HomeMy Public PortalAbout2015_10_13_R111 Authorizing the Mayor to Execute an Assignment Agreement between TOL and Panda The Town of
Leesburg,
Virginia PRESENTED October 13, 2015
RESOLUTION NO. 2015-111 ADOPTED October 13, 2015
A RESOLUTION: AUTHORIZING THE MAYOR TO EXECUTE AN ASSIGNMENT
AGREEMENT BETWEEN THE TOWN OF LEESBURG AND PANDA
STONEWALL, LLC, FOR ASSIGNMENT OF TEMPORARY
CONSTRUCTION EASEMENTS FOR CONSTRUCTION OF
RECLAIMED WATER LINE.
WHEREAS, the Panda Stonewall ("Panda")reclaimed waterline project will be located
adjacent to a portion of the Lower Sycolin Creek Sewage Conveyance System and within the area
of permanent and temporary easements acquired for the construction of the sanitary sewer line;
and
WHEREAS,the Panda project is for the construction of a reclaimed waterline, to serve the
Panda Clean Energy Power Plant; and
WHEREAS, once constructed by Panda,the reclaimed water line will be owned, operated
and maintained by the Town of Leesburg ("Town"); and
WHEREAS, a portion of the designated route for the reclaimed waterline will cross the
property of Luck Stone Corporation and Woodpecker, LLC, and
WHEREAS,the Town acquired certain permanent and temporary easements over and
across a portion of the property of Luck Stone Corporation and Woodpecker, LLC; and
WHEREAS, Luck Stone Corporation and Woodpecker, LLC, have conveyed by Deed of
Easement a permanent sanitary sewer and temporary construction easement to the Town for the
construction and operation of sanitary sewer and reclaimed water lines on their property; and
WHEREAS, Panda has requested that the Town assign its temporary construction
easements to Panda for the construction of the reclaimed waterline; and
ASSIGNMENT AGREEMENT
THIS ASSIGNMENT AGREEMENT (this "Assignment") is made as of this 22nd day
of October, 2015, by and among the TOWN OF LEESBURG, a Virginia municipal corporation
("Assignor"), and PANDA STONEWALL LLC, a Virginia limited liability company, f/k/a
GREEN ENERGY PARTNERS/STONEWALL LLC ("Assignee").
WHEREAS, Assignor and Assignee are parties to that certain Agreement for the
Delivery and Use of Reclaimed Water dated October 23, 2013 (as the same may be amended
from time to time, the "Delivery Agreement"), which provided that, among other things,
Assignor shall exercise its best reasonable efforts to acquire necessary easements for Assignee's
construction of a pipeline as described under the Delivery Agreement;
WHEREAS, Assignor is the grantee under the following deeds of easement: (i) Deed of
Easement (Document Number 20140521-0026796) between Assignor and Luck Stone
Corporation, a Virginia corporation, dated April 23, 2014, (ii) Deed of Easement (Document
Number 20150506-0028920) between Assignor and Luck Stone Corporation, a Virginia
corporation, dated May 1, 2015, (iii) Deed of Easement Agreement (Document Number
20140319-0013171) between Assignor and Woodpecker, LLC, a Virginia limited liability
company, dated March 6, 2014, and (iv) any other easement rights obtained by Assignor for
purposes of the reclaimed water line as described in that certain Agreement for the Delivery and
Use of Reclaimed Water between Assignor and Assignee dated October 23,2013 (as all the same
may be amended from time to time, collectively the "Deeds of Easement"), which granted and
conveyed, among other things, unto Assignor and its successors and assigns a temporary
construction easement (the "Temporary Construction Easement") for the purposes described
in the Deeds of Easement;
WHEREAS, pursuant to the terms of the Delivery Agreement, Assignee is obligated to
construct certain facilities for Assignor, including facilities contemplated by the Deeds of
Easement, and Assignor is obligated to obtain and provide to Assignee the easement rights
necessary for Assignee to satisfy its construction obligation to Assignor; and
WHEREAS, in accordance with the terms of the Delivery Agreement, Assignor desires to
assign to Assignee, a non-exclusive right to use the Temporary Construction Easement for the
purposes described in the Deeds of Easement;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and intending to be legally bound, the parties agree as follows:
1. Terms. Capitalized terms not defined herein shall have the meanings set forth in
the Delivery Agreement or the Deeds of Easement, respectively.
2. Assignment. Assignor does hereby transfer, assign, convey and set over to
Assignee, a non-exclusive right to use the Temporary Construction Easement for the purposes
described in the Deeds of Easement. Notwithstanding the foregoing, nothing herein shall limit
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Assignor's rights under the Deeds of Easement, which rights Assignor shall retain for the
purposes described in the Deeds of Easement.
3. As-Is Condition. Assignor and Assignee agree that the right to use the
Temporary Construction Easement is being conveyed by Assignor and accepted by Assignee
"as-is", subject to any representations or warranties of Assignor set forth in the Delivery
Agreement.
4. Further Assurances. Each party will execute or procure any additional
documents necessary to establish the rights and obligations of Assignee hereunder and under the
Delivery Agreement and Assignor shall, at its sole cost, take such commercially reasonable
actions as Assignee shall reasonably request to obtain any consent required to assign the
Temporary Construction Easement to Assignee.
5. Binding Effect. This Assignment shall be binding upon and inure to the benefit
of Assignor, Assignee, and their respective successors and assigns.
6. Counterparts. This Assignment may be executed in multiple counterparts, each
of which shall constitute an original, and which together shall constitute one Assignment.
Signature Pages to Follow.
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IN WITNESS WHEREOF,Assignor and Assignee have executed this Assignment as of
the date set forth above.
ASSIGNOR:
TOWN OF LEESBURG,
a Virginia municipal corporation
By: cal
Name: g i5 SEN C —"TAT T-18
Title: M A
Assignee's Signature Page to Follow.
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ASSIGNEE:
PANDA STONEWALL LLC, f/k/a GREEN
ENERGY PARTNERS/STONEWALL LLC,
a Virginia limited liability company
By:
Name: R -3'EV AN 5
Title: PREstbE.WT
End of Signature Pages.
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- 2—
A RESOLUTION: AUTHORIZING THE MAYOR TO EXECUTE AN ASSIGNMENT
AGREEMENT BETWEEN THE TOWN OF LEESBURG AND PANDA
STONEWALL, LLC, FOR ASSIGNMENT OF TEMPORARY
CONSTRUCTION EASEMENTS FOR CONSTRUCTION OF
RECLAIMED WATER LINE.
WHEREAS, construction of the reclaimed waterline will benefit the residents of Leesburg.
THEREFORE, RESOLVED, by the Council of the Town of Leesburg in Virginia that the
Mayor is authorized to execute the assignment agreement and other necessary agreements with
Panda Stonewall, LLC, for the reclaimed water line in a form approved by the Town Attorney.
PASSED this 13th day of October, 2015.
' s n C. mstattd, Mayor
Town of Leesburg
ATT r S •
140
Clerk of Counc
P:\Resolutions\2015\1013 Assignment Agreement Between TOL and Panda Stonewalll for Temp Construction Easements.doc