient Land Trust, LLC Oak Grove 3 211212018 Purchase and Sale Agreement Chesapeake Bay Nutrient Land Trust, LLC 6736 S. Laburnum Ave. Richmond, Virginia 23231 refunded to Purchaser and neither party shall have any further rights or obligations hereunder, except as expressly provided herein. (b) Regulatory Action. (i) If Seller is unable to sell the phosphorus Credits to Purchaser as provided in this Agreement because of the action or order of any regulatory agency, regardless of whether or not Seller has contested or challenged such action or order, Seller may terminate this Agreement by providing written notice to Purchaser. If Seller elects to terminate this Agreement as provided in this subparagraph, and such termination occurs prior to Closing, then the Deposit shall be refunded to Purchaser and neither party shall have any further rights or obligations hereunder, except as expressly provided herein. (ii) If prior to Closing Purchaser is prevented by any. regulatory agency from satisfying the Credit Obligation by purchasing the phosphorus Credits as provided in this Agreement, Purchaser may terminate this Agreement by providing written notice to Seller. If Purchaser elects to terminate this Agreement as provided in this subparagraph, then the Deposit shall be refunded to Purchaser and neither party shall have any further rights or obligations hereunder, except as expressly provided herein. 9. Indemnities. (a) Seller's Indemnities. Seller shall indemnify, defend and hold harmless Purchaser and Purchaser's authorized successors and assigns from and against any action, order, investigation or proceeding initiated by any government agency and arising from or based upon Seller's breach of the representations and warranties contained in Paragraph 5. (b) Purchaser's Indemnities. Purchaser shall indemnify, defend and hold harmless the Seller from and against any action, order, investigation or proceeding initiated by any government agency and arising from or based upon Purchaser's breach of the representations and warranties contained in Paragraph 6 and Purchaser's failure to comply with any permit, authorization or condition thereof relating to Purchaser's plan to satisfy the Credit Obligation. (c) Survival. The indemnity provisions of this Paragraph shall survive . Closing and termination of this Agreement for a period of three (3) years after the date of this Agreement. 10. Notices. Each notice, request, demand or other communication hereunder will be in writing and will be deemed to have been duly given (i) when delivered by hand, or (ii) three (3) business days after deposit in United States certified or registered mail, postage pre- paid, return receipt requested, or (iii) one (1) business day after delivery to a recognized overnight courier service, in each case addressed to the parties at the following addresses: Chesapeake Bay Nutrient Land Trust, LLC Oak Grove 4 2/12/2018 Purchase and Sale Agreement Chesapeake Bay Nutrient Land Trust, LLC 6736 S. Laburnum Ave. Richmond, Virginia 23231 If to Seller: Chesapeake Bay Nutrient Land Trust, LLC ATTN: Scott A. Reed 5735 S. Laburnum Avenue Richmond, Virginia 23231 With a copy to: If to Purchaser: Milestone Tower Limited Partnership IV c/o Milestone Communications ATTN: Mr. Chris Harold 12110 Sunset Hill Road, Suite 100 Reston, VA 20190 With a copy to: Each party shall have the right to change its address by providing the other party with at least ten (10) days prior written notice of the change. 11. Brokers. Each party hereunder represents and warrants that, except for the "Broker" identified below, if any, it did not consult or deal with any broker or agent with regard to this Agreement or the transactions contemplated hereby, and each party agrees to indemnify and hold harmless the other party from all liability, expense, loss, cost or damage, including reasonable attorney's fees, that may arise by reason of any claim, demand or suit of any agent or broker arising out of or constituting a breach by the indemnifying party of the foregoing representation and warranty. This indemnity shall survive Closing and termination of this Agreement and shall not be limited by any provision specifying liquidated damages. Seller shall pay a commission to N/A ("Broker") if and when Closing occurs equal to N/A percent (N/A%) of the Purchase Price. 