18018_Singer_Furniture_6.14.16_final_approved_draft_Deed_of_Release

DRAWN BY AND MAIL TO: Susan H. Cooper
Womble Carlyle Sandridge & Rice, LLP 3500 One Wells Fargo Center 301 South College Street
Charlotte, North Carolina 28202-6037
STATE OF NORTH CAROLINA

COUNTY OF CALDWELL
DEED OF RELEASE OF
RESTRICTIONS

THIS DEED OF RELEASE OF RESTRICTIONS (“Deed of Release”) is made and
entered into with an intended effective date of _________________, 2016, by the North Carolina
Department of Environmental Quality (“DEQ”) (formerly known as the North Carolina
Department of Environment and Natural Resources) and Tapaha Dynamics, LLC, a Delaware limited liability company (“Owner”).
W I T N E S S E T H:
A. Owner is the current owner of those certain tracts or parcels of real property (the
“Property”) located in the Town of Lenoir, Caldwell County, North Carolina more particularly
described in Book 1861 at Pages 640-643, Caldwell County Register of Deeds.
B. In 2000, a former owner of the Property, Singer Furniture Company (“Singer”), requested DEQ to modify its permit under the State Hazardous Waste Program (“RCRA Permit”)
to exclude the Property, which was part of a larger tract at the time, from the boundaries of its
RCRA Permit in order to sell the Property.
C. The “State Hazardous Waste Program” consists of the laws and rules governing the management of hazardous waste, as contained in Article 9 of Chapter 130A of the North Carolina
General Statutes, and the rules promulgated thereunder and codified in Subchapter 13A of Title
15A of the North Carolina Administrative Code, which DEQ has been authorized to operate in lieu
of the federal program under the Resource Conservation and Recovery Act (“RCRA”).
D. In a July 21, 2000 letter, DEQ approved the permit modification with the conditions that (1) DEQ retain authority, based on the RCRA Permit, to require Singer to investigate and
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remediate contamination associated with the Property, and (2) Singer include certain deed
restrictions that would run with the land to ensure the protection of human health and the
environment from contamination associated with the Property.
E. Singer sold the Property on August 16, 2000 to BHR North Carolina 3, LLC (“BHR”) in a Special Warranty Deed recorded in Book 1308 at Pages 1555-1571 in the Caldwell County Register of Deeds (“Singer Deed”). The Singer Deed is attached hereto as Exhibit A. The
Singer Deed contains paragraphs 1-9 that set forth certain restrictions, reservations and grants
(collectively referred to herein as the “Singer Restrictions”) related to the Property, Singer and
DEQ. The Property was subsequently sold to other owners subject to the Singer Restrictions. Owner is the current owner of the Property and the Property is subject to the Singer Restrictions.
F. Singer went bankrupt prior to satisfying the corrective action requirements in its
permit and further cleanup was referred to DEQ’s Inactive Hazardous Sites Branch in 2010.
G. An affiliate of Owner applied for eligibility as a Prospective Developer under the
N.C. Brownfields Property Reuse Act of 1997 in order to help address the environmental contamination at the Property under a Brownfields Agreement (“BFA”). DEQ approved eligibility
for the Prospective Developer. As part of the BFA process, the Prospective Developer, with
DEQ’s and Owner’s approval, undertook certain voluntary investigation and corrective action at
the Property. DEQ entered into a BFA with the Prospective Developer, Shoulder Tap, LLC, and
said BFA was recorded as a part of the Notice of Brownfields Property (“NBP”), on __________ ____, 2015 with the Caldwell County Register of Deeds, at Book _____ Page _____. The terms
of the recorded NBP, which includes the BFA, govern and restrict the use of the Property.
H. Owner requested DEQ, and DEQ agreed, to release, cancel and terminate all of the
Singer Restrictions described in the Singer Deed and to release the Property from any encumbrance
thereof, as reflected in this Deed of Release.
RELEASE

In consideration of the corrective action conducted at the Property by Owner’s affiliate and
the terms of the BFA showing that the Singer Restrictions are no longer necessary to ensure the
protection of human health and the environment, and other good and valuable consideration, the receipt of which is hereby acknowledged: (i) the Property, and all improvements, fixtures and
personal property located thereon, affixed thereto, or used in connection therewith, are hereby and
by operation of this Deed of Release, released from the operation and effect of all the Singer
Restrictions, (ii) all of the Singer Restrictions are hereby and by operation of this Deed of Release
cancelled, abandoned and terminated, and (iii) any and all interest of DEQ and Singer in and to the Property under the Singer Restrictions are hereby and by operation of this Deed of Release
remised and quit-claimed to Owner.
IN WITNESS WHEREOF, DEQ has caused this Deed of Release to be duly executed, as
of the day and year first above written.
North Carolina Department of Environmental Quality
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By: ______________________________
Name: ______________________________
Title: ______________________________
STATE OF NORTH CAROLINA COUNTY OF ________________
I, ____________ a Notary Public of the County and State aforesaid, certify that
___________ personally came before me this day and acknowledged that she/he is ___________
of North Carolina Department of Environmental Quality (DEQ), and that he/she, as ___________, being authorized to do so, executed the foregoing instrument on behalf of the DEQ.
Witness my hand and official seal, this ______ day of _____________, 2015.
[NOTARIAL SEAL] _____________________________
Notary Public
My Commission Expires: _______________

Tapaha Dynamics, LLC,
A Delaware limited liability company
By: ______________________________ Name: ______________________________
Title: ______________________________

SEAL-STAMP State of California, County of Santa Clara

I, ____________________________, Notary Public of said County and State,
certify that Daniel Martinelli, either being personally known to me or proven by satisfactory evidence (said evidence being ____________________________), came before me this day and acknowledged that he is Manager of Tapaha
Dynamics, LLC, a Delaware limited liability company, and that he executed the
foregoing on behalf of the limited liability company.

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Witness my hand and official stamp or seal, this ______ day of ___________,
2015.

My Commission expires: _______________ _______________________________ Notary Public

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EXHIBIT A
Singer Deed