12. Entire Agreement and Modifications. There are no other agreements or understandings, written or oral, between the parties regarding this Agreement or the subject matter hereof. This Agreement shall not be modified or amended except by a written document executed by both parties to this Agreement. 13. Governing Law. The.validity, interpretation and performance of this Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to its conflict of laws principals. Chesapeake Bay Nutrient Land Trust, LLC Oak Grove 5 2/12/2018 Purchase and Sale Agreement Chesapeake. Bay Nutrient Land Trust, LLC 5735 S. Laburnum Ave. Richmond, Virginia 23231 14. Compliance with Applicable Laws. Both parties shall comply with all applicable federal, state and local laws, regulations and restrictions in the conduct of their obligations under this Agreement. 15. Severability. The provisions of this Agreement shall be deemed severable and, if any portion shall be held invalid, illegal or unenforceable for any reason, the remainder of this Agreement shall be effective and binding upon the parties. The Recitals are incorporated as part of this Agreement as provided herein. 16. Binding Agreement. This Agreement shall bind and inure to the benefit of the parties hereto and their respective successors and assigns. Any proposed assignment shall be subject to the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. 17. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute one and the same Agreement. WITNESS the following signatures: SELLER: CHESAPEAKE BAY NUTRIENT LAND TRUST, LLC, a Virginia limited liability company Manager TIN: 20-51971, 05 PURCHASER: Milestone Tower Limited Partnership IV By:.►` Name: Title: k-15e� eC TIN: EXHIBITS Exhibit A - Affidavit of Phosphorus Credit Sale Exhibit B - Bill of Sale Chesapeake Bay Nutrient Land Trust, LLC Oak Grove 6 2/12/2018 Purchase and Sale Agreement Chesapeake Bay Nutrient Land Trust, I.LC 5735 S. Laburnum Ave. Richmond, Virginia 23231 Exhibit A CHESAPEAKE BAY NUTRIENT LAND TRUST, LLC — OAK GROVE AFFIDAVIT OF PHOSPHORUS CREDIT SALE CHESAPEAKE BAY NUTRIENT LAND TRUST, LLC, a Virginia limited liability company (the "Company"), hereby certifies the following: 1. Pursuant to that certain Purchase and Sale Agreement dated February 12, 2018 (the "Agreement"), between the Company (as Seller) and Milestone Tower Limited Partnership IV ("Purchaser"), the Company, for the benefit of the Purchaser, agreed to sell 0.36 pounds of nonpoint source phosphorus Credits to Purchaser and retire the associated ratio of nonpoint source nitrogen Credits at the credit generating facility in the amount of 0.87 pounds of nitrogen Credits; 2. The Company and the Purchaser, as of the date hereof, have closed the transaction contemplated by the Agreement and the Company has sold to Purchaser the phosphorus Credits. WITNESS the following signature: CHESAPEAKE BAY NUTRIENT LAND TRUST, LLC, a Virgin' mited li bility corn Ty By: — anager Date: 1 Sworn to and subscribed before me this Ill day of 1.-.-+'a+.Y7 2018, by � aT' Manager, on behalf of. Chesapeake Bay Nutrient Land Trust, LLC, a Virginia limited liability company. My commission expires: viitv< 6 W City/County of:+ r sv C Notary Public Project Description: Milestone Communications — Shentel at Stony PointVolunteer Fire Co. — WPO N2018-00003 Project Tax Map Parcel ID: 04800-00-00-018DO Permittee: Milestone Tower Limited Partnership IV Project 8-Digit HUC: 02080204 Oak Grove 8-Digit RUC: 02080203 SCOTT A. REED Phosphorus Credits: 0.02 pounds NOTARY PUBLIC Associated Nitrogen Credits: 0,05 pounds FGIs-�-RATIONOW837 g P ONWEALTH OF VIRGINIA ION EXPIRES MARCH 31, 2021 Chesapeake Ray Nutrient. land Trust, LLC Oak Grove 7 5/11/2018 Purchase and Sale Agreement Chesapeake Bay Nutrient Land Trust, LLC 5735 S. Laburnum Ave. Richmond, Virginia 23231 Exhibit B CHESAPEAKE BAY NUTRIENT LAND TRUST, LLC — OAK GROVE BILL OF SALE BILL OF SALE, made as of February 19, 2018, by CHESAPEAKE BAY NUTRIENT LAND TRUST, LLC, a Virginia limited liability company ("Seller"), Milestone Tower Limited Partnership IV ("Purchaser"). WHEREAS, Seller and Purchaser have entered into that certain Purchase and Sale Agreement as of February 12, 2018 (the "Agreement"), with respect to the sale by the Seller and purchase by the Purchaser of nonpoint source phosphorus Credits generated within the Oak Grove Property in Appomattox 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 Purchaser, its successors and assigns, 0.36 pounds of phosphorus Credits and retires 0.87 pounds of nitrogen Credits associated with the phosphorous Credits generated at the Oak Grove Property as such are described in the Agreement. TO HAVE AND TO HOLD all such phosphorus 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. CHESAPEAKE BAY NUTRIENT LAND TRUST, LLC, a Virginia Limited Liability Company By. Manager Chesapeake Bay Nutrient Land Trust, LLC Oak Grove 8 2/16/2018 Purchase and Sale Agreement Natural Remover lbdir�," 10MOITOU)s Chesapeake Bay Nutrient Land Trust, LLC. February 19, 2018 Milestone Tower Limited Partnership IV c/o Milestone Communications ATTN: Mr. Chris Harold 12110 Sunset Hill Road, Suite 100 Reston, VA 20190 Dear Mr. Harold: Thank you for the opportunity to assist you with resolving the water quality phosphorus requirements for the Stony Point Fire Station project in Albemarle County. I have enclosed signed original copies of 4-- 47- the Oak Grove Purchase and Sale Agreement, Bill of Sale and Affidavit of Phosphorus Credit Sale for your records. We electronically forwarded notification of permit liability resolution to DEQ on February 19, 2018. Please feel free to contact me if you have any questions regarding this matter. Thank you., Scott A. Reed Vice President EarthSource Solutions Inc. Manager for Chesapeake Bay Nutrient Land Trust, LLC Page 1 of I Chesapeake Bav Nutrient LandTrust, LLC. it 5735 S. Laburl)Urn Avenue , Richniond,VA 23231 * P: 804,222.5114 * www,cbn1t.con) Chesapeake Bay Kutrienc t.atsd Tnna, t.3.0 5735 S, Laburnum Ave. t2ichmond. Virginia 2:12.31 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this "Agreement"), dated as of March( 30. 2018, is made by and between CHESAPEAKE BAY NUTRIENT LAND TRUST, LLC, a Virginia limited liability company ("Seller"), and Milestone "Power ll.iimited Partnership IV ('Purchaser"), RECITALS: l . Seller owns certain rights in and to certain real property consisting of approximately 68.63+- acres of land conversion areas located in Appomattox County, Virginia (the "'Property"). Pursuant to Va Code $ 62.1.44.15:35 the Virginia Department of Environmental Quality ("DEQ") has authorized the generation and sale ofnonpoint sourer: nutrient credits (`Credits") generated at tale Property to third parties to offset nutrient -related water quaiity permit needs. 2. Pursuant to DFQ Permit No. Pending ("Permit"), DEQ has approved the use of Credits for the project site described in the -Permit (the "Project") upon the condition that Purchaser acquire 0.02 pounds of phosphorus Credits from Seller (the "Credit Obligation") and that Seller retire 0.05 pounds of the Property's associated nitrogen Credits. 3. Purchaser wishes to purchase and Seller wishes to sell on the tcrtris set firth in this Agreement the phosphorus Credits for the purpose of satisfying the Credit Obligation. AGREEMENT: NOW, THEREFORE, in consideration of the sum of TEN DOLLARS ($10.00). cash in hand paid by Purchaser to Seller anti other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser hereby agree as t:ollkrx,: 1. Agreement to Sell gnd to Purchase. Seller shall sell to Purchaser, and Purchaser shall buy from Seller; the phosphorus Credits for the purpme of satisfying the Credit Obligation, 2. Purchase Pt -ice. In consideration of Seller entering into this Agreement, Purchaser shall pay to Seller the sum of Two Hundred Sixty and No! 100 Dollars (S260.00) as follows: (a) NJA and No1100 Dollars (Mik) upon the full execution of this Agreement by all of the patties hereto as a non-refundable (except as provided in Sections i(b). 8(s) and 8(b)) deposit (the "Deposit"), and (b) Two Hundred Sixes and No/100 Dollars ($260.0U) at Closing by company, certified or cashier's check or by wirod transfer of immediately available funds to an account and financial institution designated in writing by Seller. 3. Deposit. The full amount of the Deposit shall be applied toward the Purchase Price at Closing. returned to Purchaser in tie e`ent that Seller defaults; or dObur,cd to ScRc:r in the went of Purchaser's default. Chesapeake Say Nutriew (.and Tm t, LU Oak Grave Purchase and a:tA6reernent Chesupeake Bay Nutrient land Trust. L.LC 5735 S. t.nburnvn_ Ave. Richmond, VirXinia 232.11 ( a ) Date and Location. Closing under this Agreement ("(-`losing") shall occur on or before 5:00 p.m. on. or before N.!A ("Closing Date') unless Seller agrees in writing to a later date. Closing shall occur at Seller's aitorney's office iit Richntond, V irgitlIll. Or atsuch other place as Purchaser and Seller may agree. TIME iS OF THE ESSENCE as to the Closing Date. (b) Deliveries at Closing. At Closing, Seller shall (i) execute and deliver to Purchaser an Affidavit of Phosphorus Credit Sale in substantially the form attached hereto as Exhibit A (the "Affidavit"), and (ii) execute and deliver to Purchaser a Bill of Sale in substantially the form attached hereto as Exhibit B. At Closing, Purchaser shall pay the Purchase Price to Seller. (c) Deliv= to 'DEO. Promptly following Closing, Seller shall provide DEQ with an original, executed Affidavit. (d) Closing Costs. Seller shall pay the cost of preparing the Bill of Sale and Affidavit, and Seller's attorney's fees. Purchaser shall pay Purchaser's attomey's fees and other costs of Closing, if any. (e) Water iah!y. Enhancement Fee. Promptly following Closing, Seller shall pay the water quality enhancement fee required by Va Code § 62.1-44.I 5 35 Subsection E. 5. Sellers Renresentations_and Wa1T411ties. Seller Hereby makes rile foll() ;M! representations and warranties: (a) Authorization. Execution and Delivery. This Agreement has been duly authorized, executed and delivered by all necessary action on the part of Seller, constitutes the binding agreement of Seller and is enforceable in accordance with its Terms. (b) Reservation of Credit Capacity. During the period beginning on the date of execution of this Agreement and ending upon the earlier of (i) Closing or (ii) termination of this Agreement, Seller will not sell Credits from the Properiy that wouid caum., the remaining Credits to be insufficient for the purpose of satisfying Seller's obligations under this Agreement. (c) Compliance with Laws. Seller will comply with all applicable laws and regulations relating to the sale of the phosphorus Credits to Purchaser. 6. Purchaser's Representations and W4ranties. Purchaser hereby makes the following representations and warranties as of the date of this Agreement. (a) Authorization. Execution and Delivery. This Agreement has been drily authorized, executed and delivered by all necessary action on the part of Purchaser, Chesapeake Bay Nutrient hand Teus4, LLC Oak Grove 2 ;i:1U 3111.g Purtltaae and Sale Agmement Chesapt.`ika Roy Nutrient l.antl Trust, t,l.ti 5735 S. Lnbwmum Ave. Richmond,'Virginia 23231 constitutes the valid and binding agreement of the Purchaser and is enforceable in accordance with its terms. (b) Reliance. In entering into this Agreement, Purchaser has not been induced by, and has not relied upon, any representations, warranties or staternents, whether express or implied, made by the Seller or any agent, employee or other representative of the Seller, which are not expressly set forth herein. 7. Default. (a) By Purchaser. If Purchaser defaults in performing any of Purchaser's obligations under this Agreement, and if such default continues for a period of ten (10) days after Seller has provided written notice to Purchaser ol'such default. Seller may terminate this Agreement by providing written notice to Purchaser. Upon such termination the Deposit shall be disbursed to Seller as Seller's sole and exclusive remedy and neither party shall have any further rights or obligations hereunder, except as expressly provided herein. Seller hereby expressly waives any right that Seller may have to damages, whether compensatory. consequential or otherwise, or to seek specific performance fi'om Purchaser as a result of such default. (b) By Selle,. If Seller defaults in performing any of Seller's obligations tinder this Agreement, and such default continues for a period often (10) days after Purchaser has provided written notice to Seller of such default, the Purchaser's sole remedies shall be to terminate this Agreement by providing written notice thereof to Seller, and to receive a refund of the Deposit, in which event neither party shall have any further rights or obligations hereunder, except as expressly provided herein. Purchaser hereby expressly waives any right that Purchaser may have to damages, whether compensatory, consequential or otherwise as a result of Seller's default, (c) Attorneys' Fees, in the event of'any litigation between Seller and Purchaser, the prevailing party shall be entitled to an award of its costs incurred in such litigation, including reasonable attorneys' fees and costs, and court costs. 8. Effect of Condemnation.. Regulatory Action or LJnavoidable Dciav;. (a) Condemnation. If the Property or any part therecif is taken prior to Closing; pursuant to eminent domain proceedings, or if:'such proceedings are commenced prior to Closing, and as a result Seller determines that it will be unable to sell the phosphorus Credits to Purchaser at Closing as specified in this Agreement, then Seiler may terminate this Agreement by providing written notice to Purchaser at any time prior to Closing. if Seller elects to terminate this Agreement as provided in this subparagraph, the Deposit shall be refunded to Purchaser and neither party shall have any further rights or Obligations hereunder, except as expressly provided herein. Chesapeake Bay Nutrient Land Trw;L, LLG Oak Croce 3 3/:•f1.!?E! r t? Purchase and Sale Agreement Chesapeake Puy Nutrient Land Tn1At, td.;C 5735 S. Laburnum Ave. Richmond, Virginia 23231 (b) Regulatory+ Ap;Itm. (i) If Seller is unable to sell the phosphorus Credits to Purchaser as provided in this Agreement because of the action or order of any regulatory agency. regardless of whether or not Seller has contested or challenged such action or order, Seller may terminate this Agreement by providing written notice to Purchaser, if Seller elects to terminate this Agreement as provided in this subparagraph, and such termination occurs prior to Closing, then the Deposit shall be refunded to Purchaser and neither party shall have any further rights or obligations hereunder, except as expressly provided herein. (i i) If prior to Closing Purchaser is prevented by any regulatory agency from satisfying the Credit Obligation by purchasing the phosphorus Credits as provided in this Agreement, Purchaser may terminate this Agreement by providing written notice to Seller. If Purchaser elects to terminate this Agreement as provided in this subparagraph, then the Deposit shall be refunded to Purchaser and neither party shall have any further rights or obligations hereunder, except as expressly provided herein. 9. Indemnities. (a) Seller's Indemnities. Seller shall indemnify, defend and hold harmless Purchaser and Purchaser's authorized successors and assigns from and against any action, order, investigation or proceeding initiated by any governmwnt agency and arising from or based upon Seller's breach of the representations and warranties contained in Paragraph 5. (b) Purchaser's tudemnitjq�. Purchaser shall indemnify, defend and hold harmless the Seller from and against any action, order, investigation or proceeding initiated by any government agency and arising from or based upon Purchaser's breach of the representations and warranties contained in Paragraph 6 and Purchaser's failure to comply with any permit, authorization or condition thereof relating to Purchaser's plan to satisfy the Credit Obligation. (c) Survival. The indemnity provisions of this Paragraph. shall survive Closing and termination of this Agreement for a period of three (3) years after the date oi'this Agreement. 10, Notices. Each notice, request, demand or other eoinniunication hereunder will be in writing and will be deemed to have been duly given (i) when delivered by hand, or (it) three (3) business days after deposit in United States certified or registered mail. postage pre- paid, return receipt requested, or (iii) one (1) business day after delivery to a recognized overnight courier service, in each case addressed to the parries at the following addresses: Chesapeake Bay Nutrient Land Trust, LLC Oak Crow 4Y�:YIb +7:t Purchuae and Sale Agreement Chesapeake Bay Nutrient Land Trusc, LLC- 5735 8. Laburixvw Ave. Richmond, Virginis 22231 If to Seller: Chesapeake Bay Nutrient Land Trust, LLC ATTN: Scott A. Reed 5735 S. Laburnum Avenue Richmond, Virginia 23231 With a copy to: _.. If to Purchaser: Milestone Tower Limited 'Partnership I c/o Milestone Communications ATTN: Mr. Chris Harold 12110 Sunset Hill Road, Suite 100 Reston, VA 20190 With a copy to: Each party shall have the right to change its address by providing the other party Nvith at lease ten (10) days prior written: notice of the change. 11. Brokers. Each party hereunder represents and Warrants that. except for the '*Broker" identified below, if any, it did not consult or deal with any broker or agent with regard to this Agreement or the transactions contemplated hereby, and each party agrees to indemnify and hold harmless the other party from all liability, expense, loss, cost or damage. including reasonable attorney's fees, that may arise by reason ofany claim, demand or suit of any agent or broker arising out of or constituting a breach by the indemnifying party of the foregoing representation and warranty. This indenuixty shall survive Closing and termination of this Agreement and shalt not be limited by any provision specifying liquidated damages. Seller shall pay a commission to NLA, ("Broker") if and when Closing occurs equal to NN ..._:� percent (LTUA04) of the Purchase Price. 12_ Entire Agreement and Modifications. There are no other agreements or understandings, written or oral, between the parties regarding this Agreement or the subject matter hereof. This Agreement shall not be modified or amended except by a written document executed by both parties to this Agreement. 13. Ggveining Law. The validity, interpretation and performance orthis Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to its conflict of laws principals. Chem.peake Say Nutriem Land Trust, LLC Oak Grove Pure'nuse and Sale Agreement Ch.^snpeflke tatty \;,tri,rnt Land Trwt, 11t; :D"r35 5 t.alinrn.uni Ave, Ri,rhm onrl, virzinit, ?,32.31 14, C.'omplt, t ci cvitlr >li.c.►bli I tws. Both parties shall complti' Keith 111 applicable federal, state and local laws, regulations and restrictions in the conduct ut'tltctt obligations under this Agreement. 15, Sev etability. The provisions of this Agreement shall be deemed severable Nine;. ifany portion Shall be held invalid, illegal or unenforceable itor any reason, the remainder of this Agrt:ement shall be effective and binding upon the parties. The Recitals are incorpor.itcd as part of this Agreement as {provided herein. 16. BindinL, agreement. This agreement shall hind and inure to the benefit of thc Parties hereto and their respective successors and assigns. Any proposed ass Dnment shall be subject to the prior Written consent of the other party, which consent shall not be unrcilAonably ev'ithheld or delaved. 17, Cutlntel'LlUtts, This Agreement may be executed ut t:ounterpart,5, each tit` eahieh shall constitwe an original and tll of wlticii together ;Fall ;:un;titute unc Lind the >a+ne Agreement. NVITN1 SS the folloWirtt sigI1atu1*e : SF1_I_FR: C'HESAPI,-,AKf- BAY NUTRIENT LAND TRUSTI L(% a Virginia limited liability coinpany By: Cw a �Iaitu�;er TIN: 20-51.97105 PURCHASER: Milestone Tower Limited Partnership Ili' Name: 6. %�...�_ TiN: FX1-IIf3ITS Exhibit A - affidavit of Phosphorus Credit Sale Exhibit B - Bill of Stile Chonap-ealw Bala \uzru:nt t,tn,l1'rct�c, Oau Grove t'urrtia.,c and 4atc Agreement Chesapeake Bay Nutrient Land Trust, LLC 5735 S. Laburnum Ave. Richmond, Virginia 23231 Exhibit A CHESAPEAKE BAY NUTRIENT LAND TRUST, LLC — OAK GROVE AFFIDAVIT OF PHOSPHORUS CREDIT SALE CHESAPEAKE BAY NUTRIENT LAND TRUST, LLC, a Virginia limited liability company (the "Company"), hereby certifies the following: 1. Pursuant to that certain Purchase and Sale Agreement dated March 30, 2018 (the "Agreement"), between the Company (as Seller) and Milestone Tower Limited Partnership IV ("Purchaser"), the Company, for the benefit of the Purchaser, agreed to sell 0.02 pounds of nonpoint source phosphorus Credits to Purchaser and retire the associated ratio of nonpoint source nitrogen Credits at the credit generating facility in the amount of 0.05 pounds of nitrogen Credits; 2. The Company and the Purchaser, as of the date hereof, have closed the transaction contemplated by the Agreement and the Company has sold to Purchaser the phosphorus Credits. WITNESS the following signature: CHESAPEAKE BAY NUTRIENTLAND TRUST, LLC, a Virg mite d lia lity c B. Manager Date: Sworn to and subscribed before me this 10 day of rat _, 2018, by � i-- L �,ij , Manager, on behalf of Chesapeake Bay Nutrient Land Trust, LLC, a Virginia limited liability company. My commission expires: ) 1) Z,, e� zj City/County of: L, iJJt Notary Public Project Description: Milestone Communications — Shentel at Stony Point Volunteer Fire Co. — WPO H2018-00003 Project Tax Map Parcel ID: 04800-00-00-018DO Permittee: Milestone Tower Limited Partnership IV Project 8-Digit HUC: 02080204 SCOTT A: REED Oak Grove 8-Digit HUC: 02080203 NOTARY PUBLIC Phosphorus Credits: 0.02 pounds REGISTRATION #356837 LI Associated Nitrogen Credits: 0.05 pounds COMMONWEALTH OF VIRGINIA MMISSION EXPIRES MARCH 31, 2021 Chesapeake Bay Nutrient Land Trust, LLC Oak Grove 7 5/11/2018 Purchase and Sale Agreement Chesapeake Bay Nutrient Land Trust, lA,C 5735 S. Laburnum Ave. Richmond, Virginia 23231 Exhibit B CHESAPEAKE BAY NUTRIENT LAND TRUST, LLC — OAK GROVE BILL OF SALE BILL OF SALE, made as of April 10, 201& by CHESAPEAKE BAY NUTRIENT LAND TRUST, LLC, a Virginia limited liability company ("Seller-), Milestone Tower Limited Partnershiip IV ("Purchaser"). WHEREAS, Seller and Purchaser have entered into that certain Purchase and Sale Agreement as of March 30, 2018 (the "Agreement"), with respect to the sale by the Seller and purchase by the Purchaser of nonpoint source phosphorus Credits generated within the Oak Grove Property in Appomattox 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 Purchaser, its successors and assigns, 0.02 pounds of phosphorus Credits and retires 0.05 pounds of nitrogen Credits associated with the phosphorous Credits generated at the Oak Grove Property as such are described in the Agreement. TO HAVE AND TO HOLD all such phosphorus 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. CHESAPEAKE BAY NUTRIENT LAND TRUST, LLC, a Virginia Limited Liability Company Manager Chesapeake Bay Nutrient Land Trust, LLC Oak Grove 3 4/101201.8 Purchase and Sale Agreement "7br)iorrow'sNatziral.Resoit)-t-C.� -7o'day" C-MBUHM11 Chesapeake Bay Nutrient Land7rust, LLC. April 11, 2018 Milestone Tower Limited. Partnership IV c/o Milestone Communications ATTN: Mr. Chris Harold 12110 Sunset Hill Road, Suite 100 Reston, VA 201,90 Dear Mr. Harold: Thank you for the opportunity to assist you with resolving the water quality phosphorus requirements for the Stony Point Fire Station project in Albemarle County. I have enclosed signed original copies of the Oak Grove Purchase and Sale Agreement, Bill of Sale and Affidavit of Phosphorus Credit Sale for your records. We electronically forwarded notification of permit liability resolution to DEQ on April 10, 2018. Please feel free to contact me if you have any questions regarding this matter. Thank you, 6-k- Scott A. Reed Vice President EarthSource Solutions Inc. Manager for Chesapeake Bay Nutrient Land Trust, LLC Page I of I Chesapeake Bev Nutrient LandTrust, LLC. * 5735 S. Laburnum Avenue * Richmond, VA 23231 a P: 804.222.5114 # www,cbnit,com